EX-99.1 2 d37607dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

CGI Group Inc.

2015 Annual Report

CGI’s 2015 Annual Report is comprised

of two separate volumes:

Volume 1: 2015 Annual Review

&

Volume 2: Fiscal 2015 Results

Volume 1 of the Annual Report

follows this page.

(this page does not form part of the Annual Report)


LOGO

Business and IT consulting Systems integration IT managed services 2015 Annual Review Business process services BUILDING ON 40 YEARS OF COMMITMENT


LOGO

In 2016, we enter our 40thyear inbusiness — a milestone that is founded upon a deep commitment to listening to our clients, providing innovative services and solutions, and consistently delivering operational excellence. This past year, we continued our tradition of meeting regularly with our clients face-to-face through 5,974 client satisfaction assessments and 965 strategic planning interviews to ensure we remain best positioned to help drive our clients’ business outcomes. This Annual Review brings you the insights of our 2015 conversations, including an overview of our clients’ priorities and how CGI is responding to fulfill their needs. Our client commitment: To listen, innovate and deliver


LOGO

2015 ANNUAL REVIEW BUILDING ON 40 YEARS OF COMMITMENT CONTENTS 2 Building on 40 years of commitment Founder and Executive Chairman of the Board Serge Godin and President and Chief Executive Of?cer Michael E. Roach 4 CGI by the numbers 5 2015 Voice of Our Clients INDUSTRY INSIGHTS 6 Financial services 10 Health 12 Utilities 14 Transportation 15 Oil and gas 16 Digital transformation 22 Government 26 Manufacturing 28 Retail and consumer services 30 Communications 31 Post and logistics 32 Innovation@CGI ABOUT CGI 36 Corporate social responsibility 38 Global footprint 40 Leadership team 42 The CGI Constitution 43 Looking ahead…


LOGO

Serge Godin Founder and Executive Chairman of the Board Michael E. Roach President and Chief Executive Of?cer Building on 40 years of commitment As we commemorate our 40th year in business, Serge Godin and Michael E. Roach share the fundamentals of CGI’s long-term success and discuss the company’s exciting journey ahead. 2016 marks CGI’s 40th year in business. At the time of our founding, personal computers were in their infancy and the establishment of an IT services company was certainly a new phenomenon. What has guided CGI through all the change over the past four decades? Serge: We conceived this company to be more than a place of work—we are a family. The overarching goal we have had from the beginning is our collective dream: To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of. This dream includes the principles by which our members enjoy working together and feel empowered, as owners, to best serve the needs of our clients. Michael: The fact that CGI began with a dream has been a powerful motivator. There is nothing in the dream that talks about the physical size and financial assets of the company. The dream is centered on the core of our business—our people. They care about this company and are deeply committed to providing the expertise and capabilities needed to help our clients reach their full potential. A testament of this commitment is the fact that a vast majority of our members are shareholders of the company; they pay attention to the details of our day-to-day operations and have completely engaged their hearts, minds and talents to helping our clients. Serge: We also are guided by the CGI Management Foundation, which includes the CGI Constitution— our dream, vision, mission and values—and our common policies, frameworks, processes, operational principles and measures. CGI Management Foundation The Foundation includes I C G I C o n s t i t u t i o n ofCode Ethics Human Policies Resources Financial Policies Security Policies Quality Policy everything needed to run and S Dream Vision Mission Values O Strategic Directions Corporate and Operations Organizational Model Management build a business and is uniformly and Plans Governance and Adjustments Frameworks 9 0 Business Unit Processes Corporate Processes applied across the company 0 1 to ensure the consistent, Business Assignment and Managing for Engagement Risk Development Business Business Performance Unit and Innovation, Efficiency IP Financial C Development Recruitment Excellence Management Health Check Review Investments Management high-quality execution of our E Client Partnership Management Framework R Member Shareholder commitments, no matter where T IT Best Management Practices Partnership Partnership I Proposal Contract Delivery Closing Management Management CGI delivers in the world. F Engagement Governance Framework Framework E I It has allowed us to aspire to • Integration • Relationship Inc. D management Consulting, • Team meetings become an institution that Business • Disclosure O Technology Application System • Performance P Process guidelines also remains entrepreneurial, Management Management Integration and management & E Management Group Development career planning • Communications R Leadership and has brought us to where A • Institute CGI T we are today as one of the largest I Client Member Shareholder O Assessment Satisfaction Assessment Satisfaction Assessment Satisfaction IT and business process 2015 N © S Program Program Program services providers in the world.


LOGO

2015 ANNUAL REVIEW This Annual Review shares the collective insights of our conversations with clients throughout the year, along with how we have helped them deliver greater value to their customers and citizens. How do clients fit within CGI’s business model? Serge: Operational excellence is a part of CGI’s DNA. We hold client satisfaction meetings throughout the year to understand what we have done well and where we can improve. In addition, each year we consult with clients through our strategic planning process to understand their top business and IT priorities and to ensure we align our priorities with theirs. All of these conversations are held face-to-face, which is an important differentiator in terms of how we interact with our clients. This is how we embed continuous improvement into our business model. Michael: In our business, everything begins and ends with the client. Throughout the years, they have told us where they are going and what they need from us, and we have continuously responded through the growth of our client proximity and global delivery models. Our proximity model locates CGI’s operations where our clients make their most important business decisions. We are there to provide the local commitment, accountability and responsiveness required to be their partner and expert of choice. We complement this by sharing the expertise of our members from around the world who bring ideas, solutions and best practices to complement that local commitment. We work with clients to determine together the best way to get the work done, including on premises, onshore, nearshore and offshore—all based upon clients’ ingredients of value: price, quality and risk management. The insights from this year’s conversations with clients point to a clear sense of urgency to advance their digital transformation agendas. How can CGI help them do this? Serge: We live in a fast-changing world full of tremendous opportunities, and customers and citizens are expecting more. As clients go through this digital revolution, IT is central to any productivity quest. Worldwide spending on IT services continues to increase, and clients are seeking a partner that can help them make the best use of their investments and implement the right strategies and solutions that will enable them to become customer-centric digital organizations. Michael: The state of technology has evolved to a point where you can rapidly connect and leverage it to transform how you do your business. Digital transformation aligns both the business and IT sides of our clients’ operations—it is central to their growth strategies. As you read through this Annual Review, each section highlights how we are engaged in helping clients with an effective response—one that drives the innovation required to accelerate their business outcomes. We are proud to play an integral role in this exciting journey. We have the expertise and capabilities required to best help our clients succeed in the digital world. Looking ahead to the next 40 years, what can clients expect from CGI? Michael: Clients want to partner with our company because we are committed to continuing to build and expand our business now and into the future. Accordingly, clients can trust that when they sign a long-term business agreement, they can count on us to be there to deliver on our promises. Our business model is built to grow and last. Clients can expect CGI to continue our commitment of growing and adding new capabilities to best serve them around the world. Thank you for 40 exceptional years. It has been quite a journey, and I assure you that the best is yet to come. Serge: CGI is a consolidator and will remain a consolidator. In the coming years, only a handful of IT services ?rms will remain, and CGI will be one of them. Over the past 40 years, we have doubled the size of the company on average every 4 years, and our strategic aspiration is to double its size again so we can continue to best serve you, our clients. To all those with whom we have had the privilege of working, thank you. The future has never looked so exciting. 3


LOGO

CGI by the numbers CGI is a financially strong and growing company with four decades of proven performance. Our global reach, combined with our proximity model of serving clients from 400 locations across 40 countries, provides the scale and immediacy required to rapidly respond to client needs. Our experts apply deep domain knowledge and cross-industry insights to help clients innovate to deliver greater value to their customers and citizens. Fiscal 2015 results • Revenue of $10.3 billion • Backlog of $20.7 billion 65,000 ? $10.3B 2015 • Bookings of $11.6 billion History of profitable growth 3 CGI has experienced significant growth 25,000 ? $ .5B 2006 through the disciplined execution of our “Build and Buy” profitable growth strategy—growth that has been key to fulfilling our vision of 1,800 ? $122M 1996 being a world-class IT and business process services leader helping our clients succeed. 450 ? $22M 1986 2 ? $138,000 1976 All figures in Canadian dollars Our footprint • One of the largest independent IT and business process services companies in the world • 65,000 professionals (more than 50,000 are shareholders) • 400 locations across 40 countries representing more than 80% of IT spend worldwide • 10 focused industries representing 90% of IT spend worldwide • 5,000 clients across the globe Our delivery • 9/10 client satisfaction score • Project delivery 95% on time and within budget • End-to-end IT and business process services • More than 150 mission-critical, CGI-built solutions 4


LOGO

2015 ANNUAL REVIEW 2015 Voice of Our Clients CGI’s Voice of Our Clients program involves annual, in-person, in-depth interviews to have a dialogue with clients across our targeted industries. The insight gained from listening to our clients’ top priorities enables us to refine our thinking, inform our investments and evolve our strategy to best serve as their partner and expert of choice. In 2015, we held 965 in-person, in-depth client interviews—44% with business executives and 56% with IT leaders—across 10 industries and 17 countries. Globally, clients are focused on becoming customer-centric digital organizations and their IT priorities are aligned with the business to achieve this goal. Top global trends Top IT priorities • Meet increasing customer/citizen expectations • Transform the organization and connect with all for improved services anywhere, anytime stakeholders (customers/citizens, partners, suppliers) • Become digital organizations to meet customer to become a digital enterprise and citizen expectations • Drive IT modernization to become more agile and • Meet increasing regulatory compliance requirements reduce the cost to “run” day-to-day operations to invest in “change” to transform into a digital enterprise • Address ongoing cost/budget pressures • Develop the capabilities to deliver the bene?ts of • Protect the organization through cybersecurity big data and business insight • Protect stakeholders through enhanced cybersecurity • Embrace new delivery models to align costs with revenue and reduce “run” and “change” costs at the same time (SaaS, cloud, managed services/outsourcing) CGI’s Voice of Our Clients program is an in-person conversation that we have with clients—both business and IT executives—to understand what they are looking for from us as their service provider and where they need technology to move their business forward. The conversations this year were dominated by one central theme: digital transformation. Certainly, it’s easier to be digital if you are just entering the market. However, most of our clients and the industries in which they operate are mature and have complex, integrated IT platforms. That complexity requires a partner that can help them on their digital journeys: from consulting services to determine the best-fit digital transformation approach, to innovative digital solutions and related systems integration work, to IT outsourcing and business process services that lower the costs and complexity of running and transforming systems. This year’s Annual Review provides evidence of how CGI is helping clients embark on their digital journeys and succeed in reaching their destination. George D. Schindler, Chief Operating Of?cer, CGI 5


LOGO

FINANCIAL SERVICES Accelerating digital transformation to future business models CGI serves 22 of the top 30 banks in the world and 13 of the top 20 global insurers. Our work spans across the retail, capital markets and transaction banking sectors, as well as the P&C and life and annuity insurance sectors. We partner with clients to help accelerate transformation to digital business models, modernize and automate legacy infrastructures, and implement regulatory and cybersecurity controls. We listen. As part of our 2015 annual strategic planning process, we conducted 200 in-person interviews with ?nancial services clients in 14 countries to discuss industry trends and their top business and IT priorities. Top industry trends Mounting and complex regulations and standards 63% Fast evolving customer and ecosystem expectations 63% Explosive growth of big data and predictive analytics 49% Accelerating digital transformation 47% Signi?cant business erosion from new competition 42% 0% 20% 40% 60% 80% % of respondents Top IT priorities • Driving competitive advantage and growth by transforming to digital business models and delivering value-add services • Meeting global control requirements in the digital world through compliance and cybersecurity capabilities • Delivering personalized, real-time and value-add services through actionable customer intelligence and insight • Improving customer experience through digital, omni-channel service delivery • Reducing “run” costs and accelerating digital transformation “change” spend through IT modernization and automation 6


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. In response to these trends and priorities, CGI is innovating in critical areas such as digital transformation, payments modernization, product rating/con?guration and cybersecurity to deliver the business outcomes that clients need to succeed. Banking Areas of innovation Business outcomes Addressing budget pressures: As more banks move • Substantially reduced “run” budgets, freeing up “change” from “run” to “change” budgets, CGI is providing support budgets through IT roadmap development, legacy infrastructure • Shift from CapEx to OpEx transformation, SaaS/cloud technology deployment and • Global best-in-breed platforms for growth and enhanced outsourcing. (CGI is positioned as a “Leader” in the Everest client satisfaction IT Outsourcing in Banking – Service Provider Landscape with PEAK Matrix™ Assessment 2015.) Digital business transformation: We provide enterprise • 360 degree view of customers through in-house and digital transformation services—from strategy development external data sources and advanced data analytics, to omni-channel delivery, • Proof-of-concepts for new technologies (e.g., block chain) customer journey automation and more. • Agile development and delivery of new value-add services • Deployment of omni-channel capabilities Payments modernization: We’re deeply involved with • Industry and bank payments modernization design payment infrastructure modernization at the international and implementation level and with our banking clients, as well as providing • Implementation of new customer-centric, value-add systems that process and screen trillions of dollars in payment services transactions per day. • Increased ef?ciencies in payment business services across the bank Compliance and cybersecurity: CGI helps banks to drive • Innovative self-learning technologies and tools compliance with new regulations, manage risks and adopt • Advanced data analytics and real-time insight best-in-class cybersecurity capabilities for enhanced • Minimized risks through managed security services business control and performance. CGI is a key strategic transformation partner for BMO to meet the needs of our customers. Steve Tennyson, CIO, BMO Bank of Montreal Toronto, Canada cgi.com/?nancial-services 7


LOGO

FINANCIAL SERVICES Insurance Areas of innovation Business outcomes Cyber insurance: In this emerging area, we help • Delivery of the right cyber insurance products at the right insurers enter the world of cyber insurance, providing an time as part of the underwriting process understanding of cybersecurity and insurance from all • Minimized risks through managed security services angles and delivering end-to-end cyber insurance services and solutions. Product strategy and management: Through proven • Ability to test and deploy products and product scenarios solutions such as Ratabase, CGI empowers insurers to design, more efficiently and effectively build and release new products in the fastest possible time. • Solutions that can be integrated on a wide range Using advanced technologies such as the Internet of Things of platforms and best-in-class implementation and (IoT) and data analytics, we also help insurers better assess consulting services insurable risks, such as driving behavior and health conditions, • Development of products that address customers’ unique resulting in fewer claims and lower premiums. needs through the power of data analytics and IoT Insurance risk information: CGI’s insurance risk information • Ability to manage information, spot patterns, analyze platform shares vast amounts of data across the insurance trends and adapt strategies to drive competitive advantage value chain and turns valuable insight into opportunities. For Canada-based clients, we deliver more than 15 million risk information reports annually to insurers, brokers and agents. Core systems transformation: CGI supports core insurance • Development and launch of new value-add services systems transformation for more than 200 insurers worldwide, • Faster time-to-market using advanced digital, data analytics and customer • Enhanced customer experience management technologies. 8


LOGO

2015 ANNUAL REVIEW LähiTapiola extends outsourcing contract with CGI to reduce “run” costs and accelerate transformation through new ICT delivery model After a two and a half year partnership, Finland’s largest insurance company LähiTapiola extended its outsourcing contract with CGI to 2021 to transform the delivery of information and communications technology (ICT) services within the company to meet its future needs. Facing an extensive merger that required the completion of major information systems projects and the need for more efficient and flexible ICT services, LähiTapiola formed a joint venture called LTC-Otso with CGI to outsource its internal IT unit. Through the new delivery model and resources, LähiTapiola is benefitting from reduced “run” costs, enabling more investment in “change” initiatives, including digital transformation technologies that are driving new innovative services for its customers. LTC-Otso is leveraging a shared service center in Finland, as well as offshore resources, to deliver the cost savings and new technologies. LähiTapiola made the transition from an internal IT unit to outsourced ICT services. Through this joint venture, LähiTapiola and CGI have developed a high-quality partnership whose results have had an impact on both companies. Mikko Vastela, CIO, LähiTapiola Espoo, Finland CGI-built solutions that deliver business results • Our financial software solutions enable the transfer of $5 trillion per day across the globe. • We have completed more than 350 implementations of our collections, recoveries and loan origination solutions. • CGI’s sanctions screening software, HotScan, filters 64% of the world’s foreign exchange trades. • Our trade finance SaaS platform, CGI Trade360, supports global trade finance services for more than 30,000 portal users in over 80 countries. • More than $1 trillion in assets are managed through CGI portfolio management, investment fund and plan administration solutions. • More than 160 private- and public-sector organizations in 10 countries leverage CGI’s treasury and asset management solutions. • CGI’s Ratabase rating and pricing engine has been successfully implemented for more than 100 P&C and life insurers. • CGI delivers more than 15 million risk information reports annually to insurers, brokers and agents. cgi.com/?nancial-services 9


LOGO

HEALTH Enabling better decisions and outcomes through insights CGI serves clients across health delivery, payment, research, development and regulation. Our solutions and services support more than 1,000 health facilities, 3 million providers, 6 billion health records and health payers serving more than 195 million people. We listen. As part of our 2015 annual strategic planning process, we conducted 55 in-person interviews with health clients in 9 countries to better understand the challenges of this dynamic industry. Rising costs and consumer expectations are driving the need to extend legacy systems and exploit mobility, the cloud and shared services. While analytics are increasingly important, cybersecurity remains low on the agenda despite several high-pro?le breaches. Top industry trends Containing costs as increases become unsustainable 72% Aging populations that require more costly care 59% Increasing consumer expectation for service quality and transparency 59% Health reform driving signi?cant regulatory changes 57% Changing culture from fee-for-service to pay-for-value 49% 0% 20% 40% 60% 80% % of respondents Top IT priorities • Harmonizing and extending legacy systems • Gaining insight through enterprise analytics for supply chain R&D, clinical and organizational understanding • Improving data management and transparency • Improving operational ef?ciency by leveraging cloud, shared services and business process outsourcing • Enabling mobility for patient outreach and workforce productivity 10


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. In response to our clients’ challenges and opportunities, CGI has focused our innovation on improving efficiency, decisions and outcomes in health. Areas of innovation Business outcomes Health analytics: Our Data2Diamonds, Patient Safety as • Improved patient safety a Service and Health Enterprise Optimization solutions • Resource optimization help clients derive valuable business insights from data. • Fraud prevention Patient-centered care: CGI CommunityCare360 enables • Empowered consumers, patients and care workers mobility and streamlines care delivery by connecting • Care plan visibility to all stakeholders patients, clinicians, home care workers and • More time with patients ?rst responders. Financial management: Our Managed Technology + • Lower costs for managing equipment Equipment Service for IT and medical equipment • Reallocation of resources for service outsourcing allows clients to focus on transformation, delivery transformation not technology. Claims fraud, waste and abuse: CGI’s solution and • Identification of potential recoveries from medical services for reducing claims fraud, waste and abuse and pharmacy claims has helped payers recover $2.1 billion in lost payments. • Signi?cant cost savings We also help detect, remedy and prevent claims fraud, pre- and post-payment. Enterprise content management: CGI’s Sovera solution • Enhanced productivity and reduced costs streamlines processes for more than 1,000 health facilities • Improved revenue cycle management and manages over 6 billion patient records. Interoperability: CGI’s e-CareLogic Integrated Clinical • Support for the whole patient pathway Electronic Records system integrates with various clinical • Preserve the value of existing systems systems within the hospital and across care settings. R&D: CGI helps pharmaceutical and life sciences firms • Lower costs manage a diverse R&D pipeline. • Improved regulatory compliance Cybersecurity as a service: CGI helps clients improve • Higher levels of privacy, security and their security and privacy postures using our expert regulatory compliance staff and technology via our global Security Operations • Reduced costs Centers that continuously identify and monitor cyber threats. Harnessing the power of health data and analytics CGI partners with clients to derive valuable insights through data visualization, predictive and prescriptive analytics, and other analytics techniques. • Predictive analytics review past behavior to “predict” likely outcomes. Through our services and solutions to reduce claims fraud, waste and abuse, we help healthcare payers detect potential fraud and risks before they happen. • Prescriptive analytics evaluate the impact of likely outcomes to “prescribe” the best possible outcome. CGI’s Health Enterprise Optimization solution helps hospitals optimize operating room scheduling strategies and understand how decisions made in one area of the hospital would affect the hospital as a whole. Our Patient Safety Service gives hospitals a better ability to predict and prevent harmful events affecting patient safety. • Seeing data points in a graph or diagram is critical, particularly as volumes of data get exponentially larger. We help clients use data visualization to analyze patterns in hospital visits, for example, to identify ways to reduce costs while maintaining or improving patient health. These are just a few CGI innovations in health analytics, and we are pursuing others in genomics and beyond. We successfully completed an innovative prescriptive analytics project, the ?rst of its kind in healthcare in Canada, to identify the best possible options in terms of quality of care, access to care and cost of care. The CGI Enterprise Optimizer for Healthcare is a powerful decision support tool to model and measure the impacts of a given decision or action on all processes in the hospital or organization. Dr. Lawrence Rosenberg, President & CEO, Integrated Health & Social Services University Network for West-Central Montréal and Professor of Surgery & Medicine, McGill University Montréal, Canada cgi.com/health 11


LOGO

UTILITIES Transforming the digital customer experience while achieving operational excellence CGI works with more than 250 electric, water and gas clients worldwide and is a partner to 8 of the 10 largest utilities in both Europe and North America. Our utility offerings cover the entire supply chain—from generation to transmission and distribution to retail supply. We listen. Utilities are investing in advancing technologies, including digital, mobile, cloud, big data and cybersecurity, to drive operational excellence, particularly in the areas of compliance and security, and to deliver a more retail-like customer experience. As part of our 2015 annual strategic planning process, we held 85 in-person interviews with utilities clients in 15 countries to learn more about their key challenges and opportunities. Top industry trends Ever-increasing regulatory pressure and market uncertainty 76% Increasing demand for an improved customer experience 58% Growing risk of physical and cybersecurity threats 48% Uncertainty around the business case for smart meters and grids 39% Increasing impact of severe weather events 30% 0% 20% 40% 60% 80% % of respondents Top IT priorities • Supporting digital customer engagement and the transition to a new energy provisioning system by aligning digital technologies • Reducing risk and improving compliance with regulations by allocating a greater share of the IT budget to cybersecurity • Gaining greater operational visibility and control by converging and modernizing information and operational technologies • Responding more effectively to regulatory changes in both the operational and commercial business areas • Generating more insight and value across operations by better managing real-time data 12 cgi.com/utilities


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. CGI helps major utilities worldwide transform mission-critical business areas through innovative, award-winning solutions, end-to-end services and global delivery capabilities. Areas of innovation Business outcomes Optimized network utility: CGI develops and implements • Holistic view to maximize smart grid investments transformation strategies, roadmaps and technologies for • Strategies to achieve business objectives building and running an optimized network utility. • Better balancing of stakeholder expectations Enterprise asset management: CGI’s Asset & Resource • Improved asset performance at reduced cost Management (ARM) suite manages all transmission and • Improved regulatory compliance distribution of utility work, assets and resources. • More ef?cient, integrated work?ows and systems Digital customer service solutions: We deliver • Increased customer insight and customer-centric customer-centric solutions for managing billing, payments, services energy efficiency, product launches and more, including • Launch of new products/services to meet evolving Realtime Energy eXchange (REX), which connects customer needs clusters of end users to energy trading markets for buying • Increased stability of energy prices by “unlocking” and selling energy. flexibility Network operations: From real-time monitoring to • Increased network automation and efficiencies outage management to cybersecurity, our advanced • Improved response to outages and severe network solutions leverage innovative grid, meter and weather events data technologies to drive value. • Improved customer service and regulatory compliance IT-OT convergence: CGI was named a “market leader”• Increased enterprise data sharing and value in IT-OT integration in a 2014–2015 Ovum report based • Identification of potential IT-OT use cases on our best-of-breed IT-OT integration services and • Increased agility in responding to evolving demands high-pro?le client projects, such as for Energias de Portugal (EDP). Production/generation: CGI’s award-winning RMS • Remote monitoring and control to lower costs solution controls 6,000 turbines on 300 wind farms in • Faster reaction to failures to decrease downtime 9 countries for Energias de Portugal Renewables (EDPR). • Enhanced safety, reliability and security Central energy markets: CGI built and implemented • Improved data collection, analysis, transparency 11 of the world’s central market energy clearing houses and access and was selected to develop and run the UK’s core water • Faster processing time and reduced errors central market system, starting in 2017. • Enhanced ?exibility, scalability and security Smart technologies: CGI’s involvement with high-profile • Better data management and more data insight smart grid projects such as Low Carbon London • More consumer choice and improved service quality has led to our recognition as a smart grids systems • Integration with systems, networks and market players integrator worldwide. Partnering with Smart DCC Limited for the Great Britain Smart Metering Implementation Programme Great Britain is one of the most liberalized and consistently competitive energy markets in the world. To minimize barriers to consumers in choosing their energy supplier, Britain is implementing the Data Communication Company (DCC) at the heart of the market. CGI is developing and implementing and will operate the solution that will link gas and electricity meters with the business systems of utility companies needed to deliver the £18.8 billon of consumer, economic and environmental gross benefits of smart metering. The challenge of providing secure access for all the retail energy suppliers and distribution businesses to the 53 million gas and electricity smart meters that are being deployed across Great Britain is unparalleled anywhere in the world. CGI is bringing its wealth of experience in smart metering in liberalized markets to the development, implementation and operations of the systems that will enable the DCC to provide secure access to Britain’s smart metering infrastructure. Jonathan Simcock, Managing Director, Smart DCC Ltd. London, United Kingdom 13


LOGO

TRANSPORTATION Improving the passenger experience and achieving ef?ciencies CGI partners with 140 clients in the aviation, rail, maritime, and road and regional transit sectors, providing expertise and solutions that enhance the overall passenger experience, drive innovation and improve operational ef?ciencies. We listen. As part of our 2015 annual strategic planning process, CGI held 38 in-person interviews with transportation clients in 11 countries to better understand the market dynamics they face and the resulting strategic priorities. Clients are focusing on innovative solutions to improve the passenger experience but are challenged by increasing budget pressures. Investments in technology are viewed as the path to achieving greater ef?ciencies and increased capacity to respond to the changing transport landscape despite static budgets. Top IT priorities Top industry trends • Building modern, agile infrastructures Addressing budget pressure 83% • Increasing cybersecurity and physical security Investing in innovative technologies 53% • Investing in digital transformation and mobility Managing change in passenger demand 47% • Generating more business value from data Improving multi-modal transport integration 42% • Modernizing IT systems Investing in digital transformation and mobility 22% 0% 20% 40% 60% 80% 100% % of respondents We innovate. We deliver. With an in-depth understanding of our clients’ industry and needs, CGI delivers innovative digital business solutions that drive digital transformation, enhance cybersecurity, optimize the passenger experience and modernize infrastructures and systems. Areas of innovation Business outcomes Digital transformation: We provide digital enabling strategies • Agile infrastructures and technology to help clients launch innovative offerings • Intelligent transport systems and become more efficient. For example, with CGI’s help, • Enhanced passenger experience Rijkswaterstaat in the Netherlands converted its road inspectors’ • Improved ef?ciencies and workforce management cars into a digital workplace to achieve ef?cient incident management and maintenance of their road infrastructures. Cybersecurity: Our security experts assess, manage and • Increased passenger safety evolve clients’ cybersecurity capabilities to protect against • Protection from infrastructure attacks increasing and fast-changing cyber threats. • Protection of personal data Passenger experience: We deliver award-winning customer • Improved customer service quality intelligence solutions, such as our mobile apps for train • Increased passenger satisfaction and loyalty occupancy (iNStapp), train arrival (My Train) and trip planning • Greater operational ef?ciencies (Helsinki Journey Planner). Predictive analytics: We help clients capture, analyze and use • Increased real-time data and insight real-time data, such as our smart data solution for the Helsinki, • More effective data management Finland bus system, and our CGI Traf?c360 solution, which is • Increased performance and lower costs used to audit toll operators for highway authorities. IT modernization: CGI drives modernization across the entire • 360 degree customer visibility supply chain and supports the aviation and maritime industries • Increased automation through our in-?ight/on-board retail solutions Pro Logistica • Streamlined operations and cost savings and LS NAV. (Currently, 28 airlines worldwide are using the Pro Logistica platform.) We are responsible for transporting approximately 50 million passengers and 10 million parcels per year. To help improve the quality of our services and the information we manage, while meeting the demands of our customers’ growing service needs, we chose to partner with CGI to digitize our operations. CGI provided an end-to-end system that enables us to handle ticket sales more effectively with dynamic pricing and schedule information. These services are improving the customer experience, increasing service sales through digital channels and efficiently optimizing our company’s fleet. Jukka Ylitalo, Business Manager, Matkahuolto Helsinki, Finland 14 cgi.com/transportation


LOGO

2015 ANNUAL REVIEW OIL AND GAS 2015 ANNUAL REVIEW Technology to help achieve a competitive edge With a strong track record of delivery excellence, CGI is a partner to all oil and gas majors globally. We provide services across the entire value chain—from exploration and production, to refining, supply and distribution, to B2B/B2C retail. We listen. As part of our 2015 annual strategic planning process, we conducted 27 in-person interviews with oil and gas clients in 9 countries. In the face of fluctuating prices, geopolitical uncertainty and increasing difficulty in accessing reserves, our clients are seeking to reduce costs, increase the productivity of reserves, make better use of assets, engage in strategic partnering, improve compliance and generate more downstream profits—securely, safely and sustainably. Top IT priorities Top industry trends • Mitigate risks from cybersecurity threats Responding to revenue pressure 80% • Maximize use of new delivery models such as Reducing operational costs 72% cloud/SaaS to reduce IT costs Implementing digital compliance strategies 28% • Exploit big data analytics to improve the Focusing on emerging markets 12% interpretation of data to make better decisions Addressing geopolitical/security tensions 12% • Integrate upstream IT to optimize information Preparing for security/cyber-attack risks 12% quality to deliver immediate value 0% 20% 40% 60% 80% 100% % of respondents We innovate. We deliver. With a significant drop in oil prices, companies face extreme pressures on revenue generation and cost reduction. To help address these issues and the industry’s trends and priorities, CGI is focused on helping clients design, build and deliver an effective response. Areas of innovation Business outcomes Enterprise data analytics: We help clients manage • Using data insight as a competitive differentiator information as a corporate asset across the entire oil and gas • Unlocking the hidden value of seismic data to enable value chain and derive insights from geological, production, better decisions customer and purchasing data. Subsurface and wells applications: We manage critical • Improved exploration and increased recoverable reserves application portfolios for oil and gas majors. while lowering costs and bringing innovation Hydrocarbon accounting: Our Exploration2Revenue (X2R) • Reduced total cost of operations solution optimizes the upstream back office using mobile, • Ability to focus on core operations digital and cloud technologies. Payment and loyalty programs: CGI systems process • Significant increase in customer loyalty for retailers, 1.5 billion fuel card transactions and manage $100 billion in generating profitable growth opportunities fuel card payments per year. Cybersecurity: We provide consulting services and manage • Improved security postures deployment, run and maintenance for process control networks in both upstream and downstream operations. Health, safety and environment: 95% of UK oil and • Better management of risk, compliance and incidences gas offshore personnel movements are tracked by CGI’s • Effective workforce management VantagePoB. Our ProSteward360 solution streamlines global hazardous materials compliance. Energy trading and risk management: We help clients • Increased standardization and efficiency manage front- and back-office functions, physical settlement • Cost optimization and regulatory compliance and logistics. Based on our association, and CGI’s deep domain and technical skills in subsurface and wells, we are happy to have CGI once again deliver an integral application management service based on a blended delivery model. Bettina Bachmann, VP Subsurface & Wells Software, Shell Global Solutions The Hague, Netherlands cgi.com/oil-and-gas 15


LOGO

DIGITAL transformation In 2015, we conducted face-to-face interviews with 965 clients—business and IT leaders across the industries and countries we serve. The clear takeaway from these discussions is that, for the ?rst time since the global ?nancial crisis in 2008, clients are expanding their business priorities from primarily cost reduction to a focus on funding revenue growth initiatives, including launching new services and products. The motivation for this focus is our clients’ quest to become customer-centric digital organizations. Driving this digital transformation mindset are increasing demands from consumers and citizens who expect seamless, omni-channel and personal interaction with businesses and governments. Clients also face intensi?ed regulatory requirements, cybersecurity risks, budget pressures and market disruption from new digital-?rst competitors. Clients find they are struggling to transform to meet these demands. Their business and IT platforms, which have been built and enhanced over many years, add complexity and cost to their ability to fund and achieve digital transformation. From a cost perspective, 65% of clients cited that they have not been able to reduce costs and adjust their IT spend mix to support change investments. Approximately 18% of clients’ CapEx budgets are allocated to support digital transformation, with nearly 60% of clients confirming they have digital transformation activities underway. As we support our clients on their digital transformation journeys, CGI is at the forefront of helping clients lower their costs to fund and drive change. 16


LOGO

2015 ANNUAL REVIEW Helping to shape a “Digital France” Over the past year, CGI has been developing a vision for the future of the digital industry in France—an initiative encouraged by the French government in its quest to make France the “digital nation” within Europe and around the world. CGI developed a vision—one of using digital technology to foster economic growth; of creating high-quality digital careers, especially among women; and providing for competitiveness and security—through multiple meetings with clients and government officials. In addition, CGI partnered with four prestigious universities to form a working group with students, the future digital leaders of France, to help ensure the vision covered important subjects related to the digital economy. In June 2015, CGI released the resulting comprehensive white paper, “Digital: Seizing an Opportunity for France,” to government officials, clients and the public at large. The initiative continues today, using the white paper and related efforts to continue the dialogue as CGI helps advocate for building a digital France. CGI has begun contributing to the national effort organized by the Conseil National du Numérique [French Digital Council] at the request of the government, besides contributing more generally to the innovation ecosystem. All companies operating in France should adopt this approach of leaving their mark on the innovation ecosystem. Axelle Lemaire, Minister of the Digital Economy, France 17


LOGO

DIGITAL TRANSFORMATION Enablers to digital transformation CGI provides a suite of digital enablers to help clients become customer-centric digital organizations: • Digital customer experience: Providing customers and citizens with a seamless, personalized, omni-channel experience • Digital insights: Applying big data analytics to better understand customer and citizen needs and to reduce the costs and complexity of managing data • Internet of Things: Leveraging smart objects to deliver new, differentiating services and processes • New delivery models, including cloud and SaaS: Driving innovation, ?exibility and savings through secure cloud services that provide the availability and performance clients need • Payments modernization: Helping clients manage increasing volumes of transactions through optimized processes and modernizing payment systems to be ?exible, scalable, compliant and secure • Cybersecurity: Protecting stakeholders by assessing and analyzing potential risks, continuously monitoring for threats and putting in place the necessary defenses • Outsourcing: Managing IT and business functions on behalf of clients to drive savings and to access best-in-class capabilities • IT modernization: Providing roadmaps and end-to-end services to transform legacy business processes, applications and infrastructures to build a customer-centric digital organization • IT human capital strategy: Assisting clients with developing an IT workforce strategy to attract, retain, change and manage the strategic and execution aspects of the organization These enablers are pursued in different ways, depending on the type of industry in which our clients operate. Based on an analysis of our client interviews and real-world experience, here is how industry leaders are achieving digital transformation to bene?t their top-to-bottom lines. Industry type Actions of the digital leaders Consumer-intensive Second-generation cloud enablement; wireless everything; digital employees (communications, retail and and agents; collaborative toolsets; ecosystem partnerships and connectivity; consumer services, banking) predictive analytics Asset-intensive End-customer relationships; social media; aggressive paper elimination; (transportation, promotion of mobile self-service across employees, clients and agents manufacturing, utilities) Risk- and investment-intensive Common platforms and data sets; investment in digital employee tools; (oil and gas, insurance, running e-services; facilitating internal collaboration and cybersecurity health, government) 18


LOGO

Partnering with clients on their digital journeys CGI collaborates with clients by bringing practical innovation and business-based solutions that lower the costs of running their business, enabling them to reinvest these savings into changing their business. By listening to our clients and understanding their business needs and goals, we work as an active partner in their digital transformation success. Here are four examples of the digital enablers at work for our clients. Redeploying savings to drive transformation Organizations are struggling to transform in light of the squeeze between top-line pressures and rising costs. Many organizations ?nd no other option but to throw more resources at IT, sometimes without the alignment to a strategic roadmap. To avoid runaway budgets, clients need to adopt a clear division between the contribution of IT toward competitive differentiation and the necessary running of the business. Through CGI’s IT outsourcing and digital business services solutions—along with our best-fit global delivery options— CGI can reduce our clients’ IT budgets by 30–40% over time, providing a strong emphasis on IT modernization, the retirement of old applications, and the adoption of automation tools and processes. Through CGI’s digital business services, we work with clients to streamline mission-critical processes, enabling them to digitally connect with stakeholders across boundaries and deliver a digital customer experience at reduced costs. As a result, these savings can be redeployed to IT initiatives that drive clients’ transformation. Payments modernization as a core transformation driver CGI partners with clients to support the convenient, secure and reliable transmission of all messages and transactions across the payments life cycle. Through the CGI Payments360 offering—an integrated portfolio of solutions and services that supports transformation across the payment life cycle—we help clients transform business processes and integrate enabling technologies. As a result, clients are able to move money smarter, while preserving existing investments and gaining the agility to adapt rapidly to changing customer demands. From our experience of operating across multiple industries globally, CGI is uniquely positioned to drive transformation throughout the full payment life cycle and understands how to harness the power of emerging technologies such as block chain and distributed consensus ledgers. Securing the business Businesses and governments are transforming to better serve their customers and citizens in an increasingly digital world. With greater connection, however, comes increased cybersecurity risk. Today’s reality is that there is no perfect security, and even the most diligent organizations may be compromised. Yet, citizens and customers want assurance that their data is secure. CGI helps build security into every aspect of clients’ operations—from infrastructure and networks, to mobile applications, to employee education and business continuity. We partner with clients to assess and analyze potential cyber risks, continuously monitor for threats in real time, put in place the necessary defenses, and ensure continuity of operations. (Learn more at cgi.com/cyberblog.) Finding “diamonds” in data Most organizations have multiple touchpoints for communication—from websites and social media, to sensors, mobile apps, call centers and physical locations. Digital transformation is the reinvention of these touchpoints, changing the way relationships are built, data is exchanged, transactions are fulfilled, insights are gained and value is created. At CGI, we believe that successful digital enterprises combine a customer-centric culture with the pursuit of operational excellence, which includes ensuring that relevant customer and product data from multiple channels is made accessible and usable to improve business outcomes. CGI uses big data analytics to help clients gain business value from data, and our Data2Diamonds methodology provides for the design and implementation of data and analytics solutions. The more high-quality data you can access (the “diamonds”), the better you can analyze it and the greater its potential for value. (Learn more at cgi.com/bigdatablog). 19


LOGO

This common [GPS] operational tool is the ?rst of its kind in the emergency services that covers the entire chain of activities from the emergency call center to arrival of help at the scene. The tool provides a shared platform for all emergency services. The project has already taken a new direction by the prospect of adding the police to the system. Janek Laev, Director General, Estonian Response Centre Tallinn, Estonia Cyber attacks are increasingly common and the financial impact on victims is considerable. We want to offer our clients the best possible insurance coverage against these new risks and assistance in case of an attack. To do so, we feel it’s essential to rely on a precise diagnostic detailing cyber risks to which they are exposed. Our goal is to offer appropriate customized protection comprising both a risk management plan and coverage in case of loss. The growing frequency and complexity of cyber attacks today mean that our clients need to optimize their protection more than ever. That’s why CGI cybersecurity expertise is so crucial. The combined expertise of our two organizations clearly positions us as trusted security partners for our clients. Dominique Le Chevallier, Technical Director, Verspieren Wasquehal, France CGI is the Official Systems Integration Partner of UK Sport and is working closely with its sport intelligence team in the development of a sustainable data management and analysis capability that allows UK Sport to maintain competitive advantage and enhance the quality of decision-making. UK Sport is working with CGI’s digital transformation team to complement its in-house capabilities in support of its system integration project objectives. CGI’s support and expertise allows UK Sport to deliver a robust, best-practice solution in a challenging time frame. Simon Timson, Director of Performance, UK Sport London, United Kingdom 20


LOGO

2015 ANNUAL REVIEW Select media announcements from 2015 • City of Edinburgh Council awards seven year £186 million transformational ICT outsourcing and digital services contract to CGI (see page 25 for more information) • CGI launches new offerings to help transaction banks explore transformational change investments for reaching strategic goals • CGI survey on bank consumer preferences: “Accelerate digital transformation to manage ‘financial well-being’ of clients” • CGI named as a leader in Global Managed Security Services by NelsonHall • CGI’s new Finnish Cybersecurity Center to provide around-the-clock local support backed by global resources • Transport giant DB Schenker expands outsourcing agreement with CGI to cover more mission-critical applications • ELEXON contracts CGI for three-year £20m business processing and IT outsourcing agreement • CGI Unify360 manages cloud and traditional IT in single solution: Solution offers clients a holistic view to manage all their IT services from one source • CGI successfully completes data center transformation for Australia’s APA Group • CGI contracts with multiple Michigan localities to deliver robust SaaS-based enterprise resource planning solution • North Wales Police selects CGI for a ?ve-year consolidated managed ICT services contract • Finnish social insurance institution Kela selects CGI to modernize document management • CGI selected to provide the UK National Security Vetting Solution • Mitsubishi Hitachi Power Systems Europe outsources IT infrastructure management to CGI • CGI partners with Estonian agencies to develop innovative emergency response system • UK Ministry of Defence selects CGI to provide integrated electronic health record information service 21


LOGO

GOVERNMENT Innovating to deliver mission-critical digital government services CGI has helped more than 2,000 government clients in 15 countries build successful transformation programs. We partner with national, state, provincial and local governments to design and deliver digital strategies to achieve their transformation objectives in ?nancial and administrative management, public safety and justice, health and human services, education, environmental protection and more. For defense, intelligence and space agencies and ministries, we help advance mission objectives in national security, logistics, operations, communications, simulation, infrastructure, military health, security vetting and earth exploration. We listen. As part of our 2015 annual strategic planning process, we conducted 326 in-person interviews with government clients in 12 countries to discuss sector trends and their top business and IT priorities. Top industry trends National, state, provincial and local Addressing budget pressure 75% Managing physical/cybersecurity threats 56% Meeting citizen demand for better public services 54% Enabling agile infrastructures 45% Preparing to address aging populations 29% 0% 20% 40% 60% 80% % of respondents Defense and intelligence Addressing budget pressure 82% Managing physical/cybersecurity threats 69% Reducing the number of military personnel 58% Focusing on information superiority 36% Increasing international cooperation/interoperability 35% 0% 20% 40% 60% 80% % of respondents Top IT priorities • Enable the creation and delivery of new capabilities and reduce costs through IT modernization and consolidation • Increase ef?ciency and agility through cloud and agile infrastructure and reusable solutions • Deliver insights to make more informed decisions through data analytics • Protect sensitive data and infrastructure through physical and cybersecurity • Improve citizen and stakeholder services through digital transformation, including mobility 22


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. CGI partners with government organizations around the world to help them achieve their transformation objectives and provide better services to citizens while improving operational ef?ciency. In helping our clients, we know the power that digital technology can bring to enable transformation when the value delivered is clearly aligned to a de?ned vision and outcomes. DIGITAL TRANSFORMATION ACROSS ALL LEVELS OF GOVERNMENT We help clients plan and implement solutions to prepare for the digital future. Innovation is key to this process. We combine our domain expertise, best practices, IP solutions and end-to-end services with CGI understood the importance of the project our vast partnership experience with clients to bring and performed exceptionally well. Together, we the best ideas and innovative solutions to enable our achieved a major milestone at the 2014 Exercise clients’ transformation. Noble Ledger where we are assessed as combat • Digital government: We help public sector ready. This achievement is a true example of organizations around the world transform the way collaboration and innovation. they interact with citizens and provide services, while Lieutenant General Volker Halbauer, improving operational excellence and reducing costs. Commander HQ, 1 (German/Netherlands) Corps • Future cities and regions: We deliver scalable Münster, Germany solutions that help our clients create more livable, prosperous, sustainable and safer communities. We assist in aligning strategy and roadmaps, enabling Thanks to CGI and CGI Advantage ERP, the technology and implementation services to improve State of Alabama is transforming key business citizen engagement, human services, transport, processes and delivering a modern, integrated tourism, government administration and more. system with all of the enterprise resource (Learn more at cgi.com/future-cities.) management capability we need to handle the • Smart defense: CGI helps military clients leverage way we want to do business. their current investments while taking advantage of Thomas L. White, Jr., CPA, State Comptroller, new ideas and proven technologies. We combine Alabama Department of Finance technological, procedural and operational innovation Montgomery, Alabama, United States with local, long-term client relationships, and provide cost-effective solutions that optimize military operations and ensure interoperability between local and multinational partners. cgi.com/government 23


LOGO

GOVERNMENT DIGITAL ENABLERS Areas of innovation Business outcomes Citizen participation: We provide innovative digital solutions, such • Improved citizen participation as social media-based crime reporting, electronic voter registration, in public life emergency response, digital collaboration and cultural asset • More engaged communities digitization, to help governments connect citizens, organizations • Improved public safety and local initiatives. Citizen service: We help clients design and deliver citizen-centric • Better citizen services services, and use our IP such as the CGI Atlas360 global contact • Increased efficiency center network and SaaS capability to fulfill citizen requests, • Reduced costs and our CGI Case Management solution to automate work?ow and collaboration for cases, ?les and applications. IT modernization: We help clients modernize and rationalize systems • Reduced costs and risks and infrastructure using the cloud, managed services, shared services • Improved performance and and onshore delivery, as well as bene?ts-based funding approaches. service delivery • Greater agility for changing requirements Data analytics and integrity: Our Data2Diamonds services help • Real-time visibility and insight governments capture, manage, integrate and analyze large amounts of for better decisions data, and our data management and analytics solutions allow clients • Secure information sharing to provide secure, timely and relevant data in complex and often hostile environments. Mobility and the Internet of Things (IoT): We help clients improve • Increased productivity citizen service and work efficiency through mobility and IoT • Ability to serve citizens anywhere, services and solutions, including our IP for workforce management anytime (PragmaCAD), patient-centered healthcare (CGI CommunityCare360), • Enhanced traf?c management public space management (IBOR) and electric vehicle charging (CiMS). and sustainability Cybersecurity: We partner with clients to address security in • Enhanced security postures everything they do, from risk assessment, to application development, • Improved confidence in operations to monitoring, prevention and business continuity. • Greater awareness Cloud enablement: We enable clients to adopt cloud services • Reduced risk with proper governance, security and visibility through our secure • Greater visibility and insight across government clouds and CGI Unify360 offering for managing cloud and cloud and traditional on-premises on-premises IT in a single solution. IT delivery Financial management and modernization: CGI’s leading • Greater accuracy, accountability solutions for ERP, tax and collections (including Momentum and transparency Enterprise, Raindance ERP, CGI Advantage and CGI Collections360 • Improved financial and for Government) improve financial and revenue management operational performance for hundreds of clients. • Increased revenue Delivering secure, reliable, innovative solutions into space We work in the space sector to deliver secure, mission-critical systems for major satellite navigation, earth observation and satellite communications programs, and our thought leadership is regularly shared with commercial organizations to solve their business challenges. We have earned a reputation for solving technically dif?cult challenges, helping clients increase the value of their investments, and providing greater protection from security threats to assets and information. 24


LOGO

2015 ANNUAL REVIEW Transformational ICT outsourcing for the City of Edinburgh Council CGI has been selected by the City of Edinburgh Council to provide transformational outsourced information and communications technology (ICT) services to enable the Council’s introduction of integrated digital services, while delivering efficiency and cost savings. The contract also will improve bandwidth speeds available to primary and secondary schools, providing students with greater access to online educational tools. CGI also will update ICT systems across all Council service areas and automate and integrate back-of?ce processes with a new enterprise resource planning (ERP) system. The new ERP system will integrate with citizen-facing digital platforms to enable cost reductions and increased capacity, while improving service quality and securing more effective and ef?cient citizen engagement. People are at the heart of our organization whether they are citizens, staff or working in the city’s economy. One of the exciting things CGI will do is to speed up our move to increased online capability, giving residents and businesses greater flexibility to engage with the Council and, if they wish, carry out their transactions digitally. It will also assist our employees, providing opportunities for more effective and efficient delivery across our wide range of Council services. Councillor Alasdair Rankin, Convener of the City of Edinburgh Council’s Finance and Resources Committee Edinburgh, United Kingdom CGI-built solutions that drive results • U.S. public sector tax and revenue clients have collected $4 billion in additional revenues that would not have been generated without implementing CGI solutions. • We have successfully implemented or modernized more than 500 ERP systems for U.S. federal, state and local governments. • Over the last 10 years, we have provided the Crown Prosecution Service of England and Wales with the technology to prosecute over 15 million defendants. • We support more than 50 million Americans served by Medicare.gov, which has been made more accessible and customer-centric with the help of CGI. • The community policing solution, Burgernet, in the Netherlands is a great success thanks to CGI, with more than 1.5 million people participating nationwide. • CGI helps clients such as 1 (German/Netherlands) Corps implement solutions that support NATO’s “Smart Defense” approach. 1GNC’s Command and Control Collaboration Portal is interoperable in all NATO structures. • CGI is developing the UK National Security Vetting Solution that will manage more than 200,000 security clearance applications each year. • CGI is part of the European Space Operations Centre team that guided Rosetta’s Philae probe to land on a comet. • We have delivered systems that produce weather satellite images and data across Europe, Asia Paci?c and Africa. cgi.com/government 25


LOGO

MANUFACTURING Enabling digitalization beyond organizational boundaries CGI serves manufacturing clients operating across a wide range of sectors, including mining, metals, pulp and paper, chemicals, aerospace, automotive, high tech, electronics and other industrial products. We listen. As part of our 2015 annual strategic planning process, we conducted 66 in-person interviews with IT and business leaders across 10 countries from a diverse mix of manufacturing industries. Key concerns include reducing costs while improving operational agility as well as innovation, getting to market faster and developing new services. For the ?rst time, social media and digital customer engagement also are top of mind. Digitally executed manufacturing is required to achieve the agility needed to compete. New technologies must be leveraged and the traditional B2B philosophy must extend to the customer in a B2B2C model. These pressures are driving a focus on optimization across the enterprise and beyond, and increased personalization and servitization. Top industry trends Increasing pressure to reduce costs 85% Increased focus on innovation 68% Achieving growth from BRIC countries 62% Greater use of social media 28% Implementing smart or digitally executed manufacturing 17% 0% 30% 60% 90% % of respondents Top IT priorities • Improving data quality and analytics through master data management • Achieving greater ef?ciency and agility by rationalizing and modernizing applications • Driving smarter manufacturing by leveraging digital technology • Enabling end-to-end visibility by achieving digital continuity across internal and external networks • Reducing costs through agile infrastructure and SaaS models 26


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. In response to these trends and priorities, CGI is helping clients use IT as an enabler to support them on their digital transformation journeys. Areas of innovation Business outcomes Business process transformation: We provide process • Reduced costs improvement and digitalization across the value chain • Greater visibility across the value chain and deliver IT modernization and application portfolio • Increased productivity and shorter time to market rationalization, standardization and outsourcing. Supply chain optimization: We help clients through • End-to-end operational excellence business and IT consulting and technology selection and • Smart manufacturing enablement implementation. Our Manufacturing Atlas solution offers • Greater ability for personalization a proven methodology for optimizing manufacturing IT and operations. Manufacturing execution system (MES) excellence: • Greater visibility and control over plant operations We assist with MES business strategy and technology • Reduced costs and increased ef?ciency selection, implementation and lifetime management. CGI has served on the board of the Manufacturing Enterprise Solutions Association (MESA) for 9 years. (Learn about our 16th annual MES product survey at cgi.com/MES.) Internet of Things (IoT): We partner with clients to • Smart manufacturing enablement implement solutions using IoT, mobility and other • Higher productivity and quality enabling technologies in areas such as field and • Greater ability to enable new services predictive maintenance. Big data analytics: We use our Data2Diamonds • Better, more actionable insights approach, predictive analytics, supply chain and • Enhanced customer experience customer intelligence to extract actionable insights from large volumes of data in our clients’ products and business systems. Cybersecurity: Increasing the speed to address a breach • Higher levels of security and compliance requires fundamental process changes. We help clients • Ability to promote secure data sharing assess and address their cyber risks, provide continuous • Foundation for Industry 4.0 and real-time monitoring, and put in place the necessary processes and defenses. Nissan Europe increases marketing ef?ciency through a 360° customer view Nissan Europe, serving 23 countries with very different markets, was faced with a lower customer retention rate than its main competitors. In order to achieve critical business objectives, Nissan needed a 360° customer view to support sales and marketing operations across the entire customer life cycle. CGI helped design and integrate the solution, and currently hosts and runs a complete system for Nissan Europe, which includes: • A customer database to support a 360° customer view • A robust data quality platform to structure, clean, match and enrich data from 100 internal and external sources • A marketing campaign platform The benefits were seen quickly. The conversion rate was increased due to better customer knowledge and better customer segmentation, particularly with the introduction of specific scores like the “Expected Repurchase Date,” all of which allowed Nissan Europe to significantly improve targeting accuracy and campaign performance. The solution has been rolled out in 16 countries across Europe, and more rollouts in new countries are planned. Nissan was not data driven and had critical business data scattered in multiple systems, with all the limitations that this implies. The Customer 360° view solution allows us to integrate data sources, select the best information from each and build a complete and up-to-date view of each customer. This knowledge allows us to improve our customers’ experience with Nissan. CGI has been instrumental in allowing Nissan Europe to overcome data fragmentation and create a single source of truth for customer data. We are now able to better segment, target and address our customers’ expectations, resulting in a significantly higher conversion rate. Nicolas Verneuil, Customer Experience General Manager, Nissan Europe Montigny, France cgi.com/manufacturing 27


LOGO

RETAIL & CONSUMER SERVICES Personalizing the omni-channel customer experience through digital business transformation CGI serves more than 700 clients globally within the retail, wholesale, consumer packaged goods and consumer services sectors. We deliver value throughout the entire value chain, from the supplier to the end customer. Our clients partner with us to help design, operate and manage their businesses. We listen. As part of our 2015 annual strategic planning process, we conducted 76 in-person interviews with retail and consumer services clients across 11 countries. A main focus continues to be the convergence between the physical and digital worlds. As customer shopping behaviors continue to change and expectations continue to rise, retailers need to implement seamless omni-channel strategies to improve the overall customer experience, enhance personalization and provide real-time offers—leading to improved loyalty, differentiation and growth. Top industry trends Enabling an integrated, seamless omni-channel experience 74% Improving the digital customer experience 70% Need for ?exible and agile IT infrastructures 65% Addressing increasing customer expectations 55% Better use of big data and predictive analytics 45% Improved cybersecurity to protect against data breaches 39% 0% 20% 40% 60% 80% % of respondents Top IT priorities • Improving customer experience through increased digitalization and mobility • Enhancing customer personalization through master data management and analytics • Enabling end-to-end operational visibility through supply chain optimization • Further enhancing the physical and digital (“phygital”) strategies by enabling omni-channel • Protecting organizational and customer data by tracking and tracing security vulnerabilities • Bringing new capabilities to market faster and more cost effectively through agile infrastructures 28


LOGO

2015 ANNUAL REVIEW We innovate. We deliver. CGI is helping some of the world’s leading retail and consumer services organizations drive innovation—from “phygital” transformation and supply chain optimization, to real-time customer insight and track and trace security monitoring. Areas of innovation Business outcomes Digital transformation and mobility: We provide • Shopping any time, any place, on any device integration services for the physical and digital worlds, • Seamless, personalized customer shopping experience creating a “phygital” customer experience using a wide across all channels range of technologies, including mobile, the Internet of Things (IoT), cloud, beacons, MPOS/clienteling and wearables. IT and business process optimization: CGI provides • Increased agility to respond to changing market a broad range of business and IT consulting services and customer demands that optimize systems and processes across the entire • Full operational visibility across all channels value chain. • Reduced costs Big data and predictive analytics: We deliver real-time • Better understanding of customer expectations insight into customer behaviors through the latest • Ability to surface actionable data for insights that technologies, such as predictive analytics. improve the customer experience • Enhanced personalization Cybersecurity: CGI provides end-to-end cybersecurity • Improved level of protection for organizational capabilities, real-time monitoring and managed and customer data cybersecurity services. • Proactive identi?cation and real-time resolution of cybersecurity threats CGI partners with Clarins Group on supply chain and sales management transformation Clarins Group is partnering with CGI on a strategic initiative to transform its supply chain and sales management processes worldwide. With CGI’s help, Clarins Group is implementing new technologies and processes to improve operational efficiency, decrease the level of its inventories and improve budgeting and forecasting, while simplifying its overall IT environment. The transformation of our supply chain and sales management processes is a strategic program for Clarins Group. As a business partner within the company, our mission is to improve our manufacturing, sales and ?nancial performance, which we measure through indicators such as ?ll rate and working capital. Over the past four years, CGI has been a stable and persevering partner to support us in achieving this complex business and IT transformation. Denis Martin, COO, Clarins Group Paris, France CGI’s Mobilog solution revolutionizes Lassila & Tikanoja’s mobile workforce management Lassila & Tikanoja’s 4,000 cleaning workers use CGI’s Mobilog solution to manage recurring administrative tasks such as recording work hours. The mobile application for smartphones combines time- and location-based information with near field communication (NFC) technology, making manual entry of hours, as well as paper-based timesheets, unnecessary. As a result, Lassila & Tikanoja has been able to drive efficiencies, productivity and cost savings through enhanced mobile workforce management. We are a diversi?ed company whose services require mobile work. For our employees, this transformation has been a welcome relief. For example, the need to verbally agree on things through phone calls has clearly decreased. Harri Karjalainen, CIO, Lassila & Tikanoja Helsinki, Finland cgi.com/retail 29


LOGO

COMMUNICATIONS Helping clients win the digital battle for customers With a strong track record of delivery excellence, CGI is a partner to 6 of the largest communications service providers (CSPs) in the world. We listen. As part of our 2015 annual strategic planning process, we conducted 62 in-person interviews with communications clients in 13 countries. These companies are focused on expanding their services into complementary markets, providing an omni-channel customer experience, and pursuing digital innovation to win customers in a highly competitive and regulated market. They seek to evolve their ecosystems to support new partnerships and business models to generate new revenue streams and go to market faster. All of this relies on the continued modernization and integration of their operational and business support systems. Top IT priorities Top industry trends • Enabling greater agility, ef?ciency and speed Winning the digital battle for the customer 70% to market through IT transformation Increasing market saturation 53% • Personalizing the customer experience through omni-channel strategies Addressing regulators’ impact on revenue 50% • Greater use of data analytics and business Continuing globalization/consolidation 48% intelligence Increased competitive disruption between 47% • Reducing cybersecurity risk traditional and non-traditional providers • Achieving tangible bene?ts from the 0% 20% 40% 60% 80% 100% Internet of Things (IoT) % of respondents We innovate. We deliver. In response to these trends and priorities, CGI is focused on providing innovative digital business solutions, end-to-end managed services, global delivery options and operational excellence. Areas of innovation Business outcomes Business and IT transformation: We help CSPs • Significant cost reduction evolve their business support and partner systems and • Greater operational efficiencies processes with transformational outsourcing (high-quality • Ability to focus on the core business application, infrastructure and business process services • Accelerated time to market supported by our global delivery network) and application modernization services. Digital customer experience: We advise our clients • Seamless and personalized omni-channel and deliver solutions to improve the customer experience customer experience and digital commerce across devices and stores. • New revenue streams • Optimized costs across all channels Big data analytics: Our Data2Diamonds methodology • Improved customer experience and loyalty and services help CSPs derive insight from customer and • Increased revenue with more targeted services operational information to better manage churn, marketing • Improved asset utilization and planning. Cybersecurity: CGI’s high-value cybersecurity services for • Protection of customer and business data CSPs include risk assessments, managed security services, and identity and access management, including advanced biometrics solutions. IoT: We help clients realize the tangible benefits of IoT • New revenue streams through consulting, business enablement and M2M platforms. • Cost savings Revenue recovery: We strive to turn collections into • Recovery of significant amounts of otherwise lost revenue a strategic asset for revenue recovery, risk mitigation, • Reduced DSO and operational costs customer retention and cost reduction, powered by the CGI Collections360 solution. Our success in the Internet of Things has been recognized by industry analysts for the last four years. We are pleased to be partnering with CGI to develop innovative IoT propositions and open up new opportunities for businesses across industries. Matt Key, Commercial Director, Vodafone M2M, Vodafone Newbury, United Kingdom 30 cgi.com/communications


LOGO

POST & LOGISTICS 2015 ANNUAL REVIEW Strengthening customer focus and achieving cost savings CGI has decades of experience in delivering large-scale services and solutions to postal, parcel, express and logistics service organizations around the world. We listen. As the post and logistics business landscape continues to experience disruptive business model change, customer centricity and budget pressures are key areas of focus for clients. Globalization is driving change as our clients seek to become more competitive while complying with safety, security and sustainability mandates. As part of our 2015 annual strategic planning process, CGI met face-to-face with post and logistics clients in 8 countries to understand their challenges and priorities. Top IT priorities Top industry trends • Modernizing legacy IT Becoming more customer-centric 83% • Harnessing big data analytics and business intelligence Addressing budget pressures 83% • Improving transport management systems • Improving cybersecurity Changing the mix of delivery modes 58% • Leveraging the Internet of Things (IoT) Globalization of the business model 50% Compliance with safety and security standards 50% Meeting sustainability mandates 50% 0% 20% 40% 60% 80% 100% We innovate. We deliver. % of respondents CGI partners with post and logistics companies worldwide to drive customer focus, cost savings and competitive advantage through IT modernization, digital business transformation solutions, big data analytics and other advanced technologies. Areas of innovation Business outcomes IT modernization: We modernize clients’ systems using a • Reduced operational costs unique application modernization roadmap and portfolio • Increased collaboration, agility and sustainability management approach, while delivering modern enterprise • Improved customer focus asset management, enterprise resource planning and supply chain management systems. For example, with the support of CGI’s application development and management services, 25 million Nordic residents, plus 2 million businesses, receive 5.9 billion letters, 110 million parcels and 2.5 billion kilograms of goods delivered by PostNord. Digital transformation: Through digital and IoT technologies, • Omni-channel enablement and integration we help clients enhance processes through interconnected • Enhanced customer experience devices and effective data management. • Improved sustainability, safety and reliability Big data analytics: As part of iCargo, a European research • Easy, secure and controlled access to data project, CGI collaborates with other innovators to explore • Greater understanding of customer behaviors and develop logistics solutions for harnessing the power of and expectations real-time information across the entire supply chain. • Improved ?eet management Transport management systems: We build and implement • Increased operational efficiencies intelligent transport management systems to transform • Reduced fuel costs and optimize the planning, execution and measurement of • Improved sustainability freight movements. Physical and cybersecurity: Our security experts • Protection of business and customer data assess, monitor and prevent internal and external security • Advanced cloud-based security attacks through advanced security technologies and • Compliance with current and emerging security-related end-to-end services. laws and regulations We have rigorous requirements for stable and secure IT delivery, and our mission-critical applications must be available 24x7. It is important to us that we have an IT partner that understands our business and provides consistent, high-quality IT support that evolves with our needs. Through our long-time collaboration with CGI, we have bene?tted from not only high-quality but cost-effective IT service delivery. Tina Rundström, CIO, DB Schenker Sweden Gothenburg, Sweden cgi.com/post-and-logistics 31


LOGO

INNOVATION 32


LOGO

2015 ANNUAL REVIEW Innovation@CGI For clients introducing new products or services, expanding globally, transforming their organizations or taking customer and citizen service to new levels, CGI delivers tangible innovation that works. At CGI, we use the phrase “tangible innovation” to demonstrate our focus on innovation that extends beyond ideas into real-world, practical and outcome-driven results. For every industry in which our clients operate, we apply innovative technologies and processes that ensure our clients achieve high performance and maximize their return on investment. Whether implementing new systems and solutions or making the most of clients’ current investments, CGI has a track record of developing and evolving solutions to meet our clients’ ever-changing business needs. We follow a practical and collaborative approach to help clients innovate across business and technology environments at every stage of transformation—from strategy to execution. Harnessing new ideas to enable our clients’ transformation CGI’s ICE (Innovation, Creativity and Experimentation) Program generates, assesses and funds innovative grassroots ideas and promotes a culture of innovation throughout CGI to bene?t our clients. Across the company, we run ICE program “calls to action” through which we pose a business challenge or opportunity and ask our professionals to submit ideas and contribute their insight on other ideas. Each submission goes through a process that includes: • Executive-level sponsorship and the support of local innovation champions • Collaboration and assessment by peers • Business unit selection based on client proximity needs • Innovation Council review and prioritization • Funding • Development of prototypes and demos • Client participation with the proof of concept This ongoing collaboration, assessment, visibility and accountability enable the best ideas to rise to the top to bene?t our clients. (Learn more at cgi.com/ICE.) ICE@Work Since 2014, the ICE program has generated more than 2,000 submissions that have resulted in 21 co-funded ideas. These ideas span our clients’ industries and feature digital transformation enablers, such as mobility, big data analytics, the Internet of Things (IoT) and cloud computing. Here is a sampling of ICE program solutions. Streamlining the digital customer experience Receiving a basic auto insurance quote is a time consuming process for a customer. On average, it takes approximately 6 minutes to ?ll in 50 ?elds using about 110 clicks. To streamline this process and help our insurance clients be more competitive, CGI experts are developing the Two Click Quote app that enables driver information, including claims history and related risk information, to be uploaded for the immediate output of a quote. Harnessing the power of data and connected objects CGI is developing an advanced monitoring and remote sensing solution called StormNet to predict the likelihood of harmful algal bloom events. The solution uses advanced IoT monitors, remote sensing imagery, cloud-based data processes and predictive analytics. While the solution is being developed for U.S. federal government clients, a successful StormNet proof of concept will be leveraged across CGI to bene?t our clients around the globe. Leveraging the on-demand economy to provide new services To help clients bene?t from the collaborative consumption business model, a CGI team in Sweden developed the CGI Sharing Platform. The initial proof of concept for this platform is the Match Drive app, which enables car rental companies to promote transportation sharing. The platform also will support a variety of asset sharing services that will enable CGI clients to offer new on-demand services to their customers. 33


LOGO

INNOVATION Delivering proven CGI-built solutions that power clients’ operations CGI has a proven track record of turning ideas into commercially viable solutions that drive better operational performance and transformation of our clients’ businesses. We offer more than 150 mission-critical IP solutions that deliver innovation across the industries we serve. These solutions include software applications, reusable frameworks and digital delivery methods that represent years of investment in capturing our industry and technology expertise. Many of these solutions offer 360-degree support of our clients’ businesses—from the design to the build, operations and maintenance of the solution. Through our end-to-end services portfolio, clients benefit from the full scope of our expertise and global delivery capabilities. Around the globe, CGI solutions support key business functions by combining mission-critical IP with digital enablers, including cybersecurity, cloud enablement, enterprise mobility, IoT and data analytics. Key cross-industry solutions include: • Credit, collections, payment, trade and foreign exchange • Machine learning/intelligent self-learning (ISL) • Smart grids and metering • Supply chain acceleration and life cycle management • Global customer care • Enterprise resource planning • Electronic records management • Case management • Mobile asset and workforce management • Intelligent transport and real estate systems As clients work to transform their businesses, CGI solutions are supporting the ef?cient, cost-saving management of their legacy investments and accelerating the adoption of new pro?t-driving services and solutions. Recognizing the critical importance of CGI IP to our clients, we continue to invest in and develop our portfolio and drive proven and repeatable solutions across our industries and geographies. (Learn more at cgi.com/solutions.) CGI IP@Work Our focus is building solutions that successfully power and transform our clients’ businesses. Here are a few examples of how CGI’s solutions benefitted our clients and made headlines in 2015. • Using IoT and other digital technology, CGI’s IBOR solution centrally manages public assets for city optimization and energy savings, reducing costs as much as 40% for street lighting. • CGI’s Chargepoint Interactive Management System (CiMS) supports intelligent electronic vehicle charging infrastructure and transaction and subscriber management. • CGI CommunityCare360’s patient-centric care management solution is used by more than 10,000 clinicians and mobile care workers, increasing time dedicated to in-home patients as much as 30%. • CGI was recognized for best-of-breed utilities information technology and operational technology (IT-OT) integration services and named a “market leader” in an Ovum report titled, “Ovum Decision Matrix: Selecting an IT-OT Integration Partner, 2014-15.” • CGI Trade360, a global SaaS platform for running banks’ trade and open account business, supports bank trade services for more than 30,000 portal users in 80 countries. • More than 1 billion transactions are managed by CGI systems in the areas of collections, trade ?nance, payments, and insurance underwriting and claims settlement. • CGI received two Center for Digital Government “Best Fit Integrator” awards for our work with the City of Los Angeles and the Kentucky Department of Revenue, which use CGI Advantage ERP (for ?nancial management) and CACS-G (government collections system), respectively. • Our Pragma and ARM solution suites provide asset, outage and mobile workforce management systems for 7 of the top 20 largest electric utilities in the world. • Our global solutions, including CGI Atlas360 and CGI Case Management, facilitate the migration of client business processes to digital automation. • At the forefront of central energy markets for two decades, we built and implemented 11 of the central market energy clearing houses in the world today. 34


LOGO

2015 ANNUAL REVIEW Innovating with our clients Innovation has been at the core of who we are and what we do for 40 years. Our clients choose CGI for the progressive and practical ideas, approaches and technologies we bring to achieve their business results. During 2015, we conducted 5,974 in-person client satisfaction assessments and received an average 8.75 out of 10 rating for being an “expert of choice,” which measures the value of our support to clients based on our industry knowledge and technology expertise. As we look ahead, we welcome the opportunity to help our clients succeed as we work together to transform for the digital world. Our local proximity business model enables CGI to take a client-centered approach to drive this innovation and satisfaction while maintaining strong delivery excellence. Across our global operations, we regularly meet with clients through various client conferences, tradeshows and other events to work together to ?nd solutions that drive meaningful outcomes. In June, CGI’s Rotterdam office opened the Netherlands’ Spark Innovation Center. This state-of-the-art facility works on behalf of clients to develop and apply new ideas and technologies to move their businesses forward. In November, CGI’s Netherlands operations were selected as the ICT service provider of the year during the 2015 Computable Awards. 35


LOGO

CORPORATE SOCIAL RESPONSIBILITY (CSR) Building sustainable communities alongside our clients CSR always has been an intrinsic part of the CGI business model and culture. Through our local proximity operating model, we forge deep relationships with our clients and communities to invest in environmental sustainability, education, health and other social initiatives that advance the greater good at the local, regional and global levels. Throughout 2015, CGI invested across the communities in which we live and work. Below are some of those projects. Partnering with clients to build strong communities • Airbus Group renewed a contract with CGI in February 2015 for the support of its HR applications. As part of the agreement, and in alignment with Airbus and CGI’s ongoing commitment to supporting people with disabilities, the partnership also includes actively onboarding professionals with disabilities. • CGI teams in Germany and the Netherlands developed an Internet of Things (IoT) solution to make a train station operated by client Deutsche Bahn more sustainable as part of a pilot project. The solution, which enables half illumination at night, is expected to generate 15% in energy savings without replacing any light technology and to lower maintenance costs by extending the life of the lamps. • CGI’s operations in Finland have reduced its carbon footprint by 50% in 2015 compared to our 2008 base year, thus reducing the carbon footprint of our clients’ supply chains. • In 2015, CGI represented the Swedish Financial Coalition on a panel of a conference in the European Parliament. The panel’s theme, “A stronger public–private partnership to fight the commercial sexual exploitation of children online,” was arranged by the European Financial Coalition Against Commercial Sexual Exploitation of Children Online. The invitation to participate is a result of our partnership that began in 2007 when CGI client Skandiabanken asked for help in developing a solution to track payment transactions related to child sexual abuse material. CGI is deeply involved with the Swedish Financial Coalition, a group of banks, ?nancial institutions and NGOs that collaborate to prevent payments related to the sexual abuse of children. • CGI contributed to the revitalization of the Mauricie region in the province of Quebec by opening a world-class center of excellence in Shawinigan, Canada. We also opened a global retail and consumer services center of excellence in Lille, France. Each center will provide global delivery services on behalf of our clients and create 300 high-quality IT jobs over the next 3 years. CGI renewed listings and was included within top CSR indices that cover sustainability-driven companies worldwide, including RobecoSAM and S&P Dow Jones Sustainability Indices, MSCI and ECPI. CGI is also a constituent of the FTSE4Good Index Series. “CGI through the lens of our members” In commemoration of our 40th anniversary, we created a photo book of our members’ photography to serve as a memento of the journey we’ve taken to build a culturally and geographically diverse company dedicated to serving our clients and communities around the world. The book captures and shares the spirit of the local communities in which we live and work. From the landscapes and skylines we see, to the people and passions that make up our experiences and cultures, this photo book showcases the diversity and richness of CGI. 36


LOGO

2015 ANNUAL REVIEW Making a difference in communities worldwide • Supporting Canada’s culture of giving: CGI developed a website for the Our commitments Rideau Hall Foundation and the Governor General of Canada’s My Giving Moment campaign to support the campaign’s objective of creating a new CSR is one of CGI’s six core culture of giving and fostering a smarter, more caring Canada. Since 2005, values and, as part of our global CGI and its Canadian employees have raised more than $10 million dollars CSR policy, we embrace the in support of United Way Centraide across the country, making a lasting following principles: difference in Canadian communities. • To provide our professionals • Making Louisiana’s Bayou Vermillion more accessible: A CGI team in with health, wellness and Lafayette, Louisiana, is making the Bayou Vermilion more accessible for ownership programs that citizens. Through the CGI-created geospatial Paddle Trail App, people can positively in?uence their explore the bayou virtually. A 3D touch screen version of the app will be well-being and satisfaction featured at the Lafayette Science Museum • To partner with our clients • Serving as the digital partner for France’s TEKNIK project: CGI is the to deliver energy and digital partner for the TEKNIK project in France. The project mobilizes environmental sustainability companies to educate young students on 14 main industries and to help solutions and to collectively support charitable causes them discover technology jobs. • To support our communities • Helping to empower citizens of the United Kingdom: In the UK, through causes that improve CGI is a corporate patron of The Prince’s Trust, which provides support their social, economic and to disadvantaged young people, helping them to develop the skills environmental well-being needed to pursue education and employment, and is a partner with • To improve the environment Cre8te Opportunities Limited, an Edinburgh-based social enterprise that through environmentally- supports digital training for its citizens. CGI’s UK operations also partner friendly operating practices, with SportsAid to support young sporting talent of the future and are the of?cial Systems Integration, BPS and IT Outsourcing partner of Team community service activities England, Team Wales and Team Scotland on their journeys to the 2018 and green IT offerings Commonwealth Games. • To operate ethically through • Bene?tting women throughout India: CGI members in India celebrated a strong code of ethics and International Women’s Day by engaging in a wide range of CSR activities good corporate governance to benefit women within their local communities—from collaborating with • To recognize the importance anti-poverty and elderly care charities, to conducting a free medical camp of responsible supply chain in a low-income area, to supporting women entrepreneurs. These initiatives management were led by Women.Who.Win. (W3), CGI’s diversity and inclusion-oriented community of women members in India. cgi.com/csr 37


LOGO

CGI’S GLOBAL FOOTPRINT A strong local presence in 400 communities around the world Juneau CANADA Edmonton Markham Saskatoon Mississauga Calgary Toronto Regina Vancouver Victoria Saguenay Seattle Québec City Olympia Shawinigan Stratford Fredericton Montréal Minneapolis Ottawa Sherbrooke Moncton UNITED STATES St. Albans City Halifax OF AMERICA Somersworth Lansing Albany Detroit Wilmington Buffalo Mansfield Boston Chicago Hartford Cleveland Gales Ferry Jersey City Norwalk Pittsburgh Philadelphia Denver New York City Aurora Columbus Lakewood Athens Sacramento Fairview Heights Oakland Frankfort San Francisco Aberdeen Manassas Lebanon Alexandria Newport News Oklahoma City Durham Annapolis Junction Norfolk Fayetteville Baltimore Richmond Lawton Huntsville Atlanta Dumfries Sterling Los Angeles Hot Springs Columbia Phoenix Fairfax Washington, D.C. Tempe Bedford Birmingham San Diego Lexington Park Fort Worth Dallas Charleston Tucson El Paso Troy Sierra Vista San Angelo Belton Lafayette Austin Houston New Orleans Orange Park San Antonio Tampa Americas Miami Honolulu BRAZIL Mogi das Cruzes São Paulo 38 cgi.com/offices


LOGO

2015 ANNUAL REVIEW Kiruna FINLAND Europe Gällivare Tornio SWEDEN Luleå Oulu Skellefteå Umeå Örnsköldsvik Östersund Vaasa Kuopio Härnösand Jyväskylä Joensuu Sundsvall NORWAY Mikkeli Pori Lappeenranta Gävle Turku Espoo Oslo Borlänge Västerås Helsinki Haugesund Grålum Hämeenlinna Stockholm ESTONIA Tønsberg Tallinn Kouvola Stavanger Tartu Lahti Riihimäki Aberdeen Aalborg Bromölla Tampere UNITED KINGDOM DENMARK Eskilstuna Herning Aarhus Göteborg Glasgow Edinburgh Copenhagen Jönköping Newcastle Kolding Malmö Kalmar Karlskrona Arnhem Karlstad Didsbury Hamburg NETHERLANDS Eindhoven Linköping St Asaph POLAND Groningen Berlin Norrköping Warsaw Heerlen Örebro GERMANY Hoofddorp Oskarshamn Birmingham Bridgend BELGIUM Wroclaw Rotterdam Skara Brentwood CZECH REPUBLIC Bristol LUXEMBOURG Prague Krakow Ostrava Brussels Colchester Brno Gloucester Rennes SLOVAKIA Brest Le Mans Bertrange Leatherhead Nantes Orléans Munich Bratislava London FRANCE Bremen Milton Keynes Niort Limoges Lyon Darmstadt Reading Clermont-Ferrand Düsseldorf St Albans Grenoble Bordeaux Erfurt Toulouse Nice ITALY Hannover Pau Montpellier Aix-en-Provence Karlsruhe Köln Frascati Leinfelden-Echterdingen SPAIN Mannheim Porto Sulzbach PORTUGAL Madrid Wolfsburg Lisbon Amiens Sacavém Lille Málaga Sintra Paris Saint-Denis Rabat Strasbourg Casablanca MOROCCO INDIA Mumbai Hyderabad Manila Bangalore Chennai PHILIPPINES Kuala Lumpur MALAYSIA SINGAPORE AUSTRALIA Brisbane Sydney Canberra Asia Paci?c Melbourne Hobart 39


LOGO

CGI’s leadership team CGI’s management team includes seasoned experts within the IT services industry who develop strategies to satisfy the needs of our three stakeholders—clients, members and shareholders— and work to ensure all stakeholders’ success. Corporate services Serge Godin Michael E. Roach George D. Schindler François Boulanger Benoit Dubé Founder and President and Chief Operating Executive VP and Executive VP, Executive Chairman Chief Executive Of?cer Chief Financial Chief Legal Of?cer of the Board Of?cer Of?cer and Corporate Secretary Global operations EASTERN, CENTRAL FRANCE, AND SOUTHERN LUXEMBOURG ASIA PACIFIC CANADA EUROPE AND MOROCCO Colin Holgate Mark Boyajian João Baptista Jean-Michel Baticle President President President President Mark Aston Réjean Bernard Ron de Mos Philippe Bouron South East Asia Global Infrastructure Services Netherlands Business Consulting Colin Holgate Shawn R. Derby José Carlos Gonçalves Fabien Debû Australia Western Canada Southern Europe and Brazil France East Rakesh Aerath Michael Godin Dariusz Gorzeñ Laurent Gerin Multi-Industry and National Capital Region Poland Innovation Center Government Delivery of Excellence Roy Hudson Torsten Straß Center, India Communications Services Germany Stéphane Jaubert Vinayak Hegde Business Consumer Packaged Goods Štefan Szabó Financial Services Delivery Retail and North Marie T. MacDonald Czech Republic, Slovakia Center, India Greater Toronto Commercial and Eastern Europe David Kirchhoffer George Mattackal and Public Services Financial Services Frank van Nistelrooij Communication and Jay Maclsaac Services to Shell Gilles Le Franc Enterprise Services Delivery Atlantic Canada France West Center, India Ben Vicca Claude Marcoux Belgium Michel Malhomme Sridhar Ramamurthy Québec City Global Delivery Center Global Infrastructure Services Delivery Peter Sweers Pierre-Dominique Martin Center, India Banking and Global Wealth Public Sector, HR and Sudhir Subbaraman Transportation Solutions Delivery Guy Vigeant Center, India Greater Montréal Sassan Mohseni Energy and Utilities, Telecommunications Hervé Vincent Manufacturing 40


LOGO

2015 ANNUAL REVIEW Stuart A. Forman Julie Godin Lorne Gorber Doug McCuaig Luc Pinard Claude Séguin Senior VP, Executive VP, Executive VP, Executive VP, Executive VP, Senior VP, Global Chief Global Human Global Global Client Corporate Corporate Information Of?cer Resources and Communications Transformation Performance Development Strategic Planning and Investor Services and Strategic Relations Investments NORDICS UNITED KINGDOM UNITED STATES Heikki Nikku Tim Gregory Dave Henderson President President President Pär Fors David Fitzpatrick Lynne Bushey Tim Hurlebaus Sweden Global Infrastructure Services Mid-Atlantic President, CGI Federal Leena-Mari Lähteenmaa Matthew Grisoni Dave Delgado Patrick Dougherty Global Infrastructure Oil & Gas and Industries West Defense Programs Services Nordics and GSS-CGI Tara McGeehan Ned Hammond Martin Petersen Energy, Utilities and Global Infrastructure Services Sandra Gillespie Denmark Telecommunications and Onshore Delivery Health and Compliance Olav Sandbakken Steve Smart Christopher James Stephanie Mango Norway Space, Defence, National Industry Solutions Security, Administrative, and Cyber Security Judicial and Enforcement Tapio Volanen John Roggemann Finland and Estonia Steve Thorn Central and South Dave Ralston Public Sector Government Secure Steven Starace Solutions, CGI Inc. Mike Whitchurch Northeast Financial Services and Digital Tim Turitto Regulatory Agency Programs Kenyon Wells International Diplomacy, Assistance and Commerce 41


LOGO

The CGI Constitution While most companies have a vision and mission, CGI goes a step beyond. We have a company dream, which emphasizes the enjoyment and ownership principles essential to our success. The CGI dream, together with our vision, mission and values, make up the CGI Constitution. With frameworks and programs founded upon this Constitution, CGI’s professionals have the opportunity to participate in the life and development of their company, which, in turn, results in client loyalty and shareholder growth. Our dream To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of. Our vision Our mission To be a global world class information technology To help our clients succeed through outstanding quality, and business process services leader helping competence and objectivity, providing thought leadership our clients succeed. and delivering the best services and solutions to fully satisfy client objectives in information technology, business processes and management. In all we do, we foster a culture of partnership, intrapreneurship, teamwork and integrity, building a global world class information technology and business process services company. Our values PARTNERSHIP AND QUALITY RESPECT For us, partnership and quality are both a philosophy and In all we do, we are respectful of our fellow members, a way of life. We constantly deepen our understanding clients, business partners and competitors. As a global of our clients’ business and we develop and follow the best company, we recognize the richness that diversity brings to management practices. We entrench these approaches the company and welcome this diversity while embracing into client relationship and service delivery frameworks the overall CGI business culture. in order to foster long term and strong partnerships with our clients. We listen to our clients and we are committed FINANCIAL STRENGTH to their total satisfaction in everything we do. We strive to deliver strong, consistent ?nancial performance which sustains long term growth and bene?ts OBJECTIVITY AND INTEGRITY both members and shareholders. Financial strength We exercise the highest degree of independent thinking enables us to continuously invest in our members’ in selecting the products, services and solutions we capabilities, our services and our business solutions to the recommend to clients. In doing so, we adhere to the benefit of our clients. To this end, we manage our business highest values of quality, objectivity and integrity. We do to generate industry superior returns. not accept any remuneration from suppliers. We always act honestly and ethically. We never seek to gain undue CORPORATE SOCIAL RESPONSIBILITY advantages and we avoid con?icts of interest, whether real Our business model is designed to ensure that we are or perceived. close to our clients and communities. As members, we embrace our social responsibilities and contribute INTRAPRENEURSHIP AND SHARING to the continuous development of the communities Our collective success is based on our competence, in which we live and work. commitment and enthusiasm. We promote a culture of innovation and initiative where we are empowered with a sense of ownership in supporting clients, thus ensuring our pro?table growth. Through teamwork, sharing our know-how and expertise across our global operations, we bring the best of CGI to our clients. As members, we share in the value we create through equity ownership and pro?t participation. 42


LOGO

Looking ahead… 40 years and counting. In 2016, CGI commemorates its 40th year in business. We thank you, our clients, for helping us reach this important milestone. With a strong commitment, we have always responded to the rapidly evolving needs of your business. To all those with whom we have had the privilege of working, thank you. We look forward to the journey ahead. This milestone marks only the beginning. IT services is the enabler to support our clients’ digital transformation as they seek to capitalize on the promises of becoming customer- and citizen-centric digital organizations. CGI looks forward to serving as your trusted and innovative partner on the journey ahead. The future has never looked so bright.


LOGO

Founded in 1976, CGI is one of the largest IT and business process services providers in the world. With 65,000 professionals operating across 40 countries, CGI helps clients become customer-centric digital organizations. We deliver high-quality business consulting, systems integration and managed services, complemented by more than 150 IP-based solutions and best-?t global delivery options, to support clients in lowering the costs of running their business and reinvesting savings into their digital transformation success. CGI has an industry-leading track record of delivering 95% of projects on time and within budget, aligning our teams with clients’ digital strategies to achieve top-to-bottom line results. cgi.com © 2015 CGI Group Inc. CACS-G, CGI Advantage ERP, CGI Atlas360, CGI Collections360, CGI CommunityCare360, CGI Payments360, CGI Trade360, CGI Traf?c360, CGI Unify360, Data2Diamonds, Experience the commitment, Exploration2Revenue, HotScan, Pragma, Pro Logistica, ProSteward360, Ratabase and Sovera are trademarks or registered trademarks of CGI Group Inc. or its related companies. Experience the commitment


CGI Group Inc.

2015 Annual Report

CGI’s 2015 Annual Report is comprised

of two separate volumes:

Volume 1: 2015 Annual Review

&

Volume 2: Fiscal 2015 Results

Volume 2 of the Annual Report

follows this page.

(this page does not form part of the Annual Report)


LOGO

Fiscal
2015
Results
Business and IT consulting
Systems integration
IT managed services
Business process services
BUILDING ON
40 YEARS
OF COMMITMENT
CGI
Experience of commitment


LOGO

 

     CONTENTS

 

      1 Management’s Discussion and Analysis

 

    58 Management’s and Auditors’ Reports

 

    62 Consolidated Financial Statements

 

  120 Shareholder Information

 

 

 

 

 

LOGO


FISCAL 2015 RESULTS

 

Management’s Discussion and Analysis

 

November 11, 2015

Basis of Presentation

This Management’s Discussion and Analysis of the Financial Position and Results of Operations (“MD&A”) is the responsibility of management and has been reviewed and approved by the Board of Directors. This MD&A has been prepared in accordance with the requirements of the Canadian Securities Administrators. The Board of Directors is ultimately responsible for reviewing and approving the MD&A. The Board of Directors carries out this responsibility mainly through its Audit and Risk Management Committee, which is appointed by the Board of Directors and is comprised entirely of independent and financially literate directors.

Throughout this document, CGI Group Inc. is referred to as “CGI”, “we”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the audited consolidated financial statements and the notes thereto for the years ended September 30, 2015 and 2014. CGI’s accounting policies are in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts are in Canadian dollars unless otherwise indicated.

Materiality of Disclosures

This MD&A includes information we believe is material to investors. We consider something to be material if it results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares, or if it is likely that a reasonable investor would consider the information to be important in making an investment decision.

Forward-Looking Statements

All statements in this MD&A that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, and are “forward-looking information” within the meaning of Canadian securities laws. These statements and this information represent CGI’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: the timing and size of new contracts; acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in the rapidly evolving information technology industry; general economic and business conditions; foreign exchange and other risks identified in the MD&A, in the Company’s Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com), CGI’s Annual Report on Form 40-F filed with the U.S. Securities and Exchange Commission (filed on EDGAR at www.sec.gov), as well as assumptions regarding the foregoing. The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information. You will find more information about the risks that could cause our actual results to differ significantly from our current expectations in section 10 – Risk Environment.

 

1


Management’s Discussion and Analysis

 

Non-GAAP and Key Performance Measures

The reader should note that the Company reports its financial results in accordance with IFRS. However, we use a combination of financial measures, ratios, and non-GAAP measures to assess our Company’s performance. The non-GAAP measures used in this MD&A do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS.

The table below summarizes our non-GAAP measures and most relevant key performance measures:

 

     

Profitability

  

  

Adjusted EBIT (non-GAAP) – is a measure of earnings excluding integration-related costs, restructuring costs, net finance costs and income tax expense as these items are not directly related to the cost of operations. Management believes this measure is useful to investors as it best reflects the profitability of our operations and allows for better comparability from period to period as well as to trend analysis in our operations. A reconciliation of the yearly and current quarter’s adjusted EBIT to its closest IFRS measure can be found on pages 21 and 38.

   
    

  

Net earnings prior to specific items (non-GAAP) – is a measure of net earnings excluding integration-related costs, restructuring costs, resolution of acquisition-related provisions1 and tax adjustments. Management believes that this measure is useful to investors as it best reflects the Company’s operating profitability and allows for better comparability from period to period. A reconciliation of the yearly and current quarter’s net earnings prior to specific items to its closest IFRS measure can be found on pages 23 and 39.

   
    

  

Basic and diluted earnings per share prior to specific items (non-GAAP) – is defined as the net earnings excluding integration-related costs, restructuring costs, resolution of acquisition-related provisions1 and tax adjustments on a per share basis. Management believes that this measure is useful to investors as it best reflects the Company’s operating profitability on a per share basis and allows for better comparability from period to period. The yearly and current quarter’s basic and diluted earnings per share reported in accordance with IFRS can be found on pages 22 and 38 while the yearly and current quarter’s basic and diluted earnings per share prior to specific items can be found on pages 23 and 39.

   
    

  

Net earnings – is a measure of earnings generated for shareholders.

   
    

  

Diluted earnings per share – is a measure of earnings generated for shareholders on a per share basis, assuming all dilutive elements are exercised.

 

     

Liquidity

  

  

Cash provided by operating activities – is a measure of cash generated from managing our day-to-day business operations. We believe strong operating cash flow is indicative of financial flexibility, allowing us to execute our corporate strategy.

   
    

  

Days sales outstanding (“DSO”) (non-GAAP) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by the quarter’s revenue over 90 days. Deferred revenue is net of the fair value adjustments on revenue-generating contracts established upon a business combination. Management tracks this metric closely to ensure timely collection, healthy liquidity, and is committed to a DSO target of 45 days or less. We believe this measure is useful to investors as it demonstrates the Company’s ability to timely convert its trade receivables and work in progress into cash.

 

 

1 

Resolution of acquisition-related provisions came from the adjustment of provisions that were established as part of the purchase price allocation for the Logica plc (“Logica”) acquisition. Subsequent to the finalization of the purchase price allocation such adjustments flow through the statement of earnings. Examples of the items that may be included in these benefits comprise the resolution of provisions on client contracts, the settlement of tax credits and the early termination of lease agreements.

 

2


FISCAL 2015 RESULTS

 

 

Growth

  

•  

  

Constant currency growth (non-GAAP) – is a measure of revenue growth before foreign currency impacts. This growth is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Management believes that it is helpful to adjust revenue to exclude the impact of currency fluctuations to facilitate period-to-period comparisons of business performance. We believe that this measure is useful to investors for the same reason.

   
    

•  

  

Backlog (non-GAAP) – Backlog includes new contract wins, extensions and renewals (“bookings”(non- GAAP)), partially offset by the backlog consumed during the year as a result of client work performed and adjustments related to the volume, cancellation and/or the impact of foreign currencies to our existing contracts. Backlog incorporates estimates from management that are subject to change. Management tracks this measure as it is a key indicator of management’s best estimate of revenue to be realized in the future and believes that this measure is useful to investors for the same reason.

   
    

•  

  

Book-to-bill ratio (non-GAAP) – is a measure of the proportion of the value of our bookings to our revenue in the period. This metric allows management to monitor the Company’s business development efforts to ensure we grow our backlog and our business over time and believes that this measure is useful to investors for the same reason. Management remains committed to maintaining a target ratio greater than 100% over a trailing 12-month period. Management believes that the longer period is a more effective measure as the size and timing of bookings could cause this measurement to fluctuate significantly if taken for only a three-month period.

 

     
Capital Structure   

•  

  

Net debt (non-GAAP) – is obtained by subtracting our cash and cash equivalents, short-term investments and long-term investments from our debt. Management uses the net debt metric to monitor the Company’s financial leverage. We believe that this metric is useful to investors as it provides insight into our financial strength. A reconciliation of net debt to its closest IFRS measure can be found on page 30.

   
    

•  

  

Net debt to capitalization ratio (non-GAAP) – is a measure of our level of financial leverage and is obtained by dividing the net debt by the sum of shareholder’s equity and debt. Management uses the net debt to capitalization metric to monitor the proportion of debt versus capital used to finance our operations and to assess the Company’s financial strength. We believe that this metric is useful to investors as it provides insight into our financial strength.

   
    

•  

  

Return on equity (“ROE”) (non-GAAP) – is a measure of the rate of return on the ownership interest of our shareholders and is calculated as the proportion of earnings for the last 12 months over the last four quarters’ average equity. Management looks at ROE to measure its efficiency at generating earnings for the Company’s shareholders and how well the Company uses the invested funds to generate earnings growth. We believe that this measure is useful to investors for the same reasons.

   
    

•  

  

Return on invested capital (“ROIC”) (non-GAAP) – is a measure of the Company’s efficiency at allocating the capital under its control to profitable investments and is calculated as the proportion of the after-tax adjusted EBIT for the last 12 months, over the last four quarters’ average invested capital, which is defined as the sum of equity and net debt. Management examines this ratio to assess how well it is using its funds to generate returns. We believe that this measure is useful to investors for the same reason.

 

Change in reporting segments

During our fourth quarter, we refined our management reporting and structure to better align to our client proximity model. As a result, the Company is now managed through the following seven segments, namely: United States of America (“U.S.”); Nordics; Canada; France (including Luxembourg and Morocco) (“France”); United Kingdom (“U.K.”); Eastern, Central and Southern Europe (primarily Netherlands and Germany) (“ECS”); and Asia Pacific (including Australia, India and the Philippines) (“Asia Pacific”). This MD&A reflects the current segmentation and therefore, is representing the transfer of our South Europe and Brazil operations from Nordics to ECS. Prior year segmented results have been revised. Please refer to sections 3.4 and 3.6 of the present document and to note 28 and note 12 of our audited consolidated financial statements for additional information on our segments and on the impact of the change in reporting segments on goodwill allocation.

 

3


Management’s Discussion and Analysis

 

MD&A Objectives and Contents

 

  Provide a narrative explanation of the audited consolidated financial statements through the eyes of management;

 

  Provide the context within which the audited consolidated financial statements should be analyzed, by giving enhanced disclosure about the dynamics and trends of the Company’s business; and

 

  Provide information to assist the reader in ascertaining the likelihood that past performance is indicative of future performance.

In order to achieve these objectives, this MD&A is presented in the following main sections:

 

Section   

 

Contents

 

      

Pages

 

 

 

1.     Corporate

        Overview

  

 

This includes a description of our business and how we generate revenue as well as the markets in which we operate.

     
   
    

1.1.      About CGI

    6
    

1.2.      Vision and Strategy

    7
    

1.3.      Competitive Environment

 

     

7

 

 

2.     Highlights and Key  Performance
 Measures

  

 

A summary of key achievements during the year, the past three years’ key performance measures, CGI’s share performance and other highlighted events.

     
  

 

2.1.      Fiscal 2015 Highlights

    9
    

2.2.      Selected Yearly Information & Key Performance Measures

    10
    

2.3.      Stock Performance

    11
    

2.4.      Restructuring Program

 

     

12

 

 

3.     Financial Review

  

 

A discussion of year-over-year changes to operating results between the years ended September 30, 2015 and 2014, describing the factors affecting revenue and adjusted EBIT on a consolidated and reportable segment basis, and also by describing the factors affecting changes in the major expense categories. Also discussed are bookings broken down by contract type, services type, segment and by vertical market.

     
   
    

3.1.      Bookings and Book-to-Bill Ratio

    13
    

3.2.      Foreign Exchange

    14
    

3.3.      Revenue Distribution

    15
    

3.4.      Revenue Variation and Revenue by Segment

    16
    

3.5.      Operating Expenses

    18
    

3.6.      Adjusted EBIT by Segment

    19
    

3.7.      Earnings before Income Taxes

    21
    

3.8.      Net Earnings and Earnings Per Share (“EPS”)

 

     

22

 

 

4


FISCAL 2015 RESULTS

 

Section   

 

Contents

 

      

Pages

 

 

 

4.     Liquidity

  

 

This includes a discussion of changes in cash flows from operating, investing and financing activities. This section also describes the Company’s available capital resources, financial instruments, and off-balance sheet financing and guarantees. Measures of liquidity (DSO) and capital structure (ROE, net debt to capitalization, and ROIC) are analyzed on a year-over-year basis.

 

     
  

4.1.      Consolidated Statements of Cash Flows

    24
    

4.2.      Capital Resources

    27
    

4.3.      Contractual Obligations

    28
    

4.4.      Financial Instruments and Hedging Transactions

    29
    

4.5.      Selected Measures of Liquidity and Capital Resources

    30
    

4.6.      Off-Balance Sheet Financing and Guarantees

    30
    

4.7.      Capability to Deliver Results

 

   

31

 

 

5.     Fourth Quarter
Results

  

 

A discussion of year-over-year changes to operating results between the three months ended September 30, 2015 and 2014, describing the factors affecting revenue, adjusted EBIT earnings on a consolidated and reportable segment basis as well as cash from operating activities.

 

       
   
    

5.1.      Foreign Exchange

    32
    

5.2.      Revenue Variation and Revenue by Segment

    33
    

5.3.      Adjusted EBIT by Segment

    36
    

5.4.      Net Earnings and Earnings Per Share

    38
    

5.5.      Consolidated Statements of Cash Flows

 

   

40

 

 

6.     Eight Quarter
 Summary

 

  

 

A summary of the past eight quarters’ key performance measures and a discussion of the factors that could impact our quarterly results.

 

     

 

42

 

 

7.     Changes in
 Accounting Policies

 

  

 

A summary of the future accounting standard changes.

 

   

 

44

 

8.     Critical Accounting  Estimates

 

  

 

A discussion of the critical accounting estimates made in the preparation of the audited consolidated financial statements.

 

     

 

45

 

9.     Integrity of

        Disclosure

  

 

A discussion of the existence of appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete and reliable.

 

     

 

48

 

 

10.   Risk Environment

  

 

A discussion of the risks affecting our business activities and what may be the impact if these risks are realized.

       
   
    

10.1.   Risks and Uncertainties

 

    49
    

10.2.   Legal Proceedings

 

      56

 

5


Management’s Discussion and Analysis

 

1.

Corporate Overview

 

LOGO

1.1. ABOUT CGI

Founded in 1976 and headquartered in Montreal, Canada, CGI is among the largest independent information technology (“IT”) and business process services (“BPS”) firms in the world with approximately 65,000 employees worldwide, referred to as members. The Company operates through our client-proximity business model to work closely with clients at the local level, providing deep industry and technology expertise and high responsiveness. This is complemented through CGI’s global delivery network, which offers the advantages of best-fit expertise and resources.

Our services can be categorized as:

 

   

Consulting - CGI provides a full range of IT and management consulting services, including business transformation, IT strategic planning, business process engineering and systems architecture.

 

   

Systems integration - CGI customizes particular technologies and applications to create responsive technology systems that answer clients’ strategic needs.

 

   

Management of IT and business functions (“outsourcing”) - Clients delegate entire or partial responsibility for their IT or business functions to CGI. In return, significant efficiency improvements and cost savings are delivered. Service and delivery options includes onsite, onshore, near-shore and/or offshore centers - each offering an unique value equation and proposition for clients. Typical services provided as part of an end-to-end engagement can include: application development, maintenance and integration; technology infrastructure management and transaction and business processing such as collections or payroll functions. At any time, these clients can leverage the global footprint and experience CGI offers, - cloud services, or managed security services or data analytics. Outsourcing contracts are typically long-term, having a duration of five to ten years.

CGI offers clients deep domain expertise across a set of vertical markets in which we have extensive networks of subject matter experts working to support local client relationships worldwide. This allows us to continuously learn and adapt to our clients’ business realities while providing the knowledge and solutions needed to advance their business goals. These vertical markets or targeted industries account for 90% of global IT spend and include: government, financial services, manufacturing, retail and consumer services, utilities, communications, health, oil & gas, transportation and post & logistics. While these represent our go to market industry list, for the purposes of financial reporting they are grouped into the following - financial services, government, health, telecommunications & utilities and manufacturing, retail & distribution (“MRD”).

CGI offers more than 150 mission-critical, IP-based solutions and frameworks for all of the industries we serve and to support clients’ cross-industry functions. These CGI-developed solutions include software applications, reusable frameworks and delivery methods. Examples include solutions in the areas of ERP, energy and workforce management, credit and debt collections, tax management, claims auditing and fraud detection.

We take great pride in delivering high-quality services to our clients. To do so consistently, we have implemented and continue to maintain the International Organization for Standardization (“ISO”) quality program. By designing and implementing rigorous service delivery and quality standards, followed by monitoring and measurement, we are better able to satisfy our clients’ needs.

 

6


FISCAL 2015 RESULTS

 

1.2. VISION AND STRATEGY

At CGI, we have a vision of being a global world-class IT and BPS leader, that helps its clients succeed. This business vision begins with our dream, which is “to create an environment in which we enjoy working together and, as owners, contribute to building a Company we can be proud of.” To realize this dream we developed our Build and Buy strategy, comprised of four pillars that combine profitable organic growth (“Build”) and accretive acquisitions (“Buy”).

The first two pillars of our strategy relates to profitable organic growth. The first pillar focuses on smaller contract wins, renewals and extensions. The second involves the pursuit of large, long-term outsourcing contracts, leveraging our end-to-end services, global delivery model and critical mass.

The third pillar of our growth strategy focuses on the acquisition of smaller firms or niche players. We identify niche acquisitions through a strategic mapping program that systematically searches for targets that will strengthen our vertical market knowledge or increase the richness of our IP-based services and solutions offerings. Today, CGI can leverage a global distribution channel for IP-based services and solutions offerings, further enhancing client proximity and quality of revenue.

The fourth pillar involves the pursuit of transformational acquisitions further expanding our geographic presence and critical mass. This approach further enables us to compete for large outsourcing contracts and deepen our client relationships. CGI continues to be a consolidator in the IT services industry.

Since 1976, CGI’s members, by working together toward the same dream and vision, have built a company with deep industry knowledge, complemented by more than 150 innovative IP-based services and solutions, and a critical mass in key geographies. Remaining true to our values, mission and dream, CGI adapts to best respond changes in the IT markets, while maintaining a high level of satisfaction among its three stakeholders: members, shareholders, and clients. Today, with a presence in some 40 countries and more than $10 billion in revenues, our aspiration is to double our size over a 5 to 7 year period.

1.3. COMPETITIVE ENVIRONMENT

As a global provider of end-to-end IT and BPS, CGI operates in a highly competitive and rapidly evolving global industry. Our competition comprises a variety of players, from niche companies providing specialized services and software to global end-to-end IT service providers, as well as large consulting firms and government suppliers, all of whom are competing to deliver some or all of the services we provide.

There are many factors involved in winning and retaining IT and BPS contracts, including the following: vertical market expertise; track record of delivering on time and within budget; total cost of services; investment in business solutions; local presence; global delivery capabilities; and the strength of client relationships. CGI compares favorably with its competition with respect to all of these factors.

Recent mergers and acquisition activity has resulted in CGI being positioned as one of the few remaining global IT services firms that operates independently of any hardware or software vendor. Our independence allows CGI to deliver the best-suited technology available to our clients.

CGI has long standing, focused practices in all of our core industries, providing clients with a partner that is not only expert in IT, but expert in their industries. This combination of business knowledge and technology expertise allows us to help our clients adapt as their industries change and, in the process, allows us to influence the evolution of the industries in which our clients operate.

Our business model is rooted in client proximity and has proved to be scalable with the addition of onshore, near-shore and off-shore delivery centers. We deliver value to our client through the following principles:

 

   

Local accountability: We live and work near our clients to provide a high level of responsiveness. Our local CGI team speaks our clients’ language, understands their business environment, and collaborates to meet their goals and advance their business.

 

7


Management’s Discussion and Analysis

 

   

Committed experts: CGI’s professionals have extensive industry, business and technology expertise to help our clients succeed. In addition, a majority of our professionals are company owners, providing an added level of commitment to the success of our clients.

 

   

Global reach: Our local presence is complemented by an expansive global delivery network that ensures our clients have access to the best-fit capabilities and resources to meet their needs 24/7.

 

   

Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction assessments provides for a consistent track record of on time and within budget project delivery.

 

   

Tangible innovation: Our full-offering strategy is complemented by a broad portfolio of services and solutions that enable clients to optimize business operations, better serve customers and drive growth. In close collaboration with clients and partners, we apply cross-industry insights that maximize current investments while taking advantage of new technologies and ideas.

CGI’s business operations are aligned through the CGI Management Foundation, which encompasse governance policies and sophisticated management frameworks that reflect our collective experience and have been developed to make our actions as efficient as possible. This efficiency must first and foremost respect a number of principles, which are themselves integrated into the Management Foundation including: the dream, the vision, the mission and the values of the Company; the equilibrium between the interests of our clients, members and shareholders; the balance between the need to assure cohesiveness and rigor in the management of the Company and the commitment to promote autonomy, initiative and entrepreneurship.

CGI has operated under the same fundamental beliefs and quality-focused business model for 40 years. We believe our consistent ability to execute this model will continue to create value for all of our stakeholders. We remain fully committed to these fundamentals that can be summarized as: strong client relationships built upon a local accountable approach, committed experts, comprehensive quality processes and tangible innovation; proven Build and Buy growth strategy that provides a balanced mix of organic growth and acquisitions; competitive global delivery model that combines on-site responsiveness with the value of remote delivery; employee ownership with the vast majority owning stock, making CGI’s commitment to achieving client success a common goal and; solid profitability, cash flow and backlog demonstrating our focus on running a sound and stable business for the long term.

 

8


FISCAL 2015 RESULTS

 

2.

Highlights and Key Performance Measures

 

LOGO

2.1. FISCAL 2015 HIGHLIGHTS

Key performance figures for the period include:

 

   

Revenue of $10,287.1 million;

 

   

Bookings of $11.6 billion; representing a book-to-bill ratio of 113.2%;

 

   

Backlog of $20.7 billion, up $2.5 billion;

 

   

Adjusted EBIT of $1,457.3 million, up $100.4 million;

 

   

Adjusted EBIT margin of 14.2%, up 130 basis points;

 

   

Net earnings prior to specific items1 of $1,005.1 million, up 12.5%;

 

   

Net earnings margin prior to specific items1 of 9.8% up 130 basis points;

 

   

Diluted EPS prior to specific items1 of $3.13, up 11.8%;

 

   

Cash provided by operating activities of $1,289.3 million representing 12.5% of revenue;

 

   

Return on invested capital of 14.5%;

 

   

Return on equity of 17.7%; and

 

   

Net debt of $1,779.6 million, down $333.7 million.

 

  1  Specific items include the integration-related costs net of tax, the restructuring costs net of tax, the resolution of acquisition-related provisions net of tax and the tax adjustments which are discussed on page 23.

 

9


Management’s Discussion and Analysis

 

2.2. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES

 

                                                                                         
 As at and for the years ended September 30,    2015      2014      2013     

 

Change
2015 / 2014

 

    

 

Change
2014 / 2013

 

 
 In millions of CAD unless otherwise noted                                 

 Growth

              

 Backlog

   20,711         18,237         18,677         2,474         (440)   

 Bookings

   11,640         10,169         10,310         1,471         (141)   

 Book-to-bill ratio

   113.2%         96.8%         102.2%         16.4%         (5.4%)   

 Revenue

       10,287.1         10,499.7         10,084.6         (212.6)         415.1   

 Year-over-year growth

   (2.0%)         4.1%         111.3%         (6.1%)         (107.2%)   

 Constant currency growth 1

 

  

(4.0%)   

 

    

 

(2.9%)

 

  

 

    

 

110.1%

 

  

 

    

 

(1.1%)

 

  

 

    

 

(113.0%)

 

  

 

 Profitability

              

 Adjusted EBIT 2

   1,457.3         1,356.9         1,075.6         100.4         281.3   

Adjusted EBIT margin

   14.2%         12.9%         10.7%         1.3%         2.2%   

 Net earnings prior to specific items 3

   1,005.1         893.5         727.7         111.6         165.8   

Net earnings margin prior to specific items 3

   9.8%         8.5%         7.2%         1.3%         1.3%   

 Diluted EPS prior to specific items 3 (in dollars)

   3.13         2.80         2.30         0.33         0.50   

 Net earnings

   977.6         859.4         455.8         118.2         403.6   

Net earnings margin

   9.5%         8.2%         4.5%         1.3%         3.7%   

 Diluted EPS (in dollars)

 

  

3.04   

 

    

 

2.69

 

  

 

    

 

1.44

 

  

 

    

 

0.35

 

  

 

    

 

1.25

 

  

 

 Liquidity

              

 Cash provided by operating activities

   1,289.3         1,174.8         671.3         114.5         503.5   

As a % of revenue

   12.5%         11.2%         6.7%         1.3%         4.5%   

 Days sales outstanding 4

 

  

44   

 

    

 

43

 

  

 

    

 

49

 

  

 

    

 

1

 

  

 

    

 

(6)

 

  

 

 Capital structure

              

 Net debt 5

   1,779.6         2,113.3         2,739.9         (333.7)         (626.6)   

 Net debt to capitalization ratio 6

   21.7%         27.6%         39.6%         (5.9%)         (12.0%)   

 Return on equity 7

   17.7%         18.8%         12.3%         (1.1%)         6.5%   

 Return on invested capital 8

 

  

14.5%   

 

    

 

14.5%

 

  

 

    

 

11.8%

 

  

 

    

 

—     

 

  

 

    

 

2.7%

 

  

 

 Balance sheet

              

 Cash and cash equivalents, and short-term investments

   305.3         535.7         106.2         (230.4)         429.5   

 Total assets

   11,787.3         11,234.1         10,879.3         553.2         354.8   

 Long-term financial liabilities 9

 

  

1,896.4   

 

    

 

2,748.4

 

  

 

    

 

2,489.5

 

  

 

    

 

(852.0)

 

  

 

    

 

258.9

 

  

 

 

  1 

Constant currency growth is adjusted to remove the impact of foreign currency exchange rate fluctuations. Please refer to page 16 for details.

 

  2 

Adjusted EBIT is a measure for which we provide the reconciliation to its closest IFRS measure on page 21.

 

  3 

Specific items include the integration-related costs net of tax, the restructuring costs net of tax, the resolution of acquisition-related provisions net of tax and the tax adjustments which are discussed on page 23.

 

  4 

DSO is a measure which is discussed on page 30.

 

  5 

Net debt is a measure for which we provide the reconciliation to its closest IFRS measure on page 30.

 

  6 

The net debt to capitalization ratio is a measure which is discussed on page 30.

 

  7 

ROE is a measure which is discussed on page 30.

 

  8 

ROIC is a measure which is discussed on page 30.

 

  9 

Long-term financial liabilities include the long-term portion of the debt and the long-term derivative financial instruments.

 

10


FISCAL 2015 RESULTS

 

2.3. STOCK PERFORMANCE

 

LOGO

2.3.1. Fiscal 2015 Trading Summary

CGI’s shares are listed on the Toronto Stock Exchange (“TSX”) (stock quote – GIB.A) and the New York Stock Exchange (“NYSE”) (stock quote – GIB) and are included in various indexes such as the S&P/TSX 60 Index.

 

TSX    (CAD)  

Open:

     37.65   

High:

     57.69   

Low:

     36.35   

Close:

     48.35   

CDN average daily trading volumes1:

     1,197,371   
NYSE    (USD)  
Open:      33.74   
High:      46.30   
Low:      31.99   
Close:      36.21   
NYSE average daily trading volumes:      250,690   
 

 

  1 

Includes the average daily volumes of both the TSX and alternative trading systems.

 

11


Management’s Discussion and Analysis

 

2.3.2. Share Repurchase Program

On January 28, 2015, the Company’s Board of Directors authorized and subsequently received the approval from the TSX for the renewal of the Normal Course Issuer Bid (“NCIB”) to purchase up to 19,052,207 Class A subordinate voting shares for cancellation, representing 10% of the Company’s public float as of the close of business on January 23, 2015. The Class A subordinate voting shares may be purchased under the NCIB commencing February 11, 2015 and ending on the earlier of February 10, 2016, or the date on which the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB, or elects to terminate the NCIB.

During fiscal 2015, CGI repurchased 6,925,735 Class A subordinate voting shares for approximately $332.5 million at an average price of $48.01 under the current NCIB. This includes a total of 6,350,735 Class A subordinate voting shares acquired for cancellation between May and September 2015 pursuant to issuer bid orders issued by the Ontario Securities Commission at a price representing a discount to the prevailing market price of the shares on the TSX. As at September 30, 2015, the Company may purchase up to 12,126,472 million shares under the current NCIB.

2.3.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at November 6, 2015:

 

 

 Capital Stock and Options Outstanding

 

 

As at November 6, 2015   

 Class A subordinate voting shares

  275,660,077   

 Class B multiple voting shares

  33,272,767   

 Options to purchase Class A subordinate voting shares

 

 

20,281,560   

 

2.4 RESTRUCTURING PROGRAM

On July 28, 2015, the Company announced it will take approximately $60.0 million pre-tax charge during Q4 2015 and Q1 2016 to advance the realization of benefits associated with productivity enablers and other cost initiatives expected to yield savings throughout fiscal 2016. A total amount of $35.9 million was expensed during Q4 2015 and the remaining amount will be expensed in Q1 2016.

 

12


FISCAL 2015 RESULTS

 

3.

Financial Review

 

LOGO

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the year were $11.6 billion representing a book-to-bill ratio of 113.2%. The breakdown of the new bookings signed during the year is as follows:

 

   

LOGO  

 

  

 

  Contract Type   
  A.  

Extensions and

renewals

    64
  B.   New business     36

 

 

 

LOGO  

 

 

  

 

 

  Service Type   
  A.      Systems integration and consulting     40
  B.      Management of IT and business functions (outsourcing)     60

 

 

LOGO  

 

  

 

  Segment   
  A.      Canada     29
  B.      U.S.     21
  C.      Nordics     14
  D.      France     11
  E.      U.K.     14
  F.      ECS     10
  G.      Asia Pacific     1

 

 

LOGO  

 

  

 

  Vertical Market   
  A.      Government     28
  B.      Telecommunications & utilities     27
  C.      Financial services     20
  D.      MRD     18
  E.      Health     7
 

 

Information regarding our bookings is a key indicator of the volume of our business over time. However, due to the timing and transition period associated with outsourcing contracts, the realization of revenue related to these bookings may fluctuate from period to period. The values initially booked may change over time due to their variable attributes, including demand-driven usage, modifications in the scope of work to be performed caused by changes in client requirements as well as termination clauses at the option of the client. As such, information regarding our bookings is not comparable to, nor should it be substituted for an analysis of our revenue; it is instead a key indicator of our future revenue used by the Company’s management to measure growth.

The following table provides a summary of the bookings and book-to-bill ratio by segment:

 

 

 In thousands of CAD except for percentages

 

 

 

Bookings for the    
year ended    
September 30, 2015    

 

  

 

Book-to-bill ratio for  
the year ended  
September 30, 2015  

 

Total CGI

  11,640,275        113.2%  

U.S.

  2,462,911        84.7%  

Nordics

  1,664,422        98.0%  

Canada

  3,330,490        205.8%  

France

  1,311,002        101.2%  

U.K.

  1,600,090        111.2%  

ECS

  1,171,227        99.4%  

Asia Pacific

  100,133        67.1%  

 

13


Management’s Discussion and Analysis

 

3.2. FOREIGN EXCHANGE

The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS, we value assets, liabilities and transactions that are measured in foreign currencies using various exchange rates. We report all dollar amounts in Canadian dollars.

Closing foreign exchange rates

 

       

 As at September 30,

 

  

2015   

 

  

2014  

 

  

Change   

 

 U.S. dollar

   1.3399       1.1209      19.5%   

 Euro

   1.4958       1.4156      5.7%   

 Indian rupee

   0.0205       0.0181      13.3%   

 British pound

   2.0252       1.8182      11.4%   

 Swedish krona

   0.1596       0.1554      2.7%   

 Australian dollar

   0.9405       0.9791      (3.9%)  

 Average foreign exchange rates

 

        
       

 For the years ended September 30,

 

  

2015   

 

  

2014  

 

  

Change   

 

 U.S. dollar

   1.2294       1.0833      13.5%   

 Euro

   1.4081       1.4700      (4.2%)  

 Indian rupee

   0.0195       0.0178      9.6%   

 British pound

   1.8983       1.7953      5.7%   

 Swedish krona

   0.1506       0.1635      (7.9%)  

 Australian dollar

               0.9634                   0.9971                    (3.4%)  

 

14


FISCAL 2015 RESULTS

 

3.3. REVENUE DISTRIBUTION

The following charts provide additional information regarding our revenue mix for the year:

 

LOGO                  LOGO                        LOGO     

 

   

 

   

 

Service Type     Client Geography         Vertical Market  
  A.     Management of IT and business           A.     U.S.    29%       A.     Government   34%
    functions (outsourcing)   54%       B.     Canada    15%       B.     MRD   23%
   

1.      IT services

  44%         C.     U.K.    14%       C.     Financial services   20%
   

2.      Business process services

  10%         D.     France    12%       D.     Telecommunications & utilities   15%
              E.     Sweden      8%       E.     Health     8%
  B.     Systems integration and consulting   46%       F.     Finland      6%          
              G.     Rest of the world    16%          

3.3.1. Client Concentration

IFRS guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting enterprise to be under common control. The Company considers the federal, regional or local governments each to be a single customer. Our work for the U.S. federal government including its various agencies represented 14.0% of our revenue for fiscal 2015 as compared to 13.4% in fiscal 2014.

 

15


Management’s Discussion and Analysis

 

3.4. REVENUE VARIATION AND REVENUE BY SEGMENT

Our seven segments are based on our geographic delivery model: U.S., Nordics, Canada, France, U.K., ECS and Asia Pacific.

The following table provides a summary of the year-over-year changes in our revenue, in total and by segment, separately showing the impacts of foreign currency exchange rate variations between fiscal 2015 and fiscal 2014. The fiscal 2014 revenue by segment was recorded reflecting the actual foreign exchange rates for that period. The foreign exchange impact is the difference between the current period’s actual results and the current period’s results converted with the prior year’s foreign exchange rates.

 

 For the years ended September 30,                     

Change

 

 
   2015      2014        $                %          

 In thousands of CAD except for percentages

               

 Total CGI revenue

     10,287,096         10,499,692           (212,596        (2.0%

 Variation prior to foreign currency impact

     (4.0%             

 Foreign currency impact

     2.0%                

 Variation over previous period

     (2.0%             

 U.S.

               

 Revenue prior to foreign currency impact

     2,478,402         2,664,876           (186,474        (7.0%

 Foreign currency impact

     334,725                

 U.S. revenue

     2,813,127         2,664,876           148,251           5.6%   

 Nordics

               

 Revenue prior to foreign currency impact

     1,752,958         1,826,091           (73,133        (4.0%

 Foreign currency impact

     (113,973             

 Nordics revenue

     1,638,985         1,826,091           (187,106        (10.2%

 Canada

               

 Revenue prior to foreign currency impact

     1,532,203         1,638,320           (106,117        (6.5%

 Foreign currency impact

     1,516                

 Canada revenue

     1,533,719         1,638,320           (104,601        (6.4%

 France

               

 Revenue prior to foreign currency impact

     1,339,947         1,333,792           6,155           0.5%   

 Foreign currency impact

     (56,560             

 France revenue

     1,283,387         1,333,792           (50,405        (3.8%

 U.K.

               

 Revenue prior to foreign currency impact

     1,259,960         1,283,847           (23,887        (1.9%

 Foreign currency impact

     71,327                

 U.K. revenue

     1,331,287         1,283,847           47,440           3.7%   

 ECS

               

 Revenue prior to foreign currency impact

     1,267,220         1,327,682           (60,462        (4.6%

 Foreign currency impact

     (55,992             

 ECS revenue

     1,211,228         1,327,682           (116,454        (8.8%

 Asia Pacific

               

 Revenue prior to foreign currency impact

     444,694         425,084           19,610           4.6%   

 Foreign currency impact

     30,669                

 Asia Pacific revenue

     475,363         425,084           50,279           11.8%   

 

16


FISCAL 2015 RESULTS

 

We ended fiscal 2015 with revenue of $10,287.1 million, a decrease of $212.6 million or 2.0% over fiscal 2014. On a constant currency basis, revenue decreased by $424.3 million or 4.0%, as foreign currency rate fluctuations favorably impacted our revenue by $211.7 million or 2.0%. The change in revenue was due to the expiration of certain contracts in infrastructure services mainly in Canada and to the completion in 2014 of the Patient Protection and Affordable Care Act (“ACA”) projects in our U.S. segment.

3.4.1. U.S.

Revenue in our U.S. segment was $2,813.1 million in fiscal 2015, an increase of $148.3 million or 5.6% over fiscal 2014. On a constant currency basis, revenue decreased by $186.5 million or 7.0%. The change in revenue was mostly driven by the procurement delays in the Federal market and to the completion of ACA related projects in fiscal 2014. This was partly offset by growth mainly in our commercial sector with a growing proportion of IP-based services and solutions revenue in the financial services vertical market.

For the current year, the top two U.S. vertical markets were government and financial services, which together accounted for approximately 76% of revenue.

3.4.2. Nordics

Revenue in our Nordics segment was $1,639.0 million in fiscal 2015, a decrease of $187.1 million or 10.2% over fiscal 2014. On a constant currency basis, revenue decreased by $73.1 million or 4.0%. The decrease in revenue was due to lower work volume in Sweden and Denmark as well as the increased use of our delivery centers in Asia Pacific.

For the current year, Nordic’s top two vertical markets were MRD and government, which together accounted for approximately 66% of revenue.

3.4.3. Canada

Revenue in our Canada segment was 1,533.7 million in fiscal 2015, a decrease of $104.6 million or 6.4% over fiscal 2014. The revenue decrease was mainly due to lower work volume and the expiration of certain infrastructure contracts.

For the current year, Canada’s top two vertical markets were financial services and telecommunications & utilities, which together accounted for approximately 58% of revenue.

3.4.4. France

Revenue in our France segment was $1,283.4 million in fiscal 2015, a decrease of $50.4 million or 3.8% over fiscal 2014. On a constant currency basis, revenue increased by $6.2 million or 0.5%, mainly as a result of higher consulting revenue within the government vertical market.

For the current year, France’s top two vertical markets were MRD and financial services, which together accounted for approximately 63% of revenue.

3.4.5. U.K.

For the fiscal year ended September 30, 2015, revenue in our U.K. segment was $1,331.3 million, an increase of $47.4 million or 3.7% over the fiscal 2014. On a constant currency basis, revenue decreased by $23.9 million or 1.9%. The decrease in revenue was mainly due to lower work volume with certain clients in the commercial sector primarily in MRD and financial services partly offset by new business in telecommunication & utilities and government as well as additional change orders on certain large contracts.

For the current year, U.K.’s top two vertical markets were government and telecommunications & utilities, which together accounted for approximately 68% of revenue.

 

17


Management’s Discussion and Analysis

 

3.4.6. ECS

Revenue in our ECS segment was $1,211.2 million in fiscal 2015, a decrease of $116.5 million or 8.8% over fiscal 2014. On a constant currency basis, revenue decreased by $60.5 million or 4.6%. The decrease in revenue was due to lower work volume on existing contracts in the Netherlands and to a lesser extent, the planned wind down of activities in Switzerland and in Latin America with the exception of Brazil.

For the current year, ECS’s top two vertical markets were MRD and telecommunication & utilities, which together accounted for approximately 57% of revenue.

3.4.7. Asia Pacific

Revenue in our Asia Pacific segment was $475.4 million in fiscal 2015, an increase of $50.3 million or 11.8% over fiscal 2014. On a constant currency basis, revenue increased by $19.6 million or 4.6%. The change in revenue was due to the increased use of our delivery centers across the segments as our clients continue taking advantage of our global delivery network.

For the current year, Asia Pacific’s top two vertical markets were telecommunications & utilities and MRD, which together accounted for approximately 79% of revenue.

3.5. OPERATING EXPENSES

 

 For the years ended September 30,

 

  

% of

 

    

% of

 

    

      Change      

 

 
  

2015

 

    

Revenue

 

    

2014

 

    

Revenue

 

    

$    

 

   

%

 

 

 In thousands of CAD except for percentages

                

 Costs of services, selling and administrative

     8,819,055         85.7%           9,129,791         87.0%           (310,736     (3.4 %) 

 Foreign exchange loss

     10,733         0.1%           13,042         0.1%           (2,309     (17.7 %) 

3.5.1. Costs of Services, Selling and Administrative

For the year ended September 30, 2015, costs of services, selling and administrative expenses amounted to $8,819.1 million, a decrease of $310.7 million or 3.4% over the same period of fiscal 2014. As a percentage of revenue, cost of services, selling and administrative expenses improved from 87.0% to 85.7%. As a percentage of revenue, our costs of services improved compared to the same period last year mainly due to the extra resources and expenses needed in fiscal 2014 to complete the ACA related projects. Our selling and administrative expenses as a percentage of revenue also improved as a result of the ongoing realization of the business synergies and the implementation of CGI’s Management Foundation from the integration of Logica. More information on the integration can be found on page 21.

During the year ended September 30, 2015, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavorably impacted costs by $173.2 million, substantially offsetting the favourable translation impact of $211.7 million on our revenue.

3.5.2. Foreign Exchange Loss

The Company, in addition to its natural hedges, has a strategy in place to manage its exposure, to the extent possible, to exchange rate fluctuations through the effective use of derivatives. During fiscal year 2015, CGI incurred $10.7 million of foreign exchange loss mainly driven by the timing in payments combined with the volatility and fluctuation of foreign exchange rates.

 

18


FISCAL 2015 RESULTS

 

3.6. ADJUSTED EBIT BY SEGMENT

 

                     

 

Change

 
 For the years ended September 30,                            
    

2015

 

    

2014

 

    

$           

 

    

%        

 

 

 In thousands of CAD except for percentages

 

           

 U.S.

 

    

 

454,325

 

  

 

    

 

303,515

 

  

 

    

 

150,810

 

  

 

    

 

49.7%

 

  

 

   As a percentage of U.S. revenue

     16.2%         11.4%         

 Nordics

 

    

 

153,841

 

  

 

    

 

164,721

 

  

 

    

 

(10,880)

 

  

 

    

 

(6.6%)

 

  

 

   As a percentage of Nordics revenue

     9.4%         9.0%         

 Canada

 

    

 

343,692

 

  

 

    

 

361,136

 

  

 

    

 

(17,444)

 

  

 

    

 

(4.8%)

 

  

 

   As a percentage of Canada revenue

     22.4%         22.0%         

 France

 

    

 

146,615

 

  

 

    

 

155,695

 

  

 

    

 

(9,080)

 

  

 

    

 

(5.8%)

 

  

 

   As a percentage of France revenue

     11.4%         11.7%         

 U.K.

 

    

 

163,603

 

  

 

    

 

164,977

 

  

 

    

 

(1,374)

 

  

 

    

 

(0.8%)

 

  

 

   As a percentage of U.K. revenue

     12.3%         12.9%         

 ECS

 

    

 

118,141

 

  

 

    

 

138,656

 

  

 

    

 

(20,515)

 

  

 

    

 

(14.8%)

 

  

 

   As a percentage of ECS revenue

     9.8%         10.4%         

 Asia Pacific

 

    

 

77,091

 

  

 

    

 

68,159

 

  

 

    

 

8,932

 

  

 

    

 

13.1%

 

  

 

   As a percentage of Asia Pacific revenue

 

    

 

16.2%

 

  

 

    

 

16.0%

 

  

 

     

 Adjusted EBIT

 

    

 

1,457,308

 

  

 

    

 

1,356,859

 

  

 

    

 

100,449

 

  

 

    

 

7.4%

 

  

 

   Adjusted EBIT margin

 

    

 

14.2%

 

  

 

    

 

12.9%

 

  

 

                 

For the year ended September 30, 2015, adjusted EBIT was $1,457.3 million, an increase of $100.4 million or 7.4% from the year ended September 30, 2014. When excluding $76.3 million of non-recurring benefits during fiscal 2014, mainly from benefits related to the resolution of acquisition-related provisions, adjusted EBIT increased by $176.7 million. When excluding the same non-recurring items of 2014, adjusted EBIT margin increased to 14.2% from 12.2% over the same period last year. The favorable variance was primarily due to the completion of ACA related projects which required additional resources and expenses in fiscal 2014 and productivity improvements across Europe and Asia Pacific.

3.6.1. U.S.

For the year ended September 30, 2015, adjusted EBIT in the U.S. segment was $454.3 million, an increase of $150.8 million compared to fiscal 2014, while the margin increased to 16.2% from 11.4%. The improved profitability is mainly due to the extra resources and expenses needed in fiscal 2014 to complete the ACA related projects and the increase in volume from existing and new business mainly in financial services with an improved mix of IP-based services and solutions revenue.

3.6.2. Nordics

For the year ended September 30, 2015, adjusted EBIT in the Nordics segment was $153.8 million, as compared to $164.7 million for fiscal 2014. When excluding the $8.5 million curtailment gain on a pension plan obligation and $11.7 million of non-recurring benefits related to the resolution of acquisition-related provisions in fiscal 2014, adjusted EBIT increased by $9.3 million. When excluding the non-recurring benefits in 2014, adjusted EBIT margin was 9.4%, an improvement from 7.9%. The increase in adjusted EBIT and adjusted EBIT margin was mainly attributable to the realization of cost synergies implemented as part of the integration of Logica and the increased use of offshoring to lower our cost base.

 

19


Management’s Discussion and Analysis

 

3.6.3. Canada

For the year ended September 30, 2015, adjusted EBIT in the Canada segment was $343.7 million, a decrease of $17.4 million compared to fiscal 2014 which mainly resulted from the factors identified in the revenue section. Despite the revenue decrease, the Canada segment maintained a strong and stable adjusted EBIT margin through its proactive management of its cost base.

3.6.4. France

For the year ended September 30, 2015, adjusted EBIT in the France segment was $146.6 million, as compared to $155.7 million for fiscal 2014. When excluding the $20.4 million of non-recurring benefits related to the resolution of acquisition-related provisions and the renegotiation of a low margin contract in 2014, adjusted EBIT increased by $11.3 million. When excluding the non-recurring benefits in 2014, adjusted EBIT margin increased to 11.4%, from 10.1%. This increase in both adjusted EBIT and margin was mainly attributable to the realization of the cost synergies implemented as part of the integration of Logica and improved year-over-year utilization rates.

3.6.5. U.K.

For the year ended September 30, 2015, adjusted EBIT in the U.K. segment was $163.6 million, as compared to $165.0 million for fiscal 2014. When excluding the $17.1 million of non-recurring benefits related to the resolution of acquisition-related provisions mainly for the renegotiation of office leases and settlement of tax credits during fiscal 2014, adjusted EBIT increased by $15.7 million and adjusted EBIT margin increased to 12.3% from 11.5%. This increase in adjusted EBIT and margin was mainly the result of additional change orders on certain large contracts as well as ongoing productivity improvements.

3.6.6. ECS

For the year ended September 30, 2015, adjusted EBIT in the ECS segment was $118.1 million, as compared to $138.7 million for fiscal 2014. When excluding the $17.6 million of non-recurring benefits related to the resolution of acquisition-related provisions in fiscal 2014, adjusted EBIT decreased by $2.9 million which resulted mainly from the factors identified in the revenue section. Adjusted EBIT margin increased to 9.8% from 9.1% when excluding the non-recurring benefits. The increased margin is mostly the result of productivity improvements and a better mix of profitable revenue.

3.6.7. Asia Pacific

For the year ended September 30, 2015, adjusted EBIT in the Asia Pacific segment was $77.1 million, an increase of $8.9 million, while the margin increased to 16.2% from 16.0% compared to fiscal 2014. This increase in adjusted EBIT margin for the year ended September 30, 2015 was mainly due to revenue growth and the implementation of additional productivity improvements in the global delivery centers.

 

20


FISCAL 2015 RESULTS

 

3.7. EARNINGS BEFORE INCOME TAXES

The following table provides a reconciliation between our adjusted EBIT and earnings before income taxes, which is reported in accordance with IFRS.

 

 For the years ended September 30,

 

                              

Change

 

 
  

2015    

 

   

    % of Revenue

 

   

2014    

 

   

    % of Revenue

 

   

 $      

 

   

%    

 

 

 In thousands of CAD except for

 percentages

            

 Adjusted EBIT

     1,457,308        14.2     1,356,859        12.9     100,449        7.4

 Minus the following items:

            

 Integration-related costs

            0.0     127,341        1.2     (127,341     (100.0 %) 

 Restructuring costs

     35,903        0.3                   35,903          

 Net finance costs

 

    

 

92,857

 

  

 

   

 

0.9

 

 

   

 

99,268

 

  

 

   

 

1.0

 

 

   

 

(6,411

 

 

   

 

(6.5

 

%) 

 

 Earnings before income taxes

 

    

 

1,328,548

 

  

 

   

 

12.9

 

 

   

 

1,130,250

 

  

 

   

 

10.8

 

 

   

 

198,298

 

  

 

   

 

17.5

 

 

3.7.1. Integration-Related Costs

For the year ended September 30, 2014, the Company incurred $127.3 million of integration-related costs pertained to the restructuring and transformation of Logica’s operations to the CGI operating model. In September 2014, we completed the integration of Logica at a total cost of $575.5 million to drive annual savings in excess of $400.0 million and enhanced EPS accretion. At the end of fiscal 2015, a balance of $32.2 million related to the integration remains to be disbursed. Further details are provided in section 4.1.1 of the present document.

3.7.2. Restructuring Costs

For the year ended September 30, 2015, the Company incurred $35.9 million of restructuring costs that pertained to the announced restructuring program for productivity improvement initiatives.

3.7.2. Net Finance Costs

Net finance costs mainly include the interest on our long-term debt. The decrease in net finance costs for the year ended September 30, 2015 was mainly the result of long-term debt repayments.

 

21


Management’s Discussion and Analysis

 

3.8. NET EARNINGS AND EARNINGS PER SHARE

The following table sets out the information supporting the earnings per share calculations:

 

 For the years ended September 30,

 

                  

Change

 

 
  

2015

 

    

2014

 

    

      $

 

    

%

 

 

 

 In thousands of CAD except for percentages

           

 Earnings before income taxes

     1,328,548         1,130,250         198,298         17.5%   

 Income tax expense

     350,992         270,807         80,185         29.6%   

 Effective tax rate

     26.4%         24.0%         

 Net earnings

     977,556         859,443         118,113         13.7%   

 Net earnings margin

     9.5%         8.2%         

 Weighted average number of shares outstanding

           

 Class A subordinate voting shares and Class B

 multiple voting shares (basic)

     311,477,555         308,743,126            0.9%   

 Class A subordinate voting shares and Class B

 multiple voting shares (diluted)

     321,422,444         318,927,737            0.8%   

 Earnings per share (in dollars)

           

 Basic

     3.14         2.78         0.36         12.9%   

 Diluted

 

    

 

3.04

 

  

 

    

 

2.69

 

  

 

    

 

0.35

 

  

 

    

 

13.0%

 

  

 

3.8.1. Income Tax Expense

For the year ended September 30, 2015, the income tax expense was $351.0 million, an increase of $80.2 million compared to $270.8 million over the same period last year, while our effective tax rate increased from 24.0% to 26.4%. When excluding the favorable tax adjustment of $11.9 million in fiscal 2014 that was mainly the result of the settlement of tax liabilities coming from the Logica acquisition, the income tax rate would have been 25.0% compared to 26.4% for the year ended September 30, 2015. The increase in income tax rate was mainly attributable to the increased profitability in our U.S. operations where the enacted tax rate is higher.

The table on page 23 shows the year-over-year comparison of the tax rate with the impact of all specific items removed.

On July 8, 2015, the United Kingdom Finance Bill which includes the reduction in the U.K. corporate tax rate from 20% to 19%, effective April 1, 2017 and from 19% to 18%, effective April 1, 2020 was released and was substantially enacted on October 26, 2015. As a result, the Company will incur an additional income tax expense for an amount of approximately $6.0 million resulting from the re-evaluation of its deferred tax assets.

Based on the enacted rates at the end of fiscal 2015 and our current business mix, we expect our effective tax rate before any significant adjustments to be in the range of 26% to 28% in subsequent periods.

3.8.2. Weighted Average Number of Shares

For fiscal 2015, CGI’s basic and diluted weighted average number of shares increased compared to fiscal 2014 due to the effect of issuance and exercise of stock options partly offset by the impact of the repurchase of Class A subordinate voting shares.

 

22


FISCAL 2015 RESULTS

 

3.8.3. Net Earnings and Earnings per Share Prior to Specific Items

Below is a table showing the year-over-year comparison prior to specific items namely integration-related costs, restructuring costs, benefits related to the resolution of acquisition-related provisions and tax adjustments:

 

                      Change  
 For the years ended September 30,                           
     2015       2014      $     %  

 In thousands of CAD except for percentages and shares data

          

 Earnings before income taxes

     1,328,548          1,130,250         198,298         17.5%    

 Add back:

          

Integration-related costs

     —          127,341         (127,341     (100.0%)   

Restructuring costs

     35,903                  35,903         —       

 Remove:

          

Resolution of acquisition-related provisions 1

     —          62,075         (62,075)        (100.0%)   

 Earnings before income taxes prior to specific items

     1,364,451          1,195,516         168,935         14.1%    

Margin

     13.3%          11.4%        

 Income tax expense

     350,992          270,807         80,185         29.6%    

 Add back:

          

Tax adjustments

     —          11,900         (11,900)        (100.0%)   

Tax deduction on integration-related costs

     —          29,430         (29,430     (100.0%)   

Tax deduction on restructuring costs

     8,352                  8,352         —       

 Remove:

          

Income taxes on the resolution of acquisition-related provisions

     —          10,097         (10,097)        (100.0%)   

 Income tax expense prior to specific items

     359,344          302,040         57,304         19.0%    

Effective tax rate prior to specific items

     26.3%          25.3%        
          

 Net earnings prior to specific items

     1,005,107          893,476         111,631         12.5%    

Net earnings margin

     9.8%          8.5%        

 Weighted average number of shares outstanding

          

Class A subordinate voting shares and Class B multiple voting shares (basic)

     311,477,555          308,743,126           0.9%    

Class A subordinate voting shares and Class B multiple voting shares (diluted)

     321,422,444          318,927,737           0.8%    

 Earnings per share prior to specific items (in dollars)

          

Basic

     3.23          2.89         0.34         11.8%    

Diluted

 

    

 

3.13 

 

  

 

    

 

2.80

 

  

 

    

 

0.33 

 

  

 

   

 

11.8% 

 

  

 

 

  1 

These benefits came from the adjustment of provisions that were established as part of the purchase price allocation for the Logica acquisition. Subsequent to the finalization of the purchase price allocation such adjustments flow through the statement of earnings. Examples of the items that may be included in these benefits comprise the resolution of provisions on client contracts, the settlement of tax credits and the early termination of lease agreements.

 

23


Management’s Discussion and Analysis

 

4.

Liquidity

 

LOGO

4.1. CONSOLIDATED STATEMENTS OF CASH FLOWS

CGI’s growth is financed through a combination of our cash flow from operations, borrowing under our existing credit facilities, the issuance of long-term debt, and the issuance of equity. One of our financial priorities is to maintain an optimal level of liquidity through the active management of our assets and liabilities as well as our cash flows.

As at September 30, 2015, cash and cash equivalents were $305.3 million. The following table provides a summary of the generation and use of cash for the years ended September 30, 2015 and 2014.

 

 

 For the years ended September 30,

 

  

 

2015   

 

    

 

2014   

 

    

 

Change   

 

 

 In thousands of CAD

        

 Cash provided by operating activities

     1,289,310            1,174,835            114,475      

 Cash used in investing activities

             (257,127)                   (321,153)           64,026      

 Cash used in financing activities

     (1,303,663)           (414,064)                   (889,599)     

 Effect of foreign exchange rate changes on cash and cash equivalents

 

    

 

41,027   

 

  

 

    

 

(10,102)  

 

  

 

    

 

51,129   

 

  

 

 

 Net (decrease) increase in cash and cash equivalents

  

 

 

 

 

(230,453)  

 

 

  

 

  

 

 

 

 

429,516  

 

 

  

 

  

 

 

 

 

(659,969)  

 

 

  

 

4.1.1. Cash Provided by Operating Activities

For the year ended September 30, 2015, cash provided by operating activities was $1,289.3 million or 12.5% of revenue as compared to 1,174.8 million, or 11.2% of revenue from the prior year. This increase was mainly due to ongoing improvement to profitability in the amount of $118.1 million.

The following table provides a summary of the generation and use of cash from operating activities.

 

 

 For the years ended September 30,

 

  

 

2015   

 

    

 

2014   

 

    

 

Change   

 

 

 In thousands of CAD

        

 Net earnings

     977,556            859,443            118,113      

 Amortization and depreciation

     424,044            444,232            (20,188)     

 Other adjustments 1

     89,451            103,827            (14,376)     

 Cash flow from operating activities before net change in non-cash working

 capital items

             1,491,051                    1,407,502            83,549      

 Net change in non-cash working capital items:

        

 Accounts receivable, work in progress and deferred revenue

     (25,517)           209,189                    (234,706)     

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

     (204,169)           (463,685)           259,516      

 Other 2

     27,945            21,829            6,116      

 Net change in non-cash working capital items

 

    

 

(201,741)  

 

  

 

    

 

(232,667)  

 

  

 

    

 

30,926   

 

  

 

 

 Cash provided by operating activities

 

  

 

 

 

 

1,289,310   

 

 

  

 

  

 

 

 

 

1,174,835   

 

 

  

 

  

 

 

 

 

114,475   

 

 

  

 

 

  1 

Other adjustments are comprised of deferred income taxes, foreign exchange (gain) loss and share-based payment costs.

 

  2 

Comprised of prepaid expenses and other assets, long-term financial assets, retirement benefits obligations, derivative financial instruments and income taxes.

For the year ended September 30, 2015, the net $201.7 million of cash used in non-cash working capital items was mostly due to the net utilization of provisions for estimated losses on revenue generating contracts and integration related payments. The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

 

24


FISCAL 2015 RESULTS

 

The following table provides a summary of the movements in the integration-related provision.

 

 

 For the years ended September 30,

 

  

 

2015  

 

   

 

2014  

 

 

 In millions of CAD

    

 Integration-related provision at the beginning of the year

     105.6        135.8   

 Integration-related expenses

            127.3   

 Integration-related payments

     (74.3     (158.0

 Net impact on non-cash working capital

     (74.3     (30.7

 Plus: FX impact 1

     0.9        0.5   

 

 Integration-related provision at the end of the year

 

    

 

32.2

 

  

 

   

 

105.6

 

  

 

 

  1 

The foreign currency translation was recorded in other comprehensive income.

4.1.2. Cash Used in Investing Activities

For the year ended September 30, 2015, $257.1 million were used in investing activities while $321.2 million were used over the same period of last year. The following table provides a summary of the generation and use of cash from investing activities.

 

 

 For the years ended September 30,

 

  

 

2015

 

    

 

2014

 

    

 

Change

 

 

 In thousands of CAD

        

 Proceeds from sale of capital assets

     15,255            13,673            1,582      

 Purchase of property, plant and equipment

     (122,492)           (181,471)           58,979      

 Additions to contract costs

     (78,815)           (73,900)           (4,915)     

 Additions to intangible assets

     (71,357)           (77,726)           6,369      

 Net change in short-term investments and net purchase of long-term investments

     (4,736)           (8,106)           3,370      

 Payments received from long-term receivables

     5,018            6,377            (1,359)     

 

 Cash used in investing activities

 

    

 

(257,127)  

 

  

 

    

 

(321,153)

 

  

 

    

 

64,026   

 

  

 

The decrease of $64.0 million in cash used in investing activities was mainly due to the increased volume of finance loans for the purchase of assets and the decrease in computer equipment purchases due to certain long-term contracts that required one-time investment in fiscal 2014.

4.1.3. Cash Used in Financing Activities

For the year ended September 30, 2015, $1,303.7 million were used in financing activities while $414.1 million were used over the same period of last year. The following table provides a summary of the generation and use of cash from financing activities.

 

 

 For the years ended September 30,

 

   2015         2014         Change     

 In thousands of CAD

        

 Net change in unsecured committed revolving credit facility

     —            (283,049)           283,049      

 Net change in long-term debt

     (901,566)           (25,343)           (876,223)     
     (901,566)           (308,392)           (593,174)     

 Settlement of derivative financial instruments

     (121,615)           (37,716)           (83,899)     

 Purchase of Class A subordinate voting shares held in trust

     (11,099)           (23,016)           11,917      

 Resale of Class A subordinate voting shares held in trust

     —            1,390            (1,390)     

 Repurchase of Class A subordinate voting shares

     (323,069)           (111,468)           (211,601)     

 Issuance of Class A subordinate voting shares

     53,686            65,138            (11,452)     

 

 Cash used in financing activities

 

    

 

(1,303,663)  

 

  

 

    

 

(414,064)  

 

  

 

    

 

(889,599)  

 

  

 

 

25


Management’s Discussion and Analysis

 

For the year ended September 30, 2015, $901.6 million were used to reduce our outstanding long-term debt mainly driven by $879.7 million in repayments under the term loan credit facility, while we made net repayments of $308.4 million on our long-term debt for the same period last year. Following the net repayments on our outstanding long-term debt, the Company used $121.6 million to settle the related cross-currency swaps contract during fiscal 2015.

For the year ended September 30, 2015, we used $323.1 million to repurchase 6,725,735 Class A subordinate voting shares under the current NCIB, while for the year ended September 30, 2014, $111.5 million was used to purchase 2,837,360 Class A subordinate voting shares under the annual aggregate limit of the NCIB then in effect. For the year ended September 30, 2015, an amount of $11.1 million was used to purchase CGI shares in connection with the Company’s Performance Share Unit (“PSU Plan”), while for the comparable period of last year, a net amount of $21.6 million was used to purchase shares under the PSU Plan. More information concerning PSU Plan can be found in note 20 of the audited consolidated financial statements.

For the year ended September 30, 2015, we received $53.7 million in proceeds from the exercise of stock options, compared to $65.1 million during the year ended September 30, 2014.

4.1.4. Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents

For the year ended September 30, 2015, the effect of foreign exchange rate changes on cash and cash equivalents was $41.0 million. These amounts had no effect on net earnings as they were recorded in other comprehensive income.

 

26


FISCAL 2015 RESULTS

 

4.2. CAPITAL RESOURCES

 

 

As at September 30, 2015

 

  

 

Total commitment

 

    

 

Available

 

    

 

Outstanding

 

 

In thousands of CAD

        

Cash and cash equivalents

             305,262           

Long-term investments

             42,202           

Unsecured committed revolving facility a

     1,500,000         1,456,776         43,224   

Total

     1,500,000         1,804,240         43,224   

a Consists of Letters of Credit for $43.2 million outstanding as at September 30, 2015.

Our cash position and bank lines are sufficient to support our growth strategy. At September 30, 2015, cash and cash equivalents and long-term marketable investments represented $347.5 million.

Cash equivalents typically include term deposits, all with maturities of 90 days or less. Long-term marketable investments include corporate and government bonds with maturities ranging from one to five years, rated “A” or higher.

The amount of capital available was $1,804.2 million. The long-term debt agreements contain covenants, which require us to maintain certain financial ratios. As at September 30, 2015, CGI was in compliance with these covenants.

Total debt decreased by $552.6 million to $2,127.1 million as at September 30, 2015, compared to $2,679.7 million as at September 30, 2014. The variation was mainly due to the reimbursement of $879.7 million under the term loan credit facility2 partially offset by a foreign exchange translation impact of $296.4 million recorded in other comprehensive income.

As at September 30, 2015, CGI is showing a negative working capital1 of $142.3 million. The Company has also $1.5 billion available under its unsecured committed revolving facility and is generating a significant level of cash that will allow it to fund its operations and further decrease the amount of debt outstanding in the foreseeable future while maintaining adequate levels of liquidity.

On November 9, 2015, the credit facility was extended by one year to December 2019 under the same term and conditions and can be further extended annually.

As at September 30, 2015, the cash and cash equivalents held by foreign subsidiaries were $263,6 million ($356,1 million as at September 30, 2014). The tax implications and impact related to its repatriation will not affect the Company’s liquidity.

 

  1 

Working capital is defined as total current assets minus total current liabilities.

 

  2 

On October 1, 2015, the Company settled a floating-to-fixed interest rate swap with a notional amount of $109,270,000.

 

27


Management’s Discussion and Analysis

 

4.3. CONTRACTUAL OBLIGATIONS

We are committed under the terms of contractual obligations with various expiration dates, primarily for the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements. For the year ended September 30, 2015, the Company decreased its commitments by $863.5 million mainly due to the reduction of the long-term debt.

 

Commitment type   

 

Total

 

    

 

Less than 1
year

 

    

 

2nd and 3rd
years

 

    

 

4th and 5th
years

 

    

 

After 5
years

 

 

In thousands of CAD

              

Long-term debt

     2,066,722         199,618         257,469         398,098         1,211,537   

Estimated interests on long-term debt

     444,908         75,833         137,504         110,697         120,874   

Finance lease obligations

     57,170         31,451         19,870         4,027         1,822   

Estimated interests on finance lease obligations

     2,445         1,268         915         215         47   

Operating leases

              

Rental of office space

     1,061,178         261,226         416,397         238,441         145,114   

Computer equipment

     7,767         5,177         2,578         12           

Automobiles

     104,444         39,303         51,102         12,383         1,656   

Long-term service agreements and other

     170,475         86,629         73,171         10,675           

Total contractual obligations

     3,915,109         700,505         959,006         774,548         1,481,050   

Our required benefit plan contributions have not been included in this table as such contributions depend on periodic actuarial valuations for funding purposes. Our contributions to defined benefit plans are estimated at $23.5 million for fiscal 2016 as described in note 17 of the consolidated financial statements.

 

28


FISCAL 2015 RESULTS

 

4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

We use various financial instruments to manage our exposure to fluctuations of foreign currency exchange rates and interest rates. We do not hold or use any derivative instruments for trading purposes.

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 the consolidated statement of comprehensive income. Any realized or unrealized gains or losses on instruments covering the U.S. denominated debt are also recognized in the consolidated statement of comprehensive income.

The majority of our costs are denominated in currencies other than the Canadian dollar. The risk of foreign exchange fluctuation impacting the results is substantially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency. In certain cases where there is a substantial imbalance between the costs incurred and the revenue earned in a specific currency, the Company may enter into foreign exchange forward contracts to hedge its cash flows.

We have the following outstanding derivative financial instruments:

Hedges on net investments in foreign operations

— $109.7 million cross-currency swaps in euro designated as a hedging instrument of the Company’s net investment in European operations ($968.8 million as at September 30, 2014)

Cash flow hedges on unsecured committed term loan credit facility

— $109.7 million interest rate swaps floating-to-fixed ($484.4 million as at September 30, 2014)

Cash flow hedges on future revenue

— U.S.$9.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Canadian dollar (U.S. $32.0 million as at September 30, 2014)

— U.S.$42.3 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Indian rupee (U.S. $75.2 million as at September 30, 2014)

— $151.9 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($94.6 million as at September 30, 2014)

— Kr77.1 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Swedish krona and the Indian rupee (Kr142.6 million as at September 30, 2014)

7.3 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Indian rupee (nil as at September 30, 2014)

— £25.2 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the British pound and the Indian rupee (£nil as at September 30, 2014)

84.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency rate between the euro and the British pound (121.1 million as at September 30, 2014)

5.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Swedish krona (15.0 million as at September 30, 2014)

7.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Moroccan dirham (nil as at September 30, 2014)

Fair value hedges on Senior U.S. unsecured notes

— U.S.$250.0 million interest rate swaps fixed-to-floating (U.S. $250.0 million as at September 30, 2014).

 

29


Management’s Discussion and Analysis

 

4.5. SELECTED MEASURES OF LIQUIDITY AND CAPITAL RESOURCES

 

 

 As at September 30,

 

  

 

2015

 

    

 

2014

 

 

 In thousands of CAD except for percentages

 

     

 Reconciliation between net debt and long-term debt including the current portion:

 

     

 Net debt

 

    

 

        1,779,623

 

  

 

    

 

        2,113,299

 

  

 

 Add back:

 

     

 Cash and cash equivalents

 

    

 

305,262

 

  

 

    

 

535,715

 

  

 

 Long-term investments

 

    

 

42,202

 

  

 

    

 

30,689

 

  

 

 Long-term debt including the current portion

     2,127,087         2,679,703   

 Net debt to capitalization ratio

 

    

 

21.7%

 

  

 

    

 

27.6%

 

  

 

 Return on equity

 

    

 

17.7%

 

  

 

    

 

18.8%

 

  

 

 Return on invested capital

 

    

 

14.5%

 

  

 

    

 

14.5%

 

  

 

 Days sales outstanding

 

    

 

44

 

  

 

    

 

43

 

  

 

We use the net debt to capitalization ratio as an indication of our financial leverage in order to pursue large outsourcing contracts, expand global delivery centers, or make acquisitions. The net debt to capitalization ratio decreased to 21.7% in 2015 from 27.6% in 2014 due to the improved cash generation allowing us to reduce our net debt by $333.7 million.

ROE is a measure of the return we are generating for our shareholders. ROE decreased from 18.8% in fiscal 2014 to 17.7% in fiscal 2015. The decrease was mostly the result of the net impact of translating foreign operations as reflected in other comprehensive income, as well as the impact of timing on the repurchase of Class A subordinate voting shares.

ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital was 14.5% as at September 30, 2015, and 2014.

DSO increased to 44 days at the end of fiscal 2015 from 43 days in fiscal 2014. In calculating the DSO, we subtract the deferred revenue balance from trade accounts receivable and work in progress; for that reason, the timing of payments received from outsourcing clients in advance of the work to be performed and the timing of payments related to project milestones can affect the DSO fluctuations. We remain committed to manage our DSO within our 45 day target or less.

4.6. OFF-BALANCE SHEET FINANCING AND GUARANTEES

CGI engages in the practice of off-balance sheet financing in the normal course of operations for a variety of transactions such as operating leases for office space, computer equipment and vehicles as well as accounts receivable factoring. From time to time, we also enter into agreements to provide financial or performance assurances to third parties on the sale of assets, business divestitures and guarantees on government and commercial contracts.

In connection with sales of assets and business divestitures, we may be required to pay counterparties for costs and losses incurred as the result of breaches in our 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 totaling $10.4 million, others do not specify a maximum amount or limited period. It is impossible 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. 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.

In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once the bid is awarded. We would also be liable for the performance bonds in the event of default in the performance of our obligations. As at September 30, 2015, we had committed for a total of $52.7 million for these bonds. To the best of our knowledge, we complied with our performance obligations under all service contracts for which there was a performance or bid bond, and

 

30


FISCAL 2015 RESULTS

 

the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.

4.7. CAPABILITY TO DELIVER RESULTS

Sufficient capital resources and liquidity are required for supporting ongoing business operations and to execute our build and buy growth strategy. The Company has sufficient capital resources coming from the cash generated from operations, credit facilities, long-term debt agreements and invested capital from shareholders. Our principal uses of cash are for procuring new large outsourcing and managed services contracts; investing in our business solutions; pursuing accretive acquisitions; buying back CGI shares and paying down debt. Funds are also used to expand our global delivery network as more and more of our clients demand lower cost alternatives. In terms of financing, we are well positioned to continue executing our four-pillar growth strategy in fiscal 2016.

Strong and experienced leadership is essential to successfully implement our corporate strategy. CGI has a strong leadership team with members who are highly knowledgeable and have gained a significant amount of experience within the IT industry via various career paths and leadership roles. CGI fosters leadership development to ensure a continuous flow of knowledge and strength is maintained throughout the organization. As part of our succession planning in key positions, we established the Leadership Institute, our own corporate university, to develop leadership, technical and managerial skills inspired by CGI’s roots and traditions.

As a Company built on human capital, our professionals and their knowledge are critical to delivering quality service to our clients. Our human resources program provides competitive compensation and benefits, a favorable working environment, and our training and career development programs combine to allow us to attract and retain the best talent. Employee satisfaction is monitored regularly through a Company-wide survey. Furthermore, approximately 48,000 of our members, are also owners of CGI through our Share Purchase Plan. The Share Purchase Plan, along with the Profit Participation Program, allows members to share in the success of the Company and aligns member objectives with our strategic goals.

In addition to our capital resources and the talent of our human capital, CGI has established a Management Foundation encompassing governance policies, sophisticated management frameworks and an organizational model for its business units and corporate processes. This foundation, along with our appropriate internal systems, helps in providing a disciplined high standard of quality service to our clients across all of our operations, and additional value to our stakeholders. CGI’s operations maintain appropriate certifications in accordance with service requirements such as the ISO and Capability Maturity Model Integration quality programs.

 

31


Management’s Discussion and Analysis

 

5.

Fourth Quarter Results

 

LOGO

5.1. FOREIGN EXCHANGE

The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS, we value assets, liabilities and transactions that are measured in foreign currencies using various exchange rates. We report all dollar amounts in Canadian dollars.

Average foreign exchange rates

 

 

 For the three months ended September 30,

 

  

 

2015  

 

    

 

2014

 

    

 

Change

 

 

 U.S. dollar

             1.3095                   1.0894                 20.2%    

 Euro

     1.4565           1.4427         1.0%    

 Indian rupee

     0.0202           0.0180         12.2%    

 British pound

     2.0285           1.8175         11.6%    

 Swedish krona

     0.1544           0.1568         (1.5%)   

 Australian dollar

     0.9494           1.0070         (5.7%)   

 

32


FISCAL 2015 RESULTS

 

5.2. REVENUE VARIATION AND REVENUE BY SEGMENT

The following table provides a summary of the year-over-year changes in our revenue, in total and by segment, separately showing the impacts of foreign currency exchange rate variations between the Q4 2015 and Q4 2014 periods. The Q4 2014 revenue by segment was recorded reflecting the actual average foreign exchange rates for that period. The foreign exchange impact is the difference between the current period’s actual results and the current period’s results converted with the prior year’s average foreign exchange rates.

 

                        Change  
 For the three months ended September 30,                                
    

2015

 

    

2014

 

      

$        

 

      

%        

 

 

 In thousands of CAD except for percentages

               

 Total CGI revenue

     2,585,275          2,483,669           101,606            4.1%    

 Variation prior to foreign currency impact

     (3.1%)                

 Foreign currency impact

     7.2%                 

 Variation over previous period

     4.1%                 

 U.S.

               

 Revenue prior to foreign currency impact

     625,319          655,095           (29,776)           (4.5%)   

 Foreign currency impact

     126,912                 

 U.S. revenue

     752,231          655,095           97,136            14.8%   

 Nordics

               

 Revenue prior to foreign currency impact

     369,723          382,682           (12,959)           (3.4%)   

 Foreign currency impact

     (1,614)                

 Nordics revenue

     368,109          382,682           (14,573)           (3.8%)   

 Canada

               

 Revenue prior to foreign currency impact

     371,218          382,887           (11,669)           (3.0%)   

 Foreign currency impact

     606                 

 Canada revenue

     371,824          382,887           (11,063)           (2.9%)   

 France

               

 Revenue prior to foreign currency impact

     310,327          311,999           (1,672)           (0.5%)   

 Foreign currency impact

     3,907                 

 France revenue

     314,234          311,999           2,235            0.7%    

 U.K.

               

 Revenue prior to foreign currency impact

     318,004          321,682           (3,678)           (1.1%)   

 Foreign currency impact

     37,091                 

 U.K. revenue

     355,095          321,682           33,413            10.4%    

 ECS

               

 Revenue prior to foreign currency impact

     294,194          318,275           (24,081)           (7.6%)   

 Foreign currency impact

     1,527                 

 ECS revenue

     295,721          318,275           (22,554)           (7.1%)   

 Asia Pacific

               

 Revenue prior to foreign currency impact

     118,154          111,049           7,105            6.4%    

 Foreign currency impact

     9,907                 

 Asia Pacific revenue

     128,061          111,049           17,012            15.3%   

We ended the fourth quarter of fiscal 2015 with revenue of $2,585.3 million, an increase of $101.6 million or 4.1% over the same period of fiscal 2014. On a constant currency basis, revenue decreased by $76.7 million or 3.1%, as foreign currency rate fluctuations favourably impacted our revenue by $178.3 million or 7.2%.

 

33


Management’s Discussion and Analysis

 

5.2.1. U.S.

Revenue in our U.S. segment was $752.2 million in Q4 2015, an increase of $97.1 million or 14.8% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $29.8 million or 4.5%. The change in revenue was mostly driven by procurement delays in the Federal market and to the completion of ACA related projects in fiscal 2014. This was partly offset by a growing proportion of IP-based services and solutions revenue within the financial services vertical market.

For the current quarter, the top two U.S. vertical markets were government and financial services, which together accounted for approximately 76% of its revenue.

5.2.2. Nordics

Revenue from our Nordics segment was $368.1 million in Q4 2015, a decrease of $14.6 million or 3.8% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $13.0 million or 3.4%. The change in revenue is mainly due to lower work volume in Sweden and Denmark partly offset by new business in Finland.

For the current quarter, the Nordics’ top two vertical markets were MRD and government, which together accounted for approximately 66% of its revenue.

5.2.3. Canada

Revenue in our Canada segment for Q4 2015 was $371.8 million, a decrease of $11.1 million or 2.9% compared to the same period of fiscal 2014. The revenue decrease was mainly due to a slowdown of government spending partly offset by new business in financial services.

For the current quarter, Canada’s top two vertical markets were financial services and telecommunication & utilities, which together accounted for approximately 60% of its revenue.

5.2.4. France

Revenue from our France segment was $314.2 million in Q4 2015 and remained stable compared to the same period of fiscal 2014, as higher consulting revenue within the government vertical market helped compensate the lower work volume from telecommunication & utilities.

For the current quarter, France’s top two vertical markets were MRD and financial services, which together accounted for approximately 63% of its revenue.

5.2.5. U.K.

Revenue from our U.K. segment was $355.1 million in Q4 2015, an increase of $33.4 million or 10.4% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $3.7 million or 1.1%. The decrease in revenue was mainly due to lower work volume with certain clients in the commercial sector primarily in MRD and financial services partly offset by new business in telecommunication & utilities and additional change orders on certain large contracts.

For the current quarter, U.K.’s top two vertical markets were government and telecommunication & utilities, which together accounted for approximately 68% of its revenue.

 

34


FISCAL 2015 RESULTS

 

5.2.6. ECS

Revenue from our ECS segment was $295.7 million in Q4 2015, a decrease of $22.6 million or 7.1% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $24.1 million or 7.6% due to lower work volume on existing contracts in the Netherlands and to a lesser extent, the planned wind down of activities in Switzerland and Latin America with the exception of Brazil.

For the current quarter, ECS’ top two vertical markets were MRD and telecommunication & utilities, which together accounted for approximately 58% of its revenue.

5.2.7. Asia Pacific

Revenue from our Asia Pacific segment was $128.1 million in Q4 2015, an increase of $17.0 million or 15.3% compared to the same period of fiscal 2014. On a constant currency basis, revenue increased by $7.1 million or 6.4%. The change in revenue was mainly due to the increased use of our delivery centers across the segments, as our clients continue taking advantage of our global delivery network. The increase was partly offset by the completion of projects in Australia.

For the current quarter, Asia Pacific’s top two vertical markets were telecommunications & utilities and MRD, which together accounted for approximately 78% of its revenue.

 

35


Management’s Discussion and Analysis

 

5.3. ADJUSTED EBIT BY SEGMENT

 

 For the three months ended September 30,                       

  Change

 

 
  

    2015

 

      

    2014

 

      

$        

 

      

%      

 

 

 In thousands of CAD except for percentages

                 

 U.S.

     117,313           97,575           19,738           20.2

As a percentage of U.S. revenue

     15.6%           14.9%             

 Nordics

     30,176           24,829           5,347           21.5

As a percentage of Nordics revenue

     8.2%           6.5%             

 Canada

     77,450           87,060           (9,610        (11.0 %) 

As a percentage of Canada revenue

     20.8%           22.7%             

 France

     35,806           39,143           (3,337        (8.5 %) 

As a percentage of France revenue

     11.4%           12.5%             

 U.K.

     62,406           60,665           1,741           2.9

As a percentage of U.K. revenue

     17.6%           18.9%             

 ECS

     36,886           35,274           1,612           4.6

As a percentage of ECS revenue

     12.5%           11.1%             

 Asia Pacific

     18,927           25,678           (6,751        (26.3 %) 

As a percentage of Asia Pacific revenue

 

    

 

14.8%

 

  

 

      

 

23.1%

 

  

 

         

 Adjusted EBIT

     378,964           370,224           8,740           2.4

Adjusted EBIT margin

     14.7%           14.9%                         

Adjusted EBIT for the quarter was $379.0 million, an increase of $8.7 million or 2.4% from Q4 2014, while the margin remained stable. When excluding the $38.9 million of non-recurring benefits primarly related to the resolution of acquisition-related provisions in Q4 2014, adjusted EBIT increased by $47.6 million and the adjusted EBIT margin increased to 14.7% compared to 13.3%.

5.3.1. U.S.

Adjusted EBIT in the U.S. segment was $117.3 million for Q4 2015, an increase of $19.7 million year-over-year, while the margin increased to 15.6% from 14.9%. The increase in adjusted EBIT and margin was mainly the result of an improved mix of IP-based services and solutions revenue within the financial services vertical market partly offset by an impairment of a business solution of $5.3 million.

5.3.2. Nordics

Adjusted EBIT in the Nordics segment was $30.2 million for Q4 2015, a increase of $5.3 million year-over-year. Adjusted EBIT increased by $10.8 million when excluding $5.5 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014. Adjusted EBIT margin was 8.2% an improvement from 5.1% when excluding the non-recurring benefits of Q4 2014. The increase in adjusted EBIT and adjusted EBIT margin was mainly attributable to the realization of the cost synergies implemented as part of the integration of Logica and the increased use of offshoring to lower our cost base.

5.3.3. Canada

Adjusted EBIT in the Canada segment was $77.5 million for Q4 2015, a decrease of $9.6 million year-over-year, which mainly resulted from the revenue decrease identified in the revenue section while the margin was affected by the non-recurring impact of an onerous supplier contract in the amount of $3.6 million.

 

36


FISCAL 2015 RESULTS

 

5.3.4. France

Adjusted EBIT in the France segment was $35.8 million for Q4 2015, a decrease of $3.3 million year-over-year. Adjusted EBIT increased by $4.3 million when excluding $7.6 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014. Adjusted EBIT margin was 11.4% up from 10.1% when excluding the non-recurring benefits in Q4 2014. This increase in adjusted EBIT was primarily the result of improvements in productivity.

5.3.5. U.K.

Adjusted EBIT in the U.K. segment was $62.4 million for Q4 2015, an increase of $1.7 million year-over-year, while the margin decreased to 17.6% from 18.9%. When excluding $11.2 million of non-recurring benefits related to the resolution of acquisition-related provisions and the additional tax credits on salaries of $4.9 million during Q4 2014, adjusted EBIT increased by $16.1 million. Adjusted EBIT margin improved to 17.6% from 13.9% when excluding the non-recurring benefits of Q4 2014. This increase in adjusted EBIT and margin was mainly the result of additional change orders on certain large contracts that favorably impacted our profitability.

5.3.6. ECS

Adjusted EBIT in the ECS segment was $36.9 million for Q4 2015, an increase of $1.6 million year-over-year, while the margin increased to 12.5% from 11.1% . When excluding the $5.2 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014, adjusted EBIT increased by $6.8 million while adjusted EBIT margin improved to 12.5% from 9.4%. This increase was mostly the result of a better mix of revenue and productivity improvements.

5.3.7. Asia Pacific

Adjusted EBIT in the Asia Pacific segment was $18.9 million for Q4 2015, a decrease of $6.8 million year-over-year, while the margin decreased to 14.8% from 23.1%. When excluding $4.5 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014, adjusted EBIT decreased by $2.3 million. Adjusted EBIT margin decreased to 14.8% from 19.1% when excluding the non-recurring benefits of Q4 2014. This was mainly due to completion of projects in Australia as well as to a provision on a contract in Middle East in the amount of $2.4 million.

 

37


Management’s Discussion and Analysis

 

5.4. NET EARNINGS AND EARNINGS PER SHARE

The following table sets out the information supporting the earnings per share calculations:

 

 For the three months ended September 30,

 

                  

 

Change

 
  

2015  

 

    

2014

 

    

$        

 

   

%        

 

 

 In thousands of CAD except for percentages

          

 Adjusted EBIT

     378,964           370,224         8,740        2.4%      

 Minus the following items:

          

Integration-related costs

     —           64,259         (64,259     (100.0%)     

Restructuring costs

     35,903                   35,903        100.0%      

Net Finance costs

 

    

 

23,984  

 

  

 

    

 

22,787

 

  

 

    

 

1,197

 

  

 

   

 

5.3%   

 

  

 

 Earnings before income taxes

     319,077           283,178         35,899        12.7%      

 Income tax expense

     86,188           69,470         16,718        24.1%      

Effective tax rate

 

    

 

27.0%  

 

  

 

    

 

24.5%

 

  

 

      

 

2.5%   

 

  

 

 Net earnings

     232,889           213,708         19,181        9.0%      

Margin

     9.0%           8.6%        

 Weighted average number of shares

          

Class A subordinate voting shares and Class B multiple voting shares (basic)

     309,337,317           310,320,352           (0.3%)     

Class A subordinate voting shares and Class B multiple voting shares (diluted)

     318,572,873           319,540,764           (0.3%)     

 Earnings per share (in dollars)

          

Basic EPS

     0.75               0.69         0.06        8.7%      

Diluted EPS

 

    

 

0.73      

 

  

 

    

 

0.67

 

  

 

    

 

0.06

 

  

 

   

 

9.0%   

 

  

 

For the current quarter, the $35.9 million increase in earnings before income taxes mainly came from the increase of $8.7 million in adjusted EBIT as described in section 5.3 of the present document as well as the favorable net impact of integration-related and restructuring costs in the amount of $28.4 million.

In Q4 2015, the income tax expense was $86.2 million, an increase of $16.7 million compared to $69.5 million in Q4 2014, while our effective income tax rate increased from 24.5% to 27.0%. The increase in income tax rate was mainly attributable to the increased profitability in our U.S. operations where the enacted tax rate is higher.

Net earnings were $232.9 million, an increase of $19.2 million compared to $213.7 million last year.

The table on page 39 shows the quarterly year-over-year comparison of the tax rate with the impact of integration-related costs, restructuring costs, and benefits related to the resolution of acquisition-related provisions removed.

During the quarter, 5,050,402 Class A subordinate voting shares were repurchased while 566,025 stock options were exercised.

 

38


FISCAL 2015 RESULTS

 

5.4.1. Net Earnings and Earnings per Share Prior to Specific Items

Below is a table showing the year-over-year comparison prior to specific items namely integration-related costs, restructuring costs, benefits related to the resolution of acquisition-related provisions and tax adjustments:

 

 For the three months ended September 30,

 

                    

 

Change

 
  

2015  

 

    

2014

 

      

$        

 

    

%        

 

 

 In thousands of CAD except for percentages

             

 Earnings before income taxes

     319,077           283,178           35,899         12.7%      

 Add back:

             

Integration-related costs

     —           64,259           (64,259      (100.0%)     

Restructuring costs

     35,903                     35,903         —      

 Remove:

             

Resolution of acquisition-related provisions 1

 

    

 

—  

 

  

 

    

 

33,991

 

  

 

      

 

(33,991

 

 

    

 

(100.0%)  

 

  

 

 Earnings before income taxes prior to specific items

     354,980           313,446           41,534         13.3%      

Margin

     13.7%           12.6%           

 Income tax expense

     86,188           69,470           16,718         24.1%      

 Add back:

             

Tax deduction on integration-related costs

     —           15,075           (15,075      (100.0%)     

Tax deduction on restructuring

     8,352                     8,352         100.0%      

 Remove:

             

Income taxes on the resolution of acquisition-related provisions

 

    

 

—  

 

  

 

    

 

5,091

 

  

 

      

 

(5,091

 

 

    

 

(100.0%)  

 

  

 

 Income tax expense prior to specific items

     94,540           79,454           15,086         19.0%      

Effective tax rate prior to specific items

     26.6%           25.3%           
             

 Net earnings prior to specific items

     260,440           233,992           26,448         11.3%      

Net earnings margin

     10.1%           9.4%           

 Weighted average number of shares outstanding

             

Class A subordinate voting shares and Class B multiple voting shares (basic)

     309,337,317           310,320,352              (0.3%)     

Class A subordinate voting shares and Class B multiple voting shares (diluted)

     318,572,873           319,540,764              (0.3%)     

 Earnings per share prior to specific items (in dollars)

             

Basic EPS

     0.84           0.75           0.09         12.0%      

Diluted EPS

 

    

 

0.82  

 

  

 

    

 

0.73

 

  

 

      

 

0.09

 

  

 

    

 

12.3%   

 

  

 

 

  1    The resolution of acquisition-related provisions is discussed on page 23.

 

39


Management’s Discussion and Analysis

 

5.5. CONSOLIDATED STATEMENTS OF CASH FLOWS

As at September 30, 2015, cash and cash equivalents were $305.3 million. The following table provides a summary of the generation and use of cash for the quarters ended September 30, 2015 and 2014.

 

 

For the three months ended September 30,

 

  

 

2015  

 

    

 

2014  

 

    

 

Change   

 

 

In thousands of CAD

        

Cash provided by operating activities

     451,310            412,000            39,310      

Cash used in investing activities

     (79,339)           (66,439)           (12,900)     

Cash (used in) provided by financing activities

     (366,092)           47,138            (413,230)     

Effect of foreign exchange rate changes on cash and cash equivalents

     34,688            11,724            22,964      

Net increase in cash and cash equivalents

     40,567            404,423            (363,856)     

5.5.1. Cash Provided by Operating Activities

For Q4 2015, cash provided by operating activities was $451.3 million compared to $412.0 million in Q4 2014, or 17.5% of revenue compared to 16.6% last year.

The following table provides a summary of the generation and use of cash from operating activities.

 

 

For the three months ended September 30,

 

  

 

2015  

 

    

 

2014  

 

    

 

Change    

 

 

In thousands of CAD

        

Net earnings

     232,889            213,708            19,181       

Amortization and depreciation

     107,565            107,877            (312)      

Other adjustments 1

     18,247            37,156            (18,909)      

Cash flow from operating activities before net change in non-cash working capital items

     358,701            358,741            (40)      

Net change in non-cash working capital items:

        

Accounts receivable, work in progress and deferred revenue

     104,019            177,898            (73,879)      

Accounts payable and accrued liabilities, accrued compensation, provisions and

     (63,589)           (143,327)           79,738       

long-term liabilities

        

Other 2

     52,179            18,688            33,491       

Net change in non-cash working capital items

     92,609            53,259            39,350       

Cash provided by operating activities

     451,310            412,000            39,310       

 

  1 

Other adjustments are comprised of deferred income taxes, foreign exchange loss (gain) and share-based payment costs.

 

  2 

Comprised of prepaid expenses and other assets, long-term financial assets, retirement benefits obligations, derivative financial instruments and income taxes.

The increase in cash from operating activities was mainly due to better working capital and the growth in net earnings as described in section 5.4 of the present document. The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

For the three months ended September 30, 2015, the net $92.6 million of cash coming from non-cash working capital items was mostly due to :

 

    Cash coming from accounts receivable, work in progress and deferred revenue of $104.0 million mainly due to a decrease of 2 days in our DSO from 46 days in Q3 2015 to 44 days in Q4 2015.

 

    Cash used for accounts payable and accrued liabilities, accrued compensation, provisions and long-term liabilities of $63.6 million was mostly due to the net utilization of estimated losses on revenue generating contracts and the reduction in vacation accruals. This was partially offset by the net increase in restructuring provision.

 

40


FISCAL 2015 RESULTS

 

5.5.2. Cash Used in Financing Activities

 

 

For the three months ended September 30,

 

  

 

2015  

 

    

 

2014  

 

    

 

Change  

 

 

In thousands of CAD

        

Net change in unsecured committed revolving credit facility

     —            (380,357)           380,357      

Net change in long-term debt

     (120,772)           448,754            (569,526)     
     (120,772)           68,397            (189,169)     

Settlement of derivative financial instruments

     (23,293)           (37,716)           14,423      

Repurchase of Class A subordinate voting shares

     (229,041)           —            (229,041)     

Issuance of Class A subordinate voting shares

     7,014            16,457            (9,443)     

Cash (used in) provided by financing activities

     (366,092)           47,138            (413,230)     

During Q4 2015, $120.8 million was used to reduce our outstanding long-term debt mainly driven by $121.9 million in repayments under the term loan credit facility. For the same period last year, we increased our long-term debt by $68.4 million mostly due to the issuance of a private placement partly offset by credit facilities reimbursement.

During Q4 2015, we used $229.0 million to repurchase 4,850,402 Class A subordinate voting shares under the NCIB, while the Company did not repurchase Class A subordinate voting share during the same period last year.

In Q4 2015, we received $7.0 million in proceeds from the exercise of stock options, compared to $16.5 million during the same period last year.

 

41


Management’s Discussion and Analysis

 

6.

Eight Quarter Summary

 

LOGO

 

As at and for the three months

  

 

Sept. 30,

 

 

June 30,

 

 

Mar. 31,

 

 

Dec. 31,

 

 

Sept. 30,

 

 

June 30,

 

 

Mar. 31,

 

 

Dec. 31,

ended,

 

  

2015

 

 

2015

 

 

2015

 

  2014  

2014

 

 

2014

 

 

2014

 

 

2013

 

In millions of CAD unless otherwise noted                            

Growth

                

Backlog

   20,711   19,697   20,000   20,175   18,237   18,781   19,476   19,253

Bookings

   2,856   2,227   2,253   4,304   2,049   2,451   2,850   2,818

Book-to-bill ratio

   110.5%   87.0%   86.6%   169.4%   82.5%   91.9%   105.4%   106.5%

Book-to-bill ratio trailing twelve months

   113.2%   106.4%   107.4%   112.1%   96.8%   101.4%   105.3%   100.8%

Revenue

   2,585.3   2,559.4   2,601.2   2,541.3   2,483.7   2,667.0   2,704.3   2,644.7

Year-over-year growth

   4.1%   (4.0%)   (3.8%)   (3.9%)   1.0%   3.9%   7.0%   4.4%

Constant currency growth

   (3.1%)   (3.5%)   (3.5%)   (6.0%)   (3.4%)   (3.9%)   (2.3%)   (1.9%)

Profitability

                

Adjusted EBIT

   379.0   371.2   363.1   344.0   370.2   342.2   341.5   302.9

Adjusted EBIT margin

   14.7%   14.5%   14.0%   13.5%   14.9%   12.8%   12.6%   11.5%

Net earnings prior to specific items

   260.4   257.2   251.2   236.3   234.0   229.8   229.6   200.1

Net earnings margin prior to specific items

   10.1%   10.1%   9.7%   9.3%   9.4%   8.6%   8.5%   7.6%

Diluted EPS prior to specific items (in dollars)

   0.82   0.80   0.78   0.74   0.73   0.72   0.72   0.63

Net earnings

   232.9   257.2   251.2   236.3   213.7   225.1   230.9   189.8

Net earnings margin

   9.0%   10.1%   9.7%   9.3%   8.6%   8.4%   8.5%   7.2%

Diluted EPS (in dollars)

   0.73   0.80   0.78   0.74   0.67   0.71   0.73   0.60

Liquidity

                

Cash provided by operating activities

   451.3   214.1   284.7   339.2   412.0   345.9   350.7   66.3

As a % of revenue

   17.5%   8.4%   10.9%   13.3%   16.6%   13.0%   13.0%   2.5%

Days sales outstanding

   44   46   41   42   43   47   47   55

Capital structure

                

Net debt

   1,779.6   1,791.4   1,869.8   1,924.5   2,113.3   2,389.0   2,678.2   2,890.4

Net debt to capitalization ratio

   21.7%   22.7%   24.4%   25.1%   27.6%   32.6%   35.6%   38.9%

Return on equity

   17.7%   18.2%   18.4%   18.9%   18.8%   18.1%   17.9%   16.0%

Return on invested capital

   14.5%   14.8%   14.6%   14.7%   14.5%   13.3%   13.4%   12.7%

Balance sheet

                
Cash and cash equivalents, and short-term investments    305.3   264.7   223.5   489.6   535.7   131.3   133.8   206.5

Total assets

   11,787.3   11,190.4   10,985.8   11,171.9   11,234.1   11,162.2   11,560.4   11,801.0

Long-term financial liabilities

   1,896.4   1,765.8   2,067.7   2,451.5   2,748.4   2,164.8   2,562.4   2,796.6

There are factors causing quarterly variances which may not be reflective of the Company’s future performance. First, there is seasonality in SI&C work, and the quarterly performance of these operations is impacted by occurrences such as vacations and the number of statutory holidays in any given quarter. Outsourcing contracts including BPS contracts are affected to a lesser extent by seasonality. Second, the workflow from some clients may fluctuate from quarter to quarter based on their business cycle and the seasonality of their own operations. Third, the savings that we generate for a client on a given outsourcing contract may temporarily reduce our revenue stream from this client, as these savings may not be immediately offset by additional work performed for this client.

In general, cash flow from operating activities could vary significantly from quarter to quarter depending on the timing of monthly payments received from large clients, cash requirements associated with large acquisitions, outsourcing contracts and projects, the timing of the reimbursements for various tax credits as well as profit sharing payments to members and the timing of restructuring cost payments.

 

42


FISCAL 2015 RESULTS

 

Foreign exchange fluctuations can also contribute to quarterly variances as our percentage of operations in foreign countries evolves. The effect from these variances is primarily on our revenue and to a much lesser extent, on our net margin as we benefit from natural hedges.

 

43


Management’s Discussion and Analysis

 

 

7.

Changes in Accounting Policies

 

LOGO

The audited consolidated financial statements for the year September 30, 2015 include all adjustments that CGI’s management considers necessary for the fair presentation of its financial position, results of operations, and cash flows.

FUTURE ACCOUNTING STANDARD CHANGES

The following standards have been issued but are not yet effective:

IFRS 15 - Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”, to specify how and when to recognize revenue as well as requiring the provision of more informative and relevant disclosures. IFRS 15 supersedes IAS 18, “Revenue”, IAS 11, “Construction Contracts”, and other revenue related interpretations. In July 2015, the IASB confirmed the deferral making the standard effective on October 1, 2018 for the Company, with earlier adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 9 - Financial Instruments

In July 2014, the IASB amended IFRS 9, “Financial Instruments”, to bring together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. The standard supersedes all previous versions of IFRS 9 and will be effective on October 1, 2018 for the Company with earlier application permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

 

44


FISCAL 2015 RESULTS

 

8.

Critical Accounting Estimates

 

LOGO

The Company’s significant accounting policies are described in note 3 of the audited consolidated financial statements for the year ended September 30, 2015. Certain of these accounting policies, listed below, require management to make accounting estimates and judgment that affect the reported amounts of assets, liabilities and equity and the accompanying disclosures at the date of the consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. These accounting estimates are considered critical because they require management to make subjective and/or complex judgments that are inherently uncertain and because they could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

 

 Areas impacted by estimates

 

 

 

Consolidated

balance sheets

 

 

 

Consolidated statements of earnings

 

          Revenue  

Cost of services,
selling and

administrative

 

 

Income

taxes

 Revenue recognition 1

 

  ü   ü   ü    

 Estimated losses on revenue-generating contracts

 

  ü       ü    

 Goodwill impairment

 

  ü       ü    

 Income taxes

 

  ü           ü

 Litigation and claims

 

  ü   ü   ü    

 

  1 

Affects the balance sheet through accounts receivable, work in progress and deferred revenue.

Revenue recognition

Multiple component arrangements

If an arrangement involves the provision of multiple components, the total arrangement value is allocated to each separately identifiable component based on its relative selling price at the inception of the contract. At least on a yearly basis, the Company reviews its best estimate of the selling price which is established by using a reasonable range of prices for the various services and products offered by the Company based on local market information available. Information used in determining the range is mainly based on recent contracts signed and the economic environment. A change in the range could have a material impact on the allocation of total arrangement value, and therefore on the amount and timing of revenue recognition.

System integration and consulting services under fixed-fee arrangements

Revenue from systems integration and consulting services under fixed-fee arrangements where the outcome of the arrangements can be estimated reliably is recognized using the percentage-of-completion method over the service periods. The Company primarily uses labour costs or labour hours to measure the progress towards completion. Project managers monitor and re-evaluate project forecasts at least on a monthly basis. Forecasts are reviewed to consider factors such as: changes to the scope of the contracts, delays in reaching milestones and new complexities in the project delivery. Forecast can also be affected by market risks such as the availability and retention of qualified IT professionals and/or the ability of the subcontractors to perform their obligation within agreed upon budget and timeframes. To the extent that actual labour hours our labour costs could vary from estimates, adjustments to revenues following the review of the costs to complete the projects are reflected in the period in which the facts that give rise to the revision occur. Whenever the costs are forecasted to be higher than the revenues, estimated losses on revenue-generating contracts is accounted for as described below.

 

45


Management’s Discussion and Analysis

 

Estimated losses on revenue-generating contracts

Estimated losses on revenue-generating contracts may occur due to additional contract costs which were not foreseen at inception of the contract. Projects and services are monitored by the respective managers on a monthly basis. Some of the indicators reviewed are: current financial results, client satisfaction and third party deliverables and costs.

In addition, CGI’s Engagement Assessment Services (“EAS”) team conducts a formal monthly health check assessment on CGI’s project portfolio for all contracts that has a value above an established threshold. The reviews are based on a defined set of risk dimensions and assessment categories that results in detailed reports containing actual delivery and current financial status which are reviewed with the Executive management. Due to the variability of the indicators reviewed, and because the estimates is based on many variables, estimated losses on revenue-generating contracts are subject to change.

Goodwill impairment

The carrying value of goodwill is tested for impairment annually on September 30, or earlier if events or changes in circumstances indicate that the carrying value may be impaired. In order to determine if a goodwill impairment test is required, management reviews different factors on a quarterly basis such as changes in technological or market environment, changes in assumptions used to derive the weighted average cost of capital (“WACC”) and actual financial performance compared to planned performance.

The recoverable amount of each segment has been determined based on its value in use (“VIU”) calculation which includes estimates about their future financial performance based on cash flows approved by management. However, factors such as our ability to introduce and deliver new services and business solutions, a lengthened sales cycle, the cyclically of purchases of technology services and products, the nature of a customer’s business and the structure affect future cash flow, and actual results might differ from future cash flows used in the goodwill impairment test. Key assumptions used in goodwill impairment testing are presented in note 12 of audited consolidated financial statements for the fiscal year ended September 30, 2015. Historically the Company has not recorded an impairment charge on goodwill. As at September 30, 2015, the fair value of each segment represents between 150% and 360% of its carrying value.

Income taxes

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available for their utilization. The Company considers the analysis of forecast and future tax planning strategies. Estimates of taxable profit are made based on the forecast by jurisdiction which are aligned with goodwill impairment testing assumptions, on an undiscounted basis. In addition, management considers factors such as substantively enacted tax rates, the history of the taxable profits and availability of tax strategies. Due to the uncertainty and the variability of the factors mentioned above, deferred tax asset are subject to change. Management reviews its assumption on a quarterly basis and adjusts the deferred tax assets when appropriate.

The Company is subject to taxation in numerous jurisdictions and there are transactions and calculations for which the ultimate tax determination is uncertain which occurs when there is uncertainty as to the meaning of the law, or to the applicability of the law to a particular transaction or both. In those circumstances, the Company might review administrative practice, consult tax authorities or advisors on the interpretation of tax legislation. When a tax position is uncertain, the Company recognizes an income tax benefit or reduces an income tax liability only when it is probable that the tax benefit will be realized in the future or that the income tax liability is no longer probable. The provision for uncertain tax position is made using the best estimate of the amount expected to be paid based on qualitative assessment of all relevant factors and is subject to change. The review of assumptions is done on a quarterly basis.

 

46


FISCAL 2015 RESULTS

 

Litigation and claims

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimates can be made of the amount of the obligation. The accrued litigation and legal claim provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavorable outcome. Management reviews quarterly assumptions and facts surrounding outstanding litigation and claims, involves external counsel when necessary and adjusts the provision accordingly. The Company has to be compliant with law in many jurisdictions which increase the complexity of provision for litigation review. Since the outcome of such litigation and claims are not predictable, those provisions are subject to change. Adjustments to litigation and claims provision are reflected in the period when the facts that give rise to adjustment occur.

 

47


Management’s Discussion and Analysis

 

9.

Integrity of Disclosure

 

LOGO

Our management assumes the responsibility for the existence of appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete and reliable.

CGI has a formal corporate disclosure policy whose goal is to raise awareness of the Company’s approach to disclosure among the members of the Board of Directors, senior management and employees.

The Board of Directors has the responsibility under its charter and under the securities laws that govern CGI’s continuous disclosure obligations to oversee CGI’s compliance with its continuous and timely disclosure obligations as well as the integrity of the Company’s internal controls and management information systems. The Board of Directors carries out this responsibility mainly through its Audit and Risk Management Committee.

The Audit and Risk Management Committee of CGI is composed entirely of independent directors who meet the independence and experience requirements of the New York Stock Exchange as well as those that apply under Canadian securities regulation. The role and responsibilities of the Committee include: (a) reviewing all public disclosure documents containing audited or unaudited financial information concerning CGI; (b) identifying and examining the financial and operating risks to which the Company is exposed, reviewing the various policies and practices of the Company that are intended to manage those risks, and reporting on a regular basis to the Board of Directors concerning risk management; (c) reviewing and assessing the effectiveness of CGI’s accounting policies and practices concerning financial reporting; (d) reviewing and monitoring CGI’s internal control procedures, programs and policies and assessing their adequacy and effectiveness; (e) reviewing the adequacy of CGI’s internal audit resources including the mandate and objectives of the internal auditor; (f) recommending to the Board of Directors the appointment of the external auditors, asserting the external auditors’ independence, reviewing the terms of their engagement, assessing the quality of their performance, and pursuing ongoing discussions with them; (g) reviewing all related party transactions in accordance with the rules of the New York Stock Exchange and other applicable laws and regulations; (h) reviewing the audit procedures including the proposed scope of the external auditors’ examinations; and (i) performing such other functions as are usually attributed to audit committees or as directed by the Board of Directors. In making its recommendation to the Board of Directors in relation to the annual appointment of the external auditor, the Audit and Risk Management Committee conducts an annual assessment of the external auditor following the recommendations of the Chartered Professional Accountants of Canada. The formal assessment is concluded in advance of the Annual General Meeting of Shareholders and is conducted with the assistance of key CGI personnel.

The Company evaluated the effectiveness of its disclosure controls and procedures and internal controls over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Commitee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework), supervised by and with the participation of the Chief Executive Officer and the Chief Financial Officer as of September 30, 2015. The Chief Executive Officer and Chief Financial Officer concluded that, based on this evaluation, the Company’s disclosure controls and procedures and internal controls over financial reporting were adequate and effective, at a reasonable level of assurance, to ensure that material information related to the Company and its consolidated subsidiaries would be made known to them by others within those entities.

 

48


FISCAL 2015 RESULTS

 

10.

Risk Environment

 

LOGO

10.1. RISKS AND UNCERTAINTIES

While we are confident about our long-term prospects, the following risks and uncertainties could affect our ability to achieve our strategic vision and objectives for growth and should be considered when evaluating our potential as an investment.

10.1.1. Risks Related to the Market

Economic risk

The level of business activity of our clients, which is affected by economic conditions, has a bearing upon the results of our operations. We can neither predict the impact that current economic conditions will have on our future revenue, nor predict when economic conditions will show meaningful improvement. During an economic downturn, our clients and potential clients may cancel, reduce or defer existing contracts and delay entering into new engagements. In general, companies also decide to undertake fewer IT systems projects during difficult economic times, resulting in limited implementation of new technology and smaller engagements. Since there are fewer engagements in a downturn, competition usually increases and pricing for services may decline as competitors, particularly companies with significant financial resources, decrease rates to maintain or increase their market share in our industry and this may trigger pricing adjustments related to the benchmarking obligations within our contracts. Our revenue and profitability could be negatively impacted as a result of these factors.

10.1.2. Risks Related to our Industry

The competition for contracts

CGI operates in a global marketplace in which competition among providers of IT services is vigorous. Some of our competitors possess greater financial, marketing, sales resources, and larger geographic scope in certain parts of the world than we do, which, in turn, provides them with additional leverage in the competition for contracts. In certain niche, regional or metropolitan markets, we face smaller competitors with specialized capabilities who may be able to provide competing services with greater economic efficiency. Some of our competitors have more significant operations than we do in lower cost countries that can serve as a platform from which to provide services worldwide on terms that may be more favorable. Increased competition among IT services firms often results in corresponding pressure on prices. There can be no assurance that we will succeed in providing competitively priced services at levels of service and quality that will enable us to maintain and grow our market share.

The availability and retention of qualified IT professionals

There is strong demand for qualified individuals in the IT industry. Hiring and retaining a sufficient amount of individuals with the desired knowledge and skill set may be difficult. Therefore, it is important that we remain able to successfully attract and retain highly qualified professionals and establish an effective succession plan. If our comprehensive programs aimed at attracting and retaining qualified and dedicated professionals do not ensure that we have staff in sufficient numbers and with the appropriate training, expertise and suitable government security clearances required to serve the needs of our clients, we may have to rely on subcontractors or transfers of staff to fill resulting gaps. If our succession plan fails to identify those with potential or to develop these key individuals, we may lose key members and be required to recruit and train these new resources. This might result in lost revenue or increased costs, thereby putting pressure on our earnings.

 

49


Management’s Discussion and Analysis

 

The ability to continue developing and expanding service offerings to address emerging business demands and technology trends

The rapid pace of change in all aspects of IT and the continually declining costs of acquiring and maintaining IT infrastructure mean that we must anticipate changes in our clients’ needs. To do so, we must adapt our services and our solutions so that we maintain and improve our competitive advantage and remain able to provide cost effective services. The market for the services and solutions we offer is extremely competitive and there can be no assurance that we will succeed in developing and adapting our business in a timely manner. If we do not keep pace, our ability to retain existing clients and gain new business may be adversely affected. This may result in pressure on our revenue, profit margin and resulting cash flows from operations.

Infringing on the intellectual property rights of others

Despite our efforts, the steps we take to ensure that our services and offerings do not infringe on the intellectual property rights of third parties may not be adequate to prevent infringement and, as a result, claims may be asserted against us or our clients. We enter into licensing agreements for the right to use intellectual property and may otherwise offer indemnities against liability and damages arising from third-party claims of patent, copyright, trademark or trade secret infringement in respect of our own intellectual property or software or other solutions developed for our clients. In some instances, the amount of these indemnity claims could be greater than the revenue we receive from the client. Intellectual property claims or litigation could be time-consuming and costly, harm our reputation, require us to enter into additional royalty or licensing arrangements, or prevent us from providing some solutions or services. Any limitation on our ability to sell or use solutions or services that incorporate software or technologies that are the subject of a claim could cause us to lose revenue-generating opportunities or require us to incur additional expenses to modify solutions for future projects.

Benchmarking provisions within certain contracts

Some of our outsourcing contracts contain clauses allowing our clients to externally benchmark the pricing of agreed upon services against those offered by other providers in a peer comparison group. The uniqueness of the client environment should be factored in and, if results indicate a difference outside the agreed upon tolerance, we may be required to work with clients to reset the pricing for their services. There can be no assurance that benchmarks will produce accurate or reliable data, including pricing data. This may result in pressure on our revenue, profit margin and resulting cash flows from operations.

Protecting our intellectual property rights

Our success depends, in part, on our ability to protect our proprietary methodologies, processes, know-how, tools, techniques and other intellectual property that we use to provide our services. CGI’s business solutions will generally benefit from available copyright protection and, in some cases, patent protection. Although CGI takes reasonable steps to protect and enforce its intellectual property rights, there is no assurance that such measures will be enforceable or adequate. The cost of enforcing our rights can be substantial and, in certain cases, may prove to be uneconomic. In addition, the laws of some countries in which we conduct business may offer only limited intellectual property rights protection. Despite our efforts, the steps taken to protect our intellectual property may not be adequate to prevent or deter infringement or other misappropriation of intellectual property, and we may not be able to detect unauthorized use of our intellectual property, or take appropriate steps to enforce our intellectual property rights.

 

50


FISCAL 2015 RESULTS

 

10.1.3. Risks Related to our Business

Risks associated with our growth strategy

CGI’s Build and Buy strategy is founded on four pillars of growth: first, organic growth through contract wins, renewals and extensions in the areas of outsourcing and system integration; second, the pursuit of new large outsourcing contracts; third, acquisitions of smaller firms or niche players; and fourth, transformational acquisitions.

Our ability to grow through organic growth and new large outsourcing transactions is affected by a number of factors outside of our control, including a lengthening of our sales cycle for major outsourcing contracts.

Our ability to grow through niche and transformational acquisitions requires that we identify suitable acquisition targets and that we correctly evaluate their potential as transactions that will meet our financial and operational objectives. There can be no assurance that we will be able to identify suitable acquisition candidates and consummate additional acquisitions that meet our economic thresholds, or that future acquisitions will be successfully integrated into our operations and yield the tangible accretive value that had been expected.

If we are unable to implement our Build and Buy strategy, we will likely be unable to maintain our historic or expected growth rates.

The variability of financial results

Our ability to maintain and increase our revenues is affected not only by our success in implementing our Build and Buy strategy, but also by a number of other factors, including: our ability to introduce and deliver new services and business solutions; a lengthened sales cycle; the cyclicality of purchases of technology services and products; the nature of a customer’s business; and the structure of agreements with customers. These, and other factors, make it difficult to predict financial results for any given period.

Business mix variations

The proportion of revenue that we generate from shorter-term systems integration and consulting (“SI&C”) projects, versus revenue from long-term outsourcing contracts, will fluctuate at times, affected by acquisitions or other transactions. An increased exposure to revenue from SI&C projects may result in greater quarterly revenue variations.

The financial and operational risks inherent in worldwide operations

We manage operations in numerous countries around the world. The scope of our operations subjects us to various issues that can negatively impact our operations: the fluctuations of currency (see foreign exchange risk); the burden of complying with a wide variety of national and local laws (see regulatory risk); the differences in and uncertainties arising from local business culture and practices; political, social and economic instability including the threats of terrorism, civil unrest, war, natural disasters and pandemic illnesses. Any or all of these risks could impact our global business operations and cause our profitability to decline.

Organizational challenges associated with our size

Our culture, standards, core values, internal controls and our policies need to be instilled across newly acquired businesses as well as maintained within our existing operations. To effectively communicate and manage these standards throughout a large global organization is both challenging and time consuming. Newly acquired businesses may be resistant to change and may remain attached to past methods, standards and practices which may compromise our business agility in pursuing opportunities. Cultural differences in various countries may also present barriers to introducing new ideas or aligning our vision and strategy with the rest of the organization. If we cannot overcome these obstacles in maintaining a strategic bond throughout the Company worldwide, we may not be able to achieve our growth and profitability objectives.

 

51


Management’s Discussion and Analysis

 

Taxes

In estimating our income tax payable, management uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that our tax benefits or tax liability will not materially differ from our estimates or expectations. The tax legislation, regulation and interpretation that apply to our operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which we operate. Moreover, our tax returns are continually subject to review by applicable tax authorities; it is these tax authorities that will make the final determination of the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that we may ultimately recognize. Any of the above factors could have a material adverse effect on our net income or cash flows by affecting our operations and profitability, the availability of tax credits, the cost of the services we provide, and the availability of deductions for operating losses as we develop our international service delivery capabilities.

Credit risk with respect to accounts receivable and work in progress

In order to sustain our cash flows and net earnings from operations, we must invoice and collect the amounts owed to us in an efficient and timely manner. Although we maintain provisions to account for anticipated shortfalls in amounts collected, the provisions we take are based on management estimates and on our assessment of our clients’ creditworthiness which may prove to be inadequate in the light of actual results. To the extent that we fail to perform our services in accordance with our contracts and our clients’ reasonable expectations, and to the extent that we fail to invoice clients for our services correctly in a timely manner, our collections could suffer resulting in a direct and adverse effect to our revenue, net earnings and cash flows. In addition, a prolonged economic downturn may cause clients to curtail or defer projects, impair their ability to pay for services already provided, and ultimately cause them to default on existing contracts, in each case, causing a shortfall in revenue and impairing our future prospects.

Material developments regarding major commercial clients resulting from such causes as changes in financial condition, mergers or business acquisitions

Consolidation among our clients resulting from mergers and acquisitions may result in loss or reduction of business when the successor business’ IT needs are served by another service provider or are provided by the successor Company’s own personnel. Growth in a client’s IT needs resulting from acquisitions or operations may mean that we no longer have a sufficient geographic scope or the critical mass to serve the client’s needs efficiently, resulting in the loss of the client’s business and impairing our future prospects. There can be no assurance that we will be able to achieve the objectives of our growth strategy in order to maintain and increase our geographic scope and critical mass in our targeted markets.

Early termination risk

If we should fail to deliver our services according to contractual agreements, some of our clients could elect to terminate contracts before their agreed expiry date, which would result in a reduction of our earnings and cash flow and may impact the value of our backlog. In addition, a number of our outsourcing contractual agreements have termination for convenience and change of control clauses according to which a change in the client’s intentions or a change in control of CGI could lead to a termination of the agreements. Early contract termination can also result from the exercise of a legal right or when circumstances that are beyond our control or beyond the control of our client prevent the contract from continuing. In cases of early termination, we may not be able to recover capitalized contract costs and we may not be able to eliminate ongoing costs incurred to support the contract.

 

52


FISCAL 2015 RESULTS

 

Cost estimation risks

In order to generate acceptable margins, our pricing for services is dependent on our ability to accurately estimate the costs and timing for completing projects or long-term outsourcing contracts. In addition, a significant portion of our project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price engagements is carried out in accordance with the contract terms agreed upon with our client, and revenue is recognized based on the percentage of effort incurred to date in relation to the total estimated costs to be incurred over the duration of the respective contract. These estimates reflect our best judgment regarding the efficiencies of our methodologies and professionals as we plan to apply them to the contracts in accordance with the CGI Client Partnership Management Framework (“CPMF”), a process framework that contains high standards of contract management to be applied throughout the organization. If we fail to apply the CPMF correctly or if we are unsuccessful in accurately estimating the time or resources required to fulfill our obligations under a contract, or if unexpected factors, including those outside of our control, arise, there may be an impact on costs or the delivery schedule which could have an adverse effect on our expected profit margins.

Risks related to teaming agreements and subcontracts

We derive substantial revenues from contracts where we enter into teaming agreements with other providers. In some teaming agreements we are the prime contractor whereas in others we act as a subcontractor. In both cases, we rely on our relationships with other providers to generate business and we expect to do so in the foreseeable future. Where we act as prime contractor, if we fail to maintain our relationships with other providers, we may have difficulty attracting suitable participants in our teaming agreements. Similarly, where we act as subcontractor, if our relationships are impaired, other providers might reduce the work they award to us, award that work to our competitors, or choose to offer the services directly to the client in order to compete with our business. In either case, our business, prospects, financial condition and operating results could be harmed.

Our partners’ ability to deliver on their commitments

Increasingly large and complex contracts may require that we rely on third party subcontractors including software and hardware vendors to help us fulfill our commitments. Under such circumstances, our success depends on the ability of the third parties to perform their obligations within agreed upon budgets and timeframes. If our partners fail to deliver, our ability to complete the contract may be adversely affected, which may have an unfavorable impact on our profitability.

Guarantees risk

In the normal course of business, we enter into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting and outsourcing services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require us to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties.

Risk related to human resources utilization rates

In order to maintain our profit margin, it is important that we maintain the appropriate availability of professional resources in each of our geographies by having a high utilization rate while still being able to assign additional resources to new work. Maintaining an efficient utilization rate requires us to forecast our need for professional resources accurately and to manage recruitment activities, professional training programs, attrition rates and restructuring programs appropriately. To the extent that we fail to do so, or to the extent that laws and regulations, particularly those in Europe, restrict our ability to do so, our utilization rates may be reduced; thereby having an impact on our revenue and profitability. Conversely, we may find that we do not have sufficient resources to deploy against new business opportunities in which case our ability to grow our revenue would suffer.

 

53


Management’s Discussion and Analysis

 

Client concentration risk

We derive a significant portion of our revenue from the services we provide to the U.S. federal government and its agencies, and we expect that this will continue for the foreseeable future. In the event that a major U.S. federal government agency were to limit, reduce, or eliminate the business it awards to us, we might be unable to recover the lost revenue with work from other agencies or other clients, and our business, prospects, financial condition and operating results could be materially and adversely affected. Although IFRS considers a national government and its agencies as a single client, our client base in the U.S. government economic sector is in fact diversified with contracts from many different departments and agencies.

Government business risk

Changes in government spending policies or budget priorities could directly affect our financial performance. Among the factors that could harm our government contracting business are the curtailment of governments’ use of consulting and IT services firms; a significant decline in spending by governments in general, or by specific departments or agencies in particular; the adoption of new legislation and/or actions affecting companies that provide services to governments; delays in the payment of our invoices by government payment offices; and general economic and political conditions. These or other factors could cause government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause us to lose future revenue. Government spending reductions or budget cutbacks at these departments or agencies could materially harm our continued performance under these contracts, or limit the awarding of additional contracts from these agencies.

Regulatory risk

Our global operations require us to be compliant with laws in many jurisdictions on matters such as: anti-corruption, trade restrictions, immigration, taxation, securities regulation, antitrust, data privacy and labour relations, amongst others. Complying with these diverse requirements worldwide is a challenge and consumes significant resources. Some of these laws may impose conflicting requirements; we may face the absence in some jurisdictions of effective laws to protect our intellectual property rights; there may be restrictions on the movement of cash and other assets; or restrictions on the import and export of certain technologies; or restrictions on the repatriation of earnings and reduce our earnings, all of which may expose us to penalties for non-compliance and harm our reputation.

Our business with the U.S. federal government and its agencies requires that we comply with complex laws and regulations relating to government contracts. These laws relate to the integrity of the procurement process, impose disclosure requirements, and address national security concerns, among other matters. For instance, we are routinely subject to audits by U.S. government agencies with respect to compliance with these rules. If we fail to comply with these requirements we may incur penalties and sanctions, including contract termination, suspension of payments, suspension or debarment from doing business with the federal government, and fines.

Legal claims made against our work

We create, implement and maintain IT solutions that are often critical to the operations of our clients’ business. Our ability to complete large projects as expected could be adversely affected by unanticipated delays, renegotiations, and changing client requirements or project delays. Also, our solutions may suffer from defects that adversely affect their performance; they may not meet our clients’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject us to legal liability, which could adversely affect our business, operating results and financial condition, and may negatively affect our professional reputation. We typically use reasonable efforts to include provisions in our contracts which are designed to limit our exposure to legal claims relating to our services and the applications we develop. We may not always be able to include such provisions and, where we are successful, they may not protect us adequately or may not be enforceable under some circumstances or under the laws of some jurisdictions.

 

54


FISCAL 2015 RESULTS

 

Information and infrastructure risks

Our business often requires that our clients’ applications and information, which may include their proprietary information and personal information they manage, be processed and stored on our networks and systems, and in data centres that we manage. We also process and store proprietary information relating to our business, and personal information relating to our members. Digital information and equipment are subject to loss, theft or destruction, and services that we provide may become temporarily unavailable as a result of those risks, or upon an equipment or system malfunction. The causes of such failures include human error in the course of normal operations, maintenance and upgrading activities, as well as hacking, vandalism (including denial of service attacks and computer viruses), theft, and unauthorized access (“cyber-security risks”), as well as power outages or surges, floods, fires, natural disasters and many other causes. Cyber-security risks including intrusion carried out by well-organized and well-funded private sector and government agencies, is an escalating risk which is becoming more prevalent. Cyber-security incidents often exploit previously unknown vulnerabilities and may go undetected for extended periods. Like other companies, we are subject to cyber attacks and expect to face an increasing number of such attacks in the future. The measures that we take to protect against all information infrastructure risks, including both physical and logical controls on access to premises and information may prove in some circumstances to be inadequate to prevent the loss, theft or destruction of information, or service interruptions. Such events may expose the Company to financial loss arising from the costs of remediation and those arising from litigation, claims and damages, as well as expose the Company to government sanctions and damage to our brand and reputation.

Risk of harm to our reputation

CGI’s reputation as a capable and trustworthy service provider and long term business partner is key to our ability to compete effectively in the market for IT services. The nature of our operations exposes us to the potential loss, unauthorized access to, or destruction of our clients’ information, as well as temporary service interruptions. Depending on the nature of the information or services, such events may have a negative impact on how the Company is perceived in the marketplace. Under such circumstances, our ability to obtain new clients and retain existing clients could suffer with a resulting impact on our revenue and profit.

Risks associated with the integration of new operations

The successful integration of new operations arising from our acquisition strategy or from large outsourcing contracts requires that a substantial amount of management time and attention be focused on integration tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with resulting pressure on the revenues and earnings from our existing operations. In addition, we may face complex and potentially time-consuming challenges in implementing the uniform standards, controls, procedures and policies across new operations to harmonize their activities with those of our existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities. If we are not successful in executing our integration strategies in a timely and cost-effective manner, we will have difficulty achieving our growth and profitability objectives.

Internal controls risks

Due to the inherent limitations of internal controls including the circumvention or overriding of controls, or fraud, there can only be reasonable assurance that the Company’s internal controls will detect and prevent a misstatement. If the Company is unable to design, implement, monitor and maintain effective internal controls throughout its different business environments, the efficiency of our operations might suffer, resulting in a decline in revenue and profitability, and the accuracy of our financial reporting could be impaired.

 

55


Management’s Discussion and Analysis

 

Liquidity and funding risks

The Company’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as conclude business acquisitions. By its nature, our growth strategy requires us to fund the investments required to be made using a mix of cash generated from our operations, money borrowed under our existing or future credit agreements, and equity funding generated by the issuance of shares of our share capital to counterparties in transactions, or to the general public. Our ability to raise the required funding depends on the capacity of the capital markets to meet our financing needs in a timely fashion and on the basis of interest rates and share prices that are reasonable in the context of profitability objectives. Increasing interest rates, volatility in our share price, and the capacity of our current lenders to meet our liquidity requirements are all factors that may have an adverse effect on our access to the funding we require. If we are unable to obtain the necessary funding, we may be unable to achieve our growth objectives.

Foreign exchange risk

The majority of our revenue and costs are denominated in currencies other than the Canadian dollar. Foreign exchange fluctuations impact the results of our operations as they are reported in Canadian dollars. This risk is partially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency and through the use of derivatives in our hedging strategy. As we continue our global expansion, natural hedges may begin to diminish and the use of hedging contracts exposes us to the risk that financial institutions will fail to perform their obligations under our hedging instruments. Other than the use of financial products to deliver on our hedging strategy, we do not trade derivative financial instruments.

Our functional and reporting currency is the Canadian dollar. As such, our American, European and Asian investments, operations and assets are exposed to net change in currency exchange rates. Volatility in exchange rates could have an adverse effect on our business, financial condition and results of our operations.

10.2. LEGAL PROCEEDINGS

The Company is involved in legal proceedings, audits, claims and litigation arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a material adverse effect on the Company’s financial position, results of operations or the ability to carry on any of its business activities.

 

Transfer Agent

Computershare Investor Services Inc.

(800) 564-6253

Investor Relations

Lorne Gorber

Executive Vice-President, Global Communications & Investor Relations

Telephone: (514) 841-3355

lorne.gorber@cgi.com

1350 René-Lévesque Boulevard West

15th Floor

Montreal, Quebec

H3G 1T4

Canada

 

56


FISCAL 2015 RESULTS

 

 

 

 

 

 

 

 

 

[ This page intentionally left blank ]

 

 

 

 

 

57


Consolidated Financial Statements

 

Management’s and Auditors’ reports

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING

The management of CGI Group 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 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 internal control over financial reporting and consolidated financial statements are subject to audit by the independent auditors, Ernst & Young LLP, whose report follows. They were appointed as independent auditors, by a vote of the Company’s shareholders, to conduct an integrated audit of the Company’s consolidated financial statements and of the Company’s internal control over financial reporting. In addition, the Audit and Risk Management Committee of the Board of Directors reviews the disclosure of financial information and oversees the functioning of the Company’s financial disclosure controls and procedures.

Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the Company, meet regularly with the independent auditors and with management to discuss internal controls in the financial reporting process, auditing matters and financial reporting issues and formulates the appropriate recommendations to the Board of Directors. The independent auditors have 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.

 

 

LOGO    LOGO   

 

Michael E. Roach

   François Boulanger   
President and Chief Executive Officer    Executive Vice-President and Chief Financial Officer

 

November 10, 2015

     

 

58


FISCAL 2015 RESULTS

 

Management’s and Auditors’ reports

MANAGEMENT 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 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 accounting principles generally accepted in Canada.

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 accounting principles generally accepted in Canada, 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.

As of the end of the Company’s 2015 fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on this assessment, management has determined the Company’s internal control over financial reporting as at September 30, 2015, was effective.

The effectiveness of the Company’s internal control over financial reporting as at September 30, 2015, has been audited by the Company’s independent auditors, as stated in their report appearing on page 60.

 

 

LOGO    LOGO   

 

Michael E. Roach

   François Boulanger   
President and Chief Executive Officer    Executive Vice-President and Chief Financial Officer

 

November 10, 2015

     

 

59


Consolidated Financial Statements

 

Management’s and Auditors’ reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Shareholders of CGI Group Inc.

We have audited CGI Group Inc.’s (the “Company”) internal control over financial reporting as of September 30, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework) (“the COSO criteria”). The Company’s management is responsible 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 Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) 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 (3) 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.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2015 based on the COSO criteria.

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as at and for the year ended September 30, 2015, and our report dated November 10, 2015 expressed an unqualified opinion thereon.

 

LOGO

Ernst & Young LLP

Montréal, Canada

November 10, 2015

 

1. CPA auditor, CA, public accountancy permit No. A122227

 

60


FISCAL 2015 RESULTS

 

Management’s and Auditors’ reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS

To the Board of Directors and Shareholders of CGI Group Inc.

We have audited the accompanying consolidated financial statements of CGI Group Inc. (the “Company”), which comprise the consolidated balance sheets as of September 30, 2015 and 2014 and the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years ended September 30, 2015 and 2014, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of CGI Group Inc. as at September 30, 2015 and 2014, and its financial performance and its cash flows for the years ended September 30, 2015 and 2014, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other matter

We have also audited, in accordance with the standards of the Public company Accounting Oversight Board (United States), CGI Group Inc.‘s internal control over financial reporting as of September 30, 2015, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework) and our report dated November 10, 2015 expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

LOGO

Ernst & Young LLP

Montréal, Canada

November 10, 2015

 

1. CPA auditor, CA, public accountancy permit No. A122227

 

61


Consolidated Financial Statements

 

Consolidated Statements of Earnings

For the years ended September 30

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

 

      2015            2014  
     $           $  

 Revenue

     10,287,096              10,499,692   

 Operating expenses

        

 Costs of services, selling and administrative (Note 23)

     8,819,055            9,129,791   

 Integration-related costs (Note 26b)

                127,341   

 Restructuring costs (Note 13)

     35,903              

 Net finance costs (Note 25)

     92,857            99,268   

 Foreign exchange loss

     10,733              13,042   
       8,958,548              9,369,442   

 Earnings before income taxes

     1,328,548            1,130,250   

 Income tax expense (Note 16)

     350,992              270,807   

 Net earnings

     977,556              859,443   

 Earnings per share (Note 21)

        

 Basic earnings per share

     3.14            2.78   

 Diluted earnings per share

     3.04              2.69   

See Notes to the Consolidated Financial Statements.

 

62


FISCAL 2015 RESULTS

 

Consolidated Statements of Comprehensive Income

For the years ended September 30

(in thousands of Canadian dollars)

 

      2015           2014  
     $          $  

  Net earnings

     977,556             859,443   

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

       

 Net unrealized gains on translating financial statements of foreign operations

     599,650           221,279   

 Net losses on derivative financial instruments and on translating long-term debt designated as hedges of net investments in foreign operations

     (246,662        (100,869

 Net unrealized gains on cash flow hedges

     17,708           20,729   

 Net unrealized gains on available-for-sale investments

     142           941   

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

       

 Net remeasurement losses on defined benefit plans

     (1,236          (35,311

  Other comprehensive income

     369,602             106,769   

  Comprehensive income

     1,347,158             966,212   

See Notes to the Consolidated Financial Statements.

 

63


Consolidated Financial Statements

 

Consolidated Balance Sheets

As at September 30

(in thousands of Canadian dollars)

 

      2015            2014  
     $           $  

 Assets