Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024

Commission File Number 000-29716

CGI INC.

(Translation of registrant’s name into English)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statements on Form S-8, Reg. Nos. 333-197742, 333-220741, 333-261831 and 333-261832.

EXHIBIT INDEX


Exhibit Number		Description

99.1		Management’s Discussion and Analysis of Financial Position and Results of Operations for the three and nine months ended June 30, 2024 and 2023.

99.2		Consolidated unaudited financial statements for the three and nine months ended June 30, 2024 and 2023.

99.3		Press release concerning results dated July 31, 2024.

99.4		Press release concerning an organizational change dated May 22, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CGI INC.
		(Registrant)

Date: July 31, 2024	By:	/s/ Benoit Dubé
		Name:	Benoit Dubé
		Title:	Executive Vice-President,
			Legal and Economic Affairs, and
			Corporate Secretary

Exhibit 99.1

LOGO

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

July 31, 2024

BASIS OF PRESENTATION

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

Throughout this document, CGI Inc. is referred to as “CGI”, “we”, “us”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the interim condensed consolidated financial statements and the notes thereto for the three and nine months ended June 30, 2024 and 2023. CGI’s accounting policies are in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). All dollar amounts are in Canadian dollars unless otherwise noted.

MATERIALITY OF DISCLOSURES

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

FORWARD-LOOKING STATEMENTS

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


© 2024 CGI Inc.		Page 1

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

declare and pay dividends, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this MD&A are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this MD&A, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in section 8 - Risk Environment, which is incorporated by reference in this cautionary statement. We also caution readers that the risks described in the previously mentioned section and in other sections of this MD&A are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.


© 2024 CGI Inc.		Page 2

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

KEY PERFORMANCE MEASURES

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

The table below summarizes our most relevant key performance measures:


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

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

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

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

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

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


© 2024 CGI Inc.		Page 3

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023


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

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

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

		Adjusted EBIT (non-GAAP) – is a measure of earnings excluding specific items, net finance costs and income tax expense. Management believes its use of this measure, which excludes items that are non-related to day-to-day operations, such as the impact of specific items, capital structure and income taxes, is helpful to investors to better evaluate the Company’s core operating performance. This measure also allows for better comparability from period-to-period and trend analysis. A reconciliation of the adjusted EBIT to its closest IFRS measure can be found in section 3.6. of the present document.

		Adjusted EBIT margin (non-GAAP) – is obtained by dividing our adjusted EBIT by our revenues. Management believes its use of this measure, which evaluates our core operating performance before specific items, capital structure and income taxes when compared to the growth of our revenues, is relevant to investors for better comparability from period-to-period. This measure demonstrates the Company’s ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the adjusted EBIT to its closest IFRS measure can be found in section 3.6. of the present document.

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

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

		Diluted earnings per share (diluted EPS) – is a measure of net earnings generated for shareholders on a per share basis, assuming all dilutive elements are exercised. Please refer to note 5 of our interim condensed consolidated financial statements for additional information on earnings per share.

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

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


© 2024 CGI Inc.		Page 4

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023


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

		Effective tax rate excluding specific items (non-GAAP) – is obtained by dividing our income tax expense by earnings before income taxes, before specific items. Management believes its use of this measure allows for better comparability from period-to-period of its effective tax rate on its operations, and is useful for investors for the same reason. A reconciliation of the effective tax rate excluding specific items to its closest IFRS measure can be found in section 3.8.3. of the present document.
Liquidity		Cash provided by operating activities – is a measure of cash generated from managing our day-to-day business operations. Management believes strong operating cash flow is indicative of financial flexibility, allowing us to execute the Company’s strategy.

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

		Days sales outstanding (DSO) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by our most recent quarter’s revenue over 90 days. Management tracks this metric closely to ensure timely collection and healthy liquidity. Management believes that this measure is useful for investors as it demonstrates the Company’s ability to timely convert its trade receivables and work in progress into cash.
Capital Structure		Net debt (non-GAAP) – is obtained by subtracting from our debt and lease liabilities, our cash and cash equivalents, short-term investments, long-term investments and adjusting for fair value of foreign currency derivative financial instruments related to debt. Management believes its use of the net debt metric to monitor the Company’s financial leverage is useful for investors as it provides insight into its financial strength. A reconciliation of net debt to its closest IFRS measure can be found in section 4.5. of the present document.

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

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


© 2024 CGI Inc.		Page 5

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

REPORTING SEGMENTS

The Company is managed through the following nine operating segments: Western and Southern Europe (primarily France, Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

Effective October 1, 2023, as part of the Cost Optimization Program (see section 3.6.2. of the present document), the Company centralized some internal administrative activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.

Please refer to sections 3.4. and 3.7. of the present document and to note 10 of our interim condensed consolidated financial statements for additional information on our segments.


© 2024 CGI Inc.		Page 6

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

MD&A OBJECTIVES AND CONTENTS

In this document, we:

^·

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

^·

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

^·

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

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


Section	Contents		Pages

1. Corporate Overview	1.1.	About CGI	9
	1.2.	Vision and Strategy	10
	1.3.	Competitive Environment	10

2. Highlights and Key Performance Measures	2.1.	Selected Quarterly Information and Key Performance Measures	11
	2.2.	Stock Performance	12
	2.3.	Investment in Subsidiaries	13
	2.4.	Subsequent Event	13

	2.5.	Announcement of Dividend Program	14

3. Financial Review	3.1.	Bookings and Book-to-Bill Ratio	15

	3.2.	Foreign Exchange	16

	3.3.	Revenue Distribution	17

	3.4.	Revenue by Segment	18

	3.5.	Operating Expenses	23

	3.6.	Earnings Before Income Taxes	24

	3.7.	Adjusted EBIT by Segment	25

	3.8.	Net Earnings and Earnings Per Share	28

4. Liquidity	4.1.	Interim Condensed Consolidated Statements of Cash Flows	30

	4.2.	Capital Resources	34

	4.3.	Contractual Obligations	34

	4.4.	Financial Instruments and Hedging Transactions	34

	4.5.	Selected Measures of Capital Resources and Liquidity	35

	4.6.	Guarantees	36

	4.7.	Capability to Deliver Results	36

5. Changes in Accounting Policies	A summary of accounting standards adopted and future accounting standard changes.		37


© 2024 CGI Inc.		Page 7

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023


Section	Contents		Pages

6. Critical Accounting Estimates	A discussion of the critical accounting estimates made in the preparation of the interim condensed consolidated financial statements.		39

7. Integrity of Disclosure	A discussion of the existence of appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete and reliable.		42

8. Risk Environment	8.1.	Risks and Uncertainties	43
8. Risk Environment	8.2.	Legal Proceedings	56


© 2024 CGI Inc.		Page 8

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

1. Corporate Overview

1.1. ABOUT CGI

Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading IT and business consulting services firm with approximately 90,000 consultants and professionals worldwide. We use the power of technology to help clients accelerate their holistic digital transformation.

CGI has a people-centered culture, operating where our clients live and work to build trusted relationships and to advance our shared communities. Our consultants and professionals are committed to providing actionable insights that help clients achieve business outcomes. CGI’s global delivery centers complement our proximity-based teams, offering clients added options that deliver scale, innovation and delivery excellence in every engagement.

End-to-end services and solutions

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

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

ii.

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

iii.

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

Deep industry and technology expertise

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

Our targeted industries include financial services (including banking and insurance), government (including space), manufacturing, retail and distribution (including consumer services, transportation and logistics), communications and utilities (including energy and media), and health (including life sciences). To help orchestrate our global posture across these industries, our leaders regularly participate in cabinet meetings and councils to advance the strategies, services and solutions we deliver to our clients.


© 2024 CGI Inc.		Page 9

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Helping clients leverage technology to its fullest

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

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

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

^·

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

^·

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

^·

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

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

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

Quality processes

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

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

1.2. VISION AND STRATEGY

CGI is unique compared to most companies, as our vision is based on a dream: “To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of.” This dream has motivated us since our founding in 1976 and drives our vision: “To be a global, world-class end-to-end IT and business consulting services leader helping our clients succeed.” For further details, please refer to section 1.2. of CGI’s MD&A for the years ended September 30, 2023 and 2022, which is available on CGI’s website at www.cgi.com and which was filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

1.3. COMPETITIVE ENVIRONMENT

There have been no significant changes to our competitive environment since the end of Fiscal 2023. For further details, please refer to section 1.3. of CGI’s MD&A for the years ended September 30, 2023 and 2022 which is available on CGI’s website at www.cgi.com and which was filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.


© 2024 CGI Inc.		Page 10

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

2.	Highlights and Key Performance Measures

2.1. SELECTED QUARTERLY INFORMATION & KEY PERFORMANCE MEASURES



As at and for the three months ended	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sept. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sept. 30, 2022

In millions of CAD unless otherwise noted

Growth

Revenue	3,672.0	3,740.8	3,603.0	3,507.3	3,623.4	3,715.3	3,450.3	3,247.2

Year-over-year revenue growth	1.3%	0.7%	4.4%	8.0%	11.2%	13.7%	11.6%	8.0%

Constant currency revenue growth	0.2%	0.0%	1.5%	2.2%	6.3%	11.4%	12.3%	13.9%

Backlog¹	27,563	26,823	26,573	26,059	25,633	25,241	25,011	24,055

Bookings	4,280	3,754	4,187	3,996	4,388	3,839	4,035	3,636

Book-to-bill ratio	116.6%	100.4%	116.2%	113.9%	121.1%	103.3%	117.0%	112.0%

Book-to-bill ratio trailing twelve months	111.7%	112.8%	113.6%	113.7%	113.3%	109.1%	108.9%	108.5%

Profitability

Earnings before income taxes	594.0	577.4	527.1	557.9	559.0	564.5	516.5	485.9

Earnings before income taxes margin	*16.2%*	15.4%	14.6%	15.9%	15.4%	15.2%	15.0%	15.0%

Adjusted EBIT²	602.8	628.5	584.2	573.0	584.8	600.8	554.1	521.7

Adjusted EBIT margin	*16.4%*	16.8%	16.2%	16.3%	16.1%	16.2%	16.1%	16.1%

Net earnings	440.1	426.9	389.8	414.5	415.0	419.4	382.4	362.4

Net earnings margin	*12.0%*	11.4%	10.8%	11.8%	11.5%	11.3%	11.1%	11.2%

Diluted EPS (in dollars)	1.91	1.83	1.67	1.76	1.75	1.76	1.60	1.51

Net earnings excluding specific items²	440.2	459.4	427.2	421.2	425.7	435.0	398.2	373.1

Net earnings margin excluding specific items	*12.0%*	12.3%	11.9%	12.0%	11.7%	11.7%	11.5%	11.5%

Diluted EPS excluding specific items (in dollars)²	1.91	1.97	1.83	1.79	1.80	1.82	1.66	1.56

Liquidity

Cash provided by operating activities	496.7	502.0	577.2	628.7	409.1	469.1	605.3	488.9

As a percentage of revenue	*13.5%*	13.4%	16.0%	17.9%	11.3%	12.6%	17.5%	15.1%

Days sales outstanding	42	40	41	44	44	41	44	49

Capital structure

Long-term debt and lease liabilities³	3,045.6	3,028.9	3,001.1	3,742.3	3,765.9	3,852.7	3,876.4	3,976.2

Net debt²	1,854.0	1,730.5	1,843.7	2,134.6	2,279.6	2,529.0	2,503.8	2,946.9

Net debt to capitalization ratio	17.2%	16.4%	17.6%	20.4%	21.7%	24.0%	24.1%	28.8%

Return on invested capital	16.1%	15.9%	15.9%	16.0%	15.7%	15.6%	15.5%	15.7%

Balance sheet

Cash and cash equivalents, and short-term investments	1,158.7	1,273.0	1,141.0	1,575.6	1,471.9	1,285.5	1,331.1	972.6

Total assets	15,793.9	15,737.4	15,513.5	15,799.5	16,080.1	16,101.7	15,915.9	15,175.4

Long-term financial liabilities⁴	2,389.5	2,363.1	2,319.4	2,386.2	2,885.2	2,946.1	2,971.6	3,731.3

¹	Approximately $10.6 billion of our backlog as at June 30, 2024 is expected to be converted into revenue within the next twelve months, $9.4 billion within one to three years, $3.3 billion within three to five years and $4.3 billion in more than five years.

²	Please refer to Adjusted EBIT by Segment, Net Earnings and Earnings per Share Excluding Specific Items and Selected Measures of Capital Resources and Liquidity sections of each quarter’s respective MD&A for the reconciliation of non-GAAP financial measures.

³	Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.

⁴	Long-term financial liabilities include the long-term portion of the debt, long-term portion of lease liabilities and the long-term derivative financial instruments.


© 2024 CGI Inc.		Page 11

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

2.2. STOCK PERFORMANCE

LOGO

2.2.1. Q3 2024 Trading Summary

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


TSX	(CAD)	NYSE	(USD)

Open:	149.40	Open:	110.19

High:	149.82	High:	110.51

Low:	132.06	Low:	96.92

Close:	136.55	Close:	99.81

CDN average daily trading volumes¹:	617,490	NYSE average daily trading volumes:	177,655

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


© 2024 CGI Inc.		Page 12

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

2.2.2. Normal Course Issuer Bid (NCIB)

On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the TSX for the renewal of its NCIB, which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting shares (Class A Shares) representing 10% of the Company’s public float as of the close of business on January 23, 2024. Class A Shares may be purchased for cancellation under the NCIB commencing on February 6, 2024, until no later than February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A Shares allowable under the NCIB or elects to terminate the bid.

During the three months ended June 30, 2024, the Company purchased for cancellation 3,506,678 Class A Shares under its current NCIB for a total consideration of $488.9 million, at a weighted average price of $139.43. The purchased shares included 2,887,878 Class A Shares purchased for cancellation from Caisse de dépôt et placement du Québec (CDPQ), for a total cash consideration of $400.0 million, at a weighted average price of $138.51. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

In addition, the Company paid for and cancelled 67,000 Class A Shares under its current NCIB for a total consideration of $10.0 million, which were purchased but were neither paid nor cancelled as at March 31, 2024.

During the nine months ended June 30, 2024, the Company purchased for cancellation 6,190,108 Class A Shares for a total consideration of $875.9 million, net of fees, at a weighted average price of $141.49 under the previous and current NCIB.

In addition, the Company paid for and cancelled 68,550 Class A Shares under the previous NCIB for a total consideration of $9.2 million, which were purchased but were neither paid nor cancelled as at September 30, 2023.

As at June 30, 2024, the Company could purchase up to 15,142,329 Class A Shares for cancellation under its current NCIB.

2.2.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at July 26, 2024:


Capital Stock and Options Outstanding	As at July 26, 2024

Class A subordinate voting shares		203,787,994

Class B shares (multiple voting)		24,122,758

Options to purchase Class A subordinate voting shares		4,188,751

2.3. INVESTMENT IN SUBSIDIARIES

On October 10, 2023, the Company acquired Momentum Consulting Corp., an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida for a total purchase price of $53.3 million. The acquisition added approximately 175 professionals to the Company.

On June 22, 2024, the Company entered into a definitive purchase agreement to acquire Aeyon LLC (Aeyon), subject to customary closing conditions and regulatory approvals. Aeyon is a digital transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna, Virginia. The acquisition will add approximately 725 professionals to the Company.

2.4. SUBSEQUENT EVENT

On July 3, 2024, the Company acquired the assets of Celero Solutions’ credit union business, consisting of master services agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a total purchase price of $13.0 million. The acquisition added more than 150 professionals to the Company.


© 2024 CGI Inc.		Page 13

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

2.5. ANNOUNCEMENT OF DIVIDEND PROGRAM

As part of its profitable growth strategy, CGI’s capital allocation priorities are primarily focused on investing back in the business and pursuing accretive acquisitions. The Company also has the flexibility to use a portion of its free cash for the repurchase of its Class A subordinate voting shares. In addition, today the Company is announcing that its Board of Directors has approved a dividend program under which the Company intends to pay a quarterly cash dividend to holders of its Class A subordinate voting shares and Class B shares (multiple voting) starting in its first quarter of fiscal 2025. Subject to the declaration by the Board of Directors, the Company intends to pay a quarterly cash dividend of $0.15 per share.

Future dividends and the amounts will be at the discretion of the Board of Directors after taking into account the Company’s free cash flow, earnings, financial position, market conditions and other factors the Board of Directors deems relevant, and will be communicated on a quarterly basis.


© 2024 CGI Inc.		Page 14

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.	Financial Review

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the quarter were $4.3 billion representing a book-to-bill ratio of 116.6%. The breakdown of the new bookings signed during the quarter is as follows:

LOGO

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



In thousands of CAD except for percentages	Bookings for the three months ended June 30, 2024		Bookings for the trailing twelve months ended June 30, 2024		Book-to-bill ratio for the trailing twelve months ended June 30, 2024

Total CGI		4,280,291		16,217,640	111.7%

U.S. Federal		1,047,265		2,706,480	136.9%

Western and Southern Europe		774,202		2,961,645	116.8%

U.K. and Australia		680,436		1,911,749	108.7%

U.S. Commercial and State Government		623,991		2,925,475	115.3%

Canada		353,934		2,234,394	101.3%

Scandinavia and Central Europe		336,889		1,583,895	90.2%

Finland, Poland and Baltics		245,524		1,009,574	112.1%

Northwest and Central-East Europe		218,050		884,428	103.8%


© 2024 CGI Inc.		Page 15

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.2. FOREIGN EXCHANGE

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

Closing foreign exchange rates

As at June 30,

2024

2023

Change

U.S. dollar

1.3686

1.3235

3.4%

Euro

1.4660

1.4452

1.4%

Indian rupee

0.0164

0.0161

1.9%

British pound

1.7296

1.6822

2.8%

Swedish krona

0.1291

0.1227

5.2%

Average foreign exchange rates

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

U.S. dollar

1.3683

1.3430

1.9%

1.3597

1.3510

0.6%

Euro

1.4731

1.4620

0.8%

1.4674

1.4334

2.4%

Indian rupee

0.0164

0.0163

0.6%

0.0163

0.0164

(0.6%)

British pound

1.7267

1.6814

2.7%

1.7091

1.6399

4.2%

Swedish krona

0.1281

0.1275

0.5%

0.1285

0.1280

0.4%


© 2024 CGI Inc.		Page 16

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.3. REVENUE DISTRIBUTION

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

LOGO

3.3.1. Client Concentration

IFRS guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 13.5% of our revenue for both the three months ended June 30, 2024 and 2023.

For the nine months ended June 30, 2024 and 2023, we generated 13.4% and 13.3%, respectively, of our revenue from the U.S. federal government including its various agencies.


© 2024 CGI Inc.		Page 17

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.4. REVENUE BY SEGMENT

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

The table below provides a summary of the year-over-year changes in our revenue, in total and by segment before eliminations, separately showing the impacts of foreign currency exchange rate variations between Q3 2024 and Q3 2023. For the three and nine months ended June 30, 2023, revenues by segment were recorded reflecting the actual foreign exchange rates for the respective period. The foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted with the prior year’s foreign exchange rates.

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

2024

2023

In thousands of CAD except for percentages

Total CGI revenue

3,671,977

3,623,428

1.3

11,015,761

10,789,024

2.1

Constant currency revenue growth

0.2%

0.5%

Foreign currency impact

1.1%

1.6%

Variation over previous period

1.3%

2.1%

Western and Southern Europe

Revenue prior to foreign currency impact

638,478

656,796

(2.8

1,930,762

1,999,398

(3.4

Foreign currency impact

5,093

48,592

Western and Southern Europe revenue

643,571

656,796

(2.0

1,979,354

1,999,398

(1.0

U.S. Commercial and State Government

Revenue prior to foreign currency impact

581,232

569,829

2.0

1,736,228

1,710,729

1.5

Foreign currency impact

11,001

12,769

U.S. Commercial and State Government revenue

592,233

569,829

3.9

1,748,997

1,710,729

2.2

Canada

Revenue prior to foreign currency impact

506,672

518,792

(2.3

1,522,264

1,555,308

(2.1

Foreign currency impact

407

Canada revenue

506,750

518,792

(2.3

1,522,671

1,555,308

(2.1

U.S. Federal

Revenue prior to foreign currency impact

489,980

492,371

(0.5

1,469,219

1,445,425

1.6

Foreign currency impact

9,066

9,344

U.S. Federal revenue

499,046

492,371

1.4

1,478,563

1,445,425

2.3

Scandinavia and Central Europe

Revenue prior to foreign currency impact

407,505

416,672

(2.2

1,247,835

1,256,750

(0.7

Foreign currency impact

2,445

17,210

Scandinavia and Central Europe revenue

409,950

416,672

(1.6

1,265,045

1,256,750

0.7

U.K. and Australia

Revenue prior to foreign currency impact

379,822

381,513

(0.4

1,117,091

1,079,789

3.5

Foreign currency impact

10,219

46,418

U.K. and Australia revenue

390,041

381,513

2.2

1,163,509

1,079,789

7.8

Finland, Poland and Baltics

Revenue prior to foreign currency impact

217,964

211,245

3.2

637,944

635,149

0.4

Foreign currency impact

2,267

18,187

Finland, Poland and Baltics revenue

220,231

211,245

4.3

656,131

635,149

3.3


© 2024 CGI Inc.		Page 18

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

2024

2023

In thousands of CAD except for percentages

Northwest and Central-East Europe

Revenue prior to foreign currency impact

212,922

193,594

10.0

611,652

568,800

7.5

Foreign currency impact

(73)

11,490

Northwest and Central-East Europe revenue

212,849

193,594

9.9

623,142

568,800

9.6

Asia Pacific

Revenue prior to foreign currency impact

240,986

228,591

5.4

713,383

672,384

6.1

Foreign currency impact

611

(4,261)

Asia Pacific revenue

241,597

228,591

5.7

709,122

672,384

5.5

Eliminations

(44,291

)

(45,975

)

(3.7

(130,773)

(134,708)

(2.9

For the three months ended June 30, 2024, revenue was $3,672.0 million, an increase of $48.5 million or 1.3% over the same period last year. On a constant currency basis, revenue increased by 0.2%. The increase in revenue was mainly due to organic growth within the government and MRD vertical markets, one more available day to bill in most segments and a recent business acquisition. This was partially offset by lower demand within the financial services and communication and utilities vertical markets, as well as reevaluation of cost to complete on certain projects within the U.S. Federal and Scandinavia and Central Europe segments.

For the nine months ended June 30, 2024, revenue was $11,015.8 million, an increase of $226.7 million or 2.1% over the same period last year. On a constant currency basis, revenue increased by 0.5%. The increase in revenue was mainly due to organic growth within the government, including higher IP-based revenues, and MRD vertical markets, as well as a recent business acquisition. This was partially offset by lower demand within the financial services and health vertical markets, as well as one less available day to bill in most segments.

3.4.1. Western and Southern Europe

For the three months ended June 30, 2024, revenue in the Western and Southern Europe segment was $643.6 million, a decrease of $13.2 million or 2.0% over the same period last year. On a constant currency basis, revenue decreased by $18.3 million or 2.8%. The change in revenue was mainly due to lower demand within the financial services vertical market, as well as lower demand and successful completion of projects in the prior year within the MRD vertical market. This was partially offset by organic growth within the government vertical market.

For the nine months ended June 30, 2024, revenue in the Western and Southern Europe segment was $1,979.4 million, a decrease of $20.0 million or 1.0% over the same period last year. On a constant currency basis, revenue decreased by $68.6 million or 3.4%. The change in revenue was mainly due to the same factors identified in the quarter, as well as one less available day to bill.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $378 million and $1,178 million for the three and nine months ended June 30, 2024, respectively.

3.4.2. U.S. Commercial and State Government

For the three months ended June 30, 2024, revenue in the U.S. Commercial and State Government segment was $592.2 million, an increase of $22.4 million or 3.9% over the same period last year. On a constant currency basis, revenue increased by $11.4 million or 2.0%. The increase in revenue was mainly due to organic growth within the government, communications and utilities and MRD vertical markets, a recent business acquisition, as well as IP license sales within the financial services vertical market. This was partially offset by lower business and strategic IT consulting and systems integration services demand within the financial services and health vertical markets.


© 2024 CGI Inc.		Page 19

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

For the nine months ended June 30, 2024, revenue in the U.S. Commercial and State Government segment was $1,749.0 million, an increase of $38.3 million or 2.2% over the same period last year. On a constant currency basis, revenue increased by $25.5 million or 1.5%. The increase in revenue was mainly due to the same factors identified in the quarter, partially offset by higher IP license sales as a percentage of IP revenue in the prior year.

On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and government, generating combined revenues of approximately $390 million and $1,129 million for the three and nine months ended June 30, 2024, respectively.

3.4.3. Canada

For the three months ended June 30, 2024, revenue in the Canada segment was $506.8 million, a decrease of $12.0 million or 2.3% over the same period last year. On a constant currency basis, revenue decreased by $12.1 million or 2.3%. The change in revenue was mainly due to lower demand within the communications and utilities and financial services vertical markets. This was partially offset by one more available day to bill.

For the nine months ended June 30, 2024, revenue in the Canada segment was $1,522.7 million, a decrease of $32.6 million or 2.1% over the same period last year. On a constant currency basis, revenue decreased by $33.0 million or 2.1%. The change in revenue was mainly due to lower demand within the financial services and communications and utilities vertical markets, partially offset by organic growth within the government vertical market.

On a client geographic basis, the top two Canada vertical markets were financial services and communications and utilities, generating combined revenues of approximately $333 million and $1,012 million for the three and nine months ended June 30, 2024, respectively.

3.4.4. U.S. Federal

For the three months ended June 30, 2024, revenue in the U.S. Federal segment was $499.0 million, an increase of $6.7 million or 1.4% over the same period last year. On a constant currency basis, revenue decreased by $2.4 million or 0.5%. The change in revenue was mainly due to the reevaluation of cost to complete on a specific project, partially offset by organic growth in managed services engagements.

For the nine months ended June 30, 2024, revenue in the U.S. Federal segment was $1,478.6 million, an increase of $33.1 million or 2.3% over the same period last year. On a constant currency basis, revenue increased by $23.8 million or 1.6%. The increase in revenue was mainly due to organic growth in managed services engagements.

For the three and nine months ended June 30, 2024, 91% of revenues within the U.S. Federal segment were for federal civilian-based agencies for both periods.

3.4.5. Scandinavia and Central Europe

For the three months ended June 30, 2024, revenue in the Scandinavia and Central Europe segment was $410.0 million, a decrease of $6.7 million or 1.6% over the same period last year. On a constant currency basis, revenue decreased by $9.2 million or 2.2%. The change in revenue was mainly driven by lower demand within the communications and utilities and MRD vertical markets and an adjustment due to the reevaluation of cost to complete on a specific project. This was partially offset by one more available day to bill.

For the nine months ended June 30, 2024, revenue in the Scandinavia and Central Europe segment was $1,265.0 million, an increase of $8.3 million or 0.7% over the same period last year. On a constant currency basis, revenue decreased by $8.9 million or 0.7%. The change in revenue was mainly driven by lower demand within the communications and utilities and MRD vertical markets and one less available day to bill. This was partially offset by organic growth within the government vertical market, including an increase in IP-based revenue.

On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government, generating combined revenues of approximately $301 million and $928 million for the three and nine months ended June 30, 2024, respectively.


© 2024 CGI Inc.		Page 20

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.4.6. U.K. and Australia

For the three months ended June 30, 2024, revenue in the U.K. and Australia segment was $390.0 million, an increase of $8.5 million or 2.2% over the same period last year. On a constant currency basis, revenue decreased by $1.7 million or 0.4%. The change in revenue was mainly due to lower demand within the communication and utilities and financial services vertical markets. This was partially offset by two more available days to bill and organic growth within the government vertical market.

For the nine months ended June 30, 2024, revenue in the U.K. and Australia segment was $1,163.5 million, an increase of $83.7 million or 7.8% over the same period last year. On a constant currency basis, revenue increased by $37.3 million or 3.5%. The increase in revenue was mainly due to organic growth across most vertical markets, predominantly within the government vertical market.

On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and utilities, generating combined revenues of $334 million and $998 million for the three and nine months ended June 30, 2024, respectively.

3.4.7. Finland, Poland and Baltics

For the three months ended June 30, 2024, revenue in the Finland, Poland and Baltics segment was $220.2 million, an increase of $9.0 million or 4.3% over the same period last year. On a constant currency basis, revenue increased by $6.7 million or 3.2%. The increase in revenue was mainly due to organic growth across most vertical markets and one more available day to bill.

For the nine months ended June 30, 2024, revenue in the Finland, Poland and Baltics segment was $656.1 million, an increase of $21.0 million or 3.3% over the same period last year. On a constant currency basis, revenue increased by $2.8 million or 0.4%. The increase in revenue was mainly due to organic growth across most vertical markets. This was partially offset by the successful completion of IP integration projects in the prior year within the health vertical market and one less available day to bill.

On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were financial services and government, generating combined revenues of approximately $131 million and $382 million for the three and nine months ended June 30, 2024, respectively.

3.4.8. Northwest and Central-East Europe

For the three months ended June 30, 2024, revenue in the Northwest and Central-East Europe segment was $212.8 million, an increase of $19.3 million or 9.9% over the same period last year. On a constant currency basis, revenue increased by $19.3 million or 10.0%. The increase in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based revenue, and one more available day to bill.

For the nine months ended June 30, 2024, revenue in the Northwest and Central-East Europe segment was $623.1 million, an increase of $54.3 million or 9.6% over the same period last year. On a constant currency basis, revenue increased by $42.9 million or 7.5%. The increase in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based revenue, and a favourable client contract settlement. This was partially offset by one less available day to bill.

On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government, generating combined revenues of approximately $141 million and $407 million for the three and nine months ended June 30, 2024, respectively.

3.4.9. Asia Pacific

For the three months ended June 30, 2024, revenue in the Asia Pacific segment was $241.6 million, an increase of $13.0 million or 5.7% over the same period last year. On a constant currency basis, revenue increased by $12.4 million or 5.4%. The increase in revenue was mainly driven by the continued demand for our offshore delivery centers across all commercial vertical markets, including the ramp up of a new managed services contract within the MRD vertical market.


© 2024 CGI Inc.		Page 21

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

For the nine months ended June 30, 2024, revenue in the Asia Pacific segment was $709.1 million, an increase of $36.7 million or 5.5% over the same period last year. On a constant currency basis, revenue increased by $41.0 million or 6.1%. The increase in revenue was mainly due to the same factors identified in the quarter, partially offset by one less available day to bill.


© 2024 CGI Inc.		Page 22

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.5. OPERATING EXPENSES

For the three months ended June 30,

For the nine months ended June 30,

2024

% of
revenue

2023

% of
revenue

2024

% of
revenue

2023

% of
revenue

In thousands of CAD except for percentages

Costs of services, selling and administrative

3,070,655

83.6%

3,037,083

83.8%

9,199,955

83.5%

9,050,008

83.9%

Foreign exchange (gain) loss

(1,510

)

—%

1,524

—%

286

—%

(686

)

—%

3.5.1. Costs of Services, Selling and Administrative

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

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

For the three months ended June 30, 2024, costs of services, selling and administrative expenses amounted to $3,070.7 million, an increase of $33.6 million when compared to the same period last year. As a percentage of revenue, costs of services, selling and administrative expenses decreased to 83.6% from 83.8%.

As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to the reevaluation of cost to complete on certain projects, higher employee medical costs and the impact of a favourable supplier contract settlement in the prior year. This was partially offset by one more available day to bill in most segments.

As a percentage of revenue, costs of selling and administrative decreased compared to the same period last year, mainly due to savings generated from the Cost Optimization Program (see section 3.6.2. of the present document).

For the nine months ended June 30, 2024, costs of services, selling and administrative expenses amounted to $9,200.0 million, an increase of $149.9 million when compared to the same period last year. As a percentage of revenue, costs of services, selling and administrative expenses decreased to 83.5% from 83.9%.

As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to higher employee medical costs and one less available day to bill in most segments. This was partially offset by profitable organic growth within the government vertical market, including higher IP-based revenues.

During the three months ended June 30, 2024, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavourably impacted costs by $33.0 million, which was offset by the favourable translation impact of $42.5 million on our revenue.

During the nine months ended June 30, 2024, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavourably impacted costs by $130.5 million, which was offset by the favourable translation impact of $168.9 million on our revenue.

3.5.2. Foreign Exchange (Gain) Loss

During the three months ended June 30, 2024, CGI recognized $1.5 million of foreign exchange gains, and during the nine months ended June 30, 2024, CGI incurred $0.3 million of foreign exchange losses, mainly driven by the timing of payments combined with the volatility of foreign exchange rates. The Company, in addition to its natural hedges, uses derivatives as a strategy to manage its exposure, to the extent possible.


© 2024 CGI Inc.		Page 23

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.6. EARNINGS BEFORE INCOME TAXES

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



	For the three months ended June 30,								For the nine months ended June 30,

	2024		% of revenue		2023		% of revenue		2024		% of revenue		2023		% of revenue

In thousands of CAD except for percentage

Earnings before income taxes		593,967		16.2%		558,981		15.4%		1,698,539		15.4%		1,639,986		15.2%

Plus the following items:

Acquisition-related and integration costs		100		—%		13,032		0.4%		2,423		—%		53,401		0.5%

Cost optimization program		—		—%		—		—%		91,063		0.8%		—		—%

Net finance costs		8,765		0.2%		12,808		0.4%		23,495		0.2%		46,315		0.4%

Adjusted EBIT		602,832		16.4%		584,821		16.1%		1,815,520		16.5%		1,739,702		16.1%

3.6.1. Acquisition-Related and Integration Costs

For the three and nine months ended June 30, 2024, the Company incurred $0.1 million and $2.4 million, respectively, of business acquisition-related and integration costs for the integration towards the CGI operating model.

For the three months ended June 30, 2024, these costs were mainly related to costs of rationalizing the redundancy of employment. For the same period last year, these costs were mainly related to costs of rationalizing the redundancy of employment for $7.8 million and vacating leased premises for $2.1 million.

For the nine months ended June 30, 2024, these costs were mainly related to vacating leased premises for $0.8 million and costs of rationalizing the redundancy of employment for $0.4 million. For the same period last year, these costs were mainly related to costs of rationalizing the redundancy of employment for $23.2 million and vacating leased premises for $11.2 million.

3.6.2. Cost Optimization Program

During the three months ended September 30, 2023, the Company initiated a cost optimization program (Cost Optimization Program) to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio.

As at March 31, 2024, the Company completed its Cost Optimization Program for a total cost of $100.0 million, of which $91.1 million was expensed during the six months ended March 31, 2024, and nil during the three months ended June 30, 2024. These amounts included costs for terminations of employment of $69.5 million and costs of vacating leased premises of $21.6 million.

3.6.3. Net Finance Costs

Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the three and nine months ended June 30, 2024, the net finance costs decreased by $4.0 million and $22.8 million, respectively, mainly due to additional interest income from our financial assets and by the scheduled repayment in full in December 2023 of the unsecured committed term loan credit facility.


© 2024 CGI Inc.		Page 24

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.7. ADJUSTED EBIT BY SEGMENT

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD except for percentages

Western and Southern Europe

78,097

80,778

(3.3

269,056

277,510

(3.0

As a percentage of segment revenue

12.1%

12.3%

13.6%

13.9%

U.S. Commercial and State Government

94,282

98,365

(4.2

244,210

244,782

(0.2

As a percentage of segment revenue

15.9%

17.3%

14.0%

14.3%

Canada

110,169

115,843

(4.9

352,300

350,117

0.6

As a percentage of segment revenue

21.7%

22.3%

23.1%

22.5%

U.S. Federal

83,515

87,125

(4.1

228,660

232,135

(1.5

As a percentage of segment revenue

16.7%

17.7%

15.5%

16.1%

Scandinavia and Central Europe

28,407

29,027

(2.1

115,173

106,634

8.0

As a percentage of segment revenue

6.9%

7.0%

9.1%

8.5%

U.K. and Australia

62,292

55,526

12.2

189,341

155,879

21.5

As a percentage of segment revenue

16.0%

14.6%

16.3%

14.4%

Finland, Poland and Baltics

37,155

22,740

63.4

94,775

83,200

13.9

As a percentage of segment revenue

16.9%

10.8%

14.4%

13.1%

Northwest and Central East-Europe

33,318

23,158

43.9

98,043

75,400

30.0

As a percentage of segment revenue

15.7%

12.0%

15.7%

13.3%

Asia Pacific

75,597

72,259

4.6

223,962

214,045

4.6

As a percentage of segment revenue

31.3%

31.6%

31.6%

31.8%

Adjusted EBIT

602,832

584,821

3.1

1,815,520

1,739,702

4.4

Adjusted EBIT margin

16.4%

16.1%

16.5%

16.1%

For the three months ended June 30, 2024, adjusted EBIT for the quarter was $602.8 million, an increase of $18.0 million when compared to the same period last year. Adjusted EBIT margin increased to 16.4% from 16.1% when compared to the same period last year. The increase in adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program and one more available day to bill in most segments. This was partially offset by the impact of the reevaluation of cost to complete on certain projects, higher employee medical costs and the impact of a favourable supplier contract settlement in the prior year.

For the nine months ended June 30, 2024, adjusted EBIT for the quarter was $1,815.5 million, an increase of $75.8 million when compared to the same period last year. Adjusted EBIT margin increased to 16.5% from 16.1% when compared to the same period last year. The increase in adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program, profitable organic growth within the government vertical market, including higher IP-based revenues, and lower performance based compensation accruals. This was offset by higher employee medical costs and one less available day to bill in most segments.

3.7.1. Western and Southern Europe

For the three months ended June 30, 2024, adjusted EBIT in the Western and Southern Europe segment was $78.1 million, a decrease of $2.7 million when compared to the same period last year. Adjusted EBIT margin decreased to 12.1% from 12.3%. The change in adjusted EBIT margin was mainly due to lower demand within the financial services vertical market. This was partially offset by savings generated from the Cost Optimization Program.

For the nine months ended June 30, 2024, adjusted EBIT in the Western and Southern Europe segment was $269.1 million, a decrease of $8.5 million when compared to the same period last year. Adjusted EBIT margin decreased to 13.6% from 13.9%.


© 2024 CGI Inc.		Page 25

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

The change in adjusted EBIT margin was mainly due to one less available day to bill, less tax credits and the retroactive impact of a new fringe benefit legislation in France. This was partially offset by lower performance based compensation accruals and savings generated from the Cost Optimization Program.

3.7.2. U.S. Commercial and State Government

For the three months ended June 30, 2024, adjusted EBIT in the U.S. Commercial and State Government segment was $94.3 million, a decrease of $4.1 million when compared to the same period last year. Adjusted EBIT margin decreased to 15.9% from 17.3%. The change in adjusted EBIT margin was mainly due to the impact of a favourable supplier contract settlement in the prior year and higher employee medical costs. This was partially offset by IP licence sales in the financial services vertical market and savings generated from the Cost Optimization Program.

For the nine months ended June 30, 2024, adjusted EBIT in the U.S. Commercial and State Government segment was $244.2 million, a decrease of $0.6 million when compared to the same period last year. Adjusted EBIT margin decreased to 14.0% from 14.3%. The change in adjusted EBIT margin was mainly due to higher employee medical costs, an impairment taken on a business solution and the impact of a favourable supplier contract settlement in the prior year. This was partially offset by profitable organic growth within most vertical markets, lower performance based compensation accruals and savings generated from the Cost Optimization Program.

3.7.3. Canada

For the three months ended June 30, 2024, adjusted EBIT in the Canada segment was $110.2 million, a decrease of $5.7 million when compared to the same period last year. Adjusted EBIT margin decreased to 21.7% from 22.3%. The change in adjusted EBIT margin was mainly due to lower demand within the communications and utilities and financial services vertical markets, partially offset by one more available day to bill and the savings generated from the Cost Optimization Program.

For the nine months ended June 30, 2024, adjusted EBIT in the Canada segment was $352.3 million, an increase of $2.2 million when compared to the same period last year. Adjusted EBIT margin increased to 23.1% from 22.5%. The increase in adjusted EBIT margin was mainly due to the the savings generated from the Cost Optimization Program and profitable organic growth within government vertical market, partially offset by lower demand within the communications and utilities vertical market.

3.7.4. U.S. Federal

For the three months ended June 30, 2024, adjusted EBIT in the U.S. Federal segment was $83.5 million, a decrease of $3.6 million when compared to the same period last year. Adjusted EBIT margin decreased to 16.7% from 17.7%. The change in adjusted EBIT margin was primarily due to higher employee medical costs and the impact of the reevaluation of cost to complete on a specific project, partially offset by savings generated from the Cost Optimization Program.

For the nine months ended June 30, 2024, adjusted EBIT in the U.S. Federal segment was $228.7 million, a decrease of $3.5 million when compared to the same period last year. Adjusted EBIT margin decreased to 15.5% from 16.1%. The change in adjusted EBIT margin was primarily due to higher employee medical costs, partially offset by savings generated from the Cost Optimization Program.

3.7.5. Scandinavia and Central Europe

For the three months ended June 30, 2024, adjusted EBIT in the Scandinavia and Central Europe segment was $28.4 million, a decrease of $0.6 million when compared to the same period last year. Adjusted EBIT margin decreased to 6.9% from 7.0%. The change in adjusted EBIT margin was primarily due to the impact of the reevaluation of cost to complete on a specific project and lower demand within the communications and utilities vertical market. This was partially offset by savings generated from the Cost Optimization Program and one more available day to bill.

For the nine months ended June 30, 2024, adjusted EBIT in the Scandinavia and Central Europe segment was $115.2 million, an increase of $8.5 million when compared to the same period last year. Adjusted EBIT margin increased to 9.1% from 8.5%. The increase in adjusted EBIT margin was primarily due to savings generated from the Cost Optimization Program and


© 2024 CGI Inc.		Page 26

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

profitable organic growth on IP-based revenues within the government vertical market. This was partially offset by the impact of the reevaluation of cost to complete on a project and one less available day to bill.

3.7.6. U.K. and Australia

For the three months ended June 30, 2024, adjusted EBIT in the U.K. and Australia segment was $62.3 million, an increase of $6.8 million when compared to the same period last year. Adjusted EBIT margin increased to 16.0% from 14.6%. The increase in adjusted EBIT margin was primarily due to two more available days to bill, favourable impact from a settlement with a supplier and savings generated from the Cost Optimization Program.

For the nine months ended June 30, 2024, adjusted EBIT in the U.K. and Australia segment was $189.3 million, an increase of $33.5 million when compared to the same period last year. Adjusted EBIT margin increased to 16.3% from 14.4%. The increase in adjusted EBIT margin was primarily due to profitable organic growth within most vertical markets, predominantly within the government and communication and utilities vertical markets, favourable impact from supplier settlements and savings generated from the Cost Optimization Program.

3.7.7. Finland, Poland and Baltics

For the three months ended June 30, 2024, adjusted EBIT in the Finland, Poland and Baltics segment was $37.2 million, an increase of $14.4 million when compared to the same period last year. Adjusted EBIT margin increased to 16.9% from 10.8%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets, savings generated from the Cost Optimization Program and one more available day to bill.

For the nine months ended June 30, 2024, adjusted EBIT in the Finland, Poland and Baltics segment was $94.8 million, an increase of $11.6 million when compared to the same period last year. Adjusted EBIT margin increased to 14.4% from 13.1%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets and savings generated from the Cost Optimization Program. This was partially offset by the successful completion of IP integration projects in the prior year within the health vertical market and one less available day to bill.

3.7.8. Northwest and Central-East Europe

For the three months ended June 30, 2024, adjusted EBIT in the Northwest and Central-East Europe segment was $33.3 million, an increase of $10.2 million when compared to the same period last year. Adjusted EBIT margin increased to 15.7% from 12.0%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets, savings generated from the Cost Optimization Program and one more available day to bill.

For the nine months ended June 30, 2024, adjusted EBIT in the Northwest and Central-East Europe segment was $98.0 million, an increase of $22.6 million when compared to the same period last year. Adjusted EBIT margin increased to 15.7% from 13.3%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets, savings generated from the Cost Optimization Program and a favourable client contract settlement. This was partially offset by one less available day to bill.

3.7.9. Asia Pacific

For the three months ended June 30, 2024, adjusted EBIT in the Asia Pacific segment was $75.6 million, an increase of $3.3 million when compared to the same period last year. Adjusted EBIT margin remained strong at 31.3% compared to 31.6%.

For the nine months ended June 30, 2024, adjusted EBIT in the Asia Pacific segment was $224.0 million, an increase of $9.9 million when compared to the same period last year. Adjusted EBIT margin remained strong at 31.6% compared to 31.8%, despite one less available day to bill.


© 2024 CGI Inc.		Page 27

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.8. NET EARNINGS AND EARNINGS PER SHARE

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

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD except for percentage and shares data

Earnings before income taxes

593,967

558,981

6.3%

1,698,539

1,639,986

3.6%

Income tax expense

153,843

144,002

6.8%

441,747

423,213

4.4%

Effective tax rate

25.9%

25.8%

26.0%

25.8%

Net earnings

440,124

414,979

6.1%

1,256,792

1,216,773

3.3%

Net earnings margin

12.0%

11.5%

11.4%

11.3%

Weighted average number of shares outstanding

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

227,154,246

233,075,350

(2.5%)

229,023,242

234,752,090

(2.4%)

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

230,540,966

236,883,434

(2.7%)

232,607,988

238,343,519

(2.4%)

Earnings per share (in dollars)

Basic

1.94

1.78

9.0%

5.49

5.18

6.0%

Diluted

1.91

1.75

9.1%

5.40

5.11

5.7%

3.8.1. Income Tax Expense

For the three months ended June 30, 2024, income tax expense was $153.8 million compared to $144.0 million over the same period last year and our effective tax rate increased to 25.9% from 25.8% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase is mainly attributable to the increase in the U.K. statutory rate partially offset by the change in non-deductible expenses. When excluding tax effects from acquisition-related and integration costs and the Cost Optimization Program, the effective tax rate increased to 25.9% from 25.6%. The increase is mainly attributable to the increase in the U.K. statutory tax rate.

For the nine months ended June 30, 2024, income tax expense was $441.7 million compared to $423.2 million over the same period last year and our effective tax rate increased to 26.0% from 25.8% for the nine months ended June 30, 2024 compared to the nine months ended June 30, 2023. When excluding tax effects from acquisition-related and integration costs and the Cost Optimization Program, the effective tax rate increased to 26.0% from 25.7%. In both cases, the increase is mainly attributable to the same factor identified for the quarter.

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

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

3.8.2. Weighted Average Number of Shares Outstanding

For Q3 2024, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Q3 2023 due to the impact of the purchase for cancellation of Class A Shares, partially offset by the exercise of stock options. The table in section 3.8.3. shows the year-over-year comparison of the weighted average number of shares outstanding. Please refer to note 5 of our interim condensed consolidated financial statements for additional information.


© 2024 CGI Inc.		Page 28

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

3.8.3. Net Earnings and Earnings per Share Excluding Specific Items

Below is a table showing the year-over-year comparison excluding specific items, namely acquisition-related and integration costs and the Cost Optimization Program.

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD except for percentages and shares data

Earnings before income taxes

593,967

558,981

6.3%

1,698,539

1,639,986

3.6%

Add back:

Acquisition-related and integration costs

100

13,032

(99.2%)

2,423

53,401

(95.5%)

Cost optimization program

—

—%

91,063

—

—%

Earnings before income taxes excluding specific items

594,067

572,013

3.9%

1,792,025

1,693,387

5.8%

Income tax expense

153,843

144,002

6.8%

441,747

423,213

4.4%

Effective tax rate

25.9%

25.8%

26.0%

25.8%

Add back:

Tax deduction on acquisition-related and integration costs

2,352

(99.1%)

484

11,338

(95.7%)

Impact on effective tax rate

—%

(0.2%)

—%

(0.1%)

Tax deduction on cost optimization program

—

—%

22,956

—

—%

Impact on effective tax rate

—%

Income tax expense excluding specific items

153,865

146,354

5.1%

465,187

434,551

7.1%

Effective tax rate excluding specific items

25.9%

25.6%

26.0%

25.7%

Net earnings excluding specific items

440,202

425,659

3.4%

1,326,838

1,258,836

5.4%

Net earnings margin excluding specific items

12.0%

11.7%

12.0%

11.7%

Weighted average number of shares outstanding

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

227,154,246

233,075,350

(2.5%)

229,023,242

234,752,090

(2.4%)

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

230,540,966

236,883,434

(2.7%)

232,607,988

238,343,519

(2.4%)

Earnings per share excluding specific items (in dollars)

Basic

1.94

1.83

6.0%

5.79

5.36

8.0%

Diluted

1.91

1.80

6.1%

5.70

5.28

8.0%


© 2024 CGI Inc.		Page 29

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.	Liquidity

4.1. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

As at June 30, 2024, cash and cash equivalents were $1,155.4 million. Cash included in funds held for clients was $433.2 million. The following table provides a summary of the generation and use of cash and cash equivalents for the three and nine months ended June 30, 2024 and 2023.

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD

Cash provided by operating activities

496,725

409,110

87,615

1,575,922

1,483,515

92,407

Cash provided by (used in) investing activities

26,849

(178,813)

205,662

(210,195)

(468,856)

258,661

Cash used in financing activities

(519,367)

(113,606)

(405,761)

(1,639,245)

(588,765)

(1,050,480)

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients

16,699

(34,536)

51,235

24,008

8,773

15,235

Net increase (decrease) in cash, cash equivalents and cash
included in funds held for clients

20,906

82,155

(61,249)

(249,510)

434,667

(684,177)


© 2024 CGI Inc.		Page 30

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.1.1. Cash Provided by Operating Activities

For the three months ended June 30, 2024, cash provided by operating activities was $496.7 million or 13.5% of revenue compared to $409.1 million or 11.3% of revenue for the same period last year. For the nine months ended June 30, 2024, cash provided by operating activities was $1,575.9 million or 14.3% of revenue compared to $1,483.5 million or 13.8% of revenue for the same period last year.

The cash provided by operating activities during the three months ended June 30, 2024 was mainly generated by net earnings before amortization, depreciation and impairment partially offset by the timing of client collections.

The cash provided by operating activities during the nine months ended June 30, 2024 was mainly generated by net earnings before amortization, depreciation and impairment and an improvement in our DSO. This was partially offset by the timing of tax instalment payments, as well as payments of performance based compensation.

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

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD

Net earnings

440,124

414,979

25,145

1,256,792

1,216,773

40,019

Amortization, depreciation and impairment

131,535

126,271

5,264

413,809

381,551

32,258

Other adjustments¹

(13,147)

(14,108)

961

(45,009)

(50,371)

5,362

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

558,512

527,142

31,370

1,625,592

1,547,953

77,639

Net change in non-cash working capital items and others:

Accounts receivable, work in progress and deferred revenue

(84,975)

(179,625)

94,650

39,156

(47,488)

86,644

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

56,232

31,645

24,587

6,027

(177,096)

183,123

Others²

(33,044)

29,948

(62,992)

(94,853)

160,146

(254,999)

Net change in non-cash working capital items and others

(61,787)

(118,032)

56,245

(49,670)

(64,438)

14,768

Cash provided by operating activities

496,725

409,110

87,615

1,575,922

1,483,515

92,407

¹	Comprised of deferred income tax recovery, foreign exchange gain (loss), share-based payment costs and gain on lease terminations.

²	Comprised of prepaid expenses and other assets, long-term financial assets (excluding long-term receivables), income taxes, derivative financial instruments and retirement benefits obligations.

The increase of $87.6 million from our cash provided by operating activities during the three months ended June 30, 2024 was mostly due to the timing of client collections and increased net earnings, partially offset by the timing of tax instalment payments.

The increase of $92.4 million from our cash provided by operating activities during the nine months ended June 30, 2024 was mostly due to the timing of supplier payments, the collection of tax credits, as well as lower payments of performance based compensation. This was partially offset by the timing of tax instalment payments.

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


© 2024 CGI Inc.		Page 31

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.1.2. Cash Provided by (Used in) Investing Activities

For the three and nine months ended June 30, 2024, $26.8 million were provided and $210.2 million were used in investing activities while $178.8 million and $468.9 million were used over the same periods last year, respectively.

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

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD

Business acquisitions (net of cash acquired)

(764)

(9,041)

8,277

(50,155)

(13,039)

(37,116)

Loan receivable

1,898

1,701

197

5,520

(17,600)

23,120

Purchase of property, plant and equipment

(27,878)

(37,597)

9,719

(86,348)

(125,314)

38,966

Additions to contract costs

(22,691)

(26,233)

3,542

(71,865)

(77,497)

5,632

Additions to intangible assets

(40,569)

(37,673)

(2,896)

(120,850)

(99,235)

(21,615)

Net change in short-term and long-term investments

116,853

(69,970)

186,823

113,503

(136,171)

249,674

Cash provided by (used in) investing activities

26,849

(178,813)

205,662

(210,195)

(468,856)

258,661

The change of $205.7 million in cash provided by investing activities during the three months ended June 30, 2024 was mainly due to net impact of proceeds and purchases of our funds held for clients’ investments.

The change of $258.7 million in cash used in investing activities during the nine months ended June 30, 2024 was mainly due to net impact of proceeds and purchases of our funds held for clients’ investments, decreased investments in computer equipment and a loan receivable from the prior year. This was partially offset by cash used in a recent business acquisition and more investments in third party software.


© 2024 CGI Inc.		Page 32

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.1.3. Cash Used in Financing Activities

For the three and nine months ended June 30, 2024, $519.4 million and $1,639.2 million were used in financing activities while $113.6 million and $588.8 million were used over the same periods last year, respectively.

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

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD

Increase of long-term debt

—

948

(948)

Repayment of long-term debt

(960)

(3,041)

2,081

(679,085)

(8,830)

(670,255)

Settlement of derivative financial instruments

—

18,087

—

18,087

Payment of lease liabilities

(40,169)

(39,203)

(966)

(118,349)

(117,498)

(851)

Repayment of debt assumed from business acquisition

—

(56,994)

56,994

Purchase for cancellation of Class A subordinate voting shares

(499,284)

(53,062)

(446,222)

(885,399)

(463,353)

(422,046)

Issuance of Class A subordinate voting shares

6,841

17,496

(10,655)

58,486

75,789

(17,303)

Purchase of Class A subordinate voting shares held in trusts

—

(66,847)

(74,455)

7,608

Withholding taxes remitted on the net settlement of performance share units

(613)

(166)

(447)

(14,881)

(13,850)

(1,031)

Net change in clients’ funds obligations

14,818

(35,630)

50,448

48,743

69,478

(20,735)

Cash used in financing activities

(519,367)

(113,606)

(405,761)

(1,639,245)

(588,765)

(1,050,480)

The increase of $405.8 million in cash used in financing activities during the three months ended June 30, 2024 was mainly driven by an increase in the settlement of Class A Shares purchased for cancellation from 390,100 Class A Shares last year to 3,573,678 Class A Shares in the three months ended June 30, 2024, partially offset by the net change in clients’ funds obligations.

The increase of $1,050.5 million in cash used in financing activities during the nine months ended June 30, 2024 was mainly driven by the scheduled repayment in full in December 2023 of the unsecured committed term loan credit facility in the amount of $670.4 million (US$500.0 million) and by an increase in the settlement of Class A Shares purchased for cancellation from 3,835,196 Class A Shares last year to a total of 6,258,658 Class A Shares in the nine months ended June 30, 2024. This was partially offset by the repayment of debt assumed from a business acquisition in the prior year.

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

For the three and nine months ended June 30, 2024, the effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients had a favourable impact of $16.7 million and $24.0 million, respectively. These amounts have no effect on net earnings as they were recorded in other comprehensive income.


© 2024 CGI Inc.		Page 33

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.2. CAPITAL RESOURCES



As at June 30, 2024	Available

In thousands of CAD

Cash and cash equivalents		1,155,400

Short-term investments		3,277

Long-term investments		23,840

Unsecured committed revolving credit facility¹		1,496,314

Total²		2,678,831

¹	As at June 30, 2024, letters of credit in the amount of $3.7 million were outstanding against the $1.5 billion unsecured committed revolving credit facility.

²	Excludes cash and long-term bonds included in funds held for clients for $433.2 million and $107.4 million, respectively.

As at June 30, 2024, cash and cash equivalents and investments represented $1,182.5 million.

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

As at June 30, 2024, the aggregate amount of the capital resources available to the Company was $2,678.8 million. Certain long-term debt agreements contain covenants which require us to maintain certain financial ratios. As at June 30, 2024, CGI was in compliance with these covenants.

As at June 30, 2024, CGI was showing a positive working capital (total current assets minus total current liabilities) of $627.4 million. The Company also had $1,496.3 million available under its unsecured committed revolving credit facility and is generating a significant level of cash, which CGI’s management currently considers will allow the Company to fund its operations while maintaining adequate levels of liquidity.

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

4.3. CONTRACTUAL OBLIGATIONS

We are committed under the terms of contractual obligations which have various expiration dates, primarily related to long-term debt and the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements. There have been no material changes to these obligations since September 30, 2023.

4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

We use various financial instruments to help us manage our exposure to fluctuations of foreign currency exchange rates and interest rates. Please refer to note 11 of our interim condensed consolidated financial statements for additional information on our financial instruments and hedging transactions.


© 2024 CGI Inc.		Page 34

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.5. SELECTED MEASURES OF CAPITAL RESOURCES AND LIQUIDITY



As at June 30,	2024		2023

In thousands of CAD except for percentages

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

Long-term debt and lease liabilities¹		3,045,603		3,765,876

Minus the following items:

Cash and cash equivalents		1,155,400		1,468,832

Short-term investments		3,277		3,060

Long-term investments		23,840		19,507

Fair value of foreign currency derivative financial instruments related to debt		9,125		(5,165)

Net debt		1,853,961		2,279,642

Net debt to capitalization ratio		17.2%		21.7%

Return on invested capital		16.1%		15.7%

Days sales outstanding		42		44

¹	As at June 30, 2024, long-term debt and lease liabilities were $2,437.5 million ($3,112.4 million as at June 30, 2023) and $608.1 million ($653.5 million as at June 30, 2023), respectively, including their current portions.

During the last twelve months, our long-term debt and lease liabilities decreased by $720.3 million mainly driven by the scheduled repayment in full of the unsecured committed term loan credit facility and the scheduled repayment of the senior unsecured notes.

We use the net debt to capitalization ratio as an indication of our financial leverage in order to realize our Build and Buy strategy (please refer to section 1.2. of CGI’s MD&A for the years ended September 30, 2023 and 2022 for additional information on our Build and Buy strategy). The net debt to capitalization ratio decreased to 17.2% in Q3 2024 from 21.7% in Q3 2023 mostly due to our cash generation, partially offset by the repurchase of shares during the last four quarters.

ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital ratio increased to 16.1% in Q3 2024 from 15.7% in Q3 2023. The increase in ROIC was mainly the result of higher net earnings excluding net finance costs after-tax over the last four quarters.

DSO decreased to 42 days at the end of Q3 2024 when compared to 44 days in Q3 2023. The decrease was mainly due to improved collections.


© 2024 CGI Inc.		Page 35

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

4.6. GUARANTEES

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

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

While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date or survival period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of guarantee or indemnification as at June 30, 2024. The Company does not expect to incur any potential payment in connection with these guarantees that could have a material adverse effect on its interim condensed consolidated financial statements.

In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once we are awarded the bid. We would also be liable for the performance bonds in the event of a default in the performance of our obligations. As at June 30, 2024, we had committed a total of $49.5 million for these bonds. To the best of our knowledge, we complied with our performance obligations under all service contracts for which there was a bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.

4.7. CAPABILITY TO DELIVER RESULTS

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

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

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

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


© 2024 CGI Inc.		Page 36

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

5.	Changes in Accounting Policies

The interim condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023 include all adjustments that CGI’s management considers necessary for the fair presentation of its financial position, results of operations, and cash flows.

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2023:

Definition of Accounting Estimates – Amendments to IAS 8

In February 2021, the IASB amended IAS 8 Accounting Policies, Changes in Accounting estimates and Errors to introduce a definition of accounting estimates and to help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction is important because changes in accounting policies must be applied retrospectively while changes in accounting estimates are accounted for prospectively.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

The implementation of these standard amendments resulted in no impact on the Company’s interim condensed consolidated financial statements.

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which was applied as of that date.

Starting for the reporting period ended March 31, 2024, the Company is subject to additional disclosure requirements on current tax expense related to Pillar Two income taxes, as well as qualitative and quantitative information about the exposure to Pillar Two income taxes. The Company has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent country-by-country reporting and financial statements for its constituent entities.

The Pillar Two Model Rules – Amendments to IAS 12 have no significant impact on the Company’s interim condensed consolidated financial statements.

FUTURE ACCOUNTING STANDARD CHANGES

The following standard amendments have been issued and will be effective as of October 1, 2024 for the Company, with earlier application permitted. The implementation of these standard amendments will result in no impact on the Company’s consolidated financial statements.

Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants – Amendments to IAS 1

In January 2020, the IASB amended IAS 1 Presentation of Financial Statements, clarifying that the classification of liabilities as current or non-current is based on existing rights at the end of the reporting period, independent of whether the Company will exercise its right to defer settlement of a liability. Subsequently, in October 2022, the IASB introduced additional amendments to IAS 1, emphasizing that covenants for long-term debt, regardless whether the covenants were compliant after the reporting date, should not affect debt classification; instead, companies are required to disclose information about these covenants in the notes accompanying their financial statements.


© 2024 CGI Inc.		Page 37

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7

In May 2023, the IASB amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to introduce new disclosure requirements to enhance the transparency on supplier finance arrangements and their impact on the Company’s liabilities, cash flows and liquidity exposure. The new disclosure requirements will include information such as terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk information around supplier finance arrangements.

The following standard amendments have been issued and will be effective as of October 1, 2026 for the Company, with earlier application permitted. The Company will evaluate the impact of these standard amendments on its consolidated financial statements.

Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income. The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that change their measurement category due to the standard amendments.

The following standard has been issued by the IASB and will be effective as of October 1, 2027 for the Company, with earlier application permitted. The Company will evaluate the impact of this standard on its consolidated financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1 Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined financial performance measures used in public communications outside financial statements and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual and interim financial statements.


© 2024 CGI Inc.		Page 38

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

6.	Critical Accounting Estimates

The Company’s significant accounting policies are described in note 3 of the audited consolidated financial statements for the years ended September 30, 2023 and 2022. Certain of these accounting policies, listed below, require management to make accounting estimates and judgements that affect the reported amounts of assets, liabilities and equity and the accompanying disclosures at the date of the interim condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. These accounting estimates are considered critical because they require management to make subjective and/or complex judgements that are inherently uncertain and because they could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

Areas impacted by estimates

Consolidated
balance
sheets

Consolidated statements of earnings

Revenue

Cost of
services,
selling and
administrative

Amortization
and
depreciation

Net finance
costs

Income

taxes

Revenue recognition¹

✓

Goodwill impairment

✓

Right-of-use assets and lease liabilities

✓

Business combinations

✓

Income taxes

✓

Litigation and claims

✓

¹	Affects the balance sheet through trade accounts receivable, work in progress, provision on revenue-generating contracts and deferred revenue.

Revenue recognition

Relative stand-alone selling price

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

Business and strategic IT consulting and systems integration services under fixed fee arrangements

Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs to measure the progress towards completion. Project managers monitor and re-evaluate project forecasts on a monthly basis. Forecasts are reviewed to consider factors such as: delays in reaching milestones and complexities in the project delivery. Forecasts can also be affected by market risks such as the availability and retention of qualified IT professionals and/or the ability of the subcontractors to perform their obligations within agreed budget and time frames. To the extent that actual labour costs could vary from estimates, adjustments to revenue following the review of the costs to complete on projects are reflected in the period in which the facts that give rise to the revision occur. Whenever the total costs are forecasted to be higher than the total revenue, a provision on revenue-generating contract is recorded.


© 2024 CGI Inc.		Page 39

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Goodwill impairment

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

The recoverable amount of each operating segment has been determined based on its value in use calculation, which includes estimates about their future financial performance based on cash flows approved by management. However, factors such as our ability to continue developing and expanding services offered to address emerging business demands and technology trends, a lengthened sales cycle and our ability to hire and retain qualified IT professionals affect future cash flows, and actual results might differ from future cash flows used in the goodwill impairment test. Key assumptions used in goodwill impairment testing are presented in note 12 of the audited consolidated financial statements for the years ended September 30, 2023 and 2022. Historically, the Company has not recorded an impairment charge on goodwill.

Right-of-use assets

Estimates of the lease term

The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease. Management uses judgement to determine the appropriate lease term based on the conditions of each lease. The Company considers all facts that create incentive to exercise an extension option or not to take a termination option including leasehold improvements, significant modification of the underlying asset or a business decision. The extension or termination options are only included in the lease term if it is reasonably certain of being exercised.

Discount rate for leases

The discount rate is used to determine the initial carrying amount of the lease liabilities and the right-of-use assets. The Company estimates the incremental borrowing rate for each lease or portfolio of leased assets, as most of the implicit interest rates in the leases are not readily determinable. To calculate the incremental borrowing rate, the Company considers its credit worthiness, the term of the arrangement, any collateral received and the economic environment at the lease date. Lease liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever the following situations occur:

–	a modification in the lease term or a change in the assessment of an option to purchase or terminate the lease, for which the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

–	a modification in the residual guarantees or in future lease payments due to a change of an index or rate tied to the payments, for which the lease liability is remeasured by discounting the revised lease payments using the initial discount rate determined when setting up the liability.

In addition, upon partial or full termination of a lease, the difference between the carrying amounts of the lease liability and the right-of-use asset is recorded in the consolidated statements of earnings.

Business combinations

Management makes assumptions when determining the acquisition-date fair value of the identifiable tangible and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates and the useful lives of the assets acquired.

Additionally, management’s judgement is required in determining whether an intangible asset is identifiable and should be recorded separately from goodwill.

Changes in the above assumptions, estimates and judgements could affect our acquisition-date fair values and therefore could have material impacts on our interim condensed consolidated financial statements. These changes are recorded as part of the purchase price allocation and therefore result in corresponding goodwill adjustments if they occurred during the measurement period, which does not exceed one year. All other subsequent changes are recorded in our consolidated statement of earnings.


© 2024 CGI Inc.		Page 40

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Income taxes

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

The Company is subject to income tax laws in numerous jurisdictions. Judgement is required in determining the worldwide provision for income taxes as the determination of tax liabilities and assets involves uncertainties in the interpretation of complex tax regulations and requires estimates and assumptions considering the existing facts and circumstances. The Company provides for potential tax liabilities based on the most likely amount of the possible outcomes. Estimates are reviewed each reporting period and updated, based on new information available, and could result in changes to the income tax liabilities and deferred tax liabilities in the period in which such determinations are made.

Litigation and claims

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


© 2024 CGI Inc.		Page 41

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

7.	Integrity of Disclosure

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

CGI’s Audit and Risk Management Committee is composed entirely of independent directors who meet the independence and experience requirements of National Instrument 52-110 adopted by the Canadian Securities Administrators as well as those of the New York Stock Exchange (NYSE) and the U.S. Securities and Exchange Commission (SEC). The role and responsibilities of the Audit and Risk Management Committee include: (i) reviewing public disclosure documents containing financial information concerning CGI; (ii) identifying and examining material financial and operating risks to which the Company is exposed, reviewing the various policies and practices of the Company that are intended to manage those risks, and reporting on a regular basis to the Board of Directors concerning risk management; (iii) reviewing and assessing the effectiveness of CGI’s accounting policies and practices concerning financial reporting; (iv) reviewing and monitoring CGI’s internal control procedures, programs and policies and assessing their adequacy and effectiveness; (v) reviewing the adequacy of CGI’s internal audit resources including the mandate and objectives of the internal auditor; (vi) recommending to the Board of Directors the appointment of the external auditor, assessing the external auditor’s independence, reviewing the terms of their engagement, conducting an annual auditor’s performance assessment, and pursuing ongoing discussions with them; (vii) reviewing related party transactions in accordance with the rules of the NYSE and other applicable laws and regulations; (viii) reviewing the audit procedures including the proposed scope of the external auditor’s examinations; and (ix) performing such other functions as are usually attributed to audit committees or as directed by the Board of Directors. In making its recommendation to the Board of Directors in relation to the annual appointment of the external auditor, the Audit and Risk Management Committee conducts an annual assessment of the external auditor’s performance following the recommendations of the Chartered Professional Accountants of Canada. The formal assessment is concluded in advance of the Annual General Meeting of Shareholders and is conducted with the assistance of key CGI employees.

The Company has established and maintains disclosure controls and procedures designed to provide reasonable assurance that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer by others, particularly during the period in which annual and interim filings are prepared, and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules.

The Company has also established and maintains internal control over financial reporting, as defined under National Instrument 52-109 and in Rule 13(a)-15(f) under the U.S. Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and the Chief Financial Officer, and effected by management and other key CGI employees, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

For the quarter ended June 30, 2024, there was no change in the Company’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.


© 2024 CGI Inc.		Page 42

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

8. Risk Environment

8.1. RISKS AND UNCERTAINTIES

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

8.1.1. External Risks

We may be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of activity.

Economic and political conditions in the markets in which we operate have a bearing upon the results of our operations, directly and through their effect on the level of business activity of our clients. We can neither predict the impact that current economic and political conditions will have on our future revenue, nor predict changes in economic conditions or future political uncertainty. The level of activity of our clients and potential clients may be affected by an economic downturn or political uncertainty. Clients may cancel, reduce or defer existing contracts and delay entering into new engagements and may decide to undertake fewer IT systems projects resulting in limited implementation of new technology and smaller engagements. Since there may be fewer engagements, competition may increase and pricing for services may decline as competitors may decrease rates to maintain or increase their market share in our industry and this may trigger pricing adjustments related to the benchmarking obligations within our contracts. Economic downturns and political uncertainty make it more difficult to meet business objectives and may divert management’s attention and time from operating and growing our business. Our business, results of operations and financial condition could be negatively affected as a result of these factors.

We may be adversely affected by additional external risks, such as terrorism, armed conflict, labour or social unrest, inflation, rising energy and commodity costs, recession, criminal activity, hostilities, disease, illness or health emergencies, natural disasters and climate change and the effects of these conditions on our clients, our business and on market volatility.

Additional external risks that could adversely impact the markets in which we operate, our industry and our business include terrorism, armed conflict, labour or social unrest, inflation, recession, criminal activity, regional and international hostilities and international responses to these hostilities, and disease, illness or health emergencies that affect local, national or international economies. Additionally, the potential impacts of climate change are unpredictable and natural disasters, sea-level rise, floods, droughts or other weather-related events present additional external risks, as they could disrupt our internal operations or the operations of our clients, impact our employee’s health and safety and increase insurance and other operating costs. Climate change risks can arise from physical risks (risks related to the physical effects of climate change), transition risks (risks related to regulatory, legal, technological and market changes from a transition to a low-carbon economy), as well as reputational risks related to our management of climate-related issues and our level of disclosure related to such matters (see Our inability to meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation of ESG initiatives and standards, could have a material adverse effect on our business). Climate change risk, and/or any of these additional external risks, may affect us or affect the financial viability of our clients leading to a reduction of demand and loss of business from such clients. Each of these risks could negatively impact our business, results of operation and financial condition.

As a result of external risks, inflation, and rising energy and commodity costs, global equity and capital markets may experience significant volatility and weakness. The duration and impact of these events are unknown at this time, nor is the impact on our operations and the market for our securities.

Prolonged periods of inflation could increase our costs and impact our profitability, which could have a material adverse effect on our business and financial condition.

High levels of inflation may subject us to significant cost pressures and lead to market volatility. As a result, governments may adopt initiatives to combat inflation (for example, raising benchmark interest rate), thus increasing our cost of borrowing and


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

decreasing the liquidity of capital markets. Our clients may have difficulty budgeting for external IT services or delay their payment for services provided. High inflation can lead to increased costs of labor and our employee compensation expenses. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases, and there is no assurance that our revenues will increase at the same rate to maintain the same level of profitability. Our inability or failure to do so could harm our business and financial condition.

Pandemics may cause disruptions in our operations and the operations of our clients (which may lead to increased risk and frequency of cybersecurity incidents), market volatility and economic disruption, which could adversely affect us.

A pandemic can create significant volatility and uncertainty and economic disruption and can pose the risk that our employees, clients, contractors and business partners may be prevented from, or restricted in, conducting business activities for an indefinite period, including due to the transmission of the disease or to emergency measures or restrictions that may be requested or mandated by governmental authorities. A pandemic may also result in governments worldwide enacting emergency preventive measures, such as the implementation of border closures, travel bans or restrictions, lock-downs, quarantine periods, vaccine mandates or passports, social distancing, testing requirements, stay-at-home and work-from-home policies and the temporary closure of non-essential businesses. These emergency measures and restrictions, and future measures and restrictions taken in response to a pandemic may cause material disruptions to businesses globally and have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect our business.

Additionally, the onset of a pandemic may affect the financial viability of our clients, and could cause them to exit certain business lines, or change the terms on which they are willing to purchase services and solutions. Clients may also slow down decision-making, delay planned work, seek to terminate existing agreements, not renew existing agreements or be unable to pay us in accordance with the terms of existing agreements.

As a result of increased remote working arrangements due to a pandemic, the exposure to, and reliance on, networked systems and the internet can increase. This can lead to increased risk and frequency of cybersecurity incidents. Cybersecurity incidents can result from unintentional events or deliberate attacks by insiders or third parties, including cybercriminals, competitors, nation-states, and hacktivists. Any of these events could cause or contribute to risk and uncertainty and could adversely affect our business, results of operations and financial condition.

As a result of a pandemic, global equity and capital markets can experience significant volatility and weakness, leading governments and central banks to react with significant monetary and fiscal interventions designed to stabilize economic conditions.

It is not possible to reliably estimate the length and severity of a pandemic or any impact on our financial results, share price and financial condition in future periods. There can be no assurance that our actions taken in response to a pandemic will succeed in preventing or mitigating any negative impacts on our Company, employees, clients, contractors and business partners.

As a foreign private issuer who files using the multijurisdictional disclosure system (MJDS), we are subject to different U.S. securities laws and rules, which could limit our level of disclosure to investors.

We are a “foreign private issuer” for purposes of U.S. securities laws who files disclosure documents using the multijurisdictional disclosure system (MJDS) and, as a result, are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. In particular, we are exempt from the rules and regulations under the U.S. securities laws related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). We also are exempt from the provisions of Regulation FD under the Exchange Act, which in certain circumstances prohibits the selective disclosure of material non-public information, although we generally attempt to comply with Regulation FD. These exemptions and leniencies may reduce the frequency and scope of information that we disclose relative to the information generally provided by U.S. domestic companies.


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

It may be difficult to enforce civil liabilities under U.S. securities laws.

The Company is governed by the Business Corporations Act (Quebec) and with its principal place of business in Canada. The enforcement by investors of civil liabilities under the U.S. securities laws may be affected adversely by the fact that we are organized under the laws of Canada, that some or all of our officers and directors may be residents of a foreign country, and that a substantial portion of our assets and those of said persons may be located outside the United States.

8.1.2. Risks Related to our Industry

The markets in which we operate are highly competitive.

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

We derive significant revenue from contracts awarded through competitive bidding processes, which limit the Company’s ability to negotiate certain contractual terms and conditions. Risks related to competitive bidding processes also involve substantial cost and managerial time and effort spent by the Company to prepare bids and proposals for contracts that may or may not be awarded to the Company, as well as expenses and delays that may arise if the Company’s competitors protest or challenge awards made to the Company pursuant to competitive bidding processes.

Even when a contract is awarded to the Company following a competitive bidding process, we may fail to accurately estimate the resources and costs required to fulfill the contract.

We may not be able to continue developing and expanding service offerings to address emerging business demands and technology trends.

The rapid pace of change in all aspects of IT and the continually declining costs of acquiring and maintaining IT infrastructure mean that we must anticipate changes in our clients’ needs. To do so, we must adapt our services and our solutions so that we maintain and improve our competitive advantage and remain able to provide cost effective services and solutions. Offerings relating to digital, cloud and security services are examples of areas that are continually evolving, as well as changes and developments in artificial intelligence (including generative AI, as well as automation and machine learning) (AI). The markets in which we operate are extremely competitive and there can be no assurance that we will succeed in developing and adapting our business in a timely manner nor that we will be able to penetrate new markets successfully. If we do not keep pace with meeting the evolving needs of clients, including in the emerging field of AI, our ability to retain existing clients and gain new business may be adversely affected. As we expand our offerings of services and solutions, and as we expand such offerings into new markets, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such expanded services and solutions and such new markets. These factors may result in pressure on our revenue, net earnings and resulting cash flow from operations.

We may infringe on the intellectual property rights of others.

Despite our efforts, the steps we take to ensure that our services and offerings do not infringe on the intellectual property rights of third parties may not be adequate to prevent infringement and, as a result, claims may be asserted against us or our clients. We enter into licensing agreements for the right to use intellectual property and may otherwise offer indemnities against liability and damages arising from third-party claims of patent, copyright, trademark or trade secret infringement in respect of our own intellectual property or software or other solutions developed for our clients. In some instances, the amount of these indemnity


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

claims could be greater than the revenue we receive from the client (see Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties). Intellectual property claims or litigation could be time-consuming and costly, harm our reputation, require us to enter into additional royalty or licensing arrangements, or prevent us from providing some solutions or services. Any limitation on our ability to sell or use solutions or services that incorporate software or technologies that are the subject of a claim could cause us to lose revenue-generating opportunities or require us to incur additional expenses to modify solutions for future projects.

We may be unable to protect our intellectual property rights.

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

We face risks associated with benchmarking provisions within certain contracts.

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

8.1.3. Risks Related to our Business

We may experience fluctuations in our financial results, making it difficult to predict future results.

Our ability to maintain and increase our revenue is affected not only by our success in implementing our Build and Buy growth strategy, but also by a number of other factors, which could cause the Company’s financial results to fluctuate. These factors include: (i) our ability to introduce and deliver new services and business solutions; (ii) our potential exposure to a lengthened sales cycle; (iii) the cyclicality of the purchases of our technology services and solutions; (iv) the nature of our client’s business (for example, if a client encounters financial difficulty (including as a result of external risks such as climate change or a pandemic), it may be forced to cancel, reduce or defer existing contracts with us); and (v) the structure of our agreements with clients (for example, some of CGI’s agreements with clients contain clauses allowing the clients to benchmark the pricing of services provided by CGI against the prices offered by other providers). These, and other factors, make it difficult to predict financial results for any given period.

Our revenues may be exposed to fluctuations based on our business mix.

The proportion of revenue that we generate from shorter-term system integration and consulting projects (SI&C), versus revenue from long-term managed IT and business process services contracts, will fluctuate at times, affected by acquisitions or other transactions. An increased exposure to revenue from SI&C projects may result in greater quarterly revenue variations, as the revenue from SI&C projects does not provide long-term consistency in revenue.

Our current operations are international in scope, subjecting us to a variety of financial, regulatory, cultural, political and social challenges.

We manage operations in numerous countries around the world including offshore delivery centers. The scope of our operations (including our offshore delivery centers) subjects us to issues that can negatively impact our operations, including:


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

(i) currency fluctuations (see We may be adversely affected by currency fluctuations); (ii) the burden of complying with a wide variety of national and local laws (see Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability); (iii) the differences in and uncertainties arising from local business culture and practices; (iv) and political, social and economic instability. Any or all of these risks could impact our global business operations and cause our revenue and/or profitability to decline.

We may not be able to successfully implement and manage our growth strategy.

CGI’s Build and Buy growth strategy is founded on four pillars of growth: first, profitable organic growth through contract wins, renewals and extensions with new and existing clients in our targeted industries; second, the pursuit of new large long-term managed IT and business process services contracts; third, metro market acquisitions; and fourth, large transformational acquisitions.

Our ability to achieve organic growth is affected by a number of factors outside of our control, including a lengthening of our sales cycle for major managed IT and business process services contracts.

Our ability to grow through metro market and transformational acquisitions requires that we identify suitable acquisition targets that we correctly evaluate their potential as transactions that will meet our financial and operational objectives, and that we successfully integrate them into our business. There can, however, be no assurance that we will be able to identify suitable acquisition targets and consummate additional acquisitions that meet our economic thresholds, or that future acquisitions will be successfully integrated into our operations and yield the tangible accretive value that had been expected. If we are unable to implement our Build and Buy growth strategy, we will likely be unable to maintain our historic or expected growth rates.

We may be unable to integrate new operations, which could impact our ability to achieve our growth and profitability objectives.

The realization of anticipated benefits from mergers, acquisitions and related activities depends, in part, upon our ability to integrate the acquired business, the realization of synergies, efficient consolidation of the operations of the acquired businesses into our existing operations, cost management to avoid duplication, information systems integration, staff reorganization, establishment of controls, procedures and policies, performance of the management team and other employees of the acquired operations as well as cultural alignment.

The successful integration of new operations arising from our acquisition strategy or from large managed IT and business process services contracts requires that a substantial amount of management time and attention be focused on integration tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with resulting pressure on the revenues and earnings from our existing operations. In addition, we may face complex and potentially time-consuming challenges in implementing uniform standards, controls, procedures and policies across new operations when harmonizing their activities with those of our existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities.

Following an acquisition closing date, we may remain reliant on a target’s employee, good faith, expertise, historical performance, technical resources and information systems, proprietary information and judgment in providing any transitional services. Accordingly, we may continue to be exposed to adverse developments in the business and affairs of parties with whom we contract.

If we are not successful in executing our integration strategies in a timely and cost-effective manner, we will have difficulty achieving our growth and profitability objectives.

If we are unable to manage the organizational challenges associated with our size, we may not be able to achieve our growth and profitability objectives.

Our culture, standards, core values, internal controls and our policies need to be instilled across newly acquired businesses as well as maintained within our existing operations. To effectively communicate and manage these standards throughout a large global organization is both challenging and time consuming. Newly acquired businesses may be resistant to change and may remain attached to past methods, standards and practices which may compromise our business agility in pursuing


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

opportunities. Cultural differences in various countries may also present barriers to introducing new ideas or aligning our vision and strategy with the rest of the organization. If we cannot overcome these obstacles in maintaining a strategic bond throughout the Company worldwide, we may not be able to achieve our growth and profitability objectives.

Material developments regarding our major commercial clients resulting from mergers or business acquisitions could impair our future prospects and growth strategy.

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

Legal proceedings could have a material adverse effect on our business, financial performance and reputation.

During the ordinary course of conducting our business, we may be threatened with, and/or become subject or a party to, a variety of litigation or other claims and suits that arise from time to time. These legal proceedings may involve current and former employees, clients, partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The results of litigation, claims and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, fines, penalties or injunctive relief against us. While we maintain insurance for certain liabilities, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that can result from these litigations or claims.

Changes in our tax levels, as well as reviews, audits, investigations and tax proceedings or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our net income or cash flow.

In estimating our income tax payable, management uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that our tax benefits or tax liability will not materially differ from our estimates or expectations. The tax legislation, regulation and interpretation that apply to our operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which we operate. Moreover, our tax returns are continually subject to review by applicable tax authorities and we are subject to ongoing audits, investigations and tax proceedings in various jurisdictions. These tax authorities determine the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that we may ultimately recognize. Tax authorities have disagreed and may in the future disagree with our income tax positions and are taking increasingly aggressive positions in respect of income tax positions, including with respect to intercompany transactions.

Our effective tax rate in the future could be adversely affected by challenges to intercompany transactions, changes in the value of deferred tax assets and liabilities, changes in tax law or in their interpretation or enforcement, changes in the mix of earnings in countries with differing statutory tax rates, the expiration of tax benefits and changes in accounting principles, including the introduction of the Pillar Two model rules designed to ensure large multinational corporations pay a minimum level of tax on income arising in each jurisdiction they operate. Tax rates in the jurisdictions in which we operate may change as a result of shifting economic conditions and tax policies.

A number of countries in which the Company does business have implemented, or are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations and the overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.


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Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Any of the above factors could have a material adverse effect on our net income or cash flow by affecting our operations and profitability, our effective tax rate, the availability of tax credits, the cost of the services we provide, and the availability of deductions for operating losses.

Reductions, eliminations or amendments to government sponsored programs from which we currently benefit may have a material adverse effect on our net earnings or cash flow.

We benefit from government sponsored programs designed to support research and development, labour and economic growth in jurisdictions where we operate. Government programs reflect government policy and depend on various political and economic factors. There can be no assurance that such government programs will continue to be available to the Company in the future, or will not be reduced, amended or eliminated. Any future government program reductions or eliminations or other amendments to the tax credit programs could increase operating or capital expenditures incurred by the Company and have a material adverse effect on its net earnings or cash flow.

We are exposed to credit risks with respect to accounts receivable and work in progress.

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

We face risks associated with early termination, modification, delay or suspension of our contractual agreements, and our bookings and backlog may not be indicative of future revenues.

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

We may not be able to successfully estimate the cost, timing and resources required to fulfill our contracts, which could have a material adverse effect on our net earnings.

In order to generate acceptable margins, our pricing for services is dependent on our ability to accurately estimate the costs and timing for completing projects or long-term managed IT and business process services contracts, which can be based on a client’s bid specification, sometimes in advance of the final determination of the full scope and design of the contract. In addition, a significant portion of our project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price engagements is carried out in accordance with the contract terms agreed upon with our client, and revenue is recognized based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of the respective contract. These estimates reflect our best judgement regarding the efficiencies of our methodologies and professionals as we plan to apply them to the contracts in accordance with the CGI Client Partnership Management Framework (CPMF), a framework that contains high standards of contract management to be applied throughout the Company. If we fail to apply the CPMF correctly or if we are unsuccessful in accurately estimating the time or resources


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required to fulfill our obligations under a contract, or if unexpected factors, including those outside of our control (such as labour shortages, supply chain or manufacturing disruptions, inflation, and other external risk factors), arise, there may be an impact on costs or the delivery schedule which could have a material adverse effect on our expected net earnings.

We rely on relationships with other providers in order to generate business and fulfill certain of our contracts; if we fail to maintain our relationships with these providers, our business, prospects, financial condition and operating results could be materially adversely affected.

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

Our profitability may be adversely affected if our partners are unable to deliver on their commitments.

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

Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties.

In the normal course of business, we enter into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting and managed IT and business process services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require us to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties. If we are required to compensate counterparties due to such arrangements and our insurance does not provide adequate coverage, our business, prospects, financial condition and results of operations could be materially adversely affected.

We may not be able to hire or retain enough qualified IT professionals to support our operations.

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

If we fail to retain our key employees and management, our business could be adversely affected.

The success of our business, in part, depends on the continued employment of certain key employees and senior management. This dependence is important to our business being that personal relationships are fundamental in obtaining and maintaining client engagements. While our Board of Directors annually reviews our succession plan, if we fail to establish


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an effective succession plan, or if key employees or senior management were unable or unwilling to continue employment, our business could be adversely affected until qualified replacements are retained.

We may be unable to maintain our human resources utilization rates.

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

If the business awarded to us by various U.S. federal government departments and agencies is limited, reduced or eliminated, our business, prospects, financial condition and operating results could be materially and adversely affected.

We derive a significant portion of our revenue from the services we provide to various U.S. federal government departments and agencies. We expect that this will continue for the foreseeable future. There can be, however, no assurance that each such U.S. federal government department and agency will continue to utilize our services to the same extent, or at all in the future. In the event that a major U.S. federal government department or agency were to limit, reduce, or eliminate the business it awards to us, we might be unable to recover the lost revenue with work from other U.S. federal government departments or agencies or other clients, and our business, prospects, financial condition and operating results could be materially and adversely affected. Although IFRS considers a national government and its departments and agencies as a single client, our client base in the U.S. government economic sector is in fact diversified with contracts from many different departments and agencies.

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

Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability.

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

Our business with the U.S. federal government departments and agencies also requires that we comply with complex laws and regulations relating to government contracts. These laws and regulations relate to the integrity of the procurement process, impose disclosure requirements, and address national security concerns, among other matters. For instance, we are routinely subject to audits by U.S. government departments and agencies with respect to compliance with these rules. If we fail to


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comply with these requirements we may incur penalties and sanctions, including contract termination, suspension of payments, suspension or debarment from doing business with the federal government, and fines.

There can be no assurance that our ethics and compliance practices will be sufficient to prevent violations of legal and ethical standards.

Our employees, officers, directors, suppliers and other business partners are expected to comply with applicable legal and ethical standards including, without limitation, anti-bribery laws, as well as with our governance policies and contractual obligations. Failure to comply with such laws, policies and contractual obligations could expose us to litigation and significant fines and penalties, and result in reputational harm or being disqualified from bidding on contracts. While we have developed and implemented strong ethics and compliance practices, including through our Code of Ethics, which must be observed by all of our employees, our Third Party Code of Ethics as well as ethics and compliance trainings, there can be no assurance that such practices and measures will be sufficient to prevent violations of legal and ethical standards. Any such failure or violation could have an adverse effect on our business, financial performance and reputation. This risk of improper conduct may increase as we continue to expand globally, with greater opportunities and demands to do more business with local and new partners.

Changes to, and delays or defects in, our client projects and solutions may subject us to legal liability, which could materially adversely affect our business, operating results and financial condition and may negatively affect our professional reputation.

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

We are subject to stringent and changing privacy laws, regulations and standards, information security policies and contractual obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could expose us to government sanctions and cause damage to our brand and reputation.

Our business often requires that our clients’ applications and information, which may include their proprietary information and personal information they manage, be processed and stored on our networks and systems, and in data centers that we manage. We also process and store proprietary information relating to our business, and personal information relating to our employees. The Company is subject to numerous laws and regulations designed to protect information, such as the European Union’s General Data Protection Regulation (GDPR), various laws and regulations in Canada, the U.S. and other countries in which the Company operates governing the protection of health or other personally identifiable information and data privacy. These laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which results in greater compliance risk and cost. The potential financial penalties for non-compliance with these laws and regulations have significantly increased with the adoption of the GDPR. The Company’s Chief Data Protection Officer oversees the Company’s compliance with the laws that protect the privacy of personal information. The Company faces risks inherent in protecting the security of such personal data which have grown in complexity, magnitude and frequency in recent years. Digital information and equipment are subject to loss, theft or destruction, and services that we provide may become temporarily unavailable as a result of those risks, or upon an equipment or system malfunction. The causes of such failures include human error in the course of normal operations (including from advertent or inadvertent actions or inactions by our employees), maintenance and upgrading activities, as well as hacking, vandalism (including denial of service attacks and computer viruses), theft, and unauthorized access, as well as power outages or surges, floods, fires, natural disasters and many other causes. The measures that we take to protect against all information infrastructure risks, including both physical and logical controls on access to premises and information may prove in some circumstances to be inadequate to prevent the


© 2024 CGI Inc.		Page 52

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

improper disclosure, loss, theft, misappropriation of, unauthorized access to, or destruction of client information, or service interruptions. Such events may expose the Company to financial loss arising from the costs of remediation and those arising from litigation from our clients and third parties (including under the laws that protect the privacy of personal information), claims and damages, as well as expose the Company to government sanctions and damage to our brand and reputation.

We could face legal, reputational and financial risks if we fail to protect our and/or client data from security incidents or cyberattacks.

The volume, velocity and sophistication of security threats and cyber-attacks continue to grow. This includes criminal hackers, hacktivists, state-sponsored organizations, industrial espionage, employee misconduct, and human or technological errors. The current geopolitical instability, as well as the adoption of emerging technologies, such as AI, has exacerbated these threats, which could lead to increased risk and frequency of security and cybersecurity incidents.

As a global IT and business consulting firm providing services to private and public sectors, we process and store increasingly large amounts of data for our clients, including proprietary information and personal information. These activities could increase through the use of AI. Consequently, our business could be negatively impacted by physical and cyber threats, which could affect our future sales and financial position or increase our costs. An unauthorized disclosure of sensitive or confidential client or employee information, including cyber-attacks or other security breaches, could cause a loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could have an adverse effect on our business, cash flows, financial condition and results of operations. These security risks to the Company include potential attacks not only of our own solutions, services and systems, but also those of our clients, contractors, business partners, vendors and other third parties. Moreover, the use of AI may give rise to issues and risks related to harmful content, inaccurate content, bias, intellectual property right infringement or misappropriation, data privacy and cybersecurity, among others, and may also bring the possibility of ethical concerns and/or new or enhanced governmental or regulatory scrutiny, litigation or other legal liability.

The Company’s Chief Security Officer is responsible for overseeing the security of the Company. Any local issue in a business unit could have a global impact on the entire Company, thus visibility and timely escalation on potential issues are key. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence, by: (i) developing and regularly reviewing policies and standards related to information security, data privacy, physical security and business continuity; (ii) monitoring the Company’s performance against these policies and standards; (iii) developing strategies intended to seek to mitigate the Company’s risks, including through security trainings for all employees to increase awareness of potential cyber threats; (iv) implementing security measures to ensure an appropriate level of control based on the nature of the information and the inherent risks attached thereto, including through access management, security monitoring and testing to mitigate and help detect and respond to attempts to gain unauthorized access to information systems and networks; and (v) working with the industry and governments against cyber threats. However, because of the evolving nature and sophistication of these security threats, there can be no assurance that our safeguards will detect or prevent the occurrence of material cyber breaches, intrusions or attacks.

We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security and reputational impact. If security protection does not evolve at the same pace as threats, a growing gap on our level of protection will be created. Technology evolution and global trends like digital transformation, cloud and mobile computing amongst others are disrupting the security operating model, thus security should evolve to address new relevant security requirements and build new capabilities to address the changes. Increasing detection and automated response capabilities are key to improve visibility and contain any negative potential impact. Automating security processes and integrating with IT, business and security solutions could address shortage of technical security staff and avoid introducing human intervention and errors.

Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours. CGI is continuously working to install new, and upgrade its existing, information technology systems and provide employees awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. While CGI selects third-party vendors carefully, it does not control


© 2024 CGI Inc.		Page 53

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor could adversely affect our ability to deliver solutions and services to our clients and otherwise conduct business.

The Company and certain of its clients, contractors, business partners, vendors and other third parties use open-source services, which can entail risk to end-user security. These open source projects are often created and maintained by volunteers, who do not always have adequate resources and employees for incident response and proactive maintenance even as their projects are critical to the internet economy. Vulnerabilities discovered in these open source services can be exploited by attackers, which could compromise our system infrastructure and/or lead to a loss or breach of personal and/or proprietary information, financial loss, and other irreversible harm.

While our liability insurance policy covers cyber risks, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that can result from security breaches, cyber-attacks and other related breaches. As the cyber threat landscape evolves, and CGI and our clients increase our digital footprint, we may find it necessary to make additional significant investments to protect data and infrastructure. Occurrence of any of the aforementioned security threats could expose the Company, our clients or other third parties to potential liability, litigation, and regulatory action, in addition to loss of client confidence, loss of existing or potential clients, loss of sensitive government contracts, damage to brand and reputation, and other financial loss.

Damage to our reputation may harm our ability to obtain new clients and retain our existing clients.

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

Our inability to meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation of ESG initiatives and standards, could have an adverse effect on our business.

Perceptions with respect to environmental, social and governance approaches have changed and certain shareholders, investors, clients, employees and other stakeholders agree that these issues have become a current and imminent concern. As such, perceptions of our operations held by our stakeholders may depend, in part, on the ESG initiatives and standards that we have chosen to implement, and whether or not we meet them.

We are subject to evolving regulatory requirements and have set a number of ambitious ESG commitments and targets to monitor our ESG performance and align our strategic imperatives, including without limitation, our commitment to net-zero carbon emissions as defined under Scope 1, 2, and the business travel of Scope 3 of the greenhouse gas protocol. Our ability to meet these requirements and to achieve these commitments and targets depends on many factors and is subject to many risks that could cause our assumptions or estimates to be inaccurate and cause actual results or events to differ materially from those expressed in, or implied by, these commitments and targets. Failure to effectively manage and sufficiently report ESG matters could lead to negative business, financial, legal and regulatory consequences for the Company.

Our revenue and profitability may decline and the accuracy of our financial reporting may be impaired if we fail to design, implement, monitor and maintain effective internal controls.

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


© 2024 CGI Inc.		Page 54

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

Future funding requirements may affect our business and growth opportunities and we may not have access to favourable financing opportunities in the future.

The Company’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as through business acquisitions. In the event we would need to raise additional funds through equity or debt financing to fund any currently unidentified or unplanned future acquisitions and other growth opportunities, there can be no assurance that such financing will be available in amounts and on terms acceptable to us. Factors such as capital market disruptions, inflation, recession, political, economic and financial market instability, government policies, central bank monetary policies, and changes to bank regulations, could reduce the availability of capital or increase the cost of such capital. Our ability to raise the required funding depends on prevailing market conditions, the capacity of the capital markets to meet our equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or share prices that are reasonable in the context of our commercial objectives. Increasing interest rates, volatility in our share price, rising inflation, and the capacity of our current lenders to meet our additional liquidity requirements are all factors that may have a material adverse effect on any acquisitions or growth activities that we may, in the future, identify or plan. If we are unable to obtain the necessary funding, we may be unable to achieve our growth objectives.

The inability to service our debt and other financial obligations, or our inability to fulfill our financial covenants, could have a material adverse effect on our business, financial condition and results of operations.

The Company has a substantial amount of debt and significant interest payment requirements. A portion of cash flows from operations goes to the payment of interest on the Company’s indebtedness. The Company’s ability to service its debt and other financial obligations is affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs. In addition, we are party to a number of financing agreements, including our credit facilities, and the indentures governing our senior unsecured notes, which agreements, indentures and instruments contain financial and other covenants, including covenants that require us to maintain financial ratios and/or other financial or other covenants. If we were to breach the covenants contained in our financing agreements, we may be required to redeem, repay, repurchase or refinance our existing debt obligations prior to their scheduled maturity and our ability to do so may be restricted or limited by the prevailing conditions in the capital markets, available liquidity and other factors. Our inability to service our debt and other financial obligations, or our inability to fulfill our financial or other covenants in our financing agreements, could have an adverse effect on our business, financial condition and results of operations.

We may be adversely affected by interest rate fluctuations.

Although a significant portion of the Company’s indebtedness bears interest at fixed rates, the Company remains exposed to interest rate risk under certain of its credit facilities. If interest rates increase, debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and net income and cash flows would decrease, which could materially adversely affect the Company’s financial condition and operating results.

Changes in the Company’s creditworthiness or credit ratings could affect the cost at which the Company can access capital or credit markets.

The Company and each of the U.S. dollar denominated and Canadian dollar denominated senior unsecured notes received credit ratings. Credit ratings are generally evaluated and determined by independent third parties and may be impacted by events outside of the Company’s control, as well as other material decisions made by the Company. Credit rating agencies perform independent analysis when assigning credit ratings and such analysis includes a number of criteria. Such criteria are reviewed on an on-going basis and are therefore subject to change. Any rating assigned to the Company or to our debt securities may be revised or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Real or anticipated changes in the perceived creditworthiness of the Company and/or in the credit rating of its debt obligations could affect the market value of such debt obligations and the ability of the Company to access capital or credit markets, and/or the cost at which it can do so.


© 2024 CGI Inc.		Page 55

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023

We may be adversely affected by currency fluctuations.

The majority of our revenue and costs are denominated in currencies other than the Canadian dollar. Foreign exchange fluctuations impact the results of our operations as they are reported in Canadian dollars. This risk is partially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency and through the use of derivatives in our global hedging strategy. However, as we continue our global expansion, natural hedges may begin to diminish and the use of hedging contracts exposes us to the risk that financial institutions could fail to perform their obligations under our hedging instruments. Furthermore, there can be no assurance that our hedging strategy and arrangements will offset the impact of fluctuations in currency exchange rates, which could materially adversely affect our business revenues, results of operations, financial condition or prospects. Other than the use of financial products to deliver on our hedging strategy, we do not trade derivative financial instruments.

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

Our ability to declare and pay dividends is subject to discretion and future performance.

We have announced a dividend program providing for a cash dividend on our Class A Shares and our Class B shares (multiple voting). There can be no assurance as to our ability to declare and pay dividends in accordance with the dividend program, whether or when we will declare and pay dividends in the future, or the frequency or amount of any such dividend. Our ability to declare and pay dividends will depend on various factors that are not presently known, including our future operating cash flows, sources of capital, the satisfaction of solvency tests and other financial requirements, our operations and financial results, our potential alternative uses of cash, such as acquisitions, our ability to repatriate cash from our subsidiaries, as well as our periodic review of our dividend program and other policies.

8.2. LEGAL PROCEEDINGS

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


© 2024 CGI Inc.		Page 56

LOGO

Management’s Discussion and Analysis | For the three and nine months ended June 30, 2024 and 2023 Transfer Agent Computershare Investor Services Inc. +1(800) 564-6253 Investor Relations Kevin Linder Senior Vice-President, Investor Relations Telephone: +1(905) 973-8363 kevin.linder@cgi.com 1350 René-Lévesque Boulevard West 25th Floor Montréal, Quebec H3G 1T4 Canada cgi.com © 2024 CGI Inc. Page 57

Exhibit 99.2

Interim Condensed Consolidated Financial Statements of

CGI INC.

For the three and nine months ended June 30, 2024 and 2023

(unaudited)

Interim Consolidated Statements of Earnings

For the three and nine months ended June 30

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


		Three months ended June 30					Nine months ended June 30

	Notes	2024			2023		2024		2023
			$			$		$		$
Revenue	10		3,671,977			3,623,428		11,015,761		10,789,024

Operating expenses

Costs of services, selling and administrative			3,070,655			3,037,083		9,199,955		9,050,008

Acquisition-related and integration costs	8d		100			13,032		2,423		53,401

Cost optimization program	6		—			—		91,063		—

Net finance costs	7		8,765			12,808		23,495		46,315

Foreign exchange (gain) loss			(1,510	)		1,524		286		(686	)

			3,078,010			3,064,447		9,317,222		9,149,038

Earnings before income taxes			593,967			558,981		1,698,539		1,639,986

Income tax expense			153,843			144,002		441,747		423,213
Net earnings			440,124			414,979		1,256,792		1,216,773
Earnings per share

Basic earnings per share	5c		1.94			1.78		5.49		5.18

Diluted earnings per share	5c		1.91			1.75		5.40		5.11

See Notes to the Interim Condensed Consolidated Financial Statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			1

Interim Consolidated Statements of Comprehensive Income

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


	Three months ended June 30						Nine months ended June 30

	2024			2023			2024			2023
		$			$			$			$
Net earnings		440,124			414,979			1,256,792			1,216,773

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

Net unrealized gains (losses) on translating financial statements of foreign operations		106,602			(211,361	)		222,132			211,936

Net (losses) gains on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations		(20,936	)		49,624			(50,555	)		(31,341	)

Deferred gains (costs) of hedging on cross-currency swaps		5,746			(12,876	)		6,947			(4,106	)

Net unrealized gains (losses) on cash flow hedges		6,346			(2,559	)		5,746			(19,206	)

Net unrealized gains (losses) on financial assets at fair value through other comprehensive income		368			(738	)		2,238			647

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

Net remeasurement (losses) gains on defined benefit plans		(7,877	)		(12,231	)		2,220			(13,712	)
Other comprehensive income (loss)		90,249			(190,141	)		188,728			144,218
Comprehensive income		530,373			224,838			1,445,520			1,360,991

See Notes to the Interim Condensed Consolidated Financial Statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			2

Interim Consolidated Balance Sheets

(in thousands of Canadian dollars) (unaudited)

Notes

As at
June 30, 2024

As at
September 30, 2023

Assets

Current assets

Cash and cash equivalents

9c and 11

1,155,400

1,568,291

Accounts receivable

1,483,900

1,425,117

Work in progress

1,191,867

1,143,685

Current financial assets

45,912

103,463

Prepaid expenses and other current assets

216,992

198,377

Income taxes

3,216

6,067

Total current assets before funds held for clients

4,097,287

4,445,000

Funds held for clients

540,608

488,727

Total current assets

4,637,895

4,933,727

Property, plant and equipment

370,885

389,276

Right-of-use assets

456,965

482,321

Contract costs

331,852

308,446

Intangible assets

602,498

623,103

Other long-term assets

101,774

84,776

Long-term financial assets

171,947

147,968

Deferred tax assets

175,296

105,432

Goodwill

8,944,799

8,724,450

15,793,911

15,799,499

Liabilities

Current liabilities

Accounts payable and accrued liabilities

881,655

924,659

Accrued compensation and employee-related liabilities

1,145,040

1,100,566

Deferred revenue

576,979

488,761

Income taxes

166,376

250,869

Current portion of long-term debt

480,058

1,158,971

Current portion of lease liabilities

177,421

198,857

Provisions

37,575

24,965

Current derivative financial instruments

2,649

4,513

Total current liabilities before clients’ funds obligations

3,467,753

4,152,161

Clients’ funds obligations

542,738

493,638

Total current liabilities

4,010,491

4,645,799

Long-term debt

1,957,403

1,941,350

Long-term lease liabilities

430,721

443,106

Long-term provisions

18,728

19,198

Other long-term liabilities

282,177

243,592

Long-term derivative financial instruments

1,339

1,700

Deferred tax liabilities

15,548

31,081

Retirement benefits obligations

179,896

163,379

6,896,303

7,489,205

Equity

Retained earnings

6,739,886

6,329,107

Accumulated other comprehensive income

347,703

158,975

Capital stock

1,450,952

1,477,180

Contributed surplus

359,067

345,032

8,897,608

8,310,294

15,793,911

15,799,499

See Notes to the Interim Condensed Consolidated Financial Statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			3

Interim Consolidated Statements of Changes in Equity

For the nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


	Notes		Retained earnings			Accumulated other comprehensive income		Capital stock			Contributed surplus			Total equity
				$			$		$			$			$

Balance as at September 30, 2023				6,329,107			158,975		1,477,180			345,032			8,310,294

Net earnings				1,256,792			—		—			—			1,256,792

Other comprehensive income				—			188,728		—			—			188,728

Comprehensive income				1,256,792			188,728		—			—			1,445,520

Share-based payment costs				—			—		—			50,601			50,601

Income tax impact associated with share-based payments				—			—		—			4,245			4,245

Exercise of stock options		5a		—			—		70,066			(11,580	)		58,486

Exercise of performance share units		5a		775			—		13,575			(29,231	)		(14,881	)

Purchase for cancellation of Class A subordinate voting shares		5a		(846,788	)		—		(43,022	)		—			(889,810	)

Purchase of Class A subordinate voting shares held in trusts		5a		—			—		(66,847	)		—			(66,847	)
Balance as at June 30, 2024				6,739,886			347,703		1,450,952			359,067			8,897,608

	Notes		Retained earnings			Accumulated other comprehensive income		Capital stock			Contributed surplus			Total equity
				$			$		$			$			$

Balance as at September 30, 2022				5,425,005			39,746		1,493,169			314,804			7,272,724

Net earnings				1,216,773			—		—			—			1,216,773

Other comprehensive income				—			144,218		—			—			144,218

Comprehensive income				1,216,773			144,218		—			—			1,360,991

Share-based payment costs				—			—		—			45,734			45,734

Income tax impact associated with share-based payments				—			—		—			15,999			15,999

Exercise of stock options		5a		—			—		90,991			(15,202	)		75,789

Exercise of performance share units		5a		(2,880	)		—		13,657			(24,627	)		(13,850	)

Purchase for cancellation of Class A subordinate voting shares		5a		(411,714	)		—		(41,348	)		—			(453,062	)

Unrealized commitment to purchase Class A subordinate voting shares				1,276			—		103			—			1,379

Purchase of Class A subordinate voting shares held in trusts		5a		—			—		(74,455	)		—			(74,455	)

Balance as at June 30, 2023				6,228,460			183,964		1,482,117			336,708			8,231,249

See Notes to the Interim Condensed Consolidated Financial Statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			4

Interim Consolidated Statements of Cash Flows

For the three and nine months ended June 30

(in thousands of Canadian dollars) (unaudited)


			Three months ended June 30						Nine months ended June 30

	Notes		2024			2023			2024			2023

				$			$			$			$
Operating activities
Net earnings				440,124			414,979			1,256,792			1,216,773

Adjustments for:

Amortization, depreciation and impairment				131,535			126,271			413,809			381,551

Deferred income tax recovery				(27,236	)		(27,840	)		(89,077	)		(92,503	)

Foreign exchange (gain) loss				(4,832	)		1,218			(6,533	)		(537	)

Share-based payment costs				18,921			12,540			50,601			45,734

Gain on lease terminations				—			(26	)		—			(3,065	)

Net change in non-cash working capital items and others		9a		(61,787	)		(118,032	)		(49,670	)		(64,438	)

Cash provided by operating activities				496,725			409,110			1,575,922			1,483,515

Investing activities

Net change in short-term investments				112,866			(78,326	)		84,055			(76,857	)

Business acquisitions (net of cash acquired)		8		(764	)		(9,041	)		(50,155	)		(13,039	)

Loan receivable				1,898			1,701			5,520			(17,600	)

Purchase of property, plant and equipment				(27,878	)		(37,597	)		(86,348	)		(125,314	)

Additions to contract costs				(22,691	)		(26,233	)		(71,865	)		(77,497	)

Additions to intangible assets				(40,569	)		(37,673	)		(120,850	)		(99,235	)

Purchase of long-term investments				(6,511	)		(5,275	)		(11,104	)		(93,275	)

Proceeds from sale of long-term investments				10,498			13,631			40,552			33,961

Cash provided by (used in) investing activities				26,849			(178,813	)		(210,195	)		(468,856	)

Financing activities

Increase of long-term debt				—			—			—			948

Repayment of long-term debt		11		(960	)		(3,041	)		(679,085	)		(8,830	)

Settlement of derivative financial instruments		11		—			—			18,087			—

Payment of lease liabilities		11		(40,169	)		(39,203	)		(118,349	)		(117,498	)

Repayment of debt assumed from business acquisition				—			—			—			(56,994	)

Purchase for cancellation of Class A subordinate voting shares		5a		(499,284	)		(53,062	)		(885,399	)		(463,353	)

Issuance of Class A subordinate voting shares		5a		6,841			17,496			58,486			75,789

Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(66,847	)		(74,455	)

Withholding taxes remitted on the net settlement of performance share units		5a		(613	)		(166	)		(14,881	)		(13,850	)

Net change in clients’ funds obligations				14,818			(35,630	)		48,743			69,478

Cash used in financing activities				(519,367	)		(113,606	)		(1,639,245	)		(588,765	)

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients				16,699			(34,536	)		24,008			8,773

Net increase (decrease) in cash, cash equivalents and cash included in funds held for clients				20,906			82,155			(249,510	)		434,667

Cash, cash equivalents and cash included in funds held for clients, beginning of period				1,567,667			1,823,696			1,838,083			1,471,184

Cash, cash equivalents and cash included in funds held for clients, end of period				1,588,573			1,905,851			1,588,573			1,905,851

Cash composition:

Cash and cash equivalents				1,155,400			1,468,832			1,155,400			1,468,832

Cash included in funds held for clients				433,173			437,019			433,173			437,019

See Notes to the Interim Condensed Consolidated Financial Statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			5

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

1. Description of business

CGI Inc. (the Company), directly or through its subsidiaries, provides managed information technology (IT) and business process services, business and strategic IT consulting, and systems integration services, as well as software solutions to help clients effectively realize their strategies and create added value. The Company was incorporated under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its Class A subordinate voting shares are publicly traded. The executive and registered office of the Company is situated at 1350 René-Lévesque Blvd. West, Montréal, Québec, Canada, H3G 1T4.

2. Basis of preparation

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). In addition, the interim condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 3, Summary of material accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2023 which were consistently applied to all periods presented, except for the new accounting standard amendments adopted on October 1, 2023, as described below in Note 3, Accounting policies.

These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended September 30, 2023.

The Company’s interim condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023 were authorized for issue by the Board of Directors on July 30, 2024.

3. Accounting policies

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2023:

Definition of Accounting Estimates – Amendments to IAS 8

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

The implementation of these standard amendments resulted in no impact on the Company’s interim condensed consolidated financial statements.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			6

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

3. Accounting policies (continued)

ADOPTION OF ACCOUNTING STANDARD (CONTINUED)

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which was applied as of that date.

The Pillar Two Model Rules – Amendments to IAS 12 have no significant impact on the Company’s interim condensed consolidated financial statements.

FUTURE ACCOUNTING STANDARD CHANGES

Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants – Amendments to IAS 1

Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7

Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income. The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that change their measurement category due to the standard amendments.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			7

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

3. Accounting policies (continued)

FUTURE ACCOUNTING STANDARD CHANGES (CONTINUED)

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1 Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined financial performance measures used in public communications outside financial statements and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual and interim financial statements.

4. Accumulated other comprehensive income


	As at June 30, 2024			As at September 30, 2023
		$			$

Items that will be reclassified subsequently to net earnings:

Net unrealized gains on translating financial statements of foreign operations, net of accumulated income tax expense of $43,852 ($44,867 as at September 30, 2023)		756,453			534,321

Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $54,097 ($49,991 as at September 30, 2023)		(376,204	)		(325,649	)

Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of $3,096 ($1,754 as at September 30, 2023)		20,488			13,541

Net unrealized gains on cash flow hedges, net of accumulated income tax expense of $6,012 ($3,953 as at September 30, 2023)		17,270			11,524

Net unrealized losses on financial assets at fair value through other comprehensive income, net of accumulated income tax recovery of $460 ($1,189 as at September 30, 2023)		(1,174	)		(3,412	)

Items that will not be reclassified subsequently to net earnings:

Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $24,309 ($25,173 as at September 30, 2023)		(69,130	)		(71,350	)

		347,703			158,975

For the nine months ended June 30, 2024, $10,087,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $3,541,000, previously recognized in other comprehensive income, were reclassified in the consolidated statements of earnings ($12,746,000, net of income tax expense of $4,568,000, were reclassified for the nine months ended June 30, 2023).

For the nine months ended June 30, 2024, $2,978,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $455,000, were also reclassified in the consolidated statements of earnings ($9,239,000, net of income tax expense of $1,411,000, were reclassified for the nine months ended June 30, 2023).


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			8

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

5. Capital stock, share-based payments and earnings per share

a)	Capital stock


	Class A subordinate voting shares						Class B shares (multiple voting)						Total

	Number			Carrying value			Number			Carrying value			Number			Carrying value
				$						$						$

As at September 30, 2023		206,714,497			1,440,286			26,445,706			36,894			233,160,203			1,477,180

Release of shares held in trusts¹		—			13,575			—			—			—			13,575

Purchased and held in trusts¹		—			(66,847	)		—			—			—			(66,847	)

Issued upon exercise of stock options²		999,434			70,066			—			—			999,434			70,066

Purchased and cancelled³		(6,258,658	)		(43,022	)		—			—			(6,258,658	)		(43,022	)

Conversion of shares⁴		2,322,948			3,241			(2,322,948	)		(3,241	)		—			—
As at June 30, 2024		203,778,221			1,417,299			24,122,758			33,653			227,900,979			1,450,952

¹	During the nine months ended June 30, 2024, 165,603 shares held in trust were released (171,735 during the nine months ended June 30, 2023) with a recorded value of $13,575,000 ($13,657,000 during the nine months ended June 30, 2023) that was removed from contributed surplus.

During the nine months ended June 30, 2024, the Company settled the withholding tax obligations of the employees under the performance share unit (PSU) plans for a cash payment of $14,881,000 ($13,850,000 during the nine months ended June 30, 2023).

During the nine months ended June 30, 2024, the trustees, in accordance with the terms of the PSU plans and Trust Agreements, purchased 463,364 Class A subordinate voting shares of the Company on the open market (640,052 during the nine months ended June 30, 2023) for a cash consideration of $66,847,000 ($74,455,000 during the nine months ended June 30, 2023).

As at June 30, 2024, 2,607,504 Class A subordinate voting shares were held in trusts under the PSU plans (2,310,026 as at June 30, 2023 and 2,309,743 as at September 30, 2023).

The carrying value of Class A subordinate voting shares includes $11,580,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the nine months ended June 30, 2024 ($15,202,000 during the nine months ended June 30, 2023).

On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (TSX) for the renewal of its Normal Course Issuer Bid (NCIB), which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares were available for purchase for cancellation commencing on February 6, 2024, until no later than February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or elects to terminate the bid.

On February 23, 2024, the Company entered into a private agreement with the Founder and Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, to purchase for cancellation 1,674,930 Class A subordinate voting shares under its current NCIB for a total cash consideration of $250,000,000, excluding transaction costs of $370,000. The excess of the purchase price over the carrying value in the amount of $244,821,000 was charged to retained earnings. The 1,674,930 Class A subordinate voting shares purchased for cancellation on February 23, 2024, included 1,266,366 Class B shares (multiple voting) converted into Class A subordinate voting shares on February 23, 2024, by a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company. The repurchase transaction was reviewed and recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board of Directors. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

During the nine months ended June 30, 2024, the Company purchased for cancellation 1,627,300 Class A subordinate voting shares (390,100 during the nine months ended June 30, 2023) under its previous and current NCIB for a total cash consideration of $225,852,000 ($53,062,000 during the nine months ended June 30, 2023). The excess of the purchase price over the carrying value in the amount of $212,373,000 was charged to retained earnings ($49,923,097 during the nine months ended June 30, 2023).

During the nine months ended June 30, 2024, the Company purchased for cancellation 2,887,878 Class A subordinate voting shares under its current NCIB from the Caisse de dépôt et placement du Québec (CDPQ) for a total cash consideration of $400,000,000 (3,344,996 and $400,000,000, respectively during the nine months ended June 30, 2023). The excess of the purchase price over the carrying value in the amount of $375,636,000 was charged to retained earnings ($361,791,000 during the nine months ended June 30, 2023). The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

During the nine months ended June 30, 2024, the Company paid for and cancelled 68,550 Class A subordinate voting shares under its previous NCIB, with a carrying value of $558,000 and for a total consideration of $9,177,000, which were purchased but were neither paid nor cancelled as at September 30, 2023 (100,100 Class A subordinate voting shares, $778,000 and $10,291,000, respectively, during the nine months ended June 30, 2023, which were purchased, or committed to be purchased, but were neither paid nor cancelled as at September 30, 2022).

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. As of June 30, 2024, the Company has complied with this new legislation, and has adjusted its financial reporting accordingly by recording $13,588,000 of accrued liabilities related to shares repurchased, with a corresponding reduction to retained earnings.

⁴	On May 28, 2024, the Co-Founder and Advisor to the Executive Chairman of the Board of the Company converted a total of 900,000 Class B shares (multiple voting) into 900,000 Class A subordinate voting shares.

During the nine months ended June 30, 2024, a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company converted a total of 1,422,948 Class B shares (multiple voting) into 1,422,948 Class A subordinate voting shares.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			9

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

5. Capital stock, share-based payments and earnings per share (continued)

b)	Share-based payments

i)	Performance share units (PSUs)

During the nine months ended June 30, 2024, 799,418 PSUs were granted, 269,717 were exercised and 239,049 were forfeited. The PSUs granted in the period had a weighted average grant date fair value of $137.90 per unit.

ii)

Stock options

During the nine months ended June 30, 2024, 999,434 stock options were exercised (Note 5a) and 10,984 were forfeited.

c)	Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended June 30:


									Three months ended June 30
	2024						2023
	Net earnings		Weighted average number of shares outstanding¹		Earnings per share		Net earnings		Weighted average number of shares outstanding¹		Earnings per share

		$				$		$				$

Basic		440,124		227,154,246		1.94		414,979		233,075,350		1.78

Net effect of dilutive stock options and PSUs²				3,386,720						3,808,084

Diluted		440,124		230,540,966		1.91		414,979		236,883,434		1.75


									Nine months ended June 30
	2024						2023
	Net earnings		Weighted average number of shares outstanding¹		Earnings per share		Net earnings		Weighted average number of shares outstanding¹		Earnings per share

		$				$		$				$

Basic		1,256,792		229,023,242		5.49		1,216,773		234,752,090		5.18

Net effect of dilutive stock options and PSUs²				3,584,746						3,591,429

Diluted		1,256,792		232,607,988		5.40		1,216,773		238,343,519		5.11

During the three months ended June 30, 2024, 3,506,678 Class A subordinate voting shares purchased for cancellation and 2,607,504 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (390,100 and 2,310,026, respectively, during the three months ended June 30, 2023). During the nine months ended June 30, 2024, 6,258,658 Class A subordinate voting shares purchased for cancellation and 2,607,504 Class A subordinate voting shares held in trusts were excluded from the calculation of the weighted average number of shares outstanding as of the date of the transaction (3,835,196 and 2,310,026, respectively, during the nine months ended June 30, 2023).

²	For the three and nine months ended June 30, 2024 and 2023, no stock options were excluded from the calculation of the diluted earnings per share as all stock options were dilutive.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			10

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

6.	Cost optimization program

During the three months ended September 30, 2023, the Company initiated a cost optimization program to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio.

As at March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000, of which $91,063,000 was expensed during the six months ended March 31, 2024, and nil during the three months ended June 30, 2024. These amounts included costs for terminations of employment of $69,500,000 accounted for in severance provisions, and costs of vacating leased premises of $21,563,000.

7.	Net finance costs



	Three months ended June 30						Nine months ended June 30

	2024			2023			2024			2023

		$			$			$			$

Interest on long-term debt		11,510			12,878			35,695			40,572

Interest on lease liabilities		7,139			7,276			21,809			21,749

Net interest costs on net defined benefit obligations or assets		1,998			1,102			5,977			3,263

Other finance costs		3,661			2,846			6,800			6,903

Finance costs		24,308			24,102			70,281			72,487

Finance income		(15,543	)		(11,294	)		(46,786	)		(26,172	)

		8,765			12,808			23,495			46,315

8.	Investments in subsidiaries

a)	Acquisitions and disposals

On October 10, 2023, the Company acquired all of the outstanding units of Momentum Industries Holdings, LLC. (Momentum), for a purchase price of $53,341,000. Momentum is an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida. The acquisition is reported under the U.S. Commercial and State Government operating segment. The purchase price is mainly allocated to goodwill that is deductible for tax purposes, and represents the future economic value associated with the acquired workforce and synergies with the Company’s operations, as well as client relationships. The purchase price allocation is preliminary and is expected to be completed as soon as management gathers all the significant information available that is considered necessary in order to finalize this allocation.

This acquisition was made to further expand CGI’s footprint in the region and to complement CGI’s proximity model.

Cash acquired as part of the acquisition represented $5,072,000. As at June 30, 2024, an amount of $462,000 of the consideration remains payable.

b)	Commitment

On June 22, 2024, the Company entered into a definitive purchase agreement to acquire Aeyon LLC (Aeyon), subject to customary closing conditions and regulatory approvals. Aeyon is a digital transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna, Virginia, and will be reported under the U.S. Federal operating segment upon closure. The acquisition will add approximately 725 professionals to the Company.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			11

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

8.	Investments in subsidiaries (continued)

c)	Business acquisitions realized in the prior fiscal year

In November 2023, the Company paid $2,348,000 related to an acquisition realized in a prior fiscal year.

d)	Acquisition-related and integration costs

During the three and nine months ended June 30, 2024, the Company incurred $100,000 and $2,423,000, respectively, of acquisition-related and integration costs. These costs were mainly related to costs of rationalizing the redundancy of employment of $100,000 and $380,000, respectively, and costs of vacating leased premises of nil and $798,000, respectively.

During the three and nine months ended June 30, 2023, the Company incurred $13,032,000 and $53,401,000, respectively, of integration costs. These costs were mainly related to costs of rationalizing the redundancy of employment of $7,842,000 and $23,226,000, respectively, and costs of vacating leased premises of $2,062,000 and $11,173,000, respectively.

9.	Supplementary cash flow information

a)	Net change in non-cash working capital items and others is as follows for the three and nine months ended June 30:


		Three months ended June 30						Nine months ended June 30

	2024			2023			2024			2023

		$			$			$			$

Accounts receivable		(46,550	)		(58,357	)		(22,984	)		(117,847	)

Work in progress		37,427			(15,009	)		(23,932	)		(22,652	)

Prepaid expenses and other assets		(23,110	)		(3,395	)		(6,399	)		4,096

Long-term financial assets		(3,422	)		(6,425	)		(21,948	)		(12,228	)

Accounts payable and accrued liabilities		(9,552	)		(18,583	)		(36,477	)		(130,615	)

Accrued compensation and employee-related liabilities		81,176			50,532			11,225			(54,904	)

Deferred revenue		(75,852	)		(106,259	)		86,072			93,011

Income taxes		(9,739	)		37,518			(70,446	)		165,859

Provisions		(19,624	)		(5,758	)		10,538			(9,484	)

Long-term liabilities		4,232			5,454			20,741			17,907

Derivative financial instruments		261			(421	)		182			(629	)

Retirement benefits obligations		2,966			2,671			3,758			3,048

		(61,787	)		(118,032	)		(49,670	)		(64,438	)

b)	Interest paid and received and income taxes paid are classified within operating activities and are as follows for the three and nine months ended June 30:


		Three months ended June 30				Nine months ended June 30

	2024		2023		2024		2023

		$		$		$		$

Interest paid		9,594		18,932		65,637		82,691

Interest received		16,154		19,689		60,512		54,174

Income taxes paid		184,372		133,533		549,248		333,904

c)	Cash and cash equivalents consisted of unrestricted cash as at June 30, 2024 and September 30, 2023.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			12

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.

Segmented information

The following tables present information on the Company’s operations which are managed through the following nine operating segments: Western and Southern Europe (primarily France, Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

The operating segments reflect the management structure and the way that the chief operating decision-maker, who is the President and Chief Executive Officer of the Company, evaluates the business. Effective October 1, 2023, as part of the cost optimization program, the Company centralized some internal administrative activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.

For the three months ended June 30, 2024

Western
and
Southern
Europe

U.S.
Commercial
and State
Government

Canada

U.S.
Federal

Scandinavia
and Central
Europe

U.K. and
Australia

Finland,
Poland
and
Baltics

Northwest
and
Central-
East
Europe

Asia
Pacific

Eliminations

Total

Segment revenue

643,571

592,233

506,750

499,046

409,950

390,041

220,231

212,849

241,597

(44,291

)

3,671,977

Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense¹

78,097

94,282

110,169

83,515

28,407

62,292

37,155

33,318

75,597

—

602,832

Acquisition-related and integration costs (Note 8d)

(100

)

Net finance costs (Note 7)

(8,765

)

Earnings before income taxes

593,967

Total amortization and depreciation of $131,386,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $17,877,000, $25,431,000, $16,439,000, $14,288,000, $20,893,000, $10,772,000, $9,567,000, $8,867,000 and $7,252,000, respectively, for the three months ended June 30, 2024.


							For the three months ended June 30, 2023
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific		Eliminations			Total

		$		$		$		$		$		$		$		$		$		$			$

Segment revenue		656,796		569,829		518,792		492,371		416,672		381,513		211,245		193,594		228,591		(45,975	)		3,623,428

Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense¹		80,778		98,365		115,843		87,125		29,027		55,526		22,740		23,158		72,259		—			584,821

Acquisition-related and integration costs (Note 8d)																							(13,032	)

Net finance costs (Note 7)																							(12,808	)

Earnings before income taxes																							558,981

Total amortization and depreciation of $126,066,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $20,072,000, $21,760,000, $14,122,000, $14,531,000, $22,150,000, $9,330,000, $9,974,000, $7,901,000 and $6,226,000, respectively, for the three months ended June 30, 2023.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			13

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.

Segmented information (continued)

For the nine months ended June 30, 2024

Western
and
Southern
Europe

U.S.
Commercial
and State
Government

Canada

U.S.
Federal

Scandinavia
and Central
Europe

U.K. and
Australia

Finland,
Poland
and
Baltics

Northwest
and
Central-
East
Europe

Asia
Pacific

Eliminations

Total

Segment revenue

1,979,354

1,748,997

1,522,671

1,478,563

1,265,045

1,163,509

656,131

623,142

709,122

(130,773

)

11,015,761

Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense¹

269,056

244,210

352,300

228,660

115,173

189,341

94,775

98,043

223,962

—

1,815,520

Acquisition-related and integration costs (Note 8d)

(2,423

)

Cost optimization program (Note 6)

(91,063

)

Net finance costs (Note 7)

(23,495

)

Earnings before income taxes

1,698,539

Total amortization and depreciation of $395,108,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $53,416,000, $77,974,000, $46,007,000, $43,840,000, $63,260,000, $33,074,000, $28,397,000, $27,582,000 and $21,558,000, respectively, for the nine months ended June 30, 2024. Amortization includes an impairment in U.S. Commercial and State Government segment of $7,926,000 related to a business solution. This asset was no longer expected to generate future economic benefits.


							For the nine months ended June 30, 2023
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific		Eliminations			Total

		$		$		$		$		$		$		$		$		$		$			$

Segment revenue		1,999,398		1,710,729		1,555,308		1,445,425		1,256,750		1,079,789		635,149		568,800		672,384		(134,708	)		10,789,024

Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense¹		277,510		244,782		350,117		232,135		106,634		155,879		83,200		75,400		214,045		—			1,739,702

Acquisition-related and integration costs (Note 8d)																							(53,401	)

Net finance costs (Note 7)																							(46,315	)

Earnings before income taxes																							1,639,986

Total amortization and depreciation of $378,951,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $65,112,000, $62,214,000, $40,802,000, $44,441,000, $67,523,000, $28,334,000, $28,555,000, $23,255,000 and $18,715,000, respectively, for the nine months ended June 30, 2023.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of material accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2023. Intersegment revenue is priced as if the revenue was from third parties.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023			14

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.

Segmented information (continued)

GEOGRAPHIC INFORMATION

The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue, for the three and nine months ended June 30:


	Three months ended June 30				Nine months ended June 30

	2024		2023		2024		2023
		$		$		$		$
Western and Southern Europe

France		556,656		572,172		1,718,697		1,748,780

Spain		29,886		29,333		90,031		88,575

Portugal		30,057		30,729		88,991		88,181

Others		12,778		14,403		42,779		41,695
		629,377		646,637		1,940,498		1,967,231

U.S.¹		1,156,239		1,117,689		3,406,403		3,302,976

Canada		549,100		560,674		1,649,993		1,681,664

Scandinavia and Central Europe

Germany		232,197		235,227		718,452		688,563

Sweden		174,884		176,758		537,204		541,531

Norway		28,926		27,953		85,815		97,791
		436,007		439,938		1,341,471		1,327,885

U.K. and Australia

U.K.		425,354		410,521		1,267,847		1,175,960

Australia		18,681		20,986		54,087		65,454
		444,035		431,507		1,321,934		1,241,414

Finland, Poland and Baltics

Finland		215,912		208,526		642,599		627,708

Others		17,777		13,328		52,762		34,896
		233,689		221,854		695,361		662,604

Northwest and Central-East Europe

Netherlands		160,145		145,511		475,763		425,111

Denmark		24,686		24,516		69,541		75,831

Czech Republic		20,299		18,915		60,454		53,962

Others		17,421		15,144		48,421		47,679
		222,551		204,086		654,179		602,583

Asia Pacific

Others		979		1,043		5,922		2,667

		979		1,043		5,922		2,667

		3,671,977		3,623,428		11,015,761		10,789,024

External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $655,181,000 and $501,058,000, respectively, for the three months ended June 30, 2024 ($623,462,000 and $494,227,000, respectively, for the three months ended June 30, 2023). External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $1,921,310,000 and $1,485,093,000, respectively, for the nine months ended June 30, 2024 ($1,851,292,000 and $1,451,684,000, respectively, for the nine months ended June 30, 2023).


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023		15

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.

Segmented information (continued)

INFORMATION ABOUT SERVICES

The following table provides revenue information based on services provided by the Company for the three and nine months ended June 30:


	Three months ended June 30				Nine months ended June 30

	2024		2023		2024		2023
		$		$		$		$

Managed IT and business process services		2,003,192		1,950,289		5,981,887		5,745,818

Business and strategic IT consulting, and systems integration services		1,668,785		1,673,139		5,033,874		5,043,206

		3,671,977		3,623,428		11,015,761		10,789,024

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $497,155,000 and 13.5% of revenues for the three months ended June 30, 2024 ($488,159,000 and 13.5% for the three months ended June 30, 2023) and $1,473,088,000 and 13.4% of revenues for the nine months ended June 30, 2024 ($1,434,179,000 and 13.3% for the nine months ended June 30, 2023).

11.

Financial instruments

FAIR VALUE

All financial instruments are initially measured at their fair value and are subsequently classified either at amortized cost, at fair value through earnings or at fair value through other comprehensive income.

The Company has made the following classifications:

Amortized cost

Trade accounts receivable, long-term receivables within long-term financial assets, short-term investments included in funds held for clients, accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, long-term debt and clients’ funds obligations.

Fair value through earnings (FVTE)

Cash, cash equivalents, cash included in funds held for clients, derivative financial instruments and deferred compensation plan assets within long-term financial assets.

Fair value through other comprehensive income (FVOCI)

Short-term investments included in current financial assets, long-term bonds included in funds held for clients and long-term investments within long-term financial assets.

FAIR VALUE HIERARCHY

Fair value measurements recognized in the consolidated balance sheet are classified 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.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023		16

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

11.

Financial instruments (continued)

FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to value financial instruments are as follows:

The fair value of the 2014 U.S. Senior Notes, the 2021 U.S. Senior Notes, the 2021 CAD Senior Notes, the unsecured committed revolving credit facility, the unsecured committed term loan credit facility (repaid in December 2023) and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;

The fair value of long-term bonds included in funds held for clients and in long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm’s-length basis;

The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period;

The fair value of cross-currency swaps and interest rate swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated cash flows;

The fair value of cash, cash equivalents, cash included in funds held for clients and short-term investments included in current financial assets is determined using observable quotes; and

The fair value of deferred compensation plan assets within long-term financial assets is based on observable price quotations and net assets values at the reporting date.

There were no changes in valuation techniques during the nine months ended June 30, 2024.

The following table presents the financial liabilities included in the long-term debt measured at amortized cost categorized using the fair value hierarchy:

As at June 30, 2024

As at September 30, 2023

Level

Carrying
amount

Fair value

Carrying
amount

Fair value

2014 U.S. Senior Notes

Level 2

479,121

477,515

473,808

464,806

2021 U.S. Senior Notes

Level 2

1,359,187

1,206,522

1,342,714

1,132,649

2021 CAD Senior Notes

Level 2

597,041

541,170

596,550

503,984

Other long-term debt

Level 2

2,112

1,941

10,363

9,839

2,437,461

2,227,148

2,423,435

2,111,278

For the remaining financial assets and liabilities measured at amortized cost, the carrying values approximate the fair values of the financial instruments given their short term maturity.

In December 2023, the Company repaid in full the unsecured committed term loan credit facility of U.S. $500,000,000, for a total amount of $670,350,000. The Company also settled the related cross currency swaps with a notional amount of $670,039,000 for a net gain of $18,087,000, for which $311,000 related to the cash flow hedge was recorded in net finance costs and $17,776,000 related to the net investment hedge was recognized in other comprehensive income and will be transferred to earnings when the net investment is disposed of.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023		17

Notes to the Interim Condensed Consolidated Financial Statements

For the three and nine months ended June 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

11.

Financial instruments (continued)

FAIR VALUE MEASUREMENTS (CONTINUED)

The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:

Level

As at June 30, 2024

As at September 30, 2023

Financial assets

FVTE

Cash and cash equivalents

Level 2

1,155,400

1,568,291

Cash included in funds held for clients

Level 2

433,173

269,792

Deferred compensation plan assets

Level 1

111,178

88,076

1,699,751

1,926,159

Derivative financial instruments designated as hedging instruments

Current derivative financial instruments included in current financial assets

Level 2

Cross-currency swaps

31,384

83,626

Foreign currency forward contracts

11,251

12,505

Long-term derivative financial instruments

Level 2

Cross-currency swaps

12,124

16,130

Foreign currency forward contracts

12,852

5,875

67,611

118,136

FVOCI

Short-term investments included in current financial assets

Level 2

3,277

7,332

Long-term bonds included in funds held for clients

Level 2

107,435

138,935

Long-term investments

Level 2

23,840

17,113

134,552

163,380

Financial liabilities

Derivative financial instruments designated as hedging instruments

Current derivative financial instruments

Level 2

Cross-currency swaps

1,256

2,183

Foreign currency forward contracts

1,393

2,330

Long-term derivative financial instruments

Level 2

Foreign currency forward contracts

1,339

1,700

3,988

6,213

There were no transfers between Level 1 and Level 2 during the nine months ended June 30, 2024.

12.

Subsequent events

On July 3, 2024, the Company acquired the assets of Celero Solutions’ credit union business, consisting of master services agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a purchase price of $13,036,000, which will be accounted for as a business acquisition.

On July 30, 2024, the Board of Directors of the Company approved a dividend program for its Class A subordinate voting shares and Class B shares (multiple voting). The decision of whether to pay future dividends and the amounts will be at the discretion of the Board of Directors.


CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023		18

Exhibit 99.3

GLOBAL PRESS RELEASE

LOGO

Stock Market Symbols

GIB.A (TSX)

GIB (NYSE)

cgi.com/newsroom

CGI reports third quarter Fiscal 2024 results

Updates use of cash strategy to include dividend program

Q3-F2024 performance highlights

•

Revenue of $3.67 billion, up 1.3% year-over-year or 0.2% year-over-year in constant currency¹;

•

Earnings before income taxes of $594.0 million, up 6.3% year-over-year, for a margin¹ of 16.2%;

•

Adjusted EBIT¹ of $602.8 million, up 3.1% year-over-year, for a margin¹ of 16.4%;

•

Net earnings of $440.1 million, up 6.1% year-over-year, for a margin¹ of 12.0%;

•

Net earnings excluding specific items¹^,² of $440.2 million, up 3.4% year-over-year, for a margin¹ of 12.0%;

•

Diluted EPS of $1.91, up 9.1% year-over-year;

•

Diluted EPS excluding specific items^1,2 of $1.91, up 6.1%year-over-year;

•

Cash from operating activities of $496.7 million, representing 13.5% of revenue¹;

•

Bookings¹ of $4.28 billion, for a book-to-bill ratio¹ of 116.6% or 111.7% on a trailing twelve month basis; and

•

Backlog¹ of $27.56 billion or 1.9x annual revenue.

Note: All figures in Canadian dollars. Q3-F2024 MD&A, interim condensed consolidated financial statements and accompanying notes can be found at cgi.com/investors and have been filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

Montréal, Québec, July 31, 2024 – CGI (TSX : GIB.A) (NYSE : GIB)

Q3-F2024 results

“CGI’s Q3 results reflect the disciplined execution of our plan in this dynamic macro business environment to deliver shareholder value with sustained margin expansion and increased cash from operations,” said George D. Schindler, President and Chief Executive Officer. “Robust quarterly bookings of nearly $4.3 billion, led by managed services with a 139% book-to-bill ratio, provides recurring revenue that serves as a base to enhance our resilience in the future.”

¹ Constant currency revenue growth, adjusted EBIT, adjusted EBIT margin, net earnings excluding specific items, net earnings margin excluding specific items and diluted EPS excluding specific items are non-GAAP financial measures or ratios. Earnings before income taxes margin, net earnings margin, cash from operating activities as a percentage of revenue, bookings, book-to-bill ratio, and backlog are key performance measures. See “Non-GAAP and other key performance measures” section of this press release for more information, including quantitative reconciliations to the closest International Financial Reporting Standards (IFRS) measure, as applicable. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies.

² Specific items in Q3-F2024 include: $0.1 million in acquisition-related and integration costs, net of tax; Specific items in Q3-F2023 include: $10.7 million in acquisition-related and integration costs, net of tax.

- 1 -

For the third quarter of Fiscal 2024, the Company reported revenue of $3.67 billion, representing a year-over-year growth of 1.3%. When excluding foreign currency variations, revenue grew by 0.2% year-over-year.

Earnings before income taxes were $594.0 million, up 6.3% year-over-year, for a margin of 16.2%, up 80 basis points compared to the same period last year. Adjusted EBIT was $602.8 million, up 3.1% year-over-year, for a margin of 16.4%, up 30 basis points compared to the same period last year.

Net earnings were $440.1 million, up 6.1% compared with the same period last year, for a margin of 12.0%. Diluted earnings per share, as a result, were $1.91 compared to $1.75 last year, representing an increase of 9.1%.

Net earnings excluding specific items¹ were $440.2 million, for a margin of 12.0%, representing an increase of 3.4% year-over-year. On the same basis, diluted earnings per share increased by 6.1% to $1.91, up from $1.80 for the same period last year.

Cash provided by operating activities was $496.7 million, representing 13.5% of revenue. On a trailing twelve months basis, cash provided by operating activities was $2.2 billion, representing 15.2% of revenue.

Bookings were $4.28 billion, representing a book-to-bill ratio of 116.6% or 111.7% on a trailing twelve month basis. As of June 30, 2024, the Company’s backlog reached $27.56 billion or 1.9x annual revenue.

As of June 30, 2024, the number of CGI consultants and professionals worldwide stood at approximately 90,000.

During the third quarter of Fiscal 2024, the Company invested $91.1 million back into its business, and $499.3 million under its current Normal Course Issuer Bid to purchase for cancellation 3,573,678 of its Class A subordinate voting shares.

Return on invested capital was 16.1%, an increase of 40 basis points on a year-over-year basis.

As at June 30, 2024, long-term debt and lease liabilities, including both their current and long-term portions, were $3.05 billion, down from $3.77 billion at the same time last year, primarily due to the $670.4 million scheduled repayment of a term loan. As of the same date, net debt stood at $1.85 billion, down from $2.28 billion at the same time last year. The net debt-to-capitalization ratio was 17.2% at the end of June 2024, down 450 basis points when compared to the prior year.

At the end of June 2024, with cash and cash equivalents of $1.2 billion, and an undrawn revolving credit facility, the Company had $2.7 billion in readily available liquidity to pursue its Build and Buy profitable growth strategy.

¹ Specific items in Q3-F2024 include: $0.1 million in acquisition-related and integration costs, net of tax; Specific items in Q3-F2023 include: $10.7 million in acquisition-related and integration costs, net of tax.

- 2 -

Financial highlights

Q3-F2024

Q3-F2023

Change

In millions of Canadian dollars except earnings per share and where noted

Revenue

3,672.0

3,623.4

48.6

Year-over-year revenue growth

1.3%

11.2%

(990 bps)

Constant currency revenue growth

0.2%

6.3%

(610 bps)

Earnings before income taxes

594.0

559.0

35.0

Margin %

16.2%

15.4%

80 bps

Adjusted EBIT

602.8

584.8

18.0

Margin %

16.4%

16.1%

30 bps

Net earnings

440.1

415.0

25.1

Margin %

12.0%

11.5%

50 bps

Net earnings excluding specific items¹

440.2

425.7

14.5

Margin %

12.0%

11.7%

30 bps

Diluted EPS

1.91

1.75

0.16

Diluted EPS excluding specific items¹

1.91

1.80

0.11

Weighted average number of outstanding shares (diluted)

In millions of shares

230.5

236.9

(6.4)

Net finance costs

8.8

12.8

(4.0)

Long-term debt and lease liabilities²

3,045.6

3,765.9

(720.3)

Net debt³

1,854.0

2,279.6

(425.6)

Net debt to capitalization ratio³

17.2%

21.7%

(450 bps)

Cash provided by operating activities

496.7

409.1

87.6

As a percentage of revenue

13.5%

11.3%

220 bps

Days sales outstanding (DSO)³

(2)

Purchase for cancellation of Class A subordinate voting shares

(499.3)

(53.1)

(446.2)

Return on invested capital (ROIC)³

16.1%

15.7%

40 bps

Bookings

4,280

4,388

(108)

Backlog

27,563

25,633

1,930

To access the financial statements – click here

To access the MD&A – click here

² Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.

³ Net debt, net debt to capitalization ratio and ROIC are non-GAAP financial measures or ratios. DSO is a key performance measure. See “Non-GAAP and other key performance measures” section of this press release for more information, including quantitative reconciliations to the closest International Financial Reporting Standards (IFRS) measure, as applicable. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies.

- 3 -

Update on use of cash strategy to include dividend program

As part of its profitable growth strategy, CGI’s capital allocation priorities are primarily focused on investing back in the business and pursuing accretive acquisitions. The Company also has the flexibility to use a portion of its free cash for the repurchase of its Class A subordinate voting shares. Additionally, the Company is announcing that its Board of Directors has approved a dividend program under which the Company intends to pay a quarterly cash dividend to holders of its Class A subordinate voting shares and Class B shares (multiple voting) starting in its first quarter of fiscal 2025. Subject to the declaration by the Board of Directors, the Company intends to pay a quarterly cash dividend of $0.15 per share.

“The initiation of our dividend program represents an additional mechanism to deliver value to our shareholders,” said George D. Schindler. “With a strong balance sheet and liquidity, CGI will continue to prioritize capital allocation strategies that drive profitable growth through investing in our business, pursuing accretive acquisitions, repurchasing our shares and distributing a dividend to further enhance value for shareholders.”

Retirement of André Imbeau from CGI’s Board of Directors

After serving on CGI’s Board of Directors since its inception in 1976, André Imbeau has retired effective May 28, 2024. He co-founded CGI with Serge Godin and served in several executive positions culminating in his tenure as Founder and Advisor to the Executive Chairman of the Board. “On behalf of the Board of Directors and all our professionals, I would like to thank André for his valuable wisdom, commitment and leadership to the success of CGI.” said Serge Godin, Founder and Executive Chairman of the Board.

Q3-F2024 results conference call

Management will host a conference call this morning at 9:00 a.m. (EDT) to discuss results. Participants may access the call by dialing +1-888-396-8049 Conference ID: 56875394 or via cgi.com/investors. For those unable to participate on the live call, a podcast and copy of the slides will be archived for download at cgi.com/investors. Interested parties may also access a replay of the call by dialing +1-877-674-7070 Passcode: 875394, until August 30, 2024.

About CGI

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 90,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI Fiscal 2023 reported revenue is $14.30 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

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Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to develop and expand our services to address emerging business demands and technology trends (such as artificial intelligence), to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions, as well as the reputational and financial risks attendant to cybersecurity breaches and other incidents, including through the use of artificial intelligence, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, our ability to declare and pay dividends, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this press release, in CGI’s annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

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Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled Risk Environment of CGI’s annual and quarterly MD&A, which is incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI’s annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

For more information:

Investors

Kevin Linder

Senior Vice-President, Investor Relations

kevin.linder@cgi.com

+1 905-973-8363

Media

Andrée-Anne Pelletier

Manager, Global Media and Public Relations

an.pelletier@cgi.com

+1 438-468-9118

Non-GAAP and other key performance measures

Non-GAAP financial measures and ratios used in this press release: Constant currency revenue growth, adjusted EBIT, adjusted EBIT margin, net earnings excluding specific items, net earnings margin excluding specific items, diluted EPS excluding specific items, net debt, net debt to capitalization ratio, and return on invested capital (ROIC). CGI reports its financial results in accordance with IFRS. However, management believes that these non-GAAP measures provide useful information to investors regarding the company’s financial condition and results of operations as they provide additional measures of its performance. These measures do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers and should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. Key performance measures used in this press release: cash from operating activities as a percentage of revenue, bookings, book-to-bill ratio, backlog, days sales outstanding (DSO), earnings before income taxes margin, and net earnings margin.

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Below are reconciliations to the most comparable IFRS financial measures and ratios, as applicable.

The descriptions of these non-GAAP measures and ratios and other key performance measures can be found on pages 3, 4 and 5 of our Q3-F2024 MD&A which is posted on CGI’s website, and filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

Reconciliation between constant currency revenue growth and growth

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

2024

2023

In thousands of CAD except for percentages

Total CGI revenue

3,671,977

3,623,428

1.3%

11,015,761

10,789,024

2.1

Constant currency revenue growth

0.2%

0.5%

Foreign currency impact

1.1%

1.6%

Variation over previous period

1.3%

2.1%

Reconciliation between earnings before income taxes and adjusted EBIT



	For the three months ended June 30,										For the nine months ended June 30,
	2024		% of revenue			2023		% of revenue			2024		% of revenue			2023		% of revenue

In thousands of CAD except for percentage

Earnings before income taxes		593,967		16.2	%		558,981		15.4	%		1,698,539		15.4	%		1,639,986		15.2	%

Plus the following items:

Acquisition-related and integration costs		100		—	%		13,032		0.4	%		2,423		—	%		53,401		0.5	%

Cost optimization program		—		—	%		—		—	%		91,063		0.8	%		—		—	%

Net finance costs		8,765		0.2	%		12,808		0.4	%		23,495		0.2	%		46,315		0.4	%

Adjusted EBIT		602,832		16.4	%		584,821		16.1	%		1,815,520		16.5	%		1,739,702		16.1	%

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Net earnings and Diluted EPS, excluding specific items

For the three months ended June 30,

For the nine months ended June 30,

2024

2023

Change

2024

2023

Change

In thousands of CAD except for percentages and shares data

Earnings before income taxes

593,967

558,981

6.3%

1,698,539

1,639,986

3.6%

Add back:

Acquisition-related and integration costs

100

13,032

(99.2%)

2,423

53,401

(95.5%)

Cost optimization program

—

—%

91,063

—

—%

Earnings before income taxes excluding specific items

594,067

572,013

3.9%

1,792,025

1,693,387

5.8%

Income tax expense

153,843

144,002

6.8%

441,747

423,213

4.4%

Effective tax rate

25.9 %

25.8 %

26.0 %

25.8 %

Add back:

Tax deduction on acquisition-related and integration costs

2,352

(99.1%)

484

11,338

(95.7%)

Impact on effective tax rate

— %

(0.2%)

— %

(0.1 %)

Tax deduction on cost optimization program

—

—%

22,956

—

—%

Impact on effective tax rate

— %

—%

— %

—%

Income tax expense excluding specific items

153,865

146,354

5.1%

465,187

434,551

7.1%

Effective tax rate excluding specific items

25.9 %

25.6 %

26.0 %

25.7 %

Net earnings excluding specific items

440,202

425,659

3.4%

1,326,838

1,258,836

5.4%

Net earnings margin excluding specific items

12.0%

11.7 %

12.0 %

11.7 %

Weighted average number of shares outstanding

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

227,154,246

233,075,350

(2.5%)

229,023,242

234,752,090

(2.4%)

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

230,540,966

236,883,434

(2.7%)

232,607,988

238,343,519

(2.4%)

Earnings per share excluding specific items (in dollars)

Basic

1.94

1.83

6.0%

5.79

5.36

8.0%

Diluted

1.91

1.80

6.1%

5.70

5.28

8.0%

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Reconciliation between long-term debt and lease liabilities and net debt



As at June 30,	2024		2023


In thousands of CAD except for percentages

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

Long-term debt and lease liabilities¹		3,045,603		3,765,876

Minus the following items:

Cash and cash equivalents		1,155,400		1,468,832

Short-term investments		3,277		3,060

Long-term investments		23,840		19,507

Fair value of foreign currency derivative financial instruments related to debt		9,125		(5,165)

Net debt		1,853,961		2,279,642

Net debt to capitalization ratio		17.2%		21.7%

Return on invested capital		16.1%		15.7%

Days sales outstanding		42		44

¹ As at June 30, 2024, long-term debt and lease liabilities were $2,437.5 million ($3,112.4 million as at June 30, 2023) and $608.1 million ($653.5 million as at June 30, 2023), respectively, including their current portions.

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Exhibit 99.4

GLOBAL PRESS RELEASE

LOGO

Stock Market Symbols

GIB (NYSE)

GIB.A (TSX)

cgi.com/newsroom

CGI to appoint François Boulanger President and

Chief Executive Officer, effective October 1, 2024

George D. Schindler to retire and remain a member of the Board, effective October 1, 2024

Montréal, Quebec, May 22, 2024 – The CGI (NYSE: GIB) (TSX: GIB.A) Board of Directors announced the appointment of François Boulanger as President and Chief Executive Officer and a member of the Board of Directors, effective October 1, 2024. Mr. Boulanger is currently President and Chief Operating Officer for CGI’s operations in Canada, U.S. Commercial and State Government, Asia Pacific Global Delivery Centers of Excellence, and Global IP Solutions. George D. Schindler, currently President and Chief Executive Officer, will retire effective September 30, 2024. Mr. Schindler will continue to serve on the Board and, for a transition period, will serve as strategic advisor to Serge Godin, Founder and Executive Chairman of the Board.

“On behalf of the Board and CGI consultants worldwide, I want to congratulate François on his appointment to lead CGI,” said Serge Godin. “The Board and I have been planning for a seamless CEO succession for several years and, given the continued operational strength and resilience of our company, it is an opportune time for François to step in and lead our company into the future.”

“François has had a tremendous positive impact on profitably growing our company over the past 20 years as he led teams around the world to deliver on a wide range of business and operational strategies,” said Julie Godin, Co-Chair of the Board. “I look forward to continuing to work closely with François, our executive team, and the Board of Directors as we advance our profitable growth strategy to build a long-lasting company that remains a partner and expert of choice for our clients, an employer of choice for our people, and an investment of choice for our shareholders.”

“I want to thank Serge, Julie, George and the entire Board of Directors for their confidence,” said François Boulanger. “CGI occupies a distinctive position in the market given the depth of our client relationships and our ownership culture which empowers all of our professionals to continuously create value for our clients, employees and shareholders. I look forward to working closely with our talented team around the world as we harness the power of technology to deliver trusted insights and tangible business outcomes for our clients. Together, we will build the next successful chapter in our company’s nearly 48-year history.”

“CGI has had an exceptional CEO in George Schindler,” added Serge Godin. “Over the past 8 years, CGI has profitably grown to over $14 billion in annual revenue, while our share price more than doubled and our market capitalization increased more than 70%. Across every dimension, George successfully led our team to deliver significant value for all of our stakeholders, demonstrating the depth of his strategic vision and mastery of our business and the market. While George will retire as CEO, we are pleased that CGI will continue to benefit from his experience as both a strategic advisor and member of our Board.”

“It has been an honor to lead CGI and represent our talented people around the world to our clients and shareholders,” said George D. Schindler. “François is a superb leader and well-positioned to lead CGI and all of our stakeholders into the next wave of digital transformation. After nearly 40 years at CGI, I look forward to spending more time with my family and transitioning into an advisory and continued Board role. I want to thank Serge, Julie and the Board for their support and for the opportunity to continue serving this incredible company.”

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LOGO

About CGI

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 90,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI Fiscal 2023 reported revenue is CA$14.30 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

For more information:

Investors

Kevin Linder

Senior Vice-President, Investor Relations

kevin.linder@cgi.com

+1-905-973-8363

Media

Andrée-Anne Pelletier

Manager, Media Relations

an.pelletier@cgi.com

+1 438 468-9118

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