Exhibit 99.2

Interim Condensed Consolidated Financial Statements of

CGI INC.

For the three and nine months ended June 30, 2021 and 2020

(unaudited)

Interim Consolidated Statements of Earnings

For the three and nine months ended June 30

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

		Three months ended June 30					Nine months ended June 30
	Notes	2021		2020			2021			2020
		$		$			$			$
Revenue	8		3,021,354		3,052,667			9,119,335			9,238,555
Operating expenses
Costs of services, selling and administrative			2,542,669		2,606,135			7,662,886			7,831,509
Acquisition-related and integration costs	6c		615		20,161			6,202			71,492
Restructuring costs			—		39,535			—			71,156
Net finance costs			25,656		30,700			79,065			84,050
Foreign exchange loss (gain)			1,916		(1,499	)		(2,372	)		1,663
			2,570,856		2,695,032			7,745,781			8,059,870
Earnings before income taxes			450,498		357,635			1,373,554			1,178,685
Income tax expense			112,024		96,728			350,416			312,737
Net earnings			338,474		260,907			1,023,138			865,948
Earnings per share
Basic earnings per share	5c		1.38		1.01			4.08			3.29
Diluted earnings per share	5c		1.36		1.00			4.02			3.24

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 1

Interim Consolidated Statements of Comprehensive Income

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
	2021			2020			2021			2020
	$			$			$			$
Net earnings		338,474			260,907			1,023,138			865,948
Items that will be reclassified subsequently to net earnings (net of income taxes):
Net unrealized (losses) gains on translating financial statements of foreign operations		(69,811	)		(149,575	)		(456,618	)		356,563
Net gains (losses) on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations		28,932			95,234			189,550			(7,695	)
Deferred (costs) gains of hedging on cross-currency swaps		(1,458	)		2,700			(6,437	)		19,132
Net unrealized gains (losses) on cash flow hedges		635			(4,552	)		(1,058	)		(31,955	)
Net unrealized (losses) gains on financial assets at fair value through other comprehensive income		(510	)		2,833			(1,532	)		2,644
Items that will not be reclassified subsequently to net earnings (net of income taxes):
Net remeasurement gains (losses) on defined benefit plans		24,886			(37,687	)		32,013			(10,865	)
Other comprehensive (loss) income		(17,326	)		(91,047	)		(244,082	)		327,824
Comprehensive income		321,148			169,860			779,056			1,193,772

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 2

Interim Consolidated Balance Sheets

(in thousands of Canadian dollars) (unaudited)

			As at		As at
	Notes		June 30, 2021		September 30, 2020
			$		$
Assets
Current assets
Cash and cash equivalents		7c and 9		1,266,957		1,707,985
Accounts receivable				1,193,458		1,219,302
Work in progress				1,035,637		1,075,252
Current financial assets		9		23,111		18,500
Prepaid expenses and other current assets				189,296		160,406
Income taxes				3,743		29,363
Total current assets before funds held for clients				3,712,202		4,210,808
Funds held for clients				633,052		725,178
Total current assets				4,345,254		4,935,986
Property, plant and equipment				348,015		372,946
Right-of-use assets				596,989		666,865
Contract costs				230,173		239,376
Intangible assets				504,332		521,462
Other long-term assets				210,836		163,739
Long-term financial assets				154,992		156,569
Deferred tax assets				106,161		113,484
Goodwill				8,102,595		8,379,931
				14,599,347		15,550,358
Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,048,956		1,025,963
Accrued compensation				852,697		672,775
Current portion of long-term debt				578,555		310,764
Deferred revenue				443,115		426,393
Income taxes				175,870		136,928
Current portion of lease liabilities				170,001		178,720
Provisions				67,665		175,632
Current derivative financial instruments		9		18,919		8,328
Total current liabilities before clients’ funds obligations				3,355,778		2,935,503
Clients’ funds obligations				630,189		720,322
Total current liabilities				3,985,967		3,655,825
Long-term debt				2,750,792		3,276,331
Long-term income taxes				5,597		6,720
Long-term lease liabilities				625,401		697,650
Long-term provisions				27,867		23,888
Other long-term liabilities				198,326		185,374
Long-term derivative financial instruments		9		76,800		56,622
Deferred tax liabilities				112,454		158,341
Retirement benefits obligations				206,726		225,447
				7,989,930		8,286,198
Equity
Retained earnings				4,401,516		4,703,642
Accumulated other comprehensive income		4		301,628		545,710
Capital stock		5a		1,622,168		1,761,873
Contributed surplus				284,105		252,935
				6,609,417		7,264,160
				14,599,347		15,550,358

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 3

Interim Consolidated Statements of Changes in Equity

For the nine months ended June 30

(in thousands of Canadian dollars) (unaudited)

						Accumulated
						other
			Retained			comprehensive			Capital			Contributed			Total
	Notes		earnings			income			stock			surplus			equity
			$			$			$			$			$
Balance as at September 30, 2020				4,703,642			545,710			1,761,873			252,935			7,264,160
Net earnings				1,023,138			—			—			—			1,023,138
Other comprehensive loss				—			(244,082	)		—			—			(244,082	)
Comprehensive income				1,023,138			(244,082	)		—			—			779,056
Share-based payment costs				—			—			—			35,061			35,061
Income tax impact associated with stock options				—			—			—			13,782			13,782
Exercise of stock options		5a		—			—			62,383			(10,797	)		51,586
Exercise of performance share units		5a		—			—			6,876			(6,876	)		—
Purchase for cancellation of Class A subordinate voting shares		5a		(1,325,264	)		—			(177,560	)		—			(1,502,824	)
Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(31,404	)		—			(31,404	)
Balance as at June 30, 2021				4,401,516			301,628			1,622,168			284,105			6,609,417
						Accumulated
						other
			Retained			comprehensive			Capital			Contributed			Total
	Notes		earnings			income			stock			surplus			equity
			$			$			$			$			$
Balance as at September 30, 2019				4,557,855			176,694			1,903,977			245,577			6,884,103
Adoption of IFRS 16				(93,873	)		—			—			—			(93,873	)
Balance as at October 1, 2019				4,463,982			176,694			1,903,977			245,577			6,790,230
Net earnings				865,948			—			—			—			865,948
Other comprehensive income				—			327,824			—			—			327,824
Comprehensive income				865,948			327,824			—			—			1,193,772
Share-based payment costs				—			—			—			28,258			28,258
Income tax impact associated with stock options				—			—			—			(11,138	)		(11,138	)
Exercise of stock options		5a		—			—			56,276			(9,857	)		46,419
Exercise of performance share units		5a		—			—			9,078			(9,078	)		—
Purchase for cancellation of Class A subordinate voting shares		5a		(878,202	)		—			(165,315	)		—			(1,043,517	)
Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(55,287	)		—			(55,287	)
Balance as at June 30, 2020				4,451,728			504,518			1,748,729			243,762			6,948,737

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 4

Interim Consolidated Statements of Cash Flows

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
	Notes	2021			2020			2021			2020
		$			$			$			$
Operating activities
Net earnings			338,474			260,907			1,023,138			865,948
Adjustments for:
Amortization, depreciation and impairment			125,787			150,158			382,951			413,233
Deferred income taxes (recovery)			3,355			2,058			(38,295	)		(8,215	)
Foreign exchange loss (gain)			5,179			(6,811	)		1,036			(6,162	)
Share-based payment costs			11,494			8,373			35,061			28,258
Net change in non-cash working capital items	7a		(65,385	)		170,113			185,103			153,494
Cash provided by operating activities			418,904			584,798			1,588,994			1,446,556
Investing activities
Net change in short-term investments			(147	)		5,656			1,326			4,065
Business acquisitions (considering the bank overdraft assumed and cash acquired)			(65,830	)		(1,435	)		(94,430	)		(274,021	)
Purchase of property, plant and equipment			(39,534	)		(27,422	)		(89,814	)		(96,965	)
Additions to contract costs			(14,949	)		(17,951	)		(49,800	)		(53,679	)
Additions to intangible assets			(30,101	)		(33,872	)		(85,298	)		(84,702	)
Purchase of long-term investments			(356	)		(3,486	)		(2,822	)		(8,345	)
Proceeds from sale of long-term investments			214			3,810			3,400			9,190
Cash used in investing activities			(150,703	)		(74,700	)		(317,438	)		(504,457	)
Financing activities
Net change in unsecured committed revolving credit facility			—			(99,748	)		—			(334,371	)
Increase of long-term debt			3,401			710,244			33,265			1,799,113
Repayment of long-term debt			(713	)		(13,192	)		(43,075	)		(40,829	)
Payment of lease liabilities			(39,053	)		(46,093	)		(130,829	)		(135,500	)
Repayment of debt assumed in business acquisitions			—			(5,011	)		—			(28,243	)
Payment for remaining shares of Acando1			—			—			—			(23,123	)
Purchase of Class A subordinate voting shares held in trusts	5a		—			—			(31,404	)		(55,287	)
Purchase and cancellation of Class A subordinate voting shares	5a		(319,701	)		—			(1,502,824	)		(1,043,517	)
Issuance of Class A subordinate voting shares			22,795			6,577			51,635			46,653
Cash (used in) provided by financing activities			(333,271	)		552,777			(1,623,232	)		184,896
Effect of foreign exchange rate changes on cash and cash equivalents			(7,767	)		(83	)		(89,352	)		24,453
Net (decrease) increase in cash and cash equivalents			(72,837	)		1,062,792			(441,028	)		1,151,448
Cash and cash equivalents, beginning of period			1,339,794			302,487			1,707,985			213,831
Cash and cash equivalents, end of period			1,266,957			1,365,279			1,266,957			1,365,279

¹     Related to a business acquisition made during the year ended September 30, 2019.

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 5

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

1. Description of business

CGI Inc. (the Company), directly or through its subsidiaries, provides managed information technology (IT) and business process services (BPS), systems integration and consulting, as well as the sale of software solutions to help clients effectively realize their strategies and create added value. The Company was incorporated under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its Class A subordinate voting shares are publicly traded. The executive and registered office of the Company is situated at 1350 René-Lévesque Blvd. West, Montréal, Québec, Canada, H3G 1T4.

2. Basis of preparation

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). In addition, the interim condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2020 which were consistently applied to all periods presented.

These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended September 30, 2020.

The Company’s interim condensed consolidated financial statements for the three and nine months ended June 30, 2021 and 2020 were authorized for issue by the Board of Directors on July 27, 2021.

3. Accounting policies

USE OF JUDGEMENTS AND ESTIMATES

For the period ended June 30, 2021, the Company assessed the impact of the uncertainties around the outbreak of the novel strain of the coronavirus, specifically identified as the COVID-19 pandemic, on its balance sheet carrying amounts. This review required the use of judgements and estimates and resulted in no material impacts.

The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant risk of material adjustments to the following: revenue recognition, deferred tax assets, estimated losses on revenue-generating contracts, impairment of property, plant and equipment, right-of-use assets, intangible assets and goodwill as well as litigation and claims.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 6

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

3. Accounting policies  (continued)

FUTURE ACCOUNTING STANDARD CHANGES

The following standards have been issued but are not yet effective as of June 30, 2021:

LIBOR reform with amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16

In August 2020, the IASB issued Interest Rate Benchmark Reform-Phase 2, which amends IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures and IFRS 16 Leases. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform.

For financial instruments at amortized cost, the amendment introduces a practical expedient such that if a change to contractual cash flow occurs as a direct consequence of the interbank offered rates (IBORs) reform and on economically equivalent terms to the previous basis, it will not result in an immediate gain or loss recognition. As for hedge accounting, the practical expedient allows hedge instruments relationship directly affected by the reform to continue. However, additional ineffectiveness might need to be recorded.

The Company has financial instruments exposed to the 1 month USD Libor rate which is planned to expire in June 2023. As at June 30 2021, the only instruments with a maturity date subsequent to June 2023 directly impacted by the IBORs reform are the unsecured committed term loan credit facility and the related cross-currency interest rate swaps (the hedging instruments) expiring in December 2023.

The standard will be effective on October 1, 2021 for the Company. The implementation of this amendment will result in no impact on the Company’s consolidated financial statements on adoption date. The Company is currently managing the process to transition the existing impacted agreements to an alternative rate.

4. Accumulated other comprehensive income

	As at			As at
	June 30, 2021			September 30, 2020
	$			$
Items that will be reclassified subsequently to net earnings:
Net unrealized gains on translating financial statements of foreign operations, net of accumulated income tax expense of $40,627 ($56,239 as at September 30, 2020)		546,186			1,002,804
Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $34,741 ($63,692 as at September 30, 2020)		(227,912	)		(417,462	)
Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of $2,747 ($4,049 as at September 30, 2020)		7,616			14,053
Net unrealized losses on cash flow hedges, net of accumulated income tax recovery of $3,087 ($2,554 as at September 30, 2020)		(6,993	)		(5,935	)
Net unrealized gains on financial assets at fair value through other comprehensive income, net of accumulated income tax expense of $793 ($1,291 as at September 30, 2020)		2,808			4,340
Items that will not be reclassified subsequently to net earnings:
Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $8,735 ($18,920 as at September 30, 2020)		(20,077	)		(52,090	)
		301,628			545,710

For the nine months ended June 30, 2021, $2,250,000 of the net unrealized losses on cash flow hedges, net of income tax recovery of $1,150,000, previously recognized in other comprehensive income were reclassified in the consolidated statements of earnings ($9,409,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $3,114,000, were reclassified for the nine months ended June 30, 2020).

For the nine months ended June 30, 2021, $7,713,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $2,780,000, were also reclassified in the consolidated statements of earnings ($15,041,000 and $1,536,000, respectively for the nine months ended June 30, 2020).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 7

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

5. Capital stock, share-based payments and earnings per share

a) Capital stock

	Class A subordinate voting shares						Class B multiple voting shares									Total
	Number			Carrying value			Number			Carrying value			Number			Carrying value
				$						$						$
As at September 30, 2020		230,690,875			1,721,491			28,945,706			40,382			259,636,581			1,761,873
Issued upon exercise of stock options1		1,085,472			62,383			—			—			1,085,472			62,383
Performance share units (PSUs) exercised2		—			6,876			—			—			—			6,876
Purchased and cancelled3		(15,310,465	)		(177,560	)		—			—			(15,310,465	)		(177,560	)
Purchased and held in trusts4		—			(31,404	)		—			—			—			(31,404	)
Conversion of shares5		2,500,000			3,488			(2,500,000	)		(3,488	)		—			—
As at June 30, 2021		218,965,882			1,585,274			26,445,706			36,894			245,411,588			1,622,168

¹  The carrying value of Class A subordinate voting shares includes $10,797,000, which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the nine months ended June 30, 2021 ($9,857,000 during the nine months ended June 30, 2020).

² During the nine months ended June 30, 2021, 114,914 PSUs were exercised (157,788 during the nine months ended June 30, 2020) with a recorded value of $6,876,000 ($9,078,000 during the nine months ended June 30, 2020) that was removed from contributed surplus. As at June 30, 2021, 1,433,696 Class A subordinate voting shares were held in trusts under the PSU plans (1,243,022 as at June 30, 2020).

³  On January 26, 2021, the Company’s Board of Directors authorized and subsequently received the regulatory approval from the Toronto Stock Exchange (TSX), for the renewal of the Normal Course Issuer Bid (NCIB) for the purchase for cancellation of up to 19,184,831 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares are available for purchase for cancellation commencing on February 6, 2021 until no later than February 5, 2022, or on such earlier date when the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or decided not to make any further purchases for cancellation under it.

During the nine months ended June 30, 2021, the Company purchased for cancellation 4,204,865 Class A subordinate voting shares from the Caisse de dépôt et placement du Québec for a cash consideration of $400,000,000 (6,008,905 and $600,000,000, respectively during the nine months ended June 30, 2020). The excess of the purchase price over the carrying value in the amount of $310,048,000 was charged to retained earnings ($471,455,000 during the nine months ended June 30, 2020). The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

In addition, during the nine months ended June 30, 2021, the Company purchased for cancellation 11,105,600 Class A subordinate voting shares (4,596,559 during the nine months ended June 30, 2020) under its previous and current NCIB for a cash consideration of $1,102,824,000 ($443,517,000 for the nine months ended June 30, 2020) and the excess of the purchase price over the carrying value in the amount of $1,015,216,000 ($406,747,000 for the nine months ended June 30, 2020) was charged to retained earnings.

⁴  During the nine months ended June 30, 2021, the trustees, in accordance with the terms of the PSU plans and Trust Agreements, purchased 309,606 Class A subordinate voting shares of the Company on the open market (525,331 during the nine months ended June 30, 2020) for a cash consideration of $31,404,000 ($55,287,000 during the nine months ended June 30, 2020).

⁵  On March 1, 2021, the Co-founder and Advisor to the Executive Chairman of the Board of the Company, also a related party of the Company, converted a total of 2,500,000 Class B multiple voting shares into 2,500,000 Class A subordinate voting shares.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 8

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

5. Capital stock, share-based payments and earnings per share (continued)

b) Share-based payments

i) Stock options

Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, stock options to purchase Class A subordinate voting shares to certain employees, officers and directors 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 voting shares on the TSX on the day preceding the date of the grant. Stock options vest annually over four years from the date of the grant conditionally upon achievement of performance objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death.

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

Outstanding as at September 30, 2020	8,934,097
Granted	993,840
Exercised (Note 5a)	(1,085,472	)
Forfeited	(602,295	)
Outstanding as at June 30, 2021	8,240,170

The weighted average fair value of stock options granted during the nine months ended June 30 and the weighted average assumptions used in the calculation of their fair value on the date of the grant using the Black-Scholes option pricing model were as follows:

	2021		2020
Grant date fair value ($)		16.75		17.71
Dividend yield (%)		0.00		0.00
Expected volatility (%)1		20.76		16.60
Risk-free interest rate (%)		0.40		1.55
Expected life (years)		4.00		4.00
Exercise price ($)		97.84		110.65
Share price ($)		97.84		110.65

¹  Expected volatility was determined using statistical formulas and based on the weekly historical average of closing daily share prices over the period of the expected life of stock options.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 9

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

5. Capital stock, share-based payments and earnings per share (continued)

b) Share-based payments (continued)

ii) Performance share units (PSUs)

The Company operates two PSU plans with similar terms and conditions. Under both plans, the Board of Directors may grant PSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each PSU. The vesting performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the PSU award was made, except in the event of retirement, termination of employment or death. Conditionally upon achievement of performance objectives, granted PSUs under the first plan vest annually over a period of four years from the date of the grant and granted PSUs under the second plan vest at the end of the four-year period.

Class A subordinate voting shares purchased in connection with the PSU plans are held in trusts for the benefit of the participants. The trusts, considered as structured entities, are consolidated in the Company’s consolidated financial statements with the cost of the purchased shares recorded as a reduction of capital stock (Note 5a).

The following table presents information concerning the number of outstanding PSUs granted by the Company:

Outstanding as at September 30, 2020	1,231,470
Granted1	669,018
Exercised (Note 5a)	(114,914	)
Forfeited	(360,793	)
Outstanding as at June 30, 2021	1,424,781

¹  The PSUs granted in the period had a grant date fair value of $94.00 per unit.

c) Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended June 30:

					2021				Three months ended June 30 2020
	Net earnings		Weighted average number of shares outstanding1		Earnings per share		Net earnings		Weighted average number of shares outstanding1		Earnings per share
		$				$		$				$
Basic		338,474		245,530,289		1.38		260,907		257,936,505		1.01
Net effect of dilutive stock options and PSUs2				4,006,037						3,465,724
		338,474		249,536,326		1.36		260,907		261,402,229		1.00
					2021				Nine months ended June 30 2020
	Net earnings		Weighted average number of shares outstanding1		Earnings per share		Net earnings		Weighted average number of shares outstanding1		Earnings per share
		$				$		$				$
Basic		1,023,138		250,817,197		4.08		865,948		263,279,873		3.29
Net effect of dilutive stock options and PSUs2				3,847,571						4,239,589
		1,023,138		254,664,768		4.02		865,948		267,519,462		3.24

¹  During the three months ended June 30, 2021, 2,949,800 Class A subordinate voting shares purchased for cancellation and 1,437,715 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (nil and 1,243,022, respectively during the three months ended June 30, 2020). During the nine months ended June 30, 2021, 15,310,465 Class A subordinate voting shares purchased for cancellation and 1,437,715 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (10,605,464 and 1,243,022, respectively during the nine months ended June 30, 2020).

²  The calculation of the diluted earnings per share excluded 1,292,447 and 1,295,600 stock options, respectively for the three and nine months ended June 30, 2021 (2,252,605 and 895,903, respectively for the three and nine months ended June 30, 2020), as they were anti-dilutive.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 10

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

6. Investments in subsidiaries

a) Business acquisitions realized in the current fiscal year

The Company made the following acquisitions during the nine months ended June 30, 2021:

– On December 31, 2020, the Company acquired the assets of Harris, Mackessy & Brennan, Inc.’s Professional Services Division, for a purchase price of $30,340,000. Based in the United States, the division focused on high-end technology consulting and services for commercial and government clients and is headquartered in Columbus, Ohio.

– On May 3, 2021, the Company acquired all of the outstanding shares of Sense Corp, for a purchase price of $78,926,000. Based in the United States, the professional services firm focused on digital systems integration and consulting for state and local government and commercial clients and is headquartered in Saint-Louis, Missouri. The purchase price is mainly allocated to goodwill, which is not deductible for tax purposes, and mostly represents the future economic value associated with acquired work force and synergies with the Company’s operations.

For the nine months ended June 30, 2021, the above acquisitions would have contributed approximately $75,000,000 of revenues and $6,000,000 of earnings before acquisition-related and integration costs, and income taxes to the financial results of the Company had the acquisition dates been October 1, 2020. These pro-forma figures are estimated based on the historical financial performance of the acquired businesses prior to the business combinations and do not include any financial synergies.

These acquisitions were made to further expands CGI’s footprint in the region and to complement CGI’s proximity model.

b) Business acquisitions realized in the prior fiscal year

During the nine months ended June 30, 2021, the Company finalized the fair value of assets acquired and liabilities assumed for SCISYS Group Plc, Meti Logiciels et Services SAS and TeraThink Corporation with no significant adjustments.

c) Acquisition-related and integration costs

During the three and nine months ended June 30, 2021, the Company expensed $615,000 and $6,202,000, respectively, for acquisition-related and integration costs. These amounts include acquisition-related costs of $117,000 and $117,000, respectively, and integration costs of $498,000 and $6,085,000, respectively. The acquisition-related costs consist mainly of professional fees incurred for the acquisitions. The integration costs include terminations of employment of $198,000 and $948,000, respectively, accounted for in restructuring provisions, and other integration costs of $300,000 and $5,137,000, respectively.

During the three and nine months ended June 30, 2020, the Company expensed $20,161,000 and $71,492,000, respectively, for acquisition-related and integration costs. These amounts included acquisition-related costs of nil and $6,545,000, respectively, and integration costs of $20,161,000 and $64,947,000, respectively. The acquisition-related costs consisted mainly of professional fees incurred for the acquisitions. The integration costs included terminations of employment of $14,189,000 and $45,796,000, respectively, accounted for in restructuring provisions, and other integration costs of $5,972,000 and $19,151,000, respectively.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 11

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

7. Supplementary cash flow information

a) Net change in non-cash working capital items is as follows for the three and nine months ended June 30:

	Three months ended June 30						Nine months ended June 30
	2021			2020			2021			2020
		$			$			$			$
Accounts receivable		(66,862	)		93,340			(8,121	)		78,307
Work in progress		(10,862	)		52,070			(13,537	)		72,408
Prepaid expenses and other assets		(23,571	)		(15,004	)		(55,651	)		(5,078	)
Long-term financial assets		(5,579	)		(11,415	)		(15,992	)		(7,863	)
Accounts payable and accrued liabilities		84,002			(24,334	)		44,544			(28,763	)
Accrued compensation		93,029			100,201			210,727			28,841
Deferred revenue		(112,965	)		(80,347	)		52,031			(45,312	)
Income taxes		3,390			25,178			60,429			41,812
Provisions		(39,812	)		20,183			(99,618	)		24,938
Long-term liabilities		12,830			14,466			10,161			1,231
Derivative financial instruments		(14	)		(346	)		(60	)		(405	)
Retirement benefits obligations		1,029			(3,879	)		190			(6,622	)
		(65,385	)		170,113			185,103			153,494

b) Net interest paid and income taxes paid are classified within operating activities and are as follows for the three and nine months ended June 30:

	Three months ended June 30				Nine months ended June 30
	2021		2020		2021		2020
		$		$		$		$
Net interest paid		21,621		26,344		73,778		79,648
Income taxes paid		86,215		63,071		284,220		259,859

c) Cash and cash equivalents consisted of unrestricted cash as at June 30, 2021 and September 30, 2020.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 12

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

8. Segmented information

The following tables present information on the Company’s operations which are managed through the following nine operating segments, namely: Western and Southern Europe (primarily France and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; United Kingdom (U.K.) and Australia; Central and Eastern Europe (primarily Germany and the Netherlands); Scandinavia; Finland, Poland and Baltics; and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

The operating segments reflect the current management structure and the way that the chief operating decision-maker, who is the President and Chief Executive Officer of the Company, evaluates the business.

															For the three months ended June 30, 2021
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		500,211		447,750		443,665		389,102		329,730		325,518		259,609		188,309		170,123		(32,663	)		3,021,354
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		65,268		74,331		101,665		72,472		42,705		29,892		13,479		25,848		51,109		—			476,769
Acquisition-related and integration costs (Note 6c)																							(615	)
Net finance costs																							(25,656	)
Earnings before income taxes																							450,498
1  Total amortization and depreciation of $125,556,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $14,368,000, $17,341,000, $17,990,000, $11,592,000, $14,447,000, $18,681,000, $15,703,000, $8,955,000 and $6,479,000, respectively for the three months ended June 30, 2021.
															For the three months ended June 30, 2020
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		456,408		486,013		418,083		442,039		340,723		298,030		272,450		198,221		173,730		(33,030	)		3,052,667
Segment earnings before acquisition-related and integration costs, restructuring costs, net finance costs and income tax expense1		45,687		92,286		87,814		58,230		59,046		22,430		1,551		26,427		54,560		—			448,031
Acquisition-related and integration costs (Note 6c)																							(20,161	)
Restructuring costs																							(39,535	)
Net finance costs																							(30,700	)
Earnings before income taxes																							357,635

¹  Total amortization and depreciation of $149,714,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $18,059,000, $23,958,000, $19,267,000, $12,781,000, $16,863,000, $21,642,000, $19,548,000, $11,664,000 and $5,932,000, respectively for the three months ended June 30, 2020. Amortization includes impairments in U.S. Commercial and State Government for $3,396,000 related to business solutions, Canada for $3,589,000 related to business solutions and in Finland, Poland and Baltics for $3,053,000 related to contract costs and a business solution. These assets were no longer expected to generate future economic benefits.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 13

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

8. Segmented information (continued)

															For the nine months ended June 30, 2021
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		1,494,119		1,314,999		1,317,185		1,199,727		1,002,598		980,844		807,955		594,523		498,547		(91,162	)		9,119,335
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		205,811		202,894		298,716		183,292		163,534		108,006		55,091		85,048		156,429		—			1,458,821
Acquisition-related and integration costs (Note 6c)																							(6,202	)
Net finance costs																							(79,065	)
Earnings before income taxes																							1,373,554
1  Total amortization and depreciation of $380,932,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $48,841,000, $52,995,000, $49,408,000, $36,666,000, $42,248,000, $53,458,000, $47,538,000, $30,476,000 and $19,302,000, respectively for the nine months ended June 30, 2021. Amortization includes impairments in Western and Southern Europe for $3,058,000 related to a business solution and in Finland, Poland and Baltics for $3,490,000 related to contract costs. These assets were no longer expected to generate future economic benefits.
															For the nine months ended June 30, 2020
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		1,478,413		1,402,096		1,289,514		1,280,868		1,010,996		905,356		869,931		598,740		503,361		(100,720	)		9,238,555
Segment earnings before acquisition-related and integration costs, restructuring costs, net finance costs and income tax expense1		204,267		229,321		278,822		163,720		160,175		84,325		49,426		88,028		147,299		—			1,405,383
Acquisition-related and integration costs (Note 6c)																							(71,492	)
Restructuring costs																							(71,156	)
Net finance costs																							(84,050	)
Earnings before income taxes																							1,178,685

¹  Total amortization and depreciation of $412,324,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $48,289,000, $63,851,000, $53,400,000, $33,301,000, $51,224,000, $61,426,000, $53,607,000, $29,052,000 and $18,174,000, respectively for the nine months ended June 30, 2020. Amortization includes impairments in U.S. Commercial and State Government for $3,396,000 related to business solutions, Canada for $3,589,000 related to business solutions and in Finland, Poland and Baltics for $3,053,000 related to contract costs and a business solution. These assets were no longer expected to generate future economic benefits.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2020. Intersegment revenue is priced as if the revenue was from third parties.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 14

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

8. Segmented information (continued)

GEOGRAPHIC INFORMATION

The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue, for the three and nine months ended June 30:

	Three months ended June 30				Nine months ended June 30
	2021		2020		2021		2020
	$		$		$		$
Western and Southern Europe
France		439,032		397,557		1,312,684		1,296,761
Others		58,263		60,005		177,390		184,721
		497,295		457,562		1,490,074		1,481,482
U.S.1		865,194		945,960		2,589,371		2,735,892
Canada		475,855		450,659		1,417,466		1,381,679
U.K. and Australia
U.K.		363,414		378,794		1,106,464		1,122,368
Australia		17,202		18,278		50,220		46,477
		380,616		397,072		1,156,684		1,168,845
Central and Eastern Europe
Germany		192,594		177,436		587,597		533,963
Netherlands		123,929		114,525		363,779		347,515
Others		19,078		16,429		58,136		52,687
		335,601		308,390		1,009,512		934,165
Scandinavia
Sweden		199,362		207,985		615,998		658,958
Others		71,401		78,861		226,198		253,661
		270,763		286,846		842,196		912,619
Finland, Poland and Baltics
Finland		185,695		195,702		582,053		591,683
Others		9,235		9,171		28,247		28,099
		194,930		204,873		610,300		619,782
Asia Pacific
Others		1,100		1,305		3,732		4,091
		1,100		1,305		3,732		4,091
		3,021,354		3,052,667		9,119,335		9,238,555

¹  External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $472,811,000 and $392,383,000, respectively for the three months ended June 30, 2021 ($498,102,000 and $447,858,000, respectively for the three months ended June 30, 2020). In addition, external revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $1,378,736,000 and $1,210,635,000, respectively for the nine months ended June 30, 2021 ($1,437,706,000 and $1,298,186,000, respectively for the nine months ended June 30, 2020).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 15

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

8. Segmented information (continued)

INFORMATION ABOUT SERVICES

The following table provides revenue information based on services provided by the Company for the three and nine months ended June 30:

	Three months ended June 30				Nine months ended June 30
	2021		2020		2021		2020
	$		$		$		$
Systems integration and consulting		1,348,389		1,404,227		4,076,556		4,260,267
Managed IT and business process services		1,672,965		1,648,440		5,042,779		4,978,288
		3,021,354		3,052,667		9,119,335		9,238,555

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $376,461,000 and 12.5% of revenues for the three months ended June 30, 2021 ($431,132,000 and 14.1% for the three months ended June 30, 2020) and $1,155,936,000 and 12.7% of revenues for the nine months ended June 30, 2021 ($1,225,680,000 and 13.3% for the nine months ended June 30, 2020).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 16

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

9. Financial instruments

FAIR VALUE

All financial instruments are initially measured at fair value and are subsequently classified either at amortized cost, at fair value through earnings or at fair value through other comprehensive income.

The Company has made the following classifications:

Amortized cost

Trade accounts receivable, cash included in funds held for clients, long-term receivables within long-term financial assets, accounts payable and accrued liabilities, accrued compensation, long-term debt and clients’ funds obligations.

Fair value through earnings (FVTE)

Cash and cash equivalents, derivative financial instruments and deferred compensation plan assets within long-term financial assets.

Fair value through other comprehensive income (FVOCI)

Short-term investments included in current financial assets, long-term bonds included in funds held for clients and long-term investments within long-term financial assets.

FAIR VALUE HIERARCHY

Fair value measurements recognized in the consolidated balance sheet are classified in accordance with the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1, but that are observable for the asset or liability, either directly or indirectly; and

Level 3: inputs for the asset or liability that are not based on observable market data.

FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to value financial instruments are as follows:

- The fair value of Senior U.S. and euro unsecured notes, the unsecured committed revolving credit facility, the unsecured committed term loan credit facilities and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;

- The fair value of long-term bonds included in funds held for clients and long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm’s-length basis;

- The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period;

- The fair value of cross-currency swaps and interest rate swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated flows;

- The fair value of cash and cash equivalents and short-term investments included in current financial assets is determined using observable quotes; and

- The fair value of deferred compensation plan assets within long-term financial assets is based on observable price quotations and net assets values at the reporting date.

There were no changes in valuation techniques during the nine months ended June 30, 2021.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 17

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

9. Financial instruments (continued)

FAIR VALUE MEASUREMENTS (CONTINUED)

The following table presents the financial liabilities included in the long-term debt measured at amortized cost categorized using the fair value hierarchy:

			As at June 30, 2021				As at September 30, 2020
	Level		Carrying amount		Fair value		Carrying amount		Fair value
			$		$		$		$
Senior U.S. and euro unsecured notes		Level 2		1,125,997		1,184,319		1,211,965		1,297,632
Other long-term debt		Level 2		34,005		33,409		44,842		43,536
				1,160,002		1,217,728		1,256,807		1,341,168

For the remaining financial assets and liabilities measured at amortized cost, the carrying values approximate the fair values of the financial instruments given their short term maturity.

During the nine months ended June 30, 2021, the Company extended the two-year unsecured committed term loan credit facility, entered into during the year ended September 30, 2020, by one year to March 2023. There were no material changes in the terms and conditions including interest rates and banking covenants.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 18

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2021 and 2020

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

9. Financial instruments (continued)

FAIR VALUE MEASUREMENTS (CONTINUED)

The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:

	Level	As at June 30, 2021		As at September 30, 2020
		$		$
Financial assets
FVTE
Cash and cash equivalents	Level 2		1,266,957		1,707,985
Deferred compensation plan assets	Level 1		83,291		73,156
			1,350,248		1,781,141
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments included in current financial assets	Level 2
Cross-currency swaps			8,099		—
Foreign currency forward contracts			12,635		17,027
Interest rate swaps			2,228		—
Long-term derivative financial instruments	Level 2
Cross-currency swaps			27,497		25,362
Foreign currency forward contracts			4,266		8,636
Interest rate swaps			—		6,180
			54,725		57,205
FVOCI
Short-term investments included in current financial assets	Level 2		149		1,473
Long-term bonds included in funds held for clients	Level 2		137,101		148,470
Long-term investments	Level 2		19,784		22,612
			157,034		172,555
Financial liabilities
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments	Level 2
Cross-currency swaps			15,234		5,320
Foreign currency forward contracts			3,685		3,008
Long-term derivative financial instruments	Level 2
Cross-currency swaps			70,992		52,275
Foreign currency forward contracts			5,808		4,347
			95,719		64,950

There were no transfers between Level 1 and Level 2 during the nine months ended June 30, 2021.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2021 and 2020 19