Exhibit 99.2

Interim Condensed Consolidated Financial Statements of

CGI INC.

For the three and six months ended March 31, 2024 and 2023

(unaudited)

Interim Consolidated Statements of Earnings

For the three and six months ended March 31

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

		Three months ended March 31				Six months ended March 31
	Notes	2024		2023		2024		2023
			$		$		$		$
Revenue	10		3,740,814		3,715,324		7,343,784		7,165,596
Operating expenses
Costs of services, selling and administrative			3,110,185		3,113,317		6,129,300		6,012,925
Acquisition-related and integration costs	8c		145		20,945		2,323		40,369
Cost optimization program	6		43,401		—		91,063		—
Net finance costs	7		7,472		15,366		14,730		33,507
Foreign exchange loss (gain)			2,174		1,239		1,796		(2,210	)
			3,163,377		3,150,867		6,239,212		6,084,591
Earnings before income taxes			577,437		564,457		1,104,572		1,081,005
Income tax expense			150,565		145,042		287,904		279,211
Net earnings			426,872		419,415		816,668		801,794
Earnings per share
Basic earnings per share	5c		1.86		1.78		3.55		3.40
Diluted earnings per share	5c		1.83		1.76		3.50		3.35

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 1

Interim Consolidated Statements of Comprehensive Income

For the three and six months ended March 31

(in thousands of Canadian dollars) (unaudited)

	Three months ended March 31						Six months ended March 31
	2024			2023			2024			2023
		$			$			$			$
Net earnings		426,872			419,415			816,668			801,794
Items that will be reclassified subsequently to net earnings (net of income taxes):
Net unrealized gains on translating financial statements of foreign operations		68,639			76,416			115,530			423,297
Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations		(37,253	)		(17,551	)		(29,619	)		(80,965	)
Deferred (costs) gains of hedging on cross-currency swaps		(3,382	)		3,080			1,201			8,770
Net unrealized gains (losses) on cash flow hedges		10,088			(1,033	)		(600	)		(16,647	)
Net unrealized gains on financial assets at fair value through other comprehensive income		18			949			1,870			1,385
Items that will not be reclassified subsequently to net earnings (net of income taxes):
Net remeasurement gains (losses) on defined benefit plans		12,082			8,828			10,097			(1,481	)
Other comprehensive income		50,192			70,689			98,479			334,359
Comprehensive income		477,064			490,104			915,147			1,136,153

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 2

Interim Consolidated Balance Sheets

(in thousands of Canadian dollars) (unaudited)

	Notes		As at March 31, 2024		As at September 30, 2023
				$		$
Assets
Current assets
Cash and cash equivalents		9c and 11		1,266,854		1,568,291
Accounts receivable				1,427,178		1,425,117
Work in progress				1,219,717		1,143,685
Current financial assets		11		48,257		103,463
Prepaid expenses and other current assets				191,027		198,377
Income taxes				6,806		6,067
Total current assets before funds held for clients				4,159,839		4,445,000
Funds held for clients				525,519		488,727
Total current assets				4,685,358		4,933,727
Property, plant and equipment				375,168		389,276
Right-of-use assets				453,543		482,321
Contract costs				328,179		308,446
Intangible assets				605,005		623,103
Other long-term assets				114,112		84,776
Long-term financial assets				154,204		147,968
Deferred tax assets				145,249		105,432
Goodwill				8,876,606		8,724,450
				15,737,424		15,799,499
Liabilities
Current liabilities
Accounts payable and accrued liabilities				900,846		924,659
Accrued compensation and employee-related liabilities				1,056,344		1,100,566
Deferred revenue				626,073		488,761
Income taxes				175,674		250,869
Current portion of long-term debt				474,956		1,158,971
Current portion of lease liabilities				192,986		198,857
Provisions				54,153		24,965
Current derivative financial instruments		11		4,697		4,513
Total current liabilities before clients’ funds obligations				3,485,729		4,152,161
Clients’ funds obligations				527,831		493,638
Total current liabilities				4,013,560		4,645,799
Long-term debt				1,942,235		1,941,350
Long-term lease liabilities				418,692		443,106
Long-term provisions				20,893		19,198
Other long-term liabilities				300,269		243,592
Long-term derivative financial instruments		11		2,208		1,700
Deferred tax liabilities				12,664		31,081
Retirement benefits obligations				178,339		163,379
				6,888,860		7,489,205
Equity
Retained earnings				6,772,687		6,329,107
Accumulated other comprehensive income		4		257,454		158,975
Capital stock		5a		1,471,883		1,477,180
Contributed surplus				346,540		345,032
				8,848,564		8,310,294
				15,737,424		15,799,499

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 3

Interim Consolidated Statements of Changes in Equity

For the six months ended March 31

(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				816,668			—		—			—			816,668
Other comprehensive income				—			98,479		—			—			98,479
Comprehensive income				816,668			98,479		—			—			915,147
Share-based payment costs				—			—		—			31,680			31,680
Income tax impact associated with share-based payments				—			—		—			8,211			8,211
Exercise of stock options		5a		—			—		61,853			(10,208	)		51,645
Exercise of performance share units		5a		764			—		13,143			(28,175	)		(14,268	)
Purchase for cancellation of Class A subordinate voting shares		5a		(373,852	)		—		(13,446	)		—			(387,298	)
Purchase of Class A subordinate voting shares held in trusts		5a		—			—		(66,847	)		—			(66,847	)
Balance as at March 31, 2024				6,772,687			257,454		1,471,883			346,540			8,848,564
	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				801,794			—		—			—			801,794
Other comprehensive income				—			334,359		—			—			334,359
Comprehensive income				801,794			334,359		—			—			1,136,153
Share-based payment costs				—			—		—			33,194			33,194
Income tax impact associated with share-based payments				—			—		—			11,638			11,638
Exercise of stock options		5a		—			—		69,994			(11,701	)		58,293
Exercise of performance share units		5a		(2,910	)		—		13,522			(24,296	)		(13,684	)
Purchase for cancellation of Class A subordinate voting shares		5a		(361,791	)		—		(38,209	)		—			(400,000	)
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 March 31, 2023				5,863,374			374,105		1,464,124			323,639			8,025,242

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 4

Interim Consolidated Statements of Cash Flows

For the three and six months ended March 31

(in thousands of Canadian dollars) (unaudited)

			Three months ended March 31						Six months ended March 31
	Notes		2024			2023			2024			2023
				$			$			$			$
Operating activities
Net earnings				426,872			419,415			816,668			801,794
Adjustments for:
Amortization, depreciation and impairment				149,068			131,020			282,274			255,280
Deferred income tax recovery				(47,773	)		(42,459	)		(61,841	)		(64,663	)
Foreign exchange loss (gain)				2,558			(274	)		(1,701	)		(1,755	)
Share-based payment costs				12,918			16,935			31,680			33,194
Gain on lease terminations				—			(677	)		—			(3,039	)
Net change in non-cash working capital items and others		9a		(41,618	)		(54,829	)		12,117			53,594
Cash provided by operating activities				502,025			469,131			1,079,197			1,074,405
Investing activities
Net change in short-term investments				2,244			1,565			(28,811	)		1,469
Business acquisitions (net of cash acquired)		8		—			—			(49,391	)		(3,998	)
Loan receivable				1,840			2,168			3,622			(19,301	)
Purchase of property, plant and equipment				(29,974	)		(46,446	)		(58,470	)		(87,717	)
Additions to contract costs				(27,253	)		(30,572	)		(49,174	)		(51,264	)
Additions to intangible assets				(45,325	)		(30,217	)		(80,281	)		(61,562	)
Purchase of long-term investments				(4,593	)		(975	)		(4,593	)		(88,000	)
Proceeds from sale of long-term investments				14,850			5,406			30,054			20,330
Cash used in investing activities				(88,211	)		(99,071	)		(237,044	)		(290,043	)
Financing activities
Increase of long-term debt				—			—			—			948
Repayment of long-term debt		11		(4,862	)		(2,911	)		(678,125	)		(5,789	)
Settlement of derivative financial instruments		11		—			—			18,087			—
Payment of lease liabilities		11		(45,230	)		(42,677	)		(78,180	)		(78,295	)
Repayment of debt assumed from business acquisition				—			—			—			(56,994	)
Purchase for cancellation of Class A subordinate voting shares		5a		(259,979	)		(400,000	)		(386,115	)		(410,291	)
Issuance of Class A subordinate voting shares		5a		24,814			27,187			51,645			58,293
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		(2,058	)		(362	)		(14,268	)		(13,684	)
Net change in clients’ funds obligations				(86,667	)		52,729			33,925			105,108
Cash used in financing activities				(373,982	)		(366,034	)		(1,119,878	)		(475,159	)
Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients				20,041			9,823			7,309			43,309
Net increase (decrease) in cash, cash equivalents and cash included in funds held for clients				59,873			13,849			(270,416	)		352,512
Cash, cash equivalents and cash included in funds held for clients, beginning of period				1,507,794			1,809,847			1,838,083			1,471,184
Cash, cash equivalents and cash included in funds held for clients, end of period				1,567,667			1,823,696			1,567,667			1,823,696
Cash composition:
Cash and cash equivalents				1,266,854			1,280,800			1,266,854			1,280,800
Cash included in funds held for clients				300,813			542,896			300,813			542,896

See Notes to the Interim Condensed Consolidated Financial Statements.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 5

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 six months ended March 31, 2024 and 2023 were authorized for issue by the Board of Directors on April 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

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.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 6

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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.

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 Company is currently evaluating the impact of these standard amendments on its 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.

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 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.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 7

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2024 and 2023

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

4.    Accumulated other comprehensive income

	As at March 31, 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 $44,008 ($44,867 as at September 30, 2023)		649,851			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 $53,283 ($49,991 as at September 30, 2023)		(355,268	)		(325,649	)
Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of $2,181 ($1,754 as at September 30, 2023)		14,742			13,541
Net unrealized gains on cash flow hedges, net of accumulated income tax expense of $3,794 ($3,953 as at September 30, 2023)		10,924			11,524
Net unrealized losses on financial assets at fair value through other comprehensive income, net of accumulated income tax recovery of $594 ($1,189 as at September 30, 2023)		(1,542	)		(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 $21,526 ($25,173 as at September 30, 2023)		(61,253	)		(71,350	)
		257,454			158,975

For the six months ended March 31, 2024, $7,556,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $2,663,000, previously recognized in other comprehensive income, were reclassified in the consolidated statements of earnings ($7,738,000, net of income tax expense of $2,714,000, were reclassified for the six months ended March 31, 2023).

For the six months ended March 31, 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 ($6,362,000, net of income tax expense of $972,000, were reclassified for the six months ended March 31, 2023).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 8

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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		—			13,143			—			—			—			13,143
Purchased and held in trusts1		—			(66,847	)		—			—			—			(66,847	)
Issued upon exercise of stock options2		877,466			61,853			—			—			877,466			61,853
Purchased and cancelled3		(2,684,980	)		(13,446	)		—			—			(2,684,980	)		(13,446	)
Conversion of shares4		1,422,948			1,985			(1,422,948	)		(1,985	)		—			—
As at March 31, 2024		206,329,931			1,436,974			25,022,758			34,909			231,352,689			1,471,883

¹  During the six months ended March 31, 2024, 160,337 shares held in trust were released (170,088 during the six months ended March 31, 2023) with a recorded value of $13,143,000 ($13,522,000 during the six months ended March 31, 2023) that was removed from contributed surplus.

During the six months ended March 31, 2024, the Company settled the withholding tax obligations of the employees under the performance share unit (PSU) plans for a cash payment of $14,268,000 ($13,684,000 during the six months ended March 31, 2023).

During the six months ended March 31, 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 six months ended March 31, 2023) for a cash consideration of $66,847,000 ($74,455,000 during the six months ended March 31, 2023).

As at March 31, 2024, 2,612,770 Class A subordinate voting shares were held in trusts under the PSU plans (2,311,673 as at March 31, 2023 and 2,309,743 as at September 30, 2023).

² The carrying value of Class A subordinate voting shares includes $10,208,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the six months ended March 31, 2024 ($11,701,000 during the six months ended March 31, 2023).

³  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 which were paid subsequent to March 31, 2024. 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.

In addition, during the six months ended March 31, 2024, the Company purchased for cancellation 1,008,500 Class A subordinate voting shares under its previous and current NCIB for a total cash consideration of $136,928,000 (nil during the six months ended March 31, 2023). The excess of the purchase price over the carrying value in the amount of $128,661,000 was charged to retained earnings (nil during the six months ended March 31, 2023). Of the purchased Class A subordinate voting shares, 67,000 Class A subordinate shares with a carrying value of $563,000 and a purchase value of $9,990,000 were held by the Company and were paid and cancelled subsequent to March 31, 2024.

During the three months ended March 31, 2023, the Company purchased for cancellation 3,344,996 Class A subordinate voting shares under its previous NCIB from the Caisse de dépôt et placement du Québec for a total cash consideration of $400,000,000. The excess of the purchase price over the carrying value in the amount of $361,791,000 was charged to retained earnings. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and was considered within the annual aggregate limit that the Company is entitled to purchase under its previous NCIB.

During the six months ended March 31, 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 six months ended March 31, 2023, which were purchased, or committed to be purchased, but were neither paid nor cancelled as at September 30, 2022).

⁴  During the three months ended March 31, 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 six months ended March 31, 2024 and 2023 9

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 six months ended March 31, 2024, 796,326 PSUs were granted, 260,196 were exercised and 218,326 were forfeited. The PSUs granted in the period had a weighted average grant date fair value of $137.89 per unit.

ii) Stock options

During the six months ended March 31, 2024, 877,466 stock options were exercised (Note 5a) and 8,446 were forfeited.

c) Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended March 31:

									Three months ended March 31
	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		426,872		229,602,790		1.86		419,415		235,042,445		1.78
Net effect of dilutive stock options and PSUs2				3,661,466						3,462,078
Diluted		426,872		233,264,256		1.83		419,415		238,504,523		1.76

									Six months ended March 31
	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		816,668		229,952,633		3.55		801,794		235,590,459		3.40
Net effect of dilutive stock options and PSUs2				3,660,050						3,408,492
Diluted		816,668		233,612,683		3.50		801,794		238,998,951		3.35

¹ During the three months ended March 31, 2024, 1,808,730 Class A subordinate voting shares purchased for cancellation and 2,612,770 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 (3,344,996 and 2,311,673, respectively, during the three months ended March 31, 2023). During the six months ended March 31, 2024, 2,751,980 Class A subordinate voting shares purchased for cancellation and 2,612,770 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 (3,445,096 and 2,311,673, respectively, during the six months ended March 31, 2023).

²  The calculation of the diluted earnings per share excluded nil stock options for the three and six months ended March 31, 2024 (nil and 13,260, respectively, during the three and six months ended March 31, 2023), as they were anti-dilutive.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 10

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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.

During the three and six months ended March 31, 2024, the Company recorded $43,401,000 and $91,063,000, respectively, of costs, which includes costs for terminations of employment of $38,347,000 and $69,500,000, respectively, accounted for in severance provisions, and costs of vacating leased premises of $5,054,000 and $21,563,000, respectively.

During the three months ended March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000.

7.    Net finance costs

	Three months ended March 31						Six months ended March 31
	2024			2023			2024			2023
		$			$			$			$
Interest on long-term debt		11,437			13,689			24,185			27,694
Interest on lease liabilities		7,281			7,312			14,670			14,473
Net interest costs on net defined benefit obligations or assets		1,996			1,070			3,979			2,161
Other finance costs		988			3,008			3,139			4,057
Finance costs		21,702			25,079			45,973			48,385
Finance income		(14,230	)		(9,713	)		(31,243	)		(14,878	)
		7,472			15,366			14,730			33,507

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 $54,145,000. 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 March 31, 2024, an amount of $2,030,000 of the consideration remains payable.

b) 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.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 11

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2024 and 2023

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

8.    Investments in subsidiaries (continued)

c) Acquisition-related and integration costs

During the three and six months ended March 31, 2024, the Company incurred $145,000 and $2,323,000, respectively, of acquisition-related and integration costs. These costs were mainly related to costs of rationalizing the redundancy of employment of $48,000 and $280,000, respectively, and costs of vacating leased premises of nil and $798,000, respectively.

During the three and six months ended March 31, 2023, the Company incurred $20,945,000 and $40,369,000, respectively, of integration costs. These costs were mainly related to costs of rationalizing the redundancy of employment of $8,095,000 and $15,384,000, respectively, and costs of vacating leased premises of $7,774,000 and $9,111,000, respectively.

9.    Supplementary cash flow information

a) Net change in non-cash working capital items and others is as follows for the three and six months ended March 31:

		Three months ended March 31						Six months ended March 31
	2024			2023			2024			2023
		$			$			$			$
Accounts receivable		127,660			91,972			23,566			(59,490	)
Work in progress		(185,063	)		(169,232	)		(61,359	)		(7,643	)
Prepaid expenses and other assets		(15,537	)		(981	)		16,711			7,491
Long-term financial assets		(5,562	)		(3,791	)		(18,526	)		(5,803	)
Accounts payable and accrued liabilities		(26,299	)		(122,167	)		(26,925	)		(113,732	)
Accrued compensation and employee-related liabilities		(45,082	)		(7,290	)		(69,951	)		(103,736	)
Deferred revenue		156,733			104,789			161,924			199,270
Income taxes		(72,093	)		45,541			(60,707	)		128,341
Provisions		18,401			793			30,162			(3,726	)
Long-term liabilities		1,872			3,040			16,509			12,453
Derivative financial instruments		13			(49	)		(79	)		(208	)
Retirement benefits obligations		3,339			2,546			792			377
		(41,618	)		(54,829	)		12,117			53,594

b) Interest paid and received and income taxes paid are classified within operating activities and are as follows for the three and six months ended March 31:

		Three months ended March 31				Six months ended March 31
	2024		2023		2024		2023
		$		$		$		$
Interest paid		37,381		47,532		56,043		63,758
Interest received		21,549		25,412		44,358		34,484
Income taxes paid		239,623		131,890		364,876		200,371

c) Cash and cash equivalents consisted of unrestricted cash as at March 31, 2024 and September 30, 2023.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 12

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 March 31, 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		682,728		597,772		516,717		496,279		433,101		402,151		217,012		205,813		234,215		(44,974	)		3,740,814
Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense1		104,289		79,551		122,032		75,207		48,997		64,458		30,595		30,821		72,505		—			628,455
Acquisition-related and integration costs (Note 8c)																							(145	)
Cost optimization program (Note 6)																							(43,401	)
Net finance costs (Note 7)																							(7,472	)
Earnings before income taxes																							577,437

¹ Total amortization and depreciation of $142,228,000 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 $17,267,000, $30,436,000, $15,361,000, $17,680,000, $24,483,000, $11,296,000, $9,175,000, $9,168,000 and $7,362,000, respectively, for the three months ended March 31, 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 three months ended March 31, 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		714,474		574,887		530,143		489,025		441,875		368,329		220,646		197,105		225,816		(46,976	)		3,715,324
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		119,328		64,135		115,272		71,865		46,500		55,253		31,242		26,376		70,797		—			600,768
Acquisition-related and integration costs (Note 8c)																							(20,945	)
Net finance costs (Note 7)																							(15,366	)
Earnings before income taxes																							564,457

¹  Total amortization and depreciation of $128,832,000 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 $24,479,000, $21,101,000, $12,865,000, $13,954,000, $23,831,000, $9,927,000, $9,608,000, $7,814,000 and $5,253,000, respectively, for the three months ended March 31, 2023.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 13

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2024 and 2023

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

10. Segmented information (continued)

			For the six months ended March 31, 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		1,335,783		1,156,764		1,015,921		979,517		855,095		773,468		435,900		410,293		467,525		(86,482	)		7,343,784
Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense1		190,959		149,928		242,131		145,145		86,766		127,049		57,620		64,725		148,365		—			1,212,688
Acquisition-related and integration costs (Note 8c)																							(2,323	)
Cost optimization program (Note 6)																							(91,063	)
Net finance costs (Note 7)																							(14,730	)
Earnings before income taxes																							1,104,572

¹ Total amortization and depreciation of $263,722,000 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 $35,539,000, $52,543,000, $29,568,000, $29,552,000, $42,367,000, $22,302,000, $18,830,000, $18,715,000 and $14,306,000, respectively, for the six months ended March 31, 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 six months ended March 31, 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		1,342,602		1,140,900		1,036,516		953,054		840,078		698,276		423,904		375,206		443,793		(88,733	)		7,165,596
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		196,732		146,417		234,274		145,010		77,607		100,353		60,460		52,242		141,786		—			1,154,881
Acquisition-related and integration costs (Note 8c)																							(40,369	)
Net finance costs (Note 7)																							(33,507	)
Earnings before income taxes																							1,081,005

¹ Total amortization and depreciation of $252,885,000 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 $45,040,000, $40,454,000, $26,680,000, $29,910,000, $45,373,000, $19,004,000, $18,581,000, $15,354,000 and $12,489,000, respectively, for the six months ended March 31, 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 six months ended March 31, 2024 and 2023 14

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 six months ended March 31:

	Three months ended March 31				Six months ended March 31
	2024		2023		2024		2023
		$		$		$		$
Western and Southern Europe
France		593,831		626,666		1,162,041		1,176,608
Spain		29,765		31,195		60,145		59,242
Portugal		30,717		30,273		58,934		57,452
Others		14,712		15,051		30,001		27,292
		669,025		703,185		1,311,121		1,320,594
U.S.1		1,152,876		1,116,979		2,250,164		2,185,287
Canada		556,519		570,372		1,100,893		1,120,990
Scandinavia and Central Europe
Germany		248,917		245,649		486,255		453,336
Sweden		180,469		186,796		362,320		364,773
Norway		29,505		34,659		56,889		69,838
		458,891		467,104		905,464		887,947
U.K. and Australia
U.K.		438,081		395,495		842,493		765,439
Australia		17,339		23,072		35,406		44,468
		455,420		418,567		877,899		809,907
Finland, Poland and Baltics
Finland		213,211		217,372		426,687		419,182
Others		17,617		12,394		34,985		21,568
		230,828		229,766		461,672		440,750
Northwest and Central-East Europe
Netherlands		158,711		146,328		315,618		279,600
Denmark		22,967		26,560		44,855		51,315
Czech Republic		18,413		19,071		40,155		35,047
Others		16,275		16,661		31,000		32,535
		216,366		208,620		431,628		398,497
Asia Pacific
Others		889		731		4,943		1,624
		889		731		4,943		1,624
		3,740,814		3,715,324		7,343,784		7,165,596

¹  External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $654,239,000 and $498,637,000, respectively, for the three months ended March 31, 2024 ($625,758,000 and $491,221,000, respectively, for the three months ended March 31, 2023). External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $1,266,129,000 and $984,035,000, respectively, for the six months ended March 31, 2024 ($1,227,830,000 and $957,457,000, respectively, for the six months ended March 31, 2023).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 15

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 six months ended March 31:

	Three months ended March 31				Six months ended March 31
	2024		2023		2024		2023
		$		$		$		$
Managed IT and business process services		2,006,851		1,953,326		3,978,695		3,795,528
Business and strategic IT consulting and systems integration services		1,733,963		1,761,998		3,365,089		3,370,068
		3,740,814		3,715,324		7,343,784		7,165,596

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $495,035,000 and 13.2% of revenues for the three months ended March 31, 2024 ($485,526,000 and 13.1% for the three months ended March 31, 2023) and $975,932,000 and 13.3% of revenues for the six months ended March 31, 2024 ($946,021,000 and 13.2% for the six months ended March 31, 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 six months ended March 31, 2024 and 2023 16

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 six months ended March 31, 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 March 31, 2024				As at September 30, 2023
	Level	Carrying amount		Fair value		Carrying amount		Fair value
			$		$		$		$
2014 U.S. Senior Notes	Level 2		473,794		470,200		473,808		464,806
2021 U.S. Senior Notes	Level 2		1,343,440		1,182,180		1,342,714		1,132,649
2021 CAD Senior Notes	Level 2		596,899		535,800		596,550		503,984
Other long-term debt	Level 2		3,058		2,817		10,363		9,839
			2,417,191		2,190,997		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 six months ended March 31, 2024 and 2023 17

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 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 March 31, 2024		As at September 30, 2023
				$		$
Financial assets
FVTE
Cash and cash equivalents		Level 2		1,266,854		1,568,291
Cash included in funds held for clients		Level 2		300,813		269,792
Deferred compensation plan assets		Level 1		106,552		88,076
				1,674,219		1,926,159
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments included in current financial assets		Level 2
Cross-currency swaps				32,167		83,626
Foreign currency forward contracts				9,947		12,505
Long-term derivative financial instruments		Level 2
Cross-currency swaps				7,502		16,130
Foreign currency forward contracts				6,507		5,875
				56,123		118,136
FVOCI
Short-term investments included in current financial assets		Level 2		6,143		7,332
Long-term bonds included in funds held for clients		Level 2		114,706		138,935
Long-term investments		Level 2		19,390		17,113
				140,239		163,380
Financial liabilities
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments		Level 2
Cross-currency swaps				2,233		2,183
Foreign currency forward contracts				2,464		2,330
Long-term derivative financial instruments		Level 2
Foreign currency forward contracts				2,208		1,700
				6,905		6,213

There were no transfers between Level 1 and Level 2 during the six months ended March 31, 2024.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2024 and 2023 18