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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 40-F (Check One) o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or  þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For fiscal year ended:
March 31, 2005
    
    Commission File number: 1-31402
 CAE INC.  Canada
    
    
    3699
    
    
    Not Applicable(Province or Other Jurisdiction of
    
    (Primary Standard Industrial Classification
    
    (I.R.S. Employer IdentificationIncorporation or Organization)
    
    Code Number, if applicable)
    
    Number, if applicable)
 8585 Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6 514-341-6780 Address and Telephone Number of Registrants principal executive office)
 CT Corporation System, 111 Eighth Avenue, 13thFloor, New York, NY 10011 (212) 894-8700 Name, Address and Telephone Number of Agent for Service in the United States)
 Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of Each ExchangeTitle of Each Class
    
    On Which RegisteredCommon Shares,
    
    New York Stock Exchangeincluding associated Common Share
    
    Toronto Stock Exchangepurchase rights pursuant to the RegistrantsShareholder Rights Plan, which purchase rightswill trade together with the Common Shares
 Securities registered or to be registered pursuant to Section 12(g) of the Act: none Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: none For annual reports, indicate by check mark the information filed with this form: þ
    
    Annual Information Form
    
    þ
    
    Audited Annual Financial Statements
 Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 248,070,329 Indicate by check mark whether the registrant by filing the information contained in this form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the registrant in connection with such rule. Yes
o      No þ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13(d) or 15(d) of the Exchange Act during the proceeding 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been subject to such
filing requirements in the past 90 days.
Yes þ      No o




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TABLE OF CONTENTS  DISCLOSURE CONTROLS AND PROCEDURESAUDIT COMMITTEE FINANCIAL EXPERTCODE OF ETHICSPRINCIPAL ACCOUNTANT FEES AND SERVICESAUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURESOFF-BALANCE SHEET ARRANGEMENTSCONTRACTUAL OBLIGATIONSIDENTIFICATION OF THE AUDIT COMMITTEEUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATURESEXHIBIT INDEXAnnual Information FormAudited Annual Financial StatementsManagement's Discussion and AnalysisConsent of PricewaterhouseCoopersCertificate of Robert E. BrownCertificate of Alain RaquepasCertificate of Robert E. BrownCertificate of Alain Raquepas    Table of Contents  
 DISCLOSURE CONTROLS AND PROCEDURES Disclosure controls and procedures are designed to ensure that information required to be disclosed
by CAE in reports filed with securities regulatory agencies is recorded, processed, summarized and
reported on a timely basis and is accumulated and communicated to CAEs management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Internal control over financial reporting are procedures designed to provide reasonable assurance
that transactions are properly authorized, assets are safeguarded against unauthorized or improper
use, and transactions are properly recorded and reported. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance with respect to the
reliability of financial reporting and financial statement preparation. Accordingly, CAEs
management, including our Chief Executive Officer and our Chief Financial Officer, does not expect
that CAEs internal control over financial reporting will prevent or detect all error and all
fraud. There has been no change in CAEs internal control over financial reporting during the year ended
March 31, 2005 that materially affected, or that is reasonably likely to materially affect, CAEs
internal control over financial reporting. CAE will continue to periodically review its disclosure controls and procedures and internal
control over financial reporting and may make modifications from time to time as considered
necessary or desirable. CAE is reviewing its existing internal control over financial reporting in
preparation for the reporting and attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002 becoming effective. In connection with such review, modifications were made to CAEs
disclosure controls and procedures and internal control over financial reporting and further
modifications will, as appropriate, be made to CAEs disclosure controls and procedures or internal
control over financial reporting in the future. 
 AUDIT COMMITTEE FINANCIAL EXPERT CAEs board of directors has determined that it has at least one audit committee financial expert
serving on its audit committee. The board of directors has determined that Mr. James F. Hankinson
is an audit committee financial expert and is independent, as that term is defined by the New York
Stock Exchanges corporate governance standards applicable to CAE. The Securities and Exchange Commission has indicated that the designation of a person as an audit
committee financial expert does not impose on such person any duties, obligations or liability that
are greater than those imposed on such person as a member of the audit committee and the board of
directors in the absence of such designation and does not affect the duties, obligations or
liability of any other member of the audit committee or board of directors. 
 CODE OF ETHICS CAE has adopted a code of ethics entitled, Code of Business Conduct. The Code of Business
Conduct applies to all officers and employees of CAE, including CAEs principal executive officer,
principal financial officer, principal accounting officer, agents, representatives, contractors,
suppliers and consultants. The Code of Business Conduct is available at CAEs Internet website,
www.cae.com, in the Corporate Governance section. Amendments to the Code of Business Conduct and
waivers, if any, for executive officers will be disclosed on CAEs website.




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PRINCIPAL ACCOUNTANT FEES AND SERVICES The following PricewaterhouseCoopers LLP aggregate fees were billed to CAE in each of the years
ended March 31, 2005 and 2004 for professional services rendered to CAE: 2005
    
    
    2004Fees
    
    (amounts in CAD$ millions)Audit Fees 1
    
    $
    2.3
    
    
    $
    2.0Audit-Related Fees 2
    
    
    0.7
    
    
    
    0.8Tax Fees 3
    
    
    0.3
    
    
    
    0.7All Other Fees4
    
    
    
    
    
    
    0.1Total
    
    $
    3.3
    
    
    $
    3.6
 
 1
    
    Audit fees comprise professional services for the audit of CAEs annual financial
statements, review of CAEs interim financial statements, and services normally provided in
connection with CAEs statutory and regulatory filings.2
    
    Audit-Related Fees comprise amounts paid relating to the issuance of a prospectus and
due diligence in connection with CAEs acquisitions and divestitures.3
    
    Tax Fees comprise professional services rendered for tax compliance and advice.4
    
    All Other Fees comprise amounts paid relating to certification services under certain
government obligations, news services and software. 
 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES CAEs Audit Committee has adopted a pre-approval policy with respect to permitted non-audit
services. Under this policy, subject to certain conditions, specified audit-related services, tax
compliance, audit services and tax services may be presented to the Audit Committee for
pre-approval as a category of services on an annual or project basis. On a quarterly basis,
management of CAE is required to update the Audit Committee in respect of the actual amount of fees
in comparison to the pre-approved estimate. All non-audit services not otherwise pre-approved by
the Audit Committee must be pre-approved by the Audit Committee on an individual basis. Non-audit
services may be approved by the Chairman of the Audit Committee, provided that any such
pre-approval is reported to the full Audit Committee at its next meeting. None of the services
described above under the captions Audit-Related Fees, Tax Fees or All Other Fees were
approved pursuant by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X. 
 OFF-BALANCE SHEET ARRANGEMENTS The disclosure provided under Off-Balance Sheet Arrangements on page 36 of Exhibit 3,
Managements Discussion and Analysis, is incorporated by reference herein. 
 CONTRACTUAL OBLIGATIONS The disclosure provided under Contractual Obligations on page 35 of Exhibit 3, Managements
Discussion and Analysis, is incorporated by reference herein.




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IDENTIFICATION OF THE AUDIT COMMITTEE CAEs Audit Committee is comprised of the following directors: John A. Craig, Richard J. Currie,
O.C., Paul Gagné, James F. Hankinson and James W. McCutcheon.




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS  A.
    
    Undertaking CAE Inc. (the Registrant) undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the Securities and Exchange
Commission (SEC), and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities in relation to the obligation to file an annual
report on Form 40-F arises or transactions in said securities.  B.
    
    Consent to Service of Process The Registrant has previously filed with the SEC a Form F-X in connection with the
Common Shares, including the associated Common Share purchase rights pursuant to the
Registrants Shareholder Rights Plan, which purchase rights trade together with the
Common Shares.




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SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereto duly authorized. Date:  June 28, 2005
    CAE INC.By:
    /s/ Hartland PatersonName:
    Hartland J. A. PatersonTitle:
    Vice President, Legal, General
Counsel and Corporate Secretary




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EXHIBIT INDEX Exhibit No.
    
    Description1
    
    Annual Information Form dated June 28, 20052
    
    Audited annual financial statements for the fiscal year ended
March 31, 20053
    
    Managements Discussion and Analysis for the year ended March 31,
20054
    
    Consent of PricewaterhouseCoopers LLP5
    
    Certificate of Robert E. Brown required by Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 20026
    
    Certificate of Alain Raquepas required by Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 20027
    
    Certificate of Robert E. Brown pursuant to 18 U.S.C. Section 1350,
as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 20028
    
    Certificate of Alain Raquepas pursuant to 18 U.S.C. Section 1350,
as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 20029
    
    Notice and Proxy Informational Circular dated May 12, 2005, other
than the sections entitled Report on Executive Compensation and
Performance Graph (incorporated by reference to Exhibit 99.1 of
the Registrants Form 6-K (Commission file No. 1-31402), excluding
such sections, furnished to the Commission on June 1, 2005)