Earnings release
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C CONSTELLATION SOFTWARE INC . Constellation Software Inc. Announces Results for the Second Quarter Ended June 30 , 2026 and Declares Quarterly Dividend -- TORONTO , Aug. 11 , 2026 Constellation Software Inc. ( TSX : CSU ) ( " Constellation " or the " Company " ) today announced its financial results for the second quarter ended June 30 , 2026 and declared a $ 1.00 per share dividend payable on October 9 , 2026 to all common shareholders of record at close of business on September 18 , 2026. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act ( Canada ) . Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated . The following press release should be read in conjunction with the Company's Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30 , 2026 and the accompanying notes , our Management Discussion and Analysis for the three and six months ended June 30 , 2026 and with our annual Consolidated Financial Statements , prepared in accordance with International Financial Reporting Standards ( " IFRS " ) and our annual Management's Discussion and Analysis for the year ended December 31 , 2025 , which can be found on SEDAR + at www.sedarplus.com and on the Company's website www.csisoftware.com . Additional information about the Company is also available on SEDAR + at www.sedarplus.com . Q2 2026 and Subsequent Headlines : • Revenue grew 17 % ( 3 % organic growth , 1 % after adjusting for changes in foreign exchange rates ) to $ 3,335 million compared to $ 2,844 million in Q2 2025 . • Net income attributable to common shareholders increased 386 % to $ 274 million ( $ 12.93 on a diluted per share basis ) from $ 56 million ( $ 2.66 on a diluted per share basis ) in Q2 2025. Excluding the impacts of foreign exchange and the IRGA liability revaluation the increase was 8 % . • A number of acquisitions were completed for aggregate cash consideration of $ 732 million ( which includes acquired cash ) . Deferred payments associated with these acquisitions have an estimated value of $ 160 million resulting in total consideration of $ 893 million . • Cash flows from operations ( " CFO " ) were $ 477 million , an increase of 10 % , or $ 44 million , compared to $ 433 million for the comparable period in 2025 . • Free cash flow available to shareholders¹ ( " FCFA2S " ) increased $ 125 million to $ 345 million compared to $ 220 million for the same period in 2025 representing an increase of 57 % . • Subsequent to June 30 , 2026 , the Company completed or has open commitments to acquire a number of businesses for aggregate cash consideration of $ 669 million on closing plus total estimated deferred payments of $ 149 million for total consideration of $ 818 million . Total revenue for the quarter ended June 30 , 2026 was $ 3,335 million , an increase of 17 % , or $ 491 million , compared to $ 2,844 million for the comparable period in 2025. For the first six months of 2026 total revenues were $ 6,516 million , an increase of 19 % , or $ 1,018 million , compared to $ 5,498 million for the comparable period in 2025. The increase for both the three and six month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 3 % and 4 % respectively , 1 % for both periods after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business . Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers . Net income attributable to common shareholders of CSI for the quarter ended June 30 , 2026 was $ 274 million compared to $ 56 million for the same period in 2025. On a per share basis this translated into a net income per diluted share of $ 12.93 in the quarter ended June 30 , 2026 compared to net income per diluted share of $ 2.66 for the same period in 2025. For the six months ended June 30 , 2026 , net income attributable to common shareholders of CSI was $ 641 million or $ 30.25 per diluted share compared to $ 192 million or $ 9.07 per diluted share for the same period in 2025 . For the quarter ended June 30 , 2026 , CFO increased $ 44 million to $ 477 million compared to $ 433 million for the same period in 2025 representing an increase of 10 % . For the first six months of 2026 , CFO increased $ 115 million to $ 1,374 million compared to $ 1,260 million during the same period in 2025 , representing an increase of 9 % . For the quarter ended June 30 , 2026 , FCFA2S increased $ 125 million to $ 345 million compared to $ 220 million for the same period in 2025 representing an increase of 57 % . For the six months ended June 30 , 2026 , FCFA2S increased $ 348 million to $ 1,078 million compared to $ 730 million for the same period in 2025 representing an increase of 48 % . Forward Looking Statements Certain statements herein may be " forward looking " statements that involve known and unknown risks , uncertainties and other factors that may cause the actual results , performance or achievements of Constellation or the industry to be materially different from any future results , performance or achievements expressed or implied by such forward - looking statements . Forward looking statements involve significant risks and uncertainties , should not be read as guarantees of future performance or results , and will not necessarily be accurate indications of whether or not such results will be achieved . A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements . These forward
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looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Constellation assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances. Non-IFRS Measures Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on debt, debt transaction costs, payments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate. FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities. The following table reconciles FCFA2S to net cash flows from operating activities: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) Net cash flows from operating activities 477 433 1,374 1,260 Adjusted for: Interest paid on lease obligations (5) (4) (9) (8) Interest paid on debt (43) (32) (104) (94) Debt transaction costs (4) (4) (5) (4) Payments of lease obligations (38) (33) (76) (63) IRGA / TSS membership liability revaluation charge (64) (126) 13 (220) Property and equipment purchased (22) (16) (40) (31) Interest and dividends received 80 20 92 32 383 239 1,246 871 Less amount attributable to Non-controlling interests (38) (19) (168) (140) Free cash flow available to shareholders 345 220 1,078 730 Due to rounding, certain totals may not foot. About Constellation Software Inc. Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation acquires, manages and builds vertical market software businesses. For further information: Jamal Baksh Chief Financial Officer (416) 861-9677 info@csisoftware.com www.csisoftware.com SOURCE: CONSTELLATION SOFTWARE INC. CONSTELLATION SOFTWARE INC. Condensed Consolidated Interim Statements of Financial Position (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited June 30, 2026 December 31, 2025
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Assets Current assets: Cash and cash equivalents $ 2,886 $ 3,089 Accounts receivable 1,613 1,465 Unbilled revenue 498 452 Inventories 77 66 Other assets 850 727 5,925 5,798 Non-current assets: Property and equipment 242 240 Right of use assets 388 384 Deferred income taxes 438 355 Investments in associates 626 655 Other assets 473 345 Intangible assets 9,522 8,392 11,690 10,373 Total assets $ 17,615 $ 16,171 Liabilities and Shareholders' Equity Current liabilities: Debt with recourse to Constellation Software Inc. $ - $ - Liability of CSI under the IRGA 678 775 Debt without recourse to Constellation Software Inc. 658 591 Accounts payable and accrued liabilities 1,889 1,941 Dividends payable 21 21 Deferred revenue 2,654 2,219 Provisions 25 17 Acquisition holdback payables 310 216 Lease obligations 150 143 Income taxes payable 174 150 6,559 6,073 Non-current liabilities: Debt with recourse to Constellation Software Inc. 1,472 1,489 Liability of CSI under the IRGA 508 458 Debt without recourse to Constellation Software Inc. 2,066 2,051 Deferred income taxes 1,024 886 Acquisition holdback payables 243 208 Lease obligations 295 280 Other liabilities 573 457 6,182 5,830 Total liabilities 12,741 11,904 Shareholders' equity: Capital stock 99 99 Accumulated other comprehensive income (loss) 87 130 Retained earnings 3,945 3,347 Non-controlling interests 744 692 4,875 4,267 Total liabilities and shareholders' equity $ 17,615 $ 16,171
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CONSTELLATION SOFTWARE INC. Condensed Consolidated Interim Statements of Income (loss) (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue License $ 92 $ 87 $ 183 $ 183 Professional services 573 532 1,119 1,019 Hardware and other 116 80 216 155 Maintenance and other recurring 2,554 2,144 4,998 4,141 3,335 2,844 6,516 5,498 Expenses Staff 1,696 1,457 3,383 2,869 Hardware 66 43 123 83 Third party license, maintenance and professional services 331 268 643 522 Travel, telecommunications, supplies, software and equipment 181 144 340 275 Professional fees 69 55 133 102 Other, net 97 73 184 143 Depreciation 56 50 111 96 Amortization of intangible assets 348 286 673 558 2,844 2,375 5,589 4,647 Foreign exchange loss (gain) (14) 118 (58) 150 IRGA/TSS Membership liability revaluation charge 64 126 (13) 220 Finance and other expense (income) (45) (28) (61) (108) Share in net (income) loss of equity investee (11) (0) (22) (0) Bargain purchase gain (11) (5) (11) (5) Impairment of intangible and other non-financial assets 9 9 16 11 Finance costs 83 71 164 142 74 290 16 409 Income (loss) before income taxes 417 179 910 441 Current income tax expense (recovery) 164 155 335 292 Deferred income tax expense (recovery) (50) (60) (128) (109) Income tax expense (recovery) 114 95 207 183 Net income (loss) 303 85 703 258 Net income (loss) attributable to: Common shareholders of Constellation Software Inc. 274 56 641 192 Non-controlling interests 29 28 62 66 Net income (loss) 303 85 703 258 Earnings per common share of Constellation Software Inc. Basic and diluted $ 12.93 $ 2.66 $ 30.25 $ 9.07 CONSTELLATION SOFTWARE INC. Condensed Consolidated Interim Statements of Comprehensive Income (loss)
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(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Net income (loss) $ 303 $ 85 $ 703 $ 258 Items that are or may be reclassified subsequently to net income (loss): Foreign currency translation differences from foreign operations and other, net of tax (15) 185 (52) 264 Items that will not be reclassified to net income (loss): Changes in the fair value of equity investments at FVOCI - 95 - 215 Other comprehensive income (loss), net of income tax (15) 280 (52) 479 Total comprehensive income (loss) $ 288 $ 364 $ 651 $ 737 Total other comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. (11) 213 (42) 353 Non-controlling interests (4) 66 (10) 126 Total other comprehensive income (loss)$ (15) $ 280 $ (52) $ 479 Total comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. 264 270 599 545 Non-controlling interests 24 95 52 192 Total comprehensive income (loss) $ 288 $ 364 $ 651 $ 737 CONSTELLATION SOFTWARE INC. Condensed Consolidated Interim Statement of Changes in Equity (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Six months ended June 30, 2026 Equity Attributable to Common Shareholders of CSI Capital stock Accumulated other comprehensive income (loss) Retained earnings Total Non- controlling interests Total equity Balance at January 1, 2026 $ 99 $ 130 $ 3,347 $ 3,576 $ 692 $ 4,267 Total comprehensive income (loss): Net income (loss) - - 641 641 62 703 Other comprehensive income (loss) Foreign currency translation differences from foreign operations and other, net of tax and changes in the fair value of equity investments at FVOCI - (42) - (42) (10) (52)
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Total other comprehensive income (loss) - (42) - (42) (10) (52) Total comprehensive income (loss) - (42) 641 599 52 651 Transactions with owners, recorded directly in equity Other movements in non-controlling interests - - (1) (1) (0) (1) Dividends paid to non-controlling interests - - - - - - Dividends to shareholders of the Company - - (42) (42) - (42) Balance at June 30, 2026 $ 99 $ 87 $ 3,945 $ 4,131 $ 744 $ 4,875 CONSTELLATION SOFTWARE INC. Condensed Consolidated Interim Statement of Changes in Equity (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Six months ended June 30, 2025 Equity Attributable to Common Shareholders of CSI Capital stock Accumulated other comprehensive income (loss) Retained earnings Total Non- controlling interests Total equity Balance at January 1, 2025 $ 99 $ (224) $ 2,919 $ 2,795 $ 493 $ 3,288 Total comprehensive income (loss): Net income (loss) - - 192 192 66 258 Other comprehensive income (loss) Foreign currency translation differences from foreign operations and other, net of tax - 353 - 353 126 479 Total other comprehensive income (loss) - 353 - 353 126 479 Total comprehensive income (loss) - 353 192 545 192 737 Transactions with owners, recorded directly in equity Other movements in non-controlling interests - - (1) (1) 1 (0) Dividends paid to non-controlling interests - - - - (0) (0) Dividends to shareholders of the Company - (42) (42) - (42) Balance at June 30, 2025 $ 99 $ 129 $ 3,068 $ 3,296 $ 686 $ 3,982 CONSTELLATION SOFTWARE INC.
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Condensed Consolidated Interim Statements of Cash Flows (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Cash flows from (used in) operating activities: Net income (loss) 303 85 703 258 Adjustments for: Depreciation 56 50 111 96 Amortization of intangible assets 348 286 673 558 IRGA/TSS Membership liability revaluation charge 64 126 (13) 220 Finance and other expense (income) (45) (28) (61) (108) Share in net (income) loss of equity investee (11) (0) (22) (0) Bargain purchase (gain) (11) (5) (11) (5) Impairment of intangible and other non-financial assets 9 9 16 11 Finance costs 83 71 164 142 Income tax expense (recovery) 114 95 207 183 Foreign exchange loss (gain) (14) 118 (58) 150 Depreciation of third party costs 4 4 8 9 Change in non-cash operating assets and liabilities exclusive of effects of business combinations (203) (185) (18) 46 Transaction costs associated with equity securities classified as FVOCI - - - (2) Income taxes paid (218) (192) (325) (299) Net cash flows from (used in) operating activities 477 433 1,374 1,260 Cash flows from (used in) financing activities: Interest paid on lease obligations (5) (4) (9) (8) Interest paid on debt (43) (32) (104) (94) Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI 24 (135) (262) (104) Proceeds from issuance of debt facilities without recourse to CSI 354 341 598 368 Repayments of debt facilities without recourse to CSI (156) (69) (228) (99) Other financing activities (12) 1 (8) (0) Dividends paid to non-controlling interests - - - (0) Debt transaction costs (4) (4) (5) (4) Payments of lease obligations, net of sublease receipts (38) (33) (76) (63) Dividends paid to common shareholders of the Company (21) (21) (42) (42) Net cash flows from (used in) in financing activities 100 43 (137) (48) Cash flows from (used in) investing activities: Acquisition of businesses (732) (380) (1,429) (474) Cash obtained with acquired businesses 79 45 156 56 Post-acquisition settlement payments, net of receipts (94) (114) (163) (130) Purchases of investments and other assets (15) (14) (47) (189) Proceeds from sales of other investments and other assets 0 15 0 15 Decrease (increase) in restricted cash (0) (3) 1 5 Interest, dividends and other proceeds received 80 20 92 32 Property and equipment purchased (22) (16) (40) (31) Net cash flows from (used in) investing activities (703) (446) (1,429) (717) Effect of foreign currency on cash and cash equivalents 1 68 (11) 101 Increase (decrease) in cash and cash equivalents (124) 98 (202) 596
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Cash and cash equivalents, beginning of period$ 3,010 $ 2,477 $ 3,089 $ 1,980 Cash and cash equivalents, end of period$ 2,886 $ 2,575 $ 2,886 $ 2,575