UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 6-K/A

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number 000-29716

 

 

CGI INC.

(Translation of registrant’s name into English)

 

 

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

 

 

 


INCORPORATION BY REFERENCE

Exhibit 99.2 to this Form 6-K/A shall be deemed incorporated by reference in the Registrant’s Registration Statements on Form S-8, Reg. Nos. 333-197742, 333-220741, 333-261831 and 333-261832.


EXPLANATORY NOTE

CGI Inc. is filing this Form 6-K/A to correct typographical errors to the Consolidated Balance Sheet and to note 13 “Provisions” of Exhibit 99.2 of the Form 6-K filed on November 6, 2024. Otherwise, that Form 6-K remains unchanged.

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
   Description
99.2    Audited consolidated financial statements for the years ended September 30, 2024 and 2023.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     CGI INC.
     (Registrant)
Date: November 7, 2024   By:  

 /s/ Benoit Dubé

     Name:   Benoit Dubé
     Title:   Executive Vice-President,
      Legal and Economic Affairs, and
      Corporate Secretary

Exhibit 99.2

 

Consolidated Financial Statements of

CGI INC.

For the years ended September 30, 2024 and 2023

 

 


Management’s and Auditors’ Reports

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING

The management of CGI Inc. (the Company) is responsible for the preparation and integrity of the consolidated financial statements and the Management’s Discussion and Analysis (MD&A). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and necessarily include some amounts that are based on management’s best estimates and judgement. Financial and operating data elsewhere in the MD&A are consistent with that contained in the accompanying consolidated financial statements.

To fulfill its responsibility, management has developed, and continues to maintain, systems of internal controls reinforced by the Company’s standards of conduct and ethics, as set out in written policies to ensure the reliability of the financial information and to safeguard its assets. The Company’s consolidated financial statements and the effectiveness of internal control over financial reporting are subject to audits by an Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, whose report follows. PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm appointed by our shareholders upon the recommendation of the Audit and Risk Management Committee of the Board of Directors, has performed independent audits of the consolidated balance sheets as at September 30, 2024 and 2023 and the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years ended September 30, 2024 and 2023 and the effectiveness of our internal control over financial reporting as at September 30, 2024.

Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the Company, meet regularly with PricewaterhouseCoopers LLP and with management to discuss internal controls in the financial reporting process, auditing matters and financial reporting issues and formulate the appropriate recommendations to the Board of Directors. PricewaterhouseCoopers LLP has full and unrestricted access to the Audit and Risk Management Committee. The consolidated financial statements and MD&A have been reviewed and approved by the Board of Directors.

 

/s/ François Boulanger    /s/ Steve Perron

François Boulanger

President and Chief Executive Officer 

  

Steve Perron

Executive Vice-President and Chief Financial Officer

November 5, 2024   

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      1  


Management’s and Auditors’ Reports

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed, under the supervision of and with the participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

The Company’s internal control over financial reporting includes policies and procedures that:

- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and,

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

All internal control systems have inherent limitations; therefore, even where internal control over financial reporting is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Aeyon LLC (Aeyon), the control of which was acquired on September 13, 2024. Aeyon’s results since the acquisition date represented 0.1% of revenue for the year ended September 30, 2024 and constituted 3.2% of total assets as at September 30, 2024.

Management, under the supervision of and with the participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined the Company’s internal control over financial reporting as at September 30, 2024 was effective.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which appears herein.

 

/s/ François Boulanger

François Boulanger

President and Chief Executive Officer 

  

/s/ Steve Perron

Steve Perron

Executive Vice-President and Chief Financial Officer

November 5, 2024   

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      2  


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CGI Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of CGI Inc. and its subsidiaries (the Company) as of September 30, 2024 and 2023, and the related consolidated statements of earnings, of comprehensive income, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      3  


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Basis for Opinions (continued)

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in the Management’s Report on Internal Control over Financial Reporting, management has excluded Aeyon LLC (Aeyon) from its assessment of internal control over financial reporting as of September 30, 2024, because it was acquired by the Company in a purchase business combination on September 13, 2024. We have also excluded Aeyon from our audit of internal control over financial reporting. Aeyon is a wholly owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 3.2% and 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2024.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit and Risk Management Committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      4  


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Critical Audit Matters (continued)

 

Revenue Recognition - Estimates of total expected labour costs for business and strategic information technology (IT) consulting and systems integration services under fixed-fee arrangements

As described in notes 3 and 29 to the consolidated financial statements, the Company recognizes revenue for business and strategic IT consulting and systems integration services under fixed-fee arrangements using the percentage-of-completion method over time. For the year ended September 30, 2024, revenue under fixed-fee arrangements makes up a portion of the Company’s business and strategic IT consulting and systems integration services revenues of $6,634,295,000. The selection of the measure of progress towards completion requires management’s judgement and is based on the nature of the services to be provided. As disclosed by management, the Company relies on estimates of total expected labour costs, which are compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the percentage of revenue earned to date. Management regularly reviews underlying estimates of total expected labour costs. Management has disclosed that there are many factors that can affect the estimates of total expected labour costs, including, but not limited to, changes in scope of the contracts, delays in reaching milestones, and complexities in project delivery.

The principal considerations for our determination that performing procedures relating to Revenue Recognition – Estimates of total expected labour costs for business and strategic IT consulting and systems integration services under fixed-fee arrangements is a critical audit matter are (i) there was significant judgement by management when developing the estimates of total expected labour costs; and (ii) there was auditor judgement and effort in performing procedures to evaluate the estimates of total expected labour costs, including the assessment of management’s judgement about the Company’s ability to properly assess the factors that can affect the estimates of total expected labour costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of estimates of total expected labour costs. These procedures also included, among others, evaluating and testing management’s process, on a sample basis, for determining the estimates of total expected labour costs determined by management by (i) testing total labour costs incurred to supporting evidence; (ii) performing a comparison of the sum of total labour costs incurred and the total expected labour costs to complete to the originally estimated costs; and (iii) evaluating the process of the timely identification of factors that can affect the total expected labour costs including, but not limited to, changes to the scope of the contracts, delays in reaching milestones, and complexities in project delivery.

/s/ PricewaterhouseCoopers LLP

Montréal,Canada

November 5, 2024

We have served as the Company’s auditor since 2019.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      5  


Consolidated Statements of Earnings

For the years ended September 30

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

 

      Notes    2024      2023  
        $        $  

Revenue

   29      14,676,152        14,296,360  

Operating expenses

        

Costs of services, selling and administrative

   23      12,259,730        11,982,421  

Acquisition-related and integration costs

   27c      5,866        53,401  

Cost optimization program

   25      91,063        8,964  

Net finance costs

   26      27,889        52,463  

Foreign exchange loss

          653        1,198  
            12,385,201        12,098,447  

Earnings before income taxes

        2,290,951        2,197,913  

Income tax expense

   16      598,236        566,664  

Net earnings

          1,692,715        1,631,249  

Earnings per share

        

Basic earnings per share

   21      7.42        6.97  

Diluted earnings per share

   21      7.31        6.86  

See Notes to the Consolidated Financial Statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      6  


Consolidated Statement of Comprehensive Income

For the years ended September 30

(in thousands of Canadian dollars)

 

        2024      2023  
       $        $  

Net earnings

       1,692,715        1,631,249  

Items that will be reclassified subsequently to net earnings (net of income taxes):

       

Net unrealized gains on translating financial statements of foreign operations

       361,938        242,789  

Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations

       (63,308      (53,959

Deferred gains (costs) of hedging on cross-currency swaps

       5,490        (14,733

Net unrealized losses on cash flow hedges

       (18,454      (18,750

Net unrealized gains on financial assets at fair value through other comprehensive income

       5,859        660  

Items that will not be reclassified subsequently to net earnings (net of income taxes):

       

Net remeasurement gains (losses) on defined benefit plans

       753        (36,778

Other comprehensive income

       292,278        119,229  

Comprehensive income

       1,984,993        1,750,478  

See Notes to the Consolidated Financial Statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      7  


Consolidated Balance Sheet

For the years ended September 30

(in thousands of Canadian dollars)

 

      Notes      2024      2023  
        $        $  

Assets

        

Current assets

        

Cash and cash equivalents

     28e and 32          1,461,145             1,568,291  

Accounts receivable

     4 and 32        1,398,402        1,425,117  

Work in progress

        1,208,095        1,143,685  

Current financial assets

     32        8,334        103,463  

Prepaid expenses and other current assets

        211,279        198,377  

Income taxes

              23,271        6,067  

Total current assets before funds held for clients

        4,310,526        4,445,000  

Funds held for clients

     5        506,780        488,727  

Total current assets

        4,817,306        4,933,727  

Property, plant and equipment

     6        366,823        389,276  

Right-of-use assets

     7        466,115        482,321  

Contract costs

     8        344,029        308,446  

Intangible assets

     9        718,575        623,103  

Other long-term assets

     10        110,440        84,776  

Long-term financial assets

     11        149,237        147,968  

Deferred tax assets

     16        242,567        105,432  

Goodwill

     12        9,470,376        8,724,450  
                16,685,468        15,799,499  

Liabilities

        

Current liabilities

        

Accounts payable and accrued liabilities

        999,790        924,659  

Accrued compensation and employee-related liabilities

        1,165,903        1,100,566  

Deferred revenue

        536,788        488,761  

Income taxes

        150,300        250,869  

Current portion of long-term debt

     14        999        1,158,971  

Current portion of lease liabilities

        150,252        198,857  

Provisions

     13        27,471        24,965  

Current derivative financial instruments

     32        13,073        4,513  

Total current liabilities before clients’ funds obligations

        3,044,576        4,152,161  

Clients’ funds obligations

              504,515        493,638  

Total current liabilities

        3,549,091        4,645,799  

Long-term debt

     14        2,687,309        1,941,350  

Long-term lease liabilities

        469,843        443,106  

Long-term provisions

     13        18,951        19,198  

Other long-term liabilities

     15        301,082        243,592  

Long-term derivative financial instruments

     32        19,704        1,700  

Deferred tax liabilities

     16        21,132        31,081  

Retirement benefits obligations

     17        190,366        163,379  
                7,257,478        7,489,205  

Equity

        

Retained earnings

        7,129,370        6,329,107  

Accumulated other comprehensive income

     18        451,253        158,975  

Capital stock

     19        1,470,333        1,477,180  

Contributed surplus

              377,034        345,032  
                9,427,990        8,310,294  
                16,685,468        15,799,499  

See Notes to the Consolidated Financial Statements.

 

Approved by the Board of  Directors                                 

/s/ François Boulanger

François Boulanger   

  

/s/ Serge Godin

Serge Godin

   Director    Director

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      8  


Consolidated Statements of Changes in Equity

For the years ended September 30

(in thousands of Canadian dollars)

 

      Notes      Retained
earnings
   

Accumulated other
comprehensive

income

    

Capital

stock

    Contributed
surplus
   

Total

equity

 
        $       $        $       $       $  

Balance as at September 30, 2023

        6,329,107       158,975        1,477,180       345,032       8,310,294  

Net earnings

        1,692,715                          1,692,715  

Other comprehensive income

                    292,278                    292,278  

Comprehensive income

        1,692,715       292,278                    1,984,993  

Share-based payment costs

                           67,840       67,840  

Income tax impact associated with share-based payments

                           9,735       9,735  

Exercise of stock options

     19                     91,800       (15,265     76,535  

Exercise of performance share units

     19        823              14,078       (30,308     (15,407

Purchase for cancellation of Class A subordinate voting shares, net of tax

     19        (893,275            (45,878           (939,153

Purchase of Class A subordinate voting shares held in trusts

     19                     (66,847           (66,847

Balance as at September 30, 2024

              7,129,370       451,253        1,470,333       377,034       9,427,990  
      Notes      Retained
earnings
   

Accumulated other
comprehensive

income

    

Capital

stock

    Contributed
surplus
   

Total

equity

 
        $       $        $       $       $  

Balance as at September 30, 2022

        5,425,005       39,746        1,493,169       314,804       7,272,724  

Net earnings

        1,631,249                          1,631,249  

Other comprehensive income

                    119,229                    119,229  

Comprehensive income

        1,631,249       119,229                    1,750,478  

Share-based payment costs

                           58,214       58,214  

Income tax impact associated with share-based payments

                           14,423       14,423  

Exercise of stock options

     19                     106,051       (17,735     88,316  

Exercise of performance share units

     19        (2,885            13,680       (24,674     (13,879

Purchase for cancellation of Class A subordinate voting shares

     19        (725,538            (61,368           (786,906

Unrealized commitment to purchase Class A subordinate voting shares

        1,276              103             1,379  

Purchase of Class A subordinate voting shares held in trusts

     19                     (74,455           (74,455

Balance as at September 30, 2023

              6,329,107       158,975        1,477,180       345,032       8,310,294  

See Notes to the Consolidated Financial Statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      9  


Consolidated Statements of Cash Flows

For the years ended September 30

(in thousands of Canadian dollars)

 

      Notes      2024     2023  
        $       $  

Operating activities

       

Net earnings

        1,692,715       1,631,249  

Adjustments for:

       

Amortization, depreciation and impairment

     24        536,859       519,648  

Deferred income tax recovery

     16        (146,100     (109,496

Foreign exchange gain

        (11,043     (766

Share-based payment costs

        67,840       58,214  

Gain on sale of property, plant and equipment and on lease terminations

        (284     (3,065

Net change in non-cash working capital items and others

     28a        64,996       16,465  

Cash provided by operating activities

              2,204,983       2,112,249  

Investing activities

       

Net change in short-term investments

        59,053       (81,131

Business acquisitions (net of cash acquired)

     27        (380,313     (13,039

Loan receivable

        7,508       (15,846

Purchase of property, plant and equipment

        (109,733     (159,769

Proceeds from sale of property, plant and equipment

        5,732        

Additions to contract costs

        (97,059     (102,082

Additions to intangible assets

        (153,907     (147,200

Purchase of long-term investments

        (161,842     (93,275

Proceeds from sale of long-term investments

              55,177       50,484  

Cash used in investing activities

              (775,384     (561,858

Financing activities

       

Increase of long-term debt

     28c        747,073       948  

Repayment of long-term debt

     28c        (1,154,878     (79,150

Settlement of derivative financial instruments

     28c and 32        38,943       2,921  

Payment of lease liabilities

     28c        (146,762     (161,211

Repayment of debt assumed from business acquisitions

     28c        (162,146     (56,994

Purchase for cancellation of Class A subordinate voting shares

     19        (934,765     (788,020

Issuance of Class A subordinate voting shares

        76,523       88,316  

Purchase of Class A subordinate voting shares held in trusts

     19        (66,847     (74,455

Withholding taxes remitted on the net settlement of performance share units

     19        (15,407     (13,879

Net change in clients’ funds obligations

              10,609       (110,852

Cash used in financing activities

              (1,607,657     (1,192,376

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients

              34,704       8,884  

Net (decrease) increase in cash, cash equivalents and cash included in funds held for clients

        (143,354     366,899  

Cash, cash equivalents and cash included in funds held for clients, beginning of year

              1,838,083       1,471,184  

Cash, cash equivalents and cash included in funds held for clients, end of year

              1,694,729       1,838,083  

Cash composition:

                         

Cash and cash equivalents

        1,461,145       1,568,291  

Cash included in funds held for clients

     5        233,584       269,792  

Supplementary cash flow information (Note 28).

See Notes to the Consolidated Financial Statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      10  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

1.

Description of business

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

 

2.

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

The Company’s consolidated financial statements for the years ended September 30, 2024 and 2023 were authorized for issue by the Board of Directors on November 5, 2024.

 

3.

Summary of material accounting policies

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has right to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the relevant activities of the entity. Subsidiaries are fully consolidated from the date of acquisition and continue to be consolidated until the date control over the subsidiaries ceases.

BASIS OF MEASUREMENT

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, which have been measured at fair value as described below.

USE OF JUDGEMENTS AND ESTIMATES

The preparation of the consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of assets, liabilities, equity and the accompanying disclosures at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Because the use of judgements and estimates is inherent in the financial reporting process, actual results could differ.

Significant judgements and estimates about the future and other major sources of estimation uncertainty at the end of the reporting period could have a significant risk of causing a material adjustment to the carrying amounts of the following within the next financial years: revenue recognition, deferred tax assets, estimated losses on revenue-generating contracts, goodwill impairment, right-of-use assets, business combinations, provisions for uncertain tax treatments and litigation and claims.

The judgements, apart from those involving estimations, that have the most significant effect on the amounts recognized in the consolidated financial statements are:

Revenue recognition of multiple deliverable arrangements

Assessing whether the deliverables within an arrangement are separate performance obligations requires judgement by management. A deliverable is identified as a separate performance obligation if the customer benefits from it on its own or together with resources that are readily available to the customer and if it is separately identifiable from the other deliverables in the contract. The Company assesses if the deliverables are separately identifiable in the context of the contract by determining if the deliverables are integrated into a combined output, one or more deliverables significantly modify or customize others, or if the deliverables are highly interdependent or interrelated. If any of these factors are met, the deliverables are treated as a combined performance obligation.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      11  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)

 

Deferred tax assets

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable income will be available against which the losses can be utilized. Management judgement is required concerning uncertainties that exist with respect to the timing of future taxable income required to recognize a deferred tax asset. The Company recognizes an income tax benefit only when it is probable that the tax benefit will be realized in the future. In making this judgement, the Company relies on forecasts and the availability of future tax planning strategies.

A description of estimates is included in the respective sections within the Notes to the Consolidated Financial Statements.

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE

The Company generates revenue through the provision of managed IT and business process services, business and strategic IT consulting and systems integration services, and intellectual property (IP) business solutions as described in Note 1, Description of business.

The Company provides services and products under arrangements that contain various pricing mechanisms. The Company accounts for a contract or a group of contracts when the following criteria are met: the parties to the contract have approved the contract in which their rights, their obligations and the payment terms have been identified, the contract has commercial substance, and the collectability of the consideration is probable.

A contract modification is a change in the scope or price of an existing revenue-generating customer contract. The Company accounts for a contract modification as a separate contract when the scope of the contract increases because of the addition of promised performance obligations and the price of the contract increases by an amount of consideration that reflects its stand-alone selling prices. When the contract is not accounted for as a separate contract, the Company recognizes an retrospective adjustment to revenue on the existing contract as at the date of the contract modification or, if the remaining products and services are distinct performance obligations, the Company recognizes the remaining consideration prospectively.

Revenue is recognized when or as the Company satisfies a performance obligation by transferring a promise of good or service to the customer and are measured at the amount of consideration the Company expects to be entitled to receive, including variable consideration, such as, performance-based consideration, discounts, volume rebates and service-level penalties. Variable consideration is estimated and is included only to the extent it is highly probable that a significant adjustment to revenue recognized will not occur. In making this judgement, management will consider all information available at the time (historical, current and forecasted), the Company’s knowledge of the client or the industry, the type of services to be delivered and the specific contractual terms of each arrangement.

Revenue from sales of third party vendor’s products, such as software licenses, hardware or services is recorded on a gross basis when the Company is a principal to the transaction and is recorded net of costs when the Company is acting as an agent between the client and vendor. To determine whether the Company is a principal or an agent, it evaluates whether control is obtained of the products or services before they are transferred to the client. This is often demonstrated when the Company provides significant integration of the products and services from a third party vendor into the Company’s products and services delivered to the client. Other factors considered include whether the Company has the primary responsibility for providing the product or service, has inventory risk before the specified good or service has been transferred to a client, or after transfer of control to a client, and has discretion establishing the selling price.

Relative stand-alone selling price

The Company’s arrangements often include a mix of the services and products as described below. If an arrangement involves the provision of multiple performance obligations, the total arrangement value is allocated to each performance obligations based on its relative stand-alone selling price. When estimating the stand-alone selling price of each performance obligations, the Company maximizes the use of observable prices which are established using the Company’s prices for same or similar deliverables. When observable prices are not available, the Company estimates stand-alone selling prices based on its best estimate.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      12  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)

Relative stand-alone selling price (continued)

 

The best estimate of the stand-alone selling price is the price at which the Company would normally expect to offer the services or products and is established by considering a number of internal and external factors including, but not limited to, geographies, the Company’s pricing policies, internal costs and margins. Additionally, in certain circumstances, the Company may apply the residual approach when estimating the stand-alone selling price of software license products, for which the Company has not yet established the price or has not previously sold on a stand-alone basis.

As an incentive, upon client contract signature, the Company may provide discounts. These incentives are considered in the allocation of the relative stand-alone selling price of the performance obligations.

The appropriate revenue recognition method is applied for each performance obligation as described below.

Managed IT and business process services

Revenue from managed IT and business process services arrangements is generally recognized over time as the services are provided at the contractual billings, which corresponds with the value provided to the client, unless there is a better measure of performance or delivery.

Business and strategic IT consulting and systems integration services

Revenue from business and strategic IT consulting and systems integration services under time and material arrangements is recognized over time as the services are rendered, and revenue under cost-based arrangements is recognized over time as reimbursable costs are incurred. Contractual billings of such arrangements correspond with the value provided to the client, and therefore revenues are generally recognized when amounts become billable.

Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs to measure the progress towards completion. This method relies on estimates of total expected labour costs, which are compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the percentage of revenue earned to date. Factors considered in the estimates include: changes in scope of the contracts, delays in reaching milestones, complexities in project delivery, availability and retention of qualified IT professionals and/or the ability of the subcontractors to perform their obligation within agreed upon budget and timeframes. Management regularly reviews underlying estimates of total expected labour costs.

Software licenses and Software-as-a-Service (SaaS)

CGI offers its intellectual property (IP) solutions as well as third party solutions in the form of software license arrangements. Most of these arrangements include other services such as implementation, customization and maintenance. For these types of arrangements, revenue from a software license, when identified as a performance obligation, is recognized at a point in time upon delivery. Otherwise when the software is significantly customized, integrated or modified, it is combined with the implementation and customization services and is accounted for as described in the business and strategic IT consulting and systems integration services section above. Revenue from maintenance services for software licenses sold is recognized straight-line over the term of the maintenance period.

CGI also provides its IP solutions in the form of SaaS where the customer cannot terminate the hosting contract and take possession of the software without significant penalty. SaaS are part of the managed IT and business process services offering where revenue is generally recognized over time as the services are provided. Transition activities to bring clients to the SaaS platforms, including hosting set-up and customization, that are not considered distinct performance obligations are capitalized as transition costs and amortized over the service period.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      13  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)

 

Work in progress and deferred revenue

Amounts recognized as revenue in excess of billings are classified as work in progress. Amounts received in advance of the performance of services or delivery of products are classified as deferred revenue. Work in progress and deferred revenue are presented net on a contract by-contract basis. During the year ended September 30, 2024, the revenues recognized from the short-term deferred revenue was not significantly different than what was presented as at September 30, 2023.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of unrestricted cash and short-term investments having a maturity of three months or less from the date of purchase.

SHORT-TERM INVESTMENTS

Short-term investments, comprise generally of term deposits, have remaining maturities over three months, but not more than one year, at the date of purchase.

FUNDS HELD FOR CLIENTS AND CLIENTS’ FUNDS OBLIGATIONS

In connection with the Company’s payroll, tax filing and claims services, the Company collects funds for payment of payroll, taxes and claims, temporarily holds such funds until payment is due, remits the funds to the clients’ employees, appropriate tax authorities or claims holders, files tax returns and handles related regulatory correspondence and amendments. The funds held for clients include cash, short-term investments and long-term bonds. The Company presents the funds held for clients and related obligations separately. Funds held for clients are classified as current assets since these funds are held solely for the purpose of satisfying the clients’ funds obligations, which will be repaid within one year of the consolidated balance sheet date. The market fluctuations affect the fair value of the long-term bonds. Due to those fluctuations, funds held for clients might not equal to the clients’ funds obligations.

Interest income earned and realized gains and losses on the disposal of short-term investments and long-term bonds are recorded in revenue in the period that the income is earned, as the collecting, holding and remitting of these funds are critical components of providing these services.

PROPERTY, PLANT AND EQUIPMENT (PP&E)

PP&E are recorded at cost and are depreciated over their estimated useful lives using the straight-line method.

 

 Buildings

   10 to 40 years 

 Leasehold improvements

   Lesser of the useful life or lease term 

 Furniture, fixtures and equipment

   3 to 10 years 

 Computer equipment

   3 to 5 years 

LEASES

When the Company enters into contractual agreements with suppliers, an assessment is performed to determine if the contract contains a lease. The Company identified lease agreements under the following categories: Properties, Motor vehicles and others, as well as Computer equipment.

The Company identifies a lease if it conveys the right to control the use of an identified asset for a specific period in exchange for a determined consideration. At inception, a right-of-use asset for the underlying asset and corresponding lease liability are presented in the consolidated balance sheet measured on a present value basis except for short-term leases (expected term of 12 months or less) and leases with low value underlying asset for which payments are recorded as an expense on a straight-line basis over the lease term.

The right-of-use assets are measured at initial lease liabilities adjusted by lease payments made before the commencement date, indirect costs and lease incentives received. The right-of-use assets are depreciated on a straight-line basis over the expected lease term of the underlying asset.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      14  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

LEASES (CONTINUED)

 

Lease liabilities are measured at present value of non-cancellable payments of the expected lease term, which are mostly made of fixed payments of rent; variable payments that are based on an index or a rate; amounts expected to be payable as residual value guarantees and extension or termination option if reasonably certain to be exercised.

Non-lease components, mostly made of fixed maintenance fees and property tax are excluded from the lease liabilities. Payments are recorded as an expense over the lease term as part of property costs.

The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease. Management uses judgement to determine the appropriate lease term based on the conditions of each lease. Lease extension or termination options are only considered in the lease term if it is reasonably certain of being exercised. Factors evaluated include value of leasehold improvements required and any potential incentive to take the option.

Discount rate used in the present value calculation is the incremental borrowing rate unless the implicit interest rate in the lease can be readily determined. The Company estimates the incremental borrowing rate for each lease or portfolio of leased assets, as most of the implicit interest rates in the leases are not readily determinable. To calculate the incremental borrowing rate, the Company considers its creditworthiness, the term of the arrangement, any collateral received and the economic environment at the lease date.

The lease liabilities are subsequently adjusted by interest which is recorded as part of net finance costs as well as from lease payments made.

Furthermore, lease liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever the following situations occur:

 

 

a modification in the lease term or a change in the assessment of an option to extend, purchase or terminate the lease, for which the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

 

 

a modification in the residual guarantees or in future lease payments due to a change of an index or rate tied to the payments, for which the lease liability is remeasured by discounting the revised lease payments using the initial discount rate determined when setting up the liability.

In addition, upon partial or full termination of a lease, the difference between the carrying amounts of the lease liability and the right-of-use asset is recorded in the consolidated statements of earnings.

CONTRACT COSTS

Contract costs are comprised primarily of transition costs incurred to implement long-term managed IT and business process services contracts, including SaaS, as well as incentives.

Transition costs

Transition costs consist mostly of costs associated with the installation of systems and processes, conversion of the client’s applications to the Company’s platforms incurred after the award of managed IT and business process services contracts, including SaaS hosting set-up and customization. Transition costs are comprised essentially of labour costs consisting of employee compensation and related fringe benefits. Labour costs also include subcontractor costs.

Incentives

Occasionally, incentives are granted to clients upon the signing of managed IT and business process services contracts. These incentives are granted in the form of cash payments.

Amortization of contract costs

Contract costs are amortized using the straight-line method over the period services are provided. Amortization of transition costs is included in costs of services, selling and administrative and amortization of incentives is recorded as a reduction of revenue.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      15  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

CONTRACT COSTS (CONTINUED)

 

Impairment of contract costs

When a contract is not expected to be profitable, the estimated loss is first applied to impair the related capitalized contract costs. The excess of the expected loss over the capitalized contract costs is recorded as onerous revenue-generating contracts in provisions. If at a future date the contract returns to profitability, the estimated losses on revenue-generating contracts must be reversed first, and if there is still additional projected profitability then any capitalized contract costs that were impaired must be reversed. The reversal of the impairment loss is limited so that the carrying amount does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the contract costs in prior years.

INTANGIBLE ASSETS

Intangible assets consist of software, business solutions and client relationships. Software and business solutions are recorded at cost. Software internally developed is capitalized when it meets specific capitalization criteria related to technical and financial feasibility and when the Company demonstrates its ability and intention to use it. Business solutions developed internally and marketed are capitalized when they meet specific capitalization criteria related to technical, market and financial feasibility. Software, business solutions and client relationships acquired through business combinations are initially recorded at their fair value based on the present value of expected future cash flows, which involves estimates, such as the forecasting of future cash flows and discount rates.

Amortization of intangible assets

The Company amortizes its intangible assets using the straight-line method over their estimated useful lives.

 

 Software

   1 to 8 years 

 Business solutions

    3 to 10 years 

 Client relationships and backlog

    5 to 7 years 

IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL

Timing of impairment testing

The carrying values of PP&E, right-of-use assets, intangible assets and goodwill are reviewed for impairment when events or changes in circumstances indicate that the carrying value may be impaired. The Company assesses at each reporting date whether any such events or changes in circumstances exist. The carrying values of intangible assets not available for use are tested for impairment annually as at September 30. Goodwill is also tested for impairment annually during the fourth quarter of each fiscal year.

Impairment testing

If any indication of impairment exists or when annual impairment testing for an asset is required, the Company estimates the recoverable amount of the asset or cash-generating unit (CGU) to which the asset relates to determine the extent of any impairment loss. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use (VIU) to the Company. The Company mainly uses the VIU. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If the recoverable amount of an asset or a CGU is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of earnings.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      16  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Impairment testing (continued)

 

Goodwill acquired through business combinations is allocated to the CGU or group of CGUs that are expected to benefit from acquired work force and synergies of the related business combination. The group of CGUs that benefit from the acquired work force and synergies correspond to the Company’s operating segments. For goodwill impairment testing purposes, the group of CGUs that represents the lowest level within the Company at which management monitors goodwill is the operating segment level.

The recoverable amount of each operating segment has been determined based on the VIU calculation which includes estimates about their future financial performance based on cash flows approved by management covering a period of five years. Key assumptions used in the VIU calculations are the pre-tax discount rate applied and the long-term growth rate of net operating cash flows. In determining these assumptions, management has taken into consideration the current economic environment and its resulting impact on expected growth and discount rates. The cash flow projections reflect management’s expectations of the segment’s operating performance and growth prospects in the operating segment’s market. The pre-tax discount rate applied to an operating segment is derived from the weighted average cost of capital (WACC). Management considers factors such as country risk premium, risk-free rate, size premium and cost of debt to derive the WACC. Impairment losses relating to goodwill cannot be reversed in future periods.

For impaired assets, other than goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the recoverable amount of the asset since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statements of earnings.

LONG-TERM FINANCIAL ASSETS

Long-term financial assets are comprised mainly of deferred compensation plan assets and long-term investments bonds which are presented as long-term based on management’s intentions.

BUSINESS COMBINATIONS

The Company accounts for its business combinations using the acquisition method. Under this method, the consideration transferred is measured at fair value. Acquisition-related and integration costs associated with the business combination are expensed as incurred or when a present legal or constructive obligation exists. The Company recognizes goodwill as the excess of the cost of the acquisition over the net identifiable tangible and intangible assets acquired and liabilities assumed at their acquisition-date fair values. The goodwill recognized is composed of the future economic value associated to acquired work force and synergies with the Company’s operations which are primarily due to reduction of costs and new business opportunities. Management makes assumptions when determining the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates and the useful lives of the assets acquired. Subsequent changes in fair values are recorded as part of the purchase price allocation and therefore result in corresponding goodwill adjustments if they qualify as measurement period adjustments. The measurement period is the period between the date of acquisition and the date where all significant information necessary to determine the fair values is available, not to exceed 12 months. All other subsequent changes in judgements and estimates are recognized in the consolidated statements of earnings.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      17  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

 

EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of shares outstanding during the period. Diluted earnings per share is determined using the treasury stock method to evaluate the dilutive effect of performance share units (PSUs), stock options and restricted share units (RSUs).

RESEARCH AND SOFTWARE DEVELOPMENT COSTS

Research costs are charged to earnings in the period in which they are incurred, net of related tax credits. Development costs related to software and business solutions are charged to earnings in the period they are incurred, net of related tax credits, unless they meet specific capitalization criteria related to technical, market and financial feasibility as described in the Intangible assets section above.

TAX CREDITS

The Company follows the income approach to account for research and development (R&D) and other tax credits, whereby tax credits are recorded when there is a reasonable assurance that the assistance will be received and that the Company will comply with all relevant conditions. Under this method, tax credits related to operating expenditures are recorded as a reduction of the related expenses and recognized in the period in which the related expenditures are charged to earnings. Tax credits related to capital expenditures are recorded as a reduction of the cost of the related assets. The tax credits recorded are based on management’s best estimates of amounts expected to be received and are subject to audit by the taxation authorities. These estimates are reviewed each reporting period and updated, based on new information available.

INCOME TAXES

Income taxes are accounted for using the liability method of accounting.

Current income taxes are recognized with respect to the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the balance sheets date.

Deferred tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts reported for consolidated financial statement purposes and tax values of the assets and liabilities using enacted or substantively enacted tax rates that will be in effect for the year in which the differences are expected to be recovered or settled. Deferred tax assets and liabilities are recognized in earnings, in other comprehensive income or in equity based on the classification of the item to which they relate.

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Once this assessment is made, the Company considers the analysis of forecasts and future tax planning strategies. Estimates of taxable profit are made based on the forecast by jurisdiction on an undiscounted basis.

The Company is subject to income tax laws in numerous jurisdictions. Judgement is required in determining the worldwide provision for income taxes as the determination of tax liabilities and assets involves uncertainties in the interpretation of complex tax regulations and requires estimates and assumptions considering the existing facts and circumstances. The Company provides for potential tax liabilities based on the most likely amount of the possible outcomes. Estimates are reviewed each reporting period and updated, based on new information available, and could result in changes to the income tax liabilities and deferred tax liabilities in the period in which such determinations are made.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    18


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

 

PROVISIONS

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Company’s provisions consist of liabilities for litigation and claims provisions arising in the ordinary course of business, decommissioning liabilities for leases of office buildings, onerous revenue-generating contracts and onerous supplier contracts. The Company also records severance provisions related to specific initiatives such as cost optimization programs and the integration of its business acquisitions.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted using a current pre-tax rate when the impact of the time value of money is material. The increase in the provisions due to the passage of time is recognized as finance costs.

The accrued litigation and legal claims provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavourable outcome.

Decommissioning liabilities pertain to leases of buildings where certain arrangements require premises to be returned to their original state at the end of the lease term. The provision is determined using the present value of the estimated future cash outflows.

Provisions for onerous revenue-generating contracts are recorded when remaining unavoidable costs of fulfilling the contract exceed the remaining estimated revenue from the contract. Management regularly reviews arrangement profitability and the underlying estimates.

Provisions for onerous supplier contracts are recorded when the unavoidable net cash flows from honoring the contract are negative. The provision represents the lowest of the costs to fulfill the contract and the penalties to exit the contract. Those are generally related to non-lease components of vacated leased premises.

Severance provisions are recognized when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, appropriate timelines and has been communicated to those affected by it.

TRANSLATION OF FOREIGN CURRENCIES

The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entity operates.

Foreign currency transactions and balances

Revenue, expenses and non-monetary assets and liabilities denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the balance sheets date. Unrealized and realized translation gains and losses are reflected in the consolidated statements of earnings.

Foreign operations

For foreign operations that have functional currencies different from the Company, assets and liabilities denominated in a foreign currency are translated at exchange rates in effect at the balance sheets date. Revenue and expenses are translated at average exchange rates prevailing during the period. Resulting unrealized gains or losses on translating financial statements of foreign operations are reported in other comprehensive income.

For foreign operations with the same functional currency as the Company, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheets date and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at average exchange rates during the period. Translation exchange gains or losses of such operations are reflected in the consolidated statements of earnings.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    19


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

 

SHARE-BASED PAYMENTS

Equity-settled plans

The Company operates a Share Unit Plan (Share Unit Plan) and an equity-settled stock option plans under which the Company receives services from employees, officers and directors as consideration for equity instruments. Both PSUs and RSUs can be issued under the Share Unit Plan (and are collectively referred to as “Share Units” under such Share Unit Plan).

The fair value of the PSUs and RSUs is established based on the closing price of Class A subordinate voting shares of the Company on the Toronto Stock Exchange (TSX) at the grant date. For the stock options, the fair value is established using the Black-Scholes option pricing model at the grant date. The number of PSUs, RSUs and stock options expected to vest are estimated on the grant date and subsequently revised on each reporting date. For stock options, the estimation of fair value requires making assumptions for the most appropriate inputs to the valuation model including the expected life of the option and expected stock price volatility. The fair value of share-based payments, adjusted for expectations related to performance conditions and forfeitures, are recognized as share-based payment costs over the vesting period in earnings with a corresponding credit to contributed surplus on a graded-vesting basis if they vest annually or on a straight-line basis if they vest at the end of the vesting period.

When PSUs or RSUs are exercised, the recorded fair value of PSUs or RSUs is removed from contributed surplus and credited to capital stock. When stock options are exercised, any consideration paid is credited to capital stock and the recorded fair value of the stock options is removed from contributed surplus and credited to capital stock.

Share purchase plan

The Company operates a share purchase plan for eligible employees. Under this plan, the Company matches the contributions made by employees up to a maximum percentage of the employee’s salary. The Company’s contributions to the plan are recognized in salaries and other employee costs within costs of services, selling and administrative.

Cash-settled deferred share units

The Company operates a deferred share unit (DSU) plan to compensate the external members of the Board of Directors. The expense is recognized within costs of services, selling and administrative for each DSU granted equal to the closing price of Class A subordinate voting shares of the Company on the TSX at the date on which DSUs are awarded and a corresponding liability is recorded in accrued compensation and employee-related liabilities. After the grant date, the DSU liability is remeasured for subsequent changes in the fair value of the Company’s shares.

FINANCIAL INSTRUMENTS

All financial instruments are initially measured at their fair value and are subsequently classified either at amortized cost, at fair value through earnings (FVTE) or at fair value through other comprehensive income (FVOCI). Financial assets are classified based on the Company’s management model of such instruments and their contractual cash flows they generate. Financial liabilities are classified and measured at amortized cost, unless they are held for trading and classified as FVTE.

The Company has made the following classifications:

FVTE

Cash and cash equivalents, cash included in funds held for clients, derivative financial instruments and deferred compensation plan assets within long-term financial assets are measured at fair value at the end of each reporting period and the resulting gains or losses are recorded in the consolidated statements of earnings.

Amortized Cost

Trade accounts receivable, long-term receivables within long-term financial assets, short-term investments in funds held for clients, accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, long-term debt and clients’ funds obligations are measured at amortized cost using the effective interest method. Financial assets classified at amortized cost are subject to impairment. For trade accounts receivable and work in progress, the Company applies the simplified approach to measure expected credit losses, which requires lifetime expected loss allowance to be recorded upon initial recognition of the financial assets.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    20


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

FINANCIAL INSTRUMENTS (CONTINUED)

 

FVOCI

Short-term investments included in current financial assets, long-term bonds included in funds held for clients and long-term investments within long-term financial assets are measured at fair value through other comprehensive income and are subject to impairment for which the Company uses the low credit risk exemption.

The unrealized gains and losses, net of applicable income taxes, are recorded in other comprehensive income. Interest income measured using the effective interest method and realized gains and losses on derecognition are recorded in the consolidated statements of earnings.

Transaction costs are comprised primarily of legal, accounting and other costs directly attributable to the acquisition or issuance of financial instruments. Transaction costs related to financial instruments other than FVTE are included in the initial recognition of the corresponding asset or liability and are amortized using effective interest method. Transaction costs related to the unsecured committed revolving credit facility are included in other long-term assets and are amortized using the straight-line method over the expected life of the underlying agreement.

Financial assets are derecognized if the contractual rights to the cash flows from the financial asset expire or the asset is transferred and the transfer qualifies for derecognition as substantially all the risks and rewards of ownership of the financial asset have been transferred.

Fair value hierarchy

Fair value measurements recognized on the balance sheets are classified in accordance with the following levels:

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

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

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

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency exchange risks.

Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognized in the consolidated statements of earnings, unless the derivative is designated and is effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of earnings depends on the nature of the hedge relationship. The cash flows of the hedging instruments are classified in the same manner as the cash flows of the item being hedged.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management’s objective and strategy for undertaking the hedge. The documentation includes the identification of the nature of the risk being hedged, the economic relationship between the hedged item and the hedging instruments which should not be dominated by credit risk, the hedge ratio consistent with the risk management strategy pursued and how the Company will assess the effectiveness of the hedging relationship on an ongoing basis.

Management evaluates hedge effectiveness at inception of the hedge instrument and quarterly thereafter generally based on a managed hedge ratio of 1 for 1. Hedge effectiveness is measured prospectively as the extent to which changes in the fair value or cash flows of the derivative offsets the changes in the fair value or cash flows of the underlying hedged instrument or risk when there is a significant mismatch between the terms of the hedging instrument and the hedged item. Any meaningful imbalance is considered ineffectiveness in the hedge and accounted for accordingly in the consolidated statements of earnings.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      21  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS (CONTINUED)

 

Hedges of net investments in foreign operations

The Company may use cross-currency swaps and foreign currency denominated long-term debt to hedge portions of the Company’s net investments in its U.S. and European operations. Foreign exchange translation gains or losses on the net investments and the effective portions of gains or losses on instruments hedging the net investments are recorded in other comprehensive income. Gains or losses relating to the ineffective portion are recognized in consolidated statements of earnings. When the hedged net investment is disposed of, the relevant amount in other comprehensive income is transferred to earnings as part of the gain or loss on disposal.

Cash flow hedges of future revenue and long-term debt

The majority of the Company’s revenue and costs are denominated in a currency other than the Canadian dollar. The risk of foreign exchange fluctuations impacting the results is substantially mitigated by matching the Company’s costs with revenue denominated in the same currency. In certain cases where there is a substantial imbalance for a specific currency, the Company enters into foreign currency forward contracts to hedge the variability in the foreign currency exchange rates.

The Company also uses interest rate and cross-currency swaps to hedge either the cash flow exposure or the foreign exchange exposure of the long-term debt.

The effective portion of the change in fair value of the derivative financial instruments is recognized in other comprehensive income and the ineffective portion, if any, in the consolidated statements of earnings. The effective portion of the change in fair value of the derivatives is reclassified out of other comprehensive income into the consolidated statements of earnings when the hedged item is recognized in the consolidated statements of earnings.

Cost of hedging

The Company has elected to account for forward element and foreign currency basis spread of forward contracts and cross-currency swaps as costs of hedging. In such cases, the deferred costs (gains) of hedging, net of applicable income taxes, are recognized as a separate component of the accumulated other comprehensive income and reclassified in the consolidated statements of earnings when the hedged item is derecognized.

EMPLOYEE BENEFITS

The Company operates both defined benefit and defined contribution post-employment benefit plans.

The cost of defined contribution plans is charged to the consolidated statements of earnings on the basis of contributions payable by the Company during the year.

For defined benefit plans, the defined benefit obligations are calculated by independent actuaries using the projected unit credit method. The retirement benefits obligations in the consolidated balance sheets represent the present value of the defined benefit obligations as reduced by the fair value of plan assets on a plan by plan basis. The retirement benefits assets are recognized to the extent that the Company can benefit from refunds or a reduction in future contributions. Retirement benefits plans that are funded by the payment of insurance premiums are treated as defined contribution plans unless the Company has an obligation either to pay the benefits directly when they fall due or to pay further amounts if assets accumulated with the insurer do not cover all future employee benefits. In such circumstances, the plan is treated as a defined benefit plan.

Insurance policies are treated as plan assets of a defined benefit plan if the proceeds of the policy:

 

  -

Can only be used to fund employee benefits;

 

  -

Are not available to the Company’s creditors; and

 

  -

Either cannot be paid to the Company unless the proceeds represent surplus assets not needed to meet all the benefit obligations or are a reimbursement for benefits already paid by the Company.

Insurance policies that do not meet the above criteria are treated as non-current investments and are held at fair value as long-term financial assets in the consolidated balance sheets.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      22  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

EMPLOYEE BENEFITS (CONTINUED)

 

The actuarial valuations used to determine the cost of defined benefit pension plans and their present value involve making assumptions such as discount rates, future salary and pension increases, inflation rates and mortality. Any changes in assumptions will impact the carrying amount of pension obligations. In determining the appropriate discount rate, management considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

The current service cost is recognized in the consolidated statements of earnings under costs of services, selling and administrative. The net interest cost calculated by applying the discount rate to the net defined benefit liabilities or assets is recognized as net finance cost or income. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past services or the gains or losses on curtailment is recognized immediately in the consolidated statements of earnings. The gains or losses on the settlement of a defined benefit plan are recognized when the settlement occurs.

Remeasurements on defined benefit plans include actuarial gains and losses, changes in the effect of the asset ceiling and the return on plan assets, excluding the amount included in net interest on the net defined liabilities or assets. Remeasurements are charged or credited to other comprehensive income in the period in which they arise.

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2023:

Definition of Accounting Estimates – Amendments to IAS 8

In February 2021, the International Accounting Standards Board (IASB) amended IAS 8 Accounting Policies, Changes in Accounting estimates and Errors to introduce a definition of accounting estimates and to help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction is important because changes in accounting policies must be applied retrospectively while changes in accounting estimates are accounted for prospectively.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

The implementation of these standard amendments resulted in no impact on the Company’s consolidated financial statements.

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which was applied as of that date.

Since March 31, 2024, the Company is subject to additional disclosure requirements on current tax expense related to Pillar Two income taxes, as well as qualitative and quantitative information about the exposure to Pillar Two income taxes. The Company has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent country-by-country reporting and financial statements for its constituent entities.

The Pillar Two Model Rules – Amendments to IAS 12 had no significant impact on the Company’s consolidated financial statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      23  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

3.

Summary of material accounting policies (continued)

 

FUTURE ACCOUNTING STANDARD CHANGES

The following standard amendments are effective as of October 1, 2024:

Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants –Amendments to IAS 1

In January 2020, the IASB amended IAS 1 Presentation of Financial Statements, clarifying that the classification of liabilities as current or non-current is based on existing rights at the end of the reporting period, independent of whether the Company will exercise its right to defer settlement of a liability. Subsequently, in October 2022, the IASB introduced additional amendments to IAS 1, emphasizing that covenants for long-term debt, regardless whether the covenants were compliant after the reporting date, should not affect debt classification; instead, companies are required to disclose information about these covenants in the notes accompanying their financial statements.

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

In May 2023, the IASB amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to introduce new disclosure requirements to enhance the transparency on supplier finance arrangements and their impact on the Company’s liabilities, cash flows and liquidity exposure. The new disclosure requirements will include information such as terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk information around supplier finance arrangements.

The implementation of these standard amendments will result in no impact on the Company’s consolidated financial statements.

The following standard amendments have been issued and will be effective as of October 1, 2026 for the Company, with earlier application permitted. The Company will evaluate the impact of these standard amendments on its consolidated financial statements.

Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income. The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that change their measurement category due to the standard amendments.

The following standard has been issued by the IASB and will be effective as of October 1, 2027 for the Company, with earlier application permitted. The Company will evaluate the impact of this standard on its consolidated financial statements.

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1 Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined financial performance measures used in public communications outside financial statements and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual and interim financial statements.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    24


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

4.

Accounts receivable

 

     

As at

September 30, 2024

    

As at

September 30, 2023

 
     $      $  

 Trade (Note 32)

     1,117,712        1,152,880  

 Tax credits and R&D tax credits

     149,955        157,668  

 Other

     130,735        114,569  
       1,398,402        1,425,117  

 

5.    Funds held for clients

 

             
     

As at

September 30, 2024

    

As at

September 30, 2023

 
     $      $  

 Cash (Note 32)

     233,584        269,792  

 Short-term investments

     50,000        80,000  

 Long-term bonds (Note 32)

     223,196        138,935  
       506,780        488,727  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      25  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

6.

Property, plant and equipment

 

                 Furniture,              
     

Land and

buildings

    Leasehold
improvements
    fixtures and
equipment
    Computer
equipment
    Total  
     $     $     $     $     $  

Cost

          

As at September 30, 2023

     81,381       256,804       149,271       620,371       1,107,827  

Additions

     6,032       17,724       12,253       72,515       108,524  

Additions - business acquisitions (Note 27)

           96       196       1,086       1,378  

Disposals/retirements

     (10,236     (27,142     (19,273     (86,710     (143,361

Foreign currency translation adjustment

     3,353       5,768       2,754       17,057       28,932  

As at September 30, 2024

     80,530       253,250       145,201       624,319       1,103,300  

 Accumulated depreciation

          

As at September 30, 2023

     26,979       165,260       94,710       431,602       718,551  

Depreciation expense (Note 24)

     2,550       28,974       12,988       90,306       134,818  

Impairment (Note 24)

     115       1,966       465       149       2,695  

Disposals/retirements

     (4,985     (26,945     (19,273     (86,710     (137,913

Foreign currency translation adjustment

     1,324       4,284       1,368       11,350       18,326  

As at September 30, 2024

     25,983       173,539       90,258       446,697       736,477  

Net carrying amount as at September 30, 2024

     54,547       79,711       54,943       177,622       366,823  
                 Furniture,              
     Land and     Leasehold     fixtures and     Computer        
      buildings     improvements     equipment     equipment     Total  
     $     $     $     $     $  

Cost

          

As at September 30, 2022

     77,371       262,972       152,083       598,725       1,091,151  

Additions

     1,933       29,301       16,145       111,011       158,390  

Disposals/retirements

     (167     (39,269     (20,477     (100,769     (160,682

Foreign currency translation adjustment

     2,244       3,800       1,520       11,404       18,968  

As at September 30, 2023

     81,381       256,804       149,271       620,371       1,107,827  

 Accumulated depreciation

          

As at September 30, 2022

     23,467       170,647       101,302       426,127       721,543  

Depreciation expense (Note 24)

     3,234       28,697       12,675       98,759       143,365  

Impairment (Note 24)

           2,163       423             2,586  

Disposals/retirements

     (167     (39,269     (20,477     (100,769     (160,682

Foreign currency translation adjustment

     445       3,022       787       7,485       11,739  

As at September 30, 2023

     26,979       165,260       94,710       431,602       718,551  

Net carrying amount as at September 30, 2023

     54,402       91,544       54,561       188,769       389,276  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      26  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

7.

Right-of-use assets

 

                                                                                                   
      Properties     Motor vehicles and
others
   

Computer

equipment

    Total  
     $     $     $     $  

 Cost

        

As at September 30, 2023

     1,022,910       199,501       38,943       1,261,354  

Additions

     46,289       41,968       208       88,465  

Additions - business acquisitions (Note 27)

     2,341                   2,341  

Change in estimates and lease modifications

     18,422                   18,422  

Disposals/retirements

     (81,524     (46,014     (29,942     (157,480

Foreign currency translation adjustment

     34,574       6,156       965       41,695  

 As at September 30, 2024

     1,043,012       201,611       10,174       1,254,797  

 Accumulated depreciation

        

As at September 30, 2023

     644,021       98,800       36,212       779,033  

Depreciation expense (Note 24)

     89,198       35,507       1,910       126,615  

Impairment (Note 24)

     10,119                   10,119  

Disposals/retirements

     (80,766     (41,970     (29,942     (152,678

Foreign currency translation adjustment

     21,285       3,386       922       25,593  

 As at September 30, 2024

     683,857       95,723       9,102       788,682  

 Net carrying amount as at September 30, 2024

     359,155       105,888       1,072       466,115  
      Properties     Motor vehicles and
others
   

Computer

equipment

    Total  
     $     $     $     $  

 Cost

        

As at September 30, 2022

     1,049,445       180,164       40,689       1,270,298  

Additions

     32,772       48,883       1,030       82,685  

Change in estimates and lease modifications

     13,940                   13,940  

Disposals/retirements

     (101,670     (36,792     (3,121     (141,583

Foreign currency translation adjustment

     28,423       7,246       345       36,014  

 As at September 30, 2023

     1,022,910       199,501       38,943       1,261,354  

 Accumulated depreciation

        

As at September 30, 2022

     610,007       88,923       36,247       735,177  

Depreciation expense (Note 24)

     103,249       36,988       2,793       143,030  

Impairment (Note 24)

     9,649                   9,649  

Disposals/retirements

     (94,676     (31,700     (3,121     (129,497

Foreign currency translation adjustment

     15,792       4,589       293       20,674  

 As at September 30, 2023

     644,021       98,800       36,212       779,033  

 Net carrying amount as at September 30, 2023

     378,889       100,701       2,731       482,321  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      27  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

8.

Contract costs

 

      As at September 30, 2024      As at September 30, 2023  
      Cost      Accumulated
amortization
and impairment
     Net
carrying
amount
     Cost      Accumulated
amortization
and impairment
     Net
carrying
amount
 
     $      $      $      $      $      $  

Transition costs

     610,971        274,243        336,728        549,848        250,847        299,001  

Incentives

     51,045        43,744        7,301        52,331        42,886        9,445  
       662,016        317,987        344,029        602,179        293,733        308,446  

 

9.

Intangible assets

 

      Software     Software
internally
developed
    Business
solutions
acquired
    Business
solutions
internally
developed
   

Client
relationships

and backlog

    Total  
     $     $     $     $     $     $  

 Cost

            

As at September 30, 2023

     228,673       110,225       90,139       841,740       1,248,069       2,518,846  

Additions

     50,534       7,720             100,810             159,064  

Business acquisitions (Note 27)

     69                         124,330       124,399  

Disposals/retirements

     (26,301     (5,806     (9,672     (20,221           (62,000

Foreign currency translation adjustment

     3,203       931       1,309       5,968       39,762       51,173  

 As at September 30, 2024

     256,178       113,070       81,776       928,297       1,412,161       2,791,482  

 Accumulated amortization and impairment

            

As at September 30, 2023

     175,238       75,187       67,954       474,462       1,102,902       1,895,743  

Amortization expense (Note 24)

     40,088       14,810       3,838       77,701       49,304       185,741  

Impairment (Note 24)

     1,439       131             10,004             11,574  

Disposals/retirements

     (26,301     (5,806     (9,672     (20,221           (62,000

Foreign currency translation adjustment

     2,647       666       1,200       2,517       34,819       41,849  

 As at September 30, 2024

     193,111       84,988       63,320       544,463       1,187,025       2,072,907  

 Net carrying amount as at September 30, 2024

     63,067       28,082       18,456       383,834       225,136       718,575  
      Software     Software
internally
developed
    Business
solutions
acquired
    Business
solutions
internally
developed
   

Client
relationships

and backlog

    Total  
     $     $     $     $     $     $  

 Cost

            

As at September 30, 2022

     238,940       104,486       78,580       734,021       1,231,393       2,387,420  

Additions

     33,963       9,130       19,811       111,894             174,798  

Business acquisitions (Note 27b)

                             (8,951     (8,951

Disposals/retirements

     (49,103     (3,900     (9,002                 (62,005

Foreign currency translation adjustment

     4,873       509       750       (4,175     25,627       27,584  

 As at September 30, 2023

     228,673       110,225       90,139       841,740       1,248,069       2,518,846  

 Accumulated amortization and impairment

            

As at September 30, 2022

     189,639       65,323       73,094       408,298       1,035,107       1,771,461  

Amortization expense (Note 24)

     30,475       13,421       3,274       69,053       47,824       164,047  

Disposals/retirements

     (49,103     (3,900     (9,002                 (62,005

Foreign currency translation adjustment

     4,227       343       588       (2,889     19,971       22,240  

 As at September 30, 2023

     175,238       75,187       67,954       474,462       1,102,902       1,895,743  

 Net carrying amount as at September 30, 2023

     53,435       35,038       22,185       367,278       145,167       623,103  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      28  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

10.

Other long-term assets

 

     As at      As at  
       September 30, 2024        September 30, 2023  
     $        $  

Long-term prepaid services

     24,061        28,674  

Insurance contracts held to fund defined benefit pension and life assurance
arrangements - reimbursement rights (Note 17)

     19,675        19,458  

Retirement benefits assets (Note 17)

     22,446        836  

Deposits

     13,503        15,634  

Deferred financing fees

     2,425        2,531  

Other

     28,330        17,643  
       110,440        84,776  

 

11.

Long-term financial assets

 

     As at      As at  
       September 30, 2024        September 30, 2023  
     $        $  

Deferred compensation plan assets (Notes 17 and 32)

     112,270        88,076  

Long-term investments (Note 32)

     24,209        17,113  

Long-term receivables

     10,114        20,774  

Long-term derivative financial instruments (Note 32)

     2,644        22,005  
       149,237        147,968  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      29  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

12.

Goodwill

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

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

The Company completed the annual impairment test during the fourth quarter of the fiscal year 2024 and did not identify any impairment.

The movements in goodwill were as follows:

 

     

Western

and
Southern
Europe

     U.S.
Commercial
and State
Government
    Canada     

U.S.

Federal

    Scandinavia
and Central
Europe
     U.K. and
Australia
     Finland,
Poland and
Baltics
     Northwest
and
Central-
East
Europe
     Asia
Pacific
     Total  
     $      $     $      $     $      $      $      $      $      $  

As at September 30, 2023

     1,555,730        1,258,377       1,142,148        1,090,703       1,383,316        896,809        604,885        532,129        260,353        8,724,450  

Business acquisitions (Note 27)

            42,055              397,406                                          439,461  

Foreign currency translation adjustment

     79,977        (2,175            (3,813     79,654        84,131        32,292        25,915        10,484        306,465  

 As at September 30, 2024

     1,635,707        1,298,257       1,142,148        1,484,296       1,462,970        980,940        637,177        558,044        270,837        9,470,376  

Key assumptions in goodwill impairment testing

The key assumptions for the CGUs are disclosed in the following tables for the years ended September 30:

 

 2024    Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     Canada      U.S.
Federal
     Scandinavia
and Central
Europe
     U.K. and
Australia
     Finland,
Poland
and
Baltics
     Northwest
and
Central-
East
Europe
     Asia
Pacific
 
     %      %      %      %      %      %      %      %      %  

Pre-tax WACC

     10.3        11.4        10.9        10.3        10.0        11.5        10.3        10.2        17.8  

Long-term growth rate of net operating cash flows1

     2.0        2.0        2.0        2.0        2.0        2.0        2.0        2.0        2.0  
 2023    Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     Canada      U.S.
Federal
     Scandinavia
and Central
Europe
     U.K. and
Australia
     Finland,
Poland
and
Baltics
     Northwest
and
Central-
East
Europe
     Asia
Pacific
 
     %        %        %        %        %        %        %        %        %  

Pre-tax WACC

     11.7        11.9        11.0        10.3        12.1        13.7        12.2        12.1        20.3  

Long-term growth rate of net operating cash flows1

     2.0        2.0        2.0        2.0        2.0        2.0        2.0        2.0        2.0  

 

1 

The long-term growth rate is based on the lower of published industry research growth and 2.0%.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      30  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

13.

Provisions

 

      Severances1             Decommissioning
liabilities2
             Others3              Total  
     $            $            $            $  

As at September 30, 2023

     5,719          19,972          18,472          44,163  

Additional provisions

     70,153          1,326          16,307          87,786  

Utilized amounts

     (62,796        (1,367        (17,942        (82,105

Reversals of unused amounts

     (1,587        (1,206        (3,366        (6,159

Discount rate adjustment and imputed interest

              191          301          492  

Foreign currency translation adjustment

     514                1,122                609                2,245  

 As at September 30, 2024

     12,003                20,038                14,381                46,422  

 Current portion

     11,797                4,110                11,564                27,471  

 Non-current portion

     206                15,928                2,817                18,951  

 

1 

See Note 25, Cost optimization program and Note 27c), Investments in subsidiaries.

 

2 

As at September 30, 2024, the decommissioning liabilities were based on the expected cash flows of $20,483,000 and were discounted at a weighted average rate of 1.16%. The timing of settlements of these obligations ranges between one and seventeen years as at September 30, 2024. The reversals of unused amounts are mostly due to favourable settlements.

 

3 

As at September 30, 2024, others included provisions on revenue-generating contracts, onerous supplier contracts mainly under the cost optimization program (Note 25) and acquisition-related and integration costs (Note 27c), as well as litigation and claims.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      31  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

14.

Long-term debt

 

     

As at

September 30, 2024

    

As at

September 30, 2023

 
     $      $  

 2014 U.S. Senior Notes of $473,025 (U.S. $350,000)1

            473,808  

 2021 U.S. Senior Notes of $810,900 (U.S.$600,000) repayable in September 2026 and of $540,600

   (U.S.$400,000) repayable in September 20312

     1,342,758        1,342,714  

 2021 CAD Senior Notes of $600,000 repayable in September 20283

     597,212        596,550  

 2024 CAD Senior Notes of $300,000 repayable in September 2027 and of $450,000 repayable in September 20294

     746,144         

 Unsecured committed term loan credit facility5

            676,886  

 Other long-term debt

     2,194        10,363  
     2,688,308        3,100,321  

 Current portion

     999        1,158,971  
       2,687,309        1,941,350  

 

1 

In September 2024, the Company repaid the last two series of the senior unsecured notes issued in 2014 of U.S.$350,000,000 (2014 U.S. Senior Notes), for a total amount of $475,825,000, and settled the related cross-currency swaps (Note 32).

 

2 

The senior unsecured notes issued in 2021 of U.S. $1,000,000,000 (2021 U.S. Senior Notes) are comprised of two series of senior unsecured notes with a weighted average maturity of 4 years and a weighted average interest rate of 1.79%. As at September 30, 2024, these represent an amount of $1,351,500,000, less financing fees.

 

3 

As at September 30, 2024, an amount of $600,000,000 was borrowed, less financing fees. The senior unsecured notes issued in 2021 of $600,000,000 (2021 CAD Senior Notes) are due in September 2028, with an interest rate of 2.10%.

 

4 

In September 2024, the Company issued senior unsecured notes (2024 CAD Senior Notes) for a total principal amount of $750,000,000, less financing fees. This issuance is comprised of two series of senior unsecured notes with a weighted average maturity of 4 years and a weighted average interest rate of 4.08%.

 

5

In December 2023, the Company repaid in full its unsecured committed term loan credit facility of U.S. $500,000,000, for a total amount of $670,350,000. The Company also settled the related cross-currency swaps (Note 32).

The Company has an unsecured committed revolving credit facility available for an amount of $1,500,000,000 that expires in November 2028. This facility bears interest at variable reference rate benchmarks, plus a variable margin that is determined based on the Company’s leverage ratio. As at September 30, 2024, there was no amount drawn upon this facility. An amount of $3,645,000 has been committed against this facility to cover various letters of credit issued for clients and other parties. On October 30, 2024, the unsecured committed revolving credit facility was extended by one year to October 30, 2029 and can be further extended. There were no material changes in the terms and conditions including interest rates and banking covenants. The unsecured committed revolving credit facility contains covenants that require the Company to maintain certain financial ratios (Note 33). As at September 30, 2024, the Company was in compliance with these covenants.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      32  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

15.

Other long-term liabilities

 

     

As at 

September 30, 2024 

    

As at 

September 30, 2023 

 
     $      $  

Deferred revenue

     137,450         112,370   

Deferred compensation plan liabilities (Note 17)

     124,447         97,745   

Other

     39,185         33,477   
    

 

 

 

301,082 

 

 

  

 

 

 

243,592 

 

 

 

16.

Income taxes

 

 

     Year ended September 30  
      2024      2023  
     $     $  

Current income tax expense

    

Current income tax expense in respect of the current year

     731,338       697,402  

Adjustments recognized in the current year in relation to the income tax expense (recovery) of prior years

     12,998       (21,242

Total current income tax expense

     744,336       676,160  

Deferred income tax recovery

    

Deferred income tax recovery relating to the origination and reversal of temporary differences

     (118,893     (119,249

Adjustments recognized in the current year in relation to the deferred income tax (recovery) expense of prior years

     (27,207     9,753  

Total deferred income tax recovery

     (146,100     (109,496

Total income tax expense

     598,236       566,664  

The Company’s effective income tax rate differs from the combined Federal and Provincial Canadian statutory tax rate as follows:

 

     Year ended September 30  
      2024     2023  
     %     %  

Company’s statutory tax rate

     26.5       26.5  

Effect of foreign tax rate differences

     (0.3     (0.6

Final determination from agreements with tax authorities and expirations of statutes of limitations

     (0.3     (0.5

Non-deductible and tax exempt items

     0.3       0.1  

Recognition of previously unrecognized temporary differences

     (0.3      

Minimum income tax charge

     0.2       0.3  

Effective income tax rate

        26.1             25.8  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      33  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

16.

Income taxes(continued)

 

The continuity schedule of deferred tax balances is as follows:

 

     

As at

September 30,
2023

   

Additions

from

business
acquisitions

     Recognized
in earnings
   

Recognized

in other
comprehensive
income

   

Recognized

in equity

    Foreign currency
translation
adjustment and
other
   

As at

September 30,

2024

 
     $     $      $     $     $     $     $  

Accounts payable and accrued liabilities, provisions and other long-term liabilities

     43,673              8,844                   683       53,200  

Tax benefits on losses carried forward

     56,078              (7,265                 2,367       51,180  

Accrued compensation and employee-related liabilities

     68,926              12,102             (3,599     1,392       78,821  

Retirement benefits obligations

     27,243              795       (356           (648     27,034  

Capitalized research and development

     92,880              82,302                   (715     174,467  

Lease liabilities

     169,288              (16,919                 4,110       156,479  

PP&E, contract costs, intangible assets and other long-term assets

     (123,717            49,457                   1,111       (73,149

Right-of-use assets

     (143,411            23,077                   (3,648     (123,982

Work in progress

     (14,372            (926                 (323     (15,621

Goodwill

     (87,259            (6,346                 (77     (93,682

Refundable tax credits on salaries

     (22,568            (2,478                 103       (24,943

Cash flow hedges

     (4,010            14,164       5,374             (1,468     14,060  

Other

     11,600              (10,707     (3,462           140       (2,429

Deferred taxes, net

     74,351              146,100       1,556       (3,599     3,027       221,435  
      As at
September 30,
2022
   

Additions

from

business
acquisitions

     Recognized
in earnings
   

Recognized

in other
comprehensive
income

    Recognized
in equity
   

Foreign currency
translation

adjustment and

other

   

As at

September 30,

2023

 
     $     $      $     $     $     $     $  

Accounts payable and accrued liabilities, provisions and other long-term liabilities

     40,214              4,007                   (548     43,673  

Tax benefits on losses carried forward

     51,963              2,928                   1,187       56,078  

Accrued compensation and employee-related liabilities

     51,136              14,531             2,623       636       68,926  

Retirement benefits obligations

     19,517              (5,601     13,078             249       27,243  

Capitalized research and development

                  92,880                         92,880  

Lease liabilities

     171,072              (5,750                 3,966       169,288  

PP&E, contract costs, intangible assets and other long-term assets

     (151,054     2,540        23,567                   1,230       (123,717

Right-of-use assets

     (132,757            (6,709                 (3,945     (143,411

Work in progress

     (12,828            (1,283                 (261     (14,372

Goodwill

     (81,617            (6,653                 1,011       (87,259

Refundable tax credits on salaries

     (20,049            (2,517                 (2     (22,568

Cash flow hedges

     (10,398            (55     6,445             (2     (4,010

Other

     3,190              151       9,339             (1,080     11,600  

Deferred taxes, net

     (71,611     2,540        109,496       28,862       2,623       2,441       74,351  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    34


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

16.

Income taxes (continued)

 

The deferred tax balances are presented as follows in the consolidated balance sheets:

 

     

As at

September 30, 2024

   

As at

September 30, 2023

 
     $     $  

Deferred tax assets

     242,567       105,432  

Deferred tax liabilities

     (21,132     (31,081
       221,435       74,351  

As at September 30, 2024, the Company had $195,358,000 ($279,918,000 as at September 30, 2023) in operating tax losses carried forward, of which $39,077,000 ($104,113,000 as at September 30, 2023) expire at various dates from 2041 to 2043 and $156,281,000 ($175,805,000 as at September 30, 2023) have no expiry dates. As at September 30, 2024, a deferred income tax asset of $46,564,000 ($49,742,000 as at September 30, 2023) has been recognized on $180,647,000 ($187,865,000 as at September 30, 2023) of these losses. The deferred income tax assets are recognized only to the extent that it is probable that taxable income will be available against which the unused tax losses can be utilized. As at September 30, 2024, the Company had $14,711,000 ($84,739,000 as at September 30, 2023) of the unrecognized operating tax losses that have no expiry dates and none will expire ($7,314,000 as at September 30, 2023).

As at September 30, 2024, the Company had $470,177,000 ($424,736,000 as at September 30, 2023) in non-operating tax losses carried forward that have no expiry dates. As at September 30, 2024, a deferred income tax asset of $4,616,000 ($6,336,000 as at September 30, 2023) has been recognized on $17,869,000 ($24,806,000 as at September 30, 2023) of these losses. As at September 30, 2024, the Company had $452,308,000 ($399,930,000 as at September 30, 2023) of unrecognized non-operating tax losses.

As at September 30, 2024, the Company had $1,315,252,000 ($1,365,975,000 as at September 30, 2023) of cash and cash equivalents held by foreign subsidiaries. The tax implications of the repatriation of cash and cash equivalents not considered indefinitely reinvested have been accounted for and will not materially affect the Company’s liquidity. In addition, the Company has not recorded deferred tax liabilities on undistributed earnings of $9,308,421,000 ($8,262,337,000 as at September 30, 2023) coming from its foreign subsidiaries as they are considered indefinitely reinvested. Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to taxation.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    35


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits

The Company operates various post-employment plans, including defined benefit and defined contribution pension plans as well as other benefit plans for its employees.

DEFINED BENEFIT PLANS

The Company operates defined benefit pension plans primarily for the benefit of employees in the U.K., France and Germany, with smaller plans in other countries. The benefits are based on pensionable salary and years of service and most of them are funded with assets held in separate funds.

The defined benefit plans expose the Company to interest risk, inflation risk, longevity risk, currency risk and market investment risk.

The following description focuses mainly on plans registered in the U.K., France and Germany:

U.K.

In the U.K., the Company has three defined benefit pension plans, the CMG U.K. Pension Scheme, the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan.

The CMG U.K. Pension Scheme is closed to new employees and is closed to further accrual of rights for existing employees. The Logica U.K. Pension & Life Assurance Scheme is still open but only for employees who come from the civil service with protected pensions. The Logica Defined Benefit Pension Plan is closed to new employees and is closed to further accrual of rights for existing employees. The plan was created to mirror the Electricity Supply Pension Scheme and was created for employees that worked for National Grid and Welsh Water with protected benefits.

Both the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan are employer and employee based contribution plans.

The trustees are the custodians of the defined benefit pension plans and are responsible for the plan administration, including investment strategies. The trustees review periodically the investment and the asset allocation policies. As such, the CMG U.K. Pension Scheme policy is to target an allocation up to a maximum of 65% to return-seeking assets such as equities; the Logica U.K. Pension & Life Assurance Scheme policy is to invest 15% of the scheme assets in equities and 85% in bonds; and the Logica Defined Benefit Pension Plan policy is to invest 10% of the plan assets in equities and 90% in bonds.

The U.K. Pensions Act 2004 requires that full formal actuarial valuations are carried out at least every three years to determine the contributions that the Company should pay in order for the plan to meet its statutory objective, taking into account the assets already held. In the interim years, the trustees need to obtain estimated funding updates unless the scheme has less than 100 employees in total.

The new funding actuarial valuations of the three defined benefit pension plans described above are being performed as at September 30, 2024 and the results are expected to be available by the end of the 2025 fiscal year. In the meantime, the Company followed the last funding actuarial valuations from 2022 as at September 30, 2024:

 

  -

The actuarial valuation of the CMG U.K. Pension Scheme reported a surplus of $36,812,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. Since January 1, 2022, the Company did not contribute to the plan; and

 

  -

The actuarial valuation of the Logica U.K. Pension & Life Assurance Scheme reported a surplus of $91,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. During fiscal 2024, the Company contributed an amount of $447,000 to cover service costs; and

 

  -

The actuarial valuation of the Logica Defined Benefit Pension Plan reported a surplus of $18,901,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. Since November 30, 2019, the Company did not contribute to the plan.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      36  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

France

In France, the retirement indemnities are provided in accordance with the Labour Code. Upon retirement, employees receive an indemnity, depending on the salary and seniority in the Company, in the form of a lump-sum payment.

Germany

In Germany, the Company has numerous defined benefit pension plans which are all closed to new employees. In the majority of the plans, upon retirement of employees, the benefits are in the form of a monthly pension and in a few plans, the employees receive an indemnity in the form of a lump-sum payment. There are no mandatory funding requirements. The plans are funded by the contributions made by the Company. In some plans, insurance policies are taken out to fund retirement benefit plans. These do not qualify as plan assets and are presented as reimbursement rights, unless they are part of a reinsured support fund or are pledged to the employees.

The following tables present amounts for post-employment benefits plans included in the consolidated balance sheets:

 

 As at September 30, 2024    U.K.        France        Germany        Other        Total  
     $       $       $       $       $  

Defined benefit obligations

     (620,308     (95,366     (74,715     (107,559     (897,948

Fair value of plan assets

     642,538             12,599       74,891       730,028  
     22,230       (95,366     (62,116     (32,668     (167,920

Fair value of reimbursement rights

                 19,300       375       19,675  

Net asset (liability) recognized in the balance sheet

     22,230       (95,366     (42,816     (32,293     (148,245

Presented as:

          

Other long-term assets (Note 10)

          

Insurance contracts held to fund defined benefit pension
and life assurance arrangements - reimbursement rights

                 19,300       375       19,675  

Retirement benefits assets

     22,230                   216       22,446  

Retirement benefits obligations

           (95,366     (62,116     (32,884     (190,366
       22,230       (95,366     (42,816     (32,293     (148,245
          
 As at September 30, 2023    U.K.     France     Germany     Other     Total  
     $       $       $       $       $  

Defined benefit obligations

     (535,633     (78,612     (67,706     (92,703     (774,654

Fair value of plan assets

     536,226             11,747       64,138       612,111  
     593       (78,612     (55,959     (28,565     (162,543

Fair value of reimbursement rights

                 19,082       376       19,458  

Net asset (liability) recognized in the balance sheet

     593       (78,612     (36,877     (28,189     (143,085

Presented as:

          

Other long-term assets (Note 10)

          

Insurance contracts held to fund defined benefit pension
and life assurance arrangements - reimbursement rights

                 19,082       376       19,458  

Retirement benefits assets

     593                   243       836  

Retirement benefits obligations

           (78,612     (55,959     (28,808     (163,379
       593       (78,612     (36,877     (28,189     (143,085

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      37  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

 Defined benefit obligations    U.K.        France        Germany        Other        Total  
     $       $       $       $       $  

As at September 30, 2023

     535,633       78,612       67,706       92,703       774,654  

Current service cost

     946       6,114       373       6,732       14,165  

Interest cost

     30,561       3,378       2,738       5,009       41,686  

Actuarial losses due to change in financial assumptions1

     29,444       10,088       4,948       3,405       47,885  

Actuarial losses due to change in demographic assumptions1

           111             338       449  

Actuarial (gains) losses due to experience1

     (1,222     (5,100     (787     794       (6,315

Plan participant contributions

     86                   162       248  

Benefits paid from the plan

     (27,712           (503     (3,536     (31,751

Benefits paid directly by employer

           (2,033     (3,192     (496     (5,721

Foreign currency translation adjustment1

     52,572       4,196       3,432       2,448       62,648  

 As at September 30, 2024

     620,308       95,366       74,715       107,559       897,948  

Defined benefit obligations of unfunded plans

           95,366             21,600       116,966  

Defined benefit obligations of funded plans

     620,308             74,715       85,959       780,982  

 As at September 30, 2024

     620,308       95,366       74,715       107,559       897,948  
          
 Defined benefit obligations    U.K.     France     Germany     Other     Total  
     $       $       $       $       $  

As at September 30, 2022

     525,262       77,477       61,420       85,784       749,943  

Current service cost

     997       6,106       379       6,251       13,733  

Interest cost

     27,445       3,093       2,600       4,414       37,552  

Past service cost

           (288                 (288

Actuarial (gains) losses due to change in financial assumptions1

     (54,598     (4,575     65       (1,581     (60,689

Actuarial (gains) losses due to change in demographic assumptions1

     (12,077     88             2       (11,987

Actuarial losses (gains) due to experience1

     33,349       (6,035     2,571       3,496       33,381  

Plan participant contributions

     76                   170       246  

Benefits paid from the plan

     (26,527           (229     (4,359     (31,115

Benefits paid directly by employer

           (2,565     (2,992     (747     (6,304

Foreign currency translation adjustment1

     41,706       5,311       3,892       (727     50,182  

As at September 30, 2023

     535,633       78,612       67,706       92,703       774,654  

Defined benefit obligations of unfunded plans

           78,612             18,132       96,744  

Defined benefit obligations of funded plans

     535,633             67,706       74,571       677,910  

As at September 30, 2023

     535,633       78,612       67,706       92,703       774,654  

 

 

1

Amounts recognized in other comprehensive income.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      38  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

 Plan assets and reimbursement rights    U.K.        France        Germany        Other        Total  
     $       $       $       $       $  

As at September 30, 2023

     536,226             30,829       64,514       631,569  

Interest income on plan assets

     30,573             1,300       3,712       35,585  

Employer contributions

     426       2,033       2,804       7,714       12,977  

Return on assets excluding interest income1

     50,973             (906     1,579       51,646  

Plan participant contributions

     86                   162       248  

Benefits paid from the plan

     (27,712           (503     (3,536     (31,751

Benefits paid directly by employer

           (2,033     (3,192     (496     (5,721

Administration expenses paid from the plan

     (1,462                       (1,462

Foreign currency translation adjustment1

     53,428             1,567       1,617       56,612  

As at September 30, 2024

     642,538             31,899       75,266       749,703  

Plan assets

     642,538             12,599       74,891       730,028  

Reimbursement rights

                 19,300       375       19,675  

As at September 30, 2024

     642,538             31,899       75,266       749,703  
          
 Plan assets and reimbursement rights    U.K.     France     Germany     Other     Total  
     $       $       $       $       $  

As at September 30, 2022

     571,909             29,523       59,414       660,846  

Interest income on plan assets

     29,902             1,283       3,370       34,555  

Employer contributions

     339       2,565       2,983       6,744       12,631  

Return on assets excluding interest income1

     (84,003           (1,668     (12     (85,683

Plan participant contributions

     76                   170       246  

Benefits paid from the plan

     (26,527           (229     (4,359     (31,115

Benefits paid directly by employer

           (2,565     (2,992     (747     (6,304

Administration expenses paid from the plan

     (1,779                 (5     (1,784

Foreign currency translation adjustment1

     46,309             1,929       (61     48,177  

As at September 30, 2023

     536,226             30,829       64,514       631,569  

Plan assets

     536,226             11,747       64,138       612,111  

Reimbursement rights

                 19,082       376       19,458  

As at September 30, 2023

     536,226             30,829       64,514       631,569  

 

 

1

Amounts recognized in other comprehensive income.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      39  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

The plan assets at the end of the years consist of:

 

 As at September 30, 2024    U.K.         Germany         Other         Total  
     $        $        $        $  

Quoted equities

     260,103                      260,103  

Quoted bonds

     158,739                      158,739  

Cash

     3,123               68        3,191  

Other1

     220,573        12,599        74,823        307,995  
       642,538        12,599        74,891        730,028  
           
 As at September 30, 2023    U.K.      Germany      Other      Total  
     $        $        $        $  

Quoted equities

     205,130                      205,130  

Quoted bonds

     139,584                      139,584  

Cash

     5,566               76        5,642  

Other1

     185,946        11,747        64,062        261,755  
       536,226        11,747        64,138        612,111  

 

1

Other is mainly composed of quoted investment funds and various insurance policies to cover some of the defined benefit obligations.

Plan assets do not include any shares of the Company, property occupied by the Company or any other assets used by the Company.

The following table summarizes the expense1 recognized in the consolidated statements of earnings:

 

     Year ended
September 30
 
      2024         2023  
     $        $  

Current service cost

     14,165        13,734  

Past service cost

            (288

Net interest on net defined benefit obligations or assets

     6,101        2,998  

Administration expenses

     1,462        1,784  
       21,728        18,228  

 

1 

The expense was presented as costs of services, selling and administrative for an amount of $14,165,000 and as net finance costs for an amount of $7,563,000 (Note 26) ($13,446,000 and $4,782,000, respectively for the year ended September 30, 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      40  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

Actuarial assumptions

The following are the principal actuarial assumptions calculated as weighted averages of the defined benefit obligations. The assumed discount rates, future salary and pension increases, inflation rates and mortality all have a significant effect on the accounting valuation.

 

 As at September 30, 2024     U.K       France       Germany       Other  
     %      %      %      %  

Discount rate

     5.00        3.33        3.33        5.06  

Future salary increases

     0.31        4.10        2.50        2.74  

Future pension increases

     3.01               2.10        0.31  

Inflation rate

     3.15        2.00        2.00        3.44  
 As at September 30, 2023    U.K.      France      Germany      Other  
     %        %        %        %  

Discount rate

     5.60        4.20        4.06        5.62  

Future salary increases

     0.33        4.15        2.50        2.76  

Future pension increases

     3.20               2.10        0.29  

Inflation rate

     3.39        2.10        2.00        3.46  

The average longevity over 65 of an employee presently at age 45 and 65 are as follows:

 

 As at September 30, 2024      U.K.     Germany  
     (in years)  

Longevity at age 65 for current employees

    

Males

     22.1       21.0  

Females

     23.9       24.0  

Longevity at age 45 for current employees

    

Males

     23.5       24.0  

Females

     25.4       27.0  
     
 As at September 30, 2023    U.K.     Germany  
     (in years)  

Longevity at age 65 for current employees

    

Males

     22.0       21.0  

Females

     23.8       24.0  

Longevity at age 45 for current employees

    

Males

     23.4       24.0  

Females

     25.3       26.0  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      41  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

Actuarial assumptions (continued)

 

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country. Mortality assumptions for the most significant countries are based on the following post-retirement mortality tables for the year ended September 30, 2024: (1) U.K.: 100% of the mortality rates in 2019 Vita Curves plus CMI_2020 projections model with a smoothing parameter (Sk) of 7.5, an Initial Addition (A) parameter of 0, nil weighting on 2020 data (w2020=0) and a 1.25% p.a. minimum long term improvement rate for both males and females, (2) Germany: Heubeck RT2018G and (3) France: INSEE 2018-2020 (INSEE TVTD 2017-2019 for the year ended September 30, 2023).

The following tables show the sensitivity of the defined benefit obligations to changes in the principal actuarial assumptions:

 

 As at September 30, 2024       U.K.        France        Germany  
     $     $     $  

Increase of 0.25% in the discount rate

     (18,334     (2,927     (1,796

Decrease of 0.25% in the discount rate

     19,263       3,056       1,874  

Salary increase of 0.25%

     181       3,151       23  

Salary decrease of 0.25%

     (179     (3,029     (21

Pension increase of 0.25%

     10,675             948  

Pension decrease of 0.25%

     (9,287           (913

Increase of 0.25% in inflation rate

     12,047       3,151       948  

Decrease of 0.25% in inflation rate

     (11,798     (3,029     (913

Increase of one year in life expectancy

     15,309       664       2,025  

Decrease of one year in life expectancy

     (15,478     (710     (1,809
       
 As at September 30, 2023       U.K.        France        Germany  
     $     $     $  

Increase of 0.25% in the discount rate

     (15,631     (2,370     (1,596

Decrease of 0.25% in the discount rate

     16,416       2,473       1,663  

Salary increase of 0.25%

     137       2,572       23  

Salary decrease of 0.25%

     (132     (2,474     (21

Pension increase of 0.25%

     8,713             834  

Pension decrease of 0.25%

     (8,503           (805

Increase of 0.25% in inflation rate

     12,348       5,660       834  

Decrease of 0.25% in inflation rate

     (11,948     (5,110     (805

Increase of one year in life expectancy

     12,614       943       1,702  

Decrease of one year in life expectancy

     (12,801     (1,258     (1,530

The sensitivity analysis above has been based on a method that extrapolates the impact on the defined benefit obligations as a result of reasonable changes in key assumptions occurring at the end of the year.

The remaining weighted average duration of the defined benefit obligations are as follows:

 

     Year ended September 30  
       2024      2023  
         (in years)  

U.K.

     13        13  

France

     17        17  

Germany

     10        10  

Other

     9        9  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      42  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

 

The Company expects to contribute $8,616,000 to defined benefit plans during the next year, of which $369,000 relates to the U.K. plans, and $8,246,000 relates to the other plans.

DEFINED CONTRIBUTION PLANS

The Company also operates defined contribution pension plans. In some countries, contributions are made into the state pension plans. The pension cost for defined contribution plans amounted to $296,470,000 in 2024 ($282,284,000 in 2023).

In addition, in Sweden, the Company contributes to a multi-employer plan, Alecta SE (Alecta) pension plan, which is a defined benefit pension plan. This pension plan is classified as a defined contribution plan as sufficient information is not available to use defined benefit accounting. Alecta lacks the possibility of establishing an exact distribution of assets and provisions to the respective employers. The Company’s proportion of the total contributions to the plan is 0.72% and the Company’s proportion of the total number of active employees in the plan is 0.48%.

Alecta uses a collective funding ratio to determine the surplus or deficit in the pension plan. Any surplus or deficit in the plan will affect the amount of future contributions payable. The collective funding is the difference between Alecta’s assets and the commitments to the policy holders and insured individuals. The collective funding ratio is normally allowed to vary between 125% and 175%. As at September 30, 2024, Alecta collective funding ratio was 163% (178% in 2023). The plan expense was $23,422,000 in 2024 ($25,311,000 in 2023). The Company expects to contribute $18,043,000 to the plan during the next year.

OTHER BENEFIT PLANS

As at September 30, 2024, the deferred compensation liability totaled $124,447,000 ($97,745,000 as at September 30, 2023) (Note 15) and the deferred compensation assets totaled $112,270,000 ($88,076,000 as at September 30, 2023) (Note 11). The deferred compensation liability is mainly related to plans covering some of its U.S. management. Some of the plans include assets that will be used to fund the liabilities.

For the deferred compensation plan in the U.S., a trust was established so that the plan assets could be segregated; however, the assets are subject to the Company’s general creditors in the case of bankruptcy. The assets composed of investments vary with employees’ contributions and changes in the value of the investments. The change in liabilities associated with the plan is equal to the change of the assets. The assets in the trust and the associated liabilities totaled $112,270,000 as at September 30, 2024 ($88,076,000 as at September 30, 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      43  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

18.

Accumulated other comprehensive income

 

     

As at

September 30, 2024

   

As at

September 30, 2023

 
     $     $  

Items that will be reclassified subsequently to net earnings:

    

Net unrealized gains on translating financial statements of foreign operations, net of accumulated income tax expense of $44,210 ($44,867 as at September 30, 2023)

     896,259       534,321  

Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $48,921 ($49,991 as at September 30, 2023)

     (388,957     (325,649

Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of
$2,907 ($1,754 as at September 30, 2023)

     19,031       13,541  

Net unrealized (losses) gains on cash flow hedges, net of accumulated income tax recovery of
$1,421 (net of accumulated income tax expense of $3,953 as at September 30, 2023)

     (6,930     11,524  

Net unrealized gains (losses) on financial assets at fair value through other comprehensive income, net of accumulated income tax expense of $707 (net of accumulated income tax recovery of $1,189 as at September 30, 2023)

     2,447       (3,412

Items that will not be reclassified subsequently to net earnings:

    

Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $24,817 ($25,173 as at September 30, 2023)

     (70,597     (71,350
       451,253       158,975  

For the year ended September 30, 2024, $10,872,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $3,814,000, previously recognized in other comprehensive income were reclassified in the consolidated statements of earnings ($17,937,000 and $6,278,000, respectively, were reclassified for the year ended September 30, 2023).

For the year ended September 30, 2024, $12,562,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $1,919,000, were also reclassified in the consolidated statements of earnings ($18,540,000 and $2,832,000, respectively for the year ended September 30, 2023).

 

19.

Capital stock

The Company’s authorized share capital is comprised of an unlimited number, all without par value, of:

 

  -

First preferred shares, issuable in series, carrying one vote per share, each series ranking equal with other series, but prior to second preferred shares, Class A subordinate voting shares and Class B shares (multiple voting) with respect to the payment of dividends;

 

  -

Second preferred shares, issuable in series, non-voting, each series ranking equal with other series, but prior to Class A subordinate voting shares and Class B shares (multiple voting) with respect to the payment of dividends;

 

  -

Class A subordinate voting shares, carrying one vote per share, participating equally with Class B shares (multiple voting) with respect to the payment of dividends and convertible into Class B shares (multiple voting) under certain conditions in the event of certain takeover bids on Class B shares (multiple voting); and

 

  -

Class B shares (multiple voting), carrying ten votes per share, participating equally with Class A subordinate voting shares with respect to the payment of dividends and convertible at any time at the option of the holder into Class A subordinate voting shares.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      44  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

19.

Capital stock (continued)

 

For the fiscal years 2024 and 2023, the number of issued and outstanding Class A subordinate voting shares and Class B shares (multiple voting) varied as follows:

 

     Class A subordinate voting shares     Class B shares (multiple voting)     Total  
             
      Number     Carrying value     Number     Carrying value     Number     Carrying value  
           $           $           $  

As at September 30, 2022

     211,302,549       1,456,275       26,445,706       36,894       237,748,255       1,493,169  

Release of shares held in trusts

           13,680                         13,680  

Purchased and held in trusts

           (74,455                       (74,455

Issued upon exercise of stock options

     1,646,044       106,051                   1,646,044       106,051  

Purchased and cancelled

     (6,234,096     (61,265                 (6,234,096     (61,265

As at September 30, 2023

     206,714,497       1,440,286       26,445,706       36,894       233,160,203       1,477,180  

Release of shares held in trusts

           14,078                         14,078  

Purchased and held in trusts

           (66,847                       (66,847

Issued upon exercise of stock options

     1,333,876       91,800                   1,333,876       91,800  

Purchased and cancelled

     (6,597,158     (45,878                 (6,597,158     (45,878

Conversion of shares

     2,322,948       3,241       (2,322,948     (3,241            

As at September 30, 2024

     203,774,163       1,436,680       24,122,758       33,653       227,896,921       1,470,333  

 

a)

Shares held in trusts

During the year ended September 30, 2024, 171,751 shares held in trust were released (172,018 during the year ended September 30, 2023) with a recorded value of $14,078,000 ($13,680,000 during the year ended September 30, 2023) that was removed from contributed surplus.

During the year ended September 30, 2024, the Company settled the withholding tax obligations of the employees under the Share Unit Plan for a cash payment of $15,407,000 ($13,879,000 during the year ended September 30, 2023).

During the year ended September 30, 2024, the trustees, in accordance with the terms of the Share Unit Plan and Trust Agreements, purchased 463,364 Class A subordinate voting shares of the Company on the open market (640,052 during the year ended September 30, 2023) for a total cash consideration of $66,847,000 ($74,455,000 during the year ended September 30, 2023).

As at September 30, 2024, 2,601,356 Class A subordinate voting shares were held in trusts under the Share Unit Plan (2,309,743 as at September 30, 2023).

 

b)

Exercises of stock options

The carrying value of Class A subordinate voting shares includes $15,265,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the year ended September 30, 2024 ($17,735,000 during the year ended September 30, 2023).

 

c)

Shares purchased and cancelled

On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (TSX), for the renewal of its Normal Course Issuer Bid (NCIB), which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares were available for purchase for cancellation commencing on February 6, 2024, until no later than February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or elects to terminate the bid.

During the year ended September 30, 2024, the Company purchased for cancellation 1,965,800 Class A subordinate voting shares (2,857,550 during the year ended September 30, 2023) under its previous and current NCIB for a total cash consideration of $275,218,000 ($386,906,000 during the year ended September 30, 2023) and the excess of the purchase price over the carrying value in the amount of $258,883,000 ($363,747,000 during the year ended September 30, 2023) was charged to retained earnings.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      45  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

19.

Capital stock (continued)

 

c)

Shares purchased and cancelled (continued)

 

In addition, during the year ended September 30, 2024, the Company entered into a private agreement with the Founder and Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, to purchase for cancellation 1,674,930 Class A subordinate voting shares under its current NCIB for a total cash consideration of $250,000,000, excluding transaction costs of $370,000. The excess of the purchase price over the carrying value in the amount of $244,821,000 was charged to retained earnings. The 1,674,930 Class A subordinate voting shares purchased for cancellation on February 23, 2024, included 1,266,366 Class B shares (multiple voting) converted into Class A subordinate voting shares on February 23, 2024, by a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company. The repurchase transaction was reviewed and recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board of Directors. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

Additionally, also during the year ended September 30, 2024, the Company purchased for cancellation 2,887,878 Class A subordinate voting shares under its current NCIB from the Caisse de dépôt et placement du Québec (CDPQ) for a total cash consideration of $400,000,000 (3,344,996 and $400,000,000, respectively during the year ended September 30, 2023). The excess of the purchase price over the carrying value in the amount of $375,636,000 was charged to retained earnings ($361,791,000 during the year ended September 30, 2023). The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

During the year ended September 30, 2024, the Company also paid for and cancelled 68,550 Class A subordinate voting shares under its previous NCIB, with a carrying value of $558,000 and for a total cash consideration of $9,177,000, which were purchased but were neither paid nor cancelled as at September 30, 2023 (100,100 Class A subordinate voting shares, $778,000 and $10,291,000, respectively, during the year ended September 30, 2023, which were purchased, or committed to be purchased, but were neither paid nor cancelled as at September 30, 2022).

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. As of September 30, 2024, the Company has complied with this new legislation, and recorded $13,565,000 of accrued liabilities related to shares repurchased net of issuance of stock options, with a corresponding reduction to retained earnings.

 

d)

Conversion of shares

During the year ended September 30, 2024, the Co-Founder and Advisor to the Executive Chairman of the Board of the Company converted a total of 900,000 Class B shares (multiple voting) into 900,000 Class A subordinate voting shares.

In addition, during the year ended September 30, 2024, a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company converted a total of 1,422,948 Class B shares (multiple voting) into 1,422,948 Class A subordinate voting shares.

 

e)

Dividends

On November 5, 2024, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A subordinate voting shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on December 20, 2024 to shareholders of record as of the close of business on November 20, 2024. The dividend is designated as an “eligible dividend” for Canadian tax purposes.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      46  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

20.

Share-based payments

 

a)

Performance share units and restricted share units

The Company operates a Share Unit Plan, which was amended on April 30, 2024, to provide for the option to award both PSUs and RSUs. Under the Share Unit Plan, the Board of Directors may grant:

 

  -

PSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each PSU. The vesting performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the PSU award was made, except in the event of retirement, termination of employment or death. Conditionally upon achievement of performance objectives, granted PSUs under the Share Unit Plan vest at the end of the four-year period.

 

  -

RSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each RSU. RSUs do not have any vesting performance conditions. RSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the RSU award was made, except in the event of retirement, termination of employment or death. Granted RSUs under the Share Unit Plan vest at the end of the four-year period.

Class A subordinate voting shares purchased in connection with the Share Unit Plan are held in trusts for the benefit of the participants. The trusts, considered as structured entities, are consolidated in the Company’s consolidated financial statements with the cost of the purchased shares recorded as a reduction of capital stock (Note 19).

There are currently no outstanding RSUs under the Share Unit Plan. The following table presents information concerning the number of outstanding PSUs granted by the Company under the Share Unit Plan:

 

Outstanding as at September 30, 2022

     1,809,591  

Granted1

     899,511  

Exercised (Note 19)

     (294,203

Forfeited

     (162,449

Outstanding as at September 30, 2023

     2,252,450  

Granted1

     799,418  

Exercised (Note 19)

     (280,265

Forfeited

     (243,403

Outstanding as at September 30, 2024

     2,528,200  

 

1 

The PSUs granted in 2024 had a weighted average grant date fair value of $137.90 per unit ($112.49 in 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      47  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

20.

Share-based payments (continued)

 

b)

Stock options

Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, stock options to purchase Class A subordinate voting shares to certain employees, officers and directors of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate voting shares on the TSX on the day preceding the date of the grant. Stock options generally vest over four years from the date of grant conditionally upon achievement of performance objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death. As at September 30, 2024, 15,368,084 Class A subordinate voting shares were reserved for issuance under the stock option plan.

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

 

            2024            2023  
     Number of
options
   

Weighted

average exercise

price per share

   

Number of

options

   

Weighted

average exercise
price per share

 
      $         $  

Outstanding, beginning of year

    5,211,472       70.21       6,882,845       66.36  

Exercised (Note 19)

    (1,333,876     57.38       (1,646,044     53.65  

Forfeited

    (12,575     97.84       (23,626     99.78  

Expired

    (2,494     98.65       (1,703     102.70  

Outstanding, end of year

    3,862,527       74.53       5,211,472       70.21  

Exercisable, end of year

    3,699,805       73.51       4,772,088       67.46  

The weighted average share price at the date of exercise for stock options exercised in 2024 was $145.60 ($123.25 in 2023).

The following table summarizes information about the outstanding stock options granted by the Company as at September 30, 2024:

 

                  Options outstanding        Options exercisable  

Range of

exercise price

     Number of
options
      

Weighted

average

remaining
contractual life

    

Weighted

average
exercise price

       Number of
options
       Weighted
average
exercise price
 

$

            (in years      $               $  

39.47 to 41.63

       44,112          0.12        39.65          44,112          39.65  

47.36 to 52.63

       310,323          0.98        48.39          310,323          48.39  

56.69 to 63.23

       1,787,289          2.45        63.20          1,787,289          63.20  

67.04 to 85.62

       968,073          3.94        84.57          968,073          84.57  

97.84 to 115.01

       752,730          5.94        101.35          590,008          102.31  
         3,862,527          3.36        74.53          3,699,805          73.51  

 

c)

Share purchase plan

Under the share purchase plan, the Company contributes an amount equal to a percentage of the employee’s basic contribution, up to a maximum of 3.50%. An employee may make additional contributions in excess of the basic contribution. However, the Company does not match contributions in the case of such additional contributions. The employee and Company’s contributions are remitted to an independent plan administrator who purchases Class A subordinate voting shares on the open market on behalf of the employee through either the TSX or NYSE.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      48  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

20.

Share-based payments (continued)

 

d)

Deferred share unit plan

External members of the Board of Directors (participants) are entitled to receive part or their entire retainer fee in DSUs. DSUs are granted with immediate vesting and must be exercised no later than December 15 of the calendar year immediately following the calendar year during which the participant ceases to act as a director. Each DSU entitles the holder to receive a cash payment equal to the closing price of Class A subordinate voting shares on the TSX on the payment date. As at September 30, 2024, the number of outstanding DSUs was 110,412 (122,969 DSUs as at September 30, 2023).

 

e)

Share-based payment costs

The share-based payment expense recorded in costs of services, selling and administrative is as follows:

 

     Year ended September 30  
      2024      2023  
     $        $  

PSUs

     67,054        55,847  

Stock options

     786        2,367  

Share purchase plan

     181,989            169,418  

DSUs

     4,384        5,332  
       254,213        232,964  

 

21.

Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the years ended September 30:

 

      2024      2023  
      Net
earnings
       Weighted average
number of shares
outstanding1
     Earnings per
share
     Net
earnings
      

Weighted average

number of shares
outstanding1

     Earnings per
share
 
     $             $        $             $  

Basic

     1,692,715          228,074,108        7.42        1,631,249          234,041,041        6.97  

Net effect of dilutive stock options and PSUs2

                3,598,753                            3,661,040           

Diluted

     1,692,715          231,672,861        7.31        1,631,249          237,702,081        6.86  

 

1

During the year ended September 30, 2024, 6,528,608 Class A subordinate voting shares purchased for cancellation and 2,601,356 Class A subordinate voting shares held in trust were excluded from the calculation of the weighted average number of shares outstanding as of the date of transaction (6,273,046 and 2,309,743, respectively during the year ended September 30, 2023).

 

2

For the year ended September 30, 2024 and 2023, no stock options were excluded from the calculation of the diluted earnings per share as all stock options were dilutive.

 

22.

Remaining performance obligations

Remaining performance obligations relates to Company’s performance obligations that are partially or fully unsatisfied under fixed-fee arrangements recognized using the percentage-of-completion method.

The amount of the selling price allocated to remaining performance obligations as at September 30, 2024 is $1,179,804,000 ($982,531,000 as at September 30, 2023) and is expected to be recognized as revenue within a weighted average of 1.7 years (2 years as at September 30, 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      49  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

23.

Costs of services, selling and administrative

 

     Year ended September 30  
      2024      2023  
     $        $  

Salaries and other employee costs1

     9,156,779        8,870,235  

Professional fees and other contracted labour

     1,436,403        1,500,613  

Hardware, software and data center related costs

     866,883        827,613  

Property costs

     201,194            213,962  

Amortization, depreciation and impairment (Note 24)

     522,308        506,122  

Other operating expenses

     76,163        63,876  
       12,259,730        11,982,421  

 

1

Net of R&D and other tax credits of $134,911,000 in 2024 ($159,390,000 in 2023).

 

24.

Amortization, depreciation and impairment

 

     Year ended September 30  
      2024     2023  
     $       $  

Depreciation of PP&E (Note 6)

     134,818       142,653  

Impairment of PP&E (Note 6)

     115        

Depreciation of right-of-use assets (Note 7)

     126,615       143,030  

Impairment of right-of-use assets (Note 7)

           2,274  

Amortization of contract costs related to transition costs

     59,191           55,194  

Impairment of contract costs related to transition costs

     4,254        

Amortization of intangible assets (Note 9)

     185,741       162,971  

Impairment of intangible assets (Note 9)

     11,574        

Included in costs of services, selling and administrative (Note 23)

     522,308       506,122  

Amortization of contract costs related to incentives (presented as a reduction of revenue)

     2,806       2,793  

Amortization of deferred financing fees (presented in finance costs)

     630       816  

Amortization of premiums and discounts on investments related to funds held for clients (presented net as an increase of revenue)

     (1,584     (1,832

Depreciation of PP&E (presented in integration costs) (Note 6)

           712  

Impairment of PP&E (presented in integration costs) (Note 6)

     149       648  

Impairment of PP&E (presented in cost optimization program) (Note 6 and 25)

     2,431       1,938  

Impairment of right-of-use assets (presented in integration costs) (Note 7)

           5,143  

Impairment of right-of-use assets (presented in cost optimization program) (Note 7 and 25)

     10,119       2,232  

Amortization of intangible assets (presented in integration costs) (Note 9)

           1,076  
       536,859       519,648  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    50


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

25.

Cost optimization program

During the year ended September 30, 2023, the Company initiated a cost optimization program to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio.

As at March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000, of which $91,063,000 was expensed during the year ended September 30, 2024. These amounts included costs for terminations of employment of $69,500,000, accounted for in severance provisions (Note 13), and costs of vacating leased premises of $21,563,000, composed of impairment of right-of-use assets of $10,119,000 (Note 24), onerous supplier contract costs of $9,013,000 as well as impairment of PP&E of $2,431,000 (Note 24) related to leasehold improvements and furniture, fixtures and equipment.

During the year ended September 30, 2023, the Company recorded $8,964,000 of costs. This amount included costs for terminations of employment of $2,613,000, accounted for in severance provisions (Note 13), and costs of vacating leased premises of $6,351,000, composed of impairment of right-of-use assets of $2,232,000 (Note 24), onerous supplier contract costs of $2,181,000 as well as impairment of PP&E of $1,938,000 (Note 24) related to leasehold improvements and furniture, fixtures and equipment.

 

26.

Net finance costs

 

     Year ended September 30  
      2024     2023  
     $       $  

Interest on long-term debt

     48,002       53,871  

Interest on lease liabilities

     29,234       29,115  

Net interest costs on net defined benefit pension plans (Note 17)

     7,563       4,782  

Other finance costs

     6,135       6,192  

Finance costs

     90,934       93,960  

Finance income

     (63,045     (41,497
       27,889       52,463  

 

27.

Investments in subsidiaries

 

a)

 Acquisitions and disposals

The Company made the following acquisitions during the year ended September 30, 2024:

 

  -

On October 10, 2023, the Company acquired all of the outstanding units of Momentum Industries Holdings, LLC. (Momentum), for a total purchase price of $53,341,000. Momentum is an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida.

 

  -

On July 3, 2024, the Company acquired the assets of Celero Solutions’ (Celero) credit union business, consisting of master services agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a total purchase price of $19,067,000.

 

  -

On September 13, 2024, the Company acquired all of the outstanding units of Aeyon LLC (Aeyon), a digital transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna, Virginia, for a total purchase price of $317,841,000.

These acquisitions were made to further expand CGI’s footprint in their respective regions and to complement CGI’s proximity model.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    51


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

27.

Investments in subsidiaries (continued)

 

The following table presents the fair value of assets acquired and liabilities assumed for all acquisitions based on the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:

 

      Aeyon     Others     Total  
     $       $       $  

Current assets

     34,206       17,696       51,902  

PP&E (Note 6)

     1,029       349       1,378  

Right-of-use assets (Note 7)

     1,073       1,268       2,341  

Intangible assets1 (Note 9)

     101,856       22,543       124,399  

Goodwill2 (Note 12)

     397,406       42,055       439,461  

Current liabilities

     (54,728     (15,307     (70,035

Long-term debt (Note 28c)

     (162,146           (162,146

Lease liabilities

     (1,073     (1,268     (2,341
     317,623       67,336       384,959  

Cash acquired

     218       5,072       5,290  

Net assets acquired

     317,841       72,408       390,249  
                          

Consideration paid

     317,841       65,414       383,255  

Consideration payable

           6,994       6,994  

 

1 

Intangible assets are mainly composed of client relationships and backlog.

 

2

The goodwill arising from the acquisitions mainly represents the future economic value associated to acquired work force and synergies with the Company’s operations. The goodwill is deductible for tax purposes.

During the year ended September 30, 2024, the Company finalized the fair value assessment of assets acquired and liabilities assumed for Momentum.

The fair value of all assets acquired and liabilities assumed for Celero and Aeyon are preliminary and are expected to be completed as soon as management will have gathered all the information available and considered necessary in order to finalize this allocation.

Based on the historical financial performance and excluding any financial synergies, for the year ended September 30, 2024, Aeyon would have contributed approximately $265,000,000 of revenues and $8,000,000 of net earnings to the financial results of the Company had the acquisition date been October 1, 2023.

Furthermore, since the date of acquisition, the Aeyon acquisition generated $12,000,000 in revenues and $500,000 of net earnings to the financial results of the Company.

 

b)

Business acquisitions realized in the prior fiscal year

There were no significant acquisitions or disposals for the year ended September 30, 2023.

During the year ended September 30, 2024, the Company paid $2,348,000 related to acquisitions realized in prior fiscal years.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    52


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

27.

Investments in subsidiaries (continued)

 

c)

Acquisition-related and integration costs

During the year ended September 30, 2024, the Company incurred $5,866,000 of acquisition-related and integration costs. These costs were acquisition-related costs related to professional fees of $2,437,000. Integration costs were related to costs of vacating leased premises of $947,000, costs of rationalizing the redundancy of employment of $653,000, accounted for in severance provisions (Note 13), and other integration costs towards the CGI operating model of $1,829,000.

During the year ended September 30, 2023, the Company incurred $53,401,000 of integration costs. These costs were related to costs of vacating leased premises of $10,774,000, costs of rationalizing the redundancy of employment of $23,226,000, accounted for in severance provisions (Note 13), and other integration costs towards the CGI operating model of $19,401,000.

 

28.

Supplementary cash flow information

 

a)

Net change in non-cash working capital items and others is as follows for the years ended September 30:

 

      2024         2023  
     $       $  

Accounts receivable

     106,360       (31,120

Work in progress

     (8,999     76,554  

Prepaid expenses and other assets

     4,466       3,547  

Long-term financial assets

     (24,423     (9,911

Accounts payable and accrued liabilities

     22,151       (130,172

Accrued compensation and employee-related liabilities

     (27,689     (57,644

Deferred revenue

     50,420       45,681  

Income taxes

     (98,207     105,577  

Provisions

     (594     (10,129

Long-term liabilities

     33,540       18,893  

Derivative financial instruments

     634       (682

Retirement benefits obligations

     7,337       5,871  
       64,996       16,465  

 

b)

Non-cash operating and investing activities are as follows for the years ended September 30:

 

      2024         2023  
     $       $  

Operating activities

    

Accounts receivable

     (12      

Accounts payable and accrued liabilities

     35,992       32,392  

Provisions

     576       1,088  

Other long-term liabilities

     13,524       4,768  
       50,080       38,248  

Investing activities

    

Purchase of PP&E

     (11,158     (14,374

Additions, disposals/retirements, change in estimates and lease modifications of right-of-use assets

     (110,778     (86,691

Additions to intangible assets

     (40,908     (28,944
       (162,844     (130,009

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    53


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

28.

Supplementary cash flow information (continued)

 

c)

Changes arising from financing activities are as follows for the years ended September 30:

 

      2024     2023  
      Long-term
debt
    Derivative
financial
instruments
to hedge
long-term
debt
    Lease
liabilities
    Long-term
debt
    Derivative
financial
instruments
to hedge
long-term
debt
    Lease
liabilities
 
     $       $       $       $       $       $  

Balance, beginning of year

     3,100,321       (97,575     641,963       3,267,034       (146,215     709,201  

Cash used in financing activities excluding equity

            

Increase of long-term debt

     747,073                   948              

Repayment of long-term debt and lease liabilities

     (1,154,878           (146,762     (79,150           (161,211

Repayment of debt assumed in business acquisitions that occurred in prior year

     (162,146                 (56,994            

Settlement of derivative financial instruments (Note 32)

           38,943                   2,921        

Non-cash financing activities

            

Additions, disposals/retirements and change in estimates and lease modifications of right-of-use assets

                 110,778                   81,656  

Additions through business acquisitions (Note 27)

     162,146             2,341                    

Changes in foreign currency exchange rates

     (6,715     68,132       18,914       (38,218     45,719       15,997  

Other

     2,507             (7,139     6,701             (3,680

Balance, end of year

     2,688,308       9,500       620,095       3,100,321       (97,575     641,963  

 

d)

Interest paid and received and income taxes paid are classified within operating activities and are as follows for the years ended September 30:

 

      2024      2023  
     $        $  

Interest paid

     102,180        130,570  

Interest received

     87,153        87,239  

Income taxes paid

     740,325          480,607  

 

e)

Cash and cash equivalents consisted of unrestricted cash as at September 30, 2024 and 2023.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      54  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

29.

Segmented information

The following tables present information on the Company’s operations based on its current management structure. Segment results are based on the location from which the services are delivered - the geographic delivery model (Note 12).

Effective October 1, 2023, as part of the cost optimization program, the Company centralized some internal administrative activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.

 

              Year ended September 30, 2024  
      Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     Canada      U.S.
Federal
     Scandinavia
and Central
Europe
     U.K. and
Australia
     Finland,
Poland and
Baltics
     Northwest
and
Central-
East
Europe
     Asia
Pacific
     Eliminations     Total  
     $        $        $        $        $        $        $        $        $        $       $  

Segment revenue

     2,600,198        2,327,309        2,034,995        2,001,391        1,658,172        1,584,833        859,263        828,726        956,145        (174,880     14,676,152  

Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense1

     334,165        337,325        463,171        322,698        150,913        251,662        133,437        129,277        293,121              2,415,769  

Acquisition-related and integration costs (Note 27c)

                                  (5,866

Cost optimization program (Note 25)

                                  (91,063

Net finance costs (Note 26)

                                                                                              (27,889

Earnings before income taxes

                                                                                              2,290,951  

 

1

Total amortization and depreciation of $523,530,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $71,807,000, $97,552,000, $60,132,000, $60,779,000, $86,683,000, $44,999,000, $37,700,000, $34,970,000, and $28,908,000, respectively, for the year ended September 30, 2024. Impairment in intangible assets of $11,574,000 includes an impairment of a business solution in U.S. Commercial and State Government segment for $7,932,000. This asset was no longer expected to generate future economic benefits.

 

                              Year ended September 30, 2023  
      Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     Canada      U.S.
Federal
      Scandinavia
and Central
Europe
     U.K. and
Australia
     Finland,
Poland
and
Baltics
     Northwest
and
Central-
East
Europe
     Asia
Pacific
     Eliminations     Total  
     $        $        $        $        $        $        $        $        $        $       $  

Segment revenue

     2,605,926        2,277,996        2,064,659        1,935,238        1,648,356        1,455,529        828,951        755,901        904,038        (180,234     14,296,360  

Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense1

     355,578        339,410        477,502        306,362        127,320        216,517        110,583        101,871        277,598              2,312,741  

Acquisition-related and integration costs (Note 27c)

                                  (53,401

Cost optimization program (Note 25)

                                  (8,964

Net finance costs (Note 26)

                                                                                              (52,463

Earnings before income taxes

                                                                                              2,197,913  

 

1

Total amortization and depreciation of $507,087,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $85,049,000, $83,359,000, $55,589,000, $59,334,000, $90,098,000, $38,423,000, $38,345,000, $31,616,000 and $25,274,000, respectively, for the year ended September 30, 2023.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of material accounting policies. Intersegment revenue is priced as if the revenue was from third parties.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      55  


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

29.

Segmented information (continued)

 

GEOGRAPHIC INFORMATION

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

 

      2024        2023  
     $          $  

Western and Southern Europe

       

France

     2,253,580          2,277,088  

Portugal

     120,471          116,928  

Spain

     118,693          114,341  

Others

     56,112          55,519  
     2,548,856          2,563,876  

U.S.1

     4,574,294          4,404,982  

Canada

     2,208,938          2,232,091  

Scandinavia and Central Europe

       

Germany

     959,129          925,679  

Sweden

     692,192          691,240  

Norway

     110,025          123,366  
     1,761,346          1,740,285  

U.K. and Australia

       

U.K.

     1,722,485          1,588,665  

Australia

     71,481          90,576  
     1,793,966          1,679,241  

Finland, Poland and Baltics

       

Finland

     842,565          820,886  

Others

     70,958          49,564  
     913,523          870,450  

Northwest and Central-East Europe

       

Netherlands

     633,337          571,757  

Denmark

     89,852          95,758  

Czech Republic

     79,137          72,559  

Others

     65,789          61,854  
     868,115          801,928  

Asia Pacific

       

Others

     7,114          3,507  
       7,114          3,507  
       14,676,152          14,296,360  

 

1 

External revenue included in the U.S Commercial and State Government and U.S. Federal operating segments was $2,564,710,000 and $2,009,584,000, respectively in 2024 ($2,461,366,000 and $1,943,616,000, respectively in 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    56


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

29.

Segmented information (continued)

 

GEOGRAPHIC INFORMATION (CONTINUED)

The following table provides information for PP&E, right-of-use assets, contract costs and intangible assets based on their location:

 

     

As at

September 30, 2024

  

As at

September 30, 2023

   $    $

U.S.

   656,176    557,381

Canada

   433,965    427,811

France

   182,015    200,842

U.K.

   107,649    115,560

Sweden

   105,491    94,801

Finland

   101,137    100,212

Germany

   94,704    85,013

India

   65,185    65,664

Netherlands

   54,552    49,570

Rest of the world

   94,668    106,292
     1,895,542    1,803,146

INFORMATION ABOUT SERVICES

The following table provides revenue information based on services provided by the Company for the year ended September 30:

 

      2024    2023
   $    $

Managed IT and business process services

   8,041,857    7,674,460

Business and strategic IT consulting and systems integration services

   6,634,295    6,621,900
     14,676,152    14,296,360

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $1,994,150,000 and 13.6% of revenues for the year ended September 30, 2024 ($1,923,977,000 and 13.5% for the year ended September 30, 2023).

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    57


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

30.

Related party transactions

The Company is controlled by the Founder and Executive Chairman of the Board.

During the year ended September 30, 2024, the Company entered into a share repurchase and share conversion transactions with related parties, as described in Note 19.

 

a)

Transactions with subsidiaries and other related parties

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company owns 100% of the equity interests of its principal subsidiaries.

The Company’s principal subsidiaries whose revenues, based on the geographic delivery model, represent more than 3% of the consolidated revenues are as follows:

 

 Name of subsidiary    Country of incorporation

CGI Technologies and Solutions Inc.

   United States

CGI France SAS

   France

CGI Federal Inc.

   United States

CGI IT UK Limited

   United Kingdom

CGI Information Systems and Management Consultants Inc.

   Canada

Conseillers en gestion et informatique CGI inc.

   Canada

CGI Deutschland B.V. & Co. KG

   Germany

CGI Information Systems and Management Consultants Private Limited

   India

CGI Sverige AB

   Sweden

CGI Suomi Oy

   Finland

CGI Nederland B.V.

   Netherlands

 

b)

Compensation of key management personnel

Compensation of key management personnel, currently defined as the executive officers and the Board of Directors of the Company, was as follows for the year ended September 30:

 

      2024      2023
      $          $

  Short-term employee benefits

   31,076      36,049

  Share-based payments

   40,209      30,701

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    58


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

31.

Commitments, contingencies and guarantees

 

a)

Commitments

As at September 30, 2024, the Company entered into long-term service agreements representing a total commitment of $398,220,000. Minimum payments under these agreements are due as follows:

 

$

 

 Less than one year

     191,651  

 Between one and three years

     164,068  

 Between three and five years

     42,501  

 Beyond five years

      

 

b)

Contingencies

From time to time, the Company is involved in legal proceedings, audits, litigation and claims which primarily relate to tax exposure, contractual disputes and employee claims arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts and will ultimately be resolved when one or more future events occur or fail to occur. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a materially adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities. Claims for which there is a probable unfavourable outcome are recorded in provisions.

In addition, the Company is engaged to provide services under contracts with various government agencies. Some of these contracts are subject to extensive legal and regulatory requirements and, from time to time, government agencies investigate whether the Company’s operations are being conducted in accordance with these requirements. Generally, the governments agencies have the right to change the scope of, or terminate, these projects at its convenience. The termination or reduction in the scope of a major government contract or project could have a materially adverse effect on the results of operations and the financial condition of the Company.

 

c)

Guarantees

Sale of assets and business divestitures

In connection with the sale of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in contractual obligations, representations and warranties, intellectual property right infringement and litigation against counterparties, among others. While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at September 30, 2024. The Company does not expect to incur any potential payment in connection with these guarantees that could have a materially adverse effect on its consolidated financial statements.

Other transactions

In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid and performance bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded. The Company would also be liable for the performance bonds in the event of default in the performance of its obligations. As at September 30, 2024, the Company had committed a total of $49,441,000 of these bonds. To the best of its knowledge, the Company is in compliance with its performance obligations under all service contracts for which there is a bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees, would not have a materially adverse effect on the Company’s consolidated results of operations or financial condition.

Moreover, the Company has letters of credit for a total of $72,249,000 in addition to the letters of credit covered by the unsecured committed revolving credit facility (Note 14). These guarantees are required in some of the Company’s contracts with customers.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    59


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments

FAIR VALUE MEASUREMENTS

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

Valuation techniques used to value financial instruments are as follows:

 

  -

The fair value of the 2014 U.S. Senior Notes, the 2021 U.S. Senior Notes, the 2021 CAD Senior Notes, the 2024 CAD Senior Notes, the unsecured committed revolving credit facility, the unsecured committed term loan credit facility and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;

 

  -

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

 

  -

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

 

  -

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

 

  -

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

 

  -

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

As at September 30, 2024, there were no changes in valuation techniques.

The following table presents the financial liabilities included in the long-term debt (Note 14) measured at amortized cost categorized using the fair value hierarchy.

 

            As at September 30, 2024        As at September 30, 2023  
      Level      Carrying amount        Fair value        Carrying amount        Fair value  
          $          $          $          $  

2014 U.S. Senior Notes

   Level 2                          473,808          464,806  

2021 U.S. Senior Notes

   Level 2        1,342,758          1,223,120          1,342,714          1,132,649  

2021 CAD Senior Notes

   Level 2        597,212          564,768          596,550          503,984  

2024 CAD Senior Notes

   Level 2        746,144          759,375                    

Other long-term debt

   Level 2        2,194          2,119          10,363          9,839  
              2,688,308          2,549,382          2,423,435          2,111,278  

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

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    60


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

FAIR VALUE MEASUREMENTS (CONTINUED)

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

 

      Level      As at September 30, 2024      As at September 30, 2023  
        $        $  

Financial assets

        

FVTE

        

Cash and cash equivalents

     Level 2        1,461,145        1,568,291  

Cash included in funds held for clients (Note 5)

     Level 2        233,584        269,792  

Deferred compensation plan assets (Note 11)

     Level 1        112,270        88,076  
                1,806,999        1,926,159  

Derivative financial instruments designated as hedging instruments

        

Current derivative financial instruments included in current financial assets

     Level 2        

Cross-currency swaps

               83,626  

Foreign currency forward contracts

        5,055        12,505  

Long-term derivative financial instruments (Note 11)

     Level 2        

Cross-currency swaps

               16,130  

Foreign currency forward contracts

              2,644        5,875  
                7,699        118,136  

FVOCI

        

Short-term investments included in current financial assets

     Level 2        3,279        7,332  

Long-term bonds included in funds held for clients (Note 5)

     Level 2        223,196        138,935  

Long-term investments (Note 11)

     Level 2        24,209        17,113  
                250,684        163,380  

Financial liabilities

        

Derivative financial instruments designated as hedging instruments

        

Current derivative financial instruments

     Level 2        

Cross-currency swaps

               2,183  

Foreign currency forward contracts

        13,073        2,330  

Long-term derivative financial instruments

     Level 2        

Cross-currency swaps

        9,500         

Foreign currency forward contracts

              10,204        1,700  
                32,777        6,213  

There have been no transfers between Level 1 and Level 2 for the years ended September 30, 2024 and 2023.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    61


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

MARKET RISK

Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk and currency risk, affect the fair values of financial assets and liabilities.

Interest rate risk

The Company is exposed to interest rate risk on its unsecured committed revolving credit facility carrying amount.

The Company analyzes its interest rate risk exposure on an ongoing basis using various scenarios to simulate refinancing or the renewal of existing positions. Based on these scenarios, a change in the interest rate of 1% would not have had a significant impact on net earnings as of September 30, 2024, considering that the 2014 U.S. Senior Notes were fully repaid earlier in 2024, no amounts have been drawn on the unsecured committed revolving credit facility and all other outstanding debts bear fixed interest rates.

Currency risk

The Company operates internationally and is exposed to risk from changes in foreign currency exchange rates. The Company mitigates this risk principally through foreign currency denominated debt and derivative financial instruments, which includes foreign currency forward contracts and cross-currency swaps.

The Company hedges a portion of the translation of the Company’s net investments in its U.S. operations into Canadian dollar, with Senior U.S. unsecured notes.

The Company also hedges a portion of the translation of the Company’s net investments in its European operations with cross-currency swaps.

Finally, the Company enters into foreign currency forward contracts to hedge the variability in various foreign currency exchange rates on future revenues. Hedging relationships are designated and documented at inception and quarterly effectiveness assessments are performed during the year.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    62


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

MARKET RISK (CONTINUED)

Currency risk (continued)

As of September 30, 2024, the 2021 U.S. Senior Notes of a carrying value of $1,342,758,000 and a nominal amount of $1,351,500,000 are designated as hedging instruments to hedge portions of the Company’s net investments in its U.S. operations.

The following tables summarize the cross-currency swap agreements that the Company had entered into in order to manage its currency:

 

                                      As at
 September 30, 2024
    As at
 September 30, 2023
 
 Receive Notional    Receive Rate     

Pay

Notional

     Pay rate      Maturity      Fair value     Fair value  
                                 $     $  

Hedges of net investments in European operations

 

                

 $1,270,000

     From 1.62% to 4.15%        866,365        From (0.14)% to 3.70%       
From September
2027 to 2029
 
 
     (7,806     22,966  

 $136,274

     From 3.57% to 3.63%        £75,842        From 2.67% to 2.80%        September 2024              11,972  

 $80,000

     4.15%          kr609,940        From 3.49% to 3.51%        September 2029        (1,694     12,087  
 

Hedges of net investments in European operations and cash flow hedges on unsecured committed term loan credit facility

 

U.S.$500,000

     SOFR 1 month + 1.10%        443,381        From 1.14% to 1.22%        December 2023              44,386  

Cash flow hedges of 2014 U.S. Senior Notes

 

                                  

U.S.$215,000

       From 3.74% to 4.06%        $284,793          From 3.49% to 3.81%          September 2024              6,163  

 Total

                                         (9,500     97,574  

During the year ended September 30, 2024, the Company entered into Canadian dollar to euro fixed for fixed cross-currency swap agreements for a notional amount of $670,000,000, related to the 2024 CAD Senior Notes which have maturity dates of September 2027 and September 2029. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in European operations. In addition, during the year ended September 30, 2024, the Company entered into Canadian dollar to Swedish krona fixed for fixed cross-currency swap agreements for a notional amount of $80,000,000, related to the 2024 CAD Senior Notes which has a maturity date of September 2029. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in Swedish operations.

During the year ended September 30, 2024, the Company settled cross-currency swaps with a notional amount of $954,832,000 for a net gain of $38,943,000 for which $7,811,000 related to the cash flow hedge was recorded in net finance costs and $31,132,000 related to the net investment hedge was recognized in other comprehensive income and will be transferred to earnings when the net investment is disposed of.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    63


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

MARKET RISK (CONTINUED)

Currency risk (continued)

As at September 30, 2024, the Company held foreign currency forward contracts to hedge exposures to changes in foreign currency, which have the following notional, average contract rates and maturities:

 

         
              Average contract rates     

As at

September 30, 2024

   

As at

September 30, 2023

 
 Foreign currency forward contracts    Notional      Less than one year      More than one year      Fair value     Fair value  
                          $     $  

USD/INR

     U.S.$359,901        85.23        88.92        2,091       (973

CAD/INR

     $381,045        64.11        65.75        314       4,497  

EUR/INR

     112,863        94.45        99.84        (1,156     5,076  

GBP/INR

     £107,169        106.93        112.11        (8,700     3,501  

SEK/INR

     kr157,427        8.18        8.67        (720     (33

GBP/EUR

     £202,819        1.18               (5,763     649  

EUR/MAD

     22,947        10.66               (548     135  

EUR/CZK

     16,771        24.64        25.05        (473     (92

Others

     $65,784              (623     1,590  
           

Total

                                (15,578     14,350  

The following table details the Company’s sensitivity to a 10% strengthening of the euro, the U.S. dollar, the British pound and the Swedish krona, foreign currency rates on net earnings and on other comprehensive income (loss). The sensitivity analysis on net earnings presents the impact of foreign currency denominated financial instruments and adjusts their translation at period end for a 10% strengthening in foreign currency rates. The sensitivity analysis on other comprehensive income (loss) presents the impact of a 10% strengthening in foreign currency rates on the fair value of foreign currency forward contracts designated as cash flow hedges and on net investment hedges.

 

                       2024                       2023  
                 
     

euro

impact

   

U.S. dollar

impact

    British
pound
impact
   

Swedish

krona
impact

   

euro

impact

   

U.S. dollar

impact

    British
pound
impact
   

Swedish

krona
impact

 
     $     $     $     $     $     $     $     $  

Increase in net earnings

     150       1,359       1,179       521       1,384       3,598       692       466  

Decrease in other comprehensive income (loss)

     (174,239     (180,405     (17,269     (9,631     (155,000     (190,539     (29,436     (7,005

LIQUIDITY RISK

Liquidity risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets. The Company’s activities are financed through a combination of the cash flows from operations, borrowing under existing unsecured committed revolving credit facility, the issuance of debt and the issuance of equity. One of management’s primary goals is to maintain an optimal level of liquidity through the active management of the assets and liabilities as well as the cash flows. The Company regularly monitors its cash forecasts to ensure it has sufficient flexibility under its available liquidity to meet its obligations.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    64


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

LIQUIDITY RISK (CONTINUED)

The following tables summarize the carrying amount and the contractual maturities of both the interest and principal portion of financial liabilities. All amounts contractually denominated in foreign currency are presented in Canadian dollar equivalent amounts using the period-end spot rate or floating rate.

 

 As at September 30, 2024    Carrying
amount
     Contractual
cash flows
   

Less than

one year

   

Between one
and

three years

   

Between

three and five
years

    Beyond
five years
 
     $      $     $     $     $     $  

Non-derivative financial liabilities

             

Accounts payable and accrued liabilities

     999,790        999,790       999,790                    

Accrued compensation and employee-related liabilities

     1,165,903        1,165,903       1,165,903                    

2021 U.S. Senior Notes

     1,342,758        1,462,053       24,191       847,526       24,868       565,468  

2021 CAD Senior Notes

     597,212        650,400       12,600       25,200       612,600        

2024 CAD Senior Notes

     746,144        879,191       30,623       361,245       487,323        

Lease liabilities

     620,095        697,298       173,061       254,475       166,326       103,436  

Other long-term debt

     2,194        2,312       1,028       823       197       264  

Clients’ funds obligations

     504,515        504,515       504,515                    

Derivative financial liabilities

             

Cash flow hedges of future revenue

     23,277             

Outflow

        744,758       186,439       545,077       13,242        

(Inflow)

        (758,162     (175,510     (568,052     (14,600      

Cross-currency swaps

     9,500             

Outflow

        1,496,435       26,090       353,834       1,116,511        

(Inflow)

        (1,518,971     (40,681     (381,060     (1,097,230      
             
       6,011,388        6,325,522       2,908,049       1,439,068       1,309,237       669,168  
 As at September 30, 2023    Carrying
amount
     Contractual
cash flows
   

Less than

one year

   

Between one
and

three years

   

Between

three and five
years

    Beyond
five years
 
     $      $     $     $     $     $  

Non-derivative financial liabilities

             

Accounts payable and accrued liabilities

     924,659        924,659       924,659                    

Accrued compensation and employee-related liabilities

     1,100,566        1,100,566       1,100,566                    

2014 U.S. Senior Notes

     473,808        492,722       492,722                    

2021 U.S. Senior Notes

     1,342,714        1,488,774       24,233       860,746       24,910       578,885  

2021 CAD Senior Notes

     596,550        663,000       12,600       25,200       625,200        

Unsecured committed term loan credit facility

     676,886        687,419       687,419                    

Lease liabilities

     641,963        722,284       221,877       238,009       139,275       123,123  

Other long-term debt

     10,363        10,448       8,353       1,328       449       318  

Clients’ funds obligations

     493,638        493,638       493,638                    

Derivative financial liabilities

             

Cash flow hedges of future revenue

     4,030             

Outflow

        328,455       155,450       163,091       9,914        

(Inflow)

        (331,954     (154,116     (166,967     (10,871      

Cross-currency swaps

     2,183             

Outflow

        93,311       93,311                    

(Inflow)

        (91,353     (91,353                  
             
       6,267,360        6,581,969       3,969,359       1,121,407       788,877       702,326  

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    65


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

32.

Financial instruments (continued)

 

LIQUIDITY RISK (CONTINUED)

As at September 30, 2024, the Company held cash and cash equivalents, funds held for clients, short-term investments and long-term investments of $1,995,413,000 ($2,081,463,000 as at September 30, 2023). The Company also had available $1,496,355,000 in unsecured committed revolving credit facility ($1,495,858,000 as at September 30, 2023). As at September 30, 2024, trade accounts receivable amounted to $1,117,712,000 (Note 4) ($1,152,880,000 as at September 30, 2023). Given the Company’s available liquid resources as compared to the timing of the payments of liabilities, management assesses the Company’s liquidity risk to be low.

CREDIT RISK

The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, work in progress, long-term investments and derivative financial instruments with a positive fair value. The maximum exposure of credit risk is generally represented by the carrying amount of these items reported on the consolidated balance sheets.

The Company is exposed to credit risk in connection with long-term investments through the possible inability of borrowers to meet the terms of their obligations. The Company mitigates this risk by investing primarily in high credit quality corporate and government bonds with a credit rating of A- or higher. The application of the low credit exemption had no material impact on the Company’s consolidated financial statements.

The Company has accounts receivable derived from clients engaged in various industries including government; financial services; manufacturing, retail and distribution; communications and utilities; and health that are not concentrated in any specific geographic area. These specific industries may be affected by economic factors that may impact trade accounts receivable. However, management does not believe that the Company is subject to any significant credit risk in view of the Company’s large and diversified client base and that any single industry or geographic region represents a significant credit risk to the Company. Historically, the Company has not made any significant write-offs and had low bad debt ratios. The application of the simplified approach to measure expected credit losses for trade accounts receivable and work in progress had no material impact on the Company’s consolidated financial statements.

The following table sets forth details of the age of trade accounts receivable that are past due:

 

      2024          2023  
     $     $  

Not past due

     1,005,651       1,034,795  

Past due 1-30 days

     71,445       82,536  

Past due 31-60 days

     18,352       17,630  

Past due 61-90 days

     11,957       9,925  

Past due more than 90 days

     13,367       10,913  
     1,120,772       1,155,799  

Allowance for doubtful accounts

     (3,060     (2,919
       1,117,712       1,152,880  

In addition, the exposure to credit risk of cash, cash equivalents and cash included in funds held for clients and derivatives financial instruments is limited given that the Company deals mainly with a diverse group of high-grade financial institutions and that derivatives agreements are generally subject to master netting agreements, such as the International Swaps and Derivatives Association, which provide for net settlement of all outstanding contracts with the counterparty in case of an event of default.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023    66


Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

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

 

33.

Capital risk management

The Company is exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth. The main objectives of the Company’s risk management process are to ensure that risks are properly identified and that the capital base is adequate in relation to these risks.

The Company manages its capital to ensure that there are adequate capital resources while maximizing the return to shareholders through the optimization of the debt and equity balance. As at September 30, 2024, total managed capital was $14,225,026,000 ($13,645,314,000 as at September 30, 2023). Managed capital consists of long-term debt, including the current portion (Note 14), lease liabilities, cash and cash equivalents, short-term investments, long-term investments (Note 11) and shareholders’ equity. The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in the business environment. When capital needs have been specified, the Company’s management proposes capital transactions for the approval of the Company’s Audit and Risk Management Committee and Board of Directors. The capital risk policy remains unchanged from prior periods.

The Company monitors its capital by reviewing various financial metrics, including Net Debt/Capitalization.

Net debt represents debt (including the current portion and the fair value of foreign currency derivative financial instruments related to debt) and lease liabilities less cash and cash equivalents, short-term investments and long-term investments. Capitalization is shareholders’ equity plus net debt.

Furthermore, the Company is subject to covenants and ratios contained in its unsecured committed revolving credit facility. The ratios are as follows:

 

  -

Leverage ratio, which is the ratio of total debt net of cash and cash equivalent investments to adjusted EBITDA for its unsecured committed revolving credit facility for the four most recent quarters. Adjusted EBITDA is calculated as earnings from continuing operations before finance costs, income taxes, depreciation, amortization, cost optimization program and acquisition-related and integration costs1.

 

  -

An interest and rent coverage ratio, which is the ratio of the EBITDAR for the four most recent quarters to the total finance costs and the operating rentals in the same periods. EBITDAR is calculated as adjusted EBITDA before rent expense1.

These ratios are calculated on a consolidated basis. The Company believes that the results of the current internal ratios are consistent with its capital management’s objectives.

The Company is in compliance with these covenants and ratios and monitors them on an ongoing basis. The ratios are also reviewed quarterly by the Company’s Audit and Risk Management Committee. The Company is not subject to any other externally imposed capital requirements.

 

1

In the event of an acquisition, the available historical financial information of the acquired company will be used in the computation of the ratios.

 

CGI Inc. – Consolidated Financial Statements for the years ended September 30, 2024 and 2023      67  

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