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 October 2002. CGI Group Inc. (Translation of Registrant's Name Into English) 1130 Sherbrooke Street West 5th Floor Montreal, Quebec 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 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 October 21, 2002. 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 and 333-74932. PRESS RELEASE FOR IMMEDIATE PUBLICATION CGI issues unaudited results for fourth quarter ended September 30, 2002 Montreal, Quebec, October 21, 2002 - CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB;) a leading provider of end-to-end information technology and business processing services, today announced unaudited results for its fiscal 2002 fourth quarter ended September 30, 2002. Revenue was CDN$571.9 million, up 23.8% over revenue of $461.9 million reported in last year's fourth quarter. In the fourth quarter, net earnings totalled $35.5 million, or 6.2% of revenue, up 30.3% compared with earnings before amortization of goodwill of $27.3 million in the same period of 2001, which represented 5.9% of revenue. Basic net earnings per share were $0.09 in the fourth quarter, against comparable cash net earnings per share of $0.08 in last year's fourth quarter. It should be noted that in accordance with CICA recommendations, CGI stopped recording amortization of goodwill on October 1, 2001, rendering earnings before amortization of goodwill (cash net earnings) and net earnings equivalent starting in fiscal 2002. Revenue in the fourth quarter was above expectations primarily as a result of contribution from its joint venture with Canada Post Corporation, Innovapost. Given an accelerated start-up phase revenue was realized earlier than initially anticipated. CGI will announce audited results for the fiscal year ended September 30, 2002 on Tuesday, November 5, 2002 before the markets open. Individuals may listen to the Company's quarterly conference call at 9:00 am ET by dialing (888) 740-9683 or through the Internet at www.cgi.com. About CGI Founded in 1976, CGI is the fourth largest independent information technology services firm in North America, based on its headcount. CGI and its affiliated companies employ 14,600 professionals. CGI's annualized revenue run-rate totals CDN$2.3 billion (US$1.5 billion). CGI provides end-to-end IT services and business solutions to more than 3,000 clients worldwide from more than 60 offices. CGI's shares are listed on the TSX (GIB.A) and the NYSE (GIB). They are included in the TSX 100 Composite Index as well as the S&P/TSX Canadian Information Technology and Canadian MidCap Indices. Website: www.cgi.com 2 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 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 revenue from outsourcing contracts are forward-looking statements. CGI disclaims any intention or 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 Julie Creed Vice-president, Investor Relations (312) 201-4803 Ronald White Director, Investor Relations (514) 841-3230 Media relations Eileen Murphy Director, Media Relations (514) 841-3430 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: October 21, 2002 By /s/ Paule Dore Name: Paule Dore Title: Executive Vice-President and Chief Corporate Officer and Secretary