UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2025

Commission File Number 000-29716

 

 

CGI INC.

(Translation of registrant’s name into English)

 

 

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

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

☐ Form 20-F  ☒ Form 40-F


INCORPORATION BY REFERENCE

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



SIGNATURES

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

 

     CGI INC.
    (Registrant)
Date: January 29, 2025   By:  

 /s/ Benoit Dubé

     Name:   Benoit Dubé
     Title:   Executive Vice-President,
      Legal and Economic Affairs, and
      Corporate Secretary

Exhibit 99.1

 

LOGO


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

January 29, 2025

BASIS OF PRESENTATION

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

Throughout this document, CGI Inc. is referred to as “CGI”, “we”, “us”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the interim condensed consolidated financial statements and the notes thereto for the three months ended December 31, 2024 and 2023. CGI’s accounting policies are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). All dollar amounts are in Canadian dollars unless otherwise noted.

During the three months ended December 31, 2024, the Company combined previously reported Acquisition-related and integration costs and Cost optimization program into one operating expenses line called Restructuring, integration and acquisition-related costs. Comparative figures were combined to align with the new presentation.

MATERIALITY OF DISCLOSURES

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

FORWARD-LOOKING STATEMENTS

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

 

© 2025 CGI Inc.    Page  1


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

 

© 2025 CGI Inc.    Page  2


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

KEY PERFORMANCE MEASURES

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

The table below summarizes our most relevant key performance measures:

 

Growth  

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

 

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

 

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

 

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

 

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

 

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

 

 

© 2025 CGI Inc.    Page  3


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

Profitability  

Restructuring, integration and acquisition-related costs restructuring costs mainly include costs related to termination of employment and vacated leased premises under specific initiatives. Integration costs are mainly comprised of expenses due to redundancy of employment and contractual agreements, cancellation of acquired leased premises and costs related to the integration towards the CGI operating model. Acquisition-related costs mainly include third-party professional fees incurred to close acquisitions.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

© 2025 CGI Inc.    Page  4


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

   

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

 

Adjusted income tax expense (non-GAAP) – is defined as our income tax expense before the tax expense related to restructuring, integration and acquisition-related costs. Management believes its use of this measure allows for better comparability from period-to-period of its income tax expense on its operations, and is useful for investors for the same reason. A reconciliation of the adjusted income tax expense to its closest IFRS Accounting Standards measure can be found in section 3.8.3. of the present document.

 

Adjusted effective tax rate (non-GAAP) – is obtained by dividing our income tax expense by earnings before income taxes, before restructuring, integration and acquisition-related costs. Management believes its use of this measure allows for better comparability from period-to-period of its effective tax rate on its operations, and is useful for investors for the same reason. A reconciliation of the adjusted effective tax rate to its closest IFRS Accounting Standards measure can be found in section 3.8.3. of the present document.

 

Liquidity  

Cash provided by operating activities – is a measure of cash generated from managing our day-to-day business operations. Management believes strong operating cash flow is indicative of financial flexibility, allowing us to execute the Company’s Build and Buy profitable growth strategy.

 

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

 

Days sales outstanding (DSO) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by our most recent quarter’s revenue over 90 days. Management tracks this metric closely to ensure timely collection and healthy liquidity. Management believes that this measure is useful for investors as it demonstrates the Company’s ability to timely convert its trade receivables and work in progress into cash.

 

 

© 2025 CGI Inc.    Page  5


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

Capital Structure  

Net debt (non-GAAP) – is obtained by subtracting from our debt and lease liabilities, our cash and cash equivalents, short-term investments, long-term investments and adjusting for fair value of foreign currency derivative financial instruments related to debt. Management believes its use of the net debt metric to monitor the Company’s financial leverage is useful for investors as it provides insight into its financial strength. A reconciliation of net debt to its closest IFRS Accounting Standards measure can be found in section 4.5. of the present document.

 

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

 

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

 

 

© 2025 CGI Inc.    Page  6


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

REPORTING SEGMENTS

Effective October 1, 2024, the Company realigned its management structure, resulting in the reorganization of its operating segments. The former operating segments of Scandinavia and Central Europe (Germany, Sweden, and Norway) and Northwest and Central-East Europe (primarily Netherlands, Denmark, and Czech Republic) were reorganized into Scandinavia, Northwest, and Central-East Europe operating segment (primarily Sweden, Netherlands, Norway, Denmark, and Czech Republic), and Germany operating segment. As a result, the Company is managed through the following nine operating segments: Western and Southern Europe (primarily France, Portugal and Spain); United States (U.S.) Commercial and State Government; U.S. Federal; Canada; Scandinavia, Northwest and Central-East Europe (primarily Sweden, Netherlands, Norway, Denmark and Czech Republic); United Kingdom (U.K.) and Australia; Germany; Finland, Poland and Baltics; and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

The Company has restated the segmented information for the comparative period to conform to the new segmented information structure.

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

 

© 2025 CGI Inc.    Page  7


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

MD&A OBJECTIVES AND CONTENTS

In this document, we:

 

   

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

 

   

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

 

   

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

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

 

 

Section

 

 

Contents

 

 

Pages 

 

   

1.   Corporate

  1.1.   About CGI   10
   

     Overview

  1.2.   Vision and Strategy   11
   
    1.3.   Competitive Environment   12
   

 

2.   Highlights and

  2.1.   Selected Quarterly Information and Key Performance Measures   13

 

     Key Performance

  2.2.   Stock Performance   14

     Measures

  2.3.   Investment in Subsidiaries   16
   

3.   Financial Review

  3.1.   Bookings and Book-to-Bill Ratio   17
   
    3.2.   Foreign Exchange   18
   
    3.3.   Revenue Distribution   19
   
    3.4.   Revenue by Segment   20
   
    3.5.   Operating Expenses   23
   
    3.6.   Earnings Before Income Taxes   24
   
    3.7.   Adjusted EBIT by Segment   25
   
    3.8.   Net Earnings and Earnings Per Share   27
   

4.   Liquidity

  4.1.   Interim Condensed Consolidated Statements of Cash Flows   29
   
    4.2.   Capital Resources   32
   
    4.3.   Contractual Obligations   32
   
    4.4.   Financial Instruments and Hedging Transactions   32
   
    4.5.   Selected Measures of Capital Resources and Liquidity   33
   
    4.6.   Guarantees   34
   
    4.7.   Capability to Deliver Results   34

 

© 2025 CGI Inc.    Page  8


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

 

Section

 

 

Contents

 

 

Pages 

 

   

5.   Changes in

 

     Accounting

 

     Policies

  A summary of accounting standards adopted and future accounting standard changes.   35
   

6.   Critical

 

     Accounting

 

     Estimates

  A discussion of the critical accounting estimates made in the preparation of the interim condensed consolidated financial statements.   36
   

7.   Integrity of

 

     Disclosure

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

 

  39

 

   

8.   Risk Environment 

  8.1.   Risks and Uncertainties   41
   
    8.2.   Legal Proceedings   54

 

© 2025 CGI Inc.    Page  9


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

1.

Corporate Overview

1.1. ABOUT CGI

Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading IT and business consulting services firm with approximately 91,000 consultants and professionals worldwide. We use the power of technology to help clients accelerate their holistic digital transformation.

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

End-to-end services and solutions

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

 

  i.

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

 

  ii.

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

 

  iii.

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

Deep industry and technology expertise

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

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

 

© 2025 CGI Inc.    Page  10


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

Helping clients leverage technology to its fullest

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

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

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

 

   

Strategic alignment and business agility: Digital leaders have highly agile business models to address digitization and are better at aligning and integrating business and IT operations to support and execute strategy.

 

   

Digitization: They have mature strategies to leverage data and digitization to achieve business model resilience, are less challenged by legacy systems, and extend their digitization strategy to their external ecosystem.

 

   

Data, automation and AI: They adopt a holistic data strategy for the enterprise and ecosystem and have a higher rate of being in progress with or having implemented both traditional and generative AI.

 

   

Data privacy and protection: They produce greater results from their data privacy and protection strategy, which also extends to their external ecosystem. Their cybersecurity programs are highly mature in terms of connected assets.

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

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

Quality processes

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

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

1.2. VISION AND STRATEGY

CGI is unique compared to most companies, as our vision is based on a dream: “To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of.” This dream has motivated us since our founding in 1976 and drives our vision: “To be a global, world-class end-to-end IT and business consulting services leader helping our clients succeed.” For further details, see section 1.2. of CGI’s MD&A for the years ended September 30, 2024 and 2023, which is available on CGI’s website at www.cgi.com and which was filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

 

© 2025 CGI Inc.    Page  11


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

1.3. COMPETITIVE ENVIRONMENT

There have been no significant changes to our competitive environment since the end of Fiscal 2024. For further details, please refer to section 1.3. of CGI’s MD&A for the years ended September 30, 2024 and 2023 which is available on CGI’s website at www.cgi.com and which was filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

 

© 2025 CGI Inc.    Page  12


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

2.

Highlights and Key Performance Measures

2.1. SELECTED QUARTERLY INFORMATION & KEY PERFORMANCE MEASURES

 

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

In millions of CAD unless otherwise noted

                  
                 

Growth

                  
                 

Revenue

     3,785.2       3,660.4       3,672.0       3,740.8       3,603.0       3,507.3       3,623.4       3,715.3  
                 

Year-over-year revenue growth

     5.1%       4.4%       1.3%       0.7%       4.4%       8.0%       11.2%       13.7%  
                 

Constant currency revenue growth

     2.7%       2.0%       0.2%       0.0%       1.5%       2.2%       6.3%       11.4%  
                 

Backlog1

     29,765       28,724       27,563       26,823       26,573       26,059       25,633       25,241  
                 

Bookings

     4,156       3,823       4,280       3,754       4,187       3,996       4,388       3,839  
                 

Book-to-bill ratio

     109.8%       104.4%       116.6%       100.4%       116.2%       113.9%       121.1%       103.3%  
                 

Book-to-bill ratio trailing twelve months

     107.8%       109.3%       111.7%       112.8%       113.6%       113.7%       113.3%       109.1%  
                 

Profitability

                  
                 

Earnings before income taxes

     591.7       592.4       594.0       577.4       527.1       557.9       559.0       564.5  
                 

Earnings before income taxes margin

     15.6%       16.2%       16.2%       15.4%       14.6%       15.9%       15.4%       15.2%  
                 

Adjusted EBIT2

     611.7       600.2       602.8       628.5       584.2       573.0       584.8       600.8  
                 

Adjusted EBIT margin

     16.2%       16.4%       16.4%       16.8%       16.2%       16.3%       16.1%       16.2%  
                 

Net earnings

     438.6       435.9       440.1       426.9       389.8       414.5       415.0       419.4  
                 

Net earnings margin

     11.6%       11.9%       12.0%       11.4%       10.8%       11.8%       11.5%       11.3%  
                 

Diluted EPS (in dollars)

     1.92       1.91       1.91       1.83       1.67       1.76       1.75       1.76  
                 

Adjusted net earnings2

     449.0       439.1       440.2       459.4       427.2       421.2       425.7       435.0  
                 

Adjusted net earnings margin

     11.9%       12.0%       12.0%       12.3%       11.9%       12.0%       11.7%       11.7%  
                 

Adjusted diluted EPS (in dollars)2

     1.97       1.92       1.91       1.97       1.83       1.79       1.80       1.82  
                 

Liquidity

                  
                 

Cash provided by operating activities

     646.4       629.1       496.7       502.0       577.2       628.7       409.1       469.1  
                 

As a percentage of revenue

     17.1%       17.2%       13.5%       13.4%       16.0%       17.9%       11.3%       12.6%  
                 

Days sales outstanding

     38       41       42       40       41       44       44       41  
                 

Capital structure

                  
                 

Long-term debt and lease liabilities3

     3,400.2       3,308.4       3,045.6       3,028.9       3,001.1       3,742.3       3,765.9       3,852.7  
                 

Net debt2

     1,569.8       1,819.8       1,854.0       1,730.5       1,843.7       2,134.6       2,279.6       2,529.0  
                 

Net debt to capitalization ratio

     13.7%       16.2%       17.2%       16.4%       17.6%       20.4%       21.7%       24.0%  
                 

Return on invested capital

     16.2%       16.0%       16.1%       15.9%       15.9%       16.0%       15.7%       15.6%  
                 

Balance sheet

                  
                 

Cash and cash equivalents, and short-term investments

     1,803.0       1,464.4       1,158.7       1,273.0       1,141.0       1,575.6       1,471.9       1,285.5  
                 

Total assets

     17,924.0       16,685.5       15,793.9       15,737.4       15,513.5       15,799.5       16,080.1       16,101.7  
                 

Long-term financial liabilities4

     3,252.1       3,176.9       2,389.5       2,363.1       2,319.4       2,386.2       2,885.2       2,946.1  

 

1

Approximately $11.5 billion of our backlog as at December 31, 2024 is expected to be converted into revenue within the next twelve months, $10.1 billion within one to three years, $3.4 billion within three to five years and $4.8 billion in more than five years.

 

2 

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

 

3

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

 

4

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

 

© 2025 CGI Inc.    Page  13


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

2.2. STOCK PERFORMANCE

 

LOGO

2.2.1. Q1 2025 Trading Summary

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

 

TSX

     (CAD)        NYSE      (USD)  

Open:

     155.42        Open:      115.00  

High:

     162.63        High:      116.43  

Low:

     148.11        Low:      105.55  

Close:

     157.28        Close:      109.32  

CDN average daily trading volumes1:

     530,795        NYSE average daily trading volumes:      146,605  

 

1 

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

 

© 2025 CGI Inc.    Page  14


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

2.2.2. Normal Course Issuer Bid (NCIB)

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

During the three months ended December 31, 2024, the Company purchased for cancellation 927,599 Class A Shares under its current NCIB for a total cash consideration of $143.2 million, at a weighted average price of $154.32. As at December 31, 2024, 23,999 Class A Shares purchased for cancellation remain unpaid for $3.8 million and the Company could purchase up to 13,876,230 Class A Shares for cancellation under its current NCIB.

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. As a result, the Company recorded $2.1 million of accrued liabilities and paid $13.6 million in the quarter related to Class A Shares repurchased net of the exercise of stock options.

On January 28, 2025, the Company’s Board of Directors authorized, subject to regulatory approval from the TSX, the renewal of its NCIB, which allows for the purchase for cancellation of up to 20,196,413 Class A Shares representing 10% of the Company’s public float as of the close of business on January 23, 2025. Class A Shares may be purchased for cancellation under the NCIB commencing on February 6, 2025 until no later than February 5, 2026, or on such earlier date when the Company has either acquired the maximum number of Class A Shares allowable under the NCIB or elects to terminate the bid.

2.2.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at January 24, 2025:

 

   

Capital Stock and Options Outstanding

 

  

 

As at January 24, 2025

 

 
 

Class A subordinate voting shares

     202,610,821  
 

Class B shares (multiple voting)

     24,122,758  
 

Options to purchase Class A subordinate voting shares

     3,590,754  

2.2.4. Dividends

During the three months ended December 31, 2024, the Company declared and paid a quarterly cash dividend for holders of Class A Shares and Class B shares (multiple voting) of $0.15 per share and representing $34.1 million (nil for the three months ended December 31, 2023).

On January 28, 2025, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A Shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on March 21, 2025 to shareholders of record as of the close of business on February 14, 2025.

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

 

© 2025 CGI Inc.    Page  15


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

2.3. INVESTMENT IN SUBSIDIARIES

On December 13, 2024, the Company acquired Daugherty Systems, Inc. (Daugherty), a professional services firm specializing in artificial intelligence, data analytics, strategic IT consulting, and business advisory services, based in the U.S. and headquartered in St. Louis, Missouri, for a total purchase price of $347.0 million, of which $49.0 million was paid during the three months ended December 31, 2024, $282.4 million was paid in January 2025 and $15.6 million remains payable. The acquisition is reported under the U.S. Commercial and State Government operating segment. The acquisition added approximately 1,100 professionals to the Company.

 

© 2025 CGI Inc.    Page  16


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.

Financial Review

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the quarter ended December 31, 2024, were $4.2 billion representing a book-to-bill ratio of 109.8%. The breakdown of the new bookings signed during the quarter is as follows:

 

LOGO

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

 

  In thousands of CAD except for percentages   

 

   Bookings for the
three months ended

December 31, 2024

    

 

Bookings for the
trailing twelve
months ended
December 31, 2024

    

 

 Book-to-bill ratio  for
the trailing twelve
months ended
December 31, 2024

 
       

Total CGI

     4,155,700        16,013,073        107.8%  
       

U.S. Commercial and State Government

     902,485        2,532,196        97.4%  
       

Canada

     703,650        2,360,808        105.1%  
       

Western and Southern Europe

     676,660        2,788,408        109.5%  
       

Scandinavia, Northwest and Central-East Europe

     589,866        1,689,682        101.2%  
       

U.K. and Australia

     423,682        2,048,901        112.0%  
       

U.S. Federal

     357,232        2,263,232        108.2%  
       

Finland, Poland and Baltics

     253,475        940,076        102.1%  
       

Germany

     248,650        1,389,770        146.0%  

 

© 2025 CGI Inc.    Page  17


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.2. FOREIGN EXCHANGE

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

 Closing foreign exchange rates

 

   
As at December 31,      2024         2023        Change   
       

U.S. dollar

       1.4403           1.3204         9.1 %  
       

Euro

       1.4908           1.4606             2.1 %  
       

Indian rupee

            0.0168              0.0159         5.7 %  
       

British pound

       1.8033           1.6825         7.2 %  
       

Swedish krona

       0.1301           0.1314         (1.0 %)  

 

 Average foreign exchange rates

 

            
   
For the three months ended December 31,      2024         2023        Change   
       

U.S. dollar

       1.3987           1.3620         2.7 %  
       

Euro

           1.4918           1.4650            1.8 %  
       

Indian rupee

       0.0166           0.0164         1.2 %  
       

British pound

       1.7922           1.6903         6.0 %  
       

Swedish krona

       0.1298             0.1278         1.6 %  

 

© 2025 CGI Inc.    Page  18


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.3. REVENUE DISTRIBUTION

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

 

LOGO

3.3.1. Client Concentration

IFRS Accounting Standards guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 14.9% of our revenue for Q1 2025 as compared to 13.3% for Q1 2024.

 

© 2025 CGI Inc.    Page  19


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.4. REVENUE BY SEGMENT

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

The following table provides a summary of the year-over-year changes in our revenue, in total and by segment before eliminations, separately showing the impacts of foreign currency exchange rate variations between Q1 2025 and Q1 2024. The Q1 2025 revenues by segment were recorded reflecting the actual foreign exchange rates for the respective period. The foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted with the prior year’s foreign exchange rates.

 

   
For the three months ended December 31,           Change
  

 

 2024  

    

 

 2023  

    

 

 $  

  

 

 %  

 

In thousands of CAD except for percentages

 

       

Total CGI revenue

     3,785,245        3,602,970         182,275        5.1
         

Constant currency revenue growth

     2.7%                             
         

Foreign currency impact

     2.4%                             
       

Variation over previous period

     5.1%                 
         

Western and Southern Europe

                                   
         

Revenue prior to foreign currency impact

     639,743        653,055         (13,312      (2.0 %) 
         

Foreign currency impact

     12,778                             
       

Western and Southern Europe revenue

     652,521        653,055         (534 )       (0.1 %) 
         

U.S. Commercial and State Government

                                   
         

Revenue prior to foreign currency impact

     562,952        558,992         3,960        0.7
         

Foreign currency impact

     15,281                             
       

U.S. Commercial and State Government revenue

     578,233        558,992         19,241        3.4
         

U.S. Federal

                                   
         

Revenue prior to foreign currency impact

     550,993        483,238         67,755        14.0
         

Foreign currency impact

     15,047                             
       

U.S. Federal revenue

     566,040        483,238         82,802        17.1
         

Canada

                                   
         

Revenue prior to foreign currency impact

     528,553        499,204         29,349        5.9
         

Foreign currency impact

     93                             
       

Canada revenue

     528,646        499,204         29,442        5.9
         

Scandinavia, Northwest and Central-East Europe

                                   
         

Revenue prior to foreign currency impact

     401,935        404,196         (2,261      (0.6 %) 
         

Foreign currency impact

     5,855                             
       

Scandinavia, Northwest and Central-East Europe revenue

     407,790        404,196         3,594        0.9
         

U.K. and Australia

                                   
         

Revenue prior to foreign currency impact

         383,356             371,317             12,039             3.2
         

Foreign currency impact

     22,830                             
       

U.K. and Australia revenue

     406,186        371,317         34,869        9.4
         

Germany

                                   
         

Revenue prior to foreign currency impact

     210,131        222,548         (12,417      (5.6 %) 
         

Foreign currency impact

     3,841                           
       

Germany revenue 

     213,972        222,548         (8,576      (3.9 %) 

 

© 2025 CGI Inc.    Page  20


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

   
For the three months ended December 31,           Change
  

 

 2024  

   

 

 2023  

    

 

 $  

  

 

 %  

         

In thousands of CAD except for percentages

                                  
         

Finland, Poland and Baltics

                                  
         

Revenue prior to foreign currency impact

     219,627       218,888         739        0.3
         

Foreign currency impact

     4,435                            
       

Finland, Poland and Baltics revenue

     224,062       218,888         5,174        2.4
         
Asia Pacific                                   
         

Revenue prior to foreign currency impact

         245,548           233,310              12,238             5.2
         

Foreign currency impact

     3,169                            
       

Asia Pacific revenue

     248,717       233,310         15,407        6.6
                                  
       

Eliminations

     (40,922     (41,778      856        (2.0 %) 

For the three months ended December 31, 2024, revenue was $3,785.2 million, an increase of $182.3 million or 5.1% over the same period last year. On a constant currency basis, revenue increased by $97.8 million or 2.7%. The increase in revenue was mainly due to recent business acquisitions, one more available day to bill in most segments and organic growth within the government and financial services vertical markets. This was partially offset by lower demand within the MRD and communication and utilities vertical markets.

3.4.1. Western and Southern Europe

Revenue in the Western and Southern Europe segment was $652.5 million in Q1 2025, a decrease of $0.5 million or 0.1% over the same period last year. On a constant currency basis, revenue decreased by $13.3 million or 2.0%. The change in revenue was mainly due to lower demand within the MRD vertical market and in business consulting services, mainly within the financial services vertical market.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $379 million for the three months ended December 31, 2024.

3.4.2. U.S. Commercial and State Government

Revenue in the U.S. Commercial and State Government segment was $578.2 million in Q1 2025, an increase of $19.2 million or 3.4% over the same period last year. On a constant currency basis, revenue increased by $4.0 million or 0.7%. The increase in revenue was mainly due to a recent business acquisition, one more available day to bill and organic growth in the government vertical market, including higher IP-based revenue. This was partially offset by the increased use of our Asia Pacific offshore delivery centers for client work.

On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were government and financial services, generating combined revenues of approximately $381 million for the three months ended December 31, 2024.

3.4.3. U.S. Federal

Revenue in the U.S. Federal segment was $566.0 million in Q1 2025, an increase of $82.8 million or 17.1% over the same period last year. On a constant currency basis, revenue increased by $67.8 million or 14.0%. The increase in revenue was mainly due to a recent business acquisition and one more available day to bill.

For the three months ended December 31, 2024, $529.2 million of revenues within the U.S. Federal segment were federal civilian based.

3.4.4. Canada

Revenue in the Canada segment was $528.6 million in Q1 2025, an increase of $29.4 million or 5.9% over the same period last year. On a constant currency basis, revenue increased by $29.3 million or 5.9%. The increase in revenue was primarily due to organic growth within the financial services vertical market, including higher IP-based revenue, a recent business

 

© 2025 CGI Inc.    Page  21


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

acquisition, as well as one more available day to bill. This was partially offset by lower demand within the communications and utilities and MRD vertical markets.

On a client geographic basis, the top two Canada vertical markets were financial services and government, generating combined revenues of approximately $381 million for the three months ended December 31, 2024.

3.4.5. Scandinavia, Northwest and Central-East Europe

Revenue in the Scandinavia, Northwest and Central-East Europe segment was $407.8 million in Q1 2025, an increase of $3.6 million or 0.9% over the same period last year. On a constant currency basis, revenue decreased by $2.3 million or 0.6%. The change in revenue was mainly due to a favourable contract settlement and a project related equipment sale, both in the prior year. This was partially offset by organic growth within the financial services vertical market.

On a client geographic basis, the top two Scandinavia, Northwest and Central-East Europe vertical markets were MRD and government, generating combined revenues of approximately $272 million for the three months ended December 31, 2024.

3.4.6. U.K. and Australia

Revenue in the U.K. and Australia segment was $406.2 million in Q1 2025, an increase of $34.9 million or 9.4% over the same period last year. On a constant currency basis, revenue increased by $12.0 million or 3.2%. The increase in revenue was mainly due to organic growth within the government vertical market, including higher IP-based revenue, as well as one more available day to bill.

On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and utilities, generating combined revenues of approximately $350 million for the three months ended December 31, 2024.

3.4.7. Germany

Revenue in the Germany segment was $214.0 million in Q1 2025, a decrease of $8.6 million or 3.9% over the same period last year. On a constant currency basis, revenue decreased by $12.4 million or 5.6%. The change in revenue was mainly due to lower demand within the MRD, financial services and government vertical markets. This was partially offset by one more available day to bill.

On a client geographic basis, the top two Germany vertical markets were government and MRD, generating combined revenues of approximately $163 million for the three months ended December 31, 2024.

3.4.8. Finland, Poland and Baltics

Revenue in the Finland, Poland and Baltics segment was $224.1 million in Q1 2025, an increase of $5.2 million or 2.4% over the same period last year. On a constant currency basis, revenue increased by $0.7 million or 0.3%. The increase in revenue was mainly due to organic growth within most vertical markets partially offset by the successful completion of projects in the financial services vertical market.

On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were financial services and government, generating combined revenues of approximately $134 million for the three months ended December 31, 2024.

3.4.9. Asia Pacific

Revenue in the Asia Pacific segment was $248.7 million in Q1 2025, an increase of $15.4 million or 6.6% over the same period last year. On a constant currency basis, revenue increased by $12.2 million or 5.2%. The increase in revenue was mainly due to the continued demand for our offshore delivery centers as well as one more available day to bill.

 

© 2025 CGI Inc.    Page  22


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.5. OPERATING EXPENSES

 

 For the three months ended December  31,                    Change
   2024     % of   
  revenue   
  2023       % of   
  revenue   
       $           %    
             

In thousands of CAD except for percentages

                                                   
             

Costs of services, selling and administrative

     3,174,150        83.9     3,019,115        83.8     155,035        0.1
             

Foreign exchange gain

     (627          (378          (249     

3.5.1. Costs of Services, Selling and Administrative

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

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

For the three months ended December 31, 2024, costs of services, selling and administrative expenses amounted to $3,174.2 million, an increase of $155.0 million when compared to the same period last year. As a percentage of revenue, costs of services, selling and administrative expenses increased to 83.9% from 83.8%.

As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to the temporary dilutive impact of recent business acquisitions, lower billable utilization within Western and Southern Europe and Germany segments as well as favourable contract settlements in the prior year. This was partially offset by one more available day to bill in most segments.

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

During the three months ended December 31, 2024, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavourably impacted costs by $68.1 million, which was offset by the favourable translation impact of $84.5 million on our revenue.

3.5.2. Foreign Exchange Gain

During the three months ended December 31, 2024, CGI incurred $0.6 million of foreign exchange gain, mainly driven by the timing of payments combined with the volatility of foreign exchange rates. The Company, in addition to its natural hedges, uses derivatives as a strategy to manage its exposure, to the extent possible.

 

© 2025 CGI Inc.    Page  23


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.6. EARNINGS BEFORE INCOME TAXES

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

 

 

 For the three months ended December 31,

     2024        

% of   

 revenue  

 

 

     2023        

% of

revenue

 

 

         

In thousands of CAD except for percentage

                       
         

Earnings before income taxes

     591,746        15.6      527,135        14.6
         

Plus the following items:

                                   
         

  Restructuring, integration and acquisition-related costs

     13,364        0.4      49,840        1.4
         

    European Restructuring

     8,300        0.2            
         

    Cost Optimization Program

                 47,662        1.3
         

    Integration and acquisition-related costs

     5,064        0.1      2,178        0.1
         

  Net finance costs

     6,612        0.2      7,258        0.2
 

Adjusted EBIT

        611,722        16.2         584,233        16.2

3.6.1. Restructuring, Integration and Acquisition-Related Costs

During the three months ended December 31, 2024, the Company announced a restructuring program with targeted actions in Europe, mainly in Germany, to realign its cost structure with current market conditions. In the quarter $8.3 million was expensed and the Company plans to incur approximately $42 million of additional expenses by the end of the third quarter of Fiscal 2025 related to this program.

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

As at March 31, 2024, the Company completed its Cost Optimization Program for a total cost of $100.0 million, of which $47.7 million was expensed during the quarter ended December 31, 2023. These amounts included costs for terminations of employment of $31.2 million and costs of vacating leased premises of $16.5 million.

During the three months ended December 31, 2024, the Company incurred $5.1 million of integration and acquisition-related costs. The integration costs were related to costs of vacating leased premises of $1.2 million, costs of rationalizing the redundancy of employment of $1.0 million, and other integration costs towards the CGI operating model of $1.4 million. The acquisition-related costs were $1.5 million.

During the three months ended December 31, 2023, the Company incurred $2.2 million of integration costs. These costs were related to costs of vacating leased premises of $0.8 million, costs of rationalizing the redundancy of employment of $0.2 million, and other integration costs towards the CGI operating model of $1.1 million.

3.6.2. Net Finance Costs

Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the three months ended December 31, 2024, the net finance costs decreased by $0.6 million, mainly driven by a reduction of interest on lease liabilities and interest costs on defined benefits pension plans.

 

© 2025 CGI Inc.    Page  24


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.7. ADJUSTED EBIT BY SEGMENT

 

 For the three months ended December 31,

           Change  
      2024           2023             $            %    

In thousands of CAD except for percentages

                                   
         

Western and Southern Europe

     84,029        86,670        (2,641)        (3.0%)  

As a percentage of segment revenue

     12.9%        13.3%                    
         

U.S. Commercial and State Government

     78,001        70,377        7,624           10.8%  

As a percentage of segment revenue

     13.5%        12.6%                    
         

U.S. Federal

     73,233        69,938        3,295        4.7%  

As a percentage of segment revenue

     12.9%        14.5%                    
         

Canada

     127,231        120,099        7,132        5.9%  

As a percentage of segment revenue

     24.1%        24.1%                    
         

Scandinavia, Northwest and Central-East Europe

     46,931        46,785        146        0.3%  

As a percentage of segment revenue

     11.5%        11.6%                    
         

U.K. and Australia

     66,956        62,591         4,365        7.0%  

As a percentage of segment revenue

     16.5%        16.9%                    
         

Germany

     25,439        24,888        551        2.2%  

As a percentage of segment revenue

     11.9%        11.2%                    
         

Finland, Poland and Baltics

     29,091        27,025        2,066        7.6%  

As a percentage of segment revenue

     13.0%        12.3%                    
         

Asia Pacific

     80,811        75,860        4,951        6.5%  

As a percentage of segment revenue

     32.5%        32.5%                    
         

Adjusted EBIT

     611,722        584,233        27,489        4.7%  
         

Adjusted EBIT margin

     16.2%        16.2%                    

For the three months ended December 31, 2024, adjusted EBIT was $611.7 million, an increase of $27.5 million when compared to Q1 2024. Adjusted EBIT margin was stable at 16.2%. This was mainly due to savings generated from the Cost Optimization Program, one more available day to bill in most segments and lower performance based compensation. This was offset by the temporary dilutive impact of recent business acquisitions, lower billable utilization within Western and Southern Europe and Germany segments as well as favourable contract settlements in the prior year.

3.7.1. Western and Southern Europe

For the three months ended December 31, 2024, adjusted EBIT in the Western and Southern Europe segment was $84.0 million, a decrease of $2.6 million when compared to Q1 2024. Adjusted EBIT margin decreased to 12.9% from 13.3% in Q1 2024. The change in adjusted EBIT margin was mainly due to lower billable utilization and lower R&D tax credits. This was partially offset by lower performance based compensation accruals and savings generated from the Cost Optimization Program.

3.7.2. U.S. Commercial and State Government

For the three months ended December 31, 2024, adjusted EBIT in the U.S. Commercial and State Government segment was $78.0 million, an increase of $7.6 million when compared to Q1 2024. Adjusted EBIT margin increased to 13.5% from 12.6% in Q1 2024. The increase in adjusted EBIT margin was mainly due to higher billable utilization and savings generated from the Cost Optimization Program. This was partially offset by the temporary dilutive impact of a recent business acquisition.

 

© 2025 CGI Inc.    Page  25


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.7.3. U.S. Federal

For the three months ended December 31, 2024, adjusted EBIT in the U.S. Federal segment was $73.2 million, an increase of $3.3 million when compared to Q1 2024. Adjusted EBIT margin decreased to 12.9% from 14.5% in Q1 2024. The change in adjusted EBIT margin was mainly due to the temporary dilutive impact of a recent business acquisition, partially offset by savings generated from the Cost Optimization Program.

3.7.4. Canada

For the three months ended December 31, 2024, adjusted EBIT in the Canada segment was $127.2 million, an increase of $7.1 million when compared to Q1 2024. Adjusted EBIT margin remained stable at 24.1%. This was mainly due to higher billable utilization within the financial services vertical market and savings generated from the Cost Optimization Program. This was offset by the temporary dilutive impact of a recent business acquisition and by lower billable utilization within the communication and utilities vertical market.

3.7.5. Scandinavia, Northwest and Central-East Europe

For the three months ended December 31, 2024, adjusted EBIT in the Scandinavia, Northwest and Central-East Europe segment was $46.9 million, an increase of $0.1 million when compared to Q1 2024. Adjusted EBIT margin decreased to 11.5% from 11.6% in Q1 2024. The change in adjusted EBIT was mainly due to a favourable contract settlement in the prior year partially offset by savings generated from the Cost Optimization Program.

3.7.6. U.K. and Australia

For the three months ended December 31, 2024, adjusted EBIT in the U.K. and Australia segment was $67.0 million, an increase of $4.4 million when compared to Q1 2024. Adjusted EBIT margin decreased to 16.5% from 16.9% in Q1 2024. The change in adjusted EBIT margin was primarily due to a favourable impact from a settlement with a supplier in the prior year. This was partially offset by one more available day to bill and savings generated from the Cost Optimization Program.

3.7.7. Germany

For the three months ended December 31, 2024, adjusted EBIT in the Germany segment was $25.4 million, an increase of $0.6 million when compared to Q1 2024. Adjusted EBIT margin increased to 11.9% from 11.2% in Q1 2024. The increase in adjusted EBIT margin was mainly due to the successful completion of a project, one more available day to bill and savings generated from the Cost Optimization Program partially offset by lower billable utilization.

3.7.8. Finland, Poland and Baltics

For the three months ended December 31, 2024, adjusted EBIT in the Finland, Poland and Baltics segment was $29.1 million, an increase of $2.1 million when compared to Q1 2024. Adjusted EBIT margin increased to 13.0% from 12.3% in Q1 2024. The increase in adjusted EBIT margin was mainly due to profitable growth within most vertical markets and savings generated from the Cost Optimization Program. This was partially offset by the successful completion of projects in the financial services vertical market.

3.7.9. Asia Pacific

For the three months ended December 31, 2024, adjusted EBIT in the Asia Pacific segment was $80.8 million, an increase of $5.0 million when compared to Q1 2024. Adjusted EBIT margin remained stable at 32.5%.

 

© 2025 CGI Inc.    Page  26


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.8. NET EARNINGS AND EARNINGS PER SHARE

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

 

 
        

Change

 

 

 For the three months ended December 31,

 

 

  

2024

 

 

2023

 

 

$  

 

 

%  

 

         

In thousands of CAD except for percentage and shares data

                                
         

Earnings before income taxes

     591,746       527,135       64,611       12.3%  
         

Income tax expense

     153,166       137,339       15,827       11.5%  
         
    Effective tax rate      25.9%       26.1%                  
         

Net earnings

     438,580       389,796       48,784       12.5%  
         

Net earnings margin

     11.6%       10.8%                  
         

Weighted average number of shares outstanding

                                
         

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

     225,191,270       230,298,674       (5,107,404)       (2.2%)  
         

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

     228,241,476        233,897,282        (5,655,806)       (2.4%)  
         

Earnings per share (in dollars)

                                
         

Basic

     1.95       1.69       0.26        15.4%   
         

Diluted

     1.92       1.67       0.25       15.0%  

3.8.1. Income Tax Expense

For the three months ended December 31, 2024, income tax expense was $153.2 million compared to $137.3 million last year and our effective tax rate decreased to 25.9% from 26.1% last year. Our adjusted effective tax rate decreased to 25.8% from 26.0%. In both cases, the decrease is mainly explained by the change in profitability mix in certain geographies.

The table in section 3.8.3. shows the year-over-year comparison of the tax rate with the impact of restructuring, integration and acquisition-related costs removed.

Based on the enacted rates at the end of Q1 2025 and our current profitability mix, we expect our adjusted effective tax rate to be in the range of 25.5% to 26.5% in subsequent periods.

3.8.2. Weighted Average Number of Shares Outstanding

For Q1 2025, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Q1 2024 due to the impact of the purchase for cancellation of Class A Shares, partially offset by the exercise of stock options. The table in section 3.8.3. shows the year-over-year comparison of the weighted average number of shares outstanding. See note 5 of our interim condensed consolidated financial statements for additional information.

 

© 2025 CGI Inc.    Page  27


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

3.8.3. Adjusted Net Earnings and Earnings per Share

Below is a table showing the year-over-year comparison excluding restructuring, integration and acquisition-related costs.

 

   
                    Change  
   

 For the three months ended December 31,

 

  

2024

 

    

2023

 

    

$  

 

    

%  

 

 
         
In thousands of CAD except for percentages and shares data                                    
         

Earnings before income taxes

     591,746        527,135        64,611        12.3%  
         

Add back:

                                   
         

Restructuring, integration and acquisition-related costs

     13,364        49,840        (36,476)        (73.2%)  
         

Adjusted earnings before income taxes

     605,110        576,975        28,135        4.9%  
         

Income tax expense

     153,166        137,339        15,827        11.5%  
         

Effective tax rate

     25.9%        26.1%                    
       

Add back:

                 
         

Tax deduction on restructuring, integration and acquisition-related costs

     2,952        12,403        (9,451)        (76.2%)  
         

Impact on effective tax rate

     (0.1%)        (0.1%)                    
         

Adjusted income tax expense

     156,118        149,742        6,376        4.3%  
         

Adjusted effective tax rate

     25.8%        26.0%                    
         

Adjusted net earnings

     448,992        427,233        21,759        5.1%  
         

Adjusted net earnings margin

     11.9%        11.9%                    
         

Weighted average number of shares outstanding

                                   
         

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

     225,191,270        230,298,674        (5,107,404)        (2.2%)  
         

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

     228,241,476        233,897,282        (5,655,806)        (2.4%)  
         

Adjusted earnings per share (in dollars)

                                   
         

Basic

     1.99        1.86        0.13        7.0%  
         

Diluted

     1.97        1.83        0.14        7.7%  

 

© 2025 CGI Inc.    Page  28


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.

Liquidity

4.1. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

As at December 31, 2024, cash and cash equivalents were $1,801.3 million. Cash included in funds held for clients was $667.9 million. The following table provides a summary of the generation and use of cash and cash equivalents for the three months ended December 31, 2024 and 2023.

 

       
 For the three months ended December 31,    2024         2023         Change     
       

In thousands of CAD

                          
       

Cash provided by operating activities

     646,423        577,172        69,251  
       

Cash used in investing activities

     (114,370)        (148,833)        34,463  
       

Cash provided by (used in) financing activities

     182,232        (745,896)        928,128  
       

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

     60,102        (12,732)        72,834  
       
Net increase (decrease) in cash, cash equivalents and cash included in funds held for clients      774,387        (330,289)        1,104,676  

 

4.1.1. Cash Provided by Operating Activities

 

For the three months ended December 31, 2024, cash provided by operating activities was $646.4 million or 17.1% of revenue compared to $577.2 million or 16.0% of revenue for the same period last year.

 

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

 

 

 

 

 For the three months ended December 31,    2024         2023         Change     
       

In thousands of CAD

                          
       

Net earnings

     438,580        389,796        48,784  
       

Amortization, depreciation and impairment

     141,518        133,206        8,312  
       

Deferred income tax expense (recovery)

     2,994        (14,068)        17,062  
       

Other adjustments1

       15,746          14,503          1,243  
       
Cash flow from operating activities before net change in non-cash working capital items and others      598,838        523,437        75,401  
       

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

                          
       

Accounts receivable, work in progress and deferred revenue

     127,006        24,801        102,205  
       

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

     (129,043)        903        (129,946)  
       

Income taxes

     22,237        11,386        10,851  
       

Others2

       27,385          16,645          10,740  
       

Net change in non-cash working capital items and others

     47,585        53,735        (6,150)  
       

Cash provided by operating activities

     646,423        577,172        69,251  

 

1

Comprised of foreign exchange gain, share-based payment costs and loss on sale of property, plant and equipment and on lease terminations.

2

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

The increase of $69.3 million from our cash provided by operating activities was mostly due to earnings before amortization, depreciation and impairment, by the timing of tax instalment payments and client collections. This was partially offset by the timing of supplier payments.

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

 

© 2025 CGI Inc.    Page  29


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.1.2. Cash Used in Investing Activities

For the three months ended December 31, 2024, $114.4 million were used in investing activities while $148.8 million were used over the same period last year.

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

 

       
 For the three months ended December 31,    2024         2023         Change     
       

In thousands of CAD

                          
       

Business acquisitions (net of cash acquired)

     (30,041)        (49,391)        19,350  
       

Loan receivable

     1,358        1,782        (424)  
       

Purchase of property, plant and equipment

     (25,998)        (28,496)        2,498  
       

Proceeds from sale of property, plant and equipment

     1,295               1,295  
       

Additions to contract costs

          (22,253)             (21,921)        (332)  
       

Additions to intangible assets

     (34,913)        (34,956)        43  
       

Net change in short-term and long-term investments

     (3,818)        (15,851)               12,033  
       

Cash used in investing activities

     (114,370)        (148,833)        34,463  

The decrease of $34.5 million in cash used in investing activities during the three months ended December 31, 2024 was mainly due to lower payments related to business acquisitions as well as the net impact of proceeds and purchases of our funds held for clients’ investments.

 

© 2025 CGI Inc.    Page  30


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.1.3. Cash Provided by (Used in) Financing Activities

For the three months ended December 31, 2024, $182.2 million were provided by financing activities while $745.9 million were used over the same period last year.

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

 

       
 For the three months ended December 31,    2024         2023         Change     
       

In thousands of CAD

          
       
Repayment of long-term debt             (673,263)        673,263  
       
Settlement of derivative financial instruments             18,087        (18,087)  
       
Payment of lease liabilities      (41,618)        (32,950)        (8,668)  
       
Purchase for cancellation of Class A subordinate voting shares and related tax      (152,949)        (126,136)        (26,813)  
       
Issuance of Class A subordinate voting shares      16,284        26,831             (10,547)  
       
Purchase of Class A subordinate voting shares held in trusts      (13,323)             (66,847)        53,524  
       
Withholding taxes remitted on the net settlement of performance share units           (30,159)        (12,210)        (17,949)  
       
Cash dividends paid      (34,133)               (34,133)  
       
Net change in clients’ funds obligations      438,130        120,592        317,538  
       
Cash provided by (used in) financing activities      182,232        (745,896)        928,128  

The change of $928.1 million in cash provided by (used in) financing activities during the three months ended December 31, 2024 was mainly driven by the scheduled repayment in full in December 2023 of the unsecured committed term loan credit facility in the amount of $670.4 million (US$500.0 million), and by the net change in clients’ funds obligations.

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

For the three months ended December 31, 2024, the effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients had a favourable impact of $60.1 million. This amount had no effect on net earnings as it was recorded in other comprehensive income.

 

© 2025 CGI Inc.    Page  31


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.2. CAPITAL RESOURCES

 

   

As at December 31, 2024

      Available   
   

In thousands of CAD

    
   

Cash and cash equivalents

     1,801,250  
   

Short-term investments

     1,790  
   

Long-term investments

     27,353  
   

Unsecured committed revolving credit facility1

     1,496,134  
   

Total2

          3,326,527  

 

1 

As at December 31, 2024, letters of credit in the amount of $3.9 million were outstanding against the $1.5 billion unsecured committed revolving credit facility.

 

2

Excludes cash, term deposits and long-term bonds included in funds held for clients for $226.9 million, $50.0 million and $667.9 million, respectively.

As at December 31, 2024, cash and cash equivalents and investments represented $1,830.4 million.

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

As at December 31, 2024, the aggregate amount of the capital resources available to the Company was $3,326.5 million.

As at December 31, 2024, the Company was in compliance with all of its restrictive covenants contained in its senior unsecured notes and its restrictive covenants and ratios contained in its unsecured committed revolving credit facility.

As at December 31, 2024, CGI was showing a positive working capital (total current assets minus total current liabilities) of $1,329.6 million. The Company also had $1,496.1 million available under its unsecured committed revolving credit facility and is generating a significant level of cash, which CGI’s management currently considers will allow the Company to fund its operations while maintaining adequate levels of liquidity.

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

4.3. CONTRACTUAL OBLIGATIONS

We are committed under the terms of contractual obligations which have various expiration dates, primarily related to long-term debt and the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements. There have been no material changes to these obligations since September 30, 2024.

4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

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

 

© 2025 CGI Inc.    Page  32


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.5. SELECTED MEASURES OF CAPITAL RESOURCES AND LIQUIDITY

 

   
For the three months ended December 31,      2024           2023     
     

In thousands of CAD except for percentages

             
     

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

                 
     

Long-term debt and lease liabilities1

     3,400,237         3,001,052   
     

Minus the following items:

                 
     

Cash and cash equivalents

     1,801,250         1,132,661   
     

Short-term investments

     1,790         8,387   
     

Long-term investments

     27,353         17,225   
     

Fair value of foreign currency derivative financial instruments related to debt

     —         (872)   
     

Net debt

     1,569,844        1,843,651   
     

Net debt to capitalization ratio

     13.7%        17.6%  
     

Return on invested capital

     16.2%        15.9%  
     

Days sales outstanding

     38         41   

 

1 

As at December 31, 2024, long-term debt and lease liabilities were $2,777.5 million ($2,377.1 million as at December 31, 2023) and $622.7 million ($624.0 million as at December 31, 2023), respectively, including their current portions.

During the last twelve months, our long-term debt and lease liabilities increased by $399.2 million mainly driven by the issuance of senior unsecured notes for an amount of $747.1 million and a foreign exchange impact of $132.8 million. This was partially offset by the scheduled repayment of the senior unsecured notes for an amount of $475.8 million (US$350.0 million).

We use the net debt to capitalization ratio as an indication of our financial leverage in order to realize our Build and Buy profitable growth strategy (see section 1.2. of CGI’s MD&A for the years ended September 30, 2024 and 2023 for additional information on our Build and Buy profitable growth strategy). The net debt to capitalization ratio decreased to 13.7% in Q1 2025 from 17.6% in Q1 2024 mostly due to our cash generation, partially offset by the repurchase of shares and business acquisitions during the last four quarters.

ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital ratio increased to 16.2% in Q1 2025 from 15.9% in Q1 2024. The increase in ROIC was mainly the result of higher net earnings excluding net finance costs after-tax over the last four quarters.

DSO decreased to 38 days at the end of Q1 2025 when compared to 41 days in Q1 2024. The decrease was mainly due to improved collections.

 

© 2025 CGI Inc.    Page  33


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

4.6. GUARANTEES

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

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

While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date or survival period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of guarantee or indemnification as at December 31, 2024. The Company does not expect to incur any potential payment in connection with these guarantees that could have a material adverse effect on its interim condensed consolidated financial statements.

In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once we are awarded the bid. We would also be liable for the performance bonds in the event of a default in the performance of our obligations. As at December 31, 2024, we had committed a total of $48.3 million for these bonds. To the best of our knowledge, we complied with our performance obligations under all service contracts for which there was a bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.

4.7. CAPABILITY TO DELIVER RESULTS

CGI’s management believes that the Company has sufficient capital resources to support ongoing business operations and execute our Build and Buy profitable growth strategy. Our principal and most accretive uses of cash are: to invest in our business (procuring new large managed IT and business process services contracts and developing business and IP solutions); to pursue accretive acquisitions; to purchase for cancellation Class A Shares and pay down debt. In terms of financing, we are well positioned to continue executing our four-pillar growth strategy in Fiscal 2025.

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

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

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

 

© 2025 CGI Inc.    Page  34


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

5.

Changes in Accounting Policies

The interim condensed consolidated financial statements for the three months ended December 31, 2024 and 2023 include all adjustments that CGI’s management considers necessary for the fair presentation of its financial position, results of operations, and cash flows.

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2024:

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

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

Supplier finance arrangements - Amendments to IAS 7 and IFRS 7

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

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

ACCOUNTING STANDARD CLARIFICATIONS

International Financial Reporting Interpretations Committee (“IFRIC”) Agenda Decision on Segment Reporting

In 2024, the IFRS Interpretations Committee issued an agenda decision clarifying disclosure requirements for reportable segments under IFRS 8 Operating Segments. The decision emphasizes the need to disclose certain specified items if these are included in the measure of segment profit or loss reviewed by the Chief Operating Decision Maker (CODM) or are otherwise regularly provided to the CODM, even if not included in that measure of segment profit or loss. The Company is currently reviewing these clarifications to determine whether modifications to its segment reporting are necessary.

FUTURE ACCOUNTING STANDARD CHANGES

There have been no significant updates to future accounting standard changes applicable or consequential to the Company since those disclosed in the annual consolidated financial statements for the year ended September 30, 2024.

 

© 2025 CGI Inc.    Page  35


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

6.

Critical Accounting Estimates

The Company’s significant accounting policies are described in note 3 of the audited consolidated financial statements for the years ended September 30, 2024 and 2023. Certain of these accounting policies, listed below, require management to make accounting estimates and judgements that affect the reported amounts of assets, liabilities and equity and the accompanying disclosures at the date of the interim condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. These accounting estimates are considered critical because they require management to make subjective and/or complex judgements that are inherently uncertain and because they could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

 

Areas impacted by estimates  

 

 Consolidated 

 balance 

 sheets 

  Consolidated statements of earnings
             
           Revenue    Cost of 
services, 
selling and 
administrative 
 

 Amortization 
and

depreciation

   Net finance 
costs
 

  Income  

 taxes 

             
Revenue recognition1                  
             

Goodwill impairment

                   
             

Right-of-use assets and lease liabilities

                 
             

Business combinations

             
             

Income taxes

                   
             

Litigation and claims

                 

 

1

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

Revenue recognition

Relative stand-alone selling price

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

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

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

 

© 2025 CGI Inc.    Page  36


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

Goodwill impairment

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

The recoverable amount of each operating segment has been determined based on its value in use calculation, which includes estimates about their future financial performance based on cash flows approved by management. However, factors such as our ability to continue developing and expanding services offered to address emerging business demands and technology trends, a lengthened sales cycle and our ability to hire and retain qualified IT professionals affect future cash flows, and actual results might differ from future cash flows used in the goodwill impairment test. Key assumptions used in goodwill impairment testing are presented in note 12 of the audited consolidated financial statements for the years ended September 30, 2024 and 2023. Historically, the Company has not recorded an impairment charge on goodwill.

Right-of-use assets

Estimates of the lease term

The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease. Management uses judgement to determine the appropriate lease term based on the conditions of each lease. Lease extension or termination options are only considered in the lease term if it is reasonably certain of being exercised. Factors evaluated include value of leasehold improvements required and any potential incentive to take the option.

Discount rate for leases

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

 

  –

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

 

  –

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

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

Business combinations

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

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

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

 

© 2025 CGI Inc.    Page  37


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

Income taxes

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available for their utilization. The Company considers the analysis of forecast and future tax planning strategies. Estimates of taxable profit are reviewed each reporting period and updated, based on the forecast by jurisdiction on an undiscounted basis. Due to the uncertainty and the variability of the factors mentioned above, deferred tax assets are subject to change. Management reviews its assumptions on a quarterly basis and adjusts the deferred tax assets when appropriate.

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

Litigation and claims

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

 

© 2025 CGI Inc.    Page  38


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

7.

Integrity of Disclosure

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

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

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

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

For the quarter ended December 31, 2024, there was no change in the Company’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect the Company’s internal controls over financial reporting.

The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of each of Aeyon LLC (Aeyon), the control of which was acquired on September 13, 2024, and Daugherty, the control of which was acquired on December 13, 2024. The scope limitation is in accordance with section 3.3(1)(b) of National Instrument 52-109, which allows an issuer to limit the design of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies, and procedures of a business that the issuer acquired not more than 365 days before the end of the financial period in question. Aeyon and Daugherty’s aggregated results since the

 

© 2025 CGI Inc.    Page  39


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

acquisition represented approximately 2.0% of the revenue for the quarter ended December 31, 2024 and constituted approximately 5.5% of total assets as at December 31, 2024.

 

© 2025 CGI Inc.    Page  40


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

8.

Risk Environment

8.1. RISKS AND UNCERTAINTIES

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

8.1.1. External Risks

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

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

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

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

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

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

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

 

© 2025 CGI Inc.    Page  41


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

8.1.2. Risks Related to our Industry

The markets in which we operate are highly competitive.

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

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

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

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

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

We may infringe on the intellectual property rights of others.

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

We may be unable to protect our intellectual property rights.

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

We face risks associated with benchmarking provisions within certain contracts.

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

8.1.3. Risks Related to our Business

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

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

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

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

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

 

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Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

 

© 2025 CGI Inc.    Page  50


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

 

© 2025 CGI Inc.    Page  51


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

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

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

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

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

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

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

 

© 2025 CGI Inc.    Page  52


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

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

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

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

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

We may be adversely affected by interest rate fluctuations.

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

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

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

 

© 2025 CGI Inc.    Page  53


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

We may be adversely affected by currency fluctuations.

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

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

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

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

8.2. LEGAL PROCEEDINGS

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

 

© 2025 CGI Inc.    Page  54


Management’s Discussion and Analysis    For the three months ended December 31, 2024 and 2023

 

 

 

 

LOGO

Transfer Agent

Computershare Investor Services Inc.

+1(800) 564-6253

Investor Relations

Kevin Linder

Senior Vice-President, Investor Relations

Telephone: +1(905) 973-8363

kevin.linder@cgi.com

1350 René-Lévesque Boulevard West

25th Floor

Montréal, Quebec

H3G 1T4

Canada

cgi.com

 

© 2025 CGI Inc.    Page  55

Exhibit 99.2

 

Interim Condensed Consolidated Financial Statements of

CGI INC.

For the three months ended December 31, 2024 and 2023

(unaudited)

 

 

 


Interim Consolidated Statements of Earnings

For the three months ended December 31

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

 

      Notes      2024      2023  
          $        $  

 Revenue

   10        3,785,245        3,602,970  

 Operating expenses

                        

 Costs of services, selling and administrative

          3,174,150        3,019,115  

 Restructuring, integration and acquisition-related costs

   6        13,364        49,840  

 Net finance costs

   7        6,612        7,258  

 Foreign exchange gain

          (627      (378
              3,193,499        3,075,835  

 Earnings before income taxes

            591,746        527,135  

 Income tax expense

            153,166        137,339  

 Net earnings

            438,580        389,796  

 Earnings per share

                        

 Basic earnings per share

   5c        1.95        1.69  

 Diluted earnings per share

   5c        1.92        1.67  

See Notes to the Interim Condensed Consolidated Financial Statements.

 

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


Interim Consolidated Statement of Comprehensive Income

For the three months ended December 31

(in thousands of Canadian dollars) (unaudited)

 

        2024      2023  
       $        $  

 Net earnings

       438,580        389,796  

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

                   

Net unrealized gains on translating financial statements of foreign operations

       229,342        46,891  

Net (losses) gains on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations

       (75,228      7,634  

Deferred gains of hedging on cross-currency swaps

       2,561        4,583  

Net unrealized gains (losses) on cash flow hedges

       22,023        (10,688

Net unrealized (losses) gains on financial assets at fair value through other comprehensive income

       (383      1,852  

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

       

Net remeasurement losses on defined benefit plans

       (5,871      (1,985

 Other comprehensive income

       172,444        48,287  

 Comprehensive income

       611,024        438,083  

See Notes to the Interim Condensed Consolidated Financial Statements.

 

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


Interim Consolidated Balance Sheet

(in thousands of Canadian dollars) (unaudited)

 

     Notes       

As at

December 31, 2024

 

 

      

As at

September 30, 2024

 

 

          $          $  

 Assets

            

 Current assets

            

Cash and cash equivalents

   9c and 11        1,801,250          1,461,145  

Accounts receivable

          1,462,809          1,398,402  

Work in progress

          1,150,169          1,208,095  

Current financial assets

   11        14,115          8,334  

Prepaid expenses and other current assets

          192,765          211,279  

Income taxes

            7,052          23,271  

 Total current assets before funds held for clients

          4,628,160          4,310,526  

Funds held for clients

            944,833          506,780  

 Total current assets

          5,572,993          4,817,306  

 Property, plant and equipment

          362,150          366,823  

 Right-of-use assets

          472,629          466,115  

 Contract costs

          354,004          344,029  

 Intangible assets

          831,047          718,575  

 Other long-term assets

          100,560          110,440  

 Long-term financial assets

          179,102          149,237  

 Deferred tax assets

          247,434          242,567  

 Goodwill

            9,804,061          9,470,376  
              17,923,980          16,685,468  

 Liabilities

            

 Current liabilities

            

Accounts payable and accrued liabilities

          1,262,141          999,790  

Accrued compensation and employee-related liabilities

          1,139,971          1,165,903  

Deferred revenue

          559,238          536,788  

Income taxes

          153,929          150,300  

Current portion of long-term debt

          977          999  

Current portion of lease liabilities

          149,511          150,252  

Provisions

          27,804          27,471  

Current derivative financial instruments

   11        7,062          13,073  

 Total current liabilities before clients’ funds obligations

          3,300,633          3,044,576  

Clients’ funds obligations

            942,729          504,515  

 Total current liabilities

          4,243,362          3,549,091  

 Long-term debt

          2,776,522          2,687,309  

 Long-term lease liabilities

          473,227          469,843  

 Long-term provisions

          18,240          18,951  

 Other long-term liabilities

          337,847          301,082  

 Long-term derivative financial instruments

   11        2,372          19,704  

 Deferred tax liabilities

          31,096          21,132  

 Retirement benefits obligations

            183,469          190,366  
              8,066,135          7,257,478  

Equity

            

Retained earnings

          7,381,283          7,129,370  

Accumulated other comprehensive income

   4        623,697          451,253  

Capital stock

   5a        1,500,143          1,470,333  

Contributed surplus

            352,722          377,034  
              9,857,845          9,427,990  
              17,923,980          16,685,468  

See Notes to the Interim Condensed Consolidated Financial Statements.

 

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


Interim Consolidated Statements of Changes in Equity

For the three months ended December 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, 2024         7,129,370       451,253        1,470,333       377,034       9,427,990  
 Net earnings         438,580                          438,580  
 Other comprehensive income                     172,444                    172,444  
             
 Comprehensive income         438,580       172,444                    611,024  
 Share-based payment costs                            24,278       24,278  
 Income tax impact associated with share-based payments                            1,176       1,176  
 Exercise of stock options      5a                     19,451       (3,179     16,272  
 Exercise of performance share units      5a        (15,193            31,621       (46,587     (30,159
 Purchase for cancellation of Class A subordinate voting shares and related tax      5a        (137,341            (7,939           (145,280
 Purchase of Class A subordinate voting shares held in trusts      5a                     (13,323           (13,323
 Cash dividends declared      5a        (34,133                        (34,133
             
 Balance as at December 31, 2024               7,381,283       623,697        1,500,143       352,722       9,857,845  
      Notes      Retained
earnings
   

Accumulated
other
comprehensive

income

    

Capital

stock

    Contributed
surplus
   

Total

equity

 
        $       $        $       $       $  
 Balance as at September 30, 2023         6,329,107       158,975        1,477,180       345,032       8,310,294  
 Net earnings         389,796                          389,796  
 Other comprehensive income                     48,287                    48,287  
             
 Comprehensive income         389,796       48,287                    438,083  
 Share-based payment costs                            18,762       18,762  
 Income tax impact associated with share-based payments                            6,066       6,066  
 Exercise of stock options      5a                     32,114       (5,283     26,831  
 Exercise of performance share units      5a        1,089              11,765       (25,064     (12,210
 Purchase for cancellation of Class A subordinate voting shares      5a        (109,816            (7,143           (116,959
 Purchase of Class A subordinate voting shares held in trusts      5a                     (66,847           (66,847
             
 Balance as at December 31, 2023               6,610,176       207,262        1,447,069       339,513       8,604,020  

See Notes to the Interim Condensed Consolidated Financial Statements.

 

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


Interim Consolidated Statements of Cash Flows

For the three months ended December 31

(in thousands of Canadian dollars) (unaudited)

 

      Notes        2024      2023  
              $      $  

 Operating activities

          

 Net earnings

          438,580        389,796  

 Adjustments for:

          

Amortization, depreciation and impairment

          141,518        133,206  

Deferred income tax expense (recovery)

          2,994        (14,068

Foreign exchange gain

          (8,584      (4,259

Share-based payment costs

          24,278        18,762  

Loss on sale of property, plant and equipment and on lease terminations

          52         

 Net change in non-cash working capital items and others

     9a          47,585        53,735  
       

 Cash provided by operating activities

                646,423        577,172  

 Investing activities

          

 Net change in short-term investments

          1,489        (31,055

 Business acquisitions (net of cash acquired)

     8          (30,041      (49,391

 Loan receivable

          1,358        1,782  

 Purchase of property, plant and equipment

          (25,998      (28,496

 Proceeds from sale of property, plant and equipment

          1,295         

 Additions to contract costs

          (22,253      (21,921

 Additions to intangible assets

          (34,913      (34,956

 Purchase of long-term investments

          (16,866       

 Proceeds from sale of long-term investments

          11,559        15,204  
       

 Cash used in investing activities

                (114,370      (148,833

 Financing activities

          

 Repayment of long-term debt

     11                 (673,263

 Settlement of derivative financial instruments

     11                 18,087  

 Payment of lease liabilities

          (41,618      (32,950

 Purchase for cancellation of Class A subordinate voting shares and related tax

     5a          (152,949      (126,136

 Issuance of Class A subordinate voting shares

     5a          16,284        26,831  

 Purchase of Class A subordinate voting shares held in trusts

     5a          (13,323      (66,847

 Withholding taxes remitted on the net settlement of performance share units

     5a          (30,159      (12,210

 Cash dividends paid

     5a          (34,133       

 Net change in clients’ funds obligations

          438,130        120,592  
       

 Cash provided by (used in) financing activities

                182,232        (745,896

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

                60,102        (12,732

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

          774,387        (330,289

 Cash, cash equivalents and cash included in funds held for clients, beginning of period

          1,694,729        1,838,083  
       

 Cash, cash equivalents and cash included in funds held for clients, end of period

                2,469,116        1,507,794  

 Cash composition:

                            

 Cash and cash equivalents

          1,801,250        1,132,661  

 Cash included in funds held for clients

                667,866        375,133  

See Notes to the Interim Condensed Consolidated Financial Statements.

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

1.

Description of business

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

 

2.

Basis of preparation

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). In addition, the interim condensed consolidated financial statements have been prepared in accordance with the accounting policies set out in Note 3, Summary of material accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2024 which were consistently applied to all periods presented, except for the new accounting standard amendments adopted on October 1, 2024, 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, 2024.

During the three months ended December 31, 2024, the Company combined previously reported Acquisition-related and integration costs and Cost optimization program into one operating expenses line called Restructuring, integration and acquisition-related costs. Comparative figures were combined to align with the new presentation with no other impact on the interim condensed consolidated financial statements.

The Company’s interim condensed consolidated financial statements for the three months ended December 31, 2024 and 2023 were authorized for issue by the Board of Directors on January 28, 2025.

 

3.

Accounting policies

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2024:

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

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

Supplier finance arrangements - Amendments to IAS 7 and IFRS 7

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

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

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

3.

Accounting policies (continued)

ACCOUNTING STANDARD CLARIFICATIONS

International Financial Reporting Interpretations Committee (“IFRIC”) Agenda Decision on Segment Reporting

In 2024, the IFRS Interpretations Committee issued an agenda decision clarifying disclosure requirements for reportable segments under IFRS 8 Operating Segments. The decision emphasizes the need to disclose certain specified items if these are included in the measure of segment profit or loss reviewed by the Chief Operating Decision Maker (CODM) or are otherwise regularly provided to the CODM, even if not included in that measure of segment profit or loss. The Company is currently reviewing these clarifications to determine whether modifications to its segment reporting are necessary.

FUTURE ACCOUNTING STANDARD CHANGES

There have been no significant updates to future accounting standard changes applicable or consequential to the Company since those disclosed in the annual consolidated financial statements for the year ended September 30, 2024.

 

4.

Accumulated other comprehensive income

 

    

As at

December 31, 2024

   

As at

September 30, 2024

 
    $       $  

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 $45,746 ($44,210 as at September 30, 2024)

    1,125,601       896,259  

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 $49,092 ($48,921 as at September 30, 2024)

    (464,185     (388,957

Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of $3,298 ($2,907 as at September 30, 2024)

    21,592       19,031  

Net unrealized gains (losses) on cash flow hedges, net of accumulated income tax expense of $6,081 (net of accumulated income tax recovery of $1,421 as at September 30, 2024)

    15,093       (6,930

Net unrealized gains on financial assets at fair value through other comprehensive income, net of accumulated income tax expense of $660 ($707 as at September 30, 2024)

    2,064       2,447  

Items that will not be reclassified subsequently to net earnings:

   

Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $25,883 ($24,817 as at September 30, 2024)

    (76,468     (70,597
     
      623,697       451,253  

For the three months ended December 31, 2024, $2,838,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $940,000, previously recognized in other comprehensive income were reclassified in the consolidated statements of earnings ($5,809,000 and $2,064,000, respectively, were reclassified for the three months ended December 31, 2023).

For the three months ended December 31, 2024, $3,274,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $500,000, were also reclassified in the consolidated statements of earnings ($2,978,000 and $455,000, respectively for the three months ended December 31, 2023).

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

5.

Capital stock, share-based payments and earnings per share

 

a)

Capital stock

 

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

Total

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

As at September 30, 2024

     203,774,163       1,436,680       24,122,758        33,653        227,896,921       1,470,333  

Release of Class A subordinate voting
shares held in trusts

           31,621                           31,621  

Purchased and held in trusts

           (13,323)                           (13,323)  

Issued upon exercise of stock options

     233,682       19,451                     233,682       19,451  

Purchased and cancelled

     (903,600     (7,733)                     (903,600     (7,733)  

Purchased and not cancelled

           (206                         (206
             

As at December 31, 2024

     203,104,245       1,466,490       24,122,758        33,653        227,227,003       1,500,143  

 

i)

Shares held in trusts

During the three months ended December 31, 2024, 296,765 Class A subordinate voting shares held in trust were released (143,523 during the three months ended December 31, 2023) with a recorded value of $31,621,000 ($11,765,000 during the three months ended December 31, 2023) that was removed from contributed surplus.

During the three months ended December 31, 2024, the Company settled the withholding tax obligations on behalf of the employees under the Share Unit Plan for a cash payment of $30,159,000 ($12,210,000 during the three months ended December 31, 2023).

During the three months ended December 31, 2024, the trustees, in accordance with the terms of the Share Unit Plan and Trust Agreements, purchased 84,456 Class A subordinate voting shares of the Company on the open market (463,364 during the three months ended December 31, 2023) for a total cash consideration of $13,323,000 ($66,847,000 during the three months ended December 31, 2023).

As at December 31, 2024, 2,389,047 Class A subordinate voting shares were held in trusts under the Share Unit Plan (2,629,584 as at December 31, 2023 and 2,601,356 as at September 30, 2024).

 

ii)

Exercises of stock options

The carrying value of Class A subordinate voting shares includes $3,179,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the three months ended December 31, 2024 ($5,283,000 during the three months ended December 31, 2023).

 

iii)

Shares purchased and cancelled

On January 28, 2025, the Company’s Board of Directors authorized, subject to regulatory approval from the Toronto Stock Exchange (TSX), the renewal of its Normal Course Issuer Bid (NCIB), which allows for the purchase for cancellation of up to 20,196,413 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares were available for purchase for cancellation commencing on February 6, 2025, until no later than February 5, 2026, 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 December 31, 2024, the Company purchased for cancellation 927,599 Class A subordinate voting shares under its current NCIB for a total cash consideration of $143,150,000 and the excess of the purchase price over the carrying value in the amount of $135,212,000 was charged to retained earnings. Of the purchased Class A subordinate voting shares, 23,999 Class A subordinate voting shares with a carrying value of $206,000 and a purchase value of $3,766,000 were held by the Company and were paid and cancelled subsequent to December 31, 2024.

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

5.

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

 

a)

Capital stock (continued)

 

iii)

Shares purchased and cancelled (continued)

During the three months ended December 31, 2023, the Company purchased for cancellation 874,700 Class A subordinate voting shares under its previous NCIB for a total cash consideration of $116,959,000 and the excess of the purchase price over the carrying value in the amount of $109,816,000 was charged to retained earnings. During the three months ended December 31, 2023, the Company also paid for and cancelled 68,550 Class A subordinate voting shares under its previous NCIB, with a carrying value of $558,000 and for a total cash consideration of $9,177,000, which were purchased but were neither paid nor cancelled as at September 30, 2023.

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. During the three months ended December 31, 2024, the Company recorded $2,129,000 of accrued liabilities related to Class A subordinate voting shares repurchased net of the exercise of stock options, with a corresponding reduction to retained earnings (nil during the three months ended December 31, 2023) and paid $13,565,000 in relation to such liabilities (nil during the three months ended December 31, 2023).

 

iv)

Dividends

During the three months ended December 31, 2024, the Company declared and paid a quarterly cash dividend for holders of Class A subordinate voting shares and Class B shares (multiple voting) of $0.15 per share, for an aggregate amount of $34,133,000 (nil for the three months ended December 31, 2023).

On January 28, 2025, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A subordinate voting shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on March 21, 2025 to shareholders of record as of the close of business on February 14, 2025.

 

b)

Share-based payments

 

i)

Performance share units (PSUs) and Restricted share units (RSUs)

During the three months ended December 31, 2024, 667,657 PSUs were granted, 490,693 were exercised and 352,142 were forfeited. The PSUs granted in the period had a weighted average grant date fair value of $159.41 per unit.

There are currently no outstanding RSUs under the Company’s Share Unit Plan.

 

ii)

Stock options

During the three months ended December 31, 2024, 233,682 stock options were exercised (Note 5a).

 

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2024 and 2023    9


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

5.

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

 

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:

 

      2024              2023  
      

Net

earnings

 

 

    

Weighted average

number of shares

outstanding1

 

 

 

    

Earnings

per share


 

    

Net

earnings

 

 

    

Weighted average

number of shares

outstanding1


 

 

    

Earnings

per share

 

 

       $                 $        $           $  

Basic

     438,580        225,191,270        1.95        389,796        230,298,674        1.69  

Net effect of dilutive stock
options and PSUs2

              3,050,206                          3,598,608           

Diluted

     438,580        228,241,476        1.92        389,796        233,897,282        1.67  

 

1 

During the three months ended December 31, 2024, 927,599 Class A subordinate voting shares purchased for cancellation and 2,389,047 Class A subordinate voting shares held in trust were excluded from the calculation of the weighted average number of shares outstanding as of the date of transaction (874,700 and 2,629,584, respectively during the three months ended December 31, 2023).

 

2

For the three months ended December 31, 2024 and 2023, no stock options were excluded from the calculation of the diluted earnings per share as all stock options were dilutive.

 

6.

Restructuring, integration and acquisition-related costs

 

         Three months ended December 31  
           2024      2023  
       $        $  

European restructuring

       8,300         

Cost optimization program

              47,662  

Integration and acquisition-related costs

       5,064        2,178  
       
           13,364        49,840  

During the three months ended December 31, 2024, the Company announced a restructuring program with targeted actions in Europe, mainly in Germany, to realign its cost structure with current market conditions. The Company recorded costs for terminations of employment of $8,300,000 under this initiative.

During the year ended September 30, 2023, the Company initiated a cost optimization program to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio. As at March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000, of which $47,662,000 was expensed during the three months ended December 31, 2023. These amounts included costs for terminations of employment of $31,153,000 and costs of vacating leased premises of $16,509,000.

During the three months ended December 31, 2024, the Company incurred $5,064,000 of integration and acquisition-related costs. The integration costs were related to costs of vacating leased premises of $1,201,000, costs of rationalizing the redundancy of employment of $1,019,000, and other integration costs towards the CGI operating model of $1,356,000. The acquisition-related costs represented $1,488,000.

During the three months ended December 31, 2023, the Company incurred $2,178,000 of integration costs. These costs were related to costs of vacating leased premises of $798,000, costs of rationalizing the redundancy of employment of $232,000, and other integration costs towards the CGI operating model of $1,148,000.

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

 

7.

Net finance costs

 

     Three months ended December 31  
      2024     2023  
     $       $  

Interest on long-term debt

     14,909       12,748  

Interest on lease liabilities

     7,094       7,389  

Net interest costs on net defined benefit pension plans

     1,621       1,983  

Other finance costs

     86       2,151  

Finance costs

     23,710       24,271  

Finance income

     (17,098     (17,013
     
       6,612       7,258  

 

8.

Investments in subsidiaries

 

a)

Acquisitions and disposals

On December 13, 2024, the Company acquired all of the outstanding equity interests of Daugherty Systems, Inc. (Daugherty), a professional services firm specializing in artificial intelligence, data analytics, strategic IT consulting, and business advisory services, based in the U.S. and headquartered in St. Louis, Missouri, for a total purchase price of $346,973,000. The acquisition is reported under the U.S. Commercial and State Government operating segment.

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

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

 

   
     $  

Accounts receivable

     55,846  

Work in progress

     16,447  

Prepaid expenses and other current assets

     10,038  

Property, plant and equipment

     390  

Right-of-use assets

     15,698  

Intangible assets1

     79,408  

Goodwill2

     213,427  

Current liabilities

     (53,598

Lease liabilities

     (15,698
     321,958  

Cash acquired

     25,015  
   

Net assets acquired

     346,973  
   
          

Consideration paid

     48,991  

Consideration payable3

     297,982  

 

1 

Intangible assets are composed of client relationships.

 

2

The goodwill arising from the acquisition mainly represents the future economic value associated to acquired work force and synergies with the Company’s operations. The goodwill is deductible for tax purposes.

 

3

The Company paid $282,384,000 in January 2025.

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

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

8.

Investments in subsidiaries (continued)

 

a)

Acquisitions and disposals (continued)

Based on the historical financial performance and excluding any financial synergies, for the three months ended December 31, 2024, Daugherty would have contributed approximately $80,000,000 of revenues while the impact on net earnings of the Company would not have been significant had the acquisition date been October 1, 2024. Furthermore, since the date of acquisition, the Daugherty acquisition generated approximately $10,900,000 of revenues and $60,000 of net earnings to the financial results of the Company.

There were no material disposals for the three months ended December 31, 2024.

 

b)

Business acquisitions realized in the prior fiscal year

During the three months ended December 31, 2024, the Company paid $6,065,000 related to an acquisition realized in the prior fiscal year.

 

9.

Supplementary cash flow information

 

a)

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

 

      2024     2023  
     $       $  

Accounts receivable

     7,969       (104,094

Work in progress

     99,135       123,704  

Prepaid expenses and other assets

     32,166       32,248  

Long-term financial assets

     (2,945     (12,964

Accounts payable and accrued liabilities

     (79,999     (626

Accrued compensation and employee-related liabilities

     (69,139     (24,869

Deferred revenue

     19,902       5,191  

Income taxes

     22,237       11,386  

Provisions

     (347     11,761  

Long-term liabilities

     20,442       14,637  

Derivative financial instruments

     (16     (92

Retirement benefits obligations

     (1,820     (2,547
     
       47,585       53,735  

 

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:

 

      2024      2023  
     $        $  

Interest paid

     7,780        18,662  

Interest received

     17,249        22,809  

Income taxes paid

     108,054        125,253  

 

c)

Cash and cash equivalents consisted of unrestricted cash as at December 31, 2024 and September 30, 2024.

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

10.

Segmented information

Effective October 1, 2024, the Company realigned its management structure, resulting in the reorganization of its operating segments. The former operating segments of Scandinavia and Central Europe (Germany, Sweden, and Norway) and Northwest and Central-East Europe (primarily Netherlands, Denmark, and Czech Republic) were reorganized into Scandinavia, Northwest, and Central-East Europe operating segment (primarily Sweden, Netherlands, Norway, Denmark, and Czech Republic), and Germany operating segment. As a result, the Company is managed through the following nine operating segments: Western and Southern Europe (primarily France, Portugal and Spain); United States (U.S.) Commercial and State Government; U.S. Federal; Canada; Scandinavia, Northwest and Central-East Europe (primarily Sweden, Netherlands, Norway, Denmark and Czech Republic); United Kingdom (U.K.) and Australia; Germany; Finland, Poland and Baltics; and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

The operating segments reflect the revised 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. The Company has restated the segmented information for the comparative period to conform to the new segmented information structure.

 

              For the three months ended December 31, 2024  
      Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     U.S.
Federal
     Canada      Scandinavia,
Northwest and
Central-East
Europe
     U.K. and
Australia
     Germany      Finland,
Poland and
Baltics
     Asia
Pacific
     Eliminations     Total  
     $        $        $        $        $        $        $        $        $        $       $  

Segment revenue

     652,521        578,233        566,040        528,646        407,790        406,186        213,972        224,062        248,717        (40,922     3,785,245  
                       

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

     84,029        78,001        73,233        127,231        46,931        66,956        25,439        29,091        80,811        —        611,722  

Restructuring, integration and acquisition-related costs (Note 6)

                                  (13,364

Net finance costs (Note 7)

                                  (6,612
                       

Earnings before income taxes

                                                                                              591,746  

 

1  Total amortization and depreciation of $140,252,000 included in the Western and Southern Europe, U.S. Commercial and State Government, U.S. Federal, Canada, Scandinavia, Northwest and Central-East Europe, U.K. and Australia, Germany, Finland, Poland and Baltics, and Asia Pacific segments is $18,543,000, $25,900,000, $21,115,000, $16,581,000, $20,525,000, $10,448,000, $9,817,000, $9,574,000, and $7,749,000, respectively, for the three months ended December 31, 2024.

   

              For the three months ended December 31, 2023  
      Western
and
Southern
Europe
     U.S.
Commercial
and State
Government
     U.S.
Federal
     Canada     

Scandinavia,
Northwest

and Central-
East Europe

     U.K. and
Australia
     Germany     

Finland,
Poland and

Baltics

     Asia
Pacific
     Eliminations     Total  
     $        $        $        $        $        $        $        $        $        $       $  

Segment revenue

     653,055        558,992        483,238        499,204        404,196        371,317        222,548        218,888        233,310        (41,778     3,602,970  
                       

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

     86,670        70,377        69,938        120,099        46,785        62,591        24,888        27,025        75,860        —        584,233  

Restructuring, integration and acquisition-related costs (Note 6)

                                  (49,840

Net finance costs (Note 7)

                                  (7,258
                       

Earnings before income taxes

                                                                                              527,135  

 

1

Total amortization and depreciation of $129,193,000 included in the Western and Southern Europe, U.S. Commercial and State Government, U.S. Federal, Canada, Scandinavia, Northwest and Central-East Europe, U.K. and Australia, Germany, Finland, Poland and Baltics, and Asia Pacific segments is $18,272,000, $22,107,000,$16,597,000, $14,207,000, $21,205,000, $11,006,000, $9,200,000, $9,655,000, and $6,944,000, respectively, for the three months ended December 31, 2023.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of material accounting policies, of the Company’s consolidated financial statements for the year ended September 30, 2024. Intersegment revenue is priced as if the revenue was from third parties.

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

10.

Segmented information (continued)

GEOGRAPHIC INFORMATION

The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue, for the three months ended December 31:

 

      2024      2023  
     $        $  

Western and Southern Europe

     

 France

     560,322        568,210  

 Portugal

     32,157        30,380  

 Spain

     31,692        28,217  

 Others

     15,854        15,289  
     
     640,025        642,096  

U.S.1

     1,211,767        1,097,288  

Canada

     578,856        544,374  

Scandinavia, Northwest and Central-East Europe

     

Sweden

     172,697        181,851  

Netherlands

     165,832        156,907  

Norway

     27,083        27,384  

Denmark

     23,059        21,888  

Czech Republic

     18,583        21,742  

Others

     17,549        14,725  
     424,803        424,497  

U.K. and Australia

     

U.K.

     437,832        404,412  

Australia

     20,808        18,067  
     458,640        422,479  

Germany

     230,719        237,338  

Finland, Poland and Baltics

     

Finland

     220,950        213,476  

Others

     18,252        17,368  
     239,202        230,844  

Asia Pacific

     

Others

     1,233        4,054  
     
       1,233        4,054  
     
       3,785,245        3,602,970  

 

1 

External revenue included in the U.S Commercial and State Government and U.S. Federal operating segments was $644,075,000 and $567,692,000, respectively, for the three months ended December 31, 2024 ($611,890,000 and $485,398,000, respectively, for the three months ended December 31, 2023).

 

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2024 and 2023    14


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

10.

Segmented information (continued)

 

INFORMATION ABOUT SERVICES

The following table provides revenue information based on services provided by the Company for the three months ended December 31:

 

        2024        2023  
       $          $  

Managed IT and business process services

       2,166,306          1,971,844  

Business and strategic IT consulting and systems integration services

       1,618,939          1,631,126  
         3,785,245          3,602,970  

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $564,957,000 and 14.9% of revenues for the three months ended December 31, 2024 ($480,897,000 and 13.3% for the three months ended December 31, 2023).

 

11.

Financial instruments

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

There were no changes in valuation techniques used for fair value measurements during the three months ended December 31, 2024.

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

 

            As at December 31, 2024        As at September 30, 2024  
      Level      Carrying amount        Fair value        Carrying amount        Fair value  
            $        $        $        $  

2021 U.S. Senior Notes

   Level 2        1,431,653          1,296,962          1,342,758          1,223,120  

2021 CAD Senior Notes

   Level 2        597,396          565,716          597,212          564,768  

2024 CAD Senior Notes

   Level 2        746,372          757,225          746,144          759,375  

Other long-term debt

   Level 2        2,078          1,967          2,194          2,119  
              2,777,499          2,621,870          2,688,308          2,549,382  

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

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

 

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


Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

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

 

11.

Financial instruments (continued)

 

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

 

      Level    As at December 31, 2024      As at September 30, 2024  
        $        $  

 Financial assets

        

 FVTE

        

 Cash and cash equivalents

   Level 2      1,801,250        1,461,145  

 Cash included in funds held for clients

   Level 2      667,866        233,584  

 Deferred compensation plan assets

   Level 1      122,687        112,270  
       
            2,591,803        1,806,999  
       

 Derivative financial instruments designated as
hedging instruments

        

 Current derivative financial instruments included in current financial assets

   Level 2      

 Foreign currency forward contracts

        12,325        5,055  

 Long-term derivative financial instruments

   Level 2      

 Cross-currency swaps

        6,410         

 Foreign currency forward contracts

        14,599        2,644  
       
            33,334        7,699  
       

 FVOCI

        

 Short-term investments included in current financial assets

   Level 2      1,790        3,279  

 Long-term bonds included in funds held for clients

   Level 2      226,967        223,196  

 Long-term investments

   Level 2      27,353        24,209  
       
            256,110        250,684  
       

 Financial liabilities

        

Derivative financial instruments designated as
hedging instruments

        

 Current derivative financial instruments

   Level 2      

 Foreign currency forward contracts

        7,062        13,073  

 Long-term derivative financial instruments

   Level 2      

 Cross-currency swaps

        113        9,500  

 Foreign currency forward contracts

        2,259        10,204  
       
            9,434        32,777  

There have been no transfers between Level 1 and Level 2 during the three months ended December 31, 2024.

 

CGI Inc. – Interim Condensed Consolidated Financial Statements for the three months ended December 31, 2024 and 2023    16

Exhibit 99.3

GLOBAL PRESS RELEASE

 

LOGO

Stock Market Symbols

GIB.A (TSX)

GIB (NYSE)

cgi.com/newsroom

CGI reports first quarter Fiscal 2025 results

Revenue up 5.1% with cash generation of $646 million or 17.1% of revenue1

Q1-F2025 performance highlights

 

 

Revenue of $3.79 billion, up 5.1% year-over-year or 2.7% year-over-year in constant currency1;

 

 

Earnings before income taxes of $591.7 million, up 12.3% year-over-year, for a margin1 of 15.6%;

 

 

Adjusted earnings before interest and taxes1 of $611.7 million, up 4.7% year-over-year, for a margin1 of 16.2%;

 

 

Net earnings of $438.6 million, up 12.5% year-over-year, for a margin1 of 11.6%;

 

 

Adjusted net earnings1,2 of $449.0 million, up 5.1% year-over-year, for a margin1 of 11.9%;

 

 

Diluted EPS of $1.92, up 15.0% year-over-year;

 

 

Adjusted diluted EPS1,2 of $1.97, up 7.7% year-over-year;

 

 

Cash provided by operating activities of $646.4 million, representing 17.1% of revenue1;

 

 

Bookings1 of $4.16 billion, for a book-to-bill ratio1 of 109.8% or 107.8% on a trailing twelve month basis; and

 

 

Backlog1 of $29.76 billion or 2.0x annual revenue.

Note: All figures in Canadian dollars. Q1-F2025 MD&A, interim condensed consolidated financial statements and accompanying notes can be found at cgi.com/investors and have been filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

Montréal, Québec, January 29, 2025 – CGI (TSX : GIB.A) (NYSE : GIB)

Q1-F2025 results

“CGI began fiscal 2025 with positive momentum as our team’s disciplined execution of our plan delivered strong first quarter results, even as some client industries continued to navigate a dynamic business environment,” said François Boulanger, President and Chief Executive Officer. “Our positioning as a trusted advisor for helping clients achieve outcomes from digitization—including through AI—contributed to bookings of over $4.1 billion, or 110% of revenue. The acceleration of our M&A investments continues to expand our client relationships and capabilities to drive stakeholder value this year and for the long-term. Importantly, cash from operations reached a new high of nearly $650 million in the quarter which further strengthens our capacity to fuel our build and buy profitable growth strategy for the future.”

 

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

2 Q1-F2025 adjusted for $10.4 million of restructuring, integration and acquisition-related costs, net of tax; Q1-F2024 adjusted for $37.4 million of restructuring, integration and acquisition-related costs, net of tax.

 

- 1 -


For the first quarter of Fiscal 2025, the Company reported revenue of $3.79 billion, representing a year-over-year growth of 5.1%. When excluding foreign currency variations, revenue grew by 2.7% year-over-year.

Earnings before income taxes were $591.7 million, up 12.3% year-over-year, for a margin of 15.6%, up 100 basis points compared to the same period last year. Adjusted earnings before interest and taxes was $611.7 million, up 4.7% year-over-year, for a margin of 16.2%, stable compared to the same period last year.

Net earnings were $438.6 million, up 12.5% compared with the same period last year, for a margin of 11.6%, up 80 basis points compared to the same period last year. Diluted earnings per share, as a result, were $1.92 compared to $1.67 last year, representing an increase of 15.0%.

Adjusted net earnings1 were $449.0 million, up 5.1% compared with the same period last year, for a margin of 11.9%, stable compared to the same period. On the same basis, diluted earnings per share increased by 7.7% to $1.97, up from $1.83 for the same period last year.

Cash provided by operating activities was $646.4 million, representing 17.1% of revenue. On a trailing twelve month basis, cash provided by operating activities was $2.27 billion, representing 15.3% of revenue.

Bookings were $4.16 billion, representing a book-to-bill ratio of 109.8% and 107.8% on a trailing twelve-month basis. As of December 31, 2024, the Company’s backlog reached $29.76 billion or 2.0x annual revenue.

As of December 31, 2024, the number of CGI consultants and professionals worldwide stood at approximately 91,000.

During the first quarter of Fiscal 2025, the Company invested $83.2 million back into its business, acquired businesses for an investment of $30.0 million net of cash acquired, and invested $143.2 million under its current Normal Course Issuer Bid to purchase and cancel 927,599 of its Class A subordinate voting shares. In addition, CGI returned $34.1 million back to its shareholders through the payment of dividends.

Return on invested capital was 16.2%, up 30 basis points on a year-over-year basis.

As at December 31, 2024, long-term debt and lease liabilities, including both their current and long-term portions, were $3.40 billion, up from $3.00 billion at the same time last year, primarily due to the issuance of new senior unsecured notes for an amount $747.1 million, partially offset by scheduled repayments in full of existing senior unsecured notes for an amount of $475.8 million. As of the same date, net debt stood at $1.57 billion, down from $1.84 billion at the same time last year. The net debt-to-capitalization ratio was 13.7% at the end of December 2024, down 390 basis points when compared to the prior year.

This quarter, the Company initiated targeted actions in Europe, mainly in Germany to realign its cost structure with current market conditions. As such, the Company incurred $8.3 million of costs this quarter and expects to incur another approximately $42 million to finalize these actions by the third quarter of Fiscal 2025.

 

1 Q1-F2025 adjusted for $10.4 million of restructuring, integration and acquisition-related costs, net of tax; Q1-F2024 adjusted for $37.4 million of restructuring, integration and acquisition-related costs, net of tax.

 

- 2 -


       

 

Financial highlights

 

  

Q1-F2025 

 

  

Q1-F2024 

 

  

Change 

 

 
       

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

                          

Revenue

     3,785.2        3,603.0        182.2  

Year-over-year revenue growth

     5.1%        4.4%        70 bps  

Constant currency revenue growth

     2.7%        1.5%        120 bps  

Earnings before income taxes

     591.7        527.1        64.6  

Margin%

     15.6%        14.6%        100 bps  

Adjusted earnings before interest and taxes

     611.7        584.2        27.5  

Margin%

     16.2%        16.2%        0 bps  

Net earnings

     438.6        389.8        48.8  

Margin%

     11.6%        10.8%        80 bps  

Adjusted net earnings1

     449.0        427.2        21.8  

Margin%

     11.9%        11.9%        0 bps  

Diluted EPS

     1.92        1.67        0.25  

Adjusted diluted EPS1

     1.97        1.83        0.14  

Weighted average number of outstanding shares (diluted)

In millions of shares

     228.2        233.9        (5.7)  

Net finance costs

     6.6        7.3        (0.7)  

Cash and cash equivalents

     1,801.3        1,132.7        668.6  

Long-term debt and lease liabilities2

     3,400.2        3,001.1        399.1  

Net debt3

     1,569.8        1,843.7        (273.9)  

Net debt to capitalization ratio3

     13.7%        17.6%        (390 bps)  

Cash provided by operating activities

     646.4        577.2        69.2  

As a percentage of revenue

     17.1%        16.0%        110 bps  

Days sales outstanding (DSO)3

     38        41        (3)  

Purchase for cancellation of Class A subordinate voting shares

     (152.9)        (126.1)        (26.8)  

Return on invested capital (ROIC)3

     16.2%        15.9%        30 bps  

Bookings

     4,156        4,187        (31)  

Backlog

     29,765        26,573        3,192  

To access the financial statements – click here

To access the MD&A – click here

 

1 Q1-F2025 adjusted for $10.4 million of restructuring, integration and acquisition-related costs, net of tax; Q1-F2024 adjusted for $37.4 million of restructuring, integration and acquisition-related costs, net of tax.

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

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

 

- 3 -


Normal Course Issuer Bid

On January 28, 2025, the Company’s Board of Directors authorized the renewal of its Normal Course Issuer Bid, which, subject to approval by the Toronto Stock Exchange, allows for the purchase for cancellation of up to 20,196,413 Class A subordinate voting shares over the next 12 months, representing approximately 10% of the Company’s public float as of the close of business on January 23, 2025. The current program will terminate on February 5, 2025, and repurchases of Class A subordinate voting shares under the renewed program may commence on February 6, 2025. For further information, please refer to the Company’s press release regarding the renewal of its Normal Course Issuer Bid.

Declaration of Dividend

On January 28, 2025, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A subordinate voting shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on March 21, 2025 to shareholders of record as of the close of business on February 14, 2025. The dividend is designated as an ‘eligible dividend’ for Canadian tax purposes.

Q1-F2025 results conference call

Management will host a conference call this morning at 9:00 a.m. (EST) to discuss results. Participants may access the call by dialing +1-800-717-1738 Conference ID: 28413 or via cgi.com/investors. For those unable to participate on the live call, a podcast and copy of the slides will be archived for download at cgi.com/investors. Interested parties may also access a replay of the call by dialing +1-888-660-6264 Passcode: 28413, until February 28, 2025.

Annual General Meeting of Shareholders

This morning the company will hold its Annual General Meeting of Shareholders. The meeting will be held at 11:00 a.m. (EST) via live webcast at https://www.icastpro.ca/q0jsqn (Password: CGI2024).

About CGI

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 91,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI Fiscal 2024 reported revenue is $14.68 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are

 

- 4 -


made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to develop and expand our services to address emerging business demands and technology trends (such as artificial intelligence), to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions, as well as the reputational and financial risks attendant to cybersecurity breaches and other incidents, including through the use of artificial intelligence, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, our ability to declare and pay dividends, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this press release, in CGI’s annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled Risk Environment of CGI’s annual and quarterly MD&A, which is

 

- 5 -


incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI’s annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

For more information:

Investors

Kevin Linder

Senior Vice-President, Investor Relations

kevin.linder@cgi.com

+1 905-973-8363

Media

Andrée-Anne Pelletier, APR, PRP

Manager, Global Media and Public Relations

an.pelletier@cgi.com

+1 438-468-9118

Non-GAAP and other key performance measures

Non-GAAP financial measures and ratios used in this press release: Constant currency revenue growth, adjusted earnings before interest and taxes, adjusted earnings before interest and taxes margin, adjusted net earnings, adjusted net earnings margin, adjusted diluted EPS, net debt, net debt to capitalization ratio, and return on invested capital (ROIC). CGI reports its financial results in accordance with IFRS Accounting Standards. However, management believes that these non-GAAP measures provide useful information to investors regarding the company’s financial condition and results of operations as they provide additional measures of its performance. These measures do not have any standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other issuers and should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS Accounting Standards. Key performance measures used in this press release: cash provided by operating activities as a percentage of revenue, bookings, book-to-bill ratio, backlog, days sales outstanding (DSO), earnings before income taxes margin, and net earnings margin.

Below are reconciliations to the most comparable IFRS Accounting Standards financial measures and ratios, as applicable.

 

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The descriptions of these non-GAAP measures and ratios and other key performance measures can be found on pages 3, 4 and 5 of our Q1-F2025 MD&A which is posted on CGI’s website, and filed with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

Reconciliation between constant currency revenue growth and growth.

 

    

For the three months ended December 31,

 

   2024    2023    $     %  
         

In thousands of CAD except for percentages

                                
         

Total CGI revenue

     3,785,245        3,602,970        182,275        5.1%   
         

Constant currency revenue growth

     2.7%                          
         

Foreign currency impact

     2.4%                          
         

Variation over previous period

     5.1%                          

 

Reconciliation between earnings before income taxes and adjusted earnings before interest and taxes.

 

 

     

For the three months ended December 31,

 

   2024    %     2023    %  
         

In thousands of CAD except for percentage and shares data

                                
         

Earnings before income taxes

     591,746        15.6%        527,135        14.6%   
         

Plus the following items:

                                
         

Restructuring, integration and acqusition-related costs

     13,364       0.4%       49,840       1.4%  
         

European Restructuring

     8,300       0.2%             —%  
         

Cost Optimization Program

           —%       47,662       1.3%  
         

Integration and acquisition-related costs

     5,064       0.1%       2,178       0.1%  
         

Net finance costs

     6,612       0.2%       7,258       0.2%  
         

Adjusted earnings before interest and taxes

      611,722       16.2%       584,233       16.2%  

 

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Adjusted net earnings and diluted EPS

 

    

For the three months ended December 31,

 

   2024     2023     $      %  

In thousands of CAD except for percentage and shares data

                                   
         

Earnings before income taxes

     591,746        527,135        64,611        12.3%  
         

Add back:

                                   
         

Restructuring, integration and acquisition-related costs

     13,364        49,840        (36,476)        (73.2%)  
         

Adjusted earnings before income taxes

     605,110        576,975        28,135        4.9%  
         

Income tax expense

     153,166        137,339        15,827        11.5%  
         

Effective tax rate

     25.9%        26.1%                 (0.2%)  
         

Add back:

                                   
         

Tax deduction on restructuring, integration and acquisition-related costs

     2,952        12,403        (9,451)        (76.2%)  
         

Impact on effective tax rate

     (0.1)%        (0.1%)                    
         

Adjusted income tax expense

     156,118        149,742        6,376        4.3%  
         

Adjusted effective tax rate

     25.8%        26.0%                    
         

Adjusted net earnings

     448,992        427,233        21,759        5.1%  
         

Adjusted net earnings margin

     11.9%        11.9%                    
         

Weighted average number of shares outstanding

                                   
         

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

     225,191,270        230,298,674        (5,107)        (2.2%)  
         

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

     228,241,476        233,897,282        (5,656)        (2.4%)  
         

Adjusted earnings per share (in dollars)

                                   
         

Basic

     1.99        1.86        0.13        7.0%  
         

Diluted

     1.97        1.83        0.14        7.7%  

 

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Reconciliation between long-term debt and lease liabilities and net debt

 

     
As at December 31,    2024        2023   

 

In thousands of CAD except for percentages

 

         
     

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

                 
     

Long-term debt and lease liabilities1

       3,400,237          3,001,052  
     

Minus the following items:

                 
     

Cash and cash equivalents

     1,801,250        1,132,661  
     

Short-term investments

     1,790        8,387  
     

Long-term investments

     27,353        17,225  
     

Fair value of foreign currency derivative financial instruments related to debt

            (872)  
     

Net debt

     1,569,844        1,843,651  
     

Net debt to capitalization ratio

     13.7%        17.6%  
     

Return on invested capital

     16.2%        15.9%  
     

Days sales outstanding

     38        41  

 

1 

As at December 31, 2024, long-term debt and lease liabilities were $2,777.5 million ($2,377.1 million as at December 31, 2023) and $622.7 million ($624.0 million as at December 31, 2023), respectively, including their current portions.

 

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Exhibit 99.4

 

LOGO    GLOBAL PRESS RELEASE

Stock Market Symbols

GIB.A (TSX)

GIB (NYSE)

cgi.com/newsroom

CGI renews its Normal Course Issuer Bid

Montréal, Quebec, January 29, 2025 CGI (TSX: GIB.A) (NYSE: GIB) announced today that its Board of Directors has authorized the renewal of its Normal Course Issuer Bid (“NCIB”), subject to approval by the Toronto Stock Exchange (the “TSX”).

CGI’s management and Board of Directors believe that the purchase for cancellation of the Company’s Class A subordinate voting shares (“Class A Shares”) is a proper use of funds, and the NCIB will provide the flexibility to purchase Class A Shares from time to time as the Company considers it advisable, as part of its efforts to increase shareholder value.

At the close of business on January 23, 2025, there were 202,607,722 Class A Shares outstanding, of which approximately 99.68% were widely held (representing a public float of 201,964,137 Class A Shares as calculated in accordance with the rules of the TSX).

Under the terms of the NCIB, subject to TSX approval, the Company may purchase for cancellation on the open market through the facilities of the TSX and the New York Stock Exchange (the “NYSE”) and through alternative trading systems in Canada, as well as outside the facilities of the TSX pursuant to exemption orders issued by securities regulators, up to 20,196,413 Class A Shares, representing approximately 10% of the Company’s public float as of the close of business on January 23, 2025. The average daily trading volume of the Class A Shares on the TSX for the six-month period ended December 31, 2024 was 324,502 (the “ADTV”). Consequently, and in accordance with the requirements of the TSX, the daily purchase limit under the NCIB on the TSX will be 81,125 Class A Shares, representing 25% of the ADTV. All Class A Shares will be purchased at their market price at the time of acquisition, except for purchases effected outside the facilities of the TSX pursuant to exemption orders issued by securities regulators which will be at a discount to the market price as provided in such exemption orders. All Class A Shares purchased under the NCIB will be cancelled.

Repurchases of Class A Shares under the renewed NCIB may commence on February 6, 2025 and will end on the earlier of February 5, 2026 or the date on which the Company has either acquired the maximum number of Class A Shares allowable under the NCIB or otherwise decided not to make any further purchases for cancellation under it.

Under its current NCIB that commenced on February 6, 2024 and will end on February 5, 2025, the Company received the approval of the TSX to purchase for cancellation up to 20,457,737 Class A Shares. As at January 23, 2025, CGI has repurchased 7,088,507 Class A Shares by means of open market transactions, through the facilities of the TSX, NYSE and through alternative trading systems in Canada, and by way of private

 

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agreements under issuer bid exemption orders issued by securities regulators, at a weighted average price of $145.37 per Class A Share, for a total consideration of $1,030,487,393.

CGI has implemented an automatic share purchase plan with its designated broker in connection with the NCIB in order to allow, if deemed advisable by the Company, for share purchases for cancellation during self-imposed blackout periods.

About CGI

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 91,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI Fiscal 2024 reported revenue is $14.68 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

Forward-looking information and statements

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

 

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

For more information:

Investors

Kevin Linder

Senior Vice-President, Investor Relations

kevin.linder@cgi.com

+1 905-973-8363

Media

Andrée-Anne Pelletier, APR, PRP

Manager, Global Media and Public Relations

an.pelletier@cgi.com

+1 438-468-9118

 

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