EX-99.2 3 fsfy2018.htm EXHIBIT 99.2 Exhibit


















Consolidated Financial Statements of

CGI GROUP INC.

For the years ended September 30, 2018 and 2017



























Management’s and Auditors’ Reports

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING
The management of CGI Group Inc. (the Company) is responsible for the preparation and integrity of the consolidated financial statements and the Management’s Discussion and Analysis (MD&A). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and necessarily include some amounts that are based on management’s best estimates and judgement. Financial and operating data elsewhere in the MD&A are consistent with that contained in the accompanying consolidated financial statements.
To fulfill its responsibility, management has developed, and continues to maintain, systems of internal controls reinforced by the Company’s standards of conduct and ethics, as set out in written policies to ensure the reliability of the financial information and to safeguard its assets. The Company’s internal control over financial reporting and consolidated financial statements are subject to audit by the independent auditors, Ernst & Young LLP, whose reports follow. They were appointed as independent auditors, by a vote of the Company’s shareholders, to conduct an integrated audit of the Company’s consolidated financial statements and of the Company’s internal control over financial reporting. In addition, the Audit and Risk Management Committee of the Board of Directors reviews the disclosure of financial information and oversees the functioning of the Company’s financial disclosure controls and procedures.
Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the Company, meet regularly with the independent auditors and with management to discuss internal controls in the financial reporting process, auditing matters and financial reporting issues and formulate the appropriate recommendations to the Board of Directors. The independent auditors have unrestricted access to the Audit and Risk Management Committee. The consolidated financial statements and MD&A have been reviewed and approved by the Board of Directors.
    
/s/ George D. Schindler
/s/ François Boulanger
George D. Schindler
President and Chief Executive Officer
François Boulanger
Executive Vice-President and Chief Financial Officer
November 6, 2018
 



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    1


Management’s and Auditors’ Reports

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed, under the supervision of and with the participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The Company’s internal control over financial reporting includes policies and procedures that:
- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and,
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
All internal control systems have inherent limitations; therefore, even where internal control over financial reporting is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the Company’s 2018 fiscal year, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO framework). Based on this assessment, management has determined the Company’s internal control over financial reporting as at September 30, 2018 was effective.
The effectiveness of the Company’s internal control over financial reporting as at September 30, 2018 has been audited by the Company’s independent auditors, as stated in their report appearing on page 3.

        
/s/ George D. Schindler
/s/ François Boulanger
George D. Schindler
President and Chief Executive Officer
François Boulanger
Executive Vice-President and Chief Financial Officer
November 6, 2018
 



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    2


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Shareholders of CGI Group Inc.
We have audited CGI Group Inc.’s (the Company) internal control over financial reporting as of September 30, 2018, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2018 based on the COSO criteria.
We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as at and for the year ended September 30, 2018, and our report dated November 6, 2018 expressed an unqualified opinion thereon.

/s/ Ernest & Young
Ernst & Young LLP

Montréal, Canada
November 6, 2018
 
1. CPA auditor, CA, public accountancy permit No. A113209

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    3


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS
To the Board of Directors and Shareholders of CGI Group Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of CGI Group Inc. (the Company), which comprise the consolidated balance sheets as at September 30, 2018 and September 30, 2017, the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at September 30, 2018 and September 30, 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on internal control over financial reporting
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2018, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated November 6, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.
An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    4


Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS (CONTINUED)
An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.
We have served as the Company’s auditors since 2010.

/s/ Ernest & Young
Ernst & Young LLP
Montréal, Canada
November 6, 2018
 
1. CPA auditor, CA, public accountancy permit No. A113209



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    5


Consolidated Statements of Earnings
For the years ended September 30
(in thousands of Canadian dollars, except per share data)

 
Notes
2018

2017

 
 
$

$

 Revenue
 
11,506,825

10,845,066

 Operating expenses
 
 
 
Costs of services, selling and administrative
22
9,801,791

9,257,659

Acquisition-related and integration costs
26b
37,482

10,306

Restructuring costs
24
100,387

88,628

Net finance costs
25
73,885

69,792

Foreign exchange loss
 
3,300

784

 
 
10,016,845

9,427,169

 Earnings before income taxes
 
1,489,980

1,417,897

 Income tax expense
15
348,578

382,702

 Net earnings
 
1,141,402

1,035,195

 Earnings per share
 



 Basic earnings per share
20
4.02

3.48

 Diluted earnings per share
20
3.95

3.41


See Notes to the Consolidated Financial Statements.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    6


Consolidated Statements of Comprehensive Income
For the years ended September 30
(in thousands of Canadian dollars)

 
2018

2017

 
$

$

 Net earnings
1,141,402

1,035,195

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


 Net unrealized gains (losses) on translating financial statements of foreign operations
63,424

(141,465
)
 Net (losses) gains on derivative financial instruments and on translating long-term debt designated as hedges of net investments in foreign operations
(25,710
)
13,109

 Net unrealized losses on cash flow hedges
(28,456
)
(12,261
)
 Net unrealized losses on available-for-sale investments
(2,054
)
(3,509
)
 Items that will not be reclassified subsequently to net earnings (net of income taxes):
 
 
 Net remeasurement gains (losses) on defined benefit plans
35,001

(611
)
 Other comprehensive income (loss)
42,205

(144,737
)
 Comprehensive income
1,183,607

890,458


See Notes to the Consolidated Financial Statements.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    7


Consolidated Balance Sheets
As at September 30
(in thousands of Canadian dollars)


 
Notes
2018

2017

 
 
$

$

 Assets
 
 
 
 Current assets
 
 
 
Cash and cash equivalents
27e and 31
184,091

165,872

Accounts receivable
4
1,481,368

1,285,880

Work in progress
 
942,826

922,620

Current derivative financial instruments
31
12,395

8,152

Prepaid expenses and other current assets
 
153,554

160,402

      Income taxes
 
4,646

6,541

 Total current assets before funds held for clients
 
2,778,880

2,549,467

Funds held for clients
5
325,552

313,552

 Total current assets
 
3,104,432

2,863,019

 Property, plant and equipment
6
388,093

396,613

 Contract costs
7
243,147

243,056

 Intangible assets
8
479,326

490,426

 Other long-term assets
9
104,948

85,159

 Long-term financial assets
10
117,736

111,307

 Deferred tax assets
15
139,664

146,602

 Goodwill
11
7,341,720

7,060,030

 
 
11,919,066

11,396,212

 
 
 
 
 Liabilities
 
 
 
 Current liabilities
 
 
 
Accounts payable and accrued liabilities
 
1,134,802

1,004,307

Accrued compensation
 
602,245

578,886

Current derivative financial instruments
31
39,418

12,069

Deferred revenue
 
399,549

409,332

Income taxes
 
194,681

174,102

Provisions
12
72,068

86,154

Current portion of long-term debt
13
348,580

122,467

 Total current liabilities before clients’ funds obligations
 
2,791,343

2,387,317

Clients’ funds obligations
 
328,324

314,233

 Total current liabilities
 
3,119,667

2,701,550

 Long-term income taxes
 
10,603


 Long-term provisions
12
25,933

40,892

 Long-term debt
13
1,452,313

1,739,536

 Other long-term liabilities
14
205,646

213,436

 Long-term derivative financial instruments
31
77,754

82,365

 Deferred tax liabilities
15
173,009

213,515

 Retirement benefits obligations
16
169,334

202,292

 
 
5,234,259

5,193,586

 Equity
 
 
 
 Retained earnings
 
4,251,424

3,794,439

 Accumulated other comprehensive income
17
201,596

159,391

 Capital stock
18
2,018,592

2,054,725

 Contributed surplus
 
213,195

194,071

 
 
6,684,807

6,202,626

 
 
11,919,066

11,396,212

See Notes to the Consolidated Financial Statements.
Approved by the Board
 
       /s/ George D. Schindler
    /s/ Serge Godin
 
 
      George D. Schindler
    Serge Godin
 
 
      Director
    Director

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    8


Consolidated Statements of Changes in Equity
For the years ended September 30
(in thousands of Canadian dollars)

 
Notes
Retained earnings

Accumulated other comprehensive
income

Capital
stock

Contributed surplus

Total
equity

 
 
$

$

$

$

$

 Balance as at September 30, 2017
 
3,794,439

159,391

2,054,725

194,071

6,202,626

 
 
 
 
 
 
 
 Net earnings
 
1,141,402




1,141,402

 Other comprehensive income
 

42,205



42,205

 Comprehensive income
 
1,141,402

42,205



1,183,607

 Share-based payment costs
 



38,457

38,457

 Income tax impact associated with stock options
 



5,422

5,422

 Exercise of stock options
18


94,552

(17,340
)
77,212

 Exercise of performance share units (PSUs)
18


7,439

(7,439
)

 Purchase for cancellation of Class A subordinate voting shares
18
(684,417
)

(113,839
)

(798,256
)
 Purchase of Class A subordinate voting shares held in trusts
18


(24,789
)

(24,789
)
 Resale of Class A subordinate voting shares held in trusts
18


504

24

528

 Balance as at September 30, 2018
 
4,251,424

201,596

2,018,592

213,195

6,684,807


 
Notes
Retained earnings

Accumulated other comprehensive
 income

Capital
stock

Contributed surplus

Total
equity

 
 
$

$

$

$

$

 Balance as at September 30, 2016
 
3,778,848

304,128

2,194,731

186,901

6,464,608

 
 
 
 
 
 
 
 Net earnings
 
1,035,195




1,035,195

 Other comprehensive loss
 

(144,737
)


(144,737
)
 Comprehensive income
 
1,035,195

(144,737
)


890,458

 Share-based payment costs
 



34,443

34,443

 Income tax impact associated with stock options
 



5,961

5,961

 Exercise of stock options
18


60,943

(11,169
)
49,774

 Exercise of PSUs
18


23,666

(23,666
)

 Purchase for cancellation of Class A subordinate voting shares
18
(1,019,604
)

(227,060
)

(1,246,664
)
 Resale of Class A subordinate voting shares held in trust
18


2,445

1,601

4,046

 Balance as at September 30, 2017
 
3,794,439

159,391

2,054,725

194,071

6,202,626


See Notes to the Consolidated Financial Statements.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    9


Consolidated Statements of Cash Flows
For the years ended September 30
(in thousands of Canadian dollars)

 
Notes
2018

2017

 
 
$

$

 Operating activities
 
 
 
 Net earnings
 
1,141,402

1,035,195

 Adjustments for:
 




Amortization and depreciation
23
392,675

377,204

Deferred income tax expense
15
(41,238
)
60,897

Foreign exchange loss (gain)
 
349

(3,102
)
Share-based payment costs
 
38,457

34,443

 Net change in non-cash working capital items
27a
(38,237
)
(146,085
)
 Cash provided by operating activities
 
1,493,408

1,358,552

 
 
 
 
 Investing activities
 
 
 
 Business acquisitions (net of cash acquired) 
26a
(248,137
)
(283,061
)
 Proceeds from sale of business
 
3,500


 Purchase of property, plant and equipment
 
(143,250
)
(112,667
)
 Proceeds from sale of property, plant and equipment
 

3,317

 Additions to contract costs
 
(87,420
)
(95,676
)
 Additions to intangible assets
 
(95,451
)
(106,267
)
 Purchase of long-term investments
 
(16,238
)
(5,150
)
 Proceeds from sale of long-term investments
 
9,578

7,248

 Cash used in investing activities
 
(577,418
)
(592,256
)
 
 
 
 
 Financing activities
 
 
 
 Net change in unsecured committed revolving credit facility 
13 and 27c
(5,205
)
200,000

 Increase of long-term debt
27c
20,111

18,921

 Repayment of long-term debt
27c
(121,771
)
(199,841
)
 Repayment of debt assumed in business acquisitions
27c
(28,609
)
(9,119
)
 Settlement of derivative financial instruments
31 and 27c
(2,430
)

 Purchase of Class A subordinate voting shares held in trusts
18
(24,789
)

 Resale of Class A subordinate voting shares held in trusts
18
528

4,046

 Purchase and cancellation of Class A subordinate voting shares
18
(794,076
)
(1,246,664
)
 Issuance of Class A subordinate voting shares
 
77,197

49,671

 Cash used in financing activities
 
(879,044
)
(1,182,986
)
 Effect of foreign exchange rate changes on cash and cash equivalents
 
(18,727
)
(13,967
)
 Net increase (decrease) in cash and cash equivalents
 
18,219

(430,657
)
 Cash and cash equivalents, beginning of year
 
165,872

596,529

 Cash and cash equivalents, end of year
 
184,091

165,872


Supplementary cash flow information (Note 27).

See Notes to the Consolidated Financial Statements.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    10


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


1.Description of business
CGI Group Inc. (the Company), directly or through its subsidiaries, provides information technology (IT) services as well as business process services (BPS) to help clients effectively realize their strategies and create added value. The Company’s services include the management of IT and business functions (outsourcing), systems integration and consulting, as well as the sale of software solutions. The Company was incorporated under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its Class A subordinate voting shares are publicly traded. The executive and registered office of the Company is situated at 1350 René-Lévesque Blvd. West, Montréal, Québec, Canada, H3G 1T4.
2.Basis of preparation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting policies were consistently applied to all periods presented.
The Company’s consolidated financial statements for the years ended September 30, 2018 and 2017 were authorized for issue by the Board of Directors on November 6, 2018.
3.Summary of significant accounting policies
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has right to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the relevant activities of the entity. Subsidiaries are fully consolidated from the date of acquisition and continue to be consolidated until the date control over the subsidiaries ceases.
BASIS OF MEASUREMENT
The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, which have been measured at fair value as described below.
USE OF JUDGEMENTS AND ESTIMATES
The preparation of the consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of assets, liabilities, equity and the accompanying disclosures at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Because the use of judgements and estimates is inherent in the financial reporting process, actual results could differ.
Significant judgements and estimates about the future and other major sources of estimation uncertainty at the end of the reporting period could have a significant risk of causing a material adjustment to the carrying amounts of the following within the next financial year: revenue recognition, deferred tax assets, estimated losses on revenue-generating contracts, goodwill impairment, business combinations, provisions for income tax uncertainties and litigation and claims.
The judgements, apart from those involving estimations, that have the most significant effect on the amounts recognized in the consolidated financial statements are:
Revenue recognition of multiple component arrangements
Assessing whether the deliverables within an arrangement are separately identifiable components requires judgement by management. A component is considered as separately identifiable if it has value to the client on a stand-alone basis. The Company first reviews the contract clauses to evaluate if the deliverable is accepted separately by the client. Then, the Company assesses if the deliverable could have been provided by another vendor and if it would have been possible for the client to decide to not purchase the deliverable.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    11


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)
Deferred tax assets
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable income will be available against which the losses can be utilized. Management judgement is required concerning uncertainties that exist with respect to the timing of future taxable income required to recognize a deferred tax asset. The Company recognizes an income tax benefit only when it is probable that the tax benefit will be realized in the future. In making this judgement, the Company assesses forecasts and the availability of future tax planning strategies.
A description of estimates is included in the respective sections within the Notes to the Consolidated Financial Statements.
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE
The Company generates revenue through the provision of IT services and BPS as described in Note 1, Description of business.
The Company provides services and products under arrangements that contain various pricing mechanisms. The Company recognizes revenue when the following criteria are met: there is clear evidence that an arrangement exists, the amount of revenue and related costs can be measured reliably, it is probable that future economic benefits will flow to the Company, the stage of completion can be measured reliably where services are delivered and the significant risks and rewards of ownership, including effective control, are transferred to clients where products are sold. Revenue is measured at the fair value of the consideration received or receivable net of discounts, volume rebates and sales related taxes.
Some of the Company’s arrangements may include client acceptance clauses. Each clause is analyzed to determine whether the earnings process is complete when the service is performed. Formal client sign-off is not always necessary to recognize revenue provided that the Company objectively demonstrates that the criteria specified in the acceptance provisions are satisfied. Some of the criteria reviewed include historical experience with similar types of arrangements, whether the acceptance provisions are specific to the client or are included in all arrangements, the length of the acceptance term and historical experience with the specific client.
Revenue from sales of third party vendor's products, such as software licenses, hardware or services is recorded on a gross basis when the Company is a principal to the transaction and is recorded net of costs when the Company is acting as an agent between the client and vendor. Factors generally considered to determine whether the Company is a principal or an agent include if the Company has the primary responsibility for providing the product or service, adds meaningful value to the vendor’s product or service, has discretion in supplier selection and assumes credit risks.
Relative selling price
The Company’s arrangements often include a mix of the services and products as described below. If an arrangement involves the provision of multiple components, the total arrangement value is allocated to each separately identifiable component based on its relative selling price. When estimating the selling price of each component, the Company maximizes the use of observable prices which are established using the Company’s prices for same or similar components. When observable prices are not available, the Company estimates selling prices based on its best estimate. The best estimate of the selling price is the price at which the Company would normally expect to offer the services or products and is established by considering a number of internal and external factors including, but not limited to, geographies, the Company’s pricing policies, internal costs and margins. The appropriate revenue recognition method is applied for each separately identifiable component as described below.
Outsourcing
Revenue from outsourcing and BPS arrangements is generally recognized as the services are provided at the contractually stated price, unless there is a better measure of performance or delivery.





CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    12


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)
Systems integration and consulting services
Revenue from systems integration and consulting services under time and material arrangements is recognized as the services are rendered, and revenue under cost-based arrangements is recognized as reimbursable costs are incurred.
Revenue from systems integration and consulting services under fixed-fee arrangements where the outcome of the arrangements can be estimated reliably is recognized using the percentage-of-completion method over the service period. The Company primarily uses labour costs or labour hours to measure the progress towards completion. This method relies on estimates of total expected labour costs or total expected labour hours to complete the service, which are compared to labour costs or labour hours incurred to date, to arrive at an estimate of the percentage of revenue earned to date. Management regularly reviews underlying estimates of total expected labour costs or hours. If the outcome of an arrangement cannot be estimated reliably, revenue is recognized to the extent of arrangement costs incurred if it is probable that such costs will be recoverable.
Revenue from benefits-funded arrangements is recognized only to the extent that it is probable that the benefit stream associated with the transaction will generate sufficient amounts to fund the value on which revenue recognition is based.
Software licenses
Most of the Company’s software license arrangements include other services such as implementation, customization and maintenance. For these types of arrangements, revenue from a software license is recognized upon delivery if it has been identified as a separately identifiable component. Otherwise, it is combined with the implementation and customization services and is accounted for as described in the Systems integration and consulting services section above. Revenue from maintenance services for software licenses sold is recognized ratably over the term of the maintenance period.
Work in progress and deferred revenue
Amounts recognized as revenue in excess of billings are classified as work in progress. Amounts received in advance of the performance of services or delivery of products are classified as deferred revenue.
Estimated losses on revenue-generating contracts
Estimated losses on revenue-generating contracts may occur due to additional costs which were not foreseen at inception of the contract. Contract losses are measured at the amount by which the estimated total costs exceed the estimated total revenue from the contract. The estimated losses on revenue-generating contracts are recognized in the period when it is determined that a loss is probable. The expected loss is first applied to impair the related capitalized contract costs with the excess recorded in accounts payable and accrued liabilities and in other long-term liabilities. Management regularly reviews arrangement profitability and the underlying estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of unrestricted cash and short-term investments having a maturity of three months or less from the date of purchase.
FUNDS HELD FOR CLIENTS AND CLIENTS’ FUNDS OBLIGATIONS
In connection with the Company’s payroll, tax filing and claims services, the Company collects funds for payment of payroll, taxes and claims, temporarily holds such funds until payment is due, remits the funds to the clients’ employees, appropriate tax authorities or claims holders, files tax returns and handles related regulatory correspondence and amendments. The funds held for clients include cash and long-term bonds. The Company presents the funds held for clients and related obligations separately. Funds held for clients are classified as current assets since, based upon management’s intentions, these funds are held solely for the purpose of satisfying the clients’ funds obligations, which will be repaid within one year of the consolidated balance sheet date. The market fluctuations affect the fair value of the long-term bonds. Due to those fluctuations, funds held for clients might not equal to the clients' funds obligations.
Interest income earned and realized gains and losses on the disposal of bonds are recorded in revenue in the period that the income is earned, as the collecting, holding and remitting of these funds are critical components of providing these services.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    13


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.    Summary of significant accounting policies (continued)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (PP&E), including those under finance leases, are recorded at cost and are depreciated over their estimated useful lives using the straight-line method.
Buildings
10 to 40 years
Leasehold improvements
Lesser of the useful life or lease term
Furniture, fixtures and equipment
3 to 20 years
Computer equipment
3 to 5 years
LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are initially recognized in PP&E at an amount equal to the fair value of the leased assets or, if lower, the present value of minimum lease payments at the inception of the lease, and then depreciated over the economic useful life of the asset or lease term, whichever is shorter. The capital element of future lease payments is included in the consolidated balance sheets within long-term debt. Interest is charged to the consolidated statements of earnings so as to achieve a constant rate of interest on the remaining balance of the liability.
Lease payments under operating leases are charged to the consolidated statements of earnings on a straight-line basis over the lease term. Operating lease incentives, typically for premises, are recognized as a reduction in rental expense over the lease term.
CONTRACT COSTS
Contract costs are mainly incurred when acquiring or implementing long-term outsourcing contracts. Contract costs are comprised primarily of transition costs and incentives.
Transition costs
Transition costs consist mostly of costs associated with the installation of systems and processes, as well as conversion of the client’s applications to the Company’s platforms incurred after the award of outsourcing and BPS contracts. Transition costs are comprised essentially of labour costs, including compensation and related fringe benefits, as well as subcontractor costs.
Incentives
Occasionally, incentives are granted to clients upon the signing of outsourcing contracts. These incentives are granted in the form of cash payments.
Pre-contract costs
Pre-contract costs associated with acquiring or implementing long-term outsourcing contracts are expensed as incurred except where it is virtually certain that the contracts will be awarded and the costs are directly related to the acquisition of the contract. For outsourcing contracts, the Company is virtually certain that a contract will be awarded when the Company is selected by the client but the contract has not yet been signed.
Amortization of contract costs
Contract costs are amortized using the straight-line method over the period services are provided. Amortization of transition costs and pre-contract costs, if any, is included in costs of services, selling and administrative and amortization of incentives is recorded as a reduction of revenue.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    14


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.    Summary of significant accounting policies (continued)
CONTRACT COSTS (CONTINUED)
Impairment of contract costs
When a contract is not expected to be profitable, the expected loss is first applied to impair the related capitalized contract costs. The excess of the expected loss over the capitalized contract costs is recorded as estimated losses on revenue-generating contracts in accounts payable and accrued liabilities and in other long-term liabilities. If at a future date the contract returns to profitability, the previously recognized impairment loss must be reversed. First the estimated losses on revenue-generating contracts must be reversed, and if there is still additional projected profitability then any capitalized contract costs that were impaired must be reversed. The reversal of the impairment loss is limited so that the carrying amount does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the contract costs in prior years.
INTANGIBLE ASSETS
Intangible assets consist mainly of internal-use software, business solutions, software licenses and client relationships. Internal-use software, business solutions and software licenses are recorded at cost. Internal-use software developed internally is capitalized when it meets specific capitalization criteria related to technical and financial feasibility and when the Company demonstrates its ability and intention to use it. Business solutions developed internally and marketed are capitalized when they meet specific capitalization criteria related to technical, market and financial feasibility. Internal-use software, business solutions, software licenses and client relationships acquired through business combinations are initially recorded at their fair value based on the present value of expected future cash flows, which involves estimates, such as the forecasting of future cash flows and discount rates.
Amortization of intangible assets
The Company amortizes its intangible assets using the straight-line method over their estimated useful lives.
Internal-use software
2 to 7 years
Business solutions
2 to 10 years
Software licenses
3 to 8 years
Client relationships and other
2 to 10 years
IMPAIRMENT OF PP&E, INTANGIBLE ASSETS AND GOODWILL
Timing of impairment testing
The carrying values of PP&E, intangible assets and goodwill are reviewed for impairment when events or changes in circumstances indicate that the carrying value may be impaired. The Company assesses at each reporting date whether any such events or changes in circumstances exist. The carrying values of PP&E and intangible assets not available for use are tested for impairment annually as at September 30. Goodwill is tested for impairment annually during the fourth quarter of each fiscal year.
Impairment testing
If any indication of impairment exists or when annual impairment testing for an asset is required, the Company estimates the recoverable amount of the asset or cash-generating unit (CGU) to which the asset relates to determine the extent of any impairment loss. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use (VIU) to the Company. The Company mainly uses the VIU. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If the recoverable amount of an asset or a CGU is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of earnings.
Goodwill acquired through business combinations is allocated to the CGU or group of CGUs that are expected to benefit from acquired work force and synergies of the related business combination. The group of CGUs that benefit from the acquired work force and synergies correspond to the Company’s operating segments. For goodwill impairment testing purposes, the group of CGUs that represents the lowest level within the Company at which management monitors goodwill is the operating segment level.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    15


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
IMPAIRMENT OF PP&E, INTANGIBLE ASSETS AND GOODWILL (CONTINUED)
Impairment testing (continued)
The recoverable amount of each operating segment has been determined based on the VIU calculation which includes estimates about their future financial performance based on cash flows approved by management covering a period of five years. Key assumptions used in the VIU calculations are the discount rate applied and the long-term growth rate of net operating cash flows. In determining these assumptions, management has taken into consideration the current economic environment and its resulting impact on expected growth and discount rates. The cash flow projections reflect management’s expectations of the operating segment's operating performance and growth prospects in the operating segment’s market. The discount rate applied to an operating segment is the weighted average cost of capital (WACC). Management considers factors such as country risk premium, risk-free rate, size premium and cost of debt to derive the WACC. Impairment losses relating to goodwill cannot be reversed in future periods.
For impaired assets, other than goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the recoverable amount of the asset since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statements of earnings.
LONG-TERM FINANCIAL ASSETS
Long-term investments presented in long-term financial assets are comprised of bonds which are classified as long-term based on management’s intentions.
BUSINESS COMBINATIONS
The Company accounts for its business combinations using the acquisition method. Under this method, the consideration transferred is measured at fair value. Acquisition-related and integration costs associated with the business combination are expensed as incurred or when a present legal or constructive obligation exists. The Company recognizes goodwill as the excess of the cost of the acquisition over the net identifiable tangible and intangible assets acquired and liabilities assumed at their acquisition-date fair values. The goodwill recognized is composed of the future economic value associated to acquired work force and synergies with the Company’s operations which are primarily due to reduction of costs and new business opportunities. Management makes assumptions when determining the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates, and the useful lives of the assets acquired. Subsequent changes in fair values are adjusted against the cost of acquisition if they qualify as measurement period adjustments. The measurement period is the period between the date of acquisition and the date where all significant information necessary to determine the fair values is available, not to exceed 12 months. All other subsequent changes are recognized in the consolidated statements of earnings.
EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares outstanding during the period. Diluted earnings per share is determined using the treasury stock method to evaluate the dilutive effect of stock options and PSUs.
RESEARCH AND SOFTWARE DEVELOPMENT COSTS
Research costs are charged to earnings in the period in which they are incurred, net of related tax credits. Software development costs related to internal-use software and business solutions are charged to earnings in the year they are incurred, net of related tax credits, unless they meet specific capitalization criteria related to technical, market and financial feasibility as described in the Intangible assets section above.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    16


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
TAX CREDITS
The Company follows the income approach to account for research and development (R&D) and other tax credits, whereby investment tax credits are recorded when there is a reasonable assurance that the assistance will be received and that the Company will comply with all relevant conditions. Under this method, tax credits related to operating expenditures are recorded as a reduction of the related expenses and recognized in the period in which the related expenditures are charged to earnings. Tax credits related to capital expenditures are recorded as a reduction of the cost of the related assets. The tax credits recorded are based on management's best estimates of amounts expected to be received and are subject to audit by the taxation authorities.
INCOME TAXES
Income taxes are accounted for using the liability method of accounting. 
Current income taxes are recognized with respect to the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the balance sheets date.
Deferred tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts reported for consolidated financial statement purposes and tax values of the assets and liabilities using enacted or substantively enacted tax rates that will be in effect for the year in which the differences are expected to be recovered or settled. Deferred tax assets and liabilities are recognized in earnings, in other comprehensive income or in equity based on the classification of the item to which they relate.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Once this assessment is made, the Company considers the analysis of forecasts and future tax planning strategies. Estimates of taxable profit are made based on the forecast by jurisdiction on an undiscounted basis. In addition, management considers factors such as substantively enacted tax rates, the history of the taxable profits and availability of tax strategies.
The Company is subject to taxation in numerous jurisdictions and there are transactions and calculations for which the ultimate tax determination is uncertain. When a tax position is uncertain, the Company recognizes an income tax asset or reduces an income tax liability only when it is probable that the tax asset will be realized in the future or that the income tax liability is no longer probable. The provision for uncertain tax positions is made using the best estimate of the amount expected to be paid based on qualitative assessment of all relevant factors such as experience of previous tax audits or interpretations of tax regulations.
PROVISIONS
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Company’s provisions consist of liabilities for leases of vacated premises, litigation and claims provisions arising in the ordinary course of business and decommissioning liabilities for operating leases of office buildings. The Company also records restructuring provisions for termination of employment costs related to its productivity improvement initiatives and to the integration of its business acquisitions.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted using a current pre-tax rate when the impact of the time value of money is material. The increase in the provisions due to the passage of time is recognized as finance costs.
The Company accrues provisions for onerous leases which consist of estimated costs associated with vacated premises. The provisions reflect the present value of lease payments in excess of the expected sublease proceeds on the remaining term of the lease.
The accrued litigation and legal claims provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavourable outcome.




CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    17


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
PROVISIONS (CONTINUED)
Decommissioning liabilities pertain to operating leases of buildings where certain arrangements require premises to be returned to their original state at the end of the lease term. The provision is determined using the present value of the estimated future cash outflows.
Restructuring provisions are recognized when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, appropriate timelines and has been communicated to those affected by it.
TRANSLATION OF FOREIGN CURRENCIES
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entity operates.
Foreign currency transactions and balances
Revenue, expenses and non-monetary assets and liabilities denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the balance sheets date. Unrealized and realized translation gains and losses are reflected in the consolidated statements of earnings.
Foreign operations
For foreign operations that have functional currencies different from the Company, assets and liabilities denominated in a foreign currency are translated at exchange rates in effect at the balance sheets date. Revenue and expenses are translated at average exchange rates prevailing during the period. Resulting unrealized gains or losses on translating financial statements of foreign operations are reported in other comprehensive income.
For foreign operations with the same functional currency as the Company, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheets date and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at average exchange rates during the period. Translation exchange gains or losses of such operations are reflected in the consolidated statements of earnings.
SHARE-BASED PAYMENTS
Equity-settled plans
The Company operates equity-settled stock option and PSU plans under which the Company receives services from employees, officers and directors as consideration for equity instruments.
The fair value of those share-based payments is established on the grant date using the Black-Scholes option pricing model for the stock options and the closing price of Class A subordinate voting shares of the Company on the Toronto Stock Exchange (TSX) for the PSUs. The number of stock options and PSUs expected to vest are estimated on the grant date and subsequently revised on each reporting date. For stock options, the estimation of fair value requires making assumptions for the most appropriate inputs to the valuation model including the expected life of the option and expected stock price volatility. The fair value of share-based payments, adjusted for expectations related to performance conditions and forfeitures, are recognized as share-based payment costs over the vesting period in earnings with a corresponding credit to contributed surplus on a graded-vesting basis if they vest annually or on a straight-line basis if they vest at the end of the vesting period.
When stock options are exercised, any consideration paid is credited to capital stock and the recorded fair value of the stock options is removed from contributed surplus and credited to capital stock. When PSUs are exercised, the recorded fair value of PSUs is removed from contributed surplus and credited to capital stock.
Share purchase plan
The Company operates a share purchase plan for eligible employees. Under this plan, the Company matches the contributions made by employees up to a maximum percentage of the employee's salary. The Company's contributions to the plan are recognized in salaries and other member costs within costs of services, selling and administrative.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    18


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.    Summary of significant accounting policies (continued)
SHARE-BASED PAYMENTS (CONTINUED)
Cash-settled deferred share units
The Company operates a deferred share unit (DSU) plan to compensate the external members of the Board of Directors. The expense is recognized within costs of services, selling and administrative for each DSU granted equal to the closing price of Class A subordinate voting shares of the Company on the TSX at the date on which DSUs are awarded and a corresponding liability is recorded in accrued compensation. After the grant date, the DSU liability is remeasured for subsequent changes in the fair value of the Company's shares.
FINANCIAL INSTRUMENTS
All financial instruments are initially measured at their fair value. Subsequently, financial assets classified as loans and receivables and financial liabilities classified as other liabilities are measured at their amortized cost using the effective interest rate method. Financial assets and liabilities classified as fair value through earnings (FVTE) and classified as available-for-sale are measured subsequently at their fair value.
Financial instruments may be designated on initial recognition as FVTE if any of the following criteria are met: i) the financial instrument contains one or more embedded derivatives that otherwise would have to be accounted for separately; ii) the designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring the financial asset or liability or recognizing the gains and losses on them on a different basis; or iii) the financial asset and financial liability are part of a group of financial assets or liabilities that is managed and its performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy. Gains and losses related to periodic revaluations of financial assets and liabilities designated as FVTE are recorded in the consolidated statements of earnings.
The unrealized gains and losses, net of applicable income taxes, on available-for-sale assets are reported in other comprehensive income. Interest income earned and realized gains and losses on the sale of available-for-sale assets are recorded in the consolidated statements of earnings.
Transaction costs are comprised primarily of legal, accounting and other costs directly attributable to the issuance of the respective financial assets and liabilities. Transaction costs are capitalized to the cost of financial assets and liabilities classified as other than FVTE.
Financial assets are derecognized if the contractual rights to the cash flows from the financial asset expire or the asset is transferred and the transfer qualifies for derecognition. The transfer qualifies for derecognition if substantially all the risks and rewards of ownership of the financial asset are transferred.    
The Company has made the following classifications:
FVTE
Cash and cash equivalents and derivative financial instruments unless they qualify for hedge accounting. In addition, deferred compensation plan assets within long-term financial assets were designated by management as FVTE upon initial recognition as this reflected management’s investment strategy.
Loans and receivables
Trade accounts receivable, cash included in funds held for clients and long-term receivables within long-term financial assets.
Available-for-sale
Long-term bonds included in funds held for clients and in long-term investments within long-term financial assets.
Other liabilities
Accounts payable and accrued liabilities, accrued compensation, long-term debt and clients’ funds obligations.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    19


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
FINANCIAL INSTRUMENTS (CONTINUED)
Fair value hierarchy
Fair value measurements recognized in the balance sheets are categorized in accordance with the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1, but that are observable for the asset or liability, either directly or indirectly; and
Level 3: inputs for the asset or liability that are not based on observable market data.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS
The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency exchange risks.
Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognized in the consolidated statements of earnings, unless the derivative is designated and is effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of earnings depends on the nature of the hedge relationship.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management's objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
The cash flows of the hedging transactions are classified in the same manner as the cash flows of the position being hedged.
Derivative financial instruments used as hedging items are recorded at fair value in the consolidated balance sheets under current derivative financial instruments, long-term financial assets or long-term derivative financial instruments. Valuation models, such as discounted cash flow analyses using observable market inputs, are utilized to determine the fair values of the derivative financial instruments.
Hedges of net investments in foreign operations
The Company uses cross-currency swaps and foreign currency denominated long-term debt to hedge portions of the Company’s net investments in its U.S. and European operations. Foreign exchange translation gains or losses on the net investments and the effective portions of gains or losses on instruments hedging the net investments are recorded in other comprehensive income. To the extent that the hedge is ineffective, such differences are recognized in consolidated statements of earnings. When the hedged net investment is disposed of, the relevant amount in other comprehensive income is transferred to earnings as part of the gain or loss on disposal.
Cash flow hedges of future revenue and long-term debt
The majority of the Company’s revenue and costs are denominated in currency other than the Canadian dollar. The risk of foreign exchange fluctuations impacting the results is substantially mitigated by matching the Company’s costs with revenue denominated in the same currency. In certain cases where there is a substantial imbalance for a specific currency, the Company enters into foreign currency forward contracts to hedge the variability in the foreign currency exchange rates.
The Company also uses interest rate and cross-currency swaps to hedge either the cash flow exposure or the foreign exchange exposure of the long-term debt.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    20


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS (CONTINUED)
Cash flow hedges of future revenue and long-term debt (continued)
These derivatives are documented as cash flow hedges and no component of the derivative contracts’ fair value are excluded from the assessment and measurement of hedge effectiveness. The effective portion of the change in fair value of the derivative financial instruments is recognized in other comprehensive income and the ineffective portion, if any, in the consolidated statements of earnings. The effective portion of the change in fair value of the derivatives is reclassified out of other comprehensive income into the consolidated statements of earnings when the hedged element is recognized in the consolidated statements of earnings.
Fair value hedges of Senior U.S. unsecured notes
The Company entered into interest rate swaps to hedge the fair value exposure of the issued fixed rate Senior U.S. unsecured notes. Under the interest rate swaps, the Company receives a fixed rate of interest and pays interest at a variable rate on the notional amount.
The changes in the fair value of the interest rate swaps are recognized in the consolidated statements of earnings as finance costs. The changes in the fair value of the hedged items attributable to the risk hedged is recorded as part of the carrying value of the Senior U.S. unsecured notes and are also recognized in the consolidated statements of earnings as finance costs. If the hedged items are derecognized, the unamortized fair value is recognized immediately in the consolidated statements of earnings.
EMPLOYEE BENEFITS
The Company operates both defined benefit and defined contribution post-employment benefit plans.
The cost of defined contribution plans is charged to the consolidated statements of earnings on the basis of contributions payable by the Company during the year.
For defined benefit plans, the defined benefit obligations are calculated by independent actuaries using the projected unit credit method. The retirement benefits obligations in the consolidated balance sheets represent the present value of the defined benefit obligations as reduced by the fair value of plan assets. The retirement benefits assets are recognized to the extent that the Company can benefit from refunds or a reduction in future contributions. Retirement benefits plans that are funded by the payment of insurance premiums are treated as defined contribution plans unless the Company has an obligation either to pay the benefits directly when they fall due or to pay further amounts if assets accumulated with the insurer do not cover all future employee benefits. In such circumstances, the plan is treated as a defined benefit plan.
Insurance policies are treated as plan assets of a defined benefit plan if the proceeds of the policy:
-
Can only be used to fund employee benefits;
-
Are not available to the Company’s creditors; and
-
Either cannot be paid to the Company unless the proceeds represent surplus assets not needed to meet all the benefit obligations or are a reimbursement for benefits already paid by the Company.
Insurance policies that do not meet the above criteria are treated as non-current investments and are held at fair value as long-term financial assets in the consolidated balance sheets.
The actuarial valuations used to determine the cost of defined benefit pension plans and their present value involve making assumptions about discount rates, future salary and pension increases, inflation rates and mortality. Any changes in these assumptions will impact the carrying amount of pension obligations. In determining the appropriate discount rate, management considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.
 

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    21


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.Summary of significant accounting policies (continued)
EMPLOYEE BENEFITS (CONTINUED)
The current service cost is recognized in the consolidated statements of earnings under costs of services, selling and administrative. The net interest cost calculated by applying the discount rate to the net defined benefit liabilities or assets is recognized as net finance cost or income. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past services or the gains or losses on curtailment is recognized immediately in the consolidated statements of earnings. The gains or losses on the settlement of a defined benefit plan are recognized when the settlement occurs.
Remeasurements on defined benefit plans include actuarial gains and losses, changes in the effect of the asset ceiling and the return on plan assets, excluding the amount included in net interest on the net defined liabilities or assets. Remeasurements are charged or credited to other comprehensive income in the period in which they arise.
ACCOUNTING STANDARD ADOPTION
The following amendment to the existing standard has been adopted by the Company on October 1, 2017:
IAS 7 - Statement of Cash Flows
In January 2016, the IASB amended IAS 7, Statement of Cash Flows, to require enhanced disclosures about changes in liabilities arising from financing activities, including changes from financing cash flows, changes arising from obtaining or losing control of subsidiaries or other businesses, the effect of changes in foreign exchange rates and changes in fair value. The additional disclosures are provided in Note 27, Supplementary cash flow information.
FUTURE ACCOUNTING STANDARD CHANGES
The following standards have been issued but were not yet effective as at September 30, 2018.
IFRS 15 - Revenue from Contracts with Customers
In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers, to specify how and when to recognize revenue as well as requiring the provision of more informative and relevant disclosures. The standard supersedes IAS 18, Revenue, IAS 11, Construction Contracts, and other revenue related interpretations.
The standard is effective on October 1, 2018 for the Company. The standard permits two possible transition methods for its application: i) retrospectively to each prior reporting period presented or ii) retrospectively with the cumulative effect of initially applying the standard recognized on the date of the initial application (modified retrospective method). The Company will adopt IFRS 15 using the modified retrospective method.
In preparation for the conversion to IFRS 15, the Company has developed a detailed conversion plan consisting of four phases: 1) awareness, 2) detailed assessment, 3) design and 4) implementation. As part of the awareness phase, the Company has established a Steering Committee responsible for monitoring the progress and approving recommendations from the project team. The Steering Committee meets regularly and quarterly updates are provided to the Audit and Risk Management Committee.
The Company has completed the second phase of the conversion plan which encompasses a detailed assessment of the differences between current requirements and IFRS15, including the impact assessment of such differences.
The Company expects that, generally, revenue from outsourcing, BPS and systems integration and consulting services arrangements will continue to be recognized as the services are provided in a manner that is consistent with its current accounting policies. However, initial implementation activities, currently not considered as a separately identifiable component, could be in some cases identified as a separate performance obligation as they will meet the criteria of being distinct under IFRS 15 resulting in acceleration of revenue recognition. The Company does not expect a significant impact on its consolidated financial statements.
Currently, when a software license has value to the client on a stand-alone basis and is identified as a separately identifiable component, revenue from the software license is recognized upon delivery. Under IFRS 15, when the arrangement involves significant customization services, revenue from a software license will be combined with the services resulting in deferral of revenue recognition. The Company does not expect a significant impact on its consolidated financial statements.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    22


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


3.    Summary of significant accounting policies (continued)
FUTURE ACCOUNTING STANDARD CHANGES (CONTINUED)
IFRS 15 - Revenue from Contracts with Customers (continued)
The Company has completed the third phase of the conversion plan and is progressing toward completion of the fourth phase. The Company has not identified any material system changes. Training and guidance have been continually provided to those involved in client contracts. The Company has updated and is finalizing the implementation of revised policies, procedures and controls in order to meet the requirements of the standard, including the additional presentation and disclosure requirements.
IFRS 9 - Financial Instruments
In July 2014, the IASB amended IFRS 9, Financial Instruments, to replace IAS 39, Financial Instruments: Recognition and Measurement. The standard is effective on October 1, 2018 for the Company and is required to be applied retrospectively. The Company will apply the exemption from the requirement to restate comparative information.
The standard simplifies the classification of financial assets, while carrying forward most of the requirements of IAS 39. The Company's financial assets currently classified as loans and receivables will continue to be measured at amortized cost and financial assets currently classified as available-for-sale will continue to be measured at fair value through other comprehensive income.
The standard introduces a new impairment model which will apply to the Company’s trade accounts receivable, long-term receivables and long-term bonds. Management does not believe that the Company is subject to any significant credit risk, given its large and diversified client base and its risk mitigation strategy to invest in high credit quality corporate and government bonds with a credit rating of A or higher.
Finally, IFRS 9 introduces a new hedge accounting model that is more closely aligned with risk-management activities. The Company will apply the new hedge accounting model and expects that existing hedge relationships will continue to qualify for hedge accounting under this new model.
The Company is still in the process of evaluating the disclosure requirements of the standard. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements.
IFRS 16 - Leases
In January 2016, the IASB issued IFRS 16, Leases, to set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a lease agreement. The standard supersedes IAS 17, Leases, and other leases related interpretations, eliminates the classification of leases as either operating leases or finance leases and introduces a single lessee accounting model. The standard will be effective on October 1, 2019 for the Company. The standard permits two possible transition methods for its application: i) retrospectively to each prior reporting period presented or ii) retrospectively with the cumulative effect of initially applying the standard recognized on the date of the initial application (modified retrospective method). The Company plans to adopt IFRS 16 using the modified retrospective method.
When the Company is the lessee, it is expected that the application of IFRS 16 will result in on-balance sheet recognition of most of its lease agreements that are currently considered operating leases, which are primarily for the rental of premises. The Company also expects a decrease of its property costs and an increase of its finance costs and amortization and depreciation resulting from the change in the recognition, measurement and presentation of rental expenses. The Company does not expect that the adoption of IFRS 16 will have an impact on its ability to comply with the external covenants on its Senior U.S. and euro unsecured notes and unsecured committed revolving credit facility disclosed in Note 32, Capital risk management.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    23


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


4.Accounts receivable
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Trade (Note 31)
1,126,772

931,530

 R&D and other tax credits1 
245,980

246,616

 Other
108,616

107,734

 
1,481,368

1,285,880

1 
R&D and other tax credits were related to government programs in Canada, the United States of America (U.S.), France, the United Kingdom (U.K.) and other countries.    

5.Funds held for clients


As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Cash
141,151

118,043

 Long-term bonds (Note 31)
184,401

195,509

 
325,552

313,552



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    24


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


6.Property, plant and equipment
 
Land and
buildings

Leasehold improvements

Furniture, fixtures and equipment

Computer equipment

Total

 
$

$

$

$

$

 Cost
 
 
 
 
 
 As at September 30, 2017
65,640

210,326

164,016

645,363

1,085,345

 Additions
748

27,970

11,034

110,776

150,528

 Additions - business acquisitions (Note 26a)

192

943

1,479

2,614

 Disposals/retirements
(8,933
)
(35,311
)
(11,082
)
(73,245
)
(128,571
)
 Foreign currency translation adjustment
1,000

1,711

(277
)
2,126

4,560

 As at September 30, 2018
58,455

204,888

164,634

686,499

1,114,476

 Accumulated depreciation
 
 
 
 
 
 As at September 30, 2017
20,691

154,801

99,131

414,109

688,732

 Depreciation expense (Note 23)
2,000

21,881

16,003

116,703

156,587

 Impairment (Notes 23 and 24)

160

1,764


1,924

 Disposals/retirements
(8,542
)
(34,251
)
(10,396
)
(70,577
)
(123,766
)
 Foreign currency translation adjustment
503

1,684

(279
)
998

2,906

 As at September 30, 2018
14,652

144,275

106,223

461,233

726,383

 Net carrying amount as at September 30, 2018
43,803

60,613

58,411

225,266

388,093

 
Land and
buildings

Leasehold improvements

Furniture, fixtures and equipment

Computer equipment

Total

 
$

$

$

$

$

 Cost
 
 
 
 
 
 As at September 30, 2016
68,576

206,193

165,807

651,742

1,092,318

 Additions
2,475

16,438

12,642

89,402

120,957

 Additions - business acquisitions (Note 26a)

673

1,206

3,609

5,488

 Disposals/retirements
(4,076
)
(11,141
)
(13,696
)
(87,158
)
(116,071
)
 Foreign currency translation adjustment
(1,335
)
(1,837
)
(1,943
)
(12,232
)
(17,347
)
 As at September 30, 2017
65,640

210,326

164,016

645,363

1,085,345

 Accumulated depreciation
 
 
 
 
 
 As at September 30, 2016
15,001

146,836

97,574

393,614

653,025

 Depreciation expense (Note 23)
2,324

20,687

15,796

114,047

152,854

 Impairment (Notes 23 and 24)
4,985


364

558

5,907

 Disposals/retirements
(1,350
)
(10,932
)
(13,558
)
(87,126
)
(112,966
)
 Foreign currency translation adjustment
(269
)
(1,790
)
(1,045
)
(6,984
)
(10,088
)
 As at September 30, 2017
20,691

154,801

99,131

414,109

688,732

 Net carrying amount as at September 30, 2017
44,949

55,525

64,885

231,254

396,613

PP&E include the following assets acquired under finance leases:
 
As at September 30, 2018
As at September 30, 2017
 
Cost
Accumulated depreciation
Net carrying amount
Cost
Accumulated depreciation
Net carrying amount
 
$
$
$
$
$
$
 Furniture, fixtures and equipment
15,309
7,958
7,351
15,201
6,381
8,820
 Computer equipment
46,183
29,831
16,352
46,514
29,992
16,522
 
61,492
37,789
23,703
61,715
36,373
25,342


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    25


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


7.    Contract costs
 
As at September 30, 2018
As at September 30, 2017
 
Cost
Accumulated amortization
Net carrying amount
Cost
Accumulated amortization
Net carrying amount
 
$
$
$
$
$
$
 Transition costs
461,262
235,931
225,331
420,475
185,461
235,014
 Incentives
71,748
53,932
17,816
58,978
50,936
8,042
 
533,010
289,863
243,147
479,453
236,397
243,056

8.Intangible assets
 
Internal-use software acquired

Internal-use software internally developed

Business solutions acquired

Business solutions internally developed

Software
licenses

Client relationships
and other

Total

 
$

$

$

$

$

$

$

 Cost
 
 
 
 
 
 
 
As at September 30, 2017
99,047

94,788

84,044

387,624

217,875

965,687

1,849,065

Additions
5,742

21,724


47,125

19,343


93,934

Additions - business acquisitions (Note 26a)





46,755

46,755

Disposals/retirements
(10,145
)
(1,605
)
(1,503
)
(2,796
)
(22,278
)

(38,327
)
Foreign currency translation adjustment
1,063

(206
)
(285
)
12,640

1,550

12,641

27,403

 As at September 30, 2018
95,707

114,701

82,256

444,593

216,490

1,025,083

1,978,830

 Accumulated amortization
 
 
 
 
 
 
 
As at September 30, 2017
74,286

50,842

78,151

237,351

131,672

786,337

1,358,639

Amortization expense (Note 23)
7,385

7,757

3,954

33,197

34,186

70,447

156,926

Impairment (Notes 23 and 24)

1,209


57



1,266

Disposals/retirements
(10,145
)
(1,605
)
(1,503
)
(2,062
)
(21,926
)

(37,241
)
Foreign currency translation adjustment
651

9

(16
)
8,549

1,146

9,575

19,914

 As at September 30, 2018
72,177

58,212

80,586

277,092

145,078

866,359

1,499,504

 Net carrying amount as at September 30,
2018
23,530

56,489

1,670

167,501

71,412

158,724

479,326

 
Internal-use software acquired

Internal-use software internally developed

Business solutions acquired

Business solutions internally developed

Software
licenses

Client
relationships
and other

Total

 
$

$

$

$

$

$

$

 Cost
 
 
 
 
 
 
 
As at September 30, 2016
92,824

72,332

94,209

382,380

213,777

935,100

1,790,622

Additions
11,815

23,201


43,934

19,563


98,513

Additions - business acquisitions (Note 26a)
78




255

50,141

50,474

Disposals/retirements
(4,750
)
(805
)
(7,330
)
(24,271
)
(12,804
)

(49,960
)
Foreign currency translation adjustment
(920
)
60

(2,835
)
(14,419
)
(2,916
)
(19,554
)
(40,584
)
 As at September 30, 2017
99,047

94,788

84,044

387,624

217,875

965,687

1,849,065

 Accumulated amortization
 
 
 
 
 
 
 
As at September 30, 2016
72,368

46,513

81,611

237,953

111,593

730,803

1,280,841

Amortization expense (Note 23)
7,232

5,102

6,120

32,758

34,640

71,181

157,033

Disposals/retirements
(4,750
)
(805
)
(7,330
)
(24,271
)
(12,804
)

(49,960
)
Foreign currency translation adjustment
(564
)
32

(2,250
)
(9,089
)
(1,757
)
(15,647
)
(29,275
)
 As at September 30, 2017
74,286

50,842

78,151

237,351

131,672

786,337

1,358,639

 Net carrying amount as at September 30,
2017
24,761

43,946

5,893

150,273

86,203

179,350

490,426


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    26


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


9.     Other long-term assets
 
As at
September 30, 2018
As at
September 30, 2017
 
$
$
 Long-term maintenance agreements
21,647
25,561
 Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights (Note 16)
24,652
23,945
 Retirement benefits assets (Note 16)
27,482
11,623
 Deposits
11,253
10,843
 Deferred financing fees
3,182
3,292
 Other
16,732
9,895
 
104,948
85,159

10.Long-term financial assets
 
As at
September 30, 2018
As at
September 30, 2017
 
$
$
 Deferred compensation plan assets (Notes 16 and 31)
56,900
46,906
 Long-term investments (Note 31)
30,054
23,047
 Long-term receivables
19,470
16,415
 Long-term derivative financial instruments (Note 31)
11,312
24,939
 
117,736
111,307

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    27


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


11.Goodwill

In the prior fiscal year, management reviewed the Company's operating results through seven operating segments referred to as the Company's Strategic Business Units, namely: U.S.; Nordics; Canada; France (including Luxembourg and Morocco); U.K.; Eastern, Central and Southern Europe (primarily Netherlands and Germany) (ECS) and Asia Pacific (including Australia, India and the Philippines). During the year ended September 30, 2018, the Company revised its management structure. As a result, the Company was managed through nine operating segments, namely: Northern Europe (including Nordics, Baltics and Poland); Canada; France (including Luxembourg and Morocco); U.S. Commercial and State Government; U.S. Federal; U.K.; Eastern, Central and Southern Europe (primarily Netherlands and Germany) (ECS); Asia Pacific Global Delivery Centers of Excellence (India and Philippines) and Australia. The last two operating segments, which each have reported revenue, earnings and assets that are less than 10% of the Company's total revenue, earnings and assets, have been aggregated as Asia Pacific.
 
The operating segments reflected the fiscal year 2018 management structure and the way that the chief operating decision-maker, who is the President and Chief Executive Officer of the Company, evaluated the business.

Due to the change in operating segments, which includes the transfer of the Poland operations from ECS to the Northern Europe operating segment, the Company reallocated goodwill to the revised CGUs using their relative fair value.

The Company completed the annual impairment test during the fourth quarter of the fiscal year 2018 and did not identify any impairment.

The variations in goodwill were as follows:

 
Northern Europe

Canada

France

U.S. Commercial and State Government

U.S. Federal

U.K.

ECS

Asia Pacific

Total

 
$

$

$

$

$

$

$

$

$

 As at September 30, 2017
1,189,906

1,112,146

883,719

1,886,063


824,265

857,368

306,563

7,060,030

 Business acquisitions
 (Note 26a)
136,237

29,081


45,439





210,757

 Goodwill reallocation
14,524



(853,850
)
853,850


(14,524
)


 Foreign currency translation adjustment
(13,463
)

14,467

34,067

28,396

5,255

14,072

(11,861
)
70,933

 As at September 30, 2018
1,327,204

1,141,227

898,186

1,111,719

882,246

829,520

856,916

294,702

7,341,720


Key assumptions in goodwill impairment testing
The key assumptions for the CGUs are disclosed in the following tables for the years ended September 30:
2018
Northern Europe
Canada
France
U.S. Commercial and State Government
U.S. Federal
U.K.
ECS
Asia Pacific
 
%
%
%
%
%
%
%
%
Pre-tax WACC
9.1
8.9
8.6
10.9
10.2
8.1
9.0
19.1
Long-term growth rate of net operating cash flows1
2.0
2.0
1.7
2.0
2.0
1.9
2.0
2.0
2017
U.S
Nordics
Canada
France
U.K.
ECS
Asia Pacific
 
%
%
%
%
%
%
%
Pre-tax WACC
11.7
9.2
8.9
9.3
8.1
9.0
17.2
Long-term growth rate of net operating cash flows1
2.0
1.9
2.0
2.0
1.9
1.9
2.0
1 The long-term growth rate is based on published industry research.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    28


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


12.
Provisions
 
Onerous leases1, 4

Litigation
and claims2

Decommissioning
 liabilities3

Restructuring4

Total

 
$

$

$

$

$

 As at September 30, 2017
24,961

6,572

32,385

63,128

127,046

 Additional provisions
14,433

3,080

2,353

111,878

131,744

 Utilized amounts
(15,931
)
(859
)
(1,707
)
(123,766
)
(142,263
)
 Reversals of unused amounts
(9,833
)
(2,032
)
(7,940
)

(19,805
)
 Discount rate adjustment and imputed interest
121


210


331

 Foreign currency translation adjustment
78

38

543

289

948

 As at September 30, 2018
13,829

6,799

25,844

51,529

98,001

 Current portion
10,271

6,799

4,868

50,130

72,068

 Non-current portion
3,558


20,976

1,399

25,933

 
Onerous
leases1, 4

Litigation
 and claims2

Decommissioning
liabilities3

Restructuring4

Total

 
$

$

$

$

$

 As at September 30, 2016
16,246

9,000

36,706

13,426

75,378

 Additional provisions
17,326

4,207

1,933

72,633

96,099

 Utilized amounts
(7,055
)
(3,649
)
(1,698
)
(23,047
)
(35,449
)
 Reversals of unused amounts
(1,417
)
(2,859
)
(4,480
)

(8,756
)
 Discount rate adjustment and imputed interest
139


291


430

 Foreign currency translation adjustment
(278
)
(127
)
(367
)
116

(656
)
 As at September 30, 2017
24,961

6,572

32,385

63,128

127,046

 Current portion
9,845

6,572

7,867

61,870

86,154

 Non-current portion
15,116


24,518

1,258

40,892

1 
As at September 30, 2018, the timing of cash outflows relating to these provisions ranges between one and eight years (one and nine years as at September 30, 2017) and they were discounted at a weighted average rate of 0.68% (0.71% as at September 30, 2017). The reversals of unused amounts are mostly due to favourable settlements.
2 
As at September 30, 2018, litigation and claims include provisions related to tax exposure (other than those related to income tax), contractual disputes, employee claims and other of $985,000, $5,733,000 and $81,000, respectively (as at September 30, 2017, $1,163,000, $5,254,000 and $155,000, respectively). The reversals of unused amounts are mostly due to favourable settlements of contractual disputes.
3 
As at September 30, 2018, the decommissioning liabilities were based on the expected cash flows of $26,883,000 ($33,034,000 as at September 30, 2017) and were discounted at a weighted average rate of 0.80% (0.90% as at September 30, 2017). The timing of the settlements of these obligations ranges between one and eleven years as at September 30, 2018 (one and ten years as at September 30, 2017). The reversals of unused amounts are mostly due to favourable settlements.
4 
See Note 24, Restructuring costs and Note 26b, Investments in subsidiaries.





CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    29


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


13.Long-term debt
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Senior U.S. unsecured notes repayable in December by tranches of $180,950 (U.S.$140,000) in 2018 and $323,125 (U.S.$250,000) in 20211
491,651

485,401

 Senior unsecured notes repayable in September by tranches of $51,700 (U.S.$40,000) in 2019, $71,088 (U.S.$55,000) in 2021, $387,750 (U.S.$300,000) in 2024, $387,750 (U.S.$300,000) in six yearly repayments of U.S.$50,000 from 2019 to 2024 and $127,704 (€85,000) in 20212
1,025,683

1,057,027

 Unsecured committed revolving credit facility3
194,795

200,000

 Obligations repayable in blended monthly installments maturing at various dates until 2021, bearing a weighted average interest rate of 2.46% (2.49% in 2017)
30,124

61,703

 Obligations under finance leases repayable in blended monthly installments maturing at various dates until 2022, bearing a weighted average interest rate of 2.40% (2.89% in 2017)
29,909

29,794

 Other long-term debt
28,731

28,078

 
1,800,893

1,862,003

 Current portion
348,580

122,467

 
1,452,313

1,739,536

1 
As at September 30, 2018, an amount of $504,075,000 was drawn, less fair value adjustments relating to interest rate swaps designated as fair value hedges of $12,274,000 and financing fees of $150,000. The private placement financing with U.S. institutional investors is comprised of two tranches of Senior U.S. unsecured notes with a weighted average maturity of 2.1 years and a weighted average interest rate of 4.76% (4.76% in 2017). The Senior U.S. unsecured notes contain covenants that require the Company to maintain certain financial ratios (Note 32). As at September 30, 2018, the Company was in compliance with these covenants.
2 
As at September 30, 2018, an amount of $1,025,992,000 was drawn, less financing fees of $309,000. The private placement is comprised of four tranches of Senior U.S. unsecured notes and one tranche of Senior euro unsecured note, with a weighted average maturity of 4.0 years and a weighted average interest rate of 3.63% (3.62% in 2017). In September 2018, the Company repaid the first of the seven yearly scheduled repayments of U.S.$50,000,000 on a tranche of the Senior U.S. unsecured notes for a total amount of $65,045,000 and settled the related cross-currency swaps (Note 31). The Senior unsecured notes contain covenants that require the Company to maintain certain financial ratios (Note 32). As at September 30, 2018, the Company was in compliance with these covenants.
3 The Company has an unsecured committed revolving credit facility available for an amount of $1,500,000,000 that expires in December 2022. This facility bears interest at bankers' acceptance, LIBOR or Canadian prime, plus a variable margin that is determined based on the Company's leverage ratio. As at September 30, 2018, an amount of $120,000,000 was drawn upon this facility at Canadian prime with no margin at a weighted average interest rate of 3.70% and $74,795,000 at banker's acceptance with a margin of 1.00% and a weighted average interest rate of 1.85%. Also, an amount of $9,610,000 has been committed against this facility to cover various letters of credit issued for clients and other parties. On November 6, 2018, the facility was extended by one year to December 2023 and can be further extended. There were no material changes in the terms and conditions including interest rates and banking covenants. The unsecured committed revolving credit facility contains covenants that require the Company to maintain certain financial ratios (Note 32). As at September 30, 2018, the Company was in compliance with these covenants.
Principal repayments on long-term debt, excluding fair value hedges, obligations under finance leases and financing fees, over the forthcoming years are as follows:
 
$

 Less than one year
336,200

 Between one and two years
75,374

 Between two and five years
918,354

 Beyond five years
453,789

 Total principal repayments on long-term debt
1,783,717

Minimum finance lease payments are as follows:
 
Principal

Interest

Payment

 
$

$

$

 Less than one year
12,380

529

12,909

 Between one and two years
9,686

319

10,005

 Between two and five years
7,843

219

8,062

 Total minimum finance lease payments
29,909

1,067

30,976



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    30


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


14.Other long-term liabilities
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Deferred revenue
86,272

112,244

 Deferred compensation plan liabilities (Note 16)
58,197

48,379

 Deferred rent
47,325

39,554

 Other
13,852

13,259

 
205,646

213,436


15.     Income taxes
 
Year ended September 30
 
 
2018

2017

 
$

$

Current income tax expense
 
 
Current income tax expense in respect of the current year
386,773

337,331

Current income tax expense relating to changes in tax laws
11,400


Adjustments recognized in the current year in relation to the income tax expense of prior years
(8,357
)
(15,526
)
Total current income tax expense
389,816

321,805

Deferred income tax expense
 
 
Deferred income tax expense relating to the origination and reversal of temporary differences
2,617

70,641

Deferred income tax expense relating to changes in tax rates
(42,437
)
2,575

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

2,115

Recognition of previously unrecognized temporary differences
(1,418
)
(14,434
)
Total deferred income tax expense
(41,238
)
60,897

Total income tax expense
348,578

382,702


The Company’s effective income tax rate differs from the combined Federal and Provincial Canadian statutory tax rate as follows:
 
Year ended September 30
 
 
2018

2017

 
%

%

Company's statutory tax rate
26.7

26.8

Effect of foreign tax rate differences
(1.3
)
1.3

Final determination from agreements with tax authorities and expirations of statutes of limitations
(0.8
)
(0.9
)
Non-deductible and tax exempt items
(0.2
)
(0.3
)
Recognition of previously unrecognized temporary differences
0.2

(1.0
)
Minimum income tax charge
0.9

0.9

Changes in tax laws and rates
(2.1
)
0.2

Effective income tax rate
23.4

27.0



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    31


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


15.Income taxes (continued)
The continuity schedule of deferred tax balances is as follows:
 
As at
September 30, 2017

Additions from business acquisitions

Recognized in earnings

Recognized
in other comprehensive income

Recognized in equity

Foreign currency translation adjustment and other

As at
September 30, 2018

 
$

$

$

$

$

$

$

 Accounts payable, accrued liabilities and
   other long-term liabilities
82,697

(1,619
)
(2,795
)


(106
)
78,177

 Tax benefits on losses carried forward
78,893

589

(18,141
)


1,074

62,415

 Accrued compensation
40,830


(4,770
)

(1,959
)
786

34,887

 Retirement benefits obligations
34,162


(1,286
)
(7,911
)

453

25,418

 Allowance for doubtful accounts
323


(562
)


(21
)
(260
)
 PP&E, contract costs, intangible assets
    and other long-term assets
(134,083
)
(8,216
)
39,646



(3,554
)
(106,207
)
 Work in progress
(80,898
)

23,253



(1,497
)
(59,142
)
 Goodwill
(60,668
)

8,055



(1,278
)
(53,891
)
 Refundable tax credits on salaries
(29,785
)

3,283




(26,502
)
 Cash flow hedges
(2,355
)

(39
)
14,618


174

12,398

 Other
3,971


(5,406
)
675


122

(638
)
 Deferred taxes, net
(66,913
)
(9,246
)
41,238

7,382

(1,959
)
(3,847
)
(33,345
)
 
As at
September 30, 2016

Additions from business acquisitions

Recognized in earnings

Recognized
in other comprehensive income

Recognized in equity

Foreign currency translation
adjustment and
other

As at
September 30, 2017

 
$

$

$

$

$

$

$

 Accounts payable, accrued liabilities and
    other long-term liabilities
81,092


4,339



(2,734
)
82,697

 Tax benefits on losses carried forward
134,725

990

(54,545
)


(2,277
)
78,893

 Accrued compensation
41,780


5,274


(4,876
)
(1,348
)
40,830

 Retirement benefits obligations
41,265


(2,876
)
(3,822
)

(405
)
34,162

 Allowance for doubtful accounts
598


(275
)



323

 PP&E, contract costs, intangible assets
    and other long-term assets
(136,663
)
(4,116
)
4,217



2,479

(134,083
)
 Work in progress
(79,550
)

(4,836
)


3,488

(80,898
)
 Goodwill
(56,050
)

(7,117
)


2,499

(60,668
)
 Refundable tax credits on salaries
(22,216
)

(7,569
)



(29,785
)
 Cash flow hedges
(9,035
)

140

6,277


263

(2,355
)
 Other
373


2,351

1,629


(382
)
3,971

Deferred taxes, net
(3,681
)
(3,126
)
(60,897
)
4,084

(4,876
)
1,583

(66,913
)

The deferred tax balances are presented as follows in the consolidated balance sheets:
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Deferred tax assets
139,664

146,602

 Deferred tax liabilities
(173,009
)
(213,515
)
 
(33,345
)
(66,913
)

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    32


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


15.Income taxes (continued)
On December 22, 2017, the U.S. government enacted a tax reform which includes several measures such as a reduction of corporate tax rate from 35% to 21%, effective on January 1, 2018, and a one-time repatriation tax on earnings held by foreign subsidiaries. In addition to the U.S. tax reform, the government of France enacted a temporary corporate surtax for the current year and a tax rate reduction was enacted by the government of Belgium. As such, during the year ended September 30, 2018, the Company recorded a net income tax recovery of $34,100,000 resulting from the re-evaluation of its deferred tax assets and liabilities of $45,500,000 partially offset by an income tax expense of $11,400,000 in relation to the U.S. repatriation tax.
As at September 30, 2018, the Company had $387,684,000 ($454,027,000 as at September 30, 2017) in operating tax losses carried forward, of which $53,382,000 ($41,205,000 as at September 30, 2017) expire at various dates up to 2038 and $334,302,000 ($412,822,000 as at September 30, 2017) have no expiry dates. The Company recognized a deferred tax asset of $80,135,000 ($95,491,000 as at September 30, 2017) on the losses carried forward and recognized a valuation allowance of $22,091,000 ($21,218,000 as at September 30, 2017). The resulting net deferred tax asset of $58,044,000 ($74,273,000 as at September 30, 2017) is the amount that is more likely than not to be realized, based on deferred tax liabilities reversal and future taxable profits. The unrecognized losses amounted to $97,440,000 ($89,954,000 as at September 30, 2017).
As at September 30, 2018, the Company had $497,277,000 ($658,734,000 as at September 30, 2017) in non-operating tax losses carried forward that have no expiry dates. The Company recognized a deferred tax asset of $87,801,000 ($110,862,000 as at September 30, 2017) on the losses carried forward and recognized a valuation allowance of $83,430,000 ($106,242,000 as at September 30, 2017). The resulting net deferred tax asset of $4,371,000 ($4,620,000 as at September 30, 2017) is the amount that is more likely than not to be realized, based on deferred tax liabilities reversal and future taxable profits. The unrecognized losses amounted to $479,031,000 ($640,246,000 as at September 30, 2017).
As at September 30, 2018, the Company had $142,414,000 ($126,389,000 as at September 30, 2017) of cash and cash equivalents held by foreign subsidiaries. The tax implications of the repatriation of cash and cash equivalents not considered indefinitely reinvested have been accounted for and will not materially affect the Company’s liquidity. In addition, the Company has not recorded deferred tax liabilities on undistributed earnings of $3,605,464,000 ($2,779,924,000 as at September 30, 2017) coming from its foreign subsidiaries as they are considered indefinitely reinvested. Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to taxation.

16.Employee benefits
The Company operates various post-employment plans, including defined benefit and defined contribution pension plans as well as other benefit plans for its employees.
DEFINED BENEFIT PLANS
The Company operates defined benefit pension plans primarily for the benefit of employees in the U.K., Germany and France, with smaller plans in other countries. The benefits are based on pensionable salary and years of service. The U.K. and Germany plans are funded with assets held in separate funds. The France plan is unfunded.
The defined benefit plans expose the Company to interest risk, inflation risk, longevity risk, currency risk and market investment risk.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    33


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The following description focuses mainly on plans registered in the U.K., Germany and France:
U.K.
In the U.K., the Company has three defined benefit pension plans, the CMG U.K. Pension Scheme, the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan.
The CMG U.K. Pension Scheme is closed to new members and is closed to further accrual of rights for existing members. The Logica U.K. Pension & Life Assurance Scheme is still open but only for employees who come from the civil service with protected pensions. The Logica Defined Benefit Pension Plan was created to mirror the Electricity Supply Pension Scheme and was created for employees that worked for National Grid and Welsh Water with protected benefits.
Both the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan are employer and employee based contribution plans.
The trustees are the custodians of the defined benefit pension plans and are responsible for the plan administration, including investment strategies. The trustees review periodically the investment and the asset allocation policies. As such, the CMG U.K. Pension Scheme policy is to target an allocation of 33% to return-seeking assets such as equities and 67% towards a mixture of assets such as bonds and liability-driven investments such as investment funds; the Logica U.K. Pension & Life Assurance Scheme policy is to invest 20% of the scheme assets in equities and 80% in bonds; and the Logica Defined Benefit Pension Plan policy is to invest 30% of the plan assets in equities and 70% in bonds.
The U.K. Pensions Act 2004 requires that full formal actuarial valuations are carried out at least every three years to determine the contributions that the Company should pay in order for the plan to meet its statutory objective, taking into account the assets already held. In the interim years, the trustees need to obtain estimated funding updates unless the scheme has less than 100 members in total.
The latest funding actuarial valuations of the three defined benefit pension plans described above are being performed as at September 2018 and the results are expected to be available by the end of the 2019 calendar year. In the meantime, in line with the last funding actuarial valuations, the Company continues to contribute to the CMG U.K. Pension Scheme and to the Logica Defined Benefit Pension plan with quarterly payments of $3,867,000 and monthly payments of $155,000 respectively to ensure that their funding objectives are met and quarterly payments of $304,000 and monthly payments of $10,000 respectively to cover administration expenses.
Germany
In Germany, the Company has numerous defined benefit pension plans which are all closed to new members. In the majority of the plans, upon retirement of employees, the benefits are in the form of a monthly pension and in a few plans, the employees receive an indemnity in the form of a lump-sum payment. About one third of the plans are bound by the former Works Council agreements. There are no mandatory funding requirements. The plans are funded by the contributions made by the Company. In some plans, insurance policies are taken out to fund retirement benefit plans. These do not qualify as plan assets and are presented as reimbursement rights, unless they are part of a reinsured support fund or are pledged to the employees.
France
In France, the retirement indemnities are provided in accordance with the Labour Code. Upon retirement, employees receive an indemnity, depending on the salary and seniority in the Company, in the form of a lump-sum payment.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    34


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The following tables present amounts for post-employment benefits plans included in the consolidated balance sheets:

As at September 30, 2018
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 Defined benefit obligations
(760,244
)
(89,959
)
(55,276
)
(58,594
)
(964,073
)
 Fair value of plan assets
787,550

13,250


21,421

822,221

 
27,306

(76,709
)
(55,276
)
(37,173
)
(141,852
)
 Fair value of reimbursement rights

23,170


1,482

24,652

 Net asset (liability) recognized in the balance sheet
27,306

(53,539
)
(55,276
)
(35,691
)
(117,200
)
 
 Presented as:
 
 
 
 
 
 Other long-term assets (Note 9)
 
 
 
 
 
Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights

23,170


1,482

24,652

Retirement benefits assets
27,306



176

27,482

 Retirement benefits obligations

(76,709
)
(55,276
)
(37,349
)
(169,334
)
 
27,306

(53,539
)
(55,276
)
(35,691
)
(117,200
)

 
As at September 30, 2017
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 Defined benefit obligations
(792,216
)
(87,995
)
(52,546
)
(58,933
)
(991,690
)
 Fair value of plan assets
763,859

12,088


25,074

801,021

 
(28,357
)
(75,907
)
(52,546
)
(33,859
)
(190,669
)
 Fair value of reimbursement rights

22,863


1,082

23,945

 Net liability recognized in the balance sheet
(28,357
)
(53,044
)
(52,546
)
(32,777
)
(166,724
)
 
 Presented as:
 
 
 
 
 
 Other long-term assets (Note 9)
 
 
 
 
 
Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights

22,863


1,082

23,945

Retirement benefits assets
11,316



307

11,623

 Retirement benefits obligations
(39,673
)
(75,907
)
(52,546
)
(34,166
)
(202,292
)
 
(28,357
)
(53,044
)
(52,546
)
(32,777
)
(166,724
)


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    35


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
 Defined benefit obligations
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 As at September 30, 2017
792,216

87,995

52,546

58,933

991,690

 Current service cost
1,383

741

4,536

5,081

11,741

 Interest cost
21,492

1,557

950

2,983

26,982

 Past service cost



2,166

2,166

 Actuarial (gains) losses due to change in financial assumptions1 
(28,091
)
242

328

(3,977
)
(31,498
)
 Actuarial gains due to change in demographic assumptions1
(3,853
)

(4,637
)
(357
)
(8,847
)
 Actuarial losses due to experience1
3,116

541

1,206

3,504

8,367

 Plan participant contributions
192




192

 Benefits paid from the plan
(31,907
)
(171
)

(5,267
)
(37,345
)
 Benefits paid directly by employer

(2,611
)
(507
)
(834
)
(3,952
)
 Foreign currency translation adjustment1
5,696

1,665

854

(3,638
)
4,577

 As at September 30, 2018
760,244

89,959

55,276

58,594

964,073

 Defined benefit obligations of unfunded plans


55,276

32,749

88,025

 Defined benefit obligations of funded plans
760,244

89,959


25,845

876,048

 As at September 30, 2018
760,244

89,959

55,276

58,594

964,073


 Defined benefit obligations
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 As at September 30, 2016
814,156

97,392

58,565

60,041

1,030,154

 Obligations extinguished on settlements



(1,029
)
(1,029
)
 Current service cost
1,552

878

4,906

4,735

12,071

 Interest cost
18,147

982

599

2,778

22,506

 Actuarial gains due to change in financial assumptions1 
(22,195
)
(9,055
)
(8,625
)
(1,884
)
(41,759
)
 Actuarial gains due to change in demographic assumptions1
(12,043
)

(2,395
)
(626
)
(15,064
)
 Actuarial losses (gains) due to experience1
25,041

422

(209
)
339

25,593

 Plan participant contributions
113




113

 Benefits paid from the plan
(18,065
)
(1,033
)

(3,377
)
(22,475
)
 Benefits paid directly by employer

(1,634
)
(305
)
(708
)
(2,647
)
 Foreign currency translation adjustment1
(14,490
)
43

10

(1,336
)
(15,773
)
 As at September 30, 2017
792,216

87,995

52,546

58,933

991,690

 Defined benefit obligations of unfunded plans


52,546

33,353

85,899

 Defined benefit obligations of funded plans
792,216

87,995


25,580

905,791

 As at September 30, 2017
792,216

87,995

52,546

58,933

991,690

1 
Amounts recognized in other comprehensive income.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    36


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
 Plan assets and reimbursement rights
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 As at September 30, 2017
763,859

34,951


26,156

824,966

 Interest income on plan assets
20,915

626


1,824

23,365

 Employer contributions
20,152

2,283

507

1,145

24,087

 Return on assets excluding interest income1
12,981

226


1,826

15,033

 Plan participants contributions
192




192

 Benefits paid from the plan
(31,907
)
(171
)

(5,267
)
(37,345
)
 Benefits paid directly by employer

(2,611
)
(507
)
(834
)
(3,952
)
 Administration expenses paid from the plan
(1,964
)


(173
)
(2,137
)
 Foreign currency translation adjustment1
3,322

1,116


(1,774
)
2,664

 As at September 30, 2018
787,550

36,420


22,903

846,873

 Plan assets
787,550

13,250


21,421

822,221

 Reimbursement rights

23,170


1,482

24,652

 As at September 30, 2018
787,550

36,420


22,903

846,873


 Plan assets and reimbursement rights
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 As at September 30, 2016
792,665

35,672


18,741

847,078

 Assets distributed on settlements



(449
)
(449
)
 Interest income on plan assets
17,628

364


1,157

19,149

 Employer contributions
17,651

1,411

305

11,482

30,849

 Return on assets excluding interest income1
(29,635
)
380


532

(28,723
)
 Plan participants contributions
113




113

 Benefits paid from the plan
(18,065
)
(1,033
)

(3,377
)
(22,475
)
 Benefits paid directly by employer

(1,634
)
(305
)
(708
)
(2,647
)
 Administration expenses paid from the plan
(2,108
)


(113
)
(2,221
)
 Foreign currency translation adjustment1
(14,390
)
(209
)

(1,109
)
(15,708
)
 As at September 30, 2017
763,859

34,951


26,156

824,966

 Plan assets
763,859

12,088


25,074

801,021

 Reimbursement rights

22,863


1,082

23,945

 As at September 30, 2017
763,859

34,951


26,156

824,966

1 
Amounts recognized in other comprehensive income.




CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    37


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The plan assets at the end of the years consist of:
 As at September 30, 2018
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 Quoted equities
339,915




339,915

 Quoted bonds
198,541



79

198,620

 Property
34,399




34,399

 Cash
17,178



107

17,285

 Other1
197,517

13,250


21,235

232,002

 
787,550

13,250


21,421

822,221

 As at September 30, 2017
U.K.

Germany

France

Other

Total

 
$

$

$

$

$

 Quoted equities
233,871




233,871

 Quoted bonds
183,729



123

183,852

 Property
32,353




32,353

 Cash
75,044



51

75,095

 Other1
238,862

12,088


24,900

275,850

 
763,859

12,088


25,074

801,021

1 
Other is mainly composed of various insurance policies and quoted investment funds to cover some of the defined benefit obligations.

Plan assets do not include any shares of the Company, property occupied by the Company or any other assets used by the Company.
The following table summarizes the expense1 recognized in the consolidated statements of earnings:
 
 
Year ended September 30
 
 
 
2018

2017

 
 
$

$

 Current service cost
 
11,741

12,071

 Settlement gain
 

(580
)
 Past service cost
 
2,166


 Net interest on net defined benefit obligations or assets
 
3,617

3,357

 Administration expenses
 
2,137

2,221

 
 
19,661

17,069

1 
The expense was presented as costs of services, selling and administrative for an amount of $13,907,000 and as net finance costs for an amount of $5,754,000 (Note 25) ($11,491,000 and $5,578,000, respectively for the year ended September 30, 2017).




CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    38


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Actuarial assumptions
The following are the principal actuarial assumptions (expressed as weighted averages). The assumed discount rates, future salary and pension increases, inflation rates and mortality all have a significant effect on the accounting valuation.
 As at September 30, 2018
U.K.
Germany
France
Other
 
%
%
%
%
 Discount rate
2.83
1.73
1.73
4.76
 Future salary increases
3.40
2.50
3.29
1.30
 Future pension increases
3.32
1.50
 Inflation rate
3.40
2.00
2.00
2.78
 
 
 
 
 
 As at September 30, 2017
U.K.
Germany
France
Other
 
%
%
%
%
 Discount rate
2.69
1.75
1.75
4.50
 Future salary increases
3.48
2.50
2.86
1.96
 Future pension increases
3.38
1.50
 Inflation rate
3.48
2.00
2.00
2.85

The average longevity over 65 of a member presently at age 45 and 65 are as follows:
 As at September 30, 2018
U.K.

Germany

 
                                  (in years)
 Longevity at age 65 for current members
 
 
Males
21.9

20.0

Females
23.8

24.0

 Longevity at age 45 for current members
 
 
Males
23.3

22.0

Females
25.4

26.0

 As at September 30, 2017
U.K.

Germany

 
                                   (in years)
 Longevity at age 65 for current members
 
 
Males
22.1

20.0

Females
23.9

24.0

 Longevity at age 45 for current members
 
 
Males
23.5

22.0

Females
25.4

26.0




CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    39


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
Actuarial assumptions (continued)
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country. Mortality assumptions for the most significant countries are based on the following post-retirement mortality tables for the year ended September 30, 2018: (1) U.K.: 100% S2PxA (year of birth) plus CMI_2017 projections with 1.25% p.a. minimum long term improvement rate, (2) Germany: Heubeck RT2005G and (3) France: INSEE TVTD 2011-2013.
The following tables show the sensitivity of the defined benefit obligations to changes in the principal actuarial assumptions:
 As at September 30, 2018
U.K.

Germany

France

 
$

$

$

 Increase of 0.25% in the discount rate
(32,877
)
(2,870
)
(1,998
)
 Decrease of 0.25% in the discount rate
34,433

3,024

2,098

 Salary increase of 0.25%
478

53

2,130

 Salary decrease of 0.25%
(472
)
(51
)
(2,037
)
 Pension increase of 0.25%
16,567

1,330


 Pension decrease of 0.25%
(16,157
)
(1,276
)

 Increase of 0.25% in inflation rate
26,313

1,330

2,130

 Decrease of 0.25% in inflation rate
(24,808
)
(1,276
)
(2,037
)
 Increase of one year in life expectancy
18,676

2,501

377

 Decrease of one year in life expectancy
(18,590
)
(2,237
)
(400
)
 As at September 30, 2017
U.K.

Germany

France

 
$

$

$

 Increase of 0.25% in the discount rate
(34,430
)
(2,922
)
(2,065
)
 Decrease of 0.25% in the discount rate
36,668

3,081

2,174

 Salary increase of 0.25%
582

56

2,208

 Salary decrease of 0.25%
(575
)
(55
)
(2,105
)
 Pension increase of 0.25%
17,169

1,338


 Pension decrease of 0.25%
(16,347
)
(1,282
)

 Increase of 0.25% in inflation rate
27,484

1,338

2,208

 Decrease of 0.25% in inflation rate
(26,022
)
(1,282
)
(2,105
)
 Increase of one year in life expectancy
22,051

2,442

378

 Decrease of one year in life expectancy
(21,965
)
(2,186
)
(407
)
The sensitivity analysis above has been based on a method that extrapolates the impact on the defined benefit obligations as a result of reasonable changes in key assumptions occurring at the end of the year.
The weighted average duration of the defined benefit obligations are as follows:
 
 
Year ended September 30
 
 
 
2018

2017

 
 
                                    (in years)
 U.K.
 
18

19

 Germany
 
14

14

 France
 
15

16

 Other
 
11

11



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    40


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


16.Employee benefits (continued)
DEFINED BENEFIT PLANS (CONTINUED)
The Company expects to contribute $24,243,000 to defined benefit plans during the next year, of which $20,151,000 relates to the U.K. plans, and $4,092,000 relates to the other plans. The contributions will include funding payments and new benefit accruals.
DEFINED CONTRIBUTION PLANS
The Company also operates defined contribution pension plans. In some countries, contributions are made into the state pension plans. The pension cost for defined contribution plans amounted to $233,376,000 in 2018 ($234,122,000 in 2017).
In addition, in Sweden, the Company contributes to a multi-employer plan, Alecta SE (Alecta) pension plan, which is a defined benefit pension plan. This pension plan is classified as a defined contribution plan as sufficient information is not available to use defined benefit accounting. Alecta lacks the possibility of establishing an exact distribution of assets and provisions to the respective employers. The Company’s proportion of the total contributions to the plan is 0.81% and the Company’s proportion of the total number of active members in the plan is 0.53%.
Alecta uses a collective funding ratio to determine the surplus or deficit in the pension plan. Any surplus or deficit in the plan will affect the amount of future contributions payable. The collective funding is the difference between Alecta’s assets and the commitments to the policy holders and insured individuals. The collective solvency is normally allowed to vary between 125% and 175%. As at September 30, 2018, Alecta collective funding ratio was 159% (158% in 2017). The plan expense was $36,645,000 in 2018 ($34,208,000 in 2017). The Company expects to contribute $28,575,000 to the plan during the next year.
OTHER BENEFIT PLANS
The Company maintains deferred compensation plans covering some of its U.S. and German management. Some of the plans include assets that will be used to fund the liabilities. As at September 30, 2018, the deferred compensation liability totaled $58,197,000 ($48,379,000 as at September 30, 2017) (Note 14) and the deferred compensation assets totaled $56,900,000 ($46,906,000 as at September 30, 2017) (Note 10).
For the deferred compensation plan in the U.S., a trust was established so that the plan assets could be segregated; however, the assets are subject to the Company’s general creditors in the case of bankruptcy. The assets composed of investments vary with employees’ contributions and changes in the value of the investments. The change in liabilities associated with the plan is equal to the change of the assets. The assets in the trust and the associated liabilities totaled $56,642,000 as at September 30, 2018 ($46,480,000 as at September 30, 2017).

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    41


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


17.    Accumulated other comprehensive income
 
     As at
September 30, 2018

As at
September 30, 2017

 
$

$

Items that will be reclassified subsequently to net earnings:
 
 
Net unrealized gains on translating financial statements of foreign operations, net of accumulated income tax expense of $72,054 as at September 30, 2018 ($65,850 as at September 30, 2017)
759,015

695,591

Net losses on derivative financial instruments and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $73,502 as at September 30, 2018 ($69,296 as at September 30, 2017)
(479,400
)
(453,690
)
Net unrealized (losses) gains on cash flow hedges, net of accumulated income tax recovery of $12,286 as at September 30, 2018 (net of accumulated tax expense of $2,332 as at September 30, 2017)
(26,786
)
1,670

Net unrealized losses on available-for-sale investments, net of accumulated income tax recovery of $734 as at September 30, 2018 ($178 as at September 30, 2017)
(2,616
)
(562
)
Items that will not be reclassified subsequently to net earnings:


Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $13,021 as at September 30, 2018 ($20,933 as at September 30, 2017)
(48,617
)
(83,618
)
 
201,596

159,391

For the year ended September 30, 2018, $145,000 of the net unrealized gains previously recognized in other comprehensive income, net of income tax expense of $694,000, were reclassified to net earnings for derivative financial instruments designated as cash flow hedges ($15,425,000 of the net unrealized gains net of income tax expense of $9,534,000 for the year ended September 30, 2017).

18.Capital stock
The Company's authorized share capital is comprised of an unlimited number, all without par value, of:
First preferred shares, issuable in series, carrying one vote per share, each series ranking equal with other series, but prior to second preferred shares, Class A subordinate voting shares and Class B multiple voting shares with respect to the payment of dividends;
Second preferred shares, issuable in series, non-voting, each series ranking equal with other series, but prior to Class A subordinate voting shares and Class B multiple voting shares with respect to the payment of dividends;
Class A subordinate voting shares, carrying one vote per share, participating equally with Class B multiple voting shares with respect to the payment of dividends and convertible into Class B multiple voting shares under certain conditions in the event of certain takeover bids on Class B multiple voting shares; and
Class B multiple voting shares, carrying ten votes per share, participating equally with Class A subordinate voting shares with respect to the payment of dividends and convertible at any time at the option of the holder into Class A subordinate voting shares.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    42


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


18.    Capital stock (continued)
For the fiscal years 2018 and 2017, the number of issued and outstanding Class A subordinate voting shares and Class B multiple voting shares varied as follows:
 
 
 
 
 
Class A subordinate voting shares
 
Class B multiple voting shares
 
 
Total

 
   Number

Carrying value

Number

Carrying value

Number

Carrying value

 
 
$

 
$

 
$

 As at September 30, 2016
271,956,913

2,148,898

32,852,748

45,833

304,809,661

2,194,731

 Issued upon exercise of stock options1
2,079,150

60,943



2,079,150

60,943

 PSUs exercised2

23,666




23,666

 Purchased and cancelled3
(19,929,268
)
(227,060
)


(19,929,268
)
(227,060
)
 Shares held in trust resold4

2,445




2,445

 As at September 30, 2017
254,106,795

2,008,892

32,852,748

45,833

286,959,543

2,054,725

 Issued upon exercise of stock options1
2,737,156

94,552



2,737,156

94,552

 PSUs exercised2

7,439




7,439

 Purchased and cancelled3
(10,325,879
)
(113,437
)


(10,325,879
)
(113,437
)
 Purchased and not cancelled3

(402
)



(402
)
 Purchased and held in trusts4

(24,789
)



(24,789
)
 Shares held in trusts resold4

504




504

 Conversion of shares5
3,907,042

5,451

(3,907,042
)
(5,451
)


 As at September 30, 2018
250,425,114

1,978,210

28,945,706

40,382

279,370,820

2,018,592

1 
The carrying value of Class A subordinate voting shares includes $17,340,000 ($11,169,000 for the year ended September 30, 2017), which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the year.
2 
During the year ended September 30, 2018, 172,068 PSUs were exercised (659,640 during the year ended September 30, 2017) with a recorded value of $7,439,000 ($23,666,000 during the year ended September 30, 2017) that was removed from contributed surplus. As at September 30, 2018, 661,179 Class A subordinate voting shares were held in trusts under the PSU plans (468,668 as at September 30, 2017).    
3 
On January 31, 2018, the Company’s Board of Directors authorized and subsequently received the regulatory approval for the renewal of the Normal Course Issuer Bid (NCIB) for the purchase for cancellation of up to 20,595,539 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares are available for purchase for cancellation commencing February 6, 2018, until no later than February 5, 2019, or on such earlier date when the Company has either acquired the maximum number or elects to terminate the bid.
During the year ended September 30, 2018, the Company purchased for cancellation 3,510,700 Class A subordinate voting shares (15,074,900 during the year ended September 30, 2017) under the current NCIB for a cash consideration of $293,671,000 ($946,664,000 during the year ended September 30, 2017) and the excess of the purchase price over the carrying value in the amount of $265,563,000 ($823,450,000 during the year ended September 30, 2017) was charged to retained earnings. Of the purchased Class A subordinate voting shares, 50,000 Class A subordinate voting shares with a carrying value of $402,000 and a purchase value of $4,180,000 were held by the Company and were paid and cancelled subsequent to September 30, 2018.
During the year ended September 30, 2018, the Company also purchased for cancellation 3,634,729 Class A subordinate voting shares (4,854,368 during the year ended September 30, 2017) from the Caisse de dépôt et placement du Québec for a cash consideration of $272,842,000 ($300,000,000 during the year ended September 30, 2017). The excess of the purchase price over the carrying value in the amount of $195,062,000 ($196,154,000 during the year ended September 30, 2017) was charged to retained earnings. The purchase is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.
In addition, on February 26, 2018, the Company entered into a private agreement with a related party, the Founder and Executive Chairman of the Board of the Company, to purchase for cancellation 3,230,450 Class A subordinate voting shares for a cash consideration of $231,443,000 excluding transaction costs of $300,000. The excess of the purchase price over the carrying value in the amount of $223,792,000 was charged to retained earnings. The transaction was recommended by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the terms of the transaction. A favourable decision was obtained from the Quebec securities regulator to exempt the Company from the issuer bid requirements. The purchase is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.    
4 
During the year ended September 30, 2018, the trustees, in accordance with the terms of the PSU plans and Trust Agreements, purchased 372,290 Class A subordinate voting shares of the Company on the open market for a cash consideration of $24,789,000. During the year ended September 30, 2018, the trustees resold 7,711 Class A subordinate voting shares that were held in trusts on the open market in accordance with the terms of the PSU plans (64,000 during the year ended September 30, 2017). The excess of proceeds over the carrying value of the Class A subordinate voting shares, in the amount of $24,000 ($1,601,000 during the year ended September 30, 2017), resulted in an increase of contributed surplus.
5  
On February 26, 2018, the Founder and Executive Chairman of the Board of the Company converted a total of 3,031,383 Class B multiple voting shares into 3,031,383 Class A subordinate voting shares. In addition, on May 9, 2018, the Founder and Advisor to the Executive Chairman of the Board of the Company, also a related party of the Company, converted a total of 875,659 Class B multiple voting shares into 875,659 Class A subordinate voting shares.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    43


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


19.Share-based payments
a)
Stock options
Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, stock options to purchase Class A subordinate voting shares to certain employees, officers and directors of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate voting shares on the TSX on the day preceding the date of the grant. Stock options generally vest over four years from the date of grant conditionally upon achievement of performance objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death. As at September 30, 2018, 27,823,966 Class A subordinate voting shares were reserved for issuance under the stock option plan.
The following table presents information concerning the outstanding stock options granted by the Company:
 
 
2018

 
2017

 
Number of options

Weighted
average exercise
price per share

Number of options

Weighted
average exercise price per share

 
 
$

 
$

 Outstanding, beginning of year
15,237,883

44.70

16,623,619

39.40
 Granted
1,944,829

83.94

2,961,866

63.22

 Exercised
(2,737,156
)
28.19

(2,079,150
)
23.94

 Forfeited
(1,610,969
)
61.93

(2,267,952
)
49.12

 Expired
(3,761
)
28.13

(500
)
7.72

 Outstanding, end of year
12,830,826

52.01

15,237,883

44.70

 Exercisable, end of year
5,695,951

34.11

7,527,054

28.77

The weighted average share price at the date of exercise for stock options exercised in 2018 was $74.01 ($64.49 in 2017).
The following table summarizes information about the outstanding stock options granted by the Company as at September 30, 2018:
 
 
Options outstanding
 
Options exercisable
 
Range of
exercise price
Number of options

Weighted
average
remaining contractual life

Weighted
average exercise price

Number of options

Weighted average exercise price

$
 
(in years)

$

 
$

9.31 to 13.26
339,976

1.01

12.56

339,976

12.56

14.48 to 15.96
486,850

1.99

15.47

486,850

15.47

19.28 to 21.31
259,879

3.00

19.75

259,879

19.75

23.65 to 30.79
1,455,678

4.21

23.88

1,455,678

23.88

34.68 to 38.79
1,366,457

5.36

37.24

1,268,377

37.20

39.47 to 47.36
792,932

6.13

39.69

562,583

39.72

47.81 to 56.69
1,417,422

6.99

48.48

713,048

48.50

57.21 to 63.72
4,776,343

8.53

63.21

609,560

63.16

67.04 to 85.62
1,935,289

9.91

84.02



 
12,830,826

7.03

52.01

5,695,951

34.11


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    44


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


19.Share-based payments (continued)
a)
Stock options (continued)
The weighted fair value of stock options granted in the year and the weighted average assumptions used in the calculation of their fair value on the date of grant using the Black-Scholes option pricing model were as follows:
 
Year ended September 30
 
 
 
2018

2017

 Grant date fair value ($)
 
16.45

13.03

 Dividend yield (%)
 
0.00

0.00

 Expected volatility (%)1
 
19.80

22.52

 Risk-free interest rate (%)
 
2.21

1.66

 Expected life (years)
 
4.00

4.00

 Exercise price ($)
 
83.94

63.22

 Share price ($)
 
83.94

63.22

1 
Expected volatility was determined using statistical formulas and based on the weekly historical average of closing daily share prices over the period of the expected life of stock options.
b)
Performance share units
The Company operates two PSU plans with similar terms and conditions. Under both plans, the Board of Directors may grant PSUs to senior executives and other key employees (participants) which entitle them to receive one Class A subordinate voting share for each PSU. The vesting performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the PSU award was made, except in the event of retirement, termination of employment or death. Conditionally upon achievement of performance objectives, granted PSUs under the first plan vest annually over a period of four years from the date of the grant and granted PSUs under the second plan vest at the end of the four-year period.
Class A subordinate voting shares purchased in connection with the PSU plans are held in trusts for the benefit of the participants. The trusts, considered as structured entities, are consolidated in the Company’s consolidated financial statements with the cost of the purchased shares recorded as a reduction of capital stock (Note 18).
The following table presents information concerning the number of outstanding PSUs granted by the Company:
 Outstanding as at September 30, 2016
1,192,308

 Granted1
221,000

 Exercised (Note 18)
(659,640
)
 Forfeited
(285,000
)
 Outstanding as at September 30, 2017
468,668

 Granted1
403,321

 Exercised (Note 18)
(172,068
)
 Forfeited
(41,189
)
 Outstanding as at September 30, 2018
658,732

1 
The PSUs granted in 2018 had a grant date fair value of $64.75 per unit ($62.49 in 2017).


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    45


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


19.Share-based payments (continued)
c)
Share purchase plan
Under the share purchase plan, the Company contributes an amount equal to a percentage of the employee's basic contribution, up to a maximum of 3.50%. An employee may make additional contributions in excess of the basic contribution. However, the Company does not match contributions in the case of such additional contributions. The employee and Company's contributions are remitted to an independent plan administrator who purchases Class A subordinate voting shares on the open market on behalf of the employee through either the TSX or NYSE.
d)
Deferred share unit plan
External members of the Board of Directors (participants) are entitled to receive part or their entire retainer fee in DSUs. DSUs are granted with immediate vesting and must be exercised no later than December 15 of the calendar year immediately following the calendar year during which the participant ceases to act as a director. Each DSU entitles the holder to receive a cash payment equal to the closing price of Class A subordinate voting shares on the TSX on the payment date. As at September 30, 2018, the number of outstanding DSUs was 140,886 (136,246 DSUs as at September 30, 2017).
e)
Share-based payment costs
The share-based payment expense recorded in costs of services, selling and administrative is as follows:
 
 
Year ended September 30
 
 
 
2018

2017

 
 
$

$

 Stock options
 
25,822

25,133

 PSUs
 
12,635

9,310

 Share purchase plan
 
106,770

97,729

 DSUs
 
2,918

2,075

 
 
148,145

134,247


20.Earnings per share
The following table sets forth the computation of basic and diluted earnings per share for the years ended September 30:
 
2018
 
2017
 
 
Net earnings

Weighted average number of shares outstanding1

Earnings per share

Net earnings

Weighted average
number of shares outstanding1

Earnings per share

 
$

 
$

$

 
$

 Basic
1,141,402

283,878,426

4.02

1,035,195

297,516,970

3.48

 Net effect of dilutive stock
    options and PSUs2


4,980,154





5,776,515



 
1,141,402

288,858,580

3.95

1,035,195

303,293,485

3.41

1 
During the year ended September 30, 2018, 10,375,879 Class A subordinate voting shares purchased and 661,179 Class A subordinate voting shares held in trust were excluded from the calculation of weighted average number of shares outstanding as of the date of transaction (19,929,268 and 468,668, respectively during the year ended September 30, 2017).
2 
The calculation of the diluted earnings per share excluded 1,935,289 stock options for the year ended September 30, 2018 (6,419,566 for the year ended September 30, 2017), as they were anti-dilutive.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    46


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


21.Construction contracts in progress
Revenue from systems integration and consulting services under fixed-fee arrangements where the outcome of the arrangements can be estimated reliably is recognized using the percentage-of-completion method over the service period. The Company primarily uses labour costs or labour hours to measure the progress towards completion. If the outcome of an arrangement cannot be estimated reliably, revenue is recognized to the extent of arrangement costs incurred that are likely to be recoverable.
The status of the Company’s construction contracts still in progress at the end of the reporting period was as follows:
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

 Recognized as:
 
 
 Revenue in the respective year
1,561,526

1,527,904

 Recognized as:




 Amounts due from customers under construction contracts1
310,924

278,792

 Amounts due to customers under construction contracts
(56,422
)
(56,068
)
1  
As at September 30, 2018, retentions held by customers for contract work in progress amounted to $11,541,000 ($11,971,000 as at September 30, 2017).

22.Costs of services, selling and administrative
 
 
Year ended September 30
 
 
 
2018

2017

 
 
$

$

 Salaries and other member costs1
 
6,846,585

6,412,607

 Professional fees and other contracted labour
 
1,369,420

1,273,944

 Hardware, software and data center related costs
 
829,655

843,400

 Property costs
 
307,496

320,755

 Amortization and depreciation (Note 23)
 
383,834

366,377

 Other operating expenses
 
64,801

40,576

 
 
9,801,791

9,257,659

1 
Net of R&D and other tax credits of $182,493,000 in 2018 ($182,951,000 in 2017).

23.Amortization and depreciation
 
 
Year ended September 30
 
 
 
2018

2017

 
 
$

$

 Depreciation of PP&E1 (Note 6)
 
156,587

152,854

 Amortization of intangible assets (Note 8)
 
156,926

157,033

 Amortization of contract costs related to transition costs
 
70,321

56,490

 Included in costs of services, selling and administrative (Note 22)
 
383,834

366,377

 Amortization of contract costs related to incentives (presented as a reduction of revenue)
 
3,591

2,336

 Amortization of deferred financing fees (presented in finance costs)
 
721

1,090

 Amortization of premiums and discounts on investments related to funds held for clients (presented net as a reduction of revenue)
 
1,339

1,494

 Impairment of PP&E (presented in restructuring costs) (Notes 6 and 24)
 
1,924

5,907

 Impairment of intangible assets (presented in restructuring costs) (Notes 8 and 24)
 
1,266


 
 
392,675

377,204

1
Depreciation of PP&E acquired under finance leases was $7,841,000 in 2018 ($11,623,000 in 2017).

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    47


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


24.    Restructuring costs
During the prior fiscal year, the Company announced a restructuring program to improve profitability by addressing the underutilization of the Company’s resources due to the accelerating shift in client demand.
The Company completed this restructuring program for a total cost of $189,015,000, of which $100,387,000 was expensed during the year ended September 30, 2018 ($88,628,000 during the year ended September 30, 2017). This amount includes restructuring costs for termination of employment of $94,248,000 accounted for in restructuring provisions ($67,426,000 during the year ended September 30, 2017), for leases of vacated premises of $2,949,000 accounted for in onerous lease provisions ($14,550,000 during the year ended September 30, 2017), impairment of PP&E of $1,924,000 (Notes 6 and 23) ($5,907,000 during the year ended September 30, 2017), impairment of intangible assets of $1,266,000 (Notes 8 and 23) (nil during the year ended September 30, 2017), as well as other restructuring costs of nil ($745,000 during the year ended September 30, 2017). Since inception, the Company paid a total of $131,755,000 related to this restructuring program, of which $119,885,000 were paid during the year ended September 30, 2018 ($11,870,000 during the year ended September 30, 2017).

25.    Net finance costs
 
 
Year ended September 30
 
 
 
2018

2017

 
 
$

$

 Interest on long-term debt
 
62,875

62,022

 Net interest costs on net defined benefit obligations or assets (Note 16)
 
5,754

5,578

 Other finance costs
 
8,166

5,911

 Finance costs
 
76,795

73,511

 Finance income
 
(2,910
)
(3,719
)
 
 
73,885

69,792


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    48


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


26.    Investments in subsidiaries
a)    Acquisitions
The Company made the following acquisitions during the year ended September 30, 2018:
On October 6, 2017 and October 26, 2017, the Company acquired 94.79% and an additional 1.88%, respectively of the outstanding shares of Affecto Plc (Affecto) and subsequently, acquired the remaining outstanding shares in the fiscal year 2018. Affecto is a leading provider of business intelligence and enterprise information management solutions and services, headquartered in Helsinki, Finland;
On December 7, 2017, the Company acquired all outstanding shares of Paragon Solutions, Inc. (Paragon), a high-end commercial business consultancy with depth in health and life sciences and IT expertise in digital transformation and systems integration, headquartered in Cranford, New Jersey; and
On May 16, 2018, the Company acquired all outstanding shares of Facilité Informatique Canada Inc. (Facilité Informatique), an IT consulting services firm in high-demand digital services across a wide range of industries with a strong local presence in Montréal and Québec City, headquartered in Montréal, Québec.
 
The Company made the following acquisitions during the year ended September 30, 2017:
On November 3, 2016, the Company acquired all units of Collaborative Consulting, LLC, a high-end IT consulting company with specialized expertise in financial, life sciences and public sectors, headquartered in Boston, Massachusetts;
On April 19, 2017, the Company acquired all outstanding shares of Computer Technology Solutions, Inc., a high-end IT consulting company focused on commercial markets, specialized in cloud, analytics and digital transformation, headquartered in Birmingham, Alabama;
On May 12, 2017, the Company acquired all outstanding shares of eCommerce Systems, Inc., a high-end consulting IT company focused on commercial markets, specialized in cloud, analytics and digital transformation, headquartered in Denver, Colorado; and
On August 22, 2017, the Company acquired all outstanding shares of Summa Technologies, Inc., a high-end IT consulting company with expertise in digital experience and agile software development, headquartered in Pittsburgh, Pennsylvania.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    49


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


26.    Investments in subsidiaries (continued)
a)    Acquisitions (continued)
The following table presents the purchase price allocations for the above acquisitions based on the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:
 
2018

2017

 
$

$

Current assets
109,878

40,705

PP&E (Note 6)
2,614

5,488

Intangible assets
47,723

50,474

Goodwill1
209,992

238,322

Current liabilities
(89,179
)
(29,953
)
Deferred tax liabilities
(9,246
)
(3,126
)
Debt
(27,925
)
(9,648
)
 
243,857

292,262

Cash acquired
22,642

14,814

Net assets acquired
266,499

307,076

 
 
 
Consideration paid
253,428

297,875

Consideration payable2
13,071

9,201

1 The goodwill arising from the acquisitions mainly represents the future economic value associated to acquired work force and synergies with the Company’s operations. As at September 30, 2018, $44,674,000 of the goodwill is included in the U.S. Commercial and State Government operating segment, $29,081,000 in the Canada operating segment and $136,237,000 in the Northern Europe operating segment (as at September 30, 2017, all of the goodwill was included in the U.S. Commercial and State Government operating segment). The goodwill is not deductible for tax purposes (as at September 30, 2017, $191,231,000 of the goodwill was deductible for tax purposes).
2 Mostly repayable through the fiscal year 2020 with no interest for acquisitions realized during the year ended September 30, 2018 (repayable in annual installments through the fiscal year 2021 and bearing interest at a rate of 2.04% for acquisitions realized during the year ended September 30, 2017).

The purchase price allocation for Facilité Informatique is preliminary and is expected to be completed as soon as management will have gathered all the significant information available and considered necessary in order to finalize this allocation. During the year ended September 30, 2018, the Company finalized the purchase price allocations for Affecto and Paragon with no significant adjustments. In addition, during the year ended September 30, 2018, the Company finalized the purchase price allocations for the acquisitions realized in the fiscal year 2017, with adjustments resulting mainly in a decrease of intangible assets of $968,000 and an increase of goodwill of $765,000.
 
During the year ended September 30, 2018, the Company paid an amount of $9,966,000 related to acquisitions realized in the fiscal year 2018 and an additional amount of $7,385,000 related to acquisitions realized in the fiscal year 2017.

These acquisitions were made to complement the Company's proximity model and further strengthen its global capabilities across several in-demand digital transformation areas.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    50


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


26.    Investments in subsidiaries (continued)
b)    Acquisition-related and integration costs
In connection with these acquisitions, the Company expensed $37,482,000 related to acquisition-related and integration costs during the year ended September 30, 2018 ($10,306,000 during the year ended September 30, 2017). This amount includes acquisition-related costs of $1,687,000 ($1,661,000 during the year ended September 30, 2017) and integration costs of $35,795,000 ($8,645,000 during the year ended September 30, 2017). The acquisition-related costs consist mainly of professional fees incurred for the acquisitions. The integration costs mainly include termination of employments of $17,630,000 accounted for in restructuring provisions ($5,207,000 during the year ended September 30, 2017), leases of vacated premises of $10,747,000 accounted for in onerous lease provisions ($1,382,000 during the year ended September 30, 2017), as well as other integration costs of $7,418,000 ($2,056,000 during the year ended September 30, 2017).
c)     Disposal
There was no significant disposal during the year ended September 30, 2018.

27.
Supplementary cash flow information
a) Net change in non-cash working capital items is as follows for the years ended September 30:
 
 
2018

2017

 
 
$

$

 Accounts receivable
 
(106,072
)
(164,452
)
 Work in progress
 
8,290

(8,056
)
 Prepaid expenses and other assets
 
10,927

16,403

 Long-term financial assets
 
(11,448
)
(13,338
)
 Accounts payable and accrued liabilities
 
107,889

(92,873
)
 Accrued compensation
 
(10,602
)
44,837

 Deferred revenue
 
(61,827
)
(12,993
)
 Provisions
 
(31,831
)
50,777

 Long-term liabilities
 
13,866

8,612

 Retirement benefits obligations
 
493

(12,395
)
 Derivative financial instruments
 
46

3,229

 Income taxes
 
42,032

34,164

 
 
(38,237
)
(146,085
)

b) Non-cash operating and investing activities related to operations are as follows for the years ended September 30:
   
 
2018

2017

 
 
$

$

 Operating activities
 
 
 
Accounts receivable
 
(133
)
(118
)
Accounts payable and accrued liabilities
 
26,333

34,522

Provisions
 
1,516

1,571

 
 
27,716

35,975

 Investing activities
 
 
 
Purchase of PP&E
 
(17,600
)
(16,365
)
Additions to intangible assets
 
(19,441
)
(23,236
)
 
 
(37,041
)
(39,601
)



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    51


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


27.
Supplementary cash flow information (continued)
c) Changes arising from financing activities are as follows for the years ended September 30:
 
2018
 
2017
 
 
Long-term debt

Derivative financial instruments to hedge long-term debt

Long-term debt

Derivative financial instruments to hedge long-term debt

 
$

$

$

$

Balance, beginning of year
1,862,003

58,844

1,910,975

14,520

Cash used in financing activities excluding equity
 
 
 
 
Net change in unsecured committed revolving credit facility
(5,205
)

200,000


Increase of long-term debt
20,111


18,921


Repayment of long-term debt
(121,771
)

(199,841
)

Repayment of debt assumed in business acquisitions
(28,609
)

(9,119
)

Settlement of derivative financial instruments (Note 31)

(2,430
)


Non-cash financing activities
 
 
 
 
Increase in obligations under finance leases
9,192


3,508


Additions through business acquisitions
27,925


17,879


Changes in foreign currency exchange rate
50,968

(13,197
)
(69,486
)
44,324

Other
(13,721
)

(10,834
)

Balance, end of year
1,800,893

43,217

1,862,003

58,844

d) Interest paid and received and income taxes paid are classified within operating activities and are as follows for the years ended September 30:
 
 
2018

2017

 
 
$

$

 Interest paid
 
81,998

78,227

 Interest received
 
1,536

3,680

 Income taxes paid
 
261,952

244,227

e) Cash and cash equivalents consisted of unrestricted cash as at September 30, 2018 and 2017.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    52


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


28.    Segmented information
The following tables present information on the Company's operations based on its revised management structure. Segment results are based on the location from which the services are delivered - the geographic delivery model (Note 11). The Company has retrospectively revised the segmented information for the comparative period to conform to the new segmented information structure.
 
 
 
 
 
 
 
Year ended September 30, 2018
 



Northern Europe

Canada

France

U.S. Commercial and State Government

U.S. Federal

U.K.

ECS

Asia Pacific

Total

 
$

$

$

$

$

$

$

$

$

 
 
 
 
 
 
 
 
 
 
 Segment revenue
1,800,460

1,687,035

1,715,486

1,674,388

1,458,741

1,290,581

1,272,558

607,576

11,506,825

Earnings before acquisition-related and integration costs, restructuring costs, net finance costs and income tax expense1
196,823

367,843

236,207

284,181

198,140

191,514

97,627

129,399

1,701,734

 Acquisition-related and integration costs (Note 26b)








(37,482
)
 Restructuring costs (Note 24)








(100,387
)
 Net finance costs (Note 25)
















(73,885
)
 Earnings before income taxes







1,489,980

1 Total amortization and depreciation of $388,764,000 included in the Northern Europe, Canada, France, U.S. Commercial and State Government, U.S. Federal, U.K, ECS and Asia Pacific segments was $57,003,000, $66,996,000, $35,227,000, $73,198,000, $24,269,000, $76,830,000, $38,452,000 and $16,789,000, respectively for the year ended September 30, 2018.

 
 
 
 
 
 
 
Year ended September 30, 2017
 



Northern Europe

Canada

France

U.S. Commercial and State Government

U.S. Federal

U.K.

ECS

Asia Pacific

Total

 
$

$

$

$

$

$

$

$

$

 
 
 
 
 
 
 
 
 
 
 Segment revenue
1,607,942

1,605,500

1,559,869

1,554,877

1,473,478

1,286,700

1,164,350

592,350

10,845,066

Earnings before acquisition-related and integration costs, restructuring costs, net finance costs and income tax expense1
182,775

343,856

193,075

290,333

205,441

152,185

96,195

122,763

1,586,623

 Acquisition-related and integration costs (Note 26b)




 










(10,306
)
 Restructuring costs (Note 24)




 










(88,628
)
 Net finance costs (Note 25)




 










(69,792
)
 Earnings before income taxes

 





1,417,897

1 Total amortization and depreciation of $370,207,000 included in the Northern Europe, Canada, France, U.S. Commercial and State Government, U.S. Federal, U.K, ECS and Asia Pacific segments was $48,231,000, $62,050,000, $32,377,000, $67,998,000, $30,165,000, $69,506,000, $37,156,000 and $22,724,000, respectively for the year ended September 30, 2017.
The accounting policies of each operating segment are the same as those described in Note 3, Summary of significant accounting policies. Intersegment revenue is priced as if the revenue was from third parties.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    53


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


28.    Segmented information (continued)
GEOGRAPHIC INFORMATION

The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue:
 
2018

2017

 
$

$

U.S.1
3,222,912

3,118,044

 
 
 
Northern Europe
 
 
Sweden
800,221

775,093

Finland
781,346

654,155

Others
309,625

258,821

 
1,891,192

1,688,069

 
 
 
Canada
1,823,948

1,746,438

 
 
 
France
 
 
France
1,717,476

1,555,721

Others
40,962

38,445

 
1,758,438

1,594,166

 
 
 
U.K.
1,414,568

1,419,419

 
 
 
ECS
 
 
Germany
502,703

415,104

Netherlands
448,589

421,673

Others
316,689

313,238

 
1,267,981

1,150,015

 
 
 
Asia Pacific
 
 
Others
127,786

128,915

 
127,786

128,915

 
11,506,825

10,845,066

1 
External revenue included in the U.S Commercial and State Government and U.S. Federal operating segments was $1,742,336,000 and $1,480,576,000, respectively in 2018 ($1,615,359,000 and $1,502,685,000, respectively in 2017).

The following table provides information for PP&E, contract costs and intangible assets based on their location:
 
As at
September 30, 2018

As at
September 30, 2017

 
$

$

U.S.
337,191

312,909

Canada
319,604

311,667

U.K.
140,682

183,213

France
53,214

66,416

Sweden
68,463

66,953

Finland
47,512

35,363

Germany
37,331

38,310

Netherlands
25,248

25,300

Rest of the world
81,321

89,964

 
1,110,566

1,130,095



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    54


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


28.    Segmented information (continued)
INFORMATION ABOUT SERVICES
The following table provides revenue information based on services provided by the Company:    
 
2018

2017
 
$

$
 Outsourcing
 
 
IT services
4,370,194

4,640,892
BPS
1,113,310

1,128,258
 Systems integration and consulting services
6,023,321

5,075,916
 
11,506,825

10,845,066
MAJOR CLIENT INFORMATION
Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $1,379,525,000 and 12.00% of revenues for the year ended September 30, 2018 ($1,521,821,000 and 14.00% for the year ended September 30, 2017).
29.    Related party transactions
a)
Transactions with subsidiaries and other related parties
Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company owns 100% of the equity interests of its principal subsidiaries.
The Company’s principal subsidiaries whose revenues, based on the geographic delivery model, represent more than 3% of the consolidated revenues are as follows:
 Name of subsidiary
Country of incorporation
CGI Technologies and Solutions Inc.
United States
CGI Federal Inc.
United States
CGI Suomi Oy
Finland
CGI Sverige AB
Sweden
Conseillers en gestion et informatique CGI Inc.
Canada
CGI Information Systems and Management Consultants Inc.
Canada
CGI France SAS
France
CGI IT UK Limited
United Kingdom
CGI Nederland BV
Netherlands
CGI Deutschland Ltd & Co KG
Germany
CGI Information Systems and Management Consultants Private Limited
India
During the year ended September 30, 2018, the Company entered into share repurchase and conversion transactions with related parties as described in Note 18, Capital Stock.

b)
Compensation of key management personnel
Compensation of key management personnel, currently defined as the executive officers and the Board of Directors of the Company, was as follows:
 
2018

2017

 
$

$

 Short-term employee benefits
22,326

16,848
 Share-based payments
20,773

20,763


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    55


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


30.
Commitments, contingencies and guarantees
a)
Commitments
As at September 30, 2018, the Company is committed under the terms of operating leases with various expiration dates up to 2031, primarily for the rental of premises and computer equipment used in outsourcing contracts, in the aggregate amount of approximately $706,140,000, excluding costs for services and taxes.
The future minimum lease payments under non-cancellable operating leases are due as follows:
$
 
 Less than one year
167,471

 Between one and two years
141,569

 Between two and five years
279,088

 Beyond five years
118,012

The majority of the lease agreements are renewable at the end of the lease period at market rates. The lease expenditure charged to earnings during the year was $185,292,000 ($200,424,000 in 2017), net of subleases income of $12,560,000 ($14,653,000 in 2017). As at September 30, 2018, the total future minimum sublease payments expected to be received under non-cancellable subleases were $4,075,000 ($12,868,000 as at September 30, 2017).
The Company entered into long-term service and other agreements representing a total commitment of $283,469,000. Minimum payments under these agreements are due as follows:
$
 
 Less than one year
136,509

 Between one and two years
83,223

 Between two and five years
63,737


b)
Contingencies
From time to time, the Company is involved in legal proceedings, audits, litigation and claims which primarily relate to tax exposure, contractual disputes and employee claims arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts and will ultimately be resolved when one or more future events occur or fail to occur. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a materially adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities. Claims for which there is a probable unfavourable outcome are recorded in provisions (Note 12).
In addition, the Company is engaged to provide services under contracts with the U.S. Government. The contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether the Company’s operations are being conducted in accordance with these requirements. Generally, the Government has the right to change the scope of, or terminate, these projects at its convenience. The termination or reduction in the scope of a major government project could have a materially adverse effect on the results of operations and the financial condition of the Company.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    56


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


30.
Commitments, contingencies and guarantees (continued)
c)
Guarantees
Sale of assets and business divestitures
In connection with the sale of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in contractual obligations, representations and warranties, intellectual property right infringement and litigation against counterparties, among others. While some of the agreements specify a maximum potential exposure of approximately $11,350,000 in total, others do not specify a maximum amount or limited period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at September 30, 2018. The Company does not expect to incur any potential payment in connection with these guarantees that could have a materially adverse effect on its consolidated financial statements.
Other transactions
In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid and performance bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded. The Company would also be liable for the performance bonds in the event of default in the performance of its obligations. As at September 30, 2018, the Company had committed a total of $27,812,000 of these bonds. To the best of its knowledge, the Company is in compliance with its performance obligations under all service contracts for which there is a bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees, would not have a materially adverse effect on the Company’s consolidated results of operations or financial condition.
Moreover, the Company has letters of credit for a total of $78,720,000 in addition to the letters of credit covered by the unsecured committed revolving credit facility (Note 13). These guarantees are required in some of the Company’s contracts with customers.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    57


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.    Financial instruments
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following table presents the financial liabilities included in the long-term debt (Note 13) measured at amortized cost categorized using the fair value hierarchy.
 
 
As at September 30, 2018
 
As at September 30, 2017
 
 
Level
Carrying amount

Fair value

Carrying amount

Fair value

      
 
$

$

$

$

 Financial liabilities for which fair value is disclosed
 
 
 
 
 
 Other liabilities
 
 
 
 
 
Senior U.S. and euro unsecured notes
Level 2
1,517,334

1,550,329

1,542,428

1,638,980

Unsecured committed revolving credit facility
Level 2
194,795

194,795

200,000

200,000

Obligations other than finance leases
Level 2
30,124

29,130

61,703

60,847

Obligations under finance leases
Level 2
29,909

29,193

29,794

29,667

Other long-term debt
Level 2
28,731

27,674

28,078

27,348

 
 
1,800,893

1,831,121

1,862,003

1,956,842


The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:
 
Level
As at September 30, 2018
 
As at September 30, 2017
 
 
 
$
 
$
 
 Financial assets
 
 
 
 
 
 Financial assets at fair value through earnings
 
 
 
 
 
Cash and cash equivalents
Level 2
 
184,091

 
165,872

Deferred compensation plan assets (Note 10)
Level 1
 
56,900

 
46,906

 
 

240,991

 
212,778

Derivative financial instruments designated as
     hedging instruments
 
 
 
 
 
Current derivative financial instruments
Level 2
 
12,395

 
8,152

Long-term derivative financial instruments (Note 10)
Level 2
 
11,312

 
24,939

 
 

23,707

 
33,091

 Available-for-sale
 
 
 
 
 
Long-term bonds included in funds held for clients (Note 5)
Level 2
 
184,401

 
195,509

Long-term investments (Note 10)
Level 2
 
30,054

 
23,047

 
 
 
214,455

 
218,556

 Financial liabilities
 
 
 
 
 
 Derivative financial instruments designated as
      hedging instruments
 
 
 
 
 
Current derivative financial instruments
Level 2
 
39,418


12,069

Long-term derivative financial instruments
Level 2
 
77,754


82,365

 
 
 
117,172

 
94,434

There have been no transfers between Level 1 and Level 2 for the years ended September 30, 2018 and 2017.



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    58


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.
Financial instruments (continued)
FAIR VALUE MEASUREMENTS (CONTINUED)
The following table summarizes the fair value of outstanding derivative financial instruments:
 
Recorded in derivative financial instruments
As at
September 30, 2018

As at
September 30, 2017

 
 
$

$

Hedges of net investments in European operations
 
 
 
$762,100 cross-currency swaps in euro ($831,400 as at September 30, 2017)
Current assets
8,545

2,907

Long-term assets

14,539

Long-term liabilities
6,560


 
 
 
 
$58,419 cross-currency swaps in Swedish krona (nil as at September 30, 2017)
Long-term assets
2,553


 
 
 
 
$136,274 cross-currency swaps in British pound (nil as at September 30, 2017)
Long-term assets
6,311


 
 
 
 
Cash flow hedges of future revenue
 
 
 
 
 
 
 
U.S.$126,537 foreign currency forward contracts between the U.S. dollar and the Indian rupee (U.S.$65,691 as at September 30, 2017)
Current assets
16

37

Long-term assets
89

162

Current liabilities
3,884

330

Long-term liabilities
4,952

427

 
 
 
 
$267,104 foreign currency forward contracts between the Canadian dollar and the Indian rupee ($146,881 as at September 30, 2017)
Current assets
3,417

4,644

Long-term assets
1,573

7,429

Current liabilities
4,254

554

Long-term liabilities
8,651

969

 
 
 
 
€103,588 foreign currency forward contracts between the euro and the Indian rupee (€21,483 as at September 30, 2017)
Current assets
16


Long-term assets
73


Current liabilities
2,936

275

Long-term liabilities
4,601

366

 
 
 
 
£85,674 foreign currency forward contracts between the British pound and the Indian rupee (£29,034 as at September 30, 2017)
Current assets
12

24

Long-term assets
53


Current liabilities
2,697

771

Long-term liabilities
3,516

895

 
 
 
 
€74,818 foreign currency forward contracts between the euro and the British pound (€75,374 as at September 30, 2017)
Current assets
69

33

Long-term assets
8

70

Current liabilities
1,289

1,477

Long-term liabilities
1,576

1,987

 
 
 
 
€63,064 foreign currency forward contracts between the euro and the Moroccan dirham (€53,527 as at September 30, 2017)
Current assets
71


Long-term assets
415

2,669

Current liabilities
1,106

1,681

Long-term liabilities
2,322

5,427

 
 
 
 
Other foreign currency forward contracts
Current assets
249

507

Long-term assets
158

70

Current liabilities
1,302

231

Long-term liabilities
1,055

345

 
 
 
 

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    59


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.    Financial instruments (continued)
FAIR VALUE MEASUREMENTS (CONTINUED)
 
Recorded in derivative financial instruments
As at
September 30, 2018

As at
September 30, 2017

 
 
$

$

Cash flow hedges on Senior U.S. unsecured notes
 
 
 
U.S.$550,000 cross-currency swaps to Canadian dollar (U.S.$600,000 as at September 30, 2017)
Current liabilities
21,950

6,750

Long-term liabilities
32,175

69,540

 
 
 
 
U.S.$45,000 cross-currency swaps to Canadian dollar (nil as at September 30, 2017)
Long-term liabilities
20


 
 
 
 
U.S.$105,000 cross-currency swaps to Canadian dollar (nil as at September 30, 2017)
Long-term assets
79


 
 
 
 
Fair value hedges of Senior U.S. unsecured notes
 
 
 
U.S.$250,000 interest rate swaps fixed-to-floating (U.S.$250,000 as at September 30, 2017)
Long-term liabilities
12,326

2,409

 
 
 
 
Valuation techniques used to value financial instruments are as follows:
-
The fair value of Senior U.S. and euro unsecured notes, the unsecured committed revolving credit facility and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;
-
The fair value of long-term bonds included in funds held for clients and in long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm's-length basis;
-
The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period;
-
The fair value of cross-currency swaps and interest rate swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated cash flows;
-
The fair value of cash and cash equivalents is determined using observable quotes; and
-
The fair value of deferred compensation plan assets within long-term financial assets is based on observable price quotations at the reporting date.
As at September 30, 2018, there were no changes in valuation techniques.
The Company expects that approximately $35,330,000 of the accumulated net unrealized loss, which correspond to the effective portion of the change in fair value of the derivative financial instruments designated as cash flow hedges, will be reclassified in the consolidated statements of earnings in the next 12 months.
During the year ended September 30, 2018, the Company’s hedging relationships were effective.

MARKET RISK
Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk and currency risk, affect the fair values of financial assets and liabilities.
Interest rate risk
The Company has interest rate swaps whereby the Company receives a fixed rate of interest and pays interest at a variable rate on the notional amount of a portion of its Senior U.S. unsecured notes. These swaps are being used to hedge the exposure to changes in the fair value of the debt.
The Company is also exposed to interest rate risk on its unsecured committed revolving credit facility.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    60


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.
Financial instruments (continued)
MARKET RISK (CONTINUED)
Interest rate risk (continued)
The Company analyzes its interest rate risk exposure on an ongoing basis using various scenarios to simulate refinancing or the renewal of existing positions. Based on these scenarios, a change in the interest rate of 1% would not have had a significant impact on net earnings and comprehensive income.
Currency risk
The Company operates internationally and is exposed to risk from changes in foreign currency exchange rates. The Company mitigates this risk principally through foreign currency denominated debt and derivative financial instruments, which includes foreign currency forward contracts and cross-currency swaps.
The Company hedges a portion of the translation of the Company’s net investments in its U.S. and European operations into Canadian dollar, with Senior U.S. and euro unsecured notes. The Company also hedges a portion of the translation of the Company’s net investments in its European operations with cross-currency swaps.
During the year ended September 30, 2018, the Company entered into Canadian dollar to British pound cross-currency swap agreements for a notional amount of $136,274,000 designated as hedging instruments of the Company’s net investment in the U.K. operations. In addition, during the year ended September 30, 2018, the Company also entered into Canadian dollar to Swedish krona cross-currency swap agreements for a notional amount of $58,419,000 designated as hedging instruments of the Company's net investment in Swedish operations.
During the year ended September 30, 2018, the Company has entered into cross-currency swap agreements, for a notional amount of U.S.$150,000,000, related to the U.S. tranche of the Senior unsecured notes which has a maturity date of September 2024, to hedge the variability in the exchange rate between the U.S. and Canadian dollar. The cross-currency swaps are designated as cash flow hedges.
During the year ended September 30, 2018, the Company settled cross-currency swaps with a notional amount of $69,300,000 for a net amount of $2,430,000. The loss on settlements was recognized in other comprehensive income and will be transferred to earnings when the net investment is disposed of.
The Company enters into foreign currency forward contracts to hedge the variability in various foreign currency exchange rates on future revenues. Hedging relationships are designated and documented at inception and quarterly effectiveness assessments are performed during the year.
The Company is mainly exposed to fluctuations in the Swedish krona, the U.S. dollar, the euro and the British pound. The following table details the Company’s sensitivity to a 10% strengthening of the Swedish krona, the U.S. dollar, the euro and the British pound foreign currency rates on net earnings and comprehensive income against the Canadian dollar. The sensitivity analysis on net earnings presents the impact of foreign currency denominated financial instruments and adjusts their translation at period end for a 10% strengthening in foreign currency rates. The sensitivity analysis on other comprehensive income presents the impact of a 10% strengthening in foreign currency rates on the fair value of foreign currency forward contracts designated as cash flow hedges and on net investment hedges.
 
 
 
 
2018

 
 
 
2017

 
Swedish krona impact

U.S. dollar impact

euro
impact

British pound impact

Swedish
krona impact

U.S. dollar
 impact

euro
impact

British pound impact

 
$

$

$

$

$

$

$

$

 (Decrease) increase in net
   earnings
(906
)
(4,870
)
(778
)
(2,695
)
(860
)
(1,174
)
2,383

(539
)
 Decrease in other
   comprehensive income
(6,522
)
(65,337
)
(107,722
)
(25,018
)
(1,839
)
(74,974
)
(93,866
)
(4,788
)


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    61


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.
Financial instruments (continued)
LIQUIDITY RISK
Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due or can do so only at excessive cost. The Company’s activities are financed through a combination of the cash flows from operations, borrowing under existing unsecured committed revolving credit facility, the issuance of debt and the issuance of equity. One of management’s primary goals is to maintain an optimal level of liquidity through the active management of the assets and liabilities as well as the cash flows.
The following tables summarize the carrying amount and the contractual maturities of both the interest and principal portion of financial liabilities. All amounts contractually denominated in foreign currency are presented in Canadian dollar equivalent amounts using the period-end spot rate.
  As at September 30, 2018
Carrying amount

Contractual cash flows

Less than one year

Between one and
two years

Between
two and five years 

Beyond
five years

 
$

$

$

$

$

$

 Non-derivative financial liabilities
 
 
 
 
 
 
Accounts payable and accrued liabilities
1,134,802

1,134,802

1,134,802




Accrued compensation
602,245

602,245

602,245




Senior U.S. and euro unsecured notes
1,517,334

1,753,402

354,575

113,955

814,337

470,535

Unsecured committed revolving credit facility
194,795

222,331

6,573

6,591

209,167


Obligations other than finance leases
30,124

30,794

19,319

9,393

2,082


Obligations under finance leases
29,909

30,976

12,909

10,005

8,062


Other long-term debt
28,731

29,155

20,302

1,613

5,826

1,414

Clients’ funds obligations
328,324

328,324

328,324




 Derivative financial liabilities












Cash flow hedges of future revenue
37,922











Outflow


49,173

18,120

16,901

14,152


(Inflow)


(6,693
)
(4,012
)
(1,830
)
(851
)

Cross-currency swaps
43,217











Outflow


988,595

326,950

80,922

304,798

275,925

(Inflow)


(1,020,985
)
(328,646
)
(88,027
)
(315,349
)
(288,963
)
Interest rate swaps
12,326











Outflow


61,279

17,508

17,508

26,263


(Inflow)


(56,434
)
(16,124
)
(16,124
)
(24,186
)

 
3,959,729

4,146,964

2,492,845

150,907

1,044,301

458,911



CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    62


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.
Financial instruments (continued)
LIQUIDITY RISK (CONTINUED)
  As at September 30, 2017
Carrying amount

Contractual cash flows

Less than one year

Between one and
two years

Between
two and five years

Beyond
five years

 
$

$

$

$

$

$

 Non-derivative financial liabilities
 
 
 
 
 
 
Accounts payable and accrued liabilities
1,004,307

1,004,307

1,004,307




Accrued compensation
578,886

578,886

578,886




Senior U.S. and euro unsecured notes
1,542,428

1,823,352

124,201

343,207

818,095

537,849

Unsecured committed revolving credit facility
200,000

226,810

6,400

6,400

214,010


Obligations other than finance leases
61,703

63,454

33,850

18,623

10,981


Obligations under finance leases
29,794

31,109

14,086

8,341

8,682


Other long-term debt
28,078

28,787

13,986

2,988

9,130

2,683

Clients’ funds obligations
314,233

314,233

314,233




 Derivative financial liabilities






Cash flow hedges of future revenue
90






Outflow

17,036

5,486

6,530

5,020


(Inflow)

(16,989
)
(5,417
)
(5,083
)
(6,489
)

Cross-currency swaps
58,844






Outflow

849,762

83,877

317,085

291,798

157,002

(Inflow)

(846,228
)
(91,446
)
(310,451
)
(291,936
)
(152,395
)
Interest rate swaps
2,409






Outflow

63,248

14,055

14,055

35,138


(Inflow)

(70,222
)
(15,605
)
(15,605
)
(39,012
)

 
3,820,772

4,067,545

2,080,899

386,090

1,055,417

545,139

As at September 30, 2018, the Company held cash and cash equivalents and long-term investments of $214,145,000 ($188,919,000 as at September 30, 2017). The Company also had available $1,295,595,000 in unsecured committed revolving credit facility ($1,290,369,000 as at September 30, 2017). As at September 30, 2018, trade accounts receivable amounted to $1,126,772,000 (Note 4) ($931,530,000 as at September 30, 2017). Given the Company’s available liquid resources as compared to the timing of the payments of liabilities, management assesses the Company’s liquidity risk to be low.

CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    63


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


31.
Financial instruments (continued)
CREDIT RISK
The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable and long-term investments. The maximum exposure of credit risk is generally represented by the carrying amount of these items reported on the consolidated balance sheets.
The Company is exposed to credit risk in connection with long-term investments through the possible inability of borrowers to meet the terms of their obligations. The Company mitigates this risk by investing primarily in high credit quality corporate and government bonds with a credit rating of A or higher.
The Company has accounts receivable derived from clients engaged in various industries including governmental agencies, finance, telecommunications, manufacturing and utilities that are not concentrated in any specific geographic area. These specific industries may be affected by economic factors that may impact trade accounts receivable. However, management does not believe that the Company is subject to any significant credit risk in view of the Company’s large and diversified client base. Overall, management does not believe that any single industry or geographic region represents a significant credit risk to the Company.
The following table sets forth details of the age of trade accounts receivable that are past due:
 
2018

2017

 
$

$

 Not past due
951,277

806,041

 Past due 1-30 days
109,668

79,016

 Past due 31-60 days
27,806

25,262

 Past due 61-90 days
17,005

8,999

 Past due more than 90 days
25,768

16,969

 
1,131,524

936,287

 Allowance for doubtful accounts
(4,752
)
(4,757
)
 
1,126,772

931,530

The carrying amount of trade accounts receivable is reduced by an allowance account and the amount of the loss is recognized in the consolidated statements of earnings within costs of services, selling and administrative. When a receivable balance is considered uncollectible, it is written off against the allowance for doubtful accounts. Subsequent recoveries of amounts previously written off are credited against costs of services, selling and administrative in the consolidated statements of earnings.


CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    64


Notes to the Consolidated Financial Statements
For the years ended September 30, 2018 and 2017
(tabular amounts only are in thousands of Canadian dollars, except per share data)


32.
Capital risk management
The Company is exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth. The main objectives of the Company’s risk management process are to ensure that risks are properly identified and that the capital base is adequate in relation to these risks.
The Company manages its capital to ensure that there are adequate capital resources while maximizing the return to shareholders through the optimization of the debt and equity balance. As at September 30, 2018, total managed capital1 was $8,699,845,000 ($8,253,548,000 as at September 30, 2017). Managed capital consists of long-term debt, including the current portion (Note 13), cash and cash equivalents, long-term investments (Note 10) and shareholders’ equity. The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in the business environment. When capital needs have been specified, the Company’s management proposes capital transactions for the approval of the Company’s Audit and Risk Management Committee and Board of Directors. The capital risk policy remains unchanged from prior periods.
The Company monitors its capital by reviewing various financial metrics, including the following:
-
Net Debt1/Capitalization1 
-
Debt/EBITDA1 
Net debt, capitalization and EBITDA are additional measures. Net debt represents debt (including the current portion and the fair value of foreign currency derivative financial instruments related to debt) less cash and cash equivalents and long-term investments. Capitalization is shareholders’ equity plus debt. EBITDA is calculated as earnings from continuing operations before finance costs, income taxes, depreciation, amortization, restructuring costs and acquisition-related and integration costs. The Company believes that the results of the current internal ratios are consistent with its capital management's objectives.
The Company is subject to external covenants on its Senior U.S. and euro unsecured notes and unsecured committed revolving credit facility. The ratios are as follows:
-
Leverage ratios1, which are the ratio of total debt to EBITDA for its Senior U.S. and euro unsecured notes and the ratio of total debt net of cash and cash equivalent investments to EBITDA for its unsecured committed revolving credit facility for the four most recent quarters2.
-
An interest and rent coverage ratio1, which is the ratio of the EBITDAR1 for the four most recent quarters to the total finance costs and the operating rentals in the same periods. EBITDAR is calculated as EBITDA before rent expense2.
-
In the case of the Senior U.S. and euro unsecured notes, a minimum net worth is required, whereby shareholders’ equity, excluding foreign exchange translation adjustments included in accumulated other comprehensive income, cannot be less than a specified threshold.
These ratios are calculated on a consolidated basis.
The Company is in compliance with these covenants and monitors them on an ongoing basis. The ratios are also reviewed quarterly by the Company’s Audit and Risk Management Committee. The Company is not subject to any other externally imposed capital requirements.

1
Non-GAAP measure.
2 In the event of an acquisition, the available historical financial information of the acquired company will be used in the computation of the ratios.




CGI Group Inc. – Consolidated Financial Statements for the years ended September 30, 2018 and 2017    65