2012 ANNUAL REPORT COMBINED STRENGTH PROMISING FUTURE 04 FINANCIAL HIGHLIGHTS 06 COMBINING OUR FUTURES 18 COMBINING OUR TALENTS 32 COMBINING OUR BUSINESSES 71 MANAGEMENT'S DISCUSSION AND ANALYSIS 113 CONSOLIDATED FINANCIAL STATEMENTS 180 BOARD OF DIRECTORS EXECUTIVE MANAGEMENT TEAM 181 CORPORATE INFORMATION TOGETHER WSP AND GENIVAR HAVE BECOME ONE OF THE WORLD'S LEADING PROFESSIONAL SERVICES FIRMS. TOGETHER WE HAVE A CLEAR STRATEGY FOR GROWTH, SUPPORTED BY A GLOBAL MINDSET AND SHARED VISION AND VALUES. FINANCIAL AND OPERATING HIGHLIGHTS 04 2012 2012 2011 05 without Unusual Items* FOR THE PERIOD FROM FOR THE PERIOD FROM FOR THE PERIOD FROM IN MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA JANUARY 1 TO DECEMBER 31 JANUARY 1 TO DECEMBER 31 JANUARY 1 TO DECEMBER 31 FINANCIAL HIGHLIGHTS Revenues $1,257.5 $1,257.5 $651.9 Net revenues** $1,020.1 $1,020.1 $529.0 EBITDA** $125.4 $108.6 $89.7 EBITDA per share** $3.11 $2.69 $3.42 Net earnings $46.3 $50.1 Basic and diluted net earnings per share $1.15 $1.91 Adjusted net earnings** $61.4 $42.9 Adjusted net earnings per share** $1.52 $1.64 FINANCIAL POSITION Total assets $1,812.0 $726.0 Financial liabilities (1) $254.8 $74.3 Less: Cash and cash equivalents ($127.7) ($144.0) Net debt (cash) $127.1 ($69.7) FUNDS FROM OPERATIONS AND FREE CASH FLOW Cash flows from operating activities $109.1 $96.0 $72.4 Excluding: Change in non-cash working capital items $0.1 ($3.6) ($4.6) Funds from operations** $109.2 $92.4 $67.8 Funds from operations per share** $2.71 $2.29 $2.58 Less: Change in non-cash working capital items ($0.1) $3.6 $4.6 Capital expenditures ($19.6) ($19.6) ($12.4) Free cash flow** $89.5 $76.4 $60.0 Free cash flow per share** $2.22 $1.90 $2.29 * The financial results are presented before the impact of Unusual Items, as explained in the “WSP Transaction Summary” section of the Management’s Discussion and Analysis. ** Non-IFRS measures are described in the “Glossary” section of the Management’s Discussion and Analysis. (1) Financial liabilities consist of a loan payable, notes payable, balances payable to former shareholders, obligations under finance leases, other obligations and long-term debts, including current portions, bank overdraft and bank advances. NON-IFRS MEASURES The Company uses non-IFRS measures that are considered by companies as indicators of financial performance measures which are not recognized under IFRS and may differ from similar computations as reported by other similar entities and, accordingly, may not be comparable. It believes these measures provide useful supplemental information that may assist investors in assessing an investment in the Company’s shares. Non-IFRS measures used by the Company are net revenues, EBITDA, EBITDA per share, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, income tax expenses per share, adjusted net earnings, adjusted net earnings per share, funds from operations, funds from operations per share, free cash flow, and free cash flow per share. These measures are defined at the end of the Management’s Discussion and Analysis in the “Glossary” section. 2012 ANNUAL REPORT ANNUAL 2012 +92.9% INCREASE IN REVENUES $1,257.5M REVENUES +92.8% INCREASE IN NET REVENUES $1,020.1M NET REVENUES +39.8% EBITDA INCREASE without Unusual Items $125.4M EBITDA without Unusual Items COMBINING OUR FUTURES 06 07 2012 ANNUAL REPORT ANNUAL 2012 “THIS WAS A MERGER OF CHOICE FOR BOTH COMPANIES, SOMETHING WE TOOK ON BECAUSE WE BELIEVED IT WOULD ENRICH OUR ABILITY TO SERVE OUR CLIENTS AND OUR EMPLOYEES’ CAREERS. APART, WE WOULD HAVE CONTINUED TO BE SUCCESSFUL FIRMS, BUT TOGETHER WE CAN BECOME SOMETHING MUCH MORE.” CHRISTOPHER COLE, EXECUTIVE CHAIRMAN OF THE BOARD PIERRE SHOIRY, PRESIDENT AND CEO COMBINING OUR FUTURES OUR COMBINING EXECUTIVE CHAIRMAN’S MESSAGE CHRISTOPHER COLE 08 09 2012 ANNUAL REPORT ANNUAL 2012 Dear Shareholders, It is a great privilege for me to address you as the new Executive Chairman of what is now one of the world’s leading multidisciplinary professional services consulting companies following WSP and GENIVAR’s merger in August 2012. Our President and CEO, Pierre Shoiry, and I have been delighted by the positive response of shareholders, staff and clients to the merger, which combined GENIVAR’s strong Canadian presence and specific involvement in major sectors with WSP’s global reach and broad multidisciplinary experience. The transaction has provided a platform that will ensure increased diversification, global opportunities and resilience in the future. We have made a positive start in the area of integration and are pleased to report solid financial performance in 2012, in line with the Board’s expectations, despite the continuing challenges of world market conditions. A COMPELLING TRANSACTION The reasons for WSP and GENIVAR’s merger were compelling. Responding to the trend towards consolidation in our sector, we brought together two successful and ambitious companies with complementary strategies, positioning for diversified global growth and delivering to a wide range of sectors with worldwide skills but minimal geographic or client overlap. This transaction led to the creation of a global consultancy with a workforce of approximately 15,000 employees, with offices on every continent. Leveraging our increased access to global clients and international projects and a higher level of market recognition and penetration, we can now compete with the largest companies in our sector. In this ever-changing world and in an increasingly consolidated market, we are much stronger together than we would be individually. In our combined form, we can capitalize on the global landscape and the different sectors we work across while sharing and presenting the best skills and experience and delivering best practices, not only technically but also commercially. This will help us to meet our clients’ changing requirements. It will also enhance our ability to bid on and deliver large international projects and to match the profiles of our growing list of global clients. We recognize that our underlying strength is in the performance of our regional businesses, delivering services locally and engaging the global reach of the enlarged Company when appropriate. Our management team continues to focus on organic growth and improved efficiency while seeking wider international opportunities that are now available to the Company. The rationale for the merger was underpinned by the very positive response from management and staff, who are clearly excited by their career prospects and by the increased range of services and geographical coverage we can offer to clients. I am indebted to Pierre Shoiry and Alexandre L’Heureux for their hard work, drive and vision in helping me to carry out the transaction and to foster continued integration and synergies aimed at creating shareholder value. MY ROLE AS EXECUTIVE CHAIRMAN I take immense pride in having led WSP for many years. As Executive Chairman, I will continue to be actively involved in WSP and GENIVAR’s development. GENIVAR’s current Board, which has served the Company well for so long, must now evolve to address the Company’s new needs, ambitions and activities, both locally and internationally. Accordingly, we will be appointing new directors with relevant and complementary profiles, looking in particular to bring in international and human capital expertise and to introduce female board members. COMBINING OUR FUTURES OUR COMBINING 10 11 It is vital that we recognize and celebrate our people’s different cultures with a view to sharing the same values and vision across the expanded Company. I will continue to oversee the development of the Board, to ensure that it remains aligned with the Company’s goals and continues to provide an environment that promotes balanced challenge and counsel to the Company’s senior executives and leaders, both operationally and strategically. I will also ensure that there is continued vigilance, attendance and, where necessary, reinforcement of our committees to ensure that we uphold the highest standards in all aspects of regulatory compliance. In addition, we are committed to rigorously maintaining the highest ethical standards in all aspects of our operations. As stated in the past, we do not tolerate any improper business practices and are committed to ethical business conduct in all that we do. At this point, it is appropriate for me to thank my predecessor, Richard Bélanger, for his valued contributions and chairmanship over the past 2 years. I am very pleased that Richard will remain on the Board as our leading independent director, thereby bringing us the benefits of his counsel and support. MANAGEMENT AND STRATEGIC SUPPORT Drawing on my knowledge of the industry and its international dynamics gained during my many years leading WSP, I am pleased to be able to provide guidance to the Executive Management team, comprised of Rikard Appelgren, Paul Dollin, Alexandre L’Heureux and Marc Rivard, under the leadership of Pierre Shoiry, and also to the broader leadership team. There are many aspects to integrating two major professional services consulting companies. An initial focus of the Executive Management team has been the alignment of essential Company functions such as finance, tax, information technology and communications. This work is already well advanced. At the same time, we are moving forward with our cost and revenue synergies agenda, together with the equally important issue of cultural integration and communications. It is vital that we recognize and celebrate our people’s different cultures with a view to sharing the same values and vision across the expanded Company. Our objective is to learn from each other’s 2012 ANNUAL REPORT ANNUAL 2012 strengths across the combined entity while mitigating risk. The Executive Management team has also devoted much effort to developing our 2013-2015 strategic plan, which will provide the Board and all stakeholders with information on our strategic direction, priorities and performance expectations.