Management’s Discussion and Analysis

November 5, 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 audited consolidated financial statements and the notes thereto for the years ended September 30, 2025 and 2024. 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 first quarter of Fiscal 2025, the Company combined the previously reported items Acquisition-related and integration costs and Cost Optimization Program into one operating expenses line called Restructuring, acquisition and related integration costs. Comparative figures were combined to align with the new presentation. See section 3.6.1. for more details.

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, inflation, tariffs and/or trade wars) 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, legal and operational risks inherent in contracting with government clients, 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

 

2 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

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 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 10 - 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.

 

FISCAL 2025 RESULTS — 3

 

 

 

 

 

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. and 5.4. 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. and 5.1. 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.

 

4 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

Profitability		Restructuring, acquisition and related integration costs – restructuring costs mainly include costs related to termination of employment and vacated leased premises under specific initiatives. Acquisition-related costs mainly include third-party professional fees incurred to close acquisitions. 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.
		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, acquisition and related integration 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. and 5.6. 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, acquisition and related integration 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. and 5.6. 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 21 of our audited consolidated financial statements for additional information on earnings per share.
		Adjusted net earnings (non-GAAP) – is a measure of net earnings excluding restructuring, acquisition and related integration 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. and 5.6.1. 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. and 5.6.1. of the present document.

 

FISCAL 2025 RESULTS — 5

 

 

 

 

 

		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, acquisition and related integration 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. and 5.6. of the present document while the adjusted basic and diluted earnings per share can be found in section 3.8.3. and 5.6.1. of the present document.
		Adjusted income tax expense (non-GAAP) – is defined as our income tax expense before the tax expense related to restructuring, acquisition and related integration 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. and 5.6.1. 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, acquisition and related integration 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. and 5.6.1. 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.

 

6 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

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.

 

FISCAL 2025 RESULTS — 7

 

 

 

 

 

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., 3.7., 5.4. and 5.5. of the present document and note 29 of our audited consolidated financial statements for additional information on our operating segments.

 

8 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

MD&A OBJECTIVES AND CONTENTS

In this document, we:

 

•

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

 

•

Provide the context within which the audited 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		13
2.		Highlights and		2.1.		Selected Yearly Information and Key Performance Measures		14
		Key Performance		2.2.		Stock Performance		15
		Measures		2.3.		Investment in Subsidiaries		17
				2.4.		Notes of Issuance		17
3.		Financial Review		3.1.		Bookings and Book-to-Bill Ratio		18
				3.2.		Foreign Exchange		19
				3.3.		Revenue Distribution		20
				3.4.		Revenue by Segment		21
				3.5.		Operating Expenses		24
				3.6.		Earnings Before Income Taxes		25
				3.7.		Adjusted EBIT by Segment		26
				3.8.		Net Earnings and Earnings Per Share		28
4.		Liquidity		4.1.		Consolidated Statements of Cash Flows		30
				4.2.		Capital Resources		34
				4.3.		Contractual Obligations		34
				4.4.		Financial Instruments and Hedging Transactions		34
				4.5.		Selected Measures of Capital Resources and Liquidity		35
				4.6.		Guarantees		36
				4.7.		Capability to Deliver Results		36

 

FISCAL 2025 RESULTS — 9

 

 

 

 

 

Section				Contents				Pages
5.		Fourth Quarter		5.1.		Bookings and Book-to-Bill Ratio		37
		Results		5.2.		Foreign Exchange		38
				5.3.		Revenue Distribution		39
				5.4.		Revenue by Segment		40
				5.5.		Adjusted EBIT by Segment		43
				5.6.		Net Earnings and Earnings Per Share		45
				5.7.		Consolidated Statements of Cash Flows		47
6.		Eight Quarter Summary		A summary of the past eight quarters’ key performance measures and a discussion of the factors that could impact our quarterly results.				49
7.		Changes in Accounting Policies		A summary of accounting standards adopted and future accounting standard changes.				51
8.		Critical Accounting Estimates		A discussion of the critical accounting estimates made in the preparation of the audited consolidated financial statements.				53
9.		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.				56
10.		Risk Environment		10.1.		Risks and Uncertainties		58
				10.2.		Legal Proceedings		72

 

10 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

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 94,000 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, AI and automation, hybrid and cloud management; and business process services. When clients partner with CGI as part of a managed services engagement, they also benefit from CGI DigiOps, our AI-powered service delivery approach that can deliver sustainable double-digit efficiency improvements.

 

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 and detailed industry blueprints. These blueprints map the structures, processes, data flows, and regulatory frameworks across the full industry ecosystem—including supply chains, partner networks, and other interdependencies—delivering actionable insights to help clients drive growth and resilience.

 

FISCAL 2025 RESULTS — 11

 

 

 

 

 

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.

Helping clients leverage technology to its fullest

Macro trends such as changing political, fiscal and regulatory environments, 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, including the responsible use of data, AI, and other emerging technologies, 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, strategically leverage secure cloud-based solutions, 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 data-driven insights 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

 

12 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

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.”

In pursuing our dream and vision, CGI has been highly disciplined throughout its history in executing a Build and Buy profitable growth strategy comprised of four pillars that combine profitable organic growth (Build) and accretive acquisitions (Buy):

 Pillar 1: Win, renew and extend contracts

 Pillar 2: New large managed IT and business process services contracts

These first two pillars relate to driving profitable organic growth through the pursuit of contracts with new and existing clients in our targeted industries. As such, CGI engages with new and existing clients on four levers in our portfolio of end-to-end services and solutions: Business and Strategic IT Consulting, Systems Integration, Managed Services and IP-based services. Successes in these pillars reflect the strength of our end-to-end portfolio of capabilities, the depth of expertise of our consultants in business and IT, client satisfaction in our delivery excellence, and the appreciation of the proximity model by our clients, both existing and potential.

 Pillar 3: Metro market acquisitions

 Pillar 4: Large, transformational acquisitions

The third and fourth pillars focus on growth through accretive acquisitions. The third pillar for metro market acquisitions complements the proximity model and helps to provide a fuller range of end-to-end services. The fourth pillar for large transformational acquisitions helps to further expand our geographic footprint and reach the critical mass required to compete for large managed IT and business process services contracts and broaden our client relationships. Both the third and fourth pillars are supported by three levers. First, is our range of end-to-end services that allow us to consider a broad range of acquisitions. A second lever is CGI’s industry sector mix that helps us mirror the IT spend of each metro market over time. A final lever across pillars three and four focuses on IP-based services firms that offer consulting services and managed services that leverage their solutions.

CGI will continue to be a consolidator in the IT and business consulting services industry by being active across these four pillars.

Executing our strategy

CGI’s strategy is executed through a business model that combines client proximity with an extensive global delivery network to deliver the following benefits:

• Local relationships and accountability: We live and work near our clients to provide a high level of responsiveness, partnership, and innovation, and invest in the economies, digital talent and infrastructure of the countries and metro markets where we operate. Our local consultants and professionals speak our clients’ language, understand their business and industries, and collaborate to meet their goals and advance their business.

• Global reach: Our local presence is complemented by an expansive global delivery network that ensures our clients have 24/7 access to best-fit digital capabilities and resources to meet their end-to-end needs. In addition, clients benefit from our unique combination of industry domain and technology expertise within our global delivery model. We also help clients build and run global capability centers (GCCs) that go beyond cost efficiency to unlock agility, resiliency, and innovation in an AI-first world.

• Committed experts: Two of our key strategic goals are to be our clients’ partner and expert of choice. To achieve this, we invest in developing and recruiting professionals with extensive industry, business and in-demand technology expertise and provide comprehensive learning programs and development initiatives to continuously deepen their knowledge, achieve their career aspirations, and deliver tangible business outcomes for our clients. Individually and collectively, each of our experts embody partnership behaviors in all they do by being consultative and building trusted relationships with each other, our clients, shareholders, and within our communities. In addition, a majority of consultants and professionals are also owners through our Share Purchase Plan, which, combined with the Profit Participation Plan, provide an added level of commitment to the success of our clients.

 

FISCAL 2025 RESULTS — 13

 

 

 

 

 

• Everyday innovation: Our approach to client engagements is to continuously bring forward actionable insights that support clients’ ROI-led digitization priorities. Through our client satisfaction program, we regularly assess the degree to which clients find that CGI introduced applicable innovation to the engagements we deliver for them, including through our ideas, processes, tools and offerings. We also scale innovative solutions co-created with clients through a global governance model.

• Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction assessments has resulted in a consistent track record of on-time and within-budget project delivery. With regular reviews of engagements and transparency at all levels, the Company ensures that client objectives and its own quality objectives are consistently followed at all times. This thorough process enables CGI to generate continuous improvements for all stakeholders by applying corrective measures as soon as they are required.

• ESG strategy: At CGI, our ESG strategy is key to contributing to our strategic goal to be recognized by our stakeholders as an engaged, ethical and responsible corporate citizen within our communities. Our commitments align with the United Nations (UN) Global Compact’s 10 principles and the Science Based Target initiative (SBTi) and we are recognized by leading international indices, including EcoVadis, Carbon Disclosure Project (CDP) and the S&P Global Corporate Sustainability Assessment (CSA). We prioritize partnerships with clients, while also collaborating with educational institutions and local organizations, on three global priorities: people, communities and climate. We demonstrate our commitment to a sustainable world through projects delivered in collaboration with clients and through operating practices, supply chain management, and community service activities.

1.3. COMPETITIVE ENVIRONMENT

As market dynamics and industry trends continue to increase client demand for ROI-led digitization, CGI is well-positioned to serve as a digital partner and expert of choice. We work with clients across the globe to implement digital strategies, roadmaps and solutions that help clients transform the customer/citizen experience, drive the launch of new products and services, and deliver efficiencies and cost savings.

CGI’s competition is comprised of a variety of firms, from local companies providing specialized services and software, government pure-plays to global business consulting and IT services providers. All of these players are competing to deliver some or all of the services we provide.

Many factors distinguish the industry leaders, including the following:

• Depth and breadth of industry and technology expertise;

• Local presence and strength of client relationships;

• Extensive and flexible global delivery network, including onshore, nearshore and offshore options;

• Breadth of digital IP solutions;

• Embedding AI to drive business outcomes across the clients’ transformation journey;

• Total cost of services and value delivered;

• Ability to deliver practical innovation for measurable results; and

• Consistent on-time, within-budget delivery everywhere clients operate.

CGI is one of the leaders in the industry with respect to the combination of these factors. CGI is one of few firms with the scale, reach, and capabilities to meet clients’ enterprise business and technology needs.

 

14 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

2. Highlights and Key Performance Measures

2.1. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES

 

As at and for the years ended September 30,		2025		2024		2023		Change  2025 / 2024		Change  2024 / 2023
In millions of CAD unless otherwise noted
Growth
Revenue		15,912.7		14,676.2		14,296.4		1,236.5		379.8
Year-over-year revenue growth		8.4%		2.7%		11.1%
Constant currency revenue growth		4.6%		0.9%		8.0%
Backlog1		31,451		28,724		26,059		2,727		2,665
Bookings		17,572		16,044		16,259		1,528		(215)
Book-to-bill ratio		110.4%		109.3%		113.7%		1.1%		(4.4%)
Profitability
Earnings before income taxes		2,242.2		2,291.0		2,197.9		(48.8)		93.1
Earnings before income taxes margin		14.1%		15.6%		15.4%		(1.5%)		0.2%
Adjusted EBIT2		2,610.9		2,415.8		2,312.7		195.1		103.1
Adjusted EBIT margin		16.4%		16.5%		16.2%		(0.1%)		0.3%
Net earnings		1,658.3		1,692.7		1,631.2		(34.4)		61.5
Net earnings margin		10.4%		11.5%		11.4%		(1.1%)		0.1%
Diluted EPS (in dollars)		7.35		7.31		6.86		0.04		0.45
Adjusted net earnings2		1,871.5		1,765.9		1,680.0		105.6		85.9
Adjusted net earnings margin		11.8%		12.0%		11.8%		(0.2%)		0.2%
Adjusted diluted EPS (in dollars)2		8.30		7.62		7.07		0.68		0.55
Liquidity
Cash provided by operating activities		2,234.2		2,205.0		2,112.2		29.2		92.8
As a percentage of revenue		14.0%		15.0%		14.8%		(1.0%)		0.2%
Days sales outstanding		45		41		44		4		(3)
Capital structure
Long-term debt and lease liabilities3		4,331.3		3,308.4		3,742.3		1,022.9		(433.9)
Net debt2		3,451.4		1,819.8		2,134.6		1,631.6		(314.8)
Net debt to capitalization ratio		25.1%		16.2%		20.4%		8.9%		(4.2%)
Return on invested capital		13.6%		16.0%		16.0%		(2.4%)		—%
Balance sheet
Cash and cash equivalents, and short-term investments		867.9		1,464.4		1,575.6		(596.5)		(111.2)
Total assets		19,521.8		16,685.5		15,799.5		2,836.3		886.0
Long-term financial liabilities4		3,486.1		3,176.9		2,386.2		309.2		790.7

 

1	Approximately $12.0 billion of our backlog as at September 30, 2025 is expected to be converted into revenue within the next twelve months, $10.5 billion within one to three years, $4.6 billion within three to five years and $4.4 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 year’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.

 

FISCAL 2025 RESULTS — 15

 

 

 

 

 

2.2. STOCK PERFORMANCE

 

 

2.2.1. Fiscal 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.

 

 

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

 

16 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

2.2.2. Normal Course Issuer Bid (NCIB)

On January 28, 2025, 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 20,196,413 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, 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.

During the year ended September 30, 2025, the Company purchased for cancellation 8,861,543 Class A shares under the previous and current NCIB for a total cash consideration of $1,258.5 million, at a weighted average price of $142.01.

As at September 30, 2025, of the 8,861,543 Class A Shares purchased for cancellation, 80,300 Class A Shares remain unpaid for $9.9 million.

As at September 30, 2025, the Company could purchase up to 12,769,469 Class A shares for cancellation under its current NCIB.

2.2.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at October 31, 2025:

 

Capital Stock and Options Outstanding		As at October  31, 2025
Class A subordinate voting shares		195,029,302
Class B shares (multiple voting)		24,122,758
Options to purchase Class A subordinate voting shares		2,897,419

2.2.4. Dividends

During the year ended September 30, 2025, the Company declared and paid quarterly cash dividends for holders of Class A shares and Class B shares (multiple voting) of $0.15 per share representing $135.1 million (nil for the twelve months ended September 30, 2024).

On November 4, 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 $0.17 per share. This dividend is payable on December 19, 2025 to shareholders of record as of the close of business on November 21, 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.

 

FISCAL 2025 RESULTS — 17

 

 

 

 

 

2.3. INVESTMENT IN SUBSIDIARIES

On December 13, 2024, the Company acquired all of the issued and 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 St. Louis, U.S., for a total purchase price of $343.0 million. Daugherty employed approximately 1,100 professionals.

On February 24, 2025, the Company acquired all of the issued and outstanding shares of BJSS Ltd (BJSS), a technology and engineering consultancy known for its IT solutions and software engineering expertise, based in the U.K., for a total purchase price of $1,255.6 million. BJSS employed approximately 2,400 professionals.

On March 20, 2025, the Company acquired all of the issued and outstanding shares of Novatec Holding GmbH (Novatec), a professional services firm specializing in cloud-based solutions, agile software development, digital strategy, and business and IT consulting, based in Germany with operations in Spain. Novatec employed approximately 300 professionals.

On March 24, 2025, the Company acquired all of the issued and outstanding shares of Momentum Technologies Inc. (Momentum), a professional services firm specializing in digital transformation, managed services, cloud computing, and enterprise software development, based in Québec City, Canada. Momentum employed approximately 250 professionals.

On August 28, 2025, the Company acquired all of the issued and outstanding shares of Apside-Advance SAS (Apside), a leading provider of digital and engineering services having in-depth industry knowledge in manufacturing, finance, insurance and public sector, as well as its technology expertise in areas such as data, AI, cloud and cybersecurity, for a total purchase price of $229.9 million. Based in France, with operations in Belgium, Canada, Morocco, Portugal and Switzerland, Apside employed approximately 2,500 professionals, including nearly 2,200 in France.

2.4. NOTES ISSUANCE

Issuance of senior unsecured notes

On March 14, 2025, we issued US$650.0 million ($934.0 million) aggregate principal amount of 5-year senior unsecured notes, with the details below:

 

		Notional Amount		Maturity		Coupon Rate
2025 5-year USD Senior Notes1		US$650.0 million		March 14, 2030		4.95%

 

1

Interest payable semi-annually on March 14 and on September 14 until maturity.

The aggregate net proceeds of the issuances, which were US$641.3 million ($921.5 million), were used to repay existing indebtedness and for general corporate purposes. In connection with the offering of the notes, the Company entered into a currency swap agreement to reduce the Canadian dollar equivalent cost of borrowing of the notes to 3.71% per annum.

 

18 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

3. Financial Review

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the year ended September 30, 2025 were $17.6 billion representing a book-to-bill ratio of 110.4%. The breakdown of the new bookings signed during the year is as follows:

 

Information regarding our bookings is a key indicator of the volume of our business over time. 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 year ended September 30, 2025				Book-to-bill ratio for  the year ended September 30, 2025
Total CGI			17,571,914				110.4%
U.S. Commercial and State Government			4,279,495				151.9%
Western and Southern Europe			2,838,971				108.3%
Canada			2,487,039				108.5%
U.K. and Australia			2,100,166				94.1%
U.S. Federal			2,084,510				92.5%
Scandinavia, Northwest and Central-East Europe			1,929,814				110.1%
Germany			990,018				100.9%
Finland, Poland and Baltics			861,901				89.5%

 

FISCAL 2025 RESULTS — 19

 

 

 

 

 

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 September 30,			2025				2024				Change
U.S. dollar			1.3931				1.3515				3.1%
Euro			1.6349				1.5064				8.5%
Indian rupee			0.0157				0.0161				(2.5%)
British pound			1.8730				1.8111				3.4%
Swedish krona			0.1480				0.1333				11.0%
Average foreign exchange rates
For the years ended September 30,			2025				2024				Change
U.S. dollar			1.3984				1.3609				2.8%
Euro			1.5459				1.4752				4.8%
Indian rupee			0.0163				0.0163				—%
British pound			1.8265				1.7253				5.9%
Swedish krona			0.1382				0.1291				7.0%

 

20 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

3.3. REVENUE DISTRIBUTION

The following charts provide additional information regarding our revenue mix for the year ended September 30, 2025:

 

 

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 14.1% of our revenue for Fiscal 2025 as compared to 13.6% for Fiscal 2024.

 

FISCAL 2025 RESULTS — 21

 

 

 

 

 

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 Fiscal 2025 and Fiscal 2024. The Fiscal 2024 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 years ended September 30,											Change
			2025				2024				$				%
In thousands of CAD except for percentages
Total CGI revenue			15,912,673				14,676,152				1,236,521				8.4	%
Constant currency revenue growth			4.6%
Foreign currency impact			3.8%
Variation over previous period			8.4%
Western and Southern Europe
Revenue prior to foreign currency impact			2,554,872				2,600,198				(45,326)				(1.7	%)
Foreign currency impact			124,295
Western and Southern Europe revenue			2,679,167				2,600,198				78,969				3.0	%
U.S. Commercial and State Government
Revenue prior to foreign currency impact			2,452,906				2,327,309				125,597				5.4	%
Foreign currency impact			70,050
U.S. Commercial and State Government revenue			2,522,956				2,327,309				195,647				8.4	%
U.S. Federal
Revenue prior to foreign currency impact			2,186,096				2,001,391				184,705				9.2	%
Foreign currency impact			61,847
U.S. Federal revenue			2,247,943				2,001,391				246,552				12.3	%
Canada
Revenue prior to foreign currency impact			2,089,992				2,034,995				54,997				2.7	%
Foreign currency impact			690
Canada revenue			2,090,682				2,034,995				55,687				2.7	%
Scandinavia, Northwest and Central-East Europe
Revenue prior to foreign currency impact			1,597,663				1,593,434				4,229				0.3	%
Foreign currency impact			91,224
Scandinavia, Northwest and Central-East Europe revenue			1,688,887				1,593,434				95,453				6.0	%
U.K. and Australia
Revenue prior to foreign currency impact			1,908,925				1,584,833				324,092				20.4	%
Foreign currency impact			111,091
U.K. and Australia revenue			2,020,016				1,584,833				435,183				27.5	%
Germany
Revenue prior to foreign currency impact			859,886				894,565				(34,679)				(3.9	%)
Foreign currency impact			41,723
Germany revenue			901,609				894,565				7,044				0.8	%

 

22 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

For the years ended September 30,											Change
			2025				2024				$				%
In thousands of CAD except for percentages
Finland, Poland and Baltics
Revenue prior to foreign currency impact			861,537				859,263				2,274				0.3%
Foreign currency impact			42,164
Finland, Poland and Baltics revenue			903,701				859,263				44,438				5.2%
Asia Pacific
Revenue prior to foreign currency impact			1,017,174				956,145				61,029				6.4%
Foreign currency impact			(2,733)
Asia Pacific revenue			1,014,441				956,145				58,296				6.1%
Eliminations			(156,729)				(175,981)				19,252				(10.9%)

For the year ended September 30, 2025, revenue was $15,912.7 million, an increase of $1,236.5 million or 8.4% over the last year. On a constant currency basis, revenue increased by $680.1 million or 4.6%. The increase in revenue was mainly due to recent business acquisitions and organic growth within the government and financial services vertical markets. This was partially offset by lower demand within the MRD and communications and utilities vertical markets and lower volumes related to our IP enabled business process services in the U.S. Federal segment.

3.4.1. Western and Southern Europe

For the year ended September 30, 2025, revenue in the Western and Southern Europe segment was $2,679.2 million, an increase of $79.0 million or 3.0% over last year. On a constant currency basis, revenue decreased by $45.3 million or 1.7%. The change in revenue was mainly due to lower demand within the MRD vertical market and in business consulting services and two less available days to bill, partially offset by recent business acquisitions.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $1,572 million for the year ended September 30, 2025.

3.4.2. U.S. Commercial and State Government

For the year ended September 30, 2025, revenue in the U.S. Commercial and State Government segment was $2,523.0 million, an increase of $195.6 million or 8.4% over last year. On a constant currency basis, revenue increased by $125.6 million or 5.4%. The increase in revenue was mainly due to a recent business acquisition partially offset by the increased use of our Asia Pacific global 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 $1,613 million for the year ended September 30, 2025.

3.4.3. U.S. Federal

For the year ended September 30, 2025, revenue in the U.S. Federal segment was $2,247.9 million, an increase of $246.6 million or 12.3% over last year. On a constant currency basis, revenue increased by $184.7 million or 9.2%. The increase in revenue was mainly due to a recent business acquisition and a ramp up of a new project, partially offset by lower volumes related to our IP enabled business process services.

For the year ended September 30, 2025, $1,911 million of revenues in the U.S. Federal segment were federal civilian based agencies.

 

FISCAL 2025 RESULTS — 23

 

 

 

 

 

3.4.4. Canada

For the year ended September 30, 2025, revenue in the Canada segment was $2,090.7 million, an increase of $55.7 million or 2.7% over last year. On a constant currency basis, revenue increased by $55.0 million or 2.7%. The increase in revenue was mainly due to recent business acquisitions and organic growth within the financial services vertical market, partially offset by lower demand within the MRD and communications and utilities vertical markets.

On a client geographic basis, the top two Canada vertical markets were financial services and government, generating combined revenues of approximately $1,525 million for the year ended September 30, 2025.

3.4.5. Scandinavia, Northwest and Central-East Europe

For the year ended September 30, 2025, revenue in the Scandinavia, Northwest and Central-East Europe segment was $1,688.9 million, an increase of $95.5 million or 6.0% over last year. On a constant currency basis, revenue increased by $4.2 million or 0.3%. The increase in revenue was mainly due to organic growth within the financial services vertical market, partially offset by two less available days to bill, a favourable contract settlement and project related equipment sales, both in the prior year.

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 $1,110 million for the year ended September 30, 2025.

3.4.6. U.K. and Australia

For the year ended September 30, 2025, revenue in the U.K. and Australia segment was $2,020.0 million, an increase of $435.2 million or 27.5% over last year. On a constant currency basis, revenue increased by $324.1 million or 20.4%. The increase in revenue was mainly due to a recent business acquisition and organic growth within the government vertical market.

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 $1,580 million for the year ended September 30, 2025.

3.4.7. Germany

For the year ended September 30, 2025, revenue in the Germany segment was $901.6 million, an increase of $7.0 million or 0.8% over last year. On a constant currency basis, revenue decreased by $34.7 million or 3.9%. The change in revenue was mainly due to lower demand within the MRD and government vertical markets, partially offset by a recent business acquisition.

On a client geographic basis, the top two Germany vertical markets were government and MRD, generating combined revenues of approximately $690 million for the year ended September 30, 2025.

3.4.8. Finland, Poland and Baltics

For the year ended September 30, 2025, revenue in the Finland, Poland and Baltics segment was $903.7 million, an increase of $44.4 million or 5.2% over last year. On a constant currency basis, revenue increased by $2.3 million or 0.3%. The increase in revenue was mainly due to organic growth within the government and health, including IP-based revenue, vertical markets, partially offset by a ramp down of projects within the financial services 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 $522 million for the year ended September 30, 2025.

3.4.9. Asia Pacific

For the year ended September 30, 2025, revenue in the Asia Pacific segment was $1,014.4 million, an increase of $58.3 million or 6.1% over last year. On a constant currency basis, revenue increased by $61.0 million or 6.4%. The increase in revenue was mainly due to the continued demand for our global delivery centers for client work, partially offset by two less available days to bill.

 

24 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

3.5. OPERATING EXPENSES

 

For the years ended September 30,																			Change
			2025				% of   revenue				2024				% of   revenue				$				% of   revenue
In thousands of CAD except for percentages
Costs of services, selling and administrative			13,301,045				83.6	%			12,259,730				83.5	%			1,041,315				0.1	%
Net foreign exchange loss			715				—	%			653				—	%			62				—	%

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 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 year ended September 30, 2025, costs of services, selling and administrative expenses amounted to $13,301.0 million, an increase of $1,041.3 million when compared to the same period last year. As a percentage of revenue, costs of services, selling and administrative expenses increased to 83.6% from 83.5%.

As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to lower billable utilization in the Western and Southern Europe and Germany segments, lower volumes related to our IP enabled business process services in the U.S. Federal segment and the temporary dilutive impact of recent business acquisitions.

As a percentage of revenue, costs of selling and administrative expenses decreased compared to the same period last year, mainly due to efficiencies resulting from the restructuring program partially offset by the temporary dilutive impact of recent business acquisitions.

During the year ended September 30, 2025, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavourably impacted costs by $444.0 million, which was offset by the favourable translation impact of $556.4 million on our revenue.

3.5.2. Net Foreign Exchange Loss

During the year ended September 30, 2025, CGI incurred $0.7 million of net foreign exchange losses, 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.

 

FISCAL 2025 RESULTS — 25

 

 

 

 

 

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 years ended September 30,																			Change
			2025				% of  revenue				2024				% of  revenue				$				% of  revenue
In thousands of CAD except for percentage
Earnings before income taxes			2,242,190				14.1	%			2,290,951				15.6	%			(48,761)				(1.5	%)
Plus the following items:
Restructuring, acquisition and related integration costs			285,031				1.8	%			96,929				0.7	%			188,102				1.1	%
Restructuring			196,796				1.2	%			—				—	%			196,796				1.2	%
Cost Optimization Program			—				—	%			91,063				0.6	%			(91,063)				(0.6	%)
Acquisition and related integration costs			88,235				0.6	%			5,866				—	%			82,369				0.6	%
Net finance costs			83,692				0.5	%			27,889				0.2	%			55,803				0.3	%
Adjusted EBIT			2,610,913				16.4	%			2,415,769				16.5	%			195,144				(0.1	%)

3.6.1. Restructuring, Acquisition and Related Integration Costs

During the year ended September 30, 2025, the Company initiated a restructuring program which was targeted within its Continental European operations to realign its cost structure with current market conditions and which was completed for a total cost of $196.8 million, consisting of costs for terminations of employment of $190.0 million under this initiative, as well as costs of vacating leased premises of $6.8 million.

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 $100.0 million. During the year ended September 30, 2024, the Company recorded $91.1 million of costs under the Cost Optimization Program, which included costs for terminations of employment of $69.5 million, and costs of vacating leased premises of $21.6 million.

During the year ended September 30, 2025, the Company incurred $88.2 million of acquisition and related integration costs ($5.9 million for the year ended September 30, 2024). These costs were mainly costs related to redundancy of employment of $27.5 million ($0.1 million for the year ended September 30, 2024), costs of vacating leased premises of $23.4 million ($0.9 million for the year ended September 30, 2024) as well as legal and professional fees of $12.3 million ($2.4 million for the year ended September 30, 2024).

3.6.2. Net Finance Costs

Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the year ended September 30, 2025, the net finance costs increased by $55.8 million, mainly driven by an increase in interest due to the issuance of senior unsecured notes in March 2025, and lower interest on our cash balances.

 

26 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

3.7. ADJUSTED EBIT BY SEGMENT

 

For the years ended September 30,											Change
			2025				2024				$				%
In thousands of CAD except for percentages
Western and Southern Europe			354,421				334,165				20,256				6.1	%
As a percentage of segment revenue			13.2%				12.9%
U.S. Commercial and State Government			359,174				337,325				21,849				6.5	%
As a percentage of segment revenue			14.2%				14.5%
U.S. Federal			331,976				322,698				9,278				2.9	%
As a percentage of segment revenue			14.8%				16.1%
Canada			472,888				463,171				9,717				2.1	%
As a percentage of segment revenue			22.6%				22.8%
Scandinavia, Northwest and Central-East Europe			235,202				191,752				43,450				22.7	%
As a percentage of segment revenue			13.9%				12.0%
U.K. and Australia			299,345				251,662				47,683				18.9	%
As a percentage of segment revenue			14.8%				15.9%
Germany			108,107				88,438				19,669				22.2	%
As a percentage of segment revenue			12.0%				9.9%
Finland, Poland and Baltics			142,128				133,437				8,691				6.5	%
As a percentage of segment revenue			15.7%				15.5%
Asia Pacific			307,672				293,121				14,551				5.0	%
As a percentage of segment revenue			30.3%				30.7%
Adjusted EBIT			2,610,913				2,415,769				195,144				8.1	%
Adjusted EBIT margin			16.4%				16.5%

For the year ended September 30, 2025, adjusted EBIT was $2,610.9 million, an increase of $195.1 million when compared to last year. Adjusted EBIT margin decreased to 16.4% from 16.5%. The change in adjusted EBIT margin was mainly due to the temporary dilutive impact of recent business acquisitions and lower volumes related to our IP enabled process services within the U.S. Federal segment, partially offset by efficiencies resulting from the restructuring program.

3.7.1. Western and Southern Europe

For the year ended September 30, 2025, adjusted EBIT in the Western and Southern Europe segment was $354.4 million, an increase of $20.3 million when compared to last year. Adjusted EBIT margin increased to 13.2% from 12.9%. The increase in adjusted EBIT margin was mainly due to prior years adjustments for R&D tax credits in France, lower performance based compensation accruals and efficiencies resulting from the restructuring program, partially offset by lower billable utilization and two less available days to bill.

3.7.2. U.S. Commercial and State Government

For the year ended September 30, 2025, adjusted EBIT in the U.S. Commercial and State Government segment was $359.2 million, an increase of $21.8 million when compared to last year. Adjusted EBIT margin decreased to 14.2% from 14.5%. The change in adjusted EBIT margin was mainly due the temporary dilutive impact of a recent business acquisition and the impact of the reevaluation of cost to complete on a project, partially offset by higher billable utilization.

 

FISCAL 2025 RESULTS — 27

 

 

 

 

 

3.7.3. U.S. Federal

For the year ended September 30, 2025, adjusted EBIT in the U.S. Federal segment was $332.0 million, an increase of $9.3 million when compared to last year. Adjusted EBIT margin decreased to 14.8% from 16.1%. The change in adjusted EBIT margin was mainly due to lower volumes related to our IP enabled business process services, partially offset by the impact of the reevaluation of cost to complete on a project in the prior year and a ramp up of a new project.

3.7.4. Canada

For the year ended September 30, 2025, adjusted EBIT in the Canada segment was $472.9 million, an increase of $9.7 million when compared to last year. Adjusted EBIT margin decreased to 22.6% from 22.8%. The change in adjusted EBIT margin was mainly due to temporary dilutive impact of recent business acquisitions, partially offset by profitable organic growth within IP-based revenues within the financial services vertical market.

3.7.5. Scandinavia, Northwest and Central-East Europe

For the year ended September 30, 2025, adjusted EBIT in the Scandinavia, Northwest and Central-East Europe segment was $235.2 million, an increase of $43.5 million when compared to last year. Adjusted EBIT margin increased to 13.9% from 12.0%. The increase in adjusted EBIT margin was mainly due to efficiencies resulting from the restructuring program and profitable organic growth within most vertical markets, partially offset by two less available days to bill.

3.7.6. U.K. and Australia

For the year ended September 30, 2025, adjusted EBIT in the U.K. and Australia segment was $299.3 million, an increase of $47.7 million when compared to last year. Adjusted EBIT margin decreased to 14.8% from 15.9%. The change in adjusted EBIT margin was mainly due to the temporary dilutive impact of a recent business acquisition and a favourable impact from a settlement with a supplier in the prior year.

3.7.7. Germany

For the year ended September 30, 2025, adjusted EBIT in the Germany segment was $108.1 million, an increase of $19.7 million when compared to last year. Adjusted EBIT margin increased to 12.0% from 9.9%. The increase in adjusted EBIT margin was mainly due to efficiencies resulting from the restructuring program and the impact of the reevaluation of cost to complete on a project in the prior year, partially offset by lower billable utilization.

3.7.8. Finland, Poland and Baltics

For the year ended September 30, 2025, adjusted EBIT in the Finland, Poland and Baltics segment was $142.1 million, an increase of $8.7 million when compared to last year. Adjusted EBIT margin increased to 15.7% from 15.5%. The increase in adjusted EBIT margin was mainly due to profitable organic growth within the government and health vertical markets, including IP-based revenue. This was partially offset by a ramp down of projects within the financial services vertical market and additional R&D tax credits in the prior year.

3.7.9. Asia Pacific

For the year ended September 30, 2025, adjusted EBIT in the Asia Pacific segment was $307.7 million, an increase of $14.6 million when compared to last year. Adjusted EBIT margin remained strong at 30.3% compared to 30.7%.

 

28 — MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

 

 

3.8. NET EARNINGS AND EARNINGS PER SHARE

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

 

For the years ended September 30,											Change
		2025				2024				$				%
In thousands of CAD except for percentage and shares data
Earnings before income taxes			2,242,190				2,290,951				(48,761	)			(2.1%)
Income tax expense			583,905				598,236				(14,331	)			(2.4%)
Effective tax rate			26.0%				26.1%
Net earnings			1,658,285				1,692,715				(34,430	)			(2.0%)
Net earnings margin			10.4%				11.5%
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple voting) (basic)			222,693,319				228,074,108				(5,380,789)				(2.4%)
Class A subordinate voting shares and Class B shares (multiple voting) (diluted)			225,489,344				231,672,861				(6,183,517)				(2.7%)
Earnings per share (in dollars)
Basic			7.45				7.42				0.03				0.4%
Diluted			7.35				7.31				0.04				0.5%

3.8.1. Income Tax Expense

For the year ended September 30, 2025, income tax expense was $583.9 million compared to $598.2 million last year and our effective tax rate decreased to 26.0% from 26.1%. When excluding the tax effects from restructuring, acquisition and related integration costs, the effective tax rate also decreased to 25.9% from 26.0%, which is mainly explained by a 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, acquisition and related integration costs removed.

Based on the enacted rates at the end of Fiscal 2025 and our current profitability mix, we expect our adjusted effective tax rate to increase to between 26.0% to 27.0% in Fiscal 2026, mainly due to a temporary tax increase in France.

3.8.2. Weighted Average Number of Shares Outstanding

For Fiscal 2025, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Fiscal 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 notes 19, 20 and 21 of our audited consolidated financial statements for additional information.

 

FISCAL 2025 RESULTS — 29

 

 

 

 

 

3.8.3. Adjusted Net Earnings and Earnings per Share

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

 

For the years ended September 30,											Change
		2025				2024				$				%
In thousands of CAD except for percentages and shares data
Earnings before income taxes			2,242,190				2,290,951				(48,761)				(2.1%)
Add back:
Restructuring, acquisition and related integration costs			285,031				96,929				188,102
Restructuring			196,796				—				196,796
Cost Optimization Program			—				91,063				(91,063)
Acquisition and related integration costs			88,235				5,866				82,369
Adjusted earnings before income taxes			2,527,221				2,387,880				139,341				5.8%
Income tax expense			583,905				598,236				(14,331)				(2.4%)
Effective tax rate			26.0%				26.1%
Add back:
Tax deduction on restructuring, acquisition and related integration costs			71,819				23,719				48,100
Impact on effective tax rate			(0.1%)				(0.1%)
Tax deduction on restructuring			53,916				—				53,916
Impact on effective tax rate			0.1%				—%
Tax deduction on Cost Optimization Program			—				22,956				(22,956)
Impact on effective tax rate			—%				—%
Tax deduction on acquisition and related integration costs			17,903				763				17,140
Impact on effective tax rate			(0.2%)				—%
Adjusted income tax expense			655,724				621,955				33,769				5.4%
Adjusted effective tax rate			25.9%				26.0%
Adjusted net earnings			1,871,497				1,765,925				105,572				6.0%
Adjusted net earnings margin			11.8%				12.0%
Weighted average number of shares outstanding
Class A subordinate voting shares and Class B shares (multiple voting) (basic)			222,693,319				228,074,108				(5,380,789)				(2.4%)
Class A subordinate voting shares and Class B shares (multiple voting) (diluted)			225,489,344				231,672,861				(6,183,517)				(2.7%)
Adjusted earnings per share (in dollars)
Basic			8.40				7.74				0.66				8.5%
Diluted			8.30				7.62				0.68				8.9%