##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 40-F/A
 Amendment No. 1
 (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 the fiscal year ended September 30, 2010
 Commission file number 1-14858
 GROUPE CGI INC./CGI GROUP INC.
 (Exact name of Registrant as Specified in Its Charter)
 CGI Group Inc.
 (Translation of Registrants Name Into English)
 (Province or Other Jurisdiction of Incorporation or Organization)
 (Primary Standard Industrial Classification Code Number)
 (I.R.S. Employer Identification Number)
 th     (Address and Telephone Number of Registrants Principal Executive Offices)
 (Name, Address and Telephone Number of Agent For Service in the United States)
  Title Of Each Class
    
    Name Of Each Exchange On Which RegisteredClass A Subordinate Voting Shares
    
    New York Stock Exchange
  
    þ þ
  o þ
 þ o
 o o




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TABLE OF CONTENTS  SIGNATURESEXHIBIT INDEXEX-23.1EX-23.2EX-99.1EX-99.2EX-99.3EX-99.4    Table of Contents  EXPLANATORY NOTE
  Information to be Filed on This Form
   MANAGEMENTS
STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING
    (signed)
    
    (signed)Michael E. Roach
    
    R. David AndersonPresident and Chief Executive Officer
    
    Executive Vice-President and Chief Financial OfficerNovember 8, 2010




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##### Table of Contents



MANAGEMENT
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
   
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with
accounting principles generally accepted in Canada, and that receipts and expenditures are being made only in accordance with authorizations of management
and the directors of the Company; and,
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could
have a material effect on the Companys consolidated financial statements.
   Internal Control  Integrated Framework
  (signed)
    
    (signed)Michael E. Roach
    
    R. David AndersonPresident and Chief Executive Officer
    
    Executive Vice-President and Chief Financial OfficerNovember 8, 2010
 CGI group Inc.          2010 Annual report
    
    
    
    41




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
  Internal Control  Integrated Framework
       1  Ernst & Young LLP
 
  CGI group Inc.          2010 Annual report
    
    
    
    42




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS
       1
 Ernst & Young LLP
  1
 CGI group Inc.          2010 Annual report
    
    43




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders of CGI Group Inc.
     1  Deloitte & Touche LLP
   43.1




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##### Table of Contents



2009
    
    
    2008(Restated
    
    
    (RestatedYears ended September 30 (in thousands of Canadian dollars, except share data)
    
    2010
    
    
    Note 2a)
    
    
    Note 2a)$
    
    

    
    $
    
    

    
    $Revenues
    
    
    3,732,117
    
    
    
    3,825,161
    
    
    
    3,705,863Operating expensesCosts of services, selling and administrative (Note 17)
    
    
    3,025,823
    
    
    
    3,170,406
    
    
    
    3,110,760Amortization (Note 14)
    
    
    195,308
    
    
    
    195,761
    
    
    
    163,172Acquisition-related and integration costs (Note 18a)
    
    
    20,883
    
    
    
    
    
    
    
    Interest on long-term debt
    
    
    17,123
    
    
    
    18,960
    
    
    
    27,284Interest income
    
    
    (2,419
    )
    
    
    (2,908
    )
    
    
    (5,570
    )Other (income) expenses
    
    
    (952
    )
    
    
    3,569
    
    
    
    3,341Foreign exchange (gain) loss
    
    
    (916
    )
    
    
    (1,747
    )
    
    
    1,445Gain on sale of capital assets
    
    
    (469
    )
    
    
    
    
    
    
    3,254,381
    
    
    
    3,384,041
    
    
    
    3,300,432Earnings from continuing operations before income taxes
    
    
    477,736
    
    
    
    441,120
    
    
    
    405,431Income tax expense (Note 16)
    
    
    114,970
    
    
    
    125,223
    
    
    
    106,297Earnings from continuing operations
    
    
    362,766
    
    
    
    315,897
    
    
    
    299,134Earnings (loss) from discontinued operations, net of income taxes (Note 19)
    
    
    
    
    
    
    1,308
    
    
    
    (5,134
    )Net earnings
    
    
    362,766
    
    
    
    317,205
    
    
    
    294,000Attributable to:Shareholders of CGI Group Inc.Earnings from continuing operations
    
    
    362,386
    
    
    
    315,158
    
    
    
    298,266Earnings (loss) from discontinued operations
    
    
    
    
    
    
    1,308
    
    
    
    (5,134
    )Net earnings attributable to shareholders of CGI Group Inc.
    
    
    362,386
    
    
    
    316,466
    
    
    
    293,132Non-controlling interestNet earnings attributable to non-controlling interest
    
    
    380
    
    
    
    739
    
    
    
    868Net earnings
    
    
    362,766
    
    
    
    317,205
    
    
    
    294,000Basic earnings (loss) per share attributable to shareholders of CGI Group Inc.Continuing operations (Note 13)
    
    
    1.27
    
    
    
    1.03
    
    
    
    0.94Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.02
    )1.27
    
    
    
    1.03
    
    
    
    0.92Diluted earnings (loss) per share attributable to shareholders of CGI Group Inc.Continuing operations (Note 13)
    
    
    1.24
    
    
    
    1.02
    
    
    
    0.92Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.02
    )1.24
    
    
    
    1.02
    
    
    
    0.90
  CGI group Inc.          2010 Annual report
    
    
    
    44




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##### Table of Contents



2009
    
    
    2008(Restated
    
    
    (RestatedYears ended September 30 (in thousands of Canadian dollars)
    
    2010
    
    
    Note 2a)
    
    
    Note 2a)$

    
    
          $

    
    
          $Net earnings
    
    
    362,766
    
    
    
    317,205
    
    
    
    294,000Net unrealized (losses) gains on translating financial statements of
self-sustaining foreign operations (net of income taxes)
    
    
    (53,598
    )
    
    
    6,249
    
    
    
    66,200Net unrealized gains (losses) on translating long-term debt designated
as hedges of net investments in self-sustaining foreign operations (net of
income taxes)
    
    
    15,806
    
    
    
    15,739
    
    
    
    (538
    )Net unrealized gains (losses) on cash flow hedges (net of income taxes)
    
    
    2,036
    
    
    
    13,446
    
    
    
    (1,013
    )Other comprehensive (loss) income (Note 15)
    
    
    (35,756
    )
    
    
    35,434
    
    
    
    64,649Comprehensive income
    
    
    327,010
    
    
    
    352,639
    
    
    
    358,649Attributable to:Shareholders of CGI Group Inc.
    
    
    326,630
    
    
    
    351,900
    
    
    
    357,781Non-controlling interest
    
    
    380
    
    
    
    739
    
    
    
    868
   2009
    
    
    2008(Restated
    
    
    (RestatedYears ended September 30 (in thousands of Canadian dollars)
    
    2010
    
    
    Note 2a)
    
    
    Note 2a)$

    
    
          $

    
    
          $Retained earnings, beginning of year
    
    
    1,182,237
    
    
    
    921,380
    
    
    
    750,138Net earnings attributable to shareholders of CGI Group Inc.
    
    
    362,386
    
    
    
    316,466
    
    
    
    293,132Excess
of purchase price over carrying value of Class A subordinate shares acquired (Note 11)

    
    (347,940
    )
    
    
    (55,609
    )
    
    
    (121,890
    )Change in subsidiary investment
    
    
    (297
    )
    
    
    
    
    
    
    Retained earnings, end of year
    
    
    1,196,386
    
    
    
    1,182,237
    
    
    
    921,380
  CGI group Inc.          2010 Annual report
    
    
    
    45




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##### Table of Contents



2009(RestatedAs at September 30 (in thousands of Canadian dollars)
    
    2010
    
    
    Note 2a)$

    
    
    
    $AssetsCurrent assetsCash and cash equivalents (Note 3)
    
    
    127,824
    
    
    
    343,427Short-term investments
    
    
    13,196
    
    
    
    Accounts receivable (Note 4)
    
    
    423,926
    
    
    
    461,291Work in progress
    
    
    358,984
    
    
    
    249,022Prepaid expenses and other current assets
    
    
    76,844
    
    
    
    82,237Income taxes
    
    
    7,169
    
    
    
    2,759Future income taxes (Note 16)
    
    
    16,509
    
    
    
    15,110Total current assets before funds held for clients
    
    
    1,024,452
    
    
    
    1,153,846Funds held for clients
    
    
    248,695
    
    
    
    332,359Total current assets
    
    
    1,273,147
    
    
    
    1,486,205Capital assets (Note 5)
    
    
    238,024
    
    
    
    212,418Intangible assets (Note 6)
    
    
    516,754
    
    
    
    455,775Other long-term assets (Note 7)
    
    
    42,261
    
    
    
    60,558Future income taxes (Note 16)
    
    
    11,592
    
    
    
    10,173Goodwill (Note 8)
    
    
    2,525,413
    
    
    
    1,674,7814,607,191
    
    
    
    3,899,910LiabilitiesCurrent liabilitiesAccounts payable and accrued liabilities
    
    
    304,376
    
    
    
    306,826Accrued compensation
    
    
    191,486
    
    
    
    165,981Deferred revenue
    
    
    145,793
    
    
    
    136,135Income taxes
    
    
    86,877
    
    
    
    88,002Future income taxes (Note 16)
    
    
    26,423
    
    
    
    50,250Current portion of long-term debt (Note 10)
    
    
    114,577
    
    
    
    17,702Total current liabilities before clients funds obligations
    
    
    869,532
    
    
    
    764,896Clients funds obligations
    
    
    248,695
    
    
    
    332,359Total current liabilities
    
    
    1,118,227
    
    
    
    1,097,255Future income taxes (Note 16)
    
    
    170,683
    
    
    
    171,697Long-term debt (Note 10)
    
    
    1,039,299
    
    
    
    265,428Other long-term liabilities (Note 9)
    
    
    119,899
    
    
    
    83,9342,448,108
    
    
    
    1,618,314Commitments, contingencies and guarantees (Note 25)Shareholders equityRetained earnings
    
    
    1,196,386
    
    
    
    1,182,237Accumulated other comprehensive loss (Note 15)
    
    
    (321,746
    )
    
    
    (285,990
    )874,640
    
    
    
    896,247Capital stock (Note 11)
    
    
    1,195,069
    
    
    
    1,298,270Contributed surplus (Note 12c)
    
    
    82,922
    
    
    
    80,737Equity attributable to shareholders of CGI Group Inc.
    
    
    2,152,631
    
    
    
    2,275,254Equity attributable to non-controlling interest
    
    
    6,452
    
    
    
    6,3422,159,083
    
    
    
    2,281,5964,607,191
    
    
    
    3,899,910
 See Notes to the consolidated financial statements.
 Approved by the Board
    
    (signed)
DirectorMichael E. Roach
    
    (signed)
DirectorSerge Godin
 CGI group Inc.          2010 Annual report
    
    
    
    46




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##### Table of Contents



2009
    
    
    2008(Restated
    
    
    (RestatedYears ended September 30 (in thousands of Canadian dollars)
    
    2010
    
    
    Note 2a)
    
    
    Note 2a)$

    
    
    
    $

    
    
    
    $Operating activitiesEarnings from continuing operations
    
    
    362,766
    
    
    
    315,897
    
    
    
    299,134Adjustments for:Amortization (Note 14)
    
    
    219,740
    
    
    
    218,087
    
    
    
    186,120Future income taxes (Note 16)
    
    
    (21,417
    )
    
    
    29,300
    
    
    
    (22,675
    )Foreign exchange (gain) loss
    
    
    (828
    )
    
    
    723
    
    
    
    1,846Stock-based compensation (Note 12a)
    
    
    15,517
    
    
    
    8,617
    
    
    
    5,131Gain on sale of capital assets
    
    
    (469
    )
    
    
    
    
    
    
    Net change in non-cash working capital items (Note 21a)
    
    
    (22,942
    )
    
    
    57,620
    
    
    
    (113,886
    )Cash provided by continuing operating activities
    
    
    552,367
    
    
    
    630,244
    
    
    
    355,670Investing activitiesPurchase of short-term investments
    
    
    (12,940
    )
    
    
    
    
    
    
    Business acquisitions (net of cash acquired) (Note 18)
    
    
    (899,564
    )
    
    
    (997
    )
    
    
    (3,911
    )Proceeds from sale of assets and businesses (net of cash disposed)
    
    
    4,100
    
    
    
    4,991
    
    
    
    29,238Purchase of capital assets
    
    
    (47,684
    )
    
    
    (69,212
    )
    
    
    (60,983
    )Proceeds from disposal of capital assets
    
    
    896
    
    
    
    
    
    
    
    Additions to intangible assets
    
    
    (69,722
    )
    
    
    (62,367
    )
    
    
    (60,942
    )Decrease in other long-term assets
    
    
    
    
    
    
    
    
    
    
    3,019Cash used in continuing investing activities
    
    
    (1,024,914
    )
    
    
    (127,585
    )
    
    
    (93,579
    )Financing activitiesUse of credit facilities
    
    
    939,394
    
    
    
    144,694
    
    
    
    90,305Repayment of credit facilities
    
    
    (82,684
    )
    
    
    (157,505
    )
    
    
    (196,533
    )Repayment of long-term debt
    
    
    (125,168
    )
    
    
    (117,752
    )
    
    
    (10,153
    )Proceeds on settlement of forward contracts (Note 10)
    
    
    
    
    
    
    18,318
    
    
    
    Repurchase of Class A subordinate shares (including share repurchase costs)
    
    
    (516,699
    )
    
    
    (101,698
    )
    
    
    (216,208
    )Issuance of shares
    
    
    53,039
    
    
    
    16,141
    
    
    
    32,423Change in subsidiary investment
    
    
    (571
    )
    
    
    (425
    )
    
    
    Cash provided by (used in) continuing financing activities
    
    
    267,311
    
    
    
    (198,227
    )
    
    
    (300,166
    )Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations
    
    
    (10,367
    )
    
    
    (11,300
    )
    
    
    398Net (decrease) increase in cash and cash equivalents from continuing operations
    
    
    (215,603
    )
    
    
    293,132
    
    
    
    (37,677
    )Net cash and cash equivalents provided by (used in) discontinued operations (Note 19)
    
    
    
    
    
    
    161
    
    
    
    (1,068
    )Cash and cash equivalents, beginning of year
    
    
    343,427
    
    
    
    50,134
    
    
    
    88,879Cash and cash equivalents, end of year (Note 3)
    
    
    127,824
    
    
    
    343,427
    
    
    
    50,134
   CGI group Inc.          2010 Annual report
    
    
    
    47




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##### Table of Contents



Years ended September 30, 2010, 2009 and 2008
 
  
  CHANGES
IN ACCOUNTING POLICIES
  a)
    
    Section 1582, Business Combinations, which replaces Section 1581, Business Combinations.
The Section establishes standards for the accounting for a business combination. It is similar
to the corresponding provisions of IFRS 3 (Revised), Business Combinations and of U.S. GAAP
standard, Accounting Standards Codification (ASC) Topic 805, Business Combinations. The
new Section requires the acquiring entity in a business combination to recognize most of the
assets acquired and liabilities assumed in the transaction at their acquisition-date fair
values including non-controlling interest and contingent consideration. Subsequent changes in
fair value of contingent consideration classified as a liability are recognized in earnings.
Acquisition-related and integration costs are also to be expensed as incurred rather than
considered as part of the purchase price allocation. In addition, changes in estimates
associated with future income tax assets after the measurement period are recognized as income
tax expense rather than as a reduction of goodwill, with prospective application to all
business combinations regardless of the date of acquisition.
   b)
    
    In June 2009, the CICA amended Section 3862 Financial Instruments  Disclosures to adopt
the amendments proposed by the International Accounting Standards Board (IASB) to IFRS 7
Financial Instruments: Disclosures. The amendments were made to enhance disclosure
requirements about the liquidity risk and fair value measurement of financial instruments. The
amendments are effective for annual financial statements relating to fiscal years ending after
September 30, 2009, and comparative information is not required in the first year of adoption.
The Company adopted these amendments in fiscal 2010. The adoption of these amendments had no
impact on the consolidated financial statements. The new disclosures are included in Note 26.
 CGI group Inc.          2010 Annual report
    
    48




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##### Table of Contents



USE OF ESTIMATES
  BASIS OF CONSOLIDATION
  REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE
         Outsourcing and BPS arrangements
   Systems integration and consulting services
   CGI group Inc.          2010 Annual report
    
    49




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##### Table of Contents



Software license arrangements
  Work in progress and deferred revenue
  REIMBURSEMENTS
  CASH AND CASH EQUIVALENTS
  SHORT-TERM INVESTMENTS
  FUNDS HELD FOR CLIENTS AND CLIENTS FUNDS OBLIGATIONS
  CAPITAL ASSETS
  Buildings
    
    
    10 to 40 yearsLeasehold improvements
    
    Lesser of the useful life or lease termFurniture, fixtures and equipment
    
    
    3 to 20 yearsComputer equipment
    
    
    3 to 5 years
 INTANGIBLE ASSETS
 Contract costs
    CGI group Inc.          2010 Annual report
    
    50




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##### Table of Contents



Other intangible assets
    Internal-use software
    
    
    2 to 7 yearsBusiness solutions
    
    
    2 to 10 yearsSoftware licenses
    
    
    3 to 8 yearsClient relationships and other
    
    
    2 to 10 years
 IMPAIRMENT OF LONG-LIVED ASSETS
  OTHER LONG-TERM ASSETS
  BUSINESS COMBINATIONS AND GOODWILL
 changes in accounting policies
    EARNINGS PER SHARE
  RESEARCH AND SOFTWARE DEVELOPMENT COSTS
  CGI group Inc.          2010 Annual report
    
    51




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##### Table of Contents



TAX CREDITS
  INCOME TAXES
  TRANSLATION OF FOREIGN CURRENCIES
    STOCK-BASED COMPENSATION
  HEDGING TRANSACTIONS
  Cash flow hedges on Senior U.S. unsecured notes
    Hedge on net investments in self-sustaining foreign subsidiaries
  CGI group Inc.          2010 Annual report
    
    52




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##### Table of Contents



Cash flow hedges on future revenue
    FUTURE ACCOUNTING CHANGES
  
 2010
    
    
    2009$
    
    

    
    $Cash
    
    
    27,162
    
    
    
    203,160Cash equivalents
    
    
    100,662
    
    
    
    140,267127,824
    
    
    
    343,427
 
 2010
    
    
    2009$
    
    

    
    $Trade
    
    
    349,349
    
    
    
    317,647Other1
    
    
    74,577
    
    
    
    143,644423,926
    
    
    
    461,291
 1
    
    Other accounts receivable include refundable tax credits on salaries related to the Québec
Development of E-Business program, Research and Development tax credits in North America and
Europe, and other Job and Economic Growth Creation programs available. The tax credits
represent approximately $55,758,000 and $124,803,000 of other accounts receivable in 2010 and
2009, respectively.
   CGI group Inc.          2010 Annual report
    
    53




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##### Table of Contents



2010
    
    
    2009Accumulated
    
    
    Net book
    
    
    
    
    
    
    Accumulated
    
    
    Net bookCost
    
    
    amortization
    
    
    value
    
    
    Cost
    
    
    amortization
    
    
    value$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Land and buildings
    
    
    17,309
    
    
    
    4,461
    
    
    
    12,848
    
    
    
    17,757
    
    
    
    3,427
    
    
    
    14,330Leasehold improvements
    
    
    142,297
    
    
    
    76,381
    
    
    
    65,916
    
    
    
    139,542
    
    
    
    68,879
    
    
    
    70,663Furniture,
fixtures and equipment
    
    
    75,990
    
    
    
    30,605
    
    
    
    45,385
    
    
    
    55,953
    
    
    
    24,569
    
    
    
    31,384Computer equipment
    
    
    256,985
    
    
    
    143,110
    
    
    
    113,875
    
    
    
    190,850
    
    
    
    94,809
    
    
    
    96,041492,581
    
    
    
    254,557
    
    
    
    238,024
    
    
    
    404,102
    
    
    
    191,684
    
    
    
    212,418
    2010Accumulated
    
    
    Net bookCost
    
    
    amortization
    
    
    value$
    
    
    $
    
    
    $Intangible assetsContract costsIncentives
    
    
    236,750
    
    
    
    190,294
    
    
    
    46,456Transition costs
    
    
    200,154
    
    
    
    102,734
    
    
    
    97,420436,904
    
    
    
    293,028
    
    
    
    143,876Other intangible assetsInternal-use software
    
    
    90,704
    
    
    
    66,841
    
    
    
    23,863Business solutions
    
    
    283,799
    
    
    
    178,491
    
    
    
    105,308Software licenses
    
    
    174,412
    
    
    
    123,977
    
    
    
    50,435Client relationships and other
    
    
    426,546
    
    
    
    233,274
    
    
    
    193,272975,461
    
    
    
    602,583
    
    
    
    372,8781,412,365
    
    
    
    895,611
    
    
    
    516,754
 CGI group Inc.          2010 Annual report
    
    
    
    54




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##### Table of Contents



2009Accumulated
    
    
    Net bookCost
    
    
    amortization
    
    
    value$
    
    
    $
    
    
    $Intangible assetsContract costsIncentives
    
    
    247,146
    
    
    
    185,296
    
    
    
    61,850Transition costs
    
    
    169,087
    
    
    
    77,138
    
    
    
    91,949416,233
    
    
    
    262,434
    
    
    
    153,799Other intangible assetsInternal-use software
    
    
    88,128
    
    
    
    59,033
    
    
    
    29,095Business solutions
    
    
    284,341
    
    
    
    160,423
    
    
    
    123,918Software licenses
    
    
    144,861
    
    
    
    108,127
    
    
    
    36,734Client relationships and other
    
    
    341,188
    
    
    
    228,959
    
    
    
    112,229858,518
    
    
    
    556,542
    
    
    
    301,9761,274,751
    
    
    
    818,976
    
    
    
    455,775
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Acquired
    
    
    166,468
    
    
    
    22,965
    
    
    
    30,665Internally developed
    
    
    49,193
    
    
    
    44,181
    
    
    
    40,257215,661
    
    
    
    67,146
    
    
    
    70,922
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Internal-use software
    
    
    11,121
    
    
    
    12,963
    
    
    
    12,307Business solutions
    
    
    26,322
    
    
    
    33,444
    
    
    
    34,367Software licenses
    
    
    18,726
    
    
    
    16,674
    
    
    
    17,997Client relationships and other
    
    
    36,676
    
    
    
    37,748
    
    
    
    37,121Amortization of other intangible assets (Note 14)
    
    
    92,845
    
    
    
    100,829
    
    
    
    101,792
    2010
    
    
    2009$
    
    
    $Deferred financing fees
    
    
    2,360
    
    
    
    3,643Deferred compensation plan assets
    
    
    16,318
    
    
    
    13,108Long-term maintenance agreements
    
    
    5,542
    
    
    
    13,735Forward contracts (Note 26)
    
    
    13,317
    
    
    
    22,372Other
    
    
    4,724
    
    
    
    7,700Other long-term assets
    
    
    42,261
    
    
    
    60,558
 CGI group Inc.          2010 Annual report
    
    
    
    55




---



##### Table of Contents



2010Europe &Canada
    
    
    U.S. & India
    
    
    Asia Pacific
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $Balance, beginning of year
    
    
    1,141,381
    
    
    
    432,320
    
    
    
    101,080
    
    
    
    1,674,781Acquisition (Note 18a)
    
    
    
    
    
    
    886,403
    
    
    
    
    
    
    
    886,403Foreign currency translation adjustment
    
    
    
    
    
    
    (25,961
    )
    
    
    (9,810
    )
    
    
    (35,771
    )Balance, end of year
    
    
    1,141,381
    
    
    
    1,292,762
    
    
    
    91,270
    
    
    
    2,525,413
 2009Europe &Canada
    
    
    U.S. & India
    
    
    Asia Pacific
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $Balance, beginning of year
    
    
    1,158,730
    
    
    
    431,129
    
    
    
    99,503
    
    
    
    1,689,362Acquisition
    
    
    209
    
    
    
    
    
    
    
    
    
    
    
    209Purchase price adjustments (Note 18c)
    
    
    (16,059
    )
    
    
    (3,865
    )
    
    
    (415
    )
    
    
    (20,339
    )Disposal of assets (Note 18b)
    
    
    (1,499
    )
    
    
    
    
    
    
    
    
    
    
    (1,499
    )Foreign currency translation adjustment
    
    
    
    
    
    
    5,056
    
    
    
    1,992
    
    
    
    7,048Balance, end of year
    
    
    1,141,381
    
    
    
    432,320
    
    
    
    101,080
    
    
    
    1,674,781
   2010
    
    
    2009$
    
    
    $Deferred compensation
    
    
    25,173
    
    
    
    22,727Deferred revenue
    
    
    40,702
    
    
    
    27,774Deferred rent
    
    
    44,737
    
    
    
    16,940Forward contracts (Note 26)
    
    
    3,396
    
    
    
    7,648Other
    
    
    5,891
    
    
    
    8,845Other long-term liabilities
    
    
    119,899
    
    
    
    83,934
  CGI group Inc.          2010 Annual report
    
    
    
    56




---



##### Table of Contents



2010
    
    
    2009$
    
    
    $Senior U.S. unsecured notes,
bearing a weighted average interest
rate of 5.27% and repayable by
payments of $89,593 (US$87,000) in
2011 and $20,596 (US$20,000) in 2014,
less imputed interest of
$2901
    
    
    109,899
    
    
    
    114,061Unsecured committed revolving term
facility bearing interest at LIBOR
rate plus 0.63% or bankers acceptance
rate plus 0.63%, maturing in
20122
    
    
    964,223
    
    
    
    126,043Obligations bearing a weighted
average interest rate of 4.00% and
repayable in blended monthly
instalments maturing at various dates
until 2018
    
    
    22,049
    
    
    
    5,879Obligations under capital leases,
bearing a weighted average interest
rate of 4.89% and repayable in blended
monthly instalments maturing at
various dates until 2018
    
    
    57,705
    
    
    
    37,1471,153,876
    
    
    
    283,130Current portion
    
    
    114,577
    
    
    
    17,7021,039,299
    
    
    
    265,428
 1
    
    As at September 30, 2010, the private placement financing with U.S.
institutional investors is comprised of two remaining tranches of Senior U.S.
unsecured notes maturing in January 2011 and 2014 for a total amount of
US$107,000,000. On January 29, 2009, the Company repaid the first tranche in the
amount of US$85,000,000 and settled the related forward contracts taken to manage
the Companys exposure to fluctuations in the foreign exchange rate resulting in
a cash inflow of $18,318,000. The Senior U.S. unsecured notes contain covenants
that require the Company to maintain certain financial ratios (Note 27). At
September 30, 2010, the Company is in compliance with these covenants.2
    
    The Company has a five-year unsecured revolving credit facility available for an
amount of $1,500,000,000 that expires in August 2012 bearing interest at LIBOR
plus a variable margin that is determined based on leverage ratios. As at
September 30, 2010, an amount of $964,223,000 has been drawn upon this facility
(Note 26). Also an amount of $15,846,000 has been committed against this facility
to cover various letters of credit issued for clients and other parties. In
addition to the revolving credit facility, the Company has available demand lines
of credit in the amount of $25,000,000. At September 30, 2010, no amount had been
drawn upon these facilities. The revolving credit facility contains covenants
that require the Company to maintain certain financial ratios (Note 27). At
September 30, 2010, the Company is in compliance with these covenants. The
Company also has a proportionate share of a revolving demand credit facility
related to the joint venture for an amount of $2,500,000 bearing interest at the
Canadian prime rate. As at September 30, 2010, no amount has been drawn upon this
facility.
  $2011
    
    
    95,1692012
    
    
    968,6362013
    
    
    4,7502014
    
    
    24,3082015
    
    
    1,917Thereafter
    
    
    1,391Total principal payments on long-term debt
    
    
    1,096,171
  Principal
    
    
    Interest
    
    
    Payment$
    
    
    $
    
    
    $2011
    
    
    19,408
    
    
    
    2,441
    
    
    
    21,8492012
    
    
    17,308
    
    
    
    1,440
    
    
    
    18,7482013
    
    
    10,456
    
    
    
    578
    
    
    
    11,0342014
    
    
    5,850
    
    
    
    276
    
    
    
    6,1262015
    
    
    3,188
    
    
    
    68
    
    
    
    3,256Thereafter
    
    
    1,495
    
    
    
    
    
    
    
    1,495Total minimum capital lease payments
    
    
    57,705
    
    
    
    4,803
    
    
    
    62,508
 CGI group Inc.          2010 Annual report
    
    
    
    57




---



##### Table of Contents



Class A subordinate shares
    
    
    
    
    
    
    Class B shares
    
    
    
    
    
    
    TotalCarrying
    
    
    
    
    
    
    Carrying
    
    
    
    
    
    
    CarryingNumber
    
    
    value
    
    
    Number
    
    
    value
    
    
    Number
    
    
    value$
    
    
    
    
    
    
    $
    
    
    
    
    
    
    $Balance, September 30, 2007
    
    
    290,545,715
    
    
    
    1,321,305
    
    
    
    34,208,159
    
    
    
    47,724
    
    
    
    324,753,874
    
    
    
    1,369,029Repurchased and cancelled1
    
    
    (20,488,168
    )
    
    
    (90,748
    )
    
    
    
    
    
    
    
    
    
    
    (20,488,168
    )
    
    
    (90,748
    )Repurchased and not cancelled1
    
    
    
    
    
    
    (847
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (847
    )Issued upon exercise of options2
    
    
    4,107,823
    
    
    
    42,238
    
    
    
    
    
    
    
    
    
    
    
    4,107,823
    
    
    
    42,238Balance, September 30, 2008
    
    
    274,165,370
    
    
    
    1,271,948
    
    
    
    34,208,159
    
    
    
    47,724
    
    
    
    308,373,529
    
    
    
    1,319,672Repurchased and cancelled1
    
    
    (9,708,292
    )
    
    
    (44,272
    )
    
    
    
    
    
    
    
    
    
    
    (9,708,292
    )
    
    
    (44,272
    )Issued upon exercise of options2
    
    
    2,221,032
    
    
    
    22,870
    
    
    
    
    
    
    
    
    
    
    
    2,221,032
    
    
    
    22,870Conversion of shares3
    
    
    600,000
    
    
    
    837
    
    
    
    (600,000
    )
    
    
    (837
    )
    
    
    
    
    
    
    Balance, September 30, 2009
    
    
    267,278,110
    
    
    
    1,251,383
    
    
    
    33,608,159
    
    
    
    46,887
    
    
    
    300,886,269
    
    
    
    1,298,270Repurchased and cancelled1
    
    
    (35,602,085
    )
    
    
    (168,759
    )
    
    
    
    
    
    
    
    
    
    
    (35,602,085
    )
    
    
    (168,759
    )Issued upon exercise of options2
    
    
    6,008,766
    
    
    
    65,558
    
    
    
    
    
    
    
    
    
    
    
    6,008,766
    
    
    
    65,558Balance, September 30, 2010
    
    
    237,684,791
    
    
    
    1,148,182
    
    
    
    33,608,159
    
    
    
    46,887
    
    
    
    271,292,950
    
    
    
    1,195,069
 1
    
    On January 27, 2010, the Companys Board of Directors authorized the renewal of
a Normal Course Issuer Bid (NCIB) to purchase up to 10% of the public float of
the Companys Class A subordinate shares during the next year. The Toronto Stock
Exchange (TSX) subsequently approved the Companys request for approval. The
Issuer Bid enables the Company to purchase up to 25,151,058 Class A subordinate
shares (26,970,437 in 2009 and 28,502,941 in 2008) for cancellation on the open
market through the TSX. The Class A subordinate shares were available for
purchase under the Issuer Bid commencing February 9, 2010, until no later than
February 8, 2011, or on such earlier date when the Company completes its
purchases or elects to terminate the bid. During 2010, the Company repurchased,
under the previous and current NCIB, 35,602,085 Class A subordinate shares
(9,525,892 in 2009 and 19,910,068 in 2008) for cash consideration of $516,699,000
($99,881,000 in 2009 and $213,485,000 in 2008). The excess of the purchase price
over the carrying value of Class A subordinate shares repurchased, in the amount
of $347,940,000 ($55,609,000 in 2009 and $121,890,000 in 2008), was charged to
retained earnings.As at September 30, 2008, 182,400 of the repurchased Class A subordinate shares with
a carrying value of $847,000 and a purchase value of $1,817,000 were held by the
Company and had been cancelled and paid subsequent to year-end.2
    
    The carrying value of Class A subordinate shares includes $13,332,000
($5,253,000 in 2009 and $10,223,000 in 2008) which corresponds to a reduction in
contributed surplus representing the value of accumulated compensation cost
associated with the options exercised during the year.3
    
    During the twelve months ended September 30, 2009, a shareholder converted
600,000 Class B shares into 600,000 Class A subordinate shares.
 CGI group Inc.            2010 Annual report
    
    58




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##### Table of Contents



A) STOCK OPTIONS
   2010
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    2008Weighted average
    
    
    
    
    
    
    Weighted average
    
    
    
    
    
    
    Weighted averageNumber of
    
    
    exercise price
    
    
    Number of
    
    
    exercise price
    
    
    Number of
    
    
    exercise priceoptions
    
    
    per share
    
    
    options
    
    
    per share
    
    
    options
    
    
    per share$
    
    
    
    
    
    
    $
    
    
    
    
    
    
    $Outstanding, beginning of year
    
    
    28,883,835
    
    
    
    9.16
    
    
    
    26,757,738
    
    
    
    9.34
    
    
    
    24,499,886
    
    
    
    8.52Granted
    
    
    8,413,586
    
    
    
    12.58
    
    
    
    8,448,453
    
    
    
    9.32
    
    
    
    7,798,388
    
    
    
    11.39Exercised
    
    
    (6,008,766
    )
    
    
    8.69
    
    
    
    (2,221,032
    )
    
    
    7.93
    
    
    
    (4,107,823
    )
    
    
    7.79Forfeited
    
    
    (3,734,542
    )
    
    
    9.65
    
    
    
    (3,863,746
    )
    
    
    11.16
    
    
    
    (1,094,052
    )
    
    
    10.65Expired
    
    
    (998,630
    )
    
    
    15.91
    
    
    
    (237,578
    )
    
    
    14.11
    
    
    
    (338,661
    )
    
    
    12.20Outstanding, end of year
    
    
    26,555,483
    
    
    
    10.03
    
    
    
    28,883,835
    
    
    
    9.16
    
    
    
    26,757,738
    
    
    
    9.34Exercisable, end of year
    
    
    14,116,392
    
    
    
    8.60
    
    
    
    18,087,166
    
    
    
    8.75
    
    
    
    19,398,753
    
    
    
    8.56
  Options outstanding
    
    
    Options exercisableWeightedaverage
    
    
    Weighted
    
    
    
    
    
    
    Weightedremaining
    
    
    average
    
    
    
    
    
    
    averageRange of
    
    
    Number of
    
    
    contractual
    
    
    exercise
    
    
    Number of
    
    
    exerciseexercise price
    
    
    options
    
    
    life (years)
    
    
    price
    
    
    options
    
    
    price$
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    $2.06 to 5.20
    
    
    10,729
    
    
    
    0.51
    
    
    
    2.57
    
    
    
    10,729
    
    
    
    2.576.05 to 6.98
    
    
    2,255,941
    
    
    
    4.48
    
    
    
    6.48
    
    
    
    2,255,941
    
    
    
    6.487.00 to 7.87
    
    
    3,408,828
    
    
    
    4.57
    
    
    
    7.74
    
    
    
    3,408,828
    
    
    
    7.748.00 to 8.99
    
    
    4,417,145
    
    
    
    3.43
    
    
    
    8.62
    
    
    
    4,417,145
    
    
    
    8.629.05 to 9.90
    
    
    4,832,132
    
    
    
    7.50
    
    
    
    9.34
    
    
    
    1,692,713
    
    
    
    9.4010.05 to 11.80
    
    
    3,566,872
    
    
    
    6.99
    
    
    
    11.37
    
    
    
    2,284,340
    
    
    
    11.3512.54 to 13.26
    
    
    7,964,939
    
    
    
    9.01
    
    
    
    12.55
    
    
    
    10,799
    
    
    
    13.2614.48 to 15.58
    
    
    98,897
    
    
    
    9.54
    
    
    
    14.98
    
    
    
    35,897
    
    
    
    9.5526,555,483
    
    
    
    6.58
    
    
    
    10.03
    
    
    
    14,116,392
    
    
    
    8.60
 CGI group Inc.            2010 Annual report
    
    59




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Stock-based compensation costs ($)
    
    
    15,517
    
    
    
    8,617
    
    
    
    5,131Dividend yield (%)
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Expected volatility (%)
    
    
    27.32
    
    
    
    24.42
    
    
    
    23.70Risk-free interest rate (%)
    
    
    2.48
    
    
    
    3.05
    
    
    
    4.09Expected life (years)
    
    
    5.00
    
    
    
    5.00
    
    
    
    5.00Weighted average grant date fair value ($)
    
    
    3.63
    
    
    
    2.59
    
    
    
    3.37
 B)
PERFORMANCE SHARE UNITS (PSUs)
   C) CONTRIBUTED SURPLUS
  $Balance, September 30, 2007
    
    
    82,465Compensation cost associated with exercised options (Note 11)
    
    
    (10,223
    )Stock-based compensation costs
    
    
    5,131Balance, September 30, 2008
    
    
    77,373Compensation cost associated with exercised options (Note 11)
    
    
    (5,253
    )Stock-based compensation costs
    
    
    8,617Balance, September 30, 2009
    
    
    80,737Compensation cost associated with exercised options (Note 11)
    
    
    (13,332
    )Stock-based compensation costs
    
    
    15,517Balance, September 30, 2010
    
    
    82,922
 
  2010
    
    
    
    
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    2008Weighted
    
    
    Earnings
    
    
    
    
    
    
    Weighted
    
    
    Earnings
    
    
    
    
    
    
    Weighted
    
    
    EarningsEarnings
    
    
    average
    
    
    per share
    
    
    Earnings
    
    
    average
    
    
    per share
    
    
    Earnings
    
    
    average
    
    
    per sharefrom
    
    
    number of
    
    
    from
    
    
    from
    
    
    number of
    
    
    from
    
    
    from
    
    
    number of
    
    
    fromcontinuing
    
    
    shares
    
    
    continuing
    
    
    continuing
    
    
    shares
    
    
    continuing
    
    
    continuing
    
    
    shares
    
    
    continuingoperations
    
    
    outstanding1
    
    
    operations
    
    
    operations
    
    
    outstanding1
    
    
    operations
    
    
    operations
    
    
    outstanding1
    
    
    operations$
    
    
    
    
    
    
    $
    
    
    $
    
    
    
    
    
    
    $
    
    
    $
    
    
    
    
    
    
    $362,386
    
    
    
    284,826,257
    
    
    
    1.27
    
    
    
    315,158
    
    
    
    306,853,077
    
    
    
    1.03
    
    
    
    298,266
    
    
    
    317,604,899
    
    
    
    0.94Dilutive
options2
    
    
    
    
    
    
    8,093,693
    
    
    
    
    
    
    
    
    
    
    
    3,492,164
    
    
    
    
    
    
    
    
    
    
    
    5,199,388362,386
    
    
    
    292,919,950
    
    
    
    1.24
    
    
    
    315,158
    
    
    
    310,345,241
    
    
    
    1.02
    
    
    
    298,266
    
    
    
    322,804,287
    
    
    
    0.92
 1
    
    The 35,602,085 Class A subordinate shares repurchased during the year (9,525,892 in 2009 and
19,910,068 in 2008), were excluded from the calculation of weighted average number of shares
outstanding as of the date of repurchase.2
    
    The calculation of the diluted earnings per share excluded 8,029,590, 13,384,651 and
8,764,136 options for the years ended September 30, 2010, 2009 and 2008, respectively, as they
were anti-dilutive.
 CGI group Inc.          2010 Annual report
    
    60




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##### Table of Contents



2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Amortization of capital assets
    
    
    72,067
    
    
    
    61,412
    
    
    
    43,455Amortization of intangible assetsContract costs related to transition costs
    
    
    30,396
    
    
    
    22,377
    
    
    
    17,925Other intangible assets (Note 6)
    
    
    92,845
    
    
    
    100,829
    
    
    
    101,792Impairment of other intangible assets1
    
    
    
    
    
    
    11,143
    
    
    
    195,308
    
    
    
    195,761
    
    
    
    163,172Amortization of contract costs related to incentives (presented as reduction of revenue)
    
    
    23,149
    
    
    
    21,043
    
    
    
    21,682Amortization of deferred financing fees (presented in interest on long-term debt)
    
    
    1,283
    
    
    
    1,283
    
    
    
    1,266219,740
    
    
    
    218,087
    
    
    
    186,120
 1
    
    The impairment of other intangible assets relates to certain assets that were no longer
expected to provide future value.
 
 Balance, as at
    
    
    Net changes
    
    
    Balance, as atOctober 1,
    
    
    during
    
    
    September 30,2009
    
    
    the year
    
    
    2010$
    
    
    $
    
    
    $Net unrealized losses on translating financial statements of self-sustaining foreign operations
(net of accumulated income tax recovery of $12,686)
    
    
    (359,423
    )
    
    
    (53,598
    )
    
    
    (413,021
    )Net unrealized gains on translating long-term debt designated as a hedge of net investments
in self-sustaining foreign operations (net of accumulated income tax expense of $14,347)
    
    
    61,000
    
    
    
    15,806
    
    
    
    76,806Net unrealized gains on cash flow hedges (net of accumulated income tax expense of $5,336)
    
    
    12,433
    
    
    
    2,036
    
    
    
    14,469(285,990
    )
    
    
    (35,756
    )
    
    
    (321,746
    )
 Balance, as at
    
    
    Net changes
    
    
    Balance, as atOctober 1,
    
    
    during
    
    
    September 30,2008
    
    
    the year
    
    
    2009$
    
    
    $
    
    
    $Net unrealized losses on translating financial statements of self-sustaining foreign operations
(net of accumulated income tax recovery of $10,464)
    
    
    (365,672
    )
    
    
    6,249
    
    
    
    (359,423
    )Net unrealized gains on translating long-term debt designated as a hedge of net investments
in self-sustaining foreign operations (net of accumulated income tax expense of $11,623)
    
    
    45,261
    
    
    
    15,739
    
    
    
    61,000Net unrealized gains on cash flow hedges (net of accumulated income tax expense of $4,422)
    
    
    (1,013
    )
    
    
    13,446
    
    
    
    12,433(321,424
    )
    
    
    35,434
    
    
    
    (285,990
    )
 Balance, as at
    
    
    Net changes
    
    
    Balance, as atOctober 1,
    
    
    during
    
    
    September 30,2007
    
    
    the year
    
    
    2008$
    
    
    $
    
    
    $Net unrealized losses on translating financial statements of self-sustaining foreign operations
(net of accumulated income tax recovery of $7,029)
    
    
    (431,872
    )
    
    
    66,200
    
    
    
    (365,672
    )Net unrealized gains on translating long-term debt designated as a hedge of net investment
in self-sustaining foreign operations (net of accumulated income tax expense of $8,748)
    
    
    45,799
    
    
    
    (538
    )
    
    
    45,261Net unrealized losses on cash flow hedges (net of accumulated income tax recovery of $187)
    
    
    
    
    
    
    (1,013
    )
    
    
    (1,013
    )(386,073
    )
    
    
    64,649
    
    
    
    (321,424
    )
  CGI group Inc.          2010 Annual report
    
    61




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##### Table of Contents



2010
    
    
    2009$
    
    
    $Current future income tax assets
    
    
    16,509
    
    
    
    15,110Long-term future income tax assets
    
    
    11,592
    
    
    
    10,173Current future income tax liabilities
    
    
    (26,423
    )
    
    
    (50,250
    )Long-term future income tax liabilities
    
    
    (170,683
    )
    
    
    (171,697
    )Future income taxes, net
    
    
    (169,005
    )
    
    
    (196,664
    )
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Current
    
    
    136,387
    
    
    
    95,923
    
    
    
    128,972Future
    
    
    (21,417
    )
    
    
    29,300
    
    
    
    (22,675
    )114,970
    
    
    
    125,223
    
    
    
    106,297
  2010
    
    
    2009
    
    
    2008%
    
    
    %
    
    
    %Companys statutory tax rate
    
    
    30.2
    
    
    
    30.9
    
    
    
    31.2Effect of foreign tax rate differences
    
    
    0.3
    
    
    
    
    
    
    
    (0.6
    )Final determination from agreements with tax authorities and expirations of statutes of limitations
    
    
    (7.9
    )
    
    
    (3.9
    )
    
    
    (3.7
    )Non-deductible and tax exempt items
    
    
    1.7
    
    
    
    1.3
    
    
    
    0.8Impact on future tax assets and liabilities resulting from tax rate changes
    
    
    (0.3
    )
    
    
    
    
    
    
    (1.7
    )Tax benefits on losses
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2Effective income tax rate
    
    
    24.1
    
    
    
    28.4
    
    
    
    26.2
 CGI group Inc.          2010 Annual report
    
    62




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##### Table of Contents



2010
    
    
    2009$
    
    
    $Future income tax assets:Accounts payable and accrued liabilities
    
    
    14,074
    
    
    
    11,316Tax benefits on losses carried forward
    
    
    14,667
    
    
    
    10,171Capital assets, intangible assets and other long-term liabilities
    
    
    20,482
    
    
    
    17,197Accrued compensation
    
    
    28,397
    
    
    
    23,414Unrealized losses on cash flow hedges
    
    
    1,585
    
    
    
    3,395Allowance for doubtful accounts
    
    
    1,793
    
    
    
    3,107Other
    
    
    1,612
    
    
    
    2,43382,610
    
    
    
    71,033Valuation allowance
    
    
    (4,346
    )
    
    
    (6,818
    )78,264
    
    
    
    64,215Future income tax liabilities:Capital assets, intangible assets and other long-term assets
    
    
    161,988
    
    
    
    161,008Work in progress
    
    
    25,165
    
    
    
    22,395Goodwill
    
    
    27,774
    
    
    
    25,276Refundable tax credits on salaries
    
    
    20,985
    
    
    
    40,233Unrealized gain on cash flow hedges
    
    
    6,908
    
    
    
    7,478Other
    
    
    4,449
    
    
    
    4,489247,269
    
    
    
    260,879Future income taxes, net
    
    
    (169,005
    )
    
    
    (196,664
    )
      2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Costs of services, selling and administrative
    
    
    3,116,425
    
    
    
    3,268,995
    
    
    
    3,193,270Tax credits
    
    
    (90,602
    )
    
    
    (98,589
    )
    
    
    (82,510
    )3,025,823
    
    
    
    3,170,406
    
    
    
    3,110,760
 CGI group Inc.          2010 Annual report
    
    63




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##### Table of Contents



2010 TRANSACTIONS
 a) Acquisition
  
    
    Stanley, Inc. (Stanley) On August 17, 2010,
the Company acquired all outstanding shares of
Stanley, a provider of information technology
services and solutions to U.S. defence,
intelligence and federal civilian government
agencies, for a total cash consideration of
$923,150,000. The acquisition was financed
through a withdrawal from the Companys existing
unsecured revolving credit facility and cash on
hand of $832,160,000 and $90,990,000,
respectively. Stanleys operations will increase
the scale and capabilities of the Company to
serve the U.S. Federal Government expanding the
offering into the defence and intelligence
space.
  Stanley$Current assets1
    
    
    163,648Capital assets
    
    
    9,005Intangible assets
    
    
    123,897Goodwill2
    
    
    886,403Other long-term assets
    
    
    3,167Future income taxes
    
    
    3,564Current liabilities
    
    
    (176,110
    )Debt, classified as current
    
    
    (102,262
    )Other long-term liabilities
    
    
    (11,748
    )899,564Cash acquired
    
    
    23,586Net assets acquired
    
    
    923,150Cash consideration
    
    
    923,150
 1
    
    The current assets include accounts receivable with a fair value of $97,967,000 which
approximates the gross amount due under the contracts.2
    
    The goodwill arising from the acquisition mainly represents the future economic value
associated to acquired work force and synergies with the Companys operations.
All of the goodwill is included in the U.S. and India segment and $26,323,000 is deductible for
tax purposes.   CGI group Inc.          2010 Annual report
    
    64




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##### Table of Contents



b) Business combination adjustments
  2009 TRANSACTIONS
 a) Acquisition
  b) Disposal
  c) Modifications to purchase price allocations
   d) Consideration of purchase price
  2008 TRANSACTIONS
 a) Acquisition
  b) Disposal
  c) Modifications to purchase price allocations
  d) Consideration of purchase price
  CGI group Inc.          2010 Annual report
    
    65




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##### Table of Contents



2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Revenue
    
    
    
    
    
    
    2,511
    
    
    
    64,851Operating expenses1
    
    
    
    
    
    
    1,046
    
    
    
    68,747Amortization
    
    
    
    
    
    
    14
    
    
    
    1,624Earnings (loss) before income taxes
    
    
    
    
    
    
    1,451
    
    
    
    (5,520
    )Income tax expense (recovery)2
    
    
    
    
    
    
    143
    
    
    
    (386
    )Earnings (loss) from discontinued operations
    
    
    
    
    
    
    1,308
    
    
    
    (5,134
    )
 1
    
    For the year ended September 30, 2009, operating expenses from discontinued operations
include a gain on disposition of $1,494,000. For the year ended September 30, 2008, it includes an impairment of goodwill of $4,051,000 and a loss on disposition of $965,000.2
    
    Income tax expense (recovery) does not bear a normal relation to earnings (loss) before income taxes since the sale includes goodwill of $1,499,000
for the year ended September 30, 2009 ($7,732,000 for the year ended September 30, 2008), which
has no tax basis.
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Cash provided by (used in) operating activities
    
    
    
    
    
    
    164
    
    
    
    (818
    )Cash used in investing activities
    
    
    
    
    
    
    (3
    )
    
    
    (250
    )Total cash provided by (used in) discontinued operations
    
    
    
    
    
    
    161
    
    
    
    (1,068
    )
 
  2010
    
    
    2009$
    
    
    $Balance sheetsCurrent assets
    
    
    38,148
    
    
    
    37,608Non-current assets
    
    
    2,992
    
    
    
    2,998Current liabilities
    
    
    15,609
    
    
    
    14,721Non-current liabilities
    
    
    933
    
    
    
    445
 2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Statements of earningsRevenue
    
    
    91,015
    
    
    
    101,964
    
    
    
    87,887Expenses
    
    
    79,597
    
    
    
    88,552
    
    
    
    77,381Net earnings
    
    
    11,418
    
    
    
    13,412
    
    
    
    10,506
 CGI group Inc.          2010 Annual report
    
    
    
    66




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##### Table of Contents



2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Statements of cash flowsCash provided by (used in):Operating activities
    
    
    13,763
    
    
    
    25,542
    
    
    
    4,879Investing activities
    
    
    (733
    )
    
    
    (570
    )
    
    
    (412
    )Financing activities
    
    
    (12,740
    )
    
    
    (12,250
    )
    
    
    (13,720
    )
 
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Accounts receivable
    
    
    125,928
    
    
    
    31,749
    
    
    
    (13,164
    )Work in progress
    
    
    (59,579
    )
    
    
    (22,450
    )
    
    
    (43,785
    )Prepaid expenses and other current assets
    
    
    17,933
    
    
    
    8,399
    
    
    
    (12,692
    )Accounts payable and accrued liabilities
    
    
    (46,810
    )
    
    
    (39,255
    )
    
    
    5,762Accrued compensation
    
    
    (74,443
    )
    
    
    38,009
    
    
    
    (5,327
    )Deferred revenue
    
    
    22,415
    
    
    
    15,194
    
    
    
    (13,323
    )Income taxes
    
    
    (8,386
    )
    
    
    25,974
    
    
    
    (31,357
    )(22,942
    )
    
    
    57,620
    
    
    
    (113,886
    )
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Operating activitiesAccounts receivable
    
    
    (693
    )
    
    
    (1,476
    )
    
    
    408Work in progress
    
    
    2,707
    
    
    
    
    
    
    
    Accounts payable and accrued liabilities
    
    
    
    
    
    
    (1,817
    )
    
    
    (2,723
    )Deferred revenue
    
    
    3,750
    
    
    
    4,779
    
    
    
    5,764
    
    
    
    1,486
    
    
    
    (2,315
    )
 Investing activitiesPurchase of capital assets
    
    
    (42,982
    )
    
    
    (27,040
    )
    
    
    (17,559
    )Purchase of intangible assets
    
    
    (23,708
    )
    
    
    (4,779
    )
    
    
    (13,185
    )(66,690
    )
    
    
    (31,819
    )
    
    
    (30,744
    )
 Financing activitiesIncrease in obligations under capital leases
    
    
    38,200
    
    
    
    27,040
    
    
    
    17,559Increase in obligations
    
    
    22,033
    
    
    
    
    
    
    
    13,185Issuance of shares
    
    
    693
    
    
    
    1,476
    
    
    
    (408
    )Repurchase of Class A subordinate shares
    
    
    
    
    
    
    1,817
    
    
    
    2,72360,926
    
    
    
    30,333
    
    
    
    33,059
 CGI group Inc.          2010 Annual report
    
    
    
    67




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##### Table of Contents



2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $Interest paid
    
    
    13,254
    
    
    
    16,558
    
    
    
    26,847Income taxes paid
    
    
    104,724
    
    
    
    63,125
    
    
    
    139,803
 
   2010U.S. &
    
    
    Europe &Canada
    
    
    India
    
    
    Asia Pacific
    
    
    Corporate
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Segment revenue
    
    
    2,170,082
    
    
    
    1,483,593
    
    
    
    242,152
    
    
    
    
    
    
    
    3,895,827Intersegment revenue elimination
    
    
    (57,670
    )
    
    
    (83,194
    )
    
    
    (22,846
    )
    
    
    
    
    
    
    (163,710
    )Revenue
    
    
    2,112,412
    
    
    
    1,400,399
    
    
    
    219,306
    
    
    
    
    
    
    
    3,732,117Earnings (loss) from continuing
operations before
acquisition-related and
integration costs, interest on
long-term debt, interest
income, other (income)
expense, gain on sale of
capital assets and income tax
expense1
    
    
    375,998
    
    
    
    192,305
    
    
    
    89
    
    
    
    (56,490
    )
    
    
    511,902Total assets
    
    
    2,083,675
    
    
    
    2,166,397
    
    
    
    180,780
    
    
    
    176,339
    
    
    
    4,607,191
 1
    
    Amortization included in Canada, U.S. & India, Europe & Asia Pacific and Corporate is
$132,073,000, $69,010,000, $5,790,000 and $11,584,000,
respectively, for the year ended September 30, 2010. 2009U.S. &
    
    
    Europe &Canada
    
    
    India
    
    
    Asia Pacific
    
    
    Corporate
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Segment revenue
    
    
    2,216,042
    
    
    
    1,421,366
    
    
    
    305,417
    
    
    
    
    
    
    
    3,942,825Intersegment revenue elimination
    
    
    (36,383
    )
    
    
    (59,579
    )
    
    
    (21,702
    )
    
    
    
    
    
    
    (117,664
    )Revenue
    
    
    2,179,659
    
    
    
    1,361,787
    
    
    
    283,715
    
    
    
    
    
    
    
    3,825,161Earnings (loss) from continuing
operations before
acquisition-related and
integration costs, interest on
long-term debt, interest
income, other (income)
expense, gain on sale of
capital assets and income tax
expense1
    
    
    320,702
    
    
    
    171,965
    
    
    
    18,639
    
    
    
    (50,565
    )
    
    
    460,741Total assets
    
    
    2,341,074
    
    
    
    985,289
    
    
    
    197,619
    
    
    
    375,928
    
    
    
    3,899,910
  2008U.S. &
    
    
    Europe &Canada
    
    
    India
    
    
    Asia Pacific
    
    
    Corporate
    
    
    Total$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Segment revenue
    
    
    2,356,629
    
    
    
    1,137,457
    
    
    
    296,745
    
    
    
    
    
    
    
    3,790,831Intersegment revenue elimination
    
    
    (21,063
    )
    
    
    (50,944
    )
    
    
    (12,961
    )
    
    
    
    
    
    
    (84,968
    )Revenue
    
    
    2,335,566
    
    
    
    1,086,513
    
    
    
    283,784
    
    
    
    
    
    
    
    3,705,863Earnings (loss) from continuing
operations before
acquisition-related and
integration costs, interest on
long-term debt, interest
income, other (income)
expense, gain on sale of
capital assets and income tax
expense1
    
    
    332,827
    
    
    
    129,401
    
    
    
    24,692
    
    
    
    (56,434
    )
    
    
    430,486Total assets
    
    
    2,274,589
    
    
    
    1,113,303
    
    
    
    197,900
    
    
    
    94,766
    
    
    
    3,680,558
 1
    
    Amortization included in Canada, U.S. & India, Europe & Asia Pacific and Corporate is
$111,903,000, $54,358,000, $5,069,000 and $13,524,000, respectively,
for the year ended September 30, 2008. CGI group Inc.          2010 Annual report
    
    
    
    68




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##### Table of Contents



GEOGRAPHIC INFORMATION
  2010
    
    
    2009$
    
    
    $Capital assetsCanada
    
    
    161,993
    
    
    
    155,072U.S.
    
    
    59,306
    
    
    
    40,528Other
    
    
    16,725
    
    
    
    16,818238,024
    
    
    
    212,418
  INFORMATION ABOUT SERVICES
  2010
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $OutsourcingIT Services
    
    
    1,870,804
    
    
    
    1,817,943
    
    
    
    1,523,562BPS
    
    
    412,341
    
    
    
    405,516
    
    
    
    485,454Systems integration and consulting
    
    
    1,448,972
    
    
    
    1,601,702
    
    
    
    1,696,8473,732,117
    
    
    
    3,825,161
    
    
    
    3,705,863
 MAJOR CUSTOMER INFORMATION
  
    2010
    
    
    2009$
    
    
    $Accounts receivable
    
    
    681
    
    
    
    10,542Work in progress
    
    
    1,076
    
    
    
    5,937Contract costs
    
    
    6,210
    
    
    
    8,706Deferred revenue
    
    
    1,012
    
    
    
    3,351
 CGI group Inc.          2010 Annual report
    
    
    
    69




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##### Table of Contents




    
    The Company has defined contribution pension plans mainly covering
certain European employees. For the years ended September 30, 2010,
2009 and 2008, the plan expense was $5,343,000, $5,053,000 and
$5,303,000, respectively.
    
    The Company maintains a 401(k) defined contribution plan covering
substantially all U.S. employees. Since January 1, 2008, the Company
matches employees contributions to a maximum of US$2,500 per year.
Prior to that date, the maximum was US$1,000 per year. For the years
ended September 30, 2010, 2009 and 2008, the amounts of the Companys
contributions were $8,212,000, $7,557,000 and $5,069,000,
respectively.
    
    The Company maintains two non-qualified deferred compensation plans
covering some of its U.S. management. One of these plans is an
unfunded plan and the non-qualified deferred compensation liability
totaled $2,376,000 as at September 30, 2010 ($3,211,000 at September
30, 2009). The other plan is a funded plan for which a trust was
established so that the plan assets could be segregated; however, the
assets are subject to the Companys general creditors in the case of
bankruptcy. The assets, included in other long-term assets, composed
of investments, vary with employees contributions and changes in the
value of the investments. The change in liability associated with the
plan is equal to the change of the assets. The assets in the trust and
the associated liabilities totalled $16,318,000 as at September 30,
2010 ($13,108,000 as at September 30, 2009).
    
    The Company maintains a post-employment benefits plan to cover certain
former retired employees associated with the divested Canadian claims
adjusting and risk management services business. The post-employment
benefits liability totalled $7,008,000 as at September 30, 2010
($7,201,000 at September 30, 2009). The Company measures its benefits
liability as at September 30 of each year. An actuarial valuation was
performed at September 30, 2008, and the next actuarial valuation will
be as at September 30, 2011.
 
 A) COMMITMENTS
  $2011
    
    
    135,0032012
    
    
    118,9712013
    
    
    104,2382014
    
    
    88,7392015
    
    
    84,135Thereafter
    
    
    386,748
  $2011
    
    
    54,2372012
    
    
    28,7302013
    
    
    17,6442014
    
    
    5,0732015
    
    
    1,409Thereafter
    
    
    628
  CGI group Inc.          2010 Annual report
    
    
    
    70




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##### Table of Contents



B) CONTINGENCIES
   C) GUARANTEES
 Sale of assets and business divestitures
  Other transactions
   
 FAIR VALUE
   
    
    Cash and cash equivalents (Note 3), short-term investments, and deferred compensation plan assets (Note 24) are
designated as held for trading as this reflects managements intentions.
    
    Trade accounts receivable (Note 4), work in progress, and funds held for clients are classified as loans and receivables.
    
    Accounts payable and accrued liabilities, accrued compensation, long-term debt, excluding obligations under capital
leases (Note 10), and clients funds obligations are classified as other liabilities.
    CGI group Inc.          2010 Annual report
    
    
    
    71




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##### Table of Contents



2010
    
    
    2009Recorded as
    
    
    $
    
    
    $Hedge on net investments in self-sustaining foreign subsidiariesUS$920,000 debt designated as the hedging instrument to the Companys
net investment in U.S. subsidiaries (US$100,000 as at September 30, 2009)
    
    Long term debt
    
    
    947,416
    
    
    
    107,22012,000 debt designated as the hedging instrument to the Companys net
investment in European subsidiaries (12,000 as at September 30, 2009)
    
    Long term debt
    
    
    16,807
    
    
    
    18,823Cash flow hedges on future revenueUS$130,380 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$192,660 as at September 30, 2009)
    
    Other current assets
    
    
    8,918
    
    
    
    8,303Other long-term assets
    
    
    11,433
    
    
    
    16,148US$44,820 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$62,940 as at September 30, 2009)
    
    Other current assets
    
    
    2,378
    
    
    
    1,495Other long-term assets
    
    
    1,121
    
    
    
    488Other long-term liabilities
    
    
    
    
    
    
    78$89,040 foreign currency forward contracts to hedge the variability in
the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($110,315 as at September 30, 2009)
    
    Accrued liabilities
    
    
    1,570
    
    
    
    2,005Other long-term liabilities
    
    
    3,396
    
    
    
    7,570Cash flow hedges on Senior U.S. unsecured notesUS$107,000 foreign currency forward contracts (US$107,000 as at September 30, 2009)
    
    Other current asset
    
    
    1,277
    
    
    
    Other long-term assets
    
    
    763
    
    
    
    5,736
  FAIR VALUE HIERARCHY
      MARKET RISK (INTEREST RATE RISK AND CURRENCY RISK)
  Interest rate risk
  Currency risk
   CGI group Inc.          2010 Annual report
    
    
    
    72




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2010
    
    
    2009U.S. dollar
    
    
    Euro
    
    
    U.S. dollar
    
    
    Euroimpact
    
    
    impact
    
    
    impact
    
    
    impactIncrease in net earnings
    
    
    16,485
    
    
    
    116
    
    
    
    11,739
    
    
    
    938Increase in comprehensive income
    
    
    161,456
    
    
    
    11,130
    
    
    
    79,117
    
    
    
    12,409
 LIQUIDITY RISK
   Between
    
    
    BetweenCarrying
    
    
    Contractual
    
    
    Less than
    
    
    one and
    
    
    two and
    
    
    BeyondAmount
    
    
    cash flows
    
    
    one year
    
    
    two years
    
    
    five years
    
    
    5 years$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Non-derivative financial liabilitiesAccounts payable and accrued liabilities
    
    
    304,376
    
    
    
    304,376
    
    
    
    304,376
    
    
    
    
    
    
    
    
    
    
    
    Accrued compensation
    
    
    191,486
    
    
    
    191,486
    
    
    
    191,486
    
    
    
    
    
    
    
    
    
    
    
    Senior U.S. unsecured notes
    
    
    109,899
    
    
    
    116,799
    
    
    
    93,113
    
    
    
    1,236
    
    
    
    22,450
    
    
    
    Unsecured committed revolving term facility
    
    
    964,223
    
    
    
    977,861
    
    
    
    9,092
    
    
    
    968,769
    
    
    
    
    
    
    
    Obligations repayable in blended monthly instalments
    
    
    22,049
    
    
    
    23,961
    
    
    
    6,292
    
    
    
    5,052
    
    
    
    11,211
    
    
    
    1,406Clients funds obligations
    
    
    248,695
    
    
    
    248,695
    
    
    
    248,695
    
    
    
    
    
    
    
    
    
    
    
    Derivative financial liabilitiesCash flow hedge on future revenueOutflow
    
    
    4,966
    
    
    
    5,562
    
    
    
    1,637
    
    
    
    1,740
    
    
    
    2,185
    
    
    
    (Inflow)
    
    
    (23,850
    )
    
    
    (24,658
    )
    
    
    (11,447
    )
    
    
    (7,323
    )
    
    
    (5,888
    )
    
    
    1,821,844
    
    
    
    1,844,082
    
    
    
    843,244
    
    
    
    969,474
    
    
    
    29,958
    
    
    
    1,406
  CGI group Inc.          2010 Annual report
    
    
    
    73




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CREDIT RISK
     2010
    
    
    2009$
    
    
    $Not past due
    
    
    301,106
    
    
    
    267,784Past due 1-30 days
    
    
    28,864
    
    
    
    9,183Past due 31-60 days
    
    
    5,738
    
    
    
    13,086Past due 61-90 days
    
    
    5,018
    
    
    
    4,979Past due more than 90 days
    
    
    20,147
    
    
    
    33,737360,873
    
    
    
    328,769Allowance for doubtful accounts
    
    
    (11,524
    )
    
    
    (11,122
    )349,349
    
    
    
    317,647
  CGI group Inc.          2010 Annual report
    
    
    
    74




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##### Table of Contents




    
    Debt/Capitalization
    
    Net Debt/Capitalization
    
    Debt/EBITDA
   
    
    A leverage ratio, which is the ratio of total debt to EBITDA for the four most recent quarters.
    
    An interest and rent coverage ratio, which is the ratio of the EBITDAR for the four most recent quarters to the total
interest expense and the operating rentals in the same periods. EBITDAR, a non-GAAP measure, is calculated as EBITDA plus
rent expense.
    
    A minimum net worth requirement, whereby shareholders equity, excluding foreign exchange translation adjustments included
in accumulated other comprehensive loss, cannot be less than a specified threshold.
   
    
    A leverage ratio, which is the ratio of total debt adjusted for operating rent to EBITDAR for the four most recent quarters.
    
    A fixed charges coverage ratio, which is the ratio of the EBITDAR to the sum of interest expense plus operating rentals for
the period for the four most recent quarters.
    
    A minimum net worth requirement, whereby shareholders equity, excluding foreign exchange translation adjustments included
in accumulated other comprehensive loss, cannot be less than a specified threshold.
   CGI group Inc.          2010 Annual report
    
    
    
    75




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##### Table of Contents



2009
    
    
    2008(Restated
    
    
    (Restated2010
    
    
    Note 2a)
    
    
    Note 2a)$
    
    
    $
    
    
    $Reconciliation of net earnings:Net earnings  Canadian GAAP
    
    
    362,766
    
    
    
    317,205
    
    
    
    294,000Adjustments for:Stock-based compensation (i)
    
    
    (213
    )
    
    
    (3,759
    )
    
    
    (4,127
    )Warrants (ii)
    
    
    863
    
    
    
    1,404
    
    
    
    (5,721
    )Reversal of income tax provision (iii)
    
    
    
    
    
    
    (517
    )
    
    
    (7,452
    )Other (iv)
    
    
    (140
    )
    
    
    594
    
    
    
    216Net earnings  U.S. GAAP
    
    
    363,276
    
    
    
    314,927
    
    
    
    276,916Attributable to:Shareholders of CGI Group Inc.
    
    
    362,896
    
    
    
    314,188
    
    
    
    276,048Non-controlling interest
    
    
    380
    
    
    
    739
    
    
    
    868Basic earnings per share attributable to shareholders of CGI Group Inc.  U.S. GAAP
    
    
    1.27
    
    
    
    1.02
    
    
    
    0.87Diluted earnings per share attributable to shareholders of CGI Group Inc.  U.S. GAAP
    
    
    1.24
    
    
    
    1.01
    
    
    
    0.86Net earnings  U.S. GAAP
    
    
    363,276
    
    
    
    314,927
    
    
    
    276,916Other comprehensive (loss) income
    
    
    (35,756
    )
    
    
    35,434
    
    
    
    64,649Comprehensive income  U.S. GAAP
    
    
    327,520
    
    
    
    350,361
    
    
    
    341,565Attributable to:Shareholders of CGI Group Inc.
    
    
    327,140
    
    
    
    349,622
    
    
    
    340,697Non-controlling interest
    
    
    380
    
    
    
    739
    
    
    
    868Reconciliation of shareholders equity:Equity attributable to shareholders of CGI Group Inc.  Canadian GAAP
    
    
    2,152,631
    
    
    
    2,275,254
    
    
    
    1,997,001Adjustments for:Stock-based compensation (ix)
    
    
    58,411
    
    
    
    58,411
    
    
    
    58,411Warrants (ii)
    
    
    (7,125
    )
    
    
    (7,988
    )
    
    
    (9,392
    )Reversal of income tax provision (iii)
    
    
    (7,969
    )
    
    
    (7,969
    )
    
    
    (7,452
    )Unearned compensation (v)
    
    
    (3,694
    )
    
    
    (3,694
    )
    
    
    (3,694
    )Integration costs (vi)
    
    
    (6,606
    )
    
    
    (6,606
    )
    
    
    (6,606
    )Goodwill (vii)
    
    
    28,078
    
    
    
    28,078
    
    
    
    28,078Income taxes and adjustment for change in accounting policy (viii)
    
    
    9,715
    
    
    
    9,715
    
    
    
    9,715Other (iv)
    
    
    (3,405
    )
    
    
    (3,265
    )
    
    
    (3,859
    )Equity attributable to shareholders of CGI Group Inc.  U.S. GAAP
    
    
    2,220,036
    
    
    
    2,341,936
    
    
    
    2,062,202Equity attributable to non-controlling interest  Canadian and U.S. GAAP
    
    
    6,452
    
    
    
    6,342
    
    
    
    5,922
 CGI group Inc.           2010 Annual report
    
    76




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##### Table of Contents



(i) Stock-based compensation
  (ii) Warrants
   (iii) Reversal of income tax provision
  (iv) Capitalization of intangible assets
  (v) Unearned compensation
  (vi) Integration costs
  (vii) Goodwill
  (viii) Income taxes and adjustment for change in accounting policy
  (ix) Stock-based compensation
  CGI group Inc.          2010 Annual report
    
    77




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##### Table of Contents



(x) Recent accounting changes
   (xi) Future accounting changes
  CGI group Inc.          2010 Annual report
    
    78




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##### Table of Contents



23.1
    
    Consent of Ernst & Young LLP23.2
    
    Consent of Deloitte & Touche LLP99.1
    
    Certification of the Registrants Chief Executive Officer required pursuant to Rule 13a-14(a).99.2
    
    Certification of the Registrants Chief Financial Officer required pursuant to Rule 13a-14(a).99.3
    
    Certification of the Registrants Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.4
    
    Certification of the Registrants Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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##### Table of Contents



SIGNATURES
  Groupe CGI Inc./CGI Group Inc.By:
    /s/ Benoit DubéDate:  February 23, 2011
    
    Name:
    Benoit DubéTitle:
    Executive Vice-President and
Chief Legal Officer




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##### Table of Contents



EXHIBIT INDEX
 23.1
    
    Consent of Ernst & Young LLP23.2
    
    Consent of Deloitte & Touche LLP99.1
    
    Certification of the Registrants Chief Executive Officer required pursuant to Rule 13a-14(a).99.2
    
    Certification of the Registrants Chief Financial Officer required pursuant to Rule 13a-14(a).99.3
    
    Certification of the Registrants Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.4
    
    Certification of the Registrants Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.