40-F/A
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 40-F/A
Amendment No. 1
(Check one)
     
o   Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
     
þ   Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2010
Commission file number 1-14858
GROUPE CGI INC./CGI GROUP INC.
(Exact name of Registrant as Specified in Its Charter)
CGI Group Inc.
(Translation of Registrant’s Name Into English)
Québec, Canada
(Province or Other Jurisdiction of Incorporation or Organization)
7374
(Primary Standard Industrial Classification Code Number)
[Not Applicable]
(I.R.S. Employer Identification Number)
1130 Sherbrooke Street West
7th Floor
Montréal, Québec
Canada H3A 2M8
(514) 841-3200
(Address and Telephone Number of Registrant’s Principal Executive Offices)
CGI Technologies and Solutions Inc.
11325 Random Hills
Fairfax, VA 22030
(703) 267-8679
(Name, Address and Telephone Number of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
     
Title Of Each Class   Name Of Each Exchange On Which Registered
 
   
Class A Subordinate Voting Shares
  New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed with this form:
þ Annual Information Form                     þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 237,684,791 Class A Subordinate Shares, 33,608,159 Class B Shares
Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the registrant in connection with such rule. Yes o     82- ___     No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files). Yes o     No o
 
 

 


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SIGNATURES
EXHIBIT INDEX
EX-23.1
EX-23.2
EX-99.1
EX-99.2
EX-99.3
EX-99.4


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EXPLANATORY NOTE
This Form 40-F/A amends our Annual Report on Form 40-F for the year ended September 30, 2010 filed on December 23, 2010 (the “Original Filing”), solely for the purpose of filing the Reports of Independent Registered Chartered Accountants relating to the consolidated balance sheets of CGI Group Inc. and subsidiaries as at September 30, 2010, 2009 and 2008 and the related consolidated statements of earnings, comprehensive income, retained earnings and cash flows for each of the years then ended included in the Audited Annual Financial Statements for the fiscal year ended September 30, 2010 and the corresponding consents of Ernst & Young LLP and Deloitte & Touche LLP. Other than the changes described in the preceding sentence, this amendment does not amend or modify any disclosures in the Original Filing. This Form 40-F/A does not reflect events occurring after the date of the Original Filing or amend, modify or update disclosures affected by subsequent events.
Information to be Filed on This Form
     The following materials are filed as a part of this Amendment No. 1 to Annual Report:
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 accounting principles generally accepted in Canada and necessarily include some amounts that are based on management’s best estimates and judgment. Financial and operating data elsewhere in the MD&A are consistent with that contained in the accompanying consolidated financial statements.
To fulfill its responsibility, management has developed, and continues to maintain, systems of internal controls reinforced by the Company’s standards of conduct and ethics, as set out in written policies to ensure the reliability of the financial information and to safeguard its assets. The Company’s internal control over financial reporting and consolidated financial statements are subject to audit by the independent auditors, Ernst & Young LLP, whose report follows. They were appointed as independent auditors, by a vote of the Company’s shareholders, to conduct an integrated audit of the Company’s consolidated financial statements and of the Company’s internal control over financial reporting. In addition, the Management Committee of the Company reviews the disclosure of corporate information and oversees the functioning of the Company’s disclosure controls and procedures.
Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the Company, meet regularly with the independent auditors and with management to discuss internal controls in the financial reporting process, auditing matters and financial reporting issues and formulates the appropriate recommendations to the Board of Directors. The independent auditors have unrestricted access to the Audit and Risk Management Committee. The consolidated financial statements and MD&A have been reviewed and approved by the Board of Directors.
     
(signed)
  (signed)
Michael E. Roach
  R. David Anderson
President and Chief Executive Officer
  Executive Vice-President and Chief Financial Officer
November 8, 2010
   

 


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MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in Canada.
The Company’s internal control over financial reporting includes policies and procedures that:
  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;
 
  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in Canada, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and,
 
  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
All internal control systems have inherent limitations; therefore, even where internal control over financial reporting is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
There were two exclusions from our assessment. Our interest in a joint venture was excluded from our assessment as we do not have the ability to dictate or modify the joint venture’s internal control over financial reporting, and we do not have the practical ability to assess those controls. Our interest in the joint venture represents approximately 1% of our consolidated total assets and approximately 2% of our consolidated revenue as at and for the year ended September 30, 2010. We have assessed the Company’s internal controls over the inclusion of our share of the joint venture and its results for the year in our consolidated financial statements. In addition, management’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Stanley, Inc. (“Stanley”) which was acquired six weeks prior to the Company’s fiscal year-end. Our assessment is limited to the internal controls over the inclusion of its financial position and results in our consolidated financial statements. Stanley’s operations represent approximately 28% of our consolidated total assets (including intangible assets and goodwill) and approximately 3% of our consolidated revenue for the year ended September 30, 2010. The exclusion is due to the short time frame between the consummation date of the acquisition and the date of management’s assessment.
As of the end of the Company’s 2010 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. Based on this assessment, management has determined the Company’s internal control over financial reporting as at September 30, 2010, was effective.
The effectiveness of the Company’s internal control over financial reporting as at September 30, 2010, has been audited by the Company’s independent auditors, as stated in their report appearing on page 42.
     
(signed)
  (signed)
Michael E. Roach
  R. David Anderson
President and Chief Executive Officer
  Executive Vice-President and Chief Financial Officer
November 8, 2010
   
         
CGI group Inc.          2010 Annual report       41

 


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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 at September 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“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’s 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.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of its interest in a joint venture, which is included in the 2010 consolidated financial statements of the Company, and constituted approximately 1% of total assets as of September 30, 2010 and approximately 2% of revenues for the year then ended. In addition, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Stanley, Inc., acquired six weeks prior to the Company’s fiscal year-end, which is included in the 2010 consolidated financial statements of the Company and constituted approximately 28% of total assets (including intangible assets and goodwill) as of September 30, 2010 and approximately 3% of revenues for the year then ended. Our audit of internal control over financial reporting of CGI Group Inc. also did not include an evaluation of the internal control over financial reporting of its interest in a joint venture and of Stanley, Inc.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2010 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, 2010, and our report dated November 8, 2010 expressed an unqualified opinion thereon.
(signed)1
Ernst & Young LLP
Chartered Accountants
Montréal, Canada
November 8, 2010
 
1   Chartered accountant auditor permit No. 15859
         
CGI group Inc.          2010 Annual report       42

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS
To the Board of Directors and Shareholders of CGI Group Inc.
We have audited the consolidated balance sheet of CGI Group Inc. (the “Company”) as at September 30, 2010 and the consolidated statements of earnings, comprehensive income, retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company for the years ended September 30, 2009 and 2008, were audited by other auditors whose report dated November 8, 2009, expressed an unqualified opinion on those statements, prior to the adjustments described in note 2 and note 28 to these financial statements that were applied to restate the 2009 and 2008 financial statements.
We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 2010 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as at September 30, 2010 and the consolidated results of its operations and its cash flows for the year then ended in conformity with Canadian generally accepted accounting principles.
As explained in note 2 to the consolidated financial statements, in 2010, the Company adopted the requirements of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements, Section 1602, Non-Controlling Interests, and amendments to Section 3862, Financial Instruments—Disclosures. As explained in note 28, in 2010 the Company adopted the requirements of the Financial Accounting Standards Board’s (“FASB”) ASC Topic 805, Business Combinations. We also audited the adjustments that were applied to restate the 2009 and 2008 financial statements for these changes. In our opinion, such adjustments are appropriate and have been properly applied.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 8, 2010 expressed an unqualified opinion thereon.
(signed)1
Ernst & Young LLP
Chartered Accountants
Montréal, Canada
November 8, 2010
 
1   Chartered accountant auditor permit No. 15859
     
CGI group Inc.          2010 Annual report   43


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REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of CGI Group Inc.
We have audited, before the effects of the adjustments to retrospectively apply the change in accounting policies discussed in note 2 and note 28 to the consolidated financial statements, the consolidated balance sheet of CGI Group Inc. and subsidiaries (the “Company”) as at September 30, 2009 and the related consolidated statements of earnings, comprehensive income, retained earnings and cash flows for each of the two years in the period ended September 30, 2009 (the 2009 and 2008 consolidated financial statements before the effects of the adjustments discussed in note 2 and note 28 to the consolidated financial statements are not presented herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting policies discussed in note 2 and note 28 to the consolidated financial statements, present fairly, in all material respects, the financial position of CGI Group Inc. and subsidiaries as at September 30, 2009 and the results of their operations and their cash flows for each of the years in the two-year period ended September 30, 2009, in accordance with Canadian generally accepted accounting principles.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting policy discussed in note 2 and note 28 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.
(signed)1
Deloitte & Touche LLP
Independent Registered Chartered Accountants
Montréal, Canada
November 8, 2009
 
1 Chartered accountant auditor permit No. 17046

43.1


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Consolidated Financial Statements
Consolidated Statements of Earnings
                         
            2009     2008  
            (Restated     (Restated  
Years ended September 30 (in thousands of Canadian dollars, except share data)   2010     Note 2a)     Note 2a)  
 
 
    $       $       $  
Revenues
    3,732,117       3,825,161       3,705,863  
 
Operating expenses
                       
Costs of services, selling and administrative (Note 17)
    3,025,823       3,170,406       3,110,760  
Amortization (Note 14)
    195,308       195,761       163,172  
Acquisition-related and integration costs (Note 18a)
    20,883              
Interest on long-term debt
    17,123       18,960       27,284  
Interest income
    (2,419 )     (2,908 )     (5,570 )
Other (income) expenses
    (952 )     3,569       3,341  
Foreign exchange (gain) loss
    (916 )     (1,747 )     1,445  
Gain on sale of capital assets
    (469 )            
 
 
    3,254,381       3,384,041       3,300,432  
 
Earnings from continuing operations before income taxes
    477,736       441,120       405,431  
Income tax expense (Note 16)
    114,970       125,223       106,297  
 
Earnings from continuing operations
    362,766       315,897       299,134  
Earnings (loss) from discontinued operations, net of income taxes (Note 19)
          1,308       (5,134 )
 
Net earnings
    362,766       317,205       294,000  
 
 
                       
Attributable to:
                       
Shareholders of CGI Group Inc.
                       
Earnings from continuing operations
    362,386       315,158       298,266  
Earnings (loss) from discontinued operations
          1,308       (5,134 )
 
Net earnings attributable to shareholders of CGI Group Inc.
    362,386       316,466       293,132  
 
Non-controlling interest
                       
Net earnings attributable to non-controlling interest
    380       739       868  
 
Net earnings
    362,766       317,205       294,000  
 
Basic earnings (loss) per share attributable to shareholders of CGI Group Inc.
                       
Continuing operations (Note 13)
    1.27       1.03       0.94  
Discontinued operations
                (0.02 )
 
 
    1.27       1.03       0.92  
 
 
                       
Diluted earnings (loss) per share attributable to shareholders of CGI Group Inc.
                       
Continuing operations (Note 13)
    1.24       1.02       0.92  
Discontinued operations
                (0.02 )
 
 
    1.24       1.02       0.90  
 
See Notes to the consolidated financial statements.
         
CGI group Inc.          2010 Annual report       44

 


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Consolidated Statements of Comprehensive Income
                         
            2009     2008  
            (Restated     (Restated  
Years ended September 30 (in thousands of Canadian dollars)   2010     Note 2a)     Note 2a)  
 
 
    $       $       $  
Net earnings
    362,766       317,205       294,000  
 
Net unrealized (losses) gains on translating financial statements of self-sustaining foreign operations (net of income taxes)
    (53,598 )     6,249       66,200  
Net unrealized gains (losses) on translating long-term debt designated as hedges of net investments in self-sustaining foreign operations (net of income taxes)
    15,806       15,739       (538 )
Net unrealized gains (losses) on cash flow hedges (net of income taxes)
    2,036       13,446       (1,013 )
 
Other comprehensive (loss) income (Note 15)
    (35,756 )     35,434       64,649  
 
Comprehensive income
    327,010       352,639       358,649  
 
Attributable to:
                       
Shareholders of CGI Group Inc.
    326,630       351,900       357,781  
Non-controlling interest
    380       739       868  
 
See Notes to the consolidated financial statements.
Consolidated Statements of Retained Earnings
                         
            2009     2008  
            (Restated     (Restated  
Years ended September 30 (in thousands of Canadian dollars)   2010     Note 2a)     Note 2a)  
 
 
    $       $       $  
Retained earnings, beginning of year
    1,182,237       921,380       750,138  
Net earnings attributable to shareholders of CGI Group Inc.
    362,386       316,466       293,132  
Excess of purchase price over carrying value of Class A subordinate shares acquired (Note 11)
  (347,940 )     (55,609 )     (121,890 )
Change in subsidiary investment
    (297 )            
 
Retained earnings, end of year
    1,196,386       1,182,237       921,380  
 
See Notes to the consolidated financial statements.
         
CGI group Inc.          2010 Annual report       45

 


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Consolidated Balance Sheets
                 
            2009  
            (Restated  
As at September 30 (in thousands of Canadian dollars)   2010     Note 2a)  
 
 
    $       $  
 
               
Assets
               
Current assets
               
Cash and cash equivalents (Note 3)
    127,824       343,427  
Short-term investments
    13,196        
Accounts receivable (Note 4)
    423,926       461,291  
Work in progress
    358,984       249,022  
Prepaid expenses and other current assets
    76,844       82,237  
Income taxes
    7,169       2,759  
Future income taxes (Note 16)
    16,509       15,110  
 
Total current assets before funds held for clients
    1,024,452       1,153,846  
Funds held for clients
    248,695       332,359  
 
Total current assets
    1,273,147       1,486,205  
Capital assets (Note 5)
    238,024       212,418  
Intangible assets (Note 6)
    516,754       455,775  
Other long-term assets (Note 7)
    42,261       60,558  
Future income taxes (Note 16)
    11,592       10,173  
Goodwill (Note 8)
    2,525,413       1,674,781  
 
 
    4,607,191       3,899,910  
 
 
               
Liabilities
               
Current liabilities
               
Accounts payable and accrued liabilities
    304,376       306,826  
Accrued compensation
    191,486       165,981  
Deferred revenue
    145,793       136,135  
Income taxes
    86,877       88,002  
Future income taxes (Note 16)
    26,423       50,250  
Current portion of long-term debt (Note 10)
    114,577       17,702  
 
Total current liabilities before clients’ funds obligations
    869,532       764,896  
Clients’ funds obligations
    248,695       332,359  
 
Total current liabilities
    1,118,227       1,097,255  
Future income taxes (Note 16)
    170,683       171,697  
Long-term debt (Note 10)
    1,039,299       265,428  
Other long-term liabilities (Note 9)
    119,899       83,934  
 
 
    2,448,108       1,618,314  
 
Commitments, contingencies and guarantees (Note 25)
               
Shareholders’ equity
               
Retained earnings
    1,196,386       1,182,237  
Accumulated other comprehensive loss (Note 15)
    (321,746 )     (285,990 )
 
 
    874,640       896,247  
Capital stock (Note 11)
    1,195,069       1,298,270  
Contributed surplus (Note 12c)
    82,922       80,737  
 
Equity attributable to shareholders of CGI Group Inc.
    2,152,631       2,275,254  
Equity attributable to non-controlling interest
    6,452       6,342  
 
 
    2,159,083       2,281,596  
 
 
    4,607,191       3,899,910  
 
    See Notes to the consolidated financial statements.
             
Approved by the Board
  (signed)
Director
Michael E. Roach
  (signed)
Director
Serge Godin
   
         
CGI group Inc.          2010 Annual report       46


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Consolidated Statements of Cash Flows
                         
            2009     2008  
            (Restated     (Restated  
Years ended September 30 (in thousands of Canadian dollars)   2010     Note 2a)     Note 2a)  
 
 
    $       $       $  
Operating activities
                       
Earnings from continuing operations
    362,766       315,897       299,134  
Adjustments for:
                       
Amortization (Note 14)
    219,740       218,087       186,120  
Future income taxes (Note 16)
    (21,417 )     29,300       (22,675 )
Foreign exchange (gain) loss
    (828 )     723       1,846  
Stock-based compensation (Note 12a)
    15,517       8,617       5,131  
Gain on sale of capital assets
    (469 )            
Net change in non-cash working capital items (Note 21a)
    (22,942 )     57,620       (113,886 )
 
Cash provided by continuing operating activities
    552,367       630,244       355,670  
 
 
                       
Investing activities
                       
Purchase of short-term investments
    (12,940 )            
Business acquisitions (net of cash acquired) (Note 18)
    (899,564 )     (997 )     (3,911 )
Proceeds from sale of assets and businesses (net of cash disposed)
    4,100       4,991       29,238  
Purchase of capital assets
    (47,684 )     (69,212 )     (60,983 )
Proceeds from disposal of capital assets
    896              
Additions to intangible assets
    (69,722 )     (62,367 )     (60,942 )
Decrease in other long-term assets
                3,019  
 
Cash used in continuing investing activities
    (1,024,914 )     (127,585 )     (93,579 )
 
 
                       
Financing activities
                       
Use of credit facilities
    939,394       144,694       90,305  
Repayment of credit facilities
    (82,684 )     (157,505 )     (196,533 )
Repayment of long-term debt
    (125,168 )     (117,752 )     (10,153 )
Proceeds on settlement of forward contracts (Note 10)
          18,318        
Repurchase of Class A subordinate shares (including share repurchase costs)
    (516,699 )     (101,698 )     (216,208 )
Issuance of shares
    53,039       16,141       32,423  
Change in subsidiary investment
    (571 )     (425 )      
 
Cash provided by (used in) continuing financing activities
    267,311       (198,227 )     (300,166 )
 
Effect of foreign exchange rate changes on cash and cash equivalents from continuing operations
    (10,367 )     (11,300 )     398  
 
Net (decrease) increase in cash and cash equivalents from continuing operations
    (215,603 )     293,132       (37,677 )
Net cash and cash equivalents provided by (used in) discontinued operations (Note 19)
          161       (1,068 )
Cash and cash equivalents, beginning of year
    343,427       50,134       88,879  
 
Cash and cash equivalents, end of year (Note 3)
    127,824       343,427       50,134  
 
Supplementary cash flow information (Note 21)
See Notes to the consolidated financial statements.
         
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Notes to the Consolidated Financial Statements
Years ended September 30, 2010, 2009 and 2008
(tabular amounts only are in thousands of Canadian dollars, except share data)
Note 1
Description of business
CGI Group Inc. (the “Company”), directly or through its subsidiaries, manages information technology services (“IT services”), including outsourcing, systems integration and consulting, software licenses and maintenance, as well as business process services (“BPS”) to help clients cost effectively realize their strategies and create added value.
Note 2
Summary of significant accounting policies
The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”), which differ in certain material respects from U.S. GAAP. A reconciliation between Canadian and U.S. GAAP can be found in Note 28. Certain comparative figures have been reclassified in order to conform to the presentation adopted in 2010.
CHANGES IN ACCOUNTING POLICIES
On October 1, 2009, the Company elected to adopt the following Handbook Sections issued by the Canadian Institute of Chartered Accountants (“CICA”) during the year as they primarily converge with the International Financial Reporting Standards (“IFRS”) and U.S. GAAP:
a)   Section 1582, “Business Combinations”, which replaces Section 1581, “Business Combinations”. The Section establishes standards for the accounting for a business combination. It is similar to the corresponding provisions of IFRS 3 (Revised), “Business Combinations” and of U.S. GAAP standard, Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations”. The new Section requires the acquiring entity in a business combination to recognize most of the assets acquired and liabilities assumed in the transaction at their acquisition-date fair values including non-controlling interest and contingent consideration. Subsequent changes in fair value of contingent consideration classified as a liability are recognized in earnings. Acquisition-related and integration costs are also to be expensed as incurred rather than considered as part of the purchase price allocation. In addition, changes in estimates associated with future income tax assets after the measurement period are recognized as income tax expense rather than as a reduction of goodwill, with prospective application to all business combinations regardless of the date of acquisition.
Section 1601, “Consolidated Financial Statements” and Section 1602, “Non-Controlling Interests”, together replace Section 1600, “Consolidated Financial Statements”. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. These sections are similar to the corresponding provisions of IFRS standard, International Accounting Standards 27 (Revised), “Consolidated and Separate Financial Statements” and of U.S. GAAP standard, ASC Topic 810, “Consolidation”. Section 1602 requires the Company to report non-controlling interests as a separate component of shareholders equity rather than as a liability on the consolidated balance sheets. Transactions between an entity and non-controlling interests are considered as equity transactions. In addition, the attribution of net earnings and comprehensive income between the Company’s shareholders and non-controlling interests is presented separately in the consolidated statements of earnings and comprehensive income rather than reflecting non-controlling interests as a deduction of net earnings and total comprehensive income.
In accordance with the transitional provisions, these sections have been applied prospectively, with the exception of the presentation requirements for non-controlling interest, which must be applied retrospectively. The adoption of these sections change the accounting of the business combination realized in fiscal year 2010 for which acquisition-related and integration costs of $20,883,000 with associated income tax expense of $3,688,000 were recorded directly in the consolidated statement of earnings (refer to Note 18a). The previously unrecognized future tax assets related to losses carried forward of past acquisitions of $7,378,000 were also recognized as a reduction of income tax expense (refer to Note 18b). In addition, the above-mentioned reclassifications of non-controlling interest have been reflected in the consolidated financial statements and had no significant impact. The effects on future periods will depend on the nature and significance of the business combinations subject to these standards.
b)   In June 2009, the CICA amended Section 3862 “Financial Instruments — Disclosures” to adopt the amendments proposed by the International Accounting Standards Board (“IASB”) to IFRS 7 “Financial Instruments: Disclosures”. The amendments were made to enhance disclosure requirements about the liquidity risk and fair value measurement of financial instruments. The amendments are effective for annual financial statements relating to fiscal years ending after September 30, 2009, and comparative information is not required in the first year of adoption. The Company adopted these amendments in fiscal 2010. The adoption of these amendments had no impact on the consolidated financial statements. The new disclosures are included in Note 26.
     
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USE OF ESTIMATES
The preparation of the consolidated financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and shareholders’ equity and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Significant estimates include, but are not limited to, purchase accounting and goodwill, income taxes, contingencies and other liabilities, revenue recognition, stock based compensation, investment tax credits and government programs and the impairment of long-lived assets and goodwill.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company accounts for its jointly-controlled investment using the proportionate consolidation method.
REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE
The Company generates revenue principally through the provision of IT services and BPS.
The IT services include a full range of information technology services, namely: i) outsourcing ii) systems integration and consulting iii) software licenses and iv) provision of maintenance. BPS provides business processing for the financial services sector, as well as other services such as payroll, insurance processing and document management services.
The Company provides services and products under arrangements that contain various pricing mechanisms. The Company recognizes revenue when persuasive evidence of an arrangement exists, services or products have been provided to the client, the fee is fixed or determinable, and collectability is reasonably assured.
The Company’s arrangements often include a mix of the services listed below. If an arrangement involves the provision of multiple elements, the total arrangement value is allocated to each element as a separate unit of accounting if: 1) the delivered item has value to the client on a stand-alone basis; 2) there is objective and reliable evidence of the fair value of the undelivered item; and 3) in an arrangement that includes a general right of return relative to the delivered item, the delivery or performance of the undelivered item is considered probable and substantially in the control of the Company. If these criteria are met, then the total consideration of the arrangement is allocated among the separate units of accounting based on their relative fair values. Fair value is established based on the internal or external evidence of the amount charged for each revenue element. However, some software license arrangements are subject to specific policies as described below in “Software license arrangements”.
In situations where there is fair value for all undelivered elements, but not for the delivered elements, the residual method is used to allocate the arrangement consideration. Under the residual method, the amount of revenue allocated to the delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements.
For all types of arrangements, the appropriate revenue recognition method is applied for each unit of accounting, as described below, based on the nature of the arrangement and the services included in each unit of accounting. All deliverables that do not meet the separation criteria are combined into one unit of accounting and the most appropriate revenue recognition method is applied.
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. If uncertainty exists about client acceptance, revenue is not recognized until acceptance occurs. 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 the 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 the historical experience with the specific client.
Provisions for estimated contract losses, if any, are recognized in the period in which the loss is determined. Contract losses are measured at the amount by which the estimated total costs exceed the estimated total revenue from the contract.
Outsourcing and BPS arrangements
Revenue from outsourcing and BPS arrangements under time and materials and unit-priced arrangements are recognized as the services are provided at the contractually stated price. If the contractual per-unit prices within a unit-priced contract change during the term of the arrangement, the Company evaluates whether it is more appropriate to record revenue based on the average per-unit price during the term of the contract or based on the actual amounts billed.
Revenue from outsourcing and BPS arrangements under fixed-fee arrangements is recognized on a straight-line basis over the term of the arrangement, regardless of the amounts billed, unless there is a better measure of performance or delivery.
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 and software licenses arrangements where the implementation services are essential to the functionality of the software or where the software requires significant customization are recognized using the percentage-of-completion method over the implementation period. The Company uses the labour costs or labour hours incurred to date 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
     
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of total expected labour costs or hours. Revisions to estimates are reflected in the statement of earnings in the period in which the facts that gave rise to the revision become known.
Revenue from systems integration and consulting services under benefits-funded arrangements is recognized only to the extent it can be predicted, with reasonable certainty, that the benefit stream will generate amounts sufficient to fund the value on which revenue recognition is based.
Software license arrangements
Most of the Company’s software license arrangements are accounted for as described above in “Systems integration and consulting services”. In addition, the Company has software license arrangements that do not include implementation services that are essential to the functionality of the software or software that requires significant customization, but that may involve the provision of multiple elements such as integration and post-contract customer support. For these types of arrangements, revenue from software licenses is recognized upon delivery of software if persuasive evidence of an arrangement exists, collection is probable, the fee is fixed or determinable and vendor-specific objective evidence (“VSOE”) of fair value of an arrangement exists to allocate the total fee to the different elements of an arrangement based on their relative VSOE of fair value. The residual method, as defined above, using VSOE of fair value can be used to allocate the arrangement consideration. VSOE of fair value is established through internal evidence of prices charged for each revenue element when that element is sold separately. Revenue from maintenance services for licenses sold and implemented is recognized ratably over the term of the contract.
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 delivery of products or performances of services are classified as deferred revenue.
REIMBURSEMENTS
Reimbursements, including those relating to travel and other out-of-pocket expenses, and other similar third party costs, such as the cost of hardware and software re-sales, are included in revenue, and the corresponding expense is included in costs of services when the Company has assessed that the costs meet the criteria for gross revenue recognition.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of unrestricted cash and short-term investments having an initial maturity of three months or less.
SHORT-TERM INVESTMENTS
Short-term investments, comprised of term deposits, have remaining maturities over three months, but not more than one year, at the date of purchase. Short-term investments are designated as held-for-trading and are carried at fair value.
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 claim holders, files federal and local tax returns, and handles related regulatory correspondence and amendments. The Company presents the funds held for clients and related obligations separately.
CAPITAL ASSETS
Capital assets, including those under capital leases, are recorded at cost and are amortized 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  
INTANGIBLE ASSETS
Contract costs
Contract costs are mainly incurred when acquiring or implementing long-term IT services and BPS contracts. Contract costs are classified as intangible assets. These assets are recorded at cost and amortized using the straight-line method over the term of the respective contracts. Contract costs are comprised primarily of incentives and transition costs.
Occasionally, incentives are granted to clients upon signing of outsourcing contracts. These incentives can be granted either in the form of cash payments, issuance of equity instruments or discounts awarded principally over a transition period, as negotiated in the contract. In the case of equity instruments, cost is measured at the estimated fair value at the time they are issued. For discounts, cost is measured at the value of the granted financial commitment and a corresponding amount is recorded as deferred revenue. As services are provided to the client, the amount is amortized and recorded as a reduction of revenue.
Capital assets acquired from a client in connection with outsourcing contracts are capitalized as such and amortized consistent with the amortization policies described previously. The excess of the amount paid over the fair value of capital assets acquired in connection with outsourcing contracts is considered as an incentive granted to the client, and is recorded as described in the preceding paragraph.
     
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Transition costs consist of expenses associated with the installation of systems and processes incurred after the award of outsourcing contracts, relocation of transitioned employees and exit from client facilities. Under BPS contracts, the costs consist primarily of expenses related to activities such as the conversion of the client’s applications to the Company’s platforms. These incremental costs are comprised essentially of labour costs, including compensation and related fringe benefits, as well as subcontractor costs.
Pre-contract costs associated with acquiring or implementing long-term IT services and BPS contracts are expensed as incurred except where it is virtually certain that the contracts will be awarded and the costs are incremental and directly related to the acquisition of the contract. Eligible pre-contract costs are recorded at cost and amortized using the straight-line method over the expected term of the respective contracts.
Other intangible assets
Other 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. Business solutions developed internally and marketed for distribution are capitalized when they meet specific capitalization criteria related to technical, market and financial feasibility. Business solutions and software licenses acquired through a business combination are initially recorded at fair value based on the estimated net future income—producing capabilities of the software products. Client relationships are acquired through business combinations and are initially recorded at their fair value based on the present value of expected future cash flows.
The Company amortizes its other intangible assets using the straight-line method over the following 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 LONG-LIVED ASSETS
When events or changes in circumstances indicate that the carrying amount of long-lived assets, such as capital assets and intangible assets, may not be recoverable, undiscounted estimated cash flows are projected over their remaining term and compared to the carrying amount. To the extent that such projections indicate that future undiscounted cash flows are not sufficient to recover the carrying amounts of related assets, a charge is recorded to reduce the carrying amount to the projected future discounted cash flows.
OTHER LONG-TERM ASSETS
Other long-term assets consist mainly of deferred financing fees, deferred compensation plan assets, long-term maintenance agreements and forward contracts.
BUSINESS COMBINATIONS AND GOODWILL
On October 1, 2009, the Company elected to early adopt prospectively Section 1582 which revised the accounting guidance that the Company was required to apply for past acquisitions done in prior fiscal years. The underlying principles are similar to the previous guidance but introduce certain accounting changes which were described earlier in changes in accounting policies in this note.
The Company accounts for its business combinations using the purchase method of accounting. Under this method, the Company allocates the purchase price to tangible and intangible assets acquired and liabilities assumed based on estimated fair values at the date of acquisition, with the excess of the purchase price amount being allocated to goodwill.
Acquisition-related and integration costs associated to the business combination are expensed as incurred. Changes in estimates associated with future income tax assets after measurement period are recognized as income tax expense with prospective application to all business combinations regardless of the date of acquisition.
Goodwill for each reporting unit is assessed for impairment at least annually, or when an event or circumstance occurs that more likely than not reduces the fair value of a reporting unit below its carrying amount. The Company has designated September 30 as the date for the annual impairment test. An impairment charge is recorded when the carrying amount of the reporting unit exceeds its fair value and is determined as the difference between the goodwill’s carrying amount and its implied fair value.
EARNINGS PER SHARE
Basic earnings per share are 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.
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 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.
     
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TAX CREDITS
The Company follows the cost reduction method to account for tax credits. Under this method, tax credits related to operating expenditures are recognized in the period in which the related expenditures are charged to operations, provided there is reasonable assurance of realization. Tax credits related to capital expenditures are recorded as a reduction of the cost of the related asset, provided there is reasonable assurance of realization. The tax credits recorded are based on management’s best estimates of amounts expected to be recovered and are subject to audit by the taxation authorities.
INCOME TAXES
Income taxes are accounted for using the asset and liability method of accounting for income taxes. Future income tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts reported for financial statement purposes and tax values of assets and liabilities using substantively enacted income tax rates expected to be in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded for the portion of the future income tax assets when its realization is not considered more likely than not.
TRANSLATION OF FOREIGN CURRENCIES
Revenue and expenses 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 sheet date. Realized and unrealized translation gains and losses are reflected in net earnings.
Self-sustaining subsidiaries, with economic activities largely independent of the Company, are accounted for using the current rate method. Under this method, assets and liabilities of subsidiaries denominated in a foreign currency are translated into Canadian dollars at exchange rates in effect at the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the period. Resulting unrealized gains or losses are reported as net unrealized gains (losses) on translating financial statements of self-sustaining foreign operations in the consolidated statements of comprehensive income.
The accounts of foreign subsidiaries, which are financially or operationally dependent on the Company, are accounted for using the temporal method. Under this method, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at average rates for the period. Translation exchange gains or losses of such subsidiaries are reflected in net earnings.
STOCK-BASED COMPENSATION
The Company uses the fair value based method to account for stock options awarded under its stock option plan. The fair value of stock options is recognized as compensation costs in earnings with a corresponding credit to contributed surplus on a straight line basis over the vesting period of the entire award. The number of stock options expected to vest are estimated on the grant date and subsequently revised on a periodic basis. When stock options are exercised, any consideration paid by employees is credited to capital stock and the recorded fair value of the option is removed from contributed surplus and credited to capital stock.
HEDGING TRANSACTIONS
The Company uses various financial instruments to manage its exposure to fluctuations in foreign currency exchange rates. The Company does not hold or use any derivative instruments for trading purposes.
Cash flow hedges on Senior U.S. unsecured notes
Effective December 21, 2007, the Company entered into forward contracts to hedge the contractual principal repayments of the Senior U.S. unsecured notes. The purpose of the hedging transactions is to hedge the risk of variability in functional currency equivalent cash flows associated with the foreign currency debt principal repayments.
The hedges were documented as cash flow hedges and no component of the derivative’s fair value are excluded from the assessment and measurement of hedge effectiveness. The hedge is considered to be highly effective as the terms of the forward contracts coincide with the intended repayment of the two remaining tranches of the debt. The first tranche was repaid in fiscal 2009.
The forward contracts are derivative instruments and, therefore, are recorded at fair value on the balance sheet under other current assets and other long-term assets and the effective portion of the change in fair value of the derivatives is recognized in other comprehensive income (loss). An amount that will offset the related translation gain or loss arising from the remeasurement of the portion of the debt that is designated is reclassified each period from other comprehensive income (loss) to earnings. The forward premiums or discounts on the forward contracts used to hedge foreign currency long-term debt are amortized as an adjustment of interest expense over the term of the forward contracts. Valuation models, such as discounted cash flow analysis using observable market inputs, are utilized to determine the fair values of the forward contracts. Realized and unrealized foreign exchange gains and losses in relation to forward contracts for the year ended September 30, 2010, were not significant. The cash flows of the hedging transaction are classified in the same manner as the cash flows of the position being hedged.
Hedge on net investments in self-sustaining foreign subsidiaries
The Company has designated certain long-term debt as a hedging instrument for a portion of the Company’s net investment in self-sustaining U.S. and European subsidiaries. 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 (loss).
     
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Cash flow hedges on future revenue
During the year ended September 30, 2010, the Company entered into various foreign currency forward contracts to hedge the variability in the foreign currency exchange rate between the U.S. dollar and the Indian rupee on future U.S. revenue. During the year ended September 30, 2009, the Company entered into various foreign currency forward contracts to hedge the variability in the foreign currency exchange rate between the U.S. dollar and the Indian rupee on future U.S. revenue, and to hedge the variability in the foreign currency exchange rate between the U.S. dollar and the Canadian dollar on future U.S. revenue. The cash flow hedges mature at various dates until 2014.
These hedges were documented as cash flow hedges and no component of the derivative instruments’ fair value is excluded from the assessment and measurement of hedge effectiveness. The forward contracts are derivative instruments, and, therefore, are recorded at fair value on the balance sheet under other current assets, other long-term assets, accrued liabilities or other long-term liabilities. Valuation models, such as discounted cash flow analysis using observable market inputs, are utilized to determine the fair values of the forward contracts.
The effective portion of the change in fair value of the derivative instruments is recognized in other comprehensive income (loss) and the ineffective portion, if any, in the consolidated statement of earnings. The effective portion of the change in fair value of the derivatives is reclassified out of other comprehensive income (loss) into earnings as an adjustment to revenue when the hedged revenue is recognized. The assessment of effectiveness is based on forward rates utilizing the hypothetical derivative method. During fiscal 2010, the Company’s hedging relationships were effective. The cash flows of the hedging transactions are classified in the same manner as the cash flows of the position being hedged.
FUTURE ACCOUNTING CHANGES
In December 2009, the CICA issued Emerging Issue Committee Abstract (“EIC”) 175, “Revenue Arrangements with Multiple Deliverables”, an amendment to EIC 142, “Revenue Arrangements with Multiple Deliverables”. EIC 175 provides guidance on certain aspects of the accounting for arrangements under which the Company will perform multiple revenue-generating activities. Under the new guidance, when VSOE or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. EIC 175 also includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. EIC 175 is effective prospectively, with retrospective adoption permitted, for revenue arrangements entered into or materially modified in fiscal years beginning on or after January 1, 2011. Early adoption is also permitted. Effective October 1, 2010, the Company will early adopt this new EIC, on a prospective basis. The effects on future periods will depend on the nature and significance of the future customer contracts subject to this EIC.
Note 3
Cash and cash equivalents
                 
    2010     2009  
 
 
    $       $  
Cash
    27,162       203,160  
Cash equivalents
    100,662       140,267  
 
 
    127,824       343,427  
 
Note 4
Accounts receivable
                 
    2010     2009  
 
 
    $       $  
Trade
    349,349       317,647  
Other1
    74,577       143,644  
 
 
    423,926       461,291  
 
1   Other accounts receivable include refundable tax credits on salaries related to the Québec Development of E-Business program, Research and Development tax credits in North America and Europe, and other Job and Economic Growth Creation programs available. The tax credits represent approximately $55,758,000 and $124,803,000 of other accounts receivable in 2010 and 2009, respectively.
Effective April 1, 2008, the Company became eligible for the new Development of E-Business refundable tax credit, which replaces prior existing Québec tax credit programs. The fiscal measure enables corporations with an establishment in the province of Québec that carry out eligible activities in the technology sector to obtain a refundable tax credit equal to 30% of eligible salaries, up to a maximum of $20,000 per year per eligible employee until December 31, 2015.
Prior to April 1, 2008, in order to be eligible for the E-Commerce Place, Cité du Multimédia de Montréal, New Economy Centres tax credits, the Company relocated some of its eligible employees to designated locations. Real estate costs for these designated locations are significantly higher than they were at the previous facilities. As at September 30, 2010, the balance outstanding for financial commitments for these real estate locations was $352,362,000 ranging between three months and 13 years. The refundable tax credits for these programs were calculated at rates varying between 35% to 40% on salaries paid in Québec to a maximum range of $12,500 to $15,000 per year per eligible employee.
     
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Note 5
Capital assets
                                                 
2010     2009  
            Accumulated     Net book             Accumulated     Net book  
    Cost     amortization     value     Cost     amortization     value  
 
    $     $     $     $     $     $  
 
Land and buildings
    17,309       4,461       12,848       17,757       3,427       14,330  
Leasehold improvements
    142,297       76,381       65,916       139,542       68,879       70,663  
Furniture, fixtures and equipment
    75,990       30,605       45,385       55,953       24,569       31,384  
Computer equipment
    256,985       143,110       113,875       190,850       94,809       96,041  
 
 
    492,581       254,557       238,024       404,102       191,684       212,418  
 
Capital assets include assets acquired under capital leases totalling $57,101,000 ($37,680,000 in 2009), net of accumulated amortization of $35,533,000 ($17,880,000 in 2009). Amortization expense of capital assets acquired under capital leases was $18,467,000 and $13,213,000 in 2010 and 2009, respectively.
Note 6
Intangible assets
                         
2010  
            Accumulated     Net book  
    Cost     amortization     value  
 
    $     $     $  
 
Intangible assets
                       
Contract costs
                       
Incentives
    236,750       190,294       46,456  
Transition costs
    200,154       102,734       97,420  
 
 
    436,904       293,028       143,876  
 
Other intangible assets
                       
Internal-use software
    90,704       66,841       23,863  
Business solutions
    283,799       178,491       105,308  
Software licenses
    174,412       123,977       50,435  
Client relationships and other
    426,546       233,274       193,272  
 
 
    975,461       602,583       372,878  
 
 
    1,412,365       895,611       516,754  
 
         
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2009  
            Accumulated     Net book  
    Cost     amortization     value  
 
    $     $     $  
 
Intangible assets
                       
Contract costs
                       
Incentives
    247,146       185,296       61,850  
Transition costs
    169,087       77,138       91,949  
 
 
    416,233       262,434       153,799  
 
Other intangible assets
                       
Internal-use software
    88,128       59,033       29,095  
Business solutions
    284,341       160,423       123,918  
Software licenses
    144,861       108,127       36,734  
Client relationships and other
    341,188       228,959       112,229  
 
 
    858,518       556,542       301,976  
 
 
    1,274,751       818,976       455,775  
 
All intangible assets are subject to amortization. The following table presents the aggregate amount of intangible assets that were acquired or internally developed during the period:
                         
    2010     2009     2008  
 
    $     $     $  
 
Acquired
    166,468       22,965       30,665  
Internally developed
    49,193       44,181       40,257  
 
 
    215,661       67,146       70,922  
 
Amortization expense of other intangible assets included in the consolidated statements of earnings is as follows:
                         
    2010     2009     2008  
 
    $     $     $  
 
Internal-use software
    11,121       12,963       12,307  
Business solutions
    26,322       33,444       34,367  
Software licenses
    18,726       16,674       17,997  
Client relationships and other
    36,676       37,748       37,121  
 
Amortization of other intangible assets (Note 14)
    92,845       100,829       101,792  
 
Amortization expense of contract costs is presented in Note 14.
Note 7
Other long-term assets
                 
    2010     2009  
 
    $     $  
 
Deferred financing fees
    2,360       3,643  
Deferred compensation plan assets
    16,318       13,108  
Long-term maintenance agreements
    5,542       13,735  
Forward contracts (Note 26)
    13,317       22,372  
Other
    4,724       7,700  
 
Other long-term assets
    42,261       60,558  
 
         
CGI group Inc.          2010 Annual report       55

 


Table of Contents

Note 8
Goodwill
The variations in goodwill are as follows:
                                 
2010  
                    Europe &        
    Canada     U.S. & India     Asia Pacific     Total  
 
    $     $     $     $  
 
Balance, beginning of year
    1,141,381       432,320       101,080       1,674,781  
Acquisition (Note 18a)
          886,403             886,403  
Foreign currency translation adjustment
          (25,961 )     (9,810 )     (35,771 )
 
Balance, end of year
    1,141,381       1,292,762       91,270       2,525,413  
 
                                 
2009  
                    Europe &        
    Canada     U.S. & India     Asia Pacific     Total  
 
    $     $     $     $  
 
Balance, beginning of year
    1,158,730       431,129       99,503       1,689,362  
Acquisition
    209                   209  
Purchase price adjustments (Note 18c)
    (16,059 )     (3,865 )     (415 )     (20,339 )
Disposal of assets (Note 18b)
    (1,499 )                 (1,499 )
Foreign currency translation adjustment
          5,056       1,992       7,048  
 
Balance, end of year
    1,141,381       432,320       101,080       1,674,781  
 
Note 9
Other long-term liabilities
                 
    2010     2009  
 
    $     $  
 
Deferred compensation
    25,173       22,727  
Deferred revenue
    40,702       27,774  
Deferred rent
    44,737       16,940  
Forward contracts (Note 26)
    3,396       7,648  
Other
    5,891       8,845  
 
Other long-term liabilities
    119,899       83,934  
 
Asset retirement obligations included in “other” pertain to operating leases of office buildings where certain arrangements require premises to be returned to their original state at the end of the lease term. The asset retirement obligation liability of $3,060,000 ($2,522,000 in 2009) was based on the expected cash flows of $4,370,000 ($3,579,000 in 2009) and was discounted at an interest rate of 6.42% (6.83% in 2009). The timing of the settlement of these obligations varies between one and 13 years.
         
CGI group Inc.          2010 Annual report       56

 


Table of Contents

Note 10
Long-term debt
                 
    2010     2009  
 
    $     $  
 
Senior U.S. unsecured notes, bearing a weighted average interest rate of 5.27% and repayable by payments of $89,593 (US$87,000) in 2011 and $20,596 (US$20,000) in 2014, less imputed interest of $2901
    109,899       114,061  
 
               
Unsecured committed revolving term facility bearing interest at LIBOR rate plus 0.63% or bankers’ acceptance rate plus 0.63%, maturing in 20122
    964,223       126,043  
 
Obligations bearing a weighted average interest rate of 4.00% and repayable in blended monthly instalments maturing at various dates until 2018
    22,049       5,879  
 
               
Obligations under capital leases, bearing a weighted average interest rate of 4.89% and repayable in blended monthly instalments maturing at various dates until 2018
    57,705       37,147  
 
 
    1,153,876       283,130  
Current portion
    114,577       17,702  
 
 
    1,039,299       265,428  
 
1   As at September 30, 2010, the private placement financing with U.S. institutional investors is comprised of two remaining tranches of Senior U.S. unsecured notes maturing in January 2011 and 2014 for a total amount of US$107,000,000. On January 29, 2009, the Company repaid the first tranche in the amount of US$85,000,000 and settled the related forward contracts taken to manage the Company’s exposure to fluctuations in the foreign exchange rate resulting in a cash inflow of $18,318,000. The Senior U.S. unsecured notes contain covenants that require the Company to maintain certain financial ratios (Note 27). At September 30, 2010, the Company is in compliance with these covenants.
 
2   The Company has a five-year unsecured revolving credit facility available for an amount of $1,500,000,000 that expires in August 2012 bearing interest at LIBOR plus a variable margin that is determined based on leverage ratios. As at September 30, 2010, an amount of $964,223,000 has been drawn upon this facility (Note 26). Also an amount of $15,846,000 has been committed against this facility to cover various letters of credit issued for clients and other parties. In addition to the revolving credit facility, the Company has available demand lines of credit in the amount of $25,000,000. At September 30, 2010, no amount had been drawn upon these facilities. The revolving credit facility contains covenants that require the Company to maintain certain financial ratios (Note 27). At September 30, 2010, the Company is in compliance with these covenants. The Company also has a proportionate share of a revolving demand credit facility related to the joint venture for an amount of $2,500,000 bearing interest at the Canadian prime rate. As at September 30, 2010, no amount has been drawn upon this facility.
Principal repayments on long-term debt over the forthcoming years are as follows:
         
    $  
 
2011
    95,169  
2012
    968,636  
2013
    4,750  
2014
    24,308  
2015
    1,917  
Thereafter
    1,391  
 
Total principal payments on long-term debt
    1,096,171  
 
Minimum capital lease payments are as follows:
                         
    Principal     Interest     Payment  
 
    $     $     $  
 
2011
    19,408       2,441       21,849  
2012
    17,308       1,440       18,748  
2013
    10,456       578       11,034  
2014
    5,850       276       6,126  
2015
    3,188       68       3,256  
Thereafter
    1,495             1,495  
 
Total minimum capital lease payments
    57,705       4,803       62,508  
 
         
CGI group Inc.          2010 Annual report       57

 


Table of Contents

Note 11
Capital stock
Authorized, an unlimited number without par value:
First preferred shares, carrying one vote per share, ranking prior to second preferred shares, Class A subordinate shares and Class B shares with respect to the payment of dividends;
Second preferred shares, non-voting, ranking prior to Class A subordinate shares and Class B shares with respect to the payment of dividends;
Class A subordinate shares, carrying one vote per share, participating equally with Class B shares with respect to the payment of dividends and convertible into Class B shares under certain conditions in the event of certain takeover bids on Class B shares;
Class B shares, carrying ten votes per share, participating equally with Class A subordinate shares with respect to the payment of dividends, convertible at any time at the option of the holder into Class A subordinate shares.
For 2010, 2009 and 2008, the Class A subordinate and the Class B shares varied as follows:
                                                 
    Class A subordinate shares             Class B shares             Total  
 
            Carrying             Carrying             Carrying  
    Number     value     Number     value     Number     value  
 
            $             $             $  
Balance, September 30, 2007
    290,545,715       1,321,305       34,208,159       47,724       324,753,874       1,369,029  
Repurchased and cancelled1
    (20,488,168 )     (90,748 )                 (20,488,168 )     (90,748 )
Repurchased and not cancelled1
          (847 )                       (847 )
Issued upon exercise of options2
    4,107,823       42,238                   4,107,823       42,238  
 
Balance, September 30, 2008
    274,165,370       1,271,948       34,208,159       47,724       308,373,529       1,319,672  
Repurchased and cancelled1
    (9,708,292 )     (44,272 )                 (9,708,292 )     (44,272 )
Issued upon exercise of options2
    2,221,032       22,870                   2,221,032       22,870  
Conversion of shares3
    600,000       837       (600,000 )     (837 )            
 
Balance, September 30, 2009
    267,278,110       1,251,383       33,608,159       46,887       300,886,269       1,298,270  
Repurchased and cancelled1
    (35,602,085 )     (168,759 )                 (35,602,085 )     (168,759 )
Issued upon exercise of options2
    6,008,766       65,558                   6,008,766       65,558  
 
Balance, September 30, 2010
    237,684,791       1,148,182       33,608,159       46,887       271,292,950       1,195,069  
 
1   On January 27, 2010, the Company’s Board of Directors authorized the renewal of a Normal Course Issuer Bid (“NCIB”) to purchase up to 10% of the public float of the Company’s Class A subordinate shares during the next year. The Toronto Stock Exchange (“TSX”) subsequently approved the Company’s request for approval. The Issuer Bid enables the Company to purchase up to 25,151,058 Class A subordinate shares (26,970,437 in 2009 and 28,502,941 in 2008) for cancellation on the open market through the TSX. The Class A subordinate shares were available for purchase under the Issuer Bid commencing February 9, 2010, until no later than February 8, 2011, or on such earlier date when the Company completes its purchases or elects to terminate the bid. During 2010, the Company repurchased, under the previous and current NCIB, 35,602,085 Class A subordinate shares (9,525,892 in 2009 and 19,910,068 in 2008) for cash consideration of $516,699,000 ($99,881,000 in 2009 and $213,485,000 in 2008). The excess of the purchase price over the carrying value of Class A subordinate shares repurchased, in the amount of $347,940,000 ($55,609,000 in 2009 and $121,890,000 in 2008), was charged to retained earnings.
 
    As at September 30, 2008, 182,400 of the repurchased Class A subordinate shares with a carrying value of $847,000 and a purchase value of $1,817,000 were held by the Company and had been cancelled and paid subsequent to year-end.
 
2   The carrying value of Class A subordinate shares includes $13,332,000 ($5,253,000 in 2009 and $10,223,000 in 2008) which corresponds to a reduction in contributed surplus representing the value of accumulated compensation cost associated with the options exercised during the year.
 
3   During the twelve months ended September 30, 2009, a shareholder converted 600,000 Class B shares into 600,000 Class A subordinate shares.
     
CGI group Inc.            2010 Annual report   58

 


Table of Contents

Note 12
Stock-based compensation plans and contributed surplus
A) STOCK OPTIONS
Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, options to purchase Class A subordinate shares to certain employees, officers, directors and consultants 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 shares on the TSX on the day preceding the date of the grant. Options generally vest one to three years from the date of grant conditionally upon the achievement of 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, 2010, 52,002,178 Class A subordinate shares have been reserved for issuance under the stock option plan.
The following table presents information concerning all outstanding stock options granted by the Company for the years ended September 30:
                                                 
            2010             2009             2008  
 
            Weighted average             Weighted average             Weighted average  
    Number of     exercise price     Number of     exercise price     Number of     exercise price  
    options     per share     options     per share     options     per share  
 
            $             $             $  
 
Outstanding, beginning of year
    28,883,835       9.16       26,757,738       9.34       24,499,886       8.52  
Granted
    8,413,586       12.58       8,448,453       9.32       7,798,388       11.39  
Exercised
    (6,008,766 )     8.69       (2,221,032 )     7.93       (4,107,823 )     7.79  
Forfeited
    (3,734,542 )     9.65       (3,863,746 )     11.16       (1,094,052 )     10.65  
Expired
    (998,630 )     15.91       (237,578 )     14.11       (338,661 )     12.20  
 
Outstanding, end of year
    26,555,483       10.03       28,883,835       9.16       26,757,738       9.34  
 
Exercisable, end of year
    14,116,392       8.60       18,087,166       8.75       19,398,753       8.56  
 
The following table summarizes information about outstanding stock options granted by the Company as at September 30, 2010:
                                                 
                    Options outstanding     Options exercisable  
 
                    Weighted                      
                    average     Weighted             Weighted  
                    remaining     average             average  
    Range of     Number of     contractual     exercise     Number of     exercise  
    exercise price     options     life (years)     price     options     price  
 
    $                     $             $  
 
 
  2.06 to 5.20     10,729       0.51       2.57       10,729       2.57  
 
  6.05 to 6.98     2,255,941       4.48       6.48       2,255,941       6.48  
 
  7.00 to 7.87     3,408,828       4.57       7.74       3,408,828       7.74  
 
  8.00 to 8.99     4,417,145       3.43       8.62       4,417,145       8.62  
 
  9.05 to 9.90     4,832,132       7.50       9.34       1,692,713       9.40  
 
  10.05 to 11.80     3,566,872       6.99       11.37       2,284,340       11.35  
 
  12.54 to 13.26     7,964,939       9.01       12.55       10,799       13.26  
 
  14.48 to 15.58     98,897       9.54       14.98       35,897       9.55  
 
 
      26,555,483       6.58       10.03       14,116,392       8.60  
 
     
CGI group Inc.            2010 Annual report   59

 


Table of Contents

The following table presents the weighted average assumptions used to determine the stock-based compensation cost recorded in cost of services, selling and administrative expenses using the Black-Scholes option pricing model for the years ended September 30:
                         
    2010     2009     2008  
 
Stock-based compensation costs ($)
    15,517       8,617       5,131  
 
Dividend yield (%)
    0.00       0.00       0.00  
Expected volatility (%)
    27.32       24.42       23.70  
Risk-free interest rate (%)
    2.48       3.05       4.09  
Expected life (years)
    5.00       5.00       5.00  
Weighted average grant date fair value ($)
    3.63       2.59       3.37  
 
B) PERFORMANCE SHARE UNITS (PSUs)
On September 28, 2010, the Company adopted a PSU plan for senior executives and other key employees (“participants”). Under that plan, the Board of Directors may grant PSUs to participants which entitles them to receive one Class A subordinate share for each PSU. The vesting and performance conditions are determined by the Board of Directors at the time of each grant. PSUs must be exercised within three years following the end of the Company’s fiscal year during which the award is made, except in the event of retirement, termination of employment or death.
There was no grant under this plan in fiscal year 2010.
C) CONTRIBUTED SURPLUS
The following table summarizes the contributed surplus activity since September 30, 2007:
         
    $  
 
Balance, September 30, 2007
    82,465  
Compensation cost associated with exercised options (Note 11)
    (10,223 )
Stock-based compensation costs
    5,131  
 
Balance, September 30, 2008
    77,373  
Compensation cost associated with exercised options (Note 11)
    (5,253 )
Stock-based compensation costs
    8,617  
 
Balance, September 30, 2009
    80,737  
Compensation cost associated with exercised options (Note 11)
    (13,332 )
Stock-based compensation costs
    15,517  
 
Balance, September 30, 2010
    82,922  
 
Note 13
Earnings per share
The following table sets forth the computation of basic and diluted earnings per share from continuing operations attributable to shareholders of the Company for the years ended September 30:
                                                                         
                    2010                     2009                     2008  
 
            Weighted     Earnings             Weighted     Earnings             Weighted     Earnings  
    Earnings     average     per share     Earnings     average     per share     Earnings     average     per share  
    from     number of     from     from     number of     from     from     number of     from  
    continuing     shares     continuing     continuing     shares     continuing     continuing     shares     continuing  
    operations     outstanding1     operations     operations     outstanding1     operations     operations     outstanding1     operations  
 
    $             $     $             $     $             $  
 
 
    362,386       284,826,257       1.27       315,158       306,853,077       1.03       298,266       317,604,899       0.94  
Dilutive options2
            8,093,693                       3,492,164                       5,199,388          
         
 
    362,386       292,919,950       1.24       315,158       310,345,241       1.02       298,266       322,804,287       0.92  
 
1   The 35,602,085 Class A subordinate shares repurchased during the year (9,525,892 in 2009 and 19,910,068 in 2008), were excluded from the calculation of weighted average number of shares outstanding as of the date of repurchase.
 
2   The calculation of the diluted earnings per share excluded 8,029,590, 13,384,651 and 8,764,136 options for the years ended September 30, 2010, 2009 and 2008, respectively, as they were anti-dilutive.
     
CGI group Inc.          2010 Annual report   60

 


Table of Contents

Note 14
Amortization
                         
    2010     2009     2008  
 
    $     $     $  
 
Amortization of capital assets
    72,067       61,412       43,455  
Amortization of intangible assets
                       
Contract costs related to transition costs
    30,396       22,377       17,925  
Other intangible assets (Note 6)
    92,845       100,829       101,792  
Impairment of other intangible assets1
          11,143        
 
 
    195,308       195,761       163,172  
Amortization of contract costs related to incentives (presented as reduction of revenue)
    23,149       21,043       21,682  
Amortization of deferred financing fees (presented in interest on long-term debt)
    1,283       1,283       1,266  
 
 
    219,740       218,087       186,120  
 
1   The impairment of other intangible assets relates to certain assets that were no longer expected to provide future value.
Note 15
Accumulated other comprehensive loss
                         
    Balance, as at     Net changes     Balance, as at  
    October 1,     during     September 30,  
    2009     the year     2010  
 
    $     $     $  
 
Net unrealized losses on translating financial statements of self-sustaining foreign operations (net of accumulated income tax recovery of $12,686)
    (359,423 )     (53,598 )     (413,021 )
Net unrealized gains on translating long-term debt designated as a hedge of net investments in self-sustaining foreign operations (net of accumulated income tax expense of $14,347)
    61,000       15,806       76,806  
Net unrealized gains on cash flow hedges (net of accumulated income tax expense of $5,336)
    12,433       2,036       14,469  
 
 
    (285,990 )     (35,756 )     (321,746 )
 
                         
    Balance, as at     Net changes     Balance, as at  
    October 1,     during     September 30,  
    2008     the year     2009  
 
    $     $     $  
 
Net unrealized losses on translating financial statements of self-sustaining foreign operations (net of accumulated income tax recovery of $10,464)
    (365,672 )     6,249       (359,423 )
Net unrealized gains on translating long-term debt designated as a hedge of net investments in self-sustaining foreign operations (net of accumulated income tax expense of $11,623)
    45,261       15,739       61,000  
Net unrealized gains on cash flow hedges (net of accumulated income tax expense of $4,422)
    (1,013 )     13,446       12,433  
 
 
    (321,424 )     35,434       (285,990 )
 
                         
    Balance, as at     Net changes     Balance, as at  
    October 1,     during     September 30,  
    2007     the year     2008  
 
    $     $     $  
 
Net unrealized losses on translating financial statements of self-sustaining foreign operations (net of accumulated income tax recovery of $7,029)
    (431,872 )     66,200       (365,672 )
Net unrealized gains on translating long-term debt designated as a hedge of net investment in self-sustaining foreign operations (net of accumulated income tax expense of $8,748)
    45,799       (538 )     45,261  
Net unrealized losses on cash flow hedges (net of accumulated income tax recovery of $187)
          (1,013 )     (1,013 )
 
 
    (386,073 )     64,649       (321,424 )
 
For the year ended September 30, 2010, $8,359,000 of the net unrealized gains previously recognized in other comprehensive income (net of income taxes of $3,746,000) were reclassified to net earnings for derivatives designated as cash flow hedges ($928,000 net of income taxes of $478,000 for the year ended September 30, 2009, and nil for the year ended September 30, 2008).
     
CGI group Inc.          2010 Annual report   61

 


Table of Contents

Note 16
Income taxes
Future income taxes are classified as follows:
                 
    2010     2009  
    $     $  
Current future income tax assets
    16,509       15,110  
Long-term future income tax assets
    11,592       10,173  
Current future income tax liabilities
    (26,423 )     (50,250 )
Long-term future income tax liabilities
    (170,683 )     (171,697 )
 
Future income taxes, net
    (169,005 )     (196,664 )
 
The income tax expense is as follows:
                         
    2010     2009     2008  
    $     $     $  
Current
    136,387       95,923       128,972  
Future
    (21,417 )     29,300       (22,675 )
 
 
    114,970       125,223       106,297  
 
The Company’s effective income tax rate on income from continuing operations differs from the combined Federal and Provincial Canadian statutory tax rate as follows:
                         
    2010     2009     2008  
    %     %     %  
Company’s statutory tax rate
    30.2       30.9       31.2  
Effect of foreign tax rate differences
    0.3             (0.6 )
 
                       
Final determination from agreements with tax authorities and expirations of statutes of limitations
    (7.9 )     (3.9 )     (3.7 )
Non-deductible and tax exempt items
    1.7       1.3       0.8  
Impact on future tax assets and liabilities resulting from tax rate changes
    (0.3 )           (1.7 )
Tax benefits on losses
    0.1       0.1       0.2  
 
Effective income tax rate
    24.1       28.4       26.2  
 
     
CGI group Inc.          2010 Annual report   62

 


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Future income tax assets and liabilities are as follows at September 30:
                 
    2010     2009  
    $     $  
Future income tax assets:
               
Accounts payable and accrued liabilities
    14,074       11,316  
Tax benefits on losses carried forward
    14,667       10,171  
Capital assets, intangible assets and other long-term liabilities
    20,482       17,197  
Accrued compensation
    28,397       23,414  
Unrealized losses on cash flow hedges
    1,585       3,395  
Allowance for doubtful accounts
    1,793       3,107  
Other
    1,612       2,433  
 
 
    82,610       71,033  
Valuation allowance
    (4,346 )     (6,818 )
 
 
    78,264       64,215  
 
 
               
Future income tax liabilities:
               
Capital assets, intangible assets and other long-term assets
    161,988       161,008  
Work in progress
    25,165       22,395  
Goodwill
    27,774       25,276  
Refundable tax credits on salaries
    20,985       40,233  
Unrealized gain on cash flow hedges
    6,908       7,478  
Other
    4,449       4,489  
 
 
    247,269       260,879  
 
Future income taxes, net
    (169,005 )     (196,664 )
 
At September 30, 2010, the Company had $46,419,000 in non-capital losses carried forward, of which $13,053,000 expire at various dates up to 2030 and $33,366,000 have no expiry dates. The Company recognized a future tax asset of $14,667,000 on the losses carried forward and recognized a valuation allowance of $4,346,000. The decrease in the valuation allowance mainly results from the expiry of non capital losses. The resulting net future income tax asset of $10,321,000 is the amount that is more likely than not to be realized.
Foreign earnings of certain of the Company’s subsidiaries would be taxed only upon their repatriation to Canada. The Company has not recognized a future income tax liability for these retained earnings as management does not expect them to be repatriated. A future income tax liability will be recognized when the Company expects that it will recover those undistributed earnings in a taxable matter, such as the sale of the investment or through the receipt of dividends. On remittance, certain countries impose withholding taxes that, subject to certain limitations, are then available for use as tax credits against a federal or provincial income tax liability, if any.
Note 17
Costs of services, selling and administrative
Tax credits netted against costs of services, selling and administrative expenses are as follows:
                         
    2010     2009     2008  
    $     $     $  
Costs of services, selling and administrative
    3,116,425       3,268,995       3,193,270  
Tax credits
    (90,602 )     (98,589 )     (82,510 )
 
 
    3,025,823       3,170,406       3,110,760  
 
     
CGI group Inc.          2010 Annual report   63

 


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Note 18
Investments in subsidiaries
For all business acquisitions, the Company records the results of operations of the acquired entities as of their respective effective acquisition dates.
2010 TRANSACTIONS
a) Acquisition
The Company made the following acquisition:
  Stanley, Inc. (“Stanley”) — On August 17, 2010, the Company acquired all outstanding shares of Stanley, a provider of information technology services and solutions to U.S. defence, intelligence and federal civilian government agencies, for a total cash consideration of $923,150,000. The acquisition was financed through a withdrawal from the Company’s existing unsecured revolving credit facility and cash on hand of $832,160,000 and $90,990,000, respectively. Stanley’s operations will increase the scale and capabilities of the Company to serve the U.S. Federal Government expanding the offering into the defence and intelligence space.
The acquisition was accounted for using the purchase method. The purchase price allocation shown below is preliminary and based on the Company’s management’s best estimates. The final purchase price allocations are expected to be completed as soon as Company’s management has gathered all of the significant information available and considered necessary in order to finalize this allocation.
         
    Stanley  
    $  
Current assets1
    163,648  
Capital assets
    9,005  
Intangible assets
    123,897  
Goodwill2
    886,403  
Other long-term assets
    3,167  
Future income taxes
    3,564  
Current liabilities
    (176,110 )
Debt, classified as current
    (102,262 )
Other long-term liabilities
    (11,748 )
 
 
    899,564  
Cash acquired
    23,586  
 
Net assets acquired
    923,150  
 
 
       
Cash consideration
    923,150  
 
1   The current assets include accounts receivable with a fair value of $97,967,000 which approximates the gross amount due under the contracts.
 
2   The goodwill arising from the acquisition mainly represents the future economic value associated to acquired work force and synergies with the Company’s operations. All of the goodwill is included in the U.S. and India segment and $26,323,000 is deductible for tax purposes.
In connection with the acquisition of Stanley, the Company expensed $20,883,000 during the year ended September 30, 2010. Included in that amount are acquisition-related costs of $11,573,000 and integration costs of $9,310,000. The acquisition-related costs consist mainly of professional fees incurred for the acquisition. The integration costs mainly include provisions related to leases for premises occupied by the acquired business, which the Company vacated, as well as costs related to the termination of certain employees of the acquired business performing functions already available through its existing structure. The acquisition-related and integration costs are separately disclosed in the Company’s consolidated statement of earnings.
Stanley’s revenue in the year ended September 30, 2010 represents approximately 3% of the total consolidated revenue of the Company. Stanley’s net earnings in the year ended September 30, 2010 is not significant. On a pro-forma basis, the revenue and net earnings of the combined Company for the year ended September 30, 2010 would have been approximately $4,556,000,000 and $411,000,000 respectively, had the Stanley acquisition occurred as of October 1, 2009. The pro forma financial information was constructed using the Company’s 2010 annual results and Stanley’s results from July 1, 2009 to June 30, 2010 due to the differences in reporting periods and includes business combination adjustments such as amortization of acquired intangible assets, interest expense on borrowings, elimination of acquisition-related and integration costs and related tax effects. The pro-forma financial information does not reflect synergies or changes to historical transactions and is not necessarily indicative of the results of operations of the Company that would have resulted had the acquisition actually occurred on October 1, 2009, or the results that may be obtained in the future.
     
CGI group Inc.          2010 Annual report   64

 


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b) Business combination adjustments
Certain unrecorded future income tax assets acquired from past acquisitions were recognized during the year ended September 30, 2010, resulting in a corresponding decrease in income tax expense of $7,378,000. The transitional rules of the new Section 1582 require that a change in recognized acquired future income tax assets arising from past business combinations be recorded through the income tax expense. Prior to the adoption of Section 1582, the corresponding decrease would have been applied to the goodwill.
2009 TRANSACTIONS
a) Acquisition
There were no significant acquisitions during fiscal 2009.
b) Disposal
On February 20, 2009, the Company disposed of its actuarial services business for purchase consideration of $3,780,000 less an estimated working capital adjustment. The Company received $3,565,000 on February 27, 2009. The business was previously included in the Canada segment. As a result of the final agreement, net assets disposed of included goodwill of $1,499,000. The transaction resulted in a gain of $1,494,000.
c) Modifications to purchase price allocations
During the year ended September 30, 2009, the Company modified the purchase price allocation and made adjustments relating to certain business acquisitions, resulting in a net decrease of accounts payable and accrued liabilities of $969,000 and a net increase of future income tax liabilities of $338,000, whereas goodwill decreased by $631,000.
Additionally, certain unrecorded future income tax assets acquired from past acquisitions were recognized during the year ended September 30, 2009, resulting in a corresponding decrease in goodwill of $19,708,000.
d) Consideration of purchase price
During fiscal 2009, the Company paid a balance of purchase price of $997,000 relating to a business acquisition.
2008 TRANSACTIONS
a) Acquisition
There were no acquisitions during fiscal 2008.
b) Disposal
On July 19, 2008, the Company disposed of its Canadian claims adjusting and risk management services business for purchase consideration of $38,050,000 which was subject to subsequent adjustments. This business was included in the former BPS segment in prior years. The Company received $31,671,000 in August 2008. Of the remaining balance, $879,000 was received in fiscal year 2009 and $4,100,000 was received in fiscal year 2010 as a final payment. The net assets disposed of included goodwill of $7,732,000, which is net of an impairment of $4,051,000. The transaction resulted in a loss of $2,365,000.
c) Modifications to purchase price allocations
The Company modified the purchase price allocation and made adjustments relating to certain business acquisitions resulting in a net decrease of accounts payable and accrued liabilities, current portion of long-term debt, long-term debt, future income tax assets and other long-term liabilities of $5,801,000, $3,287,000, $2,685,000, $2,145,000 and $320,000, respectively, and a net increase of cash and non-controlling interest of $43,000 and $75,000, respectively, whereas goodwill decreased by $9,916,000.
d) Consideration of purchase price
During fiscal 2008, the Company paid balances of purchase price relating to certain business acquisition resulting in a net decrease of long-term debt by $3,954,000.
     
CGI group Inc.          2010 Annual report   65

 


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Note 19
Discontinued operations
In fiscal 2008, the Company classified its Canadian claims adjusting and risk management services and actuarial services businesses as discontinued operations. The Canadian claims adjusting and risk management services business was divested in July 2008 and the actuarial services business was divested in February 2009 (Note 18b of 2009 Transactions and 2008 Transactions).
The following table presents summarized financial information related to discontinued operations:
                         
    2010     2009     2008  
 
    $     $     $  
Revenue
          2,511       64,851  
Operating expenses1
          1,046       68,747  
Amortization
          14       1,624  
 
Earnings (loss) before income taxes
          1,451       (5,520 )
Income tax expense (recovery)2
          143       (386 )
 
Earnings (loss) from discontinued operations
          1,308       (5,134 )
 
1   For the year ended September 30, 2009, operating expenses from discontinued operations include a gain on disposition of $1,494,000. For the year ended September 30, 2008, it includes an impairment of goodwill of $4,051,000 and a loss on disposition of $965,000.
 
2   Income tax expense (recovery) does not bear a normal relation to earnings (loss) before income taxes since the sale includes goodwill of $1,499,000 for the year ended September 30, 2009 ($7,732,000 for the year ended September 30, 2008), which has no tax basis.
The related cash flow information of discontinued operations is as follows:
                         
    2010     2009     2008  
 
    $     $     $  
Cash provided by (used in) operating activities
          164       (818 )
Cash used in investing activities
          (3 )     (250 )
 
Total cash provided by (used in) discontinued operations
          161       (1,068 )
 
Note 20
Joint venture: supplementary information
The Company’s proportionate share of its joint venture investee’s operations included in the consolidated financial statements is as follows:
                 
    2010     2009  
 
    $     $  
Balance sheets
               
Current assets
    38,148       37,608  
Non-current assets
    2,992       2,998  
Current liabilities
    15,609       14,721  
Non-current liabilities
    933       445  
 
                         
    2010     2009     2008  
 
    $     $     $  
Statements of earnings
                       
Revenue
    91,015       101,964       87,887  
Expenses
    79,597       88,552       77,381  
 
Net earnings
    11,418       13,412       10,506  
 
         
CGI group Inc.          2010 Annual report       66


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    2010     2009     2008  
 
    $     $     $  
Statements of cash flows
                       
Cash provided by (used in):
                       
Operating activities
    13,763       25,542       4,879  
Investing activities
    (733 )     (570 )     (412 )
Financing activities
    (12,740 )     (12,250 )     (13,720 )
 
Note 21
Supplementary cash flow information
a) Net change in non-cash working capital items is as follows for the years ended September 30:
                         
    2010     2009     2008  
 
    $     $     $  
Accounts receivable
    125,928       31,749       (13,164 )
Work in progress
    (59,579 )     (22,450 )     (43,785 )
Prepaid expenses and other current assets
    17,933       8,399       (12,692 )
Accounts payable and accrued liabilities
    (46,810 )     (39,255 )     5,762  
Accrued compensation
    (74,443 )     38,009       (5,327 )
Deferred revenue
    22,415       15,194       (13,323 )
Income taxes
    (8,386 )     25,974       (31,357 )
 
 
    (22,942 )     57,620       (113,886 )
 
b) Non-cash operating, investing and financing activities related to continuing operations are as follows for the years ended September 30:
                         
    2010     2009     2008  
 
    $     $     $  
Operating activities
                       
Accounts receivable
    (693 )     (1,476 )     408  
Work in progress
    2,707              
Accounts payable and accrued liabilities
          (1,817 )     (2,723 )
Deferred revenue
    3,750       4,779        
 
 
    5,764       1,486       (2,315 )
 
                         
Investing activities
                       
 
Purchase of capital assets
    (42,982 )     (27,040 )     (17,559 )
Purchase of intangible assets
    (23,708 )     (4,779 )     (13,185 )
 
 
    (66,690 )     (31,819 )     (30,744 )
 
                         
Financing activities
                       
 
Increase in obligations under capital leases
    38,200       27,040       17,559  
Increase in obligations
    22,033             13,185  
Issuance of shares
    693       1,476       (408 )
Repurchase of Class A subordinate shares
          1,817       2,723  
 
 
    60,926       30,333       33,059  
 
         
CGI group Inc.          2010 Annual report       67


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c) Interest paid and income taxes paid are as follows for the years ended September 30:
                         
    2010     2009     2008  
 
    $     $     $  
Interest paid
    13,254       16,558       26,847  
Income taxes paid
    104,724       63,125       139,803  
 
Note 22
Segmented information
The Company is managed through three operating segments, in addition to Corporate services, namely: Canada, U.S. & India and Europe & Asia Pacific (Note 8). The segments are based on a delivery view and the results incorporate domestic activities as well as impacts from our delivery model utilizing our centers of excellence.
The following presents information on the Company’s operations based on its management structure.
                                         
                                    2010  
 
            U.S. &     Europe &              
    Canada     India     Asia Pacific     Corporate     Total  
 
    $     $     $     $     $  
Segment revenue
    2,170,082       1,483,593       242,152             3,895,827  
Intersegment revenue elimination
    (57,670 )     (83,194 )     (22,846 )           (163,710 )
 
Revenue
    2,112,412       1,400,399       219,306             3,732,117  
 
Earnings (loss) from continuing operations before acquisition-related and integration costs, interest on long-term debt, interest income, other (income) expense, gain on sale of capital assets and income tax expense1
    375,998       192,305       89       (56,490 )     511,902  
 
Total assets
    2,083,675       2,166,397       180,780       176,339       4,607,191  
 
1   Amortization included in Canada, U.S. & India, Europe & Asia Pacific and Corporate is $132,073,000, $69,010,000, $5,790,000 and $11,584,000, respectively, for the year ended September 30, 2010.
                                         
                                    2009  
 
            U.S. &     Europe &              
    Canada     India     Asia Pacific     Corporate     Total  
 
    $     $     $     $     $  
Segment revenue
    2,216,042       1,421,366       305,417             3,942,825  
Intersegment revenue elimination
    (36,383 )     (59,579 )     (21,702 )           (117,664 )
 
Revenue
    2,179,659       1,361,787       283,715             3,825,161  
 
Earnings (loss) from continuing operations before acquisition-related and integration costs, interest on long-term debt, interest income, other (income) expense, gain on sale of capital assets and income tax expense1
    320,702       171,965       18,639       (50,565 )     460,741  
 
Total assets
    2,341,074       985,289       197,619       375,928       3,899,910  
 
1 Amortization included in Canada, U.S. & India, Europe & Asia Pacific and Corporate is $116,243,000, $78,819,000, $7,247,000 and $14,495,000, respectively, for the year ended September 30, 2009. Amortization includes an impairment of $11,143,000 mainly related to other intangible assets in the U.S. & India segment.
                                         
                                    2008  
 
            U.S. &     Europe &              
    Canada     India     Asia Pacific     Corporate     Total  
 
    $     $     $     $     $  
Segment revenue
    2,356,629       1,137,457       296,745             3,790,831  
Intersegment revenue elimination
    (21,063 )     (50,944 )     (12,961 )           (84,968 )
 
Revenue
    2,335,566       1,086,513       283,784             3,705,863  
 
Earnings (loss) from continuing operations before acquisition-related and integration costs, interest on long-term debt, interest income, other (income) expense, gain on sale of capital assets and income tax expense1
    332,827       129,401       24,692       (56,434 )     430,486  
 
Total assets
    2,274,589       1,113,303       197,900       94,766       3,680,558  
 
1   Amortization included in Canada, U.S. & India, Europe & Asia Pacific and Corporate is $111,903,000, $54,358,000, $5,069,000 and $13,524,000, respectively, for the year ended September 30, 2008.
         
CGI group Inc.          2010 Annual report       68


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The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies (Note 2). Intersegment revenue is priced as if the revenue was from third parties.
GEOGRAPHIC INFORMATION
The following table provides information for capital assets based on their location:
                 
    2010     2009  
 
    $     $  
Capital assets
               
Canada
    161,993       155,072  
U.S.
    59,306       40,528  
Other
    16,725       16,818  
 
 
    238,024       212,418  
 
The geographic revenue information based on client’s location approximates the revenue presented under the operating segments.
INFORMATION ABOUT SERVICES
The following table provides revenue information based on services provided by the Company:
                         
    2010     2009     2008  
 
    $     $     $  
Outsourcing
                       
IT Services
    1,870,804       1,817,943       1,523,562  
BPS
    412,341       405,516       485,454  
Systems integration and consulting
    1,448,972       1,601,702       1,696,847  
 
 
    3,732,117       3,825,161       3,705,863  
 
MAJOR CUSTOMER INFORMATION
Contracts with the U.S. federal government and its various agencies accounted for $510,786,000 of revenues included within the U.S. & India segment for the year ending September 30, 2010 ($394,436,000 and $360,926,000 for the years ending September 30, 2009 and 2008, respectively).
Note 23
Related party transactions
In the normal course of business, the Company is party to contracts with Innovapost, a joint venture, pursuant to which the Company is its preferred IT supplier. The Company exercises joint control over Innovapost’s operating, financing and investing activities through its 49% ownership interest.
Transactions and resulting balances, which were measured at commercial rates (exchange amount), are presented below.
Revenue was $81,760,000, $108,139,000 and $124,461,000 for the years ending September 30, 2010, 2009 and 2008, respectively.
                 
    2010     2009  
 
    $     $  
Accounts receivable
    681       10,542  
Work in progress
    1,076       5,937  
Contract costs
    6,210       8,706  
Deferred revenue
    1,012       3,351  
 
         
CGI group Inc.          2010 Annual report       69


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Note 24
Employee future benefits
Generally, the Company does not offer pension plan or post-retirement benefits to its employees with the exception of the following:
  The Company has defined contribution pension plans mainly covering certain European employees. For the years ended September 30, 2010, 2009 and 2008, the plan expense was $5,343,000, $5,053,000 and $5,303,000, respectively.
 
  The Company maintains a 401(k) defined contribution plan covering substantially all U.S. employees. Since January 1, 2008, the Company matches employees’ contributions to a maximum of US$2,500 per year. Prior to that date, the maximum was US$1,000 per year. For the years ended September 30, 2010, 2009 and 2008, the amounts of the Company’s contributions were $8,212,000, $7,557,000 and $5,069,000, respectively.
 
  The Company maintains two non-qualified deferred compensation plans covering some of its U.S. management. One of these plans is an unfunded plan and the non-qualified deferred compensation liability totaled $2,376,000 as at September 30, 2010 ($3,211,000 at September 30, 2009). The other plan is a funded plan for which 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, included in other long-term assets, composed of investments, vary with employees’ contributions and changes in the value of the investments. The change in liability associated with the plan is equal to the change of the assets. The assets in the trust and the associated liabilities totalled $16,318,000 as at September 30, 2010 ($13,108,000 as at September 30, 2009).
 
  The Company maintains a post-employment benefits plan to cover certain former retired employees associated with the divested Canadian claims adjusting and risk management services business. The post-employment benefits liability totalled $7,008,000 as at September 30, 2010 ($7,201,000 at September 30, 2009). The Company measures its benefits liability as at September 30 of each year. An actuarial valuation was performed at September 30, 2008, and the next actuarial valuation will be as at September 30, 2011.
Note 25
Commitments, contingencies and guarantees
A) COMMITMENTS
At September 30, 2010, the Company is committed under the terms of operating leases with various expiration dates up to 2030, primarily for the rental of premises and computer equipment used in outsourcing contracts, in the aggregate amount of approximately $917,834,000. Minimum lease payments due in the next five years and thereafter are as follows:
         
    $  
 
2011
    135,003  
2012
    118,971  
2013
    104,238  
2014
    88,739  
2015
    84,135  
Thereafter
    386,748  
 
The Company entered into long-term service and other agreements representing a total commitment of $107,721,000. Minimum payments under these agreements due in each of the next five years and thereafter are as follows:
         
    $  
 
2011
    54,237  
2012
    28,730  
2013
    17,644  
2014
    5,073  
2015
    1,409  
Thereafter
    628  
 
As of April 19, 2007, the Company became committed under the agreement between shareholders of Conseillers en informatique d’affaires (“CIA”) to purchase the remaining shares of CIA by October 1, 2011. As at September 30, 2010, 32.44% of shares of CIA remains to be purchased. The purchase price of the remaining shares will be calculated by a formula as defined in the shareholders’ agreement. If the Company had purchased the remainder of CIA’s shares on September 30, 2010, the consideration would have been approximately $10,363,000.
         
CGI group Inc.          2010 Annual report       70


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B) CONTINGENCIES
From time to time, the Company is involved in legal proceedings, audits, claims and litigation arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a materially adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities.
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 financial condition of the Company.
C) GUARANTEES
Sale of assets and business divestitures
In connection with the sale of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in representations and warranties, intellectual property right infringement and litigation against counterparties. While some of the agreements specify a maximum potential exposure of approximately $14,570,000 in total, others do not specify a maximum amount or limited period. It is impossible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at September 30, 2010. 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, 2010, the Company provided for a total of $128,161,000 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 performance or bid 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.
In addition, the Company provides a guarantee of $5,900,000 of the residual value of a leased property, accounted for as an operating lease, at the expiration of the lease term.
Note 26
Financial instruments
FAIR VALUE
All financial assets classified as held-to-maturity or loans and receivables, as well as financial liabilities classified as other liabilities, are initially measured at their fair values and subsequently at their amortized cost using the effective interest rate method. All financial assets and liabilities classified as held for trading are measured at their fair values. Gains and losses related to periodic revaluations are recorded in net earnings.
The Company has made the following classifications:
  Cash and cash equivalents (Note 3), short-term investments, and deferred compensation plan assets (Note 24) are designated as held for trading as this reflects management’s intentions.
 
  Trade accounts receivable (Note 4), work in progress, and funds held for clients are classified as loans and receivables.
 
  Accounts payable and accrued liabilities, accrued compensation, long-term debt, excluding obligations under capital leases (Note 10), and clients’ funds obligations are classified as other liabilities.
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 held for trading.
At September 30, 2010 and 2009, the estimated fair values of trade accounts receivable, work in progress, funds held for clients, accounts payable and accrued liabilities, accrued compensation, long-term debt, with the exception of Senior U.S. unsecured notes and the unsecured committed revolving term facility, and clients’ funds obligations approximate their respective carrying values.
The fair values of Senior U.S. unsecured notes and the unsecured committed revolving term facility, estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions, are $112,937,000 and $941,396,000 at September 30, 2010, respectively, as compared to their carrying value of $109,899,000 and $964,223,000, respectively. At September 30, 2009, the fair value of the Senior U.S.
         
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unsecured notes was $116,859,000 as compared to its carrying value of $114,061,000, and the fair value of the revolving term facility approximated its carrying value of $126,043,000 (Note 10).
The following table summarizes the fair value of outstanding hedging instruments:
                         
            2010     2009  
 
    Recorded as     $     $  
 
Hedge on net investments in self-sustaining foreign subsidiaries
                       
US$920,000 debt designated as the hedging instrument to the Company’s net investment in U.S. subsidiaries (US$100,000 as at September 30, 2009)
  Long term debt     947,416       107,220  
€12,000 debt designated as the hedging instrument to the Company’s net investment in European subsidiaries (€12,000 as at September 30, 2009)
  Long term debt     16,807       18,823  
 
Cash flow hedges on future revenue
                       
US$130,380 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Canadian dollar (US$192,660 as at September 30, 2009)
  Other current assets     8,918       8,303  
  Other long-term assets     11,433       16,148  
US$44,820 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Indian rupee (US$62,940 as at September 30, 2009)
  Other current assets     2,378       1,495  
  Other long-term assets     1,121       488  
  Other long-term liabilities           78  
$89,040 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($110,315 as at September 30, 2009)
  Accrued liabilities     1,570       2,005  
  Other long-term liabilities     3,396       7,570  
 
Cash flow hedges on Senior U.S. unsecured notes
                       
US$107,000 foreign currency forward contracts (US$107,000 as at September 30, 2009)
  Other current asset     1,277        
  Other long-term assets     763       5,736  
The Company expects that approximately $11,096,000 of the accumulated net unrealized gains on all derivative financial instruments designated as cash flow hedges at September 30, 2010 will be reclassified in net income in the next 12 months.
FAIR VALUE HIERARCHY
Fair value measurements recognized in the balance sheet 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.
The Company categorized the fair value measurement of cash and cash equivalents, short-term investments and deferred compensation plan assets in Level 1. For the cash flow hedges on future revenue and cash flow hedges on Senior U.S. unsecured notes, the Company categorized the fair value measurement in Level 2, as they are primarily derived from observable market inputs.
MARKET RISK (INTEREST RATE RISK AND CURRENCY RISK)
Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk and currency risk, affect the fair values of financial assets and liabilities.
Interest rate risk
The Company is exposed to interest rate risk on a portion of its long-term debt (Note 10) and does not currently hold any financial instruments that mitigate this risk. 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 rates. The Company mitigates this risk principally through foreign debt and forward contracts. The Company enters, from time to time, into foreign exchange forward contracts to hedge forecasted cash flows or contractual cash flows in currencies other than the functional currency of its subsidiaries (Note 2). 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 U.S. dollar and the euro. As at September 30, 2010, the portion of the cash and cash equivalents, accounts receivable, work in progress, accounts payable and accrued liabilities and accrued compensation denominated in U.S. dollars amount to US$16,427,000, US$184,237,000, US$260,687,000, US$116,353,000 and US$78,340,000, respectively. Additionally, as at September 30, 2010, the portion of the same items denominated in euros amount to €13,881,000, €18,462,000, €943,000, €9,924,000, and €3,237,000, respectively.
         
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The following table details the Company’s sensitivity to a 10% strengthening of the U.S. dollar and the euro foreign currency rates on net earnings and comprehensive income against the Canadian dollar. The sensitivity analysis presents the impact of foreign currency denominated monetary items and adjusts their translation at period end for a 10% strengthening in foreign currency rates. For a 10% weakening of the U.S. dollar and the euro against the Canadian dollar, there would be an equal and opposite impact on net earnings and comprehensive income.
                                 
    2010     2009  
    U.S. dollar     Euro     U.S. dollar     Euro  
    impact     impact     impact     impact  
 
Increase in net earnings
    16,485       116       11,739       938  
Increase in comprehensive income
    161,456       11,130       79,117       12,409  
 
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 credit facilities, 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 table summarizes the carrying amount and the contractual maturities of both the interest and principal portion of significant financial liabilities as at September 30, 2010. All amounts contractually denominated in foreign currency are presented in Canadian dollar equivalent amounts using the period-end spot rate.
                                                 
                            Between     Between        
    Carrying     Contractual     Less than     one and     two and     Beyond  
    Amount     cash flows     one year     two years     five years     5 years  
 
    $     $     $     $     $     $  
Non-derivative financial liabilities
                                               
Accounts payable and accrued liabilities
    304,376       304,376       304,376                    
Accrued compensation
    191,486       191,486       191,486                    
Senior U.S. unsecured notes
    109,899       116,799       93,113       1,236       22,450        
Unsecured committed revolving term facility
    964,223       977,861       9,092       968,769              
Obligations repayable in blended monthly instalments
    22,049       23,961       6,292       5,052       11,211       1,406  
Clients’ funds obligations
    248,695       248,695       248,695                    
Derivative financial liabilities
                                               
Cash flow hedge on future revenue
                                               
Outflow
    4,966       5,562       1,637       1,740       2,185        
(Inflow)
    (23,850 )     (24,658 )     (11,447 )     (7,323 )     (5,888 )      
 
 
    1,821,844       1,844,082       843,244       969,474       29,958       1,406  
 
As at September 30, 2010, the Company is holding cash and cash equivalents and short-term investments of $141,020,000 ($343,427,000 at September 30, 2009). The Company also has available $519,931,000 in unsecured revolving credit facilities and $25,000,000 in demand lines of credit (Note 10) ($1,359,279,000 and $25,000,000, respectively, at September 30, 2009). In addition, the funds held for clients of $248,695,000 ($332,359,000 at September 30, 2009) fully cover the clients’ funds obligations. 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.
         
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CREDIT RISK
The Company takes on exposure to credit risk, which is the risk that a client 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, short-term investments, work in progress and accounts receivable.
Cash equivalents consist mainly of highly liquid investments, such as money market funds and term deposits, as well as bankers’ acceptances and bearer deposit notes issued by major banks (Note 3). None of the cash equivalents are in asset backed commercial paper products. The Company has deposited the cash equivalents with reputable financial institutions, from which management believes the risk of loss to be remote.
The Company has accounts receivable and work in progress 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 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.
The following table sets forth details of the age of accounts receivable that are past due:
                 
    2010     2009  
 
    $     $  
Not past due
    301,106       267,784  
Past due 1-30 days
    28,864       9,183  
Past due 31-60 days
    5,738       13,086  
Past due 61-90 days
    5,018       4,979  
Past due more than 90 days
    20,147       33,737  
 
 
    360,873       328,769  
Allowance for doubtful accounts
    (11,524 )     (11,122 )
 
 
    349,349       317,647  
 
The carrying amount of accounts receivable is reduced by an allowance account and the amount of the loss is recognized in the consolidated statement 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 statement of earnings. Overall, management does not believe that any single industry or geographic region represents a significant credit risk to the Company.
         
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Note 27
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. At September 30, 2010, total managed capital was $3,447,527,000 ($2,901,811,000 at September 30, 2009). Managed capital consists of long-term debt, including the current portion (Note 10), cash and cash equivalents (Note 3), short-term investments 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:
  Debt/Capitalization
 
  Net Debt/Capitalization
 
  Debt/EBITDA
Debt represents long-term debt, including the current portion. Net debt, capitalization and EBITDA are non-GAAP measures. Net debt represents debt (including the impact of the fair value of forward contracts) less cash and cash equivalents and short-term investments. Capitalization is shareholders’ equity plus debt. EBITDA is calculated as earnings from continuing operations before income taxes, interest expense on long-term debt and depreciation and amortization. The Company believes that the results of the current internal ratios are consistent with its capital management objectives.
The Company is subject to external covenants on its credit facilities and its Senior U.S. unsecured notes. On the credit facilities, the ratios are as follows:
  A leverage ratio, which is the ratio of total debt to EBITDA for the four most recent quarters.
 
  An interest and rent coverage ratio, which is the ratio of the EBITDAR for the four most recent quarters to the total interest expense and the operating rentals in the same periods. EBITDAR, a non-GAAP measure, is calculated as EBITDA plus rent expense.
 
  A minimum net worth requirement, whereby shareholders’ equity, excluding foreign exchange translation adjustments included in accumulated other comprehensive loss, cannot be less than a specified threshold.
The ratios for the credit facilities are calculated on a consolidated basis, excluding Innovapost, which is a joint venture.
On the Senior U.S. unsecured notes, the ratios are as follows:
  A leverage ratio, which is the ratio of total debt adjusted for operating rent to EBITDAR for the four most recent quarters.
 
  A fixed charges coverage ratio, which is the ratio of the EBITDAR to the sum of interest expense plus operating rentals for the period for the four most recent quarters.
 
  A minimum net worth requirement, whereby shareholders’ equity, excluding foreign exchange translation adjustments included in accumulated other comprehensive loss, cannot be less than a specified threshold.
The ratios for the Senior U.S. unsecured notes are calculated based on specific subsidiaries of the Company that represent a significant portion of the Company’s consolidated operations.
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.
         
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Note 28
Reconciliation of results reported in accordance with Canadian GAAP to U.S. GAAP
The material differences between Canadian and U.S. GAAP affecting the Company’s consolidated financial statements are detailed as follows:
                         
            2009     2008  
            (Restated     (Restated  
    2010     Note 2a)     Note 2a)  
    $     $     $  
 
Reconciliation of net earnings:
                       
Net earnings — Canadian GAAP
    362,766       317,205       294,000  
Adjustments for:
                       
Stock-based compensation (i)
    (213 )     (3,759 )     (4,127 )
Warrants (ii)
    863       1,404       (5,721 )
Reversal of income tax provision (iii)
          (517 )     (7,452 )
Other (iv)
    (140 )     594       216  
 
Net earnings — U.S. GAAP
    363,276       314,927       276,916  
 
 
                       
Attributable to:
                       
Shareholders of CGI Group Inc.
    362,896       314,188       276,048  
Non-controlling interest
    380       739       868  
 
Basic earnings per share attributable to shareholders of CGI Group Inc. — U.S. GAAP
    1.27       1.02       0.87  
Diluted earnings per share attributable to shareholders of CGI Group Inc. — U.S. GAAP
    1.24       1.01       0.86  
 
Net earnings — U.S. GAAP
    363,276       314,927       276,916  
Other comprehensive (loss) income
    (35,756 )     35,434       64,649  
 
Comprehensive income — U.S. GAAP
    327,520       350,361       341,565  
 
 
                       
Attributable to:
                       
Shareholders of CGI Group Inc.
    327,140       349,622       340,697  
Non-controlling interest
    380       739       868  
 
 
                       
Reconciliation of shareholders’ equity:
                       
Equity attributable to shareholders of CGI Group Inc. — Canadian GAAP
    2,152,631       2,275,254       1,997,001  
Adjustments for:
                       
Stock-based compensation (ix)
    58,411       58,411       58,411  
Warrants (ii)
    (7,125 )     (7,988 )     (9,392 )
Reversal of income tax provision (iii)
    (7,969 )     (7,969 )     (7,452 )
Unearned compensation (v)
    (3,694 )     (3,694 )     (3,694 )
Integration costs (vi)
    (6,606 )     (6,606 )     (6,606 )
Goodwill (vii)
    28,078       28,078       28,078  
Income taxes and adjustment for change in accounting policy (viii)
    9,715       9,715       9,715  
Other (iv)
    (3,405 )     (3,265 )     (3,859 )
 
Equity attributable to shareholders of CGI Group Inc. — U.S. GAAP
    2,220,036       2,341,936       2,062,202  
 
Equity attributable to non-controlling interest — Canadian and U.S. GAAP
    6,452       6,342       5,922  
 
     
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(i) Stock-based compensation
Beginning in fiscal 2008, the Company issued stock options with a three-year graded vesting period and a performance criteria. Under Canadian GAAP, the compensation cost for this type of option has been accounted for on a straight-line basis because the awards of graded vesting options have a similar expected life. Under U.S. GAAP, the graded vesting method must be used. The adjustment represents the compensation cost difference between using the straight-line and graded vesting method. This adjustment does not have an impact on shareholders’ equity.
(ii) Warrants
Under Canadian GAAP, the fair value of warrants issued in connection with long-term outsourcing contracts is recorded as contract costs and amortized on a straight-line basis over the initial contract term. Under U.S. GAAP, the fair value of equity instruments issued was subtracted from the initial proceeds received in determining revenue. The 2010, 2009, and 2008 adjustments reflect the reversal of contract cost amortization, net of income taxes, which is included as a reduction to Canadian GAAP consolidated net earnings.
The fiscal 2008 adjustment also includes final determinations from agreements with tax authorities and expirations of statutes of limitations of prior year tax liabilities associated with the issuance of warrants that resulted in the reversal of $7,125,000 in tax liabilities during fiscal 2008. The reversal of this recovery was included as an increase to Canadian GAAP consolidated earnings.
(iii) Reversal of income tax provision
During fiscal 2009 and fiscal 2008, the Company reversed one-time income tax provisions pertaining to the determination of prior year tax liabilities after final agreement with tax authorities and the expirations of statutes of limitations relating to business acquisitions. The reversal of the provisions was included as an increase to Canadian GAAP consolidated earnings. Under U.S. GAAP, the adjustment was applied to the goodwill attributable to the acquisition prior to the adoption of ASC Topic 805, ''Business Combination’’ on October 1, 2009. (Refer to (x) Recent accounting changes).
(iv) Capitalization of intangible assets
Effective October 1, 2008, the Company adopted Section 3064, “Goodwill and Intangible Assets”. As a result of the standard, there is new guidance relating to eligible capitalizable costs in the development of intangibles. Under U.S. GAAP, there were no changes to capitalization standards. This adjustment is one of the items included in “other” and represents the net effect of costs that were expensed or capitalized under Canadian GAAP for which the accounting treatment is different under U.S. GAAP. For the years ended September 30, 2010, 2009 and 2008, the adjustment to U.S. GAAP net earnings is a decrease of $959,000, $198,000 and $368,000, respectively. As at September 30, 2010, 2009 and 2008, the adjustment to U.S. GAAP shareholders’ equity is an increase of $1,186,000, $2,145,000 and $2,341,000, respectively.
(v) Unearned compensation
Under Canadian GAAP, prior to July 1, 2001, unvested stock options granted as a result of a business combination were not recorded. The adjustment reflects the intrinsic value of unvested stock options (see (vii) below) that would have been recorded as a separate component of shareholders’ equity for U.S. GAAP purposes. This unearned compensation was amortized over approximately three years, being the estimated remaining future vesting service period.
(vi) Integration costs
Under Canadian GAAP, prior to January 1, 2001, certain restructuring costs relating to the purchaser may be recognized in the purchase price allocation when accounting for business combinations, subject to certain conditions. Under U.S. GAAP, only costs relating directly to the acquired business may be considered in the purchase price allocation. This adjustment represents the charge to consolidated net earnings, net of goodwill amortization in 2001, recorded for Canadian GAAP purposes and net of income taxes.
(vii) Goodwill
The goodwill adjustment to shareholders’ equity results principally from the difference in the value assigned to stock options issued to IMRglobal Corp. employees. Under Canadian GAAP, the fair value of the outstanding vested stock options is recorded as part of the purchase price allocation whereas under U.S. GAAP, the fair value of both vested and unvested outstanding stock options granted as a result of the business acquisition is recorded. See (v) above for a further discussion relating to this item.
(viii) Income taxes and adjustment for change in accounting policy
On October 1, 1999, the Company adopted the recommendations of CICA Handbook Section 3465, “Income taxes”. The recommendations of Section 3465 are similar to the provisions of ASC Topic 740, “Income Taxes”, issued by the Financial Accounting Standards Board (“FASB”). Upon the implementation of Section 3465, the Company recorded an adjustment to reflect the difference between the assigned value and the tax basis of assets acquired in a business combination, which resulted in future income tax liabilities. The Company recorded this amount through a reduction of retained earnings as part of the cumulative adjustment. Under U.S. GAAP, this amount would have been reflected as additional goodwill.
(ix) Stock-based compensation
Under Canadian GAAP, stock-based compensation cost was accounted for using the fair value based method beginning October 1, 2004. Under U.S. GAAP, ASC Topic 718, “Compensation — Stock Compensation”, did not require adoption of this standard until fiscal years beginning on or after June 15, 2005. The 2005 adjustments represent the charge to consolidated net earnings recorded for Canadian GAAP purposes as no such expense was recorded or required under U.S. GAAP. Beginning October 1, 2005, there is no difference between Canadian and U.S. GAAP in connection to stock-based compensation cost.
     
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(x) Recent accounting changes
In December 2007, FASB issued ASC Topic 805, “Business Combinations,” which became effective for the Company as of October 1, 2009 via prospective application to business combinations. This standard is similar to the corresponding provisions of CICA Section 1582, “Business Combinations”, (refer to Note 2a). As a result of the adoption of ASC Topic 805, tax adjustments for a total amount of $29,716,000 related to the final determinations and expiration of limitation periods were recognized during the year ended September 30, 2010 as a reduction of the income tax expense rather than applied to goodwill. This new accounting treatment is consistent with CICA Section 1582. Consequently, there is no GAAP difference in the year ended September 30, 2010 with respect to these items.
In December 2007, FASB issued ASC Topic 810, “Consolidation”, which became effective for the Company as of October 1, 2009 via retrospective application. This standard is similar to the corresponding provisions of CICA Section 1601 “Consolidated Financial Statements” and Section 1602, “Non-Controlling Interests”, (refer to Note 2a). The Company adopted ASC Topic 810 without significant effect on the Company’s consolidated financial statements. The effects on future periods will depend on the nature and significance of business combinations subject to these standards.
(xi) Future accounting changes
In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements”, an amendment to FASB ASC Topic 605, “Revenue Recognition”, and ASU 2009-14, “Certain Revenue Arrangements That Include Software Elements”, an amendment to FASB ASC Subtopic 985-605, “Software — Revenue Recognition”. ASU 2009-13 provides authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under this ASU, when VSOE or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 also includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. ASU 2009-14 provides guidance on arrangements that include software elements, including tangible products that have software components that are essential to the functionality of the tangible product and will no longer be within the scope of the software revenue recognition guidance, and software-enabled products that will now be subject to other relevant revenue recognition guidance. These standards must be adopted in the same period using the same transition method and are effective prospectively, with retrospective adoption permitted, for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Effective October 1, 2010, the Company will adopt these standards, on a prospective basis. The effects on future periods will depend on the nature and significance of the future customer contracts subject to these standards.
     
CGI group Inc.          2010 Annual report   78

 


Table of Contents

     The following documents are filed as exhibits to this Amendment No. 1 to Annual Report:
     
23.1
  Consent of Ernst & Young LLP
 
   
23.2
  Consent of Deloitte & Touche LLP
 
   
99.1
  Certification of the Registrant’s Chief Executive Officer required pursuant to Rule 13a-14(a).
 
   
99.2
  Certification of the Registrant’s Chief Financial Officer required pursuant to Rule 13a-14(a).
 
   
99.3
  Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
99.4
  Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


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SIGNATURES
     Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Amendment No. 1 to this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
         
  Groupe CGI Inc./CGI Group Inc.
 
 
  By:   /s/ Benoit Dubé    
Date: February 23, 2011    Name:   Benoit Dubé   
    Title:   Executive Vice-President and Chief Legal Officer   

 


Table of Contents

         
EXHIBIT INDEX
     
23.1
  Consent of Ernst & Young LLP
 
   
23.2
  Consent of Deloitte & Touche LLP
 
   
99.1
  Certification of the Registrant’s Chief Executive Officer required pursuant to Rule 13a-14(a).
 
   
99.2
  Certification of the Registrant’s Chief Financial Officer required pursuant to Rule 13a-14(a).
 
   
99.3
  Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
99.4
  Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.