2024
ANNUAL
REPORT
Who we are 03
Chairman’s message 04
President and CEO’s message 06
Year in review 09
WSP today 10
Financial highlights 11
Global strategic action plan 12
Our projects 15
Corporate governance 26
Management’s discussion
and analysis M-1
Consolidated financial statements F-1
Forward-looking statements 31
WSP 2024 Annual Report / 2
WHO
WE
ARE
OUR
PURPOSE
We exist to shape
communities to advance
humanity.
OUR GUIDING
PRINCIPLES
We value our people and
our reputation /
We are locally dedicated
with international scale /
We are future-focused
and challenge the
status quo /
We foster collaboration
and partnership in
everything we do /
We have an empowering
culture and hold ourselves
accountable /
WSP 2024
Annual Report / 3
CHAIRMAN’S
MESSAGE
Before commenting on the
great progress made this
past year, I am very pleased
to share with you the
successful completion
of our 2022-2024 Global
Strategic Action Plan.
We surpassed our ambitions,
which provides positive
momentum and a strong
foundation for our new Global
Strategic Action Plan.
Reflecting on 2024, our
operations delivered a solid
financial performance with
increased net revenues, mainly
through continued elevated
organic growth. These results
underpin our commitment to
drive leading performance,
supported by our talented
and loyal employees—our
Visioneers—and cherished
clients across all our
geographies and markets.
“We surpassed our
ambitions, which
provides positive
momentum and a
strong foundation
for our new
Global Strategic
Action Plan. ”
—
Chris Cole
Chairman of the board
WSP 2024 Annual Report / 4
I would like to sincerely thank
our employees for this strong
showing—under the steady
guidance of our experienced
leadership team. I am continually
impressed by their level of
excellence, and it is deeply
rewarding to see our leaders
acknowledged among peers.
Notably, our President and CEO,
Alexandre L’Heureux, was
recognized as EFCG’s 2024
CEO of the Year and was just
recently named Canada’s
Outstanding CEO of the Year
by Bennett Jones LLP, Caldwell,
KPMG and the National Post—
accolades that merit
celebration. With our aspirations
in mind, we strengthened our
executive team even further by
appointing Mark Naysmith as
Global Chief Operating Officer
to support our ambitions in
2025 and beyond.
The transformational acquisition
of POWER Engineers marked
a strategic milestone for WSP,
anchoring our presence in the
power and energy market.
We received tremendous
support for this transaction,
with a concurrent equity raise
of $1.15B, which included
continued endorsements from
our valued institutional
shareholders.
Our Board engaged changes
in 2024 with the retirement of
two valued members. On behalf
of the Board, I express our
appreciation for the significant,
long-term contribution made
by Pierre Shoiry, including
eight years as Vice Chairman.
We also recognize the
contributions of Paul Raymond,
who served as a member of the
Audit Committee from 2019.
As we continue to develop a
highly qualified, experienced,
and diverse Board to oversee
WSP’s strategy and growth,
we were delighted to welcome
Martine Ferland, who also joined
our Governance, Ethics and
Compensation Committee.
I would like to commend the
Board for its dedicated
stewardship, steadfast direction
and ongoing commitment to
upholding the highest standards
of governance and risk
management. In particular,
I highlight our responsiveness
and attentiveness to the
challenging geopolitical events
of our time—demonstrating
the sensitivity and vigilance
required to safeguard our
people, our business and
our client relationships.
In a world where change and
disruption are becoming normal,
WSP has the scale, resources
and expertise to deliver high-
impact solutions for our clients
worldwide. We are well-
positioned to leverage the
opportunities stemming from
megatrends. We are at the
forefront of advising our clients
on all matters related to artificial
intelligence and digitization
as well as climate change,
the energy transition and the
wider sustainability agenda,
with many independent
international organizations
recognizing these credentials.
Sustainability in all its facets
remains core to WSP and
guides how we look after
our people and our business.
As a Board, our motivation to
track and encourage progress
in this area goes well beyond
duty. It is rooted in our deep
commitment to good corporate
citizenship and to doing
what is right for the benefit
of our people, clients
and shareholders.
From elevating our employee
experience to enhancing our
client-centric focus, we are
continually striving to raise
the bar and lead by example
in everything we do.
Looking ahead, our focus shifts
to our 2025-2027 Global
Strategic Action Plan ambitions,
and I eagerly anticipate the
dynamic journey that lies ahead.
To complement the exciting
release of our Plan, we have
also received an overwhelmingly
positive response to our newly
refreshed brand, which
reinforces our worldwide
reputation and signals a bold
and ambitious future for WSP.
I am honoured to serve as
Chairman of WSP and remain
grateful for the enduring trust
and confidence of our
employees, clients, investors,
and other stakeholders. •
WSP 2024 Annual Report / 5
PRESIDENT AND
CEO’S MESSAGE
This year was marked by
consolidation, expansion, and
stellar execution. I am incredibly
proud of our progress and
performance in the final year of
our 2022-2024 Global Strategic
Action Plan. Our team delivered
solid organic growth, strong
financial performance, and
enhanced profitability, setting
the stage for the journey ahead.
In fiscal 2024, robust demand
for our services and sustained
growth in key regions enabled
us to deliver well above
expectations, with record
net revenues1 and adjusted
EBITDA2—both exceeding
the high end of our outlook
for the year.
“In fiscal 2024,
robust demand for
our services and
sustained growth in
key regions enabled
us to deliver well
above expectations.”
—
Alexandre L’Heureux
President and
Chief Executive Officer
1. Total of segments measure. Refer to section 8.1, “Net revenues” of WSP’s Management’s Discussion and Analysis for the quarter and year ended December 31, 2024 (“MD&A”)
for a reconciliation to revenues.
2. Non-IFRS financial measure without a standardized definition under IFRS, which may not be comparable to similar measures used by other issuers. Refer to section 22, “Glossary
of segment reporting, non-IFRS and other financial measures”, of WSP’s MD&A for explanations of the composition and usefulness of this non-IFRS financial measure. Quantitative
reconciliations of the non-IFRS financial measure to the most directly comparable IFRS measure are incorporated by reference to sections 8.3, “Adjusted EBITDA” of WSP’s MD&A.
WSP 2024 Annual Report / 6
Staying true to our disciplined
approach to acquisitions, we
completed five transactions,
welcoming approximately
4,815 new colleagues. We
further diversified our footprint
and capabilities in key market
sectors and regions, namely
in EMEIA with the addition of
Proxion and 1A Ingenieros,
in the USA with AKF, and in
Canada with Communica.
Most significantly, we completed
the transformational acquisition
of POWER Engineers, realizing
a pivotal strategic ambition and
enabling WSP to become the
preeminent pure-play global
consulting firm for the world’s
energy transition.
WSP has established a
leading position across our
four primary market sectors:
Transportation & Infrastructure,
Earth & Environment,
Property & Buildings, and
Power & Energy. This strategic
positioning facilitates extensive
cross-selling opportunities,
thereby enhancing the value
we deliver to our clients.
We continue to invest in our
operations with a focus on
efficiency. The initiatives
implemented have yielded
results, contributing to
continued margin expansion
throughout the year.
Additionally, we announced the
appointment of Mark Naysmith
as our Global Chief Operating
Officer, effective January 2025.
With more than 35 years of
leadership experience at WSP,
Mark now oversees global
operations, promotes growth,
drives financial performance,
and fosters collaboration
to further leverage our
global scale.
The heartbeat
of our success
Today, we have a team of
approximately 73,000 talented
professionals across the globe.
We refer to them as our
Visioneers—recognizing
their roles as world shapers,
pioneers, pathfinders, and
impact makers. They are our
superpower, driving WSP
forward with their innovative
spirit and passion for addressing
the world’s most complex
challenges.
We rely on them to pioneer
change in a world undergoing
rapid transformation.
Megatrends, such as the energy
transition, urbanization, and the
digital revolution, are reshaping
our planet and driving the
demand for our expertise.
Our team of professionals,
with their diverse and profound
knowledge, is poised to navigate
and leverage these changes,
ensuring WSP remains at the
forefront of shaping sustainable
communities. To nurture their
efforts, we remain steadfast in
fostering an environment where
our people can thrive both
professionally and personally.
We continue to prioritize
promoting from within and
remain dedicated to fulfilling
75% of our leadership roles
internally. In 2024, we also made
significant strides in cultivating
our culture of ownership and
shared success through the
global rollout of our employee
share purchase plan “Own It”.
2022-2024
achievements
As we look ahead to the future,
it is essential to acknowledge
and celebrate the remarkable
achievements that have
shaped WSP.
As a leading compounder and
value creator, we over-delivered
on our 2022-2024 Global
Strategic Action Plan and the
ambitious financial targets we
set three years ago. Our teams
drove historic levels of organic
growth, enhanced our client
experience, and strengthened
our platform with advanced
technologies. By completing
16 strategic acquisitions during
the three-year cycle, we also
expanded our talent pool and
deepened our capabilities in
strategic areas.
These achievements solidified
our position among the leaders
in our industry and have laid
the groundwork for accelerated
growth. More than ever, we have
a truly global business that is
highly diversified on many fronts
and poised to keep driving
sustainable growth and leading
financial performance.
WSP 2024 Annual Report / 7
The future of WSP
We kicked off 2025 with much
excitement. We unveiled a
refreshed brand identity and
launched our 2025-2027 Global
Strategic Action Plan—
our roadmap for an ambitious
three-year cycle focused
on pioneering change for
empowered growth. We intend
to push boundaries even
further, drive greater innovation,
meaningfully invest in digital,
and unleash the limitless
potential of WSP. Our ambition
is to be a catalyst of change
in modernizing our industry.
To support our strategic
ambitions, we are broadening
our reach and evolving our
long-term vision to become
a leading brand within the
professional services universe.
WSP will continue to constantly
enhance, grow, adapt, and
unlock new opportunities.
I must express my gratitude to
our people for their ongoing
dedication; our clients around
the world for their continued
trust and partnership; our
shareholders and investors
for their unwavering confidence
in our vision; and our Board
members for their support
and invaluable guidance.
With a clear strategy, a bold new
brand, and an exceptional team,
we believe we are uniquely
positioned to create an enduring
legacy of greater impact. •
“We intend to push boundaries even further,
drive greater innovation, meaningfully invest
in digital, and unleash the limitless potential
of WSP.”
—
WSP 2024 Annual Report / 8
2024
YEAR IN
REVIEW
JANUARY 17
WSP named in Corporate Knights’ Global
100 ranking of the most sustainable corporations
MARCH 21
WSP acquires Communica, reinforcing its Indigenous
and stakeholder engagement services in Canada
MARCH 26
WSP acquires Proxion, strengthening its critical railway
infrastructure expertise in Finland
APRIL 3
WSP announces the appointment of Joe Sczurko
as President of WSP in the USA
MAY 1
WSP acquires AKF, expanding its Property & Buildings
practice across the U.S. Northeast
JUNE 5
WSP completes acquisition of 1A Ingenieros, significantly
growing its presence in Spain and in the Power sector
JUNE 25
WSP honoured with a record four accolades at Environment
Analyst’s Sustainability Delivery Awards
JULY 29
WSP recognized as a leader in environmental services
consulting by independent research firm, Verdantix
AUGUST 28
WSP tops ENR’s international design firm ranking
for fourth consecutive year
OCTOBER 1
WSP completes acquisition of POWER Engineers, a
4,000-employee firm leading in Power & Energy and names
Holger Peller as Global Director, Power & Energy
NOVEMBER 6
WSP announces the appointment of Mark Naysmith as Global
Chief Operating Officer and Paul Reilly as President and
Managing Director, WSP UK and Ireland
DECEMBER
Dean McGrail takes over leadership of Asia region,
as President, Middle East & Asia
Kathleen McGrail is appointed Global Director, Advisory
Services and joins the Global Leadership Team
WSP 2024 Annual Report / 9
WSP
TODAY
72,800
EMPLOYEES WORLDWIDE
CANADA
AMERICAS
United States
and Latin America
APAC
Asia Pacific
EMEIA
Europe, Middle East,
India and Africa
REVENUES BY
MARKET SECTOR1 (%)
For the year ended or as at December 31, 2024.
1. Based on revenues for the year ended December 31, 2024, including pro forma revenues for the POWER Acquisition over twelve months.
37%
Transportation & Infrastructure
31%
Earth & Environment
21%
Property & Buildings
11%
Power & Energy
12,600
EMPLOYEES
OF TOTAL
REVENUES
17%
23,000
EMPLOYEES
OF TOTAL
REVENUES
43%
11,500
EMPLOYEES
OF TOTAL
REVENUES
13%
25,700
EMPLOYEES
OF TOTAL
REVENUES
27%
WSP 2024 Annual Report / 10
2024
FINANCIAL
HIGHLIGHTS
We are pleased to report solid 2024 results, driven by sustained high demand
for our expert services leading to strong organic growth and increased profitability.
With these results, we surpassed our financial targets for the 2022-2024
strategic cycle.
$16.17B
Revenues (CAD)
$5.40
Basic net earnings
per share attributable
to shareholders (CAD)
18.0%
Adjusted EBITDA margin2
$1.27B
EBIT3 (CAD)
72
Days sales
outstanding (DSO)1
$15.6B
Backlog (CAD)
$2.19B
Adjusted EBITDA (CAD)
$12.17B
Net revenues (CAD)
$681M
Net earnings attributable
to shareholders (CAD)
7.5%
Organic growth
in net revenues1
1. Supplementary financial measures. Net revenue organic growth represents the period-over-period change in net revenues, excluding net revenues of businesses acquired or
divested in the twelve months following the acquisition or prior to the divestiture, expressed as a percentage of the comparable period net revenues, adjusted to exclude net
revenues of divested businesses, all calculated to exclude the impact of foreign exchange. Days Sales Outstanding (DSO) represents the average number of days to convert the
Corporation’s trade receivables (net of sales taxes) and costs and anticipated profits in excess of billings, net of billings in excess of costs and anticipated profits, into cash.
2. Non-IFRS ratio without a standardized definition under IFRS, which may not be comparable to similar ratios used by other issuers. Refer to section 22, “Glossary of segment
reporting, non-IFRS and other financial measures”, of WSP’s MD&A for explanations of the composition and usefulness of this non-IFRS ratio. Adjusted EBITDA margin is defined as
adjusted EBITDA expressed as a percentage of net revenues.
3. EBIT is defined as earnings before net financing expense and income taxes.
WSP 2024 Annual Report / 11
2025-2027
GLOBAL STRATEGIC
ACTION PLAN
On February 12, 2025, WSP released its 2025-2027
Global Strategic Action Plan:
PIONEERING
CHANGE FOR
EMPOWERED
GROWTH
WSP 2024 Annual Report / 12
This strategic roadmap outlines four key focus areas for the next three years as well
as their related targets1.
01
GROW OUR KEY MARKETS
AND SERVICES TO REMAIN
FUTURE READY®
GEOGRAPHIES, MARKETS & SERVICES
Capitalize on key regions and expand in geographies
with growth opportunities. Leverage our market
leadership to evolve capabilities, offer end-to-end
project lifecycle services and expand in select
high-growth areas*.
DIGITAL OFFERINGS
Evolve service offerings to systematically include
a digital component for projects and remain at the
forefront of innovation.
ACQUISITION STRATEGY
Maintain our disciplined acquisition strategy,
targeting opportunities that align with our criteria
and growth objectives.
>10% organic net revenue growth2 in selected
high-growth areas
>90% platform in OECD countries
>$200M investments in research & development,
innovation and digital
02
EXPAND OUR CLIENT-CENTRIC
AND DELIVERY CULTURE
GO-TO-MARKET STRATEGY
Strengthen our WSP Client Program and develop
thematic offerings to broaden client relationships
with our full suite of services.
GROWTH MINDSET
Elevate our growth leaders to increase the depth and
impact of WSP’s client-centric approach and mindset.
PROJECT DELIVERY EXCELLENCE
Enable a best-in-class project delivery experience
to boost performance, drive efficiency and leverage
global expertise.
Double clients generating over $100M in annual
net revenues3
>1.5x WSP Client Program organic growth rate
vs. rest of business
10% reduction in project margin erosion per year
* High-growth areas: Digital, Energy Transition, Water, Advanced Manufacturing & Mission Critical, Project & Program Management, Advisory, Mining & Metals.
1. Except where mentioned as an annual target, targets are expected to be achieved by December 31, 2027.
2. Supplementary financial measure that is forward looking. See footnote 1 on page 11 for a description of this measure. See pages 31-32 for the forward-looking statements disclaimer.
3. Total of segment measure that is forward looking. See pages 31-32 for the forward-looking statements disclaimer.
WSP 2024 Annual Report / 13
03
LEVERAGE OUR PLATFORM
AND ENABLE OPERATIONS
DIGITAL TRANSFORMATION
Complete the ERP implementation and further
leverage emerging technologies to optimize
processes and capture the benefits of our
transformation journey.
BUSINESS PARTNER INTEGRATION
Bring corporate functions together to unify our
service delivery model, drive automation and better
support our business for growth and performance.
OPERATIONAL PERFORMANCE
Maintain a disciplined focus on driving key
operational levers to further enhance efficiency.
30 to 50 bps increase in adjusted EBITDA margin1
per year
100% completion of ERP project
~$100M investments in systems and tools
to enable operations
04
EMPOWER OUR PEOPLE FOR
LIMITLESS OPPORTUNITIES
AND GROWTH
PEOPLE EXPERIENCE
Empower and develop our people to reach their full
potential by providing clear career paths, enabling
them to take ownership of their careers and play
to their strengths.
LIMITLESS OPPORTUNITIES
Unlock a dynamic future of internal possibilities –
from virtual to local and global – with experiences
and opportunities as unique and diverse as our people.
OWNERSHIP CULTURE
Make our employee share purchase plan available
across the business, enabling our people to share
in our collective success.
150 bps decrease in voluntary turnover
75% executive leadership roles filled internally
>30,000 employee shareholders
For a full overview of WSP’s 2025-2027 Global Strategic Action Plan, please visit wsp.com.
LONG-TERM VISION
BECOMING A LEADING BRAND
IN THE PROFESSIONAL
SERVICES UNIVERSE
Our strategic ambitions support this long-term vision and our
desire to be a catalyst of change in modernizing our industry.
1. Non-IFRS ratio that is forward looking. See pages 31-32 for the forward-looking statements disclaimer.
WSP 2024 Annual Report / 14
OUR
PROJECTS
We leverage our global scale and local expertise to deliver remarkable
projects that bring positive change.
Here is a selection of our transformative projects from around the world.
WSP 2024 Annual Report / 15
A MODERN HOME
FOR CHILDREN’S
HEALTHCARE
WSP played a pivotal role
in the design of Children’s
Healthcare of Atlanta’s
Arthur M. Blank Hospital.
This 446-bed facility houses
19 general operating rooms,
in addition to the Heart Center
and the Aflac Cancer and Blood
Disorders Center. A special care
unit will treat highly infectious
diseases. The pediatric space
incorporates innovations that
will serve the immediate needs
of patients and their families
while anticipating tomorrow’s
healthcare challenges.
Thanks to its point-of-care
services, this facility will also
offer patients a shorter time
to treatment.
PROJECT — Children’s Healthcare of Atlanta -
Arthur M. Blank Hospital
LOCATION — USA
Read more
446
BEDS – HOSPITAL CAPACITY
19
NUMBER OF FLOORS
2M sq. ft.
FLOOR AREA
“It has been a privilege to help one of the top
children’s hospitals in the country quite literally
lay the foundation for its next hundred years.
We have been inspired by patients and staff
to create inviting and innovative spaces.”
—
Douglas Lacy
Senior Vice-President and Senior Technical Director,
Property and Buildings at WSP in the USA
WSP 2024 Annual Report / 16
UNLOCKING FASTER,
SMARTER DECISIONS
FOR LAND USE
In partnership with Giraffe and
Aerometrex, WSP has
developed Land iQ for initial use
by the Department of Planning,
Housing and Infrastructure in
New South Wales, Australia.
This transformative tool aims
to streamline land use planning
for various agencies. Thanks
to WSP’s Future Ready®
approach, Land iQ is poised
to enhance decision making
across the whole of government.
Land iQ is used to assess
the social, economic,
environmental and financial
impacts of land use changes,
potentially leading to major
cost savings. Benefits include:
• Collaborative approach to
land use planning.
• Centralized data register
and direct links to government
databases.
• Robust digital visualization
planning tool.
• Alignment with existing
and future infrastructure.
• Integration of 3D designs.
Land iQ has played a crucial
role in flood recovery efforts in
the Northern Rivers and is
regularly used by an array of
NSW Government departments
to support strategic initiatives.
Land iQ will soon be available to
industry users in NSW and WSP
has the rights to commercialize
Land iQ in other jurisdictions
worldwide via license
agreements with the NSW
Government to utilize their IP.
PROJECT — Land iQ
LOCATION — Australia
Read more
40
LAND USE TYPOGRAPHIES
200
DATASETS
WSP 2024 Annual Report / 17
A SHINING STAR
IN MONTRÉAL’S
SKYLINE
The largest commercial real
estate project in Montréal in
30 years, National Bank’s
new head office is a bold,
40-storey project that marries
cutting-edge design with
eco‑friendly principles.
Located in the city’s historic
and rapidly transforming
Saint-Jacques district,
the building aims to redefine
urban architecture while
embodying the bank’s values
of modernity, flexibility and
environmental responsibility.
It meets rigorous standards for
sustainable development,
climate and seismic resilience,
and it provides a space
tailored for hybrid work.
With an aim to secure LEED and
WELL v2™ Silver certifications,
we selected locally sourced low
carbon materials and designed
the building for maximum
energy efficiency. To promote
rainwater infiltration and
on-site retention, we integrated
green spaces into the design,
including a green roof.
A 4,000 m² outdoor green
park between the two buildings
creates a calming natural space
that underscores the project’s
commitment to enhancing
quality of life.
PROJECT — National Bank Place
LOCATION — Canada
Read more
132,553 m2
FLOOR AREA
LEED and
WELL v2
TM Silver
CERTIFICATIONS
400
BICYCLE
PARKING SPOTS
WSP 2024 Annual Report / 18
A FEAT OF
TECHNICAL
AND ECONOMIC
FEASIBILITY
In connection with the Odra
Energia floating offshore
wind farm, WSP in Italy was
commissioned to prepare
the environmental impact
assessment application.
This ambitious 1,325 mW
project will connect to the Terna
power station via a 40 km-long
underground cable system.
Using a design envelope
approach, WSP conducted
a comprehensive technical
and economic feasibility
assessment. The team
performed an extensive
constraint analysis based
on multi-level planning criteria,
while developing detailed
specifications for the floating
foundation structures and
electrical systems. The
assessment encompassed
thorough geological and
geotechnical studies,
alongside robust maintenance
and operational planning
frameworks.
WSP’s analysis included
critical safety considerations,
addressing navigational hazards
and emergency protocols, as
well as technical requirements
for port facilities and auxiliary
equipment. The project’s
environmental impact was
carefully evaluated through
sophisticated marine weather
studies, oceanographic
analysis, and specialized
modeling of sediment
dispersion and wave patterns.
1,325 mW
OFFSHORE WIND PLANT
90
FLOATING WIND TURBINES
40 km
CONNECTION PIPELINE
PROJECT — Odra Energia floating offshore wind farm
LOCATION — Italy
Read more
WSP 2024 Annual Report / 19
BOOSTING
BIODIVERSITY
IN POWER
Biodiversity is declining at an
alarming rate: in Europe,
80% of natural habitats are
in poor condition as climate
change drives biodiversity loss1.
It has been confirmed that
renewable-led decarbonization
can lower risks to biodiversity
by 75% while reverting 50%
of climate change-induced
land loss2.
Mindful of the twin threats of
climate change and biodiversity
loss, WSP supported Eurelectric
as a knowledge partner on its
Power Plant 2.0 guidebook.
In addition to setting out key
principles for biodiversity and
environmental protection, this
useful guide proposes steps
to be followed for renewable
and grid projects. For example,
hydropower developers
could aim to identify and avoid
freshwater habitats or species
by prioritizing sites in altered
or impaired areas.
Europe’s power system is
undergoing transformation amid
efforts to double renewable
capacity by 2030. Power Plant
2.0 will help the renewables
industry lead the way by
integrating biodiversity
with a view to achieving
nature-positive outcomes.
PROJECT — Power Plant 2.0 guidebook
LOCATION — Europe
Read more
18
EUROPEAN
CASE STUDIES
12
KEY PRINCIPLES
FOR BIODIVERSITY
“We are proud to have
developed the Power
Plant guidebook
alongside Eurelectric,
a practical framework
for scaling up nature-
inclusive design
and good operational
practices across
renewables and
grid projects.”
—
Jonny Miller
Technical Lead, Biodiversity
Net Gain at WSP in the UK
1. Source: European Commission (2022).
2. Source: WWF (2023).
WSP 2024 Annual Report / 20
WORKING TOWARD
A SUSTAINABLE
REE SUPPLY
The International Energy
Agency anticipates soaring
demand for rare earth elements
(REEs). These metals are a
crucial component of high-tech
products, from cell phones to
flat screens. However, it is their
role in the green energy
transition that has thrust them
into the global spotlight. With
supply highly concentrated in
China, end-users are eagerly
seeking new projects to ensure
a more sustainable supply chain.
The Fen complex in Telemark,
Norway may well become a
major supplier. Reportedly
Europe’s largest REE deposit,
it is owned by Rare Earths
Norway (REN). The company
launched its first Mineral
Resource Estimate (MRE) in
2024, with WSP building the
geological model and deriving
the MRE.
Our involvement in this project
dates back to 2021, including
exploration planning, on-site
training, risk mitigation,
and conceptual mine design.
REN also engaged with
WSP occupational hygienists
on plans to mitigate
any occupational health
considerations linked to
REE mining and processing.
Partnering with WSP’s
multidisciplinary teams can help
companies like REN as they
seek to bring essential supplies
of critical minerals to market.
PROJECT — Rare earth element mineral resource estimate
LOCATION — Norway
Read more
10
DISCIPLINES
OF EXPERTISE
6
INTERNATIONAL OFFICES –
HIGH LEVEL COORDINATION
WSP 2024 Annual Report / 21
AWARD-WINNING
STRUCTURAL DESIGN
WSP’s award-winning structural
design and smart solutions
have shaped one of Hong
Kong’s largest and most
technically advanced logistics
centres, located in Hong Kong
International Airport’s South
Cargo Precinct.
This logistics centre has
an excellent location and is
equipped with cutting-edge
smart logistics technology
to create a world-class high-
end logistics centre for major
companies in Asia, connecting
the Greater Bay Area and other
international cities.
Cainiao Smart Gateway spans
12 floors and covers a total area
of 4,100,000 square feet. It is
designed to cater to both air
cargo (B2B) and e-commerce
(B2C) logistics, dovetailing with
the airport’s cargo development
strategy. WSP served as the
structural, geotechnical and civil
engineering consultant on this
joint venture project.
The entire structural design
maximizes the performance of
the structural materials and the
use of available space enabling
the structure and building
layout to be better integrated,
to meet the requirements of
logistics functions and maximize
warehouse storage capacity.
12
NUMBER OF FLOORS
>300 m
LENGTH OF THE BUILDING
118 m
ABOVE GROUND HEIGHT
PROJECT — Cainiao Smart Gateway Logistics Centre
LOCATION — Hong Kong, China
Read more
WSP 2024 Annual Report / 22
A SUSTAINABLE
MILESTONE IN
CHILEAN MINING
The closure of Codelco’s
Ventanas smelter in Chile,
operational since the 1960s,
marks a significant transition
in one of the country’s most
densely populated areas,
paving the way for improved
environmental practices
in mining.
Codelco’s Vice Presidency of
Projects entrusted WSP’s team
to develop the conceptual
engineering for this project,
focusing on remediation,
waste management and
community engagement.
This required close
collaboration between our
offices in Chile, Peru, Italy
and France.
Thanks to rigorous risk
management by our Health,
Safety, Environment and
Quality team, the project was
completed with zero incidents
in 2,900 hours of fieldwork—
an achievement recognized
by our client.
The project demonstrated
a comprehensive approach
to sustainability through
environmental and social
impact assessments.
This achievement
demonstrates WSP’s
leading expertise in closure
engineering and environmental
remediation and how we
contribute to cleaner and
more sustainable mining.
PROJECT — Ventanas smelter closure engineering
LOCATION — Chile
Read more
1st
COMPREHENSIVE AND
SUSTAINABLE SMELTER
CLOSURE IN CHILE
4
INTERNATIONAL OFFICES –
HIGH-LEVEL COORDINATION
WSP 2024 Annual Report / 23
PROJECT — Tackling water challenges
LOCATION — Nordics
Read more
PIONEERING
WATER SOLUTIONS
Heavy rainfall has affected
the Nordic region (Denmark,
Finland, Norway, Sweden),
where infrastructure is
struggling to cope with
increased precipitation.
WSP’s experts are devising
sustainable solutions to manage
cloudbursts without overloading
wastewater systems.
Some of Denmark’s challenges
stem from the fact that its plains
are used for agriculture. Also,
many areas that were originally
wetlands have since been
developed. WSP is supporting
clients with solutions like
stormwater ponds for
above‑ground management
to help address rising
groundwater levels and
increased flooding risks.
Finland has seen torrential
precipitation. WSP’s planners
are now factoring in a 20%
increase in rainwater volume—
a key consideration when
future-proofing infrastructure.
Extreme weather has left its
mark in Norway. Solutions
include buildings with green
roofs that collect, filter and
reuse rainwater.
Sweden has also been hit by
severe floods. Since its drinking
water and wells are vulnerable
to contamination, testing is
underway to develop new
intake sources.
Our experts in the Nordic
region are developing creative
solutions to future-proofing
the water supply. WSP stands
at the forefront of planning
and technical knowledge
in this area.
INCREASED
FLOODING RISK IN ALL
NORDIC COUNTRIES
EARLY
CONSIDERATION
OF WATER MANAGEMENT
IN PROJECTS
WSP 2024 Annual Report / 24
SAFEGUARDING
FIORDLAND’S VITAL LINK
Linking Te Anau and Piopiotahi
(Milford Sound), Homer
Tunnel is the primary access
route for visitors traveling to
Fiordland National Park, one
of New Zealand’s most iconic
tourist destinations. As part
of efforts to address safety
concerns, WSP and its partners
were commissioned to build
a new avalanche shelter at
the eastern entrance to the
tunnel after demolishing the
existing structure.
Under such complex
engineering conditions,
accelerated techniques were
required. To save time and
minimize traffic disruptions,
the team decided to use
pre-cast concrete, with no
pilings. Due to avalanche
risks, construction could
only take place in the late
spring and summer.
The new structure can
handle huge deposits of
snow debris and rockfall
impacts. An embankment
was also constructed to
deflect avalanche flows.
Completed in April 2024
the shelter strengthens
safety on this alpine route,
built to endure Fiordland’s
extreme conditions.
45 m
LENGTH OF THE SHELTER
157
PREFABRICATED
CONCRETE ELEMENTS
PROJECT — Homer Tunnel avalanche shelter
LOCATION — New Zealand
Read more
WSP 2024 Annual Report / 25
CORPORATE
GOVERNANCE
BOARD OF DIRECTORS
01
04
07
02
05
08
03
06
09
01 / CHRISTOPHER COLE
CHAIRMAN AND MEMBER OF
THE GOVERNANCE, ETHICS AND
COMPENSATION COMMITTEE
Director since 2012
Independent
Professional Non-Executive Director
02 / ALEXANDRE L’HEUREUX
PRESIDENT AND CHIEF EXECUTIVE
OFFICER, WSP GLOBAL INC.
Director since 2016
Non-independent
03 / LOUIS-PHILIPPE CARRIÈRE
CHAIR OF THE AUDIT COMMITTEE
Director since 2017
Independent
Professional Non-Executive Director
04 / LINDA SMITH-GALIPEAU
CHAIR OF THE GOVERNANCE, ETHICS
AND COMPENSATION COMMITTEE
Director since 2019
Independent
Professional Non-Executive Director
05 / MARTINE FERLAND
MEMBER OF THE GOVERNANCE, ETHICS
AND COMPENSATION COMMITTEE
Director since 2024
Independent
Professional Non-Executive Director
06 / BIRGIT NØRGAARD
MEMBER OF THE GOVERNANCE, ETHICS
AND COMPENSATION COMMITTEE
Director since 2013
Independent
Professional Non-Executive Director
07 / SUZANNE RANCOURT
MEMBER OF THE AUDIT COMMITTEE
Director since 2016
Independent
Professional Non-Executive Director
08 / MACKY TALL
MEMBER OF THE AUDIT COMMITTEE
Director since 2023
Independent
Senior Advisor, Carlyle Group
09 / CLAUDE TESSIER
MEMBER OF THE AUDIT COMMITTEE
Director since 2023
Independent
Professional Non-Executive Director
WSP 2024 Annual Report / 26
GLOBAL LEADERSHIP TEAM
01 *
04 *
07 *
10
02 *
05 *
11
03 *
06 *
09
01 / ALEXANDRE L’HEUREUX
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
02 / ALAIN MICHAUD
CHIEF FINANCIAL OFFICER
03 / MARK NAYSMITH
CHIEF OPERATING OFFICER
04 / PHILIPPE FORTIER
CHIEF LEGAL OFFICER AND
CORPORATE SECRETARY
05 / MEGAN VAN PELT
CHIEF HUMAN RESOURCES OFFICER
06 / CHADI HABIB
CHIEF TECHNOLOGY OFFICER
AND HEAD OF BUSINESS SOLUTIONS
07 / MARC RIVARD
GLOBAL SENIOR VICE PRESIDENT,
OPERATIONAL PERFORMANCE;
CHIEF OPERATING OFFICER, AMERICAS
08 / SANDY VASSIADIS
CHIEF COMMUNICATIONS OFFICER
09 / MARC CHABOT
CHIEF GLOBAL CLIENTS OFFICER
10 / JULIANNA FOX
CHIEF ETHICS AND COMPLIANCE
OFFICER
11 / GINO POULIN
CHIEF INFORMATION OFFICER
* Member of the Executive
Leadership Team
08 *
WSP 2024 Annual Report / 27
GLOBAL LEADERSHIP TEAM
15
18
21
24
16
19
25
17
20
23
12 / IAN BLAIR
MANAGING DIRECTOR, NEW ZEALAND
13 / MARIE-CLAUDE DUMAS
PRESIDENT, CANADA
14 / GREG KANE
PRESIDENT, AUSTRALIA
15 / DEAN MCGRAIL
PRESIDENT, MIDDLE EAST AND ASIA
16 / PETER MYERS
PRESIDENT, LATIN AMERICA
AND THE CARIBBEAN
17 / ANNA-LENA
ÖBERG-HÖGSTA
PRESIDENT, NORDICS
18 / PAUL REILLY
PRESIDENT AND MANAGING DIRECTOR,
UK AND IRELAND
19 / JOSEPH SCZURKO
PRESIDENT, USA
20 / KEVIN BEAUCHAMP
GLOBAL DIRECTOR,
MINING AND METALS
21 / ANDRÉ-MARTIN
BOUCHARD
GLOBAL DIRECTOR,
EARTH AND ENVIRONMENT
22 / KATHLEEN MCGRAIL
GLOBAL DIRECTOR,
ADVISORY SERVICES
23 / ERIC PEISSEL
GLOBAL DIRECTOR, TRANSPORTATION
AND INFRASTRUCTURE
24 / HOLGER PELLER
GLOBAL DIRECTOR,
POWER AND ENERGY
25 / TOM SMITH
GLOBAL DIRECTOR, PROPERTY
AND BUILDINGS
22
13
14
12
WSP 2024 Annual Report / 28
2024
MANAGEMENT’S
DISCUSSION
AND ANALYSIS
WSP Global Inc.
For the fourth quarter and year ended
December 31, 2024
4
FINANCIAL HIGHLIGHTS .........................................................................................................
M-6
5
EXECUTIVE SUMMARY ............................................................................................................
M-7
6
KEY EVENTS .................................................................................................................................
M-9
7
SEGMENT OPERATIONAL REVIEW .....................................................................................
M-11
8
FINANCIAL REVIEW ..................................................................................................................
M-15
9
LIQUIDITY .....................................................................................................................................
M-23
10
SUMMARY OF QUARTERLY RESULTS ................................................................................
M-25
11
SELECTED ANNUAL INFORMATION ...................................................................................
M-26
12
GOVERNANCE ............................................................................................................................
M-27
13
CRITICAL ACCOUNTING ESTIMATES ..................................................................................
M-28
14
MATERIAL ACCOUNTING POLICIES ....................................................................................
M-28
15
FINANCIAL INSTRUMENTS .....................................................................................................
M-29
16
RELATED PARTY TRANSACTIONS .......................................................................................
M-29
17
OFF-BALANCE SHEET AGREEMENTS ................................................................................
M-29
18
CONTRACTUAL OBLIGATIONS .............................................................................................
M-29
19
FORWARD-LOOKING STATEMENTS ..................................................................................
M-29
20
RISK FACTORS ............................................................................................................................
M-31
21
ADDITIONAL INFORMATION .................................................................................................
M-49
22
GLOSSARY OF SEGMENT REPORTING, NON-IFRS AND OTHER FINANCIAL
MEASURES ...................................................................................................................................
M-50
TABLE OF CONTENTS
1
MANAGEMENT’S DISCUSSION AND ANALYSIS ..............................................................
M-3
2
NON-IFRS AND OTHER FINANCIAL MEASURES ............................................................
M-3
3
CORPORATE OVERVIEW ........................................................................................................
M-4
M-2
WSP Global Inc.
Management's Discussion and Analysis
2024
1
MANAGEMENT’S DISCUSSION AND
ANALYSIS
The following management’s discussion and analysis
(“MD&A”) of the consolidated financial condition and
consolidated results of operations, dated February 26,
2025, is intended to assist readers in understanding
WSP Global Inc. (together with its subsidiaries,
the
“Corporation”
or
“WSP”)
and
its
business
environment, strategies, performance and risk factors.
This MD&A should be read together with the
Corporation's audited consolidated financial statements
and
accompanying
notes
for
the
year
ended
December
31,
2024.
The
Corporation’s
audited
consolidated financial statements for the year ended
December 31, 2024 have been prepared in compliance
with
International
Financial
Reporting
Standards
Accounting Standards (“IFRS”). All amounts shown in
this MD&A are expressed in Canadian dollars, unless
otherwise indicated. All quarterly information disclosed
in this MD&A is based on unaudited figures.
This MD&A focuses on the Corporation’s annual and
quarterly results for the year and fourth quarter ended
December 31, 2024. The Corporation’s second and third
quarters are always comprised of 13 weeks of
operations. However, the number of weeks of operations
in the first and fourth quarters will vary as the
Corporation has a statutory December 31 year end. The
fourth
quarter
results
include
the
period
from
September 29, 2024 to December 31, 2024 and the
comparative fourth quarter results include the period
from October 1, 2023 to December 31, 2023.
In this MD&A, unless otherwise noted or the context
otherwise
indicates,
references
to
“WSP”,
the
“Corporation”, "it", "its", “we”, “our”, or similar expressions
refer to WSP Global Inc. Where the context requires,
these terms also refer to WSP's subsidiaries and
associated companies.
2 NON-IFRS AND OTHER FINANCIAL
MEASURES
The Corporation's financial statements are prepared in
accordance with IFRS. WSP uses a number of financial
measures when assessing its results and measuring
overall performance. Some of these financial measures
are not calculated in accordance with IFRS. Regulation
52-112 respecting Non-GAAP and Other Financial
Measures
Disclosure
prescribes
disclosure
requirements that apply to the following types of
measures used by the Corporation:
i.
non-IFRS financial measures;
ii.
non-IFRS ratios;
iii.
total of segments measures;
iv.
capital management measures; and
v.
supplementary financial measures.
In this MD&A, the following non-IFRS and other financial
measures are used by the Corporation: net revenues;
total adjusted EBITDA by segment; total adjusted
EBITDA margin by segment; adjusted EBITDA; adjusted
EBITDA margin; adjusted net earnings; adjusted net
earnings per share; free cash flow; trailing twelve
months of free cash flow to trailing twelve months of net
earnings attributable to shareholders; organic net
revenue growth (contraction), acquisition net revenue
growth; divestiture net revenue impact; organic backlog
growth (contraction); days sales outstanding (“DSO”);
and net debt to adjusted EBITDA ratio. These measures
are defined in section 22, “Glossary of segment
reporting, non-IFRS and other financial measures” and
reconciliations to IFRS measures can be found in
section 8, “Financial Review” and section 9, “Liquidity”.
Management
of
the
Corporation
(“Management”)
believes that these non-IFRS and other financial
measures provide useful information to investors
regarding the Corporation’s financial condition and
results of operations as they provide additional key
metrics of its performance. These non-IFRS and other
financial measures are not recognized under IFRS, do
not have any standardized meaning prescribed under
IFRS and may differ from similarly-named measures as
reported by other issuers, and accordingly may not be
comparable. These measures should not be viewed as a
substitute for the related financial information prepared
in accordance with IFRS.
M-3
WSP Global Inc.
Management's Discussion and Analysis
2024
3 CORPORATE OVERVIEW
As one of the world’s leading professional services firms,
WSP provides strategic advisory, engineering and
design services to clients in the Transportation &
Infrastructure, Earth & Environment, Property & Buildings
and Power & Energy sectors. WSP's experts include
advisors, engineers, environmental specialists, scientists,
technicians, architects and planners, in addition to other
design and program management professionals. With
approximately 72,800 talented people globally, WSP is
well positioned to deliver successful and sustainable
projects to meet clients' needs.
The Corporation’s business model is centered on
maintaining a leadership position in each of its end
markets and the regions in which it operates by
establishing a strong commitment to, and recognizing
the needs of, surrounding communities, as well as local
and national clients. WSP offers a variety of professional
services throughout all project execution phases, from
the initial development and planning studies through to
the
project
and
program
management,
design,
construction
management,
commissioning
and
maintenance phases.
Under this business model, the Corporation benefits
from regional offices with a full-service offering.
Functionally, sector and regional leaders work together
to develop and coordinate markets served, combining
local knowledge and relationships with nationally
recognized expertise. The Corporation has developed a
multidisciplinary team approach whereby employees
work closely with clients to develop optimized solutions.
The Corporation is confident it has the capability and the
depth of expertise to transform visions into reality that
are sustainable in every sense - commercially,
technically, socially and environmentally.
The market sectors in which the Corporation operates
are described below.
• Transportation & Infrastructure: The Corporation’s
experts advise, plan, design and manage projects for
rail, transit, aviation, highways, bridges, tunnels, water,
maritime and urban infrastructure. Public and private
sector clients, together with construction contractors
and other partners, seek the Corporation’s global
expertise to undertake design services, as well as
create medium and long-term transportation and
infrastructure strategies, and to provide guidance and
support throughout the lifecycle of a wide range of
projects
and
assets.
The
Corporation
offers
comprehensive,
innovative
and
value-oriented
solutions to assist clients in achieving their desired
outcomes and takes great pride in solving clients’
toughest problems. The Corporation offers a full range
of services locally with extensive global experience
and support to successfully deliver projects, helping
clients tackle challenges and respond to emerging
areas in intelligent mobility, resiliency, decarbonization,
operational technology (OT) cybersecurity, social
equity, digital project delivery, asset management and
design.
• Earth
&
Environment:
The
Corporation
has
specialists working with and advising governments
and private-sector clients on key aspects of earth
sciences
and
environmental
sustainability.
The
Corporation’s experts advise on matters ranging from
clean air, water and land, to biodiversity, solutions for
the
energy
transition,
climate
change
and
Environmental, Social and Governance (“ESG”) issues.
They provide specialized services to mining, oil and
gas, power, industrial and transportation clients, all of
whom operate in highly regulated industries. The
Corporation delivers a broad range of advisory and
operational services, including due diligence, permit
approvals, regulatory compliance, waste/hazardous
materials management, geotechnical and mining
engineering,
water
resource
management,
environmental/social
impact
assessments,
and
feasibility
and
land
remediation
studies.
The
Corporation's reputation is built on helping clients
worldwide mitigate risk, manage and reduce impacts
and maximize opportunities related to sustainability,
climate change, energy use, resource extraction and
the environment. The Corporation is able to support its
clients through the project lifecycle, from design,
permitting,
planning
and
operations,
to
decommissioning and asset remediation.
• Property & Buildings: The Corporation is a world-
leading provider of technical and advisory services
with a track record of delivering commercial real
estate, social infrastructure, buildings, places, and
industrial and manufacturing facilities of the highest
quality. The Corporation is involved at every stage of
the project lifecycle, from the business case, through
design and construction, to asset management and
refurbishment. The Corporation has teams of technical
experts across the globe delivering engineering and
consultancy services that include decarbonization
strategies, digital building design, building engineering
design, advisory as well as project and construction
management. The Corporation enables its clients to
M-4
WSP Global Inc.
Management's Discussion and Analysis
2024
maximize the outcome of their projects across all
sectors including commercial and residential, data
centres, government and mobility, healthcare, science,
technology and manufacturing, hospitality and enter-
tainment.
• Power & Energy: The Corporation offers clients
integrated solutions on all kinds of energy projects,
including clean energy investments like renewables,
low-carbon solutions like nuclear or natural gas, large-
scale power plants, smaller on-site power generation
and efficiency programs, high-voltage direct current
transmission, substation design, electrical studies,
protection
and
controls,
advanced
distribution
management systems, storage and distribution. The
Corporation's experts can manage large programs,
and advise and collaborate during every project stage,
delivering multi-discipline engineering full lifecycle
solutions. From pre-feasibility studies and community
engagement
through
to
operation
and
decommissioning, the Corporation aims to support
clients’ transition to more efficient, reliable and
sustainable energy.
In addition to these sectors, the Corporation offers a
range of highly specialized strategic advisory services:
• Planning & Technical Advisory Services: The
Corporation helps clients, whether it is environment
and sustainability consulting work or advising clients
on the planning of their new developments, providing
due diligence on transactions, evaluating an asset
portfolio, or simply making sure every project is
digitally enabled. The Corporation solves problems,
delivers innovative and Future Ready® strategies,
recommendations, and advice, helping clients to stay
competitive and effectively manage and develop their
infrastructure and property assets. Public and private
sector clients are seeking access to more refined data
and “lessons learned” from the Corporation. The
Corporation provides local expertise and offers
international benchmarks and best practice solutions
based on its experience. The Corporation's team
blends the technical skills of its global network with a
results-oriented approach to provide effective and
sustainable strategies that help to advance the
communities where it is present.
• Management Consultancy & Strategic Advisory
Services: The Corporation’s professionals advise its
clients to assess the viability of their projects upfront
—clients who are embarking on multi-million, or even
billion-dollar projects, that often take years before
going into design or construction. The Corporation
validates the client’s strategies and business cases
through
multiple
assessments
for
example,
environmental, organizational, technical, conceptual,
commercial, digital and strategic. The Corporation
draws upon the size and scale of its teams to validate
the advice, recommendations, proposed strategies,
and solutions formulated for clients.
• Digital Services: The Corporation’s professionals
work throughout the project lifecycle to design
innovative solutions through both internal digital
expertise
and
via
collaboration
with
leading
technology
providers.
Major
technological
advancements are likely to improve the way people
live, commute and travel, but they also shed new light
on how property and infrastructure owners need to
adapt to and embrace change. The Corporation’s
digital experts provide executive-level strategic
advisory on digital adoption and transformation, and
deliver digital services and platforms to enhance
engineering, infrastructure, building and environmental
projects.
• Sustainability Services: In light of catalysts, such as
population
growth,
resource
demands
and
constraints, as well as challenges presented by
extreme weather events that impact community
resiliency, the Corporation remains committed to
integrating sustainability principles during the planning,
design and management stages of all its projects.
M-5
WSP Global Inc.
Management's Discussion and Analysis
2024
4 FINANCIAL HIGHLIGHTS
Fourth quarters ended
Years ended
(in millions of dollars, except percentages, per share data, DSO and ratios)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Revenues
$4,664.9
$3,724.3
$16,166.8
$14,437.2
Net revenues(1)
$3,394.0
$2,756.0
$12,172.2
$10,897.0
Earnings before net financing expense and income taxes ("EBIT")
$345.4
$211.0
$1,268.6
$947.5
Adjusted EBITDA(2)
$634.3
$524.9
$2,185.7
$1,921.3
Adjusted EBITDA margin(3)
18.7 %
19.0 %
18.0 %
17.6 %
Net earnings attributable to shareholders of WSP Global Inc.
$166.9
$130.6
$681.4
$550.0
Basic net earnings per share attributable to shareholders
$1.28
$1.05
$5.40
$4.41
Adjusted net earnings(2)
$305.3
$247.8
$1,014.9
$860.0
Adjusted net earnings per share(3)
$2.34
$1.99
$8.05
$6.90
Cash inflows from operating activities
$773.3
$776.6
$1,381.9
$986.3
Free cash flow(2)
$642.5
$609.9
$884.5
$432.7
As at
December 31,
2024
December 31,
2023
Backlog
$15,604.0
$14,076.5
Approximate number of employees
72,800
66,500
DSO(4)
72 days
76 days
Net debt to adjusted EBITDA ratio(5)
1.8
1.5
(1)
Total of segments measure. Refer to section 8.1, “Net revenues” for a reconciliation to revenues.
(2)
Non-IFRS financial measure without a standardized definition under IFRS, which may not be comparable to similar measures used by other
issuers. Refer to sections 8.3, “Adjusted EBITDA”, 8.8, “Adjusted net earnings”, 9.1, “Operating activities and free cash flow”, as well as section
22, “Glossary of segment reporting, non-IFRS and other financial measures”, for quantitative reconciliations to the most directly comparable
IFRS measures, as well as explanations of the composition and usefulness of these non-IFRS financial measures.
(3)
Non-IFRS ratio without a standardized definition under IFRS, which may not be comparable to similar ratios used by other issuers. Adjusted
EBITDA margin is defined as adjusted EBITDA expressed as a percentage of net revenues. Adjusted net earnings per share is the ratio of
adjusted net earnings divided by the basic weighted average number of shares outstanding for the period. Refer to section 22, “Glossary of
segment reporting, non-IFRS and other financial measures” for references to the non-IFRS financial measures which are components of these
non-IFRS ratios, and the use of these non-IFRS ratios.
(4)
Supplementary financial measure. Days sales outstanding (“DSO”) represents the average number of days to convert the Corporation's trade
receivables (net of sales taxes) and costs and anticipated profits in excess of billings, net of billings in excess of costs and anticipated profits,
into cash.
(5)
This capital management measure is the ratio of net debt to adjusted EBITDA for the trailing twelve-month period. Net debt is defined as long-
term debt, including current portions but excluding lease liabilities, and net of cash.
M-6
WSP Global Inc.
Management's Discussion and Analysis
2024
5 EXECUTIVE SUMMARY
WSP maintained its upward trajectory in 2024, delivering solid growth in net revenues and improved profitability in the
fiscal year. Cash flows from operations remained strong and free cash flow more than doubled compared to the prior
year. The Corporation achieved another record-high backlog and DSO came in at the low end of Management's
outlook range for 2024.
Financial highlights for the fourth quarter of 2024
•
Revenues and net revenues for the quarter reached $4.66 billion and $3.39 billion, up 25.3% and 23.1%,
respectively, compared to the fourth quarter of 2023. Net revenue organic growth(1) of 10.0% in the quarter was
led by the US and Canada. Net revenue organic growth would have been approximately 7.6% if normalized for the
fact that the fourth quarter of 2024 benefitted from approximately two additional billable days.
•
Adjusted EBITDA in the quarter grew to $634.3 million, compared to $524.9 million in the fourth quarter of 2023,
an increase of 20.8%.
•
Adjusted EBITDA margin for the quarter stood at 18.7%, compared to 19.0% in the fourth quarter of 2023, due to
the performance in Asia and a higher mix of lower-margin emergency response services in the US.
•
EBIT in the quarter stood at $345.4 million, up $134.4 million or 63.7%, compared to the fourth quarter of 2023.
The increase was mainly attributable to an increase in adjusted EBITDA, as well as impairment of long-lived
assets recognized in the fourth quarter of 2023, partially offset by higher acquisition and integration costs in the
fourth quarter of 2024 due to the recent acquisition of POWER Engineers, Incorporated.
•
Adjusted net earnings for the quarter reached $305.3 million, or $2.34 per share, up 23.2% and 17.6%,
respectively, compared to the fourth quarter of 2023. The increase is mainly attributable to higher adjusted
EBITDA, partially offset by higher interest on long-term debt.
•
Net earnings attributable to shareholders for the quarter reached $166.9 million, or $1.28 per share, up 27.8% and
21.9%, respectively, compared to $130.6 million, or $1.05 per share, in the fourth quarter of 2023. The increase is
mainly due to higher adjusted EBITDA and impairment of long-lived assets recognized in the fourth quarter of
2023, partially offset by higher net financing expenses.
•
Cash flows from operating activities were $773.3 million in the quarter, and free cash flow reached $642.5 million
in the quarter.
•
Quarterly dividend declared of $0.375 per share, or $48.9 million, which was paid subsequent to the end of the
year on January 15, 2025.
Financial highlights for fiscal year 2024
•
Revenues and net revenues increased by 12.0% and 11.7%, respectively, compared to 2023, growing to
$16.17 billion and $12.17 billion, respectively, with net revenue exceeding the high end of Management's updated
outlook range for the year of $11.80 billion to $12.10 billion, largely due to higher demand for emergency response
services following hurricanes in the US. The increase year-over-year was mainly due to organic growth of 7.5%
and acquisition growth of 3.7%.(1) Organic growth was led by the US and Canada.
•
Backlog as at December 31, 2024 reached a new record level of $15.6 billion, representing 10.9 months of
revenues,(2) up 10.9% in the year.
•
Adjusted EBITDA grew to $2.186 billion, up 13.8%, compared to $1.921 billion in 2023, exceeding the high end of
Management's updated outlook range for the year, which stood at $2.155 billion to $2.175 billion.
•
Adjusted EBITDA margin increased to 18.0%, compared to 17.6% in 2023, mainly attributable to increased
productivity, partially offset by the performance in Asia.
M-7
WSP Global Inc.
Management's Discussion and Analysis
2024
•
EBIT stood at $1.27 billion, up 33.9% compared to 2023, mainly due to an increase in adjusted EBITDA, as well as
impairment of long-lived assets recognized in 2023.
•
Adjusted net earnings of $1.01 billion, or $8.05 per share, increased by $154.9 million or $1.15 per share, compared
to 2023. The respective increases of 18.0% and 16.7% in these metrics were mainly attributable to higher adjusted
EBITDA, partially offset by higher interest on long-term debt.
•
Net earnings attributable to shareholders reached $681.4 million, or $5.40 per share, up $131.4 million, or $0.99
per share, compared to 2023. The increase was mainly due to higher adjusted EBITDA and impairment of long-
lived assets recognized in the fourth quarter of 2023, partially offset by higher net financing expenses.
•
DSO as at December 31, 2024 stood at 72 days, ending at the lower end of Management's outlook range,
compared to 76 days as at December 31, 2023.
•
Cash inflows from operating activities increased to $1,381.9 million in 2024 compared to $986.3 million in 2023.
Free cash flow was $884.5 million for the year, more than double compared to $432.7 million in 2023. Free cash
flow represented 1.3 times the net earnings attributable to shareholders.(3) The improvement in free cash flow was
mainly due to higher adjusted EBITDA, lower working capital usage, lower income taxes paid and the disposal of
a building.
•
Net debt to adjusted EBITDA ratio stood at 1.8x, within Management's target range of 1.0x to 2.0x. Incorporating a
full twelve months of adjusted EBITDA of all acquired businesses, the net debt to adjusted EBITDA ratio would be
1.7x.
•
Full year dividend declared of $1.50 per share, or $189.2 million.
(1)
Supplementary financial measures. Net revenue organic growth represents the period-over-period change in net revenues, excluding net
revenues of businesses acquired or divested in the twelve months following the acquisition or prior to the divestiture, expressed as a
percentage of the comparable period net revenues, adjusted to exclude net revenues of divested businesses, all calculated to exclude the
impact of foreign exchange.Net revenue acquisition growth represents the current period net revenues of acquired businesses in the twelve
months following the acquisition, expressed as a percentage of the comparable period net revenues, all calculated to exclude the impact of
foreign exchange.
(2)
Based on revenues for the trailing twelve-month period, incorporating a full twelve months of revenues for all acquisitions.
(3)
Non-IFRS ratio without a standardized definition under IFRS, which may not be comparable to similar ratios used by other issuers. The ratio is
defined as the trailing twelve months of free cash flow to trailing twelve months of net earnings attributable to shareholders. The ratio of free
cash flow to net earnings attributable to shareholders for the year ended December 31, 2023 was 0.8. Refer to section 22, “Glossary of
segment reporting, non-IFRS and other financial measures” for references to the non-IFRS financial measure which is a component of this nonI-
FRS ratio, and the usefulness of this non-IFRS ratio.
M-8
WSP Global Inc.
Management's Discussion and Analysis
2024
6 KEY EVENTS
The following are highlights from January 1, 2024 to
February 26, 2025, the date of this MD&A for the year
ended December 31, 2024.
2025-2027 Global Strategic Action Plan
In February 2025, WSP launched its 2025-2027 Global
Strategic Action Plan, prioritizing four strategic focus
areas:
▪
Grow key markets and services;
▪
Expand client-centric and delivery culture;
▪
Leverage platform and enable operations; and
▪
Empower people for limitless opportunities and
growth.
The 2025-2027 Global Strategic Action Plan lays out a
clear and ambitious roadmap for a transformational
three-year cycle focused on pioneering change for
empowered growth.
Acquisition of POWER Engineers,
Incorporated
On October 1, 2024, WSP acquired POWER Engineers,
Incorporated (“POWER”), pursuant to an agreement and
plan of merger announced on August 12, 2024 (the
“POWER Acquisition”), for a purchase price of
US$1.75 billion ($2.36 billion). POWER is a prominent US
consulting firm with approximately 4,000 employees and
a leading presence in the Power & Energy market
sector. The POWER Acquisition and related transaction
costs were financed by net proceeds of WSP's
$1.15 billion equity offering, which closed on August 19,
2024, $1.0 billion private offering of senior unsecured
notes, which closed on September 12, 2024, new term
loans under WSP's existing credit agreement, as well as
using WSP's available cash and credit facilities.
Equity financing
On August 19, 2024, the Corporation completed a
bought deal public offering (the "Public Offering") of
subscription receipts of the Corporation (the “Offering
Subscription Receipts”) and private placement (the
"Concurrent Private Placement") of subscription receipts
of the Corporation (the “Private Placement Subscription
Receipts”) for aggregate gross proceeds of $1.15 billion,
including full exercise of the over-allotment option and
the additional subscription options.
The Corporation issued 2,811,750 Offering Subscription
Receipts, including 366,750 Offering Subscription
Receipts issued as a result of the exercise of the over-
allotment option at a price of $204.50 per Offering
Subscription Receipt for aggregate gross proceeds of
$575.0 million.
In addition, the Corporation issued 2,813,178 Private
Placement Subscription Receipts at a price of $204.50
per Private Placement Subscription Receipt by way of
the Concurrent Private Placement with GIC Pte. Ltd.,
Caisse de dépôt et placement du Québec, British
Columbia Investment Management Corporation and a
subsidiary of Canada Pension Plan Investment Board for
aggregate gross proceeds of $575.3 million, which
included 366,936 Private Placement Subscription
Receipts issued pursuant to the exercise in full of the
additional subscription options.
On October 1, 2024, each holder of the Subscription
Receipts
received
one
common
share
of
the
Corporation for each Subscription Receipt held. The net
proceeds of the Public Offering and the Concurrent
Private Placement were used to fund a portion of the
POWER Acquisition purchase price.
Debt financing arrangements
On September 12, 2024, WSP issued senior unsecured
notes at par for aggregate gross proceeds of $1.0 billion,
comprised of $525 million due September 12, 2029 (the
“2029 Notes”) and $475 million due on September 12,
2034 (the “2034 Notes”, and together with the 2029
Notes, the “Notes”). The 2029 Notes bear interest at a
fixed rate of 4.12% and the 2034 Notes at 4.754% per
annum, payable semi-annually until maturity on the 12th
day of March and September in each year beginning on
March 12, 2025. The Notes were assigned rating of BBB
(high), with a stable trend, by DBRS Limited. On
October 1, 2024, the Corporation used the net proceeds
of the offering to fund a portion of the POWER
Acquisition purchase price.
As part of the completion of the POWER Acquisition on
October 1, 2024, the Corporation drew down, under an
incremental facility supplement to the existing credit
agreement, two term loans totalling US$350 million, with
maturities in October 2026 and 2027.
Other acquisitions
In March 2024, WSP acquired Communica Public Affairs
Inc. (“Communica”), one of Canada’s leading Indigenous
and
stakeholder
engagement
and
information
management consulting firms, with 50 highly skilled
professionals.
M-9
WSP Global Inc.
Management's Discussion and Analysis
2024
In March 2024, WSP acquired Proxion Plan Oy and
Proxion Pro Oy (together “Proxion”), both Finnish
companies and subsidiaries of Proxion Oy. With their
combined
workforce
of
150
employees,
these
businesses
form
one
of
Finland's
largest
rail
consultancies and offer a range of railway and railway
system design services, including traffic and energy
services, as well as safety and security expertise.
In May 2024, WSP acquired AKF Group LLC (“AKF”), a
specialized mechanical, electrical, and plumbing firm that
designs complex healthcare, science and technology,
and mission-critical facilities. AKF's 365 professionals
operate throughout the eastern United States, with an
additional complementary presence in Mexico.
In May 2024, WSP acquired 1A Ingenieros, S.L. (“1A
Ingenieros”), a 250-employee Spanish consulting firm
operating mainly in the Power & Energy sector.
These acquisitions were financed using WSP's available
cash and credit facilities.
Board and leadership announcements
In May 2024, Pierre Shoiry, WSP’s then Vice Chairman,
retired from the Board of Directors. Mr. Shoiry was
President and Chief Executive Officer of the Corporation
for 21 years before successfully transitioning to the role
of Vice Chairman in 2016 and ensuring sound continuity
and succession planning. He was instrumental in the
direction and growth of the business and this year
completed 35 years of dedicated service and leadership
with WSP.
Also in May 2024, Paul Raymond, who was a director
and member of the Audit Committee of the Corporation
since his election in 2019, retired from the Board of
Directors.
Through
his
skills,
experience
and
commitment, Mr. Raymond has been a valuable
contributor to the Board of Directors.
In June 2024, Martine Ferland was appointed to the
Board of Directors and as a member of its Governance,
Ethics and Compensation Committee. Ms. Ferland is a
seasoned and recognized leader in the professional
services industry, with over 40 years of global
experience in human resource consulting, talent
strategy, and pension investment.
In April 2024, Joseph (Joe) Sczurko was named
President of WSP in the USA. Mr. Sczurko joined WSP in
2022 through the acquisition of the Environment &
Infrastructure business of John Wood Group plc., and
had been leading WSP’s Earth & Environment business
in the USA since that time. Mr. Sczurko brings over 35
years of progressive experience and management
responsibility in consulting and engineering services.
In October 2024, Holger Peller was appointed Global
Director, Power & Energy after joining WSP through the
acquisition of POWER. Mr. Peller has over 30 years of
experience in the Power & Energy sector and in his
previous role he served as President and Chief
Operating Officer of POWER.
In December 2024, Dean McGrail was appointed as
President, Middle East & Asia. Mr. McGrail has served as
President, Middle East since 2021, where he has
demonstrated strong leadership, strategic vision and a
consistent focus on quality, technical excellence and
business performance. Prior to relocating to the Middle
East in 2006, he spent four years with WSP in China and
Hong Kong.
Effective January 2025, Mark Naysmith, previously
President, EMEIA, was appointed as Global Chief
Operating Officer. Having served WSP in various
leadership roles for over 35 years, Mr. Naysmith brings a
wealth of experience and a proven track record of
driving operational excellence and strategic growth. In
this new role, Mr. Naysmith oversees global operations
and promotes growth, financial performance and
collaboration while further leveraging the global scale of
the business.
Also in January 2025, Paul Reilly, who was previously
serving as Deputy CEO - UK and Ireland, was appointed
as President and Managing Director of WSP UK and
Ireland, and a member of the Global Leadership Team.
In January 2025, Kathleen McGrail was appointed
Global Director for Advisory Services and joined the
Global Leadership Team. Ms. McGrail is a transformation
specialist with over 25 years of advisory experience,
who joined WSP in 2021 as the Managing Director,
Advisory Services in the Middle East.
M-10
WSP Global Inc.
Management's Discussion and Analysis
2024
7 SEGMENT OPERATIONAL REVIEW
The Corporation’s reportable segments are: Canada, Americas (USA and Latin America), EMEIA (Europe, Middle East,
India and Africa) and APAC (Asia Pacific, comprising Australia, New Zealand and Asia). Segment performance is
measured using net revenues and adjusted EBITDA by segment.
CANADA
(in millions of dollars, except percentages and number of
employees)
Fourth quarters ended
Years ended
December 31,
2024
December 31,
2023
Variance
December 31,
2024
December 31,
2023
Variance
Net revenues
$542.8
$487.5
11.3 %
$2,100.3
$1,912.0
9.8 %
Organic growth
10.9 %
9.1 %
Acquisition growth*
0.4 %
0.7 %
Adjusted EBITDA by segment
$137.7
$118.3
16.4 %
$495.6
$433.5
14.3 %
Adjusted EBITDA margin by segment
25.4 %
24.3 %
110 bps
23.6 %
22.7 %
90 bps
As at
December 31,
2024
December 31,
2023
Variance
Backlog
$2,247.0
$2,444.2
(8.1) %
Organic backlog contraction in the year**
(8.3) %
Approximate number of employees
12,600
12,200
3.3 %
*
Supplementary financial measure. Net revenue acquisition growth represents the current period net revenues of acquired businesses in the
twelve months following the acquisition, expressed as a percentage of the comparable period net revenues, all calculated to exclude the impact
of foreign exchange.
**
Supplementary financial measure. Organic backlog growth (contraction) represents firm order intake less revenues for the period, both
calculated to exclude the impact of foreign exchange, and also excluding order intake through business acquisitions in the period, net of
divestitures, expressed as a percentage of the opening backlog for the period.
bps: basis points
Net revenues
In the quarter ended December 31, 2024, net revenues
in Canada were $542.8 million, an increase of $55.3
million, or 11.3%, compared to the corresponding quarter
in 2023. Organic growth and acquisition growth for the
fourth quarter of 2024 were 10.9% and 0.4%,
respectively.
In the year ended December 31, 2024, net revenues in
Canada were $2.10 billion, an increase of $188.3 million,
or 9.8%, compared to 2023. Organic growth and
acquisition growth in the year were 9.1% and 0.7%,
respectively.
In both the quarter and the year, organic growth was
experienced across all market sectors. The fourth
quarter of 2024 also benefitted from two additional
billable days.
Acquisition growth in both the quarter and year was due
to the acquisition of Communica in March 2024, and the
acquisition of LGT Inc., completed in May 2023, also
contributed to acquisition growth in the year .
In
the
year
ended
December
31,
2024,
the
Transportation & Infrastructure, Earth & Environment
and Property & Buildings market sectors accounted for
96% of net revenues, and public sector clients
accounted for 48% of net revenues.
Backlog
In 2024, backlog contracted organically by 8.3%, mainly
due to elevated net revenue growth ahead of new
orders and the timing of some significant contracts and
scoping changes. The market remains strong with a
good pipeline of opportunities.
Adjusted EBITDA margin
For both the quarter and the year ended December 31,
2024, adjusted EBITDA margin in Canada increased
mainly due to improved productivity. The results for the
full year also benefitted from the favourable impact of a
revision to estimated contract revenues on a significant
project.
M-11
WSP Global Inc.
Management's Discussion and Analysis
2024
AMERICAS
(in millions of dollars, except percentages and number of
employees)
Fourth quarters ended
Years ended
December 31,
2024
December 31,
2023
Variance
December 31,
2024
December 31,
2023
Variance
Net revenues
$1,476.1
$1,006.0
46.7 %
$4,770.7
$4,087.8
16.7 %
Organic growth*
16.1 %
10.7 %
Acquisition growth*
28.1 %
7.7 %
Divestiture impact*
—
(2.9) %
Foreign currency exchange impact**
2.5 %
1.2 %
Adjusted EBITDA by segment
$308.4
$220.1
40.1 %
$971.2
$808.1
20.2 %
Adjusted EBITDA margin by segment
20.9 %
21.9 %
(100) bps
20.4 %
19.8 %
60 bps
As at
December 31,
2024
December 31,
2023
Variance
Backlog
$8,141.0
$6,473.3
25.8 %
Organic backlog growth in the year
2.5 %
Approximate number of employees
23,000
18,100
27.1 %
*
Organic growth, acquisition growth and divestiture impact are calculated based on local currencies.
**
Foreign currency exchange impact represents the foreign currency exchange component to convert net revenues in local currencies into the
Canadian equivalent amount, net of organic growth, acquisition growth and divestiture impact.
bps: basis points
Net revenues
In the quarter ended December 31, 2024, net revenues
in the Americas reportable segment were $1.48 billion,
an increase of $470.1 million, or 46.7%, compared to the
corresponding quarter in 2023. Organic growth and
acquisition growth for the fourth quarter of 2024 were
16.1% and 28.1%, respectively, both on a constant
currency basis.
In the year ended December 31, 2024, net revenues in
the Americas reportable segment stood at $4.77 billion,
an increase of $682.9 million, or 16.7%, compared to
2023. Organic growth and acquisition growth were
10.7% and 7.7%, respectively, both on a constant
currency basis.
Strong organic growth in both the quarter and year
ended December 31, 2024 was predominantly driven by
the Transportation & Infrastructure and Property &
Buildings market sectors. The fourth quarter of 2024
also benefitted from one additional billable day and
higher demand for emergency response services
following hurricanes in the US. The latter contributed to
organic growth of approximately 5% in the quarter.
In addition, net revenues in both the quarter and year
ended December 31, 2024 were positively impacted by
foreign exchange, principally due to the depreciation of
the Canadian dollar against the US dollar.
Acquisition growth in both the quarter and year
stemmed from the acquisitions of POWER completed in
October 2024 and AKF completed in May 2024.
The sale of Louis Berger Services Inc. ("LBS") in August
2023 resulted in a divestiture impact on a constant
currency basis of 2.9% in the year ended December 31,
2024.
In
the
year
ended
December
31,
2024,
the
Transportation & Infrastructure, Earth & Environment
and Property & Buildings market sectors accounted for
91% of net revenues, and public sector clients
accounted for 48% of net revenues.
Backlog
In 2024, backlog in the Americas reportable segment
increased mainly due to the acquisitions of POWER and
AKF. In addition, backlog grew organically by 2.5% and
was positively impacted by a depreciation of the
Canadian dollar against the US dollar. The market
remains strong with a good pipeline of opportunities.
Adjusted EBITDA margin
In the quarter ended December 31, 2024, adjusted
EBITDA margin for the Americas segment decreased,
mainly due to a higher mix of lower-margin emergency
response services and lower project performance.
M-12
WSP Global Inc.
Management's Discussion and Analysis
2024
In the year ended December 31, 2024, adjusted EBITDA
margin for the Americas segment increased 60 bps,
mainly due to improved productivity in the US, as well as
better project performance and productivity in Latin
America.
EMEIA
(in millions of dollars, except percentages and number of
employees)
Fourth quarters ended
Years ended
December 31,
2024
December 31,
2023
Variance
December 31,
2024
December 31,
2023
Variance
Net revenues
$938.7
$830.6
13.0 %
$3,515.2
$3,193.0
10.1 %
Organic growth*
8.1 %
6.4 %
Acquisition growth*
1.0 %
0.7 %
Foreign currency exchange impact**
3.9 %
3.0 %
Adjusted EBITDA by segment
$166.6
$138.2
20.5 %
$561.6
$489.9
14.6 %
Adjusted EBITDA margin by segment
17.7 %
16.6 %
110 bps
16.0 %
15.3 %
70 bps
As at
December 31,
2024
December 31,
2023
Variance
Backlog
$3,680.2
$3,542.3
3.9 %
Organic backlog growth in the year
0.6 %
Approximate number of employees
25,700
24,200
6.2 %
*
Organic growth and acquisition growth are calculated based on local currencies.
**
Foreign currency exchange impact represents the foreign currency exchange component to convert net revenues in local currencies into the
Canadian equivalent amount, net of organic growth, acquisition growth and divestiture impact.
bps: basis points
Net revenues
In the quarter ended December 31, 2024, net revenues
in the EMEIA reportable segment were $938.7 million,
an increase of $108.1 million, or 13.0%, compared to the
corresponding quarter in 2023. Organic growth and
acquisition growth for the fourth quarter of 2024 were
8.1% and 1.0%, respectively, both on a constant currency
basis.
In the year ended December 31, 2024, net revenues in
the EMEIA operating segment stood at $3.52 billion, an
increase of $322.2 million, or 10.1%, compared to 2023.
Organic growth and acquisition growth were 6.4% and
0.7%, respectively, both on a constant currency basis.
Organic growth in both the quarter and year ended
December 31, 2024 was led by strong performance in
the UK and Middle East. The fourth quarter of 2024 also
benefitted from two additional billable days in some
countries.
In addition, net revenues in both the quarter and year
ended December 31, 2024 benefitted from the positive
impacts of foreign exchange, principally due to the
depreciation of the Canadian dollar against the pound
sterling and the Swedish krona.
Acquisition growth in the quarter and year included the
acquisitions of Proxion in March 2024 and 1A Ingenieros
in May 2024.
In
the
year
ended
December
31,
2024,
the
Transportation & Infrastructure, Earth & Environment
and Property & Buildings market sectors accounted for
93% of net revenues, and public sector clients
accounted for 54% of net revenues.
Backlog
In 2024, backlog in the EMEIA reportable segment
increased principally due to the depreciation of the
Canadian dollar, mainly against the pound sterling. In
addition, backlog grew organically by 0.6% and
acquisition growth was due to the acquisitions of
Proxion in March 2024 and 1A Ingenieros in May 2024.
Adjusted EBITDA margin
In the quarter and year ended December 31, 2024,
adjusted EBITDA margin for the EMEIA segment
increased by 110 bps and 70 bps, respectively, as
compared to the corresponding periods in 2023. The
increases were mainly due to project performance and
productivity.
M-13
WSP Global Inc.
Management's Discussion and Analysis
2024
APAC
(in millions of dollars, except percentages and number of
employees)
Fourth quarters ended
Years ended
December 31,
2024
December 31,
2023
Variance
December 31,
2024
December 31,
2023
Variance
Net revenues
$436.4
$431.9
1.0 %
$1,786.0
$1,704.2
4.8 %
Organic growth*
(1.3) %
0.5 %
Acquisition growth*
—
3.7 %
Foreign currency exchange impact**
2.3 %
0.6 %
Adjusted EBITDA by segment
$56.3
$78.6
(28.4) %
$285.4
$308.6
(7.5) %
Adjusted EBITDA margin by segment
12.9 %
18.2 %
(530) bps
16.0 %
18.1 %
(210) bps
As at
December 31,
2024
December 31,
2023
Variance
Backlog
$1,535.8
$1,616.7
(5.0) %
Organic backlog contraction in the year
(5.6) %
Approximate number of employees
11,500
12,000
(4.2) %
*
Organic growth and acquisition growth are calculated based on local currencies.
**
Foreign currency exchange impact represents the foreign currency exchange component to convert net revenues in local currencies into the
Canadian equivalent amount, net of organic growth, acquisition growth and divestiture impact.
bps: basis points
Net revenues
In the quarter ended December 31, 2024, net revenues
in the APAC reportable segment were $436.4 million, an
increase of $4.5 million, or 1.0%, when compared to the
corresponding quarter in 2023. Organic contraction for
the fourth quarter of 2024 was 1.3%, on a constant
currency basis.
In the year ended December 31, 2024, net revenues in
the APAC reportable segment stood at $1.79 billion, an
increase of $81.8 million, or 4.8%, when compared to
2023. Organic growth and acquisition growth were
0.5% and 3.7%, respectively, both on a constant
currency basis.
The organic growth in the APAC reportable segment for
the quarter and the year was impacted by contraction in
Asia, and subdued market conditions in New Zealand.
Excluding the impact of Asia, the organic growth for the
segment would have been 2.1% and 3.0%, for the
quarter and year respectively. The fourth quarter of
2024 benefitted from approximately two additional
billable days.
In addition, net revenues in the quarter ended
December 31, 2024 benefitted from the positive impacts
of foreign exchange, principally due to the depreciation
of the Canadian dollar against the Australian dollar.
Acquisition growth in the year stemmed from the
acquisition of Calibre Professional Services One Pty Ltd
in June 2023 and Enstruct Group Pty Ltd in January
2023.
In
the
year
ended
December
31,
2024,
the
Transportation & Infrastructure, Earth & Environment
and Property & Buildings market sectors accounted for
98% of net revenues, and public sector clients
accounted for 50% of net revenues.
Backlog
In 2024, backlog for the APAC reportable segment
contracted organically by 5.6%, mainly due to Asia and
New Zealand.
Adjusted EBITDA margin
In the quarter and year ended December 31, 2024,
adjusted EBITDA margin for the APAC segment
decreased by 530 bps and 210 bps, respectively, as
compared to the corresponding periods in 2023. The
decreases were due to lower performance in Asia
resulting
from
difficult
market
conditions
and
restructuring activities.
Excluding Asia, the increases in adjusted EBITDA margin
for Australia and New Zealand combined, compared to
the corresponding periods in 2023, would have been
190 bps and 145 bps for the fourth quarter and year,
respectively.
M-14
WSP Global Inc.
Management's Discussion and Analysis
2024
8 FINANCIAL REVIEW
Fourth quarters ended
Years ended
(in millions of dollars, except number of shares and per share data)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Revenues
$4,664.9
$3,724.3
$16,166.8
$14,437.2
Personnel costs
$2,459.4
$2,010.6
$8,887.9
$8,047.1
Subconsultants and direct costs
$1,270.9
$968.3
$3,994.6
$3,540.2
Other operational costs
$315.4
$239.9
$1,156.1
$980.4
Depreciation of right-of-use assets
$81.9
$77.2
$310.3
$316.4
Amortization of intangible assets
$71.6
$58.7
$239.2
$221.7
Depreciation of property and equipment
$36.0
$39.7
$135.8
$135.1
Impairment of long-lived assets
—
$81.7
—
$87.1
Acquisition, integration and reorganization costs
$67.5
$26.3
$133.8
$105.0
ERP implementation costs
$21.7
$21.1
$66.8
$81.0
Exchange loss (gain)
$3.3
($1.2)
$8.1
$5.4
Share of income of associates and joint ventures, net of tax
($8.2)
($9.0)
($34.4)
($29.7)
EBIT
$345.4
$211.0
$1,268.6
$947.5
Net financing expense
$118.3
$47.4
$340.6
$202.6
Earnings before income taxes
$227.1
$163.6
$928.0
$744.9
Income tax expense
$60.2
$32.3
$246.6
$191.9
Net earnings
$166.9
$131.3
$681.4
$553.0
Net earnings attributable to:
Shareholders of WSP Global Inc.
$166.9
$130.6
$681.4
$550.0
Non-controlling interests
—
$0.7
—
$3.0
Basic net earnings per share attributable to shareholders
$1.28
$1.05
$5.40
$4.41
Diluted net earnings per share attributable to shareholders
$1.28
$1.05
$5.38
$4.40
Basic weighted average number of shares
130,208,732
124,647,422
126,104,722
124,603,768
Diluted weighted average number of shares
130,630,308
124,989,583
126,539,101
124,951,544
M-15
WSP Global Inc.
Management's Discussion and Analysis
2024
8.1 NET REVENUES
Fourth quarters of 2024 vs 2023
(in millions of dollars, except percentages)
Canada
Americas
EMEIA
APAC
Total
Net revenues - 2024
$542.8
$1,476.1
$938.7
$436.4
$3,394.0
Net revenues - 2023
$487.5
$1,006.0
$830.6
$431.9
$2,756.0
Net change %
11.3 %
46.7 %
13.0 %
1.0 %
23.1 %
Organic growth*
$53.2
$161.8
$67.6
$(5.8)
$276.8
Acquisition growth*
$2.1
$282.2
$8.4
—
$292.7
Foreign currency exchange impact**
—
$26.1
$32.1
$10.3
$68.5
Net change $
$55.3
$470.1
$108.1
$4.5
$638.0
Organic growth*
10.9 %
16.1 %
8.1 %
(1.3) %
10.0 %
Acquisition growth*
0.4 %
28.1 %
1.0 %
—
10.1 %
Foreign currency exchange impact**
—
2.5 %
3.9 %
2.3 %
3.0 %
Net change %
11.3 %
46.7 %
13.0 %
1.0 %
23.1 %
Fiscal years 2024 vs 2023
(in millions of dollars, except percentages and number of employees)
Canada
Americas
EMEIA
APAC
Total
Net revenues - 2024
$2,100.3
$4,770.7
$3,515.2
$1,786.0
$12,172.2
Net revenues - 2023
$1,912.0
$4,087.8
$3,193.0
$1,704.2
$10,897.0
Net change %
9.8 %
16.7 %
10.1 %
4.8 %
11.7 %
Organic growth*
$173.6
$422.1
$203.7
$8.0
$807.4
Acquisition growth*
$14.7
$311.9
$22.3
$62.6
$411.5
Divestiture impact*
—
$(101.9)
—
—
$(101.9)
Foreign currency exchange impact**
—
$50.8
$96.2
$11.2
$158.2
Net change $
$188.3
$682.9
$322.2
$81.8
$1,275.2
Organic growth*
9.1 %
10.7 %
6.4 %
0.5 %
7.5 %
Acquisition growth*
0.7 %
7.7 %
0.7 %
3.7 %
3.7 %
Divestiture impact*
—
(2.9) %
—
—
(1.1) %
Foreign currency exchange impact**
—
1.2 %
3.0 %
0.6 %
1.6 %
Net change %
9.8 %
16.7 %
10.1 %
4.8 %
11.7 %
As at
Approximate number of employees - December 31, 2024
12,600
23,000
25,700
11,500
72,800
Approximate number of employees - December 31, 2023
12,200
18,100
24,200
12,000
66,500
Net change %
3.3 %
27.1 %
6.2 %
(4.2) %
9.5 %
*
Organic growth, acquisition growth and divestiture impact are calculated based on local currencies.
**
Foreign currency exchange impact represents the foreign currency exchange component to convert net revenues in local currencies into the
Canadian equivalent amount, net of organic growth, acquisition growth and divestiture impact.
During the fourth quarter of 2024, the Corporation
achieved net revenues of $3.39 billion, up 23.1%
compared to the fourth quarter of 2023. The increase
was principally driven by organic growth of 10.0% and
acquisition growth of 10.1%, both on a constant currency
basis. Net revenue organic growth would have been
approximately 7.6% if normalized for the fact that the
fourth quarter of 2024 benefitted from approximately
two additional billable days when compared to the same
period in 2023.
M-16
WSP Global Inc.
Management's Discussion and Analysis
2024
In the year ended December 31, 2024, net revenues
grew to $12.17 billion, an increase of 11.7% compared to
2023, exceeding the high end of Management's updated
outlook range for the year of $11.80 billion to
$12.10 billion, mainly due to higher demand for
emergency response services following hurricanes in
the US. The increase was principally due to organic
growth of 7.5% and acquisition growth of 3.7%, both on a
constant currency basis.
In both the quarter and year, net revenue organic growth
was led by the US and Canada.
The POWER Acquisition, as well as acquisitions in
Australia, were the main drivers of acquisition growth.
The sale of Louis Berger Services Inc. ("LBS") in August
2023 resulted in a divestiture impact in the US in the
year ended December 31, 2024.
The overall positive impacts of foreign exchange in both
the quarter and the year were principally due to the
depreciation of the Canadian dollar against the US dollar
and pound sterling.
In 2024, the increases in the number of employees in
Canada, the Americas and EMEIA were partially offset
by a decrease in APAC. The increase in headcount of
6,300 includes approximately 4,800 employees from
recent acquisitions, mainly in the US.
Refer to section 7, “Segment operational review” for
further analysis of net revenues by segment.
The Corporation’s financial performance and results should be measured and analyzed in relation to fee-based
revenues, or net revenues, since direct recoverable costs can vary significantly from contract to contract and are
not indicative of the performance of the professional consulting services business.
Fourth quarters ended
Years ended
(in millions of dollars)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Revenues
$4,664.9
$3,724.3
$16,166.8
$14,437.2
Less: Subconsultants and direct costs
$1,270.9
$968.3
$3,994.6
$3,540.2
Net revenues(1)
$3,394.0
$2,756.0
$12,172.2
$10,897.0
(1) Total of segments measure. Refer to section 22, “Glossary of segment reporting, non-IFRS and other financial measures”.
Reconciliation of net revenues
8.2 BACKLOG
(in millions of dollars)
Canada
Americas
EMEIA
APAC
Total
Backlog, as at December 31, 2023
$2,444.2
$6,473.3
$3,542.3
$1,616.7
$14,076.5
Revenues
$(2,788.1)
$(6,935.2)
$(4,385.5)
$(2,058.0)
$(16,166.8)
Organic order intake
$2,585.9
$7,082.6
$4,407.9
$1,969.2
$16,045.6
Net order intake through business acquisition
$5.0
$1,314.8
$16.5
—
$1,336.3
Foreign exchange movement
—
$205.5
$99.0
$7.9
$312.4
Backlog, as at December 31, 2024
$2,247.0
$8,141.0
$3,680.2
$1,535.8
$15,604.0
Organic backlog growth (contraction) in the year
(8.3) %
2.5 %
0.6 %
(5.6) %
(0.9) %
Backlog as at December 31, 2024 reached a new record level of $15.6 billion, representing 10.9 months of revenues(1),
up 10.9% in the year. The increase was mainly due to recent acquisitions. Backlog contraction in Canada and the APAC
reportable segment was mainly due to Asia and New Zealand, as well as elevated net revenue growth ahead of new
orders and the timing of some significant contracts and scoping changes in Canada.
(1)
Based on revenues for the trailing twelve-month period, incorporating a full twelve months of revenues for all acquisitions.
M-17
WSP Global Inc.
Management's Discussion and Analysis
2024
8.3 ADJUSTED EBITDA
Fourth quarter ended December 31, 2024
(in millions of dollars, except percentages)
Canada
Americas
EMEIA
APAC
Total
Revenues
$747.1
$2,200.4
$1,208.0
$509.4
$4,664.9
Net revenues
$542.8
$1,476.1
$938.7
$436.4
$3,394.0
Adjusted EBITDA by segment(1)
$137.7
$308.4
$166.6
$56.3
$669.0
Adjusted EBITDA margin by segment(1)
25.4 %
20.9 %
17.7 %
12.9 %
19.7 %
Head office corporate costs
$34.7
Adjusted EBITDA(2)
$634.3
EBIT
$345.4
Fourth quarter ended December 31, 2023
(in millions of dollars, except percentages)
Canada
Americas
EMEIA
APAC
Total
Revenues
$658.1
$1,499.4
$1,042.8
$524.0
$3,724.3
Net revenues
$487.5
$1,006.0
$830.6
$431.9
$2,756.0
Adjusted EBITDA by segment(1)
$118.3
$220.1
$138.2
$78.6
$555.2
Adjusted EBITDA margin by segment(1)
24.3 %
21.9 %
16.6 %
18.2 %
20.1 %
Head office corporate costs
$30.3
Adjusted EBITDA(2)
$524.9
EBIT
$211.0
Year ended December 31, 2024
(in millions of dollars, except percentages)
Canada
Americas
EMEIA
APAC
Total
Revenues
$2,788.1
$6,935.2
$4,385.5
$2,058.0
$16,166.8
Net revenues
$2,100.3
$4,770.7
$3,515.2
$1,786.0
$12,172.2
Adjusted EBITDA by segment(1)
$495.6
$971.2
$561.6
$285.4
$2,313.8
Adjusted EBITDA margin by segment(1)
23.6 %
20.4 %
16.0 %
16.0 %
19.0 %
Head office corporate costs
$128.1
Adjusted EBITDA(2)
$2,185.7
EBIT
$1,268.6
Year ended December 31, 2023
(in millions of dollars, except percentages)
Canada
Americas
EMEIA
APAC
Total
Revenues
$2,498.5
$6,024.8
$3,900.4
$2,013.5
$14,437.2
Net revenues
$1,912.0
$4,087.8
$3,193.0
$1,704.2
$10,897.0
Adjusted EBITDA by segment(1)
$433.5
$808.1
$489.9
$308.6
$2,040.1
Adjusted EBITDA margin by segment(1)
22.7 %
19.8 %
15.3 %
18.1 %
18.7 %
Head office corporate costs
$118.8
Adjusted EBITDA(2)
$1,921.3
EBIT
$947.5
(1)
Total adjusted EBITDA by segment and total adjusted EBITDA margin by segment, presented in the “total” column of the table, are total of
segments measures.
(2)
Non-IFRS financial measure.
Total adjusted EBITDA by segment and total adjusted
EBITDA margin by segment stood at $669.0 million and
19.7%, respectively, for the fourth quarter ended
December 31, 2024, compared to $555.2 million and
20.1%, respectively, for the corresponding quarter in
2023.
M-18
WSP Global Inc.
Management's Discussion and Analysis
2024
For the year ended December 31, 2024, total adjusted
EBITDA by segment and total adjusted EBITDA margin
by segment stood at $2.31 billion and 19.0%,
respectively, compared to $2.04 billion and 18.7%,
respectively, in 2023.
The variance explanations by segment are described in
section 7, “Segment operational review”.
Head office corporate costs for the fourth quarter and
year ended December 31, 2024 stood at $34.7 million
and $128.1 million, respectively, higher than in the
corresponding periods in 2023, and within the range of
Management's outlook for the year of $120 million to
$135 million.
Reconciliation of adjusted EBITDA
Management analyzes the Corporation’s financial performance in relation to adjusted EBITDA as it believes this
metric allows comparability of operating results from one period to another. These measures exclude the effects of
items that primarily reflect the impact of long-term investment and financing decisions, rather than the results of
day-to-day operations. The following table reconciles this metric to the most comparable IFRS measure:
Fourth quarters ended
Years ended
(in millions of dollars)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
EBIT
$345.4
$211.0
$1,268.6
$947.5
Acquisition, integration and reorganization costs
$67.5
$26.3
$133.8
$105.0
ERP implementation costs
$21.7
$21.1
$66.8
$81.0
Depreciation of right-of-use assets
$81.9
$77.2
$310.3
$316.4
Amortization of intangible assets
$71.6
$58.7
$239.2
$221.7
Depreciation of property and equipment
$36.0
$39.7
$135.8
$135.1
Impairment of long-lived assets
—
$81.7
—
$87.1
Share of depreciation and taxes of associates and joint
ventures
$4.3
$4.5
$16.4
$14.9
Interest income
$5.9
$4.7
$14.8
$12.6
Adjusted EBITDA*
$634.3
$524.9
$2,185.7
$1,921.3
* Non-IFRS financial measure.
M-19
WSP Global Inc.
Management's Discussion and Analysis
2024
8.4 EARNINGS BEFORE NET FINANCING EXPENSE AND INCOME
TAXES
The following table summarizes selected operating results expressed as a percentage of net revenues.
Fourth quarters ended
Years ended
(percentage of net revenues)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Revenues
137.4 %
135.1 %
132.8 %
132.5 %
Subconsultants and direct costs
37.4 %
35.1 %
32.8 %
32.5 %
Net revenues
100.0 %
100.0 %
100.0 %
100.0 %
Personnel costs
72.5 %
73.0 %
73.0 %
73.9 %
Other operational costs
9.3 %
8.7 %
9.5 %
9.0 %
Exchange losses (gains) and interest income
(0.1) %
(0.2) %
(0.1) %
(0.1) %
Share of earnings of associates and joint ventures
before depreciation and income taxes
(0.4) %
(0.5) %
(0.4) %
(0.4) %
Adjusted EBITDA margin
18.7 %
19.0 %
18.0 %
17.6 %
Depreciation of right-of-use assets
2.4 %
2.8 %
2.6 %
2.9 %
Depreciation of property and equipment
1.1 %
1.4 %
1.1 %
1.3 %
Amortization of intangible assets
2.1 %
2.1 %
2.0 %
2.0 %
Impairment of long-lived assets
—
3.0 %
—
0.8 %
Acquisition, integration and reorganization costs
and ERP implementation costs
2.6 %
1.7 %
1.6 %
1.7 %
Share of depreciation and taxes of associates
0.1 %
0.1 %
0.1 %
0.1 %
Deduct: Interest income
0.2 %
0.2 %
0.1 %
0.1 %
EBIT
10.2 %
7.7 %
10.4 %
8.7 %
Net financing expense
3.5 %
1.7 %
2.8 %
1.9 %
Income tax expense
1.8 %
1.2 %
2.0 %
1.7 %
Net earnings
4.9 %
4.8 %
5.6 %
5.1 %
In the fourth quarter of 2024, adjusted EBITDA reached
$634.3 million, up 20.8% compared to $524.9 million in
Q4 2023. As a percentage of net revenues, adjusted
EBITDA margin for the quarter decreased to 18.7%,
compared to 19.0% in Q4 2023, a decrease of 30 bps.
The decrease in the quarter is due to lower
performance in Asia.
In the year ended December 31, 2024, adjusted EBITDA
grew to $2.186 billion, exceeding the high end of
Management's updated outlook range for the year of
$2.155 billion to $2.175 billion. This represents an
increase of 13.8%, compared to $1.921 billion in 2023. As
a percentage of net revenues, adjusted EBITDA margin
increased to 18.0%, compared to 17.6% in 2023, an
increase of 40 bps. The improvement in adjusted
EBITDA margin was mainly attributable to increased
productivity, partially offset by the performance in Asia
and a higher mix of lower-margin emergency response
services in the US.
In the fourth quarter ended December 31, 2024, EBIT
was $345.4 million, up 63.7% compared to $211.0 million
in Q4 2023. EBIT as a percentage of net revenues
increased to 10.2%, compared to 7.7% in Q4 2023. The
increase was mainly attributable to an increase in
adjusted EBITDA, as well as impairment of long-lived
assets recognized in the fourth quarter of 2023, partially
offset by higher acquisition and integration costs in the
fourth quarter of 2024 due to the recent acquisition of
POWER.
In the year ended December 31, 2024, EBIT was
$1,268.6 million, up 33.9% compared to $947.5 million in
2023. EBIT increased as a percentage of net revenues
to 10.4%, compared to 8.7% in 2023. The increase was
mainly attributable to an increase in adjusted EBITDA,
as well as impairment of long-lived assets recognized in
2023.
These variances are explained in further detail below.
M-20
WSP Global Inc.
Management's Discussion and Analysis
2024
Personnel costs
Personnel costs include payroll costs for all employees
related to the delivery of consulting services and
projects, as well as administrative and corporate staff.
For the quarter and year ended December 31, 2024,
personnel costs decreased as a percentage of net
revenues, as compared to the corresponding periods in
2023, mainly due to increased productivity. In the year,
these improvements were partially offset by higher
expenses related to long-term incentive plans.
Other operational costs
Other operational costs include fixed costs such as, but
not limited to, non-recoverable client service costs,
technology costs, professional indemnity insurance
costs and office space related costs (mainly utilities and
maintenance costs).
Other operational costs for the quarter and year ended
December 31, 2024, as a percentage of net revenues,
were higher compared to the corresponding periods in
2023, mainly due to higher information technology and
travel costs.
Exchange gains and losses and interest
income
Operational foreign exchange impacts and interest
income were largely stable in both the quarter and year
ended
December
31,
2024,
compared
to
the
corresponding periods in 2023.
Depreciation, amortization and impairment of
long-lived assets
Depreciation of right-of-use assets and property and
equipment, as a percentage of net revenues, decreased
in the quarter and year ended December 31, 2024 when
compared to the corresponding periods in 2023, mainly
due to lease terminations and lease modifications in
connection with office closures and downsizing, as the
Corporation achieves synergies with newly acquired
businesses and leverages a hybrid workplace model.
Depreciation of right-of-use assets, property and
equipment and software was within Management's
outlook range for the year. Amortization of intangible
assets related to acquisitions exceeded Management's
outlook range for the year mainly due to the acquisitions
of POWER and AKF.
In 2023, the Corporation recorded charges against
certain leased assets and leasehold improvements
resulting from ongoing optimizations as part of its real
estate strategy to review its footprint, realize synergies
and reduce costs.
Acquisition, integration and reorganization
costs and ERP implementation costs
Acquisition, integration and reorganization costs include,
if and when incurred, transaction and integration costs
related to business acquisitions, gains or losses on
disposals of non-core assets, outsourcing program
costs pertaining mainly to redundancy and transition
costs resulting from the outsourcing of the Corporation’s
infrastructure or other functions, restructuring costs, and
severance costs stemming from adjustments to cost
structures. In the table above, these costs are combined
with ERP implementation costs.
Acquisition, integration and reorganization costs and
ERP implementation costs are components of financial
performance which the Corporation believes should be
excluded in understanding its underlying operational
financial performance, and are therefore presented
separately in the consolidated statement of earnings.
In the quarter and year ended December 31, 2024, the
Corporation
incurred
acquisition,
integration
and
reorganization costs of $67.5 million and $133.8 million,
respectively,
compared
to
$26.3
million
and
$105.0 million, respectively, in the corresponding periods
in 2023. The level of expenditures was within
Management's outlook range for the year of $120 million
to $135 million and was higher than the corresponding
periods, mainly due to the POWER Acquisition.
In the quarter and year ended December 31, 2024, the
Corporation incurred ERP implementation costs of
$21.7 million and $66.8 million, respectively, compared to
$21.1 million and $81.0 million in the corresponding
periods in 2023. While 2023 marked the migration of the
Canadian business into the Corporation's global cloud-
based ERP solution, design and implementation costs
continue, related to the migration of the US and UK
operations in 2024, as well as future rollouts to other
countries. The level of ERP implementation costs in
2024 was within Management's outlook range for the
year of $60 million to $80 million.
8.5 FINANCING EXPENSES
Net financing expenses for the quarter and year ended
December 31, 2024 were higher than the comparable
periods in 2023. The increases were mainly due to
losses from derivative financial instruments compared to
gains in the corresponding periods, as well as higher
interest on long-term debt.
M-21
WSP Global Inc.
Management's Discussion and Analysis
2024
8.6 INCOME TAXES
In the fourth quarter of 2024, an income tax expense of
$60.2 million was recorded on earnings before income
taxes of $227.1 million, representing an effective income
tax rate of 26.5%.
For the year ended December 31, 2024, an income tax
expense of $246.6 million was recorded on earnings
before income taxes of $928.0 million, representing an
effective income tax rate of 26.6%, in line with
Management's outlook range of 25% to 29%.
In 2024, Canada enacted legislation to implement the
Pillar Two model rules published by the Organisation for
Economic Co-operation and Development (OECD). The
enactment of this legislation in Canada and application
of the International Accounting Standards Board's
International Tax Reform – Pillar Two Model Rules -
Amendments to IAS 12 – Income Taxes have not had a
material
impact
on
the
Corporation's
financial
statements.
8.7 NET EARNINGS
In the fourth quarter of 2024, the Corporation’s net
earnings attributable to shareholders were $166.9
million, or $1.28 per share, compared to $130.6 million, or
$1.05 per share in the comparable quarter in 2023.
For the year ended December 31, 2024, the
Corporation’s net earnings attributable to shareholders
increased to $681.4 million, or $5.40 per share,
compared to $550.0 million, or $4.41 per share in the
corresponding period in 2023.
The increases in both periods were mainly due to higher
adjusted EBITDA and impairment of long-lived assets
recognized in the fourth quarter of 2023, partially offset
by higher net financing expenses.
8.8 ADJUSTED NET EARNINGS
Management believes that adjusted net earnings and
adjusted net earnings per share should be taken into
consideration
in
assessing
the
Corporation's
performance against its peers. In the context of highly
acquisitive companies or consolidating industries such
as engineering and construction, this non-IFRS measure
isolates amortization of intangible assets related to
acquisitions (created from the allocation of purchase
price between goodwill and intangible assets) as well as
other
charges
directly
or
indirectly
related
to
acquisitions. In addition, this non-IFRS financial measure
is adjusted for certain non-cash items related to market
volatility, which are inherently unpredictable.
Adjusted net earnings stood at $305.3 million, or $2.34
per share, in the fourth quarter of 2024, compared to
$247.8 million, or $1.99 per share, in Q4 2023.
In the year ended December 31, 2024, adjusted net
earnings stood at $1,014.9 million, or $8.05 per share,
compared to $860.0 million, or $6.90 per share, in the
corresponding period in 2023.
The increases in these metrics were mainly attributable
to higher adjusted EBITDA, partially offset by higher
interest on long-term debt.
M-22
WSP Global Inc.
Management's Discussion and Analysis
2024
Reconciliation of adjusted net earnings
The following table reconciles this metric to the most comparable IFRS measure:
Fourth quarters ended
Years ended
(in millions of dollars, except per share data)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Net earnings attributable to shareholders
$166.9
$130.6
$681.4
$550.0
Amortization of intangible assets related to acquisitions
$59.2
$47.2
$194.6
$181.7
Impairment of long-lived assets
—
$81.7
—
$87.1
Acquisition, integration and reorganization costs
$67.5
$26.3
$133.8
$105.0
ERP implementation costs
$21.7
$21.1
$66.8
$81.0
Gains on investments in securities related to deferred
compensation obligations
$(0.4)
$(10.4)
$(17.8)
$(18.1)
Unrealized losses (gains) on derivative financial instruments
$35.9
$(8.9)
$65.5
$(27.4)
Income taxes related to above items
$(45.5)
$(39.8)
$(109.4)
$(99.3)
Adjusted net earnings*
$305.3
$247.8
$1,014.9
$860.0
Adjusted net earnings per share*
$2.34
$1.99
$8.05
$6.90
* Non-IFRS financial measure or non-IFRS ratio.
9 LIQUIDITY
Fourth quarters ended
Years ended
(in millions of dollars)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Cash inflows from operating activities
$773.3
$776.6
$1,381.9
$986.3
Cash inflows from (outflows used in) financing activities
$722.6
$(604.2)
$1,307.8
$(597.4)
Cash outflows used in investing activities
$(2,218.0)
$(57.8)
$(2,436.6)
$(510.4)
Effect of exchange rate change on cash
$2.4
$1.8
$4.3
$(7.6)
Change in net cash and cash equivalents
$(719.7)
$116.4
$257.4
$(129.1)
Dividends paid to shareholders of WSP Global Inc.
$(46.8)
$(46.7)
$(187.1)
$(162.2)
Net capital expenditures*
$(28.9)
$(70.4)
$(121.7)
$(178.5)
* Capital expenditures pertaining to property and equipment and intangible assets, net of proceeds from disposal and lease incentives received.
9.1 OPERATING ACTIVITIES AND FREE CASH FLOW
Cash flows from operating activities
Cash inflows from operating activities of $1,381.9 million
in the year ended December 31, 2024, increased by
$395.6 million compared to 2023. The improvement
was mainly attributable to higher adjusted EBITDA,
lower working capital usage and lower income taxes
paid.
Free cash flow
Free cash inflow for the year ended December 31, 2024
was $884.5 million, compared to $432.7 million in 2023.
Free cash flow represented 1.3 times the net earnings
attributable to shareholders. The improvement in free
cash flow was mainly due to higher adjusted EBITDA,
lower working capital usage, lower income taxes paid,
and the disposal of a building.
M-23
WSP Global Inc.
Management's Discussion and Analysis
2024
Reconciliation of free cash flow
Free cash flow is an indication of the Corporation’s continuing capacity to generate discretionary cash from
operations. It represents cash flows for the period available to the suppliers of capital, which are the Corporation’s
creditors and shareholders. The free cash flow metric should be reviewed year-over-year as opposed to quarter-to-
quarter as the timing of investments in capital expenditure initiatives and management of working capital can have
an impact in the shorter term.
Fourth quarters ended
Years ended
(in millions of dollars)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Cash inflows from operating activities
$773.3
$776.6
$1,381.9
$986.3
Lease payments in financing activities
$(101.9)
$(96.3)
$(375.7)
$(375.1)
Net capital expenditures*
$(28.9)
$(70.4)
$(121.7)
$(178.5)
Free cash flow**
$642.5
$609.9
$884.5
$432.7
* Capital expenditures pertaining to property and equipment and intangible assets, net of proceeds from disposal and lease incentives received.
** Non-IFRS financial measure.
9.2 FINANCING ACTIVITIES
In the fourth quarter ended December 31, 2024, cash
inflows from financing activities of $722.6 million were
mainly attributable to the issuance of common shares,
partially offset by net repayment of borrowings under
credit facilities and lease payments.
In the year ended December 31, 2024, cash inflows from
financing activities of $1,307.8 million were mainly
attributable to issuance of common shares and senior
unsecured notes, partially offset by lease payments, net
financing expenses paid, and dividends paid to
shareholders of the Corporation.
9.3 INVESTING ACTIVITIES
In the fourth quarter and year ended December 31,
2024, cash outflows used in investing activities of
$2,218.0 million and $2,436.6 million, respectively,
related mainly to the POWER Acquisition.
9.4 NET DEBT TO ADJUSTED
EBITDA RATIO
As at December 31, 2024, the Corporation’s statement
of financial position remained strong, with long-term debt
of $4.60 billion and a net debt position of $3.98 billion,
resulting in a net debt to adjusted EBITDA ratio of 1.8x,
within Management's target range of 1.0x to 2.0x.
The increase in the net debt to adjusted EBITDA ratio
compared to 1.5x as at December 31, 2023 is mainly due
to the issuance of long-term debt used to finance the
POWER Acquisition, while the trailing twelve-month
adjusted EBITDA does not yet include the full results of
recently acquired businesses. Incorporating a full twelve
months of adjusted EBITDA of all acquired businesses,
the net debt to adjusted EBITDA ratio would be 1.7x.
9.5 CAPITAL RESOURCES
As at
(in millions of dollars)
December 31,
2024
December 31,
2023
Cash and cash equivalents
$623.5
$378.0
Available syndicated credit facility
$1,836.0
$1,467.8
Other operating credit facilities
$267.3
$193.0
Available short-term capital
resources
$2,726.8
$2,038.8
The Corporation believes that its cash flows from
operating activities, combined with its available short-
term capital resources, will enable it to support its
continued
growth
strategy,
its
working
capital
requirements, and planned capital expenditures.
9.6 CREDIT FACILITIES
The Corporation had in place, as at December 31, 2024,
unsecured credit facilities and term loans:
•
unsecured
revolving
credit
facilities
with
a
syndicate of financial institutions providing for a
maximum amount of US$1.5 billion with maturities
up to June 2029, comprised of two tranches; and
•
unsecured term loans totalling US$1,575 million
with maturities up to October 2027.
M-24
WSP Global Inc.
Management's Discussion and Analysis
2024
The US$1.5-billion revolving credit facilities are available
for general corporate purposes and for financing
business acquisitions.
As at December 31, 2024, the US$1,575-million
unsecured term loans were fully drawn, whereas the
US$1.5-billion revolving credit facility had an available
balance of US$1,274.7 million.
Under these credit facilities, the Corporation is required,
among other conditions, to respect certain covenants
calculated on a consolidated basis. The financial
covenants are in regard to its consolidated net debt to
consolidated adjusted EBITDA and the fixed charge
coverage ratios. These terms and ratios are defined in
the credit agreement and do not correspond to the
Corporation’s metrics described in section 22, “Glossary
of segment reporting, non-IFRS and other financial
measures”, or to other terms used in this MD&A.
Management reviews compliance with these covenants
on a quarterly basis. The Corporation was in compliance
with the covenants as at December 31, 2024.
9.7 DIVIDENDS
On November 6, 2024, the Corporation declared a
quarterly dividend of $0.375 per common share to
holders of common shares on record as of December 31,
2024, which was paid subsequent to the end of the year
on January 15, 2025. The total amount of the dividend for
the fourth quarter of 2024 was $48.9 million.
The Board of Directors (the "Board") has determined that
the current level of quarterly dividend is appropriate
based on the Corporation’s current earnings and
operational financial requirements. The dividend is
currently expected to remain at this level subject to the
Board’s ongoing assessment of the Corporation’s future
cash requirements, financial performance, liquidity, and
other factors that the Board may deem relevant. The
actual amount of any dividend, as well as each
declaration date, record date and payment date, is
subject to the discretion of the Board. Some of the
information in this section constitutes forward-looking
information. Please refer to section 19, “Forward-Looking
Statements”, of this MD&A.
10 SUMMARY OF QUARTERLY RESULTS
2024
2023
Fiscal
year
2024
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
(in millions of dollars, except per share data)
Fourth quarter
ended
December 31
Third quarter
ended
September 28
Second
quarter ended
June 29
First quarter
ended
March 30
Fourth quarter
ended
December 31
Third quarter
ended
September 30
Second quarter
ended July 1
First quarter
ended April 1
Results of operations
Revenues
$16,166.8 $4,664.9 $3,983.9 $3,932.9 $3,585.1 $3,724.3 $3,597.4 $3,626.0 $3,489.5
Net revenues
$12,172.2 $3,394.0 $2,996.9 $2,988.0 $2,793.3 $2,756.0 $2,734.8 $2,739.1 $2,667.1
Adjusted EBITDA*
$2,185.7
$634.3
$585.4
$519.9
$446.1
$524.9
$521.5
$461.6
$413.3
Net earnings attributable to shareholders
$681.4
$166.9
$203.6
$184.1
$126.8
$130.6
$156.2
$150.7
$112.5
Basic net earnings per share**
$5.40
$1.28
$1.63
$1.48
$1.02
$1.05
$1.25
$1.21
$0.90
Diluted net earnings per share**
$5.38
$1.28
$1.63
$1.47
$1.01
$1.05
$1.25
$1.21
$0.90
Backlog
$15,604.0 $14,838.7 $14,715.1 $14,233.7 $14,076.5 $14,276.4 $14,311.6 $13,833.7
Dividends
Dividends declared
$189.2
$48.9
$46.8
$46.8
$46.8
$46.8
$46.7
$46.7
$46.7
Dividends declared, per share
$1.50
$0.375
$0.375
$0.375
$0.375
$0.375
$0.375
$0.375
$0.375
*
Non-IFRS financial measure.
**
Quarterly net earnings per share are not additive and may not equal the annual net earnings per share reported. This may be a result of the
effect of shares issued on the weighted average number of shares, as well as the impact of dilutive options.
The Corporation's quarterly earnings and revenue measures are, to a certain degree, affected by seasonality. The third
and fourth quarters historically generate the largest contribution to net revenues and adjusted EBITDA, and the first
quarter the least. The Corporation's cash flows from operations are also, to a certain degree, subject to seasonal
fluctuations, with the fourth quarter historically generating a higher amount of cash flows from operations.
M-25
WSP Global Inc.
Management's Discussion and Analysis
2024
11 SELECTED ANNUAL INFORMATION
For the years ended December 31
2024
2023
2022
(in millions of dollars, except per share data)
Revenues
$16,166.8
$14,437.2
$11,932.9
Net revenues
$12,172.2
$10,897.0
$8,957.2
Net earnings attributable to shareholders of WSP Global Inc.
$681.4
$550.0
$431.8
Net earnings per share attributable to shareholders of WSP Global Inc.
Basic
$5.40
$4.41
$3.59
Diluted
$5.38
$4.40
$3.58
As at December 31
2024
2023
2022
Total assets
$20,199.2
$15,583.1
$14,841.7
Non-current financial liabilities (1)
$4,801.7
$3,802.9
$3,637.9
Dividends declared per share to holders of common shares of WSP Global Inc.
$1.50
$1.50
$1.50
(1)
Financial liabilities consist of long-term debt and lease liabilities, excluding current portions.
In 2023, revenues and net revenues grew by 21.0% and
21.7%, respectively, compared to 2022. The increase in
net revenue was principally due to healthy organic
growth of 7.3% which was achieved across all
reportable segments, and to sizeable acquisition growth
of 12.3%.
In 2024, revenues and net revenues increased by 12.0%
and 11.7%, respectively, compared to 2023, with net
revenue exceeding the high end of Management's
updated outlook range for the year of $11.80 billion to
$12.10 billion, mainly due to higher demand for
emergency response services following hurricanes in
the US. The increase year-over-year was mainly due to
organic growth of 7.5% and acquisition growth of 3.7%.
Organic growth was led by the US and Canada.
Net earnings attributable to shareholders and net
earnings
per
share
attributable
to
shareholders
increased from 2022 to 2023, mainly due to higher
adjusted EBITDA, partially offset by impairment of long-
lived assets resulting from ongoing optimizations as part
of the Corporation's real estate strategy to review its
footprint, realize synergies and reduce costs.
Net earnings attributable to shareholders and net
earnings
per
share
attributable
to
shareholders
increased from 2023 to 2024 mainly due to higher
adjusted EBITDA and impairment of long-lived assets
recognized in the fourth quarter of 2023, partially offset
by higher net financing expenses.
From December 31, 2022 to December 31, 2023, total
assets increased, mainly due to business acquisitions
and increased contract balances, while non-current
financial
liabilities
remained
largely
stable.
From
December 31, 2023 to December 31, 2024, total assets
increased, mainly due to business acquisitions and
increased contract balances, while non-current financial
liabilities increased mainly due to the issuance of $1.0
billion of senior unsecured notes to fund part of the
POWER Acquisition.
M-26
WSP Global Inc.
Management's Discussion and Analysis
2024
12 GOVERNANCE
Internal controls over financial reporting
The Corporation’s Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”) are responsible for
establishing and maintaining disclosure controls and
procedures (“DC&P”) and have caused them to be
designed under their supervision to provide reasonable
assurance that:
• Material information related to the Corporation is
made known to them by others, particularly during
the period in which the annual filings are being
prepared; and
• Information required to be disclosed by the
Corporation in its annual filings, interim filings or
other reports filed or submitted by it under securities
legislation is recorded, processed, summarized and
reported within the time periods specified in
securities legislation.
The CEO and CFO have evaluated or caused to be
evaluated under their supervision, the effectiveness of
the Corporation’s DC&P and based on the evaluation,
the CEO and CFO have concluded that the design and
operation of the Corporation’s DC&P were effective as
at December 31, 2024.
The CEO and CFO are also responsible for establishing
and maintaining internal controls over financial reporting
(“ICFR”) and have designed ICFR or have caused ICFR
to be designed under their supervision using the Internal
Control - Integrated Framework issued by the
Committee
of
Sponsoring
Organizations
of
the
Treadway Commission (2013 COSO Framework), to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
IFRS.
The CEO and CFO have evaluated or caused to be
evaluated under their supervision, the effectiveness of
the Corporation’s ICFR and based on their evaluation,
the CEO and CFO have concluded that ICFR were
designed and operated effectively as at December 31,
2024.
Due to the inherent limitations of DC&P and ICFR,
Management does not expect that DC&P and ICFR can
prevent or detect all errors or intentional misstatements
resulting from fraudulent activities.
The CEO and the CFO have limited the scope of their
design of DC&P and ICFR to exclude controls, policies
and procedures of POWER, which was acquired on
October 1, 2024, as permitted by the Canadian
Securities
Administrators’
Regulation
52-109
-
Certification of Disclosure in Issuers' Annual and Interim
Filings for 365 days following an acquisition. Note 5,
Business Acquisitions, of the Corporation's audited
consolidated financial statements for the year ended
December 31, 2024 presents summary financial
information with respect to POWER.
There were no changes in the Corporation’s ICFR that
occurred during the period beginning on September 29,
2024 and ended on December 31, 2024 that have
materially affected, or are reasonably likely to materially
affect, the Corporation’s ICFR.
During the first half of 2024, the Corporation's US and
UK operations and remaining Canadian operations
completed the implementation of a new global
enterprise resource planning (ERP) system. This ERP
implementation has not resulted in any significant
changes in internal controls. Management employed
appropriate procedures to ensure internal controls over
financial reporting were in place during and after the
conversion. The Corporation regularly monitors and
assesses its DC&P and ICFR, while reiterating the
importance of internal controls and maintaining frequent
communication across the organization at all levels, in
order to maintain a strong control environment.
Responsibilities of the Board of Directors
The Board has oversight responsibilities for reported
financial information. Accordingly, the Board has
reviewed and approved, upon recommendation of the
Audit Committee of the Corporation, this MD&A and the
audited consolidated financial statements for the year
ended December 31, 2024, before their publication.
M-27
WSP Global Inc.
Management's Discussion and Analysis
2024
13 CRITICAL ACCOUNTING ESTIMATES
The preparation of the financial statements requires
Management to make judgments, assumptions and
estimates in applying the Corporation's accounting
policies. Critical accounting estimates are those which
are highly uncertain at the time they are made and where
different reasonably likely estimates, or reasonably likely
changes in estimates from period to period, would have
a material impact on the Corporation's financial condition
or results of operations.
Estimates and assumptions are continually evaluated
and are based on historical trends and other factors,
including expectations of future events that are likely to
materialize under reasonable circumstances. Actual
results will differ from estimates used, and such
differences could be material.
The Corporation's most critical accounting estimates are
discussed in note 4, "Critical accounting estimates and
judgments", to the Corporation's audited consolidated
financial statements for the year ended December 31,
2024.
14 MATERIAL ACCOUNTING POLICIES
CHANGES IN ACCOUNTING
POLICY EFFECTIVE IN 2024
Classification of liabilities as current or non-
current
In January 2020, International Accounting Standards
Board (“IASB”) issued a narrow-scope amendment to
IAS 1 - Presentation of Financial Statements, which
clarifies that the classification of liabilities as current or
non-current is based on rights that are in existence at
the end of the reporting period. Classification is
unaffected by expectations about whether an entity will
exercise its right to defer settlement of a liability or
events after the reporting date. The amendment also
clarifies what IAS 1 means when it refers to the
‘settlement’ of a liability. This amendment was adopted
by the Corporation on January 1, 2024 and had no
impact on the Corporation’s audited consolidated
financial statements for the year ended December 31,
2024.
Long-term debt covenants
In October 2022, the IASB issued amendments to IAS 1 -
Presentation of Financial Statements, which specify that
for long-term debt with covenants to be complied with
after the reporting date, such covenants do not affect
the classification of debt as current or non-current at the
reporting date, but do require disclosures in the notes to
the financial statements. These amendments were
adopted by the Corporation on January 1, 2024 and had
no impact on the Corporation’s audited consolidated
financial statements for the year ended December 31,
2024.
Segment Reporting
In July 2024, the IFRS Interpretations Committee
(“IFRIC”) issued an agenda decision clarifying certain
disclosure requirements under IFRS 8 – Operating
Segments. The decision highlights the need to disclose
certain specified income and expense items if these are
included in the measure of segment profit or loss
reviewed by the Chief Operating Decision Maker
("CODM") or are otherwise regularly provided to the
CODM, even if not included in that measure of segment
profit or loss. As a result, the Corporation has made
changes to reflect these requirements in note 6,
"Operating segments", to the Corporation's audited
consolidated financial statements for the year ended
December 31, 2024.
RECENT STANDARDS,
AMENDMENTS AND
INTERPRETATIONS NOT YET
EFFECTIVE AND NOT APPLIED
Refer to note 3, “Accounting policy developments”, to
the
Corporation's
audited
consolidated
financial
statements for the year ended December 31, 2024, for
further details.
M-28
WSP Global Inc.
Management's Discussion and Analysis
2024
15 FINANCIAL INSTRUMENTS
The Corporation’s financial assets include cash, trade
receivables and other receivables. The Corporation's
financial liabilities include accounts payable and accrued
liabilities, dividends payable to shareholders, lease
liabilities, and long-term debt.
The Corporation uses derivative financial instruments to
manage its exposure to fluctuations of foreign currency
exchange rates. It does not hold or use any derivative
instruments for trading or speculative purposes. Refer to
note 13, “Financial instruments”, to the Corporation's
audited consolidated financial statements for the year
ended December 31, 2024 for a description of the
Corporation's hedging activities.
The Corporation's financial instruments expose the
Corporation primarily to foreign exchange, credit,
liquidity and interest rate risks. Refer to section 20, “Risk
factors” , as well as note 13 “Financial instruments”, to the
Corporation's audited consolidated financial statements
for the year ended December 31, 2024, for a description
of these risks and how they are managed, as well as for a
description of how fair values are determined.
16 RELATED PARTY TRANSACTIONS
The Corporation's related parties, as defined by IFRS, are its joint operations, joint ventures, associates and key
management personnel. A description of any material transactions with these related parties is included in note 29,
“Related party transactions", to the Corporation's audited consolidated financial statements for the year ended
December 31, 2024.
17 OFF-BALANCE SHEET AGREEMENTS
The Corporation does not engage in the practice of off-balance sheet financing, except for the use of letters of credit.
18 CONTRACTUAL OBLIGATIONS
The Corporation is committed under the terms of
contractual obligations with various expiration dates,
primarily for long-term debt and the rental of office
space and computer equipment. The following table
provides a summary of the timing of the Corporation’s
undiscounted long-term contractual obligations as at
December 31, 2024:
(in millions of dollars)
2025
2026
2027 and
thereafter
Total
Long-term debt
$925.0 $1,042.0
$3,489.0
$5,456.0
Lease liabilities
$358.8
$282.1
$846.9
$1,487.8
Management expects the Corporation's cash flows from
its operations and amounts available under credit
facilities will be sufficient to meet its contractual
obligations in the future.
19 FORWARD-LOOKING STATEMENTS
In addition to disclosure of historical information, the
Corporation may make or provide statements or
information in this MD&A that are not based on historical
or current facts and which are considered to be forward-
looking information or forward-looking statements
(collectively,
“forward-looking
statements”)
under
Canadian
securities
laws.
These
forward-looking
statements relate to future events or future performance
and reflect the expectations of Management regarding,
without limitation, the growth, results of operations,
performance and business prospects and opportunities
of the Corporation, including the achievement of its
2025-2027 Global Strategic Action Plan, or the trends
affecting its industry.
Forward-looking statements can typically be identified
by terminology such as “may”, “will”, “should”, “expect”,
“plan”,
“anticipate”,
“believe”,
“estimate”,
“predict”,
“forecast”,
“project”,
“intend”,
“target”,
“potential”,
“continue” or the negative of these terms or terminology
of a similar nature. More specifically, this MD&A contains
the following forward-looking statements: the impact of
M-29
WSP Global Inc.
Management's Discussion and Analysis
2024
order intake on our backlog and the state of our backlog
and pipeline of opportunities in various reportable
segments; our belief that our cash flows from operating
activities, combined with our available short-term capital
resources, will enable us to support our continued
growth strategy, working capital requirements and
planned capital expenditures; our expected level of
dividend declaration and payment on the Corporation’s
common shares. Forward-looking statements, by their
very nature, are subject to inherent risks and
uncertainties and are based on several assumptions,
both general and specific, which give rise to the
possibility that actual results or events could differ
materially from our expectations expressed in, or implied
by, such forward-looking statements and that our
business outlook, objectives, plans and strategic
priorities may not be achieved. These statements are not
guarantees of future performance or events, and we
caution readers against relying on any of these forward-
looking statements.
Forward-looking statements made by the Corporation
are based on a number of operational and other
assumptions believed by the Corporation to be
reasonable as at the date such statements were made,
including assumptions set out through this MD&A and
including, without limitation, the following principal
assumptions about general economic and political
conditions; the state of the global economy and the
economies of the regions in which the Corporation
operates; the state of and access to global and local
capital and credit markets; interest rates; working capital
requirements; the collection of accounts receivable; the
Corporation obtaining new contract awards; the type of
contracts entered into by the Corporation; the
anticipated margins under new contract awards; the
utilization of the Corporation’s workforce; the ability of
the Corporation to attract new clients; the ability of the
Corporation to retain current clients; changes in contract
performance;
project
delivery;
the
Corporation’s
competitors;
the
ability
of
the
Corporation
to
successfully integrate businesses; the acquisition and
integration of businesses in the future; the Corporation’s
ability to manage growth; external factors affecting the
global operations of the Corporation; the state of the
Corporation’s backlog; the joint arrangements into which
the Corporation has entered or will enter; the capital
investments made by the public and private sectors;
relationships
with
suppliers
and
subconsultants;
relationships with management, key professionals and
other employees of the Corporation; the maintenance of
sufficient insurance; the management of environmental,
social and health and safety risks; the sufficiency of the
Corporation’s current and planned information systems,
communications technology and other technology; the
sufficiency of the Corporation’s cybersecurity measures;
compliance with laws and regulations; future legal
proceedings; the sufficiency of internal and disclosure
controls; the regulatory environment; impairment of
goodwill; foreign currency fluctuation; the expected
benefits of acquisitions and the expected synergies to
be realized as a result thereof; the tax legislation and
regulations to which the Corporation is subject and the
state of the Corporation’s benefit plans. If any of these
assumptions prove to be inaccurate, the Corporation’s
actual results or events could differ materially from those
expressed or implied in forward-looking statements.
In
evaluating
these
forward-looking
statements,
investors should specifically consider various risk
factors, which, if realized, could cause the Corporation's
actual results or events to differ materially from those
expressed or implied in forward-looking statements.
Such risk factors include, but are not limited to, the failure
to
implement
sufficient
corporate
and
business
initiatives; increases in real estate costs; acquisitions of
companies with higher health and safety risk exposure
compared to WSP; failure to collect feedback from our
clients on our performance; failure to identify climate-
related opportunities as well as assess and manage
climate-related risks; changes made to regulations that
may affect the Corporation’s business; failure to audit
suppliers, as well as other risks detailed from time to
time in reports filed by the Corporation with securities
regulators
or
securities
commissions
or
other
documents that the Corporation makes public, which
may cause actual results or events to differ materially
from the results expressed or implied in any forward-
looking statement.
These and other risk factors that could cause actual
results or events to differ materially from our
expectations expressed in, or implied by, our forward-
looking statements are discussed in greater detail in
section 20, "Risk factors".
Actual results and events may be significantly different
from what we currently expect because of the risks
associated with our business, industry and global
economy and of the assumptions made in relation to
these risks. As such, there can be no assurance that
actual results will be consistent with forward-looking
statements. The forward-looking statements contained
in this MD&A describe the Corporation’s expectations as
of the date of this MD&A and, accordingly, are subject to
change after such date. Except as required under
Canadian securities legislation, the Corporation does not
assume any obligation to publicly update or to revise any
forward-looking statements made in this MD&A or
otherwise, whether as a result of new information, future
M-30
WSP Global Inc.
Management's Discussion and Analysis
2024
events or otherwise. The forward-looking statements
contained in this MD&A are expressly qualified in their
entirety by this cautionary statement. The Corporation
may also make oral forward-looking statements from
time to time. The Corporation advises that the above
paragraphs and the risk factors set forth in section 20,
“Risk factors” should be read for a description of certain
factors that could cause the actual results of the
Corporation to differ materially from the results
expressed or implied in any oral forward-looking
statements. Readers should not place undue reliance on
forward-looking statements.
20 RISK FACTORS
The Corporation is subject to a number of risks and
uncertainties and is affected by a number of factors
which could have a material adverse effect on, among
other things, the Corporation’s business, financial
condition, future liquidity and profitability, accounts
receivable,
assets,
liabilities,
revenues,
expenses,
goodwill, backlog, earnings, cash flows, results of
operations,
reputation,
brand,
growth,
future
competitiveness, ability to deliver services to clients,
ability to secure future projects, future prospects, ability
to maintain existing business relationships or retain key
employees, or its business strategies, including the
achievement of its 2025-2027 Global Strategic Action
Plan. These risks should be considered when evaluating
an investment in the Corporation and may, among other
things, cause a decline in the price of the Corporation's
shares or adversely affect the Corporation’s ability to
declare and/or pay dividends on the shares.
This section describes the risks Management considers
as the most material to the Corporation's business. This
is not, however, a comprehensive list of the potential
risks the Corporation currently faces, or could eventually
face. Risks and uncertainties not presently known to the
Corporation or that the Corporation currently considers
as not material could become material in the future or
impair its business operations, cause a decline in the
price of shares or adversely affect the Corporation’s
ability to declare and/or pay dividends on the shares.
RISKS RELATED TO THE
BUSINESS
Health, safety, environment and security
hazards and risks
The Corporation’s Health, Safety, Environment & Quality
(“HSEQ”) systems, processes and policies are aimed at
reducing risks to employees, subconsultants and others;
however, services and activities to be performed on
work sites can put employees, subconsultants and
others in challenging or remote locations which may
increase the risk to health and safety from hazards
related to heavy mobile equipment, working at height,
energy sources, working near water and ground stability.
On some project sites, the Corporation may be
responsible for safety and, accordingly, it has an
obligation to implement effective safety procedures. The
Corporation has exposure to health and safety risks on
project sites primarily due to the nature of services
rendered which often include activities to be performed
directly on project sites or in remote locations. Failure to
implement or follow appropriate safety procedures by
the Corporation or others could result in personal injury,
illness or loss of life to people, environmental damage or
other damage to the Corporation’s property or the
property of others. In addition, failure to comply with
such procedures or health and safety regulations could
subject the Corporation to losses and liability.
In the ordinary course of the Corporation’s business, the
Corporation's employees frequently make professional
judgments and recommendations about environmental
and engineering conditions of project sites for the
Corporation's clients. The Corporation may be deemed
to be responsible for these professional judgments and
recommendations if they are later determined to be
inadequate or result in injury or damage. Health and
safety incidents may also impact employee turnover,
increasing project and operating costs and could
negatively impact the awarding of new contracts. The
Corporation could also be exposed to substantial
security costs in order to maintain the safety of its
personnel, to civil and/or statutory liability to employees
and to reputational harm arising from injuries or deaths
because of inadequate health and safety policies and
practices. The Corporation cannot fully protect against
all these risks, nor are all these risks insurable. The
Corporation may become liable for damages arising
from events against which it cannot insure or against
which it may elect not to insure for various reasons.
The Corporation operates in regions across the world in
a global capacity, working in some very high risk and
challenging environments and geographies, which
present numerous risks including security issues, health,
safety and environmental risks, political unrest, country
stability and varying degrees of medical risk to
personnel, all combined with differing cultures, regional
legislative
requirements
and
regional
operating
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WSP Global Inc.
Management's Discussion and Analysis
2024
standards. Acts of terrorism, including domestic
terrorism, and threats of armed conflicts in or around
various regions in which the Corporation operates could
limit or disrupt markets and its operations, including
disruptions resulting from the evacuation of personnel,
cancellation of contracts, or the loss of key employees,
contractors or assets. Furthermore, the Corporation
risks incurring additional costs on projects that have
sustained environmental, health, and safety hazards
because they may require additional time to complete or
because employee time may be lost due to injury.
Non-compliance with laws or regulations
The Corporation faces risks relating to non-compliance
with laws, regulations, rules and other current, new or
changing legal requirements enforced by governments
or other authorities, including with respect to trade
restrictions, sanctions, export control, false claims,
protection of classified information, lobbying or similar
activities,
securities,
antitrust,
data
privacy,
tax,
environmental, social and governance (“ESG”) matters,
labour relations, artificial intelligence (“AI”) as well as laws
related to corruption, anti-competitive acts, illegal
political contributions, human rights, including modern
slavery and ethics-related issues. In particular, the
regulatory landscape surrounding ESG matters is
evolving at a rapid pace in multiple jurisdictions and
there is a significant degree of uncertainty regarding the
scope of future requirements. As a result, we may be
required to rapidly adapt data collection and assurance
processes, with the risk that information will not be
available to the Corporation to respond to the relevant
requirements in a timely manner.
Although the Corporation has control measures and
policies to mitigate these risks, including an anti-
corruption compliance program, these control measures
and policies have inherent limitations, including human
error, and could be intentionally circumvented or
become inadequate as conditions change. Moreover,
the coordination of the Corporation’s activities to
address the broad range of complex legal and regulatory
environments in which it operates presents significant
challenges. The Corporation's control measures may not
be sufficiently effective to protect it from the
consequences of acts committed by its current and
former directors, officers, employees, consultants,
agents and/or partners, corruption in connection with its
operations and ethics-related issues. Accordingly, fraud,
corruption and other reckless or criminal acts may occur
and remain undetected, resulting in a loss of assets and/
or
misstatement
in
the
Corporation’s
financial
statements and related public disclosure. Moreover,
fraud, corruption, illegal political contributions, non-
compliance with previously enacted or proposed laws or
regulations, anti-competitive or other reckless acts or
criminal acts or misconduct by the Corporation’s current
or former directors, officers, employees, consultants,
agents and/or partners, including those of businesses
acquired by the Corporation, could subject the
Corporation to fines and penalties, criminal, civil and
administrative legal sanctions and suspension from its
ability to bid, enter into or perform public or private
contracts, resulting in reduced revenues and profits. The
institution of formal charges with respect to any such
circumstances by appropriate governmental authorities
may have to be immediately accounted for in the results
of the Corporation.
As part of its global business dealings with different
governmental bodies, entities and agencies in each of
the countries in which the Corporation operates, WSP
must also comply with complex public procurement laws
and regulations aimed at ensuring that public sector
bodies award and manage contracts in a transparent,
competitive, efficient and non-discriminatory manner in
these jurisdictions. In certain jurisdictions in which the
Corporation operates, the Corporation is also subject to
legislation
that
grants
governmental
authorities
exceptional measures for the reimbursement and
recovery of amounts improperly obtained as a result of
fraud or fraudulent tactics in the course of the tendering,
awarding or management of public contracts. In
connection with a reimbursement or settlement under
such legislation, a number of conditions may be imposed
on the Corporation and the Corporation may be required
to undergo certain changes to its business practices
which could impose additional costs on the Corporation
and adversely affect its ability to pursue business
opportunities.
The services provided by the Corporation are also
subject to numerous environmental protection laws and
regulations that are complex and stringent, and may
include criminal liability exposure for the Corporation’s
current and former directors, officers, employees,
consultants, agents and/or partners. Significant fines,
penalties and other sanctions may be imposed for non-
compliance with environmental laws and regulations,
and some environmental laws provide for joint and
several strict liabilities for remediation of releases of
hazardous substances, rendering a person liable for
environmental damage, without regard to negligence or
fault on the part of such person. These laws and
regulations may expose the Corporation to liability
arising out of the conduct of operations or conditions
caused by others, and in certain cases for acts of the
Corporation that were in compliance with all applicable
laws at the time these acts were performed.
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WSP Global Inc.
Management's Discussion and Analysis
2024
Furthermore, a portion of the Corporation’s professional
services business is generated directly or indirectly as a
result of laws and regulations. Changes in such laws or
regulations could affect the Corporation’s business more
significantly than they would affect other professional
services firms. Accordingly, changes to the number or
scope of these laws and regulations could significantly
reduce the size of its market sector in such market. The
rising complexity of the geopolitical landscape and
macro-economic
developments
have
increased
uncertainty surrounding the extent of these changes,
which could lead to the need for the Corporation to
make changes and adjustments to its operations to
ensure compliance with such laws and regulations.
Across its global operations and in connection with its
M&A activities, the Corporation must comply with
numerous privacy and data protection laws and
regulations applicable in multiple jurisdictions designed
to protect privacy rights and personal information. The
global data protection landscape continues to evolve,
and the Corporation is required to navigate distinct
obligations and compliance risks in various countries
and regions it operates in. The impact and cost of
ensuring compliance and protecting the data and
privacy rights of individuals in line with the specifics of
each applicable legislation continues to grow each year.
Failing to protect privacy rights and personal information
in compliance with those laws, including the EU and UK
General Data Protection Regulation, the Canadian
federal Personal Information Protection and Electronic
Documents Act (and other substantially similar provincial
laws), the California Consumer Privacy Act as amended
by the California Privacy Rights Act, Brazil’s General
Personal Data Protection law and other emerging global
privacy laws, could result in the Corporation being
subject to significant regulatory penalties, legal liability
and remediation costs and negatively impact its
reputation.
Information technology and information
security
In order to operate properly, ensure adequate service
delivery to its clients and meet its business objectives,
the
Corporation
relies
heavily
on
information
technologies. Within these technologies, the Corporation
processes proprietary information relating to its
business, personal information of employees and other
individuals it engages with, client information and
information in relation to other third parties including in
connection with its M&A activities. This may include
proprietary,
sensitive,
confidential,
and
personal
information limited to the nature of professional services
it or third parties provide.
The Corporation faces numerous threats that are
constantly evolving, increasingly sophisticated and
difficult to detect and successfully defend against. These
include
cyber
threats
from
criminal
hackers,
ransomware, denial of service and other forms of
malicious
attacks,
hacktivists,
state
sponsored
organizations and industrial espionage, phishing and
other social engineering techniques, physical or
electronic
security
breaches,
computer
viruses,
unauthorized access, employee misconduct, human or
technological errors, or similar events or disruptions. In
addition, AI is increasingly being incorporated into cyber
attacks, for example through system reconnaissance
and social engineering. Any of these threats may lead to
system interruptions, delays, and loss of critical data and
expose the Corporation, clients, or other third parties to
potential liability, litigation and regulatory action, as well
as the loss of client and investors’ confidence, loss of
existing or potential clients, loss of sensitive government
contracts, damage to brand and reputation, loss of share
value, financial reporting capabilities and other financial
loss. The current geopolitical instability has exacerbated
these threats, which could lead to increased risk and
frequency of cybersecurity incidents. The Corporation’s
information technologies and operations could also be
interrupted or damaged by natural disasters, failures,
acts of war or terrorism, or other events beyond the
Corporation’s control.
The Corporation relies on industry-accepted security
measures and technical and organizational controls to
protect its information and information technology
systems, and there can be no assurance that our efforts
will prevent all threats to our systems. The Corporation
may be required to allocate increasingly significant
resources, and additional security measures, to protect
against the cyber threats referenced above.
Compliance with information security standards such as
NIST, DFAR and ISO27001, among others, are
increasing the requirements to bid for projects. Inability
to meet such requirements would limit our ability to
pursue certain business opportunities. Further, the
Corporation provides services that may be highly
sensitive or that may relate to critical national security
matters; if a security breach were to occur, our ability to
procure future government contracts could be severely
limited. The precautions the Corporation takes to
prevent and detect these activities may not be effective
and the Corporation could face unknown material risks
or losses.
The Corporation’s operations could be interrupted or
delayed if the Corporation is unable to continually and
adequately maintain its information technologies, to
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WSP Global Inc.
Management's Discussion and Analysis
2024
scale and add software and hardware, to effectively
upgrade its systems and network infrastructure, to
maintain key information technology personnel, and take
other steps to improve the efficiency and protection of
its systems. Existing business continuity plans may not
be sufficient to enable the Corporation to recover from
material information technology disruptions.
The Corporation’s ability to meet its objectives and
deliver on its strategic plan depend on its capacity to
transform the organization as it continues to implement
its new enterprise resource planning platform, while
maintaining an adequate level of service to clients and
protecting profitability. The Corporation may not be able
to properly review critical changes within the business
before and during the implementation and deployment
of key technological systems or to align client
expectations with its client commitments and operating
capabilities.
The Corporation relies on third-party software and
services to support its delivery of professional services
to clients such as design, collaboration and project
management,
and
to
support
the
Corporation’s
accounting and financial information systems. While the
Corporation selects third-party vendors carefully, it does
not control their actions. Any technology services
provided by a third party, including contractors, business
partners, vendors and other third parties, may be subject
to
breakdowns,
disruption
in
information
and
communication services, inability to handle current or
higher volumes, cyber-attacks, security and data
breaches. Furthermore, the Corporation may incur
additional costs to remediate errors or failures by third
parties.
The Corporation’s employees are provided with systems
and infrastructure that facilitate secure remote working,
including from their place of residence, public spaces
and sites owned or managed by third parties and
clients. However, these locations may not have the same
level of physical security controls as the Corporation’s
offices which could increase the risk of a physical
security event, such as device theft, which may disrupt
operations.
The Corporation’s digital services are permanently in an
evolving
state
and
increasingly
utilize
emerging
technologies such as cloud computing, machine learning
and AI, including generative AI. These technologies
come with additional risks, such as the risk of data loss,
hallucination (AI services unknowingly providing false
information), loss of intellectual property rights or
unintentional
intellectual
property
infringement.
In
addition, our client deliveries increasingly use innovative
technologies such as smart buildings and automated
robotics that require investment to protect their use. Any
cybersecurity incident of these technologies or systems
may expose the Corporation and its clients to
remediation and litigation costs.
The Corporation processes personal information of
employees and individuals working for clients, suppliers,
business
partners
and
other
third
parties
the
Corporation engages with. If a data breach were to
compromise this information, the Corporation could be
exposed to regulatory fines, claims and litigation
including class actions from affected individuals,
reputational damage and financial costs associated with
remediation. If, in connection with any such breach,
deficiencies are identified in the Corporation’s privacy
and information governance program, the financial and
reputational impacts on the Corporation may be
exacerbated.
Furthermore, cybersecurity and privacy insurance is
becoming more challenging to procure and is unlikely to
cover all cybersecurity or privacy related losses. The
insurance available may not fully indemnify and
compensate the Corporation for all damages it may
suffer, including reputational losses.
Geopolitical risks
The Corporation is exposed to various geopolitical risks
as it operates across the world in an increasingly
interconnected global economy. In addition, the
geopolitical landscape is becoming more complex as the
world continues to face more and more crises and
tensions between competing nations and alliances. The
Corporation has a geographically dispersed client base
which it serves with local presence and through a
network of operations located around the globe.
Escalating conflicts and unrest can affect particular
regions and may also have severe repercussions in
other parts of the world. As such, the Corporation may
be adversely affected by deteriorating uncertainties
arising from political, economic, military or social
conditions emerging from domestic or international
political tensions, conflicts and crises.
The potential impacts on the Corporation depend on the
extent and depth of geopolitical issues and conflicts as
they materialize and may include consequences such as
delays or cancellation of contracts, changes in
regulatory practices, impact to tariffs and taxes,
restrictions to global mobility, restrictions to contracting
capabilities, productivity slowdowns, inability to deliver
projects in the affected region, deterioration of local and
global economies as well as consequences on the
health, safety and well-being of employees.
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WSP Global Inc.
Management's Discussion and Analysis
2024
The military hostilities or conflicts in Eastern Europe and
the Middle East continue to significantly affect the global
economy and have deepened their negative effects on
certain regions, including our operations and employees
in the affected regions. Although shortages of specific
materials in the construction industry have resulted in
certain of our projects being postponed or cancelled, the
Corporation has suffered limited impacts and continues
to adjust its operations and practices to minimize
potential impacts. There can be no certainty as to the
continuity of our operations in the affected regions if
these conflicts persist or escalate.
The Corporation deploys as necessary a crisis
management team to closely monitor these conflicts and
mitigate any impact on our employees and operations.
However, these conflicts could persist or escalate
further with the active participation of other interested
countries.
The Corporation is also exposed to the risks related to
the rise of domestic political tensions in certain countries
where key elections are underway. The volatile,
uncertain and unpredictable nature of external factors
related to geopolitical risks cannot be easily managed.
The Corporation has established a process and
business continuity plans to assess and monitor regional
conditions and has defined appropriate policies and
controls to engage in work that aligns with its risk
tolerance levels, however these conditions may change
through time and potentially render these controls
ineffective.
Adequate utilization of workforce
The cost of providing its services, including the extent to
which the Corporation utilizes its workforce, affects its
profitability. The rate at which the Corporation utilizes its
workforce is affected by a number of factors, including:
• its ability to transition employees from completed
projects to new assignments and to hire and
integrate timely new employees, including those
coming from newly acquired entities;
• its ability to forecast demand for its services and
thereby maintain an appropriate headcount in each of
its geographies;
• its ability to adequately plan succession to ensure
leadership roles, critical positions and technical
capabilities are properly maintained, developed and
timely prepared to carry on the Corporation’s
business objectives and its future growth;
• its ability to manage attrition; its need to devote time
and resources to training, recruitment, business
development, professional development, and other
non-chargeable activities;
• its ability to match the skill sets of its employees to
the needs of the marketplace; and
• its ability to adapt its organizational structure to
support and meet the needs of its clients while
optimizing its resources to meet its margin objectives.
If the Corporation does not utilize its workforce
effectively, or if laws and regulations restrict its ability to
do so, its utilization rates could be reduced.
Availability, and retention and well-being of
qualified professional staff
There is strong competition for qualified technical and
management personnel in the sectors in which the
Corporation operates. The Corporation’s success
depends in part on its continued ability to attract and
retain
qualified
and
skilled
engineers,
scientists,
planners, technical experts and other professional staff
and to establish and execute an effective succession
plan. Over the years, a significant shortage of engineers
and other professionals serving our industry has
developed in some markets which has resulted in
continued
upward
pressure
on
professional
compensation packages and has resulted in high
turnover rates, adding pressure on employee retention.
Competition in the industry today largely involves the
competition for talent. Considering longer-term trends in
the industry including demographics, scarcity of talent
relative to demand and the pace of technological
advances, the Corporation expects this risk to remain
significant to its business. There can be no assurance
that the Corporation will be able to attract, hire and retain
sufficient qualified management personnel, engineers
and other professional staff necessary to continue to
maintain and grow its business. Furthermore, some of
the Corporation’s personnel hold government granted
clearance in certain regions that may be required in
order to work on specific government projects. If the
Corporation were to lose some or all of these personnel,
such staff may be difficult to replace. Loss of the
services of, or failure to recruit, qualified technical and
leadership personnel with governmental clearances
could limit the Corporation’s ability to successfully
complete existing projects and/or compete for new
projects requiring such clearances.
When the Corporation fails to retain key personnel or
when such personnel retire or otherwise depart the
Corporation, the roles and responsibilities of such
employees need to be filled, which requires that the
Corporation devote time and resources to identify, hire
and integrate new employees. If the Corporation's
succession plan fails to identify those individuals with
high potential or to develop these key individuals, it may
M-35
WSP Global Inc.
Management's Discussion and Analysis
2024
be unable to replace key members who retire or leave
the Corporation and may be required to expend
significant time and resources to recruit and/or train new
employees. The inability to attract, hire and retain
enough qualified management personnel, engineers and
other professional staff as well as to establish and
execute an effective succession plan could limit the
Corporation’s ability to successfully complete existing
projects and compete for new projects, which could
adversely affect the Corporation’s ability to sustain and
increase revenues and its future results.
In addition, the Corporation strives to protect, support
and promote the well-being of its people through
workplace practices and well-being programs. Failure to
meet those goals may lead to deteriorating work-life
balance, reduction in productivity, decline in workforce
mental and physical health, increase in absenteeism,
voluntary turnover, work incidents and accidents. This
may impact the delivery of our professional services
Over the past several years, as attention to issues of
societal inequity and racial injustice have increased
globally, the Corporation has continued to emphasize its
commitment to inclusion, diversity and equity. The
Corporation is committed to promoting a culture that
empowers its people through a work environment where
inclusion, diversity and equity are expected and valued.
Although the Corporation has set inclusion, diversity and
equity standards that are to be observed by its
employees when conducting business, the Corporation
remains subject to the risk of misconduct, non-
compliance or other improper behaviour by its
employees, agents or partners.
Competition in the industry
In a people-based industry, the Corporation operates in
highly
competitive
markets
and
has
numerous
competitors for all of the services it offers. Size and
characteristics of competitors vary widely with the type
of service they provide, the geographic area and the
industry. Some of the Corporation’s competitors have
longer operating histories, greater brand recognition,
larger customer bases and have achieved substantially
more market penetration in certain of the areas or
locations in which the Corporation competes.
In the midst of rapid technological development,
including advances in AI, the Corporation must continue
to anticipate changes in its clients’ expectations and to
do so, must adapt its services so that it maintains and
improves its competitive advantage.
In addition, the competitive landscape within which the
Corporation operates is evolving as the Corporation is
increasingly facing new competitors in many of its end-
markets and others are emerging as a result of
advances in technology. It is critical that the Corporation
adjust to these changes and adapt its compensation
models to maintain its competitive positioning in those
markets.
Moreover, the technical and professional aspects of
some of the Corporation’s services generally do not
require
large
upfront
capital
expenditures.
The
Corporation’s competitors may also consolidate or
establish
teaming
or
other
relationships
among
themselves or with third parties to increase their ability to
address customers’ needs.
We obtain most of our contracts through competitive
bidding processes. Significant costs and managerial
time are required to prepare certain bids and proposals
for contracts that may not ultimately be awarded to the
Corporation. In addition, some of the Corporation’s
competitors may allocate substantially more financial or
marketing resources to particular competitive bidding
processes and/or benefit from greater financial flexibility
than the Corporation in certain markets or they may be
willing to take greater risks or accept terms and
conditions that the Corporation may not deem to be
acceptable. Other competitors are smaller and may be
more specialized and concentrate their resources in
particular areas of expertise. Competitive pressures may
result in the Corporation being successful in a lesser
number of competitive bids than budgeted for.
Moreover, we may not be awarded contracts because of
existing government policies designed to promote
locally
based
businesses
and
under-represented
minority contractors.
All of these competitive forces may result in our inability
to win bids for future projects, increased margin
pressure and loss of revenue, profitability and market
share.
Global operations
The Corporation's operations are global, which subjects
the Corporation to a variety of risks, including:
• general social, economic and political conditions or
instability in one or more specific markets and/or
globally, including recessions, political changes or
disruptions and other economic crises in one or more
markets in which the Corporation operates;
• risks related to complying with a wide variety of local,
national, and international laws, regulations and
policies, together with potential adverse or significant
changes in laws and regulatory framework and
practices;
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WSP Global Inc.
Management's Discussion and Analysis
2024
• changes in local government trade laws, regulations
and
policies
affecting
the
markets
for
the
Corporation’s
services,
including
applicable
international sanctions;
• international hostilities, civil unrest, force majeure,
war, terrorism, including domestic terrorism, and
other armed conflict;
• difficulty or expense in enforcing contractual rights
due to a lack of a developed legal system or other
factors in certain jurisdictions;
• difficulties and costs of staffing and managing global
operations and changes in labour conditions;
• difficulties, delays and expenses that may be
experienced or incurred in connection with the
movement of personnel through the customs and
immigration authorities of various jurisdictions;
• a greater risk of uncollectible accounts and longer
collection cycles;
• fluctuations in exchange rates;
• changes in regulatory practices, tariffs and taxes,
which could also result in a trade war and trade
restrictions;
• foreign ownership restrictions with respect to
operations in certain countries or the risk that such
restrictions will be adopted or increase in the future;
• multiple and possibly overlapping tax structures;
• exchange controls and other funding restrictions and
limitations on the Corporation’s ability to repatriate
cash, funds or capital invested or held in certain
jurisdictions where the Corporation operates; and
• cultural, logistical and communications challenges.
Professional services contracts
A substantial proportion of the Corporation’s revenues
come from fixed-price contracts, cost-plus contracts
with ceilings and time and material contracts with fixed
rates. Under fixed-price contracts, the Corporation
agrees to perform either all or a specified portion of work
under the contract for a fixed fee which could expose
the Corporation to a greater risk of cost overruns. Fixed-
price contracts, cost-plus contracts with ceilings and
time and material contracts with fixed rates are
established in part on partial or incomplete designs, cost
and scheduling estimates that are based on a number of
assumptions, including those about future economic
conditions (including inflation and interest rates),
commodity and other materials pricing (including
construction costs) and availability of labour, equipment
and materials and other requirements. There is a risk,
particularly
for
multi-year
contracts,
that
these
assumptions may prove inaccurate. If these assumptions
prove inaccurate or if unexpected changes arise, then
cost overruns could occur and result in losses for
projects. In certain instances, the Corporation may
provide a guarantee to a client that it will complete a
project by a certain date. As such, the Corporation may
incur additional costs should the project be managed
ineffectively or should it subsequently fail to meet the
scheduled completion date for any other reason.
Projects that are not completed on schedule further
reduce profitability. Staff must continue to work on such
projects for longer than anticipated; this may prevent
them from pursuing and working on new or other
projects. Projects that are over budget or not on
schedule may also lead to client dissatisfaction and legal
proceedings, which can be costly and detrimental to and
adversely impact the Corporation’s reputation. A
project’s revenues could also be reduced should the
Corporation be required to pay liquidated damages in
connection with contractual penalty provisions. Such
damages can be substantial and can accrue on a daily
basis.
In addition, the Corporation sometimes partners with
construction delivery professionals on engineering,
procurement and construction projects. In such cases,
the Corporation may be required to assume design risks,
certain procurement and construction risks, except for
any risks that are contractually assumed by the client,
which any assumption thereof could result in financial
losses to the Corporation.
The Corporation may have pending claims made to
clients under some of its contracts for payment of work
performed beyond the initial contractual requirements. In
general, the Corporation cannot guarantee that such
claims will be approved by its clients in whole, in part, or
at all. If these claims are not approved, the Corporation’s
revenues may be reduced in future periods or a dispute
(including legal proceedings) could arise which could be
detrimental to the Corporation.
In addition, certain contract bidding frameworks are
inherently stringent and inflexible, which limits the ability
of a bidder or tenderer to negotiate certain contractual
terms and conditions. These types of contracts could
potentially expose the Corporation to significant
additional risks or costs, including making any pricing
adjustment difficult in a highly inflationary environment,
that could lead to lower margins and adversely affect the
profitability of the Corporation’s projects.
Economic environment
Demand for the Corporation’s services can be impacted
by economic factors and events. Global and local capital
and credit markets and global and local economies may
experience significant uncertainty, characterized by the
bankruptcy, failure, collapse or transactions in one or
more market sectors, including financial institutions, and
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WSP Global Inc.
Management's Discussion and Analysis
2024
a considerable level of intervention from governments
and international organizations around the world.
Economic conditions in any of the markets in which the
Corporation operates may be weak and may remain
weak or become weaker in the future. In addition, many
governments used, or continue to use, significant levels
of fiscal stimulus in an attempt to avoid recessions and
now have significant and growing debts and deficits that
may require actions such as spending cuts and higher
taxes. Any of these conditions may impact demand for
the Corporation’s services by public and private entities
or impact our cost of doing business. Demand for the
Corporation’s services may also be vulnerable to
reductions in private industry spending resulting from
sudden economic downturns or changes in commodity
prices such as oil, natural gas or metals, which may
result in clients delaying, curtailing or cancelling
proposed and existing projects, in some cases with little
or no prior notice. Any of these conditions may adversely
affect the demand for the Corporation’s services.
In addition, currency and interest rate fluctuations,
financial market volatility or credit market disruptions
may limit the Corporation’s access to capital and may
also negatively affect the ability of the Corporation’s
customers to obtain credit to finance their businesses on
acceptable terms. If the operating and financial
performance
of
the
Corporation’s
customers
deteriorates or if they are unable to make scheduled
payments or obtain credit, the Corporation’s customers
may not be able to pay the Corporation. Any inability of
customers to pay the Corporation for its services may
adversely affect its backlog, earnings and cash flows.
Lastly, inflation, interest rates and construction costs
could reduce the demand for the Corporation’s services
in the markets in which it operates or may operate in the
future. The Corporation also generally bears the risk of
rising inflation in connection with fixed-price contracts
and may also bear inflation risk in relation to cost-plus
contracts with ceilings or contracts on a time and
material basis where hourly rates are fixed. In addition, if
the Corporation expands its business into markets or
geographic areas in which fixed-price work is more
prevalent, inflation may have a larger impact on the
Corporation’s results of operations. The impact of
inflation could also subject the Corporation to significant
cost pressure, including increasing costs of borrowing,
or lead to a decrease in the liquidity of capital markets.
Working with Government Agencies
The demand for the Corporation’s services is affected by
the level of government funding that is allocated for
rebuilding, improving, and expanding infrastructure
systems. The Corporation derives a significant portion of
its revenues from governments or government-funded
projects and expects to continue to do so in the future.
The level of government funding received by the
Corporation can be adversely affected by the residual
impacts of the COVID-19 pandemic (including future
budgetary constraints, concerns regarding deficits,
inflation and a recession), economic crisis, changes in
political priorities, changes in governments or delays in
projects caused by political deadlock.
The
success
and
further
development
of
the
Corporation’s business depend, in part, on the continued
funding of these government programs and on the
Corporation’s ability to participate in these programs.
However,
governments
may
not
have
available
resources to fund these programs or may decide not to
fund these programs for diverse political reasons.
Most government contracts are awarded through a
rigorous competitive process which may result in the
Corporation
facing
significant
additional
pricing
pressure, uncertainties, and additional costs. As such:
• Government contracts in most regions are based on
strict regulatory and statutory foundations of public
procurement. Non-compliance with these regulatory
requirements by the Corporation may result in
termination of contracts, suspension or debarment
from future governmental projects and/or other
sanctions including the imposition of penalties or
fines. The rising complexity of the geopolitical
landscape and macro-economic developments have
increased
uncertainty
surrounding
regulatory
requirements as well as funding for government
projects, which could negatively impact existing
government contracts or future contract awards to
the Corporation.
• Government contracts are typically subject to
renewal or extensions over a defined period, and thus
the Corporation cannot be assured of its continued
work under these contracts in the future. Government
budgetary approval procedures take place annually,
which may result in partial contract funding where
contract performance is expected to take more than
one year. Moreover, those budgetary processes may
also result in defunding where multi-year contracts
were partially funded in the early stages of
implementation.
• Government agencies can typically terminate these
contracts at their convenience or render the
Corporation
ineligible
to
contract
with
such
government agencies in the future. The Corporation
may incur costs in connection with the termination of
these contracts and suffer a loss of business.
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WSP Global Inc.
Management's Discussion and Analysis
2024
• In certain markets, contracts with government
agencies are subject to substantial regulation and
audit of the actual costs incurred. These audits can
result in a determination that a rule or regulation has
been violated or that adjustments are necessary to
the amount of contract costs the Corporation
believes are reimbursable by the agencies and the
amount of overhead costs allocated to the agencies.
Consequently, there may be a downward adjustment
to the Corporation’s revenues if costs already
recognized exceed the contractual entitlements, as
audited by the relevant government agency.
There can be no assurance that the Corporation will be
able to win new contracts or be awarded additional work
under existing contracts.
In addition, as part of its global business dealings with
different governmental bodies, entities and agencies in
each of the countries in which the Corporation operates,
WSP must comply with complex public procurement
laws and regulations aimed at ensuring that public
sector bodies award and manage contracts in a
transparent,
competitive,
efficient
and
non-
discriminatory manner in these jurisdictions. These rules
can also provide for verification processes and
disclosure requirements, as well as address national
security concerns, among other matters. WSP can be
subject to audits and investigations by government
departments and agencies with respect to compliance
with
these
rules.
Non-compliance
with
these
requirements may result in the Corporation incurring
penalties and sanctions, including contract termination,
suspension of payments, suspension or debarment from
doing business with the government, and fines. In
addition, WSP may be required to obtain authorizations
or certifications in order to enter into contracts with
governmental bodies, entities and agencies in certain
jurisdictions, which authorizations or certifications may
be revoked in a variety of circumstances, including at the
discretion of a governmental authority or if the
Corporation or its affiliates or directors or officers are
convicted of an offense. If the Corporation fails to
comply with these laws and regulations or the terms of
these
authorizations
or
certifications
or
if
the
Corporation, its directors, officers, employees or agents
commit legal violations or misconduct specified in any of
these rules, the Corporation could be subject to
mandatory or discretionary exclusion or suspension, on
a permanent or temporary basis, from contracting with
these governmental bodies, entities and agencies or
within certain jurisdictions, in addition to termination of
certain government contracts, fines, penalties and other
sanctions that could be imposed on the Corporation.
Upon conviction of an offense, the Corporation could be
debarred from participating in procurements with
governmental bodies, entities and agencies for extended
periods of time and suffer significant damage to its
reputation. The disqualification of the Corporation from
public contracts, the conviction of the Corporation with
respect to certain offenses or the institution of formal
charges with respect to such offenses in any jurisdiction
in which it has operations or carries out business
activities could impact its ability to bid, enter into or
perform public contracts or subcontracts in that and
other jurisdictions.
Challenges associated with size
In recent years, the Corporation has significantly
increased in size and, as at December 31, 2024, had
approximately
72,800
employees
globally.
The
Corporation must effectively communicate, monitor and
manage its culture, values, standards, internal controls
and policies throughout the larger organization. The
Corporation may not be able to achieve its strategic
objectives if it does not overcome the challenges
associated with managing cultural diversity and the
particularities of local markets. Cultural differences in
various countries may also present barriers to
introducing new ideas or aligning WSP’s vision and
strategy throughout the organization.
In addition, the size and scope of the Corporation’s
operations heighten the possibility that it will have
employees who engage in unlawful or fraudulent activity,
or otherwise expose it to business or reputational risks,
despite the Corporation's efforts to provide training and
maintain controls to prevent such instances. If the
Corporation cannot overcome these obstacles, it may
not be able to achieve its growth and profitability
objectives and/or it may suffer reputationally. In addition,
from time to time, the Corporation has made, and may
continue to make, changes to its operating model,
including how it is organized, to adapt to the needs and
size of its business evolution.There can be no assurance
that the Corporation will implement any such changes
successfully and in a timely manner .
Growth by acquisitions
A key part of our growth strategy is through M&A
activities; that is, acquiring firms that align with our
strategic objectives and/or that operate in geographies
and/or specialties that are complementary to our
existing operations. Management believes that growth
through acquisitions can enhance the Corporation’s
value proposition and can accelerate our ability to
achieve our strategic goals, including those outlined in
our 2025-2027 Global Strategic Action Plan. However, a
variety of factors may adversely affect the anticipated
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WSP Global Inc.
Management's Discussion and Analysis
2024
benefits of a given acquisition or prevent these from
materializing to the extent envisaged or at all, or from
occurring within the time periods forecasted by the
Corporation. Implementation of any strategic direction
presents
various
managerial,
organizational,
administrative, operational and other challenges. In
addition, entities the Corporation acquires may have
liabilities,
contingencies,
incompatibilities
or
other
obstacles to successful integration that the Corporation
failed to discover or was unable to accurately quantify in
the due diligence conducted prior to completion of an
acquisition.
Although we seek to complete a thorough due diligence
process in connection with any acquisition or related
transaction we pursue, there remains a level of risk
regarding the accuracy and completeness of the
information provided to the Corporation or our ability to
discover or accurately quantify certain liabilities,
deficiencies, contingencies or other obstacles to a
successful
integration,
particularly
in
competitive
processes, such as auction-style processes, where we
may not have access to all material information prior to
submitting a binding offer. While we strive to obtain
adequate indemnification rights from the sellers of
acquired businesses and/or insurance that could
mitigate certain of these risks, such rights may be
difficult to enforce, the losses may exceed any dedicated
escrow funds or holdbacks and the indemnitors may not
have the ability to financially support the indemnity, or
the insurance coverage may be unavailable or
insufficient to cover all losses.
In addition, as there is strong competition among
acquirers in our industry, it may prove increasingly
challenging to identify attractive targets for acquisitions,
and such firms may not be available on terms and
conditions, including pricing, that are acceptable to us,
which may negatively impact our ability to successfully
pursue our growth strategy. Existing cash balances and
cash flow from operations, together with borrowing
capacity under our credit facilities, may be insufficient to
make acquisitions. Future acquisitions may require us to
obtain additional equity or debt financing, which may not
be available on attractive terms, or at all.
Further, the Corporation may enter into new markets or
take on new activities as a result of its acquisitions. This
carries the risk that the Corporation may struggle to
efficiently or effectively exploit such new markets or
services, and/or to comply with laws and regulations
applicable thereto, or it may misjudge or inefficiently
mitigate the risks associated with these new markets or
activities.
The Corporation may not be able to successfully
execute on any or all of the initiatives contemplated
under its strategic direction, including those outlined in
its 2025-2027 Global Strategic Action Plan. Even if the
Corporation successfully implements this strategic
direction, there can be no guarantee that it will achieve
its intended objectives. Modifications to this strategic
direction may also be required to achieve such
objectives, which could delay or temporarily pause its
implementation.
Consummation of acquisitions may be subject to the
satisfaction of customary closing conditions, including
the receipt of any required regulatory approvals. One or
more of these conditions may not be fulfilled and,
accordingly, the transaction may not be consummated
or may be significantly delayed. If the transaction is not
consummated, we will have incurred costs, often
substantial, without realizing the expected benefits of the
acquisition. In addition, there may be challenges
associated with obtaining adequate insurance coverage
for the target’s operations prior to closing. To the extent
the market price of our shares reflects a market
assumption that the transaction will be consummated or
will be consummated within a particular timeframe, the
market price of our shares may decline. The
announcement of the transaction or its pendency can
cause uncertainty among clients and employees about
the effect of the transaction which could have an
adverse effect on the Corporation’s ability to maintain
existing business relationships or retain key employees.
The pursuit of the transaction will also require
management attention and use of internal resources that
would otherwise be focused on general business
operations. The Corporation may experience the failure
or delay in consummating a transaction, including the
diversion of management attention or loss of other
opportunities during the pendency of the transaction.
Furthermore, as we regularly review our global business
and operations, we may wish to divest certain of the
Corporation’s businesses that do not align with its
current and future strategy. Divestitures involve risks and
uncertainties and may take longer or be costlier than
expected, are subject to market conditions and may not
be completed at all. We may also retain liabilities related
to divested businesses post-disposal.
Acquisition integration and management
Achievement of the benefits of acquisitions depends in
part on successfully consolidating functions, integrating
and leveraging operations, procedures, systems, and
personnel in a timely and efficient manner, as well as the
Corporation’s ability to share knowledge and realize
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WSP Global Inc.
Management's Discussion and Analysis
2024
revenues, synergies and other growth opportunities
from combining acquired businesses and operations
with those of the Corporation. There is no assurance that
the Corporation will be able to successfully integrate its
acquisitions. Failure by the Corporation to effectively and
timely integrate acquired businesses, including the
integration of personnel, culture, values, operations,
standards, controls, procedures, policies and systems,
including IT systems, could lead to, among other matters:
a failure to realize anticipated benefits of one or more
acquisitions, including cost savings, synergies, business
opportunities and growth opportunities; unanticipated
operational
problems
resulting
in
inefficiencies,
expenses, including higher than anticipated integration
costs, liabilities and claims; an increase in our risk profile;
the loss or disengagement of certain key personnel; and
an increase in the risks to which the Corporation is
subject.
The successful integration of an acquired business is
subject to the risk that personnel and professionals from
the acquired business and the Corporation may not be
able to work together successfully, which could affect
morale and the Corporation’s operations. Cultural
differences, including but not limited to differences in
corporate cultures, may also present barriers to the
successful integration of businesses acquired by the
Corporation. Among other things, the Corporation may
seek to require as a condition of completion of one or
more acquisitions that key personnel and professionals
from the acquired business enter into employment
agreements for specified post-acquisition periods and/
or non-competition undertakings; however, there are
risks that such commitments will not be respected or
that the personnel and professionals subject to same or
other
personnel
and
professionals
will
not
be
successfully integrated as productive contributors to the
Corporation’s business. In addition, all acquisitions carry
the risk of the potential loss of key clients or key
personnel from either the Corporation’s current business
or the acquired businesses or that key personnel from
the acquired businesses may compete with the
Corporation’s business post-closing which would hinder
our ability to protect the goodwill acquired in connection
with
the
transaction,
impact
the
Corporation’s
performance of its services or the delivery of projects.
While in transition, the integration of information
technology systems and financial management systems
of acquired firms may expose us to information security
risks, cyber security risks, and gaps in internal controls,
in particular where there may be gaps in the security
protections implemented in target firms relative to the
standards implemented in the Corporation.
There may also be gaps in the standard contracts terms
implemented
in
target
firms
relative
to
those
implemented in the Corporation, resulting in less
favourable terms and conditions post-acquisition. The
implementation of WSP's contracting standards and
guidelines following completion may require significant
time and resources and correspondingly, result in
increased risk during the transition period.
Integration requires the dedication of substantial
management effort, time and resources, which may
divert Management’s focus and resources from other
strategic
opportunities
(including
other
potential
acquisitions) and from operational matters during the
integration process. The acquisition integration process
may also result in the disruption or loss of ongoing
business, client, employee and other relationships that
may adversely affect the Corporation’s ability to achieve
the anticipated benefits of a given acquisition. In
particular, major clients of the acquired businesses may
not be retained following the acquisition of such
businesses. The Corporation may not ever realize the full
benefits of an acquisition, including the synergies, cost
savings, or sales or growth opportunities.
Current or future legal proceedings
In the ordinary course of conducting its business, the
Corporation is, from time to time, threatened with, or
becomes subject to, various legal proceedings. Such
proceedings (which may include civil suits, demands for
arbitration or class actions) often allege professional
errors and omissions or other incidents that may occur
during the Corporation’s performance of its services or
the delivery of projects, or commercial or regulatory
disputes involving clients, service providers, partners,
project owners, contractors, or the Corporation’s
employees.
As part of its service offerings, the Corporation also
issues reports and opinions to clients based on its
professional engineering expertise, as well as its other
professional credentials, in compliance with applicable
laws, regulations and professional standards. The
Corporation could be liable to third parties who use or
rely upon such reports or opinions even if the
Corporation is not contractually bound to those third
parties. In particular, such third-party liability could
include expert liability under applicable laws. The
Corporation may not always have the ability to control
the manner in which its reports and work produced for
clients may be released, quoted from, or summarized in
the public domain. As a result, the Corporation could
attract liability if its clients reproduce such work products
to solicit funds from investors without appropriate
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WSP Global Inc.
Management's Discussion and Analysis
2024
disclaimers or context, or the information proves to be
incorrect, misleading, or incomplete.
In addition, legal proceedings may result from the
business historically carried on by the Corporation’s
predecessors as well as employees’ or former
employees’ failure to comply with applicable laws and
regulations.
On December 27, 2019, over 100 plaintiffs filed suit in the
US District Court for Washington, DC against a number
of US government contractors, including The Louis
Berger Group, Inc. and Louis Berger International, Inc.
(collectively, “LB”) which the Corporation acquired in
December 2018, alleging that between 2009 and 2017,
LB had violated the Anti-Terrorism Act. The Corporation
is of the view that LB has a strong defense on both the
legal aspects of the litigation and the factual
underpinnings in this complex and rarely litigated statute.
Preliminary motions to dismiss the proceedings have
been filed by the Defendants. However, the Corporation
cannot, at this preliminary stage, predict the outcome of
this suit, potential losses or the impact on its reputation.
Defending lawsuits of this nature or arising out of any of
the services provided by the Corporation could require
substantial attention from Management, necessitate
financial resources to defend such claims and/or result
in significant attorney fees, damage awards and the
imposition of significant fines, penalties or injunctive
relief for which the Corporation may not be fully insured
and which could harm its reputation, thereby affecting its
ability to bid on and/or secure future projects and retain
qualified employees. Even if the Corporation is
successful or if it is fully indemnified or insured, such
lawsuits could damage the Corporation’s reputation and
make it more difficult to compete effectively or obtain
adequate insurance in the future. In addition, the
institution of proceedings against the Corporation may
have to be immediately accounted for in the results of
the Corporation, the magnitude of which the Corporation
may not predict.
Reputation
To remain competitive, the Corporation depends to a
large extent on its relationships with its clients and its
reputation for high-quality professional services and as a
professional services firm that complies with the highest
ethical standards. This positive reputation plays an
important role in the Corporation’s long-term success
and is crucial for it to continue to compete effectively
and maintain its goodwill. The Corporation may not be
able to meet its clients’ expectations in the course of a
project, or the occurrence of events outside of the
control of the Corporation including the possibility of a
catastrophic failure or incident affecting such a project,
which could have a negative impact on how it is
perceived in the market. Further, the Corporation’s
failure to comply with applicable laws, regulations or
generally recognized and accepted guidelines on
corporate, environmental, social (including health and
safety), and governance responsibilities, failure to
adequately report on or meet its environmental, social
and governance objectives, human rights standards or
commitment of any acts of misconduct or corruption,
illegal political contributions, alleged or proven non-
compliance with laws or regulations, anti-competitive or
criminal acts or other ethics-related acts or omissions by
its
officers,
directors,
employees,
subconsultants,
contractors, agents, clients, third party suppliers and/or
partners could negatively impact the Corporation’s
reputation. Harm to the Corporation’s reputation could
also arise from a number of other factors, including
questions surrounding competence, data breaches,
actual or alleged quality, timing or performance issues
on its projects, a poor health and safety record or the
accuracy and quality of financial reporting and public
disclosure. Any negative publicity about, or significant
damage to, the Corporation’s reputation and image
could have an adverse impact on client, employee and
investor perception and confidence and may result in the
cancellation of current projects and adversely impact its
ability to secure future projects, affect the Corporation’s
ability to attract or retain qualified personnel, or
negatively impact the Corporation’s relationship with its
investors
and
potential
investors.
Also,
the
pervasiveness and viral nature of social media could
exacerbate any negative publicity with respect to the
Corporation's business.
Insurance limits
The Corporation maintains comprehensive insurance
coverage for various aspects of its business and
operations, to provide indemnity for its losses and
liabilities. The Corporation’s insurance programs are
subject to varying coverage limits, retentions as well as
exclusions that are customary or reasonable given the
cost
of
procuring
insurance,
current
operating
conditions, and other relevant considerations. As a
result, the Corporation may be subject to future liability
for which it is only partially insured, or completely
uninsured. The Corporation is of the view that its
insurance program addresses all material insurable risks
and provides coverage that is in accordance with what
would be maintained by a prudent operator of a similar
business. However, there can be no guarantee that such
insurance will continue to be offered on economically
feasible terms, that all events that could give rise to a
loss or liability are or will be insurable, or that the
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WSP Global Inc.
Management's Discussion and Analysis
2024
amounts of insurance will always be sufficient to cover
every loss or claim that may occur involving the
Corporation’s assets or operations.
Risks related to AI and other emerging
technologies
The digital transformation and the adoption of emerging
technologies, such as AI and Quantum Computing,
require continued focus and investment. While not
adopting such technologies could be a threat to the
Corporation’s ability to adapt and evolve in its
competitive markets, the adoption of such technologies
poses certain risks including:
• Accuracy and bias: AI tools may generate inaccurate
or unreliable output which may be biased or
discriminatory, include unethical or inappropriate
content. If AI output is relied upon with insufficient
human validation, there may be an increased risk of
errors and omissions in the Corporation’s services
and work products, and consequently, increased risk
of litigation and claims and erosion of trust with
clients.
• Data privacy and confidentiality of client, personal
and corporate data: information provided to public AI
services may be stored and re-used in the tool. In the
event the Corporation provides data to these
services it would not be protected against disclosure
and may be permanently available to third parties,
increasing compliance risks with data protection
laws,
AI
regulation
and
client
contractual
requirements.
• Regulation:
failure
to
comply
with
emerging
regulations, data protection laws or contractual
obligations relating to AI may lead to additional
compliance risks for the Corporation.
• Intellectual property: AI service providers may pose
aggressive terms and conditions on the ownership
and use of information provided by or to the tool,
raising the risk of losing intellectual property
protection and infringing clients’ or other third parties’
intellectual property rights.
• Human
resources:
The
effective
adoption,
integration, and leveraging of existing and emerging
technologies, including AI and machine learning
systems, into our operations can present operational
risks, impact utilization rates, and require significant
investment of time and resources to train our
employees to successfully leverage a broad range of
technological advances to perform their work and
ensure adequate delivery of services to our clients.
Although the Corporation has established internal
controls and processes regarding AI, these may not be
sufficient to adequately protect against all associated
risks. This may result in fines, penalties, litigation and
impact
our
reputation
and
client
confidence.
Furthermore,
there
can
be
no
assurance
that
investments made in these technologies and related
processes and tools will provide a valuable return to the
Corporation.
Controls and disclosure
Inherent limitations to the Corporation’s internal or
disclosure
controls
could
result
in
a
material
misstatement of financial information or other metrics
disclosed by the Corporation, which could cause the
Corporation to incur incremental compliance costs, fail
to meet its public reporting requirements or require a
restatement of its financial statements. The Corporation
maintains accounting systems and internal controls over
its financial reporting and disclosure controls and
procedures. The Corporation is also implementing
controls and procedures for its ESG information. There
are inherent limitations to any control framework, as
controls
can
be
circumvented
by
individuals
(intentionally or otherwise), collusion of two or more
individuals, management override of controls, lapses in
judgment, and breakdowns resulting from human error.
There are no systems or controls that can provide
absolute assurance that all fraud, errors, circumvention
of controls or omission of disclosures are prevented or
detected. Such fraud, errors, circumvention of controls
or omission of disclosure could result in a material
misstatement of financial information or other metrics
disclosed by the Corporation. Also, projections of any
evaluation of the effectiveness of controls 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. Inadequate controls could also result in
fraud and inappropriate decision-making based on non-
current internal information.
Increasing requirements and stakeholder
expectations regarding ESG matters
The Corporation and its clients are facing increasing
ESG risk management and reporting expectations driven
by stakeholders including clients, investors, employees
and communities as well as by an increasing number of
regulatory requirements globally. These expectations
and obligations are expected to continue to evolve in the
near future.
Through its designs and advisory services, as well as
through its own actions, WSP is committed to helping
address and solve some of the most pressing
environmental and social issues. The Corporation has
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WSP Global Inc.
Management's Discussion and Analysis
2024
pledged to reduce its greenhouse gas (“GHG”)
emissions, create a more inclusive and diverse
workplace, protect the health, safety and well-being of
its workforce, and assess its impacts on biodiversity,
among
other
ESG
commitments.
Some
of
the
Corporation’s commitments have been included in its
credit agreement, under which certain borrowing costs
may be impacted by whether or not targets have been
achieved. The achievement of these goals and
objectives is subject to risks and uncertainties, notably
for targets that are not under the Corporation’s direct
control, such as the GHG emissions reductions of its
business partners and suppliers (scope 3 emissions).
The Corporation offers advisory services in relation to
setting ESG targets and reporting on frameworks and as
such, is subject to increased scrutiny of its corporate
ESG disclosures. More acute generalized scrutiny also
adds pressure to secure reliable and precise ESG data
with clear accountability across the organization and to
deploy robust data collection processes with effective
controls that will allow external verification in the near
future. As a result, if the Corporation misses its stated
ESG targets, or fails to accurately manage, measure or
report on its progress in relation to such ESG targets,
this could have financial, reputational, legal and
regulatory
repercussions.
For
example,
the
Corporation’s activities are rated by ESG rating
agencies, and the resulting scores and rankings are
used as an investment tool, notably among institutional
investors. Failure by the Corporation to reach its ESG
targets could potentially lead to downgrades in its
ratings and loss of clients, partners or internal talent.
In addition, the emergence of ‘’greenwashing’’ litigation
by various groups creates a new and evolving set of
compliance risks. Furthermore, gaps in perception and
acceptability of how ESG factors in shareholder value
also call for increased vigilance when it comes to ESG
reporting and communication. There is an increasing risk
that any action, or inaction, by the Corporation could be
perceived negatively by at least some stakeholders.
If the Corporation’s ESG risk management and reporting
practices fail to achieve the expectations of its
stakeholders, this could influence investor or client
behaviour and negatively affect our reputation.
Challenges associated with infectious disease
outbreaks
Infectious disease outbreaks, including epidemics,
pandemics such as COVID-19 or similar widespread
public health concerns, can cause serious demand,
supply and operational challenges to the Corporation.
These public health concerns pose the risk that our
employees, clients, subconsultants and other 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.
Pathogens are constantly and rapidly evolving and they
are impacted by climate change which also increases
the spread of infectious diseases.
The likelihood and magnitude of such impacts or the
occurrence of any such infectious disease outbreaks are
inherently difficult to predict and will depend on many
factors
beyond
the
Corporation’s
control
and
knowledge. The Corporation’s business continuity plans
may be not be sufficient to adequately mitigate any
impacts if infectious disease outbreaks continue to
materialize.
Joint arrangements
As part of its business strategy, the Corporation may
enter into certain contracts through joint arrangements
with unaffiliated third parties such as joint ventures,
partnerships or other strategic alliances. The success of
the Corporation’s joint arrangements depends, in part,
on the satisfactory performance by its partners of their
respective obligations. The failure or unwillingness of
any partner in a joint arrangement to perform its
obligations or to provide the required levels of financial
support could impose financial and performance
obligations on the Corporation that could result in
increased costs. If these circumstances occur, the
Corporation may be required to pay financial penalties or
liquidated damages, provide additional services outside
of its responsibilities, or make additional investments to
ensure adequate performance and delivery of the
contracted services. Under agreements with joint and
several (or solidary) liabilities or whereby the work to be
delivered to our client is integrated with our contract
partners, the Corporation could be liable for both its own
obligations
and
those
of
its
partners.
These
circumstances could also lead to disputes and litigation
with the Corporation’s partners or clients.
Climate change and related physical and
transition risks
As an organization providing consultancy services with
no significant real estate assets, the Corporation
believes its financial exposure to acute physical impacts
from climate change is limited. However, there is the
potential that changes in climate such as increasing
heatwaves, sea level rise, extreme weather events,
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WSP Global Inc.
Management's Discussion and Analysis
2024
storm-related flooding or extended drought, or other
acute or chronic changes to the climate could disrupt its
clients’ projects, its project delivery, or the health and
safety of its employees. The effects of climate change
and extreme weather events on the Corporation’s clients
have the potential to cause negative impacts on the
Corporation, including work stoppages, project delays,
financial losses and additional costs to resume
operations, including increased insurance costs or loss
of coverage, legal liability and reputational losses.
Existing business continuity plans may not be sufficient
to enable the Corporation to recover from these
negative impacts.
Generally, the Corporation occupies modern offices in
well-connected locations. It also has significant regional,
national and global presence to ensure that all offices
would not be disrupted by adverse climate impacts at
the same time. However, the health and well-being of our
employees may be impacted if there are significant,
region-wide events such as heatwaves or extreme
weather, regardless of where employees are working,
which may impact project delivery. The Corporation
conducts outdoor field activities in the course of its
projects, including but not limited to professional
surveying, resident engineering services, field data
surveys
and
collection,
archeology,
geotechnical
investigations and exploratory geological or geo-
environmental
drilling,
construction
oversight
and
inspection, and plant start-up, testing and operations.
Therefore, extreme weather events could also hinder the
ability of its field employees to perform their work, which
may result in delays or loss of revenues, while certain
costs continue to be incurred.
In addition to physical risks, climate change poses
transitional risks to the Corporation such as market and
technology shifts, which could result in decreased
demand for some of the Corporation's services.
Furthermore, policy changes made by governments in
response to climate concerns could increase the costs
or impact the viability of projects for some clients, or
alternatively increase demand for some of our services.
It is currently difficult to predict the outcome of climate-
related proposals and their impact on the Corporation
and its clients.
Ecological and social impacts of projects
WSP works in industries including energy, mining, water,
transportation and infrastructure, where related projects
may impact the environment or local or Indigenous
communities or take place in regions subject to
geopolitical tensions or with elevated human rights
concerns. The impacts of our clients’ projects may
include a reduction in biodiversity, deforestation, water
pollution, displacement of local populations, otherwise
disrupt communities or lead to the loss of territories
claimed by certain groups. Beyond abiding by all
applicable laws and regulations, the Corporation’s
clients must gain social acceptance for their projects
from a wide number of stakeholders. Failure to involve
concerned citizens and impacted communities in
decision-making could lead to negative publicity,
protests, litigation, policy changes, or even cancellation
of projects.
Reliance on suppliers and subconsultants
The Corporation engages with a large number of third-
party suppliers and subconsultants to fulfill its obligations
towards its clients. The proper and profitable completion
of some contracts depends to a large extent on the
satisfactory performance of the subconsultants that
complete different elements of the work delivered by the
Corporation to its clients. If these subconsultants do not
perform to acceptable standards or fail to deliver as per
the agreed schedule, the Corporation may have to
replace its subconsultant to complete the subcontracted
deliverables and the Corporation’s ability to fulfill its
obligations may be jeopardized. This may result in
additional costs to the Corporation which could impact
profitability
on
a
specific
job
and
in
certain
circumstances may lead to margin erosion, significant
losses, dissatisfied clients and claims.
The Corporation may not be able to successfully flow
down
its
contractual
liability
adequately
and
proportionately to its suppliers and subconsultants and
ensure
that
any
such
third
party,
supplier
or
subconsultant deliver on their contractual commitments
or meet the Corporation’s expectations set out in its
Business Partners Code of Conduct.
Protection of intellectual property rights
The Corporation’s technology and intellectual property
provide, in certain instances, a competitive advantage.
Where appropriate, the Corporation seeks to protect its
technology
and
intellectual
property,
including
trademarks, patents, copyright, know-how and industrial
designs, by relying on registration, licensing, security
controls and other available mechanisms, as well as by
implementing the proper legal contractual arrangement
and non-disclosure agreements. However, there is no
assurance that such measures will be enforceable or
adequate. Trade secrets are generally difficult to protect.
Our employees and contractors are subject to
confidentiality obligations, but this protection may be
inadequate to deter or prevent misappropriation of our
confidential information and/or infringement of our
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WSP Global Inc.
Management's Discussion and Analysis
2024
intellectual property. If the Corporation is not able to fully
protect its intellectual property rights or detect any
unauthorized use of same or otherwise take appropriate
steps to enforce its rights, they could be invalidated,
circumvented, challenged or become obsolete which
could adversely impact the Corporation’s capacity to
differentiate itself from its competitors. Litigation to
determine the scope of intellectual property rights, even
if ultimately successful, could be costly and could divert
management’s attention away from other aspects of our
business.
Clients and third parties occasionally provide the
Corporation with access to their technology and
intellectual property, and although the Corporation takes
reasonable steps to protect such information from
improper use or distribution, there is a risk that it may not
be adequately protected which could lead to claims and
litigation and resulting liabilities, loss of contracts or other
consequences. In addition, the Corporation publishes
numerous articles and reports, in a variety of websites,
journals or magazines and may, even unintentionally,
entail copyright infringement. The Corporation may face
allegations or claims by clients and third parties of
infringement, misappropriation or other violations of their
intellectual
property
rights.
Any
infringement,
misappropriation or related claims, whether or not
meritorious, could be time consuming, divert technical
and management personnel, and costly to resolve and
could substantially harm our business and overall
reputation.
Changes to backlog
The Corporation cannot guarantee that the revenues
projected in its backlog will be realized or, if realized, will
result in profits. Projects may remain in the backlog for
an extended period of time. In addition, project delays,
suspensions, terminations, cancellations, reductions in
scope or other adjustments do occur from time to time in
the Corporation’s industry due to considerations beyond
its control and may have a material impact on the value
of reported backlog. Future project cancellations and
scope adjustments could further reduce the dollar
amount of the backlog and the revenues that the
Corporation actually receives.
In addition, most of the Corporation’s contracts contain
“termination for convenience” or termination upon short
notice provisions, which permit the client to terminate or
cancel the contract at its convenience upon providing
the Corporation with notice of a specified period of time
before the termination date or paying the Corporation
equitable compensation or both, depending on the
specific contract terms. In the event a significant number
of the Corporation’s clients were to avail themselves of
such “termination for convenience” provisions, or if one
or more significant contracts were terminated for
convenience, the Corporation’s reported backlog would
be adversely affected. Although the Corporation’s
revenues do not materially depend on any specific client,
there can be no assurance that the Corporation will be
able to retain its relationships with its largest clients.
If
a
significant
backlog
adjustment
occurs,
the
Corporation could incur costs resulting from reductions
in staff that would have the effect of reducing its net
earnings.
Work stoppage and labour disputes
As at December 31, 2024, employees predominantly
in the Nordics, Brazil, Canada and Central Europe,
representing approximately 11.1% of the Corporation's
total employee population were unionized. Although
the Corporation believes that it has good relations
with its employees, the Corporation has in the past
experienced labour disputes with its employees and
could experience such conflicts in the future which
could lead to strikes, loss of productivity, project
interruptions, financial losses or damages to the
Corporation’s reputation as an employer of choice.
There is a risk that the Corporation may experience a
lengthy strike or other work stoppage, caused by or
involving unionized or non-unionized employees.
There is an inherent risk that ongoing or future
negotiations
related
to
collective
bargaining
agreements or union representation may not be
favourable to the Corporation. From time to time, the
Corporation has also faced attempts to unionize the
Corporation’s non-unionized employees. Such efforts
can often disrupt or delay work and present risk of
labour unrest.
RISKS RELATED TO THE
CORPORATION'S LIQUIDITY,
CAPITAL RESOURCES AND
FINANCIAL POSITION
Deterioration of financial position or net cash
position
The Corporation relies both on its cash position as well
as on the bank, credit and capital markets to provide a
portion of its capital requirements and it is, in certain
instances, required to obtain bank guarantees, letters of
credit and/or performance and payment bonds as a
means to secure its various contractual obligations.
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WSP Global Inc.
Management's Discussion and Analysis
2024
Significant instability or disruptions of the capital
markets, including the credit markets, or a deterioration
in or weakening of its financial position, including its net
cash position, due to internal or external factors, could
restrict or prohibit the Corporation’s access to, or
significantly increase the cost of, one or more of these
financing sources, including credit facilities, the issuance
of long-term debt (such as the issuance of debentures,
bonds or notes). There can be no assurance that the
Corporation will maintain an adequate net cash position
and generate sufficient cash flow from operations to
fund its operations and liquidity needs and service its
debt.
In addition, the Corporation is often required to provide
bank guarantees, and surety bonds to guarantee its
contractual and project obligations.
Substantial
drawdowns
on
surety
bonds
bank
guarantees by one or more third parties could, among
other things, significantly reduce the Corporation’s cash
position.
Working capital requirements
The Corporation may have significant working capital
requirements. In some cases, the Corporation may
require significant working capital to finance the
performance of engineering and other work on certain
projects before it receives payment from clients. In other
cases, the Corporation is contractually obligated to its
clients to fund working capital on projects.
Further, significant deterioration of the current global
economic
and
credit
market
environment
could
challenge the Corporation’s efforts to maintain a
diversified asset allocation with credit worthy financial
institutions.
In addition, the Corporation may invest some of its cash
in longer-term investment opportunities, including the
acquisition of other entities or operations, capital
expenditures, the reduction of certain liabilities such as
unfunded pension liabilities and/or repurchases of the
Corporation’s outstanding shares. To the extent the
Corporation uses cash for such other purposes, the
amount of cash available for the working capital needs
described above would be reduced.
Accounts receivable
The Corporation carries a level of accounts receivable
on its balance sheet typical of the professional services
industry. This value is spread among numerous
contracts and clients. While this diversification is a
mitigating factor, the Corporation performs regular
reviews of accounts receivable to identify clients with
overdue payments and resolve issues causing any
delays, including issues relating to the financial capacity
of such clients, there can be no assurance that
outstanding accounts receivable will be paid on a timely
basis or at all. Concentration of credit risk from clients in
a specific geographic area or industry could occur from
continuing negative trends or a deterioration in the
financial condition of specific geographic areas or
industries. This concentration as well as significant
changes in regulation could make us susceptible to
disproportionately high levels of default by those clients.
While the Corporation maintains provisions to account
for projected collection issues, such provisions are
based on estimates and projections which may differ
significantly from actual results.
The Corporation’s credit risk is principally attributable to
its trade receivables. The amounts presented in the
balance sheet are net of expected credit losses,
estimated by Management and based, in part, on the age
of the specific receivable balance and the current and
expected collection trends. Generally, although credit is
extended following an evaluation of creditworthiness,
the Corporation does not require collateral or other
security from customers for trade accounts receivable.
There is a risk that the Corporation may hold large
balances of accounts receivable that are uncollectible.
Financial Leverage and raising capital
The Corporation has financial indebtedness as set forth
in its Annual Information Form for the year ended
December 31, 2024. The Corporation may draw on its
credit facilities or may issue other debt instruments, such
as bonds, to fund its activities, including acquisitions it
may complete from time to time. Depending on its level
of indebtedness, the Corporation could be required to
dedicate an important part of its cash flow to making
interest and capital payments on its indebtedness, which
could have other important consequences for investors,
including the following:
• it may limit the Corporation’s ability to make
investments that are important to its growth and
strategies while meeting its other cash needs or
obtain additional financing for working capital, capital
expenditures, debt service requirements, acquisitions
and general corporate or other purposes;
• certain of the Corporation’s borrowings are at
variable interest rates and expose the Corporation to
the risk of increased interest rates;
• it may limit the Corporation’s ability to adjust to
changing
market
conditions
and
place
the
Corporation at a competitive disadvantage compared
to its competitors that have less debt;
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WSP Global Inc.
Management's Discussion and Analysis
2024
• it may negatively impact the Corporation’s credit
ratings;
• the Corporation may not be able to declare and pay
dividends on its shares or may have to lower the
dividends it declares and pays on its shares; and
• the Corporation may be vulnerable in a downturn in
general economic conditions.
Under the terms of the contracts governing its
indebtedness, the Corporation is permitted to incur
additional debt in certain circumstances. However, doing
so could increase the risks described above. Under its
credit facility and trust indenture, the Corporation is
required, among other conditions, to respect certain
covenants on a consolidated basis. The main covenants
are in regard to its consolidated funded debt to
consolidated
adjusted
EBITDA
and
the
interest
coverage ratios, which are non-IFRS measures.
Management reviews compliance with these covenants
on a quarterly basis in conjunction with filing and
reporting requirements under its credit facility and trust
indenture. A breach of any covenant or our inability to
comply with the required financial ratios could result in a
default under our credit facilities and limit our ability to do
further borrowing. In addition, the Corporation conducts
its business through its subsidiaries and as such, its cash
flow and ability to service its debt obligations are
dependent upon the earnings of its subsidiaries, and the
distribution of those earnings to the Corporation, or upon
loans, advances or other payments made by these
entities to the Corporation. The ability of these
subsidiaries to pay dividends or make other loans,
advances or payments to the Corporation is dependent
upon their operating results and is subject to applicable
laws.
The Corporation may not be able to obtain capital on
acceptable terms in order to fund its growth strategy,
and may be required to reduce the scope of its
anticipated expansion. Using internally generated cash
or taking on high levels of debt to complete acquisitions
could substantially limit the Corporation’s operational
and financial flexibility. The extent to which the
Corporation will be able or willing to issue equity as a
means of financing acquisitions will depend on the
market value of its shares from time to time and the
willingness of potential sellers to accept its shares as full
or partial consideration. The Corporation may also be
required to incur additional debt if it acquires another
business, which could increase its debt repayment
obligations.
In addition, the Corporation may also be required to raise
additional capital in the public or private markets to
support its strategy and operational needs in the future.
The availability of future financing will depend on
prevailing market conditions, and the acceptability of
financing terms offered. There can be no assurance that
future financing will be available, or available on
acceptable terms, in an amount sufficient to fund its
needs, especially during periods of economic downturn.
Impairment of long-lived assets
Because the Corporation has grown in part through
acquisitions, goodwill and intangible assets represent a
substantial portion of the Corporation’s assets. As at
December 31, 2024, the Corporation had $9.45 billion of
goodwill, representing 47% of its total assets of
$20.20 billion. Under IFRS, the Corporation is required to
test goodwill and indefinite-lived intangible assets
carried in its consolidated statement of financial position
for possible impairment on an annual basis; the
Corporation uses a fair value approach. The Corporation
has chosen to perform its annual impairment review of
goodwill on the first day of the Corporation’s fourth
quarter of its fiscal year. The Corporation is also required
to test long-lived assets for impairment between annual
tests if events occur or circumstances indicate that an
asset or Cash Generating Unit ("CGU") may be impaired.
These events or circumstances could include a
significant change in the business climate, including a
significant sustained decline in a CGU’s market value,
legal
factors,
operating
performance
indicators,
competition, sale or disposition of a significant portion of
its business, potential government actions toward its
facilities, and other factors. If the recoverable amount of
a CGU is less than its carrying value, the Corporation
would be required to record an impairment charge. The
amount of any impairment could be significant.
Foreign currency exposure
Foreign currency risk is the risk that fair value of an asset
or liability or future cash flows will fluctuate because of
changes in foreign exchange rates, and where a change
in exchange rates would have a direct impact on net
earnings of the Corporation. The Corporation operates
internationally which significantly increases its exposure
to the foreign currency risk arising from its operating
activities denominated in various currencies, including
US dollars, pounds sterling, Swedish kronas and
Australian dollars and to its net assets in foreign
operations. A significant portion of the Corporation’s
earnings and net assets is denominated in multiple
foreign currencies, including US dollar, pound sterling,
Swedish krona and Australian dollars. Accordingly,
fluctuations in exchange rates between the Canadian
dollar and such currencies may pose a risk to the
Corporation. Future events that may significantly
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WSP Global Inc.
Management's Discussion and Analysis
2024
increase or decrease the risk of future movement in the
exchange rates for these currencies cannot be
predicted.
In situations where revenues and costs are transacted in
different currencies, the Corporation sometimes enters
into foreign exchange derivatives in order to limit its
exposure to fluctuating foreign currencies. Nonetheless,
future cash flows in a foreign currency carry the risk that
the foreign currency will fluctuate in value before the
transaction in question is completed and the currency is
exchanged into the Corporation’s functional currency.
Income taxes
The Corporation is subject to income taxes in various
foreign jurisdictions. The tax legislation, regulation and
interpretation that apply to its operations are continually
changing. In addition, deferred income 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 the Corporation
operates. Significant judgment is required in determining
required provision for income taxes and Management
uses accounting and fiscal principles to determine
income tax positions that it believes are likely to be
sustained by applicable tax authorities. However, there is
no assurance that the Corporation's tax benefits or tax
liability will not materially differ from its estimates or
expectations. In the ordinary course of business, there
are many transactions and calculations where the
ultimate tax determination is uncertain. The Corporation
is regularly under audit by tax authorities. It is these tax
authorities that will make the final determination of the
actual amounts of taxes payable or receivable, of any
deferred income tax benefits or liabilities and of income
tax expense that the Corporation may ultimately
recognize. Although Management believes that its
income tax estimates and tax positions are reasonable,
they could be materially affected by many factors
including the final outcome of tax audits and related
litigation, the introduction of new income tax accounting
standards,
legislation,
regulations,
and
related
interpretations, the Corporation’s global mix of earnings,
the realizability of deferred income tax assets and
changes in uncertain tax positions. The Corporation may
also experience a significant increase or decrease in its
effective income tax rate. Any of the above factors could
affect the operations and profitability of the Corporation,
the availability of tax credits, the cost of the services it
provides, and the availability of deductions for operating
losses as the Corporation grows its business.
21 ADDITIONAL INFORMATION
Additional information regarding the Corporation is
available on our website at www.wsp.com and on
SEDAR+ at www.sedarplus.ca. The Corporation's
Annual
Information
Form
for
the
year
ended
December 31, 2024 is available on these websites.
The common shares of the Corporation are traded on
the Toronto Stock Exchange under the symbol “WSP”.
As at December 31, 2024, the Corporation had
130,479,453 common shares outstanding. As at
February 25, 2025, the Corporation had 130,496,318
common shares outstanding.
The Corporation has no other shares outstanding.
As at February 25, 2025, 706,339 stock options were
outstanding at exercise prices ranging from $41.69 to
$210.64.
Under the Corporation's share unit plan, which forms
part of its long-term incentive plans, vested redeemable
share units may be redeemed for common shares of the
Corporation or cash, at the choice of the participant.
Subject to the achievement of specified performance
measures and objectives, the Corporation's redeemable
share units outstanding as at February 25, 2025, could
be redeemed for a maximum of 395,473 common
shares of the Corporation, when vested.
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WSP Global Inc.
Management's Discussion and Analysis
2024
22 GLOSSARY OF SEGMENT REPORTING,
NON-IFRS AND OTHER FINANCIAL
MEASURES
Net revenues and related measures
Net revenues is defined as revenues less direct costs
for subconsultants and other direct expenses that are
recoverable directly from clients.
Net revenues is a segment reporting measure and a total
of segments measure, without a standardized definition
within IFRS, which may not be comparable to similar
measures presented by other issuers.
Management analyzes the Corporation's financial
performance in relation to fee-based revenues, or net
revenues, since direct recoverable costs can vary
significantly from contract to contract and are not
indicative of the performance of the professional
consulting services business. Refer to section 8.1, “Net
revenues”, for reconciliations of revenues to net
revenues.
Net revenue organic growth (contraction) is the
measure of period-over-period change in net revenues,
excluding net revenues of businesses acquired or
divested in the twelve months following the acquisition
or prior to the divestiture, expressed as a percentage of
the comparable period net revenues, adjusted to
exclude net revenues of divested businesses, all
calculated to exclude the impact of foreign exchange.
Net revenue acquisition growth is the measure of net
revenues of acquired businesses in the twelve months
following the acquisition, expressed as a percentage of
the comparable period net revenues, all calculated to
exclude the impact of foreign exchange.
Divestiture impact is the measure of net revenues of
divested businesses in the twelve months prior to the
divestiture,
expressed
as
a
percentage
of
the
comparable period net revenues, both calculated to
exclude the impact of foreign exchange.
These net revenue growth (contraction) measures are
supplementary financial measures without standardized
definitions within IFRS, used to analyze the period-over-
period variances in net revenues. Other issuers may
define similar measures differently and, accordingly,
these measures may not be comparable to similar
measures used by other issuers.
Backlog and related measures
Backlog represents future revenues stemming from
existing signed contracts with customers, comprised of
the value of firm orders only and excludes any variable
consideration that is not highly probable. For public-
sector clients funded by a governmental body, funding
has been confirmed.
Organic backlog growth (contraction) is the firm order
intake less revenues for the period, both calculated to
exclude the impact of foreign exchange, and also
excluding order intake through business acquisitions in
the period, net of divestitures, expressed as a
percentage of the opening backlog for the period.
Refer to section 8.2 "Backlog", for the year-to-date roll of
backlog, including the organic order intake.
Organic
backlog
growth
(contraction)
is
a
supplementary
financial
measures
without
a
standardized definitions within IFRS, used to analyze the
period-over-period variances in backlog. Other issuers
may
define
a
similar
measure
differently
and,
accordingly, this measure may not be comparable to
similar measures used by other issuers.
Adjusted EBITDA and adjusted EBITDA
margin
Adjusted EBITDA is defined as earnings before net
financing expense (except interest income), income tax
expense, depreciation, amortization, impairment charges
on long-lived assets and reversals thereof, share of
income tax expense and depreciation of associates and
joint ventures, acquisition, integration and reorganization
costs and ERP implementation costs. Adjusted EBITDA
margin is defined as adjusted EBITDA expressed as a
percentage of net revenues.
Adjusted EBITDA is a non-IFRS financial measures.
Adjusted EBITDA margin is a non-IFRS ratio. These
measures have no standardized definitions under IFRS,
and,
accordingly,
these
measures
may
not
be
comparable to similar measures used by other issuers.
Management analyzes the Corporation’s financial
performance in relation to adjusted EBITDA as it
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Management's Discussion and Analysis
2024
believes this metric allows comparability of operating
results from one period to another. These measures
exclude the effects of items that primarily reflect the
impact of long-term investment and financing decisions,
rather than the results of day-to-day operations. Refer to
section 8.3, “Adjusted EBITDA”, for reconciliations of
EBIT to adjusted EBITDA.
Adjusted EBITDA by segment and adjusted
EBITDA margin by segment
Adjusted EBITDA by segment is defined as adjusted
EBITDA excluding head office corporate costs. Head
office corporate costs are expenses and salaries related
to centralized functions, such as head office finance,
human resources and technology teams, which are not
allocated to reportable segments. Adjusted EBITDA
margin by segment is defined as adjusted EBITDA
before head office corporate costs expressed as a
percentage of net revenues.
These are segment reporting and total of segments
measures without standardized definitions within IFRS.
Other issuers may define adjusted EBITDA by segment
differently and, accordingly, this measure may not be
comparable to similar measures used by other issuers.
These metrics provide Management with comparability
from one reportable segment to another. Refer to
section 8.3, “Adjusted EBITDA”, for reconciliations of
adjusted EBITDA to adjusted EBITDA by segment and of
EBIT to adjusted EBITDA.
Adjusted net earnings and adjusted net
earnings per share
Adjusted net earnings is defined as net earnings
attributable to shareholders excluding:
•
amortization of intangible assets related to
acquisitions;
•
impairment charges on long-lived assets and
reversals thereof;
•
acquisition, integration and reorganization costs;
•
ERP implementation costs;
•
gains or losses on investments in securities related
to deferred compensation obligations, included in
other financial assets;
•
unrealized gains or losses on derivative financial
instruments; and
•
the income tax effects related to the above-
mentioned items.
Adjusted net earnings per share is calculated using
the basic weighted average number of shares.
Adjusted net earnings is a non-IFRS financial measure
and adjusted net earnings per share is a non-IFRS ratio.
These measures have no standardized definitions under
IFRS, and, accordingly, these measures may not be
comparable to similar measures used by other issuers.
The
exclusion
of
acquisition,
integration
and
reorganization costs, amortization of intangible assets
related to acquisitions and impairment charges on long-
lived
assets
and
reversals
thereof
provides
a
comparative measure of the Corporation’s performance
in a context of material business combinations, in which
the
Corporation
may
incur
material
acquisition,
integration and reorganization costs and as a result of
which the Corporation's amortization expense may
increase due to recognition of intangible assets which
would not normally be recognized outside of a business
combination. In addition, reorganization of the business
in line with our real estate strategy and realization of
synergies following acquisitions may lead to impairment
or abandonment of certain assets in order to improve
the Corporation's overall cost structure. Management
also excludes ERP implementation costs as such costs
are not representative of the operating activities of the
business. In addition, this non-IFRS financial measure is
adjusted for certain non-cash items related to market
volatility, which are inherently unpredictable. In the US,
the Corporation maintains a deferred compensation plan
under which a portion of employees’ compensation is
deferred and invested in financial assets held in a trust,
included in other financial assets in the Corporation's
statement of financial position. These financial assets
held in a trust are for the ultimate benefit of the
employees but are available to the Corporation’s
creditors in the event of insolvency and are therefore not
considered actuarial gains and losses recorded through
other comprehensive income, and instead are recorded
in financing expense. Finally, unrealized gains or losses
on derivative financial instruments relate to future
transactions and therefore are not comparable when
included in the current period results.
Management believes these items should be excluded in
understanding the underlying operational financial
performance achieved by the Corporation. Refer to
section 8.8, “Adjusted net earnings”, for reconciliations
of net earnings attributable to shareholders to adjusted
net earnings.
M-51
WSP Global Inc.
Management's Discussion and Analysis
2024
Free cash flow
Free cash flow (or outflow) is defined as cash flows
from operating activities, plus discretionary cash
generated by the Corporation from other activities (if
any), less lease payments and net capital expenditures.
Free cash flow is a non-IFRS financial measure without a
standardized definition within IFRS. Other issuers may
define a similar measure differently and, accordingly, this
measure may not be comparable to similar measures
used by other issuers.
Free cash flow provides a consistent and comparable
measure of discretionary cash generated by, and
available to, the Corporation to service debt, meet other
payment obligations and make strategic investments.
Refer to section 9.1, “Operating activities and free cash
flow”, for reconciliations of free cash flow to cash flows
from operating activities.
The ratio of trailing twelve months of free cash flow
to net earnings attributable to shareholders is a non-
IFRS ratio without a standardized definition within IFRS,
and, accordingly, may not be comparable to similar ratios
used by other issuers. This ratio provides a measure of
conversion of net earnings into cash.
Days sales outstanding (“DSO”)
DSO represents the average number of days to convert
the Corporation's trade receivables (net of sales taxes)
and costs and anticipated profits in excess of billings, net
of billings in excess of costs and anticipated profits, into
cash. DSO is a supplementary financial measure without
a standardized definition within IFRS. Other issuers may
define a similar measure differently and, accordingly, this
measure may not be comparable to similar measures
used by other issuers.
Net debt to adjusted EBITDA ratio
Net debt to adjusted EBITDA ratio is a capital
management measure. Net debt is defined as long-term
debt, including current portions but excluding lease
liabilities, and net of cash. The Corporation uses this ratio
as a measure of financial leverage and it is calculated
using the trailing twelve-month adjusted EBITDA.
M-52
WSP Global Inc.
Management's Discussion and Analysis
2024
2024
CONSOLIDATED
FINANCIAL
STATEMENTS
WSP Global Inc.
For the year ended December 31, 2024
PricewaterhouseCoopers LLP
1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1
T.: +1 514 205 5000, F.: +1 514 876 1502, Fax to mail: ca_montreal_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Independent auditor’s report
To the Shareholders of WSP Global Inc.
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the financial position of WSP Global Inc. and its subsidiaries (together, the Corporation) as at
December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in
accordance with IFRS Accounting Standards.
What we have audited
The Corporation’s consolidated financial statements comprise:
the consolidated statements of earnings for the years ended December 31, 2024 and 2023;
the consolidated statements of comprehensive income for the years ended December 31, 2024
and 2023;
the consolidated statements of financial position as at December 31, 2024 and 2023;
the consolidated statements of changes in equity for the years ended December 31, 2024 and 2023;
the consolidated statements of cash flows for the years ended December 31, 2024 and 2023; and
the notes to the consolidated financial statements, comprising material accounting policy information
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the Corporation in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities
in accordance with these requirements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the year ended December 31, 2024. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Preliminary valuation of customer relationships
acquired in the POWER Engineers,
Incorporated business combination
Refer to note 2 – Material accounting policies,
note 4 – Critical accounting estimates and
judgments, note 5 – Business acquisitions and
note 18 – Intangible assets to the consolidated
financial statements.
On October 1, 2024, the Corporation acquired
POWER Engineers, Incorporated, for a purchase
price of US$1.75 billion ($2.36 billion). The
preliminary fair value of the identifiable assets
acquired included $418.6 million in customer
relationships. Management used material estimates
and assumptions in measuring the fair value of the
assets acquired and the liabilities assumed.
Management applied the excess earnings method
using discounted cash flow model to value the
customer relationships acquired. Management’s
material estimates and assumptions in applying this
methodology included forecast revenues and
margins attributable to the customer relationships
(in excess of backlog). As at December 31, 2024,
the Corporation has not yet completed its fair value
assessment of all the assets acquired and the
liabilities assumed.
Our approach to addressing the matter included the
following procedures, among others:
Tested how management determined the
preliminary fair value of the customer
relationships, which included the following:
–
Read the purchase agreement;
–
Assessed the appropriateness of the model
used to estimate the customer
relationships;
–
Tested the underlying data used by
management in the model;
–
Evaluated the reasonableness of material
assumptions and estimates such as
forecasted revenues and margins
attributable to the customer relationships
(in excess of backlog), by considering the
past performance of the acquired business;
–
Professionals with specialized skills and
knowledge in the field of valuation assisted
us in evaluating the appropriateness of the
valuation method and model used.
Key audit matter
How our audit addressed the key audit matter
We considered this a key audit matter due to the
significant judgment applied by management in
measuring the preliminary fair value of the
customer relationships, including the development
of material estimates and assumptions. This, in
turn, led to a high degree of auditor judgment,
subjectivity and effort in performing procedures and
evaluating audit evidence relating to the material
estimates and assumptions used by management.
The audit effort involved the use of professionals
with specialized skills and knowledge in the field of
valuation.
Revenue recognition – Estimated costs on cost-
plus contracts with ceilings and fixed-price
contracts
Refer to note 2 – Material accounting policies,
note 4 – Critical accounting estimates and
judgments and note 7 – Revenues to the
consolidated financial statements.
The Corporation typically recognizes revenues over
time, using an input measure, as it fulfills its
performance obligations in line with contracted
terms. For the year ended December 31, 2024, a
portion of the Corporation’s total revenues of
$16,166.8 million were generated from cost-plus
contracts with ceilings and fixed-price contracts. For
these contracts, revenues are recognized
progressively based on a percentage-of-completion
method, whereby the percentage of revenues
earned to date is estimated using an input
measure, usually as the ratio of contract costs
incurred to date to total estimated costs.
Recognition of revenues and costs and anticipated
profits in excess of billings involves estimates of
costs required to complete the project. On a
periodic basis, management reviews the costs
incurred to date and the estimated costs to
complete for each project to determine whether the
amount recognized as costs and anticipated profits
in excess of billings is an accurate estimate of the
amount that the Corporation has earned on its
projects.
Our approach to addressing the matter included the
following procedures, among others:
Tested how management determined the total
estimated costs for a sample of contracts, as
follows:
–
Obtained and read contract agreements,
and change orders, when applicable, to
understand contract scope and key terms;
–
Evaluated the timely identification of
circumstances that may warrant a
modification to the total estimated costs
including, but not limited to, contracts
subject to claims and contract
modifications;
–
Interviewed operational personnel of the
Corporation to evaluate the progress to
date, the estimate of costs to be incurred,
and factors impacting the amount of time
and cost to complete the project;
–
Compared the original margin expected on
the contracts to the actual margin; and
–
Determined an expected total estimated
costs derived from the margin achieved for
the contracts executed in the same region
and compared this expectation to the
estimated total estimated costs.
Tested, on a sample basis, the costs incurred
to supporting evidence.
Key audit matter
How our audit addressed the key audit matter
We considered this a key audit matter due to the
judgments made by management when developing
the estimated costs required to complete the
projects, which led to auditor judgments and audit
effort in performing procedures to evaluate the total
estimated costs, including the assessment of
management’s judgments about its ability to
determine the estimated costs required to complete
the project.
Other information
Management is responsible for the other information. The other information comprises the Management’s
Discussion and Analysis, and the information, other than the consolidated financial statements and our
auditor’s report thereon, included in the annual report.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS Accounting Standards, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Corporation’s financial reporting
process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Canadian generally accepted auditing standards will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Corporation to cease
to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the Corporation as a basis for forming an opinion on
the consolidated financial statements. We are responsible for the direction, supervision and review of
the audit work performed for purposes of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The engagement partner on the audit resulting in this independent auditor’s report is
Jean-François Lecours.
/s/PricewaterhouseCoopers LLP1
Montréal, Quebec
February 26, 2025
1 CPA auditor, public accountancy permit No. A126402
Years ended December 31
2024
2023
$
$
Revenues (note 7)
16,166.8
14,437.2
Personnel costs
8,887.9
8,047.1
Subconsultants and direct costs
3,994.6
3,540.2
Other operational costs
1,156.1
980.4
Depreciation of right-of-use assets (note 17)
310.3
316.4
Amortization of intangible assets (note 18)
239.2
221.7
Depreciation of property and equipment (note 19)
135.8
135.1
Impairment of long-lived assets
—
87.1
Acquisition, integration and reorganization costs (note 10)
133.8
105.0
ERP implementation costs (note 10)
66.8
81.0
Exchange losses
8.1
5.4
Share of income of associates and joint ventures, net of tax
(34.4)
(29.7)
Earnings before net financing expense and income taxes
1,268.6
947.5
Net financing expense (note 11)
340.6
202.6
Earnings before income taxes
928.0
744.9
Income tax expense (note 12)
246.6
191.9
Net earnings
681.4
553.0
Net earnings attributable to:
Shareholders of WSP Global Inc.
681.4
550.0
Non-controlling interests
—
3.0
681.4
553.0
Basic net earnings per share attributable to shareholders
5.40
4.41
Diluted net earnings per share attributable to shareholders
5.38
4.40
Basic weighted average number of shares
126,104,722
124,603,768
Diluted weighted average number of shares
126,539,101
124,951,544
The accompanying notes are an integral part of these consolidated financial statements.
WSP GLOBAL INC.
F-8
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions of Canadian dollars, except number of shares and per share data)
WSP Global Inc.
Consolidated Financial Statements
2024
Years ended December 31
2024
2023
$
$
Net earnings
681.4
553.0
Other comprehensive income (loss)
Items that may be reclassified subsequently to net earnings
Currency translation adjustments
293.0
(51.1)
Translation adjustments on financial instruments designated as a net
investment hedge
(8.6)
4.2
Gains (losses) on financial instruments designated as a cash flow hedge
71.1
(28.7)
Income tax recovery (expense) on items that may be reclassified
subsequently to net earnings
(29.4)
9.0
Items that will not be reclassified to net earnings
Actuarial loss on pension schemes
(8.9)
(11.0)
Exchange differences on pension schemes
(3.4)
0.1
Income tax recovery on pension schemes
2.3
2.5
Total comprehensive income for the year
997.5
478.0
Comprehensive income attributable to:
Shareholders of WSP Global Inc.
997.5
475.0
Non-controlling interests
—
3.0
997.5
478.0
The accompanying notes are an integral part of these consolidated financial statements.
WSP GLOBAL INC.
F-9
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions of Canadian dollars)
WSP Global Inc.
Consolidated Financial Statements
2024
As at December 31
2024
2023
Assets
$
$
Current assets
Cash and cash equivalents (note 28)
623.5
378.0
Trade receivables and other receivables (note 14)
3,390.7
2,726.4
Cost and anticipated profits in excess of billings (note 15)
2,390.8
1,911.6
Prepaid expenses
396.7
239.4
Other financial assets (note 16)
168.0
123.3
Income taxes receivable
39.2
38.4
7,008.9
5,417.1
Non-current assets
Right-of-use assets (note 17)
1,066.6
824.2
Intangible assets (note 18)
1,539.3
1,104.1
Property and equipment (note 19)
493.4
435.3
Goodwill (note 20)
9,451.5
7,155.8
Deferred income tax assets (note 12)
404.1
429.3
Other assets (note 21)
235.4
217.3
13,190.3
10,166.0
Total assets
20,199.2
15,583.1
Liabilities
Current liabilities
Accounts payable and accrued liabilities (note 22)
3,261.2
2,738.2
Billings in excess of costs and anticipated profits (note 15)
1,652.7
1,158.0
Income taxes payable (note 12)
206.3
171.0
Provisions (note 23)
121.4
134.9
Dividends payable to shareholders (note 27)
48.9
46.8
Current portion of lease liabilities (note 17)
285.0
257.5
Current portion of long-term debt (note 24)
704.9
204.2
6,280.4
4,710.6
Non-current liabilities
Long-term debt (note 24)
3,894.5
3,058.3
Lease liabilities (note 17)
907.2
744.6
Provisions (note 23)
466.3
399.3
Retirement benefit obligations (note 9)
202.1
187.5
Deferred income tax liabilities (note 12)
176.2
149.4
5,646.3
4,539.1
Total liabilities
11,926.7
9,249.7
Equity
Equity attributable to shareholders of WSP Global Inc.
8,272.5
6,328.9
Non-controlling interests
—
4.5
Total equity
8,272.5
6,333.4
Total liabilities and equity
20,199.2
15,583.1
Approved by the Board of Directors
(signed) Alexandre L'Heureux
Director
(signed) Louis-Philippe Carrière
Director
The accompanying notes are an integral part of these consolidated financial statements.
WSP GLOBAL INC.
F-10
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions of Canadian dollars)
WSP Global Inc.
Consolidated Financial Statements
2024
Attributable to Shareholders of WSP Global Inc.
Share
capital
Contributed
surplus
Retained
earnings
Accumulated
other
comprehen-
sive income
(loss)
Total
Non-
controlling
interests
Total
equity
$
$
$
$
$
$
$
Balance - January 1, 2023
4,784.4
212.4
959.5
49.7 6,006.0
3.1 6,009.1
Comprehensive income
Net earnings
—
—
550.0
—
550.0
3.0
553.0
Other comprehensive loss
—
—
—
(75.0)
(75.0)
—
(75.0)
Total comprehensive income
—
—
550.0
(75.0)
475.0
3.0
478.0
Declared dividends to
shareholders of WSP Global Inc.
—
—
(186.9)
—
(186.9)
—
(186.9)
Common shares issued under the
Dividend Reinvestment Plan
24.6
—
—
—
24.6
—
24.6
Stock-based compensation
expense
—
5.0
—
—
5.0
—
5.0
Exercise of stock options (note 25)
6.3
(1.1)
—
—
5.2
—
5.2
Dividends to non-controlling
interests
—
—
—
—
—
(0.4)
(0.4)
Purchase of non-controlling
interests
—
—
—
—
—
(1.2)
(1.2)
Balance - December 31, 2023
4,815.3
216.3 1,322.6
(25.3) 6,328.9
4.5 6,333.4
Comprehensive income
Net earnings
—
—
681.4
—
681.4
—
681.4
Other comprehensive income
—
—
—
316.1
316.1
—
316.1
Total comprehensive income
—
—
681.4
316.1
997.5
—
997.5
Common shares issued via bought
deal public offering (note 25)
557.6
—
—
—
557.6
—
557.6
Common shares issued via private
placements (note 25)
557.9
—
—
—
557.9
—
557.9
Declared dividends to
shareholders of WSP Global Inc.
—
—
(189.2)
—
(189.2)
—
(189.2)
Stock-based compensation
expense
—
6.0
—
—
6.0
—
6.0
Exercise of stock options (note 25)
15.6
(2.7)
—
—
12.9
—
12.9
Purchase of non-controlling
interests
—
—
0.9
—
0.9
(4.5)
(3.6)
Balance - December 31, 2024
5,946.4
219.6 1,815.7
290.8 8,272.5
— 8,272.5
The accompanying notes are an integral part of these consolidated financial statements.
WSP GLOBAL INC.
F-11
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions of Canadian dollars)
Years ended December 31
2024
2023
$
$
Operating activities
Net earnings
681.4
553.0
Adjustments (note 28)
594.6
658.9
Net financing expense (note 11)
340.6
202.6
Income tax expense (note 12)
246.6
191.9
Income taxes paid
(285.4)
(334.4)
Change in non-cash working capital items (note 28)
(195.9)
(285.7)
Cash inflows from operating activities
1,381.9
986.3
Financing activities
Issuance of common shares, net of issuance costs (note 25)
1,115.8
5.2
Issuance of senior unsecured notes (note 24)
995.5
496.2
Net repayment of borrowings under credit facilities and other financial liabilities
(9.3)
(364.5)
Lease payments (note 17)
(375.7)
(375.1)
Net financing expenses paid, excluding interest on lease liabilities
(231.4)
(196.6)
Dividends paid to shareholders of WSP Global Inc.
(187.1)
(162.2)
Dividends paid to non-controlling interests
—
(0.4)
Cash inflows from (outflows used in) financing activities
1,307.8
(597.4)
Investing activities
Net disbursements related to business acquisitions and disposals of businesses
(2,340.0)
(354.3)
Additions to property and equipment, excluding business acquisitions
(148.3)
(160.3)
Additions to identifiable intangible assets, excluding business acquisitions
(15.5)
(20.1)
Proceeds from disposal of property and equipment
42.1
1.9
Dividends received from associates
28.7
22.6
Other
(3.6)
(0.2)
Cash outflows used in investing activities
(2,436.6)
(510.4)
Effect of exchange rate change on cash and cash equivalents
4.3
(7.6)
Change in net cash and cash equivalents
257.4
(129.1)
Cash and cash equivalents, net of bank overdraft - beginning of the year
361.9
491.0
Cash and cash equivalents, net of bank overdraft - end of the year (note 28)
619.3
361.9
The accompanying notes are an integral part of these consolidated financial statements.
WSP GLOBAL INC.
F-12
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of Canadian dollars)
WSP Global Inc.
Consolidated Financial Statements
2024
NOTES
1
BASIS OF PRESENTATION ........................................................................................................................................................ F-14
2
MATERIAL ACCOUNTING POLICIES .....................................................…........................................................................... F-14
3
ACCOUNTING POLICY DEVELOPMENTS ....................................................................................................................... F-22
4
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS ................................................................................... F-23
5
BUSINESS ACQUISITIONS ......................................................................................................................................................... F-25
6
OPERATING SEGMENTS ............................................................................................................................................................. F-27
7
REVENUES ..........................................................................................................................…...............…............…...............…........... F-30
8
LONG-TERM INCENTIVE PLANS ("LTIPS") ...................................................................................................................... F-31
9
PENSIONS SCHEMES ................................................................................................................................................................... F-32
10
ACQUISITION, INTEGRATION AND REORGANIZATION COSTS
AND ERP IMPLEMENTATION COSTS................................................................................................................….............. F-35
11
NET FINANCING EXPENSE .......................................................................................................…............…............…...............
F-35
12
INCOME TAXES ................................................................................................................................................................................. F-36
13
FINANCIAL INSTRUMENTS .................................................................................................................…............…............…..... F-39
14
TRADE AND OTHER RECEIVABLES .................................................................................................................................... F-43
15
CONTRACT BALANCES ............................................................................................................................................................... F-44
16
OTHER FINANCIAL ASSETS ...................................................................................................................................................... F-44
17
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES ............................................................................…............…....... F-45
18
INTANGIBLE ASSETS ..................................................................................................................................................................... F-47
19
PROPERTY AND EQUIPMENT ................................................................................................................................................
F-48
20
GOODWILL .............................................................................................................................................…............…............…............
F-49
21
OTHER ASSETS ................................................................................................................................................................................. F-50
22
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ................................................................................................ F-51
23
PROVISIONS .......................................................................................................................................................................................
F-51
24
LONG-TERM DEBT ...............................................................................................................................…............…............…......... F-52
25
SHARE CAPITAL ..................................................................................................................…................…............…............…......... F-53
26
CAPITAL MANAGEMENT ..................................................................................................................…............…............…......... F-54
27
DIVIDENDS ..............................................................................................................................…......…............…............…..................
F-55
28
STATEMENTS OF CASH FLOWS .....................................................................................................…............…............…..... F-56
29
RELATED PARTY TRANSACTIONS ...................................................................................................................................... F-57
30
CONTINGENT LIABILITIES ......................................................................................................................................................... F-58
WSP GLOBAL INC.
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures are in millions of Canadian dollars, unless otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
1 BASIS OF PRESENTATION
WSP Global Inc. (together with its subsidiaries, the
“Corporation” or “WSP”) is a professional services
consulting firm which provides technical expertise and
strategic advice to clients in the Transportation &
Infrastructure, Earth & Environment, Property & Buildings
and Power & Energy market sectors. The Corporation
also offers highly specialized services in project and
program delivery and advisory services. The address of
its main registered office is 1600 René-Lévesque Blvd.
West, Montréal, Quebec, Canada.
The common shares of the Corporation are listed under
the trading symbol “WSP” on the Toronto Stock
Exchange (“TSX”).
STATEMENT OF COMPLIANCE
These consolidated financial statements have been
prepared in compliance with International Financial
Reporting Standards Accounting Standards (“IFRS”).
These financial statements were prepared on a going
concern basis, on a historical cost basis, except for
certain
financial
assets
and
liabilities
(including
investments in securities and derivative instruments),
liabilities
for
share
unit
plans,
and
contingent
consideration, which are measured at fair value, and
defined benefit liabilities, which are measured as the net
total of the present value of the defined benefit
obligations minus the fair value of plan assets.
These financial statements were approved by the
Corporation’s Board of Directors on February 26, 2025.
2 MATERIAL ACCOUNTING POLICIES
The accounting policies set out below have been applied
consistently
to
all
periods
presented
in
these
consolidated financial statements, unless otherwise
stated in note 3, Accounting policy developments.
CONSOLIDATION, JOINT
ARRANGEMENTS AND ASSOCIATES
These consolidated financial statements include the
accounts of the Corporation and its subsidiaries.
Non-controlling interests represent equity interests in
subsidiaries owned by outside parties. The share of net
assets of subsidiaries attributable to non-controlling
interests is disclosed as a component of equity. Their
share of net earnings and comprehensive income is
recognized directly in equity. Changes in the parent
Corporation’s ownership interest in subsidiaries that do
not result in a loss of control are accounted for as equity
transactions.
Subsidiaries
Subsidiaries are all entities over which the Corporation
has control. The Corporation controls an entity when the
Corporation is exposed to, or has rights to, variable
returns from its involvement with the entity and has the
ability to affect those returns through its power over the
entity. Subsidiaries are fully consolidated from the date on
which control is obtained by the Corporation. They are
deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealized
gains
and
losses
on
transactions
between
the
Corporation's
companies
are
eliminated.
When
necessary, amounts reported by subsidiaries have been
adjusted to conform to the Corporation’s accounting
policies.
The table below lists the Corporation's most significant
subsidiaries for each fiscal year ended December 31,
based on revenues. The Corporation held 100% of the
interest in all the subsidiaries listed below.
2024
Entity
Country of incorporation
WSP USA Inc.
United States
WSP Canada Inc.
Canada
WSP UK Ltd.
United Kingdom
WSP USA Environment &
Infrastructure Inc.
United States
WSP Australia Pty Ltd.
Australia
WSP Sverige AB
Sweden
WSP USA Buildings Inc.
United States
WSP New Zealand Ltd.
New Zealand
WSP GLOBAL INC.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
2023
Entity
Country of
incorporation
WSP USA Inc.
United States
WSP Canada Inc.
Canada
WSP UK Ltd.
United Kingdom
WSP USA Environment &
Infrastructure Inc.
United States
WSP Australia Pty Ltd.
Australia
WSP Sverige AB
Sweden
WSP New Zealand Ltd.
New Zealand
WSP E&I Canada Ltd.
Canada
Joint arrangements
Joint arrangements are classified as either joint
operations or joint ventures. The determination of
whether an arrangement is a joint operation or joint
venture is based on the rights and obligations arising from
the contractual obligations between the parties to the
arrangement. Joint arrangements that provide the
Corporation with the rights to the individual assets and
obligations arising from the arrangement are classified as
joint operations; and joint arrangements that provide the
Corporation with rights to the net assets of the
arrangement are classified as joint ventures.
The interests in joint operations are recognized by the
Corporation by recording its share of the assets, liabilities,
revenues, costs and cash flows using the most recent
financial statements of these joint operations.
The interests in joint ventures are accounted for using the
equity method and included in other assets in the
statements of financial position. The carrying amount of
investments in joint ventures is tested for impairment as
described below under the caption “Impairment of long-
lived assets”.
Associates
Associates are all entities over which the Corporation has
significant influence but not control or joint control.
Investments in associates are accounted for using the
equity method and included in other assets in the
statements of financial position. The carrying amount of
investments in associates is tested for impairment as
described below under the caption “Impairment of long-
lived assets”.
FOREIGN CURRENCY
The consolidated financial statements are presented in
Canadian dollars, which is the Corporation’s functional
currency.
Items included in the financial statements of each of the
Corporation’s subsidiaries are measured using the
currency of the primary economic environment in which
the entity operates (i.e. the functional currency). Foreign
currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities not
denominated in the functional currency of an entity are
recognized in net earnings, except when deferred in other
comprehensive income as qualifying for net investment
hedges. Foreign exchange gains and losses that relate to
borrowings and cash are disclosed within net financing
expense.
Assets and liabilities of entities with functional currencies
other than the Canadian dollar are translated at the
period-end exchange rates, and the results of their
operations are translated at average exchange rates for
the period. The resulting changes are recognized in
accumulated other comprehensive income in equity as
currency translation adjustments.
SEGMENT REPORTING
Segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker is
responsible for allocating resources and assessing the
performance of the reportable segments and has been
identified as the global leadership team ("GLT"). The
Corporation
is
managed
through
four
reportable
segments: Canada, Americas (United States of America
("US") and Latin America), EMEIA (Europe, Middle East,
India and Africa) and APAC (Asia Pacific – comprising
Asia, Australia and New Zealand).
REVENUE RECOGNITION
The Corporation derives revenues from the delivery of
engineering services. If the Corporation has recognized
revenues, but not issued an invoice, then the entitlement
to consideration is recognized as a contract asset
presented as costs and anticipated profits in excess of
billings on the Corporation’s consolidated statement of
WSP GLOBAL INC.
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
financial position. The contract asset is transferred to
trade receivables when the invoice is issued indicating
that
the
entitlement
to
payment
has
become
unconditional. If payments are received, or invoices are
issued to a customer, prior to the rendering of services,
the Corporation recognizes a contract liability under the
caption billings in excess of costs and anticipated profits
on the Corporation’s consolidated statement of financial
position. The contract liability is transferred to revenues
once related services have been rendered.
Revenues are measured based on the consideration
specified in a contract with a customer. The Corporation
typically recognizes revenues over time, using an input
measure, as it fulfills its performance obligations in line
with contracted terms.
A performance obligation is a promise in the contract to
transfer a distinct good or service to the customer. A
contract’s transaction price is allocated to each distinct
performance obligation and recognized as revenues
when, or as, the performance obligations are satisfied.
Most of the Corporation’s contracts have a single
performance obligation as the promise to transfer
individual goods or services is not separately identifiable
from other promises in the contracts and, therefore, not
distinct. Any modifications or variations to contracts in
progress are assessed to determine if they fall under the
scope of the existing contract performance obligation or
form part of a new performance obligation.
The Corporation's revenues are derived mainly from three
types of contracts, which are described below, and the
Corporation disaggregates its revenues by market sector
and client category, as described below.
Revenues (and profits) from cost-plus contracts with
ceilings and from fixed-price contracts are recognized
progressively based on a percentage-of-completion
method, whereby the percentage of revenues earned to
date is estimated using an input measure, usually as the
ratio of contract costs incurred to date to total estimated
costs.
Revenues (and profits) from cost-plus contracts without
stated ceilings are recognized when costs are incurred
and are calculated based on billing rates for the services
performed.
Certain
costs
incurred
by
the
Corporation
for
subconsultants and other expenses are recoverable
directly from customers and are billed to them. These
charges are included in revenues and costs (under the
caption subconsultants and direct costs) when the
Corporation controls the goods or services before they
are transferred to the customer. The value of goods and
services purchased by the Corporation when acting as a
purchasing agent for a customer are not recorded as
revenues and costs.
The effects of revisions to estimated revenues and costs,
including the impact from any modifications or variations
to contracts in progress, are recorded when they
represent enforceable rights of the Corporation and
amounts can be reasonably estimated. These revisions
can occur at any time and could be material. Where total
estimated contract costs exceed total estimated contract
revenues, the expected loss is recognized as an expense
immediately via a provision for losses to completion,
irrespective of the stage of completion and based on a
best estimate of forecast results including, where
appropriate, rights to additional income or compensation
(e.g. award or incentive fees).
The Corporation's main market sectors, as disclosed in
note 7, Revenues, are: Transportation & Infrastructure,
Earth & Environment, Property & Buildings and Power &
Energy.
The Corporation's main client categories are public and
private
sector
clients.
Revenues
generated
from
contracts where the end user of services provided is
identified to be a public sector entity are classified as
public sector revenues. Entities controlled by any branch
of government are considered public sector entities.
Revenues generated from contracts where the end user
of services provided is not identified as a public sector
entity are classified as private sector revenues.
Revenues are shown net of value-added tax and after
eliminating sales within the Corporation.
ACQUISITION, INTEGRATION AND
REORGANIZATION COSTS
Acquisition, integration and reorganization costs include,
among others, the following costs, if and when incurred:
• Transaction costs related to business acquisitions,
successful or not;
• Costs of integrating newly acquired businesses
following the date of acquisition;
• Gains or losses on disposals of non-core assets;
• Outsourcing program costs pertaining mainly to
redundancy and transition costs resulting from the
outsourcing of the Corporation's infrastructure or
other functions;
• Restructuring costs; and
• Severance costs stemming from adjustments to cost
structures.
WSP GLOBAL INC.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
The above list may be adjusted, from time to time, when it
is deemed appropriate to highlight other items under this
caption to assist users in understanding the financial
performance of the Corporation.
ERP IMPLEMENTATION COSTS
The Corporation is in the process of designing and
implementing a global cloud-based ERP solution with
broad capabilities. Customization and configuration costs
in a cloud computing arrangement that do not meet the
definition
of
an
asset
or
a
lease,
along
with
implementation costs, are expensed as incurred and
reported as ERP implementation costs.
LEASE ACCOUNTING
The Corporation leases various office premises and
equipment under lease agreements. Lease terms are
negotiated on an individual basis, contain a wide range of
terms and conditions and usually can be renewed at
market rates.
The majority of leases are recognized as right-of-use
assets, with a corresponding liability, at the date at which
the leased asset is available for use by the Corporation.
Lease payments are allocated between the liability and
finance cost. The finance cost is charged to the statement
of earnings over the lease period using the effective
interest
rate
method.
The
right-of-use
asset
is
depreciated over the shorter of the asset's useful life and
the lease term on a straight-line basis. Lease extension
and termination options are included in the lease term
only when it is reasonably certain that the Corporation will
exercise the option.
Liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net
present value of the following lease payments:
• fixed
payments
(including
in-substance
fixed
payments and fixed payments for any extension
options included in the lease term), less any lease
incentives receivable;
• variable lease payments that are based on an index
or a rate;
• amounts expected to be payable by the Corporation
under residual value guarantees;
• the exercise price of a purchase option if the
Corporation is reasonably certain to exercise that
option; and
• payments of penalties for terminating the lease, if the
lease term reflects the Corporation exercising that
option.
Right-of-use assets are measured at cost comprising the
following:
• the amount of the initial measurement of the lease
liability;
• any lease payments made at or before the
commencement date, less any lease incentives
received;
• any initial direct costs; and
• any obligations to incur restoration costs.
The lease payments are discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the relevant incremental borrowing rate.
Payments associated with short-term leases and leases
of low-value assets are recognized on a straight-line
basis as an expense in the Corporation’s statement of
earnings. Short-term leases have a lease term of twelve
months or less. Low-value asset leases comprise mostly
computer equipment and small items of office furniture.
FINANCIAL INSTRUMENTS
Classification and measurement
Financial assets and financial liabilities are initially
recognized
at
fair
value,
and
their
subsequent
measurements are dependent on their classification.
Financial assets are classified and measured at amortized
cost or fair value through profit or loss (“FVTPL”) based
on
how
the
Corporation
manages
the
financial
instruments and the contractual cash flow characteristics
of the financial asset.
The table below summarizes the classification and
measurement of the Corporation’s financial instruments:
Financial assets
Cash, cash equivalents and
restricted cash
Amortized
cost
Trade receivables, other receivables,
amounts due from joint ventures and
associates
Amortized
cost
Investments in securities
FVTPL
Derivative financial instruments
FVTPL
WSP GLOBAL INC.
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
Financial liabilities
Accounts payables and accrued
liabilities
Amortized cost
Dividends payable to shareholders
Amortized cost
Borrowings under credit facility and
bank overdrafts
Amortized cost
Consideration payable related to
business acquisitions
Amortized cost or
FVTPL
Derivative financial instruments
FVTPL
Financial assets and liabilities classified as amortized cost
are subsequently measured using the effective interest
rate method less any impairment loss.
Changes in fair value are recorded in net financing
expenses in the statement of earnings.
Financial liabilities are derecognized when the obligation
specified in the contract is discharged, canceled or
expired.
Expected credit losses
The Corporation applies the simplified approach to
measuring expected credit losses for all trade receivables
and contract assets (costs and anticipated profits in
excess of billings). Therefore, the Corporation does not
track changes in credit risk, but instead recognizes a loss
allowance at an amount equal to the lifetime expected
credit losses at each reporting date. The factors that the
Corporation considers to classify trade receivables as
credit-impaired are as follows: the customer is in
bankruptcy or under administration, payments are in
dispute, or payments are past due.
To measure the expected credit losses, trade receivables
and contract assets have been grouped based on shared
credit risk characteristics. The contract assets, which are
costs and anticipated profits in excess of billings, have
substantially all the same risk characteristics as the trade
receivables for the same types of contracts. The
Corporation has therefore concluded that the expected
loss rates for trade receivables are a reasonable
approximation of the loss rates for the contract assets.
The Corporation considers a financial asset in default
when contractual payments are between 0-60 days past
due, depending on the various economic and asset-
specific factors, or if it becomes probable that a customer
will enter bankruptcy. A financial or contract asset is
written off when there is no reasonable expectation of
recovering the contractual cash flows.
Determination of fair value
The fair value of a financial instrument is the amount of
consideration that would be agreed to be received to sell
an asset or paid to transfer a liability in an orderly
transaction
between
market
participants
at
the
measurement date. Subsequent to initial recognition, the
fair values of financial instruments that are quoted in
active markets are based on closing prices for financial
assets and financial liabilities. When independent prices
are not available, fair values are determined by using
valuation techniques that refer to observable market
inputs and minimizing the use of unobservable inputs.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the
net amount reported in the statements of financial
position when there is a legally enforceable right to offset
the recognized amounts and there is an intention to settle
on a net basis or realize the asset and settle the liability
simultaneously.
Derivative financial instruments and hedging
activities
Derivatives are initially recognized at fair value on the date
a derivative contract is entered into and are subsequently
re-measured at their fair value. The method of recognizing
the resulting gain or loss depends on whether the
derivative is designated as a hedging instrument, and if
so, the nature of the item being hedged. The Corporation
designates certain derivatives as either:
(a) hedges of the fair value of recognized assets and
liabilities or a firm commitment (fair value hedge);
(b) hedges of a particular risk associated with a
recognized asset or liability or a highly probable
forecast transaction (cash flow hedge); or
(c) hedges of a net investment in a foreign operation (net
investment hedge).
The Corporation documents at the inception of the
transaction the relationship between hedging instruments
and hedged items, as well as its risk management
objectives and strategy for undertaking various hedging
transactions. The Corporation also documents its
assessment, both at hedge inception and on an on-going
basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in
fair values or cash flows of hedged items.
WSP GLOBAL INC.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
Fair value hedge
Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are recorded
in net earnings together with any changes in the fair value
of the hedged asset or liability that are attributable to the
hedged risk.
Cash flow hedge
The effective portion of the change in the fair value of the
derivatives that are designated and qualify as cash flow
hedges is recognized in other comprehensive income.
The gain or loss relating to the ineffective portion is
recognized immediately in net earnings.
Amounts accumulated in equity are reclassified to profit
or loss in the periods when the hedged item affects profit
or loss. However, when a forecasted transaction that is
hedged results in the recognition of a non-financial asset,
the gains and losses previously deferred in equity are
transferred from equity and included in the initial
measurement of the cost of the asset.
When a hedging instrument expires or is sold, or when a
hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time
remains in equity and is recognized when the forecasted
transaction is ultimately recognized in net earnings. When
a forecasted transaction is no longer expected to occur,
the cumulative gain or loss that was reported in equity is
immediately transferred to net earnings.
Net investment hedge
Hedges of net investments in foreign operations are
accounted for similarly to cash flow hedges.
Any gain or loss on the hedging instrument relating to the
effective portion of the hedge is recognized in other
comprehensive income. The gain or loss relating to the
ineffective portion is recognized in net earnings.
Gains and losses accumulated in equity are transferred to
net earnings if a foreign operation is disposed of, partially
or in its entirety.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and
with banks and short-term deposits with a maturity of
three months or less at the date of acquisition, which are
subject to an insignificant risk of changes in value. For the
purposes of the cash flow statement, cash and cash
equivalents are net of bank overdraft.
TRADE RECEIVABLES
Trade receivables are amounts due from customers for
the rendering of services in the ordinary course of
business. Trade receivables are classified as current
assets if payment is due within one year or less. Trade
receivables are recognized initially at fair value and
subsequently measured at amortized cost, less allowance
for expected credit losses.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at historical cost
less
accumulated
depreciation
and
accumulated
impairment losses. Historical cost includes expenditures
that are directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying
amount when it is probable that future economic benefits
associated with the item will flow to the Corporation and
the cost of the item can be measured reliably. Repairs and
maintenance costs are charged to net earnings during
the period in which they are incurred.
Land is not depreciated. Depreciation on other assets is
calculated using the methods described below to allocate
their cost to their residual values over their estimated
useful lives. The estimated useful lives, residual values
and depreciation methods are reviewed at each reporting
period, with the effect of any changes in estimates
accounted for on a prospective basis.
The following table summarizes the depreciation
methods, rates and periods used:
Category
Method
Rate or period
Buildings
Straight-line or
declining balance
25 to 50 years or
2% to 4%
Leasehold
improvements Straight-line
Shorter of lease
term or useful life
Furniture and
equipment
Straight-line or
declining balance
3 to 10 years
Computer
equipment
Straight-line or
declining balance
3 to 8 years
The gain or loss arising on the disposal or retirement of an
item of property and equipment is determined as the
difference between the sales proceeds and the carrying
amount of the asset and is recognized in net earnings
within other operational costs.
WSP GLOBAL INC.
F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
INTANGIBLE ASSETS
Intangible
assets
consist
of
software,
customer
relationships, contract backlogs and trade names.
Intangible assets acquired in business acquisitions are
recognized separately from goodwill and are initially
recognized at their fair value as at the acquisition date.
Intangible assets are carried at cost less accumulated
amortization and accumulated impairment losses.
Software, contract backlogs, customer relationships and
certain trade names are considered intangible assets with
finite useful lives. Based on the strength, long history and
expected future use, certain trade names are indefinite-
lived intangible assets. The useful life of intangible assets
that are not being amortized is reviewed each reporting
period to determine whether events and circumstances
continue to support an indefinite useful life assessment. If
not, the change in the assessment from indefinite to finite
will be accounted for as a change in accounting estimate.
Intangible assets are amortized on a straight-line basis
over the following periods:
Category
Period
Software
3 to 7 years
Contract backlogs
2 to 9 years
Customer relationships
3 to 15 years
Finite-lived trade names
3 to 8 years
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets with finite useful lives are reviewed for
impairment when events or circumstances indicate that
the carrying amount may not be recoverable. Indefinite-
lived assets are not subject to amortization but are tested
for impairment on an annual basis as at the first day of the
Corporation's fourth quarter, or more frequently if events
or circumstances indicate that the carrying value may not
be recoverable. Impairment exists when the recoverable
amount of an asset is less than its carrying value. The
recoverable amount is the higher of the asset’s fair value
less costs to sell ("FVLCS") and value in use. For the
purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately
identifiable cash inflows (a cash-generating unit or
“CGU”). The amount of impairment loss, if any, is the
excess of the carrying value over its recoverable amount.
Assets other than goodwill that have suffered impairment
are reviewed for indicators of possible reversal of the
impairment at each reporting date.
GOODWILL
Goodwill represents the excess of the consideration
transferred for the acquired businesses over the
estimated fair value at the acquisition date of net
identifiable assets acquired. Goodwill is not subject to
amortization and is carried at cost less accumulated
impairment loss and is tested for impairment on an annual
basis or more frequently if events or circumstances
indicate that it may be impaired.
For the purpose of impairment testing, goodwill is
allocated to each CGU or group of CGUs expected to
benefit from the synergies of the combination. CGUs to
which goodwill has been allocated are tested for
impairment annually as at the first day of the
Corporation's fourth quarter, or more frequently if events
or circumstances indicate that the carrying value may not
be recoverable. If the higher of the CGU's FVLCS or value
in use is less than its carrying amount, the impairment loss
is allocated first to reduce the carrying amount of any
goodwill allocated to the CGU and then to the other
assets of the CGU pro rata on the basis of the carrying
amount of each asset. An impairment loss recognized for
goodwill cannot be reversed in a subsequent period.
TRADE PAYABLES
Trade payables are obligations to pay for goods or
services that have been acquired in the ordinary course
of business. Trade payables are classified as current
liabilities if payment is due within one year or less. Trade
payables are recognized initially at fair value and
subsequently measured at amortized cost.
PROVISIONS
Provisions represent liabilities of the Corporation for
which the amount or timing is uncertain. Provisions are
recognized when the Corporation has a present legal or
constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to
settle the obligation and the amount can be reliably
estimated. Provisions are not recognized for future
operating losses. When the Corporation expects some or
all of a provision to be reimbursed, for example, under an
insurance contract, and when the reimbursement is
virtually
certain,
the
expected
reimbursement
is
recognized as a separate asset. The expense relating to
any provision is presented in the consolidated statements
of earnings, net of any reimbursement receivable
recognized. Provisions are measured at the present value
WSP GLOBAL INC.
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
of the expected expenditures to settle the obligation,
including legal fees, using a discount rate that reflects
current market assessments of the time value of money
and the risks specific to the obligation. The increase in the
provision due to passage of time is recognized as interest
expense.
LONG-TERM INCENTIVE PLANS (“LTIPs”)
The Corporation has in place LTIPs for directors and key
employees under which stock options and the following
types of share units can be issued: cash-settled
performance share units (“PSUs”), cash-settled deferred
share units (“DSUs”) cash-settled restricted share units
(“RSUs”), performance share units redeemable for
common shares of the Corporation or cash at the choice
of the participant (“redeemable PSUs”), and restricted
share units redeemable for common shares of the
Corporation or cash at the choice of the participant
(“redeemable RSUs”). Stock options, PSUs, RSUs,
redeemable PSUs, and redeemable RSUs vest over time
in accordance with the terms of the grant. DSUs vest
when granted. The cash-settled LTIP instruments (PSUs,
DSUs and RSUs) and redeemable PSUs and redeemable
RSUs are measured at fair value based on the
Corporation's share price at the end of each reporting
period and recorded in current and non-current liabilities,
over the vesting period. Stock options are valued at fair
value using a Black-Scholes pricing model at grant date
and recorded in contributed surplus over the vesting
period.
INCOME TAXES
Income taxes are recognized in net earnings except to
the extent related to a business combination, or items
recognized in other comprehensive income or directly in
equity.
Current tax expense is the expected tax payable or
receivable on taxable income or loss for the period,
calculated using tax rates and laws that were enacted or
substantively enacted for the reporting period. It may also
include adjustments for prior periods.
The Corporation follows the liability method when
accounting for income taxes. Under this method, deferred
income tax assets and liabilities are recognized for the
expected future tax consequences attributable to
temporary differences between the financial statement
carrying values of existing assets and liabilities and their
respective tax bases. This approach also requires the
recording of deferred income tax assets related to
operating losses and tax credit carry forwards. Deferred
income tax assets and liabilities are measured using
enacted or substantively enacted income tax rates
applicable when temporary differences and carry
forwards are expected to be recovered or settled.
Deferred income taxes are not recognized for the initial
recognition of goodwill, the initial recognition of assets or
liabilities that affects neither accounting nor taxable profit
or loss, and temporary differences related to investments
in subsidiaries and joint ventures where the Corporation
controls the reversal of the temporary difference and
reversal is not expected in the foreseeable future. The
Corporation has applied a temporary mandatory relief
from deferred tax accounting for the impacts of the new
Pillar Two top-up tax and will account for it as a current
tax when it is incurred.
Deferred income tax assets for unused tax loss carry
forwards and deductible temporary differences are only
recognized when it is probable that there will be future
taxable profits against which the assets can be utilized.
Deferred income tax assets are reviewed at each
reporting period and are reduced to the extent that it is no
longer probable that the related tax benefit will be
realized.
Deferred income tax assets and liabilities are classified as
non-current. They are offset when there is a legally
enforceable right to offset current tax assets against
current tax liabilities and they relate to income taxes
levied by the same taxation authority on either the same
taxable entity or different entities where there is an
intention to settle the balance on a net basis.
As tax legislation is complex and subject to interpretation,
in determining current and deferred income taxes, the
Corporation takes into account the impact of uncertain
tax positions and whether additional taxes and penalties
may be due. The Corporation values uncertain income tax
positions based on the probability of whether tax
authorities with full knowledge of all relevant information
will accept the Corporation's tax treatments. This
assessment, based on judgment, requires estimates and
assumptions
considering
facts
and
circumstances
existing as at the reporting period. Estimates are
reviewed each reporting period and updated, based on
new information available.
INVESTMENT TAX CREDITS (ITCs)
ITCs are recognized where there is reasonable
assurance that the ITCs will be received and all attached
conditions will be complied with. ITCs are subject to
WSP GLOBAL INC.
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
examination and approval by regulating authorities, and,
therefore, the amounts granted may differ from those
recorded. ITCs determined to be earned by the
Corporation are recorded as a reduction of the operating
expenses incurred.
PENSION SCHEMES
The Corporation maintains a number of defined
contribution schemes and contributions are charged to
net earnings in the period in which they are due.
In addition, the Corporation operates defined benefit
schemes which require contributions to be made to
separately administered funds. The cost of providing
benefits under defined benefit schemes is determined
separately for each scheme using the projected unit
credit actuarial valuation method. Current service costs,
past service costs, curtailment costs and settlement
costs along with interest costs which are based on a
notional charge based on scheme liabilities during the
year, less expected returns on scheme assets, are
charged to net earnings. Actuarial gains and losses are
fully recognized in equity through other comprehensive
income as they arise. The consolidated statement of
financial position reflects the schemes’ surplus or deficit
as at the end of the reporting period.
SHARE CAPITAL
Issuance costs directly attributable to the issuance of
shares are recognized as a deduction from equity, net of
income tax effects.
DIVIDENDS
Dividends on common shares of WSP Global Inc. are
recognized in the Corporation’s consolidated financial
statements in the period in which the dividends are
declared.
EARNINGS PER SHARE
Basic earnings per share are determined using the
weighted average number of shares outstanding during
the period.
Diluted earnings per share are determined using the
weighted average number of shares outstanding during
the period, plus the effects of dilutive potential shares
outstanding during the period. The calculation of diluted
earnings per share follows the treasury stock method.
3 ACCOUNTING POLICY DEVELOPMENTS
NEW ACCOUNTING STANDARDS
EFFECTIVE IN 2024
Classification of liabilities as current or non-current
In January 2020, International Accounting Standards
Board (“IASB”) issued a narrow-scope amendment to
IAS 1 - Presentation of Financial Statements, which
clarifies that the classification of liabilities as current or
non-current is based on rights that are in existence at the
end of the reporting period. Classification is unaffected by
expectations about whether an entity will exercise its right
to defer settlement of a liability or events after the
reporting date. The amendment also clarifies what IAS 1
means when it refers to the ‘settlement’ of a liability. This
amendment was adopted by the Corporation on
January 1, 2024 and had no impact on the Corporation’s
audited consolidated financial statements for the year
ended December 31, 2024.
Long-term debt
In October 2022, the IASB issued amendments to IAS 1 -
Presentation of Financial Statements, which specify that
for long-term debt with covenants to be complied with
after the reporting date, such covenants do not affect the
classification of debt as current or non-current at the
reporting date, but do require disclosures in the notes to
the financial statements. These amendments were
adopted by the Corporation on January 1, 2024 and had
no impact on the Corporation’s audited consolidated
financial statements for the year ended December 31,
2024.
Segment reporting
In July 2024, the IFRS Interpretations Committee
(“IFRIC”) issued an agenda decision clarifying certain
disclosure requirements under IFRS 8 – Operating
Segments. The decision highlights the need to disclose
certain specified income and expense items if these are
WSP GLOBAL INC.
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
included in the measure of segment profit or loss
reviewed by the Chief Operating Decision Maker
("CODM") or are otherwise regularly provided to the
CODM, even if not included in that measure of segment
profit or loss. As a result, the Corporation has made
changes to reflect these requirements in note 6,
Operating segments.
RECENT STANDARDS, AMENDMENTS
AND INTERPRETATIONS NOT YET
EFFECTIVE AND NOT APPLIED
Presentation and disclosure
In April 2024, the IASB issued IFRS 18 - Presentation and
Disclosure in Financial Statements, a new standard with a
focus on updates to the statement of profit or loss. The
key new concepts introduced in IFRS 18 relate to: the
structure of the statement of earnings; required
disclosures in the financial statements for certain profit or
loss performance measures that are reported outside an
entity’s financial statements; and enhanced principles on
aggregation and disaggregation which focus on grouping
items based on their shared characteristics. IFRS 18 will
replace IAS 1 - Presentation of Financial Statements, and
retains many of the existing principles in IAS 1.
The standard is effective for the Corporation's annual
reporting period beginning on January 1, 2027, with earlier
application
permitted.
Retrospective
application
is
required. The Corporation is currently assessing the
potential impact of the new standard.
Financial instruments
In May 2024, the IASB issued amendments to IFRS 9 -
Financial Instruments and IFRS 7 - Financial Instruments:
Disclosures to (a) clarify the date of recognition and
derecognition of some financial assets and liabilities, with
a new exception for some financial liabilities settled
through an electronic cash transfer system; (b) clarify and
add further guidance for assessing whether a financial
asset meets the solely payments of principal and interest
(SPPI) criterion; (c) add new disclosures for certain
instruments with contractual terms that can change cash
flows (such as some instruments with features linked to
the achievement of environment, social and governance
(ESG) targets); and (d) update the disclosures for equity
instruments designated at fair value through other
comprehensive income (FVOCI). The amendments are
effective for the Corporation's annual reporting period
beginning on January 1, 2026, with earlier application
permitted. Retrospective application is only permitted if
possible without the use of hindsight. The Corporation
has not yet started assessing the potential impact of
these amendments.
4 CRITICAL ACCOUNTING ESTIMATES AND
JUDGMENTS
The preparation of the financial statements requires
Management to make judgments, assumptions and
estimates in applying the Corporation's accounting
policies. The estimates and judgments that have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are discussed below.
Estimates and assumptions are continually evaluated and
are based on historical trends and other factors, including
expectations of future events that are likely to materialize
under reasonable circumstances. Actual results will differ
from estimates used, and such differences could be
material.
REVENUE RECOGNITION
The Corporation values its costs and anticipated profits in
excess of billings based on the time and materials
charged into each project and estimated future costs and
total revenues. Recognition of revenues and contract
assets involves estimates of costs required to complete
the project. On a periodic basis, Management reviews the
costs incurred to date and the estimated costs to
complete for each project to determine whether the
amount recognized as contract assets is an accurate
estimate of the amount that the Corporation has earned
on its projects. Where the review determines that the
value of costs and anticipated profits in excess of billings
exceed the amount that has been earned, adjustments
are made to the contract assets. Changes in the estimate
WSP GLOBAL INC.
F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
of costs required to complete projects could lead to
reversals of revenues.
IDENTIFIABLE INTANGIBLE ASSETS AND
GOODWILL
Identifiable intangible assets and goodwill, excluding
software,
amounted
to
$10,876.2
million
as
at
December 31, 2024 ($8,127.4 million as at December 31,
2023). These assets arise out of business combinations
and the Corporation applies the acquisition method of
accounting to these transactions. Management uses
material estimates and assumptions in measuring the fair
value of the assets acquired and the liabilities assumed
and estimating the useful lives of identifiable intangible
assets. Material estimates include expected cash flows,
based on revenue and adjusted EBITDA projections, as
well as discount rates.
Intangible assets related to business combinations and
recognized
separately
from
goodwill
are
initially
recognized at their fair value at the acquisition date and
are mostly amortized with determined finite lives.
Management uses judgment to identify indefinite-lived
intangible assets. If actual useful lives are shorter than
estimated, the Corporation may be required to accelerate
amortization.
For the purposes of assessing impairment, Management
exercises judgment to identify independent cash inflows
to determine CGUs. The fair value of CGUs are
determined using material estimates including the
applicable discount rate and the expected future cash
flows. The inputs used in the discounted cash flows
model are Level 3 inputs (inputs not based on observable
market data). Management applies judgment to identify
indicators of possible impairment or reversal of
impairment at each reporting date.
LEGAL CLAIMS PROVISIONS
In the normal course of business the Corporation faces
legal proceedings for work carried out on projects. The
Corporation has professional liability insurance (subject to
certain self retention thresholds) in order to manage risks
related to such proceedings. Management uses judgment
to assess the potential outcomes of claims and estimates
the claims provisions, based on advice and information
provided by its legal advisors and on its own past
experience in the settlement of similar proceedings.
Claims provisions include litigation costs and also take
into account indemnities. Final settlements could have a
material effect on the financial position or operating
results of the Corporation.
INCOME TAX PROVISION
The Corporation is subject to income tax laws and
regulations in multiple jurisdictions. There are many
transactions and calculations for which the ultimate tax
determination is uncertain. The Corporation recognizes
liabilities for anticipated tax audit issues on the basis of
amounts expected to be paid to the tax authorities.
Where the final tax outcome of these matters is different
from the amounts that were initially provisioned, such
differences will impact the current and deferred income
tax assets and liabilities in the period in which such
determination
is
made.
Management
periodically
evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to
interpretation.
DEFERRED INCOME TAX ASSETS
Management exercises judgment in the assessment of
the probability of future taxable income, to estimate the
extent to which deferred income tax assets can be
realized. Estimates are based on the Corporation’s most
recent approved budget, which is adjusted for material
non-taxable income and expenses and specific limits to
the use of any unused tax loss or credit. The tax rules and
tax planning strategies in the numerous jurisdictions in
which the Corporation operates are carefully taken into
consideration. Management uses judgment to assess
specific facts and circumstances to evaluate legal,
economic or other uncertainties.
INVESTMENT TAX CREDITS
The Corporation benefits from certain government
assistance programs in the different jurisdictions where it
operates, including scientific research and experimental
development tax credit programs. In preparing claims,
judgment is required in interpreting the regulations
related to these programs, determining if the operations
of the Corporation qualify, and identifying and quantifying
eligible
expenses.
These
claims
are
subject
to
examination and audit by local tax authorities, who may
disagree with interpretations made by the Corporation.
Management estimates the amounts receivable under
these programs. Final settlements following examinations
and audits could be different from amounts recorded and
could have a material effect on the financial position or
operating results of the Corporation.
WSP GLOBAL INC.
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
LEASES
The Corporation uses judgment to establish the lease
term based on the conditions of the lease and whether it
is reasonably certain that it will exercise any extension or
termination options. When the implicit interest rate of a
lease is not readily available, the Corporation is required
to use its incremental borrowing rate (“IBR”), which is
generally the case. The determination of the IBR requires
the use of various assumptions. The Corporation uses
judgment to determine if a lease modification which
increases the scope of a lease should be accounted as a
separate lease. Such determination requires the use of
judgment to determine if the increase in lease payments
is commensurate to the change in scope.
The Corporation applies estimates to assesses whether a
right-of-use asset is impaired, particularly when it expects
to vacate an office space, including the ability to sublease
the assets or surrender the lease and recover its costs.
The Corporation examines its lease conditions as well as
local market conditions and estimates its recoverability
potential for each vacated premise.
5 BUSINESS ACQUISITIONS
Acquisitions are accounted for using the acquisition
method, and the operating results are included in the
consolidated financial statements from the date of
acquisition. If the initial accounting for a business
combination is incomplete by the end of the reporting
period, the Corporation will report provisional amounts for
the items for which the accounting is incomplete. Those
provisional
amounts
are
adjusted
during
the
measurement period, and additional assets or liabilities
are recognized, to reflect new information obtained about
facts and circumstances that existed at the acquisition
date that, if known, would have affected the amounts
recognized at that date.
The measurement period is the period from the date of
acquisition to the date the Corporation obtains complete
information about facts and circumstances that existed as
of the acquisition date, up to a maximum of one year.
2024 TRANSACTIONS
POWER Engineers, Incorporated
On October 1, 2024, WSP acquired POWER Engineers,
Incorporated (“POWER”), pursuant to an agreement and
plan of merger announced on August 12, 2024 (the
“POWER
Acquisition”),
for
a
purchase
price
of
US$1.75 billion ($2.36 billion). POWER is a prominent US
consulting firm with approximately 4,000 employees and
a leading presence in the Power & Energy market sector.
The POWER Acquisition and related transaction costs
were financed by net proceeds of WSP's $1.15 billion
equity offering, which closed on August 19, 2024,
$1.0 billion private offering of senior unsecured notes,
which closed on September 12, 2024, new term loans
under WSP's existing credit agreement, as well as using
WSP's available cash and credit facilities.
As at December 31, 2024, the Corporation has not yet
completed its fair value assessment of all the assets
acquired and the liabilities assumed. The most significant
aspects remaining to be finalized relate to the valuation of
right-of-use assets and lease liabilities, trade receivables,
contract assets and liabilities, and intangible assets.
Consequently, certain fair value adjustments related to
the POWER Acquisition are included in goodwill in the
preliminary fair value assessment, and may affect the final
valuation of any assets acquired and liabilities assumed.
The table below presents Management's preliminary
assessment of the fair values of the assets acquired and
the liabilities assumed. The final determination of the fair
WSP GLOBAL INC.
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
values will be made within 12 months of the acquisition
date. Accordingly, the following values are subject to
change and such changes may be material.
Recognized amounts of identifiable
assets acquired and liabilities
assumed
$
Assets
Cash and cash equivalents
163.8
Trade receivables and other receivables
191.2
Cost and anticipated profits in excess of
billings (note 15)
108.6
Prepaid expenses
20.3
Other financial assets
17.5
Right-of-use assets (note 17)
80.7
Intangible assets other than software
(note 18)
569.6
Software (note 18)
6.1
Property and equipment (note 19)
60.1
Other assets
5.4
Liabilities
Accounts payable and accrued liabilities
(179.5)
Billings in excess of costs and
anticipated profits (note 15)
(37.6)
Income taxes payable
(9.1)
Lease liabilities (note 17)
(80.0)
Long-term debt
(149.8)
Deferred income tax liabilities (note 12)
(130.3)
Fair value of identifiable assets and
liabilities assumed
637.0
Goodwill (note 20)
1,725.5
Total purchase consideration
2,362.5
Cash acquired
(163.8)
Net cash disbursements
2,198.7
Preliminary goodwill is attributable to the workforce of the
acquired business and the synergies expected to arise
with the Corporation after the acquisition. Goodwill is
allocated to the US CGU. None of the goodwill
recognized as at December 31, 2024 is expected to be
deductible for income tax purposes. Intangible assets are
mainly attributable to customer relationships, contract
backlog and trade names. Management applied the
excess earnings method using a discounted cash flow
model to preliminarily value customer relationships and
backlogs acquired. Management's material estimates and
assumptions in applying this methodology included
forecast revenues and margins attributable to the
customer relationships (in excess of backlog).
The trade receivables acquired had a gross contractual
amount equal to preliminary fair value of $170.0 million.
The acquired POWER business contributed revenues of
$324.4 million and net earnings of $2.4 million from
October 1, 2024 to December 31, 2024. If the POWER
Acquisition had occurred at the beginning of the year, the
Corporation's revenues and net earnings would have
been $16.96 billion and $699.7 million, respectively.
Other acquisitions in 2024
In March 2024, WSP acquired Proxion Plan Oy and
Proxion Pro Oy (together “Proxion”), both Finnish
companies and subsidiaries of Proxion Oy. With their
combined workforce of 150 employees, these businesses
offer a range of rail consultancy services, as well as
railway and railway system design services, including
traffic and energy services, as well as safety and security
expertise.
In March 2024, WSP acquired Communica Public Affairs
Inc. (“Communica”), a 50-employee Canadian firm
specializing in Indigenous and stakeholder engagement
and information management consulting.
In May 2024, WSP acquired AKF Group LLC (“AKF”), a
specialized mechanical, electrical, and plumbing firm that
designs complex healthcare, science and technology,
and mission-critical facilities. AKF's 365 professionals
operate throughout the eastern United States, with an
additional complementary presence in Mexico.
In May 2024, WSP acquired 1A Ingenieros, S.L. (“1A
Ingenieros”), a 250-employee Spanish consulting firm
operating mainly in the Power & Energy sector.
These acquisitions were financed using WSP's available
cash and credit facilities.
These acquisitions were not individually material,
therefore the Corporation has chosen to disclose the
required information in aggregate. The table below
presents the fair values of the assets acquired and the
liabilities assumed as at December 31, 2024. The fair
values
represent
Management's
preliminary
assessments, with the most significant aspects remaining
to be finalized relating to the valuation of trade
receivables and contract assets and liabilities.
WSP GLOBAL INC.
F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
Recognized amounts of identifiable
assets acquired and liabilities
assumed
$
Assets
Cash and cash equivalents
7.1
Trade receivables and other receivables
42.5
Cost and anticipated profits in excess of
billings (note 15)
3.7
Prepaid expenses
2.7
Income taxes receivable
0.4
Right-of-use assets (note 17)
35.3
Software (note 18)
1.3
Property and equipment (note 19)
2.6
Liabilities
Accounts payable and accrued liabilities
(24.5)
Provisions (note 23)
(2.8)
Lease liabilities (note 17)
(35.3)
Long-term debt
(3.6)
Deferred income tax liabilities (note 12)
(0.6)
Fair value of identifiable assets and
liabilities assumed
28.8
Goodwill (note 20)
110.0
Total purchase consideration
138.8
Cash acquired
(7.1)
Consideration payable
(4.6)
Net cash disbursements
127.1
Goodwill is attributable to the workforce of the acquired
businesses and the synergies expected to arise with the
Corporation
after
the
acquisitions.
Approximately
$61 million of the goodwill recognized as at December 31,
2024 is expected to be deductible for income tax
purposes.
The trade receivables acquired had a fair value of
$39.5
million
and
gross
contractual
amount
of
$40.8 million.
The acquired businesses contributed revenues of
$96.1 million and net earnings of $4.7 million from their
respective acquisition dates to December 31, 2024.
6 OPERATING SEGMENTS
SEGMENTED INFORMATION
The Corporation manages its business by geographic
region. The Corporation's operating segments represent
countries, or groups of countries, in which it operates. The
Corporation has four reportable segments: Canada,
Americas (US and Latin America), EMEIA (Europe, Middle
East, India and Africa) and APAC (Asia Pacific, comprising
Asia, Australia and New Zealand). Management has
applied the following judgments to aggregate certain
operating segments:
• Americas - The operating segments of US and Latin
America are in the same geographic region of the
Americas and have been aggregated as the Latin
America operating segment does not meet any of the
quantitative thresholds to be reported separately.
• EMEIA - The operating segments of the United
Kingdom "UK" and Ireland, Nordic European countries
and
Central
European
countries
have
been
aggregated as these segments have similar products
and services, the same types of customers and
operate in similar economies. The Middle East, India
and Africa operating segments have also been
aggregated in EMEIA as they do not meet any of the
quantitative thresholds to be reported separately.
• APAC - The operating segments of Australia and New
Zealand have been aggregated as these segments
have similar products and services, the same types of
WSP GLOBAL INC.
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
customers and operate in similar economies. The Asia
operating segment has also been aggregated in APAC
as it does not meet any of the quantitative thresholds
to be reported separately and it is part of the same
geographic region.
The Corporation's global leadership team (“GLT”)
assesses the performance of the reportable segments
based on net revenues and adjusted EBITDA by
segment. Adjusted EBITDA by segment excludes items
such
as
business
acquisition,
integration
and
reorganization costs, ERP implementation costs and head
office corporate costs, which are not considered when
assessing the underlying financial performance of the
reportable segments. Head office corporate costs are
expenses and salaries related to centralized functions,
such as global finance, legal and human resources teams,
which are not allocated to segments. This measure also
excludes the effects of financing expenses, depreciation,
amortization, impairment and income taxes.
Sales between segments are carried out on terms
equivalent to arm's length transactions and are eliminated
upon consolidation.
The net revenues reported to the GLT are derived from
revenues net of subconsultant and direct costs, which are
measured in a similar manner as in the consolidated
statements of earnings, and exclude intersegmental net
revenues.
The tables below present the Corporation’s operations based on reportable segments, for the years ended
December 31:
2024
Canada
Americas
EMEIA
APAC
Total
$
$
$
$
$
Revenues
2,788.1
6,935.2
4,385.5
2,058.0
16,166.8
Less: Subconsultants and direct costs
(687.8)
(2,164.5)
(870.3)
(272.0)
(3,994.6)
Net revenues
2,100.3
4,770.7
3,515.2
1,786.0
12,172.2
Adjusted EBITDA by segment
495.6
971.2
561.6
285.4
2,313.8
Head office corporate costs
(128.1)
Depreciation and amortization
(685.3)
Acquisition, integration and reorganization costs
(133.8)
ERP implementation costs
(66.8)
Net financing expenses, excluding interest income
(355.4)
Share of depreciation, financing expenses and
taxes of associates and joint ventures
(16.4)
Earnings before income taxes
928.0
Other information:
Personnel costs of segments
1,481.5
3,327.8
2,592.7
1,336.8
8,738.8
WSP GLOBAL INC.
F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
2023
Canada
Americas
EMEIA
APAC
Total
$
$
$
$
$
Revenues
2,498.5
6,024.8
3,900.4
2,013.5
14,437.2
Less: Subconsultants and direct costs
(586.5)
(1,937.0)
(707.4)
(309.3)
(3,540.2)
Net revenues
1,912.0
4,087.8
3,193.0
1,704.2
10,897.0
Adjusted EBITDA by segment
433.5
808.1
489.9
308.6
2,040.1
Head office corporate costs
(118.8)
Depreciation and amortization
(673.2)
Impairment of long-lived assets
(87.1)
Acquisition, integration and reorganization costs
(105.0)
ERP implementation costs
(81.0)
Net financing expenses, excluding interest income
(215.2)
Share of depreciation, financing expenses and
taxes of associates and joint ventures
(14.9)
Earnings before income taxes
744.9
Other information:
Personnel costs of segments
1,356.9
2,896.2
2,396.9
1,270.0
7,920.0
GEOGRAPHIC INFORMATION
The Corporation's revenues are allocated to geographic
regions based on the country of operation, as follows, for
the years ended December 31:
2024
2023
$
$
US
6,551.9
5,655.2
Canada
2,788.1
2,498.5
UK
1,781.4
1,583.2
Australia
1,241.3
1,155.2
Sweden
685.2
664.2
Other
3,118.9
2,880.9
16,166.8
14,437.2
Right-of-use assets, property and equipment, goodwill
and intangible assets are allocated in the following
countries, as at December 31:
2024
2023
$
$
US
7,340.0
4,415.9
Canada
2,247.7
2,268.6
UK
806.5
703.6
Australia
705.4
705.0
Other
1,451.2
1,426.3
12,550.8
9,519.4
WSP GLOBAL INC.
F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
7 REVENUES
The tables below present the Corporation’s disaggregated revenues by market sector and client category, for the years
ended December 31:
2024
Canada
Americas
EMEIA
APAC
Total
$
$
$
$
$
Market sector
Transportation & Infrastructure
825.9
2,826.5
1,808.8
849.5
6,310.7
Earth & Environment
1,290.8
2,343.6
792.2
685.6
5,112.2
Property & Buildings
568.1
1,075.4
1,484.6
467.6
3,595.7
Power & Energy
103.3
689.7
299.9
55.3
1,148.2
2,788.1
6,935.2
4,385.5
2,058.0
16,166.8
Client category
Public sector
1,323.8
3,656.4
2,378.6
1,024.1
8,382.9
Private sector
1,464.3
3,278.8
2,006.9
1,033.9
7,783.9
2,788.1
6,935.2
4,385.5
2,058.0
16,166.8
2023
Canada
Americas(1)
EMEIA
APAC
Total
$
$
$
$
$
Market sector
Transportation & Infrastructure
593.2
2,638.6
1,675.8
993.6
5,901.2
Earth & Environment
1,302.5
2,183.1
709.3
484.0
4,678.9
Property & Buildings(2)
494.5
827.9
1,262.9
485.0
3,070.3
Power & Energy
108.3
375.2
252.4
50.9
786.8
2,498.5
6,024.8
3,900.4
2,013.5
14,437.2
Client category
Public sector
1,091.2
3,379.9
2,049.0
1,059.8
7,579.9
Private sector
1,407.3
2,644.9
1,851.4
953.7
6,857.3
2,498.5
6,024.8
3,900.4
2,013.5
14,437.2
(1) For the year ended December 31, 2023, the disaggregated revenues by market sector in the Americas reportable segment have been restated to
conform with current year market sector classification.
(2) As at January 1, 2024, the Industry market sector was combined with the Property & Buildings market sector. The disaggregated revenues for the
year ended December 31, 2023 have been restated to align to the new presentation.
The Corporation's remaining performance obligations that are unsatisfied or partially unsatisfied, on all contracts with
customers, amounted to $15.6 billion as of December 31, 2024 ($14.1 billion as at December 31, 2023). This measure
represents future revenues stemming from existing signed contracts with customers, comprised of the value of firm
orders only and excludes any variable consideration that is not highly probable. For public sector clients funded by a
governmental body, funding has been confirmed.
WSP GLOBAL INC.
F-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
8 LONG-TERM INCENTIVE PLANS ("LTIPs")
STOCK OPTIONS
Options granted under the stock option plan, to officers and employees, may be exercised during a period not exceeding
ten years from the grant date. Options vest, at latest, three years after the grant date. Any unexercised options expire at
the earlier of one month after the date a beneficiary ceases to be an employee or the expiration date of the stock option.
2024
2023
Number of stock options exercised during the year ended December 31
190,575
62,374
Exercise price range of stock options exercised during the year ended
December 31
$41.69 to $180.65
$57.98 to $180.65
Stock options outstanding as at December 31
723,204
782,722
Vested stock options outstanding as at December 31
544,844
651,150
Exercise price range of stock options outstanding as at December 31
$41.69 to $210.64
$41.69 to $180.65
The fair value of stock options at grant date was
measured using the Black-Scholes option pricing model.
The historical share price of the Corporation’s common
shares is used to estimate expected volatility, and
government bond rates are used to estimate the risk-free
interest rate. For options granted during the years ended
December 31, 2024 and 2023, the following table
illustrates the inputs used in the measurement of the
grant date fair values of the stock options:
2024
2023
Expected stock price
volatility
22%-26%
24 %
Dividend
0.71%-
0.82%
0.88%-
0.96%
Risk-free interest rate
3.37%-3.91% 3.33%-3.70%
Expected option life
6.05-6.13
5.8
Fair value – weighted
average of options issued
$49.31
$39.93
During the year ended December 31, 2024, the
Corporation
recorded
stock-based
compensation
expense of $6.0 million ($5.0 million in 2023) in personnel
costs.
PSUs, RSUs, DSUs, redeemable PSUs and
redeemable RSUs
The PSUs are settled in cash and vest after three years if
the Corporation meets certain performance targets. The
RSUs are settled in cash and vest after three years. The
DSUs are settled in cash and vest immediately when
granted but their settlement is deferred until employment
with the Corporation is terminated for any reason other
than for cause. Redeemable PSUs vest after three years,
subject
to
performance-based
vesting
conditions.
Redeemable RSUs vest after three years. Redeemable
PSUs and redeemable RSUs may be redeemed by the
participant at any time after vesting but prior to the tenth
anniversary of the grant date for common shares of the
Corporation or cash, or any combination of them, at the
choice of the participant.
The compensation expense and corresponding liability
for the share unit plan awards are measured using the
market value of the Corporation's share price, the
Corporation's expected performance vis-a-vis targets,
and other factors, as applicable, and the expense is
recorded over the vesting period for PSUs, RSUs,
redeemable PSUs and redeemable RSUs and as granted
for DSUs.
At the end of each financial reporting period, changes in
the Corporation’s payment obligation due to changes in
the market value of the Corporation's common shares on
the TSX, or changes in the number of units based on the
Corporation’s expected performance and other factors,
as applicable, are recorded as an expense or recovery.
The
Corporation
recorded
personnel
costs
of
$94.8 million during 2024 ($60.2 million in 2023) related
to the share unit plans. As at December 31, 2024, there
were 753,298 PSUs, RSUs, DSUs, redeemable PSUs and
redeemable RSUs outstanding and the cumulative
WSP GLOBAL INC.
F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
obligation liability stood at $160.7 million (742,377 units
and $120.9 million, respectively, as at December 31,
2023). The intrinsic value of the liability for all share unit
plans for which the participants' right to cash had vested
as at December 31, 2024 was $107.0 million ($87.3 million
as at December 31, 2023).
The
Corporation
enters
into
derivative
financial
instruments with Canadian financial institutions to limit the
Corporation's exposure to the variability of LTIP-based
units caused by fluctuations in its common share price.
The value of the derivative financial instruments fluctuates
in accordance with the movement of the Corporation's
common share price and these instruments are classified
as FVTPL. As such, they are measured at fair value on the
consolidated statement of financial position and the mark-
to-market gain or loss pertaining to derivative financial
instruments is recorded in personnel costs and financing
expense. In 2024, the mark-to-market gain recorded in
personnel costs and financing expense amounted to
$38.6 million (a $17.2 million gain in 2023). As at
December 31, 2024 and 2023, the Corporation had
derivatives outstanding for 660,000 of its common
shares.
9 PENSIONS SCHEMES
The Corporation operates both defined contribution and
defined benefit pension schemes. Pension costs included
in personnel costs and net financing expense on pension
liabilities consist of the following for the years ended
December 31:
2024
2023
$
$
Employer contributions to defined
contribution pension schemes
169.9
208.7
Current service cost
10.8
10.0
Past service cost
—
(0.6)
Administration cost
—
1.3
Defined benefit pension scheme
expense
10.8
10.7
Interest expense
13.9
19.2
Expected return on plan assets
(7.6)
(12.9)
Net financing expense on pension
liabilities
6.3
6.3
Overview of defined benefit plans
In the UK, there are several defined benefit schemes, all
of which are closed to new members. The assets of the
schemes are held separately from those of the
Corporation in independently administered funds. The
combined employee and employer contributions to be
paid in the year ending December 31, 2025, pertaining to
the Corporation’s defined benefit pension schemes in the
UK, are expected to be nil.
In Sweden, a portion of a multi-employer and collectively-
bargained defined benefit plan is recognized on the
Corporation’s consolidated statement of financial position
as a defined benefit plan. Accrual of service costs under
this arrangement ceased in 2008 when the Corporation
began insuring new accruals with an insurance company.
This portion of the plan accounted for as a defined benefit
plan relates to the historical accruals prior to 2008, which
are unfunded.
The benefits within the collectively-bargained plan in
Sweden which are insured with an insurance company
are considered a multi-employer plan. Since the
insurance company is not able to specify the portion of
their insurance assets which are set aside to meet each
and every individual employers’ share of pension
obligation, it is treated as a defined contribution scheme
in the Corporation's consolidated financial statements.
In the US, the Corporation maintains a deferred
compensation plan under which a portion of employees’
compensation is deferred and invested in financial assets
held in a trust (included in financial assets as disclosed in
note 16, Other financial assets). The financial assets held
in a trust are for the ultimate benefit of the employees but
are available to the Corporation’s creditors in the event of
insolvency. Therefore this plan is reported as an unfunded
plan.
In the US, the Corporation also maintained a funded
defined benefit scheme, which was settled and closed in
2024. The assets of the scheme were held separately
from those of the Corporation in independently
administered funds and have been entirely paid out to the
members.
WSP GLOBAL INC.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
In August 2024, the Corporation wound-up the funded
defined benefit scheme in the US. As a result, $11.6 million
was paid in cash in settlement of the remaining net
obligation and is presented on the statement of cash flow
as a component of cash contribution to defined benefit
pension schemes.
Accounting policies
Defined contributions are charged to net earnings as
incurred.
For funded and unfunded defined benefit plans, any
deficit of the fair value of plan assets over the present
value of the defined benefit obligation is recognized as a
liability in the consolidated statement of financial position.
Actuarial gains and losses are recognized in full as they
arise in other comprehensive income. These gains and
losses reflect changes in actuarial assumptions, and
differences between actuarial assumptions and what has
actually occurred.
The actuarial costs charged to the consolidated
statements of earnings in respect of defined benefit plans
may consist of current service cost, net interest on
defined benefit liability (asset), past service costs and
costs of curtailments.
The liabilities of the Corporation arising from defined
benefit obligations and their related current service cost
are determined using the projected unit credit method.
Valuations are performed annually. Actuarial advice is
provided by both external consultants and actuaries. The
actuarial assumptions used to calculate the benefit
obligations vary according to the economic conditions of
the country in which the plan is located and are set out
below.
Fair value of plan assets
The following table presents, the fair values by major
categories of plan assets pertaining to the funded UK
defined benefits pension schemes as at December 31,
2024, and pertaining to the funded US and UK defined
benefits pension schemes as at December 31, 2023:
2024
2023
$
%
$
%
Equities
14.2
9
13.1
6
Bonds
36.4
23
85.4
38
Liability-driven
investments
63.4
40
62.0
28
Cash and cash
equivalents
—
—
13.4
6
Other
44.4
28
48.5
22
158.4
100 222.4
100
Reconciliations
Amounts recognized in the statements of financial
position are as follows, as at December 31:
2024
2023
$
$
Fair value of plan assets (UK)
158.4
156.0
Present value of funded obligations
(UK)
(136.8)
(140.8)
Net asset of funded plans (UK)
21.6
15.2
Fair value of plan assets (US)
—
66.4
Present value of funded obligations
(US)
—
(78.6)
Deficit of funded plans (US)
—
(12.2)
Present value of unfunded
obligations (US)
(165.8)
(137.7)
Present value of unfunded
obligations (Sweden)
(36.3)
(37.6)
Net pension liability
(180.5)
(172.3)
WSP GLOBAL INC.
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
Changes in the fair value of plan assets are as follows, as
at December 31:
2024
2023
$
$
Fair value of plan assets –
beginning balance
222.4
252.8
Expected return on plan assets
7.6
12.9
Contributions from employer
4.4
9.8
Benefits paid
(8.1)
(16.9)
Payments in respect of settlements
(67.7)
(44.7)
Administration costs
—
(1.3)
Actuarial gain (experience)
(11.9)
6.6
Exchange differences
11.7
3.2
Fair value of plan assets – ending
balance
158.4
222.4
Changes in the present value of the defined benefit
obligation
are
as
follows
for
the
years
ended
December 31:
2024
2023
$
$
Present value of obligation –
beginning balance
394.7
415.1
Present value of obligation –
acquisitions
—
4.2
Current service cost
10.8
10.0
Past service cost
—
(0.6)
Benefits paid
(21.7)
(28.1)
Payments in respect of settlements
(79.4)
(44.7)
Interest expenses
13.9
19.2
Actuarial losses - changes in
assumptions
(2.3)
14.8
Actuarial losses - changes in
experience adjustments
(0.7)
2.8
Exchange differences
23.6
2.0
Present value of obligation –
ending balance
338.9
394.7
Net retirement obligations deficit summary, as at
December 31:
2024
2023
$
$
Fair value of scheme assets
158.4
222.4
Present value of scheme liabilities
(338.9)
(394.7)
Deficit
(180.5)
(172.3)
Actuarial assumptions and risks
The main assumptions used to calculate the liabilities
related to defined benefit obligations and their related
current service cost were as follows as at and for the
years ended December 31:
2024
2023
UK
Rate of increase in
pension payments
2.00% to
3.00%
2.05% to
2.95%
Discount rate
5.50 %
4.75 %
Inflation assumption
2.80% to
3.15%
2.75% to
3.10%
Life expectancy at age
65 (for member
currently aged 65)
– Men
87.1
87.2
– Women
89.7
89.6
Sweden
Discount rate
3.50 %
3.25 %
Inflation assumption
1.80 %
1.60 %
Life expectancy at age
65 (for member
currently aged 65)
– Men
86.9
86.9
– Women
88.9
88.9
US
Discount rate (unfunded
plans)
4.90% to
5.25%
4.75% to
4.80%
Discount rate (funded
plans)
Not applicable
4.91 %
WSP GLOBAL INC.
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
The Corporation’s defined benefit plans expose it to
interest risk, inflation risk, longevity risk, currency risk and
market investment risk. Sensitivity analysis of the overall
pension deficit as at December 31, 2024 to changes in
principal assumptions is shown in the following table:
Assumption
Change in basis
points / years
Increase in
pension deficit
$
Discount rate
- 10 bps
2.7
Inflation rate(1)
+ 10 bps
1.3
Mortality(1)
+ 1 year
7.1
(1) Impact on pension deficit of defined benefit plans in UK and Sweden
only.
10 ACQUISITION, INTEGRATION AND
REORGANIZATION COSTS AND ERP
IMPLEMENTATION COSTS
The table below presents the composition of acquisition, integration and reorganization costs:
2024
2023
$
$
Business acquisition costs
37.6
12.5
Integration costs of acquired businesses
96.2
92.5
133.8
105.0
Included in acquisition, integration and reorganization
costs in 2024 are employee benefit costs of $40.2 million
($41.2 million in 2023). Other than employee benefit costs,
costs relate mainly to legal and professional fees and
early contract termination costs.
Included in ERP implementation costs in 2024 are
employee benefit costs of $41.1 million ($22.5 million in
2023). Other than employee benefit costs, costs relate
mainly to professional fees.
11 NET FINANCING EXPENSE
2024
2023
$
$
Interest expense related to credit facilities and senior unsecured notes
231.5
185.1
Interest expense on lease liabilities
46.8
40.9
Net financing expense on pension obligations
6.3
6.3
Exchange (gains) losses on assets and liabilities denominated in foreign currencies
(4.8)
4.7
Unrealized losses (gains) on derivative financial instruments
65.5
(27.4)
Other interest and bank charges
27.9
23.7
Gains on investments in securities
(17.8)
(18.1)
Interest income
(14.8)
(12.6)
340.6
202.6
WSP GLOBAL INC.
F-35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
12 INCOME TAXES
INCOME TAX EXPENSE AND TAX RATE RECONCILIATION
The components of the income tax expense for the years ended December 31, 2024 and 2023 were as follows:
2024
2023
$
$
Current income tax expense
Current income tax expense on earnings for the year
341.7
304.1
Global minimum top-up tax expense
4.8
—
Adjustments in respect of prior years
(42.7)
(50.6)
303.8
253.5
Deferred income tax recovery
Origination and reversal of temporary differences
(80.9)
(100.1)
Impact of changes in substantively enacted income tax rates
—
0.1
Adjustments in respect of prior years
23.7
38.4
(57.2)
(61.6)
Income tax expense
246.6
191.9
The reconciliation of the difference between the income tax expense using the combined Canadian federal and
provincial statutory income tax rate of 26.5% in 2024 and in 2023 and the actual effective income tax rate is as follows
for the years ended December 31:
2024
2023
$
%
$
%
Earnings before income taxes
928.0
744.9
Income tax expense at the combined Canadian federal
and provincial statutory income tax rate
245.9
26.5 %
197.4
26.5 %
Changes resulting from:
Foreign income tax rate differences
(0.4)
—
(12.1)
(1.6) %
Current tax expense related to global minimum top-up
tax
4.8
0.5 %
—
—
Non-deductible expenses, net of non-taxable income
(0.3)
—
5.3
0.7 %
Net unrecognized income tax benefits
15.5
1.7 %
13.3
1.8 %
Adjustments in respect of prior years
(19.0)
(2.1) %
(12.2)
(1.6) %
Other items
0.1
—
0.2
—
246.6
26.6 %
191.9
25.8 %
In 2024 and 2023, net unrecognized income tax benefits represented the impact of unrecognized current and prior
years income tax benefits related mostly to foreign subsidiaries where recovery is not considered probable, partly offset
by the recognition of previously unrecognized deferred income tax assets related to certain subsidiaries that generated
profits in the current year.
WSP GLOBAL INC.
F-36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
TEMPORARY DIFFERENCES
The significant components of deferred income tax assets and liabilities were as follows, as at December 31:
2024
As at
January 1
Credited
(charged)
to
statement
of
earnings
Credited
(charged)
to other
compre-
hensive
income
Credited
directly
to equity
Business
acquisi-
tions and
disposals
Exchange
differences
As at
December
31
$
$
$
$
$
$
$
Deferred income tax assets
Deductible provisions upon
settlement
231.2
4.6
—
—
26.5
9.6
271.9
Tax loss carry forwards
47.5
(16.2)
—
—
—
0.3
31.6
Pension schemes
43.8
6.7
2.3
—
—
3.7
56.5
Deferred issuance-related costs
9.2
(7.0)
—
12.6
—
—
14.8
Property and equipment
20.4
(8.9)
—
—
—
0.8
12.3
Lease liability
222.2
1.3
—
—
29.8
7.7
261.0
Research and development
expenses
230.8
61.5
—
—
31.4
26.0
349.7
Derivative financial instruments
—
14.7
—
—
—
—
14.7
Other temporary differences
33.7
(3.5)
1.2
—
0.3
1.0
32.7
838.8
53.2
3.5
12.6
88.0
49.1
1,045.2
Deferred income tax liabilities
Costs and anticipated profits in
excess of billings
(125.5)
2.8
—
—
—
(0.2)
(122.9)
Holdbacks
(16.9)
0.6
—
—
—
—
(16.3)
Property and equipment
(20.7)
4.0
—
—
(9.5)
(1.1)
(27.3)
Right-of-use assets
(182.9)
(8.9)
—
—
(30.0)
(6.5)
(228.3)
Intangible assets
(118.7)
45.6
—
—
(144.3)
(9.9)
(227.3)
Goodwill
(44.8)
(28.7)
—
—
—
(5.2)
(78.7)
Derivative financial instruments
(6.8)
1.2
(18.8)
—
—
—
(24.4)
Prepaid expenses
(11.6)
(5.2)
—
—
—
(1.3)
(18.1)
Other temporary differences
(31.0)
(7.4)
(0.1)
—
(32.2)
(3.3)
(74.0)
(558.9)
4.0
(18.9)
—
(216.0)
(27.5)
(817.3)
279.9
57.2
(15.4)
12.6
(128.0)
21.6
227.9
WSP GLOBAL INC.
F-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
2023
As at
January 1
Credited
(charged)
to
statement
of
earnings
Credited
(charged)
to other
compre-
hensive
income
Credited
directly
to equity
Business
acquisi-
tions and
disposals
Exchange
differences
As at
December
31
$
$
$
$
$
$
$
Deferred income tax assets
Deductible provisions upon
settlement
213.7
(4.1)
—
—
25.6
(4.0)
231.2
Tax loss carry forwards
22.9
22.9
—
—
1.7
—
47.5
Pension schemes
42.8
(2.1)
2.5
—
1.4
(0.8)
43.8
Deferred issuance-related
costs
14.1
(4.9)
—
—
—
—
9.2
Property and equipment
19.7
0.4
—
—
—
0.3
20.4
Lease liability
209.0
14.3
—
—
1.9
(3.0)
222.2
Research and development
expenses
159.1
71.7
—
—
5.0
(5.0)
230.8
Derivative financial instruments
6.4
(6.4)
—
—
—
—
—
Other temporary differences
49.2
(12.5)
—
—
(2.2)
(0.8)
33.7
736.9
79.3
2.5
—
33.4
(13.3)
838.8
Deferred income tax liabilities
Costs and anticipated profits in
excess of billings
(103.2)
(21.9)
—
—
(0.2)
(0.2)
(125.5)
Holdbacks
(18.9)
2.0
—
—
—
—
(16.9)
Property and equipment
(24.4)
6.3
—
—
(3.6)
1.0
(20.7)
Right-of-use assets
(181.2)
(0.4)
—
—
(3.7)
2.4
(182.9)
Intangible assets
(128.3)
43.1
—
—
(33.3)
(0.2)
(118.7)
Goodwill
(16.6)
(30.3)
—
—
1.3
0.8
(44.8)
Derivative financial instruments
(9.1)
(5.4)
7.7
—
—
—
(6.8)
Prepaid expenses
(6.3)
(5.5)
—
—
—
0.2
(11.6)
Other temporary differences
(25.9)
(5.6)
1.3
—
(0.5)
(0.3)
(31.0)
(513.9)
(17.7)
9.0
—
(40.0)
3.7
(558.9)
223.0
61.6
11.5
—
(6.6)
(9.6)
279.9
WSP GLOBAL INC.
F-38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
The deferred income taxes are presented as follows on
the consolidated statements of financial position, as at
December 31:
2024
2023
$
$
Deferred income tax assets
404.1
429.3
Deferred income tax liabilities
(176.2)
(149.4)
227.9
279.9
As at December 31, 2024, the Corporation had
recognized deferred income tax assets of $31.6 million
($47.5 million as at December 31, 2023) related to tax
losses of the current and prior years. The deferred
income tax assets are recognized, as the Corporation
believes it is probable that taxable profits will be available
in the future against which the tax loss carry forwards can
be utilized.
As at December 31, 2024, the Corporation had
$212.1 million ($186.1 million as at December 31, 2023) of
unrecognized deferred income tax assets. Of these, a
portion
relates
to
tax
loss
carry
forwards
of
$463.5 million, of which $115.0 million expire between
2025 and 2036 and the remainder of which having no
expiry ($436.3 million and $75.8 million, respectively, as at
December 31, 2023) and a portion relates to gross
temporary differences with no expiry of $197.3 million
($169.2 million as at December 31, 2023). Additionally,
$58.2 million of unrecognized deferred income tax assets
relate to tax credits that expire between 2025 and 2034
($42.9 million as at December 31, 2023). The Corporation
considers the recovery of those unrecognized deferred
income tax assets as not probable.
As at December 31, 2024, a deferred income tax liability
relating to $1,306.4 million of taxable temporary
differences associated with the undistributed earnings of
subsidiaries, has not been recognized as the Corporation
controls the timing of the reversal of these temporary
differences and does not expect they will reverse in the
foreseeable future ($1,070.1 million as at December 31,
2023). Upon distribution of these earnings in the form of
dividends or otherwise, the Corporation may be subject
to corporate or withholding income taxes.
OECD PILLAR TWO RULES
The Corporation is subject to the global minimum top-up
tax under Pillar Two tax legislation. The Corporation
recognized a current income tax expense of $4.8 million
related to the top-up tax (nil in 2023).
The Corporation has applied a temporary mandatory
relief from deferred tax accounting for the impacts of the
new Pillar Two top-up tax and will account for it as a
current income tax expense when it is incurred.
13 FINANCIAL INSTRUMENTS
FAIR VALUE
Cash, trade and other receivables, accounts payable,
dividends payable to shareholders, bank overdrafts, long-
term debt related to credit facilities and other financial
liabilities are financial instruments whose fair values
approximate their carrying values due to their short-term
maturity, variable interest rates or current market rates for
instruments with fixed rates.
The fair value hierarchy under which the Corporation’s
financial instruments are valued is as follows:
• Level 1 includes unadjusted quoted prices in active
markets for identical assets or liabilities;
• Level 2 includes inputs other than quoted prices
included in Level 1 that are observable for the assets
or liability, either directly or indirectly;
• Level 3 includes inputs for the assets or liability that
are not based on observable market data.
The Corporation's senior unsecured notes are financial
liabilities carried at amortized costs. As at December 31,
2024, the fair value of the $2.0 billion of senior unsecured
notes, which is based on unadjusted quote prices (Level
1), was $2,030.9 million ($987.9 million for the $1.0 billion
of senior unsecured notes as at December 31, 2023).
As at December 31, 2024 and 2023, fair values of other
financial assets and hedges of the Corporation's common
shares are determined under Level 1. Fair values of
foreign currency risk based financial instruments, notably
foreign currency forward contracts and options, cross
currency swap agreements and cross currency interest
rate swap agreements, are determined under Level 2.
WSP GLOBAL INC.
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
FINANCIAL RISK MANAGEMENT
The Corporation is exposed to credit risk, foreign
currency risk, interest rate risk and liquidity risk. The
following analyses provide a portrait of those risks as at
December 31, 2024 and 2023.
Credit risk
Credit risk is the risk that a counterparty will not meet its
obligations under a financial instrument or customer
contract, leading to a financial loss.
Financial instruments which potentially subject the
Corporation to significant credit risk consist principally of
cash, trade receivables, other receivables, derivative
financial instruments, investments in securities and
amounts due from joint ventures and associates. Costs
and anticipated profits in excess of billings are also
evaluated for credit risk using the same model. The
Corporation’s maximum amount of credit risk exposure is
limited to the carrying amount of these financial
instruments and contract assets, which is $6,572.7 million
as at December 31, 2024 ($5,139.1 million as at
December 31, 2023).
The Corporation’s cash is held with investment-grade
financial institutions. Therefore, the Corporation considers
the risk of non-performance on these instruments to be
minimal.
The Corporation’s credit risk is principally attributable to
its trade receivables and costs and anticipated profits in
excess of billings. The amounts disclosed in the
consolidated statements of financial position are net of an
allowance for expected credit losses, estimated by
Management and based, in part, on the age of the specific
receivable balance and the current and expected
collection trends. Generally, the Corporation does not
require collateral or other security from customers for
trade accounts receivable; however, credit is extended
following an evaluation of creditworthiness. In addition,
the Corporation performs ongoing credit reviews of all its
customers and establishes an allowance for expected
credit losses when the likelihood of collecting the account
has significantly diminished. The Corporation believes
that the credit risk of trade accounts receivable is limited.
During the year ended December 31, 2024, the
Corporation recognized net credit losses of $9.6 million
($18.8 million in 2023).
The Corporation mitigates its credit risk by providing
services to diverse clients in various market sectors,
countries and sectors of the economy.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.
The Corporation operates internationally and is exposed
to currency risks arising from its operating activities
denominated in US dollars, pounds sterling, Australian
dollars, Swedish krona, New Zealand dollars, euros, and
other currencies as well as from its net assets in foreign
operations. These risks are partially offset by purchases
and operating expenses incurred in these currencies.
The Corporation has investments in foreign operations,
whose net assets are exposed to foreign currency risk.
This risk is partly offset through borrowings denominated
in the relevant foreign currency. The exchange gains or
losses on the net equity investment of these operations
are reflected in the accumulated other comprehensive
income account in shareholders’ equity, as part of the
currency translation adjustment.
The Corporation enters into foreign currency forward
contracts and options to hedge the variability in the
foreign currency exchange rates of certain currencies
against the Canadian dollar. As at December 31, 2024, the
net fair market value loss of these forward contracts and
options amounted to $55.5 million, and losses of
$76.8 million were recorded in net earnings in 2024. The
largest hedged currency outstanding as at December 31,
2024 represents a nominal amount of $1,011.7 million US
dollars.
The Corporation holds cross-currency interest rate swap
agreements for a nominal amount of $2.0 billion Canadian
dollars to hedge the variability in the USD/CAD currency
risk of the Corporation’s net investment in foreign entities
having the USD as their functional currency. The fair
market value loss of these cross-currency interest rate
swaps agreements as at December 31, 2024 amounted
to $79.6 million and the change in fair value was recorded
in other comprehensive loss.
The Corporation holds cross-currency interest rate swap
agreements to hedge the variability in multiple currencies
to the Canadian dollar, as well as the variability in interest
rates of multiple foreign currency-denominated debts.
The cross-currency component and interest rate
WSP GLOBAL INC.
F-40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
component of each of these financial instruments are
bifurcated and each component designated as either a
net investment hedge or cash flow hedge, respectively.
The fair market value net loss of these cross-currency
interest rate swaps agreements as at December 31, 2024
amounted to $2.7 million and the changes in fair value
were recorded in other comprehensive income.
The Corporation holds interest rate collar agreements for
a nominal amount of $300.0 million US dollars to hedge
the
variability
in
interest
rates
of
its
US-dollar
denominated debt. The fair market value of these interest
rate collar agreements as at December 31, 2024
amounted to nil and the change in fair value was recorded
in other comprehensive loss.
The Corporation holds cross-currency interest rate swap
agreements for a nominal amount of $92.0 million
Australian dollars to hedge the variability in the Australian
dollar to the US dollar, as well as variability in interest
rates. These financial instruments are not designated in a
hedging relationship. The fair market value gain of these
cross-currency interest rate swaps agreements as at
December 31, 2024 amounted to $3.8 million and the
change in fair value was recorded in net earnings.
The
Corporation
enters
into
derivative
financial
instruments with Canadian financial institutions to limit the
Corporation's exposure to the variability of cash-settled
long-term incentive plan (“LTIP”) share unit compensation
plans caused by fluctuations in its common share price.
The value of the derivative financial instruments fluctuates
in accordance with the movement of the Corporation's
common share price and are classified as fair value
through profit or loss. As such, they are measured at fair
value on the consolidated statement of financial position
and the mark-to-market gain or loss pertaining to
derivative financial instruments is recorded in personnel
costs and financing expense as an offset of the
revaluation of the LTIP liability. As at December 31, 2024,
the Corporation had hedges outstanding for 660,000 of
its common shares, with total fair value gain of
$14.0 million (for 660,000 shares, with a gain of
$8.9 million as at December 31, 2023). In 2024, mark-to-
market variations on LTIP hedging instruments, recorded
in personnel costs and financing expense, totalled a gain
of $38.6 million (a gain of $17.2 million in 2023).
Taking into account the amounts denominated in foreign currencies and presuming that all of the other variables remain
unchanged, a fluctuation in exchange rates would have an impact on the Corporation’s net earnings and equity.
Management believes that a 10% change in exchange rates could be reasonably possible. The table below summarizes
the impacts on net earnings and other comprehensive income of a 10% weakening or strengthening in exchange rates
against the Canadian dollar, for the years ended December 31:
2024
US dollar
Pound
sterling
Australian
dollar
Swedish
krona
$
$
$
$
Net earnings
24.9
8.5
6.9
2.8
Other comprehensive income
615.1
78.7
59.6
22.5
2023
US Dollar
Pound
sterling
Australian
Dollar
Swedish
krona
$
$
$
$
Net earnings
25.3
6.7
5.2
3.2
Other comprehensive income
342.7
63.2
62.7
20.9
WSP GLOBAL INC.
F-41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
Interest risk
Interest rate risk is the risk that the fair value of future
cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Corporation’s
exposure to the risk of changes in market interest rates
relates primarily to its long-term debt and other non-
current financial liabilities with floating interest rates. This
risk is partially offset by cash held at variable rates.
Management believes a 100-basis point change in
interest rates is reasonably possible. A 100-basis point
increase in interest rates, all other variables held constant,
would decrease the Corporation’s net earnings by $13.8
million. A 100-basis point decrease in interest rates, all
other variables held constant, would increase the
Corporation’s net earnings by $15.7 million.
Liquidity risk
Liquidity risk is the risk that the Corporation will encounter
difficulties in meeting its obligations as they fall due.
A centralized treasury function ensures that the
Corporation maintains funding flexibility by assessing
future cash flow expectations and by maintaining
sufficient headroom on its committed borrowing facilities.
Borrowing limits, cash restrictions and compliance with
debt covenants are also taken into account.
The Corporation watches for liquidity risks arising from
financial instruments on an ongoing basis. Management
monitors the liquidity requirements to ensure it has
sufficient cash to meet operational needs while
maintaining
sufficient
headroom
on
its
undrawn
committed borrowing facilities at all times. WSP has
access to committed lines of credit with banks, as
described in note 24, Long-term debt.
The tables below presents the contractual maturities of financial liabilities as at December 31, 2024 and 2023. The
amounts disclosed are contractual undiscounted cash flows.
2024
Carrying
amount
Contractual
cash flows
Less than
a year
Between
1 - 2 years
More than
2 years
$
$
$
$
$
Accounts payable and accrued liabilities
3,261.2
3,261.2
3,261.2
—
—
Dividends payable to shareholders
48.9
48.9
48.9
—
—
Lease liabilities
1,192.2
1,487.8
358.8
282.1
846.9
Long-term debt
4,599.4
5,456.0
925.0
1,042.0
3,489.0
9,101.7
10,253.9
4,593.9
1,324.1
4,335.9
2023
Carrying
amount
Contractual
cash flows
Less than
a year
Between
1 - 2 years
More than
2 years
$
$
$
$
$
Accounts payable and accrued liabilities
2,738.2
2,738.2
2,738.2
—
—
Dividends payable to shareholders
46.8
46.8
46.8
—
—
Lease liabilities
1,002.1
1,162.5
319.5
244.1
598.9
Long-term debt
3,262.5
3,858.7
743.7
734.8
2,380.2
7,049.6
7,806.2
3,848.2
978.9
2,979.1
As at December 31, 2024, the Corporation had amounts available under the credit facility of $1,836.0 million
($1,467.8 million as at December 31, 2023), net of outstanding letters of credit of $121.5 million ($148.9 million as at
December 31, 2023). The Corporation's cash and cash equivalents, net of bank overdraft, as at December 31, 2024 was
$619.3 million ($361.9 million as at December 31, 2023).
WSP GLOBAL INC.
F-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
14 TRADE AND OTHER RECEIVABLES
As at December 31
2024
2023
$
$
Net trade receivables
2,913.1 2,364.2
Other receivables
444.4
328.5
Derivative financial instruments
28.8
25.9
Amounts due from joint ventures
and associates
4.4
7.8
3,390.7 2,726.4
In applying the simplified approach to measuring
expected credit losses, the Corporation does not track
changes in credit risk and therefore does not assign
credit risk rating grades to trade receivables. The
Corporation does track the aging of gross trade
receivables past due, which was as follows:
As at December 31
2024
2023
$
$
Current
1,503.1
907.7
Past due 0-30 days
623.7
714.0
Past due 31-60 days
304.0
306.0
Past due 61-90 days
138.5
182.3
Past due 91-180 days
197.5
182.4
Past due over 180 days
341.9
241.8
Trade receivables
3,108.7 2,534.2
Allowance for expected credit loss
(195.6)
(170.0)
Net trade receivables
2,913.1 2,364.2
The Corporation is exposed to credit risk with respect to
its trade receivables and maintains provisions for
potential credit losses. Potential for such losses is
mitigated
because
customer
creditworthiness
is
evaluated before credit is extended and no single
customer represented more than 10% of revenues.
During the year ended December 31, 2024, the
Corporation recognized net credit losses of $9.6 million
($18.8 million in 2023).
Subsequent to the end of the year, in January 2025, the
Corporation entered into a factoring arrangement to sell
eligible trade receivables, with a facility limit of
US$150
million.
Either
party
may
terminate
the
arrangement at any time subject to a notice period. As
eligible trade receivables are sold, the Corporation
derecognizes
the
factored
receivables
from
the
consolidated statement of financial position. Cash flows
from the factoring arrangement are presented as
operating activities in the consolidated statement of cash
flows.
WSP GLOBAL INC.
F-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
15 CONTRACT BALANCES
Changes in costs and anticipated profits in excess of billings (contract assets) and in billings in excess of costs and
anticipated profits (contract liabilities) are as follows:
2024
2023
Costs and
anticipated
profits in excess
of billings
Billings in
excess of costs
and anticipated
profits
Costs and
anticipated
profits in excess
of billings
Billings in
excess of costs
and anticipated
profits
$
$
$
$
Balance - As at January 1
1,911.6
(1,158.0)
1,626.2
(973.1)
Increases due to cash received or amounts
invoiced prior to rendering of services
—
(4,370.1)
—
(3,339.6)
Transfers to revenues once related services
have been deemed rendered
—
3,979.5
—
3,167.5
Additions to contract assets through revenues
recognition
12,187.3
—
11,269.7
—
Transfers from costs and anticipated profits in
excess of billings to trade receivables
(11,931.4)
—
(10,978.0)
—
Changes due to business acquisitions and
disposals (note 5)
114.2
(39.5)
15.8
(25.6)
Effect of exchange rate changes
109.1
(64.6)
(22.1)
12.8
Balance - As at December 31
2,390.8
(1,652.7)
1,911.6
(1,158.0)
In the year ended December 31, 2024, revenue recognized that was included in contract liability as at January 1, 2024
amounted to $988.7 million ($819.7 million in 2023). In the year ended December 31, 2024, revenue recognized from
performance obligations satisfied or partially satisfied in previous years amounted to $101.6 million ($86.2 million in 2023).
16 OTHER FINANCIAL ASSETS
As at December 31
2024
2023
$
$
Investments in securities
167.7
123.1
Other
0.3
0.2
168.0
123.3
Investments in securities include investments in a
multitude of mutual funds, based on employees’
investment elections, with respect to the deferred
compensation obligations of the Corporation in the US as
disclosed in note 9, Pension schemes. The fair value of
these investments is $167.2 million ($122.6 million in
2023), determined by the market price of the funds at the
reporting date, which are Level 1 inputs (unadjusted
quoted prices in active markets for identical assets).
WSP GLOBAL INC.
F-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
17 RIGHT-OF-USE ASSETS AND LEASE
LIABILITIES
RIGHT-OF-USE ASSETS
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Real
estate
Equipment
Total
Real
estate
Equipment
Total
$
$
$
$
$
$
Balance - Beginning of year
780.2
44.0
824.2
935.7
43.2
978.9
Additions through business
acquisitions and measurement
period adjustments
116.0
—
116.0
43.1
2.0
45.1
Additions
101.2
53.0
154.2
97.3
22.1
119.4
Lease renewals, reassessments
and modifications
234.6
2.2
236.8
65.9
0.1
66.0
Disposal of a business
—
—
—
(5.7)
—
(5.7)
Depreciation expense
(277.5)
(32.8)
(310.3)
(293.5)
(22.9)
(316.4)
Impairment
—
—
—
(65.1)
—
(65.1)
Utilization of lease inducement
allowances
10.6
—
10.6
8.9
—
8.9
Exchange differences
33.0
2.1
35.1
(6.4)
(0.5)
(6.9)
Balance - End of year
998.1
68.5
1,066.6
780.2
44.0
824.2
In 2023, the Corporation recorded impairment charges against certain real estate right-of-use assets, in the context of
on-going reorganizations as part of its real estate strategy.
WSP GLOBAL INC.
F-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
LEASE LIABILITIES
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Real
estate
Equipment
Total
Real
estate
Equipment
Total
$
$
$
$
$
$
Balance - Beginning of year
962.5
39.6
1,002.1
1,089.9
39.9
1,129.8
Additions through business
acquisitions and measurement
period adjustments
115.3
—
115.3
36.1
1.5
37.6
Additions
101.2
53.0
154.2
97.3
22.1
119.4
Lease renewals, reassessments
and modifications
205.6
2.3
207.9
64.3
—
64.3
Disposal of a business
—
—
—
(6.0)
—
(6.0)
Interest expense on lease liabilities
(note 11)
43.0
3.8
46.8
39.0
1.9
40.9
Payments
(339.0)
(36.7)
(375.7)
(349.6)
(25.5)
(375.1)
Exchange differences
39.6
2.0
41.6
(8.5)
(0.3)
(8.8)
Balance - End of year
1,128.2
64.0
1,192.2
962.5
39.6
1,002.1
Current portion of lease liabilities
258.0
27.0
285.0
239.7
17.8
257.5
Non-current portion of lease
liabilities
870.2
37.0
907.2
722.8
21.8
744.6
WSP GLOBAL INC.
F-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
18 INTANGIBLE ASSETS
Software
Contract
backlogs
Customer
relation-
ships
Trade
names
Total
$
$
$
$
$
Balance as at January 1, 2023
Cost
217.9
266.6
972.5
104.2
1,561.2
Accumulated amortization
(171.2)
(56.0)
(218.8)
(12.6)
(458.6)
Net value
46.7
210.6
753.7
91.6
1,102.6
Additions
123.3
—
—
—
123.3
Additions through business acquisitions and
measurement period adjustments (note 5)
2.6
20.6
77.2
10.1
110.5
Disposals through business disposals
—
(1.0)
(2.7)
—
(3.7)
Amortization for the year
(40.0)
(88.7)
(84.2)
(8.8)
(221.7)
Exchange differences
(0.1)
(1.5)
(6.5)
1.2
(6.9)
Balance as at December 31, 2023
132.5
140.0
737.5
94.1
1,104.1
Balance as at December 31, 2023
Cost
320.4
234.2
1,028.6
115.3
1,698.5
Accumulated amortization
(187.9)
(94.2)
(291.1)
(21.2)
(594.4)
Net value
132.5
140.0
737.5
94.1
1,104.1
Additions
15.5
—
—
—
15.5
Additions through business acquisitions and
measurement period adjustments (note 5)
7.4
83.2
418.6
65.5
574.7
Amortization for the year
(44.6)
(80.2)
(105.2)
(9.2)
(239.2)
Exchange differences
3.8
10.4
61.2
8.8
84.2
Balance as at December 31, 2024
114.6
153.4
1,112.1
159.2
1,539.3
Balance as at December 31, 2024
Cost
332.6
336.2
1,531.1
190.4
2,390.3
Accumulated amortization
(218.0)
(182.8)
(419.0)
(31.2)
(851.0)
Net value
114.6
153.4
1,112.1
159.2
1,539.3
The carrying amount of intangible assets assessed as having an indefinite useful life, which consists of the WSP trade
name, is $51.4 million as at December 31, 2024 ($48 million as at December 31, 2023).
In 2024, the Corporation acquired intangible assets amounting to $590.2 million ($233.8 million in 2023), all of which are
subject to amortization.
WSP GLOBAL INC.
F-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
19 PROPERTY AND EQUIPMENT
Freehold
land and
buildings
Leasehold
improve-
ments
Furniture
and
equipment
Computer
equipment
Total
$
$
$
$
$
Balance as at January 1, 2023
Cost
26.2
299.6
340.3
363.6
1,029.7
Accumulated depreciation
(6.7)
(168.0)
(230.0)
(226.1)
(630.8)
Net value
19.5
131.6
110.3
137.5
398.9
Additions
—
27.4
44.8
87.7
159.9
Additions through business acquisitions and
measurement period adjustments (note 5)
32.2
0.2
0.4
0.8
33.6
Disposals, including through business disposals
—
(1.2)
(4.3)
(0.1)
(5.6)
Depreciation
(1.1)
(32.1)
(30.7)
(71.2)
(135.1)
Impairment
—
(16.1)
(1.6)
—
(17.7)
Exchange differences
3.2
(1.3)
(0.3)
(0.3)
1.3
Balance as at December 31, 2023
53.8
108.5
118.6
154.4
435.3
Balance as at December 31, 2023
Cost
61.8
319.7
366.7
443.1
1,191.3
Accumulated depreciation
(8.0)
(211.2)
(248.1)
(288.7)
(756.0)
Net value
53.8
108.5
118.6
154.4
435.3
Additions
—
27.7
42.7
78.0
148.4
Additions through business acquisitions and
measurement period adjustments (note 5)
8.1
9.2
34.9
10.5
62.7
Disposals
(33.7)
(0.7)
(0.7)
(0.3)
(35.4)
Depreciation
(1.6)
(31.5)
(30.9)
(71.8)
(135.8)
Exchange differences
2.2
4.6
5.0
6.4
18.2
Balance as at December 31, 2024
28.8
117.8
169.6
177.2
493.4
Balance as at December 31, 2024
Cost
35.8
374.1
421.3
530.8
1,362.0
Accumulated depreciation
(7.0)
(256.3)
(251.7)
(353.6)
(868.6)
Net value
28.8
117.8
169.6
177.2
493.4
In 2023, the Corporation recorded impairment charges against certain leasehold improvements and furniture &
equipment, in the context of on-going reorganizations as part of its real estate strategy.
WSP GLOBAL INC.
F-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
20 GOODWILL
2024
2023
$
$
Balance – As at January 1
7,155.8 6,792.2
Goodwill resulting from business
acquisitions
1,835.5
296.4
Measurement period adjustments
(0.6)
163.6
Disposal of a business
—
(28.4)
Exchange differences
460.8
(68.0)
Balance – As at December 31
9,451.5 7,155.8
Goodwill is allocated to the Corporation’s CGUs. The
carrying value of goodwill by CGU is identified in the table
below:
As at December 31
2024
2023
Goodwill allocated to CGUs
$
$
US
5,782.9 3,566.3
Canada
1,722.4
1,712.8
UK
479.3
448.2
Nordic Europe
372.3
344.4
Australia
482.5
488.9
New Zealand
173.7
180.6
Central Europe
214.3
201.5
Asia
91.0
84.0
Latin America
74.6
75.3
Middle East
58.5
53.8
9,451.5 7,155.8
IMPAIRMENT TEST OF LONG-LIVED
ASSETS
The Corporation performed its annual impairment test for
goodwill and other indefinite-lived intangible assets as at
September 30, 2024 in accordance with its policy
described in note 2, Material accounting policies. The
material assumptions used to determine the fair value of
each CGUs for 2024 are discussed below. The
Corporation has not identified any indicators of
impairment at any other date and as such has not
completed an additional impairment calculation.
VALUATION TECHNIQUE
Fair value less costs to sell ("FVLCS")
The recoverable amount of a CGU is determined based
on the FVLCS. Fair value measurement is a market-based
measurement
rather
than
an
entity-specific
measurement. The fair value of a CGU must be measured
using the assumptions that market participants would use
rather than those related specifically to the Corporation.
In determining the FVLCS, an income approach using the
discounted cash flow methodology was utilized. The
inputs used in the discounted cash flows model are Level
3 inputs (inputs not based on observable market data). In
addition, the market approach was employed in
assessing the reasonableness of the conclusions
reached.
Income approach
Management has determined that the discounted cash
flow (“DCF”) technique provides the best assessment of
what a CGU could be exchanged for in an arm’s length
transaction. Fair value is represented by the present value
of expected future cash flows of the business together
with the terminal value of the business at the end of the
forecast period. The DCF technique was applied on an
enterprise-value basis, where the after-tax cash flows
prior to interest expense are discounted using a weighted
average cost of capital (“WACC” or “discount rate”). This
approach requires assumptions regarding revenue
growth rates, adjusted EBITDA margins, level of working
capital, capital expenditures, tax rates and discount rates.
Market approach
It is assumed under the market approach that the value of
a CGU reflects the price at which comparable companies
in the same industry are purchased under similar
circumstances. A comparison of a CGU to similar
companies in the same industry whose financial
information is publicly available may provide a reasonable
basis to estimate fair value. Fair value under this approach
is calculated based on an adjusted EBITDA multiple
compared to the average median multiple based on
publicly available information for comparable companies
and transaction prices.
WSP GLOBAL INC.
F-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
MATERIAL ESTIMATES USED IN
DETERMINING THE FVLCS
Cash flow projections
The cash flow projections are based on the financial
forecast approved by Management and the Board of
Directors. These projections use assumptions that reflect
the Corporation’s most likely planned course of action,
given Management’s judgment of the most probable set
of
economic
conditions,
adjusted
to
reflect
the
expectations of a market participant. Adjusted EBITDA
margin is based on budgeted values in the first year of the
five-year projection period (“projection period”), with
increases over the projection period using an estimated
revenue growth rate. The revenue growth rates applied
following the first year's projections ranged from 2.0% to
9.4%. The adjusted EBITDA margin ranged from 8.1% to
23.5%.
Management
considered
past
experience,
economic trends as well as industry and market trends in
assessing reasonableness of financial projections used.
Discount rate
The discount rate reflects the current market assessment
of the risk specific to comparable companies. The
discount rate was based on the weighted average cost of
equity and cost of debt for comparable companies within
the industry. The discount rate represents the after-tax
WACC. Determining the WACC requires analyzing the
cost of equity and debt separately, and takes into account
a risk premium that is based on the applicable CGU. The
discount rate applied ranged from 8.0% to 11.0%.
Terminal growth rate
Growth rates used to extrapolate the Corporation’s
projection were determined using published industry
growth rates in combination with inflation assumptions
and the input of each CGU’s management group based
on historical trend analysis and future expectations of
growth. The terminal growth rate applied was 2.0%.
SENSITIVITY TO CHANGES IN
ASSUMPTIONS
The following analyses are presented in isolation from
one another, i.e. all other estimates left unchanged:
A 5% decrease, evenly distributed over future periods, in
the expected future net cash inflows would not have
resulted in an impairment of goodwill in any CGU.
An increase of 50 basis points in the discount rates used
to perform the impairment tests would not have resulted
in an impairment of goodwill in any CGU.
A decrease of 25 basis points in the terminal growth rates
used to perform the impairment tests would not have
resulted in an impairment of goodwill in any CGU.
21 OTHER ASSETS
As at December 31
2024
2023
$
$
Investments in associates
99.1
89.8
Investments in joint ventures
38.8
35.6
Receivables from insurance companies
72.3
70.7
Retirement benefit assets (note 9)
21.6
15.2
Other
3.6
6.0
235.4
217.3
WSP GLOBAL INC.
F-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
22 ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES
As at December 31
2024
2023
$
$
Trade payables
871.3
1,107.7
Employee benefits payable
1,097.6
944.4
Accrued expenses and other payables
996.5
525.6
Sales taxes payable
144.1
128.6
Derivative financial instruments
151.7
25.9
Amounts due to joint ventures and associates
—
6.0
3,261.2
2,738.2
23 PROVISIONS
Claims
provisions
Other
provisions
Total
$
$
$
Balance as at January 1, 2024
423.3
110.9
534.2
Additions through business acquisitions
3.5
2.8
6.3
Additional provision recognized
112.2
113.0
225.2
Utilized or reversed
(95.4)
(97.1)
(192.5)
Exchange differences
11.6
2.9
14.5
Balance as at December 31, 2024
455.2
132.5
587.7
Current portion
101.3
20.1
121.4
Non-current portion
353.9
112.4
466.3
Some of the claims provisioned qualify under the Corporation's insurance coverage for reimbursement and as such
receivables from insurance companies are recorded for certain claims in other receivables (note 14) for current claims
and in other assets (note 21) for long-term claims.
WSP GLOBAL INC.
F-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
24 LONG-TERM DEBT
As at December 31
2024
2023
$
$
Borrowings under credit facilities
2,470.5
2,124.7
Senior unsecured notes
1,992.5
996.2
Bank overdraft
4.2
16.1
Other financial liabilities
132.2
125.5
4,599.4
3,262.5
Current portion
704.9
204.2
Non-current portion
3,894.5
3,058.3
The table below presents the contractual maturities of long-term debt as at December 31, 2024. The amounts disclosed
are contractual principal repayments and exclude interest payments.
Carrying
amount
Less than
a year
Between
1 - 2 years
Between
2 - 3 years
More than
3 years
$
$
$
$
$
US$1.5-billion revolving credit facility
203.1
—
—
115.2
87.9
US$1,575-million term loans
2,267.4
612.1
827.7
827.6
—
Senior unsecured notes
1,992.5
—
—
—
1,992.5
Bank overdraft
4.2
4.2
—
—
—
Other financial liabilities
132.2
88.3
25.6
18.3
—
4,599.4
704.6
853.3
961.1
2,080.4
CREDIT FACILITIES
WSP has in place a US$1.5-billion revolving credit facility
with a syndicate of financial institutions comprised of:
- a senior unsecured revolving credit facility to a
maximum amount of US$500.0 million maturing in
June 2027; and
- a senior unsecured revolving credit facility to a
maximum amount of US$1.0 billion maturing in
June 2029.
The amount available under the US$1.5-billion revolving
credit facility was $1,836.0 million (US$1,274.7 million) as
at December 31, 2024.
WSP has in place a fully-committed US$325-million term
loan maturing in April 2025, which has been fully drawn as
at December 31, 2024.
WSP has in place fully-committed US$900.0-million term
loans with various tenors of up to 3.0 years. As at
December 31, 2024, these were fully drawn.
WSP has in place two term loans totalling US$350 million,
with maturities in October 2026 and 2027, fully drawn
under an incremental facility agreement.
The US$1.5-billion credit facility and the US$1,575-million
term loans bear interest at Canadian prime rate, US-
based rate, Bankers’ acceptances rate or Term SOFR
(Secured Overnight Financing Rate) plus an applicable
margin of up to 2.00% that will vary depending on the
type of advances. The Corporation pays a commitment
fee on the available unused credit facility.
Under the US$1.5-billion, the US$325-million, the
US$900-million and the US$350-million credit facilities,
the Corporation is required, among other conditions, to
WSP GLOBAL INC.
F-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
respect certain covenants on a consolidated basis. The
main covenants are in regard to its consolidated funded
debt to consolidated adjusted EBITDA and the interest
coverage ratios. Management reviews compliance with
these covenants on a quarterly basis in conjunction with
filing requirements under its credit facilities. All covenants
have been met as at December 31, 2024 and December
31, 2023. Borrowings under these credit facilities were
mostly denominated in US dollars as at December 31,
2024 and December 31, 2023.
Under the US$1.5-billion credit facility and other facilities,
as at December 31, 2024, the Corporation may issue
irrevocable letters of credit up to $1,144.6 million
($936.0 million as at December 31, 2023). As at
December 31, 2024, the Corporation issued irrevocable
letters of credit totaling $703.0 million ($597.6 million as
at December 31, 2023).
As at December 31, 2024, the Corporation had available
other operating lines of credit amounting to $274.0 million
($216.6 million as at December 31, 2023), of which
$267.3 million were unused at year end ($193.0 million as
at December 31, 2023).
SENIOR UNSECURED NOTES
WSP has senior unsecured notes outstanding, issued at par (the “Notes”), with a book value of $1,992.5 million. The table
below describe the key terms of the Notes.
Issuance
date
Face
value
Fixed interest
rate per annum
Maturity date
Semi annual interest payment dates
April 19, 2021
$500.0
2.408 %
April 19, 2028
19th day of April and October in each year
November 22, 2023 $500.0
5.548 %
November 22, 2030 22nd day of May and November in each year
September 12, 2024
$525.0
4.120 %
September 12, 2029
12th day of March and September in each
September 12, 2024
$475.0
4.754 %
September 12, 2034
12th day of March and September in each
The Notes are senior unsecured obligations of WSP, ranked pari passu with all other unsecured and unsubordinated
indebtedness of WSP, issued pursuant to a Trust Indenture, as supplemented by a first and second supplemental
indenture, each dated April 19, 2021 and November 22, 2023, respectively, as well as a third and fourth supplemental
indenture both dated September 12, 2024.
INTEREST-RATE HEDGING
The Corporation uses a combination of interest swaps and fixed rate debt to hedge its exposure to interest rate
fluctuations. As at December 31, 2024, 61% of the Corporation's long-term debt is protected against interest rate
fluctuations either through the usage of interest rate swaps, options and/or fixed rate debt.
25 SHARE CAPITAL
AUTHORIZED
An unlimited number of common shares without par value, voting and participating.
An unlimited number of preferred shares without par value, participating, issuable in series.
WSP GLOBAL INC.
F-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
ISSUED AND PAID
Common shares
Common shares
Number
$
Balance as at January 1, 2023
124,453,717
4,784.4
Shares issued under the Dividend Reinvestment Plan
147,859
24.6
Shares issued upon exercise of stock options
62,374
6.3
Balance as at December 31, 2023
124,663,950
4,815.3
Shares issued related to bought deal public offering
2,811,750
557.6
Shares issued related to private placements
2,813,178
557.9
Shares issued upon exercise of stock options
190,575
15.6
Balance as at December 31, 2024
130,479,453
5,946.4
In 2024, the Corporation completed a bought deal public
offering (the "Public Offering") of subscription receipts of
the Corporation (the “Offering Subscription Receipts”)
and
private
placement
(the
"Concurrent
Private
Placement") of subscription receipts of the Corporation
(the “Private Placement Subscription Receipts”) for
aggregate gross proceeds of $1.15 billion, including full
exercise of the over-allotment option and the additional
subscription options.
The Corporation issued 2,811,750 Offering Subscription
Receipts,
including
366,750
Offering
Subscription
Receipts issued as a result of the exercise of the over-
allotment option at a price of $204.50 per Offering
Subscription Receipt for aggregate gross proceeds of
$575.0 million.
In addition, the Corporation issued 2,813,178 Private
Placement Subscription Receipts at a price of $204.50
per Private Placement Subscription Receipt by way of the
Concurrent Private Placement with GIC Pte. Ltd., Caisse
de dépôt et placement du Québec, British Columbia
Investment Management Corporation and a subsidiary of
Canada Pension Plan Investment Board for aggregate
gross proceeds of $575.3 million, which included
366,936 Private Placement Subscription Receipts issued
pursuant to the exercise in full of the additional
subscription options.
On October 1, 2024, each holder of the Subscription
Receipts received one common share of the Corporation
for each Subscription Receipt held. The net proceeds of
the Public Offering and the Concurrent Private Placement
were used to fund a portion of the POWER Acquisition
purchase price.
Preferred shares
As at December 31, 2024, no preferred shares were
issued.
26 CAPITAL MANAGEMENT
The Corporation’s primary objectives when managing
capital structure are as follows:
• maintain financial flexibility in order to meet financial
obligations, to provide dividends, to execute growth
plan and to continue growth through business
acquisitions;
• manage the Corporation’s activities in a responsible
way in order to provide an adequate return for its
shareholders; and
• comply with financial covenants required under the
credit agreement.
For capital management, the Corporation has defined its
capital as the combination of borrowings under credit
facilities,
shareholders’
equity
and
non-controlling
interest, net of cash (net of bank overdraft).
WSP GLOBAL INC.
F-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
As at December 31
2024
2023
$
$
Borrowings under credit facilities
2,470.5 2,124.7
Senior unsecured notes
1,992.5
996.2
Equity attributable to shareholders
of WSP Global Inc.
8,272.5 6,328.9
Non-controlling interests
—
4.5
12,735.5 9,454.3
Less: Cash and cash equivalents,
net of bank overdraft
(619.3)
(361.9)
12,116.2 9,092.4
The Corporation’s financing strategy is to maintain a
flexible structure consistent with the objectives stated
above, to respond adequately to changes in economic
conditions and to allow growth organically and through
business acquisitions. The Corporation monitors its
capital structure using the consolidated net debt to
consolidated adjusted EBITDA ratio. This ratio is used to
determine what the maximum debt level could be.
Adjusted EBITDA is defined as earnings before net
financing expense (except interest income), income tax
expense, depreciation, amortization, impairment charges
on long-lived assets and reversals thereof, share of
income tax expense and depreciation of associates and
joint ventures, acquisition, integration and reorganization
costs and ERP implementation costs. Net debt is defined
as long-term debt, including current portions but
excluding lease liabilities, and net of cash. These
measures have no standardized definitions under IFRS,
and,
accordingly,
these
measures
may
not
be
comparable to similar measures used by other issuers.
As at December 31
2024
2023
Long-term debt(1)
4,599.4 3,262.5
Less: Cash and cash equivalents
(note 28)
(623.5)
(378.0)
Net debt
3,975.9 2,884.5
For the years ended December 31 2024
2023
Adjusted EBITDA
2,185.7
1,921.3
Net debt to adjusted EBITDA ratio
1.8
1.5
(1)
Including current portion.
In order to maintain and adjust its capital structure, the
Corporation may issue new shares in the market, contract
bank loans and negotiate new credit facilities.
27 DIVIDENDS
In 2024, the Corporation declared dividends of
$189.2 million or $1.50 per share ($186.9 million or $1.50
per share in 2023).
Subsequent to the end of the year, on February 26, 2025,
the Board of Directors of the Corporation declared a
quarterly dividend of $0.375 per common share of the
Corporation, payable on or about April 15, 2025, to
shareholders of record as at the close of business on
March 31, 2025. The final aggregate amount of the
dividend payment will depend on the number of issued
and outstanding common shares at the close of business
on March 31, 2025, and has not been recognized as a
liability as at December 31, 2024.
DIVIDEND REINVESTMENT PLAN (DRIP)
Under the DRIP, the holders of common shares could
elect to have cash dividends reinvested into additional
common shares. The shares to be delivered could be
purchased on the open market or issued from treasury at
the discretion of Management. The shares issued from
treasury could be issued at a discount of up to 5.0% of
the applicable average market price.
In 2023, the Board approved the termination of the DRIP
in accordance with its terms, effective May 10, 2023 (the
“Effective Date”). Upon the termination of the DRIP, all
cash dividends or distributions on the Corporation's
common shares with a record date for payment of such
dividend or distribution after the Effective Date are being
paid in cash rather than in shares of the Corporation.
Following the payment of dividends declared on
November 9, 2022 and March 8, 2023, $24.6 million was
reinvested in 147,859 common shares under the DRIP
during the year ended December 31, 2023. Shares issued
under the DRIP in 2023 applied a 2% discount of the
applicable average market price.
WSP GLOBAL INC.
F-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
28 STATEMENTS OF CASH FLOWS
CASH AND CASH EQUIVALENTS, NET OF BANK OVERDRAFT
As at December 31
2024
2023
$
$
Cash on hand and with banks
623.5
378.0
Less: Bank overdraft (note 24)
(4.2)
(16.1)
Cash and cash equivalents, net of bank overdraft
619.3
361.9
In 2024, cash disbursed related to acquisitions made prior to January 1, 2024 amounted to $14.2 million.
ADJUSTMENTS
For the years ended December 31
2024
2023
$
$
Depreciation, amortization and impairment of long-lived assets
685.3
760.3
Non-cash movements in investment tax credits
(27.2)
(28.5)
Share of income of associates and joint ventures, net of tax
(34.4)
(29.7)
Defined benefit pension scheme expense
10.8
10.7
Cash contribution to defined benefit pension schemes
(16.1)
(9.8)
Foreign exchange and non-cash movements
(16.1)
(2.5)
Gains on disposal of property and equipment
(5.5)
(1.0)
Other
(2.2)
(40.6)
594.6
658.9
CHANGE IN NON-CASH WORKING CAPITAL ITEMS
For the years ended December 31
2024
2023
$
$
Decrease (increase) in:
Trade, prepaid and other receivables
(441.0)
(119.9)
Costs and anticipated profits in excess of billings
(255.8)
(291.7)
Increase (decrease) in:
Accounts payable and accrued liabilities
110.4
(46.2)
Billings in excess of costs and anticipated profits
390.5
172.1
(195.9)
(285.7)
WSP GLOBAL INC.
F-56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Long-term
debt
Lease
liabilities
Dividends
payable to
shareholders
Total
$
$
$
$
Balance as at January 1, 2023
2,954.5
1,129.8
46.7
4,131.0
Changes from financing cash flows
131.7
(334.2)
(162.2)
(364.7)
Addition through business acquisitions and measurement
period adjustments, net of business disposals
0.2
31.6
—
31.8
New leases, renewals, modifications
—
183.7
—
183.7
Net proceeds of bank overdraft
11.5
—
—
11.5
Foreign exchange rate adjustments
8.3
(8.8)
—
(0.5)
Other non-cash changes
156.3
—
162.3
318.6
Balance as at December 31, 2023
3,262.5
1,002.1
46.8
4,311.4
Changes from financing cash flows
986.2
(328.9)
(187.1)
470.2
Addition through business acquisitions and measurement
period adjustments, net of business disposals
156.8
115.3
—
272.1
New leases, renewals, modifications
—
362.1
—
362.1
Net repayment of bank overdraft
(11.9)
—
—
(11.9)
Foreign exchange rate adjustments
126.4
41.6
—
168.0
Other non-cash changes
79.4
—
189.2
268.6
Balance as at December 31, 2024
4,599.4
1,192.2
48.9
5,840.5
29 RELATED PARTY TRANSACTIONS
KEY MANAGEMENT PERSONNEL
Key management includes the Board of Directors, the
President and Chief Executive Officer and the members
of the GLT. The following table shows the compensation
paid or payable to key management included in personnel
costs for the years ended December 31:
2024
2023
$
$
Short-term employee benefits
29.3
27.9
Share-based awards
43.7
35.6
73.0
63.5
JOINT VENTURES AND ASSOCIATES
The Corporation related parties include its joint ventures
and associates. Refer to note 14, Trade and other
receivables, and note 22, Accounts payables and
accrued liabilities, for balances receivable and payable
from and to these entities.
INVESTORS WITH SIGNIFICANT
INFLUENCE
Caisse de dépôt et placement du Québec and a
subsidiary of Canada Pension Plan Investment Board,
both related parties of the Corporation beneficially
owning, or having control or direction over, directly or
indirectly, more than 10% of the issued and outstanding
common shares of the Corporation, participated in the
Concurrent Private Placement as described in note 25,
Share capital.
WSP GLOBAL INC.
F-57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
30 CONTINGENT LIABILITIES
LEGAL PROCEEDINGS
In the ordinary course of conducting its business, the
Corporation is, from time to time, threatened with, or
becomes subject to, various legal proceedings. Such
proceedings (which may include civil suits, demands for
arbitration or class actions) often allege professional
errors and omissions or other incidents that may occur
during the Corporation’s performance of its services or
the delivery of projects, or commercial or regulatory
disputes involving clients, service providers, partners,
project owners, contractors, or the Corporation’s
employees. While properly defending such proceedings,
the Corporation also adopts appropriate mitigation
measures to proactively resolve and prevent such
disputes. Furthermore, the Corporation secures a
comprehensive insurance program (which includes
general and professional liability insurance) in order to
manage
the
risks
related
to
such
proceedings.
Management uses judgment to assess the potential
outcome of these proceedings and estimates the
provisions, based on advice and information provided by
its legal advisors and on its own experience in the
resolution of similar proceedings. Note that provisions
include defence and litigation costs, as well as an
indemnity for potential exposure. Such legal proceedings,
and their outcome, may have a material effect on the
Corporation’s financial condition or results of operations.
The claims provision recognized as at December 31,
2024 amounted to $455.2 million ($423.3 million as at
December 31, 2023). The movements in this provision are
described in note 23, Provisions.
REGULATORY INVESTIGATION AND
ACTION
As a government contractor, the Corporation may be
subject to laws and regulations that are more restrictive
than those applicable to non-government contractors.
Government scrutiny of contractors’ compliance with
those
laws
and
regulations
through
audits
and
investigations is inherent in government contracting, and,
from time to time, Management receives inquiries and
similar demands related to the Corporation's ongoing
business with government entities. Violations could result
in civil or criminal liabilities as well as suspension or
debarment from eligibility for awards of new government
contracts or option renewals.
On December 27, 2019, over 100 plaintiffs filed suit in the
US District Court for Washington, DC against a number of
US government contractors, including The Louis Berger
Group
Inc.
and
Louis
Berger
International
Inc.
(collectively, “LB”), which the Corporation acquired in
December 2018, alleging that between 2009 and 2017
they had violated the Anti-Terrorism Act. The Corporation
is of the view that LB has a strong defense to offer on
both the legal aspects of the litigation and the factual
underpinnings in this complex and rarely litigated statute.
The Corporation intends to vigorously defend this matter
and has filed Preliminary motions to dismiss. It is too early
to predict the outcome of this suit.
WSP GLOBAL INC.
F-58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Tabular figures in millions of Canadian dollars, except the number of shares and per share data and when otherwise stated)
WSP Global Inc.
Consolidated Financial Statements
2024
FORWARD-LOOKING
STATEMENTS
Certain information contained in this
Annual Report are not based on
historical or current facts and may
constitute forward-looking statements
or forward-looking information
(collectively, “forward-looking
statements”) under Canadian
securities laws. Forward-looking
statements may include estimates,
plans, strategic ambitions, objectives,
expectations, opinions, forecasts,
projections, guidance, outlook or
other statements that are not
statements of fact.
Forward-looking statements can
typically be identified by terminology
such as “may”, “will”, “should”,
“expect”, “plan”, “anticipate”, “believe”,
“estimate”, “predict”, “forecast”,
“project”, “intend”, “target”, “potential”,
“continue” or the negative of these
terms or terminology of a similar
nature. Forward-looking statements
made by the Corporation in this
Annual Report include, without
limitation, statements about our
ambitions; our development of
innovation; our future growth and
potential; our results of operations and
profitability; our proposed strategy
and operating performance; business
prospects and opportunities; the
statements about the 2025-2027
Global Strategic Action Plan, including
the proposed four strategic focus
areas and related financial targets;
the long-term aspirations of the
Corporation; anticipated levels of
organic and acquisition growth; our
intention to strategically expand our
presence in select high-growth
markets and to capitalize on emerging
opportunities and drive sustainable
growth; our expectation that
advanced technologies will play a
central role in our activities; our plans
to establish digital alliances and
enhance our capabilities and boost
efficiency through automation; our aim
to leverage our global scale, culture of
innovation, and unified approach to
optimize our operations further and
elevate our client-centric experience;
our anticipation of future healthcare
challenges and patient care;
our aspiration of redefining urban
architecture and our anticipation
of future water challenges.
Forward-looking statements made
by the Corporation are based on a
number of operational and other
assumptions believed by the
Corporation to be reasonable as at the
date such statements were made,
including assumptions set out through
this Annual Report and including,
without limitation, the following
principal assumptions about the
absence of significant adverse
changes to the competition;
political environment and economic
performance of each region where
the Corporation operates; the accuracy
of management’s estimates and
judgments regarding the duration,
scope and impacts of new or
continuing global health, geopolitical
or military events, on the economy
and financial markets, and on the
Corporation’s business, operations,
revenues, liquidity, financial condition,
margins, cash flows, prospects and
results in future periods; the accuracy
of management’s assessment of
anticipated growth drivers and global
megatrends; the Corporation’s ability
to access global and local capital and
credit markets on acceptable terms,
as needed or opportunistically; the
stability of interest rates at or near
current levels; working capital
requirements; the collection of
accounts receivable; the Corporation’s
ability to anticipate and respond to
client and market needs, enhance and
leverage capabilities and optimize
offering and client experiences to
drive market demand, secure new
contract awards and drive growth in
key markets, geographies and
services; the type of contracts
entered into by the Corporation;
the anticipated margins under new
contract awards; the realization of
leading growth and performance
through operational efficiencies and
initiatives leveraging the Corporation’s
platform, scale and digital capabilities,
with a focus on integration and
automation on a global scale;
utilization of the Corporation’s
workforce; the ability of the
Corporation to attract and maintain
new clients; anticipated level of
activities from current or new clients;
absence of significant changes in
contract performance and consistent
project delivery within projected
timeframes and budget; the
Corporation’s ability to seize growth
opportunities and expand in select
high-growth areas and markets by
pioneering new and innovative
solutions, expanding its reach across
the project lifecycle and elevating
digital offering to the forefront of
project delivery; continued
competitive intensity from the
Corporation’s competitors consistent
with levels currently experienced;
the Corporation’s ability to
successfully identify and complete
the accretive acquisition and
integration of businesses in the future;
the Corporation’s ability to retain and
attract new business, achieve
synergies and other benefits and
maintain market positions arising from
successful integration plans relating to
acquisitions; the Corporation’s ability
to otherwise successfully integrate
WSP 2024 Annual Report / 31
acquisitions within anticipated time
periods and at expected cost levels;
the Corporation’s ability to manage
growth; the normal execution and
delivery of the Corporation’s current
and future backlog without significant
adjustment; the Corporation’s ability to
seize opportunities and foster
collaboration and partnerships
through joint arrangements into which
the Corporation has entered or may
enter; capital investments made by
the public and private sectors;
maintenance of satisfactory
relationships with suppliers and
subconsultants; the Corporation’s
ability to recruit and retain highly
skilled resources; maintenance of
satisfactory relationships with
management, key professionals and
other employees of the Corporation;
the maintenance of sufficient
insurance; the management of
environmental, social and health and
safety risks; the sufficiency of the
Corporation’s current and planned
information systems, communications
technology and other technology;
compliance with laws and regulations;
the Corporation’s ability to
successfully defend itself against
ongoing and future legal proceedings;
the sufficiency of internal and
disclosure controls; no significant
changes to the regulatory
environment; foreign currency
fluctuation; no significant changes to
the tax legislation and regulations to
which the Corporation is subject and
no significant decline in the state of
the Corporation’s benefit plans.
The 2025-2027 financial targets are
more specifically based on the
following assumptions: (i) revenues
and profits projected in the
Corporation’s current backlog in its
various reportable segments will be
realized without any significant
adjustment, with the remaining
projected growth to be generated by
executing our growth strategy through
organic growth and mergers and
acquisitions activities consistent with
past practice; (ii) there will be no
significant adverse changes to the
competition, political and regulatory
environment affecting the
Corporation’s business and economic
conditions of each region where it
operates, the state of general market
conditions and access to global
and local capital and credit markets
remaining substantially stable
(iii) the effective tax rate in 2025,
2026 and 2027 will fall between
25% and 29%; forecasts were
prepared using tax rates enacted
as of December 31, 2024, in the
countries in which the Corporation
currently operates.
Although WSP believes that the
expectations reflected in such
forward-looking statements are
reasonable, it can give no assurance
that such expectations will prove to
have been correct. In evaluating these
forward-looking statements, investors
should specifically consider various
risk factors, which, if realized, could
cause the Corporation’s actual results
or events to differ materially from
those expressed or implied in
forward-looking statements. Such risk
factors include, but are not limited to,
failure to implement sufficient
corporate and business initiatives;
increases in real estate costs; the
deterioration of our financial position
or net cash position; our working
capital requirements; our accounts
receivable; our increased
indebtedness and raising capital; the
impairment of long-lived assets; our
foreign currency exposure; our
income taxes; underfunded defined
benefits obligations, as well as other
risks detailed from time to time in
reports filed by the Corporation with
securities regulators or securities
commissions or other documents that
the Corporation makes public, which
may cause actual results or events to
differ materially from the results
expressed or implied in any forward-
looking statement.
These and other risk factors that
could cause actual results or events to
differ materially from our expectations
expressed in, or implied by,
our forward-looking statements
are discussed in greater detail in
section 20, “Risk Factors” of the
Corporation’s MD&A for the
fourth quarter and year ended
December 31, 2024 which is available
on SEDAR+ at www.sedarplus.ca
(the “MD&A”). Actual results and
events may be significantly different
from what we currently expect
because of the risks associated with
our business, industry and global
economy and of the assumptions
made in relation to these risks.
As such, there can be no assurance
that actual results will be consistent
with forward-looking statements.
The forward-looking statements
contained in this Annual Report
describe the Corporation’s
expectations as of the date hereof
and, accordingly, are subject to
change after such date. Except as
required under Canadian securities
legislation, the Corporation does not
assume any obligation to publicly
update or to revise any forward-
looking statements made in this
Annual Report or otherwise, whether
as a result of new information, future
events or otherwise. The forward-
looking statements contained in this
Annual Report are expressly qualified
in their entirety by this cautionary
statement. The Corporation may also
make oral forward-looking statements
from time to time. The Corporation
advises that the above paragraphs
and the risk factors set forth in
section 20, “Risk factors” of the MD&A
should be read for a description of
certain factors that could cause the
actual results of the Corporation to
differ materially from the results
expressed or implied in any oral
forward-looking statements. Readers
should not place undue reliance on
forward‑looking statements.
WSP 2024 Annual Report / 32
WSP is one of the world’s leading professional services
firms, uniting its engineering, advisory and science-
based expertise to shape communities to advance
humanity. From local beginnings to a globe-spanning
presence today, WSP operates in over 50 countries
and employs approximately 73,000 professionals,
known as Visioneers. Together they pioneer solutions
and deliver innovative projects in the transportation,
infrastructure, environment, building, energy, water,
and mining and metals sectors. WSP is publicly listed
on the Toronto Stock Exchange (TSX:WSP).
wsp.com
All logos and marks depicted herein are the property of WSP Global Inc. and may not be reproduced without the prior written consent of WSP Global Inc.
All Rights Reserved.
Future Ready® is a registered trademark of WSP Global Inc. in Canada, Colombia, the United States and New Zealand. WSP Future Ready (logo)® is a registered
trademark of WSP Global Inc. in Europe, Australia and the United Kingdom.