Consolidated Financial Statements of

CGI GROUP INC.

For the three and nine months ended June 30, 2008 and 2007

(unaudited)

CGI GROUP INC.

Consolidated Statements of Earnings

For the three and nine months ended June 30

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

	Three months ended June 30			Nine months ended June 30
	2008		2007	2008	2007
	$		$	$	$
Revenue		950,468	914,023	2,776,665	2,730,243
Operating expenses
Costs of services, selling and administrative		798,883	770,911	2,330,437	2,303,514
Amortization (Note 8)		40,626	39,275	121,396	122,269
Restructuring costs related to specific items		-	-	-	23,010
Interest on long-term debt		6,419	9,375	20,912	33,488
Other income		(3,187)	(2,314)	(7,338)	(6,701)
Interest charges		1,427	422	4,423	1,026
Non-controlling interest, net of income taxes		300	53	639	53
		844,468	817,722	2,470,469	2,476,659
Earnings from continuing operations before income taxes		106,000	96,301	306,196	253,584
Income taxes		24,325	32,334	83,467	83,970
Net earnings from continuing operations		81,675	63,967	222,729	169,614
(Loss) earnings from discontinued operations, net of income taxes      (Note 7)		(3,778)	466	(3,459)	1,211
Net earnings		77,897	64,433	219,270	170,825
Basic earnings per share from continuing operations         (Note 5c)		0.26	0.20	0.69	0.52
Diluted earnings per share from continuing operations       (Note 5c)		0.25	0.19	0.68	0.51
Basic and diluted earnings per share from discontinued       operations		(0.01)	0.00	(0.01)	0.00
Basic earnings per share		0.25	0.20	0.68	0.52
Diluted earnings per share		0.24	0.19	0.67	0.51

Page 2 of 19

CGI GROUP INC.

Consolidated Statements of Comprehensive Income (Loss)

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)

	Three months ended June 30						Nine months ended June 30
	2008			2007			2008			2007
		$			$			$			$
Net earnings		77,897			64,433			219,270			170,825
Other comprehensive (loss) income
Net unrealized (losses) gains on translating financial statements of           self-sustaining foreign operations		(12,063	)		(103,906	)		42,030			(45,557	)
Net unrealized gains (losses) on translating long-term debt designated           as a hedge of net investment in self-sustaining foreign operations		-			17,184			(538	)		9,965
Net unrealized losses on cash flow hedges		(2,163	)		-			(1,761	)		-
Other comprehensive (loss) income before income taxes		(14,226	)		(86,722	)		39,731			(35,592	)
Income tax recovery (expense) on other comprehensive (loss) income		455			(558	)		(35	)		(97	)
Other comprehensive (loss) income		(13,771	)		(87,280	)		39,696			(35,689	)
Comprehensive income (loss)		64,126			(22,847	)		258,966			135,136

Consolidated Statements of Retained Earnings

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)

	Three months ended  June 30						Nine months ended June 30
	2008			2007			2008			2007
		$			$			$			$
Retained earnings, beginning of period		845,783			668,389			752,847			587,201
Net earnings		77,897			64,433			219,270			170,825
Excess of purchase price over carrying value of       Class A subordinate shares acquired (Note 5a)		(56,369	)		(8,608	)		(104,806	)		(33,812	)
Retained earnings, end of period		867,311			724,214			867,311			724,214

Page 3 of 19

CGI GROUP INC.

Consolidated Balance Sheets

(in thousands of Canadian dollars)(unaudited)

	As at June 30, 2008 $			As at September 30, 2007 $
Assets
Current assets
Cash and cash equivalents (Note 2)		67,632			88,879
Accounts receivable		438,655			466,042
Work in progress		247,766			176,417
Prepaid expenses and other current assets		73,353			67,625
Income taxes		6,313			4,849
Future income taxes		29,582			30,434
Assets of businesses held for sale (Note 7)		49,967			54,451
		913,268			888,697
Capital assets		166,118			142,405
Contract costs		172,781			192,722
Finite-life intangibles and other long-term assets (Note 3)		422,466			445,824
Future income taxes		8,813			4,673
Goodwill		1,665,683			1,646,109
Total assets before funds held for clients		3,349,129			3,320,430
Funds held for clients		310,208			155,378
		3,659,337			3,475,808
Liabilities
Current liabilities
Accounts payable and accrued liabilities		341,662			331,123
Accrued compensation		147,122			130,830
Deferred revenue		138,821			150,211
Income taxes		78,366			108,272
Future income taxes		18,829			21,825
Current portion of long-term debt		98,469			9,815
Liabilities of businesses held for sale (Note 7)		9,426			12,095
		832,695			764,171
Future income taxes		186,783			202,718
Long-term debt		339,040			463,376
Accrued integration charges and other long-term liabilities		64,490			71,897
Total liabilities before clients’ funds obligations		1,423,008			1,502,162
Clients’ funds obligations		310,208			155,378
		1,733,216			1,657,540
Shareholders’ equity
Retained earnings		867,311			752,847
Accumulated other comprehensive loss (Note 9)		(346,377	)		(386,073	)
		520,934			366,774
Capital stock (Note 5)		1,326,525			1,369,029
Contributed surplus (Note 5a and 5b)		78,662			82,465
		1,926,121			1,818,268
		3,659,337			3,475,808

Page 4 of 19

CGI GROUP INC.

Consolidated Statements of Cash Flows

For the three and nine months ended June 30

(tabular amounts only are in thousands of Canadian dollars) (unaudited)

	Three months ended June 30						Nine months ended June 30
	2008			2007			2008			2007
		$			$			$			$
Operating activities
Net earnings from continuing operations		81,675			63,967			222,729			169,614
Adjustments for:
Amortization (Note 8)		46,053			44,409			138,831			140,009
Future income taxes		(2,882	)		19,884			(26,243	)		18,762
Foreign exchange loss		1,107			11			1,586			1,722
Stock-based compensation (Note 5b)		1,394			3,732			4,296			11,069
Non-controlling interest, net of income taxes		300			53			639			53
Net change in non-cash working capital items		(21,335	)		2,715			(69,049	)		84,781
Cash provided by continuing operating activities		106,312			134,771			272,789			426,010
Investing activities
Business acquisitions (net of cash acquired)		-			(11,750	)		-			(11,880	)
Purchase of capital assets		(16,003	)		(17,695	)		(45,455	)		(33,734	)
Proceeds from disposal of capital assets		-			-			-			277
Additions to contract costs		(1,490	)		(7,563	)		(9,661	)		(17,140	)
Reimbursement of contract costs upon termination of    a contract		-			-			-			2,143
Additions to finite-life intangibles and other long-term    assets		(10,285	)		(15,743	)		(36,114	)		(55,221	)
Decrease in other long-term assets		101			302			1,309			640
Cash used in continuing investing activities		(27,677	)		(52,449	)		(89,921	)		(114,915	)
Financing activities
Increase in credit facilities		29,995			475			75,057			30,008
Repayment of credit facilities		(39,895	)		(69,666	)		(124,463	)		(323,648	)
Repayment of long-term debt		(3,376	)		(1,661	)		(7,601	)		(5,817	)
Repurchase of Class A subordinate shares    (net of share repurchase costs) (Note 5a)		(95,086	)		(15,202	)		(178,469	)		(70,442	)
Issuance of shares (net of share issue costs)		14,402			13,477			26,703			35,574
Cash used in continuing financing activities		(93,960	)		(72,577	)		(208,773	)		(334,325	)
Effect of foreign exchange rate changes on cash and    cash equivalents from continuing operations		484			(4,976	)		6,302			2,269
Net (decrease)  increase in cash and cash equivalents    of continuing operations		(14,841	)		4,769			(19,603	)		(20,961	)
Net increase (decrease) in cash and cash equivalents    of discontinued operations (Note 7)		471			(1,895	)		(1,644	)		1,930
Cash and cash equivalents, beginning of period		82,002			93,824			88,879			115,729
Cash and cash equivalents, end of period (Note 2)		67,632			96,698			67,632			96,698
Interest paid		3,498			4,905			15,205			27,744
Income taxes paid		30,989			6,300			115,212			30,226

Non-cash transactions

During the three and nine months ended June 30, 2008, capital assets and other long-term assets were acquired at an aggregate cost of $3,387,000 and $22,157,000, respectively, which was financed by long-term debt. Additionally, during the three and nine months ended June 30, 2008, accounts payable and accrued liabilities and long-term debt decreased by an aggregate amount of nil and $6,029,000, respectively, with a corresponding decrease to goodwill.

Page 5 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

1. Summary of significant accounting policies

The interim consolidated financial statements for the three and nine months ended June 30, 2008 and 2007 are unaudited and include all adjustments that management of CGI Group Inc. (the “Company”) considers necessary for a fair presentation of the financial position, results of operations and cash flows.

The disclosures provided for these interim periods do not conform in all respects to the requirements of Canadian generally accepted accounting principles (“GAAP”) 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, 2007. 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, 2007, except for new accounting policies that have been adopted effective October 1, 2007.

Certain comparative figures have been reclassified to conform to the current period’s presentation, including the impact of discontinued operations (Note 7).

Change in accounting policies

The Canadian Institute of Chartered Accountants (“CICA”) issued the following new Handbook Sections, which were effective for interim periods beginning on or after

October 1, 2007:

a) Section 3862, “Financial Instruments – Disclosures”, describes the required disclosure for the assessment of the significance of financial instruments for an entity’s financial position and performance and of the nature and extent of risks arising from financial instruments to which the entity is exposed and how the entity manages those risks. This section and Section 3863, “Financial Instruments – Presentation” replaced Section 3861, “Financial Instruments – Disclosure and Presentation”.

b) Section 3863, “Financial Instruments – Presentation”, establishes standards for presentation of financial instruments and non-financial derivatives.

c) Section 1535, “Capital Disclosures”, establishes standards for disclosing information about an entity’s capital and how it is managed. It describes the disclosure requirements of the entity’s objectives, policies and processes for managing capital, the quantitative data relating to what the entity regards as capital, whether the entity has complied with capital requirements, and, if it has not complied, the consequences of such non-compliance.

The additional disclosures required as a result of the adoption of these standards were included in the notes to the consolidated financial statements for the quarter ended March 31, 2008.

Page 6 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

1.      Summary of significant accounting policies (continued)

Future accounting changes

In February 2008, the Canadian Accounting Standards Board confirmed that the use of International Financial Reporting Standards (“IFRS”) would be required for Canadian publicly accountable enterprises for years beginning on or after January 1, 2011. The Company is currently evaluating the impact of adopting IFRS on the consolidated financial statements.

In February 2008, the CICA issued Section 3064, “Goodwill and Intangible Assets” effective for interim periods beginning on or after October 1, 2008. Section 3064, which replaces Section 3062, “Goodwill and Other Intangible Assets”, and Section 3450, “Research and Development Costs”, establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. The provisions relating to the definition and initial recognition of intangible assets, including internally generated intangible assets, are equivalent to the corresponding provisions of IFRS. Section 1000 “Financial Statement Concepts”, was also amended to provide consistency with this new standard. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.

The CICA has amended Section 1400, “General Standards of Financial Statement Presentation”,  which is effective for interim periods beginning on or after October 1, 2008, to include requirements to assess and disclose the Company’s ability to continue as a going concern. The adoption of this new section will not have an impact on the consolidated financial statements.

2.      Cash and cash equivalents

	As at June 30, 2008		As at September 30, 2007
		$		$
Cash		47,330		53,267
Cash equivalents		20,302		35,612
		67,632		88,879

Page 7 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

3.      Finite-life intangibles and other long-term assets

	As at June 30, 2008						As at September 30, 2007
	Cost		Accumulated amortization		Net book value		Cost		Accumulated amortization		Net book value
		$		$		$		$		$		$
Internal-use software		82,197		44,285		37,912		75,639		35,529		40,110
Business solutions		294,336		145,560		148,776		271,146		118,739		152,407
Software licenses		133,873		91,154		42,719		114,666		80,702		33,964
Customer relationships   and other		344,253		188,168		156,085		339,392		158,011		181,381
Finite-life intangibles		854,659		469,167		385,492		800,843		392,981		407,862
Deferred financing fees						5,254						6,481
Deferred compensation plan						12,257						12,206
Long-term maintenance agreements						15,435						16,159
Other						4,028						3,116
Other long-term assets						36,974						37,962
Total finite-life intangibles   and other long-term assets						422,466						445,824

4.      Credit facilities

The Company has available an unsecured revolving credit facility for an amount of $1,500,000,000 maturing in August 2012. The five-year term can be extended annually.  As at June 30, 2008, an amount of $215,000,000 has been drawn upon this facility. Also, an amount of $15,221,000 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 demand lines of credit in the amounts of $25,000,000 available.   As at June 30, 2008, no amount has been drawn upon these facilities.  The revolving credit facility contains covenants that require the Company to maintain certain financial ratios. At June 30, 2008, the Company is in compliance with these covenants.

Page 8 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

5.      Capital stock, stock options and earnings per share

a)  Capital stock

Nine months ended June 30, 2008
Class A subordinate shares							Class B shares				Total
	Number			Carrying value			Number		Carrying value		Number			Carrying value
				$					$						$
Balance, as at   October 1, 2007		290,545,715			1,321,305			34,208,159		47,724		324,753,874			1,369,029
Repurchased and   cancelled(1)		(16,723,380	)		(73,322	)		-		-		(16,723,380	)		(73,322	)
Repurchased and not   cancelled(1)		-			(3,552	)		-		-		-			(3,552	)
Issued upon exercise of   options(2)		3,373,286			34,370			-		-		3,373,286			34,370
Balance, as at   June 30, 2008		277,195,621			1,278,801			34,208,159		47,724		311,403,780			1,326,525

(1)

On February 5, 2008 and January 30, 2007, the Company’s Board of Directors authorized the renewal of a Normal Course Issuer Bid and the purchase of up to 28,502,941 and 29,091,303 Class A subordinate shares, respectively. During the nine months ended June 30, 2008, the Company repurchased 16,732,548 Class A subordinate shares for $181,616,000. The excess of the purchase price over the carrying value of Class A subordinate shares repurchased, in the amount of $104,806,000, was charged to retained earnings. As of June 30, 2008, 769,668 of the repurchased Class A subordinate shares (760,500 for the year ended September 30, 2007) with a carrying value of $3,552,000 ($3,461,000 for the year ended September 30, 2007), and a purchase value of $7,751,000 ($8,538,000 for the year ended September 30, 2007) were held by the Company and were unpaid and had not been cancelled (for the year ended September 30, 2007, of the $8,538,000, $4,540,000 was unpaid).

(2)

The carrying value of  Class A subordinate shares includes $8,099,000 ($13,904,000 for the year ended September 30, 2007) which corresponds to a reduction in contributed surplus representing the value of accumulated compensation cost associated with the options exercised since inception.

Page 9 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

5.      Capital stock, stock options and earnings per share (continued)

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 Toronto Stock Exchange on the day preceding the date of the grant. Options generally vest one to three years from the date of grant conditionally upon achievement of objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death.

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

Three months ended June 30					Nine months ended June 30
	2008		2007		2008		2007
Compensation expense ($)		1,394		3,732		4,296		11,069
Dividend yield (%)		0.00		0.00		0.00		0.00
Expected volatility (%)		24.40		28.10		23.70		29.50
Risk-free interest rate (%)		2.97		4.15		4.10		3.90
Expected life (years)		5.00		5.00		5.00		5.00
Weighted average grant date fair values ($)		3.22		3.44		3.37		2.60

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

Number of options	Nine months ended June 30, 2008
Outstanding, as at October 1, 2007		24,499,886
Granted		7,783,811
Exercised		(3,373,286	)
Forfeited		(822,215	)
Expired		(338,661	)
Outstanding, as at June 30, 2008		27,749,535

Page 10 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

5.      Capital stock, stock options and earnings per share (continued)

c)   Earnings per share

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

	Three months ended June 30, 2008						Three months ended June 30, 2007
	Net earnings from continuing operations (numerator)		Weighted average number of shares outstanding (denominator)(1)		Earnings per share from continuing operations		Net earnings from continuing operations (numerator)		Weighted average number of shares outstanding (denominator)(1)		Earnings per share from continuing operations
	$					$	$					$
Basic		81,675		315,384,528		0.26		63,967		328,830,594		0.20
Dilutive options (2)				5,360,669						6,698,779
Diluted		81,675		320,745,197		0.25		63,967		335,529,373		0.19

	Nine months ended June 30, 2008						Nine months ended June 30, 2007
	Net earnings from continuing operations (numerator)		Weighted average number of shares outstanding (denominator)(1)		Earnings per share from continuing operations		Net earnings from continuing operations (numerator)		Weighted average number of shares outstanding (denominator)(1)		Earnings per share from continuing operations
	$					$	$					$
Basic		222,729		320,394,934		0.69		169,614		329,451,399		0.52
Dilutive options (2)				5,455,259						3,963,459
Diluted		222,729		325,850,193		0.68		169,614		333,414,858		0.51

(1) The 16,732,548 Class A subordinate shares repurchased during the nine months ended

June 30, 2008 (6,692,500 during the nine months ended June 30, 2007), 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 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 presented in the table. The number of excluded options was 9,010,499 for the three and nine months ended June 30, 2008, and 1,968,342 and 3,322,394 for the three and nine months ended June 30, 2007, respectively.

Page 11 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

6.      Investments in subsidiaries and joint ventures

a)   Modifications to purchase price allocations

During the nine months ended June 30, 2008, the Company modified the purchase price allocation and made adjustments relating to certain business acquisitions, resulting in a net decrease of integration charges, current portion of long-term debt, long-term debt and future income tax assets of $5,825,000, $3,287,000, $2,685,000 and $2,112,000, respectively, and a net increase of non-controlling interest of $112,000, whereas goodwill decreased by $9,573,000.

b)   Balance of integration charges

For American Management Systems, Incorporated, the components of the integration charges related to business acquisitions included in accounts payable and accrued liabilities as well as in accrued integration charges and other long-term liabilities are as follows:

	Consolidation and closure of facilities			Severance			Total
		$			$			$
Balance, as at October 1, 2007		15,226			1,395			16,621
Adjustments to initial provision(1)		(4,542	)		-			(4,542	)
Foreign currency translation adjustment		533			30			563
Paid during the nine-month period		(2,896	)		(95	)		(2,991	)
Balance, as at June 30, 2008(2)		8,321			1,330			9,651

(1) The adjustments have been recorded as a decrease of goodwill. This amount is included in the decrease of goodwill presented in Note 6 a).

(2) Of the total balance remaining, $4,344,000 is included in accounts payable and accrued liabilities and $5,307,000 is included in accrued integration charges and other long-term liabilities.

Page 12 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

7.      Discontinued operations

During the three months ended June 30, 2008, the Company formally adopted a plan to divest its Canadian claims adjusting and risk management services. These services were previously included in the BPS line of business. The net assets to be disposed of will include goodwill of $9,643,000, which is net of an impairment of $2,960,000.

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

Three months ended June 30							Nine months ended June 30
	2008			2007			2008			2007
Revenue		19,811			19,295			57,414			58,477
Operating expenses (1)		(22,981	)		(17,814	)		(59,041	)		(54,652	)
Amortization		(442	)		(718	)		(1,463	)		(1,840	)
(Loss) earnings before income taxes		(3,612	)		763			(3,090	)		1,985
Income taxes(2)		(166	)		(297	)		(369	)		(774	)
(Loss) earnings from discontinued operations		(3,778	)		466			(3,459	)		1,211

(1)  Operating expenses from discontinued operations includes an impairment of goodwill of $2,960,000.

(2)  Income taxes do not bear a normal relation to (loss) earnings before income taxes since the sale includes goodwill of $9,643,000 which has no tax basis.

The related assets and liabilities of discontinued operations are as follows:

	As at June 30, 2008		As at September 30, 2007
		$		$
Current assets
Accounts receivable		13,550		12,938
Work in progress		13,747		14,638
Prepaid expenses and other current assets		94		95
Future income taxes		357		343
Capital assets		3,550		3,947
Finite-life intangibles and other long-term assets		9,026		9,887
Goodwill		9,643		12,603
Total assets held for sale		49,967		54,451

Page 13 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

7.      Discontinued operations (continued)

	As at June 30, 2008		As at September 30, 2007
		$		$
Current liabilities
Accounts payable and accrued liabilities		3,830		5,707
Accrued compensation		2,025		1,192
Deferred revenue		914		2,457
Income taxes		110		160
Future income taxes		2,547		2,579
Total current liabilities held for sale		9,426		12,095

The related cash flow information of discontinued operations is as follows:

	Three months ended June 30						Nine months ended June 30
	2008			2007			2008			2007
Cash provided by (used in) operating activities		541			(134	)		(1,439	)		3,763
Cash used in investing activities		(70	)		(1,761	)		(205	)		(1,833	)
Total cash provided by (used in) discontinued     operations		471			(1,895	)		(1,644	)		1,930

8. Amortization

	Three months ended June 30				Nine months ended June 30
	2008		2007		2008		2007
		$		$		$		$
Amortization of capital assets		11,339		6,853		30,957		23,024
Amortization of contract costs related to    transition		4,136		5,285		13,799		14,692
Amortization of finite-life intangibles		25,151		27,137		76,640		84,553
		40,626		39,275		121,396		122,269
Amortization of contract costs related  to    incentives (presented as reduction revenue)		5,106		4,759		16,490		16,617
Amortization of other long-term assets    (presented in interest on long-term debt)		321		375		945		1,123
		46,053		44,409		138,831		140,009

Page 14 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

9.      Accumulated other comprehensive loss

Balance, as at October 1, 2007	(386,073	)
Net unrealized losses on translating financial statements of self-sustaining foreign operations	(7,858	)
Net unrealized loss on translating long-term debt designated as a hedge of net investment in      self-sustaining foreign operations	(538	)
Net unrealized losses on derivative financial instruments designated as cash flow hedges	(281	)
Income tax recovery on other comprehensive loss	278
Change	(8,399	)
Balance, as at January 1, 2008	(394,472	)
Net unrealized gains on translating financial statements of self-sustaining foreign operations	61,951
Net unrealized gains on cash flow hedges	683
Income tax expense on other comprehensive gain	(768	)
Change	61,866
Balance, as at April 1, 2008	(332,606	)
Net unrealized losses on translating financial statements of self-sustaining  foreign  operations	(12,063	)
Net unrealized losses on cash flow hedges	(2,163	)
Income tax recovery on other comprehensive loss	455
Change	(13,771	)
Balance, as at June 30, 2008	(346,377	)

Page 15 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

10.    Segmented information

The Company has two lines of business (“LOB”): IT services and business process services (“BPS”), in addition to Corporate services. 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 North America, Europe and Asia Pacific. The Company professionals and centers of excellence facilities in North America, Europe and India also provide IT and BPS services to clients as an integral part of our homeshore, nearshore and offshore 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 services.

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

As at and for the three months ended June 30, 2008	IT services		BPS		Corporate			Total
		$		$		$			$
Revenue		856,185		94,283		-			950,468
Earnings (loss) before interest on long-term    debt, other income, interest charges, non-    controlling interest, net of income taxes,    discontinued operations and income taxes (1)		109,974		18,101		(17,116	)		110,959
Total assets		2,740,581		729,587		189,169			3,659,337

 (1) Amortization included in IT services, BPS and Corporate is $39,189,000, $2,674,000 and $3,869,000, respectively.

As at and for the three months ended June 30, 2007	IT services		BPS		Corporate			Total
		$		$		$			$
Revenue		822,057		91,966		-			914,023
Earnings (loss) before interest on long-term    debt, other income, interest charges, non-    controlling interest, net of income taxes,    discontinued operations and  income taxes (1)		106,461		13,407		(16,031	)		103,837
Total assets		2,785,784		621,664		221,663			3,629,111

 (1) Amortization included in IT services, BPS and Corporate is $35,952,000, $4,712,000 and $3,370,000, respectively.

Page 16 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

10.    Segmented information (continued)

As at and for the nine months ended    June 30, 2008	IT services		BPS		Corporate			Total
		$		$		$			$
Revenue		2,496,817		279,848		-			2,776,665
Earnings (loss) before interest on long-term debt, other income,    interest charges, non-controlling interest, net of income taxes,    discontinued operations and income taxes (1)		315,172		53,927		(44,267	)		324,832
Total assets		2,740,581		729,587		189,169			3,659,337

(1) Amortization included in IT services, BPS and Corporate is $118,114,000, $8,683,000 and $11,089,000, respectively.

As at and for the nine months ended    June 30, 2007	IT services		BPS		Corporate			Total
		$		$		$			$
Revenue		2,449,153		281,090		-			2,730,243
Earnings (loss) before restructuring costs related to specific items,    interest on long-term debt, other income, interest charges,    non-controlling interest, net of income taxes, discontinued operations    and  income taxes (1)		314,268		39,555		(49,363	)		304,460
Total assets		2,785,784		621,664		221,663			3,629,111

(1) Amortization included in IT services, BPS and Corporate is $115,430,000, $14,491,000 and $8,965,000, respectively.

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, 2007. The Company’s general purpose financial information does not provide data about revenues from external customers for each group of products and services. The figures are presented net of intersegment sales and transfers, which are priced as if the sales or transfers were made to third parties.

11.    Guarantees

In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid and performance bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded. The Company would also be liable for the performance bonds in the event of default in the performance of its obligations. As at June 30, 2008, the Company provided a total of $74,856,000 of these bonds. The Company believes it is in compliance with its performance obligations under all service contracts for which there is a performance or bid bond, and the ultimate liability, if any, incurred in connection with these guarantees would not have a materially adverse effect on the Company’s consolidated results of operations or financial condition.

Page 17 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

12.    Reconciliation of results reported in accordance with Canadian GAAP to US GAAP

The material differences between Canadian and U.S. GAAP affecting the Company's consolidated financial statements are detailed in the table below. The Company's most recent annual financial statements describe the circumstances which gave rise to the material differences between Canadian and U.S. GAAP applicable as at September 30, 2007.

	Three months ended June 30						Nine months ended June 30
	2008			2007			2008			2007
Reconciliation of net earnings:		$			$			$			$
Net earnings - Canadian GAAP		77,897			64,433			219,270			170,825
Adjustments for:
Stock-based compensation(1)		(1,199	)		-			(3,470	)		-
Warrants		351			351			1,053			1,053
Other		172			378			575			1,061
Net earnings – U.S. GAAP		77,221			65,162			217,428			172,939
Basic earnings per share – U.S. GAAP		0.24			0.20			0.68			0.53
Diluted earnings per share – U.S. GAAP		0.24			0.19			0.67			0.52
Net earnings – U.S. GAAP		77,221			65,162			217,428			172,939
Other comprehensive income		(13,771	)		(87,280	)		39,696			(35,689	)
Comprehensive income – U.S. GAAP		63,450			(22,118	)		257,124			137,250

	As at June 30, 2008			As at September 30, 2007
		$			$
Reconciliation of shareholders’ equity:
Shareholders’ equity - Canadian GAAP		1,926,121			1,818,268
Adjustments for:
Stock-based compensation		58,411			58,411
Warrants		(2,618	)		(3,671	)
Unearned compensation		(3,694	)		(3,694	)
Integration costs		(6,606	)		(6,606	)
Goodwill		28,078			28,078
Income taxes and adjustment for change in   accounting policy		9,715			9,715
Other		(6,209	)		(6,784	)
Shareholders’ equity – U.S. GAAP		2,003,198			1,893,717

(1) Stock-based compensation

During fiscal 2008, the Company issued stock options with a three-year graded vesting period and a performance criteria.  Under Canadian GAAP, the compensation cost for this type of option has been accounted for on a straight-line basis because the entire award of graded vesting options has a similar expected life. Under U.S. GAAP, the graded vesting method must be used. The adjustment represents the compensation cost difference between using the straight-line and graded vesting method.

Page 18 of 19

CGI GROUP INC.

Notes to the Consolidated Financial Statements

For the three and nine months ended June 30, 2008 and 2007

(tabular amounts only are in thousands of Canadian dollars, except share data)(unaudited)

12.    Reconciliation of results reported in accordance with Canadian GAAP to US GAAP (continued)

Future accounting changes

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007), “Business Combinations”(“SFAS 141R”), effective for the Company’s business combinations occurring after October 1, 2009. SFAS 141R establishes principles and requirements for how the acquirer in a business combination (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), effective October 1, 2009. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest, and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. The Company is currently evaluating the impact of the adoption of this new section on the consolidated financial statements.

  13.  Subsequent event

On July 21, 2008, the Company entered into a contract relating to the sale of its Canadian claims adjusting and risk management services, which is expected to close during the fourth quarter of fiscal 2008. The transaction is not expected to have a significant impact on consolidated earnings.

Page 19 of 19