SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

 

 

PURSUANT TO RULE 13a-16 OR 15d-16 OF

 

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2005

 

Commission File Number 1-14858

 

 

CGI Group Inc.

 

(Translation of Registrants Name Into English)

 

 

1130 Sherbrooke Street West

 

 

5th Floor

 

 

Montréal, Québec

 

 

Canada H3A 2M8

 

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F             Form 40-F    X   

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes             No    X   

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___.

 

Enclosure: Press release dated November 2, 2005 and Financial statements for the three and twelve months ended September 30, 2005.

 

This Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statement on Form S-8, Reg. Nos. 333-13350, 333-66044, 333-74932 and 333-112021.

 



PRESS RELEASE

FOR IMMEDIATE RELEASE

 

CGI ACHIEVES SOLID GROWTH IN FISCAL 2005

REVENUE UP 17.0%, EARNINGS FROM CONTINUING OPERATIONS AHEAD 18.5% AND OPERATING CASH FLOW 108.7% HIGHER

 

Montreal, November 2, 2005 – CGI Group Inc. (NYSE: GIB; TSX: GIB.SV.A), a leading provider of end-to-end information technology and business process services, today reported unaudited results for its fourth quarter ended September 30, 2005 and for fiscal 2005. All figures are in Canadian dollars unless otherwise indicated.

 

Fiscal Year 2005 Highlights

Revenue of $3,686.0 million was 17.0% higher in fiscal 2004 and 20.5% higher on a constant currency basis.

Net earnings from continuing operations increased 18.5% to $219.7 million compared with fiscal 2004.

Basic and diluted earnings per share from continuing operations increased to $0.50, from $0.44 in fiscal 2004.

The net earnings from continuing operations margin was 6.0%, compared with 5.9% a year ago.

Cash net earnings increased 21.4% to $302.0 million or $0.69 per share compared with fiscal 2004.

Cash provided by continuing operating activities increased by 108.7% to $479.7 million from 2004.

The backlog of signed contracts at September 30, 2005 was $12.9 billion with a weighted average remaining contract term of 6.7 years.

Contract bookings totaled $3.6 billion, compared with $3.0 billion in fiscal 2004.

Under its normal course issuer bid, CGI bought back 14.9 million Class A subordinate shares for a total consideration of $116.4 million.

At September 30, CGI’s cash position was $240.5 million. Long-term debt was $249.7 million and the net debt to capitalization ratio was 0.3%.

 

Fourth Quarter Highlights

Revenue was $904.8 million, 3.4% lower than in the fourth quarter of fiscal 2004, but essentially unchanged from one year ago on a constant currency basis.

Net earnings from continuing operations were $56.4 million, compared with $52.9 million a year ago.

Earnings per share from continuing operations were $0.13, compared with $0.12 in 2004.

The net earnings from continuing operations margin was 6.2%, up from 6.0% in the third quarter and 5.6% in the fourth quarter of fiscal 2004.

Cash net earnings were $77.5 million or $0.18 per share.

Cash provided by continuing operating activities was $121.7 million.

Contract bookings totaled $665.5 million.

 

“In the fourth quarter, we continued to generate strong cash flow and to improve profit margins on a year-over-year basis and also sequentially despite business seasonality during the summer months,” said Serge

 

 



CGI Reports 4Q and FY05 Results

November 2, 2005,

Page 2

 

 

Godin, chairman and CEO. “During the fiscal year, our ability to significantly increase operating cash flow enabled us to further strengthen our balance sheet while buying back CGI shares. We again achieved strong revenue and earnings growth and solid progress within our operations in each of our main geographies.”

 

FINANCIAL HIGHLIGHTS

 

In $ millions except margin and share data amounts

3 months

ended

September 30

12 months

ended

September 30

 

2005

2004

2005

2004






Revenue*

$904.8

$936.9

$3,686.0

$3,150.1

Net earnings from continuing operations

$56.4

$52.9

$219.7

$185.4

Net earnings

$55.8

$52.9

$216.5

$194.0






Cash provided by continuing operating activities

 

$121.7

 

$(2.6)

 

$479.7

 

$229.8






Net earnings from continuing operations margin

6.2%

5.6%

6.0%

5.9%






Net earnings margin

6.2%

5.6%

5.9%

6.2%






Cash net earnings

$77.5

$75.3

$302.0

$248.8






Cash net earnings margin

8.6%

8.0%

8.2%

7.9%






Basic and diluted earnings per share from continuing operations

$0.13

$0.12

$0.50

$0.44






Basic and diluted earnings per share

$0.13

$0.12

$0.49

$0.46






 

 

 

 

 

Order backlog

$12,863

$12,965

$12,863

$12,965






* Note: Revenue figures for the fiscal 2005 and fiscal 2004 periods have been restated following a revised accounting interpretation which reduced revenue and applicable costs of services but had no impact on net earnings or cash flows. For comparative purposes, the reclassification amounts to $13.1 million and $52.9 million for the three-month and twelve-month periods ended September 30, 2004 and $40.7 million for the nine months ended September 30, 2005. Had it not been for this revised interpretation, fiscal 2005 and 2004 revenue would have been $3,740.5 million and $3,203.0 million, respectively. For additional details, please refer to the Financial Review section of the fourth quarter MD&A and Note 1 to the Financial Statements.

 

Fourth Quarter Results (See also: Q4 MD&A filed with Sedar & Edgar and available at www.cgi.com). Revenue for the fourth quarter ended September 30, 2005 totaled $904.8 million, compared with $936.9 million (restated as outlined in the note to the Financial Highlights table above) in the same quarter last year. Before the effect of the currency exchange rate mainly between the Canadian and US dollars, revenue was even with a year ago. Currency fluctuations reduced revenue by $31.8 million or 3.4%, compared with the previous year. Year-over-year, external growth was 1.2%, reflecting three niche acquisitions, while organic revenue growth was negative 1.3%. Revenue was reduced mainly by the previously announced termination, earlier in fiscal 2005, of a contract that was not meeting our profitability standards.

 

Earnings before interest, income taxes, entity subject to significant influence and discontinued operations (“adjusted EBIT”) were $89.4 million in the fourth quarter, compared with $83.9 million in last year’s fourth quarter. The adjusted EBIT margin was 9.9% for the quarter, up from 9.0% a year ago.

 

Net earnings from continuing operations in the fourth quarter increased 6.7% to $56.4 million or $0.13 per share from net earnings from continuing operations of $52.9 million or $0.12 per share in the same period of 2004. All per share data is on a basic and diluted basis, and there were 2.4% fewer average weighted shares outstanding than a year ago. The net earnings from continuing operations margin

 



CGI Reports 4Q and FY05 Results

November 2, 2005,

Page 3

 

 

increased to 6.2% in the fourth quarter from 5.6% a year ago. For comparative purposes, under US generally accepted accounting principles (US GAAP) CGI’s net earnings from continuing operations were $0.14 per share in the fourth quarter and its net earnings from continuing operations margin was 6.8%.

 

Cash net earnings, which are before the amortization of intangibles, were $77.5 million or $0.18 per share in the fourth quarter of fiscal 2005, compared with $75.3 million or $0.17 per share achieved in the same quarter a year ago. Cash net earnings in the quarter represented 8.6% of revenue, compared with 8.0% a year ago. Amortization of intangibles relates mainly to the value of internal software, business solutions and client relationships gained through acquisitions and new outsourcing contracts. Management believes that net earnings before the amortization of intangibles provides better visibility of our ability to generate cash.

 

Net earnings including discontinued operations were $55.8 million or $0.13 per share in the fourth quarter of 2005, compared with $52.9 million or $0.12 per share a year ago.

 

Fiscal 2005 Results

Revenue for fiscal 2005 totaled $3,686.0 million, up 17.0% from revenue of $3,150.1 million in fiscal 2004. Both revenue figures are revised as indicated above. Internal growth was 2.2% compared with fiscal 2004, while external growth was 18.3%, partially offset by the 3.5% negative impact of foreign currency fluctuations. Total bookings were $3.6 billion, compared with bookings of $3.0 billion in fiscal 2004.

 

Net earnings from continuing operations increased 18.5% to $219.7 million compared with $185.4 million a year ago. Basic and diluted earnings per share from continuing operations were $0.50, compared with $0.44 in the previous year, adjusted to reflect the expensing of stock options. The net earnings from continuing operations margin was 6.0% compared with 5.9% a year ago. For the year, the expensing of stock options which is required under Canadian generally accepted accounting principles (GAAP) represented $0.05 per share. For comparative purposes, under US GAAP CGI’s net earnings from continuing operations were $0.55 per share in fiscal 2005, compared with $0.50 in fiscal 2004. Net earnings including discontinued operations increased 11.6% to $216.5 million or $0.49 per share from $194.0 million or $0.46 a year ago.

 

Cash net earnings, which are before the amortization of intangibles, increased by 21.4% to $302.0 million or $0.69 per share. This compares with cash net earnings of $248.8 million or $0.59 per share in fiscal 2004. The net cash earnings margin increased to 8.2% in fiscal 2005, from 7.9% in fiscal 2004.

 

Cash provided by continuing operating activities was $479.7 million in fiscal 2005, compared with $229.8 million a year ago.

 

The Company maintained a strong balance sheet. At September 30, 2005, cash and cash equivalents were $240.5 million. Long-term debt was $249.7 million and the net debt to capitalization ratio was 0.3%. At quarter end, total credit facilities available amounted to $817.8 million.

 

“Our long-term debt is now lower than it was prior to the AMS acquisition and our balance sheet is very strong. Our strong cash generation capabilities have made this possible and validate our ability to successfully execute our four-pillar growth strategy,” said Mr. Godin.

 

 

 



CGI Reports 4Q and FY05 Results

November 2, 2005,

Page 4

 

 

Share Repurchase Program

Under the terms of the normal course issuer bid announced February 1, 2005, during fiscal 2005 CGI bought back 14,896,200 Class A subordinate shares at an average market price plus commission of $7.82, for an aggregate consideration of $116.4 million. The total Class A subordinate shares repurchased included 846,200 shares bought for cancellation at the end of the year; all of which were cancelled October 6, 2005. The issuer bid enables CGI to purchase on the open market, through the facilities of the Toronto Stock Exchange, up to 27,834,417 Class A subordinate shares for cancellation, by February 2, 2006.

 

Fourth Quarter Operating Highlights

During the quarter, CGI announced strategic contracts and investments. Bookings totaled $665.5 million. Transactions that we announced included:

 

Union Bank of California (UBOC), the fourth largest commercial bank in California and one of the top 25 banks in the United States, chose CGI’s Proponix solution to support the bank’s domestic trade finance business. Proponix is a hosted, Web-based fully integrated trade finance platform that provides access to trade services technology as a service, enabling reduced costs and enhanced customer service.

 

The acquisition of MPI Professionals. MPI was a privately-held, Manhattan-based consulting and systems integration firm with revenues of US$17 million and 80 senior-level professionals. MPI specialized in project management, compliance, convergence, risk management and straight-through processing for the financial services sector with a specific focus on capital markets.

 

The acquisition of Silver Oak Solutions, a privately-held corporation with revenues of approximately US$23 million. Silver Oak was a leading provider of spend management solutions aimed at identifying, creating and sustaining measurable cost savings in procurement spending for clients in both the government and commercial sectors. It employs 100 senior-level professionals who serve clients from offices in Boston, New York, Philadelphia and San Francisco.

 

Market Outlook

“Most of the recent studies and surveys conducted by market research firms show that a larger proportion of corporations than previously will increase their information technology spending over the coming quarters, a trend which is good news for systems integration and consulting practices. In addition, the outsourcing outlook both for information technology and business process services remains strong,” said Mr. Godin. “We believe that CGI is well positioned to continue to benefit from these favourable trends and remain a clear winner in its markets.”

 

Demand for systems integration and consulting services in North America is expected to grow by approximately 4% to 5% annually, according to industry analysts. Demand growth for IT and business process services outsourcing is projected to be stronger.

 

In a study commissioned by CGI, market research firm IDC in 2004 found that IT spending not yet outsourced by organizations amounts to US$60 billion a year in Canada, US$682 billion a year in the US and US$476 billion a year in Western Europe. Regarding business process services, IDC found that the annual spending not yet outsourced amounts to US$80 billion a year in Canada, US$1.5 trillion in the US and US$480 billion in Western Europe. This is one estimate of the market potential, a portion of which will be outsourced over the coming years.

 

CGI’s 2006-2008 business plan reaffirms its successful its four pillar growth strategy, with CGI a consolidator in its industry through a balance of organic and external growth. While CGI already has critical mass in its main geographies, it will continue to increase its presence through acquisitions in selected metro markets where it sees the greatest potential to drive organic growth.

 

 



CGI Reports 4Q and FY05 Results

November 2, 2005,

Page 5

 

 

 

 

Use of Non-GAAP Financial Information

CGI reports its financial results in accordance with GAAP. However, we also use certain non-GAAP performance measures which include: adjusted earnings before interest, income taxes, entity subject to significant influence and discontinued operations (“adjusted EBIT”) and net earnings from continuing operations before amortization of finite-life intangibles (“cash net earnings”).

 

Management believes that these non-GAAP measures provide useful information to investors regarding the Company’s financial condition and results of operations as they provide additional measures of its performance. Adjusted EBIT provides information that can be used to evaluate the effectiveness of our business from an operational perspective, exclusive of the costs to finance our activities and exclusive of income taxes, neither of which are directly relevant to the operations. Cash net earnings provides better visibility of our ability to generate cash from our assets. Amortization of finite life intangibles is a non-cash item that relates mainly to the estimated value of internal software, business solutions and customer relationships gained through acquisitions and new outsourcing contracts.

 

These non-GAAP financial measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. They should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

 

A reconciliation of these non-GAAP measures with GAAP financial statements is provided in the MD&A which is posted on CGI’s website at www.cgi.com, and filed with SEDAR and EDGAR.

 

Quarterly Conference Call

A conference call for the investment community will be held today, November 2, 2005, at 9:00 am (ET). Participants may access the call by dialing (888) 575-8232 or through the Internet at www.cgi.com. Supporting slides for the call will also be available at www.cgi.com. For those unable to participate on the live call, a webcast and copy of the slides will be archived at www.cgi.com.

 

Forward-Looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements represent CGI Group Inc.’s intentions, plans, expectations, and beliefs, and are subject to risks, uncertainties, and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements.

 

These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in the rapidly-evolving information technology industry; general economic and business conditions, foreign exchange and other risks identified in the Management’s Discussion and Analysis (MD&A) in CGI Group Inc.’s Annual Report or Form 40-F filed with the SEC, the Company’s Annual Information Form and in the Company’s MD&A for the fourth quarter of 2005 filed with the Canadian securities authorities, as well as assumptions regarding the foregoing. The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, and similar expressions and variations thereof, identify certain of such forward-looking statements, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements. CGI disclaims any intention or

 



CGI Reports 4Q and FY05 Results

November 2, 2005,

Page 6

 

 

obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

-30-

For more information:

CGI Investor Relations

Jane Watson

Vice-president, investor relations

(416) 945-3616 or (514) 841-3238

 

Ronald White

Director, investor relations

(514) 841-3230

 

CGI Media Relations

Eileen Murphy

Director, media Relations

(514) 841-3430

 

 

 









Consolidated financial statements of
CGI Group Inc.
For the three and twelve months ended September 30, 2005 and 2004









1


Consolidated financial statements of CGI Group Inc.
For the three and twelve months ended September 30

Consolidated statements of earnings
(in thousands of Canadian dollars, except per share amounts) (unaudited)

Three months ended September 30   Twelve months ended September 30  

  2005   2004   2005   2004  

(restated ) (restated ) (restated )
$ $ $ $

Revenue 904,840   936,888   3,685,986   3,150,070  

Costs of services, selling and administrative 761,919   798,365   3,151,558   2,677,396  
Amortization (Note 6) 53,494   54,647   199,283   162,591  
Interest on long-term debt 4,807   7,375   24,014   20,672  
Other income, net (1,510 ) (2,578 ) (7,156 ) (8,728 )
Sale of right (Note 7) --   --   (11,000 ) --  
Gain on sale of investment in an entity subject to significant influence (Note 5b)) --   --   (4,216 ) --  
Entity subject to significant influence --   (12 ) (321 ) (488 )

  818,710   857,797   3,352,162   2,851,443  

Earnings from continuing operations before income taxes 86,130   79,091   333,824   298,627  
Income taxes 29,715   26,230   114,126   113,241  

Net earnings from continuing operations 56,415   52,861   219,698   185,386  
Net gain (loss) from discontinued operations (Note 8) (623 ) 48   (3,210 ) 8,655  

Net earnings 55,792 52,909   216,488 194,041  

Weighted-average number of outstanding Class A subordinate and Class B shares 433,788,490 444,459,163   439,349,210 419,510,503  

Basic and diluted earnings per share from continuing operations 0.13 0.12   0.50 0.44  

Basic and diluted earnings (loss) per share from discontinued operations - -   (0.01 ) 0.02  

Basic and diluted earnings per share (Note 4) 0.13 0.12   0.49 0.46  

Consolidated statements of retained earnings
(in thousands of Canadian dollars) (unaudited)

Three months ended September 30 Twelve months ended September 30

  2005 2004 2005 2004

$ $ $ $

Retained earnings, beginning of period, as previously reported 858,490  710,948  769,421  555,310 
Change in accounting policies (Note 1) --  (33,100) (38,664) (13,105)

Retained earnings, beginning of period, as restated 858,490  677,848  730,757  542,205 
Net earnings 55,792  52,909  216,488  194,041 
Share issue costs, net of income taxes (Note 4) --  --  --  (5,489)
Excess of purchase price over carrying value of Class A subordinate shares acquired (Note 4a)) (19,015) --  (51,978) -- 

Retained earnings, end of period 895,267  730,757  895,267  730,757 

2


Consolidated financial statements of CGI Group Inc.

Consolidated balance sheets
(in thousands of Canadian dollars) (unaudited)

As at September 30, 2005  As at September 30, 2004
(restated) 

Assets
Current assets
     Cash and cash equivalents 240,459  200,623 
     Accounts receivable 487,731  546,286 
     Work in progress 214,470  222,278 
     Prepaid expenses and other current assets 75,531  89,658 
     Future income taxes 22,118  79,584 

  1,040,309  1,138,429 
Capital assets 116,388  143,641 
Contract costs 228,646  278,240 
Finite-life intangibles and other long-term assets (Note 2) 580,642  630,080 
Future income taxes 46,601  101,899 
Goodwill 1,773,370  1,827,604 

Total assets before funds held for clients 3,785,956  4,119,893 
Funds held for clients 200,703  196,622 

  3,986,659  4,316,515 

Liabilities
Current liabilities
     Accounts payable and accrued liabilities 378,691  427,635 
     Accrued compensation 107,014  110,700 
     Deferred revenue 127,950  123,213 
     Income taxes 31,955  31,369 
     Future income taxes 47,163  68,603 
     Current portion of long-term debt 14,899  14,529 

  707,672  776,049 
 
Future income taxes 238,983  287,433 
Long-term debt 234,801  475,291 
Accrued integration charges and other long-term liabilities 109,810  119,258 

Total liabilities before clients' funds obligations 1,291,266  1,658,031 
Clients' funds obligations 200,703  196,622 

  1,491,969  1,854,653 

Contingencies and guarantees (Note 10)
Subsequent event (Note 12)

Shareholders' equity
     Capital stock (Note 4) 1,762,973  1,820,230 
     Contributed surplus 67,578  49,879 
     Warrants 19,655  19,655 
     Retained earnings 895,267  730,757 
     Foreign currency translation adjustment (250,783) (158,659)

  2,494,690  2,461,862 

  3,986,659  4,316,515 

3


Consolidated financial statements of CGI Group Inc.
For the three and twelve months ended September 30

Consolidated statements of cash flows
(in thousands of Canadian dollars) (unaudited)

Three months ended September 30 Twelve months ended September 30

2005 2004 2005 2004

$ (restated)
$
(restated)
$
(restated)
$
Operating activities
     Net earnings from continuing operations
56,415  52,861  219,698  185,386 
     Adjustments for:
       Amortization (Note 6)
63,387  63,094  230,933  192,325 
       Deferred credits (780) (1,547) (3,038) (16,439)
       Future income taxes 18,439  37,208  35,650  55,626 
       Foreign exchange loss (gain) (1,486) (1,170) 1,993  (789)
       Stock-based compensation expense 5,100  5,564  20,554  25,559 
       Sale of right (Note 7) --  --  (11,000) -- 
       Gain on sale of investment in an entity subject to significant influence (Note 5b)) --  --  (4,216) -- 
       Entity subject to significant influence --  (12) (321) (488)
     Net change in non-cash working capital items (19,335) (158,582) (10,576) (211,376)

Cash provided by (used in) continuing operating activities 121,740  (2,584) 479,677  229,804 

Investing activities
     Business acquisitions (net of cash acquired) (Note 5a) and c))
(22,622) (7,783) (66,229) (589,678)
     Proceeds from sale of assets and businesses (net of cash disposed) (Note 5b)) --  23,743  29,521  87,503 
     Proceeds from sale of right (Note 7) --  --  11,000  -- 
     Purchase of capital assets (5,186) (15,708) (25,314) (59,829)
     Proceeds from disposal of capital assets 161  1,925  6,663  4,738 
     Contract costs (7,796) (7,120) (27,304) (76,260)
     Reimbursement of contract costs upon termination of a contract --  --  15,300  -- 
     Additions to finite-life intangibles and other long-term assets (23,457) (22,838) (88,000) (84,696)
     Proceeds from disposal of finite-life intangibles 4,957  --  5,251  -- 
     Proceeds from sale of investment in an entity subject to significant influence (Note 5b)) --  --  20,849  -- 
     Decrease in other long-term assets 2,355  3,107  13,018  17,595 

Cash used in continuing investing activities (51,588) (24,674) (105,245) (700,627)

Financing activities
     Increase in credit facilities (Note 3)
--  --  190,000  240,534 
     Repayment of credit facilities --  --  (397,578) (219,000)
     Increase in other long-term debt --  --  --  257,604 
     Repayment of other long-term debt (2,604) (1,534) (16,705) (26,451)
     Repurchase of Class A subordinate shares (33,452) --  (109,456) -- 
     Issuance of shares (net of share issue costs) 1,778  431  4,551  330,996 

Cash (used in) provided by continuing financing activities (34,278) (1,103) (329,188) 583,683 

Effect of foreign exchange rate changes on cash and cash equivalents of continuing operations (7,210) (1,576) (6,167) 186 

Net increase (decrease) in cash and cash equivalents of continuing operations 28,664  (29,937) 39,077  113,046 
Net cash and cash equivalents provided by (used in) discontinued operations (231) (36) 759  4,068 
Cash and cash equivalents at beginning of period 212,026  230,596  200,623  83,509 

Cash and cash equivalents at end of period 240,459  200,623  240,459  200,623 

Interest paid 6,257  7,778  19,421  21,477 
Income taxes paid 13,459  87,574  66,534  143,405 
Issuance of Class A subordinate shares for business acquisitions (Note 4) --  --  --  1,020 

4


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 1 — Summary of significant accounting policies

Interim consolidated financial statements

The interim consolidated financial statements for the three and twelve months ended September 30, 2005 and 2004 are unaudited and include all adjustments that the management of CGI Group Inc. (the “Company”) considers necessary for a fair presentation of the financial position, results of operations and cash flows.

The disclosure provided for these interim periods do not conform in all respects to the requirements of generally accepted accounting principles for the 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, 2004. 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, 2004, except for the accounting changes referred to below.

Certain comparative figures have been reclassified in order to conform to the current period presentation.

Restatement

The Company provides a centralized service to the Canadian property and casualty insurance industry for the purpose of ordering abstracts of driving records from government authorities. During its ongoing accounting reviews and following the clarification of generally accepted accounting principles, the Company revised the interpretation of the accounting treatment related to those services. The revised interpretation required that the revenue and applicable costs of services charged to customers be presented on a net basis rather than on a gross basis as they had been presented previously. For comparative purposes, the reclassification amounts to $13,065,000 and $52,903,000 for the three and twelve months ended September 30, 2004 as well as $40,731,000 for the nine months ended September 30, 2005. The revised presentation is in accordance with Emerging Issues Committee (“EIC”) Abstract 123, Reporting Revenue Gross as Principal versus Net as an Agent, which addresses whether an enterprise should recognize revenue based upon the gross amount billed to the customer or the net amount retained. This reclassification had no impact on net earnings or cash flows. Had it not been for this revised interpretation, fiscal 2005 and 2004 revenue would have been $3,740.5 million and $3,203.0 million, respectively.

Change in accounting policies

The Canadian Institute of Chartered Accountants (“CICA”) amended Section 3870 of the Handbook, Stock-Based Compensation and Other Stock-Based Payments, effective for fiscal years beginning on or after January 1, 2004. The amendments of the section required the adoption of the fair-value based method for all stock-based awards and the recognition of an expense in the financial statements. The Company adopted the amendments of this section on a retroactive basis effective on October 1, 2004 for employee stock options granted since October 1, 2001 and beyond. As a result of applying this change, the Company has reflected an additional expense of $5,100,000 and $20,554,000 (see Note 4) recorded in cost of services, selling and administrative expenses for the three and twelve months ended September 30, 2005, respectively, and restated comparative figures for the three and twelve months ended September 30, 2004 by $5,564,000 and $25,559,000, respectively. An adjustment to retained earnings and contributed surplus of $37,857,000 as at September 30, 2004 has been made to reflect the application of this change. For the three and twelve months ended September 30, 2004, retained earnings, beginning of period, has been reduced by $32,293,000 and $12,298,000, respectively.

The CICA issued Handbook Section 3110, Asset Retirement Obligations, effective for fiscal years beginning on or after January 1, 2004. The section focuses on the recognition and measurement of liabilities for obligations associated with the retirement of property, plant and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. The Company adopted the recommendations of the section on a retroactive basis effective on October 1, 2004. As a result, the Company recorded as at September 30, 2004: an increase in capital assets of $880,000, an increase in accrued integration charges and other long-term liabilities of $1,687,000 and a decrease in retained earnings of $807,000. The impact on the Company’s consolidated statements of earnings for comparative periods was negligible. The asset retirement obligations pertain to operating leases of office buildings in different locations where certain clauses require premises to be returned to their original state at the end of the lease term. The total estimated undiscounted cash flows required to settle these obligations amount to $3,600,000. The timing of the settlement of these obligations vary between one and eighteen years.

The CICA issued Accounting Guideline 15, Consolidation of Variable Interest Entities, which provides clarification on the consolidation of entities when equity investors are not considered to have a controlling financial interest or they have not invested enough equity to allow the entity to finance its activities without additional subordinated financial support from other parties. This guideline came into effect for interim periods beginning on or after November 1, 2004. The adoption of this guideline did not have any impact on the Company’s consolidated financial statements.

The CICA issued EIC Abstract 150, Determining when an arrangement contains a lease, which provides guidance on how to determine whether an arrangement contains a lease that is within the scope of CICA Handbook Section 3065, Leases. The guidance in EIC 150 is based on whether the arrangement conveys to the purchaser the right to use a tangible asset, and is effective for the Company for arrangements entered into or modified after January 1, 2005. The adoption of this EIC did not have any impact on the Company’s consolidated financial statements.

Future Accounting Changes

The CICA issued Handbook Section 3855, Financial Instruments — Recognition and Measurement, effective for interim periods beginning on or after October 1, 2006. The section describes the standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. All financial assets, except for those classified as held-to-maturity, and derivative financial instruments must be measured at their fair value. All financial liabilities must be measured at their fair value if they are classified as held for trading purposes, if not, they are measured at their carrying value. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.

5


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 1 — Summary of significant accounting policies (continued)

Future Accounting Changes (continued)

The CICA issued Handbook Section 1530, Comprehensive Income, and Section 3251, Equity, effective for interim periods beginning on or after October 1, 2006. Comprehensive income is the change in equity of an enterprise during a period arising from transactions and other events and circumstances from non-owner sources. It includes items that would normally not be included in net income such as changes in the foreign currency translation adjustment relating to self-sustaining foreign operations and unrealized gains or losses on available for sale financial instruments. This section describes how to report and disclose comprehensive income and its components. Section 3251, Equity, replaces Section 3250, Surplus, and describes the changes in how to report and disclose equity and changes in equity as a result of the new requirements of Section 1530, Comprehensive Income. Upon adoption of this section, the consolidated financial statements will include comprehensive income and its components as well as accumulated other comprehensive income and its components.

The CICA issued Handbook Section 3865, Hedges, effective for interim periods beginning on or after October 1, 2006. The section describes when hedge accounting is appropriate. Hedge accounting ensures that all gains, losses, revenues and expenses from the derivative and the item it hedges are recorded in the statement of earnings in the same period. The Company is currently evaluating the impact of the adoption of this section on the consolidated financial statements.

The CICA issued Handbook Section 3831, Non-Monetary Transactions, effective for transactions initiated in periods beginning on or after January 1, 2006. The section prescribes to record non-monetary transactions at fair value unless transaction has no commercial substance, it is an exchange of inventory, it is a non-monetary, non-reciprocal transfer to owners or it’s not reliably measurable. The Company does not believe that the adoption of this section will have a significant impact on the consolidated financial statements.

EIC Abstract 156, Accounting for Consideration Given to a Customer or Reseller by Vendor was issued which provides guidance to companies that give incentives to customers or resellers in the form of cash, equity, free gifts, coupons and other. The adoption of EIC 156 is effective for all interim and annual financial statements for fiscal years beginning on or after January 1, 2006. There will be no impact on the consolidated financial statements since the Company already adopted the US equivalent of EIC 156 which is the EITF 01-9 Accounting for Consideration Given by a Vendor to a Customer issued by Financial Accounting Standards Board’s Emerging Issues Task Forces as at September 30, 2002.

Note 2 — Finite-life intangibles and other long-term assets


As at September 30, 2005 As at September 30, 2004

Cost Accumulated amortization Net book value Cost Accumulated amortization Net book value

$ $ $ $ $ $
Internal software 75,088  31,056  44,032  72,515  25,549  46,966 
Business solutions 227,214  51,114  176,100  226,412  48,286  178,126 
Software licenses 135,991  69,644  66,347  142,578  61,878  80,700 
Customer relationships and other 382,111  103,819  278,292  346,107  60,763  285,344 

Finite-life intangibles 820,404  255,633  564,771  787,612  196,476  591,136 

Financing lease 1,788  13,121 
Investment in an entity subject to significant influence --  16,415 
Deferred financing fees and other 14,083  9,408 

Other long-term assets 15,871  38,944 

Total finite-life intangibles and other long-term assets 580,642  630,080 

Note 3 — Credit Facilities

During the first quarter, the Company concluded a five-year unsecured revolving credit facility for an amount of $800,000,000. This agreement comprises a Canadian portion with a limit of $500,000,000 and a U.S. portion equivalent to $300,000,000. The interest rate charged is determined by the denomination of the amount drawn. In addition to this revolving credit facility, the Company has available demand lines of credit in the amounts of $27,000,000 and £2,000,000. As at September 30, 2005, an amount of $13,942,000 has been committed against these facilities to cover various letters of credit issued for clients. As at September 30, 2005, no amount had been drawn upon these facilities.

6


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 4 — Capital stock and stock options

a) Capital stock
The Class A subordinate and the Class B shares changed as follows:

Twelve months ended September 30, 2005 Twelve months ended September 30, 2004

Class A subordinate shares Class B shares Class A subordinate shares Class B shares

Number Carrying value Number Carrying value Number Carrying value Number Carrying value

$ $ $ $
Balance, beginning of period 410,720,891  1,775,362  33,772,168  44,868  368,236,503  1,435,763  33,772,168  44,868 
Issued for cash (1) --  --  --  --  41,340,625  330,725  --  -- 
Issued as consideration for business acquisitions --  --  --  --  136,112  1,020  --  -- 
Repurchased and cancelled (2) (14,078,360) (60,998) --  --  --  --  --  -- 
Repurchased and not cancelled (2) --  (3,665) --  --  --  --  --  -- 
Options exercised (3) 805,798  7,406  --  --  1,007,651  7,854  --  -- 

Balance, end of period 397,448,329  1,718,105  33,772,168  44,868  410,720,891  1,775,362  33,772,168  44,868 

(1)

On May 3, 2004, the Company issued 41,340,625 Class A subordinate shares to the public and to BCE for cash proceeds of $330,725,000 before share issue costs of $5,489,000 (net of income tax recoveries of $2,466,000).

(2)

On February 1, 2005, the Company announced that its Board of Directors had authorized a share repurchase program under which it may repurchase up to a maximum of 27,834,417 of its Class A subordinate shares for cancellation from February 3, 2005 to February 2, 2006. During the twelve months ended September 30, 2005, the Company repurchased 14,896,200 Class A subordinate shares for consideration of $116,439,000, including redemption fees in the amount of $261,000. Also during 2005, the Company received and cancelled 28,360 Class A subordinate shares for consideration of $202,000 as a settlement of an account receivable accounted for as part of a 2003 business acquisition. The excess of the purchase price over the carrying value of Class A subordinate shares repurchased in the amount of $51,978,000 was charged to retained earnings. As of September 30, 2005, 846,200 of the repurchased Class A subordinate shares, with a carrying value of $3,665,000, were held by the Company and had not been cancelled.

(3)

During the twelve months ended September 30, 2005, 805,798 options to purchase Class A subordinate shares were exercised for proceeds of $4,551,000. The supplemental $2,855,000 increase in the carrying value of Class A subordinate shares represents the fair value of the exercised options which were recorded in contributed surplus.


b) Stock options
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 TSX on the day preceding the date of the grant. Options generally vest one year from the date of grant and conditionally until 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 the weighted average assumptions used to determine the stock-based compensation expense using the Black-Scholes option pricing model:

Three months ended September 30 Twelve months ended September 30

2005 2004 2005 2004

  Compensation expense 5,100,000  5,564,000  20,554,000  25,559,000 

  Dividend yield 0.0% 0.0% 0.0% 0.0%
  Expected volatility 39.1% 46.1% 45.8% 47.4%
  Risk free interest rate 3.35% 4.04% 3.92% 3.93%
  Expected life (years)
  Weighted-average grant date fair value ($) 2.92 4.04 3.85 3.68

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

Twelve months ended September 30, 2005 Twelve months ended September 30, 2004

Outstanding, beginning of period 25,537,300  20,459,515 
Granted 5,079,636  7,577,166 
Exercised (805,798) (1,007,651)
Forfeited and expired (3,272,484) (1,491,730)

Outstanding, end of period 26,538,654  25,537,300 

7


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 4 — Capital stock and stock options (continued)

c) Earnings per share
The following table sets forth the computation of basic and diluted earnings per share:

Three months ended September 30, 2005 Three months ended September 30, 2004

Net earnings
(numerator)
Number of shares
(denominator)(1)
Earnings
per share
Net earnings
(numerator)
Number of shares
(denominator)
Earnings
per share

$ $ $ $
Net earnings 55,792  433,788,490  0.13  52,909  444,459,163  0.12 

Dilutive options (2) 1,074,257  2,212,887 
Dilutive warrants (2) 1,264,849  1,777,099 

Net earnings after assumed conversions 55,792  436,127,596  0.13  52,909  448,449,149  0.12 


Twelve months ended September 30, 2005 Twelve months ended September 30, 2004

Net earnings
(numerator)
Number of shares
(denominator)(1)
Earnings
per share
Net earnings
(numerator)
Number of shares
(denominator)
Earnings
per share

$ $ $ $
Net earnings 216,488  439,349,210  0.49  194,041  419,510,503  0.46 

Dilutive options (2) 1,077,743  1,994,835 
Dilutive warrants (2) 1,146,559  1,595,014 

Net earnings after assumed conversions 216,488  441,573,512  0.49  194,041  423,100,352  0.46 

(1)

The 14,924,560 Class A subordinate shares repurchased during the twelve months ended September 30, 2005 were excluded from the calculation of earnings per share as of the date of repurchase.

(2)

The calculation of the dilutive effects excludes all anti-dilutive options and warrants. These are options and warrants that would not be exercised because their exercise price is higher than the average market value of a Class A subordinate share of the Company for each of the periods shown in the table. The number of excluded options was 15,908,588 and 22,140,883 for the three and twelve months ended September 30, 2005, respectively, and 11,998,940 and 13,194,520 for the three and twelve months ended September 30, 2004, respectively. The number of excluded warrants was 2,113,041 for the three and twelve months ended September 30, 2005 and 2004.


8


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 5 — Investments in subsidiaries and joint ventures

a) Acquisitions
For all business acquisitions, the Company began recording the results of operations of the acquired entities as of their respective effective acquisition dates.

During the twelve months ended September 30, 2005, the Company increased its interest in one of its joint ventures and made five acquisitions of which the most significant were the following:

  AGTI Services Conseils Inc. (“AGTI”) — On December 1, 2004, the Company purchased for $47,200,000 the remaining outstanding shares of a Montreal-based information technology consulting enterprise specializing in business and IT consulting, project and change management and productivity improvement. The acquisition was accounted for as a step-by-step purchase. The Company previously held 49% of the outstanding shares of AGTI and accounted for its investment using proportionate consolidation.

  MPI Professionals (“MPI”) — On August 10, 2005, the Company acquired substantially all of the assets of MPI for a consideration of $13,000,000. MPI provides management solutions for the financial services sector.

  Silver Oak Partners, Inc (“Silver Oak”) — On September 2, 2005, the Company acquired all outstanding shares of Silver Oak for a consideration of $21,800,000. Silver Oak is a leading provider of spend management solutions in both the government and commercial sectors.

The acquisitions were accounted for using the purchase method. The purchase price allocations shown below are preliminary and based on the Company’s best estimates. The final purchase price allocations are expected to be completed as soon as the Company’s management has gathered all the significant information believed to be available and considered necessary in order to finalize these allocations.


$
Non-cash working capital items (1,699)
Fixed assets 889 
Internal software 26 
Business solutions 7,315 
Customer relationships 25,411 
Goodwill (1) 52,176 
Future income taxes (6,833)

  77,285 
Cash acquired 5,271 

Net assets acquired 82,556 

Consideration
  Cash 73,774 
  Holdback payable (discounted) 8,450 
 Acquisition costs 332 

  82,556 

(1)

The near totality of the goodwill is included in the IT services segment and $46,527,000 is not deductible for tax purposes


b) Dispositions
On January 25, 2005, the Company disposed of its investment in Nexxlink Technologies Inc. at a price of $6.05 per share for total proceeds of $20,849,000, resulting in a pre-tax gain of $4,216,000. This investment had previously been accounted for using the equity method.

On March 8, 2005, the Company disposed of the principal assets of Keyfacts Entreprises Canada Inc. (Keyfacts), a wholly-owned subsidiary of the Company, for proceeds of $3,524,000 with an outstanding balance of sale of $1,000,000. The net assets disposed of included goodwill of $2,082,000. The transaction resulted in a net loss of $1,580,000.

On March 10, 2005, the Company disposed of its US Services to Credit Unions business unit and its CyberSuite product line for proceeds of $29,186,000 (US$24,000,000) for which there is a balance of sale of $2,189,000 (US$1,800,000). The net assets disposed of, including goodwill of $14,070,000, resulted in a net loss of $1,419,000. During the year ended September 30, 2005, a sale price adjustment was made which increased the net loss by $296,000 (US$239,000) after $174,000 (US$140,000) of tax effect and reduced the balance of sale by $470,000 (US$379,000).

c) Modifications to purchase price allocations
During the twelve months ended September 30, 2005, the Company modified the purchase price allocation and made adjustments relating to certain businesses purchased, resulting in a net decrease of non-cash working capital items and fixed assets of $23,080,000 and $1,895,000, respectively and a net increase of future income tax assets, finite-life intangibles and other long-term assets and cash of $6,227,000, $17,648,000 and $2,606,000, respectively, whereas goodwill decreased by $1,506,000. Also, $12,500,000 of goodwill arising from the acquisition of American Management Systems, Incorporated was reallocated from the IT services line of business to the business process services (BPS) line of business.

9


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 5 — Investments in subsidiaries and joint ventures (continued)

d) Balance of integration charges
For AMS and Cognicase, the components of the integration charges related to business acquisitions included in accounts payable and accrued liabilities and accrued integration charges and other long-term liabilities are as follows:


Consolidation and closure of facilities Severance Total

$ $ $
Balance, as at October 1, 2004 68,977  20,250  89,227 
     Adjustments to initial provision 7,091  3,230  10,321 
     Foreign currency translation adjustment (4,458) (1,096) (5,554)
     Paid during the twelve-month period (14,492) (17,190) (31,682)

Balance, as at September 30, 2005 (1) 57,118  5,194  62,312 

(1)

Of the total balance remaining, $21,596,000 is included in accounts payable and accrued liabilities and $40,716,000 is included in accrued integration charges and other long-term liabilities.


Note 6 — Amortization

Three months ended September 30 Twelve months ended September 30

  2005  2004  2005  2004 

$ $ $ $
 Amortization of capital assets 8,742  12,387  41,420  46,804 
 Amortization of contract costs related to transition costs 3,859  4,660  14,548  9,633 
 Amortization of finite-life intangibles and other long-term assets 32,228  33,566  125,049  102,120 
 Impairment of contract costs and finite-life intangibles (Note 7) 8,665  4,034  18,266  4,034 

  53,494  54,647  199,283  162,591 
 Amortization of contract costs related to incentives (presented as reduction of revenue) 6,557  8,447  28,314  29,734 
 Impairment of contract costs related to incentives (presented as reduction of revenue) 3,336  --  3,336  -- 

  63,387  63,094  230,933  192,325 

The 2005 three months contract costs and finite-life intangibles impairment of $8,665,000 is composed of write-offs of $6,826,000 of contract costs and $1,839,000 of finite-life intangibles. The 2005 and 2004 write-offs relate to certain non-performing assets that are no longer expected to provide future value.

10


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 7 — Sale of right

On June 15, 2005, the Company entered into an alliance (“arrangement”) with a financial institution. Under this arrangement, the Company has sold a right to access the Company’s Canadian Credit Union customers and to offer that financial institution business solutions in exchange for cash consideration of $13,500,000. A portion of this consideration in the amount of $2,500,000 has been recorded as deferred revenue and will be reversed to earnings upon certain conditions being met. Additional consideration, up to a maximum of $10,000,000, may be received by the Company based on the number of credit union clients transitioning to the financial institution business solutions. The Company will continue to support or provide services to the Credit Unions with its current solutions and methodologies until this transitioning is completed. As a result of the above transaction, contract costs and business solutions relating to the Credit Unions in the amount of $5,106,000 and $4,495,000, respectively, were impaired and included in amortization expense.

Note 8 —Discontinued operations

During the second quarter of 2005, the Company formally adopted a plan to divest from certain activities which were not in line with the Company’s strategy. On March 8, 2005, the Company disposed of the principal assets of Keyfacts Entreprises Canada Inc. (Keyfacts), a wholly-owned subsidiary of the Company. Keyfacts is a provider of information search and retrieval services for investigative purposes. Also, on March 10, 2005, the Company disposed of its US Services to Credit Unions business unit and its CyberSuite product line. US Services to Credit Unions is a provider of core processing for credit unions in the United States.

The following table presents summarized financial information related to discontinued operations:

Three months ended September 30 Twelve months ended September 30

  2005  2004  2005  2004 

$ $ $ $
 Revenue --  9,259  17,495  77,930 
 Operating expenses (1) 831  8,764  12,585  56,955 
 Amortization --  412  610  3,708 

 Earnings before income taxes (831) 83  4,300  17,267 
 Income taxes (2) (208) 35  7,510  8,612 

 Net gain (loss) from discontinued operation (623) 48  (3,210) 8,655 

Discontinued operations are related to the BPS segment.
(1)

For the twelve months ended September 30, 2005, operating expenses from discontinued operations are reduced by pre-tax gains from disposal of $5,012,000.

(2)

For the twelve months ended September 30, 2005, income tax expense does not bear a normal relation to earnings before income taxes since the sale included goodwill of $16,152,000 which had no tax basis.


11


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 9 — Segmented information

The Company’s operations are managed through two lines of business (“LOB”), in addition to Corporate services, namely: IT services (“IT”) and business process services (“BPS”).

The focus of these LOBs is as follows:

  The IT services LOB provides a full-range of IT services, including systems integration, consulting and outsourcing, to clients located in Canada, the United States, Europe and Asia Pacific. The professionals and facilities in India and Canada also serve US and foreign-based clients as an integral part of their offshore and nearshore delivery model;

  Services provided by the BPS LOB include business processing for the financial services sector, as well as other services such as payroll and document management.

The following presents information on the Company’s operations based on its management structure:

As at and for the three months ended September 30, 2005 IT services BPS Corporate Total

$ $ $ $
Revenue 792,149  112,691  --  904,840 

Earnings (loss) before interest, other income, entity subject to significant influence, income taxes and discontinued operations (1) 93,789  16,249  (20,611) 89,427 

Total assets 2,950,840  664,172  371,647  3,986,659 

(1)

Amortization included in IT services, BPS and Corporate is $54,473,000, $6,554,000 and $2,360,000, respectively, for the three months ended September 30, 2005.


As at and for the three months ended September 30, 2004 (restated)

Revenue 825,290  111,598  --  936,888 

Earnings (loss) before interest, other income, entity subject to significant influence, income taxes and discontinued operations (1) 84,815  22,153  (23,092) 83,876 

Total assets 3,304,918  687,680  323,917  4,316,515 

(1)

Amortization included in IT services, BPS and Corporate is $56,663,000, $4,430,000 and $2,001,000, respectively, for the three months ended September 30, 2004.


As at and for the twelve months ended September 30, 2005 IT services BPS Corporate Total

$ $ $ $
Revenue 3,239,656  446,330  --  3,685,986 

Earnings (loss) before interest, other income, gain on sale of investment in an entity subject to significant influence, entity subject to significant influence, income taxes and discontinued operations (1) 360,379  70,401  (84,635) 346,145 

Total assets 2,950,840  664,172  371,647  3,986,659 

(1)

Amortization included in IT services, BPS and Corporate is $191,002,000, $30,921,000 and $9,010,000, respectively, for the twelve months ended September 30, 2005.


As at and for the twelve months ended September 30, 2004 (restated)

Revenue 2,721,306  428,764  --  3,150,070 

Earnings (loss) before interest, other income, entity subject to significant influence, income taxes and discontinued operations (1) 326,043  72,394  (88,354) 310,083 

Total assets 3,304,918  687,680  323,917  4,316,515 

(1)

Amortization included in IT services, BPS and Corporate is $168,931,000, $15,904,000 and $7,490,000, respectively, for the twelve months ended September 30, 2004.


The accounting policies of each segment are the same as those described in the summary of significant accounting policies. See Note 2 of the annual consolidated financial statements of the Company for the year ended September 30, 2004. The figures are presented net of intersegment sales and transfers, which are priced as if the sales or transfers were to third parties.

12


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 10 — Contingencies and guarantees

Contingencies

From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. The Company has no reason to believe that the disposition of any such current matters could reasonably be expected to have a material adverse impact on the Company’s financial position, results of operations, or the ability to carry any of its business activities.

Guarantees

Sale of assets and business divestitures

In the sale of assets or business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in representations and warranties, intellectual property right infringement and litigation against counterparties. While some of the agreements specify a maximum potential exposure of approximately $80,500,000 in total, many do not specify a maximum amount or limited period. It is impossible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at September 30, 2005. The Company does not expect to incur any potential payment in connection with these guarantees which will have a materially adverse effect on its consolidated financial statements.

U.S. Government contracts

The Company is engaged in providing services under contracts with the U.S. Government. The contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether the Company’s operations are being conducted in accordance with these requirements. Generally, the government has the right to change the scope of, or terminate, these projects at its convenience. The termination or a reduction in the scope of a major government project could have a material adverse effect on our results of operations and financial condition.

Other transactions

The Company is the guarantor of a US$3,000,000 letter of credit issued by a client. In the event that the client defaults on payments owed to a supplier, and the supplier draws upon the letter of credit for payment, the Company may be called upon to reimburse the amounts drawn up to a maximum of US$3,000,000. This guarantee is in effect until April 2006. As at September 30, 2005, no amount has been drawn upon the letter of credit and no amount has been accrued in the consolidated balance sheets relating to this guarantee.

In the normal course of business, the Company may provide certain customers, principally governmental entities, with financial performance guarantees, which are generally backed by surety bonds. In general, the Company would only be liable for the amount of these guarantees in the event of default in the performance of its obligations, the probability of which is remote in management’s opinion. As at September 30, 2005, the Company has US $47,800,000 and $2,900,000 outstanding surety bonds relating to these performance guarantees. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on the Company’s consolidated results of operations or financial position.


Notes to the consolidated financial statements
For the three and twelve months ended September 30, 2005 and 2004
(tabular amounts only are in thousands of Canadian dollars, except share data) (unaudited)

Note 11 — Reconciliation of results reported in accordance with Canadian GAAP to US GAAP

The material differences between Canadian and US generally accepted accounting principles (“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 US GAAP applicable as at September 30, 2004.

Three months ended September 30 Twelve months ended September 30
2005 2004 2005 2004

Reconciliation of net earnings
Net earnings - Canadian GAAP 55,792  52,909  216,488  194,041 
Adjustments for:
     Stock-based compensation (a) 5,100  5,564  20,554  25,559 
     Warrants 351  351  1,405  1,405 
     Unearned compensation --  --  --  (794)
     Other (159) (499) (665) (1,999)

Net earnings - US GAAP 61,084  58,325  237,782  218,212 

Other comprehensive income:
     Foreign currency translation adjustment (66,115) (67,019) (92,124) (69,157)

Comprehensive income (5,031) (8,694) 145,658  149,055 

Basic and diluted earnings per share - US GAAP 0.14  0.13  0.54  0.52 

As at September 30, 2005 As at September 30, 2004

Reconciliation of shareholders' equity
Shareholders' equity - Canadian GAAP 2,494,690  2,461,862 
Adjustments for:
     Stock-based compensation (a) 58,411  37,857 
     Warrants (6,480) (7,885)
     Unearned compensation (3,694) (3,694)
     Integration costs (6,606) (6,606)
     Other (9,463) (8,798)
     Goodwill 28,078  28,078 
     Adjustment for change in accounting policy 9,715  9,715 

Shareholders' equity - US GAAP 2,564,651  2,510,529 

(a)     Stock-based compensation

Under Canadian GAAP, stock-based employee compensation was accounted for using the fair value-based method beginning October 1, 2004 as required by CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments. Under US GAAP, the Statement of Financial Accounting Board (SFAS) No. 123 (revised 2004), Share-Based Payment, does not require adoption of this standard until fiscal years beginning on or after June 15, 2005. Rather, SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, requires pro-forma disclosure of net earnings, and basic and diluted earnings per share, assuming that the fair value-based method of accounting had been applied from the date that SFAS No. 123, Accounting for Stock-Based Compensation, was adopted. For the three and twelve months ended September 30, 2005, pro-forma net earnings and pro-forma basic and diluted earnings per share under US GAAP are $55,984,000 and $0.13 and $217,227,000 and $0.49, respectively ($52,761,000 and $0.12 and $192,653,000 and $0.46, respectively, for the three and twelve months ended September 30, 2004).

Note 12 — Subsequent event

On October 26, 2005, the Company reached an agreement to sell a large portion of its Electronic Switching services for proceeds of $28,000,000, subject to adjustments. The transaction is expected to close by the end of the calendar year.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CGI GROUP INC.

(Registrant)

 

 

Date: November 2, 2005

By /s/ Paule Doré               

Name: Paule Doré

Title:

Executive Vice-President

 

 

and Chief Corporate Officer

 

and Secretary