EX-99.2

CGI GROUP INC.

Consolidated Statements of Earnings

For the three and nine months ended June 30

(in thousands of Canadian dollars, except share data) (unaudited)


	Three months ended						Nine months ended
				June 30						June 30
	2011			2010			2011			2010
		$			$			$			$

Revenue		1,037,913			901,614			3,291,672			2,725,061


Operating expenses
Costs of services, selling and administrative		846,584			727,708			2,686,230			2,217,423
Amortization (Note 9)		47,307			44,332			149,131			135,827
Acquisition-related and integration costs (Note 8c)		545			4,228			3,675			4,228
Interest on long-term debt		4,249			4,363			15,263			11,917
Interest income		(437	)		(786	)		(3,067	)		(1,770	)
Other (income) expenses		(2,413	)		1,135			(4,475	)		480
Foreign exchange (gain) loss		(320	)		872			(2,870	)		(290	)
Gain on sale of assets		—			(396	)		—			(396	)

		895,515			781,456			2,843,887			2,367,419

Earnings before income taxes		142,398			120,158			447,785			357,642
Income tax expense		23,960			34,278			85,812			78,952

Net earnings		118,438			85,880			361,973			278,690

Attributable to:
Shareholders of CGI Group Inc.		118,438			85,824			361,717			278,392
Non-controlling interest		—			56			256			298

Basic earnings per share attributable to shareholders of CGI Group Inc. (Note 7e)		0.45			0.30			1.36			0.97

Diluted earnings per share attributable to shareholders of CGI Group Inc. (Note 7e)		0.43			0.30			1.31			0.94

Page 2 of 25

CGI GROUP INC.
Consolidated Statements of Comprehensive Income
For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


	Three months ended						Nine months ended
				June 30						June 30
	2011			2010			2011			2010
		$			$			$			$
Net earnings		118,438			85,880			361,973			278,690

Net unrealized (losses) gains on translating financial statements of self-sustaining foreign operations (net of income taxes)		(9,399	)		32,993			(102,956	)		(30,945	)
Net unrealized gains (losses) on translating long-term debt designated as hedges of net investments in self-sustaining foreign operations (net of income taxes)		4,617			(6,928	)		49,883			4,753
Net unrealized (losses) gains on cash flow hedges (net of income taxes)		(909	)		(7,098	)		(2,379	)		599
Net unrealized gains on available for sale investments (net of income taxes)		1,351			—			1,430			—

Other comprehensive (loss) income (Note 10)		(4,340	)		18,967			(54,022	)		(25,593	)

Comprehensive income		114,098			104,847			307,951			253,097

Attributable to:
Shareholders of CGI Group Inc.		114,098			104,791			307,695			252,799
Non-controlling interest		—			56			256			298

Consolidated Statements of Retained Earnings

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


	Three months ended						Nine months ended
				June 30						June 30
	2011			2010			2011			2010
		$			$			$			$
Retained earnings, beginning of period		1,305,138			1,189,098			1,196,386			1,182,237
Net earnings attributable to shareholders of CGI Group Inc.		118,438			85,824			361,717			278,392
Excess of purchase price over carrying value of Class A subordinate shares repurchased (Note 7a)		(43,272	)		(77,982	)		(177,799	)		(263,392	)
Change in subsidiary investment (Note 8a)		(811	)		—			(811	)		(297	)

Retained earnings, end of period		1,379,493			1,196,940			1,379,493			1,196,940

Page 3 of 25

CGI GROUP INC.

Consolidated Balance Sheets

(in thousands of Canadian dollars)(unaudited)


	As at June 30, 2011			As at September 30, 2010
		$			$
Assets
Current assets
Cash and cash equivalents (Note 2)		23,861			127,824
Short-term investments		4,324			13,196
Accounts receivable		453,301			423,926
Work in progress		387,805			358,984
Prepaid expenses and other current assets		69,881			76,844
Income taxes		3,734			7,169
Future income taxes		4,123			16,509

Total current assets before funds held for clients		947,029			1,024,452
Funds held for clients (Note 3)		289,292			248,695

Total current assets		1,236,321			1,273,147
Capital assets		251,510			238,024
Intangible assets (Note 4)		422,898			516,754
Other long-term assets		63,604			42,261
Future income taxes		12,099			11,592
Goodwill		2,441,643			2,525,413

		4,428,075			4,607,191


Liabilities
Current liabilities
Accounts payable and accrued liabilities		294,394			304,376
Accrued compensation		153,127			191,486
Deferred revenue		148,177			145,793
Income taxes		42,650			86,877
Future income taxes		16,933			26,423
Current portion of long-term debt		30,610			114,577

Total current liabilities before clients’ funds obligations		685,891			869,532
Clients’ funds obligations		287,604			248,695

Total current liabilities		973,495			1,118,227
Future income taxes		150,850			170,683
Long-term debt		922,363			1,039,299
Other long-term liabilities		110,925			119,899

		2,157,633			2,448,108


Shareholders’ equity
Retained earnings		1,379,493			1,196,386
Accumulated other comprehensive loss (Note 10)		(375,768	)		(321,746	)

		1,003,725			874,640
Capital stock (Note 7a)		1,184,219			1,195,069
Contributed surplus (Note 7d)		82,498			82,922

Equity attributable to shareholders of CGI Group Inc.		2,270,442			2,152,631
Equity attributable to non-controlling interest		—			6,452

		2,270,442			2,159,083

		4,428,075			4,607,191

Page 4 of 25

CGI GROUP INC.

Consolidated Statements of Cash Flows

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


	Three months ended						Nine months ended
				June 30						June 30
	2011			2010			2011			2010
		$			$			$			$
Operating activities
Net earnings		118,438			85,880			361,973			278,690
Adjustments for:
Amortization (Note 9)		51,112			50,350			164,077			152,964
Future income taxes		(24,326	)		(5,758	)		(11,535	)		(47,527	)
Foreign exchange loss (gain)		844			(184	)		(1,505	)		(605	)
Stock-based compensation costs		3,846			3,725			11,599			11,621
Gain on sale of assets		—			(396	)		—			(396	)
Net change in non-cash working capital items		(59,838	)		(30,867	)		(146,176	)		(853	)

Cash provided by operating activities		90,076			102,750			378,433			393,894


Investing activities
Net change in short-term investments		4,542			(1,039	)		8,112			(11,877	)
Proceeds from sale of a business (net of cash disposed)		3,187			—			3,187			—
Purchase of capital assets		(11,839	)		(10,364	)		(51,515	)		(31,367	)
Proceeds from disposal of capital assets		—			887			—			887
Additions to intangible assets		(11,111	)		(10,030	)		(44,811	)		(50,971	)
Purchase of long-term investments		(926	)		—			(11,934	)		—

Cash used in investing activities		(16,147	)		(20,546	)		(96,961	)		(93,328	)


Financing activities
Net change in credit facilities		(65,509	)		—			(62,722	)		107,234
Repayment of long-term debt		(11,870	)		(5,441	)		(121,046	)		(14,699	)
Payment on settlement of forward contracts (Note 6)		—			—			(1,275	)		—
Purchase of Class A subordinate shares held in trust (Note 7a)		—			—			(2,566	)		—
Repurchase of Class A subordinate shares (net of share repurchase costs) (Note 7a)		(57,350	)		(111,953	)		(241,280	)		(387,111	)
Issuance of shares		10,431			8,718			42,781			50,150
Change in subsidiary investment (Note 8a)		(811	)		—			(811	)		(571	)

Cash used in financing activities		(125,109	)		(108,676	)		(386,919	)		(244,997	)

Effect of foreign exchange rate changes on cash and cash equivalents		75			12,798			1,484			(4,398	)

Net (decrease) increase in cash and cash equivalents		(51,105	)		(13,674	)		(103,963	)		51,171
Cash and cash equivalents, beginning of period		74,966			408,272			127,824			343,427

Cash and cash equivalents, end of period (Note 2)		23,861			394,598			23,861			394,598

Interest paid		3,460			1,970			13,840			7,634
Income taxes paid		24,450			24,836			110,115			79,818

Non-cash transactions

Significant non-cash transactions consisted of capital assets and intangible assets acquired for a total amount of $18,730,000 and $64,953,000 for the three and nine months ended June 30, 2011, respectively ($25,899,000 and $55,198,000 for the three and nine months ended June 30, 2010, respectively).

Page 5 of 25

CGI GROUP INC.
Notes to the Consolidated Financial Statements
For the three and nine months ended June 30, 2011 and 2010
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

1.		Summary of significant accounting policies

		a) Basis of presentation

		The interim consolidated financial statements for the three and nine months ended June 30, 2011 and 2010 are unaudited and include all adjustments that management of CGI Group Inc. (the “Company”) considers necessary for a fair presentation of the financial position, results of operations and cash flows.

		The disclosures provided in these interim consolidated financial statements do not conform in all respects with the requirements of Canadian generally accepted accounting principles (“GAAP”) for annual consolidated financial statements; therefore, the interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended September 30, 2010. These interim consolidated financial statements have been prepared using the same accounting policies and methods of their application as the annual consolidated financial statements for the year ended September 30, 2010, except for new accounting policies adopted effective October 1, 2010.

		Certain comparative figures have been reclassified to conform to the current period’s presentation.

Page 6 of 25

CGI GROUP INC.
Notes to the Consolidated Financial Statements
For the three and nine months ended June 30, 2011 and 2010
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

1.		Summary of significant accounting policies (continued)

		b) Change in accounting policies

		On October 1, 2010, the Company early adopted the following accounting guidance:

	i)		Emerging Issue Committee (“EIC”) Abstract No. 175 (“EIC-175”), “Revenue Arrangements with Multiple Deliverables” issued by the Canadian Institute of Chartered Accountants (“CICA”) in December 2009 which amends the EIC Abstract No. 142, “Revenue Arrangements with Multiple Deliverables”. The EIC-175 is equivalent to U.S. GAAP standard, Accounting Standards Update (“ASU”) No. 2009-13 (“ASU 2009-13”), “Multiple-Deliverable Revenue Arrangements” and applies to arrangements that include multiple-deliverables that are not accounted for pursuant to other specific guidance such as U.S. software revenue recognition guidance. The new guidance changes the requirements for establishing separate deliverables in a multiple-deliverable arrangement and requires the allocation of arrangement consideration to each separately identified deliverable based on the relative selling price. Based on this method, the selling price of each separately identified deliverable is determined using vendor-specific objective evidence (“VSOE”) of selling price if available, otherwise third-party evidence (“TPE”) of selling price, or estimated selling price (“ESP”) if neither VSOE nor TPE of selling price is available. The residual method of allocating arrangement consideration is no longer permitted. EIC-175 also expands the disclosures required for multiple-deliverable arrangements which are reflected below.

	ii)		ASU No. 2009-14 (“ASU 2009-14”), “Certain Revenue Arrangements that Include Software Elements” issued by the Financial Accounting Standards Board (“FASB”) under U.S. GAAP which amends Accounting Standards Codification Topic 985-605, “Software — Revenue Recognition”. ASU 2009-14 modifies the scope of the software recognition guidance to exclude the tangible products that contain both software and non-software components that function together to deliver a product’s essential functionality. There is no specific software revenue recognition guidance under Canadian GAAP, therefore the Company follows the U.S. guidance.

The adoption of the above accounting guidance, which was made prospectively to new revenue arrangements with multiple-deliverables entered into or materially modified on or after October 1, 2010, did not have any material impact on the Company’s consolidated financial statements for the three and nine months ended June 30, 2011. There were no significant changes to the Company’s units of accounting within its multiple-deliverable arrangements, how the Company allocates arrangement consideration and the pattern or timing of revenue recognition as a result of the adoption of this accounting guidance. However, the residual method is no longer used by the Company when allocating arrangement consideration. The effects on future periods will depend on the nature and significance of the new or materially modified arrangements in any given period.

Page 7 of 25

1.		Summary of significant accounting policies (continued)

		b) Change in accounting policies (continued)

		The Company revised its previously disclosed revenue recognition policy to reflect major changes resulting from the adoption of EIC-175 which applies to multiple-deliverable arrangements entered into or materially modified on or after October 1, 2010. The major changes to the revenue recognition policy are disclosed below. The previously disclosed revenue recognition policy remains effective for multiple-deliverable arrangements that were in place as of, and were not materially modified after, September 30, 2010.

		Multiple-deliverable arrangements — Non-software

		The Company enters into arrangements with multiple non-software deliverables that generally include systems integration and consulting services, outsourcing services and business process services (“BPS”). Under the new guidance, the total arrangement value is allocated to each element as a separate unit of accounting if: 1) the delivered item has value to the client on a stand-alone basis; and 2) in an arrangement that includes a general right of return relative to the delivered item, the delivery or performance of the undelivered item is considered probable and substantially in the control of the Company. If these criteria are met, then the total consideration of the arrangement is allocated among the separate units of accounting based on their relative selling price. Based on this method, the selling price of each separately identified deliverable is determined using VSOE of selling price if available, otherwise TPE of selling price, or ESP if neither VSOE nor TPE of selling price is available. VSOE of selling price is established using the price charged for a deliverable when sold separately by the Company. TPE of selling price is established using the vendor’s or competitors’ prices for similar deliverables. ESP is the price at which the Company would offer the service if the deliverable were sold regularly on a stand-alone basis. ESP is established by considering a number of internal and external factors including, but not limited to, geographies, Company’s pricing policies, internal costs, and gross margins.

		Multiple-deliverable arrangements — Including both software and non-software

		The Company also enters into multiple-deliverable arrangements that may include a combination of various software and software-related deliverables and non-software deliverables including software licenses, systems integration and consulting services, provision of maintenance, outsourcing services and BPS. In such arrangements, the Company first allocates the total arrangement consideration based on the relative selling prices of the software group of deliverables as a whole and to each of the non-software deliverables. The Company then further allocates consideration within the software group to the respective deliverables within that group following the software arrangement policies as described in Note 2 — Summary of Significant Accounting Policies of the Company’s annual consolidated financial statements for the year ended September 30, 2010.

		All deliverables that do not meet the separation criteria are combined into one unit of accounting and the most appropriate revenue recognition method is applied. Most of the deliverables within the Company’s multiple-deliverable arrangements qualify as a separate unit of accounting.

Page 8 of 25

Cash and cash equivalents


	As at June 30, 2011		As at September 30, 2010

		$		$
Cash		3,290		27,162
Cash equivalents		20,571		100,662

		23,861		127,824

3.		Funds held for clients and clients’ funds obligations

		In connection with the Company’s payroll, tax filing and claims services, the Company collects and holds funds collected for payment of payroll, taxes and claims until such time as the funds need to be remitted to the clients’ employees, appropriate tax authorities or claim holders. Funds held for clients represent assets that, based upon the Company’s intent, are used solely for the purposes of satisfying the obligations to remit funds relating to our payroll, tax filing and claims services, which are classified as clients’ funds obligations on the consolidated balance sheets.

		The funds held for clients portfolio includes bonds, which have been classified as available for sale, and cash. The bonds are measured at fair value utilizing inputs obtained from an independent pricing service, and therefore have been classified in Level 2 of the fair value hierarchy. Funds held for clients are classified as current assets since these funds are held solely for the purpose of satisfying the clients’ funds obligations, which will be repaid within one year of the balance sheet date.

		Unrealized gains and losses, net of applicable income taxes, are reported in other comprehensive income in the consolidated statements of comprehensive income. Interest income earned and realized gains and losses on the sale of available for sale investments are recorded in revenue in the period that the income is earned, since the collecting, holding and remitting of these funds are critical components of providing these services.

		The Company is exposed to credit risk in connection with these investments through the possible inability of borrowers to meet the terms of their bonds. In addition, the Company is exposed to interest rate risk, as volatility will cause fluctuations in the fair value of held investments and in the earnings potential of future investments. The Company mitigates these risks by investing primarily in high credit quality corporate and government bonds.

		The following table presents the investment portfolio of funds held for clients:


	As at June 30, 2011		As at September 30, 2010

		$		$
Cash		109,562		248,695
Short-term bonds		10,210		—
Long-term bonds		169,520		—

Funds held for clients		289,292		248,695

No funds held for clients were invested in bonds as at September 30, 2010.

Page 9 of 25

Intangible assets


	As at June 30, 2011						As at September 30, 2010
			Accumulated		Net book				Accumulated		Net book
	Cost		amortization		value		Cost		amortization		value

		$		$		$		$		$		$
Intangible assets
Contract costs
Incentives		133,777		95,749		38,028		236,750		190,294		46,456
Transition costs		170,923		95,273		75,650		200,154		102,734		97,420

		304,700		191,022		113,678		436,904		293,028		143,876

Other intangible assets
Internal-use software		95,891		71,140		24,751		90,704		66,841		23,863
Business solutions		281,728		190,172		91,556		283,799		178,491		105,308
Software licenses		164,790		118,256		46,534		174,412		123,977		50,435
Client relationships and other		385,691		239,312		146,379		426,546		233,274		193,272

		928,100		618,880		309,220		975,461		602,583		372,878

		1,232,800		809,902		422,898		1,412,365		895,611		516,754

All intangible assets are subject to amortization. The following table presents the aggregate amount of intangible assets subject to amortization that were acquired or internally developed during the period:


	Three months ended				Nine months ended
	June 30				June 30
	2011		2010		2011		2010

		$		$		$		$
Acquired		6,596		4,810		38,504		34,449
Internally developed		10,529		12,731		36,467		36,022

		17,125		17,541		74,971		70,471

Page 10 of 25

5.		Other long-term assets

		Long-term investments, comprised of bonds that have remaining maturities over one year at the date of purchase, have been included in other long-term assets for an amount of $12,005,000. Long-term investments are designated as available-for-sale and are measured at fair value utilizing inputs obtained from an independent pricing service, and therefore have been classified in Level 2 of the fair value hierarchy. Unrealized gains and losses, net of applicable income taxes, are reported in other comprehensive income in the consolidated statements of comprehensive income. Interest income earned and realized gains and losses on the sale of available for sale long-term investments are recorded in net earnings.

		The Company is exposed to credit risk in connection with these investments through the possible inability of borrowers to meet the terms of their bonds. In addition, the Company is exposed to interest rate risk, as volatility will cause fluctuations in the fair value of held investments and in the earnings potential of future investments. The Company mitigates these risks by investing primarily in high credit quality corporate and government bonds.

6.		Long-term debt

		On January 28, 2011, the Company repaid the second tranche in the amount of $87,300,000 (US$87,000,000) of its Senior U.S. unsecured notes and settled the related forward contracts taken to manage the Company’s exposure to fluctuations in the foreign exchange rate resulting in a cash outflow of $1,275,000. As at June 30, 2011, the Senior U.S. unsecured notes are comprised of one tranche maturing in January 2014 for a total amount of $19,286,000 (US$20,000,000).

Page 11 of 25

7.		Capital stock, stock-based compensation costs, contributed surplus and earnings per share

		a) Capital stock


	Class A subordinate shares						Class B shares				Total
				Carrying					Carrying					Carrying
	Number			value			Number		value		Number			value

				$					$					$
Balance, as at September 30, 2010		237,684,791			1,148,182			33,608,159		46,887		271,292,950			1,195,069
Repurchased and cancelled⁽¹⁾		(13,041,500	)		(63,481	)		—		—		(13,041,500	)		(63,481	)
Issued upon exercise of options⁽²⁾		4,747,396			55,197			—		—		4,747,396			55,197
Purchased and held in trust⁽³⁾		—			(2,566	)		—		—		—			(2,566	)

Balance, as at June 30, 2011		229,390,687			1,137,332			33,608,159		46,887		262,998,846			1,184,219


⁽¹⁾		On January 26, 2011, the Company’s Board of Directors authorized the renewal of a Normal Course Issuer Bid (“NCIB”) for the purchase of up to 23,006,547 Class A subordinate shares. During the nine months ended June 30, 2011, the Company repurchased 13,041,500 Class A subordinate shares for $241,280,000 under the previous and current NCIB. The excess of the purchase price over the carrying value of Class A subordinate shares repurchased, in the amount of $177,799,000, was charged to retained earnings.

⁽²⁾		The carrying value of Class A subordinate shares includes $12,023,000 ($13,332,000 for the year ended September 30, 2010) which corresponds to a reduction in contributed surplus representing the value of accumulated compensation cost associated with the options exercised during the period.

⁽³⁾		In connection with the performance share unit (“PSU”) plan, the Company provided instructions to a trustee under the terms of a Trust Agreement to purchase 164,012 Class A subordinate shares of the Company in the open market for $2,566,000 during the nine months ended June 30, 2011 (refer to Note 7c).

Page 12 of 25

7.		Capital stock, stock-based compensation costs, contributed surplus and earnings per share (continued)

		b)Stock option plan

		Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, options to purchase Class A subordinate shares to certain employees, officers, directors and consultants of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate shares on the Toronto Stock Exchange on the day preceding the date of the grant. Options vest one to four years from the date of grant conditionally upon achievement of objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death.

		The following table presents information concerning all outstanding stock options granted by the Company:


Outstanding, as at September 30, 2010	26,555,483
Granted	6,620,769
Exercised	(4,747,396	)
Forfeited	(3,045,652	)
Expired	(19,994	)

Outstanding, as at June 30, 2011	25,363,210

The following table presents the weighted average assumptions used to determine the stock-based compensation costs related to stock options recorded in cost of services, selling and administrative expenses using the Black-Scholes option pricing model:

Three months ended June 30

Nine months ended June 30

2011

2010

2011

2010

Stock-based compensation costs ($)

3,745

3,725

11,299

11,621

Dividend yield (%)

0.00

0.00

0.00

0.00

Expected volatility (%)

26.84

26.70

27.11

27.33

Risk-free interest rate (%)

2.43

2.86

1.99

2.48

Expected life (years)

5.00

5.00

5.00

5.00

Weighted average grant date fair values ($)

6.08

4.45

4.31

3.63

Page 13 of 25

7.		Capital stock, stock-based compensation costs, contributed surplus and earnings per share (continued)

		c) PSU plan

		On September 28, 2010, the Company adopted a PSU plan for senior executives and other designated employees (“participants”). Under that plan, the Board of Directors may grant PSUs to participants which entitles them to receive one Class A subordinate share for each PSU. The vesting and performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on December 31, of the third calendar year following the end of the Company’s fiscal year during which the award is made, except in the event of retirement, termination of employment or death.

		During the three months ended June 30, 2011 there was no grant under this plan. During the nine months ended June 30, 2011, the Company granted 164,012 PSUs with a grant date fair value of $15.51 per unit based on the closing price of the Class A subordinate shares on the Toronto Stock Exchange on that date. There was no grant under this plan in fiscal year 2010. Granted PSUs vest annually over a period of four years from the date of grant conditionally upon achievement of objectives.

		Class A subordinate shares purchased in connection with the PSU plan are held in trust for the benefits of the participants. The trust, considered as a variable interest entity, is consolidated in the Company’s financial statements with the cost of the purchased shares recorded as a reduction of capital stock (refer to Note 7a).

		The stock-based compensation costs related to PSUs recorded in cost of services, selling and administrative expenses for the three and nine months ended June 30, 2011 was $101,000 and $300,000, respectively (nil for the three and nine months ended June 30, 2010).

		d) Contributed surplus


	$
Balance, as at September 30, 2010	82,922
Compensation costs associated with exercised options	(12,023	)
Stock-based compensation costs	11,599

Balance, as at June 30, 2011	82,498

Page 14 of 25

7.		Capital stock, stock-based compensation costs, contributed surplus and earnings per share (continued)

		e) Earnings per share

		The following table sets forth the computation of basic and diluted earnings per share attributable to shareholders of the Company:

Three months ended June 30

2011

2010

Weighted average number

Weighted average number

Net

of shares

of shares

Earnings

outstanding⁽¹⁾

Earnings per share

Net Earnings

outstanding⁽¹⁾

Earnings per share

Basic

118,438

263,088,326

0.45

85,824

281,996,673

0.30

Dilutive options and PSUs⁽²⁾

10,825,905

8,229,447

Diluted

118,438

273,914,231

0.43

85,824

290,226,120

0.30

Nine months ended June 30

2011

2010

Weighted average number

Weighted average number

Net

of shares

of shares

Earnings

outstanding⁽¹⁾

Earnings per share

Net Earnings

outstanding⁽¹⁾

Earnings per share

Basic

361,717

266,490,789

1.36

278,392

288,297,942

0.97

Dilutive options and PSUs⁽²⁾

10,057,349

8,148,502

Diluted

361,717

276,548,138

1.31

278,392

296,446,444

0.94


⁽¹⁾		The 13,041,500 Class A subordinate shares repurchased and the 164,012 Class A subordinate shares purchased and held in a trust during the nine months ended June 30, 2011 (27,483,385 and nil, respectively, during the nine months ended June 30, 2010), were excluded from the calculation of weighted average number of shares outstanding as of the date of transaction.

⁽²⁾		The calculation of diluted earnings per share excluded 15,000 and 6,427,338 options for the three and nine months ended June 30, 2011, respectively (143,000 and 8,091,664 for the three and nine months ended June 30, 2010, respectively), as they were anti-dilutive.

Page 15 of 25

8.		Investments in subsidiaries

		a) Disposal

		On April 4, 2011, the Company concluded a transaction whereby Conseillers en informatique d’affaires CIA Inc. (“CIA”) repurchased the Company’s shares in CIA, which represented a 68% interest, excluding its Paris operations and the Company simultaneously purchased 32% of the operations carried out in CIA’s Paris office not previously owned for net cash consideration of $10,500,000. The Company received $5,000,000 in April 2011, with the remaining balance of $5,500,000 due in quarterly instalments up to March 2014 bearing interest at 10%. The sale did not have a material impact on the Company’s net earnings or financial position. The increase in the investment in CIA’s Paris office resulted in a decrease in retained earnings of $811,000. As a result there is no longer a non-controlling interest in the Company’s consolidated financial statements.

		b) Modifications to purchase price allocation

		During the three and nine months ended June 30, 2011, the Company modified the purchase price allocation and made adjustments relating to the acquisition of Stanley, Inc. (“Stanley”). The resulting impact for the three months ended June 30, 2011 was not significant. The resulting impact for the nine months ended June 30, 2011 was a decrease of intangible assets of $1,743,000, future income tax assets of $299,000 and future income tax liabilities of $682,000 and an increase of accrued compensation of $1,491,000, accounts payable and accrued liabilities of $50,000 and income taxes payable of $1,475,000, whereas goodwill increased by $4,376,000. The prior period figures have not been adjusted given that the effect of restatement was not significant.

		c) Acquisition-related and integration costs

		In connection with the acquisition of Stanley in fiscal year 2010, the Company expensed $545,000 and $3,675,000 during the three and nine months ended June 30, 2011, respectively ($4,228,000 during the three and nine months ended June 30, 2010). The expenses included costs to integrate the operations and to realize synergies.

Page 16 of 25

Amortization


	Three months ended June 30				Nine months ended June 30
	2011		2010		2011		2010

	$		$		$		$
Amortization of capital assets		18,252		17,786		56,282		52,595
Amortization of intangible assets
Contract costs related to transition costs		5,198		5,710		17,313		16,935
Other intangible assets		23,857		20,836		75,536		66,297

		47,307		44,332		149,131		135,827
Amortization of contract costs related to incentives (presented as reduction of revenue)		3,095		5,697		13,118		16,173
Amortization of deferred financing fees (presented in interest on long-term debt)		321		321		964		964
Amortization of premiums and discounts on investments related to funds held for clients (presented net as a reduction of revenue)		389		—		864		—

		51,112		50,350		164,077		152,964

Page 17 of 25

10.

Accumulated other comprehensive loss

Net changes

Balance, as at

incurred during the

Balance, as at

September 30, 2010

nine months

June 30, 2011

Net unrealized losses on translating financial statements of self-sustaining foreign operations (net of accumulated income tax recovery of $17,773 as at June 30, 2011 and $12,686 as at September 30, 2010)

(413,021

)

(102,956

)

(515,977

)

Net unrealized gains on translating long-term debt designated as hedges of net investments in self- sustaining foreign operations (net of accumulated income tax expense of $22,435 as at June 30, 2011 and $14,347 as at September 30, 2010)

76,806

49,883

126,689

Net unrealized gains on cash flow hedges (net of accumulated income tax expense of $4,163 as at June 30, 2011 and $5,336 as at September 30, 2010)

14,469

(2,379

)

12,090

Net unrealized gains on available for sale investments (net of accumulated income tax expense of $488 as at June 30, 2011)

—

1,430

(321,746

)

(54,022

)

(375,768

)

		For the nine months ended June 30, 2011, $5,574,000 of the net unrealized gains previously recognized in other comprehensive income (net of income taxes of $2,570,000) were reclassified to net earnings for derivatives designated as cash flow hedges.

11.		Income tax expense

		The Company’s effective income tax rate for the three months ended June 30, 2011 and 2010 were 16.8% and 28.5%, respectively. For the three months ended June 30, 2011 and June 30, 2010, the expenses contained favourable tax adjustments of $15,179,000 and $3,587,000, respectively, mainly from the expiration of limitation periods.

		The Company’s effective income tax rate for the nine months ended June 30, 2011 and 2010 were 19.2% and 22.1%, respectively. For the nine months ended June 30, 2011, the expense contained a favourable tax adjustment of $41,415,000 mainly as a result of a tax assessment and expiration of limitation periods. For the nine months ended June 30, 2010, the expense contained a favourable tax adjustment of $34,119,000 mainly as a result of the final determinations and expiration of limitation periods.

Page 18 of 25

12.		Segmented information

		In prior years, management regularly reviewed the Company’s operating results based on a geographic delivery view, in addition to Corporate services. As a result of changes to the management reporting structure on October 1, 2010, the Company is now managed through four operating segments based on its delivery model incorporating domestic activities as well as impacts from utilizing its centres of excellence.

	•		The Global Infrastructure Services (“GIS”) segment incorporates all services provided to clients for their technology infrastructure management. This segment incorporates results from these services world-wide.

	•		The other segments incorporate all other services provided to clients based on a geographical delivery model: Canada, U.S. & India and Europe & Asia Pacific. In addition to system integration and consulting, services may include the outsourcing of projects and applications, application maintenance and support as well as BPS.

Due to the change in operating segments, the Company conducted a goodwill impairment test on October 1, 2010 on the revised reporting units, which are the same as the operating segments. Based on the results of this test, no impairment charge was required.

Page 19 of 25

12.

Segmented information (continued)

The following presents information on the Company’s operations based on its management structure. The Company has restated the corresponding items of segmented information for the comparative period to conform to the new management reporting structure.

As at and for the three months

U.S. &

Europe &

ended June 30, 2011

GIS

Canada

India

Asia Pacific

Total

Segment revenue

200,623

455,951

496,265

68,590

1,221,429

Intersegment revenue elimination

(4,924

)

(134,799

)

(31,427

)

(12,366

)

(183,516

)

Revenue

195,699

321,152

464,838

56,224

1,037,913

Earnings before acquisition- related and integration costs, interest on long-term debt, interest income, other (income) expenses and income tax expense⁽¹⁾

28,496

73,882

41,433

531

144,342

Acquisition-related and integration costs

(545

)

Interest on long-term debt

(4,249

)

Interest income

437

Other (expenses) income

2,413

Earnings before income taxes

142,398

Total assets

504,938

1,694,932

2,042,739

185,466

4,428,075


⁽¹⁾		Amortization included in GIS, Canada, U.S. & India and Europe & Asia Pacific is $19,128,000, $10,614,000, $20,037,000 and $1,012,000, respectively.


As at and for the three months							U.S. &			Europe &
ended June 30, 2010	GIS			Canada			India			Asia Pacific			Total

		$			$			$			$			$
Segment revenue		215,836			459,071			338,440			56,206			1,069,553
Intersegment revenue elimination		(3,571	)		(115,418	)		(36,872	)		(12,078	)		(167,939	)

Revenue		212,265			343,653			301,568			44,128			901,614

Earnings before acquisition- related and integration costs, interest on long-term debt, interest income, other (income) expenses, gain on sale of assets and income tax expense⁽¹⁾		21,409			66,766			42,499			(1,972	)		128,702
Acquisition-related and integration costs														(4,228	)
Interest on long-term debt														(4,363	)
Interest income														786
Other (expenses) income														(1,135	)
Gain on sale of assets														396

Earnings before income taxes														120,158

Total assets		602,360			1,906,258			1,134,997			169,523			3,813,138


⁽¹⁾		Amortization included in GIS, Canada, U.S. & India and Europe & Asia Pacific is $22,966,000, $12,205,000, $13,834,000 and $1,024,000, respectively.

Page 20 of 25

12. Segmented information (continued)

Europe & Asia

As at and for the nine months ended June 30, 2011

GIS

Canada

U.S. & India

Pacific

Total

Segment revenue

652,103

1,417,660

1,556,043

204,315

3,830,121

Intersegment revenue elimination

(12,120

)

(393,556

)

(95,043

)

(37,730

)

(538,449

)

Revenue

639,983

1,024,104

1,461,000

166,585

3,291,672

Earnings before acquisition- related and integration costs, interest on long-term debt, interest income, other (income) expenses and income tax expense⁽¹⁾

96,625

216,871

140,233

5,452

459,181

Acquisition-related and integration costs

(3,675

)

Interest on long-term debt

(15,263

)

Interest income

3,067

Other (expenses) income

4,475

Earnings before income taxes

447,785

Total assets

504,938

1,694,932

2,042,739

185,466

4,428,075


⁽¹⁾		Amortization included in GIS, Canada, U.S. & India and Europe & Asia Pacific is $65,719,000, $31,919,000, $62,566,000 and $2,909,000, respectively.


										Europe & Asia
As at and for the nine months ended June 30, 2010	GIS			Canada			U.S. & India			Pacific			Total

		$			$			$			$			$
Segment revenue		652,169			1,386,276			1,012,815			180,152			3,231,412
Intersegment revenue elimination		(11,255	)		(355,082	)		(104,780	)		(35,234	)		(506,351	)

Revenue		640,914			1,031,194			908,035			144,918			2,725,061

Earnings before acquisition- related and integration costs, interest on long-term debt, interest income, other (income) expenses, gain on sale of assets and income tax expense⁽¹⁾		57,825			201,204			116,637			(3,565	)		372,101
Acquisition-related and integration costs														(4,228	)
Interest on long-term debt														(11,917	)
Interest income														1,770
Other (expenses) income														(480	)
Gain on sale of assets														396

Earnings before income taxes														357,642

Total assets		602,360			1,906,258			1,134,997			169,523			3,813,138


⁽¹⁾		Amortization included in GIS, Canada, U.S. & India and Europe & Asia Pacific is $68,717,000, $35,545,000, $42,631,000 and $5,107,000, respectively.

Intersegment revenue is priced as if revenue was from third parties.

Page 21 of 25

13.

Guarantees

In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid and performance bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded. The Company would also be liable for the performance bonds in the event of default in the performance of its obligations. As at June 30, 2011, the Company provided for a total of $56,072,000 of these bonds. To the best of its knowledge, the Company is in compliance with its performance obligations under all service contracts for which there is a performance or bid bond, and the ultimate liability, if any, incurred in connection with these guarantees would not have a materially adverse effect on the Company’s consolidated results of operations or financial condition.

14.

Financial instruments and hedges

The Company uses various financial instruments to manage its exposure to fluctuations in foreign currency exchange rates. The Company does not hold or use any derivative instruments for trading purposes. During the nine months ended June 30, 2011, the Company entered into foreign currency forward contracts to hedge the variability in the foreign currency exchange rate between the U.S. dollar and the Indian rupee on future revenue. During the three months ended June 30, 2011, there were no foreign currency forward contracts entered into.

The hedges were documented as cash flow hedges and no component of the derivative instruments’ fair value is excluded from the assessment and measurement of hedge effectiveness.

The forward contracts are derivative instruments, and, therefore, are recorded at fair value on the balance sheet. Valuation models, such as discounted cash flow analysis using observable market inputs, are utilized to determine the fair values of the forward contracts.

The effective portion of the change in fair value of the derivative instruments is recognized in other comprehensive income and the ineffective portion, if any, in the consolidated statement of earnings. The effective portion of the change in fair value of the derivatives is reclassified out of other comprehensive income into earnings as an adjustment to revenue when the hedged revenue is recognized. The assessment of effectiveness is based on forward rates utilizing the hypothetical derivative method.

During the three and nine months ended June 30, 2011, the Company’s hedging instruments were effective.

Page 22 of 25

14.

Financial instruments and hedges (continued)

The following table summarizes the fair value of outstanding hedging instruments:

As at June 30,

As at September 30,

2011

2010

Hedge on net investments in

Recorded in

self-sustaining foreign subsidiaries

US$855,000 debt designated as the hedging instrument to the Company’s net investment in U.S. subsidiaries (US$920,000 as at September 30, 2010)

Long-term debt

824,477

947,416

€9,000 debt designated as the hedging instrument to the Company’s net investment in European subsidiaries (€12,000 as at September 30, 2010)

Long-term debt

12,605

16,807

Cash flow hedges on future revenue

US$90,150 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Canadian dollar (US$130,380 as at September 30, 2010)

Other current assets

3,177

8,918

Other long-term assets

17,188

11,433

US$51,630 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Indian rupee (US$44,820 as at September 30, 2010)

Other current assets

1,344

2,378

Other long-term assets

974

1,121

$68,925 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($89,040 as at September 30, 2010)

Accrued liabilities

2,634

1,570

Other long-term liabilities

4,034

3,396

Cash flow hedges on the Senior U.S. unsecured notes

US$20,000 foreign currency forward contracts (US$107,000 as at September 30, 2010)

Other current assets

—

1,277

Other long-term assets

—

763

Other long-term liabilities

588

—

The Company expects that approximately $9,197,000 of the accumulated net unrealized gains on all derivative financial instruments designated as cash flow hedges at June 30, 2011 will be reclassified in net income in the next 12 months.

Page 23 of 25

15.

Reconciliation of results reported in accordance with Canadian GAAP to U.S. GAAP

The material differences between Canadian and U.S. GAAP affecting the Company’s consolidated financial statements are detailed in the table below. The Company’s most recent annual financial statements describe the circumstances which gave rise to the material differences between Canadian and U.S. GAAP applicable as at September 30, 2010.


	Three months ended June 30						Nine months ended June 30
	2011			2010			2011			2010
Reconciliation of net earnings:		$			$			$			$
Net earnings — Canadian GAAP		118,438			85,880			361,973			278,690
Adjustments for:
Stock-based compensation		(288	)		(905	)		(928	)		(73	)
Warrants		—			161			—			863
Other		(50	)		(65	)		(390	)		—

Net earnings — U.S. GAAP		118,100			85,071			360,655			279,480

Attributable to:
Shareholders of CGI Group Inc.		118,100			85,015			360,399			279,182
Non-controlling interest		—			56			256			298

Basic earnings per share attributable to shareholders of CGI Group Inc. — U.S. GAAP		0.45			0.30			1.35			0.97
Diluted earnings per share attributable to shareholders of CGI Group Inc. — U.S. GAAP		0.43			0.29			1.30			0.94

Net earnings — U.S. GAAP		118,100			85,071			360,655			279,480
Other comprehensive (loss) income		(4,340	)		18,967			(54,022	)		(25,593	)

Comprehensive income — U.S. GAAP		113,760			104,038			306,633			253,887

Attributable to:
Shareholders of CGI Group Inc.		113,760			103,982			306,377			253,589
Non-controlling interest		—			56			256			298


	As at June 30, 2011			As at September 30, 2010
		$			$
Reconciliation of shareholders’ equity:
Equity attributable to shareholders of CGI Group Inc. —Canadian GAAP		2,270,442			2,152,631
Adjustments for:
Stock-based compensation		58,411			58,411
Warrants		(7,125	)		(7,125	)
Reversal of income tax provision		(7,969	)		(7,969	)
Unearned compensation		(3,694	)		(3,694	)
Integration costs		(6,606	)		(6,606	)
Goodwill		28,078			28,078
Income taxes and adjustment for change in accounting policy		9,715			9,715
Other		(3,795	)		(3,405	)

Equity attributable to shareholders of CGI Group Inc. — U.S. GAAP		2,337,457			2,220,036

Equity attributable to non-controlling interest — Canadian and U.S. GAAP		—			6,452

Page 24 of 25

15.

Reconciliation of results reported in accordance with Canadian GAAP to U.S. GAAP (continued)

Recent accounting changes

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements”, which became effective for the Company via prospective application to new arrangements entered into or materially modified on or after October 1, 2010. This standard is equivalent to the corresponding provisions of CICA EIC-175, “Revenue Arrangements with Multiple Deliverables”, (refer to Note 1b).

Concurrently to issuing ASU 2009-13, the FASB also issued ASU 2009-14, “Certain Revenue Arrangements that Include Software Elements” which became effective for the Company via prospective application at the same date. There is no equivalent under Canadian GAAP, therefore, the Company follows the U.S. guidance (refer to Note 1b).

The adoption of these above updates did not have any material impact on the Company’s consolidated financial statements for the three and nine months ended June 30, 2011. The effects on future periods will depend on the nature and significance of the new or materially modified arrangements in any given period.

16.

Subsequent event

Subsequent to June 30, 2011, the Company entered into a US$475,000,000 private debt placement financing with six large US private placement investors. The private placement is comprised of three tranches of guaranteed senior unsecured notes, with a weighted average maturity of 8.2 years and a weighted average fixed coupon of 4.57%. The Company will draw down the proceeds no later than December 15, 2011, and intends to use the proceeds of the private placement to pay down part of the Company’s existing revolving term facility which matures in August 2012.

Page 25 of 25