CGI (GIB) 6-K Basis of Presentation

Exhibit 99.2

Interim Condensed Consolidated Financial Statements of

CGI INC.

For the three and six months ended March 31, 2022 and 2021

(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		2022			2021			2022			2021
				$			$			$			$
Revenue		8		3,268,946			3,078,540			6,361,342			6,097,981
Operating expenses
Costs of services, selling and administrative				2,745,776			2,593,743			5,316,383			5,120,217
Acquisition-related and integration costs		6b		2,248			848			4,865			5,587
Net finance costs				22,539			26,231			48,117			53,409
Foreign exchange gain				(438	)		(1,529	)		(111	)		(4,288	)
				2,770,125			2,619,293			5,369,254			5,174,925
Earnings before income taxes				498,821			459,247			992,088			923,056
Income tax expense				126,833			118,034			252,652			238,392
Net earnings				371,988			341,213			739,436			684,664
Earnings per share
Basic earnings per share		5c		1.55			1.36			3.06			2.70
Diluted earnings per share		5c		1.53			1.34			3.01			2.66

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, 2022 and 2021 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
	2022			2021			2022			2021
		$			$			$			$
Net earnings		371,988			341,213			739,436			684,664
Items that will be reclassified subsequently to net earnings (net of income taxes):
Net unrealized losses on translating financial statements of foreign operations		(271,265	)		(308,493	)		(365,305	)		(386,807	)
Net gains on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign		63,498			82,805			73,347			160,618
Deferred costs of hedging on cross-currency swaps		(6,137	)		(1,435	)		(6,965	)		(4,979	)
Net unrealized gains (losses) on cash flow hedges		3,734			8,138			10,967			(1,693	)
Net unrealized losses on financial assets at fair value through other comprehensive income		(2,941	)		(830	)		(3,989	)		(1,022	)
Items that will not be reclassified subsequently to net earnings (net of income taxes):
Net remeasurement gains (losses) on defined benefit plans		46,803			(7,631	)		34,218			7,127
Other comprehensive loss		(166,308	)		(227,446	)		(257,727	)		(226,756	)
Comprehensive income		205,680			113,767			481,709			457,908

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, 2022 and 2021 2

Interim Consolidated Balance Sheets

(in thousands of Canadian dollars) (unaudited)

	Notes		As at             March 31, 2022		As at September 30, 2021
			$		$
Assets
Current assets
Cash and cash equivalents		7c and 9		1,056,252		1,699,206
Accounts receivable				1,278,425		1,231,452
Work in progress				1,116,793		1,045,058
Current financial assets		9		22,642		18,961
Prepaid expenses and other current assets				179,653		172,371
Income taxes				4,749		4,936
Total current assets before funds held for clients				3,658,514		4,171,984
Funds held for clients				674,287		593,154
Total current assets				4,332,801		4,765,138
Property, plant and equipment				347,701		352,092
Right-of-use assets				508,439		586,207
Contract costs				243,099		230,562
Intangible assets				532,348		506,793
Other long-term assets				202,072		191,512
Long-term financial assets				178,545		152,658
Deferred tax assets				77,715		96,358
Goodwill				8,053,008		8,139,701
				14,475,728		15,021,021
Liabilities
Current liabilities
Accounts payable and accrued liabilities				916,953		891,374
Accrued compensation and employee-related liabilities				1,002,037		1,084,014
Current portion of long-term debt				72,723		392,727
Deferred revenue				565,466		445,740
Income taxes				200,817		160,651
Current portion of lease liabilities				159,540		167,819
Provisions				40,981		63,549
Current derivative financial instruments		9		8,294		6,497
Total current liabilities before clients’ funds obligations				2,966,811		3,212,371
Clients’ funds obligations				677,163		591,101
Total current liabilities				3,643,974		3,803,472
Long-term debt				2,969,174		3,008,929
Long-term income taxes				—		5,719
Long-term lease liabilities				532,065		609,121
Long-term provisions				18,646		26,576
Other long-term liabilities				180,785		202,662
Long-term derivative financial instruments		9		22,213		41,784
Deferred tax liabilities				141,573		132,038
Retirement benefits obligations				177,335		204,488
				7,685,765		8,034,789
Equity
Retained earnings				4,924,299		4,732,229
Accumulated other comprehensive income		4		73,853		331,580
Capital stock		5a		1,500,115		1,632,705
Contributed surplus				291,696		289,718
				6,789,963		6,986,232
				14,475,728		15,021,021

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, 2022 and 2021 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, 2021				4,732,229			331,580			1,632,705			289,718			6,986,232
Net earnings				739,436			—			—			—			739,436
Other comprehensive loss				—			(257,727	)		—			—			(257,727	)
Comprehensive income (loss)				739,436			(257,727	)		—			—			481,709
Share-based payment costs				—			—			—			25,016			25,016
Income tax impact associated with stock options				—			—			—			(3,165	)		(3,165	)
Exercise of stock options		5a		—			—			25,283			(4,296	)		20,987
Exercise of performance share units		5a		—			—			15,577			(15,577	)		—
Purchase for cancellation of Class A subordinate voting shares		5a		(547,366	)		—			(103,147	)		—			(650,513	)
Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(70,303	)		—			(70,303	)
Balance as at March 31, 2022				4,924,299			73,853			1,500,115			291,696			6,789,963
	Notes		Retained earnings			Accumulated other comprehensive income			Capital stock			Contributed surplus			Total equity
			$			$			$			$			$
Balance as at September 30, 2020				4,703,642			545,710			1,761,873			252,935			7,264,160
Net earnings				684,664			—			—			—			684,664
Other comprehensive loss				—			(226,756	)		—			—			(226,756	)
Comprehensive income (loss)				684,664			(226,756	)		—			—			457,908
Share-based payment costs				—			—			—			23,567			23,567
Income tax impact associated with stock options				—			—			—			8,784			8,784
Exercise of stock options		5a		—			—			35,140			(6,083	)		29,057
Exercise of performance share units		5a		—			—			6,745			(6,745	)		—
Purchase for cancellation of Class A subordinate voting shares		5a		(1,028,484	)		—			(154,639	)		—			(1,183,123	)
Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(31,404	)		—			(31,404	)
Balance as at March 31, 2021				4,359,822			318,954			1,617,715			272,458			6,568,949

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, 2022 and 2021 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		2022			2021			2022			2021
			$			$			$			$
Operating activities
Net earnings				371,988			341,213			739,436			684,664
Adjustments for:
Amortization, depreciation and impairment				118,770			124,747			237,025			257,164
Deferred income taxes recovery				(2,193	)		(38,102	)		(9,464	)		(41,650	)
Foreign exchange (gain) loss				(1,269	)		5,110			(2,709	)		(4,143	)
Share-based payment costs				9,975			11,863			25,016			23,567
Gain on leases termination				(2,262	)		—			(2,262	)		—
Net change in non-cash working capital items		7a		(22,380	)		127,786			(30,088	)		250,488
Cash provided by operating activities				472,629			572,617			956,954			1,170,090
Investing activities
Net change in short-term investments				(2,106	)		—			(2,106	)		1,473
Business acquisitions (considering the bank overdraft assumed and cash acquired)				(36,346	)		(1,332	)		(158,018	)		(28,600	)
Purchase of property, plant and equipment				(32,993	)		(33,471	)		(75,586	)		(50,280	)
Additions to contract costs				(24,257	)		(20,544	)		(40,479	)		(34,851	)
Additions to intangible assets				(31,657	)		(30,293	)		(57,150	)		(55,197	)
Purchase of long-term investments				(2,488	)		(551	)		(3,179	)		(2,466	)
Proceeds from sale of long-term investments				4,767			577			5,580			3,186
Cash used in investing activities				(125,080	)		(85,614	)		(330,938	)		(166,735	)
Financing activities
Increase of long-term debt				—			23,439			—			29,864
Repayment of long-term debt				(4,057	)		(2,479	)		(330,845	)		(42,362	)
Payment of lease liabilities				(36,605	)		(50,757	)		(73,175	)		(91,776	)
Repayment of debt assumed in business acquisitions				—			—			(84,558	)		—
Purchase of Class A subordinate voting shares held in trusts		5a		—			—			(70,303	)		(31,404	)
Purchase and cancellation of Class A subordinate voting shares		5a		(400,000	)		(747,068	)		(666,915	)		(1,183,123	)
Issuance of Class A subordinate voting shares				9,832			14,329			20,991			28,840
Cash used in financing activities				(430,830	)		(762,536	)		(1,204,805	)		(1,289,961	)
Effect of foreign exchange rate changes on cash and cash equivalents				(45,108	)		(59,772	)		(64,165	)		(81,585	)
Net decrease in cash and cash equivalents				(128,389	)		(335,305	)		(642,954	)		(368,191	)
Cash and cash equivalents, beginning of period				1,184,641			1,675,099			1,699,206			1,707,985
Cash and cash equivalents, end of period				1,056,252			1,339,794			1,056,252			1,339,794

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, 2022 and 2021 5

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

(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 consulting, strategic IT consulting and systems integration, as well as the sale of 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 significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021 which were consistently applied to all periods presented, except for the new accounting standard adopted on October 1, 2021, 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, 2021.

The Company’s interim condensed consolidated financial statements for the three and six months ended March 31, 2022 and 2021 were authorized for issue by the Board of Directors on April 26, 2022.

3. Accounting policies

USE OF JUDGEMENTS AND ESTIMATES

For the period ended March 31, 2022, the Company assessed the impact of the uncertainties around the COVID-19 pandemic, on its balance sheet carrying amounts. This review required the use of judgements and estimates and resulted in no material impacts.

The Company will continue to monitor the impact of the development of the COVID-19 pandemic in future reporting periods.

ADOPTION OF ACCOUNTING STANDARD

The following standard has been adopted by the Company on October 1, 2021:

In August 2020, the IASB issued Interest Rate Benchmark Reform-Phase 2, which amends IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures and IFRS 16 Leases. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform.

For financial instruments at amortized cost, the amendment introduces a practical expedient such that if a change to contractual cash flow occurs as a direct consequence of the interbank offered rates (IBORs) reform and on economically equivalent terms to the previous basis, it will not result in an immediate gain or loss recognition. As for hedge accounting, the practical expedient allows hedge instrument relationships directly affected by the reform to continue. However, additional ineffectiveness might need to be recorded.

The Company has financial instruments exposed to the 1 month USD Libor rate, which is planned to expire in June 2023. As at March 31, 2022, the only instruments with a maturity date subsequent to June 2023 directly impacted by the IBORs reform are the unsecured committed term loan credit facility and the related cross-currency interest rate swaps (the hedging instruments) expiring in December 2023.

The Company is currently managing the process to transition the existing impacted agreements to an alternative rate.

The implementation of this amendment 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, 2022 and 2021 6

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

3. Accounting policies (continued)

FUTURE ACCOUNTING STANDARD CHANGES

The following standards have been issued but are not yet effective as of March 31, 2022:

In May 2020, the IASB amended IAS 37 Provisions, Contingent Liabilities and Contingent Assets. The amendment clarifies that for assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental cost of fulfilling that contract and an allocation of other costs that relates directly to fulfilling the contract. The standard will be effective on October 1, 2022 for the Company, with earlier application permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Accounting standards currently issued by the IASB, but effective on October 1, 2023 for the Company, with earlier application permitted, are described in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021.

4. Accumulated other comprehensive income

	As at March 31, 2022			As at September 30, 2021
		$			$
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 $44,406 ($43,208 as at September 30, 2021)		245,925			611,230
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 $30,408 ($41,611 as at September 30, 2021)		(193,802	)		(267,149	)
Deferred (costs) gains of hedging on cross-currency swaps, net of accumulated income tax recovery of $280 (net of accumulated income tax expense of $2,369 as at September 30, 2021)		(396	)		6,569
Net unrealized gains on cash flow hedges, net of accumulated income tax expense of $5,306 ($1,252 as at September 30, 2021)		15,996			5,029
Net unrealized (losses) gains on financial assets at fair value through other comprehensive income, net of accumulated income tax recovery of $694 (net of accumulated income tax expense of $592 as at September 30, 2021)		(1,798	)		2,191
Items that will not be reclassified subsequently to net earnings:
Net remeasurement gains (losses) on defined benefit plans, net of accumulated income tax expense of $1,089 (net of accumulated income tax recovery of $11,084 as at September 30, 2021)		7,928			(26,290	)
		73,853			331,580

For the six months ended March 31, 2022, $911,000 of the net unrealized gains on cash flow hedges, net of income tax recovery of $20,000, previously recognized in other comprehensive income, were reclassified in the consolidated statements of earnings ($1,011,000 of the net unrealized losses on cash flow hedges, net of income tax recovery of $573,000, were reclassified for the six months ended March 31, 2021).

For the six months ended March 31, 2022, $5,325,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $1,921,000, were also reclassified in the consolidated statements of earnings ($5,104,000 and $1,840,000, respectively, were reclassified for the six months ended March 31, 2021).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 7

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

(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 multiple voting shares							Total
	Number			Carrying value			Number		Carrying value		Number			Carrying value
					$					$					$
As at September 30, 2021		219,171,329			1,595,811			26,445,706		36,894		245,617,035			1,632,705
Performance share units (PSU) exercised1		—			15,577			—		—		—			15,577
Issued upon exercise of stock options2		464,787			25,283			—		—		464,787			25,283
Purchased and cancelled3		(6,428,925	)		(103,147	)		—		—		(6,428,925	)		(103,147	)
Purchased and held in trusts4		—			(70,303	)		—		—		—			(70,303	)
As at March 31, 2022		213,207,191			1,463,221			26,445,706		36,894		239,652,897			1,500,115

¹ During the six months ended March 31, 2022, 230,154 PSUs were exercised (112,985 during the six months ended March 31, 2021) with a recorded value of $15,577,000 ($6,745,000 during the six months ended March 31, 2021) that was removed from contributed surplus. As at March 31, 2022, 1,845,426 Class A subordinate voting shares were held in trusts under the PSU plans (1,439,644 as at March 31, 2021).

² The carrying value of Class A subordinate voting shares includes $4,296,000, 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, 2022 ($6,083,000 during the six months ended March 31, 2021).

³ On February 1, 2022, the Company’s Board of Directors authorized, and subsequently received the regulatory approval from the Toronto Stock Exchange (TSX), for the renewal of the Normal Course Issuer Bid (NCIB) for the purchase for cancellation of up to 18,781,981 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares are available for purchase for cancellation commencing on February 6, 2022 until no later than February 5, 2023, 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.

During the three months ended March 31, 2022, the Company purchased for cancellation 3,968,159 Class A subordinate voting shares from the Caisse de dépôt et placement du Québec for a cash consideration of $400,000,000 (4,204,865 and $400,000,000, respectively during the three months ended March 31, 2021). The excess of the purchase price over the carrying value in the amount of $315,112,000 was charged to retained earnings ($310,048,000 during the three months ended March 31, 2021). 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, 2022, the Company purchased for cancellation 2,310,766 Class A subordinate voting shares (8,155,800 during the six months ended March 31, 2021) under its previous NCIB for a cash consideration of $250,513,000 ($783,123,000 for the six months ended March 31, 2021) and the excess of the purchase price over the carrying value in the amount of $232,254,000 ($718,436,000 for the six months ended March 31, 2021) was charged to retained earnings.

As of September 30, 2021, 150,000 Class A subordinate voting shares purchased for cancellation, for a cash consideration of $16,402,000 and with a carrying value of $1,181,000, were held by the Company, and they were paid and cancelled during the six months ended March 31, 2022.

⁴ During the six months ended March 31, 2022, the trustees, in accordance with the terms of the PSU plans and Trust Agreements, purchased 643,629 Class A subordinate voting shares of the Company on the open market (309,606 during the six months ended March 31, 2021) for a cash consideration of $70,303,000 ($31,404,000 during the six months ended March 31, 2021).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 8

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

(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, 2022, 798,562 PSUs were granted, 230,154 were exercised (Note 5a) and 142,449 were forfeited. The PSUs granted in the period had a grant date fair value of $109.13 per unit.

ii)    Stock options

During the six months ended March 31, 2022, 464,787 stock options were exercised (Note 5a) and 166,726 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:

					2022				Three months ended March 31   2021
	Net earnings		Weighted average number of shares outstanding1		Earnings per share		Net earnings		Weighted average number of shares outstanding1		Earnings   per share
	$				$		$				$
Basic		371,988		240,299,030		1.55		341,213		250,199,106		1.36
Net effect of dilutive stock options and PSUs2				3,535,022						3,766,591
Diluted		371,988		243,834,052		1.53		341,213		253,965,697		1.34
					2022				Three months ended March 31   2021
	Net earnings		Weighted average number of shares outstanding1		Earnings per share		Net earnings		Weighted average number of shares outstanding1		Earnings   per share
	$				$		$				$
Basic		739,436		241,641,373		3.06		684,664		253,592,671		2.70
Net effect of dilutive stock options and PSUs2				3,713,545						3,682,033
Diluted		739,436		245,354,918		3.01		684,664		257,274,704		2.66

¹ During the three months ended March 31, 2022, 3,968,159 Class A subordinate voting shares purchased for cancellation and 1,845,426 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 (7,705,965 and 1,439,644, respectively during the three months ended March 31, 2021). During the six months ended March 31, 2022, 6,428,925 Class A subordinate voting shares purchased for cancellation and 1,845,426 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 (12,360,665 and 1,439,644, respectively during the six months ended March 31, 2021).

² The calculation of the diluted earnings per share excluded 322,815 and 318,712 stock options, respectively, for the three and six months ended March 31, 2022 (1,315,340 during the three and six months ended March 31, 2021), as they were anti-dilutive.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 9

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

6. Investments in subsidiaries

a)   Business acquisitions realized in the current fiscal year

The Company made the following acquisitions during the six months ended March 31, 2022:

– On October 1, 2021, the Company acquired all of the outstanding shares of Array Holding Company, Inc. (Array), for a purchase price of $63,279,000. Based in the United States, Array is a leading digital services provider that optimizes mission performance for the U.S. Department of Defense and other government organizations and is headquartered in Greenbelt, Maryland.

– On October 28, 2021, the Company acquired all of the outstanding shares of Cognicase Management Consulting (CMC), for a purchase price of $93,080,000. Based in Spain, CMC is a leading provider of technology and management consulting services and solutions, headquartered in Madrid.

– On February 28, 2022, the Company acquired all of the outstanding shares of Unico Computer Systems Pty Ltd (Unico), for a purchase price of $39,814,000. Based in Australia, Unico is a technology consultancy and systems integrator, headquartered in Melbourne.

The following table presents the preliminary fair value of assets acquired and liabilities assumed for all acquisitions based on the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:

	CMC			Others			Total
		$			$			$
Current assets		50,712			13,018			63,730
Property, plant and equipment		1,555			2,919			4,474
Rights-of-use assets		3,353			6,219			9,572
Contract costs		1,812			—			1,812
Intangible assets		21,997			26,455			48,452
Goodwill1		93,264			108,131			201,395
Current liabilities		(41,961	)		(18,018	)		(59,979	)
Long-term debt		(37,937	)		(46,730	)		(84,667	)
Lease liabilities		(3,920	)		(6,391	)		(10,311	)
Deferred tax liabilities		(2,894	)		(995	)		(3,889	)
		85,981			84,608			170,589
Cash acquired		7,099			18,485			25,584
Net assets acquired		93,080			103,093			196,173
Consideration paid		78,358			100,561			178,919
Consideration payable		14,722			2,532			17,254

¹ The preliminary goodwill arising from the acquisitions mainly represents the future economic value associated to acquire work force and synergies with the Company’s operations. The goodwill is not deductible for tax purposes.

The fair value of assets acquired and liabilities assumed is expected to be completed as soon as management will have gathered all the significant information available and considered necessary in order to finalize this allocation.

For the six months ended March 31, 2022, the above acquisitions would have contributed approximately $115,000,000 of revenues and $6,000,000 of earnings before acquisition-related and integration costs, and income taxes to the financial results of the Company had the acquisition dates been October 1, 2021. These pro-forma figures are estimated based on the historical financial performance of the acquired businesses prior to the business combinations and do not include any financial synergies. These figures are indicative of the actual contribution when considering the specific dates of acquisition.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 10

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

6. Investments in subsidiaries (continued)

a)   Business acquisitions realized in the current fiscal year (continued)

These acquisitions were made to further expand CGI’s footprint in their respective regions and to complement CGI’s proximity model.

On March 11, 2022, the Company announced that it had entered into an agreement for the acquisition of all of the shares of Umanis SA (Umanis), a digital company specializing in data, digital and business solutions, headquartered in Paris, France. The proposed transaction values the entire share capital of Umanis at approximately $431,368,000, on a fully diluted basis (excluding treasury shares), and is subject to certain conditions and the completion of consultation procedures.

b)   Acquisition-related and integration costs

During the three and six months ended March 31, 2022, the Company expensed $2,248,000 and $4,865,000, respectively, for acquisition-related and integration costs. These amounts include acquisition-related costs of $130,000 and $270,000, respectively, and integration costs of $2,118,000 and $4,595,000, respectively. The acquisition-related costs consist mainly of professional fees incurred for the acquisitions. The integration costs include terminations of employment of $1,117,000 and $2,115,000, respectively, accounted for in restructuring provisions, and other integration costs of $1,001,000 and $2,480,000, respectively.

During the three and six months ended March 31, 2021, the Company expensed $848,000 and $5,587,000, respectively, for acquisition-related and integration costs. These amounts included acquisition-related costs of nil and integration costs of $848,000 and $5,587,000, respectively. The integration costs included terminations of employment of nil and $750,000, respectively, accounted for in restructuring provisions, and other integration costs of $848,000 and $4,837,000, respectively.

7. Supplementary cash flow information

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

	Three months ended March 31						Six months ended March 31
	2022			2021			2022			2021
		$			$			$			$
Accounts receivable		78,154			156,466			(44,586	)		58,741
Work in progress		(181,337	)		(70,909	)		(91,503	)		(2,675	)
Prepaid expenses and other assets		(9,647	)		(12,312	)		662			(32,080	)
Long-term financial assets		9,342			649			5,519			(10,413	)
Accounts payable and accrued liabilities		(5,265	)		(96,998	)		55,417			(62,594	)
Accrued compensation and employee-related liabilities		7,354			146,846			(70,875	)		140,834
Deferred revenue		105,111			76,063			136,721			164,996
Income taxes		(8,868	)		(3,534	)		48,102			57,039
Provisions		(10,753	)		(46,128	)		(30,064	)		(59,806	)
Long-term liabilities		(9,674	)		(2,852	)		(41,532	)		(2,669	)
Derivative financial instruments		(695	)		80			(987	)		(46	)
Retirement benefits obligations		3,898			(19,585	)		3,038			(839	)
		(22,380	)		127,786			(30,088	)		250,488

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 11

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

7. Supplementary cash flow information (continued)

b)   Net interest paid 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
	2022		2021		2022		2021
		$		$		$		$
Net interest paid		33,307		29,120		48,940		52,161
Income taxes paid		142,303		139,941		185,996		198,005

c)   Cash and cash equivalents consisted of unrestricted cash as at March 31, 2022 and September 30, 2021.

8. Segmented information

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

The operating segments reflect the current 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.

															For the three months ended March 31, 2022
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		558,567		506,680		495,305		438,566		343,661		341,733		242,651		190,312		193,482		(42,011	)		3,268,946
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		85,881		72,071		108,314		70,984		57,429		35,817		12,574		23,010		57,528		—			523,608
Acquisition-related and integration costs (Note 6b)																							(2,248	)
Net finance costs																							(22,539	)
Earnings before income taxes																							498,821

¹ Total amortization and depreciation of $118,565,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $14,984,000, $16,613,000, $14,682,000, $13,445,000, $10,121,000, $17,966,000, $16,041,000, $8,475,000 and $6,238,000, respectively for the three months ended March 31, 2022. Amortization includes an impairment in Central and Eastern Europe for $2,131,000 related to a business solution. This asset was no longer expected to generate future economic benefits.

															For the three months ended March 31, 2021
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
		$		$		$		$		$		$		$		$		$		$			$
Segment revenue		513,588		430,825		443,756		399,639		345,073		336,940		273,807		198,213		166,543		(29,844	)		3,078,540
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		74,305		61,436		98,007		55,919		62,016		36,155		17,454		28,169		52,865		—			486,326
Acquisition-related and integration costs (Note 6b)																							(848	)
Net finance costs																							(26,231	)
Earnings before income taxes																							459,247

¹ Total amortization and depreciation of $124,344,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $15,937,000, $17,108,000, $15,890,000, $12,219,000, $14,342,000, $17,139,000, $15,646,000, $9,404,000 and $6,659,000, respectively, for the three months ended March 31, 2021.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 12

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

8. Segmented information (continued)

															For the six months ended March 31, 2022
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
	$		$		$		$		$		$		$		$		$		$			$
Segment revenue		1,072,106		990,114		960,820		855,141		642,123		673,428		487,608		382,588		377,447		(80,033	)	6,361,342
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		164,771		143,754		227,584		129,843		104,595		83,558		26,392		47,986		116,587		—		1,045,070
Acquisition-related and integration costs (Note 6b)																						(4,865)
Net finance costs																						(48,117)
Earnings before income taxes																						992,088

¹ Total amortization and depreciation of $236,612,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $29,584,000, $33,887,000, $30,222,000, $27,297,000, $19,782,000, $34,413,000, $31,629,000, $16,880,000 and $12,918,000, respectively, for the six months ended March 31, 2022. Amortization includes an impairment in Central and Eastern Europe for $2,131,000 related to a business solution. This asset was no longer expected to generate future economic benefits.

															For the six months ended March 31, 2021
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		U.K. and Australia		Central and Eastern Europe		Scandinavia		Finland, Poland and Baltics		Asia Pacific		Eliminations			Total
	$		$		$		$		$		$		$		$		$		$			$
Segment revenue		993,908		867,249		873,520		810,625		672,868		655,326		548,346		406,214		328,424		(58,499	)	6,097,981
Segment earnings before acquisition-related and integration costs, net finance costs and income tax expense1		140,543		128,563		197,051		110,820		120,829		78,114		41,612		59,200		105,320		—		982,052
Acquisition-related and integration costs (Note 6b)																						(5,587)
Net finance costs																						(53,409)
Earnings before income taxes																						923,056

¹ Total amortization and depreciation of $255,376,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, U.K. and Australia, Central and Eastern Europe, Scandinavia, Finland, Poland and Baltics and Asia Pacific segments is $34,473,000, $35,654,000, $31,418,000, $25,074,000, $27,801,000, $34,777,000, $31,835,000, $21,521,000 and $12,823,000, respectively, for the six months ended March 31, 2021. Amortization includes impairments in Western and Southern Europe for $3,058,000 related to a business solution and in Finland, Poland and Baltics for $3,490,000 related to contract costs. These assets were no longer expected to generate future economic benefits.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of significant accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2021. 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, 2022 and 2021 13

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

8. 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
	2022		2021		2022		2021
	$		$		$		$
Western and Southern Europe
France		463,427		452,482		895,250		873,652
Spain		34,168		8,716		61,063		17,009
Portugal		27,455		26,774		53,539		52,918
Others		26,980		25,121		49,987		49,200
		552,030		513,093		1,059,839		992,779
U.S.1		981,693		855,646		1,916,989		1,724,177
Canada		535,195		477,001		1,037,887		941,611
U.K. and Australia
U.K.		370,673		380,501		697,979		743,050
Australia		17,572		16,552		33,726		33,018
		388,245		397,053		731,705		776,068
Central and Eastern Europe
Germany		208,856		204,561		407,227		395,003
Netherlands		128,617		122,080		255,449		239,850
Others		17,437		20,037		35,440		39,058
		354,910		346,678		698,116		673,911
Scandinavia
Sweden		185,367		207,781		376,728		416,636
Others		71,262		77,561		138,401		154,797
		256,629		285,342		515,129		571,433
Finland, Poland and Baltics
Finland		189,964		193,075		381,699		396,358
Others		9,019		9,392		17,724		19,012
		198,983		202,467		399,423		415,370
Asia Pacific
Others		1,261		1,260		2,254		2,632
		1,261		1,260		2,254		2,632
		3,268,946		3,078,540		6,361,342		6,097,981

¹ External revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $540,151,000 and $441,542,000, respectively, for the three months ended March 31, 2022 ($452,816,000 and $402,830,000, respectively, for the three months ended March 31, 2021). In addition, external revenue included in the U.S. Commercial and State Government and U.S. Federal operating segments was $1,055,865,000 and $861,124,000, respectively, for the six months ended March 31, 2022 ($905,925,000 and $818,252,000, respectively, for the six months ended March 31, 2021).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 14

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

8. 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
	2022		2021		2022		2021
		$		$		$		$
Managed IT and business process services		1,768,403		1,695,423		3,480,361		3,369,814
Business consulting, strategic IT consulting and systems integration		1,500,543		1,383,117		2,880,981		2,728,167
		3,268,946		3,078,540		6,361,342		6,097,981

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $428,002,000 and 13.1% of revenues for the three months ended March 31, 2022 ($386,499,000 and 12.6% for the three months ended March 31, 2021) and $830,543,000 and 13.1% of revenues for the six months ended March 31, 2022 ($779,475,000 and 12.8% for the six months ended March 31, 2021).

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 15

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

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

Fair value through earnings (FVTE)

Cash and cash equivalents, 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.

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 Senior U.S. unsecured notes, the 5 and 10 year Senior U.S. unsecured notes (2021 U.S. Senior Notes), the 7 year Senior unsecured notes (2021 CAD Senior Notes), the unsecured committed revolving credit facility, 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 cash flows;

- The fair value of cash and cash equivalents 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, 2022.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 16

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

9. Financial instruments (continued)

FAIR VALUE MEASUREMENTS (CONTINUED)

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, 2022				As at September 30, 2021
	Level		Carrying amount		Fair value		Carrying amount		Fair value
			$		$		$		$
Senior U.S. unsecured notes		Level 2		561,829		572,605		888,307		936,084
2021 U.S. Senior Notes		Level 2		1,235,283		1,122,229		1,253,226		1,255,055
2021 CAD Senior Notes		Level 2		595,599		534,279		595,331		585,506
Other long-term debt		Level 2		25,129		24,585		31,169		30,345
				2,417,840		2,253,698		2,768,033		2,806,990

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.

During the six months ended March 31, 2022, the Company entered into Canadian dollar to euro fixed for fixed cross-currency swap agreements for a notional amount of $600,000,000, related to the 2021 CAD Senior Notes, which has a maturity date of September 2028. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in European operations.

In December 2021, the Company repaid the last tranche of the Senior U.S. unsecured notes issued in 2011 of U.S. $250,000,000, for a total amount of $319,663,000 and settled the related interest rate swaps.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 17

Notes to the Interim Condensed Consolidated Financial Statements

For the three and six months ended March 31, 2022 and 2021

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

9. 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, 2022		As at September 30, 2021
			$		$
Financial assets
FVTE
Cash and cash equivalents		Level 2		1,056,252		1,699,206
Deferred compensation plan assets		Level 1		78,500		81,633
				1,134,752		1,780,839
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments included in current financial assets		Level 2
Cross-currency swaps				7,408		4,146
Foreign currency forward contracts				12,101		12,745
Interest rate swaps				—		1,043
Long-term derivative financial instruments		Level 2
Cross-currency swaps				61,233		24,347
Foreign currency forward contracts				8,124		9,231
				88,866		51,512
FVOCI
Short-term investments included in current financial assets		Level 2		3,133		1,027
Long-term bonds included in funds held for clients		Level 2		131,817		136,629
Long-term investments		Level 2		16,646		19,354
				151,596		157,010
Financial liabilities
Derivative financial instruments designated as hedging instruments
Current derivative financial instruments		Level 2
Cross-currency swaps				6,786		5,762
Foreign currency forward contracts				1,508		735
Long-term derivative financial instruments		Level 2
Cross-currency swaps				20,058		39,918
Foreign currency forward contracts				2,155		1,866
				30,507		48,281

There were no transfers between Level 1 and Level 2 during the six months ended March 31, 2022.

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended March 31, 2022 and 2021 18