EX-99.2 3 q1-15financialstatements.htm EXHIBIT 99.2 Q1-15 Financial Statements

















Interim Condensed Consolidated Financial Statements of

CGI GROUP INC.

For the three months ended December 31, 2014 and 2013
(unaudited)




Interim Consolidated Statements of Earnings
For the three months ended December 31
(in thousands of Canadian dollars, except per share data) (unaudited)

 
 
 
 
 
2014

 
2013

 
$

 
$

Revenue
2,541,255

 
2,644,710

Operating expenses
 
 
 
Costs of services, selling and administrative
2,195,385

 
2,341,314

Integration-related costs

 
22,615

Finance costs
24,500

 
28,438

Finance income
(920)

 
(1,080)

Foreign exchange loss
1,821

 
468

 
2,220,786

 
2,391,755

Earnings before income taxes
320,469

 
252,955

Income tax expense
84,213

 
63,165

Net earnings
236,256

 
189,790

Earnings per share (Note 7c)
 
 
 
Basic earnings per share
0.76

 
0.62

Diluted earnings per share
0.74

 
0.60




CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    1

Interim Consolidated Statements of Comprehensive Income
For the three months ended December 31
(in thousands of Canadian dollars) (unaudited)


 
 
 
 
2014
2013
 
$
$
Net earnings
236,256
189,790
Items that will be reclassified subsequently to net earnings (net of income taxes):
 
 
Net unrealized (losses) gains on translating financial statements of foreign operations
(7,420)
221,643
Net losses on derivative financial instruments and on translating long-term debt designated as hedges of net investments in foreign operations
(36,312)
(84,389)
Net unrealized gains on cash flow hedges
2,214
2,070
Net unrealized gains on investments available for sale
238
30
Items that will not be reclassified subsequently to net earnings (net of income taxes):
 
 
Net remeasurement gains
5,623
2,573
Other comprehensive (loss) income
(35,657)
141,927
Comprehensive income
200,599
331,717








CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    2

Interim Consolidated Balance Sheets
(in thousands of Canadian dollars) (unaudited)


 
As at
December 31, 2014
As at
September 30, 2014
 
$
$
Assets
 
 
Current assets
 
 
Cash and cash equivalents (Note 3)
489,577
535,715
Current derivative financial instruments (Note 10)
12,028
9,397
Accounts receivable
1,103,663
1,036,068
Work in progress
777,001
807,989
Prepaid expenses and other current assets
151,159
174,137
Income taxes
9,047
8,524
Total current assets before funds held for clients
2,542,475
2,571,830
Funds held for clients
316,573
295,754
Total current assets
2,859,048
2,867,584
Property, plant and equipment
479,896
486,880
Contract costs
155,607
156,540
Intangible assets
596,207
630,074
Other long-term assets
74,157
74,158
Long-term financial assets
96,828
84,077
Deferred tax assets
305,116
323,416
Goodwill
6,604,992
6,611,323
 
11,171,851
11,234,052
 
 
 
Liabilities
 
 
Current liabilities
 
 
Accounts payable and accrued liabilities
1,127,423
1,060,380
Current derivative financial instruments (Note 10)
5,096
4,588
Accrued compensation
513,934
583,979
Deferred revenue
443,578
457,056
Income taxes
187,112
156,283
Provisions (Note 4)
118,918
143,309
Current portion of long-term debt (Note 5)
91,439
80,367
Total current liabilities before clients’ funds obligations
2,487,500
2,485,962
Clients’ funds obligations
312,786
292,257
Total current liabilities
2,800,286
2,778,219
Long-term provisions (Note 4)
64,442
70,586
Long-term debt (Note 5)
2,357,676
2,599,336
Other long-term liabilities
294,104
308,387
Long-term derivative financial instruments (Note 10)
93,815
149,074
Deferred tax liabilities
165,616
155,972
Retirement benefits obligations
178,846
183,753
 
5,954,785
6,245,327
 
 
 
Equity
 
 
Retained earnings
2,592,264
2,356,008
Accumulated other comprehensive income (Note 6)
192,967
228,624
Capital stock (Note 7a)
2,265,596
2,246,197
Contributed surplus
166,239
157,896
 
5,217,066
4,988,725
 
11,171,851
11,234,052





CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    3

Interim Consolidated Statements of Changes in Equity
For the three months ended December 31
(in thousands of Canadian dollars) (unaudited)


 
Retained earnings

Accumulated other comprehensive
income

Capital
stock

Contributed surplus

Total
 equity

 
$

$

$

$

$

Balance as at September 30, 2014
2,356,008

228,624

2,246,197

157,896

4,988,725

 
 
 
 
 
 
Net earnings
236,256




236,256

Other comprehensive loss

(35,657)



(35,657)

Comprehensive income
236,256

(35,657)



200,599

Share-based payment costs



10,915

10,915

Income tax impact associated with stock options



5,492

5,492

Exercise of stock options (Note 7a)


28,052

(5,618)

22,434

Exercise of performance share units (“PSU”) (Note 7a)


2,446

(2,446)


Purchase of Class A subordinate shares held in trust (Note 7a)


(11,099)


(11,099)

Balance as at December 31, 2014
2,592,264

192,967

2,265,596

166,239

5,217,066

 
 
 
 
 
 





Retained earnings

Accumulated other comprehensive
income

Capital
stock

Contributed surplus

Total
 equity

 
$

$

$

$

$

Balance as at September 30, 2013
1,551,956

121,855

2,240,494

141,392

4,055,697

 
 
 
 
 
 
Net earnings
189,790




189,790

Other comprehensive income

141,927



141,927

Comprehensive income
189,790

141,927



331,717

Share-based payment costs



10,012

10,012

Income tax impact associated with stock options



2,130

2,130

Exercise of stock options


26,532

(5,535)

20,997

Repurchase of Class A subordinate shares
(46,675)


(53,325)


(100,000)

Purchase of Class A subordinate shares held in trust


(23,016)


(23,016)

Resale of Class A Subordinate shares held in trust


908

482

1,390

Balance as at December 31, 2013
1,695,071

263,782

2,191,593

148,481

4,298,927







CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    4

Interim Consolidated Statements of Cash Flows
For the three months ended December 31
(in thousands of Canadian dollars) (unaudited)


 
 
 
 
 
2014

 
2013

 
$

 
$

Operating activities
 
 
 
Net earnings
236,256

 
189,790

Adjustments for:
 
 
 
Amortization and depreciation
105,891

 
110,464

Deferred income taxes
17,232

 
(527)

Foreign exchange (gain) loss
(1,437)

 
1,103

Share-based payment costs
10,915

 
10,012

Net change in non-cash working capital items (Note 8)
(29,652)

 
(244,538)

Cash provided by operating activities
339,205

 
66,304

 
 
 
 
Investing activities
 
 
 
Net change in short-term investments

 
(295)

Proceeds from sale of property, plant and equipment
15,255

 

Purchase of property, plant and equipment
(45,819)

 
(50,327)

Additions to contract costs
(14,677)

 
(12,764)

Additions to intangible assets
(15,657)

 
(15,378)

Purchase of long-term investments
(4,249)

 
(8,307)

Proceeds from sale of long-term investments
955

 

Payments received from long-term receivable
1,126

 
1,842

Cash used in investing activities
(63,066)

 
(85,229)

 
 
 
 
Financing activities
 
 
 
Net change in unsecured committed revolving credit facility

 
214,274

Increase of long-term debt
26,919

 
27,731

Repayment of long-term debt (Note 5)
(317,835)

 
(15,848)

Settlement of derivative financial instruments (Note 10)
(42,972)

 

Purchase of Class A subordinate shares held in trust (Note 7a)
(11,099)

 
(23,016)

Resale of Class A subordinate shares held in trust

 
1,390

Repurchase of Class A subordinate shares (Note 7a)

 
(100,000)

Issuance of Class A subordinate shares
21,528

 
20,102

Cash (used in) provided by financing activities
(323,459)

 
124,633

Effect of foreign exchange rate changes on cash and cash equivalents
1,182

 
(5,763)

Net (decrease) increase in cash and cash equivalents
(46,138)

 
99,945

Cash and cash equivalents, beginning of period
535,715

 
106,199

Cash and cash equivalents, end of period (Note 3)
489,577

 
206,144


Supplementary cash flow information (Note 8).




CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    5

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

1.Description of business
CGI Group Inc. (the “Company”), directly or through its subsidiaries, manages information technology (“IT”) services as well as business process services (“BPS”) to help clients effectively realize their strategies and create added value. The Company’s services include the management of IT and business functions (“outsourcing”), systems integration and consulting, as well as the sale of software solutions. The Company was incorporated under Part IA of the Companies Act (Québec) predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its 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 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board. In addition, the interim condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 3, “Summary of significant accounting policies” of the Company’s consolidated financial statements for the year ended September 30, 2014. The accounting policies were consistently applied to all periods.
These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended September 30, 2014.
The Company’s interim condensed consolidated financial statements for the three months ended December 31, 2014 and 2013 were authorized for issue by the Board of Directors on January 28, 2015.
3.Cash and cash equivalents
 
 
As at
December 31, 2014
As at
September 30, 2014
 
 
$
$
Cash
 
359,577
265,715
Cash equivalents
 
130,000
270,000
 
 
489,577
535,715
4.Provisions
The Company's provisions consist of liabilities for leases of premises that the Company has vacated, litigation and claim provisions arising in the ordinary course of business and decommissioning liabilities for operating leases of office buildings where certain arrangements require premises to be returned to their original state at the end of the lease term. The Company also recognizes restructuring provisions related to business acquisitions.
During the three months ended December 31, 2014, the Company paid $21,186,000 ($53,325,000 during the three months ended December 31, 2013) related to the restructuring and transformation of Logica's operations to the CGI operating model.
The provision as at December 31, 2014 related to the integration program was $82,990,000 ($105,617,000 as at September 30, 2014).


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    6

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)


5.Long-term debt
During the three months ended December 31, 2014, the Company repaid in advance, without penalty, a portion of the 2016, $1,005,332,000 maturing tranche of  unsecured committed term loan credit facility. The partial repayment amounted to $298,152,000.
6.Accumulated other comprehensive income
 
      
As at
December 31, 2014
      
As at
September 30, 2014
 
$
$
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 $37,698 as at December 31, 2014 ($31,986 as at September 30, 2014)
504,269
511,689
Net losses on derivative financial instruments and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $42,512 as at December 31, 2014 ($37,024 as at September 30, 2014)
(274,895)
(238,583)
Net unrealized gains on cash flow hedges, net of accumulated income tax expense of $7,051 as at December 31, 2014 ($2,162 as at September 30, 2014)
16,734
14,520
Net unrealized gains on investments available for sale, net of accumulated income tax expense of $1,019 as at December 31, 2014 ($942 as at September 30, 2014)
2,814
2,576
Items that will not be reclassified subsequently to net earnings:
 
 
Net remeasurement losses, net of accumulated income tax recovery of $18,819 as at December 31, 2014 ($18,728 as at September 30, 2014)
(55,955)
(61,578)
 
192,967
228,624
For the three months ended December 31, 2014, $928,000 of the net unrealized gains previously recognized in other comprehensive income, net of income tax expense of $480,000 were reclassified to net earnings for derivative financial instruments designated as cash flow hedges.


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    7

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

7.Capital stock, share-based payments and earnings per share
A)
CAPITAL STOCK
 
Class A subordinate shares
 
Class B shares
 
Total
 
 
Number

Carrying
 value

Number

Carrying value

Number

Carrying
value

 
 
$

 
$

 
$

As at September 30, 2014
279,311,564

2,199,778

33,272,767

46,419

312,584,331

2,246,197

Issued upon exercise of stock options1
1,343,898

28,052



1,343,898

28,052

Purchased and held in trust2

(11,099
)



(11,099
)
PSUs exercised3

2,446




2,446

As at December 31, 2014
280,655,462

2,219,177

33,272,767

46,419

313,928,229

2,265,596

On January 29, 2014, the Company’s Board of Directors authorized the renewal of a Normal Course Issuer Bid (“NCIB”) for the purchase of up to 21,798,645 Class A subordinate shares for cancellation on the open market through the Toronto Stock Exchange (“TSX”). The Class A subordinate shares were available for purchase commencing February 11, 2014, until no later than February 10, 2015, or on such earlier date when the Company completes its purchases or elects to terminate the NCIB. On January 28, 2015, the Company’s Board of Directors authorized the renewal of the NCIB for the purchase of up to 19,052,207 Class A subordinate shares over the next twelve months, subject to regulatory approval.
During the three months ended December 31, 2014, the Company did not repurchase any Class A subordinate shares. During the three months ended December 31, 2013, the Company repurchased 2,490,660 Class A subordinate shares from the Caisse de dépôt et placement du Québec for cash consideration of $100,000,000. The excess of purchase price over the carrying value in the amount of $46,675,000 was charged to retained earnings. In accordance with the requirements of TSX, the repurchased shares have been taken into account in calculating the annual aggregate limit that the Company is entitled to repurchase under its previous NCIB.
1 
The carrying value of Class A subordinate shares includes $5,618,000 ($5,535,000 as at December 31 2013), which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the period.
2 
The trustee, in accordance with the terms of the PSU plan and a Trust Agreement, purchased 288,535 Class A subordinate shares of the Company on the open market for $11,099,000 during the three months ended December 31, 2014 (619,888 Class A subordinate shares for $23,016,000 during the three months ended December 31, 2013).
During the three months ended December 31, 2014, the trustee did not sell any Class A subordinate shares that were held in trust. During the three months ended December 31, 2013, the trustee sold 35,576 Class subordinate shares that were held in trust on the open market. The excess of proceeds over the carrying value of the Class A subordinate shares, in the amount of $482,000, resulted in an increase of contributed surplus.
3 
During the three months ended December 31, 2014, 89,401 PSUs (nil during the three months ended December 31, 2013) were exercised with a recorded average fair value of $2,446,000 that was removed from contributed surplus. As at December 31, 2014, 1,947,283 Class A subordinate shares were held in trust under the PSU plan ($1,771,007 as at December 31, 2013) (Note 7b).


    



CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    8

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

7.Capital stock, share-based payments and earnings per share (continued)
B) SHARE-BASED PAYMENTS
i)
Stock options
Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, stock options to purchase Class A subordinate shares to certain employees, officers and directors of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate shares on the TSX on the day preceding the date of the grant. Stock options generally vest over four years from the date of grant conditionally upon achievement of objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death.
The following table presents information concerning the number of outstanding stock options granted by the Company:
 
 
 
Outstanding as at September 30, 2014
 
19,728,106

Granted
 
3,249,320

Exercised
 
(1,343,898
)
Forfeited
 
(2,373,222
)
Outstanding as at December 31, 2014
 
19,260,306

The fair value of stock options granted during the three months ended December 31 and the weighted average assumptions used in the calculation of their fair value on the date of grant using the Black-Scholes option pricing model were as follows:
 
 
 
 
2014

2013

Grant date fair value ($)
 
 
 
8.59

7.92

Dividend yield (%)
 
 
 
0.00

0.00

Expected volatility (%)1
 
 
 
24.70

23.77

Risk-free interest rate (%)
 
 
 
1.34

1.56

Expected life (years)
 
 
 
4.00

4.00

Exercise price ($)
 
 
 
39.54

37.01

Share price ($)
 
 
 
39.54

37.01

1 
Expected volatility was determined using statistical formulas and based on the weekly historical average of closing daily share prices over the period of the expected life of stock option.

CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    9

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

7.Capital stock, share-based payments and earnings per share (continued)
B) SHARE-BASED PAYMENTS (CONTINUED)
ii)
Performance share units
Under the PSU plan, the Board of Directors may grant PSUs to senior executives and other key employees (“participants”) which entitle them to receive one Class A subordinate share for each PSU. The vesting performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the PSU award was made, except in the event of retirement, termination of employment or death. Granted PSUs vest annually over a period of four years from the date of grant conditionally upon achievement of objectives.
Class A subordinate shares purchased in connection with the PSU plan are held in trust for the benefit of the participants. The trust, considered as a structured entity, is consolidated in the Company’s consolidated financial statements with the cost of the purchased shares recorded as a reduction of capital stock (Note 7a).
The following table presents information concerning the number of outstanding PSUs granted by the Company:
Outstanding as at September 30, 2014
1,748,149

Granted1
530,000

Exercised
(89,401
)
Forfeited
(241,465
)
Outstanding as at December 31, 2014
1,947,283

1 The PSUs granted in the period had a grant date fair value of $37.84 per unit.
C) EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three months ended December 31:
 
2014
 
2013
 
 
Net earnings

Weighted average number of shares outstanding1

Earnings per share

Net earnings

Weighted average number of shares outstanding1
 
Earnings
per share

 
$

 
$

$

 
$

Basic
236,256

311,130,412

0.76

189,790

308,482,085
 
0.62

Net effect of dilutive stock
   options and PSUs2
 
8,949,257

 
 
10,197,208
 
 
 
236,256

320,079,669

0.74

189,790

318,679,293
 
0.60

1 
During the three months ended December 31, 2014, there was no repurchase of Class A subordinate shares and 1,947,283 Class A subordinate shares held in trust were excluded from the calculation of weighted average number of shares outstanding as of the date of transaction (2,490,660 and 1,771,007, respectively, during the three months ended December 31, 2013).
2 
The calculation of the diluted earnings per share excluded 6,185,267 stock options for the three months ended December 31, 2014 (4,841,382 for the three months ended December 31, 2013), as they were anti-dilutive.



CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    10

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

8.Supplementary cash flow information
a)Net change in non-cash working capital items is as follows for the three months ended December 31:
 
2014
2013
 
$
$
Accounts receivable
(70,012)
(217,288)
Work in progress
36,237
(56,540)
Prepaid expenses and other assets
25,298
(2,190)
Long-term financial assets
(2,041)
(1,759)
Accounts payable and accrued liabilities
72,632
39,109
Accrued compensation
(66,541)
(35,758)
Deferred revenue
(12,533)
51,590
Provisions
(28,382)
(62,550)
Other long-term liabilities
(14,463)
6,804
Retirement benefits obligations
(1,245)
(1,350)
Derivative financial instruments
(29)
1,217
Income taxes
31,427
34,177
 
(29,652)
(244,538)
b)Interest paid and received and income taxes paid are classified within operating activities and are as follows for the three months ended December 31:
 
2014
2013
 
$
$
Interest paid
21,274
35,359
Interest received
817
371
Income taxes paid
37,026
24,117


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    11

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

9.Segmented information
The following presents information on the Company’s operations based on its current management structure managed through seven operating segments which are based on the geographic delivery model, namely: United States of America (“U.S.”); Nordics, Southern Europe and South America (“NSESA”); Canada; France (including Luxembourg and Morocco); United Kingdom (“U.K.”); Central and Eastern Europe (primarily the Netherlands and Germany) (“CEE”); Asia Pacific (including Australia, India and Philippines).
 
 
 
For the three months ended December 31, 2014


U.S.
NSESA
Canada
France
U.K.
CEE
Asia Pacific
Total
 
$
$
$
$
$
$
$
$
 
 
 
 
 
 
 
 
 
Segment revenue
654,584
503,339
382,149
325,305
310,698
256,503
108,677
2,541,255
Earnings before finance costs, finance income and income tax expense1
95,127
46,554
80,740
40,877
35,173
25,406
20,172
344,049
Finance costs
 
 
 
 
 
 
 
(24,500)
Finance income
 
 
 
 
 
 
 
920
Earnings before income taxes
 
 
 
 
 
 
 
320,469
1 
Total amortization and depreciation of $105,594,000 included in the U.S., NSESA, Canada, France, U.K., CEE and Asia Pacific operating segments is $28,302,000, $19,660,000, $18,026,000, $8,047,000, $18,574,000, $7,481,000 and $5,504,000, respectively, for the three months ended December 31, 2014.
 
 
 
For the three months ended December 31, 2013


U.S.
NSESA
Canada
France
U.K.
CEE
Asia Pacific
Total
 
$
$
$
$
$
$
$
$
 
 
 
 
 
 
 
 
 
Segment revenue
685,592
548,792
420,945
331,475
287,236
269,438
101,232
2,644,710
Earnings before integration-related costs, finance costs, finance income and
   income tax expense1
67,339
49,146
90,114
35,717
21,112
28,177
11,323
302,928
Integration-related costs
 
 
 
 
 
 
 
(22,615)
Finance costs
 
 
 
 
 
 
 
(28,438)
Finance income
 
 
 
 
 
 
 
1,080
Earnings before income taxes
 
 
 
 
 
 
 
252,955
1 
Total amortization and depreciation of $110,169,000 included in the U.S., NSESA, Canada, France, U.K., CEE and Asia Pacific operating segments is $27,845,000, $21,755,000, $22,265,000, $8,250,000, $16,602,000, $7,863,000 and $5,589,000, respectively, for the three months ended December 31, 2013.
The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies (Note 3) of the Company’s consolidated financial statements for the year ended September 30, 2014. Intersegment revenue is priced as if the revenue was from third parties.


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    12

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.Financial instruments
FAIR VALUE
All financial instruments are initially measured at their fair values. Subsequently, financial assets classified as loans and receivables and financial liabilities classified as other liabilities are measured at their amortized cost using the effective interest rate method. Financial assets and liabilities classified as fair value through earnings (“FVTE”) and classified as available for sale are measured subsequently at their fair values.
The Company has made the following classifications:
FVTE
Cash and cash equivalents and derivative financial instruments (unless they qualify for hedge accounting). In addition, deferred compensation plan assets within long-term financial assets were designated by management as FVTE upon initial recognition as this reflected management's investment strategy.
Loans and receivables
Trade accounts receivable, cash included in funds held for clients and long-term receivables within long-term financial assets.
Available for sale
Long-term bonds included in funds held for clients and in long-term investments within long-term financial assets.
Other liabilities
Accounts payable and accrued liabilities, accrued compensation, long-term debt and clients’ funds obligations.
FAIR VALUE HIERARCHY
Fair value measurements recognized in the balance sheet are categorized in accordance with the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1, but that are observable for the asset or liability, either directly or indirectly; and
Level 3: inputs for the asset or liability that are not based on observable market data.
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 Senior U.S. and euro unsecured notes, the unsecured committed term loan credit facility and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;
-
The fair value of long-term bonds included in funds held for clients and in long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm's-length basis;
-
The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period;
-
The fair value of cross-currency swaps and interest rate swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated flows.
There were no changes in valuation techniques during the three months ended December 31, 2014 and for the year ended September 30, 2014.


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    13

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.Financial instruments (continued)
FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents financial liabilities measured at amortized cost categorized using the fair value hierarchy:
 
 
As at December 31, 2014
As at September 30, 2014
 
Level
Carrying amount
Fair value
Carrying amount
Fair value
 
 
$
$
$
$
 Financial liabilities for which fair value is disclosed
 
 
 
 
 
 Other liabilities
 
 
 
 
 
Senior U.S. and euro unsecured notes
Level 2
1,529,267
1,595,228
1,476,537
1,528,724
Unsecured committed term loan credit facility
Level 2
706,717
709,061
1,001,752
1,005,792
Other long-term debt
Level 2
34,348
33,117
22,036
20,276
 
 
2,270,332
2,337,406
2,500,325
2,554,792

The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:
 
Level
As at December 31, 2014
As at September 30, 2014
 
 
$
$
 Financial assets
 
 
 
 
 
 Financial assets at fair value through earnings
 
 
 
 
 
Cash and cash equivalents
Level 2
 
489,577
 
535,715
Deferred compensation plan assets
Level 1
 
34,070
 
31,151
 
 
 
523,647
 
566,866
Derivative financial instruments designated as
     hedging instruments
 
 
 
 
 
 
Current derivative financial instruments
Level 2
 
12,028
 
9,397
Long-term derivative financial instruments
Level 2
 
19,520
 
14,834
 
 
 
31,548
 
24,231
 Available for sale
 
 
 
 
 
Long-term bonds included in funds held for clients
Level 2
 
198,143
 
198,177
Long-term investments
Level 2
 
35,020
 
30,689
 
 
 
233,163
 
228,866
 Financial liabilities
 
 
 
 
 
 Derivative financial instruments designated as
      hedging instruments
 
 
 
 
 
 
Current derivative financial instruments
Level 2
 
5,096
 
4,588
Long-term derivative financial instruments
Level 2
 
93,815
 
149,074
 
 
 
98,911
 
153,662
There were no transfers between Level 1 and Level 2 during the three months ended December 31, 2014 and for the year ended September 30, 2014.


CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    14

Notes to the Interim Condensed Consolidated Financial Statements
For the three months ended December 31, 2014 and 2013
(tabular amounts only are in thousands of Canadian dollars, except per share data) (unaudited)

10.Financial instruments (continued)
FAIR VALUE MEASUREMENTS (CONTINUED)
The following table summarizes the fair value of outstanding derivative financial instruments:
 
Recorded in derivative financial instruments
As at
December 31, 2014

As at
September 30, 2014

 
 
$

$

Hedges on net investments in foreign operations
 
 
 
$659,400 cross-currency swaps in euro designated as a hedging instrument of the Company’s net investment in European operations ($968,800 as at September 30, 2014)
Long-term liabilities
86,697

136,203

Cash flow hedges on future revenue
 
 
 
U.S.$26,250 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Canadian dollar (U.S.$32,000 as at September 30, 2014)
Current liabilities
Long-term liabilities
2,114
697

1,651
605

 
 
 
 
U.S.$65,261 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the U.S. dollar and the Indian rupee (U.S.$75,216 as at September 30, 2014)
Current assets
Long-term assets
Current liabilities
Long-term liabilities
1,216
2,113
1,875
937

1,226
1,586
1,963
1,153

 
 
 
 
$201,866 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the Canadian dollar and the Indian rupee ($94,600 as at September 30, 2014)
Current assets
Long-term assets
Current liabilities
Long-term liabilities
5,785
8,742
281


4,276
5,937
475
45

 
 
 
 
 kr126,225 foreign currency forward contracts to hedge the
     variability in the expected foreign currency exchange rate
     between the Swedish krona and the Indian rupee
     (kr142,600 as at September 30, 2014)
Current assets
Long-term assets
Current liabilities
Long-term liabilities
766
928


1
16
32

 
 
 
 
€111,825 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the British pound (€121,100 as at
    September 30, 2014)
Current assets
Long-term assets
4,261
7,737


3,894
7,311


 
 
 
 
€12,500 foreign currency forward contracts to hedge the variability in the expected foreign currency exchange rate between the euro and the Swedish krona (€15,000 as at
    September 30, 2014)
Current liabilities
Long-term liabilities
826
301

483
183

Cash flow hedges on unsecured committed term loan credit
     facility
 
 
 
$484,400 interest rate swaps floating-to-fixed ($484,400 as at
     September 30, 2014)
Long-term liabilities
732


943


Fair value hedges on Senior U.S. unsecured notes
 
 
 
U.S.$250,000 interest rate swaps fixed-to-floating (U.S.$250,000
     as at September 30, 2014)
Long-term liabilities
4,451

9,910

During the three months ended December 31, 2014, following debt repayments, the Company settled the related floating-to-floating cross-currency swaps with a notional amount of $309,400,000.



CGI Group Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2014 and 2013    15