EX-99.1 2 q4-15mda.htm EXHIBIT 99.1 Exhibit









MANAGEMENT’S
DISCUSSION AND ANALYSIS

FISCAL YEAR 2015






November 11, 2015

Basis of Presentation
This Management’s Discussion and Analysis of the Financial Position and Results of Operations (“MD&A”) is the responsibility of management and has been reviewed and approved by the Board of Directors. This MD&A has been prepared in accordance with the requirements of the Canadian Securities Administrators. The Board of Directors is ultimately responsible for reviewing and approving the MD&A. The Board of Directors carries out this responsibility mainly through its Audit and Risk Management Committee, which is appointed by the Board of Directors and is comprised entirely of independent and financially literate directors.
Throughout this document, CGI Group Inc. is referred to as “CGI”, “we”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the audited consolidated financial statements and the notes thereto for the years ended September 30, 2015 and 2014. CGI’s accounting policies are in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts are in Canadian dollars unless otherwise indicated.

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

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


    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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1



Non-GAAP and Key Performance Measures
The reader should note that the Company reports its financial results in accordance with IFRS. However, we use a combination of financial measures, ratios, and non-GAAP measures to assess our Company’s performance. The non-GAAP measures used in this MD&A do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS.
The table below summarizes our non-GAAP measures and most relevant key performance measures:
 
 
 
Profitability
Adjusted EBIT (non-GAAP) – is a measure of earnings excluding integration-related costs, restructuring costs, net finance costs and income tax expense as these items are not directly related to the cost of operations. Management believes this measure is useful to investors as it best reflects the profitability of our operations and allows for better comparability from period to period as well as to trend analysis in our operations. A reconciliation of the yearly and current quarter's adjusted EBIT to its closest IFRS measure can be found on pages 21 and 38.
 
Net earnings prior to specific items (non-GAAP) – is a measure of net earnings excluding integration-related costs, restructuring costs, resolution of acquisition-related provisions1 and tax adjustments. Management believes that this measure is useful to investors as it best reflects the Company's operating profitability and allows for better comparability from period to period. A reconciliation of the yearly and current quarter's net earnings prior to specific items to its closest IFRS measure can be found on pages 23 and 39.
 
Basic and diluted earnings per share prior to specific items (non-GAAP) – is defined as the net earnings excluding integration-related costs, restructuring costs, resolution of acquisition-related provisions1 and tax adjustments on a per share basis. Management believes that this measure is useful to investors as it best reflects the Company's operating profitability on a per share basis and allows for better comparability from period to period. The yearly and current quarter's basic and diluted earnings per share reported in accordance with IFRS can be found on pages 22 and 38 while the yearly and current quarter's basic and diluted earnings per share prior to specific items can be found on pages 23 and 39.
 
Net earnings – is a measure of earnings generated for shareholders.
 
Diluted earnings per share – is a measure of earnings generated for shareholders on a per share basis, assuming all dilutive elements are exercised.
 
 
 
 
 
 
Liquidity
Cash provided by operating activities – is a measure of cash generated from managing our day-to-day business operations. We believe strong operating cash flow is indicative of financial flexibility, allowing us to execute our corporate strategy. 

 
Days sales outstanding ("DSO") (non-GAAP) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by the quarter’s revenue over 90 days. Deferred revenue is net of the fair value adjustments on revenue-generating contracts established upon a business combination. Management tracks this metric closely to ensure timely collection, healthy liquidity, and is committed to a DSO target of 45 days or less. We believe this measure is useful to investors as it demonstrates the Company's ability to timely convert its trade receivables and work in progress into cash.
 
 
 
1  
Resolution of acquisition-related provisions came from the adjustment of provisions that were established as part of the purchase price allocation for the Logica plc ("Logica") acquisition. Subsequent to the finalization of the purchase price allocation such adjustments flow through the statement of earnings. Examples of the items that may be included in these benefits comprise the resolution of provisions on client contracts, the settlement of tax credits and the early termination of lease agreements.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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Growth
Constant currency growth (non-GAAP) – is a measure of revenue growth before foreign currency impacts. This growth is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Management believes that it is helpful to adjust revenue to exclude the impact of currency fluctuations to facilitate period-to-period comparisons of business performance. We believe that this measure is useful to investors for the same reason.
 
Backlog (non-GAAP) – Backlog includes new contract wins, extensions and renewals (“bookings”(non-GAAP)), partially offset by the backlog consumed during the year as a result of client work performed and adjustments related to the volume, cancellation and/or the impact of foreign currencies to our existing contracts. Backlog incorporates estimates from management that are subject to change. Management tracks this measure as it is a key indicator of management's best estimate of revenue to be realized in the future and believes that this measure is useful to investors for the same reason.
 
Book-to-bill ratio (non-GAAP) – is a measure of the proportion of the value of our bookings to our revenue in the period. This metric allows management to monitor the Company’s business development efforts to ensure we grow our backlog and our business over time and believes that this measure is useful to investors for the same reason. Management remains committed to maintaining a target ratio greater than 100% over a trailing 12-month period. Management believes that the longer period is a more effective measure as the size and timing of bookings could cause this measurement to fluctuate significantly if taken for only a three-month period.
 
 
 
Capital Structure
Net debt (non-GAAP) – is obtained by subtracting our cash and cash equivalents, short-term investments and long-term investments from our debt. Management uses the net debt metric to monitor the Company's financial leverage. We believe that this metric is useful to investors as it provides insight into our financial strength. A reconciliation of net debt to its closest IFRS measure can be found on page 30.
 
Net debt to capitalization ratio (non-GAAP) – is a measure of our level of financial leverage and is obtained by dividing the net debt by the sum of shareholder's equity and debt. Management uses the net debt to capitalization metric to monitor the proportion of debt versus capital used to finance our operations and to assess the Company's financial strength. We believe that this metric is useful to investors as it provides insight into our financial strength.
 
Return on equity ("ROE") (non-GAAP) – is a measure of the rate of return on the ownership interest of our shareholders and is calculated as the proportion of earnings for the last 12 months over the last four quarters' average equity. Management looks at ROE to measure its efficiency at generating earnings for the Company’s shareholders and how well the Company uses the invested funds to generate earnings growth. We believe that this measure is useful to investors for the same reasons.
 
Return on invested capital ("ROIC") (non-GAAP) – is a measure of the Company’s efficiency at allocating the capital under its control to profitable investments and is calculated as the proportion of the after-tax adjusted EBIT for the last 12 months, over the last four quarters' average invested capital, which is defined as the sum of equity and net debt. Management examines this ratio to assess how well it is using its funds to generate returns. We believe that this measure is useful to investors for the same reason.
 
 
 
Change in reporting segments
During our fourth quarter, we refined our management reporting and structure to better align to our client proximity model. As a result, the Company is now managed through the following seven segments, namely: United States of America ("U.S."); Nordics; Canada; France (including Luxembourg and Morocco) ("France"); United Kingdom ("U.K."); Eastern, Central and Southern Europe (primarily Netherlands and Germany) ("ECS"); and Asia Pacific (including Australia, India and the Philippines) ("Asia Pacific"). This MD&A reflects the current segmentation and therefore, is representing the transfer of our South Europe and Brazil operations from Nordics to ECS. Prior year segmented results have been revised. Please refer to sections 3.4 and 3.6 of the present document and to note 28 and note 12 of our audited consolidated financial statements for additional information on our segments and on the impact of the change in reporting segments on goodwill allocation.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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MD&A Objectives and Contents

Provide a narrative explanation of the audited consolidated financial statements through the eyes of management;
Provide the context within which the audited consolidated financial statements should be analyzed, by giving enhanced disclosure about the dynamics and trends of the Company’s business; and
Provide information to assist the reader in ascertaining the likelihood that past performance is indicative of future performance.
In order to achieve these objectives, this MD&A is presented in the following main sections:
Section
 
Contents
Pages
 
 
 
 
1.      Corporate Overview
 
This includes a description of our business and how we generate revenue as well as the markets in which we operate.
 
 
 
 
 
 
 
1.1.     About CGI
 
 
1.2.     Vision and Strategy
 
 
1.3.     Competitive Environment
 
 
 
 
 
 
 
 
2.      Highlights and Key Performance Measures
 
A summary of key achievements during the year, the past three years' key performance measures, CGI’s share performance and other highlighted events.
 
 
 
2.1.     Fiscal 2015 Highlights
 
 
2.2.     Selected Yearly Information & Key Performance Measures
 
 
 
 
2.4. Restructuring Program
 
 
 
 
 
 
 
 
3.      Financial Review
 
A discussion of year-over-year changes to operating results between the years ended September 30, 2015 and 2014, describing the factors affecting revenue and adjusted EBIT on a consolidated and reportable segment basis, and also by describing the factors affecting changes in the major expense categories. Also discussed are bookings broken down by contract type, services type, segment and by vertical market.
 
 
 
 
 
 
 
3.1.     Bookings and Book-to-Bill Ratio
 
 
3.2.     Foreign Exchange
 
 
3.3.     Revenue Distribution
 
 
3.4.     Revenue Variation and Revenue by Segment
 
 
3.5.     Operating Expenses
 
 
3.6.     Adjusted EBIT by Segment
 
 
3.7.     Earnings before Income Taxes
 
 
3.8.     Net Earnings and Earnings Per Share (“EPS”)
 
 
 
 

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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Section
 
Contents
Pages
 
 
 
 
4.      Liquidity
 
This includes a discussion of changes in cash flows from operating, investing and financing activities. This section also describes the Company’s available capital resources, financial instruments, and off-balance sheet financing and guarantees. Measures of liquidity (DSO) and capital structure (ROE, net debt to capitalization, and ROIC) are analyzed on a year-over-year basis.
 
 
 
 
 
 
 
4.1.     Consolidated Statements of Cash Flows
 
 
4.2.     Capital Resources
 
 
4.3.     Contractual Obligations
 
 
4.4.     Financial Instruments and Hedging Transactions
 
 
4.5.     Selected Measures of Liquidity and Capital Resources
 
 
4.6.     Off-Balance Sheet Financing and Guarantees
 
 
4.7.     Capability to Deliver Results
 
 
 
 
 
 
 
 
5.      Fourth Quarter Results
 
A discussion of year-over-year changes to operating results between the three months ended September 30, 2015 and 2014, describing the factors affecting revenue, adjusted EBIT earnings on a consolidated and reportable segment basis as well as cash from operating activities.
 
 
 
 
 
 
 
5.1. Foreign Exchange
 
 
5.2.     Revenue Variation and Revenue by Segment
 
 
5.3. Adjusted EBIT by Segment
 
 
5.4. Net Earnings and Earnings Per Share
 
 
5.5.     Consolidated Statements of Cash Flows
 
 
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
 
7.    Changes in Accounting Policies
 
A summary of the future accounting standard changes.
 
 
 
 
 
 
 
 
8.      Critical Accounting Estimates
 
A discussion of the critical accounting estimates made in the preparation of the audited consolidated financial statements.
 
 
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
 
10.    Risk Environment
 
A discussion of the risks affecting our business activities and what may be the impact if these risks are realized.
 
 
 
 
 
 
 
10.1.    Risks and Uncertainties
 
 
10.2.    Legal Proceedings
 
 
 
 

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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1.
Corporate Overview
 
 
 
 
 
 
 
 
 
 
 
 
1.1. ABOUT CGI
Founded in 1976 and headquartered in Montreal, Canada, CGI is among the largest independent information technology (“IT”) and business process services (“BPS”) firms in the world with approximately 65,000 employees worldwide, referred to as members. The Company operates through our client-proximity business model to work closely with clients at the local level, providing deep industry and technology expertise and high responsiveness. This is complemented through CGI's global delivery network, which offers the advantages of best-fit expertise and resources.
Our services can be categorized as:
Consulting - CGI provides a full range of IT and management consulting services, including business transformation, IT strategic planning, business process engineering and systems architecture.
Systems integration - CGI customizes particular technologies and applications to create responsive technology systems that answer clients’ strategic needs.
Management of IT and business functions (“outsourcing”) - Clients delegate entire or partial responsibility for their IT or business functions to CGI. In return, significant efficiency improvements and cost savings are delivered. Service and delivery options includes onsite, onshore, near-shore and/or offshore centers - each offering an unique value equation and proposition for clients. Typical services provided as part of an end-to-end engagement can include: application development, maintenance and integration; technology infrastructure management and transaction and business processing such as collections or payroll functions. At any time, these clients can leverage the global footprint and experience CGI offers, - cloud services, or managed security services or data analytics. Outsourcing contracts are typically long-term, having a duration of five to ten years.
CGI offers clients deep domain expertise across a set of vertical markets in which we have extensive networks of subject matter experts working to support local client relationships worldwide. This allows us to continuously learn and adapt to our clients’ business realities while providing the knowledge and solutions needed to advance their business goals. These vertical markets or targeted industries account for 90% of global IT spend and include: government, financial services, manufacturing, retail and consumer services, utilities, communications, health, oil & gas, transportation and post & logistics. While these represent our go to market industry list, for the purposes of financial reporting they are grouped into the following - financial services, government, health, telecommunications & utilities and manufacturing, retail & distribution (“MRD”).
CGI offers more than 150 mission-critical, IP-based solutions and frameworks for all of the industries we serve and to support clients’ cross-industry functions. These CGI-developed solutions include software applications, reusable frameworks and delivery methods. Examples include solutions in the areas of ERP, energy and workforce management, credit and debt collections, tax management, claims auditing and fraud detection.
We take great pride in delivering high-quality services to our clients. To do so consistently, we have implemented and continue to maintain the International Organization for Standardization (“ISO”) quality program. By designing and implementing rigorous service delivery and quality standards, followed by monitoring and measurement, we are better able to satisfy our clients’ needs.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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1.2. VISION AND STRATEGY
At CGI, we have a vision of being a global world-class IT and BPS leader, that helps its clients succeed. This business vision begins with our dream, which is "to create an environment in which we enjoy working together and, as owners, contribute to building a Company we can be proud of." To realize this dream we developed our Build and Buy strategy, comprised of four pillars that combine profitable organic growth ("Build") and accretive acquisitions ("Buy").
The first two pillars of our strategy relates to profitable organic growth. The first pillar focuses on smaller contract wins, renewals and extensions. The second involves the pursuit of large, long-term outsourcing contracts, leveraging our end-to-end services, global delivery model and critical mass.
The third pillar of our growth strategy focuses on the acquisition of smaller firms or niche players. We identify niche acquisitions through a strategic mapping program that systematically searches for targets that will strengthen our vertical market knowledge or increase the richness of our IP-based services and solutions offerings. Today, CGI can leverage a global distribution channel for IP-based services and solutions offerings, further enhancing client proximity and quality of revenue.
The fourth pillar involves the pursuit of transformational acquisitions further expanding our geographic presence and critical mass. This approach further enables us to compete for large outsourcing contracts and deepen our client relationships. CGI continues to be a consolidator in the IT services industry.
Since 1976, CGI's members, by working together toward the same dream and vision, have built a company with deep industry knowledge, complemented by more than 150 innovative IP-based services and solutions, and a critical mass in key geographies. Remaining true to our values, mission and dream, CGI adapts to best respond changes in the IT markets, while maintaining a high level of satisfaction among its three stakeholders: members, shareholders, and clients. Today, with a presence in some 40 countries and more than $10 billion in revenues, our aspiration is to double our size over a 5 to 7 year period.
1.3. COMPETITIVE ENVIRONMENT
As a global provider of end-to-end IT and BPS, CGI operates in a highly competitive and rapidly evolving global industry. Our competition comprises a variety of players, from niche companies providing specialized services and software to global end-to-end IT service providers, as well as large consulting firms and government suppliers, all of whom are competing to deliver some or all of the services we provide.
There are many factors involved in winning and retaining IT and BPS contracts, including the following: vertical market expertise; track record of delivering on time and within budget; total cost of services; investment in business solutions; local presence; global delivery capabilities; and the strength of client relationships. CGI compares favorably with its competition with respect to all of these factors.
Recent mergers and acquisition activity has resulted in CGI being positioned as one of the few remaining global IT services firms that operates independently of any hardware or software vendor. Our independence allows CGI to deliver the best-suited technology available to our clients.
CGI has long standing, focused practices in all of our core industries, providing clients with a partner that is not only expert in IT, but expert in their industries. This combination of business knowledge and technology expertise allows us to help our clients adapt as their industries change and, in the process, allows us to influence the evolution of the industries in which our clients operate.
Our business model is rooted in client proximity and has proved to be scalable with the addition of onshore, near-shore and off-shore delivery centers. We deliver value to our client through the following principles:
Local accountability: We live and work near our clients to provide a high level of responsiveness. Our local CGI team speaks our clients' language, understands their business environment, and collaborates to meet their goals and advance their business.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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Committed experts: CGI’s professionals have extensive industry, business and technology expertise to help our clients succeed. In addition, a majority of our professionals are company owners, providing an added level of commitment to the success of our clients.
Global reach: Our local presence is complemented by an expansive global delivery network that ensures our clients have access to the best-fit capabilities and resources to meet their needs 24/7.
Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction assessments provides for a consistent track record of on time and within budget project delivery.
Tangible innovation: Our full-offering strategy is complemented by a broad portfolio of services and solutions that enable clients to optimize business operations, better serve customers and drive growth. In close collaboration with clients and partners, we apply cross-industry insights that maximize current investments while taking advantage of new technologies and ideas.

CGI’s business operations are aligned through the CGI Management Foundation, which encompasse governance policies and sophisticated management frameworks that reflect our collective experience and have been developed to make our actions as efficient as possible. This efficiency must first and foremost respect a number of principles, which are themselves integrated into the Management Foundation including: the dream, the vision, the mission and the values of the Company; the equilibrium between the interests of our clients, members and shareholders; the balance between the need to assure cohesiveness and rigor in the management of the Company and the commitment to promote autonomy, initiative and entrepreneurship.
CGI has operated under the same fundamental beliefs and quality-focused business model for 40 years. We believe our consistent ability to execute this model will continue to create value for all of our stakeholders. We remain fully committed to these fundamentals that can be summarized as: strong client relationships built upon a local accountable approach, committed experts, comprehensive quality processes and tangible innovation; proven Build and Buy growth strategy that provides a balanced mix of organic growth and acquisitions; competitive global delivery model that combines on-site responsiveness with the value of remote delivery; employee ownership with the vast majority owning stock, making CGI's commitment to achieving client success a common goal and; solid profitability, cash flow and backlog demonstrating our focus on running a sound and stable business for the long term.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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 2.
Highlights and Key Performance Measures
 
 
 
 
 
 
 
 
 
 
 
 
2.1. FISCAL 2015 HIGHLIGHTS
Key performance figures for the period include:
Revenue of $10,287.1 million;
Bookings of $11.6 billion; representing a book-to-bill ratio of 113.2%;
Backlog of $20.7 billion, up $2.5 billion;
Adjusted EBIT of $1,457.3 million, up $100.4 million;
Adjusted EBIT margin of 14.2%, up 130 basis points;
Net earnings prior to specific items1 of $1,005.1 million, up 12.5%;
Net earnings margin prior to specific items1 of 9.8% up 130 basis points;
Diluted EPS prior to specific items1 of $3.13, up 11.8%;
Cash provided by operating activities of $1,289.3 million representing 12.5% of revenue;
Return on invested capital of 14.5%;
Return on equity of 17.7%; and
Net debt of $1,779.6 million, down $333.7 million.
1 
Specific items include the integration-related costs net of tax, the restructuring costs net of tax, the resolution of acquisition-related provisions net of tax and the tax adjustments which are discussed on page 23.


    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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2.2. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES
As at and for the years ended September 30,
2015
2014
2013
Change 2015 / 2014
Change 2014 / 2013
In millions of CAD unless otherwise noted
 
 
 
 
 
Growth
 
 
 
 
 
Backlog
20,711
18,237
18,677

2,474

(440
)
Bookings
11,640
10,169
10,310

1,471

(141
)
Book-to-bill ratio
113.2
%
96.8
%
102.2
%
16.4
%
(5.4
%)
Revenue
10,287.1
10,499.7
10,084.6

(212.6
)
415.1

Year-over-year growth
(2.0%)
4.1%
111.3
%
(6.1
%)
(107.2
%)
Constant currency growth 1
(4.0%)
(2.9%)
110.1
%
(1.1
%)
(113.0
%)
Profitability
 
 
 
 
 
Adjusted EBIT 2
1,457.3

1,356.9
1,075.6
100.4

281.3

Adjusted EBIT margin
14.2
%
12.9%
10.7%
1.3
%
2.2
%
Net earnings prior to specific items 3
1,005.1

893.5
727.7
111.6

165.8

Net earnings margin prior to specific items 3
9.8
%
8.5%
7.2%
1.3
%
1.3
%
Diluted EPS prior to specific items 3 (in dollars)
3.13

2.80

2.30

0.33

0.50

Net earnings
977.6

859.4
455.8
118.2

403.6

Net earnings margin
9.5
%
8.2%
4.5%
1.3
%
3.7
%
Diluted EPS (in dollars)
3.04

2.69

1.44

0.35

1.25

Liquidity
 
 
 
 
 
Cash provided by operating activities
1,289.3

1,174.8
671.3

114.5

503.5

As a % of revenue
12.5
%
11.2%
6.7
%
1.3
%
4.5
%
Days sales outstanding 4
44

43
49

1

(6
)
Capital structure
 
 
 
 
 
Net debt 5
1,779.6

2,113.3
2,739.9

(333.7
)
(626.6
)
Net debt to capitalization ratio 6
21.7
%
27.6%
39.6
%
(5.9
%)
(12.0
%)
Return on equity 7
17.7
%
18.8%
12.3
%
(1.1
%)
6.5
%
Return on invested capital 8
14.5
%
14.5%
11.8
%

2.7
%
Balance sheet
 
 
 
 
 
Cash and cash equivalents, and short-term investments
305.3

535.7
106.2

(230.4
)
429.5

Total assets
11,787.3

11,234.1

10,879.3

553.2

354.8

Long-term financial liabilities 9
1,896.4

2,748.4
2,489.5

(852.0
)
258.9

1  
Constant currency growth is adjusted to remove the impact of foreign currency exchange rate fluctuations. Please refer to page 16 for details.
2     Adjusted EBIT is a measure for which we provide the reconciliation to its closest IFRS measure on page 21.
3 
Specific items include the integration-related costs net of tax, the restructuring costs net of tax, the resolution of acquisition-related provisions net of tax and the tax adjustments which are discussed on page 23.
4     DSO is a measure which is discussed on page 30.
5    Net debt is a measure for which we provide the reconciliation to its closest IFRS measure on page 30.
6  
The net debt to capitalization ratio is a measure which is discussed on page 30.
7
ROE is a measure which is discussed on page 30.
8     ROIC is a measure which is discussed on page 30.
9  
Long-term financial liabilities include the long-term portion of the debt and the long-term derivative financial instruments.




    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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2.3. STOCK PERFORMANCE
2.3.1. Fiscal 2015 Trading Summary
CGI’s shares are listed on the Toronto Stock Exchange (“TSX”) (stock quote – GIB.A) and the New York Stock Exchange (“NYSE”) (stock quote – GIB) and are included in various indexes such as the S&P/TSX 60 Index.
TSX
(CAD)

 
NYSE
(USD)

Open:
37.65

 
Open:
33.74

High:
57.69

 
High:
46.30

Low:
36.35

 
Low:
31.99

Close:
48.35

 
Close:
36.21

CDN average daily trading volumes1:
1,197,371

 
NYSE average daily trading volumes:
250,690

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

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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2.3.2. Share Repurchase Program
On January 28, 2015, the Company’s Board of Directors authorized and subsequently received the approval from the TSX for the renewal of the Normal Course Issuer Bid (“NCIB”) to purchase up to 19,052,207 Class A subordinate voting shares for cancellation, representing 10% of the Company’s public float as of the close of business on January 23, 2015. The Class A subordinate voting shares may be purchased under the NCIB commencing February 11, 2015 and ending on the earlier of February 10, 2016, or the date on which the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB, or elects to terminate the NCIB.
During fiscal 2015, CGI repurchased 6,925,735 Class A subordinate voting shares for approximately $332.5 million at an average price of $48.01 under the current NCIB. This includes a total of 6,350,735 Class A subordinate voting shares acquired for cancellation between May and September 2015 pursuant to issuer bid orders issued by the Ontario Securities Commission at a price representing a discount to the prevailing market price of the shares on the TSX. As at September 30, 2015, the Company may purchase up to 12,126,472 million shares under the current NCIB.
2.3.3. Capital Stock and Options Outstanding
The following table provides a summary of the Capital Stock and Options Outstanding as at November 6, 2015:
Capital Stock and Options Outstanding
As at November 6, 2015

Class A subordinate voting shares
275,660,077

Class B multiple voting shares
33,272,767

Options to purchase Class A subordinate voting shares
20,281,560


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

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
12



3.
Financial Review 
 
 
 
 
 
 
 
 
 
 
 
 
3.1. BOOKINGS AND BOOK-TO-BILL RATIO
Bookings for the year were $11.6 billion representing a book-to-bill ratio of 113.2%. The breakdown of the new bookings signed during the year is as follows:
 
 
 
 
Contract Type
 
 
 
Service Type
 
 
 
Segment
 
 
 
Vertical Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A.
Extensions and
64
%
 
A.
Systems integration and
40
%
 
A.
Canada
29
%
 
A.
Government
28
%
 
 
renewals
 
 
 
consulting
 
 
B.
U.S.
21
%
 
B.
Telecommunications &
 
 
 
 
 
 
 
 
 
 
C.
Nordics
14
%
 
 
utilities
27
%
 
B.
New business
36
%
 
B.
Management of IT and
60
%
 
D.
France
11
%
 
C.
Financial services
20
%
 
 
 
 
 
 
business functions
 
 
E.
U.K.
14
%
 
D.
MRD
18
%
 
 
 
 
 
 
(outsourcing)
 
 
F.
ECS
10
%
 
E.
Health
7
%
 
 
 
 
 
 
 
 
 
G.
Asia Pacific
1
%
 
 
 
 

Information regarding our bookings is a key indicator of the volume of our business over time. However, due to the timing and transition period associated with outsourcing contracts, the realization of revenue related to these bookings may fluctuate from period to period. The values initially booked may change over time due to their variable attributes, including demand-driven usage, modifications in the scope of work to be performed caused by changes in client requirements as well as termination clauses at the option of the client. As such, information regarding our bookings is not comparable to, nor should it be substituted for an analysis of our revenue; it is instead a key indicator of our future revenue used by the Company’s management to measure growth.
The following table provides a summary of the bookings and book-to-bill ratio by segment:
 
In thousands of CAD except for percentages
Bookings for the year ended September 30, 2015

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

 
 
Total CGI
11,640,275

 
113.2
%
 
 
 
 
 
 
U.S.
2,462,911

 
84.7
%
 
Nordics
1,664,422

 
98.0
%
 
Canada
3,330,490

 
205.8
%
 
France
1,311,002

 
101.2
%
 
U.K.
1,600,090

 
111.2
%
 
ECS
1,171,227

 
99.4
%
 
Asia Pacific
100,133

 
67.1
%

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
13



3.2. FOREIGN EXCHANGE
The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS, we value assets, liabilities and transactions that are measured in foreign currencies using various exchange rates. We report all dollar amounts in Canadian dollars.
Closing foreign exchange rates
 
As at September 30,
2015

2014

Change

 
 
U.S. dollar
1.3399

1.1209

19.5
%
 
Euro
1.4958

1.4156

5.7
%
 
Indian rupee
0.0205

0.0181

13.3
%
 
British pound
2.0252

1.8182

11.4
%
 
Swedish krona
0.1596

0.1554

2.7
%
 
Australian dollar
0.9405

0.9791

(3.9
%)
Average foreign exchange rates
 
For the years ended September 30,
 
2015

2014

Change

 
 
U.S. dollar
 
1.2294

1.0833

13.5
%
 
Euro
 
1.4081

1.4700

(4.2
%)
 
Indian rupee
 
0.0195

0.0178

9.6
%
 
British pound
 
1.8983

1.7953

5.7
%
 
Swedish krona
 
0.1506

0.1635

(7.9
%)
 
Australian dollar
 
0.9634

0.9971

(3.4
%)


    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
14



3.3. REVENUE DISTRIBUTION
The following charts provide additional information regarding our revenue mix for the year:
 
 
 
Service Type
 
Client Geography
 
Vertical Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A.
Management of IT and business
 
 
A.
U.S.
29
%
 
A.
Government
34
%
 
 
functions (outsourcing)
54%
 
B.
Canada
15
%
 
B.
MRD
23
%
 
 
1.
IT services
44%
 
 
C.
U.K.
14
%
 
C.
Financial services
20
%
 
 
2.
Business process services
10%
 
D.
France
12
%
 
D.
Telecommunications & utilities
15
%
 
 
 
 
 
 
 
E.
Sweden
8
%
 
E.
Health
8
%
 
B.
Systems integration and consulting
46%
 
F.
Finland
6
%
 
 
 
 
 
 
 
 
 
G.
Rest of the world
16
%
 
 
 
 
3.3.1. Client Concentration
IFRS guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting enterprise to be under common control. The Company considers the federal, regional or local governments each to be a single customer. Our work for the U.S. federal government including its various agencies represented 14.0% of our revenue for fiscal 2015 as compared to 13.4% in fiscal 2014.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
15



3.4. REVENUE VARIATION AND REVENUE BY SEGMENT
Our seven segments are based on our geographic delivery model: U.S., Nordics, Canada, France, U.K., ECS and Asia Pacific.
The following table provides a summary of the year-over-year changes in our revenue, in total and by segment, separately showing the impacts of foreign currency exchange rate variations between fiscal 2015 and fiscal 2014. The fiscal 2014 revenue by segment was recorded reflecting the actual foreign exchange rates for that period. The foreign exchange impact is the difference between the current period’s actual results and the current period’s results converted with the prior year’s foreign exchange rates.
For the years ended September 30,
 
 
 
Change
 
2015

2014

$
%
In thousands of CAD except for percentages
 
 
 
 
 
Total CGI revenue
 
10,287,096

10,499,692

(212,596
)
(2.0
%)
Variation prior to foreign currency impact
 
(4.0
%)
 
 
 
Foreign currency impact
 
2.0
%
 
 
 
Variation over previous period
 
(2.0
%)
 
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
 
Revenue prior to foreign currency impact
 
2,478,402

2,664,876

(186,474
)
(7.0
%)
Foreign currency impact
 
334,725

 
 
 
U.S. revenue
 
2,813,127

2,664,876

148,251

5.6
%
 
 
 
 
 
 
Nordics
 
 
 
 
 
Revenue prior to foreign currency impact
 
1,752,958

1,826,091

(73,133
)
(4.0
%)
Foreign currency impact
 
(113,973
)
 
 
 
Nordics revenue
 
1,638,985

1,826,091

(187,106
)
(10.2
%)
 
 
 
 
 
 
Canada
 
 
 
 
 
Revenue prior to foreign currency impact
 
1,532,203

1,638,320

(106,117
)
(6.5
%)
Foreign currency impact
 
1,516

 
 
 
Canada revenue
 
1,533,719

1,638,320

(104,601
)
(6.4
%)
 
 
 
 
 
 
France
 
 
 
 
 
Revenue prior to foreign currency impact
 
1,339,947

1,333,792

6,155

0.5
%
Foreign currency impact
 
(56,560
)
 
 
 
France revenue
 
1,283,387

1,333,792

(50,405
)
(3.8
%)
 
 
 
 
 
 
U.K.
 
 
 
 
 
Revenue prior to foreign currency impact
 
1,259,960

1,283,847

(23,887
)
(1.9
%)
Foreign currency impact
 
71,327

 
 
 
U.K. revenue
 
1,331,287

1,283,847

47,440

3.7
%
 
 
 
 
 
 
ECS
 
 
 
 
 
Revenue prior to foreign currency impact
 
1,267,220

1,327,682

(60,462
)
(4.6
%)
Foreign currency impact
 
(55,992
)
 
 
 
ECS revenue
 
1,211,228

1,327,682

(116,454
)
(8.8
%)
 
 
 
 
 
 
Asia Pacific
 
 
 
 
 
Revenue prior to foreign currency impact
 
444,694

425,084

19,610

4.6
%
Foreign currency impact
 
30,669

 
 
 
Asia Pacific revenue
 
475,363

425,084

50,279

11.8
%

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
16



We ended fiscal 2015 with revenue of $10,287.1 million, a decrease of $212.6 million or 2.0% over fiscal 2014. On a constant currency basis, revenue decreased by $424.3 million or 4.0%, as foreign currency rate fluctuations favorably impacted our revenue by $211.7 million or 2.0%. The change in revenue was due to the expiration of certain contracts in infrastructure services mainly in Canada and to the completion in 2014 of the Patient Protection and Affordable Care Act ("ACA") projects in our U.S. segment.
3.4.1. U.S.
Revenue in our U.S. segment was $2,813.1 million in fiscal 2015, an increase of $148.3 million or 5.6% over fiscal 2014. On a constant currency basis, revenue decreased by $186.5 million or 7.0%. The change in revenue was mostly driven by the procurement delays in the Federal market and to the completion of ACA related projects in fiscal 2014. This was partly offset by growth mainly in our commercial sector with a growing proportion of IP-based services and solutions revenue in the financial services vertical market.
For the current year, the top two U.S. vertical markets were government and financial services, which together accounted for approximately 76% of revenue.
3.4.2. Nordics
Revenue in our Nordics segment was $1,639.0 million in fiscal 2015, a decrease of $187.1 million or 10.2% over fiscal 2014. On a constant currency basis, revenue decreased by $73.1 million or 4.0%. The decrease in revenue was due to lower work volume in Sweden and Denmark as well as the increased use of our delivery centers in Asia Pacific.
For the current year, Nordic's top two vertical markets were MRD and government, which together accounted for approximately 66% of revenue.
3.4.3. Canada
Revenue in our Canada segment was 1,533.7 million in fiscal 2015, a decrease of $104.6 million or 6.4% over fiscal 2014. The revenue decrease was mainly due to lower work volume and the expiration of certain infrastructure contracts.
For the current year, Canada’s top two vertical markets were financial services and telecommunications & utilities, which together accounted for approximately 58% of revenue.
3.4.4. France
Revenue in our France segment was $1,283.4 million in fiscal 2015, a decrease of $50.4 million or 3.8% over fiscal 2014. On a constant currency basis, revenue increased by $6.2 million or 0.5%, mainly as a result of higher consulting revenue within the government vertical market.
For the current year, France’s top two vertical markets were MRD and financial services, which together accounted for approximately 63% of revenue.
3.4.5. U.K.
For the fiscal year ended September 30, 2015, revenue in our U.K. segment was $1,331.3 million, an increase of $47.4 million or 3.7% over the fiscal 2014. On a constant currency basis, revenue decreased by $23.9 million or 1.9%. The decrease in revenue was mainly due to lower work volume with certain clients in the commercial sector primarily in MRD and financial services partly offset by new business in telecommunication & utilities and government as well as additional change orders on certain large contracts.
For the current year, U.K.’s top two vertical markets were government and telecommunications & utilities, which together accounted for approximately 68% of revenue.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
17



3.4.6. ECS
Revenue in our ECS segment was $1,211.2 million in fiscal 2015, a decrease of $116.5 million or 8.8% over fiscal 2014. On a constant currency basis, revenue decreased by $60.5 million or 4.6%. The decrease in revenue was due to lower work volume on existing contracts in the Netherlands and to a lesser extent, the planned wind down of activities in Switzerland and in Latin America with the exception of Brazil.
For the current year, ECS’s top two vertical markets were MRD and telecommunication & utilities, which together accounted for approximately 57% of revenue.
3.4.7. Asia Pacific
Revenue in our Asia Pacific segment was $475.4 million in fiscal 2015, an increase of $50.3 million or 11.8% over fiscal 2014. On a constant currency basis, revenue increased by $19.6 million or 4.6%. The change in revenue was due to the increased use of our delivery centers across the segments as our clients continue taking advantage of our global delivery network.
For the current year, Asia Pacific’s top two vertical markets were telecommunications & utilities and MRD, which together accounted for approximately 79% of revenue.
3.5. OPERATING EXPENSES
For the years ended September 30,
 
% of

 
% of

   Change
2015

Revenue

2014

Revenue

$
%
In thousands of CAD except for percentages
 
 
 
 
 
 
Costs of services, selling and administrative
8,819,055

85.7
%
9,129,791

87.0
%
(310,736
)
(3.4
%)
Foreign exchange loss
10,733

0.1
%
13,042

0.1
%
(2,309
)
(17.7
%)
3.5.1. Costs of Services, Selling and Administrative
For the year ended September 30, 2015, costs of services, selling and administrative expenses amounted to $8,819.1 million, a decrease of $310.7 million or 3.4% over the same period of fiscal 2014. As a percentage of revenue, cost of services, selling and administrative expenses improved from 87.0% to 85.7%. As a percentage of revenue, our costs of services improved compared to the same period last year mainly due to the extra resources and expenses needed in fiscal 2014 to complete the ACA related projects. Our selling and administrative expenses as a percentage of revenue also improved as a result of the ongoing realization of the business synergies and the implementation of CGI's Management Foundation from the integration of Logica. More information on the integration can be found on page 21.
During the year ended September 30, 2015, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavorably impacted costs by $173.2 million, substantially offsetting the favourable translation impact of $211.7 million on our revenue.
3.5.2. Foreign Exchange Loss
The Company, in addition to its natural hedges, has a strategy in place to manage its exposure, to the extent possible, to exchange rate fluctuations through the effective use of derivatives. During fiscal year 2015, CGI incurred $10.7 million of foreign exchange loss mainly driven by the timing in payments combined with the volatility and fluctuation of foreign exchange rates.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
18



3.6. ADJUSTED EBIT BY SEGMENT
For the years ended September 30,
 
 
Change
2015

2014

$
%
In thousands of CAD except for percentages
 
 
 
 
U.S.
454,325

303,515

150,810

49.7
%
As a percentage of U.S. revenue
16.2
%
11.4
%
 


 
 
 
 
 
Nordics
153,841

164,721

(10,880
)
(6.6
%)
As a percentage of Nordics revenue
9.4
%
9.0
%
 


 
 
 
 
 
Canada
343,692

361,136

(17,444
)
(4.8
%)
As a percentage of Canada revenue
22.4
%
22.0
%
 


 
 
 
 
 
France
146,615

155,695

(9,080
)
(5.8
%)
As a percentage of France revenue
11.4
%
11.7
%
 


 
 
 
 
 
U.K.
163,603

164,977

(1,374
)
(0.8
%)
As a percentage of U.K. revenue
12.3
%
12.9
%
 


 
 
 
 
 
ECS
118,141

138,656

(20,515
)
(14.8
%)
As a percentage of ECS revenue
9.8
%
10.4
%
 


 
 
 
 
 
Asia Pacific
77,091

68,159

8,932

13.1
%
As a percentage of Asia Pacific revenue
16.2
%
16.0
%
 


 
 
 
 
 
Adjusted EBIT
1,457,308

1,356,859

100,449

7.4
%
Adjusted EBIT margin
14.2
%
12.9
%
 
 
For the year ended September 30, 2015, adjusted EBIT was $1,457.3 million, an increase of $100.4 million or 7.4% from the year ended September 30, 2014. When excluding $76.3 million of non-recurring benefits during fiscal 2014, mainly from benefits related to the resolution of acquisition-related provisions, adjusted EBIT increased by $176.7 million. When excluding the same non-recurring items of 2014, adjusted EBIT margin increased to 14.2% from 12.2% over the same period last year. The favorable variance was primarily due to the completion of ACA related projects which required additional resources and expenses in fiscal 2014 and productivity improvements across Europe and Asia Pacific.
3.6.1. U.S.
For the year ended September 30, 2015, adjusted EBIT in the U.S. segment was $454.3 million, an increase of $150.8 million compared to fiscal 2014, while the margin increased to 16.2% from 11.4%. The improved profitability is mainly due to the extra resources and expenses needed in fiscal 2014 to complete the ACA related projects and the increase in volume from existing and new business mainly in financial services with an improved mix of IP-based services and solutions revenue.
3.6.2. Nordics
For the year ended September 30, 2015, adjusted EBIT in the Nordics segment was $153.8 million, as compared to $164.7 million for fiscal 2014. When excluding the $8.5 million curtailment gain on a pension plan obligation and $11.7 million of non-recurring benefits related to the resolution of acquisition-related provisions in fiscal 2014, adjusted EBIT increased by $9.3 million. When excluding the non-recurring benefits in 2014, adjusted EBIT margin was 9.4%, an improvement from 7.9%. The increase in adjusted EBIT and adjusted EBIT margin was mainly attributable to the realization of cost synergies implemented as part of the integration of Logica and the increased use of offshoring to lower our cost base.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
19



3.6.3. Canada
For the year ended September 30, 2015, adjusted EBIT in the Canada segment was $343.7 million, a decrease of $17.4 million compared to fiscal 2014 which mainly resulted from the factors identified in the revenue section. Despite the revenue decrease, the Canada segment maintained a strong and stable adjusted EBIT margin through its proactive management of its cost base.
3.6.4. France
For the year ended September 30, 2015, adjusted EBIT in the France segment was $146.6 million, as compared to $155.7 million for fiscal 2014. When excluding the $20.4 million of non-recurring benefits related to the resolution of acquisition-related provisions and the renegotiation of a low margin contract in 2014, adjusted EBIT increased by $11.3 million. When excluding the non-recurring benefits in 2014, adjusted EBIT margin increased to 11.4%, from 10.1%. This increase in both adjusted EBIT and margin was mainly attributable to the realization of the cost synergies implemented as part of the integration of Logica and improved year-over-year utilization rates.
3.6.5. U.K.
For the year ended September 30, 2015, adjusted EBIT in the U.K. segment was $163.6 million, as compared to $165.0 million for fiscal 2014. When excluding the $17.1 million of non-recurring benefits related to the resolution of acquisition-related provisions mainly for the renegotiation of office leases and settlement of tax credits during fiscal 2014, adjusted EBIT increased by $15.7 million and adjusted EBIT margin increased to 12.3% from 11.5%. This increase in adjusted EBIT and margin was mainly the result of additional change orders on certain large contracts as well as ongoing productivity improvements.
3.6.6. ECS
For the year ended September 30, 2015, adjusted EBIT in the ECS segment was $118.1 million, as compared to $138.7 million for fiscal 2014. When excluding the $17.6 million of non-recurring benefits related to the resolution of acquisition-related provisions in fiscal 2014, adjusted EBIT decreased by $2.9 million which resulted mainly from the factors identified in the revenue section. Adjusted EBIT margin increased to 9.8% from 9.1% when excluding the non-recurring benefits. The increased margin is mostly the result of productivity improvements and a better mix of profitable revenue.
3.6.7. Asia Pacific
For the year ended September 30, 2015, adjusted EBIT in the Asia Pacific segment was $77.1 million, an increase of $8.9 million, while the margin increased to 16.2% from 16.0% compared to fiscal 2014. This increase in adjusted EBIT margin for the year ended September 30, 2015 was mainly due to revenue growth and the implementation of additional productivity improvements in the global delivery centers.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
20



3.7. EARNINGS BEFORE INCOME TAXES
The following table provides a reconciliation between our adjusted EBIT and earnings before income taxes, which is reported in accordance with IFRS.
For the years ended September 30,
 
Change
2015

% of Revenue

2014

% of Revenue

$
%
In thousands of CAD except for percentages
 
 
 
 
 
 
Adjusted EBIT
1,457,308

14.2
%
1,356,859

12.9
%
100,449

7.4
%
Minus the following items:
 


 


 
 
Integration-related costs

0.0
%
127,341

1.2
%
(127,341
)
(100.0
%)
Restructuring costs
35,903

0.3
%


35,903


Net finance costs
92,857

0.9
%
99,268

1.0
%
(6,411
)
(6.5
%)
Earnings before income taxes
1,328,548

12.9
%
1,130,250

10.8
%
198,298

17.5
%
3.7.1. Integration-Related Costs
For the year ended September 30, 2014, the Company incurred $127.3 million of integration-related costs pertained to the restructuring and transformation of Logica’s operations to the CGI operating model. In September 2014, we completed the integration of Logica at a total cost of $575.5 million to drive annual savings in excess of $400.0 million and enhanced EPS accretion. At the end of fiscal 2015, a balance of $32.2 million related to the integration remains to be disbursed. Further details are provided in section 4.1.1 of the present document.
3.7.2. Restructuring Costs
For the year ended September 30, 2015, the Company incurred $35.9 million of restructuring costs that pertained to the announced restructuring program for productivity improvement initiatives.
3.7.2. Net Finance Costs
Net finance costs mainly include the interest on our long-term debt. The decrease in net finance costs for the year ended September 30, 2015 was mainly the result of long-term debt repayments.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
21



3.8. NET EARNINGS AND EARNINGS PER SHARE
The following table sets out the information supporting the earnings per share calculations:
For the years ended September 30,
 
 
 
Change
 
2015

2014

$
%
In thousands of CAD except for percentages
 
 
 
 
 
Earnings before income taxes
 
1,328,548

1,130,250

198,298

17.5
%
Income tax expense
 
350,992

270,807

80,185

29.6
%
Effective tax rate
 
26.4
%
24.0
%
 
 
Net earnings
 
977,556

859,443

118,113

13.7
%
Net earnings margin
 
9.5
%
8.2
%
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding
 
 
 
 
 
 
 
 
 
 
 
Class A subordinate voting shares and Class B multiple voting shares (basic)
 
311,477,555

308,743,126

 
0.9
%
 
 
 
 
 
 
Class A subordinate voting shares and Class B multiple voting shares (diluted)
 
321,422,444

318,927,737

 
0.8
%
 
 
 
 
 
 
Earnings per share (in dollars)
 
 
 
 
 
 
 
 
 
 
 
Basic
 
3.14

2.78

0.36

12.9
%
Diluted
 
3.04

2.69

0.35

13.0
%
3.8.1. Income Tax Expense
For the year ended September 30, 2015, the income tax expense was $351.0 million, an increase of $80.2 million compared to $270.8 million over the same period last year, while our effective tax rate increased from 24.0% to 26.4%. When excluding the favorable tax adjustment of $11.9 million in fiscal 2014 that was mainly the result of the settlement of tax liabilities coming from the Logica acquisition, the income tax rate would have been 25.0% compared to 26.4% for the year ended September 30, 2015. The increase in income tax rate was mainly attributable to the increased profitability in our U.S. operations where the enacted tax rate is higher.
The table on page 23 shows the year-over-year comparison of the tax rate with the impact of all specific items removed.
On July 8, 2015, the United Kingdom Finance Bill which includes the reduction in the U.K. corporate tax rate from 20% to 19%, effective April 1, 2017 and from 19% to 18%, effective April 1, 2020 was released and was substantially enacted on October 26, 2015. As a result, the Company will incur an additional income tax expense for an amount of approximately $6.0 million resulting from the re-evaluation of its deferred tax assets.
Based on the enacted rates at the end of fiscal 2015 and our current business mix, we expect our effective tax rate before any significant adjustments to be in the range of 26% to 28% in subsequent periods.
3.8.2. Weighted Average Number of Shares
For fiscal 2015, CGI’s basic and diluted weighted average number of shares increased compared to fiscal 2014 due to the effect of issuance and exercise of stock options partly offset by the impact of the repurchase of Class A subordinate voting shares.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
Page
22



3.8.3. Net Earnings and Earnings per Share Prior to Specific Items
Below is a table showing the year-over-year comparison prior to specific items namely integration-related costs, restructuring costs, benefits related to the resolution of acquisition-related provisions and tax adjustments:
For the years ended September 30,
 
 
Change
2015

2014

$
%
In thousands of CAD except for percentages and shares data
 
 
 
 
Earnings before income taxes
1,328,548

1,130,250

198,298

17.5
%
Add back:
 
 
 
 
Integration-related costs

127,341

(127,341
)
(100.0
%)
Restructuring costs
35,903


35,903


 
 
 
 
 
Remove:
 
 
 
 
Resolution of acquisition-related provisions 1

62,075

(62,075
)
(100.0
%)
Earnings before income taxes prior to specific items
1,364,451

1,195,516

168,935

14.1
%
Margin
13.3
%
11.4
%
 
 
 
 
 
 
 
Income tax expense
350,992

270,807

80,185

29.6
%
Add back:
 
 
 
 
Tax adjustments

11,900

(11,900
)
(100.0
%)
Tax deduction on integration-related costs

29,430

(29,430
)
(100.0
%)
Tax deduction on restructuring costs
8,352


8,352


 
 
 
 
 
Remove:
 
 
 
 
Income taxes on the resolution of acquisition-related provisions

10,097

(10,097
)
(100.0
%)
Income tax expense prior to specific items
359,344

302,040

57,304

19.0
%
Effective tax rate prior to specific items
26.3
%
25.3
%
 
 
 
 
 
 
 
Net earnings prior to specific items
1,005,107

893,476

111,631

12.5
%
Net earnings margin
9.8
%
8.5
%
 
 
 
 
 
 
 
Weighted average number of shares outstanding
 
 
 
 
 
 
 
 
 
Class A subordinate voting shares and Class B multiple voting shares (basic)
311,477,555

308,743,126

 
0.9
%
 
 
 
 
 
Class A subordinate voting shares and Class B multiple voting shares (diluted)
321,422,444

318,927,737

 
0.8
%
 
 
 
 
 
Earnings per share prior to specific items (in dollars)
 
 
 
 
 
 
 
 
 
Basic
3.23

2.89

0.34

11.8
%
Diluted
3.13

2.80

0.33

11.8
%
 
 
 
 
 
1  
These benefits came from the adjustment of provisions that were established as part of the purchase price allocation for the Logica acquisition. Subsequent to the finalization of the purchase price allocation such adjustments flow through the statement of earnings. Examples of the items that may be included in these benefits comprise the resolution of provisions on client contracts, the settlement of tax credits and the early termination of lease agreements.



    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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23



 4.
Liquidity
 
 
 
 
 
 
 
 
 
 
 
 
4.1. CONSOLIDATED STATEMENTS OF CASH FLOWS
CGI’s growth is financed through a combination of our cash flow from operations, borrowing under our existing credit facilities, the issuance of long-term debt, and the issuance of equity. One of our financial priorities is to maintain an optimal level of liquidity through the active management of our assets and liabilities as well as our cash flows.
As at September 30, 2015, cash and cash equivalents were $305.3 million. The following table provides a summary of the generation and use of cash for the years ended September 30, 2015 and 2014.
For the years ended September 30,
 
2015

2014

Change

 
In thousands of CAD
 
 
 


Cash provided by operating activities
 
1,289,310

1,174,835

114,475

Cash used in investing activities
 
(257,127
)
(321,153
)
64,026

Cash used in financing activities
 
(1,303,663
)
(414,064
)
(889,599
)
Effect of foreign exchange rate changes on cash and cash equivalents
 
41,027

(10,102
)
51,129

Net (decrease) increase in cash and cash equivalents

(230,453
)
429,516

(659,969
)
4.1.1. Cash Provided by Operating Activities
For the year ended September 30, 2015, cash provided by operating activities was $1,289.3 million or 12.5% of revenue as compared to 1,174.8 million, or 11.2% of revenue from the prior year. This increase was mainly due to ongoing improvement to profitability in the amount of $118.1 million.
The following table provides a summary of the generation and use of cash from operating activities.
For the years ended September 30,
 
2015

2014

Change

 
In thousands of CAD
 
 
 
 
Net earnings
 
977,556

859,443

118,113

Amortization and depreciation
 
424,044

444,232

(20,188
)
Other adjustments 1
 
89,451

103,827

(14,376
)
Cash flow from operating activities before net change in non-cash working capital items
 
1,491,051

1,407,502

83,549

Net change in non-cash working capital items:
 
 
 
 
Accounts receivable, work in progress and deferred revenue
 
(25,517
)
209,189

(234,706
)
Accounts payable and accrued liabilities, accrued compensation, provisions and long-term liabilities
 
(204,169
)
(463,685
)
259,516

Other 2
 
27,945

21,829

6,116

Net change in non-cash working capital items
 
(201,741
)
(232,667
)
30,926

Cash provided by operating activities
 
1,289,310

1,174,835

114,475

1
Other adjustments are comprised of deferred income taxes, foreign exchange (gain) loss and share-based payment costs.
2 
    Comprised of prepaid expenses and other assets, long-term financial assets, retirement benefits obligations, derivative financial instruments and income taxes.
For the year ended September 30, 2015, the net $201.7 million of cash used in non-cash working capital items was mostly due to the net utilization of provisions for estimated losses on revenue generating contracts and integration related payments. The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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The following table provides a summary of the movements in the integration-related provision.
For the years ended September 30,
 
2015

2014

 
In millions of CAD
 
 
 
Integration-related provision at the beginning of the year
 
105.6

135.8

Integration-related expenses
 

127.3

Integration-related payments
 
(74.3
)
(158.0
)
Net impact on non-cash working capital
 
(74.3
)
(30.7
)
Plus: FX impact 1
 
0.9

0.5

Integration-related provision at the end of the year
 
32.2

105.6

1 
The foreign currency translation was recorded in other comprehensive income.
4.1.2. Cash Used in Investing Activities
For the year ended September 30, 2015, $257.1 million were used in investing activities while $321.2 million were used over the same period of last year. The following table provides a summary of the generation and use of cash from investing activities.
For the years ended September 30,
 
2015

2014

Change

 
In thousands of CAD
 
 
 
 
Proceeds from sale of capital assets
 
15,255

13,673

1,582

Purchase of property, plant and equipment
 
(122,492
)
(181,471
)
58,979

Additions to contract costs
 
(78,815
)
(73,900
)
(4,915
)
Additions to intangible assets
 
(71,357
)
(77,726
)
6,369

Net change in short-term investments and net purchase of long-term investments
 
(4,736
)
(8,106
)
3,370

Payments received from long-term receivables
 
5,018

6,377

(1,359
)
Cash used in investing activities
 
(257,127
)
(321,153
)
64,026

The decrease of $64.0 million in cash used in investing activities was mainly due to the increased volume of finance loans for the purchase of assets and the decrease in computer equipment purchases due to certain long-term contracts that required one-time investment in fiscal 2014.
4.1.3. Cash Used in Financing Activities
For the year ended September 30, 2015, $1,303.7 million were used in financing activities while $414.1 million were used over the same period of last year. The following table provides a summary of the generation and use of cash from financing activities.
For the years ended September 30,
 
2015

2014

Change

 
In thousands of CAD
 
 
 
 
Net change in unsecured committed revolving credit facility
 

(283,049
)
283,049

Net change in long-term debt
 
(901,566
)
(25,343
)
(876,223
)
 
 
(901,566
)
(308,392
)
(593,174
)
Settlement of derivative financial instruments
 
(121,615
)
(37,716
)
(83,899
)
Purchase of Class A subordinate voting shares held in trust
 
(11,099
)
(23,016
)
11,917

Resale of Class A subordinate voting shares held in trust
 

1,390

(1,390
)
Repurchase of Class A subordinate voting shares
 
(323,069
)
(111,468
)
(211,601
)
Issuance of Class A subordinate voting shares
 
53,686

65,138

(11,452
)
Cash used in financing activities
 
(1,303,663
)
(414,064
)
(889,599
)

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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For the year ended September 30, 2015, $901.6 million were used to reduce our outstanding long-term debt mainly driven by $879.7 million in repayments under the term loan credit facility, while we made net repayments of $308.4 million on our long-term debt for the same period last year. Following the net repayments on our outstanding long-term debt, the Company used $121.6 million to settle the related cross-currency swaps contract during fiscal 2015.
For the year ended September 30, 2015, we used $323.1 million to repurchase 6,725,735 Class A subordinate voting shares under the current NCIB, while for the year ended September 30, 2014, $111.5 million was used to purchase 2,837,360 Class A subordinate voting shares under the annual aggregate limit of the NCIB then in effect. For the year ended September 30, 2015, an amount of $11.1 million was used to purchase CGI shares in connection with the Company's Performance Share Unit ("PSU Plan"), while for the comparable period of last year, a net amount of $21.6 million was used to purchase shares under the PSU Plan. More information concerning PSU Plan can be found in note 20 of the audited consolidated financial statements.
For the year ended September 30, 2015, we received $53.7 million in proceeds from the exercise of stock options, compared to $65.1 million during the year ended September 30, 2014.
4.1.4. Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents
For the year ended September 30, 2015, the effect of foreign exchange rate changes on cash and cash equivalents was $41.0 million. These amounts had no effect on net earnings as they were recorded in other comprehensive income.


    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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26



4.2. CAPITAL RESOURCES 
As at September 30, 2015
Total commitment

Available

Outstanding

In thousands of CAD
 
 
 
Cash and cash equivalents

305,262


Long-term investments

42,202


Unsecured committed revolving facility a
1,500,000

1,456,776

43,224

Total
1,500,000

1,804,240

43,224

a Consists of Letters of Credit for $43.2 million outstanding as at September 30, 2015.
Our cash position and bank lines are sufficient to support our growth strategy. At September 30, 2015, cash and cash equivalents and long-term marketable investments represented $347.5 million.
Cash equivalents typically include term deposits, all with maturities of 90 days or less. Long-term marketable investments include corporate and government bonds with maturities ranging from one to five years, rated “A” or higher.
The amount of capital available was $1,804.2 million. The long-term debt agreements contain covenants, which require us to maintain certain financial ratios. As at September 30, 2015, CGI was in compliance with these covenants.
Total debt decreased by $552.6 million to $2,127.1 million as at September 30, 2015, compared to $2,679.7 million as at September 30, 2014. The variation was mainly due to the reimbursement of $879.7 million under the term loan credit facility2 partially offset by a foreign exchange translation impact of $296.4 million recorded in other comprehensive income.
As at September 30, 2015, CGI is showing a negative working capital1 of $142.3 million. The Company has also $1.5 billion available under its unsecured committed revolving facility and is generating a significant level of cash that will allow it to fund its operations and further decrease the amount of debt outstanding in the foreseeable future while maintaining adequate levels of liquidity.
On November 9, 2015, the credit facility was extended by one year to December 2019 under the same term and conditions and can be further extended annually.
As at September 30, 2015, the cash and cash equivalents held by foreign subsidiaries were $263,6 million ($356,1 million as at September 30, 2014). The tax implications and impact related to its repatriation will not affect the Company’s liquidity.

1    Working capital is defined as total current assets minus total current liabilities.
2    On October 1, 2015, the Company settled a floating-to-fixed interest rate swap with a notional amount of $109,270,000.

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

Less than 1 year

2nd and 3rd years

4th and 5th years

After 5 years

In thousands of CAD

 
 
 
 
Long-term debt
2,066,722

199,618

257,469

398,098

1,211,537

Estimated interests on long-term debt
444,908

75,833

137,504

110,697

120,874

Finance lease obligations
57,170

31,451

19,870

4,027

1,822

Estimated interests on finance lease obligations
2,445

1,268

915

215

47

Operating leases

 
 
 
 
Rental of office space
1,061,178

261,226

416,397

238,441

145,114

Computer equipment
7,767

5,177

2,578

12


Automobiles
104,444

39,303

51,102

12,383

1,656

Long-term service agreements and other
170,475

86,629

73,171

10,675


Total contractual obligations
3,915,109

700,505

959,006

774,548

1,481,050

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

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS
We use various financial instruments to manage our exposure to fluctuations of foreign currency exchange rates and interest rates. We do not hold or use any derivative instruments for trading purposes.
Foreign exchange translation gains or losses on the net investments and the effective portions of gains or losses on instruments hedging the net investments are recorded in the consolidated statement of comprehensive income. Any realized or unrealized gains or losses on instruments covering the U.S. denominated debt are also recognized in the consolidated statement of comprehensive income.
The majority of our costs are denominated in currencies other than the Canadian dollar. The risk of foreign exchange fluctuation impacting the results is substantially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency. In certain cases where there is a substantial imbalance between the costs incurred and the revenue earned in a specific currency, the Company may enter into foreign exchange forward contracts to hedge its cash flows.
We have the following outstanding derivative financial instruments:
Hedges on net investments in foreign operations
— $109.7 million cross-currency swaps in euro designated as a hedging instrument of the Company’s net investment in European operations ($968.8 million as at September 30, 2014)
Cash flow hedges on unsecured committed term loan credit facility
— $109.7 million interest rate swaps floating-to-fixed ($484.4 million as at September 30, 2014)
Cash flow hedges on future revenue
— U.S.$9.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Canadian dollar (U.S. $32.0 million as at September 30, 2014)
— U.S.$42.3 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Indian rupee (U.S. $75.2 million as at September 30, 2014)
— $151.9 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($94.6 million as at September 30, 2014)
— Kr77.1 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Swedish krona and the Indian rupee (Kr142.6 million as at September 30, 2014)
— €7.3 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Indian rupee (€nil as at September 30, 2014)
— £25.2 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the British pound and the Indian rupee (£nil as at September 30, 2014)
— €84.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency rate between the euro and the British pound (€121.1 million as at September 30, 2014)
— €5.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Swedish krona (€15.0 million as at September 30, 2014)
— €7.0 million foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Moroccan dirham (€nil as at September 30, 2014)
Fair value hedges on Senior U.S. unsecured notes
— U.S.$250.0 million interest rate swaps fixed-to-floating (U.S. $250.0 million as at September 30, 2014).



    
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4.5. SELECTED MEASURES OF LIQUIDITY AND CAPITAL RESOURCES
 
As at September 30,
2015

2014

 
 
In thousands of CAD except for percentages
 
 
 
Reconciliation between net debt and long-term debt including the current portion:
 
 
 
Net debt
1,779,623

2,113,299

 
Add back:
 
 
 
Cash and cash equivalents
305,262

535,715

 
Long-term investments
42,202

30,689

 
Long-term debt including the current portion
2,127,087

2,679,703

 
 
 
 
 
Net debt to capitalization ratio
21.7
%
27.6
%
 
Return on equity
17.7
%
18.8
%
 
Return on invested capital
14.5
%
14.5
%
 
Days sales outstanding
44

43

We use the net debt to capitalization ratio as an indication of our financial leverage in order to pursue large outsourcing contracts, expand global delivery centers, or make acquisitions. The net debt to capitalization ratio decreased to 21.7% in 2015 from 27.6% in 2014 due to the improved cash generation allowing us to reduce our net debt by $333.7 million.
ROE is a measure of the return we are generating for our shareholders. ROE decreased from 18.8% in fiscal 2014 to 17.7% in fiscal 2015. The decrease was mostly the result of the net impact of translating foreign operations as reflected in other comprehensive income, as well as the impact of timing on the repurchase of Class A subordinate voting shares.
ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital was 14.5% as at September 30, 2015, and 2014.
DSO increased to 44 days at the end of fiscal 2015 from 43 days in fiscal 2014. In calculating the DSO, we subtract the deferred revenue balance from trade accounts receivable and work in progress; for that reason, the timing of payments received from outsourcing clients in advance of the work to be performed and the timing of payments related to project milestones can affect the DSO fluctuations. We remain committed to manage our DSO within our 45 day target or less.
4.6. OFF-BALANCE SHEET FINANCING AND GUARANTEES
CGI engages in the practice of off-balance sheet financing in the normal course of operations for a variety of transactions such as operating leases for office space, computer equipment and vehicles as well as accounts receivable factoring. From time to time, we also enter into agreements to provide financial or performance assurances to third parties on the sale of assets, business divestitures and guarantees on government and commercial contracts.
In connection with sales of assets and business divestitures, we may be required to pay counterparties for costs and losses incurred as the result of breaches in our contractual obligations, representations and warranties, intellectual property right infringement and litigation against counterparties, among others. While some of the agreements specify a maximum potential exposure totaling $10.4 million, others do not specify a maximum amount or limited period. It is impossible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. The Company does not expect to incur any potential payment in connection with these guarantees that could have a materially adverse effect on its consolidated financial statements.
In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once the bid is awarded. We would also be liable for the performance bonds in the event of default in the performance of our obligations. As at September 30, 2015, we had committed for a total of $52.7 million for these bonds. To the best of our knowledge, we complied with our performance obligations under all service contracts for which there was a performance or bid bond, and

    
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the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.
4.7. CAPABILITY TO DELIVER RESULTS
Sufficient capital resources and liquidity are required for supporting ongoing business operations and to execute our build and buy growth strategy. The Company has sufficient capital resources coming from the cash generated from operations, credit facilities, long-term debt agreements and invested capital from shareholders. Our principal uses of cash are for procuring new large outsourcing and managed services contracts; investing in our business solutions; pursuing accretive acquisitions; buying back CGI shares and paying down debt. Funds are also used to expand our global delivery network as more and more of our clients demand lower cost alternatives. In terms of financing, we are well positioned to continue executing our four-pillar growth strategy in fiscal 2016.
Strong and experienced leadership is essential to successfully implement our corporate strategy. CGI has a strong leadership team with members who are highly knowledgeable and have gained a significant amount of experience within the IT industry via various career paths and leadership roles. CGI fosters leadership development to ensure a continuous flow of knowledge and strength is maintained throughout the organization. As part of our succession planning in key positions, we established the Leadership Institute, our own corporate university, to develop leadership, technical and managerial skills inspired by CGI’s roots and traditions.
As a Company built on human capital, our professionals and their knowledge are critical to delivering quality service to our clients. Our human resources program provides competitive compensation and benefits, a favorable working environment, and our training and career development programs combine to allow us to attract and retain the best talent. Employee satisfaction is monitored regularly through a Company-wide survey. Furthermore, approximately 48,000 of our members, are also owners of CGI through our Share Purchase Plan. The Share Purchase Plan, along with the Profit Participation Program, allows members to share in the success of the Company and aligns member objectives with our strategic goals.
In addition to our capital resources and the talent of our human capital, CGI has established a Management Foundation encompassing governance policies, sophisticated management frameworks and an organizational model for its business units and corporate processes. This foundation, along with our appropriate internal systems, helps in providing a disciplined high standard of quality service to our clients across all of our operations, and additional value to our stakeholders. CGI’s operations maintain appropriate certifications in accordance with service requirements such as the ISO and Capability Maturity Model Integration quality programs.



    
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5.    Fourth Quarter Results
 
 
 
 
 
 
 
 
 
 
 
 
5.1. FOREIGN EXCHANGE
The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS, we value assets, liabilities and transactions that are measured in foreign currencies using various exchange rates.We report all dollar amounts in Canadian dollars.
Average foreign exchange rates
For the three months ended September 30,
2015

2014

Change

U.S. dollar
1.3095

1.0894

20.2
%
Euro
1.4565

1.4427

1.0
%
Indian rupee
0.0202

0.0180

12.2
%
British pound
2.0285

1.8175

11.6
%
Swedish krona
0.1544

0.1568

(1.5
%)
Australian dollar
0.9494

1.0070

(5.7
%)

    
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5.2. REVENUE VARIATION AND REVENUE BY SEGMENT
The following table provides a summary of the year-over-year changes in our revenue, in total and by segment, separately showing the impacts of foreign currency exchange rate variations between the Q4 2015 and Q4 2014 periods. The Q4 2014 revenue by segment was recorded reflecting the actual average foreign exchange rates for that period. The foreign exchange impact is the difference between the current period’s actual results and the current period’s results converted with the prior year’s average foreign exchange rates.
For the three months ended September 30,
 
 
Change
2015

2014

$
%
In thousands of CAD except for percentages
 
 
 
 
Total CGI revenue
2,585,275

2,483,669

101,606

4.1
%
Variation prior to foreign currency impact
(3.1
%)
 
 
 
Foreign currency impact
7.2
%
 
 
 
Variation over previous period
4.1
%
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
Revenue prior to foreign currency impact
625,319

655,095

(29,776
)
(4.5
%)
Foreign currency impact
126,912

 
 
 
U.S. revenue
752,231

655,095

97,136

14.8
%
 
 
 
 
 
Nordics
 
 
 
 
Revenue prior to foreign currency impact
369,723

382,682

(12,959
)
(3.4
%)
Foreign currency impact
(1,614
)
 
 
 
Nordics revenue
368,109

382,682

(14,573
)
(3.8
%)
 
 
 
 
 
Canada
 
 
 
 
Revenue prior to foreign currency impact
371,218

382,887

(11,669
)
(3.0
%)
Foreign currency impact
606

 
 
 
Canada revenue
371,824

382,887

(11,063
)
(2.9
%)
 
 
 
 
 
France
 
 
 
 
Revenue prior to foreign currency impact
310,327

311,999

(1,672
)
(0.5
%)
Foreign currency impact
3,907

 
 
 
France revenue
314,234

311,999

2,235

0.7
%
 
 
 
 
 
U.K.
 
 
 
 
Revenue prior to foreign currency impact
318,004

321,682

(3,678
)
(1.1
%)
Foreign currency impact
37,091

 
 
 
U.K. revenue
355,095

321,682

33,413

10.4
%
 
 
 
 
 
ECS
 
 
 
 
Revenue prior to foreign currency impact
294,194

318,275

(24,081
)
(7.6
%)
Foreign currency impact
1,527

 
 
 
ECS revenue
295,721

318,275

(22,554
)
(7.1
%)
 
 
 
 
 
Asia Pacific
 
 
 
 
Revenue prior to foreign currency impact
118,154

111,049

7,105

6.4
%
Foreign currency impact
9,907

 
 
 
Asia Pacific revenue
128,061

111,049

17,012

15.3
%
We ended the fourth quarter of fiscal 2015 with revenue of $2,585.3 million, an increase of $101.6 million or 4.1% over the same period of fiscal 2014. On a constant currency basis, revenue decreased by $76.7 million or 3.1%, as foreign currency rate fluctuations favourably impacted our revenue by $178.3 million or 7.2%.

    
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5.2.1. U.S.
Revenue in our U.S. segment was $752.2 million in Q4 2015, an increase of $97.1 million or 14.8% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $29.8 million or 4.5%. The change in revenue was mostly driven by procurement delays in the Federal market and to the completion of ACA related projects in fiscal 2014. This was partly offset by a growing proportion of IP-based services and solutions revenue within the financial services vertical market.
For the current quarter, the top two U.S. vertical markets were government and financial services, which together accounted for approximately 76% of its revenue.
5.2.2. Nordics
Revenue from our Nordics segment was $368.1 million in Q4 2015, a decrease of $14.6 million or 3.8% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $13.0 million or 3.4%. The change in revenue is mainly due to lower work volume in Sweden and Denmark partly offset by new business in Finland.
For the current quarter, the Nordics' top two vertical markets were MRD and government, which together accounted for approximately 66% of its revenue.
5.2.3. Canada
Revenue in our Canada segment for Q4 2015 was $371.8 million, a decrease of $11.1 million or 2.9% compared to the same period of fiscal 2014. The revenue decrease was mainly due to a slowdown of government spending partly offset by new business in financial services.
For the current quarter, Canada’s top two vertical markets were financial services and telecommunication & utilities, which together accounted for approximately 60% of its revenue.
5.2.4. France
Revenue from our France segment was $314.2 million in Q4 2015 and remained stable compared to the same period of fiscal 2014, as higher consulting revenue within the government vertical market helped compensate the lower work volume from telecommunication & utilities.
For the current quarter, France’s top two vertical markets were MRD and financial services, which together accounted for approximately 63% of its revenue.
5.2.5. U.K.
Revenue from our U.K. segment was $355.1 million in Q4 2015, an increase of $33.4 million or 10.4% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $3.7 million or 1.1%. The decrease in revenue was mainly due to lower work volume with certain clients in the commercial sector primarily in MRD and financial services partly offset by new business in telecommunication & utilities and additional change orders on certain large contracts.
For the current quarter, U.K.’s top two vertical markets were government and telecommunication & utilities, which together accounted for approximately 68% of its revenue.

    
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5.2.6. ECS
Revenue from our ECS segment was $295.7 million in Q4 2015, a decrease of $22.6 million or 7.1% compared to the same period of fiscal 2014. On a constant currency basis, revenue decreased by $24.1 million or 7.6% due to lower work volume on existing contracts in the Netherlands and to a lesser extent, the planned wind down of activities in Switzerland and Latin America with the exception of Brazil.
For the current quarter, ECS' top two vertical markets were MRD and telecommunication & utilities, which together accounted for approximately 58% of its revenue.
5.2.7. Asia Pacific
Revenue from our Asia Pacific segment was $128.1 million in Q4 2015, an increase of $17.0 million or 15.3% compared to the same period of fiscal 2014. On a constant currency basis, revenue increased by $7.1 million or 6.4%. The change in revenue was mainly due to the increased use of our delivery centers across the segments, as our clients continue taking advantage of our global delivery network. The increase was partly offset by the completion of projects in Australia.
For the current quarter, Asia Pacific’s top two vertical markets were telecommunications & utilities and MRD, which together accounted for approximately 78% of its revenue.

    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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5.3. ADJUSTED EBIT BY SEGMENT
For the three months ended September 30,
 
 
Change
2015

2014

$
%
In thousands of CAD except for percentages
 
 
 
 
U.S.
117,313

97,575

19,738

20.2
%
As a percentage of U.S. revenue
15.6
%
14.9
%
 
 
 
 
 
 
 
Nordics
30,176

24,829

5,347

21.5
%
As a percentage of Nordics revenue
8.2
%
6.5
%
 
 
 
 
 
 
 
Canada
77,450

87,060

(9,610
)
(11.0
%)
As a percentage of Canada revenue
20.8
%
22.7
%
 
 
 
 
 
 
 
France
35,806

39,143

(3,337
)
(8.5
%)
As a percentage of France revenue
11.4
%
12.5
%
 
 
 
 
 
 
 
U.K.
62,406

60,665

1,741

2.9
%
As a percentage of U.K. revenue
17.6
%
18.9
%
 
 
 
 
 
 
 
ECS
36,886

35,274

1,612

4.6
%
As a percentage of ECS revenue
12.5
%
11.1
%
 
 
 
 
 
 
 
Asia Pacific
18,927

25,678

(6,751
)
(26.3
%)
As a percentage of Asia Pacific revenue
14.8
%
23.1
%
 
 
 
 
 
 
 
Adjusted EBIT
378,964

370,224

8,740

2.4
%
Adjusted EBIT margin
14.7
%
14.9
%
 
 
Adjusted EBIT for the quarter was $379.0 million, an increase of $8.7 million or 2.4% from Q4 2014, while the margin remained stable. When excluding the $38.9 million of non-recurring benefits primarly related to the resolution of acquisition-related provisions in Q4 2014, adjusted EBIT increased by $47.6 million and the adjusted EBIT margin increased to 14.7% compared to 13.3%.
5.3.1. U.S.
Adjusted EBIT in the U.S. segment was $117.3 million for Q4 2015, an increase of $19.7 million year-over-year, while the margin increased to 15.6% from 14.9%. The increase in adjusted EBIT and margin was mainly the result of an improved mix of IP-based services and solutions revenue within the financial services vertical market partly offset by an impairment of a business solution of $5.3 million.
5.3.2. Nordics
Adjusted EBIT in the Nordics segment was $30.2 million for Q4 2015, a increase of $5.3 million year-over-year. Adjusted EBIT increased by $10.8 million when excluding $5.5 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014. Adjusted EBIT margin was 8.2% an improvement from 5.1% when excluding the non-recurring benefits of Q4 2014. The increase in adjusted EBIT and adjusted EBIT margin was mainly attributable to the realization of the cost synergies implemented as part of the integration of Logica and the increased use of offshoring to lower our cost base.
5.3.3. Canada
Adjusted EBIT in the Canada segment was $77.5 million for Q4 2015, a decrease of $9.6 million year-over-year, which mainly resulted from the revenue decrease identified in the revenue section while the margin was affected by the non-recurring impact of an onerous supplier contract in the amount of $3.6 million.



    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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5.3.4. France
Adjusted EBIT in the France segment was $35.8 million for Q4 2015, a decrease of $3.3 million year-over-year. Adjusted EBIT increased by $4.3 million when excluding $7.6 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014. Adjusted EBIT margin was 11.4% up from 10.1% when excluding the non-recurring benefits in Q4 2014. This increase in adjusted EBIT was primarily the result of improvements in productivity.
5.3.5. U.K.
Adjusted EBIT in the U.K. segment was $62.4 million for Q4 2015, an increase of $1.7 million year-over-year, while the margin decreased to 17.6% from 18.9%. When excluding $11.2 million of non-recurring benefits related to the resolution of acquisition -related provisions and the additional tax credits on salaries of $4.9 million during Q4 2014, adjusted EBIT increased by $16.1 million. Adjusted EBIT margin improved to 17.6% from 13.9% when excluding the non-recurring benefits of Q4 2014. This increase in adjusted EBIT and margin was mainly the result of additional change orders on certain large contracts that favorably impacted our profitability.
5.3.6. ECS
Adjusted EBIT in the ECS segment was $36.9 million for Q4 2015, an increase of $1.6 million year-over-year, while the margin increased to 12.5% from 11.1% . When excluding the $5.2 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014, adjusted EBIT increased by $6.8 million while adjusted EBIT margin improved to 12.5% from 9.4%. This increase was mostly the result of a better mix of revenue and productivity improvements.
5.3.7. Asia Pacific
Adjusted EBIT in the Asia Pacific segment was $18.9 million for Q4 2015, a decrease of $6.8 million year-over-year, while the margin decreased to 14.8% from 23.1%. When excluding $4.5 million of non-recurring benefits related to the resolution of acquisition-related provisions during Q4 2014, adjusted EBIT decreased by $2.3 million. Adjusted EBIT margin decreased to 14.8% from 19.1% when excluding the non-recurring benefits of Q4 2014. This was mainly due to completion of projects in Australia as well as to a provision on a contract in Middle East in the amount of $2.4 million.


    
CGI Group Inc. - Management's Discussion and Analysis for the year ended September 30, 2015
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37



5.4. NET EARNINGS AND EARNINGS PER SHARE
The following table sets out the information supporting the earnings per share calculations:
For the three months ended September 30,
 
Change
2015

2014

$
%
In thousands of CAD except for percentages