EX-99.1 2 d540618dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Management’s Discussion and Analysis

 

For the years ended September 30, 2023 and 2022

 

   LOGO


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

November 8, 2023

BASIS OF PRESENTATION

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

Throughout this document, CGI Inc. is referred to as “CGI”, “we”, “us”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the audited consolidated financial statements and the notes thereto for the years ended September 30, 2023 and 2022. 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 noted.

MATERIALITY OF DISCLOSURES

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

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of the Company, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to develop and expand our services, to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions by 2030, as well as the reputational and financial risks attendant to cybersecurity breaches and other incidents, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, interest rate fluctuations and the discontinuation of major interest rate benchmarks and changes in creditworthiness and credit

 

© 2023 CGI Inc.    Page    1


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

ratings; as well as other risks identified or incorporated by reference in this MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this MD&A are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this MD&A, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in section 10 - Risk Environment, which is incorporated by reference in this cautionary statement. We also caution readers that the risks described in the previously mentioned section and in other sections of this MD&A are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

 

© 2023 CGI Inc.    Page    2


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

KEY PERFORMANCE MEASURES

The reader should note that the Company reports its financial results in accordance with IFRS. However, we use a combination of GAAP, non-GAAP and supplementary financial measures and ratios to assess the Company’s performance. The non-GAAP measures used in this MD&A do not have any standardized meaning prescribed by IFRS 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 most relevant key performance measures :

 

   
Growth   

Revenue prior to foreign currency impact (non-GAAP) – is a measure of revenue before foreign currency translation impacts. This is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Given that we have a strong presence globally and are affected by most major international currencies, management believes that it is helpful to adjust revenue to exclude the impact of currency fluctuations to facilitate period-to-period comparisons of business performance and that this measure is useful for investors for the same reason. A reconciliation of the revenue prior to foreign currency impact to its closest IFRS measure can be found in sections 3.4. and 5.4. of the present document.

 

    

Constant currency revenue growth (non-GAAP) – is a measure of revenue growth before foreign currency translation impacts. This is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Management believes its use of this measure is helpful for investors to facilitate period-to-period comparisons of our business growth.

 

    

Bookings – are new binding contractual agreements including wins, extensions and renewals. In addition, our bookings are comprised of committed spend and estimates from management that are subject to change, including demand-driven usage, such as volume based and time and material contracts, as well as price indexation and options years and services. Management evaluates factors such as prices and past history to support its estimates. Management believes that it is a key indicator of the volume of our business over time and potential future revenue and that it is useful trend information to investors for the same reason. Information regarding our bookings is not comparable to, nor should it be substituted for, an analysis of our revenue. Additional information on bookings can be found in sections 3.1. and 5.1. of the present document.

 

    

Backlog – includes bookings, backlog acquired through business acquisitions, backlog consumed during the period as a result of client work performed as well as the impact of foreign currencies to our existing contracts. Backlog incorporates estimates from management that are subject to change and are mainly driven from bookings. Backlog is reduced when a client decision which decreases contractual commitment such as through contract cancellation. Management tracks this measure as it is a key indicator of our best estimate of contracted revenue to be realized in the future and believes that this measure is useful trend information to investors for the same reason.

 

    

Book-to-bill ratio – is a measure of the proportion of the value of our bookings to our revenue in the quarter. This metric allows management to monitor the Company’s business development efforts during the quarter to ensure we grow our backlog and our business over time and management believes that this measure is useful for investors for the same reason.

 

     Book-to-bill ratio trailing twelve months – is a measure of the proportion of the value of our bookings to our revenue over the last trailing twelve-month period as management believes that monitoring the Company’s bookings over a longer period is a more representative measure as the services and contract type, size and timing of bookings could cause this measurement to fluctuate significantly if taken for only a three-month period and as such is useful for investors for the same reason. Management’s objective is to maintain a target ratio greater than 100% over a trailing twelve-month period.

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

   
Profitability   

Specific items includes cost optimization program and acquisition-related and integration costs. Cost optimization program mainly includes cost related to vacated leased premises and termination of employment. Acquisition-related costs mainly include third-party professional fees incurred to close acquisitions. Integration costs are mainly comprised of expenses due to redundancy of employment and contractual agreements, cancellation of acquired leased premises and costs related to the integration towards the CGI operating model such as training activities.

 

    

Earnings before income taxes – is a measure of earnings generated for shareholders before income taxes.

 

    

Earnings before income taxes margin – is obtained by dividing our earnings before income taxes by our revenues. Management believes a percentage of revenue measure is meaningful for better comparability from period-to-period.

 

    

Adjusted EBIT (non-GAAP) – is a measure of earnings excluding specific items, net finance costs and income tax expense. Management believes its use of this measure which excludes items that are non-related to day-to-day operations, such as the impact of specific items, capital structure and income taxes, is helpful to investors to better evaluate the Company’s core operating performance. This measure also allows for better comparability from period-to-period and trend analysis. A reconciliation of the adjusted EBIT to its closest IFRS measure can be found in sections 3.7. and 5.6. of the present document.

 

   
    

Adjusted EBIT margin (non-GAAP) – is obtained by dividing our adjusted EBIT by our revenues. Management believes its use of this measure which evaluates our core operating performance before specific items, capital structure and income taxes when compared to the growth of our revenues is relevant to investors for better comparability from period-to-period. This measure demonstrates the Company’s ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the adjusted EBIT to its closest IFRS measure can be found in sections 3.7. and 5.6. of the present document.

 

    

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

 

    

Net earnings margin – is obtained by dividing our net earnings by our revenues. Management believes a percentage of revenue measure is meaningful for better comparability from period-to-period.

 

    

Diluted earnings per share (diluted EPS) – is a measure of net earnings generated for shareholders on a per share basis, assuming all dilutive elements are exercised. Please refer to note 21 of our audited consolidated financial statements for additional information on earnings per share.

 

    

Net earnings excluding specific items (non-GAAP) – is a measure of net earnings excluding the cost optimization program and acquisition-related and integration costs. Management believes its use of this measure best demonstrates to investors the net earnings generated from our day-to-day operations by excluding specific items, for better comparability from period-to-period. A reconciliation of the net earnings excluding specific items to its closest IFRS measure can be found in sections 3.8.3. and 5.6.1. of the present document.

 

     Net earnings margin excluding specific items (non-GAAP) – is obtained by dividing our net earnings excluding specific items by our revenues. Management believes its use of this measure which evaluates our core operating performance when compared to the growth of our revenues is relevant to investors to assess their returns and for better comparability from period-to-period. This measure demonstrates the Company’s ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the net earnings excluding specific items to its closest IFRS measure can be found in sections 3.8.3. and 5.6.1. of the present document.

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

   
    

Diluted earnings per share excluding specific items (non-GAAP) – is defined as the net earnings excluding specific items on a per share basis. Management believes its use of this measure is useful for investors as excluding specific items best reflects the Company’s ongoing operating performance on a per share basis and allows for better comparability from period-to-period. The diluted earnings per share reported in accordance with IFRS can be found in sections 3.8. and 5.6. of the present document while the basic and diluted earnings per share excluding specific items can be found in sections 3.8.3. and 5.6.1. of the present document.

 

    

Effective tax rate excluding specific items (non-GAAP) – is obtained by dividing our income tax expense by earnings before income taxes, before specific items. Management uses this measure to analyze the impact of changes in income tax rate and profitability mix from day-to-day operations on its effective tax rate and is useful for investors for the same reason. A reconciliation of the effective tax rate excluding specific items to its closest IFRS measure can be found in sections 3.8.3. and 5.6.1. of the present document.

 

Liquidity   

Cash provided by operating activities – is a measure of cash generated from managing our day-to-day business operations. Management believes strong operating cash flow is indicative of financial flexibility, allowing us to execute the Company’s strategy.

 

    

Cash provided by operating activities as a percentage of revenue – is obtained by dividing our cash provided by operating activities by our revenues. Management believes strong operating cash flow compared to our revenues is a key indicator of our financial flexibility to execute the Company’s growth strategy.

 

    

Days sales outstanding (DSO) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by our most recent quarter’s revenue over 90 days. Management tracks this metric closely to ensure timely collection and healthy liquidity. Management believes that this measure is useful for investors as it demonstrates the Company’s ability to timely convert its trade receivables and work in progress into cash.

 

Capital Structure   

Net debt (non-GAAP) – is obtained by subtracting from our debt and lease liabilities, our cash and cash equivalents, short-term investments, long-term investments and adjusting for fair value of foreign currency derivative financial instruments related to debt. Management believes its use of the net debt metric to monitor the Company’s financial leverage is useful for investors as it provides insight into its financial strength. A reconciliation of net debt to its closest IFRS measure can be found in section 4.5. of the present document.

 

    

Net debt to capitalization ratio (non-GAAP) – is a measure of our level of financial leverage and is obtained by dividing the net debt by the sum of shareholders’ equity and net debt. Management believes its use of the net debt to capitalization ratio is useful for investors as it monitors the proportion of debt versus capital used to finance the Company’s operations.

 

     Return on invested capital (ROIC) (non-GAAP) – is a measure of the Company’s efficiency at allocating the capital under its control to profitable investments and is calculated as the proportion of the net earnings excluding net finance costs after-tax for the last twelve months, over the last four quarters’ average invested capital, which is defined as the sum of shareholders’ equity and net debt. Management believes its use of this ratio is useful for investors as it assesses how well it is using its capital to generate returns.

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

REPORTING SEGMENTS

The Company is managed through the following nine operating segments: Western and Southern Europe (primarily France, Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific). Please refer to sections 3.4., 3.6., 5.4. and 5.5. of the present document and to note 29 of our audited consolidated financial statements for additional information on our segments.

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

MD&A OBJECTIVES AND CONTENTS

In this document, we:

 

   

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

 

   

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

 

   

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

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

 

     

Section

 

   Contents

 

  

Pages

 

   

1.  Corporate

   1.1.    About CGI    9
   

Overview

   1.2.    Vision and Strategy    10
   
     1.3.

 

  

Competitive Environment

 

  

12

 

       

2.  Highlights and

   2.1.    Selected Yearly Information and Key Performance Measures    13
   

Key Performance

   2.2.    Stock Performance    14
   

Measures

   2.3.

 

  

Subsequent Event

 

  

15

 

       

3.  Financial Review

   3.1.    Bookings and Book-to-Bill Ratio    16
   
     3.2.    Foreign Exchange    17
   
     3.3.    Revenue Distribution    18
   
     3.4.    Revenue by Segment    19
   
     3.5.    Operating Expenses    22
   
     3.6.    Adjusted EBIT by Segment    23
   
     3.7.    Earnings Before Income Taxes    25
   
     3.8.

 

  

Net Earnings and Earnings Per Share

 

  

26

 

       

4.  Liquidity

   4.1.    Consolidated Statements of Cash Flows    28
   
     4.2.    Capital Resources    30
   
     4.3.    Contractual Obligations    31
   
     4.4.    Financial Instruments and Hedging Transactions    31
   
     4.5.    Selected Measures of Capital Resources and Liquidity    32
   
     4.6.    Guarantees    33
   
     4.7.

 

  

Capability to Deliver Results

 

  

33

 

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

     

Section

 

   Contents

 

  

Pages

 

       

5.  Fourth Quarter

   5.1.    Bookings and Book-to-Bill Ratio    34
   

Results

   5.2.    Foreign Exchange    35
   
     5.3.    Revenue Distribution    36
   
     5.4.    Revenue by Segment    37
   
     5.5.    Adjusted EBIT by Segment    40
   
     5.6.    Net Earnings and Earnings Per Share    42
   
     5.7.

 

  

Consolidated Statements of Cash Flows

 

  

44

 

     

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.

 

  

46

     

7.  Changes in Accounting
Policies

 

   A summary of accounting standards adopted and future accounting standard changes.

 

  

48

     

8.  Critical
Accounting
Estimates

 

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

 

  

50

     

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.

 

  

53

 

       

10.  Risk Environment

   10.1.   

Risks and Uncertainties

 

   54
   10.2.

 

  

Legal Proceedings

 

  

67

 

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

1.

Corporate Overview

1.1. ABOUT CGI

Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading IT and business consulting services firm with approximately 91,500 consultants and professionals worldwide. We use the power of technology to help clients accelerate their holistic digital transformation.

CGI has a people-centered culture, operating where our clients live and work to build trusted relationships and to advance our shared communities. Our consultants and professionals are committed to providing actionable insights that help clients achieve business outcomes. They leverage global delivery centers that deliver scale, innovation and delivery excellence for every engagement.

End-to-end services and solutions

CGI delivers end-to-end services that help clients achieve the highest returns on their digital investments. We call this ROI-led digitization. Our insights-driven end-to-end services and solutions work together to help clients design, implement, run and operate the technology critical to achieving their business strategies. Our portfolio encompasses:

 

  i.

Business and strategic IT consulting, and systems integration services: CGI helps clients drive sustainable value in critical consulting areas, including strategy, organization and change management, core operations and technology. Within each of these areas, our consultants also deliver a broad range of business offerings to address client executives’ priorities, including designing and advancing strategies for the responsible use of artificial intelligence (AI), sustainable supply chain management, environmental, social and governance (ESG), mergers and acquisitions, and more. In the area of systems integration, we help clients accelerate the enterprise modernization of their legacy systems and adopt new technologies to drive innovation and deliver real-time and insight-driven customer and citizen services.

 

  ii.

Managed IT and business process services: Working as an extension of our clients’ organizations, we take on full or partial responsibility for managing their IT functions, freeing them up to focus on their strategic business direction. Our services enable clients to reinvest, alongside CGI, in the successful execution of their digital transformation roadmaps. We help them increase agility, scalability and resilience; deliver operational efficiencies, innovations and reduced costs; and embed security and data privacy controls. Typical services include: application development, modernization and maintenance; holistic enterprise digitization, automation, hybrid and cloud management; and business process services.

 

  iii.

Intellectual property (IP): CGI’s portfolio of IP solutions are highly configurable “business platforms as a service” that are embedded within our end-to-end service offerings and utilize integrated security, data privacy practices, provider-neutral cloud approaches, and advanced AI capabilities to provide immediate benefits to clients. We invest in, and deliver, market-leading IP to drive business outcomes within each of our target industries. We also collaborate with clients to build and evolve IP-based solutions while enabling a higher degree of flexibility and customization for their unique modernization and digitization needs.

Deep industry and technology expertise

CGI has long-standing and focused practices in all of its core industries, providing clients with a partner that is not only an expert in IT, but also an expert in their respective industries. This combination of business knowledge and digital technology expertise allows us to help our clients navigate complex challenges and focus on value creation. In the process, we evolve the services and solutions we deliver within our targeted industries and provide thought leadership, blueprints, frameworks and technical accelerators that help client evolve their ecosystems.

Our targeted industries include financial services (including banking and insurance), government (including space), manufacturing, retail and distribution (including consumer services, transportation and logistics), communications and utilities (including energy and media), and health (including life sciences). To help orchestrate our global posture across these

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

industries, our leaders regularly participate in cabinet meetings and councils to advance the strategies, services and solutions we deliver to our clients.

Helping clients leverage technology to its fullest

Macro trends such as supply chain reconfiguration, climate change and energy transition, and demographic shifts including aging populations and talent shortages require new business models and ways of working. At the same time, technology is reshaping our future and creating new opportunities.

Accelerating digitization provides the inclusive, economically vibrant, and sustainable future our clients’ customers and citizens demand. Leveraging technology to its fullest helps clients to lead within their industries. Our end-to-end digital services, industry and technology expertise, and operational excellence combine to help clients advance their holistic digital transformation.

Through our proprietary Voice of Our Clients research, we analyzed the characteristics of leading digital organizations and found three common attributes:

 

   

They have highly agile business models to address digitization and integrate new technology, are better at operating as aligned teams between business and IT, and extend their digital strategy to their external ecosystem.

 

   

They have been faster in modernizing the entire IT environment - including through automation - while assuring security and data privacy.

 

   

They are addressing business transformation holistically, including culture change, ecosystem touchpoints, and the integration of sustainability objectives.

Digital leaders across industries seek new ways to evolve their strategy and operational models and use technology and information to improve how they operate, deliver products and services, and create value.

CGI helps clients adopt leading digital attributes and design, manage, protect and evolve their digital value chains to accelerate business outcomes.

Quality processes

Our clients expect consistent service wherever and whenever they engage us. We have an outstanding track record of on-time, within-budget delivery as a result of our commitment to excellence and our robust governance model - CGI’s Management Foundation.

Our Management Foundation provides a common business language, frameworks and practices for managing operations consistently across the globe, driving continuous improvement. We also invest in rigorous quality and service delivery standards including the International Organization for Standardization (ISO) and Capability Maturity Model Integration (CMMI) certification programs, as well as a comprehensive Client Satisfaction Assessment Program, with signed client assessments, to ensure high satisfaction on an ongoing basis.

1.2. VISION AND STRATEGY

CGI is unique compared to most companies, as our vision is based on a dream: “To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of.” This dream has motivated us since our founding in 1976 and drives our vision: “To be a global, world-class end-to-end IT and business consulting services leader helping our clients succeed.”

In pursuing our dream and vision, CGI has been highly disciplined throughout its history in executing a Build and Buy profitable growth strategy comprised of four pillars that combine profitable organic growth (Build) and accretive acquisitions (Buy):

Pillar 1: Win, renew and extend contracts

Pillar 2: New large managed IT and business process services contracts

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

These first two pillars relate to driving profitable organic growth through the pursuit of contracts with new and existing clients in our targeted industries. As such, CGI engages with new and existing clients on four levers in our portfolio of end-to-end services and solutions: Business and Strategic IT Consulting, Systems Integration, Managed Services and IP-based services. Successes in these pillars reflect the strength of our end-to-end portfolio of capabilities, the depth of expertise of our consultants in business and IT, client satisfaction in our delivery excellence, and the appreciation of the proximity model by our clients, both existing and potential.

Pillar 3: Metro market acquisitions

Pillar 4: Large, transformational acquisitions

The third and fourth pillars focus on growth through accretive acquisitions. The third pillar for metro market acquisitions complements the proximity model and helps to provide a fuller range of end-to-end services. The fourth pillar for large transformational acquisitions helps to further expand our geographic footprint and reach the critical mass required to compete for large managed IT and business process services contracts and broaden our client relationships. Both the third and fourth pillars are supported by three levers. First, is our range of end-to-end services that allow us to consider a broad range of acquisitions. A second lever is CGI’s industry sector mix that helps us mirror the IT spend of each metro market over time. A final lever across pillars three and four focuses on IP-based services firms that offer consulting services and managed services that leverage their solutions.

CGI will continue to be a consolidator in the IT and business consulting services industry by being active across these four pillars.

Executing our strategy

CGI’s strategy is executed through a business model that combines client proximity with an extensive global delivery network to deliver the following benefits:

Local relationships and accountability: We live and work near our clients to provide a high level of responsiveness, partnership, and innovation. Our local consultants and professionals speak our clients’ language, understand their business and industries, and collaborate to meet their goals and advance their business.

Global reach: Our local presence is complemented by an expansive global delivery network that ensures our clients have 24/7 access to best-fit digital capabilities and resources to meet their end-to-end needs. In addition, clients benefit from our unique combination of industry domain and technology expertise within our global delivery model.

Committed experts: One of our key strategic goals is to be our clients’ partner and expert of choice. To achieve this, we invest in developing and recruiting professionals with extensive industry, business and in-demand technology expertise. Individually and collectively, each of our experts embody partnership behaviors in all they do by being consultative and building trusted relationships with each other, our clients, shareholders, and within our communities. In addition, a majority of consultants and professionals are also owners through our Share Purchase Plan, which, combined with the Profit Participation Plan, provide an added level of commitment to the success of our clients.

Everyday innovation: Our approach to client engagements is to continuously bring forward actionable insights that support clients’ ROI-led digitization priorities. Through our client satisfaction program, we regularly assess the degree to which clients find that CGI introduced applicable innovation to the engagements we deliver for them, including through our ideas, processes, tools and offerings. We also scale innovative solutions co-created with clients through a global governance model.

Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction assessments has resulted in a consistent track record of on-time and within-budget project delivery. With regular reviews of engagements and transparency at all levels, the Company ensures that client objectives and its own

 

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Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

quality objectives are consistently followed at all times. This thorough process enables CGI to generate continuous improvements for all stakeholders by applying corrective measures as soon as they are required.

ESG strategy: At CGI, our ESG strategy is key to contributing to our strategic goal to be recognized by our stakeholders as an engaged, ethical and responsible corporate citizen within our communities. Our commitments align with the United Nations (UN) Global Compact’s 10 principles and we are recognized by leading international indices, including EcoVadis, Carbon Disclosure Project (CDP) and Dow Jones Sustainability Indices (DJSI). We prioritize partnerships with clients, while also collaborating with educational institutions and local organizations, on three global priorities: people, communities and climate. We demonstrate our commitment to a sustainable world through projects delivered in collaboration with clients and through operating practices, supply chain management, and community service activities.

1.3. COMPETITIVE ENVIRONMENT

As the market dynamics and industry trends continue to increase client demand for ROI-led digitization, CGI is well-positioned to serve as a digital partner and expert of choice. We work with clients across the globe to implement digital strategies, roadmaps and solutions that help clients transform the customer/citizen experience, drive the launch of new products and services, and deliver efficiencies and cost savings.

CGI’s competition is comprised of a variety of firms, from local companies providing specialized services and software, government pure-plays to global business consulting and IT services providers. All of these players are competing to deliver some or all of the services we provide.

Many factors distinguish the industry leaders, including the following:

• Depth and breadth of industry and technology expertise;

• Local presence and strength of client relationships;

• Extensive and flexible global delivery network, including onshore, nearshore and offshore options;

• Breadth of digital IP solutions;

• Total cost of services and value delivered;

• Ability to deliver practical innovation for measurable results; and

• Consistent, on-time, within-budget delivery everywhere the client operates.

CGI is one of the leaders in the industry with respect to the combination of these factors. CGI is one of few firms with the scale, reach, and capabilities to meet clients’ enterprise business and technology needs.

 

© 2023 CGI Inc.    Page    12


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

2.

Highlights and Key Performance Measures

2.1. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES

 

 

As at and for the years ended September 30,

 

 

 

2023

 

   

 

2022

 

   

 

2021

 

    

 

Change

2023 / 2022

 

    

 

Change

2022 / 2021

 

 
   

In millions of CAD unless otherwise noted

                                         
   

Growth

                                         
           

Revenue

    14,296.4       12,867.2       12,126.8        1,429.2        740.4  
           

Year-over-year revenue growth

    11.1%       6.1%       (0.3%)                    
           

Constant currency revenue growth

    8.0%       10.5%       1.1%                    
           

Backlog1

    26,059       24,055       23,059        2,004        996  
           

Bookings

    16,259       13,966       13,843        2,293        123  
           

Book-to-bill ratio

    113.7%       108.5%       114.2%        5.2%        (5.7%)  
   

Profitability

                                         
           

Earnings before income taxes

        2,197.9           1,967.0       1,838.0        230.9        129.0  
           

Earnings before income taxes margin

    15.4%       15.3%       15.2%        0.1%        0.1%  
           

Adjusted EBIT2

    2,312.7       2,086.6       1,952.2        226.1        134.4  
           

Adjusted EBIT margin

    16.2%       16.2%       16.1%        —%        0.1%  
           

Net earnings

    1,631.2       1,466.1       1,369.1        165.1        97.0  
           

Net earnings margin

    11.4%       11.4%       11.3%        —%        0.1%  
           

Diluted EPS (in dollars)

    6.86       6.04       5.41        0.82        0.63  
           

Net earnings excluding specific items2

    1,680.0       1,487.9       1,374.9        192.1        113.0  
           

Net earnings margin excluding specific items

    11.8%       11.6%       11.3%        0.2%        0.3%  
           

Diluted EPS excluding specific items (in dollars)2

    7.07       6.13       5.43        0.94        0.70  
   

Liquidity

                                         
           

Cash provided by operating activities

    2,112.2       1,865.0       2,115.9        247.2        (250.9)  
           

As a percentage of revenue

    14.8%       14.5%       17.4%        0.3%        (2.9%)  
           

Days sales outstanding

    44       49       45        (5)        4  
   

Capital structure

                                         
           

Long-term debt and lease liabilities3

    3,742.3       3,976.2       4,178.6             (233.9)             (202.4)  
           

Net debt2

    2,134.6       2,946.9       2,535.9        (812.3)        411.0  
           

Net debt to capitalization ratio

    20.4%       28.8%       26.6%        (8.4%)        2.2%  
           

Return on invested capital

    16.0%       15.7%       14.9%        0.3%        0.8%  
   

Balance sheet

                                         
           

Cash and cash equivalents, and short-term investments

    1,575.6       972.6       1,700.2        603.0             (727.6)       
           

Total assets

        15,799.5               15,175.4               15,021.0            624.1        154.4  
           

Long-term financial liabilities4

    2,386.2       3,731.3       3,659.8        (1,345.1)        71.5  

 

1 

Approximately $10.0 billion of our backlog as at September 30, 2023 is expected to be converted into revenue within the next twelve months, $8.6 billion within one to three years, $3.1 billion within three to five years and $4.4 billion in more than five years.

 

2 

Please refer to sections 3.7., 3.8.3. and 4.5. of the respective Fiscal years’ MD&A for the reconciliation of non-GAAP financial measures.

 

3

Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.

 

4

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

 

© 2023 CGI Inc.    Page    13


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

2.2. STOCK PERFORMANCE

 

LOGO

2.2.1. Fiscal 2023 Trading Summary

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

 

TSX      (CAD)         NYSE      (USD)  
Open:      103.94         Open:      75.77  
High:      142.31         High:      107.66  
Low:      100.74         Low:      72.23  
Close:      133.88         Close:      98.49  
CDN average daily trading volumes1:      559,171         NYSE average daily trading volumes:      139,834  

 

1 

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

 

© 2023 CGI Inc.    Page    14


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

2.2.2. Normal Course Issuer Bid (NCIB)

On January 31, 2023, the Company’s Board of Directors authorized and subsequently received regulatory approval from the TSX for the renewal of CGI’s NCIB which allows for the purchase for cancellation of up to 18,769,394 Class A subordinate voting shares (Class A Shares) representing 10% of the Company’s public float as of the close of business on January 24, 2023. Class A Shares may be purchased for cancellation under the NCIB commencing on February 6, 2023 until no later than February 5, 2024, or on such earlier date when the Company has either acquired the maximum number of Class A Shares allowable under the NCIB or elects to terminate the bid.

During the year ended September 30, 2023, the Company purchased for cancellation 6,202,546 Class A Shares under its current NCIB for a total consideration of $786.9 million, at a weighted average price of $126.87. The purchased shares included 3,344,996 Class A Shares purchased for cancellation from Caisse de dépôt et de placement du Québec, for a total consideration of $400.0 million. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB. In addition, during the year ended September 30, 2023, the Company paid for and cancelled 100,100 Class A Shares under its previous NCIB for a total consideration of $10.3 million, at a weighted average price of $102.81, which were purchased, or committed to be purchased, but not cancelled as at September 30, 2022.

As at September 30, 2023, of the 6,202,546 Class A Shares purchased for cancellation, 68,550 Class A Shares remain unpaid for $9.2 million.

As at September 30, 2023, the Company could purchase up to 12,566,848 Class A Shares for cancellation under the current NCIB.

2.2.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at November 3, 2023:

 

 
    Capital Stock and Options Outstanding    As at November 3, 2023  
   

Class A subordinate voting shares

     205,872,778  
   

Class B multiple voting shares

     26,445,706  
   

Options to purchase Class A subordinate voting shares

     5,140,727  

2.3. SUBSEQUENT EVENT

On October 10, 2023, the Company acquired Momentum Consulting Corp., an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida for a total purchase price of $50.5 million. The acquisition added approximately 175 professionals to the Company.

 

© 2023 CGI Inc.    Page    15


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

3.

Financial Review

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the year were $16.3 billion representing a book-to-bill ratio of 113.7%. The breakdown of the new bookings signed during the year is as follows:

 

LOGO

Information regarding our bookings is a key indicator of the volume of our business over time. Additional information on bookings can be found in the Key Performance Measures section of the present document. The following table provides a summary of the bookings and book-to-bill ratio by segment:

 

 In thousands of CAD except for percentages   

Bookings for the year ended 

September 30, 2023 

  

Book-to-bill ratio for the year  

ended September 30, 2023  

     
Total CGI    16,259,144     113.7% 
     
U.S. Federal    2,878,094     148.1% 
     
Western and Southern Europe    2,829,306     110.3% 
     
U.S. Commercial and State Government    2,734,687     110.9% 
     
Canada    2,518,745     112.7% 
     
Scandinavia and Central Europe    1,831,999     105.3% 
     
U.K. and Australia    1,763,767     105.2% 
     
Finland, Poland and Baltics    883,321     101.7% 
     
Northwest and Central-East Europe    819,224     102.4% 

 

© 2023 CGI Inc.    Page 16


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

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,

 

  

2023 

 

    

2022 

 

    

Change

 

 
     

U.S. dollar

  

 

  1.3538 

 

  

 

  1.3756 

 

  

 

  (1.6%) 

 

     

Euro

  

 

1.4327 

 

  

 

1.3454 

 

  

 

6.5% 

 

     

Indian rupee

  

 

0.0162 

 

  

 

0.0169 

 

  

 

(4.1%) 

 

     

British pound

  

 

1.6530 

 

  

 

1.5310 

 

  

 

8.0% 

 

     

Swedish krona

  

 

0.1243 

 

  

 

0.1236 

 

  

 

0.6% 

 

Average foreign exchange rates

 

  For the years ended September 30,

 

  

2023 

 

    

2022 

 

    

Change

 

 
     

U.S. dollar

  

 

  1.3485 

 

  

 

  1.2777 

 

  

 

  5.5% 

 

     

Euro

  

 

1.4399 

 

  

 

1.3833 

 

  

 

4.1% 

 

     

Indian rupee

  

 

0.0164 

 

  

 

0.0166 

 

  

 

(1.2%) 

 

     

British pound

  

 

1.6544 

 

  

 

1.6333 

 

  

 

1.3% 

 

     

Swedish krona

  

 

0.1270 

 

  

 

0.1328 

 

  

 

(4.4%) 

 

 

© 2023 CGI Inc.    Page 17


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

3.3. REVENUE DISTRIBUTION

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

 

LOGO

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 entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 13.5% of our revenue for Fiscal 2023 as compared to 13.3% for Fiscal 2022.

 

© 2023 CGI Inc.    Page    18


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

3.4. REVENUE BY SEGMENT

Our segments are reported based on where the client’s work is delivered from within our geographic delivery model.

The table below provides a summary of the year-over-year changes in our revenue, in total and by segment before eliminations, separately showing the impacts of foreign currency exchange rate variations between Fiscal 2023 and Fiscal 2022. The Fiscal 2022 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 same period’s results converted with the prior year’s foreign exchange rates.

 

   
    For the years ended September 30,                Change  
   2023     2022     $     %  

In thousands of CAD except for percentages

          
         

Total CGI revenue

         14,296,360           12,867,201             1,429,159                     11.1
         

Constant currency revenue growth

     8.0%                          
         

Foreign currency impact

     3.1%                          
         

Variation over previous period

     11.1%              
         

Western and Southern Europe

                                
         

Revenue prior to foreign currency impact

     2,511,388         2,152,113         359,275         16.7 %   
         

Foreign currency impact

     94,538                          
         

Western and Southern Europe revenue

     2,605,926       2,152,113       453,813       21.1
         

U.S. Commercial and State Government

                                
         

Revenue prior to foreign currency impact

     2,158,461       2,075,321       83,140       4.0
         

Foreign currency impact

     119,535                          
         

U.S. Commercial and State Government revenue

     2,277,996       2,075,321       202,675       9.8
         

Canada

                                
         

Revenue prior to foreign currency impact

     2,062,794       1,981,380       81,414       4.1
         

Foreign currency impact

     1,865                          
         

Canada revenue

     2,064,659       1,981,380       83,279       4.2
         

U.S. Federal

                                
         

Revenue prior to foreign currency impact

     1,831,839       1,750,902       80,937       4.6
         

Foreign currency impact

     103,399                          
         

U.S. Federal revenue

     1,935,238       1,750,902       184,336       10.5
         

Scandinavia and Central Europe

                                
         

Revenue prior to foreign currency impact

     1,652,995       1,571,118       81,877       5.2
         

Foreign currency impact

     (4,639)                          
         

Scandinavia and Central Europe revenue

     1,648,356       1,571,118       77,238       4.9
         

U.K. and Australia revenue

                                
         

Revenue prior to foreign currency impact

     1,436,525       1,291,125       145,400       11.3
         

Foreign currency impact

     19,004                          
         

U.K. and Australia revenue

     1,455,529       1,291,125       164,404       12.7
         

Finland, Poland and Baltics

                                
         

Revenue prior to foreign currency impact

     797,491       729,024       68,467       9.4
         

Foreign currency impact

     31,460                          
         

Finland, Poland and Baltics revenue

     828,951       729,024       99,927       13.7

 

© 2023 CGI Inc.    Page    19


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

   
    For the years ended September 30,                Change  
   2023     2022     $     %  
       

In thousands of CAD except for percentages

                                
         

Northwest and Central-East Europe

                                
         

Revenue prior to foreign currency impact

              723,064                  692,859                    30,205                          4.4 %   
         

Foreign currency impact

     32,837                          
         

Northwest and Central-East Europe revenue

     755,901       692,859       63,042       9.1
         

Asia Pacific

                                
         

Revenue prior to foreign currency impact

     930,559       799,661       130,898       16.4
         

Foreign currency impact

     (12,503)                          
         

Asia Pacific revenue

     918,056       799,661       118,395       14.8
         

Eliminations

     (194,252)       (176,302)       (17,950)       10.2

For the year ended September 30, 2023, revenue was $14,296.4 million, an increase of $1,429.2 million or 11.1% over last year. On a constant currency basis, revenue increased by $1,025.5 million or 8.0%. The increase was mainly due to organic growth across all vertical markets, including an increase in IP-based revenues, as well as to prior year’s business acquisitions. This was partly offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

3.4.1. Western and Southern Europe

For the year ended September 30, 2023, revenue in the Western and Southern Europe segment was $2,605.9 million, an increase of $453.8 million or 21.1% over last year. On a constant currency basis, revenue increased by $359.3 million or 16.7%. The increase in revenue was mainly due to prior year’s business acquisitions, as well as organic growth within all vertical markets. This was partly offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $1,609 million for the year ended September 30, 2023.

3.4.2. U.S. Commercial and State Government

For the year ended September 30, 2023, revenue in the U.S. Commercial and State Government segment was $2,278.0 million, an increase of $202.7 million or 9.8% over last year. On a constant currency basis, revenue increased by $83.1 million or 4.0%. The increase was mainly due to organic growth across most vertical markets, partially offset by increased use of our Asia Pacific offshore delivery centers for client work.

On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and government, generating combined revenues of approximately $1,456 million for the year ended September 30, 2023.

3.4.3. Canada

For the year ended September 30, 2023, revenue in the Canada segment was $2,064.7 million, an increase of $83.3 million or 4.2% over last year. On a constant currency basis, revenue increased by $81.4 million or 4.1%. The increase was mainly due to organic growth across most vertical markets, primarily an increase in IP-based revenues in the financial services vertical market.

On a client geographic basis, the top two Canada vertical markets were financial services, and communications and utilities, generating combined revenues of approximately $1,437 million for the year ended September 30, 2023.

3.4.4. U.S. Federal

For the year ended September 30, 2023, revenue in the U.S. Federal segment was $1,935.2 million, an increase of $184.3 million or 10.5% over last year. On a constant currency basis, revenue increased by $80.9 million or 4.6%. The increase in revenue was mainly due to organic growth in managed services engagements, including higher transaction volumes related to our IP business process services.

For the year ended September 30, 2023, 90% of revenues within the U.S. Federal segment were federal civilian based.

 

© 2023 CGI Inc.    Page    20


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

3.4.5. Scandinavia and Central Europe

For the year ended September 30, 2023, revenue in the Scandinavia and Central Europe segment was $1,648.4 million, an increase of $77.2 million or 4.9% over last year. On a constant currency basis, revenue increased by $81.9 million or 5.2%. The increase was mainly driven by organic growth primarily within the government vertical market. This was partially offset by adjustments of cost to complete on certain projects and less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government, generating combined revenues of approximately $1,215 million for the year ended September 30, 2023.

3.4.6. U.K. and Australia

For the year ended September 30, 2023, revenue in the U.K. and Australia segment was $1,455.5 million, an increase of $164.4 million or 12.7% over last year. On a constant currency basis, revenue increased by $145.4 million or 11.3%. The increase was mainly due to organic growth within the government vertical market as well as a prior year’s business acquisition.

On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and utilities, generating combined revenues of $1,217 million for the year ended September 30, 2023.

3.4.7. Finland, Poland and Baltics

For the year ended September 30, 2023, revenue in the Finland, Poland and Baltics segment was $829.0 million, an increase of $99.9 million or 13.7% over last year. On a constant currency basis, revenue increased by $68.5 million or 9.4%. The increase was mainly due to organic growth across most vertical markets, including an increase in IP-based revenues. This was partially offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were government and financial services, generating combined revenues of approximately $520 million for the year ended September 30, 2023.

3.4.8. Northwest and Central-East Europe

For the year ended September 30, 2023, revenue in the Northwest and Central-East Europe segment was $755.9 million, an increase of $63.0 million or 9.1% over last year. On a constant currency basis, revenue increased by $30.2 million or 4.4%. The increase was mainly due to organic growth within most vertical markets, partially offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government, generating combined revenues of approximately $503 million for the year ended September 30, 2023.

3.4.9. Asia Pacific

For the year ended September 30, 2023, revenue in the Asia Pacific segment was $918.1 million, an increase of $118.4 million or 14.8% over last year. On a constant currency basis, revenue increased by $130.9 million or 16.4%. The increase was mainly driven by the continued demand for our offshore delivery centers across all commercial vertical markets.

 

© 2023 CGI Inc.    Page    21


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

3.5. OPERATING EXPENSES

 

                                                                                                                                                     
For the years ended September 30,                                    Change  
     2023       

% of

Revenue

 

 

     2022       

% of

Revenue

 

 

                 
   $      %  
             

In thousands of CAD except for percentages

                                                     
             

Costs of services, selling and administrative

     11,982,421        83.8%        10,776,564         83.8%        1,205,857         —%  
             

Foreign exchange loss

     1,198        —%        4,001         —%        (2,803)        —%  

3.5.1. Costs of Services, Selling and Administrative

Costs of services include the costs of serving our clients, which mainly consist of salaries, performance based compensation and other direct costs, including travel expenses, net of tax credits. These also mainly include professional fees and other contracted labour costs, as well as hardware, software and delivery center related costs.

Costs of selling and administrative mainly include salaries, performance based compensation, office space, internal solutions, business development related costs such as travel expenses, and other administrative and management costs.

For the year ended September 30, 2023, costs of services, selling and administrative expenses amounted to $11,982.4 million, an increase of $1,205.9 million when compared to last year. As a percentage of revenue, costs of services, selling and administrative expenses remained stable at 83.8%.

As a percentage of revenue, costs of services increased compared to last year, mainly due to the impact of less available days to bill, including the calendar impact of one less available day to bill in Q4 2023, the expected increase in travel to support client delivery growth, adjustments due to reevaluation of costs to complete on certain projects, as well as a favourable supplier contract adjustment that did not repeat this year. This was partially offset by profitable growth within most vertical markets and lower performance based compensation accruals.

As a percentage of revenue, costs of selling and administrative decreased compared to last year, mainly due to lower performance based compensation accruals, which was partially offset by the increase in business development efforts, including the expected increase in travel to support growing our business.

During the year ended September 30, 2023, the translation of the results of our foreign operations from their local currencies to the Canadian dollar favourably impacted costs by $312.5 million, which was offset by the unfavourable translation impact of $403.6 million on our revenue.

3.5.2. Foreign Exchange Loss

During the year ended September 30, 2023, CGI incurred $1.2 million of foreign exchange losses, mainly driven by the timing of payments combined with the volatility of foreign exchange rates. The Company, in addition to its natural hedges, uses derivatives as a strategy to manage its exposure, to the extent possible.

 

© 2023 CGI Inc.    Page    22


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

3.6. ADJUSTED EBIT BY SEGMENT

 

       

 

 

 

Change

 

 

For the years ended September 30,            
         2023          2022          $           %  
           

In thousands of CAD except for percentages

                               
       

Western and Southern Europe

    355,578       289,730       65,848       22.7%  
       

As a percentage of segment revenue

    13.6%       13.5%                  
       

U.S. Commercial and State Government

    339,410       304,767       34,643       11.4%  
       

As a percentage of segment revenue

    14.9%       14.7%                  
       

Canada

    477,502       463,289       14,213       3.1%  
       

As a percentage of segment revenue

    23.1%       23.4%                  
       

U.S. Federal

    306,362       276,395       29,967       10.8%  
       

As a percentage of segment revenue

    15.8%       15.8%                  
       

Scandinavia and Central Europe

    127,320       125,728       1,592       1.3%  
       

As a percentage of segment revenue

    7.7%       8.0%                  
       

U.K. and Australia

    216,517       200,117       16,400       8.2%  
       

As a percentage of segment revenue

    14.9%       15.5%                  
       

Finland, Poland and Baltics

    110,583       96,651       13,932       14.4%  
       

As a percentage of segment revenue

    13.3%       13.3%                  
       

Northwest and Central East-Europe

    101,871       88,287       13,584       15.4%  
       

As a percentage of segment revenue

    13.5%       12.7%                  
       

Asia Pacific

    277,598       241,672       35,926       14.9%  
       

As a percentage of segment revenue

    30.2%       30.2%                  
       

Adjusted EBIT

       2,312,741          2,086,636          226,105          10.8%  
       

Adjusted EBIT margin

    16.2%       16.2%                  

Adjusted EBIT for the year was $2,312.7 million, an increase of $226.1 million from 2022. The adjusted EBIT margin remained stable at 16.2% when compared to last year, mainly due to profitable growth in all vertical markets and lower performance based compensation accruals. This was offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023, the increase in business development efforts and the expected increase in travel, adjustments due to reevaluation of cost to complete on certain projects, as well as a favourable supplier contract adjustment that did not repeat this year.

3.6.1. Western and Southern Europe

For the year ended September 30, 2023, adjusted EBIT in the Western and Southern Europe segment was $355.6 million, an increase of $65.8 million when compared to last year. Adjusted EBIT margin increased to 13.6% from 13.5%. The increase in adjusted EBIT margin is mainly due to profitable organic growth within all vertical markets and lower performance based compensation accruals. This was partially offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023, the planned temporary dilutive impact of the prior year’s business acquisitions and the expected increase in travel to support growing our business.

3.6.2. U.S. Commercial and State Government

For the year ended September 30, 2023, adjusted EBIT in the U.S. Commercial and State Government segment was $339.4 million, an increase of $34.6 million when compared to last year. Adjusted EBIT margin increased to 14.9% from 14.7%. The increase in adjusted EBIT margin was mainly due to the impact of a favorable supplier contract settlement and lower performance based compensation accruals. This was partially offset by the impact of temporarily lower utilization due to successful completion of projects and lower proportion of IP revenue from license sales as our clients increasingly shift to a subscription fee-based model with a software-as-a-service delivery.

 

© 2023 CGI Inc.    Page 23


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

3.6.3. Canada

For the year ended September 30, 2023, adjusted EBIT in the Canada segment was $477.5 million, an increase of $14.2 million when compared to last year. Adjusted EBIT margin decreased to 23.1% from 23.4%. The change in adjusted EBIT margin was mainly due to a prior year’s favorable supplier contract adjustment that did not repeat this year and the impact of temporarily lower utilization primarily within the financial services vertical market. This was partially offset by lower performance based compensation accruals.

3.6.4. U.S. Federal

For the year ended September 30, 2023, adjusted EBIT in the U.S. Federal segment was $306.4 million, an increase of $30.0 million when compared to last year. Adjusted EBIT margin remained stable at 15.8% due to increased margin from transaction volumes related to our IP business process services, offset by increased costs related to business development efforts, including the expected increase in travel.

3.6.5. Scandinavia and Central Europe

For the year ended September 30, 2023, adjusted EBIT in the Scandinavia and Central Europe segment was $127.3 million, an increase of $1.6 million when compared to last year. Adjusted EBIT margin decreased to 7.7% from 8.0%. The change in adjusted EBIT margin was mainly due to adjustments of cost to complete on certain projects and less available days to bill, including the calendar impact of one less available day to bill in Q4 2023. This was partially offset by profitable organic growth primarily within the government vertical market and lower performance based compensation accruals.

3.6.6. U.K. and Australia

For the year ended September 30, 2023, adjusted EBIT in the U.K. and Australia segment was $216.5 million, an increase of $16.4 million when compared to last year. Adjusted EBIT margin decreased to 14.9% from 15.5%. The change in adjusted EBIT margin was mainly due to the expected increase in travel to support growing our business.

3.6.7. Finland, Poland and Baltics

For the year ended September 30, 2023, adjusted EBIT in the Finland, Poland and Baltics segment was $110.6 million, an increase of $13.9 million when compared to last year. Adjusted EBIT margin remained stable at 13.3% due to profitable organic growth across most vertical markets, including an increase in IP-based revenues. This was offset by the costs associated with the ramp up of managed IT services contracts within the government vertical market, higher performance based compensation accruals as well as less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

3.6.8. Northwest and Central-East Europe

For the year ended September 30, 2023, adjusted EBIT in the Northwest and Central-East Europe segment was $101.9 million, an increase of $13.6 million when compared to last year. Adjusted EBIT margin increased to 13.5% from 12.7%. The increase in adjusted EBIT margin was mainly due to profitable organic growth within the communications and utilities and MRD vertical markets and lower performance based compensation accruals. This was partially offset by less available days to bill, including the calendar impact of one less available day to bill in Q4 2023.

3.6.9. Asia Pacific

For the year ended September 30, 2023, adjusted EBIT in the Asia Pacific segment was $277.6 million, an increase of $35.9 million when compared to last year. Adjusted EBIT margin held strong at 30.2% while gaining efficiencies.

 

© 2023 CGI Inc.    Page 24


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

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:

 

                                                                                                                 
             Change  
For the years ended September 30,      2023     

 

 

 

% of
 Revenue 

 

 
 

     2022       
% of
 Revenue 
 
 
     $        %  
                     

In thousands of CAD except for percentage

                                                     
             

Adjusted EBIT

     2,312,741        16.2%        2,086,636        16.2%        226,105        —%  
             

Minus the following items:

                                                     
             

Acquisition-related and integration costs

     53,401        0.4%        27,654        0.2%        25,747        0.2%  
             

Cost optimization program

     8,964        0.1%               —%        8,964        0.1%  
             

Net finance costs

     52,463        0.4%        92,023        0.7%        (39,560)        (0.3%)  
             

Earnings before income taxes

       2,197,913          15.4%          1,966,959        15.3%           230,954            0.1%  

3.7.1. Acquisition-Related and Integration Costs

For the years ended September 30, 2023 and 2022, the Company incurred $53.4 million and $27.7 million, respectively, of acquisition-related and integration costs for the integration towards the CGI operating model.

For the year ended September 30, 2023, these costs mainly included $23.2 million of costs of rationalizing the redundancy of employment ($10.9 million for the year ended September 30, 2022), costs related to vacating leased premises for $10.8 million ($3.5 million for the year ended September 30, 2022) and acquisition-related costs of nil ($3.1 million for the year ended September 30, 2022).

3.7.2. Cost Optimization Program

In Q4, the Company initiated a cost optimization program to accelerate actions to rightsize its real estate portfolio globally and improve operational efficiencies, including the increased use of automation and global delivery, focused on administrative activities. In the quarter, $9.0 million was expensed and the Company plans to incur approximately $65 million of additional expenses over the first half of Fiscal 2024 related to this program.

3.7.3. Net Finance Costs

Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the year ended September 30, 2023, the net finance costs decreased by $39.6 million, mainly due to additional interest income from our financial assets and lower interest charges related to our unsecured notes repaid in December 2021 as scheduled.

 

© 2023 CGI Inc.    Page 25


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

3.8. NET EARNINGS AND EARNINGS PER SHARE

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

 

            Change  

For the years ended September 30,

             
       2023        2022        $        %  
                 
         

In thousands of CAD except for percentage and shares data

                                   
         

Earnings before income taxes

     2,197,913        1,966,959        230,954        11.7%  
         

Income tax expense

     566,664        500,817        65,847        13.1%  
         

Effective tax rate

     25.8%        25.5%            
     

    Net earnings

     1,631,249        1,466,142        165,107        11.3%  
       

Net earnings margin

     11.4%        11.4%                    
       

Weighted average number of shares outstanding

                                   
       

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

     234,041,041        239,262,004        (5,220,963)        (2.2%)  
       

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

         237,702,081            242,867,445              (5,165,364)                    (2.1%)  
     

    Earnings per share (in dollars)

                                   
       

Basic

     6.97        6.13        0.84        13.7%  
       

Diluted

     6.86        6.04        0.82        13.6%  

3.8.1. Income Tax Expense

For the year ended September 30, 2023, income tax expense was $566.7 million compared to $500.8 million over last year, while our effective tax rate increased from 25.5% to 25.8% for the year ended September 30, 2023 compared to the year ended September 30, 2022.

When excluding tax effects from acquisition-related and integration costs, the effective tax rate increased from 25.4% to 25.7% for the year ended September 30, 2023 compared to the year ended September 30, 2022. The increase is mainly attributable to the increase in the U.K. statutory tax rate and a change in profitability mix in certain geographies, partly offset by the decrease in the France statutory tax rate.

The table in section 3.8.3. shows the year-over-year comparison of the tax rate with the impact of specific items removed.

Based on the enacted rates at the end of Fiscal 2023 and our current profitability mix, we expect our effective tax rate before specific items to be in the range of 25.0% to 26.5% in subsequent periods.

3.8.2. Weighted Average Number of Shares Outstanding

For Fiscal 2023, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Fiscal 2022 due to the impact of the purchase for cancellation of Class A Shares, partly offset by the grant and the exercise of stock options. The table in section 3.8.3. shows the year-over-year comparison of the weighted average number of shares outstanding. Please refer to notes 19, 20 and 21 of our audited consolidated financial statements for additional information.

 

© 2023 CGI Inc.    Page    26


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

3.8.3. Net Earnings and Earnings per Share Excluding Specific Items

Below is a table showing the year-over-year comparison excluding specific items, namely cost optimization program and acquisition-related and integration costs.

 

                                                                                       
          Change  
 For the years ended September 30,          
      2023       2022       $       %  
             
         

In thousands of CAD except for percentages and shares data

                               
         

Earnings before income taxes

    2,197,913       1,966,959       230,954       11.7%  
       

Add back:

                               
       

Acquisition-related and integration costs

    53,401       27,654       25,747       93.1%  
       

Cost optimization program

    8,964             8,964       —%  
       

Earnings before income taxes excluding specific items

    2,260,278       1,994,613       265,665       13.3%  
       

Income tax expense

    566,664       500,817       65,847       13.1%  
       

Effective tax rate

    25.8%       25.5%                  
       

Add back:

                               
       

Tax deduction on acquisition-related and integration costs

    11,336       5,942       5,394       90.8%  
       

Impact on effective tax rate

    (0.1%)       (0.1%)                  
       

Tax deduction on cost optimization program

    2,240             2,240       —%  
       

Impact on effective tax rate

    —%       —%                  
       

Income tax expense excluding specific items

    580,240       506,759       73,481       14.5%  
       

Effective tax rate excluding specific items

    25.7%       25.4%                  
       

Net earnings excluding specific items

    1,680,038       1,487,854         192,184          12.9%  
       

Net earnings margin excluding specific items

    11.8%       11.6%                  
       

Weighted average number of shares outstanding

                               
       

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

     234,041,041       239,262,004               (2.2%)  
       

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

    237,702,081       242,867,445               (2.1%)  
   

Earnings per share excluding specific items (in dollars)

                               
       

Basic

    7.18       6.22       0.96       15.4%  
       

Diluted

    7.07       6.13       0.94       15.3%  

 

© 2023 CGI Inc.    Page 27


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

4.

Liquidity

4.1. CONSOLIDATED STATEMENTS OF CASH FLOWS

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

As at September 30, 2023, cash and cash equivalents were $1,568.3 million. Cash included in funds held for clients was $269.8 million. The following table provides a summary of the generation and use of cash and cash equivalents for the years ended September 30, 2023 and 2022.

 

                                                                                   
   
For the years ended September 30,

 

  

2023

 

   

2022

 

   

Change

 

 
       
In thousands of CAD                         
       
Cash provided by operating activities      2,112,249       1,864,998           247,251  
       
Cash used in investing activities      (561,858)       (911,947)       350,089  
       
Cash used in financing activities      (1,192,376)       (1,591,098)       398,722      
       
Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients      8,884           (46,500)       55,384  
       
Net increase (decrease) in cash, cash equivalents and cash included in funds held for clients      366,899       (684,547)       1,051,446  

4.1.1. Cash Provided by Operating Activities

For the year ended September 30, 2023, cash provided by operating activities was $2,112.2 million or 14.8% of revenue compared to $1,865.0 million or 14.5% of revenue for the same period last year.

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

 

                                                                                   
   
For the years ended September 30,

 

  

2023

 

   

2022

 

   

Change

 

 
       
In thousands of CAD                         
       
Net earnings      1,631,249       1,466,142       165,107  
       
Amortization, depreciation and impairment      519,648       474,622       45,026  
       
Other adjustments1      (55,113)       35,127       (90,240)  
    

 

 

   

 

 

   

 

 

 
                          
       
Cash flow from operating activities before net change in non-cash working capital items and others      2,095,784           1,975,891           119,893      
       
Net change in non-cash working capital items and others:                         
       

Accounts receivable, work in progress and deferred revenue

     91,115       (106,307)       197,422  
       

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

     (179,052)       (4,876)       (174,176)  
       

Others2

     104,402       290       104,112  
    

 

 

   

 

 

   

 

 

 
                          
       
Net change in non-cash working capital items and others      16,465       (110,893)       127,358  
       
Cash provided by operating activities      2,112,249       1,864,998       247,251  

 

1

Comprised of deferred income tax recovery, foreign exchange gain, share-based payment costs and gain on lease terminations.

2

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

The increase of $247.3 million from our cash provided by operating activities was mostly due to improved collections and higher net earnings, partially offset by the timing of accounts payable and accrued liabilities and the payment of integration costs.

The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

 

© 2023 CGI Inc.    Page    28


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

4.1.2. Cash Used in Investing Activities

For the year ended September 30, 2023, $561.9 million was used in investing activities, while $911.9 million was used over last year.

The following table provides a summary of the use of cash from investing activities:

 

                                                                                   
 

  For the years ended September 30,

 

 

2023

 

   

2022

 

   

Change

 

 
       

In thousands of CAD

                       
       

Business acquisitions (considering bank overdraft assumed and cash acquired)

    (13,039)       (571,911)       558,872  
       

Loan receivable

    (15,846)             (15,846)  
       

Purchase of property, plant and equipment

    (159,769)        (156,136)        (3,633)   
       

Proceeds from sale of property, plant and equipment

          3,790       (3,790)  
       

Additions to contract costs

    (102,082)       (84,283)       (17,799)  
       

Additions to intangible assets

    (147,200)       (137,621)       (9,579)  
       

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

    (123,922)       34,214       (158,136)  
       

Cash used in investing activities

    (561,858)       (911,947)       350,089  

The decrease of $350.1 million in cash used in investing activities during the year ended September 30, 2023 was mainly due to the cash used in the prior year for the business acquisitions. This was partially offset by the purchase of investments for the funds held for clients.

4.1.3. Cash Used in Financing Activities

For the year ended September 30, 2023, $1,192.4 million was used in financing activities while $1,591.1 million was used over last year.

The following table provides a summary of the use of cash from financing activities:

 

                                                                                   
 

  For the years ended September 30,

 

 

2023

 

   

2022

 

   

Change

 

 
       

In thousands of CAD

                       
       

Increase of long-term debt

    948             948  
       

Repayment of long-term debt

    (79,150)       (401,654)       322,504  
       

Payment of lease liabilities

    (161,211)       (153,996)       (7,215)  
       

Repayment of debt assumed from business acquisitions

    (56,994)        (113,036)        56,042  
       

Settlement of derivative financial instruments

    2,921       6,258       (3,337)   
       

Withholding taxes remitted on the net settlement of performance share units

    (13,879)             (13,879)  
       

Purchase of Class A subordinate voting shares held in trusts

    (74,455)       (70,303)       (4,152)  
       

Purchase and cancellation of Class A subordinate voting shares

    (788,020)       (913,388)       125,368  
       

Issuance of Class A subordinate voting shares

    88,316       41,691       46,625  
       

Net change in clients’ funds obligations

    (110,852)       13,330       (124,182)  
       

Cash used in financing activities

    (1,192,376)       (1,591,098)       398,722  

The decrease of $398.7 million was mainly driven by the scheduled repayment of senior unsecured notes in Q1 2022, the purchase for cancellation of 6,234,096 Class A Shares compared to 8,809,839 Class A Shares over last year and repayment of debt assumed from business acquisitions in the prior year. This was partially offset by the net change in clients’ funds obligations.

 

© 2023 CGI Inc.    Page 29


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

4.1.4. Effect of Foreign Exchange Rate Changes on Cash, Cash Equivalents and Cash Included in Funds Held for Clients

For the year ended September 30, 2023, the effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients had a favourable impact of $8.9  million. This amount had no effect on net earnings as it was recorded in other comprehensive income.

4.2. CAPITAL RESOURCES

 

   
 As at September 30, 2023    Available  
   
 In thousands of CAD         
   

 Cash and cash equivalents

        1,568,291   
   

 Short-term investments

     7,332  
   

 Long-term investments

     17,113  
   

 Unsecured committed revolving credit facility1

     1,495,858  
   

 Total2

     3,088,594  

 

1 

As at September 30, 2023, letters of credit in the amount of $4.1 million were outstanding against the $1.5 billion unsecured committed revolving credit facility.

2

Excludes cash, term deposit and long-term bonds included in funds held for clients for $269.8 million, $80.0 million and $138.9 million, respectively.

As at September 30, 2023, cash and cash equivalents and investments represented $1,592.7 million.

Cash equivalents include term deposits, all with maturities of 90 days or less. Short-term and long-term investments include corporate bonds with maturities ranging from 91 days to five years, with a credit rating of A- or higher.

As at September 30, 2023, the aggregate amount of the capital resources available to the Company was $3,088.6 million. Certain long-term debt agreements contain covenants, which require us to maintain certain financial ratios. As at September 30, 2023, CGI was in compliance with these covenants.

As at September 30, 2023, CGI was showing a positive working capital (total current assets minus total current liabilities) of $287.9 million. The Company also had $1,495.9 million available under its unsecured committed revolving credit facility and is generating a significant level of cash, which CGI’s management currently considers will allow the Company to fund its operations while maintaining adequate levels of liquidity.

The tax implications and impact related to the repatriation of cash will not materially affect the Company’s liquidity.

 

© 2023 CGI Inc.    Page 30


Management’s Discussion and Analysis | For the years ended September 30, 2023 and 2022

 

 

 

4.3. CONTRACTUAL OBLIGATIONS

We are committed under the terms of contractual obligations which have various expiration dates, primarily related to long-term debt and the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements.

 

           

Commitment type

 

  

Total   

 

 

 Less than  

 1 year  

 

 1 - 3 years   

 

 

 3 - 5 years   

 

 

 More than   

 5 years   

   
In thousands of CAD                                         
           
Long-term debt      3,114,763        1,158,868        813,608        600,449        541,838   
           
Estimated interest on long-term debt      227,600       66,459       73,666       50,110       37,365  
           
Lease liabilities      641,963       198,857       206,898       123,022       113,186  
           
Estimated interest on lease liabilities      80,321       23,020       31,111       16,253       9,937  
           
Long-term service agreements      323,957       151,720       141,768       30,469        
           
Total1        4,388,604         1,598,924         1,267,051         820,303         702,326  

 

1 

Excludes clients’ funds obligations for an amount of $493.6 million payable in less than 1 year.

4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

We use various financial instruments to help us manage our exposure to fluctuations of foreign currency exchange rates and interest rates. Please refer to note 32 of our audited consolidated financial statements for additional information on our financial instruments and hedging transactions.

 

© 2023 CGI Inc.    Page 31


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

4.5. SELECTED MEASURES OF CAPITAL RESOURCES AND LIQUIDITY

 

     
As at September 30,    2023   2022

In thousands of CAD except for percentages

                
     

Reconciliation between net debt and long-term debt and lease liabilities1:

                
     

Net debt

                    2,134,644                   2,946,908    
     

Add back:

                
     

Cash and cash equivalents

     1,568,291       966,458  
     

Short-term investments

     7,332       6,184  
     

Long-term investments

     17,113       16,826  
     

Fair value of foreign currency derivative financial instruments related to debt

     14,904       39,859  
     

Long-term debt and lease liabilities1

     3,742,284       3,976,235  
     

Net debt to capitalization ratio

     20.4%       28.8%  
     

Return on invested capital

     16.0%       15.7%  
     

Days sales outstanding

     44       49  

 

1 

As at September 30, 2023, long-term debt and lease liabilities were $3,100.3 million ($3,267.0 million as at September 30, 2022) and $642.0 million ($709.2 million as at September 30, 2022), respectively, including their current portions.

During the year ended September 30, 2023, as a result of the interbank offered rates (IBORs) reform and the related expiry of the USD London Interbank Offered Rate (Libor) rate effective June 30, 2023, the Company renegotiated the unsecured committed term loan credit facility and the related cross-currency interest rate swaps (the hedging instruments) both expiring in December 2023 to transition to the one month Secured Overnight Financing Rate (SOFR) rate from the one month USD Libor rate. The change in rate resulted in no significant impact on the Company’s audited consolidated financial statements for the year ended September 30, 2023.

During the year ended September 30, 2023, we have reclassified the unsecured committed term loan credit facility due in December 2023 under the current portion of long-term debt, within current liabilities, for a total amount of $676.9 million.

On November 6, 2023, the unsecured committed revolving credit facility was extended by one year to November 2028 and can be further extended. There were no material changes in the terms and conditions including interest rates and banking covenants.

We use the net debt to capitalization ratio as an indication of our financial leverage in order to realize our Build and Buy strategy (please refer to section 1.2. of the present document for additional information on our Build and Buy strategy). The net debt to capitalization ratio decreased to 20.4% in Fiscal 2023 from 28.8% in Fiscal 2022 mostly due to our cash generation, partially offset by the repurchase of shares during the last four quarters.

ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital ratio increased to 16.0% in Fiscal 2023 from 15.7% in Fiscal 2022. The increase in ROIC was mainly the result of higher net earnings excluding net finance costs after-tax over the last four quarters.

DSO decreased to 44 days at the end of Fiscal 2023 when compared to 49 days in Fiscal 2022. The decrease was mainly due to improved collections and foreign exchange fluctuations.

 

© 2023 CGI Inc.    Page    32


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

4.6. GUARANTEES

In the normal course of operations, we may enter into agreements to provide financial or performance assurances to third parties on the sale of assets, business divestitures and guarantees on government and commercial contracts.

In connection with sales of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as a result of breaches in our contractual obligations, including representations and warranties, intellectual property right infringement claims and litigation against counterparties, among others.

While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date or survival period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of guarantee or indemnification as at September 30, 2023. The Company does not expect to incur any potential payment in connection with these guarantees that could have a material adverse effect on its audited consolidated financial statements.

In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once we are awarded the bid. We would also be liable for the performance bonds in the event of a default in the performance of our obligations. As at September 30, 2023, we had committed a total of $34.3 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 bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.

4.7. CAPABILITY TO DELIVER RESULTS

CGI’s management believes that the Company has sufficient capital resources to support ongoing business operations and execute our Build and Buy growth strategy. Our principal and most accretive uses of cash are: to invest in our business (procuring new large managed IT and business process services contracts and developing business and IP solutions); to pursue accretive acquisitions; to purchase for cancellation Class A Shares and pay down debt. In terms of financing, we are well positioned to continue executing our four-pillar growth strategy in Fiscal 2024.

To successfully implement the Company’s strategy, CGI relies on a strong leadership team, supported by highly knowledgeable consultants and professionals with relevant relationships and significant experience in both IT and our targeted industries. CGI fosters leadership development through the CGI Leadership Institute ensuring continuity and knowledge transfer across the organization. For key positions, a detailed succession plan is established and revised frequently.

As a Company built on human capital, the knowledge of our consultants and professionals are critical to delivering quality service to our clients. Our human resources program allows us to attract and retain the best talent as it provides competitive compensation and benefits, a favourable working environment, training programs and career development opportunities. Employee satisfaction is monitored annually through a Company-wide survey. In addition, a majority of our professionals are owners of CGI through our Share Purchase Plan, which, along with our Profit Participation Plan, allows them to share in the Company’s success, further aligning stakeholder interests.

In addition to capital resources and talent, CGI has established the Management Foundation, which encompasses governance policies, organizational models and sophisticated management frameworks for our business units and corporate processes. This robust governance model provides a common business language for managing all operations consistently across the globe, driving a focus on continuous improvement. CGI’s operations maintain appropriate certifications in accordance with service requirements such as ISO and CMMI certification programs.

 

© 2023 CGI Inc.    Page    33


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

5.

Fourth Quarter Results

5.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the quarter ended September 30, 2023 were $4.0 billion representing a book-to-bill ratio of 113.9%. The breakdown of the new bookings signed during the quarter is as follows:

 

LOGO

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

 

       
In thousands of CAD except for percentages  

    Bookings for the three

months ended

September 30, 2023

   

    Bookings for the year

ended September 30,

2023

   

      Book-to-bill ratio for

the year ended

September 30, 2023

 
       
Total CGI     3,996,180       16,259,144       113.7%  
       
U.S. Federal     925,791       2,878,094       148.1%  
       
U.S. Commercial and State Government     739,145       2,734,687       110.9%  
       
Canada     668,465       2,518,745       112.7%  
       
Western and Southern Europe     607,132       2,829,306       110.3%  
       
Scandinavia and Central Europe     377,113       1,831,999       105.3%  
       
U.K. and Australia     306,800       1,763,767       105.2%  
       
Northwest and Central-East Europe     215,284       819,224       102.4%  
       
Finland, Poland and Baltics     156,450       883,321       101.7%  

 

© 2023 CGI Inc.    Page    34


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

5.2. 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,

  

2023

 

2022

 

Change

     

U.S. dollar

  

 

          1.3538

   

 

 

          1.3756

   

 

 

          (1.6%)

   

     

Euro

  

 

1.4327

 

 

 

1.3454

 

 

 

6.5%

 

     

Indian rupee

  

 

0.0162

 

 

 

0.0169

 

 

 

(4.1%)

 

     

British pound

  

 

1.6530

 

 

 

1.5310

 

 

 

8.0%

 

     

Swedish krona

  

 

0.1243

 

 

 

0.1236

 

 

 

0.6%

 

Average foreign exchange rates

 

       

For the three months ended September 30,

  

2023

 

2022

 

Change

     

U.S. dollar

  

 

          1.3412

   

 

 

          1.3061

   

 

 

2.7%

   

     

Euro

  

 

1.4593

 

 

 

1.3147

 

 

 

          11.0%

 

     

Indian rupee

  

 

0.0162

 

 

 

0.0164

 

 

 

(1.2%)

 

     

British pound

  

 

1.6979

 

 

 

1.5360

 

 

 

10.5%

 

     

Swedish krona

  

 

0.1241

 

 

 

0.1238

 

 

 

0.2%

 

 

© 2023 CGI Inc.    Page    35


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

5.3. REVENUE DISTRIBUTION

The following charts provide additional information regarding our revenue mix for the quarter ended September 30, 2023:

 

LOGO

5.3.1. Client Concentration

IFRS guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 14.0% of our revenue for Q4 2023 as compared to 14.1% for Q4 2022.

 

© 2023 CGI Inc.    Page    36


Management’s Discussion and Analysis  |  For the years ended September 30, 2023 and 2022

 

 

 

5.4. REVENUE BY SEGMENT

Our segments are reported based on where the client’s work is delivered from within our geographic delivery model.

The following table provides a summary of the year-over-year changes in our revenue, in total and by segment, separately showing the impacts of foreign currency exchange rate variations between the Q4 2023 and Q4 2022 periods. The Q4 2022 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.

 

 
    For the three months ended September 30,                  Change  
   2023      2022      $      %  
   

In thousands of CAD except for percentages

                                   
         

Total CGI revenue

             3,507,336                3,247,221                   260,115                      8.0%  
         

Constant currency revenue growth

     2.2%                             
         

Foreign currency impact

     5.8%                             
         

Variation over previous period

     8.0%                             
         

Western and Southern Europe

                                   
         

Revenue prior to foreign currency impact

     546,647        547,516        (869)         (0.2%)  
         

Foreign currency impact

     59,881                             
         

Western and Southern Europe revenue