Fiscal 2024
results
Contents
1 Management’s Discussion
and Analysis
71 Management’s and
Auditors’ Reports
76 Consolidated
Financial Statements
138 Shareholder Information
November 6, 2024
BASIS OF PRESENTATION
This Management’s Discussion and Analysis of the Financial Position and Results of Operations (MD&A) is a responsibility of
management and has been reviewed and approved by the Board of Directors. This MD&A has been prepared in accordance
with the rules and regulations of the Canadian Securities Administrators. The Board of Directors is ultimately responsible for
reviewing and approving the MD&A. The Board of Directors carries out this responsibility mainly through its Audit and Risk
Management Committee, which is appointed by the Board of Directors and is comprised entirely of independent and financially
literate directors.
Throughout this document, CGI Inc. is referred to as “CGI”, “we”, “us”, “our” or “Company”. This MD&A provides information
management believes is relevant to an assessment and understanding of the consolidated results of operations and financial
condition of the Company. This document should be read in conjunction with the audited consolidated financial statements and
the notes thereto for the years ended September 30, 2024 and 2023. CGI’s accounting policies are in accordance with
International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards
Board (IASB). All dollar amounts are in Canadian dollars unless otherwise noted.
MATERIALITY OF DISCLOSURES
This MD&A includes information we believe is material to investors. We consider something to be material if it results in, or
would reasonably be expected to result in, a significant change in the market price or value of our shares, or if it is likely that a
reasonable investor would consider the information to be important in making an investment decision.
FORWARD-LOOKING STATEMENTS
This MD&A contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking
statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable
United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the
safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements
include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance,
and strategy, as well as any other information or statements that relate to future events or circumstances and which do not
directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words
such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”,
“potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These
information and statements are based on our perception of historic trends, current conditions and expected future
developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances.
Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many
are beyond the control of the Company, and which give rise to the possibility that actual results could differ materially from our
expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and
uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients,
which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-
related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our
ability to develop and expand our services to address emerging business demands and technology trends (such as artificial
intelligence), to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as
risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in
worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or
suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our
ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect
receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to
achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions, as well as
the reputational and financial risks attendant to cybersecurity breaches and other incidents, including through the use of
artificial intelligence, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, our ability to
Management’s Discussion and Analysis
declare and pay dividends, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks
identified or incorporated by reference in this MD&A and in other documents that we make public, including our filings with the
Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on
EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this MD&A are
made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking
information or forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-
looking statements are based were reasonable as at the date of this MD&A, readers are cautioned not to place undue reliance
on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and
statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic
priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information
may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ
significantly from our current expectations may be found in section 10 - Risk Environment, which is incorporated by reference
in this cautionary statement. We also caution readers that the risks described in the previously mentioned section and in other
sections of this MD&A are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial
performance, cash flows, business or reputation.
2 — Management’s Discussion and Analysis
KEY PERFORMANCE MEASURES
The reader should note that the Company reports its financial results in accordance with IFRS Accounting Standards.
However, we use a combination of GAAP, non-GAAP and supplementary financial measures and ratios to assess the
Company’s performance. The non-GAAP measures used in this MD&A do not have any standardized meaning prescribed by
IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other issuers.
These measures should be considered as supplemental in nature and not as a substitute for the related financial information
prepared in accordance with IFRS Accounting Standards.
The table below summarizes our most relevant key performance measures:
Growth
Revenue prior to foreign currency impact (non-GAAP) – is a measure of revenue before foreign
currency translation impacts. This is calculated by translating current period results in local currency
using the conversion rates in the equivalent period from the prior year. Given that we have a strong
presence globally and are affected by most major international currencies, management believes that it is
helpful to adjust revenue to exclude the impact of currency fluctuations to facilitate period-to-period
comparisons of business performance and that this measure is useful for investors for the same reason.
A reconciliation of the revenue prior to foreign currency impact to its closest IFRS Accounting Standards
measure can be found in sections 3.4. and 5.4. of the present document.
Constant currency revenue growth (non-GAAP) – is a measure of revenue growth before foreign
currency translation impacts. This is calculated by translating current period results in local currency
using the conversion rates in the equivalent period from the prior year. Management believes its use of
this measure is helpful for investors to facilitate period-to-period comparisons of our business growth.
Bookings – are new binding contractual agreements including wins, extensions and renewals. In
addition, our bookings are comprised of committed spend and estimates from management that are
subject to change, including demand-driven usage, such as volume-based and time and material
contracts, as well as price indexation and option years. Management evaluates factors such as prices
and past history to support its estimates. Management believes that it is a key indicator of the volume of
our business over time and potential future revenue and that it is useful trend information to investors for
the same reason. Information regarding our bookings is not comparable to, nor should it be substituted
for, an analysis of our revenue. Additional information on bookings can be found in sections 3.1. and 5.1.
of the present document.
Backlog – includes bookings, backlog acquired through business acquisitions, backlog consumed during
the period as a result of client work performed as well as the impact of foreign currencies to our existing
contracts. Backlog incorporates estimates from management that are subject to change and are mainly
driven from bookings. Backlog is adjusted when there are reductions in contractual commitments,
resulting from client decisions, such as contract terminations. Management tracks this measure as it is a
key indicator of our best estimate of contracted revenue to be realized in the future and believes that this
measure is useful trend information to investors for the same reason.
Book-to-bill ratio – is a measure of the proportion of the value of our bookings to our revenue in the
quarter. This metric allows management to monitor the Company’s business development efforts during
the quarter to grow our backlog and our business over time and management believes that this measure
is useful for investors for the same reason.
Book-to-bill ratio trailing twelve months – is a measure of the proportion of the value of our bookings
to our revenue over the last trailing twelve-month period as management believes that monitoring the
Company's bookings over a longer period is a more representative measure as the services and contract
type, size and timing of bookings could cause this measurement to fluctuate significantly if taken for only
a three-month period and as such is useful for investors for the same reason. Management's objective is
to maintain a target ratio greater than 100% over a trailing twelve-month period.
FISCAL 2024 RESULTS — 3
Profitability
Specific items – include acquisition-related and integration costs and the cost optimization program.
Acquisition-related costs mainly include third-party professional fees incurred to close acquisitions.
Integration costs are mainly comprised of expenses due to redundancy of employment and contractual
agreements, cancellation of acquired leased premises and costs related to the integration towards the
CGI operating model. The cost optimization program mainly includes costs related to termination of
employment and vacated leased premises.
Earnings before income taxes – is a measure of earnings generated for shareholders before income
taxes.
Earnings before income taxes margin – is obtained by dividing our earnings before income taxes by
our revenues. Management believes a percentage of revenue measure is meaningful for better
comparability from period-to-period.
Adjusted EBIT (non-GAAP) – is a measure of earnings excluding specific items, net finance costs and
income tax expense. Management believes its use of this measure, which excludes items that are non-
related to day-to-day operations, such as the impact of specific items, capital structure and income taxes,
is helpful to investors to better evaluate the Company's core operating performance. This measure also
allows for better comparability from period-to-period and trend analysis. A reconciliation of the adjusted
EBIT to its closest IFRS Accounting Standard measure can be found in sections 3.6. and 5.6. of the
present document.
Adjusted EBIT margin (non-GAAP) – is obtained by dividing our adjusted EBIT by our revenues.
Management believes its use of this measure, which evaluates our core operating performance before
specific items, capital structure and income taxes when compared to our revenues, is relevant to
investors for better comparability from period-to-period. This measure demonstrates the Company's
ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the
adjusted EBIT to its closest IFRS Accounting Standards measure can be found in sections 3.6. and 5.6.
of the present document.
Net earnings – is a measure of earnings generated for shareholders.
Net earnings margin – is obtained by dividing our net earnings by our revenues. Management believes
a percentage of revenue measure is meaningful for better comparability from period-to-period.
Diluted earnings per share (diluted EPS) – is a measure of net earnings generated for shareholders on
a per share basis, assuming all dilutive elements are exercised. See note 21 of our audited consolidated
financial statements for additional information on earnings per share.
Net earnings excluding specific items (non-GAAP) – is a measure of net earnings excluding
acquisition-related and integration costs and the cost optimization program. Management believes its use
of this measure best demonstrates to investors the net earnings generated from our day-to-day
operations by excluding specific items, for better comparability from period-to-period. A reconciliation of
the net earnings excluding specific items to its closest IFRS Accounting Standards measure can be found
in sections 3.8.3. and 5.6.1. of the present document.
Net earnings margin excluding specific items (non-GAAP) – is obtained by dividing our net earnings
excluding specific items by our revenues. Management believes its use of this measure, which evaluates
our core operating performance when compared to our revenues, is relevant to investors to assess their
returns and for better comparability from period-to-period. This measure demonstrates the Company's
ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the
net earnings excluding specific items to its closest IFRS Accounting Standards measure can be found in
sections 3.8.3. and 5.6.1. of the present document.
4 — Management’s Discussion and Analysis
Diluted earnings per share excluding specific items (non-GAAP) – is defined as the net earnings
excluding specific items on a per share basis. Management believes its use of this measure is useful for
investors as excluding specific items best reflects the Company's ongoing operating performance on a
per share basis and allows for better comparability from period-to-period. The diluted earnings per share
reported in accordance with IFRS Accounting Standards can be found in sections 3.8. and 5.6. of the
present document while the basic and diluted earnings per share excluding specific items can be found in
sections 3.8.3. and 5.6.1. of the present document.
Effective tax rate excluding specific items (non-GAAP) – is obtained by dividing our income tax
expense by earnings before income taxes, before specific items. Management believes its use of this
measure allows for better comparability from period-to-period of its effective tax rate on its operations,
and is useful for investors for the same reason. A reconciliation of the effective tax rate excluding specific
items to its closest IFRS Accounting Standards measure can be found in sections 3.8.3. and 5.6.1. of the
present document.
Liquidity
Cash provided by operating activities – is a measure of cash generated from managing our day-to-
day business operations. Management believes strong operating cash flow is indicative of financial
flexibility, allowing us to execute the Company's growth strategy.
Cash provided by operating activities as a percentage of revenue – is obtained by dividing our cash
provided by operating activities by our revenues. Management believes strong operating cash flow
compared to our revenues is a key indicator of our financial flexibility to execute the Company's growth
strategy.
Days sales outstanding (DSO) – is the average number of days needed to convert our trade
receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade
accounts receivable and work in progress; the result is divided by our most recent quarter’s revenue over
90 days. Management tracks this metric closely to ensure timely collection and healthy liquidity.
Management believes that this measure is useful for investors as it demonstrates the Company's ability
to timely convert its trade receivables and work in progress into cash.
Capital Structure
Net debt (non-GAAP) – is obtained by subtracting from our debt and lease liabilities, our cash and cash
equivalents, short-term investments, long-term investments and adjusting for fair value of foreign
currency derivative financial instruments related to debt. Management believes its use of the net debt
metric to monitor the Company's financial leverage is useful for investors as it provides insight into its
financial strength. A reconciliation of net debt to its closest IFRS Accounting Standards measure can be
found in section 4.5. of the present document.
Net debt to capitalization ratio (non-GAAP) – is a measure of our level of financial leverage and is
obtained by dividing the net debt by the sum of shareholders' equity and net debt. Management believes
its use of the net debt to capitalization ratio is useful for investors as it monitors the proportion of debt
versus capital used to finance the Company's operations.
Return on invested capital (ROIC) (non-GAAP) – is a measure of the Company’s efficiency at
allocating the capital under its control to profitable investments and is calculated as the proportion of the
net earnings excluding net finance costs after-tax for the last twelve months, over the last four quarters'
average invested capital, which is defined as the sum of shareholders' equity and net debt. Management
believes its use of this ratio is useful for investors as it assesses how well it is using its capital to
generate returns.
FISCAL 2024 RESULTS — 5
REPORTING SEGMENTS
The Company is managed through the following nine operating segments: Western and Southern Europe (primarily France,
Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central
Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and
Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of
Excellence (mainly India and Philippines) (Asia Pacific).
Effective October 1, 2023, as part of the Cost Optimization Program (see section 3.6.2. of the present document), the
Company centralized some internal administrative activities under a corporate function, which were previously presented in
revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the
comparative period to conform with this change.
See sections 3.4., 3.7., 5.4. and 5.5. of the present document and to note 29 of our audited consolidated financial statements
for additional information on our segments.
6 — Management’s Discussion and Analysis
MD&A OBJECTIVES AND CONTENTS
In this document, we:
•
Provide a narrative explanation of the audited consolidated financial statements through the eyes of management;
•
Provide the context within which the audited consolidated financial statements should be analyzed, by giving
enhanced disclosure about the dynamics and trends of the Company’s business; and
•
Provide information to assist the reader in ascertaining the likelihood that past performance may be indicative of
future performance.
In order to achieve these objectives, this MD&A is presented in the following main sections:
Section
Contents
Pages
1.
Corporate
1.1. About CGI
9
Overview
1.2. Vision and Strategy
10
1.3. Competitive Environment
12
2.
Highlights and Key
2.1. Selected Yearly Information and Key Performance Measures
13
Performance
2.2. Stock Performance
14
Measures
2.3. Investment in Subsidiaries
16
2.4. Long-Term Issuer Credit Rating and Notes Issuance
16
3.
Financial Review
3.1. Bookings and Book-to-Bill Ratio
17
3.2. Foreign Exchange
18
3.3. Revenue Distribution
19
3.4. Revenue by Segment
20
3.5. Operating Expenses
23
3.6. Earnings Before Income Taxes
24
3.7. Adjusted EBIT by Segment
25
3.8. Net Earnings and Earnings Per Share
27
4.
Liquidity
4.1. Consolidated Statements of Cash Flows
29
4.2. Capital Resources
33
4.3. Contractual Obligations
33
4.4. Financial Instruments and Hedging Transactions
33
4.5. Selected Measures of Capital Resources and Liquidity
34
4.6. Guarantees
35
4.7. Capability to Deliver Results
35
FISCAL 2024 RESULTS — 7
Section
Contents
Pages
5. Fourth Quarter
5.1. Bookings and Book-to-Bill Ratio
36
Results
5.2. Foreign Exchange
37
5.3. Revenue Distribution
38
5.4. Revenue by Segment
39
5.5. Adjusted EBIT by Segment
42
5.6. Net Earnings and Earnings Per Share
44
5.7. Consolidated Statements of Cash Flows
46
6. Eight Quarter Summary
A summary of the past eight quarters' key performance measures and a
discussion of the factors that could impact our quarterly results
48
7. Changes in Accounting
Policies
A summary of accounting standards adopted and future accounting standard
changes.
50
8. Critical Accounting
Estimates
A discussion of the critical accounting estimates made in the preparation of the
audited consolidated financial statements.
52
9. Integrity of Disclosure
A discussion of the existence of appropriate information systems, procedures
and controls to ensure that information used internally and disclosed externally
is complete and reliable.
55
10. Risk Environment
10.1. Risks and Uncertainties
57
10.2. Legal Proceedings
70
8 — Management’s Discussion and Analysis
1. Corporate Overview
1.1. ABOUT CGI
Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading IT and business consulting services firm with
approximately 90,250 consultants and professionals worldwide. We use the power of technology to help clients accelerate
their holistic digital transformation.
CGI has a people-centered culture, operating where our clients live and work to build trusted relationships and to advance our
shared communities. Our consultants and professionals are committed to providing actionable insights that help clients
achieve their business outcomes. CGI’s global delivery centers complement our proximity-based teams, offering clients added
options that deliver scale, innovation and delivery excellence in every engagement.
End-to-end services and solutions
CGI delivers end-to-end services that help clients achieve the highest returns on their digital investments. We call this ROI-led
digitization. Our insights-driven end-to-end services and solutions work together to help clients design, implement, run and
operate the technology critical to achieving their business strategies. Our portfolio encompasses:
i.
Business and strategic IT consulting, and systems integration services: CGI helps clients drive sustainable
value in critical consulting areas, including strategy, organization and change management, core operations and
technology. Within each of these areas, our consultants also deliver a broad range of business offerings to address
client executives' priorities, including designing and advancing strategies for the responsible use of artificial
intelligence (AI), sustainable supply chain management, environmental, social and governance (ESG), mergers and
acquisitions, and more. In the area of systems integration, we help clients accelerate the enterprise modernization
of their legacy systems and adopt new technologies to drive innovation and deliver real-time and insight-driven
customer and citizen services.
ii.
Managed IT and business process services: Working as an extension of our clients’ organizations, we take on
full or partial responsibility for managing their IT functions, freeing them up to focus on their strategic business
direction. Our services enable clients to reinvest, alongside CGI, in the successful execution of their digital
transformation roadmaps. We help them increase agility, scalability and resilience; deliver operational efficiencies,
innovations and reduced costs; and embed security and data privacy controls. Typical services include: application
development, modernization and maintenance; holistic enterprise digitization, automation, hybrid and cloud
management; and business process services.
iii.
Intellectual property (IP) business solutions: CGI's portfolio of IP solutions are highly configurable “business
platforms as a service” that are embedded within our end-to-end service offerings and utilize integrated security,
data privacy practices, provider-neutral cloud approaches, and advanced AI capabilities to provide immediate
benefits to clients. We invest in, and deliver, market-leading IP to drive business outcomes within each of our target
industries. We also collaborate with clients to build and evolve IP-based solutions while enabling a higher degree of
flexibility and customization for their unique modernization and digitization needs.
Deep industry and technology expertise
CGI has long-standing and focused practices in all of its core industries, providing clients with a partner that is not only an
expert in IT, but also an expert in their respective industries. This combination of business knowledge and digital technology
expertise allows us to help our clients navigate complex challenges and focus on value creation. In the process, we evolve the
services and solutions we deliver within our targeted industries and provide thought leadership, blueprints, frameworks and
technical accelerators that help client evolve their ecosystems.
Our targeted industries include financial services (including banking and insurance), government (including space),
manufacturing, retail and distribution (including consumer services, transportation and logistics), communications and utilities
(including energy and media), and health (including life sciences). To help orchestrate our global posture across these
industries, our leaders regularly participate in cabinet meetings and councils to advance the strategies, services and solutions
we deliver to our clients.
FISCAL 2024 RESULTS — 9
Helping clients leverage technology to its fullest
Macro trends such as supply chain reconfiguration, climate change and energy transition, and demographic shifts including
aging populations and talent shortages require new business models and ways of working. At the same time, technology is
reshaping our future and creating new opportunities.
Accelerating digitization provides the inclusive, economically vibrant, and sustainable future our clients’ customers and citizens
demand. Leveraging technology to its fullest helps clients to lead within their industries. Our end-to-end digital services,
industry and technology expertise, and operational excellence combine to help clients advance their holistic digital
transformation.
Through our proprietary Voice of Our Clients research, we analyzed the characteristics of leading digital organizations and
found these common attributes:
•
Strategic alignment and business agility: Digital leaders have highly agile business models to address digitization
and are better at aligning and integrating business and IT operations to support and execute strategy.
•
Digitization: They have mature strategies to leverage data and digitization to achieve business model resilience, are
less challenged by legacy systems, and extend their digitization strategy to their external ecosystem.
•
Data, automation and AI: They adopt a holistic data strategy for the enterprise and ecosystem and have a higher
rate of being in progress with or having implemented both traditional and generative AI.
•
Data privacy and protection: They produce greater results from their data privacy and protection strategy, which
also extends to their external ecosystem. Their cybersecurity programs are highly mature in terms of connected
assets.
Digital leaders across industries seek new ways to evolve their strategy and operational models and use technology and
information to improve how they operate, deliver products and services, and create value.
CGI helps clients adopt leading digital attributes and design, manage, protect and evolve their digital value chains to
accelerate business outcomes.
Quality processes
Our clients expect consistent service wherever and whenever they engage us. We have an outstanding track record of on-
time, within-budget delivery as a result of our commitment to excellence and our robust governance model - CGI's
Management Foundation.
Our Management Foundation provides a common business language, frameworks and practices for managing operations
consistently across the globe, driving continuous improvement. We also invest in rigorous quality and service delivery
standards including the International Organization for Standardization (ISO) and Capability Maturity Model Integration (CMMI)
certification programs, as well as a comprehensive Client Satisfaction Assessment Program, with signed client assessments,
to ensure high satisfaction on an ongoing basis.
1.2. VISION AND STRATEGY
CGI is unique compared to most companies, as our vision is based on a dream: “To create an environment in which we enjoy
working together and, as owners, contribute to building a company we can be proud of.” This dream has motivated us since
our founding in 1976 and drives our vision: “To be a global, world-class end-to-end IT and business consulting services leader
helping our clients succeed.”
In pursuing our dream and vision, CGI has been highly disciplined throughout its history in executing a Build and Buy profitable
growth strategy comprised of four pillars that combine profitable organic growth (Build) and accretive acquisitions (Buy):
Pillar 1: Win, renew and extend contracts
Pillar 2: New large managed IT and business process services contracts
10 — Management’s Discussion and Analysis
These first two pillars relate to driving profitable organic growth through the pursuit of contracts with new and existing clients in
our targeted industries. As such, CGI engages with new and existing clients on four levers in our portfolio of end-to-end
services and solutions: Business and Strategic IT Consulting, Systems Integration, Managed Services and IP-based services.
Successes in these pillars reflect the strength of our end-to-end portfolio of capabilities, the depth of expertise of our
consultants in business and IT, client satisfaction in our delivery excellence, and the appreciation of the proximity model by our
clients, both existing and potential.
Pillar 3: Metro market acquisitions
Pillar 4: Large, transformational acquisitions
The third and fourth pillars focus on growth through accretive acquisitions. The third pillar for metro market acquisitions
complements the proximity model and helps to provide a fuller range of end-to-end services. The fourth pillar for large
transformational acquisitions helps to further expand our geographic footprint and reach the critical mass required to compete
for large managed IT and business process services contracts and broaden our client relationships. Both the third and fourth
pillars are supported by three levers. First, is our range of end-to-end services that allow us to consider a broad range of
acquisitions. A second lever is CGI's industry sector mix that helps us mirror the IT spend of each metro market over time. A
final lever across pillars three and four focuses on IP-based services firms that offer consulting services and managed services
that leverage their solutions.
CGI will continue to be a consolidator in the IT and business consulting services industry by being active across these four
pillars.
Executing our strategy
CGI’s strategy is executed through a business model that combines client proximity with an extensive global delivery network
to deliver the following benefits:
• Local relationships and accountability: We live and work near our clients to provide a high level of
responsiveness, partnership, and innovation. Our local consultants and professionals speak our clients' language,
understand their business and industries, and collaborate to meet their goals and advance their business.
• Global reach: Our local presence is complemented by an expansive global delivery network that ensures our
clients have 24/7 access to best-fit digital capabilities and resources to meet their end-to-end needs. In addition,
clients benefit from our unique combination of industry domain and technology expertise within our global delivery
model.
• Committed experts: Two of our key strategic goals are to be our clients’ partner and expert of choice. To achieve
this, we invest in developing and recruiting professionals with extensive industry, business and in-demand technology
expertise. Individually and collectively, each of our experts embody partnership behaviors in all they do by being
consultative and building trusted relationships with each other, our clients, shareholders, and within our communities.
In addition, a majority of consultants and professionals are also owners through our Share Purchase Plan, which,
combined with the Profit Participation Plan, provide an added level of commitment to the success of our clients.
• Everyday innovation: Our approach to client engagements is to continuously bring forward actionable insights that
support clients’ ROI-led digitization priorities. Through our client satisfaction program, we regularly assess the degree
to which clients find that CGI introduced applicable innovation to the engagements we deliver for them, including
through our ideas, processes, tools and offerings. We also scale innovative solutions co-created with clients through a
global governance model.
• Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction
assessments has resulted in a consistent track record of on-time and within-budget project delivery. With regular
reviews of engagements and transparency at all levels, the Company ensures that client objectives and its own
FISCAL 2024 RESULTS — 11
quality objectives are consistently followed at all times. This thorough process enables CGI to generate continuous
improvements for all stakeholders by applying corrective measures as soon as they are required.
• ESG strategy: At CGI, our ESG strategy is key to contributing to our strategic goal to be recognized by our
stakeholders as an engaged, ethical and responsible corporate citizen within our communities. Our commitments
align with the United Nations (UN) Global Compact’s 10 principles and the Science Based Target initiative (SBTi) and
we are recognized by leading international indices, including EcoVadis, Carbon Disclosure Project (CDP) and Dow
Jones Sustainability Indices (DJSI). We prioritize partnerships with clients, while also collaborating with educational
institutions and local organizations, on three global priorities: people, communities and climate. We demonstrate our
commitment to a sustainable world through projects delivered in collaboration with clients and through operating
practices, supply chain management, and community service activities.
1.3. COMPETITIVE ENVIRONMENT
As market dynamics and industry trends continue to increase client demand for ROI-led digitization, CGI is well-positioned to
serve as a digital partner and expert of choice. We work with clients across the globe to implement digital strategies, roadmaps
and solutions that help clients transform the customer/citizen experience, drive the launch of new products and services, and
deliver efficiencies and cost savings.
CGI’s competition is comprised of a variety of firms, from local companies providing specialized services and software,
government pure-plays to global business consulting and IT services providers. All of these players are competing to deliver
some or all of the services we provide.
Many factors distinguish the industry leaders, including the following:
• Depth and breadth of industry and technology expertise;
• Local presence and strength of client relationships;
• Extensive and flexible global delivery network, including onshore, nearshore and offshore options;
• Breadth of digital IP solutions;
• Total cost of services and value delivered;
• Ability to deliver practical innovation for measurable results; and
• Consistent on-time, within-budget delivery everywhere clients operate.
CGI is one of the leaders in the industry with respect to the combination of these factors. CGI is one of few firms with the scale,
reach, and capabilities to meet clients’ enterprise business and technology needs.
12 — Management’s Discussion and Analysis
2. Highlights and Key Performance Measures
2.1. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES
As at and for the years ended September 30,
2024
2023
2022
Change
2024 / 2023
Change
2023 / 2022
In millions of CAD unless otherwise noted
Growth
Revenue
14,676.2
14,296.4
12,867.2
379.8
1,429.2
Year-over-year revenue growth
2.7%
11.1%
6.1%
Constant currency revenue growth
0.9%
8.0%
10.5%
Backlog1
28,724
26,059
24,055
2,665
2,004
Bookings
16,044
16,259
13,966
(215)
2,293
Book-to-bill ratio
109.3%
113.7%
108.5%
(4.4%)
5.2%
Profitability
Earnings before income taxes
2,291.0
2,197.9
1,967.0
93.1
230.9
Earnings before income taxes margin
15.6%
15.4%
15.3%
0.2%
0.1%
Adjusted EBIT2
2,415.8
2,312.7
2,086.6
103.1
226.1
Adjusted EBIT margin
16.5%
16.2%
16.2%
0.3%
—%
Net earnings
1,692.7
1,631.2
1,466.1
61.5
165.1
Net earnings margin
11.5%
11.4%
11.4%
0.1%
—%
Diluted EPS (in dollars)
7.31
6.86
6.04
0.45
0.82
Net earnings excluding specific items2
1,765.9
1,680.0
1,487.9
85.9
192.1
Net earnings margin excluding specific items
12.0%
11.8%
11.6%
0.2%
0.2%
Diluted EPS excluding specific items (in dollars)2
7.62
7.07
6.13
0.55
0.94
Liquidity
Cash provided by operating activities
2,205.0
2,112.2
1,865.0
92.8
247.2
As a percentage of revenue
15.0%
14.8%
14.5%
0.2%
0.3%
Days sales outstanding
41
44
49
(3)
(5)
Capital structure
Long-term debt and lease liabilities3
3,308.4
3,742.3
3,976.2
(433.9)
(233.9)
Net debt2
1,819.8
2,134.6
2,946.9
(314.8)
(812.3)
Net debt to capitalization ratio
16.2%
20.4%
28.8%
(4.2%)
(8.4%)
Return on invested capital
16.0%
16.0%
15.7%
—%
0.3%
Balance sheet
Cash and cash equivalents, and short-term investments
1,464.4
1,575.6
972.6
(111.2)
603.0
Total assets
16,685.5
15,799.5
15,175.4
886.0
624.1
Long-term financial liabilities4
3,176.9
2,386.2
3,731.3
790.7
(1,345.1)
1
Approximately $11.4 billion of our backlog as at September 30, 2024 is expected to be converted into revenue within the next twelve months, $9.3 billion
within one to three years, $3.5 billion within three to five years and $4.5 billion in more than five years.
2
See sections on Adjusted EBIT by Segment, Net Earnings and Earnings per Share Excluding Specific Items and Selected Measures of Capital Resources
and Liquidity sections of each year's respective MD&A for the reconciliation of non-GAAP financial measures.
3
Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.
4
Long-term financial liabilities include the long-term portion of the debt, long-term portion of lease liabilities and the long-term derivative financial instruments.
FISCAL 2024 RESULTS — 13
2.2. STOCK PERFORMANCE
2.2.1. Fiscal 2024 Trading Summary
CGI’s shares are listed on the Toronto Stock Exchange (TSX) (stock quote – GIB.A) and the New York Stock Exchange
(NYSE) (stock quote – GIB) and are included in key indices such as the S&P/TSX 60 Index.
TSX
(CAD)
NYSE
(USD)
Open:
133.85
Open:
98.10
High:
160.40
High:
118.89
Low:
129.00
Low:
93.07
Close:
155.62
Close:
114.96
CDN average daily trading volumes1:
558,315
NYSE average daily trading volumes:
149,488
1
Includes the average daily volumes of both the TSX and alternative trading systems.
14 — Management’s Discussion and Analysis
160.00
150.00
140.00
130.00
120.00
110.00
100.00
90.00
5
4
3
2
1
0
Daily Trade Volume 1
Closing Price
CGI Stock Price (TSX) for the Last Twelve Months
Q1 2024
Q2 2024
Q3 2024
Q4 2024
Volume (in millions)
Stock Price (CAD)
2.2.2. Normal Course Issuer Bid (NCIB)
On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the
TSX for the renewal of its NCIB, which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting
shares (Class A Shares) representing 10% of the Company’s public float as of the close of business on January 23, 2024.
Class A Shares may be purchased for cancellation under the NCIB commencing on February 6, 2024, until no later than
February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A Shares
allowable under the NCIB or elects to terminate the bid.
During the year ended September 30, 2024, the Company purchased for cancellation 6,528,608 Class A Shares for a total
cash consideration of $925.2 million, at a weighted average price of $141.72 under the previous and current NCIB. The
purchased shares included 1,674,930 Class A Shares purchased for cancellation on February 23, 2024 from the Founder and
Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, for a total cash consideration
of $250.0 million, and 2,887,878 Class A Shares purchased for cancellation on May 27, 2024 from Caisse de dépôt et
placement du Québec (CDPQ), for a total cash consideration of $400.0 million, both by way of private agreements. The
repurchase transaction from the Founder and Executive Chairman of the Board of the Company was reviewed and
recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an
external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board
of Directors. The purchases were made pursuant to two exemption orders issued by the Autorité des marchés financiers and
are considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.
In addition, the Company paid for and cancelled 68,550 Class A Shares under the previous NCIB for a total consideration of
$9.2 million, which were purchased but were neither paid nor cancelled as at September 30, 2023.
On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by
public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares.
This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to
repurchases and issuances of equity that occurred on or after January 1, 2024. As of September 30, 2024, the Company has
complied with this new legislation, and recorded $13.6 million of accrued liabilities related to shares repurchased net of
issuance of stock options, with a corresponding reduction to retained earnings.
As at September 30, 2024, the Company could purchase up to 14,803,829 Class A Shares for cancellation under its current
NCIB.
2.2.3. Capital Stock and Options Outstanding
The following table provides a summary of the Capital Stock and Options Outstanding as at November 1, 2024:
Capital Stock and Options Outstanding
As at November 1, 2024
Class A subordinate voting shares
203,856,403
Class B shares (multiple voting)
24,122,758
Options to purchase Class A subordinate voting shares
3,780,287
2.2.4. Dividends
On November 5, 2024, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A Shares
and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on December 20, 2024 to shareholders of
record as of the close of business on November 20, 2024. The dividend is designated as an “eligible dividend” for Canadian
tax purposes.
Future dividends and the amounts will be at the discretion of the Board of Directors after taking into account the Company’s
cash flow, earnings, financial position, market conditions and other factors the Board of Directors deems relevant, and will be
communicated on a quarterly basis.
FISCAL 2024 RESULTS — 15
2.3. INVESTMENT IN SUBSIDIARIES
On October 10, 2023, the Company acquired Momentum Consulting Corp., an IT and business consulting firm specializing in
digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida for a
total purchase price of $53.3 million. The acquisition added approximately 175 professionals to the Company.
On July 3, 2024, the Company acquired the assets of Celero Solutions' credit union business, consisting of master services
agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a total
purchase price of $19.1 million. The acquisition added more than 150 professionals to the Company.
On September 13, 2024, the Company acquired Aeyon LLC (Aeyon), a digital transformation, data management and analytics,
and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna,
Virginia, for a total purchase price of $317.8 million. The acquisition added approximately 725 professionals to the Company.
The Company completed these acquisitions for a total purchase price of $390.2 million.
2.4. LONG-TERM ISSUER CREDIT RATING AND NOTES ISSUANCE
In July 2024, Moody’s Investors Service, Inc. ("Moody's") upgraded CGI's issuer credit rating from Baa1 to A3. S&P Global
Ratings ("S&P") maintained CGI's issuer credit rating at BBB+.
Rating Agency
Long-Term Issuer Credit Ratings 1,2
Outlook
Moody's
A3
Stable
S&P
BBB+
Stable
1
As at September 30, 2024.
2
These credit ratings are not recommendations to buy, sell or hold any of the securities referred to, and they may be revised or withdrawn at any time by the
assigning rating agency. Ratings are determined by the rating agencies based on criteria established from time to time by them, and they do not comment
on market price or suitability for a particular investor.
Issuance of senior unsecured notes
On September 5, 2024, we issued $750.0 million in aggregate principal amount of senior unsecured notes, consisting of
$300.0 million aggregate principal amount of 3-year notes and $450.0 million aggregate principal amount of 5-year notes, with
the details below:
Notional Amount
Maturity
Coupon Rate
2024 3-year CAD Senior Notes1
$300.0 million
September 7, 2027
3.987 %
2024 5-year CAD Senior Notes2
$450.0 million
September 5, 2029
4.147 %
1
Interest payable semi-annually on March 7 and on September 7 until maturity.
2
Interest payable semi-annually on March 5 and on September 5 until maturity.
The aggregate net proceeds of the issuances, which were $747.1 million, were mainly used to repay existing indebtedness
and for general corporate purposes. The existing indebtedness included senior unsecured notes, which matured on September
12, 2024, in the amount of US$350.0 million.
16 — Management’s Discussion and Analysis
3. Financial Review
3.1. BOOKINGS AND BOOK-TO-BILL RATIO
Bookings for the year were $16.0 billion representing a book-to-bill ratio of 109.3%. The breakdown of the new bookings
signed during the year is as follows:
Information regarding our bookings is a key indicator of the volume of our business over time. Additional information on
bookings can be found in the Key Performance Measures section of the present document. The following table provides a
summary of the bookings and book-to-bill ratio by segment:
In thousands of CAD except for percentages
Bookings for the year ended
September 30, 2024
Book-to-bill ratio for the year
ended September 30, 2024
Total CGI
16,044,075
109.3%
Western and Southern Europe
2,925,526
114.8%
U.S. Commercial and State Government
2,565,279
99.8%
U.S. Federal
2,279,672
113.4%
Canada
2,277,135
102.9%
Scandinavia and Central Europe
2,068,257
117.5%
U.K. and Australia
2,053,642
114.5%
Finland, Poland and Baltics
1,001,553
109.8%
Northwest and Central-East Europe
873,011
100.6%
FISCAL 2024 RESULTS — 17
Contract Type
B
A
B
A
Service Type
Segment
A
B
C
D
E
F
G
H
A
B
C
D
E
Vertical Market
A
A
B
B
Extensions,
renewals and
add-ons
70%
Managed IT and
business process
services
59%
Business and
strategic IT consulting
and systems
integration services
41%
New business
30%
A
B
C
D
E
Western and Southern
Europe
18%
U.K. and Australia
13%
Canada
14%
Scandinavia and
Central Europe
13%
U.S. Commercial and
State Government
16%
Finland, Poland and
Baltics
6%
U.S. Federal
14%
Northwest and
Central-East Europe
6%
A
B
C
D
E
Government
40%
Health
4%
Financial services
19%
MRD
25%
Communications
and utilities
12%
F
G
H
3.2. FOREIGN EXCHANGE
The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS
Accounting Standards, we measure assets, liabilities and transactions that are measured in foreign currencies using various
exchange rates. We report all dollar amounts in Canadian dollars.
Closing foreign exchange rates
As at September 30,
2024
2023
Change
U.S. dollar
1.3515
1.3538
(0.2%)
Euro
1.5064
1.4327
5.1%
Indian rupee
0.0161
0.0162
(0.6%)
British pound
1.8111
1.6530
9.6%
Swedish krona
0.1333
0.1243
7.2%
Average foreign exchange rates
For the years ended September 30,
2024
2023
Change
U.S. dollar
1.3609
1.3485
0.9%
Euro
1.4752
1.4399
2.5%
Indian rupee
0.0163
0.0164
(0.6%)
British pound
1.7253
1.6544
4.3%
Swedish krona
0.1291
0.1270
1.7%
18 — Management’s Discussion and Analysis
3.3. REVENUE DISTRIBUTION
The following charts provide additional information regarding our revenue mix for the year:
3.3.1. Client Concentration
IFRS Accounting Standards guidance on segment disclosures defines a single customer as a group of entities that are known
to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its
various agencies represented 13.6% of our revenue for Fiscal 2024 as compared to 13.5% for Fiscal 2023.
FISCAL 2024 RESULTS — 19
B
A
Service Type
Client
Geography
A
B
C
D
E
F
G
H
A
B
C
D
E
Vertical Market
A
B
C
D
E
F
G
H
U.S.
31%
Germany
7%
Canada
15%
Sweden
5%
France
15%
Finland
6%
U.K.
12%
Rest of the world
9%
A
B
Managed IT and
business process
services
55%
Business and strategic
IT consulting and
systems integration
services
45%
A
B
C
D
E
Government
37%
Health
6%
Financial services
22%
MRD
22%
Communications
and utilities
13%
3.4. REVENUE BY SEGMENT
Our segments are reported based on where the client's work is delivered from within our geographic delivery model.
The table below provides a summary of the year-over-year changes in our revenue, in total and by segment before
eliminations, separately showing the impacts of foreign currency exchange rate variations between Fiscal 2024 and Fiscal
2023. The Fiscal 2023 revenues by segment were recorded reflecting the actual foreign exchange rates for that period. The
foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted
with the prior year’s foreign exchange rates.
For the years ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Total CGI revenue
14,676,152
14,296,360
379,792
2.7%
Constant currency revenue growth
0.9 %
Foreign currency impact
1.8 %
Variation over previous period
2.7%
Western and Southern Europe
Revenue prior to foreign currency impact
2,534,407
2,605,926
(71,519)
(2.7%)
Foreign currency impact
65,791
Western and Southern Europe revenue
2,600,198
2,605,926
(5,728)
(0.2%)
U.S. Commercial and State Government
Revenue prior to foreign currency impact
2,304,734
2,277,996
26,738
1.2%
Foreign currency impact
22,575
U.S. Commercial and State Government revenue
2,327,309
2,277,996
49,313
2.2%
Canada
Revenue prior to foreign currency impact
2,034,371
2,064,659
(30,288)
(1.5%)
Foreign currency impact
624
Canada revenue
2,034,995
2,064,659
(29,664)
(1.4%)
U.S. Federal
Revenue prior to foreign currency impact
1,983,319
1,935,238
48,081
2.5%
Foreign currency impact
18,072
U.S. Federal revenue
2,001,391
1,935,238
66,153
3.4%
Scandinavia and Central Europe
Revenue prior to foreign currency impact
1,626,723
1,648,356
(21,633)
(1.3%)
Foreign currency impact
31,449
Scandinavia and Central Europe revenue
1,658,172
1,648,356
9,816
0.6%
U.K. and Australia revenue
Revenue prior to foreign currency impact
1,519,748
1,455,529
64,219
4.4%
Foreign currency impact
65,085
U.K. and Australia revenue
1,584,833
1,455,529
129,304
8.9%
Finland, Poland and Baltics
Revenue prior to foreign currency impact
834,674
828,951
5,723
0.7%
Foreign currency impact
24,589
Finland, Poland and Baltics revenue
859,263
828,951
30,312
3.7%
20 — Management’s Discussion and Analysis
For the years ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Northwest and Central-East Europe
Revenue prior to foreign currency impact
812,814
755,901
56,913
7.5%
Foreign currency impact
15,912
Northwest and Central-East Europe revenue
828,726
755,901
72,825
9.6%
Asia Pacific
Revenue prior to foreign currency impact
959,311
904,038
55,273
6.1%
Foreign currency impact
(3,166)
Asia Pacific revenue
956,145
904,038
52,107
5.8%
Eliminations
(174,880)
(180,234)
5,354
(3.0%)
For the year ended September 30, 2024, revenue was $14,676.2 million, an increase of $379.8 million or 2.7% over last year.
On a constant currency basis, revenue increased by $128.8 million or 0.9%. The increase in revenue was mainly due to
organic growth within the government, including higher IP-based revenues, and MRD vertical markets, as well as recent
business acquisitions. This was partially offset by lower demand within the financial services and health vertical markets.
3.4.1. Western and Southern Europe
For the year ended September 30, 2024, revenue in the Western and Southern Europe segment was $2,600.2 million, a
decrease of $5.7 million or 0.2% over last year. On a constant currency basis, revenue decreased by $71.5 million or 2.7%.
The change in revenue was mainly due to lower demand within the financial services vertical market, as well as lower demand
and successful completion of projects in the prior year within the MRD vertical market. This was partially offset by organic
growth within the government vertical market and one more available day to bill.
On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services,
generating combined revenues of approximately $1,538 million for the year ended September 30, 2024.
3.4.2. U.S. Commercial and State Government
For the year ended September 30, 2024, revenue in the U.S. Commercial and State Government segment was $2,327.3
million, an increase of $49.3 million or 2.2% over last year. On a constant currency basis, revenue increased by $26.7 million
or 1.2%. The increase in revenue was mainly due to organic growth within the government and MRD vertical markets, a recent
business acquisition and one more available day to bill. This was partially offset by lower demand within the financial services
and health vertical markets, the increased use of our Asia Pacific offshore delivery centers for client work, as well as lower IP
license sales.
On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and
government, generating combined revenues of approximately $1,515 million for the year ended September 30, 2024.
3.4.3. Canada
For the year ended September 30, 2024, revenue in the Canada segment was $2,035.0 million, a decrease of $29.7 million or
1.4% over last year. On a constant currency basis, revenue decreased by $30.3 million or 1.5%. The change in revenue was
mainly due to lower demand in the communications and utilities and financial services vertical markets. This was partially offset
by a recent business acquisition within the financial services vertical market.
On a client geographic basis, the top two Canada vertical markets were financial services, and communications and utilities,
generating combined revenues of approximately $1,372 million for the year ended September 30, 2024.
FISCAL 2024 RESULTS — 21
3.4.4. U.S. Federal
For the year ended September 30, 2024, revenue in the U.S. Federal segment was $2,001.4 million, an increase of $66.2
million or 3.4% over last year. On a constant currency basis, revenue increased by $48.1 million or 2.5%. The increase was
mainly due to organic growth in managed services engagements and a recent business acquisition.
For the year ended September 30, 2024, $1,825.7 million of revenues within the U.S. Federal segment were federal civilian
based.
3.4.5. Scandinavia and Central Europe
For the year ended September 30, 2024, revenue in the Scandinavia and Central Europe segment was $1,658.2 million, an
increase of $9.8 million or 0.6% over last year. On a constant currency basis, revenue decreased by $21.6 million or 1.3%. The
change in revenue was mainly due to lower demand within the communications and utilities and MRD vertical markets. This
was partially offset by profitable organic growth within the government vertical market, including an increase in IP-based
revenue.
On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government,
generating combined revenues of approximately $1,217 million for the year ended September 30, 2024.
3.4.6. U.K. and Australia
For the year ended September 30, 2024, revenue in the U.K. and Australia segment was $1,584.8 million, an increase of
$129.3 million or 8.9% over last year. On a constant currency basis, revenue increased by $64.2 million or 4.4%. The increase
in revenue was mainly due to organic growth across most vertical markets, predominantly within the government vertical
market.
On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and
utilities, generating combined revenues of $1,354 million for the year ended September 30, 2024.
3.4.7. Finland, Poland and Baltics
For the year ended September 30, 2024, revenue in the Finland, Poland and Baltics segment was $859.3 million, an increase
of $30.3 million or 3.7% over last year. On a constant currency basis, revenue increased by $5.7 million or 0.7%. The increase
in revenue was mainly due to organic growth across most vertical markets. This was partially offset by the successful
completion of IP integration projects in the prior year within the health vertical market.
On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were financial services and government,
generating combined revenues of approximately $501 million for the year ended September 30, 2024.
3.4.8. Northwest and Central-East Europe
For the year ended September 30, 2024, revenue in the Northwest and Central-East Europe segment was $828.7 million, an
increase of $72.8 million or 9.6% over last year. On a constant currency basis, revenue increased by $56.9 million or 7.5%.
The increase in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based
revenue.
On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government,
generating combined revenues of approximately $540 million for the year ended September 30, 2024.
3.4.9. Asia Pacific
For the year ended September 30, 2024, revenue in the Asia Pacific segment was $956.1 million, an increase of $52.1 million
or 5.8% over last year. On a constant currency basis, revenue increased by $55.3 million or 6.1%. The increase in revenue
was mainly due to the continued demand for our offshore delivery centers across most commercial vertical markets, including
the ramp up of a new managed services contract within the MRD vertical market.
22 — Management’s Discussion and Analysis
3.5. OPERATING EXPENSES
For the years ended September 30,
Change
2024
% of
revenue
2023
% of
revenue
$
%
In thousands of CAD except for percentages
Costs of services, selling and administrative
12,259,730
83.5%
11,982,421
83.8%
277,309
(0.3%)
Foreign exchange loss
653
—%
1,198
—%
(545)
—%
3.5.1. Costs of Services, Selling and Administrative
Costs of services include the costs of serving our clients, which mainly consist of salaries, net of tax credits, performance
based compensation and other direct costs, including travel expenses. These also mainly include professional fees and other
contracted labour costs, as well as hardware, software and delivery center related costs.
Costs of selling and administrative mainly include salaries, performance based compensation, office space, internal solutions,
business development related costs such as travel expenses, and other administrative and management costs.
For the year ended September 30, 2024, costs of services, selling and administrative expenses amounted to $12,259.7 million,
an increase of $277.3 million when compared to the same period last year. As a percentage of revenue, costs of services,
selling and administrative expenses decreased to 83.5% from 83.8%.
As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to higher
employee medical costs and prior years adjustments for research & development (R&D) tax credits. This was partially offset by
profitable organic growth within the government vertical market, including higher IP-based revenues.
As a percentage of revenue, costs of selling and administrative decreased compared to the same period last year, mainly due
to savings generated from the Cost Optimization Program (see section 3.6.2. of the present document).
During the year ended September 30, 2024, the translation of the results of our foreign operations from their local currencies to
the Canadian dollar unfavourably impacted costs by $197.5 million, which was offset by the favourable translation impact of
$251.0 million on our revenue.
3.5.2. Foreign Exchange Loss
During the year ended September 30, 2024, CGI incurred $0.7 million of foreign exchange losses, mainly driven by the timing
of payments combined with the volatility of foreign exchange rates. The Company, in addition to its natural hedges, uses
derivatives as a strategy to manage its exposure, to the extent possible.
FISCAL 2024 RESULTS — 23
3.6. EARNINGS BEFORE INCOME TAXES
The following table provides a reconciliation between our earnings before income taxes, which is reported in accordance with
IFRS Accounting Standards, and adjusted EBIT:
For the years ended September 30,
Change
2024
% of
revenue
2023
% of
revenue
$
%
In thousands of CAD except for percentage
Earnings before income taxes
2,290,951
15.6%
2,197,913
15.4%
93,038
0.2%
Plus the following items:
Acquisition-related and integration costs
5,866
—%
53,401
0.4%
(47,535)
(0.4%)
Cost Optimization Program
91,063
0.6%
8,964
0.1%
82,099
0.5%
Net finance costs
27,889
0.2%
52,463
0.4%
(24,574)
(0.2%)
Adjusted EBIT
2,415,769
16.5%
2,312,741
16.2%
103,028
0.3%
3.6.1. Acquisition-Related and Integration Costs
During the year ended September 30, 2024, the Company incurred $5.9 million of acquisition-related and integration costs.
These costs were acquisition-related costs related to professional fees of $2.4 million. Integration costs were related to costs
of vacating leased premises of $0.9 million, costs of rationalizing the redundancy of employment of $0.7 million, and other
integration costs towards the CGI operating model of $1.8 million.
During the year ended September 30, 2023, the Company incurred $53.4 million of integration costs. These costs were related
to costs of vacating leased premises of $10.8 million, costs of rationalizing the redundancy of employment of $23.2 million, and
other integration costs towards the CGI operating model of $19.4 million.
3.6.2. Cost Optimization Program
During the three months ended September 30, 2023, the Company initiated a cost optimization program (Cost Optimization
Program) to accelerate actions to improve operational efficiencies, including the increased use of automation and global
delivery, and to rightsize its global real estate portfolio.
As at March 31, 2024, the Company completed its Cost Optimization Program for a total cost of $100.0 million, of which
$91.1 million was expensed during the year ended September 30, 2024. These amounts included costs for terminations of
employment of $69.5 million and costs of vacating leased premises of $21.6 million.
For the year ended September 30, 2023, these costs were mainly related to vacating leased premises for $6.4 million and
costs for terminations of employment for $2.6 million.
3.6.3. Net Finance Costs
Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the year ended
September 30, 2024, the net finance costs decreased by $24.6 million, mainly due to additional interest income from our
financial assets and by the scheduled repayment in full in December 2023 of the unsecured committed term loan credit facility.
24 — Management’s Discussion and Analysis
3.7. ADJUSTED EBIT BY SEGMENT
For the years ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Western and Southern Europe
334,165
355,578
(21,413)
(6.0%)
As a percentage of segment revenue
12.9%
13.6%
U.S. Commercial and State Government
337,325
339,410
(2,085)
(0.6%)
As a percentage of segment revenue
14.5%
14.9%
Canada
463,171
477,502
(14,331)
(3.0%)
As a percentage of segment revenue
22.8%
23.1%
U.S. Federal
322,698
306,362
16,336
5.3%
As a percentage of segment revenue
16.1%
15.8%
Scandinavia and Central Europe
150,913
127,320
23,593
18.5%
As a percentage of segment revenue
9.1%
7.7%
U.K. and Australia
251,662
216,517
35,145
16.2%
As a percentage of segment revenue
15.9%
14.9%
Finland, Poland and Baltics
133,437
110,583
22,854
20.7%
As a percentage of segment revenue
15.5%
13.3%
Northwest and Central East-Europe
129,277
101,871
27,406
26.9%
As a percentage of segment revenue
15.6%
13.5%
Asia Pacific
293,121
277,598
15,523
5.6%
As a percentage of segment revenue
30.7%
30.7%
Adjusted EBIT
2,415,769
2,312,741
103,028
4.5%
Adjusted EBIT margin
16.5%
16.2%
For the year ended September 30, 2024, adjusted EBIT was $2,415.8 million, an increase of $103.0 million when compared to
the last year. Adjusted EBIT margin increased to 16.5% from 16.2% when compared to last year. The increase in adjusted
EBIT margin was mainly due to savings generated from the Cost Optimization Program and profitable organic growth within
the government vertical market, including higher IP-based revenues. This was partially offset by higher employee medical
costs and prior years adjustments for R&D tax credits.
3.7.1. Western and Southern Europe
For the year ended September 30, 2024, adjusted EBIT in the Western and Southern Europe segment was $334.2 million, a
decrease of $21.4 million when compared to last year. Adjusted EBIT margin decreased to 12.9% from 13.6%. The change in
adjusted EBIT margin was mainly due to prior years adjustments for R&D tax credits in France. This was partially offset by
lower performance based compensation accruals and savings generated from the Cost Optimization Program.
3.7.2. U.S. Commercial and State Government
For the year ended September 30, 2024, adjusted EBIT in the U.S. Commercial and State Government segment was $337.3
million, a decrease of $2.1 million when compared to last year. Adjusted EBIT margin decreased to 14.5% from 14.9%. The
change in adjusted EBIT margin was mainly due to higher employee medical costs, an impairment taken on a business
solution and the impact of a favourable supplier contract settlement in the prior year. This was partially offset by profitable
organic growth within most vertical markets, additional R&D tax credits and savings generated from the Cost Optimization
Program.
FISCAL 2024 RESULTS — 25
3.7.3. Canada
For the year ended September 30, 2024, adjusted EBIT in the Canada segment was $463.2 million, a decrease of $14.3
million when compared to last year. Adjusted EBIT margin decreased to 22.8% from 23.1%. The change in adjusted EBIT
margin was mainly due to lower utilization within the communications and utilities market and the temporary dilutive impact of a
recent business acquisition within the financial services vertical market. This was partially offset by lower performance based
compensation accruals and the savings generated from the Cost Optimization Program.
3.7.4. U.S. Federal
For the year ended September 30, 2024, adjusted EBIT in the U.S. Federal segment was $322.7 million, an increase of $16.3
million when compared to last year. Adjusted EBIT margin increased to 16.1% from 15.8%. The increase in adjusted EBIT
margin was mainly due to savings generated from the Cost Optimization Program and additional tax credits. This was partially
offset by higher employee medical costs.
3.7.5. Scandinavia and Central Europe
For the year ended September 30, 2024, adjusted EBIT in the Scandinavia and Central Europe segment was $150.9 million,
an increase of $23.6 million when compared to last year. Adjusted EBIT margin increased to 9.1% from 7.7%. The increase in
adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program, profitable organic growth
within the government vertical market, including an increase in IP-based revenue, and lower performance based compensation
accruals.
3.7.6. U.K. and Australia
For the year ended September 30, 2024, adjusted EBIT in the U.K. and Australia segment was $251.7 million, an increase of
$35.1 million when compared to last year. Adjusted EBIT margin increased to 15.9% from 14.9%. The increase in adjusted
EBIT margin was mainly due to profitable organic growth within the government and communication and utilities vertical
markets, as well as savings generated from the Cost Optimization Program.
3.7.7. Finland, Poland and Baltics
For the year ended September 30, 2024, adjusted EBIT in the Finland, Poland and Baltics segment was $133.4 million, an
increase of $22.9 million when compared to last year. Adjusted EBIT margin increased to 15.5% from 13.3%. The increase in
adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets, savings generated from the
Cost Optimization Program and additional tax credits. This was partially offset by the successful completion of IP integration
projects in the prior year within the health vertical market.
3.7.8. Northwest and Central-East Europe
For the year ended September 30, 2024, adjusted EBIT in the Northwest and Central-East Europe segment was $129.3
million, an increase of $27.4 million when compared to last year. Adjusted EBIT margin increased to 15.6% from 13.5%. The
increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets and savings
generated from the Cost Optimization Program.
3.7.9. Asia Pacific
For the year ended September 30, 2024, adjusted EBIT in the Asia Pacific segment was $293.1 million, an increase of $15.5
million when compared to last year. Adjusted EBIT margin remained stable at 30.7%.
26 — Management’s Discussion and Analysis
3.8. NET EARNINGS AND EARNINGS PER SHARE
The following table sets out the information supporting the earnings per share calculations:
For the years ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentage and shares data
Earnings before income taxes
2,290,951
2,197,913
93,038
4.2%
Income tax expense
598,236
566,664
31,572
5.6%
Effective tax rate
26.1%
25.8%
Net earnings
1,692,715
1,631,249
61,466
3.8%
Net earnings margin
11.5%
11.4%
0.1%
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple
voting) (basic)
228,074,108
234,041,041
(5,966,933)
(2.5%)
Class A subordinate voting shares and Class B shares (multiple
voting) (diluted)
231,672,861
237,702,081
(6,029,220)
(2.5%)
Earnings per share (in dollars)
Basic
7.42
6.97
0.45
6.5%
Diluted
7.31
6.86
0.45
6.6%
3.8.1. Income Tax Expense
For the year ended September 30, 2024, income tax expense was $598.2 million compared to $566.7 million last year and our
effective tax rate increased to 26.1% from 25.8% last year. When excluding tax effects from acquisition-related and integration
costs and the Cost Optimization Program, the effective tax rate increased to 26.0% from 25.7%. In both cases, the increase
was mainly due to a higher statutory tax rate in the U.K. and lower tax-exempt R&D credits, partially offset by the change in
profitability mix in certain geographies.
The table in section 3.8.3. shows the year-over-year comparison of the tax rate with the impact of specific items removed.
Based on the enacted rates at the end of Fiscal 2024 and our current profitability mix, we expect our effective tax rate before
specific items to be in the range of 25.5% to 26.5% in subsequent periods.
3.8.2. Weighted Average Number of Shares Outstanding
For Fiscal 2024, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Fiscal 2023
due to the impact of the purchase for cancellation of Class A Shares, partially offset by the exercise of stock options. The table
in section 3.8.3. shows the year-over-year comparison of the weighted average number of shares outstanding. See notes 19,
20 and 21 of our audited consolidated financial statements for additional information.
FISCAL 2024 RESULTS — 27
3.8.3. Net Earnings and Earnings per Share Excluding Specific Items
Below is a table showing the year-over-year comparison excluding specific items, namely acquisition-related and integration
costs and the Cost Optimization Program.
For the years ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages and shares data
Earnings before income taxes
2,290,951
2,197,913
93,038
4.2%
Add back:
Acquisition-related and integration costs
5,866
53,401
(47,535)
(89.0%)
Cost Optimization Program
91,063
8,964
82,099
915.9%
Earnings before income taxes excluding specific items
2,387,880
2,260,278
127,602
5.6%
Income tax expense
598,236
566,664
31,572
5.6%
Effective tax rate
26.1%
25.8%
Add back:
Tax deduction on acquisition-related and integration costs
763
11,336
(10,573)
(93.3%)
Impact on effective tax rate
— %
(0.1%)
Tax deduction on Cost Optimization Program
22,956
2,240
20,716
924.8%
Impact on effective tax rate
(0.1%)
—%
Income tax expense excluding specific items
621,955
580,240
41,715
7.2%
Effective tax rate excluding specific items
26.0%
25.7%
Net earnings excluding specific items
1,765,925
1,680,038
85,887
5.1%
Net earnings margin excluding specific items
12.0%
11.8%
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple
voting) (basic)
228,074,108
234,041,041
(5,966,933)
(2.5%)
Class A subordinate voting shares and Class B shares (multiple
voting) (diluted)
231,672,861
237,702,081
(6,029,220)
(2.5%)
Earnings per share excluding specific items (in dollars)
Basic
7.74
7.18
0.56
7.8%
Diluted
7.62
7.07
0.55
7.8%
28 — Management’s Discussion and Analysis
4. Liquidity
4.1. CONSOLIDATED STATEMENTS OF CASH FLOWS
CGI’s growth is financed through a combination of cash flow from operations, drawing on our unsecured committed revolving
credit facility, the issuance of long-term debt, and the issuance of equity. One of our financial priorities is to maintain an optimal
level of liquidity through the active management of our assets and liabilities as well as our cash flows.
As at September 30, 2024, cash and cash equivalents were $1,461.1 million. Cash included in funds held for clients was
$233.6 million. The following table provides a summary of the generation and use of cash and cash equivalents for the years
ended September 30, 2024 and 2023.
For the years ended September 30,
2024
2023
Change
In thousands of CAD
Cash provided by operating activities
2,204,983
2,112,249
92,734
Cash used in investing activities
(775,384)
(561,858)
(213,526)
Cash used in financing activities
(1,607,657)
(1,192,376)
(415,281)
Effect of foreign exchange rate changes on cash, cash equivalents and cash included
in funds held for clients
34,704
8,884
25,820
Net (decrease) increase in cash, cash equivalents and cash included in funds
held for clients
(143,354)
366,899
(510,253)
FISCAL 2024 RESULTS — 29
4.1.1. Cash Provided by Operating Activities
For the year ended September 30, 2024, cash provided by operating activities was $2,205.0 million or 15.0% of revenue
compared to $2,112.2 million or 14.8% of revenue for the same period last year.
For the year ended September 30, 2024, the cash provided by operating activities was mainly generated by earnings before
amortization, depreciation and impairment and an improvement in our DSO. This was partially offset by the timing of tax
instalment payments.
The following table provides a summary of the generation and use of cash from operating activities:
For the years ended September 30,
2024
2023
Change
In thousands of CAD
Net earnings
1,692,715
1,631,249
61,466
Amortization, depreciation and impairment
536,859
519,648
17,211
Deferred income tax recovery
(146,100)
(109,496)
(36,604)
Other adjustments1
56,513
54,383
2,130
Cash flow from operating activities before net change in non-cash working
capital items and others
2,139,987
2,095,784
44,203
Net change in non-cash working capital items and others:
Accounts receivable, work in progress and deferred revenue
147,781
91,115
56,666
Accounts payable and accrued liabilities, accrued compensation and employee-
related liabilities, provisions and long-term liabilities
27,408
(179,052)
206,460
Income taxes
(98,207)
105,577
(203,784)
Others2
(11,986)
(1,175)
(10,811)
Net change in non-cash working capital items and others
64,996
16,465
48,531
Cash provided by operating activities
2,204,983
2,112,249
92,734
1
Comprised of foreign exchange gain, share-based payment costs and gain on sale of property, plant and equipment and on lease terminations.
2
Comprised of prepaid expenses and other assets, long-term financial assets (excluding long-term receivables), derivative financial instruments and retirement
benefits obligations.
The increase of $92.7 million from our cash provided by operating activities was mostly due to the timing of supplier payments,
the earnings before amortization, depreciation and impairment and client collections. This was partially offset by the timing of
tax instalment payments.
The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.
30 — Management’s Discussion and Analysis
4.1.2. Cash Used in Investing Activities
For the year ended September 30, 2024, $775.4 million were used in investing activities while $561.9 million were used over
last year.
The following table provides a summary of the use of cash from investing activities:
For the years ended September 30,
2024
2023
Change
In thousands of CAD
Business acquisitions (net of cash acquired)
(380,313)
(13,039)
(367,274)
Loan receivable
7,508
(15,846)
23,354
Purchase of property, plant and equipment
(109,733)
(159,769)
50,036
Proceeds from sale of property, plant and equipment
5,732
—
5,732
Additions to contract costs
(97,059)
(102,082)
5,023
Additions to intangible assets
(153,907)
(147,200)
(6,707)
Net change in short-term and long-term investments
(47,612)
(123,922)
76,310
Cash used in investing activities
(775,384)
(561,858)
(213,526)
The increase of $213.5 million in cash used in investing activities during the year ended September 30, 2024 was mainly due
to recent business acquisitions. This was partially offset by the net impact of proceeds and purchases of our funds held for
clients' investments, decreased investments in computer equipment and a loan receivable from the prior year.
FISCAL 2024 RESULTS — 31
4.1.3. Cash Used in Financing Activities
For the year ended September 30, 2024, $1,607.7 million were used in financing activities while $1,192.4 million were used
over last year.
The following table provides a summary of the use of cash from financing activities:
For the years ended September 30,
2024
2023
Change
In thousands of CAD
Increase of long-term debt
747,073
948
746,125
Repayment of long-term debt
(1,154,878)
(79,150)
(1,075,728)
Settlement of derivative financial instruments
38,943
2,921
36,022
Payment of lease liabilities
(146,762)
(161,211)
14,449
Repayment of debt assumed from business acquisitions
(162,146)
(56,994)
(105,152)
Purchase for cancellation of Class A subordinate voting shares
(934,765)
(788,020)
(146,745)
Issuance of Class A subordinate voting shares
76,523
88,316
(11,793)
Purchase of Class A subordinate voting shares held in trusts
(66,847)
(74,455)
7,608
Withholding taxes remitted on the net settlement of performance share units
(15,407)
(13,879)
(1,528)
Net change in clients' funds obligations
10,609
(110,852)
121,461
Cash used in financing activities
(1,607,657)
(1,192,376)
(415,281)
The increase of $415.3 million in cash used in financing activities during the year ended September 30, 2024 was mainly
driven by the scheduled repayments in full of the unsecured committed term loan credit facility in the amount of $670.4 million
(US$500.0 million) and the senior unsecured notes in the amount of $475.8 million (US$350.0 million), by an increase in the
settlement of Class A Shares purchased for cancellation and by the repayment of debt assumed from business acquisitions.
This was partially offset by the issuance of senior unsecured notes for an amount of $747.1 million (see section 2.4. of the
present document) and by the net change in clients' funds obligations.
4.1.4. Effect of Foreign Exchange Rate Changes on Cash, Cash Equivalents and Cash
Included in Funds Held for Clients
For the year ended September 30, 2024, the effect of foreign exchange rate changes on cash, cash equivalents and cash
included in funds held for clients had a favourable impact of $34.7 million. This amount had no effect on net earnings as it was
recorded in other comprehensive income.
32 — Management’s Discussion and Analysis
4.2. CAPITAL RESOURCES
As at September 30, 2024
Available
In thousands of CAD
Cash and cash equivalents
1,461,145
Short-term investments
3,279
Long-term investments
24,209
Unsecured committed revolving credit facility1
1,496,355
Total2
2,984,988
1
As at September 30, 2024, letters of credit in the amount of $3.6 million were outstanding against the $1.5 billion unsecured committed revolving credit facility.
2
Excludes cash, term deposits and long-term bonds included in funds held for clients for $233.6 million, $50.0 million and $223.2 million, respectively.
As at September 30, 2024, cash and cash equivalents and investments represented $1,488.6 million.
Short-term and long-term investments include corporate bonds with maturities ranging from 91 days to five years, with a credit
rating of A- or higher.
As at September 30, 2024, the aggregate amount of the capital resources available to the Company was $2,985.0 million.
As at September 30, 2024, the Company was in compliance with all of its restrictive covenants contained in its senior
unsecured notes and its restrictive covenants and ratios contained in its unsecured committed revolving credit facility.
As at September 30, 2024, CGI was showing a positive working capital (total current assets minus total current liabilities) of
$1,268.2 million. The Company also had $1,496.4 million available under its unsecured committed revolving credit facility and
is generating a significant level of cash, which CGI's management currently considers will allow the Company to fund its
operations while maintaining adequate levels of liquidity.
The tax implications and impact related to the repatriation of cash will not materially affect the Company’s liquidity.
4.3. CONTRACTUAL OBLIGATIONS
We are committed under the terms of contractual obligations which have various expiration dates, primarily related to long-
term debt and the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements.
Commitment type
Total
Less than
1 year
1 - 3 years
3 - 5 years
More than
5 years
In thousands of CAD
Long-term debt
2,703,694
999
1,111,677
1,050,167
540,851
Estimated interest on long-term debt net of
swaps
229,584
51,641
93,663
59,399
24,881
Lease liabilities
620,095
150,252
223,428
150,460
95,955
Estimated interest on lease liabilities
77,203
22,809
31,047
15,866
7,481
Long-term service agreements
398,220
191,651
164,068
42,501
—
Total1
4,028,796
417,352
1,623,883
1,318,393
669,168
1
Excludes clients' funds obligations for an amount of $504.5 million payable in less than 1 year.
4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS
We use various financial instruments to help us manage our exposure to fluctuations of foreign currency exchange rates and
interest rates. See note 32 of our audited consolidated financial statements for additional information on our financial
instruments and hedging transactions.
FISCAL 2024 RESULTS — 33
4.5. SELECTED MEASURES OF CAPITAL RESOURCES AND LIQUIDITY
As at September 30,
2024
2023
In thousands of CAD except for percentages
Reconciliation between long-term debt and lease liabilities1 and net debt:
Long-term debt and lease liabilities1
3,308,403
3,742,284
Minus the following items:
Cash and cash equivalents
1,461,145
1,568,291
Short-term investments
3,279
7,332
Long-term investments
24,209
17,113
Fair value of foreign currency derivative financial instruments related to debt
—
14,904
Net debt
1,819,770
2,134,644
Net debt to capitalization ratio
16.2 %
20.4 %
Return on invested capital
16.0 %
16.0 %
Days sales outstanding
41
44
1
As at September 30, 2024, long-term debt and lease liabilities were $2,688.3 million ($3,100.3 million as at September 30, 2023) and $620.1 million
($642.0 million as at September 30, 2023), respectively, including their current portions.
During the year ended September 30, 2024, our long-term debt and lease liabilities decreased by $433.9 million mainly driven
by the scheduled repayment in full of the unsecured committed term loan credit facility for an amount of $670.4 million
(US$500.0 million) and the scheduled repayment of the senior unsecured notes for an amount of $475.8 million (US$350.0
million) partially offset by the issuance of senior unsecured notes for an amount of $747.1 million (see section 2.4. of the
present document).
On October 30, 2024, the unsecured committed revolving credit facility was extended by one year to October 2029 and can be
further extended. There were no material changes in the terms and conditions including interest rates and banking covenants.
We use the net debt to capitalization ratio as an indication of our financial leverage in order to realize our Build and Buy
strategy (see section 1.2. of the present document for additional information on our Build and Buy strategy). The net debt to
capitalization ratio decreased to 16.2% in Fiscal 2024 from 20.4% in Fiscal 2023 mostly due to our cash generation, partially
offset by the repurchase of shares and business acquisitions during the last four quarters.
ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return
on invested capital ratio remained stable at 16.0% in Fiscal 2024 when compared to the same period last year.
DSO decreased to 41 days at the end of Fiscal 2024 when compared to 44 days in Fiscal 2023. The decrease was mainly due
to improved collections.
34 — Management’s Discussion and Analysis
4.6. GUARANTEES
In the normal course of operations, we may enter into agreements to provide financial or performance assurances to third
parties on the sale of assets, business divestitures and guarantees on government and commercial contracts.
In connection with sales of assets and business divestitures, the Company may be required to pay counterparties for costs and
losses incurred as a result of breaches in our contractual obligations, including representations and warranties, intellectual
property right infringement claims and litigation against counterparties, among others.
While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity
date or survival period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such
guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which
cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of
guarantee or indemnification as at September 30, 2024. The Company does not expect to incur any potential payment in
connection with these guarantees that could have a material adverse effect on its audited consolidated financial statements.
In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance
bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once we are
awarded the bid. We would also be liable for the performance bonds in the event of a default in the performance of our
obligations. As at September 30, 2024, we had committed a total of $49.4 million for these bonds. We have complied with our
performance obligations under all service contracts for which there was a bid or performance bond in all material respects, and
the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our
consolidated results of operations or financial condition.
4.7. CAPABILITY TO DELIVER RESULTS
CGI's management believes that the Company has sufficient capital resources to support ongoing business operations and
execute our Build and Buy growth strategy. Our principal and most accretive uses of cash are: to invest in our business
(procuring new large managed IT and business process services contracts and developing business and IP solutions); to
pursue accretive acquisitions; to purchase for cancellation Class A Shares and pay down debt. In terms of financing, we are
well positioned to continue executing our four-pillar growth strategy in Fiscal 2025.
To successfully implement the Company's strategy, CGI relies on a strong leadership team, supported by highly
knowledgeable consultants and professionals with relevant relationships and significant experience in both IT and our targeted
industries. CGI fosters leadership development through the CGI Leadership Institute ensuring continuity and knowledge
transfer across the organization. For key positions, a detailed succession plan is established and revised frequently.
As a Company built on human capital, the knowledge of our consultants and professionals are critical to delivering quality
service to our clients. Our human resources program allows us to attract and retain the best talent as it provides competitive
compensation and benefits, a favourable working environment, training programs and career development opportunities.
Employee satisfaction is monitored annually through a Company-wide survey. In addition, a majority of our professionals are
owners of CGI through our Share Purchase Plan, which, along with our Profit Participation Plan, allows them to share in the
Company's success, further aligning stakeholder interests.
In addition to capital resources and talent, CGI has established the Management Foundation, which encompasses governance
policies, organizational models and sophisticated management frameworks for our business units and corporate processes.
This robust governance model provides a common business language for managing all operations consistently across the
globe, driving a focus on continuous improvement. CGI’s operations maintain appropriate certifications in accordance with
service requirements such as ISO and CMMI certification programs.
FISCAL 2024 RESULTS — 35
5. Fourth Quarter Results
5.1. BOOKINGS AND BOOK-TO-BILL RATIO
Bookings for the quarter ended September 30, 2024 were $3,822.6 billion representing a book-to-bill ratio of 104.4%. The
breakdown of the new bookings signed during the quarter is as follows:
The following table provides a summary of the bookings and book-to-bill ratio by segment:
In thousands of CAD except for percentages
Bookings for the
three months ended
September 30, 2024
Bookings for the
year ended
September 30, 2024
Book-to-bill ratio for
the year ended
September 30, 2024
Total CGI
3,822,615
16,044,075
109.3%
Scandinavia and Central Europe
861,475
2,068,257
117.5%
Canada
711,206
2,277,135
102.9%
Western and Southern Europe
571,014
2,925,526
114.8%
U.S. Federal
498,983
2,279,672
113.4%
U.K. and Australia
448,692
2,053,642
114.5%
U.S. Commercial and State Government
378,950
2,565,279
99.8%
Northwest and Central-East Europe
203,866
873,011
100.6%
Finland, Poland and Baltics
148,429
1,001,553
109.8%
36 — Management’s Discussion and Analysis
Contract Type
B
A
B
A
Service Type
Segment
A
B
C
D
E
F
G H
A
B
C
D
E
Vertical Market
A
A
B
B
Extensions,
renewals and
add-ons
67%
Managed IT
and business
process services
65%
Business and
strategic IT consulting
and systems
integration services
35%
New business
33%
A
B
C
D
E
Scandinavia and
Central Europe
22%
U.S. Commercial and
State Government
10%
U.K. and Australia
12%
Western and Southern
Europe
15%
Canada
19%
Northwest and
Central-East Europe
5%
U.S. Federal
13%
Finland, Poland and
Baltics
4%
A
B
C
D
E
MRD
34%
Health
4%
Financial Services
22%
Government
31%
Communications
and utilities
9%
F
G
H
5.2. FOREIGN EXCHANGE
The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS
Accounting Standards, we measure assets, liabilities and transactions that are measured in foreign currencies using various
exchange rates. We report all dollar amounts in Canadian dollars.
Closing foreign exchange rates
As at September 30,
2024
2023
Change
U.S. dollar
1.3515
1.3538
(0.2%)
Euro
1.5064
1.4327
5.1%
Indian rupee
0.0161
0.0162
(0.6%)
British pound
1.8111
1.6530
9.6%
Swedish krona
0.1333
0.1243
7.2%
Average foreign exchange rates
For the three months ended September 30,
2024
2023
Change
U.S. dollar
1.3643
1.3412
1.7%
Euro
1.4983
1.4593
2.7%
Indian rupee
0.0163
0.0162
0.6%
British pound
1.7732
1.6979
4.4%
Swedish krona
0.1309
0.1241
5.5%
FISCAL 2024 RESULTS — 37
5.3. REVENUE DISTRIBUTION
The following charts provide additional information regarding our revenue mix for the quarter ended September 30, 2024:
5.3.1. Client Concentration
IFRS Accounting Standards guidance on segment disclosures defines a single customer as a group of entities that are known
to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its
various agencies represented 14.2% of our revenue for Q4 2024 as compared to 14.0% for Q4 2023.
38 — Management’s Discussion and Analysis
Service Type
Client
Geography
Vertical Market
B
A
A
B
C
D
E
F
G
H
A
B
C
D
E
Managed IT and
Business Process
Services
56%
A
U.S.
32%
A
Germany
7%
E
France
15%
C
Sweden
4%
G
Canada
15%
B
Finland
6%
F
U.K.
12%
D
Rest of the world
9%
H
Business and strategic
IT consulting and
systems integration
services
44%
B
Government
38%
A
Health
6%
E
MRD
21%
C
Financial Services
22%
B
Communications
and utilities
13%
D
5.4. REVENUE BY SEGMENT
Our segments are reported based on where the client's work is delivered from within our geographic delivery model.
The following table provides a summary of the year-over-year changes in our revenue, in total and by segment before
eliminations, separately showing the impacts of foreign currency exchange rate variations between Q4 2024 and Q4 2023. The
Q4 2023 revenues by segment were recorded reflecting the actual foreign exchange rates for the respective period. The
foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted
with the prior year’s foreign exchange rates.
For the three months ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Total CGI revenue
3,660,391
3,507,336
153,055
4.4%
Constant currency revenue growth
2.0 %
Foreign currency impact
2.4 %
Variation over previous period
4.4%
Western and Southern Europe
Revenue prior to foreign currency impact
603,646
606,528
(2,882)
(0.5%)
Foreign currency impact
17,198
Western and Southern Europe revenue
620,844
606,528
14,316
2.4%
U.S. Commercial and State Government
Revenue prior to foreign currency impact
568,506
567,267
1,239
0.2%
Foreign currency impact
9,806
U.S. Commercial and State Government revenue
578,312
567,267
11,045
1.9%
Canada
Revenue prior to foreign currency impact
512,107
509,351
2,756
0.5%
Foreign currency impact
217
Canada revenue
512,324
509,351
2,973
0.6%
U.S. Federal
Revenue prior to foreign currency impact
514,100
489,813
24,287
5.0%
Foreign currency impact
8,728
U.S. Federal revenue
522,828
489,813
33,015
6.7%
Scandinavia and Central Europe
Revenue prior to foreign currency impact
378,888
391,606
(12,718)
(3.2%)
Foreign currency impact
14,239
Scandinavia and Central Europe revenue
393,127
391,606
1,521
0.4%
U.K. and Australia
Revenue prior to foreign currency impact
402,657
375,740
26,917
7.2%
Foreign currency impact
18,667
U.K. and Australia revenue
421,324
375,740
45,584
12.1%
Finland, Poland and Baltics
Revenue prior to foreign currency impact
196,729
193,802
2,927
1.5%
Foreign currency impact
6,403
Finland, Poland and Baltics revenue
203,132
193,802
9,330
4.8%
FISCAL 2024 RESULTS — 39
For the three months ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Northwest and Central-East Europe
Revenue prior to foreign currency impact
201,162
187,101
14,061
7.5%
Foreign currency impact
4,422
Northwest and Central-East Europe revenue
205,584
187,101
18,483
9.9%
Asia Pacific
Revenue prior to foreign currency impact
245,927
231,654
14,273
6.2%
Foreign currency impact
1,096
Asia Pacific revenue
247,023
231,654
15,369
6.6%
Eliminations
(44,107)
(45,526)
1,419
(3.1%)
For the three months ended September 30, 2024, revenue was $3,660.4 million, an increase of $153.1 million or 4.4% over
the same period last year. On a constant currency basis, revenue increased by $70.9 million or 2.0%. The increase in revenue
was mainly due to recent business acquisitions, one more available day to bill and organic growth within the government
vertical market. This was partially offset by lower demand within the financial services and communication and utilities vertical
markets.
5.4.1. Western and Southern Europe
Revenue in the Western and Southern Europe segment was $620.8 million in Q4 2024, an increase of $14.3 million or 2.4%
over the same period last year. On a constant currency basis, revenue decreased by $2.9 million or 0.5%. The change in
revenue was mainly due to lower demand within the MRD vertical market and in business consulting services, mainly within
the financial services vertical market. This was partially offset by two more available days to bill.
On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services,
generating combined revenues of approximately $360 million for the three months ended September 30, 2024.
5.4.2. U.S. Commercial and State Government
Revenue in the U.S. Commercial and State Government segment was $578.3 million in Q4 2024, an increase of $11.0 million
or 1.9% over the same period last year. On a constant currency basis, revenue increased by $1.2 million or 0.2%. The
increase in revenue was mainly due to a recent business acquisition, organic growth within the MRD and government vertical
markets and one more available day to bill. This was partially offset by lower demand within the financial services and health
vertical markets, the increased use of our Asia Pacific offshore delivery centers for client work, as well as lower IP license
sales.
On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and
government, generating combined revenues of approximately $392 million for the three months ended September 30, 2024.
5.4.3. Canada
Revenue in the Canada segment was $512.3 million in Q4 2024, an increase of $3.0 million or 0.6% over the same period last
year. On a constant currency basis, revenue increased by $2.8 million or 0.5%. The increase in revenue was mainly due to a
recent business acquisition within the financial services vertical market. This was partially offset by lower demand in the
communications and utilities vertical market.
On a client geographic basis, the top two Canada vertical markets were financial services and communications and utilities,
generating combined revenues of approximately $359 million for the three months ended September 30, 2024.
40 — Management’s Discussion and Analysis
5.4.4. U.S. Federal
Revenue in the U.S. Federal segment was $522.8 million in Q4 2024, an increase of $33.0 million or 6.7% over the same
period last year. On a constant currency basis, revenue increased by $24.3 million or 5.0%. The increase in revenue was
mainly due to a recent business acquisition, higher transaction volumes related to our IP business process services and one
more available day to bill.
For the three months ended September 30, 2024, $474.5 million of revenues within the U.S. Federal segment were federal
civilian based.
5.4.5. Scandinavia and Central Europe
Revenue in the Scandinavia and Central Europe segment was $393.1 million in Q4 2024, an increase of $1.5 million or 0.4%
over the same period last year. On a constant currency basis, revenue decreased by $12.7 million or 3.2%. The change in
revenue was mainly due to lower demand within the government and MRD vertical markets. This was partially offset by
adjustments of cost to complete on certain projects in the prior year and one more available day to bill.
On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government,
generating combined revenues of approximately $289 million for the three months ended September 30, 2024.
5.4.6. U.K. and Australia
Revenue in the U.K. and Australia segment was $421.3 million in Q4 2024, an increase of $45.6 million or 12.1% over the
same period last year. On a constant currency basis, revenue increased by $26.9 million or 7.2%. The increase in revenue
was mainly due to organic growth within the government vertical market, including an increase in project related equipment
sales, as well as one more available day to bill.
On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and
utilities, generating combined revenues of approximately $356 million for the three months ended September 30, 2024.
5.4.7. Finland, Poland and Baltics
Revenue in the Finland, Poland and Baltics segment was $203.1 million in Q4 2024, an increase of $9.3 million or 4.8% over
the same period last year. On a constant currency basis, revenue increased by $2.9 million or 1.5%. The increase in revenue
was mainly due to organic growth within the MRD vertical market and one more available day to bill. This was partially offset
by lower demand within the health vertical market.
On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were financial services and government,
generating combined revenues of approximately $119 million for the three months ended September 30, 2024.
5.4.8. Northwest and Central-East Europe
Revenue in the Northwest and Central-East Europe segment was $205.6 million in Q4 2024, an increase of $18.5 million or
9.9% over the same period last year. On a constant currency basis, revenue increased by $14.1 million or 7.5%. The increase
in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based revenue, and
one more available day to bill.
On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government,
generating combined revenues of approximately $133 million for the three months ended September 30, 2024.
5.4.9. Asia Pacific
Revenue in the Asia Pacific segment was $247.0 million in Q4 2024, an increase of $15.4 million or 6.6% over the same period
last year. On a constant currency basis, revenue increased by $14.3 million or 6.2%. The increase in revenue was mainly due
to the continued demand for our offshore delivery centers within our financial services and MRD vertical markets, as well as
two more available days to bill.
FISCAL 2024 RESULTS — 41
5.5. ADJUSTED EBIT BY SEGMENT
For the three months ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentages
Western and Southern Europe
65,109
78,068
(12,959)
(16.6%)
As a percentage of segment revenue
10.5 %
12.9 %
U.S. Commercial and State Government
93,115
94,628
(1,513)
(1.6%)
As a percentage of segment revenue
16.1 %
16.7 %
Canada
110,871
127,385
(16,514)
(13.0%)
As a percentage of segment revenue
21.6 %
25.0 %
U.S. Federal
94,038
74,227
19,811
26.7%
As a percentage of segment revenue
18.0 %
15.2 %
Scandinavia and Central Europe
35,740
20,686
15,054
72.8%
As a percentage of segment revenue
9.1 %
5.3 %
U.K. and Australia
62,321
60,638
1,683
2.8%
As a percentage of segment revenue
14.8 %
16.1 %
Finland, Poland and Baltics
38,662
27,383
11,279
41.2%
As a percentage of segment revenue
19.0 %
14.1 %
Northwest and Central-East Europe
31,234
26,471
4,763
18.0%
As a percentage of segment revenue
15.2 %
14.1 %
Asia Pacific
69,159
63,553
5,606
8.8%
As a percentage of segment revenue
28.0 %
27.4 %
Adjusted EBIT
600,249
573,039
27,210
4.7%
Adjusted EBIT margin
16.4 %
16.3 %
Adjusted EBIT for the three months ended September 30, 2024 was $600.2 million, an increase of $27.2 million from Q4 2023.
Adjusted EBIT margin increased to 16.4% from 16.3% when compared to last year. The increase was mainly due to one more
available day to bill, savings generated from the Cost Optimization Program and adjustments of cost to complete on certain
projects in the prior year within the Scandinavia and Central Europe segment. This was partially offset by the impact of lower
utilization within the financial services and communication and utilities vertical markets, as well as prior years adjustments for
R&D tax credits.
5.5.1. Western and Southern Europe
Adjusted EBIT in the Western and Southern Europe segment was $65.1 million in Q4 2024, a decrease of $13.0 million when
compared to Q4 2023. Adjusted EBIT margin decreased to 10.5% from 12.9% in Q4 2023. The change in adjusted EBIT
margin was mainly due to prior years adjustments for R&D tax credits in France. This was partially offset by two more available
days to bill and savings generated from the Cost Optimization Program.
5.5.2. U.S. Commercial and State Government
Adjusted EBIT in the U.S. Commercial and State Government segment was $93.1 million in Q4 2024, a decrease of $1.5
million when compared to Q4 2023. Adjusted EBIT margin decreased to 16.1% from 16.7% in Q4 2023. The change in
adjusted EBIT margin was mainly due to lower IP license sales, the impact of lower utilization within the financial services and
an adjustment due to the reevaluation of cost to complete on a project. This was partially offset by additional R&D tax credits
and savings generated from the Cost Optimization Program.
42 — Management’s Discussion and Analysis
5.5.3. Canada
Adjusted EBIT in the Canada segment was $110.9 million in Q4 2024, a decrease of $16.5 million when compared to Q4 2023.
Adjusted EBIT margin decreased to 21.6% from 25.0% in Q4 2023. The change in adjusted EBIT margin was mainly due to
lower utilization within the communications and utilities and the financial services vertical markets, as well as the temporary
dilutive impact of a recent business acquisition within the financial services vertical market. This was partially offset by lower
performance based compensation accruals and savings generated from the Cost Optimization Program.
5.5.4. U.S. Federal
Adjusted EBIT in the U.S. Federal segment was $94.0 million in Q4 2024, an increase of $19.8 million when compared to Q4
2023. Adjusted EBIT margin increased to 18.0% from 15.2% in Q4 2023. The increase in adjusted EBIT margin was mainly
due to the higher transaction volumes related to our IP business process services, additional R&D tax credits and savings
generated from the Cost Optimization Program. This was partially offset by higher performance based compensation accruals
and the temporary dilutive impact of a recent business acquisition.
5.5.5. Scandinavia and Central Europe
Adjusted EBIT in the Scandinavia and Central Europe segment was $35.7 million in Q4 2024, an increase of $15.1 million
when compared to Q4 2023. Adjusted EBIT margin increased to 9.1% from 5.3% in Q4 2023. The increase in adjusted EBIT
margin was mainly due to adjustments of cost to complete on certain projects in the prior year, one more available day to bill,
savings generated from the Cost Optimization program, as well as lower performance based compensation accrual. This was
partially offset by lower utilization within the MRD and government vertical markets.
5.5.6. U.K. and Australia
Adjusted EBIT in the U.K. and Australia segment was $62.3 million in Q4 2024, an increase of $1.7 million when compared to
Q4 2023. Adjusted EBIT margin decreased to 14.8% from 16.1% in Q4 2023. The change in adjusted EBIT margin was mainly
due to higher performance based compensation accruals, lower IP license sales, as well as project related equipment sales
within the government vertical market. This was partially offset by additional R&D tax credits, one more available day to bill and
savings generated from the Cost Optimization Program.
5.5.7. Finland, Poland and Baltics
Adjusted EBIT in the Finland, Poland and Baltics segment was $38.7 million in Q4 2024, an increase of $11.3 million when
compared to Q4 2023. Adjusted EBIT margin increased to 19.0% from 14.1% in Q4 2023. The increase in adjusted EBIT
margin was mainly due to additional R&D tax credits, savings generated from the Cost Optimization Program, one more
available day to bill and profitable growth within the government and MRD vertical markets.
5.5.8. Northwest and Central-East Europe
Adjusted EBIT in the Northwest and Central-East Europe segment was $31.2 million in Q4 2024, an increase of $4.8 million
when compared to Q4 2023. Adjusted EBIT margin increased to 15.2% from 14.1% in Q4 2023. The increase in adjusted EBIT
was mainly due to one more available day to bill, profitable organic growth across most vertical markets and savings
generated from the Cost Optimization Program.
5.5.9. Asia Pacific
Adjusted EBIT in the Asia Pacific segment was $69.2 million in Q4 2024, an increase of $5.6 million when compared to Q4
2023. Adjusted EBIT margin increased to 28.0% from 27.4% in Q4 2023. The increase in adjusted EBIT margin was mainly
due to two more available days to bill.
FISCAL 2024 RESULTS — 43
5.6. NET EARNINGS AND EARNINGS PER SHARE
The following table sets out the information supporting the earnings per share calculations:
For the three months ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentage and shares data
Adjusted EBIT
600,249
573,039
27,210
4.7%
Minus the following items:
Acquisition-related and integration costs
3,443
—
3,443
—%
Cost Optimization Program
—
8,964
(8,964)
—%
Net finance costs
4,394
6,148
(1,754)
(28.5%)
Earnings before income taxes
592,412
557,927
34,485
6.2 %
Income tax expense
156,489
143,451
13,038
9.1%
Effective tax rate
26.4 %
25.7 %
Net earnings
435,923
414,476
21,447
5.2 %
Net earnings margin
11.9 %
11.8 %
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple
voting) (basic)
225,247,324
231,931,083
(6,683,759)
(2.9%)
Class A subordinate voting shares and Class B shares ( multiple
voting) (diluted)
228,777,092
235,703,369
(6,926,277)
(2.9%)
Earnings per share (in dollars)
Basic
1.94
1.79
0.15
8.4 %
Diluted
1.91
1.76
0.15
8.5 %
For the three months ended September 30, 2024, the income tax expense was $156.5 million compared to $143.5 million over
the same period last year, while our effective tax rate increased to 26.4% from 25.7%. The increase was mainly due to a higher
statutory tax rate in the U.K. and lower tax-exempt R&D credits, partially offset by the change in profitability mix in certain
geographies.
For Q4 2024, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Q4 2023 due
to the impact of the purchase for cancellation of Class A Shares during the year. This was partially offset by the exercise of
stock options during the year.
44 — Management’s Discussion and Analysis
5.6.1. Net Earnings and Earnings per Share Excluding Specific Items
Below is a table showing the year-over-year comparison excluding specific items, namely acquisition-related and integration
costs and the Cost Optimization Program:
For the three months ended September 30,
Change
2024
2023
$
%
In thousands of CAD except for percentage and shares data
Earnings before income taxes
592,412
557,927
34,485
6.2%
Add back:
Acquisition-related and integration costs
3,443
—
3,443
—%
Cost Optimization Program
—
8,964
(8,964)
(100.0%)
Earnings before income taxes excluding specific items
595,855
566,891
28,964
5.1 %
Income tax expense
156,489
143,451
13,038
9.1%
Effective tax rate
26.4 %
25.7%
Add back:
Tax deduction on acquisition-related and integration costs
279
—
279
—%
Impact on effective tax rate
(0.1%)
—%
Tax deduction on Cost Optimization Program
—
2,240
(2,240)
(100.0%)
Impact on effective tax rate
— %
—%
Income tax expense excluding specific items
156,768
145,691
11,077
7.6%
Effective tax rate excluding specific items
26.3 %
25.7 %
Net earnings excluding specific items
439,087
421,200
17,887
4.2%
Net earnings margin excluding specific items
12.0 %
12.0 %
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple
voting) (basic)
225,247,324
231,931,083
(2.9%)
Class A subordinate voting shares and Class B shares (multiple
voting) (diluted)
228,777,092
235,703,369
(2.9%)
Earnings per share excluding specific items (in dollars)
Basic
1.95
1.82
0.13
7.1 %
Diluted
1.92
1.79
0.13
7.3 %
FISCAL 2024 RESULTS — 45
5.7. CONSOLIDATED STATEMENTS OF CASH FLOWS
As at September 30, 2024, cash and cash equivalents were $1,461.1 million. Cash included in funds held for clients was
$233.6 million. The following table provides a summary of the generation and use of cash and cash equivalents for the
quarters ended September 30, 2024 and 2023.
For the three months ended September 30,
2024
2023
Change
In thousands of CAD
Cash provided by operating activities
629,061
628,734
327
Cash used in investing activities
(565,189)
(93,002)
(472,187)
Cash provided by (used in) financing activities
31,588
(603,611)
635,199
Effect of foreign exchange rate changes on cash, cash equivalents and cash included
in funds held for clients
10,696
111
10,585
Net increase (decrease) in cash, cash equivalents and cash included in funds
held for clients
106,156
(67,768)
173,924
5.7.1. Cash Provided by Operating Activities
For Q4 2024, cash provided by operating activities was $629.1 million or 17.2% of revenue compared to $628.7 million or
17.9% of revenue for the same period last year.
The cash provided by operating activities during the three months ended September 30, 2024 was mainly generated by
earnings before amortization, depreciation and impairment and by the timing of client collections, partially offset by timing of
tax installments.
The following table provides a summary of the generation and use of cash from operating activities:
For the three months ended September 30,
2024
2023
Change
In thousands of CAD
Net earnings
435,923
414,476
21,447
Amortization, depreciation and impairment
123,050
138,097
(15,047)
Deferred income tax recovery
(57,023)
(16,993)
(40,030)
Other adjustments1
12,445
12,251
194
Cash flow from operating activities before net change in non-cash working
capital items and others
514,395
547,831
(33,436)
Net change in non-cash working capital items and others:
Accounts receivable, work in progress and deferred revenue
108,625
138,603
(29,978)
Accounts payable and accrued liabilities, accrued compensation and employee-
related liabilities, provisions and long-term liabilities
21,381
(1,956)
23,337
Income taxes
(27,761)
(60,282)
32,521
Others2
12,421
4,538
7,883
Net change in non-cash working capital items and others
114,666
80,903
33,763
Cash provided by operating activities
629,061
628,734
327
1 Comprised of foreign exchange gain, share-based payment costs and gain on sale of property, plant and equipment and on lease terminations.
2
Comprised of prepaid expenses and other assets, long-term financial assets (excluding long-term receivables), derivative financial instruments and retirement
benefits obligations.
For the three months ended September 30, 2024, the increase of $0.3 million from our cash provided by operating activities
was mostly due to timing of supplier payments and earnings before amortization, depreciation and impairment, partially offset
by the timing of tax installment payments.
The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.
46 — Management’s Discussion and Analysis
5.7.2. Cash Used in Investing Activities
For Q4 2024, $565.2 million were used in investing activities while $93.0 million were used in the prior year.
The following table provides a summary of the generation and use of cash from investing activities:
For the three months ended September 30,
2024
2023
Change
In thousands of CAD
Business acquisitions (net of cash acquired)
(330,158)
—
(330,158)
Loan receivable
1,988
1,754
234
Purchase of property, plant and equipment
(23,385)
(34,455)
11,070
Proceeds from sale of property, plant and equipment
5,732
—
5,732
Additions to contract costs
(25,194)
(24,585)
(609)
Additions to intangible assets
(33,057)
(47,965)
14,908
Net change in short-term and long-term investments
(161,115)
12,249
(173,364)
Cash used in investing activities
(565,189)
(93,002)
(472,187)
The increase of $472.2 million in cash used in investing activities during the three months ended September 30, 2024 was
mainly due to recent business acquisitions and the net impact of proceeds and purchases of our funds held for clients'
investments.
5.7.3. Cash Provided by (Used in) Financing Activities
For Q4 2024, $31.6 million were provided by financing activities while $603.6 million were used in the prior year.
The following table provides a summary of the generation and use of cash from financing activities:
For the three months ended September 30,
2024
2023
Change
In thousands of CAD
Increase of long-term debt
747,073
—
747,073
Repayment of long-term debt
(475,793)
(70,320)
(405,473)
Payment of lease liabilities
(28,413)
(43,713)
15,300
Repayment of debt assumed in a business acquisition
(162,146)
—
(162,146)
Settlement of derivative financial instruments
20,856
2,921
17,935
Withholding taxes remitted on the net settlement of performance share units
(526)
(29)
(497)
Purchase for cancellation of Class A subordinate voting shares
(49,366)
(324,667)
275,301
Issuance of Class A subordinate voting shares
18,037
12,527
5,510
Net change in clients' funds obligations
(38,134)
(180,330)
142,196
Cash provided by (used in) financing activities
31,588
(603,611)
635,199
The change of $635.2 million was mainly driven by the issuance of senior unsecured notes for an amount of $747.1 million
(see section 2.4. of the present document), the purchase for cancellation of Class A Shares and by the net change in clients'
funds obligations. These were partially offset by the scheduled repayments in full of senior unsecured notes in the amount of
$475.8 million (US$350.0 million) and by the repayment of debt assumed from a business acquisition.
FISCAL 2024 RESULTS — 47
6. Eight Quarter Summary
As at and for the three months ended
Sept. 30,
2024
Jun. 30,
2024
Mar. 31,
2024
Dec. 31,
2023
Sept. 30,
2023
Jun. 30,
2023
Mar. 31,
2023
Dec. 31,
2022
In millions of CAD unless otherwise noted
Growth
Revenue
3,660.4
3,672.0
3,740.8
3,603.0
3,507.3
3,623.4
3,715.3
3,450.3
Year-over-year revenue growth
4.4%
1.3%
0.7%
4.4%
8.0%
11.2%
13.7%
11.6%
Constant currency revenue growth
2.0%
0.2%
0.0%
1.5%
2.2%
6.3%
11.4%
12.3%
Backlog1
28,724
27,563
26,823
26,573
26,059
25,633
25,241
25,011
Bookings
3,823
4,280
3,754
4,187
3,996
4,388
3,839
4,035
Book-to-bill ratio
104.4%
116.6%
100.4%
116.2%
113.9%
121.1%
103.3%
117.0%
Book-to-bill ratio trailing twelve months
109.3%
111.7%
112.8%
113.6%
113.7%
113.3%
109.1%
108.9%
Profitability
Earnings before income taxes
592.4
594.0
577.4
527.1
557.9
559.0
564.5
516.5
Earnings before income taxes margin
16.2%
16.2%
15.4%
14.6%
15.9%
15.4%
15.2%
15.0%
Adjusted EBIT2
600.2
602.8
628.5
584.2
573.0
584.8
600.8
554.1
Adjusted EBIT margin
16.4%
16.4%
16.8%
16.2%
16.3%
16.1%
16.2%
16.1%
Net earnings
435.9
440.1
426.9
389.8
414.5
415.0
419.4
382.4
Net earnings margin
11.9%
12.0%
11.4%
10.8%
11.8%
11.5%
11.3%
11.1%
Diluted EPS (in dollars)
1.91
1.91
1.83
1.67
1.76
1.75
1.76
1.60
Net earnings excluding specific items2
439.1
440.2
459.4
427.2
421.2
425.7
435.0
398.2
Net earnings margin excluding specific items
12.0%
12.0%
12.3%
11.9%
12.0%
11.7%
11.7%
11.5%
Diluted EPS excluding specific items (in dollars)2
1.92
1.91
1.97
1.83
1.79
1.80
1.82
1.66
Liquidity
Cash provided by operating activities
629.1
496.7
502.0
577.2
628.7
409.1
469.1
605.3
As a percentage of revenue
17.2%
13.5%
13.4%
16.0%
17.9%
11.3%
12.6%
17.5%
Days sales outstanding
41
42
40
41
44
44
41
44
Capital structure
Long-term debt and lease liabilities3
3,308.4
3,045.6
3,028.9
3,001.1
3,742.3
3,765.9
3,852.7
3,876.4
Net debt2
1,819.8
1,854.0
1,730.5
1,843.7
2,134.6
2,279.6
2,529.0
2,503.8
Net debt to capitalization ratio
16.2 %
17.2%
16.4%
17.6%
20.4%
21.7%
24.0%
24.1%
Return on invested capital
16.0 %
16.1%
15.9%
15.9%
16.0%
15.7%
15.6%
15.5%
Balance sheet
Cash and cash equivalents, and short-term
investments
1,464.4
1,158.7
1,273.0
1,141.0
1,575.6
1,471.9
1,285.5
1,331.1
Total assets
16,685.5
15,793.9
15,737.4
15,513.5
15,799.5
16,080.1
16,101.7
15,915.9
Long-term financial liabilities4
3,176.9
2,389.5
2,363.1
2,319.4
2,386.2
2,885.2
2,946.1
2,971.6
1
Approximately $11.4 billion of our backlog as at September 30, 2024 is expected to be converted into revenue within the next twelve months, $9.3 billion
within one to three years, $3.5 billion within three to five years and $4.5 billion in more than five years.
2
See sections on Adjusted EBIT by Segment, Net Earnings and Earnings per Share Excluding Specific Items and Selected Measures of Capital Resources and
Liquidity sections of each quarter's respective MD&A for the reconciliation of non-GAAP financial measures.
3
Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.
4
Long-term financial liabilities include the long-term portion of the debt, long-term portion of lease liabilities and the long-term derivative financial instruments.
48 — Management’s Discussion and Analysis
There are factors causing quarterly variances which may not be reflective of the Company’s future performance. There is
seasonality in system integration and consulting work, and the quarterly performance of these operations is impacted by
occurrences such as vacations, calendar days and the number of statutory holidays in any given quarter. Managed IT and
business process services contracts are affected to a lesser extent by seasonality. Also, the workflow from some clients may
fluctuate from quarter to quarter based on their business cycle and the seasonality of their own operations. Further, the
savings that we generate for a client on a given managed IT and business process services contract may temporarily reduce
our revenue stream from this client, as these savings may not be immediately offset by additional work performed for this
client.
Cash flow from operating activities could vary significantly from quarter to quarter depending on the timing of payments
received from clients, cash requirements associated with large acquisitions, managed IT and business process services
contracts and projects, the timing of the reimbursements for various tax credits, performance based compensation to
employees as well as the timing of severance payments related to the integration of our acquisitions and our Cost Optimization
Program.
Foreign exchange fluctuations can also contribute to quarterly variances as our percentage of operations in foreign countries
evolves. The effect from these variances is primarily on our revenue and to a much lesser extent, on our margin as we benefit,
as much as possible, from natural hedges.
FISCAL 2024 RESULTS — 49
7. Changes in Accounting Policies
The audited consolidated financial statements for the years ended September 30, 2024 and 2023 include all adjustments that
CGI’s management considers necessary for the fair presentation of its financial position, results of operations, and cash flows.
ADOPTION OF ACCOUNTING STANDARD
The following standard amendments have been adopted by the Company on October 1, 2023:
Definition of Accounting Estimates – Amendments to IAS 8
In February 2021, the International Accounting Standards Board (IASB) amended IAS 8 Accounting Policies, Changes in
Accounting estimates and Errors to introduce a definition of accounting estimates and to help entities distinguish changes in
accounting policies from changes in accounting estimates. This distinction is important because changes in accounting policies
must be applied retrospectively while changes in accounting estimates are accounted for prospectively.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences.
The implementation of these standard amendments resulted in no impact on the Company's audited consolidated financial
statements.
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12
On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic
implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in
relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which
was applied as of that date.
Since March 31, 2024, the Company is subject to additional disclosure requirements on current tax expense related to Pillar
Two income taxes, as well as qualitative and quantitative information about the exposure to Pillar Two income taxes. The
Company has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent
country-by-country reporting and financial statements for its constituent entities.
The Pillar Two Model Rules – Amendments to IAS 12 had no significant impact on the Company’s audited consolidated
financial statements.
FUTURE ACCOUNTING STANDARD CHANGES
The following standard amendments are effective as of October 1, 2024:
Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants –
Amendments to IAS 1
In January 2020, the IASB amended IAS 1 Presentation of Financial Statements, clarifying that the classification of liabilities as
current or non-current is based on existing rights at the end of the reporting period, independent of whether the Company will
exercise its right to defer settlement of a liability. Subsequently, in October 2022, the IASB introduced additional amendments
to IAS 1, emphasizing that covenants for long-term debt, regardless whether the covenants were compliant after the reporting
date, should not affect debt classification; instead, companies are required to disclose information about these covenants in
the notes accompanying their financial statements.
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
In May 2023, the IASB amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to introduce
new disclosure requirements to enhance the transparency on supplier finance arrangements and their impact on the
Company’s liabilities, cash flows and liquidity exposure. The new disclosure requirements will include information such as
50 — Management’s Discussion and Analysis
terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk
information around supplier finance arrangements.
The implementation of these standard amendments will result in no impact on the Company's audited consolidated financial
statements.
The following standard amendments have been issued and will be effective as of October 1, 2026 for the Company, with
earlier application permitted. The Company will evaluate the impact of these standard amendments on its audited consolidated
financial statements.
Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial
liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or
the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and
contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual
terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income.
The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that
change their measurement category due to the standard amendments.
The following standard has been issued by the IASB and will be effective as of October 1, 2027 for the Company, with earlier
application permitted. The Company will evaluate the impact of this standard on its audited consolidated financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1
Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency
of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the
standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and
subtotals. It also requires disclosure of management-defined financial performance measures used in public communications
outside financial statements and includes new requirements for aggregation and disaggregation of financial information based
on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual
and interim financial statements.
FISCAL 2024 RESULTS — 51
8. Critical Accounting Estimates
The Company’s significant accounting policies are described in note 3 of the audited consolidated financial statements for the
years ended September 30, 2024 and 2023. Certain of these accounting policies, listed below, require management to make
accounting estimates and judgements that affect the reported amounts of assets, liabilities and equity and the accompanying
disclosures at the date of the audited consolidated financial statements as well as the reported amounts of revenue and
expenses during the reporting period. These accounting estimates are considered critical because they require management
to make subjective and/or complex judgements that are inherently uncertain and because they could have a material impact
on the presentation of our financial condition, changes in financial condition or results of operations.
Areas impacted by estimates
Consolidated
balance
sheets
Consolidated statements of earnings
Revenue
Cost of
services,
selling and
administrative
Amortization
and
depreciation
Net finance
costs
Income
taxes
Revenue recognition1
ü
ü
ü
Goodwill impairment
ü
ü
Right-of-use assets and lease
liabilities
ü
ü
ü
Business combinations
ü
ü
ü
ü
ü
Income taxes
ü
ü
Litigation and claims
ü
ü
ü
1
Affects the balance sheet through trade accounts receivable, work in progress, provision on revenue-generating contracts and deferred revenue.
Revenue recognition
Relative stand-alone selling price
If an arrangement involves the provision of multiple performance obligations, the total arrangement value is allocated to each
performance obligation based on its relative stand-alone selling price. At least on a yearly basis, the Company reviews its best
estimate of the stand-alone selling price which is established by using a reasonable range of prices for the various services
and solutions offered by the Company based on local market information available. Information used in determining the range
is mainly based on recent contracts signed and the economic environment. A change in the range could have a material
impact on the allocation of total arrangement value, and therefore on the amount and timing of revenue recognition.
Business and strategic IT consulting and systems integration services under fixed fee arrangements
Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is
recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset
created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs
to measure the progress towards completion. Project managers monitor and re-evaluate project forecasts on a monthly basis.
Forecasts are reviewed to consider factors such as: delays in reaching milestones and complexities in the project delivery.
Forecasts can also be affected by market risks such as the availability and retention of qualified IT professionals and/or the
ability of the subcontractors to perform their obligations within agreed budget and time frames. To the extent that actual labour
costs could vary from estimates, adjustments to revenue following the review of the costs to complete on projects are reflected
in the period in which the facts that give rise to the revision occur. Whenever the total costs are forecasted to be higher than
the total revenue, a provision on revenue-generating contract is recorded.
52 — Management’s Discussion and Analysis
Goodwill impairment
The carrying value of goodwill is tested for impairment annually or if events or changes in circumstances indicate that the
carrying value may be impaired. In order to determine if a goodwill impairment test is required, management reviews different
factors on a quarterly basis, such as changes in technological or market environment, changes in assumptions used to derive
the weighted average cost of capital and actual financial performance compared to planned performance.
The recoverable amount of each operating segment has been determined based on its value in use calculation, which includes
estimates about their future financial performance based on cash flows approved by management. However, factors such as
our ability to continue developing and expanding services offered to address emerging business demands and technology
trends, a lengthened sales cycle and our ability to hire and retain qualified IT professionals affect future cash flows, and actual
results might differ from future cash flows used in the goodwill impairment test. Key assumptions used in goodwill impairment
testing are presented in note 12 of the audited consolidated financial statements for the years ended September 30, 2024 and
2023. Historically, the Company has not recorded an impairment charge on goodwill.
Right-of-use assets
Estimates of the lease term
The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease.
Management uses judgement to determine the appropriate lease term based on the conditions of each lease. Lease extension
or termination options are only considered in the lease term if it is reasonably certain of being exercised. Factors evaluated
include value of leasehold improvements required and any potential incentive to take the option.
Discount rate for leases
The discount rate is used to determine the initial carrying amount of the lease liabilities and the right-of-use assets. The
Company estimates the incremental borrowing rate for each lease or portfolio of leased assets, as most of the implicit interest
rates in the leases are not readily determinable. To calculate the incremental borrowing rate, the Company considers its credit
worthiness, the term of the arrangement, any collateral received and the economic environment at the lease date. Lease
liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever the following situations
occur:
–
a modification in the lease term or a change in the assessment of an option to extend, purchase or terminate the
lease, for which the lease liability is remeasured by discounting the revised lease payments using a revised discount
rate; and
–
a modification in the residual guarantees or in future lease payments due to a change of an index or rate tied to the
payments, for which the lease liability is remeasured by discounting the revised lease payments using the initial
discount rate determined when setting up the liability.
In addition, upon partial or full termination of a lease, the difference between the carrying amounts of the lease liability and the
right-of-use asset is recorded in the consolidated statements of earnings.
Business combinations
Management makes assumptions when determining the acquisition-date fair value of the identifiable tangible and intangible
assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates
and the useful lives of the assets acquired.
Additionally, management's judgement is required in determining whether an intangible asset is identifiable and should be
recorded separately from goodwill.
Changes in the above assumptions, estimates and judgements could affect our acquisition-date fair values and therefore could
have material impacts on our audited consolidated financial statements. These changes are recorded as part of the purchase
price allocation and therefore result in corresponding goodwill adjustments if they occurred during the measurement period,
which does not exceed one year. All other subsequent changes are recorded in our consolidated statement of earnings.
FISCAL 2024 RESULTS — 53
Income taxes
Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable
that taxable profit will be available for their utilization. The Company considers the analysis of forecast and future tax planning
strategies. Estimates of taxable profit are reviewed each reporting period and updated, based on the forecast by jurisdiction on
an undiscounted basis. Due to the uncertainty and the variability of the factors mentioned above, deferred tax assets are
subject to change. Management reviews its assumptions on a quarterly basis and adjusts the deferred tax assets when
appropriate.
The Company is subject to income tax laws in numerous jurisdictions. Judgement is required in determining the worldwide
provision for income taxes as the determination of tax liabilities and assets involves uncertainties in the interpretation of
complex tax regulations and requires estimates and assumptions considering the existing facts and circumstances. The
Company provides for potential tax liabilities based on the most likely amount of the possible outcomes. Estimates are
reviewed each reporting period and updated, based on new information available, and could result in changes to the income
tax liabilities and deferred tax liabilities in the period in which such determinations are made.
Litigation and claims
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The accrued litigation and legal claim provisions are based on historical
experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates
include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavourable
outcome. Management reviews assumptions and facts surrounding outstanding litigation and claims on a quarterly basis,
involves external counsel when necessary and adjusts such provisions accordingly. The Company has to be compliant with
applicable law in many jurisdictions which increases the complexity of determining the adequate provision following a litigation
review. Since the outcome of such litigation and claims is not predictable with assurance, those provisions are subject to
change. Adjustments to litigation and claims provisions are reflected in the period when the facts that give rise to an
adjustment occur.
54 — Management’s Discussion and Analysis
9. Integrity of Disclosure
The Board of Directors has the responsibility under its charter and under the securities laws that govern CGI’s continuous
disclosure obligations to oversee CGI's compliance with its continuous and timely disclosure obligations, as well as the
integrity of the Company's internal controls and management information systems. The Board of Directors carries out this
responsibility mainly through its Audit and Risk Management Committee.
CGI's Audit and Risk Management Committee is composed entirely of independent directors who meet the independence and
experience requirements of National Instrument 52-110 adopted by the Canadian Securities Administrators as well as those of
the New York Stock Exchange (NYSE) and the U.S. Securities and Exchange Commission (SEC). The role and responsibilities
of the Audit and Risk Management Committee include: (i) reviewing public disclosure documents containing financial
information concerning CGI; (ii) identifying and examining material financial and operating risks to which the Company is
exposed, reviewing the various policies and practices of the Company that are intended to manage those risks, and reporting
on a regular basis to the Board of Directors concerning risk management; (iii) reviewing and assessing the effectiveness of
CGI’s accounting policies and practices concerning financial reporting; (iv) reviewing and monitoring CGI’s internal control
procedures, programs and policies and assessing their adequacy and effectiveness; (v) reviewing the adequacy of CGI’s
internal audit resources including the mandate and objectives of the internal auditor; (vi) recommending to the Board of
Directors the appointment of the external auditor, assessing the external auditor’s independence, reviewing the terms of their
engagement, conducting an annual auditor's performance assessment, and pursuing ongoing discussions with them; (vii)
reviewing related party transactions in accordance with the rules of the NYSE and other applicable laws and regulations; (viii)
reviewing the audit procedures including the proposed scope of the external auditor's examinations; and (ix) performing such
other functions as are usually attributed to audit committees or as directed by the Board of Directors. In making its
recommendation to the Board of Directors in relation to the annual appointment of the external auditor, the Audit and Risk
Management Committee conducts an annual assessment of the external auditor's performance following the
recommendations of the Chartered Professional Accountants of Canada. The formal assessment is concluded in advance of
the Annual General Meeting of Shareholders and is conducted with the assistance of key CGI employees.
The Company has established and maintains disclosure controls and procedures designed to provide reasonable assurance
that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer
by others, particularly during the period in which annual and interim filings are prepared, and that information required to be
disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under
Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under
those laws and the related rules. As at September 30, 2024, management evaluated, under the supervision of and with the
participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the Company’s disclosure
controls and procedures as defined under National Instrument 52-109 adopted by the Canadian Securities Administrators and
in Rule 13(a)-15(e) under the U.S. Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were
effective as at September 30, 2024.
The Company has also established and maintains internal control over financial reporting, as defined under National
Instrument 52-109 and in Rule 13(a)-15(f) under the U.S. Securities Exchange Act of 1934, as amended. The Company’s
internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and the
Chief Financial Officer, and effected by management and other key CGI employees, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with IFRS Accounting Standards. However, because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements on a timely basis. Management evaluated, under the supervision of and with the participation
of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the Company’s internal controls over
financial reporting as at September 30, 2024, based on the criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation,
management, under the supervision of and with the participation of the Chief Executive Officer as well as the Chief Financial
Officer concluded that the Company’s internal controls over financial reporting was effective as at September 30, 2024.
FISCAL 2024 RESULTS — 55
The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the
controls, policies and procedures of Aeyon, the control of which was acquired on September 13, 2024. The scope limitation is
in accordance with section 3.3(1)(b) of National Instrument 52-109, which allows an issuer to limit the design of disclosure
controls and procedures and internal control over financial reporting to exclude controls, policies, and procedures of a
business that the issuer acquired not more than 365 days before the end of the financial period in question. Aeyon’s results
since the acquisition date represented 0.1% of revenue for the year ended September 30, 2024 and constituted 3.2% of total
assets as at September 30, 2024.
56 — Management’s Discussion and Analysis
10. Risk Environment
10.1. RISKS AND UNCERTAINTIES
While we are confident about our long-term prospects, a number of risks and uncertainties could affect our ability to achieve
our strategic vision and objectives for growth. The following risks and uncertainties should be considered when evaluating our
potential as an investment.
10.1.1. External Risks
We may be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these
conditions on our clients’ businesses and levels of activity.
Economic and political conditions in the markets in which we operate have a bearing upon the results of our operations,
directly and through their effect on the level of business activity of our clients. We can neither predict the impact that current
economic and political conditions will have on our future revenue, nor predict changes in economic conditions or future political
uncertainty. The level of activity of our clients and potential clients may be affected by an economic downturn or political
uncertainty. Clients may cancel, reduce or defer existing contracts and delay entering into new engagements and may decide
to undertake fewer IT systems projects resulting in limited implementation of new technology and smaller engagements. Since
there may be fewer engagements, competition may increase and pricing for services may decline as competitors may
decrease rates to maintain or increase their market share in our industry and this may trigger pricing adjustments related to the
benchmarking obligations within our contracts. Economic downturns and political uncertainty make it more difficult to meet
business objectives and may divert management’s attention and time from operating and growing our business. Our business,
results of operations and financial condition could be negatively affected as a result of these factors.
We may be adversely affected by additional external risks, such as terrorism, armed conflict, labour or social unrest, inflation,
rising energy and commodity costs, recession, criminal activity, hostilities, disease, illness or health emergencies, natural
disasters and climate change and the effects of these conditions on our clients, our business and on market volatility.
Additional external risks that could adversely impact the markets in which we operate, our industry and our business include
terrorism, armed conflict, labour or social unrest, inflation, recession, criminal activity, regional and international hostilities and
international responses to these hostilities, and disease, illness or health emergencies that affect local, national or international
economies. Additionally, the potential impacts of climate change are unpredictable and natural disasters, sea-level rise, floods,
droughts or other weather-related events present additional external risks, as they could disrupt our internal operations or the
operations of our clients, impact our employee's health and safety and increase insurance and other operating costs. Climate
change risks can arise from physical risks (risks related to the physical effects of climate change), transition risks (risks related
to regulatory, legal, technological and market changes from a transition to a low-carbon economy), as well as reputational risks
related to our management of climate-related issues and our level of disclosure related to such matters (see Our inability to
meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation of ESG
initiatives and standards, could have a material adverse effect on our business). Climate change risk, and/or any of these
additional external risks, may affect us or affect the financial viability of our clients leading to a reduction of demand and loss of
business from such clients. Each of these risks could negatively impact our business, results of operation and financial
condition.
As a result of external risks, inflation, and rising energy and commodity costs, global equity and capital markets may
experience significant volatility and weakness. The duration and impact of these events are unknown at this time, nor is the
impact on our operations and the market for our securities.
Prolonged periods of inflation could increase our costs and impact our profitability, which could have a material adverse effect
on our business and financial condition.
High levels of inflation may subject us to significant cost pressures and lead to market volatility. As a result, governments may
adopt initiatives to combat inflation (for example, raising benchmark interest rate), thus increasing our cost of borrowing and
FISCAL 2024 RESULTS — 57
decreasing the liquidity of capital markets. Our clients may have difficulty budgeting for external IT services or delay their
payment for services provided. High inflation can lead to increased costs of labor and our employee compensation expenses.
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs
through price increases, and there is no assurance that our revenues will increase at the same rate to maintain the same level
of profitability. Our inability or failure to do so could harm our business and financial condition.
Pandemics may cause disruptions in our operations and the operations of our clients (which may lead to increased risk and
frequency of cybersecurity incidents), market volatility and economic disruption, which could adversely affect us.
A pandemic can create significant volatility and uncertainty and economic disruption and can pose the risk that our employees,
clients, contractors and business partners may be prevented from, or restricted in, conducting business activities for an
indefinite period, including due to the transmission of the disease or to emergency measures or restrictions that may be
requested or mandated by governmental authorities. A pandemic may also result in governments worldwide enacting
emergency preventive measures, such as the implementation of border closures, travel bans or restrictions, lock-downs,
quarantine periods, vaccine mandates or passports, social distancing, testing requirements, stay-at-home and work-from-
home policies and the temporary closure of non-essential businesses. These emergency measures and restrictions, and future
measures and restrictions taken in response to a pandemic may cause material disruptions to businesses globally and have
an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely
affect our business.
Additionally, the onset of a pandemic may affect the financial viability of our clients, and could cause them to exit certain
business lines, or change the terms on which they are willing to purchase services and solutions. Clients may also slow down
decision-making, delay planned work, seek to terminate existing agreements, not renew existing agreements or be unable to
pay us in accordance with the terms of existing agreements.
As a result of increased remote working arrangements due to a pandemic, the exposure to, and reliance on, networked
systems and the internet can increase. This can lead to increased risk and frequency of cybersecurity incidents. Cybersecurity
incidents can result from unintentional events or deliberate attacks by insiders or third parties, including cybercriminals,
competitors, nation-states, and hacktivists. Any of these events could cause or contribute to risk and uncertainty and could
adversely affect our business, results of operations and financial condition.
As a result of a pandemic, global equity and capital markets can experience significant volatility and weakness, leading
governments and central banks to react with significant monetary and fiscal interventions designed to stabilize economic
conditions.
It is not possible to reliably estimate the length and severity of a pandemic or any impact on our financial results, share price
and financial condition in future periods. There can be no assurance that our actions taken in response to a pandemic will
succeed in preventing or mitigating any negative impacts on our Company, employees, clients, contractors and business
partners.
As a foreign private issuer who files using the multijurisdictional disclosure system (MJDS), we are subject to different U.S.
securities laws and rules, which could limit our level of disclosure to investors.
We are a “foreign private issuer” for purposes of U.S. securities laws who files disclosure documents using the
multijurisdictional disclosure system (MJDS) and, as a result, are not subject to the same requirements that are imposed upon
U.S. domestic issuers by the SEC. In particular, we are exempt from the rules and regulations under the U.S. securities laws
related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt
from the reporting and short-swing profit recovery provisions contained in Section 16 of the Securities Exchange Act of 1934
(the “Exchange Act”). We also are exempt from the provisions of Regulation FD under the Exchange Act, which in certain
circumstances prohibits the selective disclosure of material non-public information, although we generally attempt to comply
with Regulation FD. These exemptions and leniencies may reduce the frequency and scope of information that we disclose
relative to the information generally provided by U.S. domestic companies.
58 — Management’s Discussion and Analysis
It may be difficult to enforce civil liabilities under U.S. securities laws.
The Company is governed by the Business Corporations Act (Quebec) and with its principal place of business in Canada. The
enforcement by investors of civil liabilities under the U.S. securities laws may be affected adversely by the fact that we are
organized under the laws of Canada, that some or all of our officers and directors may be residents of a foreign country, and
that a substantial portion of our assets and those of said persons may be located outside the United States.
10.1.2. Risks Related to our Industry
The markets in which we operate are highly competitive.
CGI operates in a global marketplace in which competition among providers of IT services is vigorous. Some of our
competitors possess greater financial, marketing and sales resources, and larger geographic scope in certain parts of the
world than we do, which, in turn, provides them with additional leverage in the competition for contracts. In certain niche,
regional or metropolitan markets, we face smaller competitors with specialized capabilities who may be able to provide
competing services with greater economic efficiency. Some of our competitors have more significant operations than we do in
lower cost countries that can serve as a platform from which to provide services worldwide on terms that may be more
favourable. Increased competition among IT services firms often results in corresponding pressure on prices. There can be no
assurance that we will succeed in providing competitively priced services at levels of service and quality that will enable us to
maintain and grow our market share.
We derive significant revenue from contracts awarded through competitive bidding processes, which limit the Company's
ability to negotiate certain contractual terms and conditions. Risks related to competitive bidding processes also involve
substantial cost and managerial time and effort spent by the Company to prepare bids and proposals for contracts that may or
may not be awarded to the Company, as well as expenses and delays that may arise if the Company's competitors protest or
challenge awards made to the Company pursuant to competitive bidding processes.
Even when a contract is awarded to the Company following a competitive bidding process, we may fail to accurately estimate
the resources and costs required to fulfill the contract.
We may not be able to continue developing and expanding service offerings to address emerging business demands and
technology trends.
The rapid pace of change in all aspects of IT and the continually declining costs of acquiring and maintaining IT infrastructure
mean that we must anticipate changes in our clients’ needs. To do so, we must adapt our services and our solutions so that we
maintain and improve our competitive advantage and remain able to provide cost effective services and solutions. Offerings
relating to digital, cloud and security services are examples of areas that are continually evolving, as well as changes and
developments in artificial intelligence (including generative AI, as well as automation and machine learning) (AI). The markets
in which we operate are extremely competitive and there can be no assurance that we will succeed in developing and adapting
our business in a timely manner nor that we will be able to penetrate new markets successfully. If we do not keep pace with
meeting the evolving needs of clients, including in the emerging field of AI, our ability to retain existing clients and gain new
business may be adversely affected. As we expand our offerings of services and solutions, and as we expand such offerings
into new markets, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such
expanded services and solutions and such new markets. These factors may result in pressure on our revenue, net earnings
and resulting cash flow from operations.
We may infringe on the intellectual property rights of others.
Despite our efforts, the steps we take to ensure that our services and offerings do not infringe on the intellectual property rights
of third parties may not be adequate to prevent infringement and, as a result, claims may be asserted against us or our clients.
We enter into licensing agreements for the right to use intellectual property and may otherwise offer indemnities against liability
and damages arising from third-party claims of patent, copyright, trademark or trade secret infringement in respect of our own
intellectual property or software or other solutions developed for our clients. In some instances, the amount of these indemnity
FISCAL 2024 RESULTS — 59
claims could be greater than the revenue we receive from the client (see Indemnity provisions and guarantees in various
agreements to which we are party may require us to compensate our counterparties). Intellectual property claims or litigation
could be time-consuming and costly, harm our reputation, require us to enter into additional royalty or licensing arrangements,
or prevent us from providing some solutions or services. Any limitation on our ability to sell or use solutions or services that
incorporate software or technologies that are the subject of a claim could cause us to lose revenue-generating opportunities or
require us to incur additional expenses to modify solutions for future projects.
We may be unable to protect our intellectual property rights.
Our success depends, in part, on our ability to protect our proprietary methodologies, processes, know-how, tools, techniques
and other intellectual property that we use to provide our services. Although CGI takes reasonable steps (e.g. available
copyright protection and, in some cases, patent protection) to protect and enforce its intellectual property rights, there is no
assurance that such measures will be enforceable or adequate. The cost of enforcing our rights, or our inability to protect
against infringement or unauthorized copying or use, can be substantial and, in certain cases, may prove to be uneconomic. In
addition, the laws of some countries in which we conduct business may offer only limited intellectual property rights protection.
Despite our efforts, the steps taken to protect our intellectual property may not be adequate to prevent or deter infringement or
other misappropriation of intellectual property, and we may not be able to detect unauthorized use of our intellectual property,
or take appropriate steps to enforce our intellectual property rights.
We face risks associated with benchmarking provisions within certain contracts.
Some of our managed IT and business process services contracts contain clauses allowing our clients to externally
benchmark the pricing of agreed upon services against those offered by other providers in a peer comparison group. The
uniqueness of the client environment should be factored in and, if results indicate a difference outside the agreed upon
tolerance, we may be required to work with clients to reset the pricing for their services. There can be no assurance that
benchmarks will produce accurate or reliable data, including pricing data. This may result in pressure on our revenue, net
earnings and resulting cash flow from operations.
10.1.3. Risks Related to our Business
We may experience fluctuations in our financial results, making it difficult to predict future results.
Our ability to maintain and increase our revenue is affected not only by our success in implementing our Build and Buy growth
strategy, but also by a number of other factors, which could cause the Company's financial results to fluctuate. These factors
include: (i) our ability to introduce and deliver new services and business solutions; (ii) our potential exposure to a lengthened
sales cycle; (iii) the cyclicality of the purchases of our technology services and solutions; (iv) the nature of our client’s business
(for example, if a client encounters financial difficulty (including as a result of external risks such as climate change or a
pandemic), it may be forced to cancel, reduce or defer existing contracts with us); and (v) the structure of our agreements with
clients (for example, some of CGI's agreements with clients contain clauses allowing the clients to benchmark the pricing of
services provided by CGI against the prices offered by other providers). These, and other factors, make it difficult to predict
financial results for any given period.
Our revenues may be exposed to fluctuations based on our business mix.
The proportion of revenue that we generate from shorter-term system integration and consulting projects (SI&C), versus
revenue from long-term managed IT and business process services contracts, will fluctuate at times, affected by acquisitions
or other transactions. An increased exposure to revenue from SI&C projects may result in greater quarterly revenue variations,
as the revenue from SI&C projects does not provide long-term consistency in revenue.
Our current operations are international in scope, subjecting us to a variety of financial, regulatory, cultural, political and social
challenges.
We manage operations in numerous countries around the world including offshore delivery centers. The scope of our
operations (including our offshore delivery centers) subjects us to issues that can negatively impact our operations, including:
60 — Management’s Discussion and Analysis
(i) currency fluctuations (see We may be adversely affected by currency fluctuations); (ii) the burden of complying with a wide
variety of national and local laws (see Changes in the laws and regulations within the jurisdictions in which we operate may
have a material adverse effect on our global business operations and profitability); (iii) the differences in and uncertainties
arising from local business culture and practices; (iv) and political, social and economic instability. Any or all of these risks
could impact our global business operations and cause our revenue and/or profitability to decline.
We may not be able to successfully implement and manage our growth strategy.
CGI’s Build and Buy growth strategy is founded on four pillars of growth: first, profitable organic growth through contract wins,
renewals and extensions with new and existing clients in our targeted industries; second, the pursuit of new large long-term
managed IT and business process services contracts; third, metro market acquisitions; and fourth, large transformational
acquisitions.
Our ability to achieve organic growth is affected by a number of factors outside of our control, including a lengthening of our
sales cycle for major managed IT and business process services contracts.
Our ability to grow through metro market and transformational acquisitions requires that we identify suitable acquisition targets
that we correctly evaluate their potential as transactions that will meet our financial and operational objectives, and that we
successfully integrate them into our business. There can, however, be no assurance that we will be able to identify suitable
acquisition targets and consummate additional acquisitions that meet our economic thresholds, or that future acquisitions will
be successfully integrated into our operations and yield the tangible accretive value that had been expected. If we are unable
to implement our Build and Buy growth strategy, we will likely be unable to maintain our historic or expected growth rates.
We may be unable to integrate new operations, which could impact our ability to achieve our growth and profitability
objectives.
The realization of anticipated benefits from mergers, acquisitions and related activities depends, in part, upon our ability to
integrate the acquired business, the realization of synergies, efficient consolidation of the operations of the acquired
businesses into our existing operations, cost management to avoid duplication, information systems integration, staff
reorganization, establishment of controls, procedures and policies, performance of the management team and other
employees of the acquired operations as well as cultural alignment.
The successful integration of new operations arising from our acquisition strategy or from large managed IT and business
process services contracts requires that a substantial amount of management time and attention be focused on integration
tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with
resulting pressure on the revenues and earnings from our existing operations. In addition, we may face complex and
potentially time-consuming challenges in implementing uniform standards, controls, procedures and policies across new
operations when harmonizing their activities with those of our existing business units. Integration activities can result in
unanticipated operational problems, expenses and liabilities.
Following an acquisition closing date, we may remain reliant on a target’s employee, good faith, expertise, historical
performance, technical resources and information systems, proprietary information and judgment in providing any transitional
services. Accordingly, we may continue to be exposed to adverse developments in the business and affairs of parties with
whom we contract.
If we are not successful in executing our integration strategies in a timely and cost-effective manner, we will have difficulty
achieving our growth and profitability objectives.
If we are unable to manage the organizational challenges associated with our size, we may not be able to achieve our growth
and profitability objectives.
Our culture, standards, core values, internal controls and our policies need to be instilled across newly acquired businesses as
well as maintained within our existing operations. To effectively communicate and manage these standards throughout a large
global organization is both challenging and time consuming. Newly acquired businesses may be resistant to change and may
remain attached to past methods, standards and practices which may compromise our business agility in pursuing
FISCAL 2024 RESULTS — 61
opportunities. Cultural differences in various countries may also present barriers to introducing new ideas or aligning our vision
and strategy with the rest of the organization. If we cannot overcome these obstacles in maintaining a strategic bond
throughout the Company worldwide, we may not be able to achieve our growth and profitability objectives.
Material developments regarding our major commercial clients resulting from mergers or business acquisitions could impair
our future prospects and growth strategy.
Consolidation among our clients resulting from mergers and acquisitions may result in loss or reduction of business when the
successor business’ IT needs are served by another service provider or are provided by the successor company’s own
employees. Growth in a client’s IT needs resulting from acquisitions or operations may mean that we no longer have a
sufficient geographic scope or the critical mass to serve the client’s needs efficiently, resulting in the loss of the client’s
business and impairing our future prospects. There can be no assurance that we will be able to achieve the objectives of our
growth strategy in order to maintain and increase our geographic scope and critical mass in our targeted markets.
Legal proceedings could have a material adverse effect on our business, financial performance and reputation.
During the ordinary course of conducting our business, we may be threatened with, and/or become subject or a party to, a
variety of litigation or other claims and suits that arise from time to time. These legal proceedings may involve current and
former employees, clients, partners, subcontractors, suppliers, competitors, shareholders, government agencies or others
through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.
Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can
be time-consuming and divert management’s attention and resources. The results of litigation, claims and other legal
proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result
in materially adverse monetary damages, fines, penalties or injunctive relief against us. While we maintain insurance for
certain liabilities, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs,
damages, liabilities or losses that can result from these litigations or claims.
Changes in our tax levels, as well as reviews, audits, investigations and tax proceedings or changes in tax laws or in their
interpretation or enforcement, could have a material adverse effect on our net income or cash flow.
In estimating our income tax payable, management uses accounting principles to determine income tax positions that are likely
to be sustained by applicable tax authorities. However, there is no assurance that our tax benefits or tax liability will not
materially differ from our estimates or expectations. The tax legislation, regulation and interpretation that apply to our
operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently
uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various
jurisdictions in which we operate. Moreover, our tax returns are continually subject to review by applicable tax authorities and
we are subject to ongoing audits, investigations and tax proceedings in various jurisdictions. These tax authorities determine
the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that we
may ultimately recognize. Tax authorities have disagreed and may in the future disagree with our income tax positions and are
taking increasingly aggressive positions in respect of income tax positions, including with respect to intercompany
transactions.
Our effective tax rate in the future could be adversely affected by challenges to intercompany transactions, changes in the
value of deferred tax assets and liabilities, changes in tax law or in their interpretation or enforcement, changes in the mix of
earnings in countries with differing statutory tax rates, the expiration of tax benefits and changes in accounting principles,
including the introduction of the Pillar Two model rules designed to ensure large multinational corporations pay a minimum
level of tax on income arising in each jurisdiction they operate. Tax rates in the jurisdictions in which we operate may change
as a result of shifting economic conditions and tax policies.
A number of countries in which the Company does business have implemented, or are considering implementing, changes in
relevant tax, accounting and other laws, regulations and interpretations and the overall tax environment has made it
increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.
62 — Management’s Discussion and Analysis
Any of the above factors could have a material adverse effect on our net income or cash flow by affecting our operations and
profitability, our effective tax rate, the availability of tax credits, the cost of the services we provide, and the availability of
deductions for operating losses.
Reductions, eliminations or amendments to government sponsored programs from which we currently benefit may have a
material adverse effect on our net earnings or cash flow.
We benefit from government sponsored programs designed to support research and development, labour and economic
growth in jurisdictions where we operate. Government programs reflect government policy and depend on various political and
economic factors. There can be no assurance that such government programs will continue to be available to the Company in
the future, or will not be reduced, amended or eliminated. Any future government program reductions or eliminations or other
amendments to the tax credit programs could increase operating or capital expenditures incurred by the Company and have a
material adverse effect on its net earnings or cash flow.
We are exposed to credit risks with respect to accounts receivable and work in progress.
In order to sustain our cash flow from operations, we must invoice and collect the amounts owed to us in an efficient and timely
manner. Although we maintain provisions to account for anticipated shortfalls in amounts collected from clients, the provisions
we take are based on management estimates and on our assessment of our clients’ creditworthiness which may prove to be
inadequate in the light of actual results. To the extent that we fail to perform our services in accordance with our contracts and
our clients’ reasonable expectations, and to the extent that we fail to invoice clients and to collect the amounts owed to the
Company for our services correctly in a timely manner, our collections could suffer, which could materially adversely affect our
revenue, net earnings and cash flow. In addition, a prolonged economic downturn may cause clients to curtail or defer projects,
impair their ability to pay for services already provided, and ultimately cause them to default on existing contracts, in each
case, causing a shortfall in revenue and impairing our future prospects.
We face risks associated with early termination, modification, delay or suspension of our contractual agreements, and our
bookings and backlog may not be indicative of future revenues.
The early termination, modification, delay, or suspension of our contractual agreements may have a material adverse effect on
future revenues and profitability. If we should fail to deliver our services according to contractual agreements, some of our
clients could elect to terminate, modify, delay or suspend contracts before their agreed expiry date, which would result in a
reduction of our revenues and/or earnings and cash flow and may impact the value of our bookings and backlog. In addition, a
number of our managed IT and business process services contractual agreements have termination for convenience and
change of control clauses according to which a change in the client’s intentions or a change in control of CGI could lead to a
termination of these agreements. Early contract termination can also result from the exercise of a legal right or when
circumstances that are beyond our control or beyond the control of our client prevent the contract from continuing. In cases of
early termination, we may not be able to recover capitalized contract costs and we may not be able to eliminate ongoing costs
incurred to support the contract.
We may not be able to successfully estimate the cost, timing and resources required to fulfill our contracts, which could have a
material adverse effect on our net earnings.
In order to generate acceptable margins, our pricing for services is dependent on our ability to accurately estimate the costs
and timing for completing projects or long-term managed IT and business process services contracts, which can be based on
a client's bid specification, sometimes in advance of the final determination of the full scope and design of the contract. In
addition, a significant portion of our project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price
engagements is carried out in accordance with the contract terms agreed upon with our client, and revenue is recognized
based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of
the respective contract. These estimates reflect our best judgement regarding the efficiencies of our methodologies and
professionals as we plan to apply them to the contracts in accordance with the CGI Client Partnership Management
Framework (CPMF), a framework that contains high standards of contract management to be applied throughout the
Company. If we fail to apply the CPMF correctly or if we are unsuccessful in accurately estimating the time or resources
FISCAL 2024 RESULTS — 63
required to fulfill our obligations under a contract, or if unexpected factors, including those outside of our control (such as
labour shortages, supply chain or manufacturing disruptions, inflation, and other external risk factors), arise, there may be an
impact on costs or the delivery schedule which could have a material adverse effect on our expected net earnings.
We rely on relationships with other providers in order to generate business and fulfill certain of our contracts; if we fail to
maintain our relationships with these providers, our business, prospects, financial condition and operating results could be
materially adversely affected.
We derive revenue from contracts where we enter into teaming agreements with other providers. In some teaming agreements
we are the prime contractor whereas in others we act as a subcontractor. In both cases, we rely on our relationships with other
providers to generate business and we expect to continue to do so in the foreseeable future. Where we act as prime
contractor, if we fail to maintain our relationships with other providers, we may have difficulty attracting suitable participants in
our teaming agreements. Similarly, where we act as subcontractor, if our relationships are impaired, other providers might
reduce the work they award to us, award that work to our competitors, or choose to offer the services directly to the client in
order to compete with our business. In either case, if we fail to maintain our relationship with these providers or if our
relationship with these providers is otherwise impaired, our business, prospects, financial condition and operating results could
be materially adversely affected.
Our profitability may be adversely affected if our partners are unable to deliver on their commitments.
Increasingly large and complex contracts may require that we rely on third party subcontractors including software and
hardware vendors to help us fulfill our commitments. Under such circumstances, our success depends on the ability of the
third parties to perform their obligations within agreed upon budgets and timeframes. If our partners fail to deliver, our ability to
complete the contract may be adversely affected, which could have an unfavourable impact on our profitability.
Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our
counterparties.
In the normal course of business, we enter into agreements that may provide for indemnification and guarantees to
counterparties in transactions such as consulting and managed IT and business process services, business divestitures, lease
agreements and financial obligations. These indemnification undertakings and guarantees may require us to compensate
counterparties for costs and losses incurred as a result of various events, including breaches of representations and
warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that
may be suffered by counterparties. If we are required to compensate counterparties due to such arrangements and our
insurance does not provide adequate coverage, our business, prospects, financial condition and results of operations could be
materially adversely affected.
We may not be able to hire or retain enough qualified IT professionals to support our operations.
There is strong demand for qualified individuals in the IT industry. Hiring and retaining a sufficient number of individuals with
the desired knowledge and skill set may be difficult. Therefore, it is important that we remain able to successfully attract and
retain highly qualified professionals and establish an effective succession plan. If our comprehensive programs aimed at
attracting and retaining qualified and dedicated professionals do not ensure that we have staff in sufficient numbers and with
the appropriate training, expertise and suitable government security clearances required to serve the needs of our clients, we
may have to rely on subcontractors or transfers of staff to fill resulting gaps. If our succession plan fails to identify those with
potential or to develop these key individuals, we may be unable to replace key employees who retire or leave the Company
and may be required to recruit and/or train new employees. This might result in lost revenue or increased costs, thereby
putting pressure on our net earnings.
If we fail to retain our key employees and management, our business could be adversely affected.
The success of our business, in part, depends on the continued employment of certain key employees and senior
management. This dependence is important to our business being that personal relationships are fundamental in obtaining
and maintaining client engagements. While our Board of Directors annually reviews our succession plan, if we fail to establish
64 — Management’s Discussion and Analysis
an effective succession plan, or if key employees or senior management were unable or unwilling to continue employment, our
business could be adversely affected until qualified replacements are retained.
We may be unable to maintain our human resources utilization rates.
In order to maintain our net earnings, it is important that we maintain the appropriate availability of professional resources in
each of our geographies by having a high utilization rate while still being able to assign additional resources to new work.
Maintaining an efficient utilization rate requires us to forecast our need for professional resources accurately and to manage
recruitment activities, professional training programs, attrition rates and restructuring programs appropriately. To the extent that
we fail to do so, or to the extent that laws and regulations restrict our ability to do so, our utilization rates may be reduced;
thereby having an impact on our revenue and profitability. Conversely, we may find that we do not have sufficient resources to
deploy against new business opportunities in which case our ability to grow our revenue would suffer.
If the business awarded to us by various U.S. federal government departments and agencies is limited, reduced or eliminated,
our business, prospects, financial condition and operating results could be materially and adversely affected.
We derive a significant portion of our revenue from the services we provide to various U.S. federal government departments
and agencies. We expect that this will continue for the foreseeable future. There can be, however, no assurance that each
such U.S. federal government department and agency will continue to utilize our services to the same extent, or at all in the
future. In the event that a major U.S. federal government department or agency were to limit, reduce, or eliminate the business
it awards to us, we might be unable to recover the lost revenue with work from other U.S. federal government departments or
agencies or other clients, and our business, prospects, financial condition and operating results could be materially and
adversely affected. Although IFRS Accounting Standards considers a national government and its departments and agencies
as a single client, our client base in the U.S. government economic sector is in fact diversified with contracts from many
different departments and agencies.
Changes in government spending policies or budget priorities could directly affect our financial performance. Among the
factors that could harm our government contracting business are: the curtailment of governments’ use of consulting and IT
services firms; a significant decline in spending by governments in general, or by specific departments or agencies in
particular; the adoption of new legislation and/or actions affecting companies that provide services to governments; delays in
the payment of our invoices by government; and general economic and political conditions. These or other factors could cause
government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate
contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause us to
lose future revenue. Government spending reductions or budget cutbacks at these departments or agencies could materially
harm our continued performance under these contracts, or limit the awarding of additional contracts from these agencies.
Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our
global business operations and profitability.
Our global operations require us to be compliant with laws and regulations in many jurisdictions on matters such as: anti-
corruption, trade restrictions, immigration, taxation, securities, antitrust, data privacy, labour relations, and the environment,
amongst others. Complying with these diverse requirements worldwide is a challenge and consumes significant resources.
The laws and regulations frequently change and some may impose conflicting requirements which may expose us to penalties
for non-compliance and harm our reputation. Furthermore, in some jurisdictions, we may face the absence of effective laws
and regulations to protect our intellectual property rights and there may be restrictions on the movement of cash and other
assets, on the import and export of certain technologies, and on the repatriation of earnings. Any or all of these risks could
impact our global business operations and cause our profitability to decline.
Our business with the U.S. federal government departments and agencies also requires that we comply with complex laws and
regulations relating to government contracts. These laws and regulations relate to the integrity of the procurement process,
impose disclosure requirements, and address national security concerns, among other matters. For instance, we are routinely
subject to audits by U.S. government departments and agencies with respect to compliance with these rules. If we fail to
FISCAL 2024 RESULTS — 65
comply with these requirements we may incur penalties and sanctions, including contract termination, suspension of
payments, suspension or debarment from doing business with the federal government, and fines.
There can be no assurance that our ethics and compliance practices will be sufficient to prevent violations of legal and ethical
standards.
Our employees, officers, directors, suppliers and other business partners are expected to comply with applicable legal and
ethical standards including, without limitation, anti-bribery laws, as well as with our governance policies and contractual
obligations. Failure to comply with such laws, policies and contractual obligations could expose us to litigation and significant
fines and penalties, and result in reputational harm or being disqualified from bidding on contracts. While we have developed
and implemented strong ethics and compliance practices, including through our Code of Ethics, which must be observed by all
of our employees, our Third Party Code of Ethics as well as ethics and compliance trainings, there can be no assurance that
such practices and measures will be sufficient to prevent violations of legal and ethical standards. Any such failure or violation
could have an adverse effect on our business, financial performance and reputation. This risk of improper conduct may
increase as we continue to expand globally, with greater opportunities and demands to do more business with local and new
partners.
Changes to, and delays or defects in, our client projects and solutions may subject us to legal liability, which could materially
adversely affect our business, operating results and financial condition and may negatively affect our professional reputation.
We create, implement and maintain IT solutions that are often critical to the operations of our clients’ business. Our ability to
complete large projects as expected could be adversely affected by unanticipated delays, renegotiations, and changing client
requirements. Also, our solutions may suffer from defects that adversely affect their performance; they may not meet our
clients’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject us to
legal liability, which could materially adversely affect our business, operating results and financial condition, and may
negatively affect our professional reputation. While we typically use reasonable efforts to include provisions in our contracts
which are designed to limit our exposure to legal claims relating to our services and the applications we develop, we may not
always be able to include such provisions and, where we are successful, such provisions may not protect us adequately or
may not be enforceable under some circumstances or under the laws of some jurisdictions.
We are subject to stringent and changing privacy laws, regulations and standards, information security policies and contractual
obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could expose
us to government sanctions and cause damage to our brand and reputation.
Our business often requires that our clients’ applications and information, which may include their proprietary information and
personal information they manage, be processed and stored on our networks and systems, and in data centers that we
manage. We also process and store proprietary information relating to our business, and personal information relating to our
employees. The Company is subject to numerous laws and regulations designed to protect information, such as the European
Union’s General Data Protection Regulation (GDPR), various laws and regulations in Canada, the U.S. and other countries in
which the Company operates governing the protection of health or other personally identifiable information and data privacy.
These laws and regulations are increasing in number and complexity and are being adopted and amended with greater
frequency, which results in greater compliance risk and cost. The potential financial penalties for non-compliance with these
laws and regulations have significantly increased with the adoption of the GDPR. The Company's Chief Data Protection Officer
oversees the Company's compliance with the laws that protect the privacy of personal information. The Company faces risks
inherent in protecting the security of such personal data which have grown in complexity, magnitude and frequency in recent
years. Digital information and equipment are subject to loss, theft or destruction, and services that we provide may become
temporarily unavailable as a result of those risks, or upon an equipment or system malfunction. The causes of such failures
include human error in the course of normal operations (including from advertent or inadvertent actions or inactions by our
employees), maintenance and upgrading activities, as well as hacking, vandalism (including denial of service attacks and
computer viruses), theft, and unauthorized access, as well as power outages or surges, floods, fires, natural disasters and
many other causes. The measures that we take to protect against all information infrastructure risks, including both physical
and logical controls on access to premises and information may prove in some circumstances to be inadequate to prevent the
66 — Management’s Discussion and Analysis
improper disclosure, loss, theft, misappropriation of, unauthorized access to, or destruction of client information, or service
interruptions. Such events may expose the Company to financial loss arising from the costs of remediation and those arising
from litigation from our clients and third parties (including under the laws that protect the privacy of personal information),
claims and damages, as well as expose the Company to government sanctions and damage to our brand and reputation.
We could face legal, reputational and financial risks if we fail to protect our and/or client data from security incidents or
cyberattacks.
The volume, velocity and sophistication of security threats and cyber-attacks continue to grow. This includes criminal hackers,
hacktivists, state-sponsored organizations, industrial espionage, employee misconduct, and human or technological errors.
The current geopolitical instability, as well as the adoption of emerging technologies, such as AI, has exacerbated these
threats, which could lead to increased risk and frequency of security and cybersecurity incidents.
As a global IT and business consulting firm providing services to private and public sectors, we process and store increasingly
large amounts of data for our clients, including proprietary information and personal information. These activities could
increase through the use of AI. Consequently, our business could be negatively impacted by physical and cyber threats, which
could affect our future sales and financial position or increase our costs. An unauthorized disclosure of sensitive or confidential
client or employee information, including cyber-attacks or other security breaches, could cause a loss of data, give rise to
remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and
investigations, which could have an adverse effect on our business, cash flows, financial condition and results of operations.
These security risks to the Company include potential attacks not only of our own solutions, services and systems, but also
those of our clients, contractors, business partners, vendors and other third parties. Moreover, the use of AI may give rise to
issues and risks related to harmful content, inaccurate content, bias, intellectual property right infringement or
misappropriation, data privacy and cybersecurity, among others, and may also bring the possibility of ethical concerns and/or
new or enhanced governmental or regulatory scrutiny, litigation or other legal liability.
The Company’s Chief Security Officer is responsible for overseeing the security of the Company. Any local issue in a business
unit could have a global impact on the entire Company, thus visibility and timely escalation on potential issues are key. We
seek to detect and investigate all security incidents and to prevent their occurrence or recurrence, by: (i) developing and
regularly reviewing policies and standards related to information security, data privacy, physical security and business
continuity; (ii) monitoring the Company’s performance against these policies and standards; (iii) developing strategies intended
to seek to mitigate the Company’s risks, including through security trainings for all employees to increase awareness of
potential cyber threats; (iv) implementing security measures to ensure an appropriate level of control based on the nature of
the information and the inherent risks attached thereto, including through access management, security monitoring and testing
to mitigate and help detect and respond to attempts to gain unauthorized access to information systems and networks; and (v)
working with the industry and governments against cyber threats. However, because of the evolving nature and sophistication
of these security threats, there can be no assurance that our safeguards will detect or prevent the occurrence of material cyber
breaches, intrusions or attacks.
We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our
information technology networks and infrastructure to detect, address and mitigate the risk of unauthorized access, misuse,
computer viruses and other events that could have a security and reputational impact. If security protection does not evolve at
the same pace as threats, a growing gap on our level of protection will be created. Technology evolution and global trends like
digital transformation, cloud and mobile computing amongst others are disrupting the security operating model, thus security
should evolve to address new relevant security requirements and build new capabilities to address the changes. Increasing
detection and automated response capabilities are key to improve visibility and contain any negative potential impact.
Automating security processes and integrating with IT, business and security solutions could address shortage of technical
security staff and avoid introducing human intervention and errors.
Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours. CGI is
continuously working to install new, and upgrade its existing, information technology systems and provide employees
awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest
extent possible, against cyber risks and security breaches. While CGI selects third-party vendors carefully, it does not control
FISCAL 2024 RESULTS — 67
their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in
communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and
security breaches at a vendor could adversely affect our ability to deliver solutions and services to our clients and otherwise
conduct business.
The Company and certain of its clients, contractors, business partners, vendors and other third parties use open-
source services, which can entail risk to end-user security. These open source projects are often created and maintained by
volunteers, who do not always have adequate resources and employees for incident response and proactive maintenance
even as their projects are critical to the internet economy. Vulnerabilities discovered in these open source services can be
exploited by attackers, which could compromise our system infrastructure and/or lead to a loss or breach of personal and/or
proprietary information, financial loss, and other irreversible harm.
While our liability insurance policy covers cyber risks, there is no assurance that such insurance coverage will be sufficient in
type or amount to cover the costs, damages, liabilities or losses that can result from security breaches, cyber-attacks and other
related breaches. As the cyber threat landscape evolves, and CGI and our clients increase our digital footprint, we may find it
necessary to make additional significant investments to protect data and infrastructure. Occurrence of any of the
aforementioned security threats could expose the Company, our clients or other third parties to potential liability, litigation, and
regulatory action, in addition to loss of client confidence, loss of existing or potential clients, loss of sensitive government
contracts, damage to brand and reputation, and other financial loss.
Damage to our reputation may harm our ability to obtain new clients and retain our existing clients.
CGI’s reputation as a capable and trustworthy service provider and long-term business partner is key to our ability to compete
effectively in the market for IT services. The nature of our operations exposes us to the potential loss, unauthorized access to,
or destruction of our clients’ information, as well as temporary service interruptions. Depending on the nature of the information
or services, such events may have a negative impact on how the Company is perceived in the marketplace. Under such
circumstances, our ability to obtain new clients and retain existing clients could suffer with a resulting impact on our revenue
and net earnings.
Our inability to meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation
of ESG initiatives and standards, could have an adverse effect on our business.
Perceptions with respect to environmental, social and governance approaches have changed and certain shareholders,
investors, clients, employees and other stakeholders agree that these issues have become a current and imminent concern.
As such, perceptions of our operations held by our stakeholders may depend, in part, on the ESG initiatives and standards that
we have chosen to implement, and whether or not we meet them.
We are subject to evolving regulatory requirements and have set a number of ambitious ESG commitments and targets to
monitor our ESG performance and align our strategic imperatives, including without limitation, our commitment to net-zero
carbon emissions as defined under Scope 1, 2, and the business travel of Scope 3 of the greenhouse gas protocol. Our ability
to meet these requirements and to achieve these commitments and targets depends on many factors and is subject to many
risks that could cause our assumptions or estimates to be inaccurate and cause actual results or events to differ materially
from those expressed in, or implied by, these commitments and targets. Failure to effectively manage and sufficiently report
ESG matters could lead to negative business, financial, legal and regulatory consequences for the Company.
Our revenue and profitability may decline and the accuracy of our financial reporting may be impaired if we fail to design,
implement, monitor and maintain effective internal controls.
Due to the inherent limitations of internal controls including the circumvention or overriding of controls, or fraud, there can only
be reasonable assurance that the Company’s internal controls will detect and prevent a misstatement. If the Company is
unable to design, implement, monitor and maintain effective internal controls throughout its different business environments,
the efficiency of our operations might suffer, resulting in a decline in revenue and profitability, and the accuracy of our financial
reporting could be impaired.
68 — Management’s Discussion and Analysis
Future funding requirements may affect our business and growth opportunities and we may not have access to favourable
financing opportunities in the future.
The Company’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability
to grow the business organically as well as through business acquisitions. In the event we would need to raise additional funds
through equity or debt financing to fund any currently unidentified or unplanned future acquisitions and other growth
opportunities, there can be no assurance that such financing will be available in amounts and on terms acceptable to us.
Factors such as capital market disruptions, inflation, recession, political, economic and financial market instability, government
policies, central bank monetary policies, and changes to bank regulations, could reduce the availability of capital or increase
the cost of such capital. Our ability to raise the required funding depends on prevailing market conditions, the capacity of the
capital markets to meet our equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or
share prices that are reasonable in the context of our commercial objectives. Increasing interest rates, volatility in our share
price, rising inflation, and the capacity of our current lenders to meet our additional liquidity requirements are all factors that
may have a material adverse effect on any acquisitions or growth activities that we may, in the future, identify or plan. If we are
unable to obtain the necessary funding, we may be unable to achieve our growth objectives.
The inability to service our debt and other financial obligations, or our inability to fulfill our financial covenants, could have a
material adverse effect on our business, financial condition and results of operations.
The Company has a substantial amount of debt and significant interest payment requirements. A portion of cash flows from
operations goes to the payment of interest on the Company’s indebtedness. The Company’s ability to service its debt and
other financial obligations is affected by prevailing economic conditions in the markets that we serve and financial, business
and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations
and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial
obligations or our other liquidity needs. In addition, we are party to a number of financing agreements, including our credit
facilities, and the indentures governing our senior unsecured notes, which agreements, indentures and instruments contain
financial and other covenants, including covenants that require us to maintain financial ratios and/or other financial or other
covenants. If we were to breach the covenants contained in our financing agreements, we may be required to redeem, repay,
repurchase or refinance our existing debt obligations prior to their scheduled maturity and our ability to do so may be restricted
or limited by the prevailing conditions in the capital markets, available liquidity and other factors. Our inability to service our
debt and other financial obligations, or our inability to fulfill our financial or other covenants in our financing agreements, could
have an adverse effect on our business, financial condition and results of operations.
We may be adversely affected by interest rate fluctuations.
Although a significant portion of the Company’s indebtedness bears interest at fixed rates, the Company remains exposed to
interest rate risk under certain of its credit facilities. If interest rates increase, debt service obligations on the variable rate
indebtedness would increase even though the amount borrowed remained the same, and net income and cash flows would
decrease, which could materially adversely affect the Company’s financial condition and operating results.
Changes in the Company’s creditworthiness or credit ratings could affect the cost at which the Company can access capital or
credit markets.
The Company and each of the U.S. dollar denominated and Canadian dollar denominated senior unsecured notes received
credit ratings. Credit ratings are generally evaluated and determined by independent third parties and may be impacted by
events outside of the Company’s control, as well as other material decisions made by the Company. Credit rating agencies
perform independent analysis when assigning credit ratings and such analysis includes a number of criteria. Such criteria are
reviewed on an on-going basis and are therefore subject to change. Any rating assigned to the Company or to our debt
securities may be revised or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances
relating to the basis of the rating, such as adverse changes, so warrant. Real or anticipated changes in the perceived
creditworthiness of the Company and/or in the credit rating of its debt obligations could affect the market value of such debt
obligations and the ability of the Company to access capital or credit markets, and/or the cost at which it can do so.
FISCAL 2024 RESULTS — 69
We may be adversely affected by currency fluctuations.
The majority of our revenue and costs are denominated in currencies other than the Canadian dollar. Foreign exchange
fluctuations impact the results of our operations as they are reported in Canadian dollars. This risk is partially mitigated by a
natural hedge in matching our costs with revenue denominated in the same currency and through the use of derivatives in our
global hedging strategy. However, as we continue our global expansion, natural hedges may begin to diminish and the use of
hedging contracts exposes us to the risk that financial institutions could fail to perform their obligations under our hedging
instruments. Furthermore, there can be no assurance that our hedging strategy and arrangements will offset the impact of
fluctuations in currency exchange rates, which could materially adversely affect our business revenues, results of operations,
financial condition or prospects. Other than the use of financial products to deliver on our hedging strategy, we do not trade
derivative financial instruments.
Our functional and reporting currency is the Canadian dollar. As such, our European, U.S., U.K., Asian and Australian
investments, operations and assets are exposed to net change in currency exchange rates. Volatility in exchange rates could
have an adverse effect on our business, financial condition and results of operations.
Our ability to declare and pay dividends is subject to discretion and future performance.
We have announced a dividend program providing for a cash dividend on our Class A Shares and our Class B shares (multiple
voting). There can be no assurance as to our ability to declare and pay dividends in accordance with the dividend program,
whether or when we will declare and pay dividends in the future, or the frequency or amount of any such dividend. Our ability
to declare and pay dividends will depend on various factors that are not presently known, including our future operating cash
flows, sources of capital, the satisfaction of solvency tests and other financial requirements, our operations and financial
results, our potential alternative uses of cash, such as acquisitions, our ability to repatriate cash from our subsidiaries, as well
as our periodic review of our dividend program and other policies.
10.2. LEGAL PROCEEDINGS
The Company is involved in legal proceedings, audits, claims and litigation arising in the ordinary course of its business.
Certain of these matters seek damages in significant amounts. Although the outcome of such matters is not predictable with
assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be
expected to have a material adverse effect on the Company’s financial position, results of operations or the ability to carry on
any of its business activities.
Transfer Agent
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+1(800) 564-6253
Investor Relations
Kevin Linder
Senior Vice-President, Investor Relations
Telephone: +1(905) 973-8363
kevin.linder@cgi.com
1350 René-Lévesque Boulevard West
25th Floor
Montréal, Quebec
H3G 1T4
Canada
cgi.com
70 — Management’s Discussion and Analysis
kevin.linder@cgi.com
cgi.com
Management’s and Auditors’ Reports
MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING
The management of CGI Inc. (the Company) is responsible for the preparation and integrity of the consolidated financial
statements and the Management’s Discussion and Analysis (MD&A). The consolidated financial statements have been
prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board and necessarily include some amounts that are based on management’s best estimates and judgement. Financial and
operating data elsewhere in the MD&A are consistent with that contained in the accompanying consolidated financial
statements.
To fulfill its responsibility, management has developed, and continues to maintain, systems of internal controls reinforced by
the Company’s standards of conduct and ethics, as set out in written policies to ensure the reliability of the financial
information and to safeguard its assets. The Company's consolidated financial statements and the effectiveness of internal
control over financial reporting are subject to audits by an Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP, whose report follows. PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm appointed by our shareholders upon the recommendation of the Audit and Risk Management Committee of the Board of
Directors, has performed independent audits of the consolidated balance sheets as at September 30, 2024 and 2023 and the
related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years ended
September 30, 2024 and 2023 and the effectiveness of our internal control over financial reporting as at September 30, 2024.
Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the
Company, meet regularly with PricewaterhouseCoopers LLP and with management to discuss internal controls in the financial
reporting process, auditing matters and financial reporting issues and formulate the appropriate recommendations to the Board
of Directors. PricewaterhouseCoopers LLP has full and unrestricted access to the Audit and Risk Management Committee.
The consolidated financial statements and MD&A have been reviewed and approved by the Board of Directors.
François Boulanger
President and Chief Executive Officer
Steve Perron
Executive Vice-President and Chief Financial Officer
November 5, 2024
/s/ François Boulanger
/s/ Steve Perron
FISCAL 2024 RESULTS — 71
Management’s and Auditors’ Reports
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control over financial reporting is a process designed, under the supervision of and with the
participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
consolidated financial statements for external reporting purposes in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
The Company’s internal control over financial reporting includes policies and procedures that:
- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions
of the assets of the Company;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial
statements in accordance with IFRS Accounting Standards, and that receipts and expenditures are being made only in
accordance with authorizations of management and the directors of the Company; and,
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
All internal control systems have inherent limitations; therefore, even where internal control over financial reporting is
determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the
controls, policies and procedures of Aeyon LLC (Aeyon), the control of which was acquired on September 13, 2024. Aeyon’s
results since the acquisition date represented 0.1% of revenue for the year ended September 30, 2024 and constituted 3.2%
of total assets as at September 30, 2024.
Management, under the supervision of and with the participation of the President and Chief Executive Officer as well as the
Executive Vice-President and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal
control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management
has determined the Company’s internal control over financial reporting as at September 30, 2024 was effective.
The effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has been audited by
PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which appears
herein.
Steve Perron
Executive Vice-President and Chief Financial Officer
/s/ François Boulanger
François Boulanger
President and Chief Executive Officer
November 5, 2024
/s/ Steve Perron
72 — Consolidated Financial Statements
Management’s and Auditors’ Reports
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of CGI Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of CGI Inc. and its subsidiaries (the Company) as of
September 30, 2024 and 2023, and the related consolidated statements of earnings, of comprehensive income, of changes in
equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated
financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2024,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of September 30, 2024 and 2023, and its financial performance and its cash flows for the years
then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards
Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
FISCAL 2024 RESULTS — 73
Management’s and Auditors’ Reports
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)
Basis for Opinions (continued)
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in the Management’s Report on Internal Control over Financial Reporting, management has excluded Aeyon LLC
(Aeyon) from its assessment of internal control over financial reporting as of September 30, 2024, because it was acquired by
the Company in a purchase business combination on September 13, 2024. We have also excluded Aeyon from our audit of
internal control over financial reporting. Aeyon is a wholly owned subsidiary whose total assets and total revenues excluded
from management’s assessment and our audit of internal control over financial reporting represent 3.2% and 0.1%,
respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2024.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the Audit and Risk Management Committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
74 — Consolidated Financial Statements
Management’s and Auditors’ Reports
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)
Critical Audit Matters (continued)
Revenue Recognition - Estimates of total expected labour costs for business and strategic information technology (IT)
consulting and systems integration services under fixed-fee arrangements
As described in notes 3 and 29 to the consolidated financial statements, the Company recognizes revenue for business and
strategic IT consulting and systems integration services under fixed-fee arrangements using the percentage-of-completion
method over time. For the year ended September 30, 2024, revenue under fixed-fee arrangements makes up a portion of the
Company’s business and strategic IT consulting and systems integration services revenues of $6,634,295,000. The selection
of the measure of progress towards completion requires management’s judgement and is based on the nature of the services
to be provided. As disclosed by management, the Company relies on estimates of total expected labour costs, which are
compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the
percentage of revenue earned to date. Management regularly reviews underlying estimates of total expected labour costs.
Management has disclosed that there are many factors that can affect the estimates of total expected labour costs, including,
but not limited to, changes in scope of the contracts, delays in reaching milestones, and complexities in project delivery.
The principal considerations for our determination that performing procedures relating to Revenue Recognition – Estimates of
total expected labour costs for business and strategic IT consulting and systems integration services under fixed-fee
arrangements is a critical audit matter are (i) there was significant judgement by management when developing the estimates
of total expected labour costs; and (ii) there was auditor judgement and effort in performing procedures to evaluate the
estimates of total expected labour costs, including the assessment of management’s judgement about the Company’s ability to
properly assess the factors that can affect the estimates of total expected labour costs.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
the revenue recognition process, including controls over the determination of estimates of total expected labour costs. These
procedures also included, among others, evaluating and testing management’s process, on a sample basis, for determining
the estimates of total expected labour costs determined by management by (i) testing total labour costs incurred to supporting
evidence; (ii) performing a comparison of the sum of total labour costs incurred and the total expected labour costs to complete
to the originally estimated costs; and (iii) evaluating the process of the timely identification of factors that can affect the total
expected labour costs including, but not limited to, changes to the scope of the contracts, delays in reaching milestones, and
complexities in project delivery.
/s/
Montréal,
PricewaterhouseCoopers LLP
November 5, 2024
We have served as the Company’s auditor since 2019.
Canada
FISCAL 2024 RESULTS — 75
Consolidated Statements of Earnings
For the years ended September 30
Revenue
Operating expenses
Costs of services, selling and administrative
Acquisition-related and integration costs
Cost optimization program
Net finance costs
Foreign exchange loss
Earnings before income taxes
Income tax expense
Net earnings
Earnings per share
Basic earnings per share
Diluted earnings per share
See Notes to the Consolidated Financial Statements.
(in thousands of Canadian dollars, except per share data)
Notes
2024
2023
$
$
29
14,676,152
14,296,360
23
12,259,730
11,982,421
27c
5,866
53,401
25
91,063
8,964
26
27,889
52,463
653
1,198
12,385,201
12,098,447
2,290,951
2,197,913
16
598,236
566,664
1,692,715
1,631,249
21
7.42
6.97
21
7.31
6.86
76 — Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
For the years ended September 30
2024
2023
$
$
Net earnings
1,692,715
1,631,249
Items that will be reclassified subsequently to net earnings (net of income taxes):
Net unrealized gains on translating financial statements of foreign operations
361,938
242,789
Net losses on cross-currency swaps and on translating long-term debt designated as hedges
of net investments in foreign operations
(63,308)
(53,959)
Deferred gains (costs) of hedging on cross-currency swaps
5,490
(14,733)
Net unrealized losses on cash flow hedges
(18,454)
(18,750)
Net unrealized gains on financial assets at fair value through other comprehensive income
5,859
660
Items that will not be reclassified subsequently to net earnings (net of income taxes):
Net remeasurement gains (losses) on defined benefit plans
753
(36,778)
Other comprehensive income
292,278
119,229
Comprehensive income
1,984,993
1,750,478
See Notes to the Consolidated Financial Statements.
(in thousands of Canadian dollars)
FISCAL 2024 RESULTS — 77
Notes
2024
2023
$
$
Assets
Current assets
Cash and cash equivalents
28e and 32
1,461,145
1,568,291
Accounts receivable
4 and 32
1,398,402
1,425,117
Work in progress
1,208,095
1,143,685
Current financial assets
32
8,334
103,463
Prepaid expenses and other current assets
211,279
198,377
Income taxes
23,271
6,067
Total current assets before funds held for clients
4,310,526
4,445,000
Funds held for clients
5
506,780
488,727
Total current assets
4,817,306
4,933,727
Property, plant and equipment
6
366,823
389,276
Right-of-use assets
7
466,115
482,321
Contract costs
8
344,029
308,446
Intangible assets
9
718,575
623,103
Other long-term assets
10
110,440
84,776
Long-term financial assets
11
149,237
147,968
Deferred tax assets
16
242,567
105,432
Goodwill
12
9,470,376
8,724,450
16,685,468
15,799,499
Liabilities
Current liabilities
Accounts payable and accrued liabilities
999,790
924,659
Accrued compensation and employee-related liabilities
1,165,903
1,100,566
Deferred revenue
536,788
488,761
Income taxes
150,300
250,869
Current portion of long-term debt
14
999
1,158,971
Current portion of lease liabilities
150,252
198,857
Provisions
13
27,471
24,965
Current derivative financial instruments
32
13,073
4,513
Total current liabilities before clients’ funds obligations
3,044,576
4,152,161
Clients’ funds obligations
504,515
493,638
Total current liabilities
3,549,091
4,645,799
Long-term debt
14
2,687,309
1,941,350
Long-term lease liabilities
469,843
443,106
Long-term provisions
13
18,951
19,198
Other long-term liabilities
15
301,082
243,592
Long-term derivative financial instruments
32
19,704
1,700
Deferred tax liabilities
16
21,132
31,081
Retirement benefits obligations
17
190,366
163,379
7,257,478
7,489,205
Equity
Retained earnings
7,129,370
6,329,107
Accumulated other comprehensive income
18
451,253
158,975
Capital stock
19
1,470,333
1,477,180
Contributed surplus
377,034
345,032
9,427,990
8,310,294
16,685,468
15,799,499
See Notes to the Consolidated Financial Statements.
Approved by the Board of Directors
François Boulanger
Serge Godin
Director
Director
(in thousands of Canadian dollars)
/s/ François Boulanger
/s/ Serge Godin
Consolidated Balance Sheet
For the years ended September 30
78 — Consolidated Financial Statements
Notes
Retained
earnings
Accumulated
other
comprehensive
income
Capital
stock
Contributed
surplus
Total
equity
$
$
$
$
$
Balance as at September 30, 2023
6,329,107
158,975 1,477,180
345,032
8,310,294
Net earnings
1,692,715
—
—
—
1,692,715
Other comprehensive income
—
292,278
—
—
292,278
Comprehensive income
1,692,715
292,278
—
—
1,984,993
Share-based payment costs
—
—
—
67,840
67,840
Income tax impact associated with share-based payments
—
—
—
9,735
9,735
Exercise of stock options
19
—
—
91,800
(15,265)
76,535
Exercise of performance share units
19
823
—
14,078
(30,308)
(15,407)
Purchase for cancellation of Class A subordinate voting shares,
net of tax
19
(893,275)
—
(45,878)
—
(939,153)
Purchase of Class A subordinate voting shares held in trusts
19
—
—
(66,847)
—
(66,847)
Balance as at September 30, 2024
7,129,370
451,253 1,470,333
377,034
9,427,990
Notes
Retained
earnings
Accumulated
other
comprehensive
income
Capital
stock
Contributed
surplus
Total
equity
$
$
$
$
$
Balance as at September 30, 2022
5,425,005
39,746 1,493,169
314,804
7,272,724
Net earnings
1,631,249
—
—
—
1,631,249
Other comprehensive income
—
119,229
—
—
119,229
Comprehensive income
1,631,249
119,229
—
—
1,750,478
Share-based payment costs
—
—
—
58,214
58,214
Income tax impact associated with share-based payments
—
—
—
14,423
14,423
Exercise of stock options
19
—
—
106,051
(17,735)
88,316
Exercise of performance share units
19
(2,885)
—
13,680
(24,674)
(13,879)
Purchase for cancellation of Class A subordinate voting shares
19
(725,538)
—
(61,368)
—
(786,906)
Unrealized commitment to purchase Class A subordinate voting
shares
1,276
—
103
—
1,379
Purchase of Class A subordinate voting shares held in trusts
19
—
—
(74,455)
—
(74,455)
Balance as at September 30, 2023
6,329,107
158,975 1,477,180
345,032
8,310,294
See Notes to the Consolidated Financial Statements.
Consolidated Statements of Changes in Equity
For the years ended September 30
(in thousands of Canadian dollars)
FISCAL 2024 RESULTS — 79
Consolidated Statements of Cash Flows
For the years ended September 30
Notes
2024
2023
$
$
Operating activities
Net earnings
1,692,715
1,631,249
Adjustments for:
Amortization, depreciation and impairment
24
536,859
519,648
Deferred income tax recovery
16
(146,100)
(109,496)
Foreign exchange gain
(11,043)
(766)
Share-based payment costs
67,840
58,214
Gain on sale of property, plant and equipment and on lease terminations
(284)
(3,065)
Net change in non-cash working capital items and others
28a
64,996
16,465
Cash provided by operating activities
2,204,983
2,112,249
Investing activities
Net change in short-term investments
59,053
(81,131)
Business acquisitions (net of cash acquired)
27
(380,313)
(13,039)
Loan receivable
7,508
(15,846)
Purchase of property, plant and equipment
(109,733)
(159,769)
Proceeds from sale of property, plant and equipment
5,732
—
Additions to contract costs
(97,059)
(102,082)
Additions to intangible assets
(153,907)
(147,200)
Purchase of long-term investments
(161,842)
(93,275)
Proceeds from sale of long-term investments
55,177
50,484
Cash used in investing activities
(775,384)
(561,858)
Financing activities
Increase of long-term debt
28c
747,073
948
Repayment of long-term debt
28c
(1,154,878)
(79,150)
Settlement of derivative financial instruments
28c and 32
38,943
2,921
Payment of lease liabilities
28c
(146,762)
(161,211)
Repayment of debt assumed from business acquisitions
28c
(162,146)
(56,994)
Purchase for cancellation of Class A subordinate voting shares
19
(934,765)
(788,020)
Issuance of Class A subordinate voting shares
76,523
88,316
Purchase of Class A subordinate voting shares held in trusts
19
(66,847)
(74,455)
Withholding taxes remitted on the net settlement of performance share units
19
(15,407)
(13,879)
Net change in clients' funds obligations
10,609
(110,852)
Cash used in financing activities
(1,607,657)
(1,192,376)
Effect of foreign exchange rate changes on cash, cash equivalents and cash included in
funds held for clients
34,704
8,884
Net (decrease) increase in cash, cash equivalents and cash included in funds held for clients
(143,354)
366,899
Cash, cash equivalents and cash included in funds held for clients, beginning of year
1,838,083
1,471,184
Cash, cash equivalents and cash included in funds held for clients, end of year
1,694,729
1,838,083
Cash composition:
Cash and cash equivalents
1,461,145
1,568,291
Cash included in funds held for clients
5
233,584
269,792
Supplementary cash flow information (Note 28).
See Notes to the Consolidated Financial Statements.
(in thousands of Canadian dollars)
80 — Consolidated Financial Statements
1.
Description of business
CGI Inc. (the Company), directly or through its subsidiaries, provides managed information technology (IT) and business
process services, business and strategic IT consulting and systems integration services, and intellectual property (IP) business
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 consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board (IFRS Accounting Standards).
The Company’s consolidated financial statements for the years ended September 30, 2024 and 2023 were authorized for
issue by the Board of Directors on November 5, 2024.
3.
Summary of material accounting policies
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions
and balances have been eliminated on consolidation.
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has right to variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the relevant
activities of the entity. Subsidiaries are fully consolidated from the date of acquisition and continue to be consolidated until the
date control over the subsidiaries ceases.
BASIS OF MEASUREMENT
The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and
liabilities, which have been measured at fair value as described below.
USE OF JUDGEMENTS AND ESTIMATES
The preparation of the consolidated financial statements requires management to make judgements and estimates that affect
the reported amounts of assets, liabilities, equity and the accompanying disclosures at the date of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting period. Because the use of judgements
and estimates is inherent in the financial reporting process, actual results could differ.
Significant judgements and estimates about the future and other major sources of estimation uncertainty at the end of the
reporting period could have a significant risk of causing a material adjustment to the carrying amounts of the following within
the next financial years: revenue recognition, deferred tax assets, estimated losses on revenue-generating contracts, goodwill
impairment, right-of-use assets, business combinations, provisions for uncertain tax treatments and litigation and claims.
The judgements, apart from those involving estimations, that have the most significant effect on the amounts recognized in the
consolidated financial statements are:
Revenue recognition of multiple deliverable arrangements
Assessing whether the deliverables within an arrangement are separate performance obligations requires judgement by
management. A deliverable is identified as a separate performance obligation if the customer benefits from it on its own or
together with resources that are readily available to the customer and if it is separately identifiable from the other deliverables
in the contract. The Company assesses if the deliverables are separately identifiable in the context of the contract by
determining if the deliverables are integrated into a combined output, one or more deliverables significantly modify or
customize others, or if the deliverables are highly interdependent or interrelated. If any of these factors are met, the
deliverables are treated as a combined performance obligation.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 81
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)
Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable income will be available
against which the losses can be utilized. Management judgement is required concerning uncertainties that exist with respect to
the timing of future taxable income required to recognize a deferred tax asset. The Company recognizes an income tax benefit
only when it is probable that the tax benefit will be realized in the future. In making this judgement, the Company relies on
forecasts and the availability of future tax planning strategies.
A description of estimates is included in the respective sections within the Notes to the Consolidated Financial Statements.
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE
The Company generates revenue through the provision of managed IT and business process services, business and strategic
IT consulting and systems integration services, and intellectual property (IP) business solutions as described in Note 1,
Description of business.
The Company provides services and products under arrangements that contain various pricing mechanisms. The Company
accounts for a contract or a group of contracts when the following criteria are met: the parties to the contract have approved
the contract in which their rights, their obligations and the payment terms have been identified, the contract has commercial
substance, and the collectability of the consideration is probable.
A contract modification is a change in the scope or price of an existing revenue-generating customer contract. The Company
accounts for a contract modification as a separate contract when the scope of the contract increases because of the addition
of promised performance obligations and the price of the contract increases by an amount of consideration that reflects its
stand-alone selling prices. When the contract is not accounted for as a separate contract, the Company recognizes an
retrospective adjustment to revenue on the existing contract as at the date of the contract modification or, if the remaining
products and services are distinct performance obligations, the Company recognizes the remaining consideration
prospectively.
Revenue is recognized when or as the Company satisfies a performance obligation by transferring a promise of good or
service to the customer and are measured at the amount of consideration the Company expects to be entitled to receive,
including variable consideration, such as, performance-based consideration, discounts, volume rebates and service-level
penalties. Variable consideration is estimated and is included only to the extent it is highly probable that a significant
adjustment to revenue recognized will not occur. In making this judgement, management will consider all information available
at the time (historical, current and forecasted), the Company’s knowledge of the client or the industry, the type of services to be
delivered and the specific contractual terms of each arrangement.
Revenue from sales of third party vendor's products, such as software licenses, hardware or services is recorded on a gross
basis when the Company is a principal to the transaction and is recorded net of costs when the Company is acting as an agent
between the client and vendor. To determine whether the Company is a principal or an agent, it evaluates whether control is
obtained of the products or services before they are transferred to the client. This is often demonstrated when the Company
provides significant integration of the products and services from a third party vendor into the Company's products and
services delivered to the client. Other factors considered include whether the Company has the primary responsibility for
providing the product or service, has inventory risk before the specified good or service has been transferred to a client, or
after transfer of control to a client, and has discretion establishing the selling price.
Relative stand-alone selling price
The Company’s arrangements often include a mix of the services and products as described below. If an arrangement involves
the provision of multiple performance obligations, the total arrangement value is allocated to each performance obligations
based on its relative stand-alone selling price. When estimating the stand-alone selling price of each performance obligations,
the Company maximizes the use of observable prices which are established using the Company’s prices for same or similar
deliverables. When observable prices are not available, the Company estimates stand-alone selling prices based on its best
estimate.
82 — Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)
Relative stand-alone selling price (continued)
The best estimate of the stand-alone selling price is the price at which the Company would normally expect to offer the
services or products and is established by considering a number of internal and external factors including, but not limited to,
geographies, the Company’s pricing policies, internal costs and margins. Additionally, in certain circumstances, the Company
may apply the residual approach when estimating the stand-alone selling price of software license products, for which the
Company has not yet established the price or has not previously sold on a stand-alone basis.
As an incentive, upon client contract signature, the Company may provide discounts. These incentives are considered in the
allocation of the relative stand-alone selling price of the performance obligations.
The appropriate revenue recognition method is applied for each performance obligation as described below.
Managed IT and business process services
Revenue from managed IT and business process services arrangements is generally recognized over time as the services are
provided at the contractual billings, which corresponds with the value provided to the client, unless there is a better measure of
performance or delivery.
Business and strategic IT consulting and systems integration services
Revenue from business and strategic IT consulting and systems integration services under time and material arrangements is
recognized over time as the services are rendered, and revenue under cost-based arrangements is recognized over time as
reimbursable costs are incurred. Contractual billings of such arrangements correspond with the value provided to the client,
and therefore revenues are generally recognized when amounts become billable.
Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is
recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset
created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs
to measure the progress towards completion. This method relies on estimates of total expected labour costs, which are
compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the
percentage of revenue earned to date. Factors considered in the estimates include: changes in scope of the contracts, delays
in reaching milestones, complexities in project delivery, availability and retention of qualified IT professionals and/or the ability
of the subcontractors to perform their obligation within agreed upon budget and timeframes. Management regularly reviews
underlying estimates of total expected labour costs.
Software licenses and Software-as-a-Service (SaaS)
CGI offers its intellectual property (IP) solutions as well as third party solutions in the form of software license arrangements.
Most of these arrangements include other services such as implementation, customization and maintenance. For these types
of arrangements, revenue from a software license, when identified as a performance obligation, is recognized at a point in time
upon delivery. Otherwise when the software is significantly customized, integrated or modified, it is combined with the
implementation and customization services and is accounted for as described in the business and strategic IT consulting and
systems integration services section above. Revenue from maintenance services for software licenses sold is recognized
straight-line over the term of the maintenance period.
CGI also provides its IP solutions in the form of SaaS where the customer cannot terminate the hosting contract and take
possession of the software without significant penalty. SaaS are part of the managed IT and business process services offering
where revenue is generally recognized over time as the services are provided. Transition activities to bring clients to the SaaS
platforms, including hosting set-up and customization, that are not considered distinct performance obligations are capitalized
as transition costs and amortized over the service period.
FISCAL 2024 RESULTS — 83
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)
Work in progress and deferred revenue
Amounts recognized as revenue in excess of billings are classified as work in progress. Amounts received in advance of the
performance of services or delivery of products are classified as deferred revenue. Work in progress and deferred revenue are
presented net on a contract by-contract basis. During the year ended September 30, 2024, the revenues recognized from the
short-term deferred revenue was not significantly different than what was presented as at September 30, 2023.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of unrestricted cash and short-term investments having a maturity of three months or less
from the date of purchase.
SHORT-TERM INVESTMENTS
Short-term investments, comprise generally of term deposits, have remaining maturities over three months, but not more than
one year, at the date of purchase.
FUNDS HELD FOR CLIENTS AND CLIENTS’ FUNDS OBLIGATIONS
In connection with the Company’s payroll, tax filing and claims services, the Company collects funds for payment of payroll,
taxes and claims, temporarily holds such funds until payment is due, remits the funds to the clients’ employees, appropriate tax
authorities or claims holders, files tax returns and handles related regulatory correspondence and amendments. The funds
held for clients include cash, short-term investments and long-term bonds. The Company presents the funds held for clients
and related obligations separately. Funds held for clients are classified as current assets since these funds are held solely for
the purpose of satisfying the clients’ funds obligations, which will be repaid within one year of the consolidated balance sheet
date. The market fluctuations affect the fair value of the long-term bonds. Due to those fluctuations, funds held for clients might
not equal to the clients' funds obligations.
Interest income earned and realized gains and losses on the disposal of short-term investments and long-term bonds are
recorded in revenue in the period that the income is earned, as the collecting, holding and remitting of these funds are critical
components of providing these services.
PROPERTY, PLANT AND EQUIPMENT (PP&E)
PP&E are recorded at cost and are depreciated over their estimated useful lives using the straight-line method.
Buildings
10 to 40 years
Leasehold improvements
Lesser of the useful life or lease term
Furniture, fixtures and equipment
3 to 10 years
Computer equipment
3 to 5 years
LEASES
When the Company enters into contractual agreements with suppliers, an assessment is performed to determine if the
contract contains a lease. The Company identified lease agreements under the following categories: Properties, Motor
vehicles and others, as well as Computer equipment.
The Company identifies a lease if it conveys the right to control the use of an identified asset for a specific period in exchange
for a determined consideration. At inception, a right-of-use asset for the underlying asset and corresponding lease liability are
presented in the consolidated balance sheet measured on a present value basis except for short-term leases (expected term
of 12 months or less) and leases with low value underlying asset for which payments are recorded as an expense on a
straight-line basis over the lease term.
The right-of-use assets are measured at initial lease liabilities adjusted by lease payments made before the commencement
date, indirect costs and lease incentives received. The right-of-use assets are depreciated on a straight-line basis over the
expected lease term of the underlying asset.
84 — Consolidated Financial Statements
3.
Summary of material accounting policies (continued)
LEASES (CONTINUED)
Lease liabilities are measured at present value of non-cancellable payments of the expected lease term, which are mostly
made of fixed payments of rent; variable payments that are based on an index or a rate; amounts expected to be payable as
residual value guarantees and extension or termination option if reasonably certain to be exercised.
Non-lease components, mostly made of fixed maintenance fees and property tax are excluded from the lease liabilities.
Payments are recorded as an expense over the lease term as part of property costs.
The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease.
Management uses judgement to determine the appropriate lease term based on the conditions of each lease. Lease extension
or termination options are only considered in the lease term if it is reasonably certain of being exercised. Factors evaluated
include value of leasehold improvements required and any potential incentive to take the option.
Discount rate used in the present value calculation is the incremental borrowing rate unless the implicit interest rate in the
lease can be readily determined. The Company estimates the incremental borrowing rate for each lease or portfolio of leased
assets, as most of the implicit interest rates in the leases are not readily determinable. To calculate the incremental borrowing
rate, the Company considers its creditworthiness, the term of the arrangement, any collateral received and the economic
environment at the lease date.
The lease liabilities are subsequently adjusted by interest which is recorded as part of net finance costs as well as from lease
payments made.
Furthermore, lease liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever
the following situations occur:
–
a modification in the lease term or a change in the assessment of an option to extend, purchase or terminate the
lease, for which the lease liability is remeasured by discounting the revised lease payments using a revised discount
rate; and
–
a modification in the residual guarantees or in future lease payments due to a change of an index or rate tied to the
payments, for which the lease liability is remeasured by discounting the revised lease payments using the initial
discount rate determined when setting up the liability.
In addition, upon partial or full termination of a lease, the difference between the carrying amounts of the lease liability and the
right-of-use asset is recorded in the consolidated statements of earnings.
CONTRACT COSTS
Contract costs are comprised primarily of transition costs incurred to implement long-term managed IT and business process
services contracts, including SaaS, as well as incentives.
Transition costs
Transition costs consist mostly of costs associated with the installation of systems and processes, conversion of the client’s
applications to the Company’s platforms incurred after the award of managed IT and business process services contracts,
including SaaS hosting set-up and customization. Transition costs are comprised essentially of labour costs consisting of
employee compensation and related fringe benefits. Labour costs also include subcontractor costs.
Incentives
Occasionally, incentives are granted to clients upon the signing of managed IT and business process services contracts.
These incentives are granted in the form of cash payments.
Amortization of contract costs
Contract costs are amortized using the straight-line method over the period services are provided. Amortization of transition
costs is included in costs of services, selling and administrative and amortization of incentives is recorded as a reduction of
revenue.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 85
3.
Summary of material accounting policies (continued)
CONTRACT COSTS (CONTINUED)
Impairment of contract costs
When a contract is not expected to be profitable, the estimated loss is first applied to impair the related capitalized contract
costs. The excess of the expected loss over the capitalized contract costs is recorded as onerous revenue-generating
contracts in provisions. If at a future date the contract returns to profitability, the estimated losses on revenue-generating
contracts must be reversed first, and if there is still additional projected profitability then any capitalized contract costs that
were impaired must be reversed. The reversal of the impairment loss is limited so that the carrying amount does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no
impairment loss been recognized for the contract costs in prior years.
INTANGIBLE ASSETS
Intangible assets consist of software, business solutions and client relationships. Software and business solutions are
recorded at cost. Software internally developed is capitalized when it meets specific capitalization criteria related to technical
and financial feasibility and when the Company demonstrates its ability and intention to use it. Business solutions developed
internally and marketed are capitalized when they meet specific capitalization criteria related to technical, market and financial
feasibility. Software, business solutions and client relationships acquired through business combinations are initially recorded
at their fair value based on the present value of expected future cash flows, which involves estimates, such as the forecasting
of future cash flows and discount rates.
Amortization of intangible assets
The Company amortizes its intangible assets using the straight-line method over their estimated useful lives.
Software
1 to 8 years
Business solutions
3 to 10 years
Client relationships and backlog
5 to 7 years
IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL
Timing of impairment testing
The carrying values of PP&E, right-of-use assets, intangible assets and goodwill are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may be impaired. The Company assesses at each reporting date
whether any such events or changes in circumstances exist. The carrying values of intangible assets not available for use are
tested for impairment annually as at September 30. Goodwill is also tested for impairment annually during the fourth quarter of
each fiscal year.
Impairment testing
If any indication of impairment exists or when annual impairment testing for an asset is required, the Company estimates the
recoverable amount of the asset or cash-generating unit (CGU) to which the asset relates to determine the extent of any
impairment loss. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in
use (VIU) to the Company. The Company mainly uses the VIU. In assessing the VIU, estimated future cash flows are
discounted to their present value using a discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset or CGU. In determining fair value less costs of disposal, recent market transactions are
taken into account, if available. If the recoverable amount of an asset or a CGU is estimated to be less than its carrying
amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the
consolidated statements of earnings.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
86 — Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL (CONTINUED)
Impairment testing (continued)
Goodwill acquired through business combinations is allocated to the CGU or group of CGUs that are expected to benefit from
acquired work force and synergies of the related business combination. The group of CGUs that benefit from the acquired
work force and synergies correspond to the Company’s operating segments. For goodwill impairment testing purposes, the
group of CGUs that represents the lowest level within the Company at which management monitors goodwill is the operating
segment level.
The recoverable amount of each operating segment has been determined based on the VIU calculation which includes
estimates about their future financial performance based on cash flows approved by management covering a period of five
years. Key assumptions used in the VIU calculations are the pre-tax discount rate applied and the long-term growth rate of net
operating cash flows. In determining these assumptions, management has taken into consideration the current economic
environment and its resulting impact on expected growth and discount rates. The cash flow projections reflect management’s
expectations of the segment's operating performance and growth prospects in the operating segment’s market. The pre-tax
discount rate applied to an operating segment is derived from the weighted average cost of capital (WACC). Management
considers factors such as country risk premium, risk-free rate, size premium and cost of debt to derive the WACC. Impairment
losses relating to goodwill cannot be reversed in future periods.
For impaired assets, other than goodwill, an assessment is made at each reporting date as to whether there is any indication
that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the recoverable amount of the asset. A previously recognized impairment loss is reversed only if there has
been a change in the assumptions used to determine the recoverable amount of the asset since the last impairment loss was
recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized
for the asset in prior years. Such reversal is recognized in the consolidated statements of earnings.
LONG-TERM FINANCIAL ASSETS
Long-term financial assets are comprised mainly of deferred compensation plan assets and long-term investments bonds
which are presented as long-term based on management’s intentions.
BUSINESS COMBINATIONS
The Company accounts for its business combinations using the acquisition method. Under this method, the consideration
transferred is measured at fair value. Acquisition-related and integration costs associated with the business combination are
expensed as incurred or when a present legal or constructive obligation exists. The Company recognizes goodwill as the
excess of the cost of the acquisition over the net identifiable tangible and intangible assets acquired and liabilities assumed at
their acquisition-date fair values. The goodwill recognized is composed of the future economic value associated to acquired
work force and synergies with the Company’s operations which are primarily due to reduction of costs and new business
opportunities. Management makes assumptions when determining the acquisition-date fair values of the identifiable tangible
and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows,
discount rates and the useful lives of the assets acquired. Subsequent changes in fair values are recorded as part of the
purchase price allocation and therefore result in corresponding goodwill adjustments if they qualify as measurement period
adjustments. The measurement period is the period between the date of acquisition and the date where all significant
information necessary to determine the fair values is available, not to exceed 12 months. All other subsequent changes in
judgements and estimates are recognized in the consolidated statements of earnings.
FISCAL 2024 RESULTS — 87
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares outstanding during the period. Diluted earnings
per share is determined using the treasury stock method to evaluate the dilutive effect of performance share units (PSUs),
stock options and restricted share units (RSUs).
RESEARCH AND SOFTWARE DEVELOPMENT COSTS
Research costs are charged to earnings in the period in which they are incurred, net of related tax credits. Development costs
related to software and business solutions are charged to earnings in the period they are incurred, net of related tax credits,
unless they meet specific capitalization criteria related to technical, market and financial feasibility as described in the
Intangible assets section above.
TAX CREDITS
The Company follows the income approach to account for research and development (R&D) and other tax credits, whereby tax
credits are recorded when there is a reasonable assurance that the assistance will be received and that the Company will
comply with all relevant conditions. Under this method, tax credits related to operating expenditures are recorded as a
reduction of the related expenses and recognized in the period in which the related expenditures are charged to earnings. Tax
credits related to capital expenditures are recorded as a reduction of the cost of the related assets. The tax credits recorded
are based on management's best estimates of amounts expected to be received and are subject to audit by the taxation
authorities. These estimates are reviewed each reporting period and updated, based on new information available.
INCOME TAXES
Income taxes are accounted for using the liability method of accounting.
Current income taxes are recognized with respect to the amounts expected to be paid or recovered under the tax rates and
laws that have been enacted or substantively enacted at the balance sheets date.
Deferred tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts
reported for consolidated financial statement purposes and tax values of the assets and liabilities using enacted or
substantively enacted tax rates that will be in effect for the year in which the differences are expected to be recovered or
settled. Deferred tax assets and liabilities are recognized in earnings, in other comprehensive income or in equity based on the
classification of the item to which they relate.
Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the losses can be utilized. Once this assessment is made, the Company
considers the analysis of forecasts and future tax planning strategies. Estimates of taxable profit are made based on the
forecast by jurisdiction on an undiscounted basis.
The Company is subject to income tax laws in numerous jurisdictions. Judgement is required in determining the worldwide
provision for income taxes as the determination of tax liabilities and assets involves uncertainties in the interpretation of
complex tax regulations and requires estimates and assumptions considering the existing facts and circumstances. The
Company provides for potential tax liabilities based on the most likely amount of the possible outcomes. Estimates are
reviewed each reporting period and updated, based on new information available, and could result in changes to the income
tax liabilities and deferred tax liabilities in the period in which such determinations are made.
88 — Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
PROVISIONS
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The Company’s provisions consist of liabilities for litigation and claims
provisions arising in the ordinary course of business, decommissioning liabilities for leases of office buildings, onerous
revenue-generating contracts and onerous supplier contracts. The Company also records severance provisions related to
specific initiatives such as cost optimization programs and the integration of its business acquisitions.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are
discounted using a current pre-tax rate when the impact of the time value of money is material. The increase in the provisions
due to the passage of time is recognized as finance costs.
The accrued litigation and legal claims provisions are based on historical experience, current trends and other assumptions
that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the
claim occurred and the degree of probability of an unfavourable outcome.
Decommissioning liabilities pertain to leases of buildings where certain arrangements require premises to be returned to their
original state at the end of the lease term. The provision is determined using the present value of the estimated future cash
outflows.
Provisions for onerous revenue-generating contracts are recorded when remaining unavoidable costs of fulfilling the contract
exceed the remaining estimated revenue from the contract. Management regularly reviews arrangement profitability and the
underlying estimates.
Provisions for onerous supplier contracts are recorded when the unavoidable net cash flows from honoring the contract are
negative. The provision represents the lowest of the costs to fulfill the contract and the penalties to exit the contract. Those are
generally related to non-lease components of vacated leased premises.
Severance provisions are recognized when a detailed formal plan identifies the business or part of the business concerned,
the location and number of employees affected, a detailed estimate of the associated costs, appropriate timelines and has
been communicated to those affected by it.
TRANSLATION OF FOREIGN CURRENCIES
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s
functional currency. Each entity in the Company determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. Functional currency is the currency of the primary
economic environment in which the entity operates.
Foreign currency transactions and balances
Revenue, expenses and non-monetary assets and liabilities denominated in foreign currencies are recorded at the rate of
exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at
exchange rates prevailing at the balance sheets date. Unrealized and realized translation gains and losses are reflected in the
consolidated statements of earnings.
Foreign operations
For foreign operations that have functional currencies different from the Company, assets and liabilities denominated in a
foreign currency are translated at exchange rates in effect at the balance sheets date. Revenue and expenses are translated
at average exchange rates prevailing during the period. Resulting unrealized gains or losses on translating financial
statements of foreign operations are reported in other comprehensive income.
For foreign operations with the same functional currency as the Company, monetary assets and liabilities are translated at the
exchange rates in effect at the balance sheets date and non-monetary assets and liabilities are translated at historical
exchange rates. Revenue and expenses are translated at average exchange rates during the period. Translation exchange
gains or losses of such operations are reflected in the consolidated statements of earnings.
FISCAL 2024 RESULTS — 89
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
SHARE-BASED PAYMENTS
Equity-settled plans
The Company operates a Share Unit Plan (Share Unit Plan) and an equity-settled stock option plans under which the
Company receives services from employees, officers and directors as consideration for equity instruments. Both PSUs and
RSUs can be issued under the Share Unit Plan (and are collectively referred to as “Share Units” under such Share Unit Plan).
The fair value of the PSUs and RSUs is established based on the closing price of Class A subordinate voting shares of the
Company on the Toronto Stock Exchange (TSX) at the grant date. For the stock options, the fair value is established using the
Black-Scholes option pricing model at the grant date. The number of PSUs, RSUs and stock options expected to vest are
estimated on the grant date and subsequently revised on each reporting date. For stock options, the estimation of fair value
requires making assumptions for the most appropriate inputs to the valuation model including the expected life of the option
and expected stock price volatility. The fair value of share-based payments, adjusted for expectations related to performance
conditions and forfeitures, are recognized as share-based payment costs over the vesting period in earnings with a
corresponding credit to contributed surplus on a graded-vesting basis if they vest annually or on a straight-line basis if they
vest at the end of the vesting period.
When PSUs or RSUs are exercised, the recorded fair value of PSUs or RSUs is removed from contributed surplus and
credited to capital stock. When stock options are exercised, any consideration paid is credited to capital stock and the
recorded fair value of the stock options is removed from contributed surplus and credited to capital stock.
Share purchase plan
The Company operates a share purchase plan for eligible employees. Under this plan, the Company matches the contributions
made by employees up to a maximum percentage of the employee's salary. The Company's contributions to the plan are
recognized in salaries and other employee costs within costs of services, selling and administrative.
Cash-settled deferred share units
The Company operates a deferred share unit (DSU) plan to compensate the external members of the Board of Directors. The
expense is recognized within costs of services, selling and administrative for each DSU granted equal to the closing price of
Class A subordinate voting shares of the Company on the TSX at the date on which DSUs are awarded and a corresponding
liability is recorded in accrued compensation and employee-related liabilities. After the grant date, the DSU liability is
remeasured for subsequent changes in the fair value of the Company's shares.
FINANCIAL INSTRUMENTS
All financial instruments are initially measured at their fair value and are subsequently classified either at amortized cost, at fair
value through earnings (FVTE) or at fair value through other comprehensive income (FVOCI). Financial assets are classified
based on the Company’s management model of such instruments and their contractual cash flows they generate. Financial
liabilities are classified and measured at amortized cost, unless they are held for trading and classified as FVTE.
The Company has made the following classifications:
FVTE
Cash and cash equivalents, cash included in funds held for clients, derivative financial instruments and deferred compensation
plan assets within long-term financial assets are measured at fair value at the end of each reporting period and the resulting
gains or losses are recorded in the consolidated statements of earnings.
Amortized Cost
Trade accounts receivable, long-term receivables within long-term financial assets, short-term investments in funds held for
clients, accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, long-term debt and
clients’ funds obligations are measured at amortized cost using the effective interest method. Financial assets classified at
amortized cost are subject to impairment. For trade accounts receivable and work in progress, the Company applies the
simplified approach to measure expected credit losses, which requires lifetime expected loss allowance to be recorded upon
initial recognition of the financial assets.
90 — Consolidated Financial Statements
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
3. Summary of material accounting policies (continued)
FINANCIAL INSTRUMENTS (CONTINUED)
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 are measured at fair value through other comprehensive income and are subject
to impairment for which the Company uses the low credit risk exemption.
The unrealized gains and losses, net of applicable income taxes, are recorded in other comprehensive income. Interest
income measured using the effective interest method and realized gains and losses on derecognition are recorded in the
consolidated statements of earnings.
Transaction costs are comprised primarily of legal, accounting and other costs directly attributable to the acquisition or
issuance of financial instruments. Transaction costs related to financial instruments other than FVTE are included in the initial
recognition of the corresponding asset or liability and are amortized using effective interest method. Transaction costs related
to the unsecured committed revolving credit facility are included in other long-term assets and are amortized using the straight-
line method over the expected life of the underlying agreement.
Financial assets are derecognized if the contractual rights to the cash flows from the financial asset expire or the asset is
transferred and the transfer qualifies for derecognition as substantially all the risks and rewards of ownership of the financial
asset have been transferred.
Fair value hierarchy
Fair value measurements recognized on the balance sheets 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.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS
The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign
currency exchange risks.
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are entered into and are
subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognized in the
consolidated statements of earnings, unless the derivative is designated and is effective as a hedging instrument, in which
event the timing of the recognition in the consolidated statements of earnings depends on the nature of the hedge relationship.
The cash flows of the hedging instruments are classified in the same manner as the cash flows of the item being hedged.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the
Company wishes to apply hedge accounting and the risk management's objective and strategy for undertaking the hedge. The
documentation includes the identification of the nature of the risk being hedged, the economic relationship between the
hedged item and the hedging instruments which should not be dominated by credit risk, the hedge ratio consistent with the risk
management strategy pursued and how the Company will assess the effectiveness of the hedging relationship on an ongoing
basis.
Management evaluates hedge effectiveness at inception of the hedge instrument and quarterly thereafter generally based on a
managed hedge ratio of 1 for 1. Hedge effectiveness is measured prospectively as the extent to which changes in the fair
value or cash flows of the derivative offsets the changes in the fair value or cash flows of the underlying hedged instrument or
risk when there is a significant mismatch between the terms of the hedging instrument and the hedged item. Any meaningful
imbalance is considered ineffectiveness in the hedge and accounted for accordingly in the consolidated statements of
earnings.
FISCAL 2024 RESULTS — 91
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS (CONTINUED)
Hedges of net investments in foreign operations
The Company may use cross-currency swaps and foreign currency denominated long-term debt to hedge portions of the
Company’s net investments in its U.S. and European operations. Foreign exchange translation gains or losses on the net
investments and the effective portions of gains or losses on instruments hedging the net investments are recorded in other
comprehensive income. Gains or losses relating to the ineffective portion are recognized in consolidated statements of
earnings. When the hedged net investment is disposed of, the relevant amount in other comprehensive income is transferred
to earnings as part of the gain or loss on disposal.
Cash flow hedges of future revenue and long-term debt
The majority of the Company’s revenue and costs are denominated in a currency other than the Canadian dollar. The risk of
foreign exchange fluctuations impacting the results is substantially mitigated by matching the Company’s costs with revenue
denominated in the same currency. In certain cases where there is a substantial imbalance for a specific currency, the
Company enters into foreign currency forward contracts to hedge the variability in the foreign currency exchange rates.
The Company also uses interest rate and cross-currency swaps to hedge either the cash flow exposure or the foreign
exchange exposure of the long-term debt.
The effective portion of the change in fair value of the derivative financial instruments is recognized in other comprehensive
income and the ineffective portion, if any, in the consolidated statements of earnings. The effective portion of the change in fair
value of the derivatives is reclassified out of other comprehensive income into the consolidated statements of earnings when
the hedged item is recognized in the consolidated statements of earnings.
Cost of hedging
The Company has elected to account for forward element and foreign currency basis spread of forward contracts and cross-
currency swaps as costs of hedging. In such cases, the deferred costs (gains) of hedging, net of applicable income taxes, are
recognized as a separate component of the accumulated other comprehensive income and reclassified in the consolidated
statements of earnings when the hedged item is derecognized.
EMPLOYEE BENEFITS
The Company operates both defined benefit and defined contribution post-employment benefit plans.
The cost of defined contribution plans is charged to the consolidated statements of earnings on the basis of contributions
payable by the Company during the year.
For defined benefit plans, the defined benefit obligations are calculated by independent actuaries using the projected unit
credit method. The retirement benefits obligations in the consolidated balance sheets represent the present value of the
defined benefit obligations as reduced by the fair value of plan assets on a plan by plan basis. The retirement benefits assets
are recognized to the extent that the Company can benefit from refunds or a reduction in future contributions. Retirement
benefits plans that are funded by the payment of insurance premiums are treated as defined contribution plans unless the
Company has an obligation either to pay the benefits directly when they fall due or to pay further amounts if assets
accumulated with the insurer do not cover all future employee benefits. In such circumstances, the plan is treated as a defined
benefit plan.
Insurance policies are treated as plan assets of a defined benefit plan if the proceeds of the policy:
-
Can only be used to fund employee benefits;
-
Are not available to the Company’s creditors; and
-
Either cannot be paid to the Company unless the proceeds represent surplus assets not needed to meet all the
benefit obligations or are a reimbursement for benefits already paid by the Company.
Insurance policies that do not meet the above criteria are treated as non-current investments and are held at fair value as long-
term financial assets in the consolidated balance sheets.
3. Summary of material accounting policies (continued)
92 — Consolidated Financial Statements
3.
Summary of material accounting policies (continued)
EMPLOYEE BENEFITS (CONTINUED)
The actuarial valuations used to determine the cost of defined benefit pension plans and their present value involve making
assumptions such as discount rates, future salary and pension increases, inflation rates and mortality. Any changes in
assumptions will impact the carrying amount of pension obligations. In determining the appropriate discount rate, management
considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be
paid, and that have terms to maturity approximating the terms of the related pension liability.
The current service cost is recognized in the consolidated statements of earnings under costs of services, selling and
administrative. The net interest cost calculated by applying the discount rate to the net defined benefit liabilities or assets is
recognized as net finance cost or income. When the benefits of a plan are changed or when a plan is curtailed, the resulting
change in benefits that relates to past services or the gains or losses on curtailment is recognized immediately in the
consolidated statements of earnings. The gains or losses on the settlement of a defined benefit plan are recognized when the
settlement occurs.
Remeasurements on defined benefit plans include actuarial gains and losses, changes in the effect of the asset ceiling and the
return on plan assets, excluding the amount included in net interest on the net defined liabilities or assets. Remeasurements
are charged or credited to other comprehensive income in the period in which they arise.
ADOPTION OF ACCOUNTING STANDARD
The following standard amendments have been adopted by the Company on October 1, 2023:
Definition of Accounting Estimates – Amendments to IAS 8
In February 2021, the International Accounting Standards Board (IASB) amended IAS 8 Accounting Policies, Changes in
Accounting estimates and Errors to introduce a definition of accounting estimates and to help entities distinguish changes in
accounting policies from changes in accounting estimates. This distinction is important because changes in accounting policies
must be applied retrospectively while changes in accounting estimates are accounted for prospectively.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences.
The implementation of these standard amendments resulted in no impact on the Company's consolidated financial statements.
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12
On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic
implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in
relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which
was applied as of that date.
Since March 31, 2024, the Company is subject to additional disclosure requirements on current tax expense related to Pillar
Two income taxes, as well as qualitative and quantitative information about the exposure to Pillar Two income taxes. The
Company has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent
country-by-country reporting and financial statements for its constituent entities.
The Pillar Two Model Rules – Amendments to IAS 12 had no significant impact on the Company’s consolidated financial
statements.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 93
3.
Summary of material accounting policies (continued)
FUTURE ACCOUNTING STANDARD CHANGES
The following standard amendments are effective as of October 1, 2024:
Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants –
Amendments to IAS 1
In January 2020, the IASB amended IAS 1 Presentation of Financial Statements, clarifying that the classification of liabilities as
current or non-current is based on existing rights at the end of the reporting period, independent of whether the Company will
exercise its right to defer settlement of a liability. Subsequently, in October 2022, the IASB introduced additional amendments
to IAS 1, emphasizing that covenants for long-term debt, regardless whether the covenants were compliant after the reporting
date, should not affect debt classification; instead, companies are required to disclose information about these covenants in
the notes accompanying their financial statements.
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
In May 2023, the IASB amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to introduce
new disclosure requirements to enhance the transparency on supplier finance arrangements and their impact on the
Company’s liabilities, cash flows and liquidity exposure. The new disclosure requirements will include information such as
terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk
information around supplier finance arrangements.
The implementation of these standard amendments will result in no impact on the Company's consolidated financial
statements.
The following standard amendments have been issued and will be effective as of October 1, 2026 for the Company, with
earlier application permitted. The Company will evaluate the impact of these standard amendments on its consolidated
financial statements.
Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial
liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or
the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and
contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual
terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income.
The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that
change their measurement category due to the standard amendments.
The following standard has been issued by the IASB and will be effective as of October 1, 2027 for the Company, with earlier
application permitted. The Company will evaluate the impact of this standard on its consolidated financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1
Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency
of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the
standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and
subtotals. It also requires disclosure of management-defined financial performance measures used in public communications
outside financial statements and includes new requirements for aggregation and disaggregation of financial information based
on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual
and interim financial statements.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
94 — Consolidated Financial Statements
4.
Accounts receivable
As at
September 30, 2024
As at
September 30, 2023
$
$
Trade (Note 32)
1,117,712
1,152,880
Tax credits and R&D tax credits
149,955
157,668
Other
130,735
114,569
1,398,402
1,425,117
5.
Funds held for clients
As at
September 30, 2024
As at
September 30, 2023
$
$
Cash (Note 32)
233,584
269,792
Short-term investments
50,000
80,000
Long-term bonds (Note 32)
223,196
138,935
506,780
488,727
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 95
6.
Property, plant and equipment
Land and
buildings
Leasehold
improvements
Furniture,
fixtures and
equipment
Computer
equipment
Total
$
$
$
$
$
Cost
As at September 30, 2023
81,381
256,804
149,271
620,371
1,107,827
Additions
6,032
17,724
12,253
72,515
108,524
Additions - business acquisitions (Note 27)
—
96
196
1,086
1,378
Disposals/retirements
(10,236)
(27,142)
(19,273)
(86,710)
(143,361)
Foreign currency translation adjustment
3,353
5,768
2,754
17,057
28,932
As at September 30, 2024
80,530
253,250
145,201
624,319
1,103,300
Accumulated depreciation
As at September 30, 2023
26,979
165,260
94,710
431,602
718,551
Depreciation expense (Note 24)
2,550
28,974
12,988
90,306
134,818
Impairment (Note 24)
115
1,966
465
149
2,695
Disposals/retirements
(4,985)
(26,945)
(19,273)
(86,710)
(137,913)
Foreign currency translation adjustment
1,324
4,284
1,368
11,350
18,326
As at September 30, 2024
25,983
173,539
90,258
446,697
736,477
Net carrying amount as at September 30, 2024
54,547
79,711
54,943
177,622
366,823
Land and
buildings
Leasehold
improvements
Furniture,
fixtures and
equipment
Computer
equipment
Total
$
$
$
$
$
Cost
As at September 30, 2022
77,371
262,972
152,083
598,725
1,091,151
Additions
1,933
29,301
16,145
111,011
158,390
Disposals/retirements
(167)
(39,269)
(20,477)
(100,769)
(160,682)
Foreign currency translation adjustment
2,244
3,800
1,520
11,404
18,968
As at September 30, 2023
81,381
256,804
149,271
620,371
1,107,827
Accumulated depreciation
As at September 30, 2022
23,467
170,647
101,302
426,127
721,543
Depreciation expense (Note 24)
3,234
28,697
12,675
98,759
143,365
Impairment (Note 24)
—
2,163
423
—
2,586
Disposals/retirements
(167)
(39,269)
(20,477)
(100,769)
(160,682)
Foreign currency translation adjustment
445
3,022
787
7,485
11,739
As at September 30, 2023
26,979
165,260
94,710
431,602
718,551
Net carrying amount as at September 30, 2023
54,402
91,544
54,561
188,769
389,276
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
96 — Consolidated Financial Statements
7.
Right-of-use assets
Properties
Motor vehicles and
others
Computer
equipment
Total
$
$
$
$
Cost
As at September 30, 2023
1,022,910
199,501
38,943
1,261,354
Additions
46,289
41,968
208
88,465
Additions - business acquisitions (Note 27)
2,341
—
—
2,341
Change in estimates and lease modifications
18,422
—
—
18,422
Disposals/retirements
(81,524)
(46,014)
(29,942)
(157,480)
Foreign currency translation adjustment
34,574
6,156
965
41,695
As at September 30, 2024
1,043,012
201,611
10,174
1,254,797
Accumulated depreciation
As at September 30, 2023
644,021
98,800
36,212
779,033
Depreciation expense (Note 24)
89,198
35,507
1,910
126,615
Impairment (Note 24)
10,119
—
—
10,119
Disposals/retirements
(80,766)
(41,970)
(29,942)
(152,678)
Foreign currency translation adjustment
21,285
3,386
922
25,593
As at September 30, 2024
683,857
95,723
9,102
788,682
Net carrying amount as at September 30, 2024
359,155
105,888
1,072
466,115
Properties
Motor vehicles and
others
Computer
equipment
Total
$
$
$
$
Cost
As at September 30, 2022
1,049,445
180,164
40,689
1,270,298
Additions
32,772
48,883
1,030
82,685
Change in estimates and lease modifications
13,940
—
—
13,940
Disposals/retirements
(101,670)
(36,792)
(3,121)
(141,583)
Foreign currency translation adjustment
28,423
7,246
345
36,014
As at September 30, 2023
1,022,910
199,501
38,943
1,261,354
Accumulated depreciation
As at September 30, 2022
610,007
88,923
36,247
735,177
Depreciation expense (Note 24)
103,249
36,988
2,793
143,030
Impairment (Note 24)
9,649
—
—
9,649
Disposals/retirements
(94,676)
(31,700)
(3,121)
(129,497)
Foreign currency translation adjustment
15,792
4,589
293
20,674
As at September 30, 2023
644,021
98,800
36,212
779,033
Net carrying amount as at September 30, 2023
378,889
100,701
2,731
482,321
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 97
8.
Contract costs
As at September 30, 2024
As at September 30, 2023
Cost
Accumulated
amortization
and impairment
Net
carrying
amount
Cost
Accumulated
amortization
and impairment
Net
carrying
amount
$
$
$
$
$
$
Transition costs
610,971
274,243 336,728
549,848
250,847 299,001
Incentives
51,045
43,744
7,301
52,331
42,886
9,445
662,016
317,987 344,029
602,179
293,733 308,446
9.
Intangible assets
Software
Software
internally
developed
Business
solutions
acquired
Business
solutions
internally
developed
Client
relationships
and backlog
Total
$
$
$
$
$
$
Cost
As at September 30, 2023
228,673
110,225
90,139
841,740
1,248,069
2,518,846
Additions
50,534
7,720
—
100,810
—
159,064
Business acquisitions (Note 27)
69
—
—
—
124,330
124,399
Disposals/retirements
(26,301)
(5,806)
(9,672)
(20,221)
—
(62,000)
Foreign currency translation adjustment
3,203
931
1,309
5,968
39,762
51,173
As at September 30, 2024
256,178
113,070
81,776
928,297
1,412,161
2,791,482
Accumulated amortization and
impairment
As at September 30, 2023
175,238
75,187
67,954
474,462
1,102,902
1,895,743
Amortization expense (Note 24)
40,088
14,810
3,838
77,701
49,304
185,741
Impairment (Note 24)
1,439
131
—
10,004
—
11,574
Disposals/retirements
(26,301)
(5,806)
(9,672)
(20,221)
—
(62,000)
Foreign currency translation adjustment
2,647
666
1,200
2,517
34,819
41,849
As at September 30, 2024
193,111
84,988
63,320
544,463
1,187,025
2,072,907
Net carrying amount as at September 30,
2024
63,067
28,082
18,456
383,834
225,136
718,575
Software
Software
internally
developed
Business
solutions
acquired
Business
solutions
internally
developed
Client
relationships
and backlog
Total
$
$
$
$
$
$
Cost
As at September 30, 2022
238,940
104,486
78,580
734,021
1,231,393
2,387,420
Additions
33,963
9,130
19,811
111,894
—
174,798
Business acquisitions (Note 27b)
—
—
—
—
(8,951)
(8,951)
Disposals/retirements
(49,103)
(3,900)
(9,002)
—
—
(62,005)
Foreign currency translation adjustment
4,873
509
750
(4,175)
25,627
27,584
As at September 30, 2023
228,673
110,225
90,139
841,740
1,248,069
2,518,846
Accumulated amortization and
impairment
As at September 30, 2022
189,639
65,323
73,094
408,298
1,035,107
1,771,461
Amortization expense (Note 24)
30,475
13,421
3,274
69,053
47,824
164,047
Disposals/retirements
(49,103)
(3,900)
(9,002)
—
—
(62,005)
Foreign currency translation adjustment
4,227
343
588
(2,889)
19,971
22,240
As at September 30, 2023
175,238
75,187
67,954
474,462
1,102,902
1,895,743
Net carrying amount as at September 30,
2023
53,435
35,038
22,185
367,278
145,167
623,103
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
98 — Consolidated Financial Statements
10. Other long-term assets
As at
September 30, 2024
As at
September 30, 2023
$
$
Long-term prepaid services
24,061
28,674
Insurance contracts held to fund defined benefit pension and life assurance
arrangements - reimbursement rights (Note 17)
19,675
19,458
Retirement benefits assets (Note 17)
22,446
836
Deposits
13,503
15,634
Deferred financing fees
2,425
2,531
Other
28,330
17,643
110,440
84,776
11.
Long-term financial assets
As at
September 30, 2024
As at
September 30, 2023
$
$
Deferred compensation plan assets (Notes 17 and 32)
112,270
88,076
Long-term investments (Note 32)
24,209
17,113
Long-term receivables
10,114
20,774
Long-term derivative financial instruments (Note 32)
2,644
22,005
149,237
147,968
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 99
12.
Goodwill
The following tables present information on the Company's operations which are managed through the following nine operating
segments: Western and Southern Europe (primarily France, Portugal and Spain); United States (U.S.) Commercial and State
Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.)
and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech
Republic); 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.
The Company completed the annual impairment test during the fourth quarter of the fiscal year 2024 and did not identify any
impairment.
The movements in goodwill were as follows:
Western
and
Southern
Europe
U.S.
Commercial
and State
Government
Canada
U.S.
Federal
Scandinavia
and Central
Europe
U.K. and
Australia
Finland,
Poland and
Baltics
Northwest
and
Central-
East
Europe
Asia
Pacific
Total
$
$
$
$
$
$
$
$
$
$
As at September 30, 2023
1,555,730
1,258,377 1,142,148 1,090,703
1,383,316 896,809
604,885
532,129 260,353 8,724,450
Business acquisitions (Note 27)
—
42,055
— 397,406
—
—
—
—
— 439,461
Foreign currency translation adjustment
79,977
(2,175)
—
(3,813)
79,654
84,131
32,292
25,915 10,484 306,465
As at September 30, 2024
1,635,707
1,298,257 1,142,148 1,484,296
1,462,970 980,940
637,177
558,044 270,837 9,470,376
Key assumptions in goodwill impairment testing
The key assumptions for the CGUs are disclosed in the following tables for the years ended September 30:
2024
Western
and
Southern
Europe
U.S.
Commercial
and State
Government
Canada
U.S.
Federal
Scandinavia
and Central
Europe
U.K. and
Australia
Finland,
Poland and
Baltics
Northwest
and
Central-
East
Europe
Asia
Pacific
%
%
%
%
%
%
%
%
%
Pre-tax WACC
10.3
11.4
10.9
10.3
10.0
11.5
10.3
10.2
17.8
Long-term growth rate of net operating cash flows1
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2023
Western
and
Southern
Europe
U.S.
Commercial
and State
Government
Canada
U.S.
Federal
Scandinavia
and Central
Europe
U.K. and
Australia
Finland,
Poland and
Baltics
Northwest
and
Central-
East
Europe
Asia
Pacific
%
%
%
%
%
%
%
%
%
Pre-tax WACC
11.7
11.9
11.0
10.3
12.1
13.7
12.2
12.1
20.3
Long-term growth rate of net operating cash flows1
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2.0
1 The long-term growth rate is based on the lower of published industry research growth and 2.0%.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
100 — Consolidated Financial Statements
13. Provisions
Severances1
Decommissioning
liabilities2
Others3
Total
$
$
$
$
As at September 30, 2023
5,719
19,972
18,472
44,163
Additional provisions
70,153
1,326
16,307
87,786
Utilized amounts
(62,796)
(1,367)
(17,942)
(82,105)
Reversals of unused amounts
(1,587)
(1,206)
(3,366)
(6,159)
Discount rate adjustment and imputed
interest
—
191
301
492
Foreign currency translation adjustment
514
1,122
609
2,245
As at September 30, 2024
12,003
20,038
14,381
46,422
Current portion
11,797
4,110
11,564
27,471
Non-current portion
206
15,928
2,817
18,951
1
See Note 25, Cost optimization program and Note 27c), Investments in subsidiaries.
2 As at September 30, 2024, the decommissioning liabilities were based on the expected cash flows of $20,483,000 and were discounted at a weighted average
rate of 1.16%. The timing of settlements of these obligations ranges between one and seventeen years as at September 30, 2024. The reversals of unused
amounts are mostly due to favourable settlements.
3 As at September 30, 2024, others included provisions on revenue-generating contracts, onerous supplier contracts mainly under the cost optimization program
(Note 25) and acquisition-related and integration costs (Note 27c), as well as litigation and claims.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 101
14. Long-term debt
As at
September 30, 2024
As at
September 30, 2023
$
$
2014 U.S. Senior Notes of $473,025 (U.S. $350,000)1
—
473,808
2021 U.S. Senior Notes of $810,900 (U.S. $600,000) repayable in September 2026 and of
$540,600 (U.S. $400,000) repayable in September 20312
1,342,758
1,342,714
2021 CAD Senior Notes of $600,000 repayable in September 20283
597,212
596,550
2024 CAD Senior Notes of $300,000 repayable in September 2027 and of $450,000
repayable in September 20294
746,144
—
Unsecured committed term loan credit facility5
—
676,886
Other long-term debt
2,194
10,363
2,688,308
3,100,321
Current portion
999
1,158,971
2,687,309
1,941,350
1 In September 2024, the Company repaid the last two series of the senior unsecured notes issued in 2014 of U.S.$350,000,000 (2014 U.S. Senior Notes), for a
total amount of $475,825,000, and settled the related cross-currency swaps (Note 32).
2 The senior unsecured notes issued in 2021 of U.S. $1,000,000,000 (2021 U.S. Senior Notes) are comprised of two series of senior unsecured notes with a
weighted average maturity of 4 years and a weighted average interest rate of 1.79%. As at September 30, 2024, these represent an amount of $1,351,500,000,
less financing fees.
3 As at September 30, 2024, an amount of $600,000,000 was borrowed, less financing fees. The senior unsecured notes issued in 2021 of $600,000,000 (2021
CAD Senior Notes) are due in September 2028, with an interest rate of 2.10%.
4 In September 2024, the Company issued senior unsecured notes (2024 CAD Senior Notes) for a total principal amount of $750,000,000, less financing fees.
This issuance is comprised of two series of senior unsecured notes with a weighted average maturity of 4 years and a weighted average interest rate of 4.08%.
5
In December 2023, the Company repaid in full its unsecured committed term loan credit facility of U.S. $500,000,000, for a total amount of $670,350,000. The
Company also settled the related cross-currency swaps (Note 32).
The Company has an unsecured committed revolving credit facility available for an amount of $1,500,000,000 that expires in
November 2028. This facility bears interest at variable reference rate benchmarks, plus a variable margin that is determined
based on the Company's leverage ratio. As at September 30, 2024, there was no amount drawn upon this facility. An amount
of $3,645,000 has been committed against this facility to cover various letters of credit issued for clients and other parties. On
October 30, 2024, the unsecured committed revolving credit facility was extended by one year to October 30, 2029 and can be
further extended. There were no material changes in the terms and conditions including interest rates and banking covenants.
The unsecured committed revolving credit facility contains covenants that require the Company to maintain certain financial
ratios (Note 33). As at September 30, 2024, the Company was in compliance with these covenants.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
102 — Consolidated Financial Statements
15.
Other long-term liabilities
As at
September 30, 2024
As at
September 30, 2023
$
$
Deferred revenue
137,450
112,370
Deferred compensation plan liabilities (Note 17)
124,447
97,745
Other
39,185
33,477
301,082
243,592
16. Income taxes
Year ended September 30
2024
2023
$
$
Current income tax expense
Current income tax expense in respect of the current year
731,338
697,402
Adjustments recognized in the current year in relation to the income tax expense (recovery) of prior
years
12,998
(21,242)
Total current income tax expense
744,336
676,160
Deferred income tax recovery
Deferred income tax recovery relating to the origination and reversal of temporary differences
(118,893)
(119,249)
Adjustments recognized in the current year in relation to the deferred income tax (recovery)
expense of prior years
(27,207)
9,753
Total deferred income tax recovery
(146,100)
(109,496)
Total income tax expense
598,236
566,664
The Company’s effective income tax rate differs from the combined Federal and Provincial Canadian statutory tax rate as
follows:
Year ended September 30
2024
2023
%
%
Company's statutory tax rate
26.5
26.5
Effect of foreign tax rate differences
(0.3)
(0.6)
Final determination from agreements with tax authorities and expirations of statutes of limitations
(0.3)
(0.5)
Non-deductible and tax exempt items
0.3
0.1
Recognition of previously unrecognized temporary differences
(0.3)
—
Minimum income tax charge
0.2
0.3
Effective income tax rate
26.1
25.8
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 103
The continuity schedule of deferred tax balances is as follows:
As at
September 30,
2023
Additions
from
business
acquisitions
Recognized in
earnings
Recognized
in other
comprehensive
income
$
$
$
$
Accounts payable and accrued
liabilities, provisions and other
long-term liabilities
43,673
—
8,844
—
Tax benefits on losses carried
forward
56,078
—
(7,265)
—
Accrued compensation and
employee-related liabilities
68,926
—
12,102
—
Retirement benefits obligations
27,243
—
795
(356)
Capitalized research and
development
92,880
—
82,302
—
Lease liabilities
169,288
—
(16,919)
—
PP&E, contract costs, intangible
assets and other long-term
assets
(123,717)
—
49,457
—
Right-of-use assets
(143,411)
—
23,077
—
Work in progress
(14,372)
—
(926)
—
Goodwill
(87,259)
—
(6,346)
—
Refundable tax credits on
salaries
(22,568)
—
(2,478)
—
Cash flow hedges
(4,010)
—
14,164
5,374
Other
11,600
—
(10,707)
(3,462)
Deferred taxes, net
74,351
—
146,100
1,556
As at
September 30,
2022
Additions
from
business
acquisitions
Recognized in
earnings
Recognized
in other
comprehensive
income
$
$
$
$
Accounts payable and accrued
liabilities, provisions and other
long-term liabilities
40,214
—
4,007
—
Tax benefits on losses carried
forward
51,963
—
2,928
—
Accrued compensation and
employee-related liabilities
51,136
—
14,531
—
Retirement benefits obligations
19,517
—
(5,601)
13,078
Capitalized research and
development
—
—
92,880
—
Lease liabilities
171,072
—
(5,750)
—
PP&E, contract costs, intangible
assets and other long-term
assets
(151,054)
2,540
23,567
—
Right-of-use assets
(132,757)
—
(6,709)
—
Work in progress
(12,828)
—
(1,283)
—
Goodwill
(81,617)
—
(6,653)
—
Refundable tax credits on
salaries
(20,049)
—
(2,517)
—
Cash flow hedges
(10,398)
—
(55)
6,445
Other
3,190
—
151
9,339
Deferred taxes, net
(71,611)
2,540
109,496
28,862
Recognized
in equity
Foreign currency
translation
adjustment and
other
As at
September 30,
2024
$
$
$
—
683
53,200
—
2,367
51,180
(3,599)
1,392
78,821
—
(648)
27,034
—
(715)
174,467
—
4,110
156,479
—
1,111
(73,149)
—
(3,648)
(123,982)
—
(323)
(15,621)
—
(77)
(93,682)
—
103
(24,943)
—
(1,468)
14,060
—
140
(2,429)
(3,599)
3,027
221,435
Recognized in
equity
Foreign currency
translation
adjustment and
other
As at
September 30,
2023
$
$
$
—
(548)
43,673
—
1,187
56,078
2,623
636
68,926
—
249
27,243
—
—
92,880
—
3,966
169,288
—
1,230
(123,717)
—
(3,945)
(143,411)
—
(261)
(14,372)
—
1,011
(87,259)
—
(2)
(22,568)
—
(2)
(4,010)
—
(1,080)
11,600
2,623
2,441
74,351
16. Income taxes (continued)
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
104 — Consolidated Financial Statements
16. Income taxes (continued)
The deferred tax balances are presented as follows in the consolidated balance sheets:
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
Deferred tax assets
Deferred tax liabilities
As at September 30, 2024, the Company had $195,358,000 ($279,918,000 as at September 30, 2023) in operating tax losses
carried forward, of which $39,077,000 ($104,113,000 as at September 30, 2023) expire at various dates from 2041 to 2043
and $156,281,000 ($175,805,000 as at September 30, 2023) have no expiry dates. As at September 30, 2024, a deferred
income tax asset of $46,564,000 ($49,742,000 as at September 30, 2023) has been recognized on $180,647,000
($187,865,000 as at September 30, 2023) of these losses. The deferred income tax assets are recognized only to the extent
that it is probable that taxable income will be available against which the unused tax losses can be utilized. As at September
30, 2024, the Company had $14,711,000 ($84,739,000 as at September 30, 2023) of the unrecognized operating tax losses
that have no expiry dates and none will expire ($7,314,000 as at September 30, 2023).
As at September 30, 2024, the Company had $470,177,000 ($424,736,000 as at September 30, 2023) in non-operating tax
losses carried forward that have no expiry dates. As at September 30, 2024, a deferred income tax asset of $4,616,000
($6,336,000 as at September 30, 2023) has been recognized on $17,869,000 ($24,806,000 as at September 30, 2023) of
these losses. As at September 30, 2024, the Company had $452,308,000 ($399,930,000 as at September 30, 2023) of
unrecognized non-operating tax losses.
As at September 30, 2024, the Company had $1,315,252,000 ($1,365,975,000 as at September 30, 2023) of cash and cash
equivalents held by foreign subsidiaries. The tax implications of the repatriation of cash and cash equivalents not considered
indefinitely reinvested have been accounted for and will not materially affect the Company’s liquidity. In addition, the Company
has not recorded deferred tax liabilities on undistributed earnings of $9,308,421,000 ($8,262,337,000 as at September 30,
2023) coming from its foreign subsidiaries as they are considered indefinitely reinvested. Upon distribution of these earnings in
the form of dividends or otherwise, the Company may be subject to taxation.
As at
September 30, 2024
As at
September 30, 2023
$
$
242,567
105,432
(21,132)
(31,081)
221,435
74,351
FISCAL 2024 RESULTS — 105
17.
Employee benefits
The Company operates various post-employment plans, including defined benefit and defined contribution pension plans as
well as other benefit plans for its employees.
DEFINED BENEFIT PLANS
The Company operates defined benefit pension plans primarily for the benefit of employees in the U.K., France and Germany,
with smaller plans in other countries. The benefits are based on pensionable salary and years of service and most of them are
funded with assets held in separate funds.
The defined benefit plans expose the Company to interest risk, inflation risk, longevity risk, currency risk and market
investment risk.
The following description focuses mainly on plans registered in the U.K., France and Germany:
U.K.
In the U.K., the Company has three defined benefit pension plans, the CMG U.K. Pension Scheme, the Logica U.K. Pension &
Life Assurance Scheme and the Logica Defined Benefit Pension Plan.
The CMG U.K. Pension Scheme is closed to new employees and is closed to further accrual of rights for existing employees.
The Logica U.K. Pension & Life Assurance Scheme is still open but only for employees who come from the civil service with
protected pensions. The Logica Defined Benefit Pension Plan is closed to new employees and is closed to further accrual of
rights for existing employees. The plan was created to mirror the Electricity Supply Pension Scheme and was created for
employees that worked for National Grid and Welsh Water with protected benefits.
Both the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan are employer and
employee based contribution plans.
The trustees are the custodians of the defined benefit pension plans and are responsible for the plan administration, including
investment strategies. The trustees review periodically the investment and the asset allocation policies. As such, the CMG U.K.
Pension Scheme policy is to target an allocation up to a maximum of 65% to return-seeking assets such as equities; the
Logica U.K. Pension & Life Assurance Scheme policy is to invest 15% of the scheme assets in equities and 85% in bonds; and
the Logica Defined Benefit Pension Plan policy is to invest 10% of the plan assets in equities and 90% in bonds.
The U.K. Pensions Act 2004 requires that full formal actuarial valuations are carried out at least every three years to determine
the contributions that the Company should pay in order for the plan to meet its statutory objective, taking into account the
assets already held. In the interim years, the trustees need to obtain estimated funding updates unless the scheme has less
than 100 employees in total.
The new funding actuarial valuations of the three defined benefit pension plans described above are being performed as at
September 30, 2024 and the results are expected to be available by the end of the 2025 fiscal year. In the meantime, the
Company followed the last funding actuarial valuations from 2022 as at September 30, 2024:
–
The actuarial valuation of the CMG U.K. Pension Scheme reported a surplus of $36,812,000. It specified that no
supplementary contributions were required in order to reach the plan funding objectives. Since January 1, 2022, the
Company did not contribute to the plan; and
–
The actuarial valuation of the Logica U.K. Pension & Life Assurance Scheme reported a surplus of $91,000. It
specified that no supplementary contributions were required in order to reach the plan funding objectives. During
fiscal 2024, the Company contributed an amount of $447,000 to cover service costs; and
–
The actuarial valuation of the Logica Defined Benefit Pension Plan reported a surplus of $18,901,000. It specified that
no supplementary contributions were required in order to reach the plan funding objectives. Since November 30,
2019, the Company did not contribute to the plan.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
106 — Consolidated Financial Statements
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
France
In France, the retirement indemnities are provided in accordance with the Labour Code. Upon retirement, employees receive
an indemnity, depending on the salary and seniority in the Company, in the form of a lump-sum payment.
Germany
In Germany, the Company has numerous defined benefit pension plans which are all closed to new employees. In the majority
of the plans, upon retirement of employees, the benefits are in the form of a monthly pension and in a few plans, the
employees receive an indemnity in the form of a lump-sum payment. There are no mandatory funding requirements. The plans
are funded by the contributions made by the Company. In some plans, insurance policies are taken out to fund retirement
benefit plans. These do not qualify as plan assets and are presented as reimbursement rights, unless they are part of a
reinsured support fund or are pledged to the employees.
The following tables present amounts for post-employment benefits plans included in the consolidated balance sheets:
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
As at September 30, 2024
Defined benefit obligations
Fair value of plan assets
Fair value of reimbursement rights
Net asset (liability) recognized in the balance sheet
Presented as:
Other long-term assets (Note 10)
Insurance contracts held to fund defined
benefit pension and life assurance
arrangements - reimbursement rights
Retirement benefits assets
Retirement benefits obligations
As at September 30, 2023
Defined benefit obligations
Fair value of plan assets
Fair value of reimbursement rights
Net asset (liability) recognized in the balance sheet
Presented as:
Other long-term assets (Note 10)
Insurance contracts held to fund defined
benefit pension and life assurance
arrangements - reimbursement rights
Retirement benefits assets
Retirement benefits obligations
U.K.
France
Germany
Other
Total
$
$
$
$
$
(620,308)
(95,366)
(74,715)
(107,559)
(897,948)
642,538
—
12,599
74,891
730,028
22,230
(95,366)
(62,116)
(32,668)
(167,920)
—
—
19,300
375
19,675
22,230
(95,366)
(42,816)
(32,293)
(148,245)
—
—
19,300
375
19,675
22,230
—
—
216
22,446
—
(95,366)
(62,116)
(32,884)
(190,366)
22,230
(95,366)
(42,816)
(32,293)
(148,245)
U.K.
France
Germany
Other
Total
$
$
$
$
$
(535,633)
(78,612)
(67,706)
(92,703)
(774,654)
536,226
—
11,747
64,138
612,111
593
(78,612)
(55,959)
(28,565)
(162,543)
—
—
19,082
376
19,458
593
(78,612)
(36,877)
(28,189)
(143,085)
—
—
19,082
376
19,458
593
—
—
243
836
—
(78,612)
(55,959)
(28,808)
(163,379)
593
(78,612)
(36,877)
(28,189)
(143,085)
FISCAL 2024 RESULTS — 107
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Defined benefit obligations
U.K.
France
Germany
Other
Total
$
$
$
$
$
As at September 30, 2023
535,633
78,612
67,706
92,703
774,654
Current service cost
946
6,114
373
6,732
14,165
Interest cost
30,561
3,378
2,738
5,009
41,686
Actuarial losses due to change in financial
assumptions1
29,444
10,088
4,948
3,405
47,885
Actuarial losses due to change in
demographic assumptions1
—
111
—
338
449
Actuarial (gains) losses due to experience1
(1,222)
(5,100)
(787)
794
(6,315)
Plan participant contributions
86
—
—
162
248
Benefits paid from the plan
(27,712)
—
(503)
(3,536)
(31,751)
Benefits paid directly by employer
—
(2,033)
(3,192)
(496)
(5,721)
Foreign currency translation adjustment1
52,572
4,196
3,432
2,448
62,648
As at September 30, 2024
620,308
95,366
74,715
107,559
897,948
Defined benefit obligations of unfunded
plans
—
95,366
—
21,600
116,966
Defined benefit obligations of funded plans
620,308
—
74,715
85,959
780,982
As at September 30, 2024
620,308
95,366
74,715
107,559
897,948
Defined benefit obligations
U.K.
France
Germany
Other
Total
$
$
$
$
$
As at September 30, 2022
525,262
77,477
61,420
85,784
749,943
Current service cost
997
6,106
379
6,251
13,733
Interest cost
27,445
3,093
2,600
4,414
37,552
Past service cost
—
(288)
—
—
(288)
Actuarial (gains) losses due to change in
financial assumptions1
(54,598)
(4,575)
65
(1,581)
(60,689)
Actuarial (gains) losses due to change in
demographic assumptions1
(12,077)
88
—
2
(11,987)
Actuarial losses (gains) due to experience1
33,349
(6,035)
2,571
3,496
33,381
Plan participant contributions
76
—
—
170
246
Benefits paid from the plan
(26,527)
—
(229)
(4,359)
(31,115)
Benefits paid directly by employer
—
(2,565)
(2,992)
(747)
(6,304)
Foreign currency translation adjustment1
41,706
5,311
3,892
(727)
50,182
As at September 30, 2023
535,633
78,612
67,706
92,703
774,654
Defined benefit obligations of unfunded
plans
—
78,612
—
18,132
96,744
Defined benefit obligations of funded plans
535,633
—
67,706
74,571
677,910
As at September 30, 2023
535,633
78,612
67,706
92,703
774,654
1 Amounts recognized in other comprehensive income.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
108 — Consolidated Financial Statements
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Plan assets and reimbursement rights
U.K.
France
Germany
Other
Total
$
$
$
$
$
As at September 30, 2023
536,226
—
30,829
64,514
631,569
Interest income on plan assets
30,573
—
1,300
3,712
35,585
Employer contributions
426
2,033
2,804
7,714
12,977
Return on assets excluding interest income1
50,973
—
(906)
1,579
51,646
Plan participant contributions
86
—
—
162
248
Benefits paid from the plan
(27,712)
—
(503)
(3,536)
(31,751)
Benefits paid directly by employer
—
(2,033)
(3,192)
(496)
(5,721)
Administration expenses paid from the plan
(1,462)
—
—
—
(1,462)
Foreign currency translation adjustment1
53,428
—
1,567
1,617
56,612
As at September 30, 2024
642,538
—
31,899
75,266
749,703
Plan assets
642,538
—
12,599
74,891
730,028
Reimbursement rights
—
—
19,300
375
19,675
As at September 30, 2024
642,538
—
31,899
75,266
749,703
Plan assets and reimbursement rights
U.K.
France
Germany
Other
Total
$
$
$
$
$
As at September 30, 2022
571,909
—
29,523
59,414
660,846
Interest income on plan assets
29,902
—
1,283
3,370
34,555
Employer contributions
339
2,565
2,983
6,744
12,631
Return on assets excluding interest income1
(84,003)
—
(1,668)
(12)
(85,683)
Plan participant contributions
76
—
—
170
246
Benefits paid from the plan
(26,527)
—
(229)
(4,359)
(31,115)
Benefits paid directly by employer
—
(2,565)
(2,992)
(747)
(6,304)
Administration expenses paid from the plan
(1,779)
—
—
(5)
(1,784)
Foreign currency translation adjustment1
46,309
—
1,929
(61)
48,177
As at September 30, 2023
536,226
—
30,829
64,514
631,569
Plan assets
536,226
—
11,747
64,138
612,111
Reimbursement rights
—
—
19,082
376
19,458
As at September 30, 2023
536,226
—
30,829
64,514
631,569
1 Amounts recognized in other comprehensive income.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 109
As at September 30, 2024
Quoted equities
Quoted bonds
Cash
Other1
As at September 30, 2023
Quoted equities
Quoted bonds
Cash
Other1
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The plan assets at the end of the years consist of:
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
1
Other is mainly composed of quoted investment funds and various insurance policies to cover some of the defined benefit obligations.
Plan assets do not include any shares of the Company, property occupied by the Company or any other assets used by the
Company.
The following table summarizes the expense1 recognized in the consolidated statements of earnings:
Year ended September 30
2024
2023
$
$
Current service cost
14,165
13,734
Past service cost
—
(288)
Net interest on net defined benefit obligations or assets
6,101
2,998
Administration expenses
1,462
1,784
21,728
18,228
1
The expense was presented as costs of services, selling and administrative for an amount of $14,165,000 and as net finance costs for an amount of $7,563,000
(Note 26) ($13,446,000 and $4,782,000, respectively for the year ended September 30, 2023).
U.K.
Germany
Other
Total
$
$
$
$
260,103
—
—
260,103
158,739
—
—
158,739
3,123
—
68
3,191
220,573
12,599
74,823
307,995
642,538
12,599
74,891
730,028
U.K.
Germany
Other
Total
$
$
$
$
205,130
—
—
205,130
139,584
—
—
139,584
5,566
—
76
5,642
185,946
11,747
64,062
261,755
536,226
11,747
64,138
612,111
110 — Consolidated Financial Statements
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Actuarial assumptions
The following are the principal actuarial assumptions calculated as weighted averages of the defined benefit obligations. The
assumed discount rates, future salary and pension increases, inflation rates and mortality all have a significant effect on the
accounting valuation.
As at September 30, 2024
U.K
France
Germany
Other
%
%
%
%
Discount rate
5.00
3.33
3.33
5.06
Future salary increases
0.31
4.10
2.50
2.74
Future pension increases
3.01
—
2.10
0.31
Inflation rate
3.15
2.00
2.00
3.44
As at September 30, 2023
U.K.
France
Germany
Other
%
%
%
%
Discount rate
5.60
4.20
4.06
5.62
Future salary increases
0.33
4.15
2.50
2.76
Future pension increases
3.20
—
2.10
0.29
Inflation rate
3.39
2.10
2.00
3.46
The average longevity over 65 of an employee presently at age 45 and 65 are as follows:
As at September 30, 2024
U.K.
Germany
(in years)
Longevity at age 65 for current employees
Males
22.1
21.0
Females
23.9
24.0
Longevity at age 45 for current employees
Males
23.5
24.0
Females
25.4
27.0
As at September 30, 2023
U.K.
Germany
(in years)
Longevity at age 65 for current employees
Males
22.0
21.0
Females
23.8
24.0
Longevity at age 45 for current employees
Males
23.4
24.0
Females
25.3
26.0
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 111
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Actuarial assumptions (continued)
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and
experience in each country. Mortality assumptions for the most significant countries are based on the following post-retirement
mortality tables for the year ended September 30, 2024: (1) U.K.: 100% of the mortality rates in 2019 Vita Curves plus
CMI_2020 projections model with a smoothing parameter (Sk) of 7.5, an Initial Addition (A) parameter of 0, nil weighting on
2020 data (w2020=0) and a 1.25% p.a. minimum long term improvement rate for both males and females, (2) Germany:
Heubeck RT2018G and (3) France: INSEE 2018-2020 (INSEE TVTD 2017-2019 for the year ended September 30, 2023).
The following tables show the sensitivity of the defined benefit obligations to changes in the principal actuarial assumptions:
As at September 30, 2024
U.K.
France
Germany
$
$
$
Increase of 0.25% in the discount rate
(18,334)
(2,927)
(1,796)
Decrease of 0.25% in the discount rate
19,263
3,056
1,874
Salary increase of 0.25%
181
3,151
23
Salary decrease of 0.25%
(179)
(3,029)
(21)
Pension increase of 0.25%
10,675
—
948
Pension decrease of 0.25%
(9,287)
—
(913)
Increase of 0.25% in inflation rate
12,047
3,151
948
Decrease of 0.25% in inflation rate
(11,798)
(3,029)
(913)
Increase of one year in life expectancy
15,309
664
2,025
Decrease of one year in life expectancy
(15,478)
(710)
(1,809)
As at September 30, 2023
U.K.
France
Germany
$
$
$
Increase of 0.25% in the discount rate
(15,631)
(2,370)
(1,596)
Decrease of 0.25% in the discount rate
16,416
2,473
1,663
Salary increase of 0.25%
137
2,572
23
Salary decrease of 0.25%
(132)
(2,474)
(21)
Pension increase of 0.25%
8,713
—
834
Pension decrease of 0.25%
(8,503)
—
(805)
Increase of 0.25% in inflation rate
12,348
5,660
834
Decrease of 0.25% in inflation rate
(11,948)
(5,110)
(805)
Increase of one year in life expectancy
12,614
943
1,702
Decrease of one year in life expectancy
(12,801)
(1,258)
(1,530)
The sensitivity analysis above has been based on a method that extrapolates the impact on the defined benefit obligations as
a result of reasonable changes in key assumptions occurring at the end of the year.
The remaining weighted average duration of the defined benefit obligations are as follows:
Year ended September 30
2024
2023
(in years)
U.K.
13
13
France
17
17
Germany
10
10
Other
9
9
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
112 — Consolidated Financial Statements
17.
Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The Company expects to contribute $8,616,000 to defined benefit plans during the next year, of which $369,000 relates to the
U.K. plans, and $8,246,000 relates to the other plans.
DEFINED CONTRIBUTION PLANS
The Company also operates defined contribution pension plans. In some countries, contributions are made into the state
pension plans. The pension cost for defined contribution plans amounted to $296,470,000 in 2024 ($282,284,000 in 2023).
In addition, in Sweden, the Company contributes to a multi-employer plan, Alecta SE (Alecta) pension plan, which is a defined
benefit pension plan. This pension plan is classified as a defined contribution plan as sufficient information is not available to
use defined benefit accounting. Alecta lacks the possibility of establishing an exact distribution of assets and provisions to the
respective employers. The Company’s proportion of the total contributions to the plan is 0.72% and the Company’s proportion
of the total number of active employees in the plan is 0.48%.
Alecta uses a collective funding ratio to determine the surplus or deficit in the pension plan. Any surplus or deficit in the plan
will affect the amount of future contributions payable. The collective funding is the difference between Alecta’s assets and the
commitments to the policy holders and insured individuals. The collective funding ratio is normally allowed to vary between
125% and 175%. As at September 30, 2024, Alecta collective funding ratio was 163% (178% in 2023). The plan expense was
$23,422,000 in 2024 ($25,311,000 in 2023). The Company expects to contribute $18,043,000 to the plan during the next year.
OTHER BENEFIT PLANS
As at September 30, 2024, the deferred compensation liability totaled $124,447,000 ($97,745,000 as at September 30, 2023)
(Note 15) and the deferred compensation assets totaled $112,270,000 ($88,076,000 as at September 30, 2023) (Note 11). The
deferred compensation liability is mainly related to plans covering some of its U.S. management. Some of the plans include
assets that will be used to fund the liabilities.
For the deferred compensation plan in the U.S., a trust was established so that the plan assets could be segregated; however,
the assets are subject to the Company’s general creditors in the case of bankruptcy. The assets composed of investments vary
with employees’ contributions and changes in the value of the investments. The change in liabilities associated with the plan is
equal to the change of the assets. The assets in the trust and the associated liabilities totaled $112,270,000 as at
September 30, 2024 ($88,076,000 as at September 30, 2023).
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 113
18. Accumulated other comprehensive income
As at
September 30, 2024
As at
September 30, 2023
$
$
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 $44,210 ($44,867 as at September 30, 2023)
896,259
534,321
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 $48,921
($49,991 as at September 30, 2023)
(388,957)
(325,649)
Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of
$2,907 ($1,754 as at September 30, 2023)
19,031
13,541
Net unrealized (losses) gains on cash flow hedges, net of accumulated income tax recovery of
$1,421 (net of accumulated income tax expense of $3,953 as at September 30, 2023)
(6,930)
11,524
Net unrealized gains (losses) on financial assets at fair value through other comprehensive
income, net of accumulated income tax expense of $707 (net of accumulated income tax
recovery of $1,189 as at September 30, 2023)
2,447
(3,412)
Items that will not be reclassified subsequently to net earnings:
Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery
of $24,817 ($25,173 as at September 30, 2023)
(70,597)
(71,350)
451,253
158,975
For the year ended September 30, 2024, $10,872,000 of the net unrealized gains on cash flow hedges, net of income tax
expense of $3,814,000, previously recognized in other comprehensive income were reclassified in the consolidated
statements of earnings ($17,937,000 and $6,278,000, respectively, were reclassified for the year ended September 30, 2023).
For the year ended September 30, 2024, $12,562,000 of the deferred gains of hedging on cross-currency swaps, net of
income tax expense of $1,919,000, were also reclassified in the consolidated statements of earnings ($18,540,000 and
$2,832,000, respectively for the year ended September 30, 2023).
19.
Capital stock
The Company's authorized share capital is comprised of an unlimited number, all without par value, of:
–
First preferred shares, issuable in series, carrying one vote per share, each series ranking equal with other series, but
prior to second preferred shares, Class A subordinate voting shares and Class B shares (multiple voting) with respect
to the payment of dividends;
–
Second preferred shares, issuable in series, non-voting, each series ranking equal with other series, but prior to
Class A subordinate voting shares and Class B shares (multiple voting) with respect to the payment of dividends;
–
Class A subordinate voting shares, carrying one vote per share, participating equally with Class B shares (multiple
voting) with respect to the payment of dividends and convertible into Class B shares (multiple voting) under certain
conditions in the event of certain takeover bids on Class B shares (multiple voting); and
–
Class B shares (multiple voting), carrying ten votes per share, participating equally with Class A subordinate voting
shares with respect to the payment of dividends and convertible at any time at the option of the holder into Class A
subordinate voting shares.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
114 — Consolidated Financial Statements
19. Capital stock (continued)
For the fiscal years 2024 and 2023, the number of issued and outstanding Class A subordinate voting shares and Class B
shares (multiple voting) varied as follows:
Class A subordinate voting shares
Class B shares (multiple voting)
Total
Number
Carrying value
Number
Carrying value
Number
Carrying value
$
$
$
As at September 30, 2022
211,302,549
1,456,275
26,445,706
36,894 237,748,255
1,493,169
Release of shares held in trusts
—
13,680
—
—
—
13,680
Purchased and held in trusts
—
(74,455)
—
—
—
(74,455)
Issued upon exercise of stock options
1,646,044
106,051
—
—
1,646,044
106,051
Purchased and cancelled
(6,234,096)
(61,265)
—
—
(6,234,096)
(61,265)
As at September 30, 2023
206,714,497
1,440,286
26,445,706
36,894 233,160,203
1,477,180
Release of shares held in trusts
—
14,078
—
—
—
14,078
Purchased and held in trusts
—
(66,847)
—
—
—
(66,847)
Issued upon exercise of stock options
1,333,876
91,800
—
—
1,333,876
91,800
Purchased and cancelled
(6,597,158)
(45,878)
—
—
(6,597,158)
(45,878)
Conversion of shares
2,322,948
3,241
(2,322,948)
(3,241)
—
—
As at September 30, 2024
203,774,163
1,436,680
24,122,758
33,653 227,896,921
1,470,333
a)
Shares held in trusts
During the year ended September 30, 2024, 171,751 shares held in trust were released (172,018 during the year ended
September 30, 2023) with a recorded value of $14,078,000 ($13,680,000 during the year ended September 30, 2023) that was
removed from contributed surplus.
During the year ended September 30, 2024, the Company settled the withholding tax obligations of the employees under the
Share Unit Plan for a cash payment of $15,407,000 ($13,879,000 during the year ended September 30, 2023).
During the year ended September 30, 2024, the trustees, in accordance with the terms of the Share Unit Plan and Trust
Agreements, purchased 463,364 Class A subordinate voting shares of the Company on the open market (640,052 during the
year ended September 30, 2023) for a total cash consideration of $66,847,000 ($74,455,000 during the year ended
September 30, 2023).
As at September 30, 2024, 2,601,356 Class A subordinate voting shares were held in trusts under the Share Unit Plan
(2,309,743 as at September 30, 2023).
b)
Exercises of stock options
The carrying value of Class A subordinate voting shares includes $15,265,000 which corresponds to a reduction in contributed
surplus representing the value of accumulated compensation costs associated with the stock options exercised during the year
ended September 30, 2024 ($17,735,000 during the year ended September 30, 2023).
c)
Shares purchased and cancelled
On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the
Toronto Stock Exchange (TSX), for the renewal of its Normal Course Issuer Bid (NCIB), which allows for the purchase for
cancellation of up to 20,457,737 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 were available for purchase for cancellation commencing on February 6,
2024, until no later than February 5, 2025, 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 elects to terminate the bid.
During the year ended September 30, 2024, the Company purchased for cancellation 1,965,800 Class A subordinate voting
shares (2,857,550 during the year ended September 30, 2023) under its previous and current NCIB for a total cash
consideration of $275,218,000 ($386,906,000 during the year ended September 30, 2023) and the excess of the purchase
price over the carrying value in the amount of $258,883,000 ($363,747,000 during the year ended September 30, 2023) was
charged to retained earnings.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 115
19. Capital stock (continued)
c)
Shares purchased and cancelled (continued)
In addition, during the year ended September 30, 2024, the Company entered into a private agreement with the Founder and
Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, to purchase for cancellation
1,674,930 Class A subordinate voting shares under its current NCIB for a total cash consideration of $250,000,000, excluding
transaction costs of $370,000. The excess of the purchase price over the carrying value in the amount of $244,821,000 was
charged to retained earnings. The 1,674,930 Class A subordinate voting shares purchased for cancellation on February 23,
2024, included 1,266,366 Class B shares (multiple voting) converted into Class A subordinate voting shares on February 23,
2024, by a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company. The
repurchase transaction was reviewed and recommended for approval by an independent committee of the Board of Directors
of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the
transaction, and ultimately approved by the Board of Directors. 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.
Additionally, also during the year ended September 30, 2024, the Company purchased for cancellation 2,887,878 Class A
subordinate voting shares under its current NCIB from the Caisse de dépôt et placement du Québec (CDPQ) for a total cash
consideration of $400,000,000 (3,344,996 and $400,000,000, respectively during the year ended September 30, 2023). The
excess of the purchase price over the carrying value in the amount of $375,636,000 was charged to retained earnings
($361,791,000 during the year ended September 30, 2023). 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.
During the year ended September 30, 2024, the Company also paid for and cancelled 68,550 Class A subordinate voting
shares under its previous NCIB, with a carrying value of $558,000 and for a total cash consideration of $9,177,000, which were
purchased but were neither paid nor cancelled as at September 30, 2023 (100,100 Class A subordinate voting shares,
$778,000 and $10,291,000, respectively, during the year ended September 30, 2023, which were purchased, or committed to
be purchased, but were neither paid nor cancelled as at September 30, 2022).
On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by
public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares.
This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to
repurchases and issuances of equity that occurred on or after January 1, 2024. As of September 30, 2024, the Company has
complied with this new legislation, and recorded $13,565,000 of accrued liabilities related to shares repurchased net of
issuance of stock options, with a corresponding reduction to retained earnings.
d)
Conversion of shares
During the year ended September 30, 2024, the Co-Founder and Advisor to the Executive Chairman of the Board of the
Company converted a total of 900,000 Class B shares (multiple voting) into 900,000 Class A subordinate voting shares.
In addition, during the year ended September 30, 2024, a holding company wholly-owned by the Founder and Executive
Chairman of the Board of the Company converted a total of 1,422,948 Class B shares (multiple voting) into 1,422,948 Class A
subordinate voting shares.
e)
Dividends
On November 5, 2024, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A
subordinate voting shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on December 20,
2024 to shareholders of record as of the close of business on November 20, 2024. The dividend is designated as an “eligible
dividend” for Canadian tax purposes.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
116 — Consolidated Financial Statements
20.
Share-based payments
a)
Performance share units and restricted share units
The Company operates a Share Unit Plan, which was amended on April 30, 2024, to provide for the option to award both
PSUs and RSUs. Under the Share Unit Plan, 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 Share Unit Plan vest at the end
of the four-year period.
–
RSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each
RSU. RSUs do not have any vesting performance conditions. RSUs expire on the business day preceding December
31 of the third calendar year following the end of the fiscal year during which the RSU award was made, except in the
event of retirement, termination of employment or death. Granted RSUs under the Share Unit Plan vest at the end of
the four-year period.
Class A subordinate voting shares purchased in connection with the Share Unit Plan 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 19).
There are currently no outstanding RSUs under the Share Unit Plan. The following table presents information concerning the
number of outstanding PSUs granted by the Company under the Share Unit Plan:
Outstanding as at September 30, 2022
1,809,591
Granted1
899,511
Exercised (Note 19)
(294,203)
Forfeited
(162,449)
Outstanding as at September 30, 2023
2,252,450
Granted1
799,418
Exercised (Note 19)
(280,265)
Forfeited
(243,403)
Outstanding as at September 30, 2024
2,528,200
1 The PSUs granted in 2024 had a weighted average grant date fair value of $137.90 per unit ($112.49 in 2023).
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 117
20.
Share-based payments (continued)
b)
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 generally vest over four years from the date of 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. As at September 30, 2024, 15,368,084 Class A subordinate voting shares were reserved
for issuance under the stock option plan.
The following table presents information concerning the outstanding stock options granted by the Company:
2024
2023
Number of options
Weighted
average exercise
price per share
Number of options
Weighted
average exercise
price per share
$
$
Outstanding, beginning of year
5,211,472
70.21
6,882,845
66.36
Exercised (Note 19)
(1,333,876)
57.38
(1,646,044)
53.65
Forfeited
(12,575)
97.84
(23,626)
99.78
Expired
(2,494)
98.65
(1,703)
102.70
Outstanding, end of year
3,862,527
74.53
5,211,472
70.21
Exercisable, end of year
3,699,805
73.51
4,772,088
67.46
The weighted average share price at the date of exercise for stock options exercised in 2024 was $145.60 ($123.25 in 2023).
The following table summarizes information about the outstanding stock options granted by the Company as at September 30,
2024:
Options outstanding
Options exercisable
Range of
exercise price
Number of
options
Weighted
average
remaining
contractual life
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
$
(in years)
$
$
39.47 to 41.63
44,112
0.12
39.65
44,112
39.65
47.36 to 52.63
310,323
0.98
48.39
310,323
48.39
56.69 to 63.23
1,787,289
2.45
63.20
1,787,289
63.20
67.04 to 85.62
968,073
3.94
84.57
968,073
84.57
97.84 to 115.01
752,730
5.94
101.35
590,008
102.31
3,862,527
3.36
74.53
3,699,805
73.51
c)
Share purchase plan
Under the share purchase plan, the Company contributes an amount equal to a percentage of the employee's basic
contribution, up to a maximum of 3.50%. An employee may make additional contributions in excess of the basic contribution.
However, the Company does not match contributions in the case of such additional contributions. The employee and
Company's contributions are remitted to an independent plan administrator who purchases Class A subordinate voting shares
on the open market on behalf of the employee through either the TSX or NYSE.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
118 — Consolidated Financial Statements
20.
Share-based payments (continued)
d)
Deferred share unit plan
External members of the Board of Directors (participants) are entitled to receive part or their entire retainer fee in DSUs. DSUs
are granted with immediate vesting and must be exercised no later than December 15 of the calendar year immediately
following the calendar year during which the participant ceases to act as a director. Each DSU entitles the holder to receive a
cash payment equal to the closing price of Class A subordinate voting shares on the TSX on the payment date. As at
September 30, 2024, the number of outstanding DSUs was 110,412 (122,969 DSUs as at September 30, 2023).
e)
Share-based payment costs
The share-based payment expense recorded in costs of services, selling and administrative is as follows:
Year ended September 30
2024
2023
$
$
PSUs
67,054
55,847
Stock options
786
2,367
Share purchase plan
181,989
169,418
DSUs
4,384
5,332
254,213
232,964
21.
Earnings per share
The following table sets forth the computation of basic and diluted earnings per share for the years ended September 30:
2024
2023
Net earnings
Weighted average
number of shares
outstanding1
Earnings per
share
Net earnings
Weighted average
number of shares
outstanding1
Earnings per
share
$
$
$
$
Basic
1,692,715
228,074,108
7.42 1,631,249
234,041,041
6.97
Net effect of dilutive stock
options and PSUs2
3,598,753
3,661,040
Diluted
1,692,715
231,672,861
7.31 1,631,249
237,702,081
6.86
1 During the year ended September 30, 2024, 6,528,608 Class A subordinate voting shares purchased for cancellation and 2,601,356 Class A subordinate voting
shares held in trust were excluded from the calculation of the weighted average number of shares outstanding as of the date of transaction (6,273,046 and
2,309,743, respectively during the year ended September 30, 2023).
2 For the year ended September 30, 2024 and 2023, no stock options were excluded from the calculation of the diluted earnings per share as all stock options
were dilutive.
22. Remaining performance obligations
Remaining performance obligations relates to Company’s performance obligations that are partially or fully unsatisfied under
fixed-fee arrangements recognized using the percentage-of-completion method.
The amount of the selling price allocated to remaining performance obligations as at September 30, 2024 is $1,179,804,000
($982,531,000 as at September 30, 2023) and is expected to be recognized as revenue within a weighted average of 1.7
years (2 years as at September 30, 2023).
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 119
23.
Costs of services, selling and administrative
Year ended September 30
2024
2023
$
$
Salaries and other employee costs1
9,156,779
8,870,235
Professional fees and other contracted labour
1,436,403
1,500,613
Hardware, software and data center related costs
866,883
827,613
Property costs
201,194
213,962
Amortization, depreciation and impairment (Note 24)
522,308
506,122
Other operating expenses
76,163
63,876
12,259,730
11,982,421
1
Net of R&D and other tax credits of $134,911,000 in 2024 ($159,390,000 in 2023).
24.
Amortization, depreciation and impairment
Year ended September 30
2024
2023
$
$
Depreciation of PP&E (Note 6)
134,818
142,653
Impairment of PP&E (Note 6)
115
—
Depreciation of right-of-use assets (Note 7)
126,615
143,030
Impairment of right-of-use assets (Note 7)
—
2,274
Amortization of contract costs related to transition costs
59,191
55,194
Impairment of contract costs related to transition costs
4,254
—
Amortization of intangible assets (Note 9)
185,741
162,971
Impairment of intangible assets (Note 9)
11,574
—
Included in costs of services, selling and administrative (Note 23)
522,308
506,122
Amortization of contract costs related to incentives (presented as a reduction of revenue)
2,806
2,793
Amortization of deferred financing fees (presented in finance costs)
630
816
Amortization of premiums and discounts on investments related to funds held for clients
(presented net as an increase of revenue)
(1,584)
(1,832)
Depreciation of PP&E (presented in integration costs) (Note 6)
—
712
Impairment of PP&E (presented in integration costs) (Note 6)
149
648
Impairment of PP&E (presented in cost optimization program) (Note 6 and 25)
2,431
1,938
Impairment of right-of-use assets (presented in integration costs) (Note 7)
—
5,143
Impairment of right-of-use assets (presented in cost optimization program) (Note 7 and 25)
10,119
2,232
Amortization of intangible assets (presented in integration costs) (Note 9)
—
1,076
536,859
519,648
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
120 — Consolidated Financial Statements
25. Cost optimization program
During the year ended September 30, 2023, the Company initiated a cost optimization program to accelerate actions to
improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real
estate portfolio.
As at March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000, of which
$91,063,000 was expensed during the year ended September 30, 2024. These amounts included costs for terminations of
employment of $69,500,000, accounted for in severance provisions (Note 13), and costs of vacating leased premises of
$21,563,000, composed of impairment of right-of-use assets of $10,119,000 (Note 24), onerous supplier contract costs of
$9,013,000 as well as impairment of PP&E of $2,431,000 (Note 24) related to leasehold improvements and furniture, fixtures
and equipment.
During the year ended September 30, 2023, the Company recorded $8,964,000 of costs. This amount included costs for
terminations of employment of $2,613,000, accounted for in severance provisions (Note 13), and costs of vacating leased
premises of $6,351,000, composed of impairment of right-of-use assets of $2,232,000 (Note 24), onerous supplier contract
costs of $2,181,000 as well as impairment of PP&E of $1,938,000 (Note 24) related to leasehold improvements and furniture,
fixtures and equipment.
26. Net finance costs
Year ended September 30
2024
2023
$
$
Interest on long-term debt
48,002
53,871
Interest on lease liabilities
29,234
29,115
Net interest costs on net defined benefit pension plans (Note 17)
7,563
4,782
Other finance costs
6,135
6,192
Finance costs
90,934
93,960
Finance income
(63,045)
(41,497)
27,889
52,463
27. Investments in subsidiaries
a)
Acquisitions and disposals
The Company made the following acquisitions during the year ended September 30, 2024:
–
On October 10, 2023, the Company acquired all of the outstanding units of Momentum Industries Holdings, LLC.
(Momentum), for a total purchase price of $53,341,000. Momentum is an IT and business consulting firm specializing
in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami,
Florida.
–
On July 3, 2024, the Company acquired the assets of Celero Solutions’ (Celero) credit union business, consisting of
master services agreements that span managed services, core banking, digital banking and related IT services,
based in Canada, for a total purchase price of $19,067,000.
–
On September 13, 2024, the Company acquired all of the outstanding units of Aeyon LLC (Aeyon), a digital
transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal
Government, based in the U.S. and headquartered in Vienna, Virginia, for a total purchase price of $317,841,000.
These acquisitions were made to further expand CGI’s footprint in their respective regions and to complement CGI's proximity
model.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 121
27. Investments in subsidiaries (continued)
The following table presents the fair value of assets acquired and liabilities assumed for all acquisitions based on the
acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:
Aeyon
Others
Total
$
$
$
Current assets
34,206
17,696
51,902
PP&E (Note 6)
1,029
349
1,378
Right-of-use assets (Note 7)
1,073
1,268
2,341
Intangible assets1 (Note 9)
101,856
22,543
124,399
Goodwill2 (Note 12)
397,406
42,055
439,461
Current liabilities
(54,728)
(15,307)
(70,035)
Long-term debt (Note 28c)
(162,146)
—
(162,146)
Lease liabilities
(1,073)
(1,268)
(2,341)
317,623
67,336
384,959
Cash acquired
218
5,072
5,290
Net assets acquired
317,841
72,408
390,249
Consideration paid
317,841
65,414
383,255
Consideration payable
—
6,994
6,994
1 Intangible assets are mainly composed of client relationships and backlog.
2 The goodwill arising from the acquisitions mainly represents the future economic value associated to acquired work force and synergies with the Company’s
operations. The goodwill is deductible for tax purposes.
During the year ended September 30, 2024, the Company finalized the fair value assessment of assets acquired and liabilities
assumed for Momentum.
The fair value of all assets acquired and liabilities assumed for Celero and Aeyon are preliminary and are expected to be
completed as soon as management will have gathered all the information available and considered necessary in order to
finalize this allocation.
Based on the historical financial performance and excluding any financial synergies, for the year ended September 30, 2024,
Aeyon would have contributed approximately $265,000,000 of revenues and $8,000,000 of net earnings to the financial results
of the Company had the acquisition date been October 1, 2023.
Furthermore, since the date of acquisition, the Aeyon acquisition generated $12,000,000 in revenues and $500,000 of net
earnings to the financial results of the Company.
b) Business acquisitions realized in the prior fiscal year
There were no significant acquisitions or disposals for the year ended September 30, 2023.
During the year ended September 30, 2024, the Company paid $2,348,000 related to acquisitions realized in prior fiscal years.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
122 — Consolidated Financial Statements
27. Investments in subsidiaries (continued)
c) Acquisition-related and integration costs
During the year ended September 30, 2024, the Company incurred $5,866,000 of acquisition-related and integration costs.
These costs were acquisition-related costs related to professional fees of $2,437,000. Integration costs were related to costs of
vacating leased premises of $947,000, costs of rationalizing the redundancy of employment of $653,000, accounted for in
severance provisions (Note 13), and other integration costs towards the CGI operating model of $1,829,000.
During the year ended September 30, 2023, the Company incurred $53,401,000 of integration costs. These costs were related
to costs of vacating leased premises of $10,774,000, costs of rationalizing the redundancy of employment of $23,226,000,
accounted for in severance provisions (Note 13), and other integration costs towards the CGI operating model of $19,401,000.
28. Supplementary cash flow information
a) Net change in non-cash working capital items and others is as follows for the years ended September 30:
2024
2023
$
$
Accounts receivable
106,360
(31,120)
Work in progress
(8,999)
76,554
Prepaid expenses and other assets
4,466
3,547
Long-term financial assets
(24,423)
(9,911)
Accounts payable and accrued liabilities
22,151
(130,172)
Accrued compensation and employee-related liabilities
(27,689)
(57,644)
Deferred revenue
50,420
45,681
Income taxes
(98,207)
105,577
Provisions
(594)
(10,129)
Long-term liabilities
33,540
18,893
Derivative financial instruments
634
(682)
Retirement benefits obligations
7,337
5,871
64,996
16,465
b) Non-cash operating and investing activities are as follows for the years ended September 30:
2024
2023
$
$
Operating activities
Accounts receivable
(12)
—
Accounts payable and accrued liabilities
35,992
32,392
Provisions
576
1,088
Other long-term liabilities
13,524
4,768
50,080
38,248
Investing activities
Purchase of PP&E
(11,158)
(14,374)
Additions, disposals/retirements, change in estimates and lease modifications of
right-of-use assets
(110,778)
(86,691)
Additions to intangible assets
(40,908)
(28,944)
(162,844)
(130,009)
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 123
28. Supplementary cash flow information (continued)
c) Changes arising from financing activities are as follows for the years ended September 30:
2024
2023
Long-term
debt
Derivative
financial
instruments
to hedge
long-term
debt
Lease
liabilities
Long-term
debt
Derivative
financial
instruments
to hedge
long-term
debt
Lease
liabilities
$
$
$
$
$
$
Balance, beginning of year
3,100,321
(97,575)
641,963 3,267,034
(146,215)
709,201
Cash used in financing activities excluding equity
Increase of long-term debt
747,073
—
—
948
—
—
Repayment of long-term debt and lease liabilities
(1,154,878)
—
(146,762)
(79,150)
—
(161,211)
Repayment of debt assumed in business acquisitions that
occurred in prior year
(162,146)
—
—
(56,994)
—
—
Settlement of derivative financial instruments (Note 32)
—
38,943
—
—
2,921
—
Non-cash financing activities
Additions, disposals/retirements and change in estimates
and lease modifications of right-of-use assets
—
—
110,778
—
—
81,656
Additions through business acquisitions (Note 27)
162,146
—
2,341
—
—
—
Changes in foreign currency exchange rates
(6,715)
68,132
18,914
(38,218)
45,719
15,997
Other
2,507
—
(7,139)
6,701
—
(3,680)
Balance, end of year
2,688,308
9,500
620,095 3,100,321
(97,575)
641,963
d) Interest paid and received and income taxes paid are classified within operating activities and are as follows for the
years ended September 30:
2024
2023
$
$
Interest paid
102,180
130,570
Interest received
87,153
87,239
Income taxes paid
740,325
480,607
e) Cash and cash equivalents consisted of unrestricted cash as at September 30, 2024 and 2023.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
124 — Consolidated Financial Statements
29. Segmented information
The following tables present information on the Company's operations based on its current management structure. Segment
results are based on the location from which the services are delivered - the geographic delivery model (Note 12).
Effective October 1, 2023, as part of the cost optimization program, the Company centralized some internal administrative
activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The
Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.
Year ended September 30, 2024
Western
and
Southern
Europe
U.S.
Commercial
and State
Government
Canada
U.S.
Federal
Scandinavia
and Central
Europe
U.K. and
Australia
Finland,
Poland and
Baltics
Northwest
and
Central-
East
Europe
Asia
Pacific Eliminations
Total
$
$
$
$
$
$
$
$
$
$
$
Segment revenue
2,600,198
2,327,309 2,034,995 2,001,391 1,658,172 1,584,833
859,263
828,726 956,145
(174,880) 14,676,152
Segment earnings before
acquisition-related and
integration costs, cost
optimization program, net
finance costs and income tax
expense1
334,165
337,325 463,171 322,698
150,913 251,662
133,437
129,277 293,121
— 2,415,769
Acquisition-related and
integration costs (Note 27c)
(5,866)
Cost optimization program
(Note 25)
(91,063)
Net finance costs (Note 26)
(27,889)
Earnings before income taxes
2,290,951
1
Total amortization and depreciation of $523,530,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal,
Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $71,807,000,
$97,552,000, $60,132,000, $60,779,000, $86,683,000, $44,999,000, $37,700,000, $34,970,000, and $28,908,000, respectively, for the year ended September 30, 2024.
Impairment in intangible assets of $11,574,000 includes an impairment of a business solution in U.S. Commercial and State Government segment for $7,932,000. This
asset was no longer expected to generate future economic benefits.
Year ended September 30, 2023
Western
and
Southern
Europe
U.S.
Commercial
and State
Government
Canada
U.S.
Federal
Scandinavia
and Central
Europe
U.K. and
Australia
Finland,
Poland and
Baltics
Northwest
and
Central-
East
Europe
Asia
Pacific
Eliminations
Total
$
$
$
$
$
$
$
$
$
$
$
Segment revenue
2,605,926
2,277,996 2,064,659 1,935,238 1,648,356 1,455,529
828,951
755,901 904,038
(180,234) 14,296,360
Segment earnings before
acquisition-related and
integration costs, cost
optimization program, net
finance costs and income tax
expense1
355,578
339,410 477,502 306,362
127,320 216,517
110,583
101,871 277,598
— 2,312,741
Acquisition-related and
integration costs (Note 27c)
(53,401)
Cost optimization program
(Note 25)
(8,964)
Net finance costs (Note 26)
(52,463)
Earnings before income taxes
2,197,913
1 Total amortization and depreciation of $507,087,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal,
Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $85,049,000,
$83,359,000, $55,589,000, $59,334,000, $90,098,000, $38,423,000, $38,345,000, $31,616,000 and $25,274,000, respectively, for the year ended September 30, 2023.
The accounting policies of each operating segment are the same as those described in Note 3, Summary of material
accounting policies. Intersegment revenue is priced as if the revenue was from third parties.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 125
29. 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 years ended September 30:
2024
2023
$
$
Western and Southern Europe
France
2,253,580
2,277,088
Portugal
120,471
116,928
Spain
118,693
114,341
Others
56,112
55,519
2,548,856
2,563,876
U.S.1
4,574,294
4,404,982
Canada
2,208,938
2,232,091
Scandinavia and Central Europe
Germany
959,129
925,679
Sweden
692,192
691,240
Norway
110,025
123,366
1,761,346
1,740,285
U.K. and Australia
U.K.
1,722,485
1,588,665
Australia
71,481
90,576
1,793,966
1,679,241
Finland, Poland and Baltics
Finland
842,565
820,886
Others
70,958
49,564
913,523
870,450
Northwest and Central-East Europe
Netherlands
633,337
571,757
Denmark
89,852
95,758
Czech Republic
79,137
72,559
Others
65,789
61,854
868,115
801,928
Asia Pacific
Others
7,114
3,507
7,114
3,507
14,676,152
14,296,360
1 External revenue included in the U.S Commercial and State Government and U.S. Federal operating segments was $2,564,710,000 and $2,009,584,000,
respectively in 2024 ($2,461,366,000 and $1,943,616,000, respectively in 2023).
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
126 — Consolidated Financial Statements
29. Segmented information (continued)
GEOGRAPHIC INFORMATION (CONTINUED)
The following table provides information for PP&E, right-of-use assets, contract costs and intangible assets based on their
location:
As at
September 30, 2024
As at
September 30, 2023
$
$
U.S.
656,176
557,381
Canada
433,965
427,811
France
182,015
200,842
U.K.
107,649
115,560
Sweden
105,491
94,801
Finland
101,137
100,212
Germany
94,704
85,013
India
65,185
65,664
Netherlands
54,552
49,570
Rest of the world
94,668
106,292
1,895,542
1,803,146
INFORMATION ABOUT SERVICES
The following table provides revenue information based on services provided by the Company for the year ended
September 30:
2024
2023
$
$
Managed IT and business process services
8,041,857
7,674,460
Business and strategic IT consulting and systems integration services
6,634,295
6,621,900
14,676,152
14,296,360
MAJOR CLIENT INFORMATION
Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment,
accounted for $1,994,150,000 and 13.6% of revenues for the year ended September 30, 2024 ($1,923,977,000 and 13.5% for
the year ended September 30, 2023).
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 127
30. Related party transactions
The Company is controlled by the Founder and Executive Chairman of the Board.
During the year ended September 30, 2024, the Company entered into a share repurchase and share conversion transactions
with related parties, as described in Note 19.
a)
Transactions with subsidiaries and other related parties
Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company
owns 100% of the equity interests of its principal subsidiaries.
The Company’s principal subsidiaries whose revenues, based on the geographic delivery model, represent more than 3% of
the consolidated revenues are as follows:
Name of subsidiary
Country of incorporation
CGI Technologies and Solutions Inc.
United States
CGI France SAS
France
CGI Federal Inc.
United States
CGI IT UK Limited
United Kingdom
CGI Information Systems and Management Consultants Inc.
Canada
Conseillers en gestion et informatique CGI inc.
Canada
CGI Deutschland B.V. & Co. KG
Germany
CGI Information Systems and Management Consultants Private Limited
India
CGI Sverige AB
Sweden
CGI Suomi Oy
Finland
CGI Nederland B.V.
Netherlands
b)
Compensation of key management personnel
Compensation of key management personnel, currently defined as the executive officers and the Board of Directors of the
Company, was as follows for the year ended September 30:
2024
2023
$
$
Short-term employee benefits
31,076
36,049
Share-based payments
40,209
30,701
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
128 — Consolidated Financial Statements
31. Commitments, contingencies and guarantees
a)
Commitments
As at September 30, 2024, the Company entered into long-term service agreements representing a total commitment of
$398,220,000. Minimum payments under these agreements are due as follows:
$
Less than one year
191,651
Between one and three years
164,068
Between three and five years
42,501
Beyond five years
—
b)
Contingencies
From time to time, the Company is involved in legal proceedings, audits, litigation and claims which primarily relate to tax
exposure, contractual disputes and employee claims arising in the ordinary course of its business. Certain of these matters
seek damages in significant amounts and will ultimately be resolved when one or more future events occur or fail to occur.
Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the
disposition of any such current matter could reasonably be expected to have a materially adverse impact on the Company’s
financial position, results of operations or the ability to carry on any of its business activities. Claims for which there is a
probable unfavourable outcome are recorded in provisions.
In addition, the Company is engaged to provide services under contracts with various government agencies. Some of these
contracts are subject to extensive legal and regulatory requirements and, from time to time, government agencies investigate
whether the Company’s operations are being conducted in accordance with these requirements. Generally, the governments
agencies have the right to change the scope of, or terminate, these projects at its convenience. The termination or reduction in
the scope of a major government contract or project could have a materially adverse effect on the results of operations and the
financial condition of the Company.
c) Guarantees
Sale of assets and business divestitures
In connection with the sale of assets and business divestitures, the Company may be required to pay counterparties for costs
and losses incurred as the result of breaches in contractual obligations, representations and warranties, intellectual property
right infringement and litigation against counterparties, among others. While some of the agreements specify a maximum
potential exposure, others do not specify a maximum amount or a maturity date. It is not possible to reasonably estimate the
maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future
contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the
consolidated balance sheets relating to this type of indemnification as at September 30, 2024. The Company does not expect
to incur any potential payment in connection with these guarantees that could have a materially adverse effect on its
consolidated financial statements.
Other transactions
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 September 30, 2024, the Company had committed a total of $49,441,000 of
these bonds. To the best of its knowledge, the Company is in compliance with its performance obligations under all service
contracts for which there is a bid or performance 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.
Moreover, the Company has letters of credit for a total of $72,249,000 in addition to the letters of credit covered by the
unsecured committed revolving credit facility (Note 14). These guarantees are required in some of the Company’s contracts
with customers.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 129
32. Financial instruments
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 the 2014 U.S. Senior Notes, the 2021 U.S. Senior Notes, the 2021 CAD Senior Notes, the 2024
CAD Senior Notes, the unsecured committed revolving credit facility, the unsecured committed term loan credit facility
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 in 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 is determined based on market data (primarily yield curves, exchange rates
and interest rates) to calculate the present value of all estimated cash flows;
-
The fair value of cash, cash equivalents and cash included in funds held for clients 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.
As at September 30, 2024, there were no changes in valuation techniques.
The following table presents the financial liabilities included in the long-term debt (Note 14) measured at amortized cost
categorized using the fair value hierarchy.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
2014 U.S. Senior Notes
2021 U.S. Senior Notes
2021 CAD Senior Notes
2024 CAD Senior Notes
Other long-term debt
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.
As at September 30, 2024
As at September 30, 2023
Level
Carrying amount
Fair value
Carrying amount
Fair value
$
$
$
$
Level 2
—
—
473,808
464,806
Level 2
1,342,758
1,223,120
1,342,714
1,132,649
Level 2
597,212
564,768
596,550
503,984
Level 2
746,144
759,375
—
—
Level 2
2,194
2,119
10,363
9,839
2,688,308
2,549,382
2,423,435
2,111,278
130 — Consolidated Financial Statements
32. 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 September 30, 2024
As at September 30, 2023
$
$
Financial assets
FVTE
Cash and cash equivalents
Level 2
1,461,145
1,568,291
Cash included in funds held for clients (Note 5)
Level 2
233,584
269,792
Deferred compensation plan assets (Note 11)
Level 1
112,270
88,076
1,806,999
1,926,159
Derivative financial instruments designated as
hedging instruments
Current derivative financial instruments included in current
financial assets
Level 2
Cross-currency swaps
—
83,626
Foreign currency forward contracts
5,055
12,505
Long-term derivative financial instruments (Note 11)
Level 2
Cross-currency swaps
—
16,130
Foreign currency forward contracts
2,644
5,875
7,699
118,136
FVOCI
Short-term investments included in current financial assets
Level 2
3,279
7,332
Long-term bonds included in funds held for clients (Note 5)
Level 2
223,196
138,935
Long-term investments (Note 11)
Level 2
24,209
17,113
250,684
163,380
Financial liabilities
Derivative financial instruments designated as
hedging instruments
Current derivative financial instruments
Level 2
Cross-currency swaps
—
2,183
Foreign currency forward contracts
13,073
2,330
Long-term derivative financial instruments
Level 2
Cross-currency swaps
9,500
—
Foreign currency forward contracts
10,204
1,700
32,777
6,213
There have been no transfers between Level 1 and Level 2 for the years ended September 30, 2024 and 2023.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 131
32. Financial instruments (continued)
MARKET RISK
Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk and currency risk, affect the fair
values of financial assets and liabilities.
Interest rate risk
The Company is exposed to interest rate risk on its unsecured committed revolving credit facility carrying amount.
The Company analyzes its interest rate risk exposure on an ongoing basis using various scenarios to simulate refinancing or
the renewal of existing positions. Based on these scenarios, a change in the interest rate of 1% would not have had a
significant impact on net earnings as of September 30, 2024, considering that the 2014 U.S. Senior Notes were fully repaid
earlier in 2024, no amounts have been drawn on the unsecured committed revolving credit facility and all other outstanding
debts bear fixed interest rates.
Currency risk
The Company operates internationally and is exposed to risk from changes in foreign currency exchange rates. The Company
mitigates this risk principally through foreign currency denominated debt and derivative financial instruments, which includes
foreign currency forward contracts and cross-currency swaps.
The Company hedges a portion of the translation of the Company’s net investments in its U.S. operations into Canadian dollar,
with Senior U.S. unsecured notes.
The Company also hedges a portion of the translation of the Company’s net investments in its European operations with
cross-currency swaps.
Finally, the Company enters into foreign currency forward contracts to hedge the variability in various foreign currency
exchange rates on future revenues. Hedging relationships are designated and documented at inception and quarterly
effectiveness assessments are performed during the year.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
132 — Consolidated Financial Statements
32. Financial instruments (continued)
MARKET RISK (CONTINUED)
Currency risk (continued)
As of September 30, 2024, the 2021 U.S. Senior Notes of a carrying value of $1,342,758,000 and a nominal amount of
$1,351,500,000 are designated as hedging instruments to hedge portions of the Company’s net investments in its U.S.
operations.
The following tables summarize the cross-currency swap agreements that the Company had entered into in order to manage
its currency:
As at
September 30, 2024
As at
September 30, 2023
Receive Notional
Receive Rate
Pay
Notional
Pay rate
Maturity
Fair value
Fair value
$
$
Hedges of net investments in European operations
$1,270,000
From 1.62% to 4.15%
€866,365
From (0.14)% to 3.70%
From September
2027 to 2029
(7,806)
22,966
$136,274
From 3.57% to 3.63%
£75,842
From 2.67% to 2.80%
September 2024
—
11,972
$80,000
4.15%
kr609,940
From 3.49% to 3.51%
September 2029
(1,694)
12,087
Hedges of net investments in European operations and cash flow hedges on unsecured committed term loan credit facility
U.S.$500,000 SOFR 1 month + 1.10%
€443,381
From 1.14% to 1.22%
December 2023
—
44,386
Cash flow hedges of 2014 U.S. Senior Notes
U.S.$215,000
From 3.74% to 4.06%
$284,793
From 3.49% to 3.81%
September 2024
—
6,163
Total
(9,500)
97,574
During the year ended September 30, 2024, the Company entered into Canadian dollar to euro fixed for fixed cross-currency
swap agreements for a notional amount of $670,000,000, related to the 2024 CAD Senior Notes which have maturity dates of
September 2027 and September 2029. The cross-currency swaps were designated as hedging instruments on the Company’s
net investment in European operations. In addition, during the year ended September 30, 2024, the Company entered into
Canadian dollar to Swedish krona fixed for fixed cross-currency swap agreements for a notional amount of $80,000,000,
related to the 2024 CAD Senior Notes which has a maturity date of September 2029. The cross-currency swaps were
designated as hedging instruments on the Company’s net investment in Swedish operations.
During the year ended September 30, 2024, the Company settled cross-currency swaps with a notional amount of
$954,832,000 for a net gain of $38,943,000 for which $7,811,000 related to the cash flow hedge was recorded in net finance
costs and $31,132,000 related to the net investment hedge was recognized in other comprehensive income and will be
transferred to earnings when the net investment is disposed of.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 133
32. Financial instruments (continued)
MARKET RISK (CONTINUED)
Currency risk (continued)
As at September 30, 2024, the Company held foreign currency forward contracts to hedge exposures to changes in foreign
currency, which have the following notional, average contract rates and maturities:
Average contract rates
As at
September 30, 2024
As at
September 30, 2023
Foreign currency forward contracts
Notional
Less than one year
More than one year
Fair value
Fair value
$
$
USD/INR
U.S.$359,901
85.23
88.92
2,091
(973)
CAD/INR
$381,045
64.11
65.75
314
4,497
EUR/INR
€112,863
94.45
99.84
(1,156)
5,076
GBP/INR
£107,169
106.93
112.11
(8,700)
3,501
SEK/INR
kr157,427
8.18
8.67
(720)
(33)
GBP/EUR
£202,819
1.18
—
(5,763)
649
EUR/MAD
€22,947
10.66
—
(548)
135
EUR/CZK
€16,771
24.64
25.05
(473)
(92)
Others
$65,784
(623)
1,590
Total
(15,578)
14,350
The following table details the Company's sensitivity to a 10% strengthening of the euro, the U.S. dollar, the British pound and
the Swedish krona, foreign currency rates on net earnings and on other comprehensive income (loss). The sensitivity analysis
on net earnings presents the impact of foreign currency denominated financial instruments and adjusts their translation at
period end for a 10% strengthening in foreign currency rates. The sensitivity analysis on other comprehensive income (loss)
presents the impact of a 10% strengthening in foreign currency rates on the fair value of foreign currency forward contracts
designated as cash flow hedges and on net investment hedges.
2024
2023
euro
impact
U.S. dollar
impact
British
pound
impact
Swedish
krona
impact
euro
impact
U.S. dollar
impact
British
pound
impact
Swedish
krona
impact
$
$
$
$
$
$
$
$
Increase in net
earnings
150
1,359
1,179
521
1,384
3,598
692
466
Decrease in other
comprehensive income (loss)
(174,239)
(180,405)
(17,269)
(9,631)
(155,000)
(190,539)
(29,436)
(7,005)
LIQUIDITY RISK
Liquidity risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by
delivering cash or another financial assets. The Company’s activities are financed through a combination of the cash flows
from operations, borrowing under existing unsecured committed revolving credit facility, the issuance of debt and the issuance
of equity. One of management’s primary goals is to maintain an optimal level of liquidity through the active management of the
assets and liabilities as well as the cash flows. The Company regularly monitors its cash forecasts to ensure it has sufficient
flexibility under its available liquidity to meet its obligations.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
134 — Consolidated Financial Statements
32. Financial instruments (continued)
LIQUIDITY RISK (CONTINUED)
The following tables summarize the carrying amount and the contractual maturities of both the interest and principal portion of
financial liabilities. All amounts contractually denominated in foreign currency are presented in Canadian dollar equivalent
amounts using the period-end spot rate or floating rate.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
As at September 30, 2024
Non-derivative financial liabilities
Accounts payable and accrued liabilities
Accrued compensation and employee-related
liabilities
2021 U.S. Senior Notes
2021 CAD Senior Notes
2024 CAD Senior Notes
Lease liabilities
Other long-term debt
Clients’ funds obligations
Derivative financial liabilities
Cash flow hedges of future revenue
Outflow
(Inflow)
Cross-currency swaps
Outflow
(Inflow)
As at September 30, 2023
Non-derivative financial liabilities
Accounts payable and accrued liabilities
Accrued compensation and employee-related
liabilities
2014 U.S. Senior Notes
2021 U.S. Senior Notes
2021 CAD Senior Notes
Unsecured committed term loan credit
facility
Lease liabilities
Other long-term debt
Clients’ funds obligations
Derivative financial liabilities
Cash flow hedges of future revenue
Outflow
(Inflow)
Cross-currency swaps
Outflow
(Inflow)
Carrying
amount
Contractual
cash flows
Less than
one year
Between one
and
three years
Between
three and five
years
Beyond
five years
$
$
$
$
$
$
999,790
999,790
999,790
—
—
—
1,165,903
1,165,903
1,165,903
—
—
—
1,342,758
1,462,053
24,191
847,526
24,868
565,468
597,212
650,400
12,600
25,200
612,600
—
746,144
879,191
30,623
361,245
487,323
—
620,095
697,298
173,061
254,475
166,326
103,436
2,194
2,312
1,028
823
197
264
504,515
504,515
504,515
—
—
—
23,277
744,758
186,439
545,077
13,242
—
(758,162)
(175,510)
(568,052)
(14,600)
—
9,500
1,496,435
26,090
353,834
1,116,511
—
(1,518,971)
(40,681)
(381,060)
(1,097,230)
—
6,011,388
6,325,522
2,908,049
1,439,068
1,309,237
669,168
Carrying
amount
Contractual
cash flows
Less than
one year
Between one
and
three years
Between
three and five
years
Beyond
five years
$
$
$
$
$
$
924,659
924,659
924,659
—
—
—
1,100,566
1,100,566
1,100,566
—
—
—
473,808
492,722
492,722
—
—
—
1,342,714
1,488,774
24,233
860,746
24,910
578,885
596,550
663,000
12,600
25,200
625,200
—
676,886
687,419
687,419
—
—
—
641,963
722,284
221,877
238,009
139,275
123,123
10,363
10,448
8,353
1,328
449
318
493,638
493,638
493,638
—
—
—
4,030
328,455
155,450
163,091
9,914
—
(331,954)
(154,116)
(166,967)
(10,871)
—
2,183
93,311
93,311
—
—
—
(91,353)
(91,353)
—
—
—
6,267,360
6,581,969
3,969,359
1,121,407
788,877
702,326
FISCAL 2024 RESULTS — 135
32. Financial instruments (continued)
LIQUIDITY RISK (CONTINUED)
As at September 30, 2024, the Company held cash and cash equivalents, funds held for clients, short-term investments and
long-term investments of $1,995,413,000 ($2,081,463,000 as at September 30, 2023). The Company also had available
$1,496,355,000 in unsecured committed revolving credit facility ($1,495,858,000 as at September 30, 2023). As at
September 30, 2024, trade accounts receivable amounted to $1,117,712,000 (Note 4) ($1,152,880,000 as at September 30,
2023). Given the Company’s available liquid resources as compared to the timing of the payments of liabilities, management
assesses the Company’s liquidity risk to be low.
CREDIT RISK
The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when
due. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash
equivalents, accounts receivable, work in progress, long-term investments and derivative financial instruments with a positive
fair value. The maximum exposure of credit risk is generally represented by the carrying amount of these items reported on the
consolidated balance sheets.
The Company is exposed to credit risk in connection with long-term investments through the possible inability of borrowers to
meet the terms of their obligations. The Company mitigates this risk by investing primarily in high credit quality corporate and
government bonds with a credit rating of A- or higher. The application of the low credit exemption had no material impact on the
Company's consolidated financial statements.
The Company has accounts receivable derived from clients engaged in various industries including government; financial
services; manufacturing, retail and distribution; communications and utilities; and health that are not concentrated in any
specific geographic area. These specific industries may be affected by economic factors that may impact trade accounts
receivable. However, management does not believe that the Company is subject to any significant credit risk in view of the
Company’s large and diversified client base and that any single industry or geographic region represents a significant credit
risk to the Company. Historically, the Company has not made any significant write-offs and had low bad debt ratios. The
application of the simplified approach to measure expected credit losses for trade accounts receivable and work in progress
had no material impact on the Company's consolidated financial statements.
The following table sets forth details of the age of trade accounts receivable that are past due:
2024
2023
$
$
Not past due
1,005,651
1,034,795
Past due 1-30 days
71,445
82,536
Past due 31-60 days
18,352
17,630
Past due 61-90 days
11,957
9,925
Past due more than 90 days
13,367
10,913
1,120,772
1,155,799
Allowance for doubtful accounts
(3,060)
(2,919)
1,117,712
1,152,880
In addition, the exposure to credit risk of cash, cash equivalents and cash included in funds held for clients and derivatives
financial instruments is limited given that the Company deals mainly with a diverse group of high-grade financial institutions
and that derivatives agreements are generally subject to master netting agreements, such as the International Swaps and
Derivatives Association, which provide for net settlement of all outstanding contracts with the counterparty in case of an event
of default.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
136 — Consolidated Financial Statements
33. Capital risk management
The Company is exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic
objectives for growth. The main objectives of the Company’s risk management process are to ensure that risks are properly
identified and that the capital base is adequate in relation to these risks.
The Company manages its capital to ensure that there are adequate capital resources while maximizing the return to
shareholders through the optimization of the debt and equity balance. As at September 30, 2024, total managed capital was
$14,225,026,000 ($13,645,314,000 as at September 30, 2023). Managed capital consists of long-term debt, including the
current portion (Note 14), lease liabilities, cash and cash equivalents, short-term investments, long-term investments (Note 11)
and shareholders’ equity. The basis for the Company’s capital structure is dependent on the Company’s expected business
growth and changes in the business environment. When capital needs have been specified, the Company’s management
proposes capital transactions for the approval of the Company’s Audit and Risk Management Committee and Board of
Directors. The capital risk policy remains unchanged from prior periods.
The Company monitors its capital by reviewing various financial metrics, including Net Debt/Capitalization.
Net debt represents debt (including the current portion and the fair value of foreign currency derivative financial instruments
related to debt) and lease liabilities less cash and cash equivalents, short-term investments and long-term investments.
Capitalization is shareholders’ equity plus net debt.
Furthermore, the Company is subject to covenants and ratios contained in its unsecured committed revolving credit facility.
The ratios are as follows:
-
Leverage ratio, which is the ratio of total debt net of cash and cash equivalent investments to adjusted EBITDA for its
unsecured committed revolving credit facility for the four most recent quarters. Adjusted EBITDA is calculated as
earnings from continuing operations before finance costs, income taxes, depreciation, amortization, cost optimization
program and acquisition-related and integration costs1.
-
An interest and rent coverage ratio, which is the ratio of the EBITDAR for the four most recent quarters to the total
finance costs and the operating rentals in the same periods. EBITDAR is calculated as adjusted EBITDA before rent
expense1.
These ratios are calculated on a consolidated basis. The Company believes that the results of the current internal ratios are
consistent with its capital management's objectives.
The Company is in compliance with these covenants and ratios and monitors them on an ongoing basis. The ratios are also
reviewed quarterly by the Company’s Audit and Risk Management Committee. The Company is not subject to any other
externally imposed capital requirements.
1 In the event of an acquisition, the available historical financial information of the acquired company will be used in the computation of the ratios.
Notes to the Consolidated Financial Statements
For the years ended September 30, 2024 and 2023
(tabular amounts only are in thousands of Canadian dollars, except per share data)
FISCAL 2024 RESULTS — 137
138
Shareholder Information
Shareholder Information Listing
IPO: 1986
Toronto Stock Exchange, April 1992: GIB.A
New York Stock Exchange, October 1998: GIB
Number of shares outstanding as of September 30, 2024:
203,774,163 Class A subordinate voting shares
24,122,758 Class B shares (multiple voting)
High/Low of share price from October 1, 2023
to September 30, 2024:
TSX (CDN$)
NYSE (U.S.$)
High:
160.40
118.89
Low:
129.00
93.07
The certifications required by National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim Filings
whereby CGI’s Chief Executive Officer and Chief Financial Officer
certify the accuracy of the information contained in CGI’s Annual
Information Form, Annual Audited Consolidated Financial
Statements, and Annual Management’s Discussion and Analysis
are available on the Canadian Securities Administrators’ website
at www.sedarplus.ca. Similar certifications required by
Rule 13a-14(a) of the U.S. Securities Exchange Act of 1934,
as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
are attached as exhibits to our Form 40-F, which is available on
EDGAR at www.sec.gov. The certification required by Section
303A.12(c) of the NYSE Listed Company Manual is also filed
annually with the New York Stock Exchange. CGI is a foreign
private issuer, as defined under the U.S. Securities Exchange Act
of 1934, as amended, and files disclosure documents in
accordance with the multijurisdictional disclosure system (MJDS).
As such, many of the corporate governance rules applicable to
U.S. domestic companies are not applicable to CGI. However,
CGI’s corporate governance practices generally conform to those
followed by U.S. domestic companies under the New York Stock
Exchange listing standards, other than with respect to certain
specific rules, including that CGI requires shareholder approval of
share compensation arrangements involving the issuances of new
shares, but does not require such approval if the compensation
arrangement involves only shares purchased in the open market,
consistent with the laws applicable to CGI. A summary of these
practices is provided in the report of the Corporate Governance
Committee contained in CGI’s Management Proxy Circular, which
is available on the Canadian Securities Administrators’ website
at www.sedarplus.ca, on EDGAR at www.sec.gov and on CGI’s
website at www.cgi.com.
Auditors
PricewaterhouseCoopers LLP
Transfer Agent and Registrar
Computershare Investor Services Inc.
100 University Avenue, 8th floor
Toronto, Ontario M5J 2Y1
Telephone: 1 800 564-6253
www.investorcentre.com/service
Investor Relations
For further information about the Company, additional copies
of this report, or other financial information, please contact:
CGI Inc.
Investor Relations
Email: ir@cgi.com
Web: cgi.com/investors
1350 René-Lévesque Blvd West,
20th floor
Montréal, Quebec H3G 1T4
Canada
Tel.: 514-841-3200
Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders will be held virtually
on January 29, 2025 at 11:00 a.m. (Eastern Standard Time) via live
webcast at https://www.icastpro.ca/q0jsqn (Password: CGI2024).
Shareholders will have the opportunity to participate in real time
and vote at the Meeting online in the manner set forth in CGI’s
Management Proxy Circular, through a web-based platform,
regardless of their geographic location.
Insights you can act on
Founded in 1976, CGI is among the largest IT and
business consulting services firms in the world.
We are insights-driven and outcomes-focused
to help accelerate returns on your investments.
Across hundreds of locations worldwide,
we provide comprehensive, scalable and
sustainable IT and business consulting services
that are informed globally and delivered locally.
cgi.com/investors
Contact: ir@cgi.com
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