Exhibit 99.3

Audited
Consolidated Financial Statements for the fiscal year ended April 30, 2005 (including a reconciliation to US GAAP at Note 25)

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Auditors' Report

To
the Shareholders of Geac Computer Corporation Limited

We
have audited the consolidated balance sheets of Geac Computer Corporation Limited as at April 30, 2005 and 2004 and the consolidated statements of earnings, shareholders' equity and cash
flows for each of the years in the two-year period ended April 30, 2005. These consolidated financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2005 and 2004 and the results of its
operations and its cash flows for each of the years in the two-year period ended April 30, 2005 in accordance with Canadian generally accepted accounting principles.

/s/
PricewaterhouseCoopers LLP

Chartered
Accountants
Toronto, Ontario
June 22, 2005

2

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Geac Computer Corporation Limited

Consolidated Balance Sheets

As at April 30, 2005 and 2004

(amounts in thousands of U.S. dollars)

|                                                                                                                                   |                           | April 30, |        
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | --------- | -------
|
|
|Assets                                                                                                                             |                           |           |        
|Current assets:                                                                                                                    |                           |           |        
|Cash and cash equivalents                                                                                                          |                           | $         | 188,242
|Restricted cash                                                                                                                    |                           |           | 4,808  
|Short-term investments                                                                                                             |                           |           |       
|Accounts receivable and other receivables (note 3)                                                                                 |                           |           | 56,853 
|Future income taxes (note 20)                                                                                                      |                           |           | 8,292  
|Prepaid expenses and other assets (note 4)                                                                                         |                           |           | 8,230  
|                                                                                                                                   |                           |           |        
|                                                                                                                                   | Total current assets      |           |        
|Restricted cash                                                                                                                    |                           |           | 3,039  
|Future income taxes (note 20)                                                                                                      |                           |           | 34,558 
|Property, plant and equipment (note 5)                                                                                             |                           |           | 22,005 
|Intangible assets (note 6)                                                                                                         |                           |           | 23,841 
|Goodwill (note 7)                                                                                                                  |                           |           | 110,142
|Other assets                                                                                                                       |                           |           | 6,156  
|                                                                                                                                   |                           |           |        
|                                                                                                                                   | Total assets              |           | $      
|                                                                                                                                   |                           |           |        
|Liabilities and Shareholders' Equity                                                                                               |                           |           |        
|Current liabilities:                                                                                                               |                           |           |        
|Accounts payable and accrued liabilities (note 9)                                                                                  |                           | $         | 73,373 
|Income taxes payable                                                                                                               |                           |           | 22,997 
|Current portion of long-term debt (note 12)                                                                                        |                           |           | 424    
|Deferred revenue (note 10)                                                                                                         |                           |           | 112,605
|                                                                                                                                   |                           |           |        
|                                                                                                                                   | Total current liabilities |           |        
|Deferred revenue (note 10)                                                                                                         |                           |           | 2,058  
|Employee future benefits (note 15)                                                                                                 |                           |           | 26,334 
|Asset retirement obligations (note 14)                                                                                             |                           |           | 1,678  
|Accrued restructuring (note 19)                                                                                                    |                           |           | 1,769  
|Long-term debt (note 12)                                                                                                           |                           |           | 4,630  
|                                                                                                                                   |                           |           |        
|                                                                                                                                   | Total liabilities         |           |        
|Shareholders' Equity                                                                                                               |                           |           |        
|Preference shares; no par value; unlimited shares authorized; none issued or outstanding                                           |                           |           |       
|Common shares; no par value; unlimited shares authorized; issued and outstanding as at April 30, 200586,377,012 (200485,174,785) |                           |           | 131,445
|Treasury shares; issued and outstanding as at April 30, 2005816,598 (2004nil)                                                    |                           |           | (6,979 
|Common stock options                                                                                                               |                           |           | 12     
|Contributed surplus                                                                                                                |                           |           | 6,353  
|Retained earnings                                                                                                                  |                           |           | 111,541
|Cumulative foreign exchange translation adjustment                                                                                 |                           |           | (22,074
|                                                                                                                                   |                           |           |        
|Total shareholders' equity                                                                                                         |                           |           | 220,298
|                                                                                                                                   |                           |           |        
|Total liabilities and shareholders' equity                                                                                         |                           | $         | 466,166
|                                                                                                                                   |                           |           |        
|Commitments and contingencies (notes 12, 16 and 22)                                                                                |                           |           |        

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

Approved by the Board of Directors

|/s/ C. KENT JESPERSEN
C. Kent Jespersen
Chairman |  | /s/ ROBERT L. SILLCOX
Robert L. Sillcox
Chairman of the Audit Committee
|------------------------------------------------ |  | -----------------------------------------------------------------------

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Geac Computer Corporation Limited

Consolidated Statements of Earnings

For the years ended April 30, 2005 and 2004

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

|                                                                                                            |                                                     | Year ended April 30,     |        
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------ | -------
|
|Revenue:                                                                                                    |                                                     |                          |        
|                                                                                                            | Software                                            |                          | $      
|                                                                                                            | Support and services                                |                          |        
|                                                                                                            | Hardware                                            |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total revenue            |        
|Cost of revenue:                                                                                            |                                                     |                          |        
|                                                                                                            | Costs of software                                   |                          |        
|                                                                                                            | Costs of support and services                       |                          |        
|                                                                                                            | Costs of hardware                                   |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total cost of revenue    |        
|                                                                                                            |                                                     |                          |        
|Gross profit                                                                                                |                                                     |                          | 284,035
|Operating expenses:                                                                                         |                                                     |                          |        
|                                                                                                            | Sales and marketing                                 |                          |        
|                                                                                                            | Research and development                            |                          |        
|                                                                                                            | General and administrative                          |                          |        
|                                                                                                            | Net restructuring and other unusual items (note 19) |                          |        
|                                                                                                            | Amortization of intangible assets                   |                          |        
|                                                                                                            |                                                     |                          |        
|                                                                                                            |                                                     | Total operating expenses |        
|                                                                                                            |                                                     |                          |        
|Earnings from operations                                                                                    |                                                     |                          | 84,162 
|Interest income                                                                                             |                                                     |                          | 3,318  
|Interest expense                                                                                            |                                                     |                          | (1,583 
|Other income (expense), net                                                                                 |                                                     |                          | 2,252  
|                                                                                                            |                                                     |                          |        
|Earnings from operations before income taxes                                                                |                                                     |                          | 88,149 
|Income taxes (note 20)                                                                                      |                                                     |                          | 11,125 
|                                                                                                            |                                                     |                          |        
|Net earnings                                                                                                |                                                     | $                        | 77,024 
|                                                                                                            |                                                     |                          |        
|Basic net earnings per common share                                                                         |                                                     | $                        | 0.90   
|                                                                                                            |                                                     |                          |        
|Diluted net earnings per common share                                                                       |                                                     | $                        | 0.87   
|                                                                                                            |                                                     |                          |        
|Weighted average number of common shares used in computing basic net earnings per share ('000s) (note 18)   |                                                     |                          | 85,574 
|                                                                                                            |                                                     |                          |        
|Weighted average number of common shares used in computing diluted net earnings per share ('000s) (note 18) |                                                     |                          | 88,170 
|                                                                                                            |                                                     |                          |        

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

4

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Geac Computer Corporation Limited

Consolidated Statement of Shareholders' Equity

For the years ended April 30, 2005 and 2004

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

|                                                                              |                                    | Share capital |   |   |         |   |     |     |   |        |       
|----------------------------------------------------------------------------- | ---------------------------------- | ------------- | - | - | ------- | - | --- | --- | - | ------ | ------
|
|BalanceApril 30, 2003                                                        |                                    | 84,136        |   | $ | 120,976 |   |    |     | $ |       |       
|Issuance of common stock for cash (note 17)                                   |                                    | 1,039         |   |   | 2,907   |   |    |     |   |       |       
|Exercise of stock options granted in connection with acquisition of Extensity |                                    |              |   |   | 119     |   |    |     |   |       |       
|Stock-based compensation (note 17)                                            |                                    |              |   |   |        |   |    |     |   |       |       
|Employee stock purchase plan (note 17)                                        |                                    |              |   |   | 17      |   |    |     |   |       |       
|Net earnings                                                                  |                                    |              |   |   |        |   |    |     |   |       |       
|Foreign exchange translation adjustment                                       |                                    |              |   |   |        |   |    |     |   |       |       
|                                                                              |                                    |               |   |   |         |   |     |     |   |        |       
|BalanceApril 30, 2004                                                        |                                    | 85,175        |   |   | 124,019 |   |    |     |   |       |       
|Issuance of common stock for cash (note 17)                                   |                                    | 1,202         |   |   | 5,767   |   |    |     |   |       |       
|Exercise of stock options granted in connection with acquisition of Extensity |                                    |              |   |   | 32      |   |    |     |   |       |       
|Stock-based compensation (note 17)                                            |                                    |              |   |   |        |   |    |     |   |       |       
|Exercise of stock options                                                     |                                    |              |   |   | 1,143   |   |    |     |   |       |       
|Employee stock purchase plan (note 17)                                        |                                    |              |   |   | 484     |   |    |     |   |       |       
|Restricted share unit plan (note 17)                                          |                                    |               |   |   |         |   |     |     |   |        |       
|                                                                              | Compensation expense               |               |  |   |         |  |     |    |   |        |      
|                                                                              | Purchase of common shares for cash |               |   |   |         |   |     | 817 |   |        | (6,979
|Net earnings                                                                  |                                    |              |   |   |        |   |    |     |   |       |       
|Foreign exchange translation adjustment                                       |                                    |              |   |   |        |   |    |     |   |       |       
|                                                                              |                                    |               |   |   |         |   |     |     |   |        |       
|BalanceApril 30, 2005                                                        |                                    | 86,377        |   | $ | 131,445 |   | 817 |     | $ | (6,979 | )     
|                                                                              |                                    |               |   |   |         |   |     |     |   |        |       

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

5

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Geac Computer Corporation Limited

Consolidated Statements of Cash Flows

For the years ended April 30, 2005 and 2004

(amounts in thousands of U.S. dollars)

|                                                                                    |                                                    | Year ended April 30,                      |        
|----------------------------------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | -------
|
|
|Cash Flows from Operating activities                                                |                                                    |                                           |        
|Net earnings                                                                        |                                                    | $                                         | 77,024 
|Adjustments to reconcile net earnings to net cash provided by operating activities: |                                                    |                                           |        
|                                                                                    | Depreciation                                       |                                           |        
|                                                                                    | Amortization of intangible assets                  |                                           |        
|                                                                                    | Amortization of deferred financing costs (note 11) |                                           |        
|                                                                                    | Stock-based compensation (note 17)                 |                                           |        
|                                                                                    | Employee future benefits                           |                                           |        
|                                                                                    | Future income tax expense (note 20)                |                                           |        
|                                                                                    | Release of tax reserves (note 20)                  |                                           |        
|                                                                                    | Accrued liabilities and other provisions           |                                           |        
|                                                                                    | Gain on sale of assets (note 23)                   |                                           |        
|                                                                                    | Other                                              |                                           |        
|                                                                                    | Changes in operating assets and liabilities:       |                                           |        
|                                                                                    |                                                    | Accounts receivable and other receivables |        
|                                                                                    |                                                    | Prepaid expenses and other assets         |        
|                                                                                    |                                                    | Other assets                              |        
|                                                                                    |                                                    | Accounts payable and accrued liabilities  |        
|                                                                                    |                                                    | Accrued restructuring                     |        
|                                                                                    |                                                    | Asset retirement obligations (note 14)    |        
|                                                                                    |                                                    | Income taxes payable                      |        
|                                                                                    |                                                    | Deferred revenue                          |        
|                                                                                    |                                                    | Other                                     |        
|                                                                                    |                                                    |                                           |        
|Net cash provided by operating activities                                           |                                                    |                                           | 79,956 
|                                                                                    |                                                    |                                           |        
|Cash Flows from Investing activities                                                |                                                    |                                           |        
|Acquisition of Comshare less cash acquired (note 8)                                 |                                                    |                                           |       
|Proceeds from sale of assets less cash divested (note 23)                           |                                                    |                                           |       
|Purchases of investments                                                            |                                                    |                                           | (4,525 
|Sales of investments                                                                |                                                    |                                           | 31,025 
|Additions to property, plant and equipment                                          |                                                    |                                           | (3,417 
|Disposals of property, plant and equipment                                          |                                                    |                                           | 46     
|Change in restricted cash                                                           |                                                    |                                           | (5,893 
|                                                                                    |                                                    |                                           |        
|Net cash provided by (used in) investing activities                                 |                                                    |                                           | 17,236 
|                                                                                    |                                                    |                                           |        
|Cash Flows from Financing activities                                                |                                                    |                                           |        
|Deferred financing costs                                                            |                                                    |                                           |       
|Issue of common shares                                                              |                                                    |                                           | 5,767  
|Purchase of common shares                                                           |                                                    |                                           | (6,979 
|Issuance of long-term debt                                                          |                                                    |                                           | 180    
|Repayment of long-term debt                                                         |                                                    |                                           | (447   
|                                                                                    |                                                    |                                           |        
|Net cash used in financing activities                                               |                                                    |                                           | (1,479 
|                                                                                    |                                                    |                                           |        
|Effect of exchange rate changes on cash and cash equivalents                        |                                                    |                                           | 6,479  
|                                                                                    |                                                    |                                           |        
|Cash and cash equivalents                                                           |                                                    |                                           |        
|Net increase in cash and cash equivalents                                           |                                                    |                                           | 102,192
|Cash and cash equivalentsBeginning of year                                         |                                                    |                                           | 86,050 
|                                                                                    |                                                    |                                           |        
|Cash and cash equivalentsEnd of year                                               |                                                    | $                                         | 188,242
|                                                                                    |                                                    |                                           |        
|Supplemental disclosures of cash flow information:                                  |                                                    |                                           |        
|                                                                                    | Interest paid                                      |                                           | $      
|                                                                                    |                                                    |                                           |        
|                                                                                    | Income taxes paid, net of recoveries (note 20)     |                                           | $      
|                                                                                    |                                                    |                                           |        

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

6

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Geac Computer Corporation Limited

Notes to the Consolidated Financial Statements

April 30, 2005 and 2004

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

1 NATURE OF OPERATIONS

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

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements comprise the financial statements of Geac and its subsidiary companies, which are fully owned by Geac. All inter-company
balances and transactions have been eliminated.

The
consolidated financial statements have been prepared in United States ("U.S.") dollars and in accordance with Canadian generally accepted accounting principles. These principles are
also in conformity, in all material respects, with United States generally accepted accounting principles, except as described in note 25 to the consolidated financial statements.

Reclassifications

Short-term Investments

The Company has adjusted its consolidated balance sheet as at April 30, 2004, and its consolidated statement of cash flows for the year ended
April 30, 2004. In February 2005, the Company determined that its previously issued consolidated balance sheet as at April 30, 2004 required an adjustment to reclassify $26,500 of
auction rate securities from cash and cash equivalents to short-term investments. The auction rate securities were classified as cash and cash equivalents as a result of the Company's
intent to liquidate them within a 60-day period; however the original maturities of the securities exceeded 90 days. The adjustments to the Company's consolidated balance sheet as
at April 30, 2004 resulted in a decrease of cash and cash equivalents of $26,500 and an increase in short-term investments of $26,500. In addition, adjustments to the Company's
consolidated statement of cash flows resulted in a decrease of $6,500 in cash from investing activities for the year ended April 30, 2004 as a result of net purchases of the auction rate
securities. These reclassifications had no impact on the Company's results of operations.

As
of August 1, 2004 the Company no longer held any auction rate securities and ceased investing in these securities given that interest rates increased on traditional investment
vehicles.

7

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Comparative figures

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

Use of estimates

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

Foreign currency translation

Foreign operations maintain their accounts in local currencies using the temporal method. Non-monetary assets and liabilities are translated into
local currency at approximate exchange rates prevailing when the assets were acquired or the liabilities were incurred. All other assets and liabilities are translated into local currency at fiscal
year-end exchange rates. Intangible assets and property, plant and equipment are amortized or depreciated using the carrying amount. All other income and expense items are translated into
local currency at the average rates of exchange prevailing during the year. Gains and losses that result from these translations are included in net earnings of the foreign operation.

The
reporting currency is the U.S. dollar. The assets and liabilities of the Company's foreign operations maintained in local currencies are translated into U.S. dollars on consolidation
at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. Equity items are translated at historical exchange
rates. These translation adjustments are recorded in the "cumulative foreign exchange translation adjustment" in shareholders' equity until the sale of, or upon substantially complete liquidation of,
an investment in a foreign entity. At such time, the related cumulative translation adjustment is recorded in earnings.

Revenue recognition

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

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

8

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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, may additionally be measured
by the renewal rate.

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

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

Revenues
for professional services, including implementation services, are generally recognized as the services are performed. When license arrangements include maintenance and
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 professional services, (3) the professional services are not essential to the functionality of the software, and (4) VSOE exists on
the undelivered maintenance and professional services. The Company uses VSOE of fair value for the professional services and maintenance to account for the arrangement using the residual method,
regardless of any separately stated prices within the contract for each element. VSOE of fair value of professional services is based upon the average hourly rate the Company charges when such
services are sold separately. When the Company enters into contracts to provide professional services only, revenue is recognized as the professional 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 any agreed upon milestones. In the event that a milestone has not been achieved, the associated cost is deferred and revenue is
not recognized until the milestone has been accepted by the customer.

For
arrangements that do not meet the criteria described above, both the license revenues and professional services revenues are recognized using the
percentage-of-completion method where

9

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reasonably
dependable estimates of progress toward completion of a contract can be made. The Company estimates the percentage-of-completion on contracts utilizing costs
incurred to date as a percentage of the estimated 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 the extent of the percentage of revenue recognized to date.
Maintenance revenue is deferred and recognized on a straight-line basis as "support and services" revenue over the life of the related agreement, beginning on the date that the maintenance
services commence. To date, the Company has had no contracts accounted for using the percentage of completion method.

The
timing of revenue recognition may differ from contract payment schedules, resulting in revenues that have been earned but not yet billed. These amounts are included in unbilled
receivables. Customer advances in excess of revenue earned and recognized are recorded as deferred revenue.

Research and development costs

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

Cash and cash equivalents

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

Restricted cash

Cash is considered to be restricted when it is subject to contingent rights of a third party, including customers, vendors, or government agencies. As at
April 30, 2005, $250 of the Company's restricted cash balance was related to customer holdbacks, lease and other deposits, and funds held in escrow related to a legal settlement. An additional
$2,823 was related to cash collateralization of bank guarantees issued for leased office space, vendor, customer and government agency obligations, and $4,774 was related to cash segregated by the
Company to purchase common shares for its restricted share unit plan. As at April 30, 2004, $367 of the Company's restricted cash balance was related to bid proposal deposits, customer
holdbacks, lease and other deposits. Additionally, $1,509 was related to

10

---



cash
collateralization of bank guarantees issued for leased office space, vendor, customer and government agency obligations.

Short-term investments

Short-term investments consist of auction rate securities with original maturities greater than 90 days that are available for sale. The
investments are classified in the consolidated balance sheet as current assets because they can be readily converted into cash or into securities with a shorter remaining time to maturity and because
the Company is not committed to holding the investments until maturity. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates
such designations as of each balance sheet date. Short-term investments are stated at amounts that approximate fair market value, based on quoted market prices.

Allowances for doubtful accounts

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

Property, plant and equipment

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

| |  | Buildings                                                |  | 40 years straight-line                                               
|- |  | -------------------------------------------------------- |  | ---------------------------------------------------------------------
| |  | Computers, processing and office equipment and machinery |  | 3 to 5 years straight-line                                           
| |  | Software                                                 |  | 2 to 3 years straight-line                                           
| |  | Automobiles                                              |  | 4 years straight-line                                                
| |  | Leasehold improvements                                   |  | straight-line over the lease term                                    
| |  | Assets under capital leases                              |  | straight-line over the useful lives of the assets, as indicated above

11

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Property,
plant and equipment are tested for impairment when evidence of a decline in value exists. If it is determined that the carrying value of property, plant and equipment is not
recoverable, a write-down to fair value is charged to earnings in the period that such a determination is made.

Asset retirement obligations

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

Goodwill

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

The
Company completed its annual impairment test as of February 28, 2005, and concluded that there was no impairment of goodwill. All remaining and future acquired goodwill will
be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using the present value of estimated future cash flows. If it is determined that the carrying amount of
goodwill exceeds the fair value of goodwill as a result of the impairment testing, a goodwill impairment loss will be recognized in the consolidated statement of earnings.

Intangible assets

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

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

12

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

| |  | Acquired software                     |  | 1 to 5 years
|- |  | ------------------------------------- |  | ------------
| |  | Customer relationships and agreements |  | 3 to 5 years
| |  | In-process research and development   |  | 3 to 5 years
| |  | Trademarks and names                  |  | 4 years     

Employee future benefit plans

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

Income taxes

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

Investment
tax credits arising from research and development are deducted from the related costs and are included in the determination of earnings in the year they are recognized in the
consolidated financial statements. No investment tax credits have been recognized in the consolidated financial statements for the years ending April 30, 2005 and 2004.

Advertising costs

Advertising costs are expensed as incurred and included as a component of sales and marketing expenses. Advertising expenses incurred for the years ended
April 30, 2005 and 2004 were $3,572 and $3,408, respectively.

Shipping and handling costs

Shipping and handling costs are included in cost of revenue.

13

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Legal contingencies

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

Stock-based compensation

In fiscal 2004, the Company prospectively adopted the revised recommendations of CICA Handbook Section 3870, "Stock-Based Compensation and other
Stock-Based Payments" ("Section 3870"), which requires that a fair value method of accounting be applied to all stock-based compensation payments to both employees and
non-employees. Under the prospective method of adoption, compensation expense is recognized for awards granted after May 1, 2003 based upon the fair value of the awards at the grant
date. The fair value of the awards is recognized as compensation expense in sales and marketing expense, research and development expense, and general and administrative expense, with an increase in
contributed surplus over the vesting period on a straight-line basis. As employee stock options are exercised and as shares issued under the employee stock purchase plan ("ESPP") are
released, the portion of the contributed surplus balance relating to the employee stock options and shares issued under the ESPP is transferred to share capital.

Prior
to May 1, 2003, the Company accounted for its employee stock options and shares issued under the ESPP using the settlement method and no compensation expense was recognized.

For
awards granted during the year ended April 30, 2003, note 17 provides pro forma net earnings and earnings per share disclosure showing the impact of fair value
accounting. The pro forma effect of awards granted and shares issued prior to May 1, 2002 has not been included in the pro forma net earnings and earnings per share information.

The
fair value of stock options and shares issued under the ESPP are estimated at the grant date using the Black-Scholes option pricing model. This model requires the input of a number
of key assumptions, including expected dividend yields, expected stock price volatility, expected time until exercise and risk free interest rates. Although the assumptions used reflect management's
best estimates, they involve inherent uncertainties based on market conditions generally outside of the control of the Company. If other assumptions were used, stock-based compensation expense could
be significantly impacted.

The
fair value of the Company's deferred share units is charged to general and administrative using the graded vesting method. Since the deferred share units will be settled in cash, the
fair value of

14

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the
vested share units is revalued each quarter until the settlement date. The Company has set up a liability in the consolidated balance sheet for the total fair value of the vested deferred share
units.

The
Company's restricted share units are measured at fair value at the grant date and amortized using the graded vesting method to compensation expense from the effective date of the
grant to the final vesting date in sales and marketing expense, research and development expense, and general and administrative expense, with an increase in contributed surplus. As restricted share
units are released under the plan, the portion of the contributed surplus balance relating to the restricted share units is transferred to share capital.

Recently issued accounting pronouncements

Consolidation of Variable Interest Entities

In June 2003, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline No. 15 ("AcG-15") "Consolidation of
Variable Interest Entities". AcG-15 addresses the consolidation of variable interest entities ("VIEs"), which are entities that have insufficient equity at risk to finance their operations
without additional subordinated financial support and/or entities whose equity investors lack one or more of the specified essential characteristics of a controlling financial interest.
AcG-15 provides specific guidance for determining when an entity is a VIE and who, if anyone, should consolidate the VIE. The guideline was effective for the Company for its interim period
beginning November 1, 2004. As the Company did not and does not currently hold any variable interests, the adoption of AcG-15 did not have a material impact on its consolidated
financial position, results of operations and cash flows.

Financial Instruments, Comprehensive Income, Hedges

On January 27, 2005, the Accounting Standards Board issued CICA Handbook Section 1530 "Comprehensive Income" ("Section 1530"), Handbook
Section 3855 "Financial InstrumentsRecognition and Measurement" ("Section 3855") and Handbook Section 3865 "Hedges" ("Section 3865"). Section 3855
expands on CICA handbook section 3860 Financial InstrumentsDisclosure and Presentation by prescribing when a financial instrument is to be recognized on the balance sheet and at
what amount. It also specifies how financial instrument gains and losses are to be presented. Section 3865, Hedges, is optional. It provides alternative treatments to Section 3855 for
entities that choose to designate qualifying transactions as hedges for accounting purposes and specifies how hedge accounting is applied and what disclosures are necessary when it is applied.
Section 1530 introduced a new requirement to temporarily present certain gains and losses outside net earnings in a new component of shareholders' equity entitled Comprehensive Income. These
standards are substantially harmonized with U.S. GAAP and are effective for the Company beginning May 1, 2007. The Company is currently evaluating the impact of these standards on its
consolidated financial position, results of operations and cash flows.

15

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3 ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

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

|                                |  | 2005 |        | 2004 |  
|------------------------------- |  | ---- | ------ | ---- | -
|Trade accounts receivable       |  | $    | 52,589 |      | $
|Allowance for doubtful accounts |  |      | (5,848 | )    |  
|Unbilled receivables            |  |      | 8,222  |      |  
|Other receivables (note 21)     |  |      | 1,890  |      |  
|                                |  |      |        |      |  
|                                |  | $    | 56,853 |      | $
|                                |  |      |        |      |  

4 PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist of the following as at April 30:

|              |  | 2005 |       | 2004
|------------- |  | ---- | ----- | ----
|Insurance     |  | $    | 1,636 |     
|Maintenance   |  |      | 1,649 |     
|Deposits      |  |      | 835   |     
|Taxes         |  |      | 748   |     
|Rent          |  |      | 566   |     
|Prepaid other |  |      | 2,364 |     
|Other assets  |  |      | 432   |     
|              |  |      |       |     
|              |  | $    | 8,230 |     
|              |  |      |       |     

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5 PROPERTY, PLANT AND EQUIPMENT

Property,
plant and equipment consist of the following as at April 30:

|                                                         |  |   |        | 2005 |   |       
|-------------------------------------------------------- |  | - | ------ | ---- | - | ------
|
|Land                                                     |  | $ | 2,279  |      | $ |      
|Buildings                                                |  |   | 10,518 |      |   | 3,201 
|Computers, processing and office equipment and machinery |  |   | 42,716 |      |   | 37,419
|Software                                                 |  |   | 1,752  |      |   | 1,553 
|Automobiles                                              |  |   | 550    |      |   | 504   
|Leasehold improvements                                   |  |   | 13,189 |      |   | 11,139
|Asset retirement obligations                             |  |   | 1,509  |      |   | 956   
|Assets under capital lease (i)                           |  |   | 5,945  |      |   | 1,681 
|                                                         |  |   |        |      |   |       
|                                                         |  | $ | 78,458 |      | $ | 56,453
|                                                         |  |   |        |      |   |       

|                                                         |  |   |         | 2004 |   |       
|-------------------------------------------------------- |  | - | ------- | ---- | - | ------
|
|Land                                                     |  | $ | 2,175   |      | $ |      
|Buildings                                                |  |   | 10,195  |      |   | 2,813 
|Computers, processing and office equipment and machinery |  |   | 79,958  |      |   | 73,832
|Automobiles                                              |  |   | 702     |      |   | 607   
|Leasehold improvements                                   |  |   | 14,889  |      |   | 11,539
|Asset retirement obligations                             |  |   | 1,648   |      |   | 907   
|Assets under capital lease (i)                           |  |   | 5,424   |      |   | 1,450 
|                                                         |  |   |         |      |   |       
|                                                         |  | $ | 114,991 |      | $ | 91,148
|                                                         |  |   |         |      |   |       

---

17

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6 INTANGIBLE ASSETS

Intangible assets consist of the following as at April 30:

|                                      |  |   |        | 2005 |   |       
|------------------------------------- |  | - | ------ | ---- | - | ------
|
|Acquired software                     |  | $ | 28,510 |      | $ | 11,712
|Customer relationships and agreements |  |   | 10,839 |      |   | 5,146 
|In-process research and development   |  |   | 1,483  |      |   | 470   
|Trademarks and names                  |  |   | 775    |      |   | 438   
|                                      |  |   |        |      |   |       
|                                      |  | $ | 41,607 |      | $ | 17,766
|                                      |  |   |        |      |   |       

|                                         |  |   |        | 2004 |   |      
|---------------------------------------- |  | - | ------ | ---- | - | -----
|
|Acquired software(i)                     |  | $ | 28,469 |      | $ | 5,574
|Customer relationships and agreements(i) |  |   | 10,332 |      |   | 2,444
|In-process research and development      |  |   | 1,483  |      |   | 173  
|Trademarks and names(i)                  |  |   | 773    |      |   | 238  
|                                         |  |   |        |      |   |      
|                                         |  | $ | 41,057 |      | $ | 8,429
|                                         |  |   |        |      |   |      

---

7 GOODWILL

Goodwill was as follows as at April 30:

|         |  | 2005 |         | 2004
|-------- |  | ---- | ------- | ----
|Goodwill |  | $    | 110,142 |     
|         |  |      |         |     

For
the years ended April 30, 2005 and 2004 the Company completed its review for potential impairment and concluded that there was no impairment of goodwill.

18

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

|Balance as at April 30, 2003                        |  | $ | 89,386  |  
|--------------------------------------------------- |  | - | ------- | -
|Goodwill from Comshare acquisition (note 8)         |  |   | 37,931  |  
|Goodwill adjustment related to acquisition reserves |  |   | (149    | )
|Goodwill adjustment related to future tax assets    |  |   | (962    | )
|Foreign exchange impact                             |  |   | 2,160   |  
|                                                    |  |   |        
|Balance as at April 30, 2004                        |  |   | 128,366 |  
|Goodwill adjustment related to acquisition reserves |  |   | (1,602  | )
|Goodwill adjustment related to future tax assets    |  |   | (19,482 | )
|Foreign exchange impact                             |  |   | 2,860   |  
|                                                    |  |   |        
|Balance as at April 30, 2005                        |  | $ | 110,142 |  
|                                                    |  |   |        

During
the year ended April 30, 2004 management determined that the valuation allowance related to the Extensity, Inc. acquisition completed in fiscal 2003 should be
reduced by $962 due to new guidance issued by the relevant tax authority, as the more likely than not criteria was met during the year. The goodwill for Extensity Inc. was also adjusted
accordingly in fiscal 2004 for this same amount as well as for $149 related to a release of premise reserves.

During
the year ended April 30, 2005, goodwill was reduced by $1,602 related to acquisition reserves that were reversed. The Company released $644 related primarily to Comshare
premises and severance reserves and a balance of $605 relating to Extensity premises reserves set-up at acquisition that were no longer required. During the year, the Company also sublet
three facilities, the leases of two of the facilities were assumed with the acquisition of Extensity and the lease of one facility was assumed with the Comshare acquisition. As a result of these
sublease agreements, the Company released $353 of the premises reserves which had been set-up at acquisition and were deemed to be no longer required. Additionally, during the year, the
Company reduced goodwill by $19,482 related primarily to an increase in future tax assets. This increase related primarily to a release of valuation allowance of $14,970 and an adjustment to goodwill
based on a Comshare tax filing of $4,512.

8 BUSINESS COMBINATION

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

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

|Cash                                                                                                                                                  |  | $ | 16,625  |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | -
|Other current assets                                                                                                                                  |  |   | 10,411  |  
|Office and computer equipment                                                                                                                         |  |   | 909     |  
|Future income tax assets                                                                                                                              |  |   | 6,323   |  
|Acquired intangible assets (including $20,253 of acquired software, $1,483 of in-process research and development, and $6,755 of customer agreements) |  |   | 28,491  |  
|Goodwill                                                                                                                                              |  |   | 37,931  |  
|Current liabilities                                                                                                                                   |  |   | (11,512 | )
|Future income tax liabilities                                                                                                                         |  |   | (4,481  | )
|Other liabilities (primarily pension obligation)                                                                                                      |  |   | (28,925 | )
|                                                                                                                                                      |  |   |        
|Total purchase price                                                                                                                                  |  | $ | 55,772  |  
|                                                                                                                                                      |  |   |        

9 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

|                                          |  | 2005 |        | 2004
|----------------------------------------- |  | ---- | ------ | ----
|Accounts payable                          |  | $    | 8,600  |     
|Payroll and benefits                      |  |      | 34,055 |     
|Accrued restructuring charges (note 19)   |  |      | 3,034  |     
|Accrued professional fees and legal costs |  |      | 5,466  |     
|Commodity and property taxes              |  |      | 7,895  |     
|Hardware and third party software         |  |      | 3,691  |     
|Insurance                                 |  |      | 773    |     
|Other accrued liabilities                 |  |      | 9,859  |     
|                                          |  |      |        |     
|                                          |  | $    | 73,373 |     
|                                          |  |      |        |     

20

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10 DEFERRED REVENUE

Deferred revenue is comprised of deferrals for maintenance, license and professional services. Long-term deferred revenue, as at April 30, 2005
and 2004, represents amounts received for maintenance and support services to be provided beginning in periods on or after May 1, 2006 and 2005, respectively. The principal components of
deferred revenue were as follows as at April 30:

|                                   |  | 2005 |          | 2004 |  
|---------------------------------- |  | ---- | -------- | ---- | -
|Maintenance                        |  | $    | 104,113  |      | $
|Licenses and professional services |  |      | 10,550   |      |  
|                                   |  |      |          |      |  
|Total deferred revenue             |  |      | 114,663  |      |  
|Less: Current portion              |  |      | (112,605 | )    |  
|                                   |  |      |          |      |  
|Deferred revenuelong-term         |  | $    | 2,058    |      | $
|                                   |  |      |          |      |  

11 CREDIT FACILITY

On September 9, 2003 the Company and certain of its subsidiaries entered into a Loan, Guaranty and Security Agreement (the "Loan Agreement") with Wells
Fargo Foothill, Inc., pursuant to which the Company and certain of its subsidiaries obtained a three-year revolving credit facility (the "Facility") with a $50,000 revolving line of
credit, including a $5,000 letter of credit sub-facility. The interest rate payable on advances under the Facility is, at the Company's option, the prime rate plus 0.50% or LIBOR plus
3.00%. The Facility is collateralized by substantially all of the assets of the Company and certain of its Canadian subsidiaries and guaranteed by certain of its Canadian, United Kingdom and Hungarian
subsidiaries. The Facility is available for the working capital needs and other general corporate purposes of the Company and its subsidiaries that are parties to the Loan Agreement. As of
April 30, 2005, $2,185 of the letter of credit sub-facility has been utilized, and the remaining $47,815 revolving line of credit is available and has not been drawn on.

The
financing costs of $2,828 incurred to close the transaction were recorded as other assets in the second quarter of fiscal 2004 and are being amortized to interest expense on a
straight-line basis over the term of the Facility. Amortization expense related to these financing costs was $943 in fiscal 2005 and $607 in fiscal 2004.

The
Company is subject to various customary financial covenants under the Facility. The Company was in compliance with all such covenants as at April 30, 2005 and 2004.

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12 LONG-TERM DEBT

Long-term debt consists of the following as at April 30:

|                          |                                                                            | 2005 |       | 2004  |  
|------------------------- | -------------------------------------------------------------------------- | ---- | ----- | ----- | -
|Uncollateralized loans    |                                                                            |      |       |       |  
|                          | Euro loans bearing interest at 4.6% per annum, repayable in fiscal 2005    |      | $     |      |  
|Capital lease obligations |                                                                            |      |       |       |  
|                          | Bearing interest at 8.0% per annum (20048.0% per annum), payable in Euros |      |       | 5,054 |  
|                          |                                                                            |      |       |       |  
|Total long-term debt      |                                                                            |      | 5,054 |       |  
|Less: Current portion     |                                                                            |      | (424  | )     |  
|                          |                                                                            |      |       |       |  
|Long-term debt            |                                                                            | $    | 4,630 |       | $
|                          |                                                                            |      |       |       |  

The
interest expense on long-term debt is as follows:

|                                             |  | Year ended April 30,
|-------------------------------------------- |  | --------------------
|
|Interest expense on total long-term debt     |  | $                   
|Interest expense on capital lease obligation |  | $                   

The
capital repayments required on the Company's total long-term debt are as follows:

|                    |  | Year ending April 30,
|------------------- |  | ---------------------
|2006                |  | $                    
|2007                |  |                      
|2008                |  |                      
|2009                |  |                      
|2010                |  |                      
|2011 and subsequent |  |                      
|                    |  |                      
|                    |  | $                    
|                    |  |                      

13 FINANCIAL INSTRUMENTS

Financial instruments included in the consolidated balance sheets consist of cash equivalents, restricted cash, short-term investments, accounts
receivable and other receivables, unbilled receivables, accounts payable, accrued liabilities, income taxes payable, employee future benefits, asset retirement obligations, accrued restructuring and
long-term debt.

a. Fair values of financial assets and liabilities

The fair values of cash equivalents, restricted cash, short-term investments, accounts receivable and other receivables, unbilled receivables,
accounts payable, accrued liabilities, and income taxes payable approximate their carrying values because of the short-term maturity of those instruments. At April 30,

22

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2005,
there is no significant difference between the carrying value and the fair value of employee future benefits, asset retirement obligations, accrued restructuring and long-term debt.

b. Credit risk

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

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

c. Interest rate risk

The Company is subject to interest rate risk on its senior secured credit facility. The Facility will bear interest at a variable rate based on margin over the
prime rate or LIBOR, as the case may be. Since there is no amount outstanding under the senior secured credit facility, there would be no impact of a one percentage change in interest rates at
April 30, 2005.

Additionally,
there is no interest rate risk on the sub-facility of the senior secured credit facility or the long-term debt given that the Company is locked into
fixed rates.

d. Foreign exchange risk

The Company is subject to foreign exchange risk because a significant portion of its business is transacted in currencies other than U.S. dollars. The Company is
not a party to any derivative instruments.

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

14 ASSET RETIREMENT OBLIGATIONS

The Company has obligations with respect to the retirement of leasehold improvements at maturity of facility leases and the restoration of facilities back to
their original condition at the end of the lease term. For its year ended April 30, 2004, the Company early adopted the provisions of CICA Handbook Section 3110, "Asset Retirement
Obligations" ("Section 3110").

23

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The
following table details the changes in the Company's leasehold retirement liability for the year ended April 30, 2005:

|Asset retirement obligation balance, April 30, 2004 |  | $ | 1,648 |  
|--------------------------------------------------- |  | - | ----- | -
|Additions to the obligations                        |  |   | 64    |  
|Accretion charges                                   |  |   | 96    |  
|Payment                                             |  |   | (159  | )
|Amounts released due to settlements                 |  |   | (498  | )
|Revisions in estimates                              |  |   | 387   |  
|Foreign exchange impact                             |  |   | 140   |  
|                                                    |  |   |      
|Asset retirement obligation balance, April 30, 2005 |  | $ | 1,678 |  
|                                                    |  |   |      

Discount
rates used are based on credit-adjusted risk-free interest rates on government bonds ranging from 2.0% to 7.5% depending on the lease term. Based on the Company's
current lease commitments, obligations are required to be paid through fiscal 2015. Revisions to these obligations may be required if estimated restoration costs or discount rates change. As at
April 30, 2005 the total undiscounted amount estimated to settle the asset retirement obligation was $1,980. During the year ended April 30, 2005, $159 (2004Nil) was paid to
settle the Company's asset retirement obligations.

15 EMPLOYEE FUTURE BENEFITS

Defined contribution pension plans

The Company sponsors a number of defined contribution plans in Europe, of which the most significant are in the United Kingdom, Italy and Germany. Contributions
to the Company's European defined contribution pension plans are generally based on salary and years of service.

The
Company also sponsors a 401(k) plan in the United States, the Geac Computers, Inc. 401(k) savings plan ("401(k) Plan"). Under the 401(k) Plan, employees can make
pre-tax contributions of up to 50% of their eligible earnings, or post-tax contributions of up to 5% of their eligible earnings. The Company matches 25% of employee
pre-tax contributions up to a maximum of either 6% of the employee's eligible earnings or $1.5, which ever is less. The Company can also decide to make non-elective
contributions based on a percentage of the employee's eligible earnings and the Company's profits. Matching contributions are subject to a vesting schedule over a five year period, and
non-elective contributions vest immediately.

Prior
to the acquisition of Comshare, a subsidiary of Comshare in the United Kingdom maintained a defined contribution plan for some of the Comshare employees in the United Kingdom. In
connection with the acquisition of Comshare, the Company assumed the defined contribution plan. Since inception of the plan through June 30, 2002, the plan provided a minimum annual company
contribution of 2.5% of the employee's compensation and matching contribution up to an additional 2.5% of compensation, based on employee contributions. Effective July 1, 2002 the Company
contribution formula was amended to eliminate the minimum company contribution and cap the maximum company contribution at 3% of compensation.

24

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

|                                           |  | 2005 |     | 2004
|------------------------------------------ |  | ---- | --- | ----
|Defined contribution retirement obligation |  | $    | 800 |     

Pension
expense related to the Company's defined contribution plans was approximately $1,901 (2004$2,283).

Defined benefit pension plan

The Company's subsidiary in France has a defined benefit plan, which covers all employees working in France. Under the plan, retiring allowances must by law be
paid by the employer when the employee retires. The payment is based upon number of years of service and salary level, and no amounts are required to be paid to employees who have less than five years
of service. There were no contributions to the plan for the year ended April 30, 2005.

The
United Kingdom Comshare subsidiary also had a defined benefit plan which covered substantially all of its employees hired prior to January 1, 1994, based on years of service
and final average salary. This plan was frozen on April 1, 1997, with no further benefits accruing under the plan. As of April 30, 2005, the plan was funded to the minimum legal funding
requirement.

The
Company used a measurement date of April 30, 2005 for its pension plans and its accrued benefit obligations. The most recent actuarial valuation of the pension plans for
funding purposes was as of April 30, 2005.

The
assumptions used in determining the actuarial present value of accrued pension benefits were developed by reference to expected long term market conditions. The weighted-average of
significant assumptions adopted in measuring the Company's obligations and costs are as follows as at April 30:

|                             |                                        | 2005 |      | 2004 |     
|---------------------------- | -------------------------------------- | ---- | ---- | ---- | ----
|Projected benefit obligation |                                        |      |      |      |     
|                             | Discount rate                          |      | 5.23 | %    | 5.74
|                             | Rate of compensation increase          |      | 0.06 | %    | 0.06
|Net periodic benefit cost    |                                        |      |      |      |     
|                             | Discount rate                          |      | 5.59 | %    | 5.44
|                             | Expected rate of return on plan assets |      | 5.86 | %    | 5.91
|                             | Rate of compensation increase          |      | 0.33 | %    | 0.31

25

---



Information
about the Company's defined benefit pension plans is as follows for the years ended April 30, 2005 and 2004:

|                                                         |                                                             | 2005 |        | 2004  |  
|-------------------------------------------------------- | ----------------------------------------------------------- | ---- | ------ | ----- | -
|Change in benefit obligation                             |                                                             |      |        |       |  
|Accrued benefit obligation, beginning of year            |                                                             | $    | 41,803 |       | $
|                                                         | Benefit obligation assumed upon the acquisition of Comshare |      |        |      |  
|                                                         | Interest cost on accrued benefit obligations                |      |        | 2,481 |  
|                                                         | Service cost                                                |      |        | 81    |  
|                                                         | Actuarial loss (gain)                                       |      |        | 3,445 |  
|                                                         | Benefits payments                                           |      |        | (660  | )
|                                                         | Prior service cost due to plan amendment                    |      |        | 132   |  
|                                                         | Assumption changes                                          |      |        | 85    |  
|                                                         | Curtailment/settlement                                      |      |        |      |  
|                                                         | Currency translation adjustment                             |      |        | 3,265 |  
|                                                         |                                                             |      |        |       |  
|Accrued benefit obligation, end of year                  |                                                             | $    | 50,632 |       | $
|                                                         |                                                             |      |        |       |  
|Change in plan assets                                    |                                                             |      |        |       |  
|Fair value of plan assets, beginning of year             |                                                             | $    | 21,834 |       | $
|                                                         | Pension assets acquired upon the acquisition of Comshare    |      |        |      |  
|                                                         | Actual return on plan assets                                |      |        | 2,194 |  
|                                                         | Employer contribution                                       |      |        | 371   |  
|                                                         | Benefits payments                                           |      |        | (617  | )
|                                                         | Currency translation adjustment                             |      |        | 1,761 |  
|                                                         |                                                             |      |        |       |  
|Fair value of plan assets, end of year                   |                                                             | $    | 25,543 |       | $
|                                                         |                                                             |      |        |       |  
|Unfunded amount                                          |                                                             | $    | 25,089 |       | $
|Unamortized prior service cost                           |                                                             |      | (122   | )     |  
|Unamortized actuarial gain                               |                                                             |      | 567    |       |  
|                                                         |                                                             |      |        |       |  
|Net amount recognized in the consolidated balance sheets |                                                             | $    | 25,534 |       | $
|                                                         |                                                             |      |        |       |  

|                                        |  | Year ended
April 30, 2005 |        | Year ended
April 30, 2004 |  
|--------------------------------------- |  | ------------------------- | ------ | ------------------------- | -
|Components of net periodic pension cost |  |                           |        |                           |  
|Current interest costs                  |  | $                         | 2,481  |                           | $
|Current service costs                   |  |                           | 81     |                           |  
|Amortization of prior service costs     |  |                           | 10     |                           |  
|Less: Expected return on plan assets    |  |                           | (1,531 | )                         |  
|                                        |  |                           |        |                           |  
|Net period benefit cost                 |  | $                         | 1,041  |                           | $
|                                        |  |                           |        |                           |  

26

---



Plan assets

The asset allocation for the Company's pension plan by asset category is as follows:

|                  |  | Target
Allocation 2006 |  | Percentage of Plan Assets
at April 30, 2005 |  | Percentage of Plan Assets
at April 30, 2004
|----------------- |  | ---------------------- |  | ------------------------------------------- |  | -------------------------------------------
|Equity securities |  | 60%                    |  | 61.9%                                       |  | 61.7%                                      
|Debt securities   |  | 40%                    |  | 38.1%                                       |  | 38.3%                                      

The
weighted average of the long-term rates of return that are expected on the actual assets held as of April 30, 2005 is 6.75%
(2004 - 6.75%) per annum. Asset return assumptions are derived following consideration of the Company's current investment mix and from an analysis of long-term
historical data relevant to the country where the plan is in effect and the investments applicable to the plan.

Investment Policy

The Company's investment strategy for its plan assets is to seek a competitive rate of return relative to an appropriate level of risk. The assets of the plan are
invested in equity and bond funds consistent with the requirements of local law. Depending on the design of the plan, and local custom and market circumstances, the minimum liabilities of a plan may
exceed qualified plan assets.

Future Contributions and Funding Policy

The Company made $371 (2004nil) in contributions to its defined benefit pension plans for the year ending April 30, 2005. The Company expects
to contribute $382 to its defined benefit pension plans in 2006. The Company's intention is to fund its defined benefit pension plans in amounts at least sufficient to meet the minimum requirements of
the applicable local laws and regulations.

Future benefit payments

Anticipated future retirement payments are as follows:

|                                |  | Year ending April 30,
|------------------------------- |  | ---------------------
|2006                            |  | $637                 
|2007                            |  | $660                 
|2008                            |  | $694                 
|2009                            |  | $720                 
|2010                            |  | $848                 
|2011 and subsequent (per annum) |  | At least $1,188      

16 COMMITMENTS AND CONTINGENCIES

The Company has operating leases on rental equipment for varying terms up to a maximum of 5 years, leases on vehicles for varying terms up to a maximum of
4 years, and has entered into leases

27

---



for
the rental of premises for varying terms up to a maximum of 20 years. Aggregate lease payments along with the anticipated sub-lease income in each of the next five years and
thereafter are as follows:

|                                         |  | Year ending April 30,
|---------------------------------------- |  | ---------------------
|
|2006                                     |  | $                    
|2007                                     |  |                      
|2008                                     |  |                      
|2009                                     |  |                      
|2010                                     |  |                      
|2011 and subsequent                      |  |                      
|                                         |  |                      
|Total obligations under operating leases |  | $                    
|                                         |  |                      

The
total expense incurred on operating leases for the year ended April 30, 2005 was $12,410 (2004$16,151). Anticipated sublease income relates to contractual amounts
due from third parties who have sublet the Company's leased premises.

The
Company has a capital lease on land and a building (notes 5 and 12) for a remaining term of 6 years. Aggregate lease payments on assets held under capital lease in each
of the next five years are as follows:

|                                                    |  | Year ending April 30, |       
|--------------------------------------------------- |  | --------------------- | ------
|2006                                                |  | $                     | 651   
|2007                                                |  |                       | 651   
|2008                                                |  |                       | 651   
|2009                                                |  |                       | 651   
|2010                                                |  |                       | 651   
|2011 and subsequent                                 |  |                       | 3,772 
|                                                    |  |                       |       
|                                                    |  |                       | 7,027 
|Less: Imputed interest on capital lease obligations |  |                       | (1,973
|                                                    |  |                       |       
|Total obligations under capital leases              |  | $                     | 5,054 
|                                                    |  |                       |       

As
at April 30, 2005, letters of credit and bank guarantees are outstanding for approximately $5,138 (2004$3,324) of which $2,823 (2004$1,509) are cash
collateralised and included in restricted cash.

See
note 22 for legal contingencies.

28

---





17 SHARE CAPITAL

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

Stock-based compensation

In fiscal 2004, the Company adopted the revised recommendations of CICA Handbook Section 3870, "Stock-Based Compensation and other Stock-Based Payments"
("Section 3870"), which requires that a fair value method of accounting be applied to all stock-based compensation payments to both employees and non-employees. In accordance with
the transitional provisions of Section 3870, the Company has prospectively applied the fair value method of accounting for stock option awards granted and shares issued under its Employee Stock
Purchase Plan ("ESPP") after May 1, 2003 and, accordingly, has recorded compensation expense in fiscal 2004 and fiscal 2005 with an increase in contributed surplus. As employee stock options
are exercised and as shares issued under the ESPP are released, the portion of the contributed surplus balance relating to the employee stock options and shares issued under the ESPP is transferred to
share capital.

Prior
to May 1, 2003, the Company accounted for its employee stock options and shares issued under ESPP using the settlement method and no compensation expense was recognized.

For
awards granted during the year ended April 30, 2003, the standard requires the disclosure of pro forma net earnings and earnings per share information as if the Company had
accounted for employee stock options and shares issued under the ESPP using the fair value method. The pro forma effect of awards granted and shares issued prior to May 1, 2002 has not been
included in the pro forma net earnings and earnings per share information.

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

|AssumptionsStock Options                                        |  | 2005 |        | 2004
|---------------------------------------------------------------- |  | ---- | ------ | ----
|Weighted average risk-free interest rate                         |  |      | 4.33%  |     
|Weighted average expected life (in years)                        |  |      | 7      |     
|Weighted average volatility in the market price of common shares |  |      | 66.12% |     
|Weighted average dividend yield                                  |  |      | 0.00%  |     
|Weighted average grant date fair values of options issued        |  | $    | 4.45   |     

|AssumptionsESPP                                                   |  | 2005 |        | 2004
|------------------------------------------------------------------ |  | ---- | ------ | ----
|Weighted average risk-free interest rate                           |  |      | 2.29%  |     
|Weighted average expected life (in years)                          |  |      | 0.50   |     
|Weighted average volatility in the market price of common shares   |  |      | 36.55% |     
|Weighted average dividend yield                                    |  |      | 0.00%  |     
|Weighted average grant date fair values of awards or shares issued |  | $    | 2.57   |     

29

---



For
the year ended April 30, 2005, the Company expensed $3,495 (2004$2,368) relating to the fair value of options granted in fiscal 2004 and 2005 which vested in
fiscal 2005 and $623 (2004$17) relating to the fair value of shares issued under the ESPP in 2005. Contributed surplus was credited $4,118 ($2004$2,385) for these awards and
the balance will be reduced as the awards are exercised. The amount initially recorded for the awards in contributed surplus will be transferred to share capital along with the proceeds received on
exercise. Contributed surplus was reduced by $484 (2004$17) relating to shares issued under the ESPP during fiscal year 2005.

Stock option plan

Stock options have been granted to employees, directors, and executive officers to purchase common shares at or above the prevailing market price at the time of
the grant under the Company's various employee stock option plans. Options under these plans typically vest over three to four years and expire ten years from the date granted. Currently, the Company
is only granting options under Geac's Stock Option Plan VI ("Plan VI"). The maximum number of shares reserved for Plan VI is 9,554,016. As at April 30, 2005, the total number still available to
be issued under Plan VI was 1,360,362 (2004-441,106) options.

In
March 2003, the Company acquired Extensity, Inc. In accordance with the terms of the merger agreement, the Company assumed all of the Extensity outstanding options on
the closing date of March 6, 2003. The fair value of $163 of the assumed options was recognized as part of the share capital of the Company for the year ended April 30, 2003. During the
year ended April 30, 2005, 20,619 (2004 - 85,710) of the 112,984 options were exercised, reducing the common stock options account by $32 (2004$119) and
increasing the common shares account by $32
(2004$119). The Company's share capital account was credited $37 (2004$166) for cash received from employees exercising these options.

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

During
fiscal 2005, 550,000 stock options (2004 -3,469,007) were granted to employees, directors and executive officers which vest over four years and expire ten years
subsequent to the grant date.

30

---



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

|                                                                   |  | 2005   |   | 2004
|------------------------------------------------------------------ |  | ------ | - | ----
|
|
|OutstandingBeginning of year                                      |  | 9,255  |   | $   
|Options granted                                                    |  | 550    |   | $   
|Options exercised                                                  |  | (991   | ) | $   
|Options expired                                                    |  | (485   | ) | $   
|Options forfeited                                                  |  | (1,678 | ) | $   
|                                                                   |  |        |   |     
|OutstandingEnd of year                                            |  | 6,651  |   | $   
|                                                                   |  |        |   |     
|Weighted average exercise price of options exercisableEnd of year |  |        |   | $   
|                                                                   |  |        |   |     

For
the years ended April 30, 2005 and 2004, the Company's share capital account was credited with $4,666 and $2,819 respectively, for cash received from employees upon the
exercise of stock options including cash received in connection with the exercise of the Extensity options and $1,143 for a transfer from contributed surplus.

|             |  | Options Outstanding |  |     |  |   |       | 
|------------ |  | ------------------- |  | --- |  | - | ----- | 
|
|
|
|$0.383.52   |  | 174,084             |  | 6.0 |  | $ | 2.94  | 
|$4.245.01   |  | 1,277,311           |  | 7.6 |  | $ | 4.61  | 
|$6.119.36   |  | 5,058,875           |  | 7.8 |  | $ | 6.99  | 
|$10.1529.25 |  | 112,000             |  | 4.4 |  | $ | 28.68 | 
|$32.9241.25 |  | 29,000              |  | 1.4 |  | $ | 37.61 | 
|             |  |                     |  |     |  |   |       | 
|$0.3841.25  |  | 6,651,270           |  | 7.6 |  | $ | 6.92  | 
|             |  |                     |  |     |  |   |       | 

31

---



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

|                                           |                                                        | Year ended April 30, |       
|------------------------------------------ | ------------------------------------------------------ | -------------------- | ------
|
|Net earningsas reported                   |                                                        | $                    | 77,024
|                                           | Pro forma stock-based compensation expense, net of tax |                      |       
|                                           |                                                        |                      |       
|Net earningspro forma                     |                                                        | $                    | 76,622
|                                           |                                                        |                      |       
|Basic net earnings per shareas reported   |                                                        | $                    | 0.90  
|                                           | Pro forma stock-based compensation expense per share   |                      |       
|                                           |                                                        |                      |       
|Basic net earnings per sharepro forma     |                                                        | $                    | 0.90  
|                                           |                                                        |                      |       
|Diluted net earnings per shareas reported |                                                        | $                    | 0.87  
|                                           | Pro forma stock-based compensation expense per share   |                      |       
|                                           |                                                        |                      |       
|Diluted net earnings per sharepro forma   |                                                        | $                    | 0.87  
|                                           |                                                        |                      |       

The
assumptions used to calculate pro forma stock-based compensation expense were as follows:

|Weighted average risk-free interest rate                         |  |   | 4.54% 
|---------------------------------------------------------------- |  | - | ------
|Weighted average expected life (in years)                        |  |   | 6.6   
|Weighted average volatility in the market price of common shares |  |   | 75.81%
|Weighted average dividend yield                                  |  |   | 0.00% 
|Weighted average grant date fair values of options issued        |  | $ | 2.09  

Employee stock purchase plan

The Company's employee stock purchase plan (the "Old ESPP") became effective in August 2001. Under the Old ESPP, membership was limited to employees
resident in Canada and after entering continuous full-time employment with the Company or a subsidiary of the Company. The maximum number of common shares issuable under the Old ESPP was
600,000. During fiscal 2004, 26,973 shares were issued to employees under this plan at a weighted average price of Cdn$4.48 per share. The Company's share capital account was credited for $88 for cash
received from employees for purchases of stock under the Old ESPP and $17 for a transfer from contributed surplus.

The
Company's 2003 Employee Stock Purchase Plan (the "New ESPP") was approved by the Company's shareholders in September 2003. Under the New ESPP, employees of the Company
resident in Canada and the United States are entitled to participate with additional countries to be added over time. The maximum number of common shares issuable under the New ESPP is 2,000,000
shares. As at April 30, 2005, 211,078 (2004nil) common shares were issued to employees under this new plan. The Company's share capital account was credited $1,101 for cash
received from employees for purchases of stock under the New ESPP and $484 for a transfer from contributed surplus.

32

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Amended and restated shareholder protection rights plan

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

One
right (a "Right") was issued on March 15, 2000, the date of implementation of the Original Plan, for each common share that was outstanding on that date or issued
subsequently. Under the Amended Plan, the Rights were reconfirmed and the Company reconfirmed its authorization to continue the issuance of one new Right for each common share issued. Generally, each
Right, except for Rights owned by an acquiring person (as defined in the Amended Plan) will, if certain events occur, constitute the right to purchase from the Company, on payment of the exercise
price, that number of common shares of the Company having an aggregate market price equal to twice the exercise price, subject to adjustment in certain circumstances. Prior to the separation time (as
defined in the Amended Plan), the exercise price for a Right is equal to three times the market price from time to time. After the separation time, the exercise price is three times the market price
at the separation time. The Rights become exercisable after the separation time, which generally occurs ten days after a person acquires beneficial ownership of or announces an intention to acquire
20% or more of the voting securities of the Company, unless the Board of Directors determines that it should be a later date. Until the separation time, the Rights trade together with the existing
common shares. The Board of Directors may, in certain circumstances, redeem outstanding Rights at a redemption price of $0.001 per Right.

Directors' deferred share unit plan

In March 2004, the Board authorized a Director's deferred share unit (DSU) plan. Under the DSU plan, the Human Resources and Compensation Committee of the
Board, or its designee, may grant deferred share units to members of the Company's Board of Directors relating to compensation for the services rendered to the Company as a member of the Board. Units
issued under the DSU plan may be subject to vesting conditions or certain share ownership requirements. Each DSU entitles the participant to receive a cash payment or shares, at the option of the
Company, upon termination of directorship in an amount calculated with reference to the trading price of a Geac common share on the Toronto Stock Exchange on the date of termination. Ten thousand
units were issued under this DSU plan as at April 30, 2004 to each non-executive Director of the Company, with one-third of the units vesting on the date of issuance,
one-third vesting on April 30, 2005 and one-third vesting on April 30, 2006. During the year ended April 30, 2005, an additional 6,000 units were issued to
each non-executive Director of the Company. Additionally, all units granted, including those granted in fiscal 2004, became immediately vested. As a result, the Company recognized
compensation expense of $914 in general and administrative expense for the year ended April 30, 2005, with a corresponding liability included in accounts payable and accrued liabilities.

33

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Restricted share unit plan

In September 2004, the Board of Directors authorized a Restricted share unit (RSU) plan. Under the RSU plan, the Human Resources and Compensation Committee
of the Board, or its designee, may grant restricted share units to employees of the Company as a bonus or similar payment in respect of services rendered to the Company. Units issued under the RSU are
currently subject to vesting conditions as follows; 20% vest one year subsequent to the grant date, 30% vest two years subsequent to the grant date, and 50% vest three years subsequent to the grant
date. Each vested restricted share unit gives the employee the right to receive one share of the Company's common stock. As of April 30, 2005, 1,358,250 units were granted under the RSU plan.
The common shares for which restricted share units may be exchanged may be purchased on the open market by a trustee appointed and funded by the Company. As no common shares will be issued by the
Company pursuant to the plan, the plan is non-dilutive to existing shareholders. As at April 30, 2005, the Trust had purchased 816,598 common shares from the open market for $6,979,
which are reserved for issuance under the RSU plan. Compensation expense related to the Company's restricted share unit plan, was $1,494, for the year ended April 30, 2005. As of May 5,
2005, all of the remaining common shares required for issuance under the RSU plan have been funded through open market purchases of the Corporation's shares and are held in trust for the benefit of
the RSU Plan participants.

18 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

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

|                                                             |  | 2005   |  | 2004  
|------------------------------------------------------------ |  | ------ |  | ------
|
|Basic weighted average number of common shares outstanding   |  | 85,574 |  | 84,645
|Employee stock options                                       |  | 2,334  |  | 1,588 
|Restricted share units                                       |  | 262    |  |      
|                                                             |  |        |  |       
|Diluted weighted average number of common shares outstanding |  | 88,170 |  | 86,233
|                                                             |  |        |  |       

19 NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

For the years ended April 30, 2005 and 2004, the recovery in net restructuring and other unusual items was comprised of the following:

|                                          |  | 2005 |       | 2004
|----------------------------------------- |  | ---- | ----- | ----
|Unusual items                             |  | $    | 1,701 |     
|Restructuring reversals                   |  |      | 2,023 |     
|                                          |  |      |       |     
|Net restructuring and other unusual items |  | $    | 3,724 |     
|                                          |  |      |       |     

34

---



Unusual items

During the year ended April 30, 2005, unusual items was credited $1,566 related to an amount loaned to a former officer of the Company that was previously
reserved and subsequently recovered. See note 21. Additionally, the Company reversed an accrued liability of $135 which, based on changing circumstances, was determined to no longer be
required.

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

Restructuring expense

For the year ended April 30, 2005, the Company recorded a reversal of $2,023, comprised of $1,383 in releases related to lease termination costs that are
no longer required and $640 of severance amounts and other prior acquisition related reserves that were released to adjust the accruals to match the current estimates of the amounts required.

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

35

---



Restructuring accrual

Activity related to the Company's restructuring plans, business rationalization, and integration actions was as follows:

|                                                  |  | Premises
Restructuring |        | Workforce
Reductions |   | Total  |  
|------------------------------------------------- |  | ---------------------- | ------ | -------------------- | - | ------ | -
|April 30, 2003 provision balance                  |  | $                      | 17,658 |                      | $ | 5,625  |  
|Fiscal year 2004 provision additions              |  |                        | 3,101  |                      |   | 5,990  |  
|Fiscal year 2004 costs charged against provisions |  |                        | (4,860 | )                    |   | (8,661 | )
|Fiscal year 2004 provision release                |  |                        | (3,699 | )                    |   | (1,738 | )
|                                                  |  |                        |        |                      |   |        |  
|April 30, 2004 provision balance                  |  |                        | 12,200 |                      |   | 1,216  |  
|Fiscal year 2005 provision additions              |  |                        | 546    |                      |   | 2,785  |  
|Fiscal year 2005 costs charged against provisions |  |                        | (5,236 | )                    |   | (3,225 | )
|Fiscal year 2005 provision release                |  |                        | (3,245 | )                    |   | (238   | )
|                                                  |  |                        |        |                      |   |        |  
|April 30, 2005 provision balance                  |  | $                      | 4,265  |                      | $ | 538    |  
|                                                  |  |                        |        |                      |   |        |  
|Less: Current portion (note 9)                    |  |                        |        |                      |   |        |  
|                                                  |  |                        |        |                      |   |        |  
|Long-term portion of restructuring accrual        |  |                        |        |                      |   |        |  
|                                                  |  |                        |        |                      |   |        |  

For
the year ended April 30, 2005, the Company accrued a total of $2,785 in severance and $546 in lease termination costs that related to the rationalization of the Company's
North American and European business locations.

As
at April 30, 2005, the Company has a balance of $4,265 related to accrued premises restructuring cost. The Company anticipates that the remainder of these balances will be
utilized through fiscal 2008. Of this amount, approximately $324 is related to the acquisition of Comshare and a balance of $1,913 remains related to the acquisition of Extensity. The remainder of the
balance relates to premises in the Company's North American and European businesses.

As
at April 30, 2005, a balance of $538 is remaining for severance, of which the remainder will substantially be paid by the end of the second quarter of fiscal 2006, and will
include employees from the support and services, development, general and administrative and sales and marketing areas.

For
the year ended April 30, 2004, the Company recorded a restructuring liability of approximately $4,992 related to the acquisition of Comshare. An amount of $3,125 was accrued
related to workforce reductions for 72 employees of Comshare in the general and administrative, support and services, and sales and marketing areas. As at April 30, 2004, restructuring of the
Comshare workforce was substantially complete. The remaining balance of $1,867 related to lease termination costs. Of this balance, $190 has been paid through April 30, 2004 and the remaining
balance will be recognized through to the end of the contractual lease obligation of the premises.

During
the year ended April 30, 2004, the Company also accrued $2,865 in severance and $1,234 in lease termination costs related to the rationalization of the North American and
European businesses. As at April 30, 2004, a balance of approximately $1,082 was remaining for severance, of

36

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which
the remainder was paid in the first half of 2005 and will include employees from the support and services, development and sales and marketing areas. The remaining balance for accrued premises
restructuring was $6,164 as at April 30, 2004. The Company anticipates that the remainder of the balance will be utilized through fiscal 2009.

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

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

20 INCOME TAXES

For the years ending April 30, 2005 and 2004, the provision for income taxes was $11,125 and $13,674, respectively, and the effective tax rates were 12.6%
and 19.3%, respectively. The decrease in the effective tax rate for fiscal 2005 from fiscal 2004 was predominantly due to a net release of reserves of $14,113 for tax filing positions due to a change
in circumstances, compared to a release of reserves of $3,020 for fiscal 2004.

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

|                                                                   |  | Year ended April 30, |        
|------------------------------------------------------------------ |  | -------------------- | -------
|
|Combined basic Canadian federal and provincial income tax rate     |  |                      | 36.1%  
|Provision for income taxes based on above rate                     |  | $                    | 31,839 
|Decrease resulting from:                                           |  |                      |        
|Tax reserve releases                                               |  |                      | (14,113
|Foreign tax rate differences                                       |  |                      | (1,782 
|Change in valuation allowance                                      |  |                      | (5,726 
|Other                                                              |  |                      | 907    
|                                                                   |  |                      |        
|Provision for income taxes per consolidated statements of earnings |  | $                    | 11,125 
|                                                                   |  |                      |        

Total
amount of income taxes paid in excess of recoveries is $6,322 (2004$5,091).

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Income tax expense

|                                               |  | Year ended April 30, |       
|---------------------------------------------- |  | -------------------- | ------
|
|Current income tax expense                     |  | $                    | (9,524
|Change in temporary differences                |  |                      | 7,929 
|Realization of non-capital loss carry-forwards |  |                      | 18,446
|Change in valuation allowance                  |  |                      | (5,726
|                                               |  |                      |       
|Future income tax expense                      |  |                      | 20,649
|                                               |  |                      |       
|Total income tax expense                       |  | $                    | 11,125
|                                               |  |                      |       

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

|                                        |  | 2005 |         | 2004 |  
|--------------------------------------- |  | ---- | ------- | ---- | -
|Provisions and other                    |  | $    | 9,125   |      | $
|Deferred revenue                        |  |      | 95      |      |  
|Valuation allowance                     |  |      | (928    | )    |  
|                                        |  |      |         |      |  
|Future income taxescurrent             |  |      | 8,292   |      |  
|Property, plant and equipment and other |  |      | 18,359  |      |  
|Non-capital loss carry-forwards         |  |      | 37,353  |      |  
|Capital loss carry-forwards             |  |      | 31,213  |      |  
|Intangible assets                       |  |      | (8,074  | )    |  
|Valuation allowance                     |  |      | (44,293 | )    |  
|                                        |  |      |         |      |  
|Future income taxesnon-current         |  |      | 34,558  |      |  
|                                        |  |      |         |      |  
|Total future income taxes               |  | $    | 42,850  |      | $
|                                        |  |      |         |      |  

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

The
Company has non-capital losses of approximately $126,514 (2004$160,842), which are available for carry-forward against taxable income in future years and
which expire as shown in the table below. Certain non-capital losses may be subject to restrictions on their availability.

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The
Company has capital losses of approximately $106,063 (2004$139,037), which are available for carry-forward against taxable capital gains in future years and which expire
as shown in the table below.

|                           |  | Capital Losses |         | Non-Capital Losses
|-------------------------- |  | -------------- | ------- | ------------------
|2005                       |  | $              |        |                   
|2006                       |  |                |        |                   
|2007                       |  |                |        |                   
|2008                       |  |                | 577     |                   
|20092023                  |  |                |        |                   
|Losses without expiry date |  |                | 105,486 |                   
|                           |  |                |         |                   
|                           |  | $              | 106,063 |                   
|                           |  |                |         |                   

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

21 RELATED PARTY TRANSACTIONS

Accounts receivable and other receivables as at April 30, 2004 included a net loan receivable of $254 (net of a $1,566 allowance) due from a former officer
of the Company in connection with a compensatory arrangement relating to his employment. The Company held as collateral 250,625 common shares of the Company, a portion of which were purchased by the
former officer with the proceeds of the loan. During the fourth quarter of fiscal 2005, the common shares of the Company were agreed to be sold with the majority of the proceeds to be remitted to the
Company in settlement of the loan receivable. As a result of the allowance release, as at April 30, 2005, accounts receivable and other receivables included an amount receivable of $1,820,
resulting in a recovery of $1,566. The recovery is included in "net restructuring and other unusual items" in the consolidated statement of earnings. See note 19. Subsequent to year end, the
entire receivable balance was collected.

The
Company also acquired legal services from a law firm in which the Company's Senior Vice President, Mergers and Acquisition and Corporate Secretary is a partner, in the amount of $955
(2004$1,420). The expenses for these services have been included in general and administrative expenses in the consolidated statements of earnings. As at April 30, 2005 a balance
of $216 (2004$118) was owing to the law firm and has been included in accounts payable and accrued liabilities in the consolidated balance sheet.

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22 LITIGATION AND CONTINGENCIES

Customer Indemnifications

The Company has entered into license agreements with customers that include limited intellectual property indemnification clauses. The Company generally agrees to
indemnify its customers against legal claims that its software products infringe certain third-party intellectual property rights. In the event of such a claim, the Company is generally obligated to
defend its customer against the claim and either to settle the claim at the Company's expense or pay damages that the customer is legally required to pay to the third-party claimant. The Company has
not made any significant indemnification payments and has not accrued any amounts in relation to these indemnification clauses.

Litigation, Assessments and Claims

For the years ended April 30, 2005 and 2004, $548, and $3,587, respectively in additions were made related to legal claims. These amounts were classified
in general and administrative expenses in the consolidated statement of earnings.

Activity
related to the Company's legal accruals was as follows for the years ended April 30, 2005 and 2004:

|April 30, 2003 provision balance                  |  | $ | 3,844  |  
|------------------------------------------------- |  | - | ------ | -
|Fiscal year 2004 provision additions              |  |   | 3,587  |  
|Fiscal year 2004 costs charged against provisions |  |   | (3,125 | )
|Fiscal year 2004 provision release                |  |   | (109   | )
|                                                  |  |   |       
|April 30, 2004 provision balance                  |  |   | 4,197  |  
|Fiscal year 2005 provision additions              |  |   | 548    |  
|Fiscal year 2005 costs charged against provisions |  |   | (4,591 | )
|Fiscal year 2005 provision release                |  |   | (58    | )
|                                                  |  |   |       
|April 30, 2005 provision balance                  |  | $ | 96     |  
|                                                  |  |   |       

Extensity,
a company acquired by Geac in March 2003, is subject to a class action suit, which alleges that Extensity, certain of its former officers and directors, and the
underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters. The class action suit has been
consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings. The plaintiffs seek an unspecified amount of damages. The
plaintiffs and issuer parties have entered into a settlement agreement to settle all claims, which will be funded by the issuers' insurers. On February 15, 2005, the Court issued an opinion
granting preliminary approval of the settlement.

In
addition, from time to time, Geac is subject to other legal proceedings, assessments and claims in the ordinary course of business. At this time, in the opinion of management, none of
these matters is reasonably expected to result in a material adverse effect on Geac's financial position.

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23 SALE OF NTC NORTHERN ONTARIO ASSETS

In fiscal 2004, the Company received total proceeds of $339 relating to the sale of the assets of the NTC Northern Ontario business on January 31, 2004.
The transaction resulted in a gain of $243, which was recorded as an unusual item on the consolidated statement of earnings (note 19).

24 SEGMENTED INFORMATION

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

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

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

Accounting
policies for the operating segments are the same as those described in note 2. There are no significant inter-segment revenues. Segment assets consist of working
capital items, excluding cash and cash equivalents. Cash and cash equivalents are considered to be corporate assets.

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For
the year ended April 30, 2004, approximately $1,800 of general and administrative expenses has been reallocated from the EAS segment to the ISA segment to provide a more
accurate portrayal of segment contribution.

|                                  |                      | Year ended April 30, 2005 |         |        
|--------------------------------- | -------------------- | ------------------------- | ------- | -------
|
|Revenue:                          |                      |                           |         |        
|                                  | Software             |                           | $       | 61,075 
|                                  | Support and services |                           |         | 281,096
|                                  | Hardware             |                           |         | 9,597  
|                                  |                      |                           |         |        
|Total revenue                     |                      | $                         | 351,768 |        
|                                  |                      |                           |         |        
|Segment contribution              |                      | $                         | 93,509  |        
|Segment goodwill                  |                      | $                         | 101,864 |        
|Total identifiable segment assets |                      | $                         | 201,530 |        

|                                  |                      | Year ended April 30, 2004 |         |        
|--------------------------------- | -------------------- | ------------------------- | ------- | -------
|
|Revenue:                          |                      |                           |         |        
|                                  | Software             |                           | $       | 54,826 
|                                  | Support and services |                           |         | 274,859
|                                  | Hardware             |                           |         | 21,574 
|                                  |                      |                           |         |        
|Total revenue                     |                      | $                         | 351,259 |        
|                                  |                      |                           |         |        
|Segment contribution              |                      | $                         | 79,417  |        
|Segment goodwill                  |                      | $                         | 120,195 |        
|Total identifiable segment assets |                      | $                         | 225,865 |        

Reconciliation of segment contribution to earnings from operations before income taxes

|                                             |  | Year ended April 30, |        
|-------------------------------------------- |  | -------------------- | -------
|
|Segment contribution                         |  | $                    | 108,526
|Corporate expenses                           |  |                      | (18,927
|Amortization of intangible assets            |  |                      | (9,161 
|Interest income (expense), net               |  |                      | 1,735  
|Other income (expense), net                  |  |                      | 2,252  
|Net restructuring and other unusual items    |  |                      | 3,724  
|                                             |  |                      |        
|Earnings from operations before income taxes |  | $                    | 88,149 
|                                             |  |                      |        

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Reconciliation of segment assets to total Company assets

|                                  |  | April 30,
|--------------------------------- |  | ---------
|
|Total identifiable segment assets |  | $        
|Other assets                      |  |          
|Future income taxes               |  |          
|Cash and cash equivalents         |  |          
|Short-term investments            |  |          
|Restricted cash                   |  |          
|Other unallocated assets          |  |          
|                                  |  |          
|Total assets                      |  | $        
|                                  |  |          

Geographical information

|               |  | April 30, 2005 |         | April 30, 2004
|-------------- |  | -------------- | ------- | --------------
|
|Canada         |  | $              | 9,831   |               
|U.S.A.         |  |                | 213,699 |               
|United Kingdom |  |                | 87,650  |               
|France         |  |                | 50,135  |               
|Australia      |  |                | 20,607  |               
|All other      |  |                | 62,470  |               
|               |  |                |         |               
|Total          |  | $              | 444,392 |               
|               |  |                |         |               

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

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25 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

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

|                                                                                                  |                                                                                    | Year ended April 30, |       
|------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | -------------------- | ------
|
|Net earnings under Canadian GAAP                                                                  |                                                                                    | $                    | 77,024
|Adjustments:                                                                                      |                                                                                    |                      |       
|                                                                                                  | Stock-based compensation (a)                                                       |                      |       
|                                                                                                  | Write off of intellectual property in connection with the Comshare acquisition (b) |                      |       
|                                                                                                  | Recovery of share purchase loan (c)                                                |                      |       
|                                                                                                  | Income taxes (d)                                                                   |                      |       
|                                                                                                  |                                                                                    |                      |       
|Net earnings under U.S. GAAP before cumulative catch-up adjustments                               |                                                                                    |                      | 74,785
|Cumulative adjustment for change in accounting policy for asset retirement obligations (e)        |                                                                                    |                      |      
|                                                                                                  |                                                                                    |                      |       
|Net earnings under U.S. GAAP                                                                      |                                                                                    |                      | 74,785
|Other comprehensive income (loss):                                                                |                                                                                    |                      |       
|                                                                                                  | Foreign currency translation adjustment                                            |                      |       
|                                                                                                  |                                                                                    |                      |       
|Comprehensive income under U.S. GAAP                                                              |                                                                                    | $                    | 77,410
|                                                                                                  |                                                                                    |                      |       
|Net earnings per share under U.S. GAAP:                                                           |                                                                                    |                      |       
|Basic net earnings per common share                                                               |                                                                                    | $                    | 0.87  
|                                                                                                  |                                                                                    |                      |       
|Diluted net earnings per common share                                                             |                                                                                    | $                    | 0.85  
|Weighted average number of common shares used in computing basic net earnings per share ('000s)   |                                                                                    |                      | 85,574
|Weighted average number of common shares used in computing diluted net earnings per share ('000s) |                                                                                    |                      | 88,170

a) Stock-based compensation

Accounting for stock-based compensation

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

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

Pro forma disclosures

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

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

|                                                                 |                                                        | Year ended April 30, |       
|---------------------------------------------------------------- | ------------------------------------------------------ | -------------------- | ------
|
|Net earnings under U.S. GAAPas reported above                   |                                                        | $                    | 74,785
|                                                                 | Pro forma stock-based compensation expense, net of tax |                      |       
|                                                                 |                                                        |                      |       
|Net earningspro forma                                           |                                                        | $                    | 73,826
|                                                                 |                                                        |                      |       
|Basic net earnings per share under U.S. GAAPas reported above   |                                                        | $                    | 0.87  
|                                                                 | Pro forma stock-based compensation expense per share   |                      |       
|                                                                 |                                                        |                      |       
|Basic net earnings per sharepro forma                           |                                                        | $                    | 0.86  
|                                                                 |                                                        |                      |       
|Diluted net earnings per share under U.S. GAAPas reported above |                                                        | $                    | 0.85  
|                                                                 | Pro forma stock-based compensation expense per share   |                      |       
|                                                                 |                                                        |                      |       
|Diluted net earnings per sharepro forma                         |                                                        | $                    | 0.84  
|                                                                 |                                                        |                      |       

Fair values

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

45

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b) Intangible assets

In-process research and development

In connection with the acquisition of Comshare on August 6, 2003, in-process research and development was acquired and capitalized under
Canadian GAAP. Under U.S. GAAP, such in-process research and development is charged to expense at the acquisition date. As a result, under U.S. GAAP, the carrying value of the Company's
intangible assets on the consolidated balance sheet would be $22,833 (April 30, 2004$31,320) and the value of the Company's long-term future income tax assets would be
$34,961 (April 30, 2004$22,264).

Goodwill

Although the new Canadian GAAP section for Income Taxes is substantially harmonized with U.S. GAAP, it was applied prospectively and goodwill was not adjusted,
resulting in differing carrying values of goodwill under Canadian and U.S. GAAP. Under U.S. GAAP, the carrying value of goodwill on the consolidated balance sheet would be $92,835
(2004$111,235).

c) Share purchase loan

Accounts receivable and other receivables as at April 30, 2004 included a net loan receivable of $254 (net of a $1,566 allowance) due from a former officer
of the Company in connection with a compensatory arrangement relating to his employment. The Company held as collateral 250,625 common shares of the Company, a portion of which were purchased by the
former officer with the proceeds of the loan. During the fourth quarter of fiscal 2005, the common shares of the Company were agreed to be sold with the majority of the proceeds to be remitted to the
Company in settlement of the loan receivable. As a result of the allowance release, as at April 30, 2005, accounts receivable and other receivables included an amount receivable of $1,820,
resulting in a recovery of $1,566. The recovery is included in "net restructuring and other unusual items" in the consolidated statement of earnings. See note 19. Subsequent to year end, the
entire receivable balance was collected.

Under
Canadian GAAP, the loan is classified as an other receivable. However, under U.S. GAAP, the loan is classified as a reduction of shareholders' equity. As a result, in accordance
with U.S. GAAP, current and total assets and shareholders' equity would be reduced by $1,820 (2004$254). Additionally, the recovery of the loan would be treated as a capital transaction
and not included in the consolidated statement of earnings.

d) Income taxes

Included in "Income taxes" is the tax effect of the adjustments related to intangible assets and the recovery of the share purchase loan.

46

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e) Asset retirement obligations

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

U.S. GAAP Recent accounting pronouncements

Share-Based Payment

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised
2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements
based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. In April 2005, the Securities and Exchange Commission
(the "SEC") postponed the effective date of SFAS 123R until the issuer's first fiscal year beginning after June 15, 2005. Under the current rules, the Company will be required to adopt
SFAS 123R in the first quarter of fiscal 2007, beginning May 1, 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial
statement recognition.

The
Company adopted the fair value method of accounting for all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003.
All stock-based compensation related to awards granted prior to April 30, 2003 is included in the pro forma disclosures above. Under SFAS 123R, the Company must utilize one of the
transition methods required by the standard to record the fair value of stock-based compensation related to these awards. The transition methods include prospective and retroactive adoption options.
Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense
be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense
for all unvested stock options and restricted stock beginning with the first period restated.

47

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In
March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments
for public companies. The Company is evaluating the requirements of SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on May 1, 2006 will not have a material impact
on its consolidated results of operations and earnings per share. The Company has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not determined
whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

Exchanges of Non-monetary Assets

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary AssetsAn Amendment of Accounting Principles
Board Opinion No. 29, Accounting for Non-monetary Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for
non-monetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Non-monetary Transactions," and replaces it with an
exception for exchanges that do not have commercial substance. SFAS 153 specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 153 is effective for fiscal periods beginning after June 15, 2005 and is required to be adopted by the Company in the
second quarter of fiscal 2006, beginning on August 1, 2005. The Company does not believe adoption of Statement 153 will have a material effect on its consolidated financial position, results of
operations or cash flows.

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