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THE DESCARTES SYSTEMS GROUP INC.

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The components of the deferred income tax assets and liabilities are as follows:<br />

January 31, January 31,<br />

2011 2010<br />

Assets<br />

Accruals not currently deductible 2,772 6,386<br />

Accumulated net operating losses 55,769 56,836<br />

Accumulated net capital losses - 319<br />

Corporate minimum taxes 1,276 1,038<br />

Difference between tax and accounting basis of capital assets 12,237 11,932<br />

Writedown of assets not currently deductible 1,055 1,054<br />

Research and development and other tax credits and expenses 4,472 3,791<br />

Expenses of public offerings 482 712<br />

Other timing differences 257 1<br />

Total deferred income tax assets<br />

Liabilities<br />

78,320 82,069<br />

Deferred expenses currently deductible - (219)<br />

Difference between tax and accounting basis of intangible assets (6,529) (2,085)<br />

Uncertain tax positions incurred in loss years (1,372) (2,388)<br />

Total deferred income tax liabilities (7,901) (4,692)<br />

Net deferred income taxes 70,419 77,377<br />

Valuation allowance (32,562) (38,617)<br />

Net deferred income taxes, net of valuation allowance 37,857 38,760<br />

Deferred income tax assets – current 11,457 4,414<br />

Deferred income tax assets – non-current 34,667 34,346<br />

Deferred income tax liabilities – non-current (8,267) -<br />

Net deferred income taxes, net of valuation allowance 37,857 38,760<br />

The measurement of a deferred tax asset is adjusted by a valuation allowance, if necessary, to recognize tax<br />

benefits only to the extent that, based on available evidence, it is more likely than not that they will be realized. In<br />

determining the valuation allowance, we consider factors by taxing jurisdiction, including our estimated taxable<br />

income, our history of losses for tax purposes, our tax planning strategies and the likelihood of success of our tax<br />

filing positions, among others. A change to any of these factors could impact the estimated valuation allowance<br />

and income tax expense. Based on the weight of positive and negative evidence regarding recoverability of our<br />

deferred tax assets, we have recorded a valuation allowance for $32.6 million ($38.6 million at January 31, 2010)<br />

of our net deferred tax assets of $70.4 million ($77.4 million at January 31, 2010), resulting in a total net deferred<br />

tax asset of $37.9 million at January 31, 2011 ($38.8 million at January 31, 2010).<br />

As at January 31, 2011, we had not accrued for Canadian income taxes and foreign withholding taxes applicable<br />

to approximately $16.8 million of unremitted earnings of subsidiaries operating outside of Canada. These<br />

earnings, which we consider to be invested indefinitely, will become subject to these taxes if and when they are<br />

remitted as dividends or if we sell our stock in the subsidiaries. The potential amount of unrecognized deferred<br />

Canadian income tax liabilities and foreign withholding and income tax liabilities on the unremitted earnings and<br />

foreign exchange gains is not currently practicably determinable.<br />

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