We rely on close cooperation with strategic partners for sales and software product development as well as for the optimization of opportunities that arise in our competitive environment. A portion of our license revenues is derived from the licensing of our software products through third parties. Also, a portion of our service revenues may be impacted by the level of service provided by third party service providers relating to Internet, telecommunications and power services. Our success will depend, in part, upon our ability to maintain access to existing channels of distribution and to gain access to new channels if and when they develop. We may not be able to retain a sufficient number of our existing distributors or develop a sufficient number of future distributors. Distributors may also give higher priority to the licensing or sale of software products and services other than ours (which could include competitors' products and services) or may not devote sufficient resources to marketing our software products and services. In addition, potential changes or renegotiations of the North American Free

Trade Agreement (NAFTA) as well as tariff changes between the U.S. and Canada could impact our relationships with distributors. The performance of third party distributors and third party service providers is largely outside of our control, and we are unable to predict the extent to which these distributors and service providers will be successful in either marketing and licensing or selling our software products and services or providing adequate Internet, telecommunication and power services so that disruptions and outages are not experienced by our customers. A reduction in strategic partner cooperation or sales efforts, a decline in the number of distributors, a decision by our distributors to discontinue the licensing of our software products or a decline or disruption in third party services could cause users and the general public to perceive our software products and services as inferior and could materially reduce revenues.

If we do not continue to develop technologically advanced products that successfully integrate with the software products and enhancements used by our customers, future revenues and our operating results may be negatively affected

Our success depends upon our ability to design, develop, test, market, license, sell and support new software products and services and enhancements of current products and services on a timely basis in response to both competitive threats and marketplace demands. The software industry is increasingly focused on cloud computing, mobility, social media and SaaS among other continually evolving shifts. In addition, our software products, services, and enhancements must remain compatible with standard platforms and file formats. Often, we must integrate software licensed or acquired from third parties with our proprietary software to create or improve our products. If we are unable to achieve a successful integration with third party software, we may not be successful in developing and marketing our new software products, services, and enhancements. If we are unable to successfully integrate third party software to develop new software products, services, and enhancements to existing software products and services, or to complete the development of new software products and services which we license or acquire from third parties, our operating results will materially suffer. In addition, if the integrated or new products or enhancements do not achieve acceptance by the marketplace, our operating results will materially suffer. Moreover, if new industry standards emerge that we do not anticipate or adapt to, or with rapid technological change occurring, if alternatives to our services and solutions are developed by our competitors, our software products and services could be rendered less competitive or obsolete, causing us to lose market share and, as a result, harm our business and operating results, and our ability to compete in the marketplace.

~~If our software products and services do not gain market acceptance, our operating results may be negatively affected~~

We intend to pursue our strategy of being a market leading consolidator for cloud-based EIM solutions, and growing the capabilities of our EIM software offerings through our proprietary research and the development of new software product and service offerings, as well as through acquisitions. In response to customer demand, it is important to our success that we continue to enhance our software products and services and to seek to set the standard for EIM capabilities. The primary market for our software products and services is rapidly evolving which means that the level of acceptance of products and services that have been released recently, including Release 16 and Magellan, or that are planned for future release to the marketplace is not certain. If the markets for our software products and services fail to develop, develop more slowly than expected or become subject to increased competition, our business may suffer. As a result, we may be unable to: (i) successfully market our current products and services, (ii) develop new software products and services and enhancements to current software products and services, (iii) complete customer implementations on a timely basis, or (iv) complete software products and services currently under development. In addition, increased competition could put significant pricing pressures on our products which could negatively impact our margins and profitability. If our software products and services are not accepted by our customers or by other businesses in the marketplace, our business, operating results and financial condition will be materially adversely affected.

Our existing customers might cancel contracts with us, fail to renew contracts on their renewal dates and/or fail to purchase additional services and products, and we may be unable to attract new customers, which could materially adversely affect our operating results

We depend on our installed customer base for a significant portion of our revenues. We have significant contracts with our license customers for ongoing support and maintenance, as well as significant service contracts that provide recurring services revenues to us. In addition, our installed customer base has historically generated additional new license and services revenues for us. Service contracts are generally renewable at a customer’s option and/or subject to cancellation rights, and there are generally no mandatory payment obligations or obligations to license additional software or subscribe for additional services.

If our customers cancel or fail to renew ~~or cancel~~ their service contracts or fail to purchase additional services or products, then our revenues could decrease, and our operating results could be materially adversely affected. Factors influencing such contract terminations and failure to purchase additional services or products could include changes in the financial circumstances of our customers, dissatisfaction with our products or services, our retirement or lack of support for our legacy products and services, our customers selecting or building alternate technologies to replace ~~us,~~our products or services, the cost of our products and services as compared to

the cost of products and services offered by our competitors, our ability to attract, hire and maintain qualified personnel to meet customer needs, consolidating activities in the market, changes in our customers’ business or in regulation impacting our customers’ business that may no longer necessitate the use of our products or services, general economic or market conditions, or other reasons. Further, our customers could delay or terminate implementations or use of our services and products or be reluctant to migrate to new products. Such customers will not generate the revenues we may have ~~anticipated~~expected within the anticipated timelines, ~~anticipated, if~~or at all, and may be less likely to invest in additional services or products from us in the future. We may not be able to adjust our expense levels quickly enough to account for any such revenue losses.

~~Our investment in our current research and development efforts may not provide a sufficient, timely return~~

The development of EIM software products is a costly, complex and time-consuming process, and the investment in EIM software product development often involves a long wait until a return is achieved on such an investment. We are making, and will continue to make, significant investments in software research and development and related product and service opportunities. Investments in new technology and processes are inherently speculative. Commercial success depends on many factors, including the degree of innovation of the software products and services developed through our research and development efforts, sufficient support from our strategic partners, and effective distribution and marketing. Accelerated software product introductions and short product life cycles require high levels of expenditures for research and development. These expenditures may adversely affect our operating results if they are not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts in order to maintain our competitive position. However, significant revenues from new software product and service investments may not be achieved for a number of years, if at all. Moreover, new software products and services may not be profitable, and even if they are profitable, operating margins for new software products and services may not be as high as the margins we have experienced for our current or historical software products and services.

~~Product development is a long, expensive and uncertain process, and we may terminate one or more of our development programs~~

We may determine that certain software product candidates or programs do not have sufficient potential to warrant the continued allocation of resources. Accordingly, we may elect to terminate one or more of our programs for such product candidates. If we terminate a software product in development in which we have invested significant resources, our prospects may suffer, as we will have expended resources on a project that does not provide a return on our investment and we may have missed the opportunity to have allocated those resources to potentially more productive uses and this may negatively impact our business, operating results and financial condition.

~~Failure to protect our intellectual property could harm our ability to compete effectively~~

We are highly dependent on our ability to protect our proprietary technology. We rely on a combination of copyright, patent, trademark and trade secret laws, as well as non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights. We intend to protect our intellectual property rights vigorously; however, there can be no assurance that these measures will, in all cases, be successful. Enforcement of our intellectual property rights may be difficult, particularly in some countries outside of North America in which we seek to market our software products and services. While U.S. and Canadian copyright laws, international conventions and international treaties may provide meaningful protection against unauthorized duplication of software, the laws of some foreign jurisdictions may not protect proprietary rights to the same extent as the laws of Canada or the United States. The absence of internationally harmonized intellectual property laws makes it more difficult to ensure consistent protection of our proprietary rights. Software piracy has been, and is expected to be, a persistent problem for the software industry, and piracy of our software products represents a loss of revenue to us. Where applicable, certain of our license arrangements have required us to make a limited confidential disclosure of portions of the source code for our software products, or to place such source code into escrow for the protection of another party. Despite the precautions we have taken, unauthorized third parties, including our competitors, may be able to copy certain portions of our software products or reverse engineer or obtain and use information that we regard as proprietary. Our competitive position may be adversely affected by our possible inability to effectively protect our intellectual property. In addition, certain of our products contain open source software. Licensees of open source software may be required to make public certain source code, to license proprietary software for free or to make certain derivative works available to others. While we monitor and control the use of open source software in our products and in any third party software that is incorporated into our products, and we try to ensure that no open source software is used in such a way as to require us to disclose the source code to the related product or service, there can be no guarantee that such use could not inadvertently occur. If this happened it could harm our intellectual property position and have a material adverse effect on our business, results of operations and financial condition.

~~Other companies may claim that we infringe their intellectual property, which could materially increase costs and materially harm our ability to generate future revenues and profits~~

Claims of infringement are common in the software industry and increasing as related legal protections, including copyrights and patents, are applied to software products. Although most of our technology is proprietary in nature, we do include certain third party and open source software in our software products. In the case of third party software, we believe this software is licensed from the entity holding the intellectual property rights. While we believe that we have secured proper licenses for all third-party intellectual property that is integrated into our products, third parties have and may continue to assert infringement claims against us in the future, including the sometimes aggressive and opportunistic actions of non-practicing entities whose business model is to obtain patent-licensing revenues from operating companies such as us. Any such assertion, regardless of merit, may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. Such licenses may not be available or they may not be available on commercially reasonable terms. In addition, as we continue to develop software products and expand our portfolio using new technology and innovation, our exposure to threats of infringement may increase. Any infringement claims and related litigation could be time-consuming, disruptive to our ability to generate revenues or enter into new market opportunities and may result in significantly increased costs as a result of our defense against those claims or our attempt to license the intellectual property rights or rework our products to avoid infringement of third party rights. Typically our agreements with our partners and customers contain provisions which require us to indemnify them for damages sustained by them as a result of any infringement claims involving our products. Any of the foregoing infringement claims and related litigation could have a significant adverse impact on our business and operating results as well as our ability to generate future revenues and profits.

~~The loss of licenses to use third-party software or the lack of support or enhancement of such software could adversely affect our business~~

We currently depend upon a limited number of third-party software products. If such software products were not available, we might experience delays or increased costs in the development of our own software products. For a limited number of our product modules, we rely on software products that we license from third parties, including software that is integrated with internally developed software and which is used in our products to perform key functions. These third-party software licenses may not continue to be available to us on commercially reasonable terms and the related software may not continue to be appropriately supported, maintained, or enhanced by the licensors. The loss by us of the license to use, or the inability by licensors to support, maintain, or enhance any of such software, could result in increased costs, lost revenues or delays until equivalent software is internally developed or licensed from another third party and integrated with our software. Such increased costs, lost revenues or delays could adversely affect our business.

~~Current and future competitors could have a significant impact on our ability to generate future revenues and profits~~

The markets for our software products and services are intensely competitive and are subject to rapid technological change and other pressures created by changes in our industry. The convergence of many technologies has resulted in unforeseen competitors arising from companies that were traditionally not viewed as threats to our marketplace. We expect competition to increase and intensify in the future as the pace of technological change and adaptation quickens and as additional companies enter our markets, including those competitors who offer solutions similar to ours, but offer it through a different form of delivery. Numerous releases of competitive products have occurred in recent history and are expected to continue in the future. We may not be able to compete effectively with current competitors and potential entrants into our marketplace. We could lose market share if our current or prospective competitors: (i) develop technologies that are perceived to be substantially equivalent or superior to our technologies, (ii) introduce new competitive products or services, (iii) add new functionality to existing products and services, (iv) acquire competitive products and services, (v) reduce prices, or (vi) form strategic alliances or cooperative relationships with other companies. If other businesses were to engage in aggressive pricing policies with respect to competing products, or if the dynamics in our marketplace resulted in increasing bargaining power by the consumers of our software products and services, we would need to lower the prices we charge for the products and services we offer. This could result in lower revenues or reduced margins, either of which may materially adversely affect our business and operating results. Additionally, if prospective consumers choose other methods of EIM delivery different from that which we offer, our business and operating results could also be materially adversely affected.

~~Acquisitions, investments, joint ventures and other business initiatives may negatively affect our operating results~~

The growth of our Company through the successful acquisition and integration of complementary businesses is a critical component of our corporate strategy. In light of the continually evolving marketplace in which we operate, we regularly evaluate acquisition opportunities on an ongoing basis and at any time may be in various stages of discussions with respect to such opportunities. We plan to continue to pursue acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy and disciplined financial management. We may also target

future acquisitions to expand or add functionality and capabilities to our existing portfolio of solutions, as well as add new solutions to our portfolio. We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties to address particular market segments. These activities create risks such as: (i) the need to integrate and manage the businesses and products acquired with our own business and products; (ii) additional demands on our resources, systems, procedures and controls; (iii) disruption of our ongoing business; and (iv) diversion of management's attention from other business concerns. Moreover, these transactions could involve: (i) substantial investment of funds or financings by issuance of debt or equity or equity-related securities; (ii) substantial investment with respect to technology transfers and operational integration; and (iii) the acquisition or disposition of product lines or businesses. Also, such activities could result in charges and expenses and have the potential to either dilute the interests of existing shareholders or result in the issuance or assumption of debt, which could have a negative impact on the credit ratings of our outstanding debt securities. Such acquisitions, investments, joint ventures or other business collaborations may involve significant commitments of financial and other resources of our Company. Any such activity may not be successful in generating revenues, income or other returns to us, and the resources committed to such activities will not be available to us for other purposes. In addition, while we conduct due diligence prior to consummating an acquisition, joint venture or business collaboration, such diligence may not identify all material issues associated with such activities. We may also experience unanticipated challenges or difficulties identifying suitable new acquisition candidates that are available for purchase at reasonable prices. Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms. Moreover, if we are unable to access capital markets on acceptable terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than optimal capital structure. Our inability (i) to take advantage of growth opportunities for our business or for our products and services, or (ii) to address risks associated with acquisitions or investments in businesses, may negatively affect our operating results and financial condition. Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges associated with any acquisition or investment activity, may materially impact our results of operations and financial condition which, in turn, may have a material adverse effect on the market price of our Common Shares or credit ratings of our outstanding debt securities.

Businesses we acquire may have disclosure controls and procedures and internal controls over financial reporting, cybersecurity and compliance with data privacy laws that are weaker than or otherwise not in conformity with ours

We have a history of acquiring complementary businesses of varying size and organizational complexity. Upon consummating an acquisition, we seek to implement our disclosure controls and procedures, our internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with data privacy laws and regulations at the acquired company as promptly as possible. Depending upon the nature and scale of the business acquired, the implementation of our disclosure controls and procedures as well as the implementation of our internal controls over financial reporting at an acquired company may be a lengthy process and may divert our attention from other business operations. Our integration efforts may periodically expose deficiencies in the disclosure controls and procedures and internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with data privacy laws and regulations of an acquired company that were not identified in our due diligence undertaken prior to consummating the acquisition. If such deficiencies exist, we may not be in a position to comply with our periodic reporting requirements and, as a result, our business and financial condition may be materially harmed.

~~We may be unable to successfully integrate acquired businesses or do so within the intended timeframes,which could have an adverse effect on our financial condition, results of operations and business prospects~~

Our ability to realize the anticipated benefits of acquired businesses will depend, in part, on our ability to successfully and efficiently integrate acquired businesses and operations with our own. The integration of acquired operations with our existing business will be complex, costly and time-consuming, and may result in additional demands on our resources, systems, procedures and controls, disruption of our ongoing business, and diversion of management’s attention from other business concerns. Although we cannot be certain of the degree and scope of operational and integration problems that may arise, the difficulties and risks associated with the integration of acquired businesses may include, among others:

~~the increased scope and complexity of our operations;~~

~~coordinating geographically separate organizations, operations, relationships and facilities;~~

integrating (i) personnel with diverse business backgrounds, corporate cultures and management philosophies, and (ii) the standards, policies and compensation structures, as well as the complex systems, technology, networks and other assets, of the businesses;

~~preserving important strategic and customer relationships;~~

~~retention of key employees;~~

the possibility that we may have failed to discover obligations of acquired businesses or risks associated with those businesses during our due diligence investigations as part of the acquisition for which we, as a successor owner, may be responsible or subject to; and

~~provisions in contracts with third parties that may limit flexibility to take certain actions.~~

As a result of these difficulties and risks, we may not accomplish the integration of acquired businesses smoothly, successfully or within our budgetary expectations and anticipated timetables, which may result in a failure to realize some or all of the anticipated benefits of our acquisitions.

~~We may not generate sufficient cash flow to satisfy our unfunded pension obligations~~

Through our acquisitions, we have assumed certain unfunded pension plan liabilities. We will be required to use the operating cash flow that we generate in the future to meet these obligations. As a result, our future net pension liability and cost may be materially affected by the discount rate used to measure these pension obligations and by the longevity and actuarial profile of the relevant workforce. A change in the discount rate may result in a significant increase or decrease in the valuation of these pension obligations, and these changes may affect the net periodic pension cost in the year the change is made and in subsequent years. We cannot assure that we will generate sufficient cash flow to satisfy these obligations. Any inability to satisfy these pension obligations may have a material adverse effect on the operational and financial health of our business.

~~For more details see note 11 "Pension Plans and Other Post Retirement Benefits" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.~~

Consolidation in the industry, particularly by large, well-capitalized companies, could place pressure on our operating margins which could, in turn, have a material adverse effect on our business

Acquisitions by large, well-capitalized technology companies have changed the marketplace for our software products and services by replacing competitors ~~which~~that are comparable in size to our Company with companies that have more resources at their disposal to compete with us in the marketplace. In addition, other large corporations with considerable financial resources either have products and/or services that compete with our software products and services or have the ability to encroach on our competitive position within our marketplace. These companies have considerable financial resources, channel influence, and broad geographic reach; thus, they can engage in competition with our software products and services on the basis of price, marketing, services or support. They also have the ability to introduce items that compete with our maturing software products and services. The threat posed by larger competitors and their ability to use their better economies of scale to sell competing products ~~and~~and/or services at a lower cost may materially reduce the profit margins we earn on the software products and services we provide to the marketplace. Any material reduction in our profit margin may have a material adverse effect on the operations or finances of our business, which could hinder our ability to raise capital in the public markets at opportune times for strategic acquisitions or for general operational purposes, which may then, in turn, prevent effective strategic growth or improved economies of scale or put us at a disadvantage to our better capitalized competitors.

Our sales to government clients expose us to business volatility and risks, including government budgeting cycles and appropriations, early termination, audits, investigations, sanctions and penalties

We derive revenues from contracts with U.S. and Canadian federal, state, provincial and local governments, and other foreign governments and their respective agencies, which may terminate most of these contracts at any time, without cause. There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending. Further, our U.S. federal government contracts are subject to the approval of appropriations made by the U.S. Congress to fund the expenditures under these contracts. Similarly, our contracts with U.S. state and local governments, Canadian federal, provincial and local governments and other foreign governments and their agencies are generally subject to government funding authorizations. Additionally, government contracts are generally subject to audits and investigations that could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

We may be unable to maintain or expand our base of SMB and consumer customers, which could adversely affect our anticipated future growth and operating results

With the acquisition of Carbonite, we have expanded our presence in the SMB market as well as the consumer market. Expanding in this market may require substantial resources and increased marketing efforts, different to what we are accustomed to. If we are unable to market and sell our solutions to the SMB market and consumers with competitive pricing and in a cost-effective manner, it may harm our ability to grow our revenues and adversely affect our results of operations. In

addition, SMBs frequently have limited budgets and are more likely to be significantly affected by economic downturns than larger, more established companies. As such, SMBs may choose to spend funds on items other than our solutions, particularly during difficult economic times, which may hurt our projected revenues, business financial condition and results of operations.

We must continue to manage our internal resources during periods of company growth or our operating results could be adversely affected

The ~~EIM~~Information Management market in which we compete continues to evolve at a rapid pace. However, there is significant uncertainty on growth from the impact of the COVID-19 pandemic. Moreover, we have grown significantly through acquisitions in the past and expect to continue to review acquisition opportunities as a means of increasing the size and scope of our business. Our growth, coupled with the rapid evolution of our markets, has placed, and will continue to place, significant strains on our administrative and operational resources and increased demands on our internal systems, procedures and controls. Our administrative infrastructure, systems, procedures and controls may not adequately support our operations. In addition, our management may not be able to achieve the rapid, effective execution of the product and business initiatives necessary to successfully implement our operational and competitive strategy. If we are unable to manage growth effectively, our operating results will likely suffer, which may, in turn, adversely affect our business.

If we lose the services of our executive officers or other key employees or if we are not able to attract or retain top employees, our business could be significantly harmed

Our performance is substantially dependent on the performance of our executive officers and key ~~employees.~~employees and there is a risk that we could lose their services, including due to the illness of executive officers and key employees from COVID-19. We do not maintain “key person” life insurance policies on any of our employees. Our success is also highly dependent on our continuing ability to identify, hire, train, retain and motivate highly qualified management, technical, sales and marketing personnel. In particular, the recruitment and retention of top research developers and experienced salespeople, particularly those with specialized knowledge, remains critical to our success, including providing consistent and uninterrupted service to our customers. Competition for such people is intense, substantial and continuous, and we may not be able to attract, integrate or retain highly qualified technical, sales or managerial personnel in the future. In our effort to attract and retain critical personnel,

we may experience increased compensation costs that are not offset by either improved productivity or higher prices for our software products or services. In addition, the loss of the services of any of our executive officers or other key employees could significantly harm our business, operating results and financial condition.

Our compensation structure may hinder our efforts to attract and retain vital employees

A portion of our total compensation program for our executive officers and key personnel includes the award of options to buy our Common Shares. If the market price of our Common Shares performs poorly, such performance may adversely affect our ability to retain or attract critical personnel. In addition, any changes made to our stock option policies, or to any other of our compensation practices, which are made necessary by governmental regulations or competitive pressures, could adversely affect our ability to retain and motivate existing personnel and recruit new personnel. For example, any limit to total compensation that may be prescribed by the government or applicable regulatory authorities or any significant increases in personal income tax levels levied in countries where we have a significant operational presence may hurt our ability to attract or retain our executive officers or other employees whose efforts are vital to our success. Additionally, payments under our long-term incentive plans (the details of which are described in Item 11 of this Annual Report on Form 10-K) are dependent to a significant extent upon the future performance of our Company both in absolute terms and in comparison to similarly situated companies. Any failure to achieve the targets set under our long-term incentive plan could significantly reduce or eliminate payments made under this plan, which may, in turn, materially and adversely affect our ability to retain the key personnel paid under this plan.

Risks Related to Acquisitions

Acquisitions, investments, joint ventures and other business initiatives may negatively affect our operating results

The growth of our Company through the successful acquisition and integration of complementary businesses is a critical component of our corporate strategy. As a result of the continually evolving marketplace in which we operate, we regularly evaluate acquisition opportunities and at any time may be in various stages of discussions with respect to such opportunities. We plan to continue to pursue acquisitions that complement our existing business, represent a strong strategic fit and are consistent with our overall growth strategy and disciplined financial management. We may also target future acquisitions to expand or add functionality and capabilities to our existing portfolio of solutions, as well as to add new solutions to our portfolio. We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties to address particular market segments. These activities create risks such as: (i) the need to integrate and

manage the businesses and products acquired with our own business and products; (ii) additional demands on our resources, systems, procedures and controls; (iii) disruption of our ongoing business; and (iv) diversion of management's attention from other business concerns. Moreover, these transactions could involve: (i) substantial investment of funds or financings by issuance of debt or equity or equity-related securities; (ii) substantial investment with respect to technology transfers and operational integration; and (iii) the acquisition or disposition of product lines or businesses. Also, such activities could result in charges and expenses and have the potential to either dilute the interests of existing shareholders or result in the issuance or assumption of debt, which could have a negative impact on the credit ratings of our outstanding debt securities or the market price of our Common Shares. Such acquisitions, investments, joint ventures or other business collaborations may involve significant commitments of financial and other resources of our Company. Any such activity may not be successful in generating revenues, income or other returns to us, and the resources committed to such activities will not be available to us for other purposes. In addition, while we conduct due diligence prior to consummating an acquisition, joint venture or business collaboration, such diligence may not identify all material issues associated with such activities. We may also experience unanticipated difficulties identifying suitable new acquisition candidates that are available for purchase at reasonable prices. Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms. Moreover, if we are unable to access capital markets on acceptable terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than optimal capital structure. Our inability (i) to take advantage of growth opportunities for our business or for our products and services, or (ii) to address risks associated with acquisitions or investments in businesses, may negatively affect our operating results and financial condition. Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges associated with any acquisition or investment activity, may materially adversely impact our results of operations and financial condition which, in turn, may have a material adverse effect on the market price of our Common Shares or credit ratings of our outstanding debt securities.

We have a history of acquiring complementary businesses of varying size and organizational complexity and we may continue to engage in such acquisitions. Upon consummating an acquisition, we seek to implement our disclosure controls and procedures, our internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with data privacy laws and regulations at the acquired company as promptly as possible. Depending upon the nature and scale of the business acquired, the implementation of our disclosure controls and procedures as well as the implementation of our internal controls over financial reporting at an acquired company may be a lengthy process and may divert our attention from other business operations. Our integration efforts may periodically expose deficiencies in the disclosure controls and procedures and internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with data privacy laws and regulations of an acquired company that were not identified in our due diligence undertaken prior to consummating the acquisition or contractual protections intended to protect against any such deficiencies may not fully eliminate all related risks. If such deficiencies exist, we may not be in a position to comply with our periodic reporting requirements and, as a result, our business and financial condition may be materially harmed. Refer to Item 9A "Controls and Procedures", included elsewhere in this Annual Report on Form 10-K, for details on our internal controls over financial reporting for recent acquisitions.

We may be unable to successfully integrate acquired businesses or do so within the intended timeframes, which could have an adverse effect on our financial condition, results of operations and business prospects

Our ability to realize the anticipated benefits of acquired businesses will depend, in part, on our ability to successfully and efficiently integrate acquired businesses and operations with our own. The integration of acquired businesses with our existing business will be complex, costly and time-consuming, and may result in additional demands on our resources, systems, procedures and controls, disruption of our ongoing business, and diversion of management’s attention from other business concerns. Although we cannot be certain of the degree and scope of operational and integration problems that may arise, the difficulties and risks associated with the integration of acquired businesses may include, among others:

•the increased scope and complexity of our operations;

•coordinating geographically separate organizations, operations, relationships and facilities;

•integrating (i) personnel with diverse business backgrounds, corporate cultures and management philosophies, and (ii) the standards, policies and compensation structures, as well as the complex systems, technology, networks and other assets, of the businesses;

•preserving important strategic and customer relationships;

•retention of key employees;

•the possibility that we may have failed to discover obligations of acquired businesses or risks associated with those businesses during our due diligence investigations as part of the acquisition, which we, as a successor owner, may be responsible for or subject to; and

•provisions in contracts with third parties that may limit flexibility to take certain actions.

Loss of key personnel could impair the integration of acquired businesses, lead to loss of customers and a decline in revenues, or otherwise could have an adverse effect on our operations

Our success as a combined business with any prior or future acquired businesses will depend, in part, upon our ability to retain key employees, especially during the integration phase of the businesses. It is possible that the integration process could result in current and prospective employees of ours and the acquired business to experience uncertainty about their future roles with us, which could have an adverse effect on our ability to retain or recruit key managers and other employees. If, despite our retention and recruiting efforts, key employees depart, ~~or fail to continue employment with us,~~ the loss of their services and their experience and knowledge regarding our business or an acquired business could have an adverse effect on our future operating results and the successful ongoing operation of our businesses.

~~Our compensation structure may hinder our efforts~~Risks Related to ~~attract and retain vital employees~~

A portion of our total compensation program for our executive officers and key personnel includes the award of options to buy our Common Shares. If the market price of our Common Shares performs poorly, such performance may adversely affect our ability to retain or attract critical personnel. In addition, any changes made to our stock option policies, or to any other of our compensation practices, which are made necessary by governmental regulations or competitive pressures could adversely affect our ability to retain and motivate existing personnel and recruit new personnel. For example, any limit to total compensation which may be prescribed by the government or applicable regulatory authorities or any significant increases in personal income tax levels levied in countries where we have a significant operational presence may hurt our ability to attract or retain our executive officers or other employees whose efforts are vital to our success. Additionally, payments under our long-term incentive plan (the details of which are described in Item 11 of this Annual Report on Form 10-K) are dependent to a significant extent upon the future performance of our Company both in absolute terms and in comparison to similarly situated companies. Any failure to achieve the targets set under our long-term incentive plan could significantly reduce or eliminate payments made under this plan, which may, in turn, materially and adversely affect our ability to retain the key personnel who are subject to this plan.

~~Unexpected events may materially harm our ability to align when we incur expenses with when we recognize revenues~~

We incur operating expenses based upon anticipated revenue trends. Since a high percentage of these expenses are relatively fixed, a delay in recognizing revenues from transactions related to these expenses (such a delay may be due to the factors described elsewhere in this risk factor section or it may be due to other factors) could cause significant variations in operating results from quarter to quarter and could materially reduce operating income. If these expenses are not subsequently matched by revenues, our business, financial condition, or results of operations could be materially and adversely affected.

~~We may fail to achieve our financial forecasts due to inaccurate sales forecasts or other factors~~

Our revenues and particularly our new software license revenues are difficult to forecast, and, as a result, our quarterly operating results can fluctuate substantially. We use a “pipeline” system, a common industry practice, to forecast sales and trends in our business. By reviewing the status of outstanding sales proposals to our customers and potential customers, we make an estimate as to when a customer will make a purchasing decision involving our software products. These estimates are aggregated periodically to make an estimate of our sales pipeline, which we use as a guide to plan our activities and make internal financial forecasts. Our sales pipeline is only an estimate and may be an unreliable predictor of actual sales activity, both in a particular quarter and over a longer period of time. Many factors may affect actual sales activity, such as weakened economic conditions, which may cause our customers and potential customers to delay, reduce or cancel IT related purchasing decisions and the tendency of some of our customers to wait until the end of a fiscal period in the hope of obtaining more favorable terms from us. If actual sales activity differs from our pipeline estimate, then we may have planned our activities and budgeted incorrectly and this may adversely affect our business, operating results and financial condition. In addition, for newly acquired companies, we have limited ability to immediately predict how their pipelines will convert into sales or revenues following the acquisition and their conversion rate post-acquisition may be quite different from their historical conversion rate.

~~Our revenue and operating cash flows could be adversely affected in the short term as we continue to see more customers transition to our cloud offerings~~

Should we continue to see more of our customers selecting our subscription pricing and managed service offerings, with payments made over time rather than a perpetual license with upfront fees, this could, in some cases, result in instances where reported revenue and cash flow could be lower in the short term when compared to our historical perpetual license model, as well as varying between periods depending on our customers' preference to license our products or subscribe to our subscription-based or managed service offerings. While we expect that, over time, the transition to a cloud and subscription model will help our business to generate revenue growth by attracting new users and keeping our user base current as subscriptions allow users to receive the latest product updates and thereby increase recurring revenue per user, there is no guarantee that our short term revenue and operating cash will not be adversely affected during any ongoing transition period.

~~The restructuring of our operations may adversely affect our business or our finances and we may incur restructuring charges in connection with such actions~~

We often undertake initiatives to restructure or streamline our operations, particularly during the period post acquisition. We may incur costs associated with implementing a restructuring initiative beyond the amount contemplated when we first developed the initiative and these increased costs may be substantial. Additionally, such costs would adversely impact our results of operations for the periods in which those adjustments are made. We will continue to evaluate our operations, and may propose future restructuring actions as a result of changes in the marketplace, including the exit from less profitable operations or the decision to terminate products or services which are not valued by our customers. Any failure to successfully execute these initiatives on a timely basis may have a material adverse effect on our business, operating results and financial condition.

~~Fluctuations in foreign currency exchange rates could materially affect our financial results~~

Our Consolidated Financial Statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the month of the transaction. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. In addition, unexpected and dramatic devaluations of currencies in developing, as well as developed, markets could negatively affect our revenues from, and the value of the assets located in, those markets. Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item “Other income (expense) net” for Fiscal 2018, Fiscal 2017 and Fiscal 2016 were $4.8 million, $3.1 million, and $(1.9) million, respectively. While we use derivative financial instruments to attempt to reduce our net exposure to currency exchange rate fluctuations, fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, could continue to materially affect our financial results. These risks and their potential impacts may be exacerbated by Brexit and any policy changes resulting from the new U.S. administration. See “-The vote by the United Kingdom to leave the European Union (EU) could adversely affect us.”

~~Our international operations expose us to business, political and economic risks that could cause our operating results to suffer~~

We intend to continue to make efforts to increase our international operations and anticipate that international sales will continue to account for a significant portion of our revenues. These international operations are subject to certain risks and costs, including the difficulty and expense of administering business and compliance abroad, differences in business practices, compliance with domestic and foreign laws (including without limitation domestic and international import and export laws and regulations), costs related to localizing products for foreign markets, costs related to translating and distributing software products in a timely manner, and economic or political instability and uncertainties. International operations also tend to be subject to a longer sales and collection cycle. In addition, regulatory limitations regarding the repatriation of earnings may adversely affect the transfer of cash earned from foreign operations. Significant international sales may also expose us to greater risk from political and economic instability, unexpected changes in Canadian, United States or other governmental policies concerning import and export of goods and technology, regulatory requirements, tariffs and other trade barriers including potential renegotiations of NAFTA. As of the date of filing of this Annual Report on Form 10-K, the results of the renegotiations, including the possibility of U.S. withdrawal from NAFTA, remain unclear. Our business, operating results and financial condition may be adversely impacted by any changes resulting from the NAFTA renegotiations. Additionally, international earnings may be subject to taxation by more than one jurisdiction, which may materially adversely affect our effective tax rate. Also, international expansion may be difficult, time consuming, and costly. These risks and their potential impacts may be exacerbated by Brexit and any policy changes resulting from the new U.S. administration. See “-The vote by the United Kingdom to leave the EU could adversely affect us.” As a result, if revenues from international operations do not

~~offset the expenses of establishing and maintaining foreign operations, our business, operating results and financial condition will suffer.~~

~~The vote by the United Kingdom to leave the EU could adversely affect us~~

The June 2016 United Kingdom referendum on its membership in the EU resulted in a majority of United Kingdom voters voting to exit the EU (Brexit). We have operations in the United Kingdom and the EU, and as a result, we face risks associated with the potential uncertainty and disruptions that may follow Brexit, including with respect to volatility in exchange rates and interest rates and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets. For example, depending on the terms of Brexit, the United Kingdom could also lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members. Disruptions and uncertainty caused by Brexit may also cause our customers to closely monitor their costs and reduce their spending budget on our products and services. Any of these effects of Brexit, and others we cannot anticipate or that may evolve over time, could adversely affect our business, operating results and financial condition.

~~Our software products and services may contain defects that could harm our reputation, be costly to correct, delay revenues, and expose us to litigation~~

Our software products and services are highly complex and sophisticated and, from time to time, may contain design defects, software errors, hardware failures or other computer system failures that are difficult to detect and correct. Errors may be found in new software products or services or improvements to existing products or services after delivery to our customers. If these defects are discovered, we may not be able to successfully correct such errors in a timely manner. In addition, despite the extensive tests we conduct on all our software products or services, we may not be able to fully simulate the environment in which our products or services will operate and, as a result, we may be unable to adequately detect the design defects or software or hardware errors which may become apparent only after the products are installed in an end-user's network, and after users have transitioned to our services. The occurrence of errors and failures in our software products or services could result in the delay or the denial of market acceptance of our products and alleviating such errors and failures may require us to make significant expenditure of our resources. Customers often use our services and solutions for critical business processes and as a result, any defect or disruption in our solutions, any data breaches or misappropriation of proprietary information, or any error in execution, including human error or intentional third-party activity such as denial of service attacks or hacking, may cause customers to reconsider renewing their contract with us. The errors in or failure of our software products and services could also result in us losing customer transaction documents and other customer files, causing significant customer dissatisfaction and possibly giving rise to claims for monetary damages. The harm to our reputation resulting from product and service errors and failures may be material. Since we regularly provide a warranty with our software products, the financial impact of fulfilling warranty obligations may be significant in the future. Our agreements with our strategic partners and end-users typically contain provisions designed to limit our exposure to claims. These agreements regularly contain terms such as the exclusion of all implied warranties and the limitation of the availability of consequential or incidental damages. However, such provisions may not effectively protect us against claims and the attendant liabilities and costs associated with such claims. Any claims for actual or alleged losses to our customers’ businesses may require us to spend significant time and money in litigation or arbitration or to pay significant settlements or damages. Defending a lawsuit, regardless of merit, can be costly and would divert management’s attention and resources. Although we maintain errors and omissions insurance coverage and comprehensive liability insurance coverage, such coverage may not be adequate to cover all such claims. Accordingly, any such claim could negatively affect our business, operating results or financial condition.

~~Our software products rely on the stability of infrastructure software that, if not stable, could negatively impact the effectiveness of our products, resulting in harm to our reputation and business~~

Our development of Internet and intranet applications depends on the stability, functionality and scalability of the infrastructure software of the underlying intranet, such as the infrastructure software produced by Hewlett-Packard, Oracle, Microsoft and others. If weaknesses in such infrastructure software exist, we may not be able to correct or compensate for such weaknesses. If we are unable to address weaknesses resulting from problems in the infrastructure software such that our software products do not meet customer needs or expectations, our reputation, and consequently, our business may be significantly harmed.

~~Risks associated with the evolving use of the Internet, including changing standards, competition, and regulation and associated compliance efforts, may adversely impact our business~~

The use of the Internet as a vehicle for electronic data interchange (EDI), and related services currently raises numerous issues, including reliability, data security, data integrity and rapidly evolving standards. New competitors, which may include

media, software vendors and telecommunications companies, offer products and services that utilize the Internet in competition with our products and services and may be less expensive or process transactions and data faster and more efficiently. Internet-based commerce is subject to increasing regulation by Canadian, U.S. federal and state and foreign governments, including in the areas of data privacy and breaches, and taxation. Laws and regulations relating to the solicitation, collection, processing or use of personal or consumer information could affect our customers’ ability to use and share data, potentially reducing demand for Internet-based solutions and restricting our ability to store, process, analyze and share data through the Internet. Although we believe that the Internet will continue to provide opportunities to expand the use of our products and services, we cannot ensure that our efforts to exploit these opportunities will be successful or that increased usage of the Internet for business integration products and services or increased competition, and regulation will not adversely affect our business, results of operations and financial condition.

~~Business disruptions, including those related to data security breaches, may adversely affect our operations~~

Our business and operations are highly automated and a disruption or failure of our systems may delay our ability to complete sales and to provide services. Business disruptions can be caused by several factors, including natural disasters, terrorist attacks, power loss, telecommunication and system failures, computer viruses, physical attacks and cyber-attacks. A major disaster or other catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems, including our cloud services, could severely affect our ability to conduct normal business operations. We operate data centers in various locations around the world and although we have redundancy capability built into our disaster recovery plan, we cannot ensure that our systems and data centers will remain fully operational during and immediately after a disaster or disruption. We also rely on third parties that provide critical services in our operations and despite our diligence around their disaster recovery processes, we cannot provide assurances as to whether these third party service providers can maintain operations during a disaster or disruption. Any business disruption could negatively affect our business, operating results or financial condition.

In addition, if data security is compromised, this could materially and adversely affect our operating results given that we have customers that use our systems to store and exchange large volumes of proprietary and confidential information and the security and reliability of our services are significant to these customers. We have experienced attempts by third parties to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers' or service providers' cloud offerings and other products and systems. If our products or systems, or the products or systems of third-party service providers on whom we rely, are attacked or accessed by unauthorized parties, it could lead to major disruption or denial of service and access to or loss, modification or theft of our and our customers' data which may involve us having to spend material resources on correcting the breach and indemnifying the relevant parties which could have adverse effects on our reputation, business, operating results and financial condition.

~~Unauthorized disclosures and breaches of data security may adversely affect our operations~~

Most of the jurisdictions in which we operate have laws and regulations relating to data privacy, security and protection of information. We have certain measures to protect our information systems against unauthorized access and disclosure of personal information and of our confidential information and confidential information belonging to our customers. We have policies and procedures in place dealing with data security and records retention. However, there is no assurance that the security measures we have put in place will be effective in every case. Breaches in security could result in a negative impact for us and for our customers, adversely affecting our and our customers' businesses, assets, revenues, brands and reputations and resulting in penalties, fines, litigation, regulatory proceedings and other potential liabilities, in each case depending on the nature of the information disclosed. Security breaches could also affect our relations with our customers, injure our reputation and harm our ability to keep existing customers and to attract new customers. Some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data, and in some cases our agreements with certain customers require us to notify them in the event of a data security incident. Such mandatory disclosures could lead to negative publicity and may cause our current and prospective customers to lose confidence in the effectiveness of our data security measures. These risks to our business may increase as we expand the number of web-based and cloud-based products and services we offer and as we increase the number of countries in which we operate.

~~Our revenues and operating results are likely to fluctuate, which could materially impact the market price of our Common Shares~~

~~We experience significant fluctuations in revenues and operating results caused by many factors, including:~~

~~Changes in the demand for our software products and services and for the products and services of our competitors;~~

~~The introduction or enhancement of software products and services by us and by our competitors;~~

~~Market acceptance of our software products, enhancements and/or services;~~

~~Delays in the introduction of software products, enhancements and/or services by us or by our competitors;~~

~~Customer order deferrals in anticipation of upgrades and new software products;~~

~~Changes in the lengths of sales cycles;~~

~~Changes in our pricing policies or those of our competitors;~~

~~Delays in software product implementation with customers;~~

~~Change in the mix of distribution channels through which our software products are licensed;~~

~~Change in the mix of software products and services sold;~~

~~Change in the mix of international and North American revenues;~~

~~Changes in foreign currency exchange rates, LIBOR and other applicable interest rates;~~

~~Acquisitions and the integration of acquired businesses;~~

~~Restructuring charges taken in connection with any completed acquisition or otherwise;~~

~~Outcome and impact of tax audits and other contingencies;~~

~~Investor perception of our Company;~~

~~Changes in earnings estimates by securities analysts and our ability to meet those estimates;~~

~~Changes in laws and regulations affecting our business;~~

~~Changes in general economic and business conditions; and~~

Changes in general political developments, such as the impact of Brexit, any further policy changes resulting from the new U.S. administration, international trade policies and policies taken to stimulate or to preserve national economies including potential changes to NAFTA.

A general weakening of the global economy or a continued weakening of the economy in a particular region or economic or business uncertainty could result in the cancellation of or delay in customer purchases. A cancellation or deferral of even a small number of license sales or services or delays in the implementation of our software products could have a material adverse effect on our business, operating results and financial condition. As a result of the timing of software product and service introductions and the rapid evolution of our business as well as of the markets we serve, we cannot predict whether patterns or trends experienced in the past will continue. For these reasons, you should not rely upon period-to-period comparisons of our financial results to forecast future performance. Our revenues and operating results may vary significantly and this possible variance could materially reduce the market price of our Common Shares.

~~Our sales to government clients expose us to business volatility and risks, including government budgeting cycles and appropriations, early termination, audits, investigations, sanctions and penalties~~

We derive revenues from contracts with U.S. and Canadian federal, state, provincial and local governments, and other foreign governments and their respective agencies, which may terminate most of these contracts at any time, without cause. There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending. Further, our U.S. federal government contracts are subject to the approval of appropriations made by the U.S. Congress to fund the expenditures under these contracts. Similarly, our contracts with U.S. state and local governments, Canadian federal, provincial and local governments and other foreign governments and their agencies are generally subject to government funding authorizations. Additionally, government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

~~Changes in the market price of our Common Shares and credit ratings of our outstanding debt securities could lead to losses for shareholders and debt holders~~

The market price of our Common Shares and credit ratings of our outstanding debt securities are subject to fluctuations. Such fluctuations in market price or credit ratings may continue in response to: (i) quarterly and annual variations in operating results; (ii) announcements of technological innovations or new products or services that are relevant to our industry; (iii) changes in financial estimates by securities analysts; (iv) changes to the ratings or outlook of our outstanding debt securities by rating agencies; or (v) other events or factors. In addition, financial markets experience significant price and volume fluctuations that particularly affect the market prices of equity securities of many technology companies. These fluctuations have often resulted from the failure of such companies to meet market expectations in a particular quarter, and thus such fluctuations may or may not be related to the underlying operating performance of such companies. Broad market fluctuations or any failure of our operating results in a particular quarter to meet market expectations may adversely affect the market price of our Common Shares or the credit ratings of our outstanding debt securities. Occasionally, periods of volatility in the market price of a company's securities may lead to the institution of securities class action litigation against a company. If we are subject to such volatility in our stock price, we may be the target of such securities litigation in the future. Such legal action could result in substantial costs to defend our interests and a diversion of management's attention and resources, each of which would have a material adverse effect on our business and operating results.

~~We may become involved in litigation that may materially adversely affect us~~

From time to time in the ordinary course of our business, we may become involved in various legal proceedings, including commercial, product liability, employment, class action and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.Regulatory Compliance

Our provision for income taxes and effective income tax rate may vary significantly and may adversely affect our results of operations and cash resources

Significant judgment is required in determining our provision for income taxes. Various internal and external factors may have favorable or unfavorable effects on our future provision for income taxes, income taxes receivable and our effective income tax rate. These factors include, but are not limited to, changes in tax laws, regulations and/or rates, ~~including the Tax Cuts and Jobs Act which was enacted in the United States on December 22, 2017,~~ results of audits by tax authorities, changing interpretations of existing tax laws or regulations, changes in estimates of prior years' items, the impact of transactions we complete, future levels of research and development spending, changes in the valuation of our deferred tax assets and liabilities, transfer pricing adjustments, changes in the overall mix of income among the different jurisdictions in which we operate and changes in overall levels of income before taxes. Changes in the tax laws of various jurisdictions in which we do business could result from the base erosion and profit shifting (BEPS) project being undertaken by the Organization for Economic Co-operation and Development (OECD). The OECD, a coalition of member countries, has been developing recommendations for international tax rules to address different types of BEPS, including situations in which profits are shifted (or payments are made) from higher tax jurisdictions to lower tax jurisdictions. Adoption of these recommendations (or other changes in law or policy) by the countries in which we do business could adversely affect our provision for income taxes and our effective tax rate. Furthermore, new accounting pronouncements or new interpretations of existing accounting pronouncements, ~~(such as those that may be described in note 2 “Recent Accounting Pronouncements” in our notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K),~~ and/or any internal restructuring initiatives we may implement from time to time to streamline our operations, can have a material impact on our effective income tax rate. In July 2016, we implemented a reorganization of our subsidiaries worldwide with the view to continuing to enhance operational and administrative efficiencies through further consolidated ownership, management, and development of our intellectual property (IP) in Canada, continuing to reduce the number of entities in our group and working towards our objective of having a single operational legal entity in each jurisdiction.

Tax examinations are often complex as tax authorities may disagree with the treatment of items reported by us and our

transfer pricing methodology based upon our limited risk distributor model, the result of which could have a material adverse effect on our financial condition and results of operations. Although we believe our estimates are reasonable, the ultimate outcome with respect to the taxes we owe may differ from the amounts recorded in our financial statements, and this difference may materially affect our financial position and financial results in the period or periods for which such determination is made.

On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changed the existing US tax laws, including a reduction in the federal corporate tax rate from 35% to 21%, and the transition of US international taxation from a worldwide tax system to a partially territorial tax system. As a result of the enactment of the legislation, the Company incurred a provisional one-time tax expense of $19.0 million for the year ended June 30, 2018, primarily related to the transition tax on accumulated foreign earnings and the re-measurement of certain deferred tax assets and liabilities. The portion of this anticipated increase to tax expense attributable to the transition tax is payable over a period of up to eight years. The impact of the $19.0 million adjustment resulting from the US legislation on the effective tax rate is an increase of 4.9% for the year ended June 30, 2018. The $19.0 million is a provisional amount in respect of Alternative Minimum Tax (AMT), and transition tax on accumulated foreign earnings in accordance with Staff Accounting Bulletin 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118). The finalization of the provisional one-time amount is pending finalization of considerations related to undistributed foreign earnings and evaluating whether any portion of our existing AMT credit carryforwards are not expected to be refundable as a result of the repeal of corporate AMT, which may result in changes to the provisional amount during the SAB 118 measurement period. The Company continues to assess the impact of the new law on its consolidated financial statements and anticipates finalizing the determination on or before December 22, 2018 in accordance with SAB 118.

For more ~~details of~~information on tax audits to which we are subject, ~~and the impact of the recently enacted Tax Cuts and Jobs Act in the United States,~~ see notes 1314 "Guarantees and Contingencies" and 1415 "Income Taxes"~~, respectively,~~ to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

As part of athe ongoing audit of our Canadian tax ~~examination~~returns by the ~~United States Internal~~Canada Revenue ~~Service (IRS)~~Agency (CRA), we have received ~~a Notice~~notices of Proposed Adjustment (NOPA) proposing a material increase to our taxes arising from the reorganization in Fiscal 2010 and an additional NOPA proposing a material increase to our taxes arising in connection with our integration of Global 360 inreassessment for Fiscal 2012, ~~into~~Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 and the ~~structure that resulted from our reorganization.~~CRA is currently auditing Fiscal 2017. An adverse outcome of these ~~tax examinations~~ongoing audits could have a material adverse effect on our financial position and results of operations.

As part of its ongoing audit of our Canadian tax returns, the CRA has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2021, in connection with the CRA’s reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $74 million. As of June 30, 2021, we have ~~previously disclosed,~~provisionally paid approximately $28 million in order to fully preserve our rights to object to the ~~United States IRS~~CRA’s audit positions, being the minimum payment required under Canadian legislation while the matter is ~~examining certain~~in dispute. This amount is recorded within “Long-term income taxes recoverable” on our Consolidated Balance Sheets as of June 30, 2021.

The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as impose a 10% penalty on the proposed adjustment to income. Audits by the CRA of our tax returns for ~~our~~ fiscal ~~year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010~~years prior to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Consolidated Financial Statements.

We previously disclosed that, as part of these examinations, on July 17, 2015 we received from the IRS an initial Notice of Proposed Adjustment (NOPA) in draft form proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010, plus penalties and interest, and that we expected to receive an additional NOPA proposing an increase to our U.S. federal taxes for Fiscal 2012 ~~arising from the integration~~have been completed with no reassessment of Global 360 Holding Corp. into the structure that resulted from the reorganization, accompanied by proposed penalties and interest. We also previously disclosed that the draft NOPA could be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment by assigning a higher value to our ~~intellectual property.~~income tax liability.

On July 11, 2018, we received from the IRS a revised draft NOPA proposing an increase to our U.S. federal taxes for Fiscal 2010 (the 2010 NOPA) and a draft NOPA proposing an increase to our U.S. federal taxes for Fiscal 2012 (the 2012 NOPA), respectively. A NOPA is an IRS position and does not impose an obligation to pay tax. After evaluation of these NOPAs, we continue toWe strongly disagree with the ~~IRS’~~CRA’s positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 (including any penalties) are without merit. We have filed notices of objection for Fiscal 2012,

Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016. We are currently seeking competent authority consideration under applicable international treaties in respect of these reassessments.

Even if we are unsuccessful in challenging the CRA’s reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

The CRA is also currently auditing Fiscal 2017 on a basis that we strongly disagree with and will vigorously contest. The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada in July 2016. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. In conjunction with the Fiscal 2017 audit, the CRA issued a proposal letter dated April 7, 2021 (Proposal Letter) indicating to us that it proposes to reduce the depreciable basis of these assets. We are currently engaged in dialogue with the CRA regarding the 2017 audit and expect to be making extensive submissions in support of our position shortly. CRA’s currently-proposed position for Fiscal 2017 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s currently-proposed position for Fiscal 2017 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. If the CRA determines to reassess on the basis of its position set forth in the Proposal Letter and we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $470 million. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 and intend to vigorously defend our original filing position.

We will continue to vigorously contest the proposed adjustments to our taxable ~~income.~~

~~We currently estimate our potential aggregate liability, as of June 30, 2018, in connection with these ongoing matters with the IRS, including additional state~~ income ~~taxes plus penalties~~and any penalty and interest that may be due, to be approximately $725 million, comprised of approximately $455 million in U.S. federal and state taxes, approximately $105 million of penalties, and approximately $165 million of interest,assessments, as ~~further described in Note 13 "Guarantees and Contingencies"~~well as any proposed reduction to the ~~Consolidated Financial Statements included in this Annual Report on Form 10-K.~~

~~Based on our discussions with the IRS and the fact that the adjustments proposed in these NOPAs reflect the IRS’ own asserted valuations~~basis of our intangible property, we do not expect the IRS to further revise the NOPAs to increase any of their proposed adjustments to our U.S. federal income taxes (subject to the continued accrual of interest, as noted above).

~~We strongly disagree with the IRS’ position and intend to vigorously contest the proposed adjustments to our taxable income.~~depreciable property. We are examining various alternatives available to taxpayers to contest the proposed adjustments. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. Asconfident that our original tax filing positions were appropriate. Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any ~~material~~ accruals in respect of these ~~examinations~~reassessments or proposed reassessment in our Consolidated Financial Statements. AnHowever, an adverse outcome of any of these ~~tax examinations~~reassessments or proposed reassessment could have a material adverse effect on our financial position and results of operations. The CRA has also advised us that they are currently in preliminary stages of auditing Fiscal 2018 and Fiscal 2019.

For further details ~~of this~~on these and other tax audits to which we are subject, see notes ~~13 "Guarantees~~14 “Guarantees and ~~Contingencies"~~Contingencies” and ~~14 "Income Taxes"~~15 “Income Taxes” to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

~~The declaration, payment and amount of dividends will be made at the discretion of our Board of Directors and will depend on a number of factors~~

We have adopted a policy to declare non-cumulative quarterly dividends on our Common Shares. The declaration, payment and amount of any dividends will be made pursuant to our dividend policy and is subject to final determination each quarter by our Board of Directors in its discretion based on a number of factors that it deems relevant, including our financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that our Board of Directors may conclude would be in the best interest of our shareholders. Our dividend payments are subject to relevant contractual limitations, including those in our existing credit agreements and to solvency conditions established by the ~~Canada Business Corporations Act~~ (CBCA), the statute under which we are incorporated. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that our Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends at any time in the future.

~~Our operating results could be adversely affected by any weakening of economic conditions~~

markets, concerns regarding the stability and viability of major financial institutions, declines in gross domestic product, increases in unemployment, volatility in commodity prices and worldwide stock markets, excessive government debt and disruptions to global trade. The severity and length of time that a downturn in economic and financial market conditions may persist, as well as the timing, strength and sustainability of any recovery, are unknown and are beyond our control. Recently, Brexit and its impact on the United Kingdom and the EU, as well as any policy changes resulting from the new U.S. administration, have raised additional concerns regarding economic uncertainties. Moreover, any instability in the global economy affects countries in different ways, at different times and with varying severity, which makes the impact to our business complex and unpredictable. During such downturns, many customers may delay or reduce technology purchases. Contract negotiations may become more protracted or conditions could result in reductions in the licensing of our software products and the sale of cloud and other services, longer sales cycles, pressure on our margins, difficulties in collection of accounts receivable or delayed payments, increased default risks associated with our accounts receivables, slower adoption of new technologies and increased price competition. In addition, deterioration of the global credit markets could adversely impact our ability to complete licensing transactions and services transactions, including maintenance and support renewals. Any of these events, as well as a general weakening of, or declining corporate confidence in, the global economy, or a curtailment in government or corporate spending could delay or decrease our revenues and therefore have a material adverse effect on our business, operating results and financial condition.

Risks associated with data privacy issues, including evolving laws and regulations and associated compliance efforts, may adversely impact our business

Our business depends on the processing of personal data, including data transfer between our affiliated entities, to and from our business partners and customers, and with third-party service providers. The laws and regulations relating to personal data constantly evolve, as federal, state and foreign governments continue to adopt new measures addressing data privacy and processing (including collection, storage, transfer, disposal and use) of personal data. Moreover, the interpretation and application of many existing or recently enacted privacy and data protection laws and regulations in the European Union, the U.S. and elsewhere are uncertain and fluid, and it is possible that such laws and regulations may be interpreted or applied in a manner that is inconsistent with our existing data management practices or the features of our products and services. Any such new laws or regulations, any changes to existing laws and regulations and any such interpretation or application may affect demand for our products and services, impact our ability to effectively transfer data across borders in support of our business operations or increase the cost of providing our products and services. Additionally, any actual or perceived breach of such laws or regulations may subject us to claims and may lead to administrative, civil or criminal liability, as well as reputational harm to our Company and ~~its~~our employees. We could also be required to fundamentally change our business activities and practices, or modify our products and services, which could have an adverse effect on our business.

In the U.S., various laws and regulations apply to the collection, processing, transfer, disposal, unauthorized disclosure and security of personal data. For example, data protection laws passed by ~~most~~all states within the U.S. require notification to users when there is a security breach for personal data. Additionally, the Federal Trade Commission (FTC) and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, transfer and security of data. The U.S. Congress and state legislatures, along with federal regulatory authorities, have recently increased their attention to matters concerning personal data, and this may result in new legislation which could increase the cost of compliance. For example, the California Consumer Privacy Act of 2018 (CCPA) came into effect on January 1, 2020. The CCPA requires companies that process information of California residents to make new disclosures to consumers about their

data collection, use and sharing practices, allows consumers to access and request deletion of their data and opt out of certain data sharing with third parties and provides a new private right of action for data breaches. Violations of the CCPA are enforced by the California Attorney General with sizeable civil penalties, particularly for violations that impact large numbers of consumers. Further, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (CPRA), which significantly modifies the CCPA with additional data privacy compliance requirements, expands consumers' rights with respect to certain sensitive personal information and establishes a regulatory agency dedicated to enforcing the requirements of the CCPA and CPRA. It remains unclear how various provisions of the CCPA and CPRA will be interpreted and enforced. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us or our clients.

~~In the European Union, some~~Some of our operations are subject to the European Union’s General Data Protection Regulation (GDPR), which took effect from May 25, ~~2018.~~2018, including as it forms part of the United Kingdom's retained EU law (as defined in the European Union (Withdrawal) Act 2018). The GDPR introduces a number of new obligations for subject companies and we will need to continue dedicating financial resources and management time to GDPR ~~compliance in the coming months.~~compliance. The GDPR enhances the obligations placed on companies that control or process personal data including, for example, expanded disclosures about how personal data is to be used, new mechanisms for obtaining consent from data subjects, new controls for data subjects with respect to their personal data (including by enabling them to exercise rights to erasure and data portability), limitations on retention of personal data and mandatory data breach notifications. Additionally, the GDPR places companies under new obligations relating to data transfers and the security of the personal data they process. The GDPR provides that supervisory authorities in the European Union may impose administrative fines for certain infringements of the GDPR of up to EUR 20,000,000, or 4% of an undertaking’s total, worldwide, annual turnover of the preceding financial year, whichever is higher. Individuals who have suffered damage as a result of a subject company’s non-compliance with the GDPR also have the right to seek compensation from such company. Given the breadth of the GDPR, compliance with its requirements is likely to continue to require significant expenditure of resources on an ongoing basis, and there can be no assurance that the measures we have taken for the purposes of compliance will be successful in preventing ~~breach~~violation of the GDPR. Given the potential fines, liabilities and damage to our reputation in the event of an actual or perceived ~~breach~~violation of the GDPR, such a ~~breach~~violation may have ana material adverse effect on our business and operations.

In light of the recent decision of the Court of Justice of the European Union in Data Protection Commissioner vs Facebook Ireland Limited and Maximillian Schrems (C-311/118), there is currently ongoing uncertainty with respect to the legality of certain transfers of personal data from the European Economic Area (EEA) and the United Kingdom to so-called "third countries" outside the EEA, including the U.S. and Canada. In addition to the increased legal risk in the event of any such transfers, additional costs might also need to be incurred in order to implement necessary safeguards to comply with GDPR.

Outside of the U.S. and the European Union, many jurisdictions have adopted or are adopting new data privacy laws that may impose further onerous compliance requirements, such as data localization, which prohibits companies from storing and/or processing outside the jurisdiction data relating to resident individuals. The proliferation of such laws within the jurisdictions in which we operate may result in conflicting and contradictory requirements, particularly in relation to evolving technologies such as cloud computing. Any failure to successfully navigate the changing regulatory landscape could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, results of operations and financial condition.

Privacy-related claims or lawsuits initiated by governmental bodies, customers or other third parties, whether meritorious or not, could be time consuming, result in costly regulatory proceedings, litigation, penalties, ~~and~~ fines, or other potential liabilities, or require us to change our business practices, sometimes in expensive ~~ways, or other potential liabilities.~~ways. Unfavorable publicity regarding our privacy practices could ~~injure~~damage our reputation, harm our ability to keep existing customers or attract new customers or otherwise adversely affect our business, assets, revenue ~~brands~~ and brands.

Certain of our products may be perceived as, or determined by the courts to be, a violation of privacy rights and related laws. Any such perception or determination could adversely affect our revenues and results of operations.

Because of the nature of certain of our products, including those relating to digital investigations, potential customers and purchasers of our products or the general public may perceive that the use of these products results in violations of individual privacy rights. In addition, certain courts or regulatory authorities could determine that the use of our software solutions or other products is a violation of privacy laws, particularly in jurisdictions outside of the United States. Any such determination or perception by potential customers and purchasers, the general public, government entities or the judicial system could harm our reputation and adversely affect our revenues and results of operations.

Risks Related to our Financial Condition

We may not generate sufficient cash flow to satisfy our unfunded pension obligations

For more information on our pension obligations, see note 12 "Pension Plans and Other Post Retirement Benefits" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Fluctuations in foreign currency exchange rates could materially affect our financial results

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item “Other income (expense) net” for Fiscal 2021, Fiscal 2020 and Fiscal 2019 were ($1.3) million, ($4.2) million, and ($4.3) million, respectively. While we use derivative financial instruments to attempt to reduce our net exposure to currency exchange rate fluctuations, fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, could materially affect our financial results. These risks and their potential impacts may be exacerbated by the ongoing COVID-19 pandemic, Brexit, as defined below, and any policy changes, including those resulting from trade and tariff disputes. See "The COVID-19 pandemic has and is expected to further negatively affect our business, operations and financial performance" and “The impact of Brexit could adversely affect us”.

Our indebtedness could limit our operations and opportunities

Our debt service obligations could have an adverse effect on our earnings and cash flows for as long as the indebtedness is outstanding, which could reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes.

As of June 30, 2021, our credit facilities consisted of a $1.0 billion term loan facility (Term Loan B) and a $750 million committed revolving credit facility (the Revolver). Borrowings under Term Loan B and the Revolver, if any, are or will be secured by a first charge over substantially all of our assets.

Repayments made under Term Loan B are equal to 0.25% of the original principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. As of June 30, 2021, we had no outstanding balance under the Revolver. The terms of Term Loan B and the Revolver include customary restrictive covenants that impose operating and financial restrictions on us, including restrictions on our ability to take actions that could be in our best interests. These restrictive covenants include certain limitations on our ability to make investments, loans and acquisitions, incur additional debt, incur liens and encumbrances, consolidate, amalgamate or merge with any other person, dispose of assets, make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness, engage in transactions with affiliates, materially alter the business we conduct, and enter into certain restrictive agreements. Term Loan B and the Revolver includes a financial covenant relating to a maximum consolidated net leverage ratio, which could restrict our operations, particularly our ability to respond to changes in our business or to take specified actions. Our failure to comply with any of the covenants that are included in Term Loan B and the Revolver could result in a default under the terms thereof, which could permit the lenders thereunder to declare all or part of any outstanding borrowings to be immediately due and payable.

As of June 30, 2021, we also have $850 million in aggregate principal amount of our 5.875% senior unsecured notes due 2026 (Senior Notes 2026), $900 million in aggregate principal amount of 3.875% Senior Notes due 2028 (Senior Notes 2028) and $900 million in aggregate principal amount of 4.125% Senior Notes due 2030 (Senior Notes 2030 and together with the Senior Notes 2028 and Senior Notes 2026, the Senior Notes) outstanding, respectively issued in private placements to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to

Regulation S under the Securities Act. Our failure to comply with any of the covenants that are included in the indentures governing the Senior Notes could result in a default under the terms thereof, which could result in all or a portion of the Senior Notes to be immediately due and payable.

Our Term Loan B and Revolver have variable rates of interest, some of which use London Inter-Bank Offered Rate (LIBOR) as a benchmark. All CHF, EUR, GBP, and JPY LIBOR settings and the one-week and two-month USD LIBOR setting will either cease to be provided by any administrator or no longer continue to be representative after December 31, 2021 and the remaining USD LIBOR settings will either cease to be provided by any administrator or no longer continue to be representative after June 30, 2023. As a result, any financial instruments or agreements using LIBOR as a benchmark interest rate may be adversely affected. This discontinuance of LIBOR may exacerbate the risk to us of increased interest rates, and our business, prospects, financial condition and results of operations could be materially adversely affected. Although our Term Loan B and Revolver include mechanics to facilitate the adoption by us and our lenders of an alternative benchmark rate in place of LIBOR, no assurance can be made that such alternative rate will perform in a manner similar to LIBOR and may result in interest rates that are higher or lower than those that would have resulted had LIBOR remained in effect.

The risks discussed above would be increased to the extent that we engage in acquisitions that involve the incurrence of material additional debt, or the acquisition of businesses with material debt, and such incurrences or acquisitions could potentially negatively impact the ratings or outlook of the rating agencies on our outstanding debt securities and the market price of our common shares.

For more information on our indebtedness, see note 11 "Long-Term Debt" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Risks Related to Ownership of our Common Stock

Our revenues and operating results are likely to fluctuate, which could materially impact the market price of our Common Shares

We experience significant fluctuations in revenues and operating results caused by many factors, including:

•Impact of the ongoing COVID-19 pandemic and actual or potential resurgences on our business and on general economic and business conditions;

•Changes in the demand for our software products and services and for the products and services of our competitors;

•The introduction or enhancement of software products and services by us and by our competitors;

•Market acceptance of our software products, enhancements and/or services;

•Delays in the introduction of software products, enhancements and/or services by us or by our competitors;

•Customer order deferrals in anticipation of upgrades and new software products;

•Changes in the lengths of sales cycles;

•Changes in our pricing policies or those of our competitors;

•Delays in software product implementation with customers;

•Change in the mix of distribution channels through which our software products are licensed;

•Change in the mix of software products and services sold;

•Change in the mix of international and North American revenues;

•Changes in foreign currency exchange rates, LIBOR and other applicable interest rates (including the expected replacement of LIBOR as a benchmark rate);

•Acquisitions and the integration of acquired businesses;

•Restructuring charges taken in connection with any completed acquisition or otherwise;

•Outcome and impact of tax audits and other contingencies;

•Investor perception of our Company;

•Changes in earnings estimates by securities analysts and our ability to meet those estimates;

•Changes in laws and regulations affecting our business, including data privacy and cybersecurity laws and regulations;

•Changes in general economic and business conditions, including the impact of the COVID-19 pandemic and the resulting supply chain disruptions and global micro-chip shortages; and

•Changes in general political developments, such as the impact of Brexit, changes to international trade policies and policies taken to stimulate or to preserve national economies.

A general weakening of the global economy or a continued weakening of the economy in a particular region or economic or business uncertainty could result in the cancellation of or delay in customer purchases. A cancellation or deferral of even a small number of license sales or services or delays in the implementation of our software products could have a material adverse effect on our business, operating results and financial condition. As a result of the timing of software product and service introductions and the rapid evolution of our business as well as of the markets we serve, we cannot predict whether patterns or trends experienced in the past will continue. For these reasons, you should not rely upon period-to-period comparisons of our financial results to forecast future performance. Our revenues and operating results may vary significantly, and this possible variance could materially reduce the market price of our Common Shares.

Changes in the market price of our Common Shares and credit ratings of our outstanding debt securities could lead to losses for shareholders and debt holders

The market price of our Common Shares and credit ratings of our outstanding debt securities are subject to fluctuations. Such fluctuations in market price or credit ratings may continue in response to: (i) quarterly and annual variations in operating results; (ii) announcements of technological innovations or new products or services that are relevant to our industry; (iii) changes in financial estimates by securities analysts; (iv) changes to the ratings or outlook of our outstanding debt securities by rating agencies; (v) impacts of the COVID-19 pandemic and related economic conditions or (vi) other events or factors. In addition, financial markets experience significant price and volume fluctuations that particularly affect the market prices of equity securities of many technology companies. These fluctuations have often resulted from the failure of such companies to meet market expectations in a particular quarter, and thus such fluctuations may or may not be related to the underlying operating performance of such companies. Broad market fluctuations or any failure of our operating results in a particular quarter to meet market expectations may adversely affect the market price of our Common Shares or the credit ratings of our outstanding debt securities. Additionally, short sales, hedging and other derivative transactions in our Common Shares and technical factors in the public trading market for our Common Shares may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our Common Shares, access to margin debt, trading in options and other derivatives on our Common Shares and other technical trading factors. Occasionally, periods of volatility in the market price of a company's securities may lead to the institution of securities class action litigation against a company. If we are subject to such volatility in our market price, we may be the target of such securities litigation in the future. Such legal action could result in substantial costs to defend our interests and a diversion of management's attention and resources, each of which would have a material adverse effect on our business and operating results.

General Risks

Unexpected events may materially harm our ability to align when we incur expenses with when we recognize revenues

We incur operating expenses based upon anticipated revenue trends. Since a high percentage of these expenses are relatively fixed, a delay in recognizing revenues from transactions related to these expenses (such a delay may be due to the factors described herein or it may be due to other factors) could cause significant variations in operating results from quarter to quarter and could materially reduce operating income. If these expenses are not subsequently matched by revenues, our business, financial condition, or results of operations could be materially and adversely affected.

We may fail to achieve our financial forecasts due to inaccurate sales forecasts or other factors

Our revenues and particularly our new software license revenues are difficult to forecast, and, as a result, our quarterly operating results can fluctuate substantially. Sales forecasts may be particularly inaccurate or unpredictable given the extraordinary nature of the COVID-19 pandemic. We use a “pipeline” system, a common industry practice, to forecast sales and trends in our business. By reviewing the status of outstanding sales proposals to our customers and potential customers, we make an estimate as to when a customer will make a purchasing decision involving our software products. These estimates are aggregated periodically to make an estimate of our sales pipeline, which we use as a guide to plan our activities and make internal financial forecasts. Our sales pipeline is only an estimate and may be an unreliable predictor of actual sales activity, both in a particular quarter and over a longer period of time. Many factors may affect actual sales activity, such as weakened economic conditions, which may cause our customers and potential customers to delay, reduce or cancel information technology-related purchasing decisions and the tendency of some of our customers to wait until the end of a fiscal period in the hope of obtaining more favorable terms from us. If actual sales activity differs from our pipeline estimate, then we may have planned our activities and budgeted incorrectly, and this may adversely affect our business, operating results and financial condition. In addition, for newly acquired companies, we have limited ability to immediately predict how their pipelines will convert into sales or revenues following the acquisition and their conversion rate post-acquisition may be quite different from their historical conversion rate.

Our international operations expose us to business, political and economic risks that could cause our operating results to suffer

We intend to continue to make efforts to increase our international operations and anticipate that international sales will continue to account for a significant portion of our revenues. These international operations are subject to certain risks and costs, including the difficulty and expense of administering business and compliance abroad, differences in business practices, compliance with domestic and foreign laws (including without limitation domestic and international import and export laws and regulations and the Foreign Corrupt Practices Act, including potential violations by acts of agents or other intermediaries), costs related to localizing products for foreign markets, costs related to translating and distributing software products in a timely manner, costs related to increased financial accounting and reporting burdens and complexities, longer sales and collection cycles for accounts receivables, failure of laws or courts to protect our intellectual property rights adequately, local competition, and economic or political instability and uncertainties, including inflation, recession, interest rate fluctuations and actual or anticipated military or geopolitical conflicts. International operations also tend to be subject to a longer sales and collection cycle. In addition, regulatory limitations regarding the repatriation of earnings may adversely affect the transfer of cash earned from international operations. Significant international sales may also expose us to greater risk from political and economic instability, unexpected changes in Canadian, United States or other governmental policies concerning import and export of goods and technology, regulatory requirements, tariffs and other trade barriers. Additionally, international earnings may be subject to taxation by more than one jurisdiction, which may materially adversely affect our effective tax rate. Also, international expansion may be difficult, time consuming, and costly. These risks and their potential impacts may be exacerbated by the ongoing COVID-19 pandemic and Brexit. See "The COVID-19 pandemic has and is expected to further negatively affect our business, operations and financial performance" and “The impact of Brexit could adversely affect us.” As a result, if revenues from international operations do not offset the expenses of establishing and maintaining international operations, our business, operating results and financial condition will suffer.

The impact of Brexit could adversely affect us

The June 2016 United Kingdom referendum on its membership in the EU resulted in a majority of United Kingdom voters voting to exit the EU (Brexit) and on January 31, 2020, the United Kingdom withdrew from the EU. On December 24, 2020, a new trade agreement was concluded between the EU and the United Kingdom (TCA), which took effect on May 1, 2021. The TCA is complex and a number of sectors are not comprehensively included within its scope. Furthermore, certain provisions within the TCA apply on a phased basis and anticipate further agreements between the United Kingdom and the EU. Accordingly, aspects of the UK-EU relationship may be subject to uncertainties and future disagreements between the United Kingdom and the EU. We have operations in the United Kingdom and the EU, and as a result, we face risks associated with the continued uncertainty and disruptions that have resulted from Brexit, including with respect to volatility in exchange rates and interest rates and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets. Disruptions and uncertainty caused by Brexit may also cause our customers to closely monitor their costs and reduce their spending budget on our products and services. Continued uncertainty as to the terms of Brexit may result in heightened near term economic volatility. While we have not experienced any material financial impact from Brexit on our business to date, we cannot predict its future implications. Any impact from Brexit on our business and operations over the long term will depend, in part, on the outcome of tariff, tax treaties, trade, regulatory, and other negotiations the United Kingdom conducts, and could adversely affect our business, operating results and financial condition.

We may become involved in litigation that may materially adversely affect us

The declaration, payment and amount of dividends will be made at the discretion of our Board of Directors and will depend on a number of factors

contractual limitations, including those in our existing credit agreements and to solvency conditions established by the Canada Business Corporations Act (CBCA), the statute under which we are incorporated. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that our Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends at any time in the future.

Our operating results could be adversely affected by any weakening of economic conditions

Our overall performance depends in part on worldwide economic conditions. Certain economies have experienced periods of downturn as a result of a multitude of factors, including, but not limited to, turmoil in the credit and financial markets, concerns regarding the stability and viability of major financial institutions, declines in gross domestic product, increases in unemployment, volatility in commodity prices and worldwide stock markets, excessive government debt and disruptions to global trade or tariffs. The severity and length of time that a downturn in economic and financial market conditions may persist, as well as the timing, strength and sustainability of any recovery, are unknown and are beyond our control. Recently, COVID-19, Brexit and its impact on the United Kingdom and the EU, as well as any policy changes resulting from trade and tariff disputes, have raised additional concerns regarding economic uncertainties. Moreover, any instability in the global economy affects countries in different ways, at different times and with varying severity, which makes the impact to our business complex and unpredictable. During such downturns, many customers may delay or reduce technology purchases. Contract negotiations may become more protracted or conditions could result in reductions in the licensing of our software products and the sale of cloud and other services, longer sales cycles, pressure on our margins, difficulties in collection of accounts receivable or delayed payments, increased default risks associated with our accounts receivables, slower adoption of new technologies and increased price competition. In addition, deterioration of the global credit markets could adversely impact our ability to complete licensing transactions and services transactions, including maintenance and support renewals. Any of these events, as well as a general weakening of, or declining corporate confidence in, the global economy, or a curtailment in government or corporate spending, could delay or decrease our revenues and therefore have a material adverse effect on our business, operating results and financial condition. For more information regarding the impact of COVID-19 on our business and global economic conditions, see "The COVID-19 pandemic has and is expected to further negatively affect our business, operations and financial performance" and "The impact of the COVID-19 pandemic continues to create significant uncertainty in the global economy and for our business, operations and financial performance".

Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against

Financial developments seemingly unrelated to us or to our industry may adversely affect us over the course of time. For example, material increases in LIBOR or other applicable interest rate benchmarks may increase the debt payment costs for our credit ~~facilities.~~facilities such as our Term Loan B and the Revolver that have variable rates of interest, some of which use LIBOR as a benchmark. All CHF, EUR, GBP, and JPY LIBOR settings and the one-week and two-month USD LIBOR settings will either cease to be provided by any administrator or no longer continue to be representative after December 31, 2021 and the remaining USD LIBOR settings will either cease to be provided by any administrator or no longer continue to be representative after June 30, 2023. As a result, any financial instruments or agreements using LIBOR as a benchmark interest rate may be adversely affected. Furthermore, we may need to amend our variable rate debt agreements to replace LIBOR with a new reference rate. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee (ARRC), a steering committee comprised of large U.S. financial institutions has settled on the establishment of Secured Overnight Financing Rate (SOFR), a new index calculated by short term repurchase agreements backed by Treasury securities, as its recommended alternative to U.S. dollar LIBOR. Although our Term Loan B and Revolver include mechanics to facilitate the adoption by us and our lenders of an alternative benchmark rate in place of LIBOR, no assurance can be made that such alternative rate will perform in a manner similar to LIBOR and may result in interest rates that are higher or lower than those that would have resulted had LIBOR remained in effect. Credit contraction in financial markets may hurt our ability to access credit in the event that we identify an acquisition opportunity or require significant access to credit for other reasons. Similarly, volatility in the market price of our Common Shares due to seemingly unrelated financial developments could hurt our ability to raise capital for the financing of acquisitions or other reasons. Potential price inflation caused by an excess of liquidity in countries where we conduct business may increase the cost we incur to provide our solutions and may reduce profit margins on agreements that govern the licensing of our software products and/or the sale of our services to customers over a multi-year period. A reduction in credit, combined with reduced economic activity, may adversely affect businesses and industries that collectively constitute a significant portion of our customer base such as the public sector. As a result, these customers may need to reduce their licensing of our software products or their purchases of our services, or we may experience greater difficulty in receiving payment for the licenses and services that these customers purchase from us. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on our business, operating results and financial condition.

~~Our indebtedness could limit our operations and opportunities.~~

As of June 30, 2018, our credit facilities consisted of a $1 billion term loan facility (Term Loan B) and a $450 million committed revolving credit facility (the Revolver). Borrowings under Term Loan B and the Revolver, if any, are or will be secured by a first charge over substantially all of our assets.

Repayments made under Term Loan B are equal to 0.25% of the original principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. The terms of Term Loan B and the Revolver include customary restrictive covenants that impose operating and financial restrictions on us, including restrictions on our ability to take actions that could be in our best interests. These restrictive covenants include certain limitations on our ability to make investments, loans and acquisitions, incur additional debt, incur liens and encumbrances, consolidate, amalgamate or merge with any other person, dispose of assets, make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness, engage in transactions with affiliates, materially alter the business we conduct, and enter into certain restrictive agreements. Term Loan B and the Revolver includes a financial covenant relating to a maximum consolidated net leverage ratio, which could restrict our operations, particularly our ability to respond to changes in our business or to take specified actions. Our failure to comply with any of the covenants that are included in Term Loan B and the Revolver could result in a default under the terms thereof, which could permit the lenders thereunder to declare all or part of any outstanding borrowings to be immediately due and payable.

As of June 30, 2018, we also have $800 million in aggregate principal amount of our 5.625% senior unsecured notes due 2023 (Senior Notes 2023) and $850 million in aggregate principal amount of our 5.875% senior unsecured notes due 2026 (Senior Notes 2026, and with the Senior Notes 2023, the Senior Notes) outstanding, both respectively issued in private placements to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Our failure to comply with any of the covenants that are included in the indentures governing the Senior Notes could result in a default under the terms thereof, which could result in all or a portion of the Senior Notes to be immediately due and payable.

~~For more details see note 10 "Long-Term Debt" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.~~

~~Changes in generally accepted accounting principles may materially adversely affect our reported results of operations or financial position.~~

From time to time, the Financial Accounting Standards Board (FASB) issues new accounting principles. For example, in May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, with amendments in 2015, 2016 and 2017, which creates new Accounting Standards Codification Topic 606 (Topic 606) that will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles (GAAP) when it becomes effective for us in the first quarter of Fiscal 2019. Under Topic 606, more judgment and estimates will be required within the revenue recognition process than are required under existing GAAP. In connection with our adoption of Topic 606, we are developing new policies and processes based on the changes in revenue recognition guidance and implementing a new revenue recognition accounting system. Such changes and any difficulties implementing such changes could materially adversely affect our reported financial results and the effectiveness of our internal controls over financial reporting.

~~For more details see note 2 "Accounting Policies and Recent Accounting Pronouncements" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.~~

Because of the nature of certain of our products, including those relating to digital investigations, potential customers and purchasers of our products or the public in general may perceive that use of these products may result in violations of their individual privacy rights. In addition, certain courts or regulatory authorities could determine that the use of our software solutions or other products is a violation of privacy laws, particularly in jurisdictions outside of the United States. Any such determination or perception by potential customers, the general public, government entities or the judicial system could harm our reputation and adversely affect our revenues and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our properties consist of owned and leased office facilities for sales, support, research and development, consulting and administrative personnel, totaling approximately ~~336,000~~0.3 million square feet of owned facilities and approximately ~~2,501,000~~2.4 million square feet of leased facilities.

Owned Facilities

Waterloo, Ontario, Canada

Our headquarters is located in Waterloo, Ontario, Canada, and it consists of approximately 232,000 square feet. The land upon which the buildings stand is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years. The option to renew is exercisable by us upon providing written notice to the University of Waterloo not earlier than the 40th anniversary and not later than the 45th anniversary of the lease commencement date.

Brook Park, Ohio, United States

We also own a building, along with its land, located in Brook Park, Ohio, that consists of approximately 104,000 square feet. This building is used primarily as a data center.

Leased Facilities

~~We lease~~The following table sets forth the location and approximate square footage of our leased facilities:


			Square Footage
Americas (1)			1,262,000
EMEA (2)			476,000
Asia Pacific (3)			695,000
Total			2,433,000

(1) Americas consists of countries in North, Central and South America.

(2) EMEA consists of countries in Europe, the Middle East and Africa.

(3) Asia Pacific primarily consists of Japan, Australia, China, Korea, Philippines, Singapore, India and New Zealand.

Included in the total approximate square footage of leased facilities is approximately ~~2,501,000 square feet both domestically and internationally. Our significant facilities include the following:~~

~~Hyderabad facility, located in India, totaling approximately 230,000 square feet;~~

~~Makati City facility, located in Manila, Philippines, totaling approximately 135,000 square feet;~~

~~Bangalore facility, located in India, totaling approximately 133,000 square feet;~~

~~Grasbrunn facility, located in Germany, totaling approximately 123,000~~2.0 million square feet of ~~office~~operational space and ~~storage;~~

~~San Mateo facility, located in California, United States, totaling~~ approximately ~~108,000 square feet;~~

~~Richmond Hill facility, located in Ontario, Canada, totaling approximately 101,000 square feet;~~

~~Pasadena facility, located in California, United States, totaling approximately 90,000 square feet;~~

~~Gaithersburg facility, located in Maryland, United States, totaling approximately 84,000 square feet;~~

~~Reading facility, located in Reading, UK, totaling approximately 53,000 square feet; and~~

~~Tinton Falls facility, located in New Jersey, United States, totaling approximately 45,000 square feet;~~

~~Due to restructuring and merger integration initiatives, we have vacated approximately 354,000~~0.4 million square feet of ~~our leased properties. The~~ vacated space which has either been sublet or is being actively marketed for sublease or disposition.

~~In addition, we also maintain a customer briefing centre and management office in Toronto, Ontario, Canada.~~

Item 3. Legal Proceedings

In the normal course of business, we are subject to various legal claims, as well as potential legal claims. While the results of litigation and claims cannot be predicted with certainty, we believe that the final outcome of these matters will not have a materially adverse effect on our consolidated results of operations or financial conditions.

For more information regarding litigation and the status of certain regulatory and tax proceedings, please refer to Part I, Item 1A "Risk Factors" and to note 1314 “Guarantees and Contingencies” to our Consolidated Financial Statements ~~which are set forth~~included in ~~Part IV, under Item 15 of~~ this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

~~PART~~

Part II


~~Item 5.~~	~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Shares have traded on the NASDAQ stock market since 1996 under the symbol “OTEX” and our Common Shares have traded on the Toronto Stock Exchange (TSX) since 1998, first under the symbol "OTC", and since 2017, trades under the symbol “OTEX”.

~~The following table sets forth the high and low sales prices for our Common Shares, as reported by the TSX and NASDAQ, respectively, for the periods indicated below.~~

NASDAQ
(in USD)
TSX
(in CAD)
High Low High Low
Fiscal Year Ended June 30, 2018:
Fourth Quarter $36.77 $33.26 $48.12 $42.55
Third Quarter $40.31 $33.19 $49.49 $41.34
Second Quarter $35.80 $32.05 $45.39 $40.22
First Quarter $34.98 $30.92 $44.09 $38.65

Fiscal Year Ended June 30, 2017:
Fourth Quarter $35.21 $30.88 $48.28 $40.19
Third Quarter $35.07 $30.58 $46.45 $41.05
Second Quarter $32.79 $29.30 $43.56 $38.92
First Quarter $33.42 $28.85 $43.75 $37.55

On June 30, ~~2018,~~2021, the closing price of our Common Shares on the NASDAQ was ~~$35.19~~$50.80 per share, and on the TSX was Canadian ~~$46.27~~$62.95 per share.

As at June 30, ~~2018,~~2021, we had ~~343~~350 shareholders of record holding our Common Shares of which ~~294~~299 were U.S. shareholders.

Unregistered Sales of Equity Securities

None.

Dividend Policy

We currently expect to continue paying cash dividends on a quarterly basis. However, future declarations of dividends are subject to the final determination of our Board of Directors, in its discretion, based on a number of factors that it deems relevant, including our financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that our Board of Directors may conclude would be in the best interest of our shareholders. Our dividend payments are subject to relevant contractual limitations, including those in our existing credit agreements and to solvency conditions established under the ~~Canada Business Corporations Act~~ ~~(CBCA),~~CBCA, the statute under which we are incorporated. We have historically declared dividends in U.S. dollars, but registered shareholders can elect to receive dividends in U.S. dollars or Canadian dollars by contacting the Company's transfer agent.

~~In Fiscal 2018,~~Share Repurchase Plan / Normal Course Issuer Bid

On November 5, 2020, the Board authorized a share repurchase plan, pursuant to which we may purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2020, up to an aggregate of $350 million of our ~~Board~~Common Shares on the NASDAQ Global Select Market, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the “Repurchase Plan”). The price that we will pay for Common Shares in open market transactions will be the market price at the time of ~~Directors declared~~purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Repurchase Plan will be effected in accordance with Rule 10b-18 under the ~~following dividends:~~Exchange Act. Purchases made under the Repurchase Plan will be subject to a limit of 13,618,774 shares (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020). All Common Shares purchased by us pursuant to the Repurchase Plan will be cancelled.

During the year ended June 30, 2021, we repurchased and cancelled 2,500,000 Common Shares for $119.1 million under the Repurchase Plan.

Normal Course Issuer Bid

The Company established a Normal Course Issuer Bid (the NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Repurchase Plan.

The TSX approved the Company’s notice of intention to commence the NCIB pursuant to which the Company may purchase Common Shares over the TSX for the period commencing November 12, 2020 until November 11, 2021 in accordance with the TSX's normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted. Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 13,618,774 (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020), and the maximum number of Common Shares that may be purchased on a single day is 143,424 Common Shares, which is 25% of 573,699 (the average daily trading volume for the Common Shares on the TSX for the six months ended October 31, 2020), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

Declaration Date Dividend per Share Record Date Total amount (in thousands of U.S. dollars) Payment Date
5/8/2018 $ 0.1518
6/8/2018 $ 40,617
6/29/2018
1/30/2018 $ 0.1320
3/2/2018 $ 35,168
3/23/2018
11/1/2017 $ 0.1320
12/1/2017 $ 34,811
12/20/2017
8/2/2017 $ 0.1320
9/1/2017 $ 35,017
9/22/2017

~~In Fiscal 2017, our Board of Directors declared the following dividends:~~

Declaration Date Dividend per Share Record Date Total amount (in thousands of U.S. dollars) Payment Date
5/5/2017 $ 0.1320
5/26/2017 $ 34,628
6/17/2017
2/1/2017 $ 0.1150
3/3/2017 $ 30,303
3/27/2017
11/3/2016 $ 0.1150
12/2/2016 $ 27,859
12/22/2016
7/26/2016 $ 0.1150
8/26/2016 $ 27,791
9/16/2016

Stock Purchases

~~No shares were repurchased during~~During the three months ended June 30, ~~2018.~~2021, we made the following repurchases under the Repurchase Plan.


Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
04/01/21 to 04/30/21	—	$	—	—	—
05/01/21 to 05/31/21	522,040	$	46.48	522,040	13,096,734
06/01/21 to 06/30/21	1,977,960	$	47.95	1,977,960	11,118,774
Total	2,500,000	$	47.64	2,500,000	11,118,774

Stock Performance Graph and Cumulative Total Return

The following graph compares ~~for each of~~ the five ~~fiscal years ended~~year period ending June 30, ~~2018,~~2021, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the cumulative total return on:

•an index of companies in the software application industry (S&P North American Technology-Software Index);

•the NASDAQ Composite Index; and

•the S&P/TSX Composite Index.

The graph illustrates the cumulative return on a $100 investment in our Common Shares made on June 30, ~~2013,~~2016, as compared with the cumulative return on a $100 investment in the S&P North American Technology-Software Index, the NASDAQ Composite Index and the S&P/TSX Composite Index (the Indices) made on the same day. Dividends declared on securities comprising the respective Indices and declared on our Common Shares are assumed to be reinvested. The performance of our Common Shares as set out in the graph is based upon historical data and is not indicative of, nor intended to forecast, future performance of our Common Shares. The graph lines merely connect measurement dates and do not reflect fluctuations between those dates.

The chart below provides information with respect to the value of $100 invested on June 30, ~~2013~~2016 in our Common Shares as well as in the other Indices, assuming dividend reinvestment when applicable:


	June 30, 2013	June 30, 2014	June 30, 2015	June 30, 2016	June 30, 2017	June 30, 2018		June 30, 2016		June 30, 2017		June 30, 2018		June 30, 2019		June 30, 2020		June 30, 2021
Open Text Corporation	$100.00	$142.06	$121.76	$180.72	$195.57	$221.79	Open Text Corporation	$	100.00	$	108.22	$	122.73	$	146.10	$	153.20	$	186.36
S&P North American Technology-Software Index	$100.00	$127.52	$148.34	$159.26	$208.21	$279.19	S&P North American Technology-Software Index	$	100.00	$	130.74	$	175.31	$	211.48	$	274.62	$	376.51
NASDAQ Composite	$100.00	$131.17	$150.10	$147.58	$189.34	$234.02	NASDAQ Composite	$	100.00	$	128.30	$	158.57	$	170.91	$	216.96	$	315.10
S&P/TSX Composite	$100.00	$126.97	$107.23	$102.92	$114.18	$124.57	S&P/TSX Composite	$	100.00	$	110.94	$	121.04	$	126.20	$	118.71	$	174.39

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act or the Exchange Act, the foregoing “Stock Performance Graph and Cumulative Total Return” shall not be deemed to be “soliciting materials” or to be so incorporated, unless specifically otherwise provided in any such filing.

For information relating to our various stock compensation plans, see Item 12 of this Annual Report on Form 10-K.

Canadian Tax Matters

Dividends

Since June 21, 2013 and unless stated otherwise, dividends paid by the Company to Canadian residents are eligible dividends as per the Income Tax Act (Canada).

Non-residents of Canada

Dividends paid or credited to non-residents of Canada are subject to a 25% withholding tax unless reduced by treaty. Under the Canada-United States Tax Convention (1980) (the Treaty), U.S. residents who are entitled to all of the benefits of the Treaty are generally subject to a 15% withholding tax.

Beginning in calendar year 2012, the Canada Revenue Agency has introduced new rules requiring residents of any country with which Canada has a tax treaty to certify that they reside in that country and are eligible to have Canadian non-resident tax withheld on the payment of dividends at the tax treaty rate. Registered shareholders should have completed the Declaration of Eligibility for Benefits (Reduced Tax) under a Tax Treaty for a Non-Resident Person and returned it to our transfer agent, ComputerShare Investor Services Inc.

United States Tax Matters

U.S. residents

TheThe following discussion summarizes certain U.S. federal income tax considerations relevant to an investment in the Common Shares by a U.S. holder. For purposes of this summary, a “U.S. holder” is a beneficial owner of Common Shares that holds such shares as capital assets under the U.S. Internal Revenue Code of 1986, as amended (the Code), and is a citizen or resident of the United States and not of Canada, a corporation organized under the laws of the United States or any political subdivision thereof, or a person that is otherwise subject to U.S. federal income tax on a net income basis in respect of Common Shares. It does not address any aspect of U.S. federal gift or estate tax, or of state, local or non-U.S. tax laws and does not address aspects of U.S. federal income taxation applicable to U.S. holders holding options, warrants or other rights to acquire Common Shares. Further, this discussion does not address the U.S. federal income tax consequences to U.S. holders that are subject to special treatment under U.S. federal income tax laws, including, but not limited to U.S. holders owning directly, indirectly or by attribution 10% or more of the voting power or value of the Company's stock; broker-dealers; banks or insurance companies; financial institutions; regulated investment companies; taxpayers who have elected mark-to-market accounting; tax-exempt organizations; taxpayers who hold Common Shares as part of a “straddle,” “hedge,” or “conversion transaction” with other investments; individual retirement or other tax-deferred accounts; taxpayers whose functional currency is not the U.S. dollar; partnerships or the partners therein; S corporations; or U.S. expatriates.

The discussion is based upon the provisions of the Code, the Treasury regulations promulgated thereunder, the Convention Between the United States and Canada with Respect to Taxes on Income and Capital, together with related Protocols and Competent Authority Agreements (the Convention), the administrative practices published by the IRS and U.S. judicial decisions, all of which are subject to change. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

Distributions on the Common Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” U.S. holders generally will treat the gross amount of distributions paid by the Company equal to the U.S. dollar value of such dividends on the date the dividends are received or treated as received (based on the exchange rate on such date), without reduction for Canadian withholding tax (see “Canadian Tax Matters - Dividends - Non-residents of Canada”), as dividend income for U.S. federal income tax purposes to the extent of the Company’s current and accumulated earnings and profits. Because the Company does not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions paid to U.S. holders generally will be reported as dividends.

Individual U.S. holders will generally be eligible to treat dividends as “qualified dividend income” taxable at preferential rates with certain exceptions for short-term and hedged positions, and provided that the Company is not during the taxable year in which the dividends are paid (and was not in the preceding taxable year) classified as a “passive foreign investment company” (PFIC) as described below under “Passive Foreign Investment Company Rules.” Dividends paid on the Common Shares generally will not be eligible for the “dividends received” deduction allowed to corporate U.S. holders in respect of dividends from U.S. corporations.

If a U.S. holder receives foreign currency on a distribution that is not converted into U.S. dollars on the date of receipt, the U.S. holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date the dividends are received or treated as received. Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including an exchange for U.S. dollars, will generally be U.S. source ordinary income or loss.

~~The amount of Canadian tax withheld generally will give rise~~Subject to limitations and conditions under the Code and applicable U.S. Treasury Regulations, a U.S. holder may be able to claim a foreign tax credit ~~or deduction for~~in respect of the amount of Canadian income tax withheld from dividends paid to such U.S. holder. Alternatively, the U.S. holder may deduct such Canadian income taxes from its U.S. federal taxable income, provided that the U.S. holder elects to deduct rather than credit all foreign income taxes for the relevant taxable year.

For purposes of determining a U.S. holder’s U.S. foreign tax ~~purposes (see “Canadian Tax Matters - Dividends - Non-residents of Canada”). Dividends~~credit limitation, dividends paid by the Company generally will constitute “passive category income” for purposes of the foreign tax credit (or in the case of certain U.S. holders, “general category income”). The Code, as modified by the Convention, applies various limitations on the amount of foreign tax credit that may be available to a U.S. taxpayer. The Common Shares are currently traded on both the NASDAQ and TSX. Dividends paid by a foreign corporation that is at least 50% owned by U.S. persons may be treated as ~~U.S. source~~“passive category” income ~~(rather than~~from sources outside the United States. However, if the Company were to be treated as a United States-owned foreign ~~source income)~~corporation for any year, the portion of the dividends paid in that year that is attributable to the Company’s United States-source earnings and profits may be re-characterized as United States-source income for foreign tax credit ~~purposes to the extent they are attributable to earnings and profits~~purposes. A United States-owned foreign corporation is any foreign corporation when 50% or more of the ~~foreign corporation from sources within the~~value or voting power of its stock is owned by United States if the foreign corporation has more than an insignificant amount of U.S. source earnings and profits. Although this rule does not appear to be intended to apply in the context of a public company such as the Company, we are not aware of any authority that would render it inapplicable. In part because thepersons (directly, indirectly or by attribution). The Company does not expect to calculate its earnings and profits ~~for~~under U.S. federal income tax ~~purposes,~~principles. Therefore, the effect of this rule may ~~be to treat all or a portion of any~~cause dividends paid by the Company to be treated as ~~U.S. source income, which in turn may~~entirely from sources within the United States. This could limit a U.S. holder’s ability to claim a foreign tax credit for ~~the~~any Canadian ~~withholding~~ taxes ~~payable in respect of~~withheld from the dividends. ~~Subject to limitations, the Code permits a~~A U.S. holder entitled to benefits under the Convention tomay, however, elect to treat ~~any~~ dividends paid by the Company as ~~foreign-source~~foreign source income for foreign tax credit ~~purposes.~~purposes, subject to certain requirements. The foreign tax credit rules are complex. U.S. holders should consult their own tax advisors with respect to the implications of those rules for their investments in the Common Shares.

Sale, Exchange, Redemption or Other Disposition of Common Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” the sale of Common Shares generally will result in the recognition of gain or loss to a U.S. holder in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted basis in the Common Shares. A U.S. holder’s tax basis in a Common Share will generally equal the price it paid for the Common Share. Any capital gain or loss will be long-term if the Common Shares have been held for more than one year. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules

Special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC. The Company will be classified as a PFIC in a particular taxable year if either: (i) 75 percent or more of the Company’s gross income for the taxable year is passive income, or (ii) the average percentage of the value of the Company’s assets that produce or are held for the production of passive income is at least 50 percent. If the Company is treated as a PFIC for any year, U.S. holders may be subject to adverse tax consequences upon a sale, exchange, or other disposition of the Common Shares, or upon the receipt of certain “excess distributions” in respect of the Common Shares. Dividends paid by a PFIC are not qualified dividends eligible for taxation at preferential rates. Based on audited consolidated financial statements, we believe that the Company was not treated as a PFIC for U.S. federal income tax purposes with respect to its ~~2017~~2020 or ~~2018~~2021 taxable years. In addition, based on a review of the Company’s audited consolidated financial statements and its current expectations regarding the value and nature of its assets and the sources and nature of its income, the Company does not anticipate being treated as a PFIC for the ~~2019~~2022 taxable year.

Information Reporting and Backup Withholding

Except in the case of corporations or other exempt holders, dividends paid to a U.S. holder may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number on a properly completed IRS Form W-9 and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that certain required information is timely furnished to the IRS.


~~Item 6.~~	~~Selected Financial Data~~

Item 6. Selected Financial Data

The following table summarizes our selected consolidated financial data for the periods indicated. The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of income and balance sheet data for each of the five fiscal years indicated below has been derived from our audited Consolidated Financial Statements. Over the last five fiscal years we have acquired a number of companies including, but not limited to ~~Hightail,~~Carbonite, Liaison, Guidance, ~~Covisint,~~ ECD Business, and CCM ~~Business, Recommind, ANX, CEM Business, Daegis, Actuate, and GXS.~~Business. The results of these companies and all of our ~~previously~~other acquired companies have been included herein and have contributed to the growth in our revenues, net income and net income per share and such acquisitions affect period-to-period comparability.


	Fiscal Year Ended June 30,
	2021		2020		2019		2018		2017
(In thousands, except per share data)
Statement of Income Data:
Revenues(1)	$	3,386,115	$	3,109,736	$	2,868,755	$	2,815,241	$	2,291,057
Net income, attributable to OpenText(1)(2)	$	310,672	$	234,225	$	285,501	$	242,224	$	1,025,659
Net income per share, basic, attributable to OpenText(1)	$	1.14	$	0.86	$	1.06	$	0.91	$	4.04
Net income per share, diluted, attributable to OpenText(1)	$	1.14	$	0.86	$	1.06	$	0.91	$	4.01
Weighted average number of Common Shares outstanding, basic	272,533		270,847		268,784		266,085		253,879
Weighted average number of Common Shares outstanding, diluted	273,479		271,817		269,908		267,492		255,805

Fiscal Year Ended June 30,
2018 2017 2016 2015 2014
(In thousands, except per share data)
Statement of Income Data:
Revenues $ 2,815,241
$ 2,291,057
$ 1,824,228
$ 1,851,917
$ 1,624,699
Net income, attributable to OpenText⁽¹⁾
$ 242,224
$ 1,025,659
$ 284,477
$ 234,327
$ 218,125
Net income per share, basic, attributable to OpenText⁽¹⁾
$ 0.91
$ 4.04
$ 1.17
$ 0.96
$ 0.91
Net income per share, diluted, attributable to OpenText⁽¹⁾
$ 0.91
$ 4.01
$ 1.17
$ 0.95
$ 0.90
Weighted average number of Common Shares outstanding, basic 266,085
253,879
242,926
244,184
239,348
Weighted average number of Common Shares outstanding, diluted 267,492
255,805
244,076
245,914
241,152
(1) Effective July 1, 2018, we adopted Accounting Standards Codification (ASC) Topic 606 "Revenue from Contracts with Customers" (Topic 606) using the cumulative effect approach. We applied the standard to contracts that were not completed as of the date of the initial adoption. Results for reporting periods commencing on July 1, 2018 are presented under the new revenue standard, while prior period results continue to be reported under the previous standard.

⁽¹⁾(2)Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.


	As of June 30,											As of June 30,
	2018		2017		2016		2015		2014			2021		2020		2019		2018		2017
Balance Sheet Data:											Balance Sheet Data:
Total assets	$	7,765,029	$	7,480,562	$	5,154,144	$	4,353,330	$	3,847,205
Total Assets(1)											Total Assets(1)	$	9,609,336	$	10,234,822	$	7,933,975	$	7,765,029	$	7,480,562
Total Long-term liabilities	$	3,053,172	$	2,820,200	$	2,503,918	$	1,899,086	$	1,564,890	Total Long-term liabilities	$	4,147,979	$	4,323,880	$	3,034,588	$	3,053,172	$	2,820,200
Cash dividends per Common Share	$	0.5478	$	0.4770	$	0.4150	$	0.3588	$	0.3113	Cash dividends per Common Share	$	0.7770	$	0.6984	$	0.6300	$	0.5478	$	0.4770

(1) Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” (Topic 842) using the modified retrospective transition approach. In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report on Form 10-K, including this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A

of the U.S. Securities Act of 1933, as amended (the Securities Act), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

When used in this report, the words “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, "might", "will" and other similar language, as they relate to Open Text Corporation ~~(“OpenText”~~(OpenText or the ~~“Company”)~~Company), are intended to identify forward-looking statements under applicable securities laws. Specific forward-looking statements in this report include, but are not limited ~~to:~~to, statements regarding: (i) ~~statements about~~ our focus in the fiscal year beginning July 1, ~~2018~~2021 and ending June 30, ~~2019~~2022 (Fiscal ~~2019)~~2022) and July 1, 2022 and ending June 30, 2023 (Fiscal 2023) on growth in earnings and cash flows; (ii) creating value through investments in broader ~~Enterprise~~ Information Management ~~(EIM)~~ capabilities; (iii) our future business plans and business planning process; (iv) ~~statements relating to~~ business trends; (v) ~~statements relating to~~ distribution; (vi) the Company’s presence in the cloud and in growth markets; (vii) product and solution developments, enhancements and releases and the timing thereof; (viii) the Company’s financial conditions, results of operations and earnings; (ix) the basis for any future growth and for our financial performance; (x) declaration of quarterly dividends; (xi) future tax rates; (xii) the changing regulatory ~~environment including the new tax reform legislation enacted through the Tax Cuts and Jobs Act in the United States and its impact on our business;~~environment; (xiii) annual recurring revenues; (xiv) research and development and related expenditures; (xv) our building, development and consolidation of our network infrastructure; (xvi) competition and changes in the competitive landscape; (xvii) our management and protection of intellectual property and other proprietary rights; (xviii) existing and foreign sales and exchange rate fluctuations; (xix) cyclical or seasonal aspects of our business; (xx) capital expenditures; (xxi) potential legal and/or regulatory proceedings; (xxii) ~~statements about~~acquisitions and their expected impact; (xxiii) tax audits, including expected payments in connection with the ~~impact of Magellan~~IRS Settlement (as defined below); and ~~Release 16; and (xxiii)~~(xxiv) other matters.

In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The forward-looking statements contained in this report are based on certain assumptions including the following: (i) countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; (ii) our continued operation of a secure and reliable business network; (iii) the stability of general economic and market conditions, currency exchange rates, and interest rates, including potential for inflation and rising interest rates; (iv) equity and debt markets continuing to provide us with access to capital; (v) our continued ability to identify, source and finance attractive and executable business combination opportunities; and (vi) our continued ~~compliance with~~ability to avoid infringing third party intellectual property rights. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic and issues relating to its resurgence, including potential material adverse effects on our business, operations and financial performance; (ii) actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact on our business (or failure to implement additional stimulus programs) and the availability, effectiveness and use of treatments and vaccines; (iii) the actual and potential negative impacts of COVID-19 on the global economy and financial markets; and (iv) the actual and potential risk and uncertainties relating to the implementation of our COVID-19 Restructuring Plan (as defined herein), including the possibility that the actual cash or non-cash cost of restructuring might exceed the estimated amounts; (v) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; ~~(ii)~~(vi) the potential for the incurrence of or assumption of debt in connection with acquisitions and the impact on the ratings or outlooks of rating agencies on our outstanding debt securities; ~~(iii)~~(vii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation; ~~(iv)~~(viii) the risks associated with bringing new products and services to market; ~~(v)~~(ix) fluctuations in currency exchange rates (including as a result of the impact of Brexit and any policy changes resulting from ~~the new U.S. administration)~~trade and tariff disputes); ~~(vi)~~(x) delays in the purchasing decisions of the Company’s customers; ~~(vii) the~~(xi) competition the Company faces in its industry and/or marketplace; ~~(viii)~~(xii) the final determination of litigation, tax audits (including tax examinations in the United States, Canada or elsewhere) and other legal proceedings; ~~(ix)~~(xii) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes; ~~(x)~~(xiv) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; ~~(xi)~~(xv) the continuous commitment of the Company’s customers; ~~(xii)~~(xvi) demand for the Company’s products and services; ~~(xiii)~~(xvii) increase in exposure to international business risks (including as a result of the impact of Brexit and any policy changes resulting from the ~~new U.S. administration, including potential renegotiation of NAFTA)~~transition from the North American

Free Trade Agreement to the United States-Mexico-Canada Agreement) as we continue to increase our international operations; ~~(xiv)~~(xviii) inability to raise capital at all or on not unfavorable terms in the future; ~~(xv)~~(xix) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); and ~~(xvi)~~(xx) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities. Other factors that may affect forward-looking statements include, but are not limited to: (i) the future performance, financial and otherwise, of the Company; (ii) the ability of the Company to bring new

products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) failure to secure and protect patents, trademarks and other proprietary rights; (v) infringement of third-party proprietary rights triggering indemnification obligations and resulting in significant expenses or restrictions on our ability to provide our products or services; (vi) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement including General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and Country by Country ~~Reporting;~~Reporting (including with respect to transferring personal data outside of the EEA, as a result of the recent ruling of the Court of Justice of the European Union that the EU-US Privacy Shield is an invalid data transfer mechanism and that Standard Contractual Clauses are a valid transfer mechanism unless the country to which personal data is exported restricts the ability to comply with such Clauses); (vii) the Company’s growth and other profitability prospects; (viii) the estimated size and growth prospects of the ~~EIM~~Information Management market; (ix) the Company’s competitive position in the ~~EIM~~Information Management market and its ability to take advantage of future opportunities in this market; (x) the benefits of the Company’s products and services to be realized by customers; (xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the ~~EIM~~Information Management marketplace; (xii) the Company’s financial condition and capital requirements; (xiii) system or network failures or information security, cybersecurity or other data breaches in connection with the Company's offerings ~~and~~or the information technology systems ~~generally;~~used by the Company generally, the risk of which may be increased during times of natural disaster or pandemic (including COVID-19) due to remote working arrangements; and (xiv) failure to attract and retain key personnel to develop and effectively manage the Company's business.

Readers should carefully review Part I, Item 1A "Risk Factors" and other documents we file from time to time with the Securities and Exchange Commission (SEC) and other securities regulators. A number of factors may materially affect our business, financial condition, operating results and prospects. These factors include but are not limited to those set forth in Part I, Item 1A "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Any one of these factors, and other factors that we are unaware of, or currently deem immaterial, may cause our actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following MD&A is intended to help readers understand our results of operations and financial condition, and is

provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and

the accompanying Notes to our Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.

All dollar and percentage comparisons made herein ~~under~~refer to the ~~sections titled "Fiscal 2018~~year ended June 30, 2021 (Fiscal 2021) compared with the year ended June 30, 2020 (Fiscal 2020), unless otherwise noted. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for Fiscal 2020 for a comparative discussion of our Fiscal 2020 financial results as compared to Fiscal 2017" refer to the twelve months ended June 30, 2018 (Fiscal 2018) compared with the twelve months ended June 30, 2017 (Fiscal 2017). All dollar and percentage comparisons made herein under the sections titled "Fiscal 2017 compared to Fiscal 2016" refer to Fiscal 2017 compared with the twelve months ended June 30, 2016 (Fiscal 2016).2019.

Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.

EXECUTIVE OVERVIEW

At OpenText, we believe information and knowledge make business and people better. We ~~operate in the Enterprise~~are an Information Management ~~(EIM) market where we enable the intelligent~~company that provides software and ~~connected enterprise. We develop enterprise software to support businesses in becoming~~services that empower digital businesses of all sizes to become more intelligent, secure and ~~governments in becoming digital governments. The OpenText~~connected. Our innovations maximize the strategic benefits of data and content for our customers, strengthening their productivity, growth and competitive advantage.

Our comprehensive ~~EIM~~Information Management platform ~~and suite of software products~~ and services provide secure and scalable solutions for global companies, small and medium-sized businesses (SMB), governments and consumers around the world. ~~With~~We have a complete and integrated portfolio of Information Management solutions delivered at scale in the OpenText Cloud, helping organizations master modern work, power modern experiences and optimize their digital supply chains. To do this, we bring together our ~~software, organizations~~Content Cloud, Business Network Cloud, Experience Cloud, Security and Protection Cloud and Developer Cloud. We also accelerate information modernization with intelligent tools and services for moving off paper, automating classification and building clean data lakes for Artificial Intelligence (AI), analytics and automation.

We are fundamentally integrated into the parts of our customers' businesses that matter, so they can securely manage ~~a valuable asset - information. Information that~~the complexity of information flow end to end. Through automation and AI, we connect, synthesize and deliver information where

it is ~~made~~needed to drive new efficiencies, experiences and insights. We make information more valuable by connecting it to digital business processes, ~~information that is protected~~enriching it with capture and ~~secure~~analytics, protecting and securing it throughout its entire lifecycle, ~~information that captivates customers,~~ and ~~information that connects and fuels some of the world's largest~~leveraging it to create engaging digital experiences. Our solutions also connect large digital supply chains in manufacturing, retail and financial services. ~~With Artificial Intelligence (AI) from OpenText, our customers leverage~~

Our solutions also enable organizations and consumers to secure their information ~~for automation, insights, predictions, and ultimately better decision making.~~

We offer software through traditional on-premises solutions, cloud solutions or a combination of both. We believe our customers will operate in hybrid on-premises and cloud environments, and we are ready to support the delivery method the customer prefers. In providing choice and flexibility, we strive to maximize the lifetime valueso that they can collaborate with confidence, stay ahead of the ~~relationship with our customers.~~regulatory technology curve, identify threats on any endpoint or across their networks, enable privacy, leverage eDiscovery and digital forensics to defensibly investigate and collect evidence, and ensure business continuity in the event of a security incident.

Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998. ~~We are a multinational company and as of June 30, 2018, employed approximately 12,200 people worldwide.~~

Our ticker symbol on both the NASDAQ and the TSX is "OTEX".

As of June 30, 2021, we employed a total of approximately 14,300 individuals, of which 6,800 or 48% are in the Americas, 2,600 or 18% are in EMEA and 4,900 or 34% are in Asia Pacific. Currently, we have employees in 34 countries enabling strong access to multiple talent pools while ensuring reach and proximity to our customers. Please see "Results of Operations" below for our definitions of geographic regions.

Fiscal ~~2018~~2021 Summary:

~~During Fiscal 2018 we saw the following activity:~~

•Total revenue was ~~$2,815.2~~$3,386.1 million, up ~~22.9%~~8.9% compared to the prior fiscal year; up ~~19.7%~~6.3% after factoring in the favorable impact of ~~$72.6~~$81.3 million of foreign exchange rate changes.

•Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was ~~$2,061.5~~$2,741.5 million, up ~~22.2%~~12.7% compared to the prior fiscal year; up ~~19.4%~~10.4% after factoring in the favorable impact of ~~$47.5~~$54.9 million of foreign exchange rate changes.

•Cloud services and subscriptions revenue was ~~$829.0~~$1,407.4 million, up ~~17.5%~~21.6% compared to the prior fiscal year; up ~~16.0%~~20.0% after factoring in the favorable impact of ~~$10.4~~$17.8 million of foreign exchange rate changes.

~~License revenue~~•GAAP-based gross margin was ~~$437.5 million, up 18.5%~~69.4% compared to ~~the prior fiscal year; up 14.8% after factoring the impact of $13.9 million of foreign exchange rate changes.~~

~~GAAP-based EPS, diluted, was $0.91 compared to $4.01~~67.7% in the prior fiscal year. ~~Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.~~

•Non-GAAP-based ~~EPS, diluted,~~gross margin was ~~$2.56~~76.1% compared to ~~$2.02~~74.5% in the prior fiscal year.

~~GAAP-based gross margin was 66.2% compared to 66.7% in the prior fiscal year.~~

~~Non-GAAP-based gross margin was 73.0% compared to 72.6% in the prior fiscal year.~~

~~GAAP-based operating margin was 18.0% compared to 15.4% in the prior fiscal year.~~

~~Non-GAAP-based operating margin was 33.1% compared to 31.8% in the prior fiscal year.~~

•GAAP-based net income attributable to OpenText was ~~$242.2~~$310.7 million compared to ~~$1,025.7~~$234.2 million in the prior fiscal year. ~~Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.~~

•Non-GAAP-based net income attributable to OpenText was ~~$683.6~~$927.2 million compared to ~~$517.7~~$784.5 million in the prior fiscal year.

•GAAP-based earnings per share (EPS), diluted, was $1.14 compared to $0.86 in the prior fiscal year.

•Non-GAAP-based EPS, diluted, was $3.39 compared to $2.89 in the prior fiscal year.

•Adjusted EBITDA was ~~$1,019.1~~$1,315.0 million compared to ~~$792.5~~$1,148.1 million in the prior fiscal year.

•Operating cash flow was ~~$709.9~~$876.1 million ~~up 61.6% from~~compared to $954.5 million in the prior fiscal ~~year.~~year, down 8.2%.

•During Fiscal 2021, we made payments of $299.6 million relating to the IRS Settlement (as defined herein) and repaid the $600 million previously drawn under the Revolver (as defined herein) using cash on hand.

•Cash and cash equivalents ~~was $682.9~~were $1,607.3 million as of June 30, ~~2018,~~2021, compared to ~~$443.4~~$1,692.9 million as of June 30, ~~2017.~~2020.

See "Use of Non-GAAP Financial Measures" below for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

~~See "Acquisitions" below for the impact of acquisitions on the period-to-period comparability of results.~~

Acquisitions

~~Our competitive position in the marketplace requires us to maintain~~As a ~~complex and evolving array of technologies, products, services and capabilities. In light~~result of the continually ~~evolving~~changing marketplace in which we operate, ~~on an ongoing basis~~ we regularly evaluate acquisition opportunities within ~~the EIM~~our market and at any time may be in various stages of discussions with respect to such opportunities.

~~Acquisition of Hightail, Inc.~~

On February 14, 2018, we acquired all of the equity interest in Hightail, Inc. (Hightail), a leading cloud service provider for file sharing and creative collaboration, for approximately $20.5 million. This acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning February 14, 2018.

~~Acquisition of Guidance Software, Inc.~~

On September 14, 2017, we acquired all of the equity interest in Guidance Software Inc. (Guidance), a leading provider of forensic security solutions, for approximately $240.5 million. This acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning September 14, 2017.

~~Acquisition of Covisint Corporation~~

On July 26, 2017, we acquired all of the equity interest in Covisint Corporation (Covisint), a leading cloud platform for building Identity, Automotive, and Internet of Things applications, for approximately $102.8 million. This acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 26, 2017.

We believe our acquisitions support our long-term strategic direction, strengthen our competitive position, expand our customer base, provide greater scale to accelerate innovation, grow our earnings and provide superior shareholder value. We expect to continue to strategically acquire companies, products, services and technologies to augment our existing business. Our acquisitions, particularly significant ones, can affect the period-to-period comparability of our results. See note 1819 "Acquisitions" to our Consolidated Financial Statements for more details.

Impacts of COVID-19

In March 2020, COVID-19 was characterized as a pandemic by the World Health Organization. The spread of COVID-19 has significantly impacted the global economy and has adversely impacted and may continue to adversely impact our operational and financial performance. The extent of the adverse impact of the pandemic on the global economy and markets will continue to depend, in part, on the length and severity of the measures taken to limit the spread of the virus, the availability, effectiveness and use of treatments and vaccines and, in part, on the size and effectiveness of the compensating measures taken by governments and on actual and potential resurgences. We are closely monitoring the potential effects and impact on our operations, businesses and financial performance, including liquidity and capital usage, though the extent is difficult to fully predict at this time due to the rapid evolution of this uncertain situation.

We continue to conduct business with substantial modifications to employee travel and work locations and also virtualization of sales and marketing events, which we expect to remain in place throughout calendar year 2021, along with substantially modified interactions with customers and suppliers, among other modifications. We will continue to actively monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies, including customer purchasing decisions, and may take further actions that alter our business operations as may be required by governments, or that we determine are in the best interest of our employees, customers, partners, suppliers, and shareholders. It is uncertain and difficult to predict what the potential effects any such alterations or modifications may have on our business including the effects on our customers and prospects, or our financial results and our ability to successfully execute our business strategies and initiatives.

As previously disclosed, in order to preemptively mitigate the operational impacts of COVID-19, our Compensation Committee and Board approved certain compensation adjustments, effective for the period May 15, 2020 through June 30, 2021, subject to review and modification as the situation warranted. As a precaution, we also temporarily and significantly reduced all hiring and discretionary spending, while taking note of some savings to be achieved through travel restrictions and the cancellation of certain events. These cost reduction measures were in addition to other previously disclosed facilities and workforce related actions as part of our COVID-19 Restructuring Plan. Please see note 18 "Special Charges (Recoveries)" to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.

After careful consideration and review, the Compensation Committee and Board approved the restoration, effective December 1, 2020 and ahead of the initially contemplated May 15, 2020 through June 30, 2021 duration described above, of all previously announced compensation adjustments. We continue to closely monitor discretionary spending, and remain active in our hiring across the organization.

Additionally, despite the global impact of COVID-19, we were able to deliver strong financial results for Fiscal 2021, including our fourth fiscal quarter, as a result of the hard work and commitment of our dedicated employees. In recognition of their contributions, following the end of Fiscal 2021, the Compensation Committee approved a special one-time cash performance bonus to our broader employee base whose pay had been previously and temporarily reduced, prior to December 1, 2020, as a result of the COVID-19 compensation adjustments described above. These employees will receive an amount equal to the reductions in their Fiscal 2021 salary and annual incentive payout made pursuant to such compensation adjustments. Our Named Executive Officers, members of the executive leadership team and senior management are excluded from this special one-time bonus to our broader employee base. The special performance bonus of approximately $18 million, as it relates to Fiscal 2021 performance and contributions, has been accrued as at June 30, 2021 and will be paid to employees in September 2021.

The ongoing and ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control. For more information, please see Part I, Item 1A "Risk Factors" included elsewhere within this Annual Report on Form 10-K.

Outlook for Fiscal ~~2019~~2022

We expect to continue to pursue strategic acquisitions in the future to strengthen our service offerings in the EIM market, and at any time may be in various stages of discussions with respect to such opportunities. We believeAs an organization, we are acommitted to "Total Growth", meaning we strive towards delivering value ~~oriented~~through organic initiatives, innovations and acquisitions, as well as financial performance. With an emphasis on increasing recurring revenues and expanding our margins, we believe our Total Growth strategy will ultimately drive overall cash flow generation, thus helping to fuel our disciplined ~~acquirer, having efficiently deployed approximately $5.8 billion on acquisitions over the last 10 years. We see~~capital allocation approach and further our ability to ~~successfully integrate acquired companies~~deepen our account coverage and ~~assets into our business as a strength~~identify and ~~pursuing~~execute strategic acquisitions. With strategic acquisitions, ~~is an important aspect~~we are better positioned to expand our product portfolio and improve our ability to innovate and grow organically, which helps us to meet our long-term growth ~~strategy. During Fiscal 2018, we further demonstrated the implementation of this strategy by acquiring Covisint, Guidance and Hightail, deploying an aggregate of $363.8 million.~~

~~While acquiring companies is one of our leading growth drivers, our growth strategy also includes organic growth through ongoing innovation.~~targets. We believe wethis “Total Growth” strategy is a durable model that will create ~~sustained~~shareholder value ~~through new innovation by expanding distribution~~over both the near and ~~continually adding value~~long-term.

We are committed to ~~our installed base of customers. This fiscal year we invested approximately $323 million~~continuous innovation. Our investments in research and development (R&D) ~~or approximately 11%~~push product innovation, increasing the value of ~~revenue,~~our offerings to our installed customer base, which includes Global 10,000 companies (G10K), SMB and consumers. The G10K are the world's largest companies, typically those with greater than two billion in ~~line~~revenues, as well as the world's largest governments and organizations. More valuable products, coupled with our established global partner program, lead to greater distribution and cross-selling opportunities which further help us to achieve organic

growth. Over the last three fiscal years, we have invested a cumulative total of $1.1 billion in R&D or 11.9% of cumulative revenue for that three year period. We typically target to spend ~~approximately 11%~~12% to ~~13%~~14% of revenues for R&D ~~this~~each fiscal year. ~~We believe our ability~~

Looking ahead, the destination for innovation is indisputably the cloud. Businesses of all sizes rely on a combination of public and private clouds, managed services and off-cloud solutions. As a result, we are committed to continue to modernize technology infrastructure and leverage our ~~global presence~~existing investments in the OpenText Cloud. The combination of OpenText cloud-native applications and managed services, together with the scalability and performance of our partner public cloud providers, offer more secure, reliable and compliant solutions to customers wanting to deploy cloud-based Information Management applications. The OpenText Cloud is ~~helpful~~designed to build additional flexibility and scalability for our ~~organic growth initiatives.~~customers: becoming cloud-native, connecting anything, and extending capabilities quickly with multi-tenant SaaS applications and services.

We ~~have developed an AI platform called “OpenText Magellan” (Magellan). Magellan incorporates Apache Spark,~~will continue to closely monitor the ~~powerful, open source computing foundation that lets customers take advantage~~global impacts of the flexibility, extensibility, and diversity of an open product stack while maintaining full ownership of their data and algorithms. As our enterprise software has historically been focused on managing data and content archives, we believe we are well positioned to turn these archives of data into active “data lakes” and we believe we can develop AI to transform this digital information into useful knowledge and insight for our customers.COVID-19.

We have also developed a platform called OpenText Release 16 (Release 16), which was released in April 2016. Release 16 helps organizations with their digital transformation by digitizing information, experiences, processes and supply chains, to create a better way to work within their enterprise. Release 16 also has a major focus on analysis and reporting across all product lines and use cases. It offers customers a coordinated platform for digital transformation that is intended to yield the benefits of scale and single-vendor interaction. We have made significant investments to our cloud infrastructure over the past couple of years, and now with Release 16, virtually all of our products are available in the "OpenText Cloud". Over the past year, OpenText has released Enhancement Packs (EP3 and EP4) to further address customer and market requirements.

We see a continued opportunity to help our customers become “digital businesses” and, with Magellan and Release 16 as well as our recent acquisitions and continued efforts in R&D, we believe we have a strong platform to integrate personalized analytics and insights into our OpenText EIM suites of products, which will further our vision to “Empower the Intelligent and Connected Enterprise” and strengthen our position as a leader in EIM.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that ~~time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.~~time. Actual results may differ materially from those estimates. ~~Significant~~Note 2 "Accounting Policies and Recent Accounting ~~Policies in the Notes~~Pronouncements" to the Consolidated Financial Statements contains a summary of the ~~significant accounting~~ policies that involve assumptions, judgments and estimates and have the greatest impact on our Consolidated Financial Statements. The policies listed below are areas that may contain key components of our results of operations and are based on complex rules requiring us to make judgments and estimates and consequently, we ~~use. Many~~consider these to be our critical accounting policies. Some of these accounting policies involve complex situations and require a ~~high~~higher degree of judgment, either in the application and interpretation of existing accounting literature or in the development of estimates that affect our financial statements. The critical accounting policies ~~that reflect our more significant estimates, judgments and assumptions and~~ which we believe are the most ~~critical~~important to aid in fully understanding and evaluating our reported financial results include the following:


~~(i)~~	~~Revenue recognition,~~


~~(ii)~~	~~Goodwill,~~


~~(iii)~~	~~Acquired intangibles, and~~


~~(iv)~~	~~Income taxes.~~

(i)Revenue recognition,

(ii)Goodwill,

(iii)Acquired intangibles, and

(iv)Income taxes.

For a full discussion of all our accounting policies, please see ~~Note~~note 2 "Accounting Policies and Recent Accounting Pronouncements" to ~~our~~the Consolidated Financial Statements included in this Annual Report on Form 10-K.

We will continue to monitor the potential impact of COVID-19 on our financial statements and related disclosures, including the need for additional estimates going forward, which could include costs related to items such as special charges, restructurings, asset impairments and other non-recurring costs. As of June 30, 2021, we have recorded certain estimates in our Consolidated Financial Statements resulting from the pandemic, particularly with respect to the COVID-19 Restructuring Plan and allowance for credit losses, based on management's estimates and assumptions utilizing the most currently available information. Such estimates may be subject to change particularly given the unprecedented nature of the COVID-19 pandemic. Please also see "Risk Factors" included within Part I, Item 1A of this Annual Report on Form 10-K.

Revenue recognition

~~We recognize revenues in~~In accordance with Accounting ~~Standard~~Standards Codification (ASC) Topic ~~985-605, “Software~~606 "Revenue from Contracts with Customers" (Topic 606), we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection. Revenue ~~Recognition” (Topic 985-605)~~is recognized when, or as, control of a promised product or service is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for our products and services (at its transaction price).

Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based on readily available information, which may include historical, current and forecasted information, taking into consideration the type of customer, the type of transaction and specific facts and circumstances of each arrangement. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions.

We ~~record product revenues~~have four revenue streams: cloud services and subscriptions, customer support, license, and professional service and other.

Cloud services and subscriptions revenue

Cloud services and subscriptions revenue are from hosting arrangements where, in connection with the licensing of software, ~~licenses and products when persuasive evidence~~the end user does not take possession of ~~an arrangement exists,~~ the software, ~~product has been shipped, there are no significant uncertainties surrounding product acceptance by~~as well as from end-to-end fully outsourced B2B integration solutions to our customers (collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer accesses and uses the ~~fees~~software on an as-needed basis. Our cloud arrangements can be broadly categorized as "platform as a service" (PaaS), "software as a service" (SaaS), cloud subscriptions and managed services.

PaaS/ SaaS/ Cloud Subscriptions (collectively referred to here as cloud-based solutions): We offer cloud-based solutions that provide customers the right to access our software through the internet. Our cloud-based solutions represent a series of distinct services that are ~~fixed~~substantially the same and ~~determinable, and collection is considered probable. We use~~have the ~~residual method~~same pattern of transfer to ~~recognize revenues on delivered elements when a license agreement includes one or more elements~~the customer. These services are made available to the customer continuously throughout the contractual period. However, the extent to which the customer uses the services may vary at the customer’s discretion. The payment for cloud-based solutions may be ~~delivered~~received either at ~~a future date if evidence~~inception of the ~~fair value of all undelivered elements exists. If an undelivered element for the~~ arrangement, ~~exists under the license arrangement, revenues related to the undelivered element is deferred based on vendor-specific objective evidence (VSOE) of the fair value of the undelivered element.~~

Our multiple-element sales arrangements include arrangements where software licenses and the associated post contract customer support (PCS) are sold together. We have established VSOE of the fair value of the undelivered PCS element based on the contracted price for renewal PCS included in the original multiple element sales arrangement, as substantiated by contractual terms and our significant PCS renewal experience, from our existing worldwide base. Our multiple element sales arrangements generally include irrevocable rights for the customer to renew PCS after the bundled term ends. The customer is not subject to any economic or other penalty for failure to renew. Further, the renewal PCS options are for services comparable to the bundled PCS and cover similar terms. It is our experience that customers generally exercise their renewal PCS option. In the renewal transaction, PCS is sold on a stand-alone basis to the licensees one year or more after the original multiple element sales arrangement. The exercised renewal PCS price is consistent with the renewal price in the original multiple element sales arrangement, although an adjustment to reflect consumer price index changes is common.

~~If VSOE of fair value does not exist for all undelivered elements, all revenues are deferred until sufficient evidence exists or revenue is recognized~~ over the term of the ~~last undelivered element.~~arrangement.

~~Cloud services and subscription revenues consist of (i) software as~~These cloud-based solutions are considered to have a service (SaaS) offerings (ii) managed service arrangements and (iii) subscription revenues relating to on premise offerings. The customer contracts for each of these three offerings are long term contracts (greater than twelve months) and are based on the customer’s usage over the contract period. The revenue associated with such contracts is recognized once usage has been measured, the fee is fixed and determinable and collection is probable.

In certain managed services arrangements, we sell transaction processing along with implementation and start-up services. Start-up services performed as part of the core implementation may include: infrastructure assessment and capacity planning, provisioning of infrastructure, customer connectivity and other initial setup activities. These sets of services do not have stand-alone value and, therefore, they do not qualify as separate units of accounting and are not separated. We believe these services do not have stand-alone value assingle performance obligation where the customer ~~only~~simultaneously receives ~~value from these services in conjunction with~~and consumes the ~~use of the related transaction processing service,~~benefit, and as such we do not sell such services separately, and the output of such services cannot be re-sold by the customer. Revenues related to start-up services are recognized over the longer of the contract term or the estimated customer life. In some arrangements, we also sell distinct implementation and professional services that do have stand-alone value and can be separated from other elements in the arrangement. To the extent that they can be separately identified, therecognize revenue related to these services is recognized as the service is performed; otherwise they are recognized in the same pattern as discussed above. In some arrangements, we also sell professional services as a separate single element arrangement. The revenue related to these services is recognized as the service is performed. We defer all direct and relevant start-up costs associated with non-distinct start-up and core implementation activities of long-term customer contracts to the extent such costs can be recovered through guaranteed contract revenues. All other costs related to distinct implementation and professional services arrangements are recognized as the services is performed and expensed as incurred.

Service revenues consist of revenues from consulting, implementation, training and integration services. These services are set forth separately in the contractual arrangements such that the total price of the customer arrangement is expected to vary as a result of the inclusion or exclusion of these services. For those contracts where the services are not essential to the functionality of any other element of the transaction, we determine VSOE of fair value for these services based upon normal pricing and discounting practices for these services when sold separately. These consulting and implementation services contracts are primarily time and materials based contracts that are, on average, less than six months in length. Revenues from these services are recognized at the time such services are performed.

Revenues for contracts that are primarily fixed fee arrangements, wherein the services are not essential to the functionality of a software element, are recognized using the proportional performance method.

~~Revenues from training and integration services are recognized in the period in which these services are performed.~~

~~Customer support revenues consist of revenues derived from contracts to provide PCS to license holders. These revenues are recognized~~cloud-based solutions ratably over the term of the ~~contract. Advance billings~~contractual agreement. For example, revenue related to cloud-based solutions that are provided on a usage basis, such as the number of ~~PCS~~users, is recognized based on a customer’s utilization of the services in a given period.

Additionally, a software license is present in a cloud-based solutions arrangement if all of the following criteria are met:

(i)The customer has the contractual right to take possession of the software at any time without significant penalty; and

(ii)It is feasible for the customer to host the software independent of us.

In these cases where a software license is present in a cloud-based solutions arrangement it is assessed to determine if it is distinct from the cloud-based solutions arrangement. The revenue allocated to the distinct software license would be recognized at the point in time the software license is transferred to the customer, whereas the revenue allocated to the hosting performance obligation would be recognized ratably on a monthly basis over the contractual term unless evidence suggests that revenue is earned, or obligations are fulfilled in a different pattern over the contractual term of the arrangement.

Managed services: We provide comprehensive B2B process outsourcing services for all day-to-day operations of a customers’ B2B integration program. Customers using these managed services are not ~~recorded~~permitted to take possession of our software and the ~~extent that~~contract is for a defined period, where customers pay a monthly or quarterly fee. Our performance obligation is satisfied as we provide services of operating and managing a customer's electronic data interchange (EDI) environment. Revenue relating to these services is recognized using an output method based on the expected level of service we will provide over the term of the ~~PCS has not commenced~~contract.

In connection with cloud subscription and ~~payment has not been received.~~managed service contracts, we often agree to perform a variety of services before the customer goes live, such as, converting and migrating customer data, building interfaces and providing training. These services are considered an outsourced suite of professional services which can involve certain project-based activities. These services can be provided at the initiation of a contract, during the implementation or on an ongoing basis as part of the customer life cycle. These services can be charged separately on a fixed fee, a time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee. These outsourced professional services are considered distinct from the ongoing hosting services and represent a separate performance obligation within our cloud subscription or managed services arrangements. The obligation to provide outsourced professional services is satisfied over time, with the customer simultaneously receiving and consuming the benefits as we satisfy our performance obligations. For outsourced professional services, we recognize revenue by measuring progress toward the satisfaction of our performance obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we recognize revenue at that amount.

Customer support revenue

~~Deferred revenues primarily relate to cloud~~Customer support revenue is associated with perpetual, term license and off-cloud subscription arrangements. As customer support ~~agreements which have been paid for by customers prior~~is not critical to the ~~performance of those services. Generally, the services related~~customers' ability to derive benefit from their right to use our software, customer support ~~agreements~~is considered a distinct performance obligation when sold together in a bundled arrangement along with the software.

Customer support consists primarily of technical support and the provision of unspecified updates and upgrades on a when-and-if-available basis. Customer support for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Customer support for term and subscription licenses is renewable concurrently with such licenses for the same duration of time. Payments for customer support are generally made at the inception of the contract term or in installments over

the term of the maintenance period. Our customer support team is ready to provide these maintenance services, as needed, to the customer during the contract term. As the elements of customer support are delivered concurrently and have the same pattern of transfer, customer support is accounted for as a single performance obligation. The customer benefits evenly throughout the contract period from the guarantee that the customer support resources and personnel will be ~~provided in the twelve months after the signing of the agreement. For cloud-related service agreements, deferred revenues are primarily~~available to them, and that any unspecified upgrades or unspecified future products developed by us will be made available. Revenue for customer support is recognized ratably over the ~~performance or service~~contract period based on the start and end dates of the maintenance term, in line with how we believe services are provided.

License revenue

Our license revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses, all of which ~~can vary from~~are deployed on the customer’s premises (off-cloud).

Perpetual licenses: We sell perpetual licenses which provide customers the right to use software for an indefinite period of time in exchange for a one-time license fee, which is generally paid at contract inception. Our perpetual licenses provide a right to ~~contract. Deferred implementation~~use intellectual property (IP) that is functional in nature and have significant stand-alone functionality. Accordingly, for perpetual licenses of functional IP, revenue ~~specifically,~~ is recognized at the point-in-time when control has been transferred to the customer, which normally occurs once software activation keys have been made available for download.

Term licenses and Subscription licenses: We sell both term and subscription licenses which provide customers the right to use software for a specified period in exchange for a fee, which may be paid at contract inception or paid in installments over the ~~longer~~period of the ~~estimated~~contract. Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality. Accordingly, for both term and subscription licenses, revenue is recognized at the point-in-time when the customer ~~life~~is able to use and benefit from the software, which is normally once software activation keys have been made available for download at the commencement of the term.

Professional service and other revenue

Our professional services, when offered along with software licenses, consist primarily of technical and training services. Technical services may include installation, customization, implementation or ~~initial~~consulting services. Training services may include access to online modules or the delivery of a training package customized to the customer’s needs. At the customer’s discretion, we may offer one, all, or a mix of these services. Payment for professional services is generally a fixed fee or a fee based on time and materials. Professional services can be arranged in the same contract ~~term.~~as the software license or in a separate contract.

~~We may enter into certain long-term sales contracts involving the sale of integrated solutions that include the modification and customization of software and the provision of~~As our professional services ~~that are essential to~~do not significantly change the functionality of the license and our customers can benefit from our professional services on their own or together with other ~~elements in this arrangement. As prescribed by ASC Topic 985-605,~~readily available resources, we ~~recognize revenues from such arrangements in accordance with~~consider professional services distinct within the contract accounting guidelines in ASC Topic 605-35, “Construction-Type and Production-Type Contracts” (Topic 605-35), after evaluating for separation of any non-Topic 605-35 elements in accordance with the provisions of ASC Topic 605-25, “Multiple-Element Arrangements” (Topic 605-25). When circumstances exist that allow us to make reasonably dependable estimates of contract revenues, contract costs and the progresscontext of the ~~contract~~contract.

Professional service revenue is recognized over time as long as: (i) the customer simultaneously receives and consumes the benefits as we perform them, (ii) our performance creates or enhances an asset the customer controls as we perform, and (iii) our performance does not create an asset with an alternative use and we have the enforceable right to ~~completion,~~payment.

If all the above criteria are met, we ~~account~~use an input-based measure of progress for ~~sales under such long-term contracts using the percentage-of-completion (POC) method of accounting. Under the POC method,~~recognizing professional service revenue. For example, we ~~measure progress towards completion based upon an input measure and calculate this as the proportion of the actual~~may consider total labor hours incurred compared to total expected labor hours. As a practical expedient, when we invoice a customer at an amount that corresponds directly with the ~~total estimated hours.~~value to the customer of our performance to date, we will recognize revenue at that amount.

Material rights

To the extent that we grant our customer an option to acquire additional products or services in one of our arrangements, we will account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. For ~~training~~example, if we give the customer an option to acquire additional goods or services in the future at a price that is significantly lower than the current price, this would be a material right as it allows the customer to, in effect, pay in advance for the option to purchase future products or services. If a material right exists in one of our contracts, then revenue allocated to the option is deferred and ~~integration services rendered under such contracts, revenues are recognized as the~~we would recognize that deferred revenue only when those future products or services are ~~rendered. We will review,~~transferred or when the option expires.

Based on ~~a quarterly basis,~~history, our contracts do not typically contain material rights and when they do, the total estimated remaining costs to completion for each of these contracts and apply the impact of any changes on the POC prospectively. If at any time we anticipate that the estimated remaining costs to completion will exceed the value of the contract, the resulting loss will be recognized immediately.

~~When circumstances exist that prevent us from making reasonably dependable estimates of contract revenues, we account for sales under such long-term contracts using the completed contract method.~~

We execute certain sales contracts through resellers and distributors (collectively, resellers) and also large, well-capitalized partners such as SAP SE and Accenture plc. (collectively, channel partners).

Revenues relating to sales through resellers and channel partners are recognized when all the recognition criteria have been met, in other words, persuasive evidence of an arrangement exists, delivery has occurred in the reporting period, the feematerial right is fixed and determinable, and collectability is probable. In addition we assess the creditworthiness of each reseller and if the reseller is newly formed, undercapitalized or in financial difficulty any revenues expected to emanate from such resellers are deferred and recognized only when cash is received and all other revenue recognition criteria are met.

~~Please also refer to "Recent Accounting Pronouncements" within Note 2 "Accounting Policies and Recent Accounting Pronouncements"~~not significant to our Consolidated Financial ~~Statements included~~Statements.

Arrangements with multiple performance obligations

Our contracts generally contain more than one of the products and services listed above. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation may require judgment, specifically when assessing whether both of the following two criteria are met:

•the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer; and

•our promise to transfer the product or service to the customer is separately identifiable from other promises in ~~this Annual Report~~the contract.

If these criteria are not met, we determine an appropriate measure of progress based on ~~Form 10-K~~the nature of our overall promise for the single performance obligation.

If these criteria are met, each product or service is separately accounted for as a distinct performance obligation and the total transaction price is allocated to each performance obligation on a relative standalone selling price (SSP) basis.

Standalone selling price

The SSP reflects the price we would charge for a ~~discussion~~specific product or service if it were sold separately in similar circumstances and to similar customers. In most cases we are able to establish the SSP based on observable data. We typically establish a narrow SSP range for our products and services and assess this range on a periodic basis or when material changes in facts and circumstances warrant a review.

If the SSP is not directly observable, then we estimate the amount using either the expected cost plus a margin or residual approach. Estimating SSP requires judgment that could impact the amount and timing of revenue recognized. SSP is a formal process whereby management considers multiple factors including, but not limited to, geographic or region specific factors, competitive positioning, internal costs, profit objectives, and pricing practices.

Transaction Price Allocation

In bundled arrangements, where we have more than one distinct performance obligation, we must allocate the transaction price to each performance obligation based on its relative SSP. However, in certain bundled arrangements, the SSP may not always be directly observable. For instance, in bundled arrangements with license and customer support, we allocate the transaction price between the license and customer support performance obligations using the residual approach because we have determined that the SSP for licenses in these arrangements are highly variable. We use the residual approach only for our ~~upcoming adoption~~license arrangements. When the SSP is observable but contractual pricing does not fall within our established SSP range, then an adjustment is required and we will allocate the transaction price between license and customer support at a constant ratio reflecting the mid-point of ~~Topic 606 "Revenue from Contracts~~the established SSP range.

When two or more contracts are entered into at or near the same time with ~~Customers".~~the same customer, we evaluate the facts and circumstances associated with the negotiation of those contracts. Where the contracts are negotiated as a package, we will account for them as a single arrangement and allocate the consideration for the combined contracts among the performance obligations accordingly.

~~As noted further~~We believe there are significant assumptions, judgments and estimates involved in ~~Note 2 "Accounting Policies~~the accounting for revenue recognition as discussed above and ~~Recent Accounting Pronouncements" to~~these assumptions, judgment and estimates could impact the timing of when revenue is recognized and could have a material impact on our Consolidated Financial Statements included in this Annual Report on Form 10-K, Topic 606 supersedes the revenue recognition requirements in Topic 605 and nearly all other existing revenue recognition guidance under U.S. GAAP. We will be adopting Topic 606 using the cumulative effect approach when this guidance becomes effective for us, starting in the first quarter of Fiscal 2019.Statements.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable.

Our operations are analyzed by management and our chief operating decision maker (CODM) as being part of a single industry segment: the design, development, marketing and sales of ~~EIM~~Information Management software and solutions. Therefore, our goodwill impairment assessment is based on the allocation of goodwill to a single reporting unit.

We ~~initially~~ perform a qualitative assessment to test our reporting unit's goodwill for impairment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the ~~second step~~quantitative assessment of the impairment test is performed. In the ~~second step of the impairment test,~~quantitative assessment, we ~~estimate~~compare the fair value of our reporting unit ~~and compare it~~ to its carrying value. If the fair value of the reporting unit exceeds ~~the~~its carrying value, goodwill is not considered ~~impaired.~~impaired and we are not required to perform further testing. If the carrying value

of the net assets of our reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded.

Our annual impairment analysis of goodwill was performed as of April 1, ~~2018.~~2021. Our qualitative assessment indicated that there were no indications of impairment and therefore there was no impairment of goodwill required to be recorded for Fiscal ~~2018.~~

2021 (no impairments were recorded for Fiscal 2020 and Fiscal 2019, respectively).

Acquired intangibles

In accordance with business combinations accounting, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired ~~intangibles~~intangible assets typically consist of acquired technology and customer ~~relationships associated with various acquisitions.~~relationships.

~~Acquired technology~~In valuing our acquired intangible assets, we may make assumptions and estimates based in part on information obtained from the management of the acquired company, which may make our assumptions and estimates inherently uncertain. Examples of critical estimates we may make in valuing certain of the intangible assets that we acquire include, but are not limited to:

•future expected cash flows of our individual revenue streams;

•historical and expected customer attrition rates and anticipated growth in revenue from acquired customers;

•the expected use of the acquired assets; and

•discount rates.

As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is ~~initially~~ recorded atas goodwill.

Although we believe the assumptions and estimates of fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions. We amortize acquired technology over its estimated useful life on a straight-line basis.

~~Customer relationships represent relationships that~~ we have ~~with customers~~made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are ~~either based upon contractual or legal rights or are considered separable; that is, capable of being separated from the acquired entity~~inherently uncertain and being sold, transferred, licensed, rented or exchanged. These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows. We amortize customer relationships on a straight-line basis over their estimated useful lives.

~~We continually evaluate the remaining estimated useful life of our intangible assets being amortized~~subject to ~~determine whether~~refinement. Unanticipated events and circumstances ~~warrant~~may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. As a ~~revision~~result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the ~~remaining~~assets acquired and liabilities assumed with the corresponding offset to goodwill, if the changes are related to conditions that existed at the time of the acquisition. Upon the conclusion of the measurement period or final determination of ~~amortization.~~the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments, based on events that occurred subsequent to the acquisition date, are recorded in our Consolidated Statements of Income.

Income taxes

We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense.

We account for our uncertain tax provisions by using a two-step ~~approach to recognizing and measuring uncertain tax positions.~~approach. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including the resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. On subsequent recognition and measurement the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company's best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. We recognize both accrued interest and penalties related to liabilities for income taxes within the "Provision for (recovery of) income taxes" line of our Consolidated Statements of Income.

Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense.

The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Since tax law is complex and often subject to varied interpretations, it is uncertain whether some of the Company’s tax positions will be sustained upon audit. Our assumptions, judgments and

estimates relative to the current provision for income taxes considers current tax laws, our interpretations of current tax laws and possible outcomes of current and future audits conducted by domestic and foreign tax authorities. While we believe the assumptions and estimates that we have made are reasonable, such assumptions and estimates could have a material impact to our Consolidated Financial Statements upon ultimate resolution of the tax positions.

For additional details, please see note 15 "Income Taxes" to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

RESULTS OF OPERATIONS

The following tables provide a detailed analysis of our results of operations and financial condition. For each of the periods indicated below, we present our revenues by product type, revenues by major geography, cost of revenues by product type, total gross margin, total operating margin, gross margin by product type, and their corresponding percentage of total revenue.

In addition, we provide Non-GAAP measures for the periods discussed in order to provide additional information to investors that we believe will be useful as this presentation is in line with how our management assesses our Company's performance. See "Use of Non-GAAP Financial Measures" below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

Summary of Results of Operations


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
Total Revenues by Product Type:
Cloud services and subscriptions	$	1,407,445		$	249,759	$	1,157,686		$	249,874	$	907,812
Customer support	1,334,062			58,476		1,275,586			27,671		1,247,915
License	384,711			(18,140)		402,851			(25,241)		428,092
Professional service and other	259,897			(13,716)		273,613			(11,323)		284,936
Total revenues	3,386,115			276,379		3,109,736			240,981		2,868,755
Total Cost of Revenues	1,034,466			30,691		1,003,775			73,072		930,703
Total GAAP-based Gross Profit	2,351,649			245,688		2,105,961			167,909		1,938,052
Total GAAP-based Gross Margin %	69.4		%			67.7		%			67.6		%
Total GAAP-based Operating Expenses	1,610,746			8,314		1,602,432			231,390		1,371,042
Total GAAP-based Income from Operations	$	740,903		$	237,374	$	503,529		$	(63,481)	$	567,010

% Revenues by Product Type:
Cloud services and subscriptions	41.6		%			37.2		%			31.7		%
Customer support	39.4		%			41.0		%			43.5		%
License	11.3		%			13.0		%			14.9		%
Professional service and other	7.7		%			8.8		%			9.9		%

Total Cost of Revenues by Product Type:
Cloud services and subscriptions	$	481,818		$	31,878	$	449,940		$	65,947	$	383,993
Customer support	122,753			(1,141)		123,894			(449)		124,343
License	13,916			2,595		11,321			(3,026)		14,347
Professional service and other	197,183			(15,720)		212,903			(11,732)		224,635
Amortization of acquired technology-based intangible assets	218,796			13,079		205,717			22,332		183,385
Total cost of revenues	$	1,034,466		$	30,691	$	1,003,775		$	73,072	$	930,703

% GAAP-based Gross Margin by Product Type:
Cloud services and subscriptions	65.8		%			61.1		%			57.7		%
Customer support	90.8		%			90.3		%			90.0		%
License	96.4		%			97.2		%			96.6		%
Professional service and other	24.1		%			22.2		%			21.2		%

Total Revenues by Geography:(1)
Americas (2)	$	2,069,083		$	165,433	$	1,903,650		$	220,368	$	1,683,282
EMEA (3)	1,031,607			89,326		942,281			21,859		920,422
Asia Pacific (4)	285,425			21,620		263,805			(1,246)		265,051
Total revenues	$	3,386,115		$	276,379	$	3,109,736		$	240,981	$	2,868,755
% Revenues by Geography:
Americas (2)	61.1		%			61.2		%			58.7		%
EMEA (3)	30.5		%			30.3		%			32.1		%
Asia Pacific (4)	8.4		%			8.5		%			9.2		%

Other Metrics:
GAAP-based gross margin	69.4		%			67.7		%			67.6		%
Non-GAAP-based gross margin (5)	76.1		%			74.5		%			74.1		%
Net income, attributable to OpenText	$	310,672				$	234,225				$	285,501
GAAP-based EPS, diluted	$	1.14				$	0.86				$	1.06
Non-GAAP-based EPS, diluted (5)	$	3.39				$	2.89				$	2.76
Adjusted EBITDA (5)	$	1,315,033				$	1,148,080				$	1,100,291

(1) Total revenues by geography are determined based on the location of our end customer.

(2) Americas consists of countries in North, Central and South America.

(3) EMEA primarily consists of countries in Europe, the Middle East and Africa.

(4) Asia Pacific primarily consists of Japan, Australia, China, Korea, Philippines, Singapore, India and New Zealand.

(5) See "Use of Non-GAAP Financial Measures" (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP- based measures.

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Total Revenues by Product Type:
License $ 437,512
$ 68,368
$ 369,144
$ 85,434
$ 283,710
Cloud services and subscriptions 828,968
123,473
705,495
104,477
601,018
Customer support 1,232,504
251,402
981,102
234,693
746,409
Professional service and other 316,257
80,941
235,316
42,225
193,091
Total revenues 2,815,241
524,184
2,291,057
466,829
1,824,228
Total Cost of Revenues 951,411
189,020
762,391
188,391
574,000
Total GAAP-based Gross Profit 1,863,830
335,164
1,528,666
278,438
1,250,228
Total GAAP-based Gross Margin % 66.2 % 66.7 % 68.5 %
Total GAAP-based Operating Expenses 1,358,427
182,693
1,175,734
294,069
881,665
Total GAAP-based Income from Operations $ 505,403
$ 152,471
$ 352,932
$ (15,631 ) $ 368,563

% Revenues by Product Type:
License 15.6 % 16.1 % 15.6 %
Cloud services and subscriptions 29.4 % 30.8 % 32.9 %
Customer support 43.8 % 42.8 % 40.9 %
Professional service and other 11.2 % 10.3 % 10.6 %

Total Cost of Revenues by Product Type:
License $ 13,693
$ 61
$ 13,632
$ 3,336
$ 10,296
Cloud services and subscriptions 364,091
63,836
300,255
56,234
244,021
Customer support 134,089
11,336
122,753
32,892
89,861
Professional service and other 253,670
58,475
195,195
39,611
155,584
Amortization of acquired technology-based intangible assets 185,868
55,312
130,556
56,318
74,238
Total cost of revenues $ 951,411
$ 189,020
$ 762,391
$ 188,391
$ 574,000

% GAAP-based Gross Margin by Product Type:
License 96.9 % 96.3 % 96.4 %
Cloud services and subscriptions 56.1 % 57.4 % 59.4 %
Customer support 89.1 % 87.5 % 88.0 %
Professional service and other 19.8 % 17.0 % 19.4 %

Total Revenues by Geography:⁽¹⁾

Americas ⁽²⁾
$ 1,619,634
$ 262,215
$ 1,357,419
$ 308,320
$ 1,049,099
EMEA⁽³⁾
917,767
197,207
720,560
109,613
610,947
Asia Pacific⁽⁴⁾
277,840
64,762
213,078
48,896
164,182
Total revenues $ 2,815,241
$ 524,184
$ 2,291,057
$ 466,829
$ 1,824,228

% Revenues by Geography:
Americas ⁽²⁾
57.5 % 59.2 % 57.5 %
EMEA⁽³⁾
32.6 % 31.5 % 33.5 %
Asia Pacific⁽⁴⁾
9.9 % 9.3 % 9.0 %

Year Ended June 30,
2018 2017 2016
GAAP-based gross margin 66.2 % 66.7 % 68.5 %
GAAP-based operating margin 18.0 % 15.4 % 20.2 %
GAAP-based EPS, diluted $ 0.91
$ 4.01
⁽⁶⁾
$ 1.17
Net income, attributable to OpenText $ 242,224
$ 1,025,659
⁽⁶⁾
$ 284,477
Non-GAAP-based gross margin ⁽⁵⁾
73.0 % 72.6 % 72.8 %
Non-GAAP-based operating margin ⁽⁵⁾
33.1 % 31.8 % 33.8 %
Non-GAAP-based EPS, diluted⁽⁵⁾
$ 2.56
$ 2.02
$ 1.77
Adjusted EBITDA ⁽⁵⁾
$ 1,019,061
$ 792,517
$ 671,737



~~(1)~~	~~Total revenues by geography are determined based on the location of our end customer.~~
~~(2)~~	~~Americas consists of countries in North, Central and South America.~~
~~(3)~~	~~EMEA primarily consists of countries in Europe, the Middle East and Africa.~~
~~(4)~~	~~Asia Pacific primarily consists of the countries Japan, Australia, China, Korea, Philippines, Singapore and New Zealand.~~
~~(5)~~	~~See "Use of Non-GAAP Financial Measures" (discussed later in this MD&A) for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.~~
~~(6)~~	We recorded a significant tax benefit in the first quarter of Fiscal 2017 of $876.1 million. This significant tax benefit is specifically tied to the Company's internal reorganization and applied to the first quarter of Fiscal 2017 only and as a result, has not and will not continue in future periods.

Revenues, Cost of Revenues and Gross Margin by Product Type

1) ~~License:~~

License revenues consist of fees earned from the licensing of software products to customers. Our license revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products, and our acquisitions. Cost of license revenues consists primarily of royalties payable to third parties.

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
License Revenues:
Americas $ 207,655
$ 29,257
$ 178,398
$ 46,760
$ 131,638
EMEA 170,631
23,788
146,843
20,919
125,924
Asia Pacific 59,226
15,323
43,903
17,755
26,148
Total License Revenues 437,512
68,368
369,144
85,434
283,710
Cost of License Revenues 13,693
61
13,632
3,336
10,296
GAAP-based License Gross Profit $ 423,819
$ 68,307
$ 355,512
$ 82,098
$ 273,414
GAAP-based License Gross Margin % 96.9 % 96.3 % 96.4 %

% License Revenues by Geography:

Americas 47.5 % 48.3 % 46.4 %
EMEA 39.0 % 39.8 % 44.4 %
Asia Pacific 13.5 % 11.9 % 9.2 %

~~Fiscal 2018 Compared to Fiscal 2017~~

License revenues increased by $68.4 million during Fiscal 2018 as compared to the prior fiscal year, inclusive of the positive impact of foreign exchange of approximately $13.9 million. Geographically, the overall increase was attributable to an increase in Americas of $29.3 million, an increase in EMEA of $23.8 million and an increase in Asia Pacific of $15.3 million. During Fiscal 2018, we closed 140 license deals greater than $0.5 million, of which 58 deals were greater than $1.0 million. This is compared to 125 deals in Fiscal 2017, of which 50 deals were greater than $1.0 million. The increase in license deals has contributed to higher license revenues in the current fiscal year.

Cost of license revenues remained relatively stable during Fiscal 2018, as compared to the prior fiscal year. Overall, the gross margin percentage on license revenues increased slightly to approximately 97% from approximately 96%.

~~Fiscal 2017 Compared to Fiscal 2016~~

License revenues increased by $85.4 million during Fiscal 2017 as compared to the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $3.6 million. Geographically, the overall increase was attributable to an increase in Americas of $46.8 million, an increase in EMEA of $20.9 million and an increase in Asia Pacific of $17.8 million. The number of license deals greater than $0.5 million that closed during Fiscal 2017 was 125 deals, of which 50 deals were greater than $1.0 million, compared to 78 deals in Fiscal 2016, of which 34 deals were greater than $1.0 million.

Cost of license revenues increased by $3.3 million during Fiscal 2017 as compared to the prior fiscal year as a result of an increase in third party technology costs relating to a broad range of products that we have inherited from our recent acquisitions. Overall, the gross margin percentage on license revenues remained relatively stable at 96%.

2) Cloud Services and Subscriptions:

Cloud services and ~~subscription~~subscriptions revenues ~~consist~~are from hosting arrangements where in connection with the licensing of ~~(i) SaaS offerings, (ii) managed service arrangements and (iii) subscription revenues relating to on premise offerings. These offerings allow our customers to make use~~software, the end user does not take possession of ~~OpenText~~the software, services and content over Internet enabled networks supported by OpenText data centers. These web applications allow customers to transmit a variety of content between various mediums and to securely manage enterprise information without the commitment of investing in related hardware infrastructure. Revenues are generated on several transactional usage-based models, are typically billed monthly in arrears, and can therefore fluctuateas well as from period to period. Certain service fees are occasionally charged to customize hosted software for some customers and are either amortized over the estimated customer life, in the case of setup fees, or recognized in the period they are provided.

In addition, we offer business-to-business (B2B) integration solutions, such as messaging services, and managed services. Messaging services allow for the automated and reliable exchange of electronic transaction information, such as purchase orders, invoices, shipment notices and other business documents, among businesses worldwide. Managed services provide an end-to-end fully outsourced B2B integration ~~solution~~solutions to our customers ~~including program implementation, operational management,~~(collectively referred to as cloud arrangements). The software application resides on our hardware or that of a third party, and the customer ~~support. These services enable customers~~accesses and uses the software on an as-needed basis via an identified line. Our cloud arrangements can be broadly categorized as PaaS, SaaS, cloud subscriptions and managed services. For the year ended June 30, 2021, our cloud renewal rate, excluding the impact of Carbonite Inc. (Carbonite), was approximately 93%, compared to ~~effectively manage~~approximately 96% for the flow of electronic transaction information with their trading partners and reduce the complexity of disparate standards and communication protocols. Revenues are primarily generated through transaction processing. Transaction processing fees are recurring in nature and are recognized on a per transaction basis in the period in which the related transactions are processed. Revenues from contracts with monthly, quarterly or annual minimum transaction levels are recognized based on the greater of the actual transactions or the specified contract minimum amounts during the relevant period. Customers who are not committed to multi-year contracts generally are under contracts for transaction processing solutions that automatically renew every month or year ~~depending on the terms of the specific contracts.~~ended June 30, 2020.

Cost of Cloud services and subscriptions revenues is comprised primarily of third party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs, ~~amortization of customer set up and implementation costs,~~ and some third party royalty costs.

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Cloud Services and Subscriptions:
Americas $ 555,223
$ 70,216
$ 485,007
$ 86,294
$ 398,713
EMEA 191,520
40,673
150,847
13,059
137,788
Asia Pacific 82,225
12,584
69,641
5,124
64,517
Total Cloud Services and Subscriptions Revenues 828,968
123,473
705,495
104,477
601,018
Cost of Cloud Services and Subscriptions Revenues 364,091
63,836
300,255
56,234
244,021
GAAP-based Cloud Services and Subscriptions Gross Profit $ 464,877
$ 59,637
$ 405,240
$ 48,243
$ 356,997
GAAP-based Cloud Services and Subscriptions Gross Margin % 56.1 % 57.4 % 59.4 %

% Cloud Services and Subscriptions Revenues by Geography:
Americas 67.0 % 68.7 % 66.3 %
EMEA 23.1 % 21.4 % 22.9 %
Asia Pacific 9.9 % 9.9 % 10.8 %

~~Fiscal 2018 Compared to Fiscal 2017~~


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
Cloud Services and Subscriptions:
Americas	$	1,048,444		$	209,001	$	839,443		$	222,667	$	616,776
EMEA	256,199			23,343		232,856			26,629		206,227
Asia Pacific	102,802			17,415		85,387			578		84,809
Total Cloud Services and Subscriptions Revenues	1,407,445			249,759		1,157,686			249,874		907,812
Cost of Cloud Services and Subscriptions Revenues	481,818			31,878		449,940			65,947		383,993
GAAP-based Cloud Services and Subscriptions Gross Profit	$	925,627		$	217,881	$	707,746		$	183,927	$	523,819
GAAP-based Cloud Services and Subscriptions Gross Margin %	65.8		%			61.1		%			57.7		%

% Cloud Services and Subscriptions Revenues by Geography:
Americas	74.5		%			72.5		%			67.9		%
EMEA	18.2		%			20.1		%			22.7		%
Asia Pacific	7.3		%			7.4		%			9.4		%

Cloud services and subscriptions revenues increased by ~~$123.5~~$249.8 million or 21.6% during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year, inclusive~~year; up 20.0% after factoring in the favorable impact of ~~the positive impact~~$17.8 million of foreign exchange ~~of approximately $10.4 million.~~rates. The increase was primarily driven by incremental Cloud services and subscriptions revenues from acquisitions in the comparative period. Geographically, the overall change was attributable to an increase in Americas of ~~$70.2~~$209.0 million, an increase in EMEA of ~~$40.7~~$23.3 million and an increase in Asia Pacific of ~~$12.6~~$17.4 million. ~~The number of Cloud~~

There were 64 cloud services ~~deals~~contracts greater than $1.0 million that closed during Fiscal ~~2018 was 46 deals,~~2021, compared to ~~51 in~~44 contracts during Fiscal ~~2017.~~2020.

Cost of Cloud services and subscriptions revenues increased by ~~$63.8~~$31.9 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year, primarily~~year. This was due to ~~(i)~~ an increase in labour-related costs of ~~approximately $59.7~~$16.8 million ~~predominantly on account of recent acquisitions, (ii)~~and an increase in third party network ~~usage~~ fees of ~~$3.0~~$14.9 million, ~~and (iii) an increase in other miscellaneous costs~~both primarily the result of ~~$1.1 million.~~recent acquisitions. Overall, the gross margin percentage on Cloud services and subscriptions revenues ~~decreased slightly~~increased to ~~approximately 56%~~66% from ~~approximately 57%~~61%.

~~Fiscal 2017 Compared to Fiscal 2016~~

Cloud services and subscriptions revenues increased by $104.5 million during Fiscal 2017 as compared to the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $6.3 million. Geographically, the overall change was attributable to an increase in Americas of $86.3 million, an increase in EMEA of $13.1 million and an increase in Asia Pacific of $5.1 million. The number of Cloud services deals greater than $1.0 million that closed during Fiscal 2017 was 51 deals, compared to 31 deals in Fiscal 2016.

Cost of Cloud services and subscriptions revenues increased by $56.2 million during Fiscal 2017 as compared to the prior fiscal year, primarily due to an increase in labour-related costs of approximately $40.0 million resulting from increased headcount, predominantly on account of recent acquisitions, and an increase in third party network usage fees of approximately $16.7 million related to an expanded portfolio of cloud-based offerings. These increases were partially offset by a reduction in other miscellaneous costs of $0.5 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues decreased to approximately 57% from approximately 59%.

3)2) Customer Support:

Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when ~~and if~~ available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, ~~with customer renewal options.~~and are renewable, generally on an annual basis, at the option of the customer. Our management reviews our Customer support renewal rates on a quarterly basis, and we use these rates as a method of monitoring our customer service performance. For the ~~quarter~~year ended June 30, ~~2018,~~2021, our Customer support renewal rate was approximately ~~91%~~94%, ~~stable compared~~consistent with the ~~Customer support renewal rate during the quarter~~year ended June 30, ~~2017.~~

2020.

Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third party royalty costs.

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Customer Support Revenues:
Americas $ 705,285
$ 122,870
$ 582,415
$ 153,508
$ 428,907
EMEA 423,773
103,145
320,628
60,502
260,126
Asia Pacific 103,446
25,387
78,059
20,683
57,376
Total Customer Support Revenues 1,232,504
251,402
981,102
234,693
746,409
Cost of Customer Support Revenues 134,089
11,336
122,753
32,892
89,861
GAAP-based Customer Support Gross Profit $ 1,098,415
$ 240,066
$ 858,349
$ 201,801
$ 656,548
GAAP-based Customer Support Gross Margin % 89.1 % 87.5 % 88.0 %

% Customer Support Revenues by Geography:
Americas 57.2 % 59.4 % 57.5 %
EMEA 34.4 % 32.7 % 34.9 %
Asia Pacific 8.4 % 7.9 % 7.6 %

~~Fiscal 2018 Compared to Fiscal 2017~~


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
Customer Support Revenues:
Americas	$	743,724		$	9,146	$	734,578		$	16,369	$	718,209
EMEA	481,558			43,111		438,447			10,735		427,712
Asia Pacific	108,780			6,219		102,561			567		101,994
Total Customer Support Revenues	1,334,062			58,476		1,275,586			27,671		1,247,915
Cost of Customer Support Revenues	122,753			(1,141)		123,894			(449)		124,343
GAAP-based Customer Support Gross Profit	$	1,211,309		$	59,617	$	1,151,692		$	28,120	$	1,123,572
GAAP-based Customer Support Gross Margin %	90.8		%			90.3		%			90.0		%

% Customer Support Revenues by Geography:
Americas	55.7		%			57.6		%			57.6		%
EMEA	36.1		%			34.4		%			34.3		%
Asia Pacific	8.2		%			8.0		%			8.1		%

Customer support revenues increased by ~~$251.4~~$58.5 million or 4.6% during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year, inclusive~~year; up 1.7% after factoring in the favorable impact of ~~the positive impact~~$37.1 million of foreign exchange ~~of approximately $37.1 million.~~rate changes. Geographically, the overall ~~increase~~change was attributable to an increase in ~~Americas~~EMEA of ~~$122.9~~$43.1 million, an increase in ~~EMEA~~Americas of ~~$103.1~~$9.1 million and an increase in Asia Pacific of ~~$25.4~~$6.2 million.

Cost of Customer support revenues ~~increased~~decreased by ~~$11.3~~$1.1 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year,~~year. This was due to ~~(i) an increase~~a decrease in third party costs of $0.7 million and a decrease in labour-related costs of ~~approximately $10.4 million, which was partially due to recent acquisitions, (ii) an increase in the installed base of third party products of approximately~~ $0.6 million, ~~and (iii)~~partially offset by an increase in other miscellaneous costs of ~~$0.3~~$0.2 million. Overall, the gross margin percentage on Customer support revenues increased to ~~approximately 89%~~91% from ~~approximately 88%~~90%.

3) License:

Our License revenue can be broadly categorized as perpetual licenses, term licenses and subscription licenses. Our License revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products, and our acquisitions. Cost of License revenues consists primarily of royalties payable to third parties.


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
License Revenues:
Americas	$	159,530		$	(40,116)	$	199,646		$	(16,225)	$	215,871
EMEA	178,503			23,296		155,207			(8,415)		163,622
Asia Pacific	46,678			(1,320)		47,998			(601)		48,599
Total License Revenues	384,711			(18,140)		402,851			(25,241)		428,092
Cost of License Revenues	13,916			2,595		11,321			(3,026)		14,347
GAAP-based License Gross Profit	$	370,795		$	(20,735)	$	391,530		$	(22,215)	$	413,745
GAAP-based License Gross Margin %	96.4		%			97.2		%			96.6		%

% License Revenues by Geography:
Americas	41.5		%			49.6		%			50.4		%
EMEA	46.4		%			38.5		%			38.2		%
Asia Pacific	12.1		%			11.9		%			11.4		%

License revenues decreased by $18.1 million or 4.5% during the year ended June 30, 2021 as compared to the prior fiscal year; down 8.6% after factoring in the favorable impact of $16.6 million of foreign exchange rate changes. Geographically, the overall change was attributable to a decrease in Americas of $40.1 million and a decrease in Asia Pacific of $1.3 million, partially offset by an increase in EMEA of $23.3 million.

During Fiscal ~~2017 Compared~~2021, we closed 122 license contracts greater than $0.5 million, of which 45 deals were greater than $1.0 million, contributing $131.6 million of License revenues. This was compared to 120 license contracts greater than $0.5 million during Fiscal ~~2016~~2020, of which 48 deals were greater than $1.0 million, contributing $137.8 million of License revenues.

~~Customer support~~

Cost of License revenues increased by ~~$234.7~~$2.6 million during ~~Fiscal 2017~~the year ended June 30, 2021 as compared to the prior fiscal year ~~inclusive~~as a result of the negative impact of foreign exchange of approximately $12.4 million. Geographically, the overall increase was attributable to an increase in Americas of $153.5 million, an increase in EMEA of $60.5 million and an increase in Asia Pacific of $20.7 million.

Cost of Customer support revenues increased by $32.9 million during Fiscal 2017 as compared to the prior fiscal year, due to (i) an increase in labour-related costs of approximately $27.1 million, which was predominantly due to recent acquisitions, (ii) an increase in the installed base ofhigher third party products of approximately $5.7 million, and (iii) an increase in other miscellaneous costs of $0.1 million. The increase in the installed base of third party products was primarily the result of products we have inherited from our recent acquisitions.technology costs. Overall, the gross margin percentage on ~~Customer support~~License revenues ~~remained stable at approximately 88%~~decreased to 96% from 97%.

4) Professional Service and Other:

Professional service and other revenues consist of revenues from consulting contracts and contracts to provide implementation, training and integration services (professional services). Other revenues consist of hardware ~~revenues. These~~ revenues, which are ~~grouped~~included within the “Professional service and other” category because they are relatively immaterial to our service revenues. Professional services are typically performed after the purchase of new software licenses. Professional service and other revenues can vary from period to period based on the type of engagements as well as those implementations that are assumed by our partner network.

Cost of ~~professional~~Professional service and other revenues consists primarily of the costs of providing integration, configuration and training with respect to our various software products. The most significant components of these costs are personnel-related expenses, travel costs and third party subcontracting.

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Professional Service and Other Revenues:
Americas $ 151,471
$ 39,872
$ 111,599
$ 21,758
$ 89,841
EMEA 131,843
29,601
102,242
15,133
87,109
Asia Pacific 32,943
11,468
21,475
5,334
16,141
Total Professional Service and Other Revenues 316,257
80,941
235,316
42,225
193,091
Cost of Professional Service and Other Revenues 253,670
58,475
195,195
39,611
155,584
GAAP-based Professional Service and Other Gross Profit $ 62,587
$ 22,466
$ 40,121
$ 2,614
$ 37,507
GAAP-based Professional Service and Other Gross Margin % 19.8 % 17.0 % 19.4 %

% Professional Service and Other Revenues by Geography:
Americas 47.9 % 47.4 % 46.5 %
EMEA 41.7 % 43.4 % 45.1 %
Asia Pacific 10.4 % 9.2 % 8.4 %

~~Fiscal 2018 Compared to Fiscal 2017~~


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
Professional Service and Other Revenues:
Americas	$	117,385		$	(12,598)	$	129,983		$	(2,443)	$	132,426
EMEA	115,347			(424)		115,771			(7,090)		122,861
Asia Pacific	27,165			(694)		27,859			(1,790)		29,649
Total Professional Service and Other Revenues	259,897			(13,716)		273,613			(11,323)		284,936
Cost of Professional Service and Other Revenues	197,183			(15,720)		212,903			(11,732)		224,635
GAAP-based Professional Service and Other Gross Profit	$	62,714		$	2,004	$	60,710		$	409	$	60,301
GAAP-based Professional Service and Other Gross Margin %	24.1		%			22.2		%			21.2		%

% Professional Service and Other Revenues by Geography:
Americas	45.2		%			47.5		%			46.5		%
EMEA	44.4		%			42.3		%			43.1		%
Asia Pacific	10.4		%			10.2		%			10.4		%

Professional service and other revenues ~~increased~~decreased by ~~$80.9~~$13.7 million or 5.0% during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year, inclusive~~year; down 8.6% after factoring in the favorable impact of ~~the positive impact~~$9.9 million of foreign exchange ~~of approximately $11.2 million.~~rate changes. Geographically, the overall ~~increase~~change was attributable to ~~an increase~~a decrease in the Americas of ~~$39.9~~$12.6 million, ~~an increase in EMEA of $29.6 million and an increase~~a decrease in Asia Pacific of ~~$11.5~~$0.7 million and a decrease in EMEA of $0.4 million.

Cost of Professional service and other revenues ~~increased~~decreased by ~~$58.5~~$15.7 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year, primarily as a result of an increase in labour-related costs of approximately $53.8 million, which~~year. This was ~~partially~~ due to ~~recent acquisitions,~~a decrease in labour and ~~an increase in other miscellaneous costs~~travel-related expenses of ~~$4.7 million. However,~~$15.8 million resulting from the travel limitations triggered by the COVID-19 pandemic. Overall, the gross margin percentage on Professional service and other revenues increased to ~~approximately 20%~~24% from ~~approximately 17%.~~

~~Fiscal 2017 Compared to Fiscal 2016~~

Professional service and other revenues increased by $42.2 million during Fiscal 2017 as compared to the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $4.1 million. Geographically, the overall increase was attributable to an increase in Americas of $21.8 million, an increase in EMEA of $15.1 million and an increase in Asia Pacific of $5.3 million.

Cost of Professional service and other revenues increased by $39.6 million during Fiscal 2017 as compared to the prior fiscal year, primarily as a result of an increase in labour-related costs of approximately $40.8 million, which was predominantly due to recent acquisitions. Approximately $1.1 million of the increase in labour-related costs was associated with one-time charges incurred earlier this fiscal year from reorganizing our professional services organization. These increases were partially offset by a reduction in other miscellaneous costs of $1.2 million. Overall, the gross margin percentage on Professional service and other revenues decreased to approximately 17% from approximately 19%22%.

Amortization of Acquired Technology-based Intangible Assets

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Amortization of acquired technology-based intangible assets $ 185,868
$ 55,312
$ 130,556
$ 56,318
$ 74,238

~~Fiscal 2018 Compared to Fiscal 2017~~


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Amortization of acquired technology-based intangible assets	$	218,796	$	13,079	$	205,717	$	22,332	$	183,385

Amortization of acquired technology-based intangible assets increased by $13.1 million during ~~Fiscal 2018 by $55.3 million~~the year ended June 30, 2021 as compared to the prior fiscal year. This was primarily due to an increase ~~in amortization~~ of ~~$62.0~~$45.5 million relating to amortization of newly acquired technology-based intangible assets from ~~our~~recent acquisitions, of Hightail, Guidance and Covisint, as well as the full year impact of amortization from our acquisitions of certain assets and liabilities of the enterprise content division of EMC Corporation (ECD Business), certain customer communication management software assets and liabilities from HP Inc. (CCM Business), and Recommind

~~Inc. (Recommind) which were acquired in the prior fiscal year. The increase in amortization was~~ partially offset by a reduction of ~~$6.7~~$32.4 million relating to intangible assets ~~pertaining to~~from certain previous acquisitions becoming fully amortized.

~~Fiscal 2017 Compared to Fiscal 2016~~

Amortization of acquired technology-based intangible assets increased during Fiscal 2017 by $56.3 million as compared to the prior fiscal year. This was due to an increase in amortization of $66.8 million relating to newly acquired technology-based intangible assets from our acquisitions of ECD Business, CCM Business, Recommind, certain customer experience software and services assets and liabilities from HP Inc. (CEM Business), ANXe Business Corporation (ANX) and Daegis Inc. (Daegis). The increase in amortization was partially offset by a reduction of $10.5 million relating to certain intangible assets pertaining to previous acquisitions becoming fully amortized.

~~Operating Expenses~~

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Research and development $ 323,461
$ 41,781
$ 281,680
$ 87,623
$ 194,057
Sales and marketing 529,381
84,543
444,838
100,603
344,235
General and administrative 205,313
34,875
170,438
30,041
140,397
Depreciation 86,943
22,625
64,318
9,389
54,929
Amortization of acquired customer-based intangible assets 184,118
33,276
150,842
37,641
113,201
Special charges (recoveries) 29,211
(34,407 ) 63,618
28,772
34,846
Total operating expenses $ 1,358,427
$ 182,693
$ 1,175,734
$ 294,069
$ 881,665

% of Total Revenues:
Research and development 11.5 % 12.3 % 10.6 %
Sales and marketing 18.8 % 19.4 % 18.9 %
General and administrative 7.3 % 7.4 % 7.7 %
Depreciation 3.1 % 2.8 % 3.0 %
Amortization of acquired customer-based intangible assets 6.5 % 6.6 % 6.2 %
Special charges (recoveries) 1.0 % 2.8 % 1.9 %
Operating Expenses


	Year Ended June 30,
(In thousands)	2021			Change increase (decrease)		2020			Change increase (decrease)		2019
Research and development	$	421,447		$	51,036	$	370,411		$	48,575	$	321,836
Sales and marketing	622,221			37,177		585,044			67,009		518,035
General and administrative	263,521			25,989		237,532			29,623		207,909
Depreciation	85,265			(4,193)		89,458			(8,258)		97,716
Amortization of acquired customer-based intangible assets	216,544			(3,015)		219,559			29,732		189,827
Special charges (recoveries)	1,748			(98,680)		100,428			64,709		35,719
Total operating expenses	$	1,610,746		$	8,314	$	1,602,432		$	231,390	$	1,371,042

% of Total Revenues:
Research and development	12.4		%			11.9		%			11.2		%
Sales and marketing	18.4		%			18.8		%			18.1		%
General and administrative	7.8		%			7.6		%			7.2		%
Depreciation	2.5		%			2.9		%			3.4		%
Amortization of acquired customer-based intangible assets	6.4		%			7.1		%			6.6		%
Special charges (recoveries)	0.1		%			3.2		%			1.2		%

Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses, and facility costs. Research and development ~~assists with~~enables organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to update and upgrade our product offerings. The primary ~~driver is~~drivers are typically ~~budgeted~~ software upgrades and ~~software~~ development.

Change between Fiscal
(In thousands)
2018 and 2017 2017 and 2016
Payroll and payroll-related benefits $ 39,206
$ 58,437
Contract labour and consulting (3,899 ) 9,535
Share-based compensation (1,490 ) 4,333
Travel and communication (343 ) 549
Facilities 7,834
12,203
Other miscellaneous 473
2,566
Total year-over-year change in research and development expenses $ 41,781
$ 87,623

~~Fiscal 2018 Compared to Fiscal 2017~~


	Change between Fiscal Years increase (decrease)
(In thousands)	2021 and 2020		2020 and 2019
Payroll and payroll-related benefits	$	40,794	$	37,612
Contract labour and consulting	(838)		2,305
Share-based compensation	4,550		35
Travel and communication	(1,454)		72
Facilities	8,327		8,684
Other miscellaneous	(343)		(133)
Total change in research and development expenses	$	51,036	$	48,575

Research and development expenses increased by ~~$41.8~~$51.0 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year. This was primarily due to an increase in payroll~~year as a result of recent acquisitions, partially offset by the impact of the COVID-19 travel and spending reduction discussed under "Outlook for Fiscal 2022" above. Payroll and payroll-related benefits, ~~of $39.2~~which includes salaries, benefits and variable short-term incentives, increased by $40.8 million, and ~~an increase in the use of facility and related resources of $7.8 million, which were partly the result of recent acquisitions.~~facility-related expenses increased by $8.3 million. Additionally, share-based compensation expense increased by $4.6 million. These increases were partially offset by ~~a decrease~~reductions in travel and communication expenses of $1.5 million and contract labour and consulting expenses of ~~$3.9 million and a decrease in share-based compensation expense of $1.5~~$0.8 million. Overall, our research and development expenses, as a percentage of total revenues, remained stable ~~at approximately 12%.~~

~~Our research and development labour resources increased by 627 employees, from 2,704 employees at June 30, 2017 to 3,331 employees at June 30, 2018, primarily as a result of our recent acquisitions.~~

~~Fiscal 2017 Compared to Fiscal 2016~~

~~Research and development expenses increased by $87.6 million during Fiscal 2017 as~~ compared to the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $58.4 million and an increase in the use of facility and related resources of $12.2 million, which were predominantly the result of recent acquisitions. Additionally, contract labour and consulting increased by $9.5 million, and share-based compensation increased by $4.3 million. Overall, our research and development expenses, as a percentage of total revenues, increased to approximatelyyear at 12% ~~from approximately 11%~~.

Our research and development labour resources increased by ~~536~~104 employees, from ~~2,168~~4,072 employees at June 30, ~~2016~~2020 to ~~2,704~~4,176 employees at June 30, ~~2017, primarily as a result of our recent acquisitions.~~2021.

Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing events and trade shows.

Change between Fiscal
(In thousands) 2018 and 2017 2017 and 2016
Payroll and payroll-related benefits $ 48,573
$ 63,973
Commissions 16,993
22,762
Contract labour and consulting 609
1,623
Share-based compensation (454 ) (2,273 )
Travel and communication 271
4,628
Marketing expenses 3,880
4,717
Facilities 8,373
5,988
Bad Debt expense 4,013
21
Other miscellaneous 2,285
(836 )
Total year-over-year change in sales and marketing expenses $ 84,543
$ 100,603

~~Fiscal 2018 Compared to Fiscal 2017~~


	Change between Fiscal Years increase (decrease)
(In thousands)	2021 and 2020		2020 and 2019
Payroll and payroll-related benefits	$	28,343	$	40,637
Commissions	11,530		4,306
Contract labour and consulting	135		773
Share-based compensation	8,977		856
Travel and communication	(14,641)		(2,541)
Marketing expenses	11,522		15,926
Facilities	(4,151)		7,228
Credit loss expense	(4,329)		(2,000)
Other miscellaneous	(209)		1,824
Total change in sales and marketing expenses	$	37,177	$	67,009

Sales and marketing expenses increased by ~~$84.5~~$37.2 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year. This was primarily due to an increase in payroll~~year as a result of recent acquisitions, partially offset by the impact of the COVID-19 travel and spending reduction discussed under "Outlook for Fiscal 2022" above. Payroll and payroll-related benefits, ~~of $48.6~~which includes salaries, benefits and variable short-term incentives, increased by $28.3 million, commissions increased by $11.5 million, marketing expenses increased by $11.5 million and ~~an increase in facility and related resources of $8.4 million, both of which were partly the result of recent acquisitions. Additionally, commissions~~share-based compensation expense increased by ~~$17.0~~$9.0 million. These increases were partially offset by reductions in travel and communications of $14.6 million resulting from travel limitations triggered by the COVID-19 pandemic, reductions in ~~conjunction with higher revenues.~~credit loss expense of $4.3 million and reductions in facility related expenses of $4.2 million. Overall, our sales and marketing expenses, as a percentage of total revenues, ~~remained stable at approximately~~decreased to 18% from 19%. in the prior fiscal year.

Our sales and marketing labour resources ~~increased~~decreased by ~~142~~3 employees, from ~~1,806~~2,457 employees at June 30, ~~2017~~2020 to ~~1,948~~2,454 employees at June 30, ~~2018, primarily as a result of our recent acquisitions.~~2021.

~~Fiscal 2017 Compared to Fiscal 2016~~

Sales and marketing expenses increased by $100.6 million during Fiscal 2017 as compared to the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $64.0 million and an increase in facility and related resources of $6.0 million, both of which were predominantly the result of recent acquisitions. Additionally, commissions expense increased by $22.8 million in conjunction with higher revenues. The remainder of the change was primarily attributable to normal growth in our business operations. Overall, our sales and marketing expenses, as a percentage of total revenues, remained stable at approximately 19%.

~~Our sales and marketing labour resources increased by 364 employees, from 1,442 employees at June 30, 2016 to 1,806 employees at June 30, 2017, primarily as a result of our recent acquisitions.~~

General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, contract labour and consulting expenses and public company costs.

Change between Fiscal
(In thousands) 2018 and 2017 2017 and 2016
Payroll and payroll-related benefits $ 22,909
$ 17,923
Contract labour and consulting (1,054 ) 4,879
Share-based compensation (1,709 ) 2,188
Travel and communication 80
454
Facilities 5,777
1,333
Other miscellaneous 8,872
3,264
Total year-over-year change in general and administrative expenses $ 34,875
$ 30,041

~~Fiscal 2018 Compared to Fiscal 2017~~


	Change between Fiscal Years increase (decrease)
(In thousands)	2021 and 2020		2020 and 2019
Payroll and payroll-related benefits	$	11,580	$	20,264
Contract labour and consulting	464		232
Share-based compensation	5,159		1,766
Travel and communication	(3,922)		(480)
Facilities	(3,838)		4,127
Other miscellaneous	16,546		3,714
Total change in general and administrative expenses	$	25,989	$	29,623

General and administrative expenses increased by ~~$34.9~~$26.0 million during ~~Fiscal 2018~~the year ended June 30, 2021 as compared to the prior fiscal ~~year. This was primarily due to an increase in payroll and payroll-related benefits of $22.9 million and an increase in facility and related resources of $5.8 million, which were partly the~~year as a result of recent ~~acquisitions, and an increase in other~~acquisitions. Other miscellaneous ~~expenses of $8.9 million,~~costs, which ~~includes~~include professional fees such as legal, audit and tax related ~~expenses.~~expenses, increased by $16.5 million, payroll and payroll-related benefits, which includes salaries, benefits and variable short-term incentives increased by $11.6 million, and share-based compensation expense increased by $5.2 million. These increases were partially offset by ~~a $1.7~~reductions in travel and communication of $3.9 million and facility related expenses of $3.8 million, due to the impact of the COVID-19 spending reduction ~~in share-based compensation and a $1.1 million reduction in contract labour and consulting.~~discussed under "Outlook for Fiscal 2022" above. Overall, general and administrative expenses, as a percentage of total ~~revenue,~~revenues, remained stable compared to the prior fiscal year at ~~approximately 7%~~8%.

Our general and administrative labour resources ~~increased~~decreased by ~~116~~48 employees, from ~~1,385~~1,914 employees at June 30, ~~2017~~2020 to ~~1,501~~1,866 employees at June 30, ~~2018, primarily~~2021.

Depreciation expenses:


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Depreciation	$	85,265	$	(4,193)	$	89,458	$	(8,258)	$	97,716

Depreciation expenses decreased by $4.2 million during the year ended June 30, 2021 as compared to the prior fiscal year. Depreciation expenses, as a ~~result~~percentage of ~~our recent acquisitions.~~total revenue, remained stable at 3% for the year ended June 30, 2021 as compared to the prior fiscal year.

~~Fiscal 2017 Compared to Fiscal 2016~~Amortization of acquired customer-based intangibleassets:

~~General and administrative expenses increased~~


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Amortization of acquired customer-based intangible assets	$	216,544	$	(3,015)	$	219,559	$	29,732	$	189,827

Amortization of acquired customer-based intangible assets decreased by ~~$30.0~~$3.0 million during ~~Fiscal 2017~~year ended June 30, 2021 as compared to the prior fiscal year. This was ~~primarily~~ due to ~~an increase in payroll and payroll-related benefits~~a reduction of $17.9 million, which was predominantly the result of recent acquisitions. The remainder of the change was attributable to normal growth in our business operations. Overall, general and administrative expenses as a percentage of total revenue decreased slightly to approximately 7% from approximately 8%.

Our general and administrative labour resources increased by 283 employees, from 1,102 employees at June 30, 2016 to 1,385 employees at June 30, 2017, primarily as a result of our recent acquisitions.

~~Depreciation expenses:~~

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Depreciation 86,943
22,625
64,318
9,389
54,929

~~Fiscal 2018 Compared to Fiscal 2017~~

Depreciation expenses increased by $22.6 million during Fiscal 2018 as compared to the prior fiscal year, primarily in accordance with increased capital asset expenditures. Depreciation expense remained relatively stable as a percentage of total revenue, at approximately 3%.

~~Fiscal 2017 Compared to Fiscal 2016~~

~~Depreciation expenses increased by $9.4 million during Fiscal 2017 as compared to the prior fiscal year, but remained relatively stable as a percentage of total revenue, at approximately 3%.~~

~~Amortization of acquired customer-based intangibleassets:~~

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Amortization of acquired customer-based intangible assets $ 184,118
$ 33,276
$ 150,842
$ 37,641
$ 113,201

~~Fiscal 2018 Compared to Fiscal 2017~~

Acquired customer-based intangible assets amortization expense increased by $33.3 million during Fiscal 2018 as compared to the prior fiscal year. This was primarily due to an increase in amortization of $39.2$59.0 million relating to intangible assets from certain previous acquisitions becoming fully amortized, partially offset by an increase of $56.0 million relating to amortization of newly acquired customer-based intangible assets from our acquisitions of Hightail, Guidance and Covisint, as well as the full year impact of amortization from our acquisitions of ECD Business, CCM Business, and Recommind, which were acquired in the prior fiscal year. This increase in amortization was partially offset by a reduction of $5.9 million, relating to certain customer-based intangible assets pertaining to previous acquisitions becoming fully amortized.

~~Fiscal 2017 Compared to Fiscal 2016~~

Acquired customer-based intangible assets amortization expense increased by $37.6 million during Fiscal 2017 as compared to the prior fiscal year. This was primarily due to an increase in amortization of $44.3 million relating to newly acquired customer-based intangible assets from our acquisitions of ECD Business, CCM Business, Recommind, CEM Business, ANX and Daegis. This increase in amortization was partially offset by a reduction of $6.6 million relating to certain customer-based intangible assets pertaining to previous acquisitions becoming fully amortized.recent acquisitions.

Special charges (recoveries):

Special charges (recoveries) typically relate to amounts that we expect to pay in connection with restructuring plans, ~~relating to employee workforce reduction and abandonment of excess facilities,~~ acquisition-related costs and other similar charges and recoveries. Generally, we implement such plans in the context of integrating acquired entities with existing OpenText ~~operations.~~operations and most recently in response to the COVID-19 pandemic. Actions related to such restructuring plans are typically completed within a period of one year. In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special ~~charges.~~charges (recoveries).

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Special charges (recoveries) $ 29,211
$ (34,407 ) $ 63,618
$ 28,772
$ 34,846

~~Fiscal 2018 Compared to Fiscal 2017~~


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Special charges (recoveries)	$	1,748	$	(98,680)	$	100,428	$	64,709	$	35,719

Special charges (recoveries) decreased by ~~$34.4~~$98.7 million during ~~Fiscal 2018 as compared to~~ the prior fiscal year. The decrease was primarily due to (i) a $15.8 million reduction in restructuring activities, (ii) a reduction in acquisition related costs of $11.1 million, (iii) a reduction in expense of $7.5 million relating to an ERP implementation project that was completed in early July 2017, and (iv) a reduction in expense of $6.5 million relating to commitment fees incurred during Fiscal 2017 that did not reoccur in Fiscal 2018. These decreases were partially offset by (i) an increase of $2.9 million relating to system implementation costs, (ii) $1.2 million relating to a lower net impact of reversals from certain pre-acquisition sales and use tax liabilities and interest being settled, or in certain instances, becoming statute barred, as compared to the prior fiscal year. The remainder of the change is due to miscellaneous items.

~~Fiscal 2017 Compared to Fiscal 2016~~

~~Special charges increased by $28.8 million during Fiscal 2017~~year ended June 30, 2021 as compared to the prior fiscal year. This was ~~primarily~~ due to ~~(i) an increase~~a decrease in restructuring activities of $87.0 million, primarily related to the COVID-19 and Fiscal 2020 restructuring plans which were initiated during the second half of Fiscal 2020. Included in the special charges for Fiscal 2021 were net recoveries of ~~$14.8~~$29.5 million ~~(ii) an increase~~associated with the reversal of lease liabilities from facilities abandoned in ~~acquisition related~~the prior fiscal year, which have since been assigned or early terminated as well as the release of other facility charges accrued for under the plans. Additionally, acquisition-related costs ~~of $8.2~~decreased by $7.8 million ~~(iii) a net increase of $6.5 million relating to commitments fees, (iv) an increase of $2.5 million relating to an ERP implementation project we were involved in,~~ and (v) an increase of $0.4 million relating to a lower net impact of reversals from certain pre-acquisition sales and use tax liabilities and interest being settled, or in certain instances, becoming statute barred. These increases were partially offsetother miscellaneous charges decreased by a decrease of $3.5 million relating to a reduction in post-acquisition integration costs necessary to streamline acquired companies into our operations. The remainder of the change is due to miscellaneous items.$3.9 million.

For more details on Special charges (recoveries), see note 1718 "Special Charges (Recoveries)" to our Consolidated Financial Statements.

Other Income (Expense), Net

~~Other~~The components of other income (expense), net were as follows:


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Foreign exchange gains (losses)	$	(1,273)	$	2,911	$	(4,184)	$	146	$	(4,330)
OpenText share in net income (loss) of equity investees (1)	62,897		54,197		8,700		(4,968)		13,668
Loss debt extinguishment (2)	—		17,854		(17,854)		(17,854)		—
Other miscellaneous income (expense)	(190)		(1,582)		1,392		574		818
Total other income (expense), net	$	61,434	$	73,380	$	(11,946)	$	(22,102)	$	10,156

(1) OpenText’s share in net income of equity investees relates to ~~certain non-operational charges primarily consisting of income or losses in~~ our share of ~~marketable equity securities~~net income, which is based on changes in approximate fair value, at our interest in certain investment funds in which we are a limited partner. Our interests in each of these investees range from 4% to below 20% and these investments are accounted for ~~under~~using the equity method (see note 9 "Prepaid Expenses and Other Assets" for more details).

(2) On March 5, 2020, we redeemed in full $800 million aggregate principal amount of ~~transactional foreign exchange gains (losses). The income (expense) from foreign exchange is dependent upon~~our 5.625% Senior Notes due 2023 (Senior Notes 2023), which resulted in a loss on debt extinguishment of $17.9 million. Of this, $6.7 million related to unamortized debt issuance costs and the ~~change in foreign currency exchange rates vis-à-vis the functional currency of the legal entity.~~

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Foreign exchange gains (losses) $ 4,805
$ 1,736
$ 3,069
$ 4,968
$ (1,899 )
OpenText share in net income (loss) of equity investees 6,005
45
5,960
5,960
—
Income from long-term other receivable 1,327
(5,099 ) 6,426
6,426
—
Gain on shares held in Guidance ⁽¹⁾
841
841
—
—
—
Gain from contractual settlement⁽²⁾
5,000
5,000
—
—
—
Other miscellaneous income (expense) (5 ) (293 ) 288
(188 ) 476
Total other income (expense), net $ 17,973
$ 2,230
$ 15,743
$ 17,166
$ (1,423 )

⁽¹⁾~~Represents the release to income from other comprehensive income relating~~remaining $11.2 million related to the ~~mark to market on shares we held in Guidance prior to our acquisition in the first quarter of Fiscal 2018.~~early termination call premium.

⁽²⁾~~Represents a gain recognized in connection with the settlement of a certain breach of contractual arrangement in the second quarter of Fiscal 2018.~~

Interest and Other Related Expense, Net

Interest and other related expense, net is primarily comprised of interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Interest expense related to total outstanding debt (1)	$	145,646	$	(3,558)	$	149,204	$	11,717	$	137,487
Interest income	(3,856)		7,912		(11,768)		(3,754)		(8,014)
Other miscellaneous expense	9,777		835		8,942		1,823		7,119
Total interest and other related expense, net	$	151,567	$	5,189	$	146,378	$	9,786	$	136,592

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Interest and other related expense, net $ 137,250
$ 18,126
$ 119,124
$ 42,761
$ 76,363

~~Fiscal 2018 Compared to Fiscal 2017~~

Interest and other related expense, net increased by $18.1 million during Fiscal 2018 as compared to the prior fiscal year. This was primarily due to additional interest of $6.4 million incurred relating to a higher outstanding balance on the Revolver (as defined herein) and additional interest incurred of $3.1 million relating to Term Loan B (as defined herein). Also, during Fiscal 2018, we incurred additional interest expense of $6.8 million relating to the full year impact of interest owing on the reopening of Senior Notes 2026 (as defined herein), which were issued in December 2016.

~~Fiscal 2017 Compared to Fiscal 2016~~

Interest and other related expense, net increased during Fiscal 2017 by $42.8 million, as compared to the prior fiscal year. This was primarily due to additional interest expense incurred relating to Senior Notes 2026 (as defined herein), issued in May 2016 and December 2016 of approximately $40.2 million and additional interest incurred relating to outstanding balances on the Revolver (as defined herein) during Fiscal 2017 of $2.6 million.

(1) For more details see note 1011 "Long-Term Debt" to our Consolidated Financial Statements.

Provision for (Recovery of) Income Taxes

We operate in several tax jurisdictions and are exposed to various foreign tax rates. We also note that we are subject to tax rate discrepancies between our domestic tax rate and foreign tax rates that are significant and these discrepancies are primarily related to earnings in the United States.

~~Please also see Part I, Item 1A "Risk Factors" elsewhere in this Annual Report on Form 10-K.~~


	Year Ended June 30,
(In thousands)	2021		Change increase (decrease)		2020		Change increase (decrease)		2019
Provision for (recovery of) income taxes	$	339,906	$	229,069	$	110,837	$	(44,100)	$	154,937

Year Ended June 30,
(In thousands) 2018 Change increase (decrease) 2017 Change increase (decrease) 2016
Provision for (recovery of) income taxes $ 143,826
$ 920,190
$ (776,364 ) $ (782,646 ) $ 6,282

~~Fiscal 2018 Compared to Fiscal 2017~~

In July 2016, we implemented a reorganization of our subsidiaries worldwide with the view to continuing to enhance operational and administrative efficiencies through further consolidated ownership, management, and development of our IP in Canada, continuing to reduce the number of entities in our group and working towards our objective of having a single operating legal entity in each jurisdiction. We believe our reorganization also reduces our exposure to global political and tax uncertainties, particularly in Europe. We believe that further consolidating our IP in Canada will continue to ensure appropriate legal protections for our consolidated IP, simplify legal, accounting and tax compliance, and improve our global cash management. A significant tax benefit of $876.1 million, associated primarily with the recognition of a net deferred tax asset arising from the entry of the IP into Canada, was recognized in the first quarter of Fiscal 2017. We believe it is more likely than not that the deferred tax asset will be realized and therefore no valuation allowance was required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. This significant tax benefit is specifically tied to the reorganization and applied to the first quarter of Fiscal 2017 only and as a result, has not and will not continue in future periods.

The effective tax rate increased to a provision of ~~37.2%~~52.2% for the year ended June 30, ~~2018,~~2021, compared to a ~~recovery~~provision of ~~311.1%~~32.1% for the year ended June 30, ~~2017. The increase in tax~~2020. Tax expense ~~of $920.2~~increased by $229.1 million from $110.8 million during the year ended June 30, 2020 to $339.9 million during the year ended June 30, 2021. This was primarily due to (i) ~~a significant tax benefit~~an increase of ~~$876.1~~$300.5 million ~~resulting from~~relating to the ~~Fiscal 2017 internal reorganization as described above which did not reoccur in Fiscal 2018,~~IRS Settlement (as defined herein), (ii) an increase of $76.4 million relating to higher net income including the impact of ~~changes in US tax legislation in Fiscal 2018 resulting in a provisional charge of $19.0 million (see below),~~foreign rates and (iii) an increase of ~~$29.9~~$7.0 million ~~on account of~~related to the ~~Company having higher income before taxes, including~~one-time benefit from the ~~impact of foreign tax rates and (iv) an increase of $9.2 million relating to differences~~US CARES Act in ~~tax filings from provisions,~~Fiscal 2020 that did not recur in Fiscal 2021. These were partially offset by (i) a decrease of ~~$8.9~~$66.9 million ~~resulting from the net impact of reversals and accruals of reserves, and~~for changes in unrecognized tax benefits, (ii) a decrease of ~~$2.1~~$34.1 million ~~relating~~related to tax benefits of internal reorganizations that occurred in Fiscal 2021 (iii) a decrease of $33.2 million related to the US Base Erosion Anti-Abuse Tax (US BEAT), (iv) a decrease of $5.7 million for net changes in ~~amortization~~valuation allowance, (v) a decrease of ~~deferred charges.~~$3.1 million related to permanent differences and (vi) a decrease of $3.1 million related to differences in tax filings being higher than estimates. The remainder of the difference was due to normal course movements and non-material items.

The $19.0 million is a provisional amount in respect of Alternative Minimum Tax (AMT), and transition tax on accumulated foreign earnings in accordance with Staff Accounting Bulletin 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118). The finalization of the provisional one-time amount is pending finalization of considerations related to undistributed foreign earnings and evaluating whether any portion of our existing AMT credit carryforwards are not expected to be refundable as a result of the repeal of corporate AMT, which may result in changes to the provisional amount during the SAB 118 measurement period.

The Company continues to assess the impact of the new law on its consolidated financial statements and anticipates finalizing the determination on or before December 22, 2018 in accordance with SAB 118.

~~Fiscal 2017 Compared to Fiscal 2016~~

The effective tax rate decreased to a recovery of 311.1% for Fiscal 2017, compared to a provision of 2.2% for Fiscal 2016. The decrease in tax expense of $782.6 million was primarily due to (i) a significant tax benefit of $876.1 million resulting from an internal reorganization as described above, (ii) a decrease of $16.8 million relating to differences in tax filings from provisions, (iii) a decrease of $10.9 million on account of the Company having lower income before taxes, (iv) a decrease of $7.0 million resulting from the effects of permanent differences and (v) a decrease of $5.0 million relating to a decrease in amortization of deferred charges. These decreases were partially offset by (i) an increase of $80.1 million resulting from the impact of foreign tax rates as it relates to changes in the proportion of income earned in domestic jurisdictions compared to foreign jurisdictions with different statutory rates, (ii) an increase of $35.5 million relating to the release of a valuation allowance that occurred in Fiscal 2016 but did not reoccur in Fiscal 2017, and (iii) an increase of $14.7 million primarily related to the reversal of reserves in Fiscal 2016 that did not reoccur in Fiscal 2017. The remainder of the difference was due to normal course movements and non-material items.

For information ~~with regards to~~on the IRS Settlement and certain other potential tax contingencies, including the CRA matter, see note 1314 "Guarantees and Contingencies" and note 15 "Income Taxes" to our Consolidated Financial Statements. Please also see Part I, Item 1A "Risk Factors" within this Annual Report on Form 10-K.

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its Consolidated Financial Statements, all of which should be considered when evaluating the Company's results.

The Company uses these Non-GAAP financial measures to supplement the information provided in its Consolidated Financial Statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures ~~are~~is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.

Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income or earnings per share, attributable to OpenText, on a diluted basis, ~~after giving effect to~~excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and ~~Special~~special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, ~~Special~~special charges (recoveries), and share-based compensation expense. ~~Non-GAAP-based operating margin is calculated as Non-GAAP-based income from operations expressed as a percentage of total revenue.~~

Adjusted earnings ~~(loss)~~ before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and ~~Special~~special charges (recoveries).

The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of ~~non-GAAP~~Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to the COVID-19 pandemic, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special ~~Charges~~charges (recoveries)” caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends.

In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results.

The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods ~~presented:~~presented.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, ~~2018~~2021

(inIn thousands, except for per share data)


	Year Ended June 30, 2021
	GAAP-based Measures		GAAP-based Measures % of Total Revenue	Adjustments		Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	481,818		$	(3,419)	(1)	$	478,399
Customer support	122,753			(1,910)		(1)	120,843
Professional service and other	197,183			(2,565)		(1)	194,618
Amortization of acquired technology-based intangible assets	218,796			(218,796)		(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	2,351,649		69.4%	226,690		(3)	2,578,339		76.1%
Operating expenses
Research and development	421,447			(9,859)		(1)	411,588
Sales and marketing	622,221			(18,312)		(1)	603,909
General and administrative	263,521			(15,904)		(1)	247,617
Amortization of acquired customer-based intangible assets	216,544			(216,544)		(2)	—
Special charges (recoveries)	1,748			(1,748)		(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	740,903			489,057		(5)	1,229,960
Other income (expense), net	61,434			(61,434)		(6)	—
Provision for (recovery of) income taxes	339,906			(188,931)		(7)	150,975
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	310,672			616,554		(8)	927,226
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	1.14		$	2.25	(8)	$	3.39

Year Ended June 30, 2018
GAAP-based Measures
GAAP-based Measures
% of Total Revenue
Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions $ 364,091
$ (1,429 ) (1) $ 362,662

Customer support 134,089
(1,233 ) (1) 132,856

Professional service and other 253,670
(1,838 ) (1) 251,832

Amortization of acquired technology-based intangible assets 185,868
(185,868 ) (2) —

GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) 1,863,830
66.2% 190,368
(3) 2,054,198
73.0%
Operating expenses
Research and development 323,461
(5,659 ) (1) 317,802

Sales and marketing 529,381
(9,231 ) (1) 520,150

General and administrative 205,313
(8,204 ) (1) 197,109

Amortization of acquired customer-based intangible assets 184,118
(184,118 ) (2) —

Special charges (recoveries) 29,211
(29,211 ) (4) —

GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%) 505,403
18.0% 426,791
(5) 932,194
33.1%
Other income (expense), net 17,973
(17,973 ) (6) —

Provision for (recovery of) income taxes 143,826
(32,534 ) (7) 111,292

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 242,224
441,352
(8) 683,576

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 0.91
$ 1.65
(8) $ 2.56



(1)			Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)			Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)			GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)			Adjustment relates to the exclusion of ~~Special~~special charges (recoveries) from our Non-GAAP-based operating expenses as ~~Special~~special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 1718 "Special ~~Charges (Recoveries)~~charges (recoveries)" to our Consolidated Financial Statements for more details.
(5)			GAAP-based and Non-GAAP-based income from operations stated in ~~dollars and operating margin stated as a percentage of total revenue.~~dollars.
(6)			Adjustment relates to the exclusion of ~~Other~~other income (expense) from our Non-GAAP-based operating expenses as ~~Other~~other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in ~~non-marketable securities~~ investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
(7)			Adjustment relates to differences between the GAAP-based tax provision rate of approximately ~~37%~~52% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, ~~Special~~special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization ~~(see note 14 "Income Taxes")~~that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. ~~We also took into consideration changes in US~~The GAAP-based tax ~~reform legislation~~provision rate for the year ended June 30, 2021 includes the income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was ~~enacted on December 22, 2017 through~~recognized during the ~~Tax Cuts and Jobs Act.~~second quarter of Fiscal 2021.



(8)			Reconciliation of GAAP-based net income to Non-GAAP-based net income:


	Year Ended June 30, 2018							Year Ended June 30, 2021
				Per share diluted						Per share diluted
GAAP-based net income, attributable to OpenText	$	242,224		$	0.91		GAAP-based net income, attributable to OpenText	$	310,672	$	1.14
Add:							Add:
Amortization	369,986			1.38			Amortization	435,340		1.59
Share-based compensation	27,594			0.10			Share-based compensation	51,969		0.19
Special charges (recoveries)	29,211			0.11			Special charges (recoveries)	1,748		0.01
Other (income) expense, net	(17,973		)	(0.07		)	Other (income) expense, net	(61,434)		(0.22)
GAAP-based provision for (recovery of) income taxes	143,826			0.54			GAAP-based provision for (recovery of) income taxes	339,906		1.23
Non-GAAP-based provision for income taxes	(111,292		)	(0.41		)	Non-GAAP-based provision for income taxes	(150,975)		(0.55)
Non-GAAP-based net income, attributable to OpenText	$	683,576		$	2.56		Non-GAAP-based net income, attributable to OpenText	$	927,226	$	3.39

Reconciliation of Adjusted EBITDA


	Year Ended June 30, 2021
GAAP-based net income, attributable to OpenText	$	310,672
Add:
Provision for (recovery of) income taxes	339,906
Interest and other related expense, net	151,567
Amortization of acquired technology-based intangible assets	218,796
Amortization of acquired customer-based intangible assets	216,544
Depreciation	85,265
Share-based compensation	51,969
Special charges (recoveries)	1,748
Other (income) expense, net	(61,434)
Adjusted EBITDA	$	1,315,033

Year Ended June 30, 2018
GAAP-based net income, attributable to OpenText $ 242,224
Add:
Provision for (recovery of) income taxes 143,826
Interest and other related expense, net 137,250
Amortization of acquired technology-based intangible assets 185,868
Amortization of acquired customer-based intangible assets 184,118
Depreciation 86,943
Share-based compensation 27,594
Special charges (recoveries) 29,211
Other (income) expense, net (17,973 )
Adjusted EBITDA $ 1,019,061

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, ~~2017~~2020

(inIn thousands, except for per share data)


	Year Ended June 30, 2020
	GAAP-based Measures		GAAP-based Measures % of Total Revenue	Adjustments		Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	449,940		$	(1,642)	(1)	$	448,298
Customer support	123,894			(1,207)		(1)	122,687
Professional service and other	212,903			(1,294)		(1)	211,609
Amortization of acquired technology-based intangible assets	205,717			(205,717)		(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	2,105,961		67.7%	209,860		(3)	2,315,821		74.5%
Operating expenses
Research and development	370,411			(5,309)		(1)	365,102
Sales and marketing	585,044			(9,335)		(1)	575,709
General and administrative	237,532			(10,745)		(1)	226,787
Amortization of acquired customer-based intangible assets	219,559			(219,559)		(2)	—
Special charges (recoveries)	100,428			(100,428)		(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	503,529			555,236		(5)	1,058,765
Other income (expense), net	(11,946)			11,946		(6)	—
Provision for (recovery of) income taxes	110,837			16,897		(7)	127,734
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	234,225			550,285		(8)	784,510
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.86		$	2.03	(8)	$	2.89

Year Ended June 30, 2017
GAAP-based Measures GAAP-based Measures
% of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions $ 300,255
$ (1,229 ) (1) $ 299,026

Customer support 122,753
(1,079 ) (1) 121,674

Professional service and other 195,195
(1,451 ) (1) 193,744

Amortization of acquired technology-based intangible assets 130,556
(130,556 ) (2) —

GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) 1,528,666
66.7% 134,315
(3) 1,662,981
72.6%
Operating expenses
Research and development 281,680
(7,149 ) (1) 274,531

Sales and marketing 444,838
(9,680 ) (1) 435,158

General and administrative 170,438
(9,919 ) (1) 160,519

Amortization of acquired customer-based intangible assets 150,842
(150,842 ) (2) —

Special charges (recoveries) 63,618
(63,618 ) (4) —

GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%) 352,932
15.4% 375,523
(5) 728,455
31.8%
Other income (expense), net 15,743
(15,743 ) (6) —

Provision for (recovery of) income taxes (776,364 ) 867,764
(7) 91,400

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 1,025,659
(507,984 ) (8) 517,675

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 4.01
$ (1.99 ) (8) $ 2.02



(1)			Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)			Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)			GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)			Adjustment relates to the exclusion of ~~Special~~special charges (recoveries) from our Non-GAAP-based operating expenses as ~~Special~~special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 1718 "Special ~~Charges (Recoveries)~~charges (recoveries)" to our Consolidated Financial Statements for more details.
(5)			GAAP-based and Non-GAAP-based income from operations stated in ~~dollars and operating margin stated as a percentage of total revenue.~~dollars.
(6)			Adjustment relates to the exclusion of ~~Other~~other income (expense) from our Non-GAAP-based operating expenses as ~~Other~~other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in ~~non-marketable securities~~ investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
(7)			Adjustment relates to differences between the GAAP-based tax ~~recovery~~provision rate of approximately ~~311%~~32% and a Non-GAAP-based tax rate of approximately ~~15%~~14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, ~~Special~~special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization ~~(see note 14 "Income Taxes")~~that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately ~~15%~~14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)			Reconciliation of GAAP-based net income to Non-GAAP-based net income:


	Year Ended June 30, 2017							Year Ended June 30, 2020
				Per share diluted						Per share diluted
GAAP-based net income, attributable to OpenText	$	1,025,659		$	4.01		GAAP-based net income, attributable to OpenText	$	234,225	$	0.86
Add:							Add:
Amortization	281,398			1.10			Amortization	425,276		1.56
Share-based compensation	30,507			0.12			Share-based compensation	29,532		0.11
Special charges (recoveries)	63,618			0.25			Special charges (recoveries)	100,428		0.37
Other (income) expense, net	(15,743		)	(0.06		)	Other (income) expense, net	11,946		0.04
GAAP-based provision for (recovery of) income taxes	(776,364		)	(3.03		)	GAAP-based provision for (recovery of) income taxes	110,837		0.41
Non-GAAP-based provision for income taxes	(91,400		)	(0.37		)	Non-GAAP-based provision for income taxes	(127,734)		(0.46)
Non-GAAP-based net income, attributable to OpenText	$	517,675		$	2.02		Non-GAAP-based net income, attributable to OpenText	$	784,510	$	2.89

Reconciliation of Adjusted EBITDA


	Year Ended June 30, 2020
GAAP-based net income, attributable to OpenText	$	234,225
Add:
Provision for (recovery of) income taxes	110,837
Interest and other related expense, net	146,378
Amortization of acquired technology-based intangible assets	205,717
Amortization of acquired customer-based intangible assets	219,559
Depreciation	89,458
Share-based compensation	29,532
Special charges (recoveries)	100,428
Other (income) expense, net	11,946
Adjusted EBITDA	$	1,148,080

Year Ended June 30, 2017
GAAP-based net income, attributable to OpenText $ 1,025,659
Add:
Provision for (recovery of) income taxes (776,364 )
Interest and other related expense, net 119,124
Amortization of acquired technology-based intangible assets 130,556
Amortization of acquired customer-based intangible assets 150,842
Depreciation 64,318
Share-based compensation 30,507
Special charges (recoveries) 63,618
Other (income) expense, net (15,743 )
Adjusted EBITDA $ 792,517

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, ~~2016~~2019

(inIn thousands, except for per share data)


	Year Ended June 30, 2019
	GAAP-based Measures		GAAP-based Measures % of Total Revenue	Adjustments		Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	383,993		$	(948)	(1)	$	383,045
Customer support	124,343			(1,242)		(1)	123,101
Professional service and other	224,635			(1,764)		(1)	222,871
Amortization of acquired technology-based intangible assets	183,385			(183,385)		(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	1,938,052		67.6%	187,339		(3)	2,125,391		74.1%
Operating expenses
Research and development	321,836			(4,991)		(1)	316,845
Sales and marketing	518,035			(7,880)		(1)	510,155
General and administrative	207,909			(9,945)		(1)	197,964
Amortization of acquired customer-based intangible assets	189,827			(189,827)		(2)	—
Special charges (recoveries)	35,719			(35,719)		(4)	—
GAAP-based income from operations / Non-GAAP-based income from operations	567,010			435,701		(5)	1,002,711
Other income (expense), net	10,156			(10,156)		(6)	—
Provision for (recovery of) income taxes	154,937			(33,680)		(7)	121,257
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	285,501			459,225		(8)	744,726
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	1.06		$	1.70	(8)	$	2.76

Year Ended June 30, 2016
GAAP-based Measures GAAP-based Measures
% of Total Revenue Adjustments Note Non-GAAP-based Measures Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions $ 244,021
$ (953 ) (1) $ 243,068

Customer support 89,861
(900 ) (1) 88,961

Professional service and other 155,584
(1,626 ) (1) 153,958

Amortization of acquired technology-based intangible assets 74,238
(74,238 ) (2) —

GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) 1,250,228
68.5% 77,717
(3) 1,327,945
72.8%
Operating expenses
Research and development 194,057
(2,824 ) (1) 191,233

Sales and marketing 344,235
(12,069 ) (1) 332,166

General and administrative 140,397
(7,606 ) (1) 132,791

Amortization of acquired customer-based intangible assets 113,201
(113,201 ) (2) —

Special charges (recoveries) 34,846
(34,846 ) (4) —

GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%) 368,563
20.2% 248,263
(5) 616,826
33.8%
Other income (expense), net (1,423 ) 1,423
(6) —

Provision for (recovery of) income taxes 6,282
101,793
(7) 108,075

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 284,477
147,893
(8) 432,370

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText $ 1.17
$ 0.60
(8) $ 1.77



(1)			Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)			Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)			GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)			Adjustment relates to the exclusion of ~~Special~~special charges (recoveries) from our Non-GAAP-based operating expenses as ~~Special~~special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 1718 "Special ~~Charges (Recoveries)~~charges (recoveries)" to our Consolidated Financial Statements for more details.
(5)			GAAP-based and Non-GAAP-based income from operations stated in ~~dollars and operating margin stated as a percentage of total revenue.~~dollars.
(6)			Adjustment relates to the exclusion of ~~Other~~other income (expense) from our Non-GAAP-based operating expenses as ~~Other~~other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
(7)			Adjustment relates to differences between the GAAP-based tax provision rate of approximately 2%35% and a Non-GAAP-based tax rate of ~~20%~~approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, ~~Special~~special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of ~~20%~~approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)			Reconciliation of GAAP-based net income to Non-GAAP-based net income:


	Year Ended June 30, 2016							Year Ended June 30, 2019
				Per share diluted						Per share diluted
GAAP-based net income, attributable to OpenText	$	284,477		$	1.17		GAAP-based net income, attributable to OpenText	$	285,501	$	1.06
Add:							Add:
Amortization	187,439			0.77			Amortization	373,212		1.38
Share-based compensation	25,978			0.10			Share-based compensation	26,770		0.10
Special charges (recoveries)	34,846			0.14			Special charges (recoveries)	35,719		0.13
Other (income) expense, net	1,423			0.01			Other (income) expense, net	(10,156)		(0.04)
GAAP-based provision for (recovery of ) income taxes	6,282			0.03
GAAP-based provision for (recovery of) income taxes							GAAP-based provision for (recovery of) income taxes	154,937		0.57
Non-GAAP-based provision for income taxes	(108,075		)	(0.45		)	Non-GAAP-based provision for income taxes	(121,257)		(0.44)
Non-GAAP-based net income, attributable to OpenText	$	432,370		$	1.77		Non-GAAP-based net income, attributable to OpenText	$	744,726	$	2.76

Reconciliation of Adjusted EBITDA


	Year Ended June 30, 2019
GAAP-based net income, attributable to OpenText	$	285,501
Add:
Provision for (recovery of) income taxes	154,937
Interest and other related expense, net	136,592
Amortization of acquired technology-based intangible assets	183,385
Amortization of acquired customer-based intangible assets	189,827
Depreciation	97,716
Share-based compensation	26,770
Special charges (recoveries)	35,719
Other (income) expense, net	(10,156)
Adjusted EBITDA	$	1,100,291

Year Ended June 30, 2016
GAAP-based net income, attributable to OpenText $ 284,477
Add:
Provision for (recovery of) income taxes 6,282
Interest and other related expense, net 76,363
Amortization of acquired technology-based intangible assets 74,238
Amortization of acquired customer-based intangible assets 113,201
Depreciation 54,929
Share-based compensation 25,978
Special charges (recoveries) 34,846
Other (income) expense, net 1,423
Adjusted EBITDA $ 671,737

LIQUIDITY AND CAPITAL RESOURCES

The following tables set forth changes in cash flows from operating, investing and financing activities for the periods indicated:


(In thousands)	As of June 30, 2021		Change increase (decrease)		As of June 30, 2020		Change increase (decrease)		As of June 30, 2019
Cash and cash equivalents	$	1,607,306	$	(85,544)	$	1,692,850	$	751,841	$	941,009
Restricted cash (1)	2,494		(1,919)		4,413		1,879		2,534
Total cash, cash equivalents and restricted cash	$	1,609,800	$	(87,463)	$	1,697,263	$	753,720	$	943,543

(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets (note 9).

(In thousands)
As of June 30, 2018
Change
increase (decrease)
As of June 30, 2017 Change
increase (decrease) As of June 30, 2016
Cash and cash equivalents $ 682,942
$ 239,585
$ 443,357
$ (840,400 ) $ 1,283,757
Short-term investments $ —
$ —
$ —
$ (11,839 ) $ 11,839


	Year Ended June 30,																Year Ended June 30,
(In thousands)	2018			Change			2017			Change			2016			(In thousands)	2021		Change		2020		Change		2019
Cash provided by operating activities	$	709,885		$	270,632		$	439,253		$	(86,469	)	$	525,722		Cash provided by operating activities	$	876,120	$	(78,416)	$	954,536	$	78,258	$	876,278
Cash used in investing activities	$	(444,441	)	$	1,746,523		$	(2,190,964	)	$	(1,829,788	)	$	(361,176	)	Cash used in investing activities	$	(68,770)	$	1,400,647	$	(1,469,417)	$	(1,004,891)	$	(464,526)
Cash provided by (used in) financing activities	$	(23,673	)	$	(933,217	)	$	909,544		$	479,380		$	430,164		Cash provided by (used in) financing activities	$	(924,547)	$	(2,193,326)	$	1,268,779	$	1,417,143	$	(148,364)

Cash and cash equivalents

Cash and cash equivalents primarily consist of balances with banks as well as deposits with original maturities of 90 days or less.

We continue to anticipate that our cash and cash equivalents, as well as available credit facilities, will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, capital expenditures, dividends and operating needs for the next twelve months. Any further material or acquisition-related activities may require additional sources of financing and would be subject to the financial covenants established under our credit facilities. For more details, see "Long-term Debt and Credit Facilities" below.

During the year ended June 30, 2021, we made payments for U.S. federal taxes and interest of $288.6 million and state taxes and interest of $11.0 million as a result of the IRS Settlement. As of June 30, ~~2018,~~2021, the outstanding settlement amount of approximately $0.9 million is recorded within "Income taxes payable" in our Consolidated Balance Sheets.

As of June 30, 2021, we have ~~provided $28.5~~recognized a provision of $27.5 million (June 30, ~~2017—~~2020—$~~22.1~~24.8 million) in respect of both additional foreign taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain ~~United States and~~ German subsidiaries, that will be subject to withholding taxes upon distribution.

We have deferred a total of approximately $99 million of tax payments under the CARES Act and other COVID-19 related tax relief programs in EMEA. During the year ended June 30, 2021, we made repayments of approximately $60 million related to amounts previously deferred. As of June 30, 2021, we have remaining deferrals of $39 million which will become payable throughout Fiscal 2022 and Fiscal 2023.

Cash flows provided by operating activities

~~Fiscal 2018 Compared to Fiscal 2017~~

Cash flows from operating activities ~~increased~~decreased by ~~$270.6~~$78.4 million, due to a decrease in changes from working capital of $89.7 million, partially offset by an increase in net income before the impact of non-cash items of ~~$283.4 million, partially offset by a decrease in changes from working capital of $12.8~~$11.3 million. The decrease in operating cash flow from changes in working capital was primarily due to the net impact of the following decreases:

(i) ~~$145.1 million relating to a lower accounts payable and accrued liabilities balance and (ii) $29.6~~$105.7 million relating to income taxes payable, net of receivables;

(ii)$26.4 million relating to net operating lease assets and ~~deferred charges~~liabilities;

(iii)$23.5 million relating to accounts receivable; and ~~credits.~~

(iv)$4.5 million relating to accounts payable and accrued liabilities.

These decreases in operating cash flows were partially offset by ~~increases of~~ the following increases:

(i) ~~$104.2~~$44.6 million relating to ~~accounts receivable,~~ prepaid expenses and other current assets;

(ii) ~~$32.1~~$14.0 million relating to deferred ~~revenues, (iv) $25.1~~revenues;

(iii)$10.8 million relating to other ~~assets~~assets; and ~~(v) $0.5~~

(iv)$1.0 million relating to ~~prepaid and other current~~contract assets.

During the fourth quarter of Fiscal ~~2018~~2021 our days sales outstanding (DSO) was 5844 days, compared to a DSO of 6051 days during the fourth quarter of Fiscal ~~2017 and the per day impact~~2020, largely as a result of ~~our DSO~~strong improvement in ~~the fourth quarters of Fiscal 2018 and Fiscal 2017 on our cash flows was $8.4 million and $7.4 million, respectively.~~

~~Fiscal 2017 Compared to Fiscal 2016~~

Cash flows from operating activities decreased by $86.5 million due to a decrease in changes from working capital of $109.4 million, partially offset by an increase in net income before the impact of non-cash items of $22.9 million. The decrease in operating cash flow from changes in working capital was primarily due to the net impact of the following decreases: (i) $135.8 million relating to a higher accounts receivable balance, which is primarily due to increased billings associated with more revenue recognized during Fiscal 2017 as compared to the prior fiscal year, (ii) $25.0 million relating to other assets, of which approximately $6.5 million is attributable to more security deposits made to landlords in accordance with facility lease agreements, approximately $6.3 million is attributable to more direct and relevant costs recorded on implementation of long-term contacts, $6.4 million is on account of the recognition of a long-term other receivable, and the remainder is due to an increase in investment and other miscellaneous activities, (iii) $8.1 million relating to prepaid and other current assets, and (iv) $8.0 million relating to income taxes payable and deferred charges and credits. These decreases were partially offset by an increase in operating cash flows of (i) $59.2 million relating to a higher accounts payable and accrued liabilities balance which

~~is primarily due to an increase in accrued salaries and commissions of $50.2 million, and (ii) $8.3 million relating to deferred revenues.~~

~~During the fourth quarter of Fiscal 2017 our DSO was 60 days compared to a DSO of 53 days during the fourth quarter of Fiscal 2016.~~collections efficiency. The per day impact of our DSO in the fourth ~~quarters~~quarter of Fiscal ~~2017~~2021 and Fiscal ~~2016~~2020 on our cash flows was ~~$7.4~~$9.9 million and ~~$5.4~~$9.2 million, respectively. ~~During Fiscal 2017, our operating cash flows were negatively impacted by~~In arriving at DSO, we exclude contract assets as these assets do not provide an unconditional right to the ~~DSO of recent acquisitions, such as Recommind, which historically offered longer payment terms than OpenText.~~related consideration from the customer.

Cash flows used in investing activities

Our cash flows used in investing activities is primarily on account of acquisitions and additions of property and equipment.

~~Fiscal 2018 Compared to Fiscal 2017~~

Cash flows used in investing activities decreased by ~~$1.7~~$1.4 billion, primarily due to ~~a decrease in~~ consideration paid for acquisitions during Fiscal ~~2018 as compared to Fiscal 2017. During Fiscal 2017 we closed one material acquisition, namely ECD,~~2020, which included the acquisitions of Carbonite for ~~$1.6 billion.~~

~~Fiscal 2017 Compared to Fiscal 2016~~

~~Cash flows used in investing activities increased by $1.8~~$1.3 billion ~~primarily due to an increase in consideration paid~~and XMedius for ~~acquisitions during Fiscal 2017, which includes the acquisition of ECD Business for approximately $1.6 billion.~~$73.3 million.

Cash flows provided by (used in) financing activities

Our cash flows from financing activities generally consist of long-term debt financing and amounts received from stock options exercised by our employees. These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or ~~the~~ repurchases of our Common Shares.

~~Fiscal 2018 Compared to Fiscal 2017~~

Cash flows used in financing activities increased by ~~$933.2 million. During Fiscal 2017 we received~~$2.2 billion, primarily due to the net ~~proceeds from our public offering~~impact of ~~Common Shares of approximately $584.6 million. During Fiscal 2018 we focused on repaying our~~the following long-term debt ~~obligations and made additional payments of approximately $373.6 million, net of proceeds, as compared to Fiscal 2017. This increase in cash outflow used in~~ financing activities ~~was offset by an inflow of approximately $40.3 million~~that occurred in Fiscal 2020 and did not reoccur in Fiscal 2021:

(i)$1.8 billion relating to ~~cash collected~~proceeds from the issuance of ~~Common Shares for the exercise~~Senior Notes 2028 and Senior Notes 2030 (both defined below), of ~~options and the OpenText Employee Share Purchase Plan (ESPP). The remainder~~which a portion of the ~~change was due~~proceeds were used to ~~miscellaneous items.~~redeem $800 million of our Senior Notes 2023;

(ii)$750 million in proceeds for amounts drawn and subsequently repaid under the Revolver (defined below);

(iii)$153.6 million repayment of convertible notes, inherited through our acquisition of Carbonite, that were surrendered and converted offset by;

(iv)$600 million in proceeds for amounts drawn on the Revolver in the third quarter of Fiscal ~~2017 Compared to Fiscal 2016~~

~~Cash flows provided by financing activities increased by $479.4 million. This was primarily due to (i) net proceeds from our public offering of Common Shares~~2020, subsequently repaid during the second quarter of Fiscal ~~2017 which resulted~~2021.

Additionally, cash flows used in ~~cash inflow of approximately $584.6 million, (ii)~~financing increased due to the issuance of an additional $250 million in aggregate principal amount of Senior Notes 2026 at an issue price of 102.75%, which resulted in a gross cash inflow of approximately $256.9 million, (iii) proceeds from drawings on the Revolver of $225.0 million, (iv) savings of $65.5following activities that occurred during Fiscal 2021:

(i)$119.1 million relating to the repurchase and cancellation of 2,500,000 Common Shares ~~repurchased~~ under ~~our Share~~the Repurchase Plan ~~(as defined~~(defined herein) ~~during Fiscal 2016, for which no similar purchases were made during Fiscal 2017, (v) an increase of $15.5~~;

(ii)$52.4 million relating to ~~cash collected from~~ the ~~issuance of~~repurchase Common Shares ~~for~~on the ~~exercise of options and the OpenText Employee Share Purchase Plan (ESPP), and (vi) an increase of $2.4 million relating to savings from fewer Common Shares repurchased~~open market for potential reissuance under our ~~Long Term Incentive Plans (LTIP) or other plans during Fiscal 2017 as compared~~stock compensation plans; and

(iii) $22.0 million relating to ~~Fiscal 2016. These~~ cash ~~inflows were partially offset by (i) repayments on the Revolver of $50.0 million and (ii) an increase in dividend payments made~~dividends paid to ~~our shareholders of $21.3 million. The remainder of the change was due to miscellaneous items.~~shareholders.

Cash Dividends

During the year ended June 30, ~~2018,~~2021, we declared and paid cash dividends of ~~$0.5478~~$0.7770 per Common Share in the aggregate amount of $210.7 million (year ended June 30, 2020 and 2019—$0.6984 and $0.6300 per Common Share, respectively, ~~that totaled $145.6 million.~~ in the aggregate amount of $188.7 million and $168.9 million, respectively).

Future declarations of dividends and the establishment of future record and payment dates are subject to ~~the~~ final determination and discretion of the Board. See Item 5 "Dividend Policy" in this Annual Report on Form 10-K for more information.

~~In Fiscal 2017, we declared and paid cash dividends of $0.4770 per Common Share that totaled $120.6 million.~~

~~In Fiscal 2016, we declared and paid cash dividends of $0.4150 per Common Share that totaled $99.3 million.~~

Long-term Debt and Credit Facilities

Senior Unsecured Fixed Rate Notes

Senior Notes 2030

On February 18, 2020 Open Text Holdings, Inc. (OTHI), a wholly-owned indirect subsidiary of the Company, issued $900 million in aggregate principal amount of 4.125% Senior Notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2030 bear interest at a rate of 4.125% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased.

We may redeem all or a portion of the Senior Notes 2030 at any time prior to February 15, 2025 at a redemption price equal to 100% of the principal amount of the Senior Notes 2030 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. We may also redeem up to 40% of the aggregate principal amount of the Senior Notes 2030, on one or more occasions, prior to February 15, 2025, using the net proceeds from certain qualified equity offerings at a redemption price of 104.125% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. We may, on one or more occasions, redeem the Senior Notes 2030, in whole or in part, at any time on and after February 15, 2025 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2030, dated as of February 18, 2020, among OTHI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2030 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of change of control triggering events specified in the 2030 Indenture, we will be required to make an offer to repurchase the Senior Notes 2030 at a price equal to 101% of the principal amount of the Senior Notes 2030, plus accrued and unpaid interest, if any, to the date of purchase.

The 2030 Indenture contains covenants that limit the Company, OTHI and certain of the Company's subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company, OTHI or certain of the Company's subsidiaries without such subsidiary becoming a subsidiary guarantor of Senior Notes 2030; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2030 Indenture. The 2030 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2030 to be due and payable immediately.

Senior Notes 2030 are guaranteed on a senior unsecured basis by the Company and the Company's existing and future wholly-owned subsidiaries (other than OTHI) that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2030 and the guarantees rank equally in right of payment with all of the Company, OTHI and the guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the Company, OTHI and the guarantors’ future subordinated debt. Senior Notes 2030 and the guarantees will be effectively subordinated to all of the Company, OTHI and the guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2030 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2030 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2020.

Senior Notes 2028

On February 18, 2020 we issued $900 million in aggregate principal amount of 3.875% Senior Notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2028 bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020. Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased.

We may redeem all or a portion of the Senior Notes 2028 at any time prior to February 15, 2023 at a redemption price equal to 100% of the principal amount of the Senior Notes 2028 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. We may also redeem up to 40% of the aggregate principal amount of the Senior Notes 2028, on one or more occasions, prior to February 15, 2023, using the net proceeds from certain qualified equity offerings at a redemption price of 103.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. We may, on one or more occasions, redeem the Senior Notes 2028, in whole or in part, at any time on and after February 15, 2023 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2028, dated as of February 18, 2020, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2028 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of change of control triggering events specified in the 2028 Indenture, we will be required to make an offer to repurchase the Senior Notes 2028 at a price equal to 101% of the principal amount of the Senior Notes 2028, plus accrued and unpaid interest, if any, to the date of purchase.

The 2028 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2028; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets

substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2028 Indenture. The 2028 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Senior Notes 2028 to be due and payable immediately.

Senior Notes 2028 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2028 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our guarantors’ future subordinated debt. Senior Notes 2028 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2028 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2028 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2020.

Senior Notes 2026

On May 31, 2016 we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

On December 20, 2016, we issued an additional $250 million in aggregate principal amount by reopening our Senior Notes 2026 at an issue price of 102.75%. The additional notes have identical terms, are fungible with and are a part of a single series with the previously issued $600 million aggregate principal amount of Senior Notes 2026. The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $850 million.

We may redeem all or a portion of the Senior Notes 2026 at any time prior to June 1, 2021 at a redemption price equal to 100% of the principal amount of Senior Notes 2026 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. ~~In addition, we~~We may also, redeem up to 40% of the aggregate principal amount of Senior Notes 2026, on one or more occasions, prior to June 1, 2019, using the net proceeds from certain qualified equity offerings at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. We may, on one or more occasions, redeem Senior Notes 2026, in whole or in part, at any time on and after June 1, 2021 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2026, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2026 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the 2026 Indenture, we will be required to make an offer to repurchase Senior Notes 2026 at a price equal to 101% of the principal amount of Senior Notes 2026, plus accrued and unpaid interest, if any, to the date of purchase.

The 2026 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of the notes; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2026 Indenture. The 2026 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2026 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2026 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of ~~the~~ our and our guarantors’ future subordinated debt. Senior Notes 2026 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2026 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2016.

~~Senior Notes 2023~~

On January 15, 2015, we issued $800 million in aggregate principal amount of our 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed in accordance with their terms, or repurchased.

We may, on one or more occasion, redeem Senior Notes 2023, in whole or in part, at any time on and after January 15, 2018 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2023, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank

N.A.), as U.S. trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (the 2023 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the 2023 Indenture, we will be required to make an offer to repurchase Senior Notes 2023 at a price equal to 101% of the principal amount of Senior Notes 2023, plus accrued and unpaid interest, if any, to the date of purchase.

The 2023 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the subsidiary guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2023; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2023 Indenture. The 2023 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2023 are guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2023 and the guarantees rank equally in right of payment with all of our and our subsidiary guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our subsidiary guarantors’ future subordinated debt. Senior Notes 2023 and the guarantees will be effectively subordinated to all of ours and our guarantors’ existing and future secured debt, including the obligations under the Revolver and Term Loan B (as defined herein), to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2023 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2015.

Term Loan B

On May 30, 2018, we entered into a credit facility, which provides for a $1 billion term loan facility with certain lenders named therein, Barclays Bank PLC (Barclays), as sole administrative agent and collateral agent, and ~~with Barclays and RBC Capital Markets~~ as lead ~~arrangers~~arranger and joint ~~bookrunners~~bookrunner (Term Loan B) and borrowed the full amount on May 30, 2018 to, among other things, repay in full the loans under our prior $800 million term loan credit facility originally entered into on January 16, 2014. Repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity.

Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver. Term Loan B has a seven year ~~term.~~term, maturing in May 2025.

Borrowings under Term Loan B bear interest at a rate per annum equal to an applicable margin plus, at the borrower’s option, either (1) the ~~eurodollar~~Eurodollar rate for the interest period relevant to such borrowing or (2) an ABR rate. The applicable margin for borrowings under Term Loan B is 1.75%, with respect to LIBOR advances and 0.75%, with respect to ABR advances. The interest on the current outstanding balance for Term Loan B is equal to 1.75% plus LIBOR (subject to a 0.00% floor). As of June 30, ~~2018,~~2021, the outstanding balance on the Term Loan B bears an interest rate of ~~approximately 3.73%~~1.84%. For more information regarding the impact of LIBOR, see "Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against" included within Part I, Item 1A of this Annual Report on Form 10-K.

Term Loan B has incremental facility capacity of (i) $250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75:1.00, in each case subject to certain conditions. Consolidated senior secured net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, that is secured by our or any of our subsidiaries’ assets, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges.

Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4:1 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of June 30, ~~2018,~~2021, our consolidated net leverage ratio was ~~1.9:~~1.5:1.

Revolver

~~We currently have a $450 million~~On October 31, 2019, we amended our committed revolving credit facility (the Revolver) ~~which matures on~~to increase the total commitments under the Revolver from $450 million to $750 million as well as to extend the maturity from May 5, ~~2022.~~2022 to October 31, 2024. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, ~~and~~ on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25% to 1.75%. For more information regarding the impact of LIBOR, see "Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against" included within Part I, Item 1A of this Annual Report on Form 10-K.

Under the Revolver, we must maintain a "consolidated net leverage" ratio of no more than 4:1 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges.

During the ~~year ended June 30, 2018,~~second quarter of Fiscal 2020, we drew down ~~$200~~$750 million from the Revolver to partially ~~to finance acquisitions (year ended June 30, 2017 and 2016—$225 million and nil, respectively).~~

~~During~~fund the ~~year ended June 30, 2018,~~acquisition of Carbonite. In February 2020, we repaid ~~$375~~$750 million ~~(year ended June 30, 2017~~drawn under the Revolver with a portion of the proceeds from the Senior Notes 2030 and ~~2016—$50~~Senior Notes 2028. In March 2020, we drew down $600 million from the Revolver as a preemptive measure in order to increase our cash position and ~~nil, respectively).~~preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. As of June 30, ~~2018 we have no~~2020, the proceeds from the $600 million draw down remained outstanding ~~balance~~and were presented within "Cash and cash equivalents" and "Current portion of long-term debt" on the ~~Revolver.~~Consolidated Balance Sheets.

~~For~~During the ~~year ended June 30, 2018,~~second quarter of Fiscal 2021, we ~~recorded interest expense of $9.0~~repaid $600 million ~~relating to amounts~~previously drawn on the Revolver ~~(year ended~~using cash on hand. As of June 30, ~~2017 and 2016—$2.6 million and nil, respectively).~~2021, we had no outstanding balance under the Revolver.

For further details relating to our debt, please see note 1011 "Long-Term Debt" to our Consolidated Financial Statements.

Shelf Registration Statement

On ~~August 30, 2017,~~November 29, 2019, we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically (the Shelf Registration Statement). The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. A base shelf short-form prospectus qualifying the distribution of such securities was concurrently filed with Canadian securities regulators on ~~August 30, 2017.~~November 29, 2019. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.

Share Repurchase Plan / Normal Course Issuer Bid

On November 5, 2020, the Board authorized a share repurchase plan, pursuant to which we may purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2020, up to an aggregate of $350 million of our Common Shares on the NASDAQ Global Select Market, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the “Repurchase Plan”). The price that we will pay for Common Shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934. Purchases made under the Repurchase Plan will be subject to a limit of 13,618,774 shares (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020). All Common Shares purchased by us pursuant to the Repurchase Plan will be cancelled.

During the year ended June 30, 2021, we repurchased and cancelled 2,500,000 Common Shares for $119.1 million under the Repurchase Plan.

Normal Course Issuer Bid

The Company established a Normal Course Issuer Bid (the NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Repurchase Plan.

Pensions

As of June 30, ~~2018,~~2021, our total unfunded pension plan obligations were ~~$68.0~~$77.3 million, of which ~~$2.3~~$2.8 million is payable within the next twelve months. We expect to be able to make the long-term and short-term payments related to these obligations in the normal course of operations.

Our anticipated payments under our most significant plans, Open Text Document Technologies GmbH (CDT), GXS GmbH (GXS GER), GXS Philippines, Inc. (GXS PHP), for the fiscal years indicated below are as follows:

Fiscal years ending June 30,
CDT GXS GER GXS PHP
2019 $ 655
$ 1,027
$ 138
2020 700
1,032
104
2021 800
1,061
144
2022 890
1,068
330
2023 999
1,071
198
2024 to 2028 6,008
5,506
1,913
Total $ 10,052
$ 10,765
$ 2,827


	Fiscal years ending June 30,
	CDT		GXS GER		GXS PHP
2022	$	880	$	1,058	$	42
2023	960		1,046		356
2024	1,039		1,047		140
2025	1,086		1,071		192
2026	1,123		1,059		202
2027 to 2031	6,501		5,142		2,516
Total	$	11,589	$	10,423	$	3,448

For a detailed discussion on pensions, see note 1112 "Pension Plans and Other Post Retirement Benefits" to our Consolidated Financial Statements.

Commitments and Contractual Obligations

As of June 30, ~~2018,~~2021, we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:


	Payments due between
	Total		July 1, 2021 - June 30, 2022		July 1, 2022 - June 30, 2024		July 1, 2024 - June 30, 2026		July 1, 2026 and beyond
Long-term debt obligations (1)	$	4,514,954	$	149,942	$	299,371	$	2,047,391	$	2,018,250
Operating lease obligations (2)	308,349		65,260		103,510		62,033		77,546
Purchase obligations for contracts not accounted for as lease obligations	70,646		42,887		27,759		—		—
	$	4,893,949	$	258,089	$	430,640	$	2,109,424	$	2,095,796

Payments due between
Total July 1, 2018—
June 30, 2019 July 1, 2019—
June 30, 2021 July 1, 2021—
June 30, 2023 July 1, 2023
and beyond
Long-term debt obligations ⁽¹⁾
$ 3,524,567
$ 142,626
$ 284,013
$ 282,398
$ 2,815,530
Operating lease obligations ⁽²⁾
394,907
72,224
127,878
85,943
108,862
Purchase obligations 16,108
9,577
6,354
177
—
$ 3,935,582
$ 224,427
$ 418,245
$ 368,518
$ 2,924,392

⁽¹⁾ Includes interest up to maturity and principal payments. Please see note 1011 "Long-Term Debt" to our Consolidated Financial Statements for more details.

⁽²⁾ ~~Net of $7.6 million of~~ Represents the undiscounted future minimum lease payments under our operating leases liabilities and excludes sublease income expected to be received ~~from properties which we have subleased~~under our various sublease agreements with third parties. Please see note 6 "Leases" to ~~third parties.~~our Consolidated Financial Statements for more details.

Guarantees and Indemnifications

We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Consolidated Financial ~~Statements~~.Statements.

Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows.

Litigation

We are currently involved in various claims and legal proceedings.

Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Annual Report on Form 10-K, the aggregate of such ~~estimated losses~~accrued liabilities was not material to our consolidated financial position or ~~result~~results of

operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations. As more fully described below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters.

Contingencies

IRS Matter

As we have previously disclosed, the United States Internal Revenue Service (IRS) ishas been examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations ishas been reviewing our internal reorganization in Fiscal 2010 and Fiscal 2012 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we ~~have~~had not recorded any material accruals for any such potential adjustments in our Consolidated Financial Statements.

We previously disclosed that, as part of these examinations, on July 17, 2015 we received from the IRS an initial Notice of Proposed Adjustment (NOPA) in draft form, proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010, plus penalties and interest, and that we expected to receive an additional NOPA proposing an increase to our U.S. federal taxes for Fiscal 2012 arising from the integration of Global 360 Holding Corp. into the structure that resulted from the reorganization, accompanied by proposed penalties and interest. We also previously

disclosed that the draft NOPA could be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment by assigning a higher value to our intellectual property.

~~On July 11, 2018, we received from the IRS a revised draft NOPA proposing an increase to our U.S. federal taxes~~ for Fiscal 2010 (the 2010 NOPA), and a draft NOPA proposing an increase to our U.S. federal taxes for Fiscal 2012 (the 2012 NOPA), respectively. A NOPA is an IRS position and does not impose an obligation to pay tax. After evaluation of these NOPAs, we continue to strongly disagree with the IRS’ positions and intend to vigorously contest the proposed adjustments to our taxable income.

We currently estimate our potential aggregate liability, as of June 30, 2018, in connection with these ongoing matters with the IRS, including additional state income taxes plus penalties and interest that may be due, to be approximately $725 million, comprised of approximately $455 million in U.S. federal and state taxes, approximately $105 million of penalties, and approximately $165 million of interest, further described below. Our previously disclosed estimated potential aggregate liability, as of March 31, 2018, was approximately $605 million.

~~The 2010 NOPA received from the IRS~~ on July 11, 2018 increases the one-time proposed adjustment to our U.S. federal income taxes for Fiscal 2010 by approximately $55 million, from, as previously disclosed, approximately $280 million to approximately $335 million. Such increase is based on the IRS’ assertion that certain of our intangible property involved in our internal reorganization had a greater value than was assigned to it in the original draft NOPA. As contemplated by the original draft NOPA, the 2010 NOPA asserts penalties equal to 20% of the additional proposed taxes for Fiscal 2010, plus interest at the applicable statutory rate (which will continue to accrue until the matter is resolved and may be substantial).

On July 11, 2018, we also received, consistent with previously disclosed expectations, ~~the 2012~~a draft NOPA ~~proposing an approximately $80 million adjustment to our U.S. federal taxes~~ for Fiscal 2012 ~~which was previously included~~(the 2012 NOPA).

On January 7, 2019, we received from the IRS official notification of proposed adjustments to our taxable income for Fiscal 2010 and Fiscal 2012, together with the 2010 NOPA and 2012 NOPA in final form.

As of December 31, 2020, our estimated potential aggregate liability, as originally proposed by the IRS under the 2010 NOPA and the 2012 NOPA, including additional state income taxes plus penalties and continually accruing interest that may be due, would have been approximately $830 million, comprised of approximately ~~$605 million. The 2012 NOPA also asserts, however, that the penalty rate should be 40% of the additional proposed taxes for Fiscal 2012.~~

~~The $120~~$430 million ~~increase from the previously estimated potential aggregate liability of approximately $605 million, as of March 31, 2018, is attributable to (i) approximately $95 million of increased proposed~~in U.S. federal and state taxes, ~~and associated~~approximately $130 million of penalties, and ~~interest related to the IRS asserting a higher valuation~~approximately $270 million of our intangible property in the 2010 NOPA, (ii) approximately $20 million related to the additional 20% penalties and associated interest asserted by the IRS in the 2012 NOPA, and (iii) approximately $5 million related to an estimate of additional interest that has continued to accrue since March 31, 2018.

Based on our discussions with the IRS and the fact that the adjustments proposed in these NOPAs reflect the IRS’ own asserted valuations of our intangible property, we do not expect the IRS to further revise the NOPAs to increase any of their proposed adjustments to our U.S. federal income taxes (subject to the continued accrual of interest, as noted above).interest.

As previously disclosed, ~~and noted above,~~ we ~~strongly~~ disagree with the IRS’ ~~position~~positions and ~~intend to~~have been vigorously ~~contest~~contesting the proposed adjustments to our taxable ~~income. We are examining various alternatives available to taxpayers to contest~~income, along with the proposed ~~adjustments. Any such alternatives could involve~~penalties and interest.

On December 21, 2020, we entered into a ~~lengthy process~~closing agreement with the IRS resolving all of the proposed adjustments to our taxable income for Fiscal 2010 and ~~result~~Fiscal 2012 (the IRS Settlement).

The IRS Settlement resulted in charges of $300.5 million during the year ended June 30, 2021 to "Provision for (recovery of) income taxes". In connection with the IRS Settlement, during the year ended June 30, 2021, we made aggregate payments to the IRS of $288.6 million in U.S. federal taxes and interest and $11.0 million of certain associated state tax and interest payments. As of June 30, 2021, the outstanding settlement amount of approximately $0.9 million is recorded within "Income taxes payable" in our Consolidated Balance Sheets. Interest at the applicable statutory rates will continue to accrue until the time of payment. The IRS Settlement also eliminates approximately $90 million in future withholding taxes that we had expected to incur over the next 10 years.

We believe the IRS Settlement to be in the ~~incurrence~~best interest of ~~significant expenses. As~~all stakeholders, as it closes all past, present and future items related to this matter. The IRS Settlement provides finality to this longstanding matter.

For additional information regarding the history of ~~the date of~~ this IRS matter, please see note 14 "Guarantees and Contingencies" in our Annual Report on Form 10-K we have not recorded any material accruals in respect of these examinations in our Consolidated Financial Statements. An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations.for Fiscal 2020.

CRA Matter

As part of its ongoing audit of our Canadian tax returns, the Canada Revenue Agency (CRA) has disputed our transfer pricing methodology used for certain intercompany transactions with our international subsidiaries and has issued notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal ~~2013.~~2016. Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, ~~2018,~~2021, in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal ~~2013~~2016, to be limited to penalties, interest and ~~interest~~provincial taxes that may be due of approximately ~~$23~~$74 million. As of June 30, 2021, we have provisionally paid approximately $28 million in order to fully preserve our rights to object to the CRA's audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute. This amount is recorded within "Long-term income taxes recoverable" on the Consolidated Balance Sheets as of June 30, 2021.

The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal ~~2013~~2016 would, as drafted, increase our taxable income by approximately $90 million to $100 million for each of those years, as well as ~~in the case of Fiscal 2012,~~ impose a 10% penalty on the proposed adjustment to income. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income ~~with a similar penalty expected to be imposed for Fiscal 2013.~~tax liability.

We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal ~~2013~~2016 (including any penalties) are without merit. We have filed ~~a notice~~notices of objection for Fiscal 2012, ~~will be filing an objection for~~ Fiscal 2013, Fiscal 2014, Fiscal 2015 and weFiscal 2016. We are currently seeking competent authority consideration under applicable international treaties in respect of these reassessments.

Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal ~~2013, or potential reassessments that may be proposed for subsequent years currently under audit,~~2016, we have elective

deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.

The CRA is also currently auditing Fiscal 2017 on a basis that we strongly disagree with and will vigorously contest. The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016. In accordance with applicable rules, these assets were recognized for tax purposes at fair market value as of that time, which value was supported by an expert valuation prepared by an independent leading accounting and advisory firm. In conjunction with the Fiscal 2017 audit, the CRA issued a proposal letter dated April 7, 2021 (Proposal Letter) indicating to us that it proposes to reassess our Fiscal 2017 tax year to reduce the depreciable basis of these assets. We are currently engaged in dialogue with the CRA regarding the 2017 audit and expect to be making extensive submissions in support of our position shortly. CRA’s currently-proposed position for Fiscal 2017 relies in significant part on the application of its positions regarding our transfer pricing methodology that are the basis for its reassessment of our fiscal years 2012 to 2016 described above, and that we believe are without merit. Other aspects of CRA’s currently-proposed position for Fiscal 2017 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position. If the CRA determines to issue a notice of reassessment in respect of Fiscal 2017 on the basis of its position set forth in the Proposal Letter and we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $470 million. Any such income tax expense could also have a corresponding cash tax impact that would primarily occur over a period of several future years based upon annual income realization in Canada. We strongly disagree with the CRA’s position for Fiscal 2017 and intend to vigorously defend our original filing position.

We will continue to vigorously contest the proposed adjustments to our taxable income and any penalty and interest ~~assessments. As~~assessments, as well as any proposed reduction to the basis of our depreciable property. We are confident that our original tax filing positions were appropriate. Accordingly, as of the date of this Annual Report on Form 10-K, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Consolidated Financial Statements. Audits by the CRA of our tax returns for fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income tax liability in respect of our international transactions, including the transfer pricing methodology applied to them. The CRA ishas also advised us that they are currently in preliminary stages of auditing Fiscal ~~2014~~2018 and Fiscal ~~2015. We are engaged in ongoing discussions with the CRA and continue to vigorously contest the CRA's audit positions.~~2019.

~~GXS Brazil Matter~~Carbonite Class Action Complaint

As part of our acquisition of GXS, we inherited a tax dispute in Brazil between the Company’s subsidiary, GXS Tecnologia da Informação (Brasil) Ltda. (GXS Brazil), and the municipality of São Paulo, in connection with GXS Brazil’s judicial appeal of a tax claim. During the first quarter of Fiscal 2018 the courts ruled in favour of the municipality of São Paulo. The Company decided not to pursue further appeal. On ~~October~~August 1, ~~2017, the Company reached a settlement with the municipality and paid $1.4 million.~~

~~Historically,~~2019, prior to our acquisition of ~~GXS, GXS would charge certain~~Carbonite, a purported stockholder of Carbonite filed a putative class action complaint against Carbonite, its former Chief Executive Officer, Mohamad S. Ali, and its former Chief Financial Officer, Anthony Folger, in the United States District Court for the District of Massachusetts captioned Ruben A. Luna, Individually and on Behalf of All Others Similarly Situated v. Carbonite, Inc., Mohamad S. Ali, and Anthony Folger (No. 1:19-cv-11662-LTS). The complaint alleges violations of the federal securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The complaint generally alleges that the defendants made materially false and misleading statements in connection with Carbonite’s Server Backup VM Edition, and seeks, among other things, the designation of the action as a class action, an award of unspecified compensatory damages, costs and expenses, including counsel fees and expert fees, and other relief as the court deems appropriate. On August 23, 2019, a nearly identical complaint was filed in the same court captioned William Feng, Individually and on Behalf of All Others Similarly Situated v. Carbonite, Inc., Mohamad S. Ali, and Anthony Folger (No. 1:19- cv-11808-LTS) (together with the Luna Complaint, the “Securities Actions”). On November 21, 2019, the court consolidated the Securities Actions, appointed a lead plaintiff, and designated a lead counsel. On January 15, 2020, the lead plaintiff filed a consolidated amended complaint generally making the same allegations and seeking the same relief as the complaint filed on August 1, 2019. The defendants moved to ~~its subsidiaries, including GXS Brazil, primarily based~~dismiss the Securities Actions on ~~historical transfer pricing studies that were intended~~March 10, 2020. The motion was fully briefed in June 2020 and a hearing on the motion to ~~reflect~~dismiss the ~~costs incurred by subsidiaries in relation~~Securities Actions was held on October 15, 2020. Following the hearing, on October 22, 2020, the court granted with prejudice the defendants’ motion to ~~services provided by~~dismiss the ~~parent company~~Securities Actions. On November 20, 2020, the lead plaintiff filed a notice of appeal to the ~~subject subsidiary. GXS recorded taxes~~Court of Appeals for the First Circuit. The appeal has been fully briefed and oral arguments before the Court of Appeals for the First Circuit were held on ~~amounts billed,~~July 29, 2021. The court’s decision on the appeal is expected in the coming months and the defendants remain confident in the District Court’s dismissal with prejudice of the Securities Actions.

Carbonite vs Realtime Data

On February 27, 2017, prior to our acquisition of Carbonite, a non-practicing entity named Realtime Data LLC (Realtime Data) filed a lawsuit against Carbonite in the U.S. District Court for the Eastern District of Texas "Realtime Data LLC v. Carbonite, Inc. et al (No 6:17-cv-00121-RWS-JDL)", alleging that ~~were~~certain of Carbonite’s cloud storage services infringe upon certain patents held by Realtime Data. Realtime Data’s complaint against Carbonite sought damages in an unspecified amount and injunctive relief. On December 19, 2017, the U.S. District Court for the Eastern District of Texas transferred the case to the U.S District Court for the District of Massachusetts (No. 1:17-cv-12499). Realtime Data has also filed numerous other patent suits on the asserted patents against other companies around the country. In one of those suits, filed in the U.S. District Court for the District of Delaware, the Delaware Court on July 29, 2019 dismissed the lawsuit after declaring invalid three of the four patents asserted by Realtime Data against Carbonite; that decision was appealed to the U.S. Court of Appeals for the Federal Circuit. By way of Order dated August 19, 2019, the U.S. District Court for the District of Massachusetts stayed the action against Carbonite pending the aforementioned appeal of the dismissal in the Delaware lawsuit. On October 23, 2020, the Appeals Court vacated and remanded the Delaware Court’s decision. Following the Appeals Court's decision, the Massachusetts District Court lifted the stay on the action against Carbonite. On January 21, 2021, the Court held a hearing to construe the claims of the asserted patents. As to the fourth patent asserted against Carbonite, the U.S. Patent & Trademark Office Patent Trial and Appeal Board on September 24, 2019 invalidated certain claims of that patent, including certain claims that had been asserted against Carbonite, and the parties jointly stipulated to dismiss the patent from the action. No trial date has been set in the action against Carbonite. We are vigorously defending the matter. We have not accrued a loss contingency related to this matter because litigation related to a non-practicing entity is inherently unpredictable. Although a loss is reasonably possible, an unfavorable outcome is not considered by management to be ~~due based on the intercompany charges. GXS subsequently re-evaluated its intercompany charges~~probable at this time and we remain unable to GXS Brazil and related taxes and, upon taking into consideration the current environment and judicial proceedings in Brazil, concluded that it was probable that certain indirect taxes would be assessable and payable based upon the accrualreasonably estimate a possible loss or range of ~~such intercompany charges and has approximately $1.6 million accrued for the probable amount of a settlement related to the indirect taxes, interest and penalties.~~

~~GXS India Matter~~

Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the city of Bangalore. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlementloss associated with ~~the Indian tax authorities. We have accrued $1.3 million to cover our anticipated financial exposure in~~ this ~~matter.~~litigation.

Please also see Part I, Item 1A "Risk Factors" in this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business, and the use of operating leases for office space, computer equipment, and vehicles. None of the operating leases described in the previous sentence has, and we currently do not believe that they potentially may have, a material effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources. In accordance with U.S. GAAP, neither the lease liability nor the underlying asset is carried on the balance sheet, as the terms of the leases do not meet the criteria for capitalization.business.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are primarily exposed to market risks associated with fluctuations in interest rates on our term loans, revolving loans and foreign currency exchange rates.

Interest rate risk

Our exposure to interest rate fluctuations relate primarily to our Term Loan B and the Revolver.

As of June 30, ~~2018,~~2021, we had an outstanding balance of ~~$997.5~~$967.5 million on Term Loan B. Term Loan B bears a floating interest rate of 1.75% plus LIBOR. As of June 30, ~~2018,~~2021, an adverse change of one percent on the interest rate would have the effect of increasing our annual interest payment on Term Loan B by approximately ~~$10.0~~$9.7 million, assuming that the loan balance as of June 30, ~~2018~~2021 is outstanding for the entire period (June 30, ~~2017—~~2020—$~~7.7~~9.8 million).

As of June 30, ~~2018,~~2021, we had no outstanding balance onunder the Revolver. Borrowings under the Revolver ~~would~~ bear interest per annum at a floating rate of LIBOR plus a fixed rate that is dependent on our consolidated net leverage ratio ranging from

1.25% to 1.75%. As of June 30, ~~2018,~~2021, with no outstanding balance on the Revolver, an adverse change of one percent on the interest rate would have no effect on our annual interest payment ~~on the Revolver, as there was no balance outstanding, and assuming that the loan balance of nil remained for the entire year~~ (June 30, ~~2017—~~2020—$~~1.8~~6.0 million).

For more information regarding the impact of LIBOR, see "Stress in the global financial system may adversely affect our finances and operations in ways that may be hard to predict or to defend against" included within Part I, Item 1A of this Annual Report on Form 10-K.

Foreign currency risk

Foreign currency transaction risk

We transact business in various foreign currencies. Our foreign currency exposures typically arise from intercompany fees, intercompany loans and other intercompany transactions that are expected to be cash settled in the near ~~term.~~term and are transacted in non-functional currency. We expect that we will continue to realize gains or losses with respect to our foreign currency exposures. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the

size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates. Additionally, we have hedged certain of our Canadian dollar foreign currency exposures relating to our payroll expenses in Canada.

Based on the foreign exchange forward contracts outstanding as of June 30, ~~2018,~~2021, a one cent change in the Canadian dollar to U.S. dollar exchange rate would have caused a change of ~~approximately $0.5~~$0.7 million in the mark to market on our existing foreign exchange forward contracts (June 30, ~~2017—~~2020—$~~0.4~~0.6 million).

Foreign currency translation risk

Our reporting currency is the U.S. dollar. Fluctuations in foreign currencies impact the amount of total assets and liabilities that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. In particular, the amount of cash and cash equivalents that we report in U.S. dollars for a significant portion of the cash held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to accumulated other comprehensive income on our Consolidated Balance Sheets).

The following table shows our cash and cash equivalents denominated in certain major foreign currencies as of June 30, ~~2018~~2021 (equivalent in U.S. dollar):


(In thousands)	U.S. Dollar Equivalent at June 30, 2018		U.S. Dollar Equivalent at June 30, 2017		(In thousands)	U.S. Dollar Equivalent at June 30, 2021		U.S. Dollar Equivalent at June 30, 2020
Euro	$	120,346	$	121,621	Euro	$	331,974	$	229,579
British Pound	31,211		30,425		British Pound	78,140		64,865
Canadian Dollar	24,590		29,131		Canadian Dollar	26,632		20,311
Swiss Franc	52,652		41,925		Swiss Franc	44,900		43,365
Other foreign currencies	117,459		87,144		Other foreign currencies	128,879		93,292
Total cash and cash equivalents denominated in foreign currencies	346,258		310,246		Total cash and cash equivalents denominated in foreign currencies	610,525		451,412
U.S. dollar	336,684		133,111
U.S. Dollar					U.S. Dollar	996,781		1,241,438
Total cash and cash equivalents	$	682,942	$	443,357	Total cash and cash equivalents	$	1,607,306	$	1,692,850

If overall foreign currency exchange rates in comparison to the U.S. dollar uniformly weakened by 10%, the amount of cash and cash equivalents we would report in equivalent U.S. dollars would decrease by ~~approximately $34.6~~$61.1 million (June 30, ~~2017—~~2020—$~~31.0~~45.1 million), assuming we have not entered into any derivatives discussed above under "Foreign Currency Transaction Risk".

Item 8. Financial Statements and Supplementary Data

The response to this Item 8 is submitted as a separate section of this Annual Report on Form 10-K. See Part IV, Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(A) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the Exchange Act).~~Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, ~~2018,~~2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(B) Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR), as such term is defined in Exchange Act Rule 13a-15(f). ICFR is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. ICFR includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Our management assessed our ICFR as of June 30, ~~2018,~~2021, the end of our most recent fiscal year. In making our assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our ICFR was effective as of June 30, ~~2018.~~2021.

The results of our management’s assessment ~~was~~were reviewed with our Audit Committee and the conclusion that our ICFR was effective as of June 30, ~~2018~~2021 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report.

Our management, including the Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our ICFR will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any evaluation of prospective control effectiveness, with respect to future periods, is subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

KPMG LLP, our independent registered public accounting firm, has issued a report under Public Company Accounting Oversight Board Auditing ~~Standard No. 5~~Standards AS 2201 on the effectiveness of our ICFR. See Part IV, Item 15 of this Annual Report on Form 10-K.

(D) Changes in Internal Control over Financial Reporting (ICFR)

Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, ~~2018~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Other Matters~~

As a result of ~~June 30, 2018,~~COVID-19, we continue to operate under a work from home model. Although our pre-existing controls were not specifically designed to operate in ~~anticipation~~this current environment, we continue to believe that our established internal control over financial reporting addresses all identified risk areas. We continue to monitor for any effects that the COVID-19 pandemic may have on the design or operating effectiveness of our ~~adoption of Topic 606, Revenue from Contracts with Customers, we were in the process of finalizing certain changes to our policies, procedures, information systems and the related~~internal control ~~activities, to monitor and maintain appropriate internal controls~~ over financial reporting. ~~These changes in policies and procedures, information systems and the related control activities were effective in July 2018.~~

~~PART~~

Item 9B. Other Information

None.

Part III

Item 10.Directors, Executive Officers and Corporate Governance

The following table sets forth certain information as to our directors and executive officers as of July ~~25, 2018.~~

30, 2021.



Name			Age		Office and Position Currently Held With Company
Mark J. Barrenechea			5356		Vice ~~Chairman,~~Chair, Chief Executive Officer and Chief Technology Officer, Director
Madhu Ranganathan			5457		Executive Vice President, ~~and~~ Chief Financial Officer
Lou Blatt			59		Senior Vice President, Chief Marketing Officer
Gordon A. Davies			5659		Executive Vice President, Chief Legal Officer and Corporate Development
Prentiss Donohue			4851		~~Senior~~Executive Vice President, ~~Professional Services~~SMB/C Sales
Paul Duggan			4346		~~Senior~~Executive Vice President, Worldwide ~~Operations~~Renewals
Simon Harrison			4851		~~Senior Vice President, Worldwide Sales~~
~~Kasey Holman~~	51	~~Senior Vice President, Communications & Brand~~
~~David Jamieson~~	53	~~Chief Information Officer~~
~~Aditya Maheshwari~~	44	~~Senior Vice President and Chief Accounting Officer~~
~~Muhi Majzoub~~	58	Executive Vice President, ~~Engineering and Cloud Services~~Enterprise Sales
~~James McGourlay~~Kristina Lengyel			4953		~~Senior~~Executive Vice President, ~~Worldwide Support~~Customer Solutions
~~Patricia Nagle~~Muhi Majzoub			5361		Executive Vice President, Chief Product Officer
James McGourlay			52		Executive Vice President, International Sales
Renee McKenzie			46		Senior Vice President, Chief ~~Marketing~~Information Officer
~~Leslie Sarauer~~Douglas M. Parker			5650		Senior Vice President, ~~Human Resources~~Corporate Development
Howard Rosen			57		Senior Vice President, Chief Accounting Officer
Brian Sweeney			57		Executive Vice President, Chief Human Resources Officer
P. Thomas Jenkins			5861		Chairman of the Board
Randy Fowlie (2)(3)			5861		Director
Major General David Fraser (3)			64		Director
Gail E. Hamilton ~~(2)~~(1)			6871		Director
~~Brian J. Jackman (1)~~ Robert Hau (2)			7755		Director
Ann M. Powell			55		Director
Stephen J. Sadler			6770		Director
~~Michael Slaunwhite (1)(3)~~ Harmit Singh (2)			5758		Director
Michael Slaunwhite (1)(3)			60		Director
Katharine B. Stevenson (2)			5659		Director
~~Carl Jürgen Tinggren (2)~~			60	~~Director~~
Deborah Weinstein (1)(3)	5861			Director


~~(1)~~	~~Member of the Compensation Committee.~~


~~(2)~~	~~Member of the Audit Committee.~~


~~(3)~~	~~Member of the Corporate Governance and Nominating Committee.~~

(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

(3) Member of the Corporate Governance and Nominating Committee.

Mark J. Barrenechea

Mr. Barrenechea joined OpenText in January 2012 as the President and Chief Executive Officer. In January 2016, Mr. Barrenechea ~~stepped down as President and assumed~~took on the role of Chief Technology Officer, while remaining the Company’s Chief Executive Officer. In September 2017, Mr. Barrenechea was appointed Vice Chair, in addition to remaining the Chief Executive Officer and Chief Technology Officer. Before joining OpenText, Mr. Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation (SGI), where he also served as a member of the Board. During Mr. Barrenechea's tenure at SGI, he led strategy and execution, which included transformative acquisition of assets, as well as penetrating diverse new markets and geographic regions. Mr. Barrenechea also served as a director of SGI from 2006 to 2012. Prior to SGI, Mr. Barrenechea served as Executive Vice President and CTO for CA, Inc. (CA), (formerly Computer Associates International, Inc.) from 2003 to 2006 and was a member of the executive management team. Before going to CA, Mr. Barrenechea was the Senior Vice President of Applications Development at Oracle Corporation from 1997 to 2003, managing a multi-thousand person global team while serving as a member of the executive management team. From 1994 to 1997, Mr.

Barrenechea served as Vice President of Development at Scopus, a software applications company. Prior to Scopus, Mr. Barrenechea was the Vice President of Development at Tesseract, where he was responsible for reshaping the company's line of CRM and human capital management software. Mr. Barrenechea serves as a member of the Board and Audit Committee of Dick's Sporting Goods and also serves as a board member of Avery Dennison Corporation. In the past five years, Mr. Barrenechea also served as a director of Hamilton Insurance Group. Mr. Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael's College. He

has been the recipient of many awards, including the 2011 Best Large Company CEO from the San Francisco Business Times and 2015 Results-Oriented CEO of the year by CEO World Awards. Mr. Barrenechea has authored several books including The Intelligent and Connected Enterprise, The Golden Age of Innovation, Digital Manufacturing, Digital Financial Services, On Digital, Digital: Disrupt or Die, eGovernment or Out of Government, Enterprise Information Management: The Next Generation of Enterprise Software ~~Software Rules~~. He has also written a number of whitepapers, such as The Resilient Organization: COVID-19 and ~~e-Business or out of Business.~~New Ways to Work, The Cloud: Destination for Innovation and Security: Creating Trust in a Zero Trust World.

Madhu Ranganathan

Ms. Ranganathan joined OpenText as Executive Vice President, Chief Financial Officer in April 2018. With more than 25 years of financial leadership experience, Ms. Ranganathan most recently served as the Chief Financial Officer for [24]7.ai from June 2008 to March 2018. Ms. Ranganathan also held senior financial roles at Rackable Systems from December 2005 to May 2008, Redback Networks from August 2002 to November 2005, and Backweb Technologies from December 1996 to January 2000. She also has public accounting experience with PriceWaterhouseCoopers LLC. Ms. Ranganathan currently serves as a Board Member for the Bank of Montreal and ~~Audit Committee Chair for ServiceSource and previously~~Akamai Technologies. In past years she served as a Board Member of ServiceSource and Watermark, a Bay Area organization focused on professional development for women. Ms. Ranganathan holds an MBA in Finance from the University of Massachusetts, is a ~~Certified Public Accountant in California~~member of the AICPA and a Chartered Accountant (India).

Lou Blatt

Mr. Blatt has served as OpenText’s Senior Vice President and Chief Marketing Officer since April 2020. Prior to joining OpenText, Mr. Blatt served as the Senior Vice President, Strategy and Operations at Genesys from June 2015 to July 2019. While at Genesys, Mr. Blatt led strategic efforts, including the company’s transition to the cloud. From April 2011 to June 2015 Mr. Blatt served as Senior Vice President at Pega (PEGA) leading its transformation from a business process management company to a customer relationship management company. Mr. Blatt was also the Chief Product Officer at ACI Worldwide (ACIW) from March 2008 to March 2011 where he was responsible for defining and communicating the company’s product vision, strategy and the development life cycle. Mr. Blatt holds a Ph.D. and MA from Boston University and graduated from the Advanced Management Program at Harvard Business School. Mr. Blatt currently serves as Advisory Board Member for Earth PBC, a software company focused on sustainability and fair labor practices in some of the most remote parts of the world.

Gordon A. Davies

Mr. Davies joined OpenText as Chief Legal Officer in September 2009. Mr. Davies also ~~serves as the Company's Corporate Secretary and Chief Compliance Officer, and~~ has responsibility for Corporate Development, the Office of the Chief Compliance Officer and the ~~Program Management Office.~~Corporate Secretary Group. Prior to joining OpenText, Mr. Davies was the Chief Legal Officer and Corporate Secretary of Nortel Networks Corporation. During his sixteen years at Nortel, Mr. Davies acted as Deputy General Counsel and Corporate Secretary during 2008, and as interim Chief Legal Officer and Corporate Secretary in 2005 and again in 2007. He led the Corporate Securities legal team as General Counsel-Corporate from 2003, with responsibility for providing legal support on all corporate and securities law matters, and spent five years in Europe supporting all aspects of the Europe, Middle East and Africa (EMEA) business, ultimately as General Counsel, EMEA. Prior to joining Nortel, Mr. Davies practiced securities law at a major Toronto law firm. Mr. Davies holds an LL.B and an MBA from the University of Ottawa, and a B.A. from the University of British Columbia. He is a member of the Law Society of Upper Canada, the Canadian Bar Association, the Association of Canadian General Counsel and the Society of Corporate Secretaries and Governance Professionals.

Prentiss Donohue

Mr. Donohue ~~joined OpenText~~has served as Executive Vice President of Small and Medium-sized Business and Consumer (SMB/C) Sales since December 2020. Prior to this role, Mr. Donohue served as Senior Vice President, Portfolio Group from January 2019 to December 2020 and as Senior Vice President of Professional Services infrom April ~~2016.~~2016 to January 2019. He brings over 20 years of experience in support and services management. Prior to joining OpenText, Mr. Donohue served as Group Vice President and General Manager of Advanced Customer Services for Oracle Corporation from January 2010 to March 2016, where he was responsible for driving Oracle’s innovative software, systems and cloud services. From April 1998 to December 2010, Mr. Donohue worked at Sun Microsystems in various leadership roles, including in Managed Services Management and Corporate Marketing. Mr. Donohue served on the board of directors of Summit Charter School until May 2016. Mr. Donohue holds a BA from the University of Colorado and has completed executive leadership programs at the University of Michigan’s Ross School of Business and the University of Hong Kong.

Paul Duggan

Mr. Duggan ~~joined OpenText~~has served as Executive Vice President, Worldwide Renewals since July 2021. Prior to this role, Mr. Duggan served as Senior Vice President, ~~of Worldwide~~Revenue Operations infrom January ~~2017.~~2017 to July 2021. He is responsible for operations across sales, professional services, business networks, and customer support. Prior to joining OpenText, Mr. Duggan held various roles at Oracle Corporation, including Group Vice President of Support Renewal Sales, North America from December 1999 to January 2017. Previously, Mr. Duggan served on the advisory board for the Technology Services Industry Association from 2016 to 2017. He has completed executive leadership programs at the University of Michigan Ross School of Business and IESE Business School in Barcelona, Spain.

Simon ~~Harrision~~Harrison

Mr. Harrison has served as the Company’s Executive Vice President of ~~Worldwide~~Enterprise Sales since ~~October 2017.~~March 2021. Prior to this, Mr. Harrison, who joined the Company through its acquisition of IXOS AG, has held a number of senior leadership roles, including serving as its Executive Vice President, Worldwide Sales from October 2017 to March 2021, Senior Vice President of Enterprise Sales from 2015 to 2017, Senior Vice President of Fast Growth Markets from 2014 to 2015 and as the Company’s Senior Vice President of Sales for the EMEA region from 2012 to 2014. Mr. Harrison holds an honors degree in Computer Science from Leeds University.

~~Kasey Holman~~Kristina Lengyel

Ms. ~~Holman~~Lengyel has served as the Company's ~~Senior~~Executive Vice President, ~~Communications & Brand~~Customer Solutions since February 2018 and is responsible for global communications (corporate and employee), public relations, brand and creative, industry analyst relations, social media, corporate social responsibility, web and digital customer experience as well as customer marketing. Previously, Ms. Holman was the Company's Vice President of Corporate & Brand Marketing from 2013 to 2018.March 2021. Prior to joining OpenText, ~~Ms Holman~~Ms. Lengyel served as ~~the~~ Vice President of Global ~~Communications for BMC Software.~~Solutions at Salesforce from July 2019 to March 2021, heading their global analytics (Tableau) services practice. Ms. ~~Holman has also~~Lengyel held ~~senior corporate marketing and communications~~key executive roles at ~~Silicon Image~~Kronos (now Ultimate Kronos Group), overseeing global customer solutions and ~~Sun Microsystems.~~engineering, from 2010 to 2019. Ms. ~~Holman~~Lengyel also served as a member of the executive leadership team at Open Solutions (acquired by Fiserv) from 2006 to 2009, and at Concerto (now Aspect) Software from 2001 to 2003. Ms. Lengyel holds a BAMaster's Degree in ~~Mass Communications/Journalism~~Business Administration from ~~the California State University.~~

~~David Jamieson~~

~~Mr. Jamieson joined OpenText as the Chief Information Officer~~Northeastern University and a Bachelor's Degree in November 2014. He brings over 25 years of experience in leading Information Technology organizations through the ever-changing technology landscape. Prior to joining OpenText, Mr. Jamieson worked at Barrick Gold Corporation, where he served as Director of Information Technology for four years before being appointed as the Vice President of Information Management and Technology in 2005. Mr. Jamieson has held senior positions with companies, such as Universal Studios Canadacomputer engineering from ~~1999 to 2001, EDS/SHL Systemhouse from 1996 to 1999, and Canadian Pacific Railway from 1988 to 1996. Mr. Jamieson holds a Bachelor~~Sault College of Applied ~~Science, Mechanical Engineering from the University of Toronto~~Arts and ~~received his Professional Engineer designation in 1990.~~

~~Aditya Maheshwari~~

Mr. Maheshwari joined OpenText as Senior Vice President and Chief Accounting Officer in February 2016. Prior to joining OpenText, Mr. Maheshwari was an Audit Partner in the Technology, Media and Telecoms practice at KPMG LLP, Canada until February 5, 2016. With 15 years of experience at KPMG including international postings in the UK and India, Mr. Maheshwari has the experience of working with several large multinational companies under U.S. GAAP and International Financial Reporting Standards. Mr. Maheshwari represented Canada on KPMG's global think-tank for the Technology sector and is the co-author of 11 technical and thought-leadership publications, published by KPMG, on revenue recognition for the Technology, Media and Telecoms sector. During his tenure in the UK, Mr. Maheshwari worked in KPMG's technical accounting group, International Standards Group, specializing in revenue recognition. Mr. Maheshwari is a Chartered Professional Accountant (Ontario), Certified Public Accountant (Colorado) and Chartered Accountant (India).Technology.

Muhi Majzoub

Mr. Majzoub has served as Executive Vice President, ~~Engineering~~Chief Product Officer since ~~January 2016.~~September 2019. Prior to ~~that he~~this role, Mr. Majzoub served as Executive Vice President, Engineering from January 2016 to September 2019 and as Senior Vice President, Engineering from June 2012 to January 2016. Mr. Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes. Mr. Majzoub is a seasoned enterprise software technology executive having recently served as Head of Products for NorthgateArinso, a private company that provides global Human Resources software and services. Prior to this, Mr. Majzoub was Senior Vice President of Product Development for CA, Technologies from June 2004 to July 2010. Mr. Majzoub also worked for several years as Vice President for Product Development at Oracle Corporation from January 1989 to June 2004. Mr. Majzoub attended San Francisco State University.

James McGourlay

Mr. McGourlay has served as Executive Vice President, ~~Worldwide Support~~International Sales since ~~October 2017.~~July 2021. Prior to this, Mr. McGourlay was the Company's Executive Vice President, Customer Operations from October 2017 to July 2021, Senior Vice President of Global Technical Services from May 2015 to October 2017 and Senior Vice President of Worldwide Customer Service from February 2012 to May 2015. Mr. McGourlay joined OpenText in 1997 and held progressive positions in information technology, technical support, product support and special projects, including, Director, Customer Service and Vice President, Customer Service.

~~Patricia Nagle~~Renee McKenzie

Ms. ~~Nagle has served as~~McKenzie was appointed Senior Vice President, Chief ~~Marketing~~Information Officer for OpenText in April 2021. Ms. McKenzie joined the Company in 2004 and has held a number of positions within the Company, including Vice President, Enterprise Business Systems from 2015 to 2021. Ms. McKenzie holds a Master's Degree in Business Administration and a Bachelor's Degree in Biology & Psychology from Dalhousie University in Halifax, Nova Scotia, Canada.

Douglas M. Parker

Mr. Parker has served as the Company’s Senior Vice President, Corporate Development since ~~February~~October 2019. From January 2018 to October 2019, Mr. Parker served as President & Chief Executive Officer of Quarterhill Inc., focused on the acquisition, management and ~~is responsible for all marketing and demand generation initiatives, including field marketing, programs, events, product marketing, industry marketing, demonstrations, partners and alliances~~growth of companies in dedicated technology areas. Mr. Parker previously served as ~~well as inside sales.~~Senior Vice

President, Corporate Development of OpenText from 2015 to 2017. Prior to this role, ~~Ms. Nagle~~Mr. Parker held ~~various positions within~~ the ~~Company since joining OpenText in 2007, including~~position of Vice President, General Counsel & Assistant Secretary from 2009 to 2015, where he was responsible for a variety of ~~Global Partners~~corporate legal, litigation management, and ~~Strategic Alliances, from January 2007~~governance activities. Mr. Parker also served as Executive Sponsor to ~~February 2018.~~OpenText Brazil operations in 2014. Prior to joining OpenText, ~~Ms. Nagle was SVP~~Mr. Parker worked for Nortel Networks Corporation in a variety of ~~World Wide Sales, Services and Marketing at Percussion Software,~~senior legal roles, including Managing Attorney, where ~~she~~he was responsible for ~~direct and indirect sales and all customer facing, external media communications, client satisfaction and demand generation activities globally. Ms. Nagle~~the company’s global M&A legal function from 2006 to 2009. Mr. Parker holds ~~a BA in~~an Executive Masters of Business

Administration ~~a BA in Economics and a concentration in Marketing~~ from the Richard Ivey School of Business, the University of ~~New Hampshire as well as an MBA in Business Administration & Management~~Western Ontario, a Bachelor of Laws degree from ~~Harvard University.~~Queen’s University, and a Bachelor of Arts (Honors) degree from Trinity College, the University of Toronto.

~~Leslie Sarauer~~Howard Rosen

~~Ms. Sarauer~~Mr. Rosen joined OpenText as Senior Vice President ofand Chief Accounting Officer in April 2020. Prior to joining OpenText, Mr. Rosen served as Vice President, Global Controller and Principal Accounting Officer at Wesco Aircraft from September 2018 to March 2020. Mr. Rosen also served as Vice President and Corporate Controller at Safe-Guard Products International from June 2017 to September 2018, as Senior Vice President and Chief Accounting Officer at RioCan from 2011 to 2016, as Chief Accounting Officer, Global Controller at Husky Injection Moldings System from 2010 to 2011 and as Senior Vice President and Chief Accounting Officer at MDS Inc. from 2007 to 2010. Mr. Rosen is a CPA and holds a BSBA, Accounting from Georgetown University.

Brian Sweeney

Mr. Sweeney joined OpenText as Chief Human Resources Officer in ~~April 2016. She brings with her~~October 2018. He has over 25 years of ~~diverse~~ experience as a Human Resource (HR) leader in ~~both the corporate~~high growth, global technology businesses, and professional services ~~settings.~~consulting. He has led organizational growth and transformation initiatives, including international expansion, M&A, global talent management, compensation and benefits, employee engagement, communication and cultural transformation. Prior to joining OpenText, ~~Ms. Sarauer held~~Mr. Sweeney worked at Amgen Inc. from 2003 to 2018, where he served in various ~~senior~~HR leadership roles, including Global VP of HR, Head of HR for Global R&D, and VP of International Human Resources. Prior to this, Mr. Sweeney worked at ~~Agrium Inc., including Senior~~Dell, where he served as Director ~~Corporate~~of Worldwide Compensation and Benefits from 1993 to 1997 and HR ~~& Organizational Development~~Director from July 2012 to August 2014; Senior Director, Wholesales Human Resources from September 2006 to June 2012; and Senior Director, Total Compensation from January 2003 to August 2006. Ms. Sarauer also held various roles at Mercer Human Resources Consulting, including Principle Consultant, Executive Compensation from April 1997 to ~~August 2002. Ms. Sarauer~~2001. From 1989 to 1992, Mr. Sweeney was a Human Resource consultant at AON Hewitt Associates, working across multiple client industry sectors in the practice areas of employee benefits and executive compensation. Earlier in his professional career, Mr. Sweeney worked in corporate sales and sales management for Steelcase, Inc. Mr. Sweeney holds ~~a Bachelor of Arts in Economics and a Bachelor of Laws~~an MBA from ~~Queen’s University. She also attended the Advanced HR Executive Program at the Ross School of Business of~~ the University of ~~Michigan.~~Michigan and a Bachelor's degree in Sociology from Vanderbilt University.

P. Thomas Jenkins

Mr. Jenkins is Chair of the Board of OpenText. From 1994 to 2005, Mr. Jenkins was President, then Chief Executive Officer and then from 2005 to 2013, Chief Strategy Officer of OpenText. Mr. Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998. In addition to his OpenText responsibilities, Mr. Jenkins is Chair of the World Wide Web Foundation, a Commissioner of the Tri-Lateral Commission. Mr. Jenkins has also served as a board member of Manulife Financial Corporation, Thomson Reuters Inc. and TransAlta Corporation. He was also past Chair of the Ontario Global 100 (OG100) and past Canadian Co-Chair of the Atlantik Bruecke. He was the tenth Chancellor of the University of Waterloo and Chair of the Ontario Global 100 (OG100). Currently, Mr. Jenkins is a board member of Manulife Financial Corporation. In the past five years, Mr. Jenkins also served as a board member of Thomson Reuters Inc. and TransAlta Corporation. He iswas the Chair of the National Research Council of Canada (NRC) ~~and Canadian Chair of the Atlantik Bruecke.~~. Mr. Jenkins received an M.B.A. from Schulich School of Business at York University, an M.A.Sc. from the University of Toronto and a B.Eng. & Mgt. from McMaster University. Mr. Jenkins received honorary doctorates from six universities. He is a member of the Waterloo Region Entrepreneur Hall of Fame, a Companion of the Canadian Business Hall of Fame and recipient of the Ontario Entrepreneur of the Year award, the McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School of Business Outstanding Executive Leadership award. He is a Fellow of the Canadian Academy of Engineering (FCAE). Mr. Jenkins was awarded the Canadian Forces Decoration (CD) and the Queen's Diamond Jubilee Medal (QJDM). Mr. Jenkins is an Officer of the Order of Canada (OC).

Randy Fowlie

Mr. Fowlie has served as a director of OpenText since March 1998. From ~~March 2011~~December 2010 to April 2017, Mr. Fowlie was the President and CEO of RDM Corporation, a leading provider of specialized hardware and software solutions in the electronic payment industry. Mr. Fowlie operated a consulting practice from July 2006 to December 2010. From January 2005 until July 2006, Mr. Fowlie held the position of Vice President and General Manager, Digital Media, of Harris Corporation, formerly Leitch Technology Corporation (Leitch), a company that was engaged in the ~~design, development, and distribution~~manufacturing of audio and video infrastructure toproducts for the professional broadcast and video industry. ~~Leitch was acquired in August 2005 by Harris Corporation.~~ From June 1999 to January 2005, Mr. Fowlie held the position of Chief Operating Officer and Chief Financial Officer of Inscriber Technology Corporation (Inscriber), a ~~computer~~ software company providing products to the broadcast and ~~from~~video industry. From February 1998 to June 1999, Mr. Fowlie was the Chief Financial

Officer of Inscriber. Inscriber was acquired by Leitch in January 2005. Prior to working at Inscriber Mr. Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998. Mr. Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant. ~~Currently,~~ Mr. Fowlie is also a director of Dye & Durham Limited (TSX: DND) a leading provider of cloud–based software and technology solutions for legal and business professionals, as well as InvestorCom Inc. and Sapphire Digital Health Solutions Inc., both privately held companies. In the last five years, Mr. Fowlie also served as a director of RDM Corporation.

Major General David Fraser

Major-General (Ret.) David Fraser has served as a director of OpenText since September 2018. Mr. Fraser is the President of Aegis Six Corporation of Toronto. Mr. Fraser was commissioned as an Infantry Officer following graduation from Carleton University with a Bachelor of Arts in 1980. He served in various command and staff positions in the Princess Patricia’s Canadian Light Infantry from platoon to Division throughout his 30 year career. Most notable, he commanded the NATO coalition in southern Afghanistan in 2006. He is a graduate of the Canadian Forces Command and Staff College in Toronto, holds a Master’s of Management and Policy and is a graduate of the United States Capstone Program (Executive School for generals). His honors and awards including the Commander of Military Merit, the Canadian Meritorious Service Cross, the Meritorious Service Medal, the United States Legion of Honor and Bronze Star (for service in Afghanistan), and leadership recognition awards from the Netherlands, Poland, and NATO. He is the recipient of the Vimy award for contributions to leadership and international affairs and the Atlantic Council Award for international leadership. Upon his departure from the military, Mr. Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods. Mr. Fraser joined INKAS® Armored Vehicle Manufacturing as their Chief Operating Officer in 2015 until 2017. In 2016, he founded Aegis Six Corporation, which aims at addressing the needs of capacity building abroad and for the private sector within Canada. Mr. Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program, serves as a director of Route1, Inc, Antoxa Corp. and the Canadian Forces College Foundation and is a member of The Prince’s Charities Advisory Council. In the last five years, Mr. Fraser was also a member of the Conference of Defence Association board. Mr. Fraser is also a mentor at the Ivey Business School and is the co-author of Operation Medusa, The Furious Battle that Saved Afghanistan from the Taliban.

Gail E. Hamilton

Ms. Hamilton has served as a director of OpenText since December 2006. For the five years prior thereto, Ms. Hamilton led a team of over 2,000 employees worldwide as Executive Vice President at Symantec Corp (Symantec), an infrastructure software company, and most recently had “P&L” responsibility for their global services and support business. ~~During her five years at Symantec,~~While leading Symantec's $2B enterprise and consumer business, Ms. Hamilton helped steer the company through an aggressive acquisition strategy. In 2003, Information Security magazine recognized Ms. Hamilton as one of the “20 Women Luminaries” shaping the security industry. Ms. Hamilton has over 20 years of experience growing leading technology and services businesses in the enterprise market. She has extensive management experience at Compaq and Hewlett Packard, as well as Microtec Research. Ms. Hamilton received both a BSEE from the University of Colorado and an MSEE from Stanford University. Currently, Ms. Hamilton is also a director of ~~the following public companies: Westmoreland Coal Company and~~ Arrow ~~Electronics, Inc.~~Electronics. In the past five years Ms. Hamilton also served as a director of ~~Ixia.~~Ixia and Westmoreland Coal Company. She was recently named as one of WomenInc.'s 2018 Most Influential Corporate Board Directors.

~~Brian J. Jackman~~Robert Hau

Mr. ~~Jackman~~Hau has served as a director of OpenText since ~~December 2002. Mr. Jackman~~September 2020. He is the ~~President~~Chief Financial Officer and Treasurer at Fiserv, Inc., and provides oversight for all financial functions of the ~~Jackman Group Inc., a private consulting firm~~company. Mr. Hau has nearly 30 years of experience in business and financial leadership roles. Prior to joining Fiserv, he ~~founded in 2005. From 1982 until his retirement in September 2001, Mr. Jackman held various positions with Tellabs Inc., a U.S. based manufacturer of telecommunications equipment, most recently as~~was Executive Vice President and Chief Financial Officer of TE Connectivity Ltd. from 2012 to 2016, where he was responsible for developing and implementing financial strategy, as well as creating the ~~company,~~financial infrastructure necessary to drive the company’s financial direction, vision and ~~President, Global Systems and Technologies division, and~~compliance initiatives. Previously, Mr. Hau served as ~~a member of the board of directors of the company. Prior to joining Tellabs~~Chief Financial Officer for Lennox International Inc., Mr. ~~Jackman worked for IBM Corporation from 1965 to 1982,~~Hau also spent 22 years at Honeywell International Inc. in a variety of ~~systems, sales~~progressive financial and ~~marketing positions.~~operations leadership roles, including serving as Chief Financial Officer of its Aerospace Business Group, Specialty Materials Business Group and Aerospace Electronic Systems Unit. Mr. ~~Jackman also serves~~Hau holds a Master’s degree in business administration from the USC Marshall School of Business and a Bachelor’s degree in business administration from Marquette University.

Ann M. Powell

Ms. Powell has served as a director of ~~PC-TEL, Incorporated. Mr. Jackman received~~OpenText since June 2021. She is the EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS) whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. With a ~~B.A~~focus on business performance, Ms. Powell leads efforts to drive the corporation’s global

people strategy, empowering the company’s current and future workforce and building a healthy culture focused on serving patients and communities. Ms. Powell works across the enterprise to support BMS’s commitment to creating an energizing work experience and a culture that is powerfully diverse and globally inclusive. Ms. Powell’s industry experience and expertise lie in executive compensation, global leadership development, change management, global diversity and inclusion, training design and delivery, recruitment and placement, labor relations, mergers and acquisitions, divestitures and green field start-ups. With a career spanning both international and domestic assignments, Ms. Powell has held leadership roles of increasing responsibility within the gas, chemical and pharmaceutical industries, including Dow Chemical and Wyeth Pharmaceuticals. Prior to joining BMS in 2013, Ms. Powell was the Chief Human Resources Officer for Shire Pharmaceuticals. Ms. Powell holds a B.S. degree from ~~Gannon~~Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and ~~an M.B.A from The Pennsylvania State University.~~is certified as a Senior Professional in Human Resources (SPHR®).

Stephen J. Sadler

Mr. Sadler has served as a director of OpenText since September 1997. From April 2000 to present, Mr. Sadler has served as the Chairman and CEO of Enghouse Systems Limited, a publicly traded software ~~engineering~~ company that ~~develops geographic information systems as well as~~provides enterprise software solutions focusing on remote work, contact ~~center systems.~~centers, visual computing and communications for next generation software defined networks. Mr. Sadler was previously Chief Financial Officer, President and Chief Executive Officer of GEAC Computer Corporation Ltd. (GEAC). Prior to Mr. Sadler's involvement with GEAC, he held executive positions with Phillips Electronics Limited and Loblaws Companies Limited, and was Chairman of Helix Investments (Canada) Inc. Currently, Mr. Sadler is a director of Enghouse Systems Limited. Mr. Sadler has a Business and Security Valuation certificate from Canadian Association of Business Valuators, holds a B.A. Sc. (Honours) in Industrial Engineering and an M.B.A. (Dean's List) ~~and he~~from York University. He is also a Chartered Professional Accountant.

Harmit Singh

Mr. Singh has served as a director of OpenText since September 2018. He is the Executive Vice President and Chief Financial Officer of Levi Strauss & Co., where he is responsible for managing the company’s finance, information technology, strategic sourcing and global business services functions globally. This includes: financial planning and analysis; strategic planning and corporate development; accounting and controls; tax; enterprise risk management; treasury; internal audit; and investor relations. Mr. Singh is a seasoned financial executive with almost 30 years of experience in driving growth for global consumer brands. Prior to joining Levi Strauss & Co. in January 2013, Mr. Singh has served as Chief Financial Officer of Hyatt Hotels Corporation, where he played an instrumental role in successfully establishing a global financial structure, taking the company public, building a strong balance sheet, and driving growth by supporting capital deployment for acquisition and investments. Before Hyatt Hotels Corporation, Mr. Singh held various global leadership roles at Yum! Brands Inc., one of the world’s largest restaurant companies, (including acting as Chief Financial Officer of Pizza Hut and Chief Financial Officer of Yum International). Early in his career, Mr. Singh also worked at American Express India and PriceWaterhouse in India. Mr. Singh holds a Bachelor of Commerce from Shri Ram College of Commerce, Delhi University, and is a Chartered Accountant from India. He is also a member of the CNBC Global CFO Council and Wall Street Journal CFO Network. In October 2016, Mr. Singh was named to the board of directors of Buffalo Wild Wings Inc., the owner, operator and franchisor of Buffalo Wings® restaurants, where he served as a director and Chair of the Audit Committee until February 2018.

Michael Slaunwhite

Mr. Slaunwhite has served as a director of OpenText since March 1998. Mr. Slaunwhite ~~has~~ also ~~been Director and Chairman~~previously served on the board of Vector Talent Holdings, L.P., the parent holding company of Saba Software ~~since 2017.~~from 2017 to December 2020. Previously, Mr. Slaunwhite also served as Chairman of the Board of Saba Software. Prior to his appointment at Vector Talent Holdings, Mr. Slaunwhite served as CEO and Chairman of Halogen Software Inc. from 2000 to August 2006, as President and Chairman from 1995 to 2000, and as a Director and Chairman from 1995 up to its acquisition by Vector Talent Holdings in 2017. From 1994 to 1995, Mr. Slaunwhite was an independent consultant to a number of companies, assisting them with strategic and financing plans. Mr. Slaunwhite was the Chief Financial Officer of Corel Corporation from 1988 to 1993. Mr. Slaunwhite holds a B.A. Commerce (Honours) from Carleton ~~University.~~University.

Katharine B. Stevenson

Ms. Stevenson has served as a director of OpenText since December of 2008. She ~~is a~~has extensive corporate ~~director who has~~governance experience, having served on ~~a variety of~~numerous public company and ~~Not-for-Profit~~not-for-profit boards in Canada and the ~~United States.~~US over the past two decades, where she has consistently assumed leadership roles. Ms. Stevenson is ~~director~~the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC) ~~where she chairs its Corporate Governance Committee.~~. Ms. Stevenson is also a director of ~~CAE~~CIBC Bancorp USA Inc. and ~~Capital Power Corporation.~~ CIBC ~~CAE Inc.,~~USA, and serves on the board of Capital Power Corporation ~~are all publicly listed companies.~~(Audit Committee Chair). In the last five years, Ms. Stevenson also served as a director of CAE Inc. She also serves on the St. Michael's Hospital Foundation ~~Board.~~Board and its Executive Committee. She was ~~formerly~~previously a ~~senior finance~~

financial executive ~~of Nortel Networks Corporation from 1995 to 2007, serving as global treasurer. Previously, she held a variety of positions~~ in ~~investment~~the telecommunications and ~~corporate~~ banking ~~at JP Morgan Chase & Co.~~sectors. Ms. Stevenson holds a B.A. (Magna Cum Laude) from Harvard University. She is certified with the professional designation ICD.D. granted by the Institute of Corporate Directors (ICD). ~~Previously,~~ Ms. Stevenson ~~also served as a director of Valeant Pharmaceuticals International Inc. and OSI Pharmaceuticals Inc.~~

~~Carl Jürgen Tinggren~~

Mr. Tinggren has served as a director of OpenText since February 2017. Mr. Tinggren is the former Chief Executive Officer of Schindler Group, a European based global industrial corporation, and has over 30 years of international business experience. Previous to Schindler Group, Mr. Tinggren gained extensive management experience at Sika AG, a public specialty chemicals company, based out of Switzerland, Sweden and North America, as well as at Booz Allen & Hamilton. Mr. Tinggren is currently a non-executive memberwas named one of the board of directors of Johnson Controls International, where he also serves as lead director and as chair of the audit committee. He is also a director at the Conference Board. Previously, Mr. Tinggren also served as a director of Schindler Group and Sika AG. Mr. Tinggren received an M.B.A. from Stockholm School of Economics and New York University Business School.2018 Top 100 Most Powerful Women.

Deborah Weinstein

Ms. Weinstein has served as a director of OpenText since December 2009. Ms. Weinstein is a co-founder and partner of LaBarge Weinstein LLP, a business law firm based in Ottawa, Ontario, since 1997. Ms. Weinstein's legal practice specializes in corporate finance, securities law, mergers and acquisitions and business law representation of public and private companies, primarily in knowledge-based growth industries. Prior to founding LaBarge Weinstein LLP, Ms. Weinstein was a partner of the law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987. Ms. Weinstein also serves ~~as a director of Dynex Power Inc., a manufacturer of power semiconductors, and~~ on a number of ~~not-~~

~~for-profit~~not-for-profit boards. Ms. Weinstein has been recognized by Martindale-Hubbell (U.S.) with the highest possible rating in both Legal Ability and Ethical Standards. As well LaBarge Weinstein has been recognized by Canadian Lawyer as one of the Top 10 Corporate Boutiques. Ms. Weinstein holds an LL.B. from Osgoode Hall Law School of York University. ~~In the last five years, Ms. Weinstein also served as a director of LW Capital Pool Inc. and Standard Innovation Corporation, a private company.~~

Involvement in Certain Legal Proceedings

Ms. Stevenson served as the Treasurer of Nortel Networks Corporation (Nortel) from 2000 to August 2007. Mr. Davies served as the Chief Legal Officer and Corporate Secretary of Nortel during 2007 and from January to September 2009. In January 2009, Nortel filed petitions under applicable bankruptcy and insolvency laws of the United States, Canada and the United Kingdom.

Ms. Stevenson served as a director of Valeant Pharmaceuticals International, Inc. (Valeant) from 2010 to March 2016. During her tenure, Valeant was, and continues to be, the subject of certain putative securities class action claims in Canada and the United States. These claims allege, among other things, misrepresentations by Valeant in certain of its public disclosure documents.

Mr. Fowlie was a director of Meikle Group Inc. (Meikle Group), a private company, from June 2009 to April 2010. Subsequent to Mr. Fowlie's resignation, as part of a restructuring, creditors appointed a receiver to sell the business assets and transfer employees of Meikle Group, as a going concern, to a newly financed company.

Mr. Sadler was a director of Frontline Technologies Inc. (formerly Belzberg Technologies Inc.) from October 1997 to April 2012. Subsequent to Mr. Sadler's resignation, Frontline Technologies Inc. filed an assignment into bankruptcy under applicable bankruptcy and insolvency laws of Canada.

Audit Committee

The Audit Committee currently consists of four directors, Mr. Fowlie (Chair), Mr. ~~Tinggren,~~Hau, Mr. Singh and ~~Mses. Hamilton and~~Ms. Stevenson, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded.

The responsibilities, mandate and operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available on the Company's website, investors.opentext.com under the Corporate Governance section.

The Board of Directors has determined that Mr. Fowlie qualifies as an “audit committee financial expert” as such term is defined in SEC Regulation S-K, Item 407(d)(5)(ii).

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics (the Ethics Code) that applies to all of our directors, officers and employees. The Ethics Code incorporates our guidelines designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and compliance with all applicable laws and regulations. The Ethics Code also incorporates our expectations of our employees that enable us to provide full, fair, accurate, timely and understandable disclosure in our filings with the SEC and other public communications.

The full text of the Ethics Code is published on our web site at investors.opentext.com under the Corporate Governance section.

If we make any substantive amendments to the Ethics Code or grant any waiver, including any implicit waiver, from a provision of the Ethics Code to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on our website at investors.opentext.com or on a Current Report on Form 8-K.

Board Diversity and Term Limits

The Company, including the Corporate Governance and Nominating Committee, views diversity in a broad context and considers a variety of factors when assessing nominees for the Board. The Company has established a Board Diversity Policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important. ~~The~~

In reference to the new disclosure requirements under the CBCA, the Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (the “Designated Groups”) for election as directors. As discussed above, the Board Diversity Policy of the Company includes consideration of broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company. As of the date of this Annual Report on Form 10-K, for

each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of ~~women~~members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and ~~character,~~the Company’s objective and challenges at the time in determining the best nominee at ~~the time and consider the Company’s objectives and challenges at~~ such time. ~~There~~As of the date of this Annual Report on Form 10-K, there are currently ~~three~~four women on the Board which represents approximately ~~30%~~33% of the current Board and of the director nominees, and ~~38%~~40% of the current independent Board members. One director self-identified to the Company as a person with disabilities.

The Company has not set term limits for independent directors because it values the cumulative experience and comprehensive knowledge of the Company that long serving directors possess. The Company does not have a director

retirement ~~policy, however~~policy. However the Corporate Governance and Nominating Committee considers the results of its director assessment process in determining the nominees to be put forward. In conducting director evaluations and nominations, the Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board. This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved.

Diversity in Executive Officer Positions

The Company is committed to a diverse and inclusive workplace, including advancing women to executive officer positions. The Company has not adopted specific objectives or targets regarding ~~women~~Designated Groups at the executive officer ~~level;~~level, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objectives and challenges at the time in determining the best appointment at such time; however, the Company has adopted a formal written Global ~~Diversity~~Employment Equity and ~~Inclusion~~Diversity Policy which expresses its commitment to fostering a diverse and inclusive workplace for all ~~employees.~~employees, regardless of culture, national origin, race, color, gender, gender identification, sexual orientation, family status, age, veteran status, disability, or religion, or other basis. The Company currently has ~~four~~one woman as a Named Executive Officer (20%) and three women ~~(33%) on~~as executive officers part of the executive leadership team (ELT) (23%), while approximately ~~23%~~25% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women. In addition, two members of the ELT and SLT have self-identified to the Company as a visible minority. A principal objective of our Global ~~Diversity~~Employment Equity and ~~Inclusion~~Diversity Policy is to support and monitor the identification, development and retention of diverse employees, including gender diversity at executive and leadership positions. We will continue to develop a sustainable culture of equity, diversity and inclusion that provides all employees an opportunity to ~~excel.~~excel, and strive to present diverse slates of candidates for all our roles and mandate it for our senior leader positions.

Item 11. Executive Compensation

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A). Based on this review and discussion, our Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal ~~2018.~~2021.

This report is provided by the following independent directors, who comprise our Compensation Committee:

Michael Slaunwhite (Chair), ~~Brian J. Jackman,~~Gail E. Hamilton, Deborah Weinstein.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), this “Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of the following individuals for the fiscal year which ended on June 30, ~~2018~~2021 (Fiscal ~~2018)~~2021), should be read together with the compensation tables and related disclosures set forth below: (i) our principal executive officer, (ii) our principal financial officer, and (iii) our three most highly compensated executive officers, other than our principal executive officer and principal financial officer ~~and (iv) one additional individual who previously served as our principal financial officer during part of Fiscal 2018~~ (collectively, the Named Executive Officers). This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and projections regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the various planned programs summarized in this discussion.

Payments in Canadian dollars ~~and British pounds sterling~~ included herein, unless otherwise specified, are converted to U.S. dollars using an average annual exchange rate of ~~0.786589 and 1.342283, respectively.~~0.773416.

Overview of Compensation Program

~~The~~Determining the compensation of our Named Executive Officers is the responsibility of the Compensation Committee of OpenText's board of directors (the Compensation Committee or the Committee), either alone or in certain circumstances, in consultation with the Board. The Compensation Committee ensures compensation decisions are in line with our goal to provide total compensation to our Named Executive Officers that (i) is fair, reasonable and consistent with our compensation philosophy to achieve our short-term and long-term business goals, and (ii) provides market competitive compensation. The Named Executive Officers who are the subject of this CD&A are:

•Mark J. Barrenechea - Vice Chair, Chief Executive Officer and Chief Technology Officer (CEO)

•Madhu Ranganathan - Executive Vice President and Chief Financial Officer (CFO)

~~John M. Doolittle - Former Executive Vice President and Chief Financial Officer (Former CFO)~~

•Simon Harrison - Executive Vice President, ~~Worldwide~~Enterprise Sales

•Muhi Majzoub - Executive Vice President, ~~Engineering~~Chief Product Officer

•Gordon A. Davies - Executive Vice President, Chief Legal Officer and Corporate Development

During Fiscal 2018, Mr. Doolittle served as our Executive Vice President and Chief Financial Officer until his departure from such office, effective April 2, 2018. Mr. Doolittle will remain with the Company until September 2018 for transition purposes.

Compensation Oversight Process

Role of Compensation Committee

The Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans. The Compensation Committee approves the compensation of our executive officers, with the exception of our CEO.In making compensation decisions relating to, among other things, performance targets, base salary, bonuses, executive benefits, short-term incentives and long-term incentives, the Compensation Committee considers the input of the CEO. With respect to the compensation of our CEO, the Compensation Committee makes recommendations to the Board (excluding the CEO) for approval. The Compensation Committee reviews and approves all equity awards related to executive compensation prior to final approval and granting by the Board.

The Board, the Compensation Committee, and our management have instituted a set of detailed policies and procedures to evaluate the performance of each of our Named Executive Officers which help determine the amount of the short-term incentives and long-term incentives to award to each Named Executive Officer.

The Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax, accounting treatments and applicable regulatory requirements when approving compensation programs.

During Fiscal ~~2018,~~2021, the Committee’s work included the following:

•Executive Compensation Review- The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context. This benchmarking may include a review of base salary, ~~total cash compensation~~short-term incentives and ~~total direct compensation.~~

long-term incentives.

•Long-Term Incentive Plan - The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled “Long Term Incentives”).

~~In reaching its decisions,~~•COVID-19 Compensation Review - As previously disclosed, in order to mitigate the operational impacts of COVID-19, our Compensation Committee and Board approved certain compensation adjustments, relating to our Named Executive Officers and directors, effective for the period May 15, 2020 through June 30, 2021, subject to review and modification as the situation warranted. After careful consideration and review of performance during the COVID-19 pandemic, which was above the level expected at the start of the fiscal year, the Compensation Committee and Board approved the restoration of all previously announced compensation adjustments for all Named Executive Officers and directors, including the CEO, which became effective December 1, 2020. Cash compensation forbearance remained in place from July 1, 2020 through November 30, 2020, as detailed in the table under "Competitive Compensation" below. Please also see "Outlook for Fiscal 2022" in Part II, Item 7, elsewhere in this annual report on Form 10-K.

Although the Compensation Committee has responsibility for decisions on executive compensation, it may consider input from management, analysis provided from the compensation consultant, as well as other factors that the Committee considers appropriate. ~~Decisions made by the Compensation Committee are the responsibility of the Committee~~ Please also see "Other Long-Term Equity Grants" and ~~may reflect factors and considerations other than the information and/or recommendations provided by management and the compensation consultants.~~ "Long-Term Equity Grants to CEO" below.

Compensation Consultant

NASDAQ standards require compensation committees to have certain responsibilities and authority regarding the retention, oversight and funding of committees' advisors and perform an evaluation of each advisor's independence, taking into consideration all factors relevant to that person's independence from management. NASDAQ standards also require that such rights and responsibilities be enumerated in the compensation committee's charter. While, as a foreign private issuer under the U.S. federal securities laws, we are exempt from these rules, nonetheless, our Compensation Committee has the sole authority to retain and terminate outside consultants. From time to time, the Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues. The compensation consultant may provide the Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Compensation Committee with respect to determining the appropriate benchmarks for each Named Executive Officer's compensation.

In Fiscal ~~2018,~~2021, the Compensation Committee retained Hugessen Consulting Inc. (Hugessen), an independent consulting firm specializing in executive compensation consulting. ~~Hugessen did not attend any Compensation Committee meetings; however,~~During Fiscal 2021 representatives of Hugessen were ~~made available~~consulted from time to time ~~to consult with~~by members of the Compensation

Committee. Hugessen reviewed relevant information and industry benchmarks and independently advised members of the Compensation Committee on matters relating to CEO and executive officer compensation. Hugessen did not provide any other services to the Company during Fiscal ~~2018,~~2021, outside of its capacity as compensation consultants.

In Fiscal 2021, Compensation Committee also had various discussions with Frederic W. Cook & Co., Inc. (FW Cook), an independent consulting firm specializing in executive compensation consulting. During Fiscal 2021, the Chairman and members of the Compensation Committee held discussions from time to time with representatives of FW Cook in connection with compensation market practices in light of COVID-19, and potential impacts on Company's financial performance. FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation, including compensation market practices adopted in light of COVID-19.

The Compensation Committee met four times during Fiscal ~~2018.~~2021. Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting. The agenda is reviewed and approved by the Chairman of the Compensation Committee. The meeting materials are generally posted and made available to the other Committee members and invitees, if any, for review approximately one week in advance of each meeting.

Compensation Philosophy and Objectives

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drives business success in alignment with long-term shareholder value creation.

~~Our compensation philosophy is based on three fundamental principles:~~

~~Strong link to business strategy~~ ~~- Our short and long-term goals are reflected in our overall compensation program.~~87

~~Pay for performance~~ - We aim to reward sustained company performance and individual achievements by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.

~~Market relevant~~ - Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber. We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.


Our compensation philosophy is based on three fundamental principles:		The objectives of our compensation program are to:
l	Strong link to business strategy - Our short and long-term goals are reflected in our overall compensation program.	l	Attract and retain highly qualified executive officers who have a history of proven success.
l	Pay for performance - We aim to reward sustained company performance by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.	l	Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy by evaluatingexecutive performance on the basis of key financial metrics which we believe closely correlate to long-term shareholder value.
		l	Motivate and reward our high caliber executive team through competitive pay practices and an appropriate mix of short and long-term incentives.
l	Market relevant - Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber. We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.	l	Tie compensation awards directly to key financial metrics with evaluations based on achieving and overachieving predetermined objectives.

Our reward package is based primarily on results achieved by the Company as a whole. The Compensation Committee has the flexibility to exercise discretion to ensure total compensation appropriately reflects performance. The Compensation Committee rarely exercises said discretion.

~~Compensation Objectives~~

~~The objectives of our compensation program are to:~~

~~Attract and retain highly qualified executive officers who have a history of proven success;~~

~~Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;~~

~~Motivate and reward our high caliber executive team through competitive pay practices and an appropriate mix of short and long-term incentives;~~

~~Evaluate executive performance on the basis of key financial metrics which we believe closely correlate to long-term shareholder value; and~~

~~Tie compensation awards directly to key financial metrics with evaluations based on achieving and overachieving predetermined objectives.~~

Competitive Compensation

Aggregate compensation for each Named Executive Officer is designed to be market competitive. The Compensation Committee researches and refers to the compensation practices of similarly situated companies in determining our compensation policy. Although the Compensation Committee reviews each element of compensation for market competitiveness, and may weigh a particular element more heavily than another based on our Named Executive Officer's role within the Company, the focus remains on being competitive in the market with respect to total compensation.

The Compensation Committee periodically reviews data related to compensation levels and programs of a peer group of comparable organizations. Our last peer group analysis was prepared for management by Radford, an AON Hewitt Company (Radford), in ~~November 2016~~February 2019 using the criteria described in the table below, and was presented to and approved by the Compensation Committee at that time. Our peer group consists of 17 companies that include 16 US-based companies and one Israel-based company. ~~No additional comparable~~In Fiscal 2021, no new companies were added to our peer group ~~in Fiscal 2018.~~

and two were removed.



General Description	Criteria Considered	Peer Group List
Global software and service providers that are similar in size, business complexity, and scope of operations to us.	Key metrics considered include revenue, market capitalization, number of employees, and net income. Generally, organizations within our peer group are in a similar software/technology industry with similar revenues, market size and number of employees.	Akamai Technologies, Inc. Amdocs Ltd. Autodesk, Inc. Avaya Inc. Broadridge Financial Solutions, Inc. ~~Brocade Communications Systems, Inc.~~ ~~CA Technologies~~ Cadence Design Systems, Inc. CDK Global LLC Check Point Software Technologies Ltd. Citrix Systems, Inc. ~~Global Payments~~ NetApp, Inc. Nuance Communications, Inc. Pitney Bowes Inc. ~~Red Hat,~~ Palo Alto Networks, Inc. Sabre Corporation ~~Symantec Corporation~~ SS&C Technologies, Inc. Synopsys, Inc. Teradata Corporation ~~The Dun & Bradstreet Corporation~~

The following graph compares for each of the five fiscal years ended June 30, 2021, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the average cumulative total return of the NASDAQ Composite Index, the S&P/TSX Composite Index (the Indices) and our peer group listed above. The graph illustrates the

cumulative return on a $100 investment in our Common Shares made on June 30, 2016, as compared with the cumulative return on a $100 investment in the respective Indices and the average cumulative return on a $100 investment in our peer group made on the same day. Dividends declared on securities comprising the respective Indices and our peer group and declared on our Common Shares are assumed to be reinvested. The performance of our Common Shares as set out in the graph is based upon historical data and is not indicative of, nor intended to forecast, future performance of our Common Shares. The graph lines merely connect measurement dates and do not reflect fluctuations between those dates. Please also see “Stock Performance Graph and Cumulative Total Return” included elsewhere in this Annual Report on Form 10-K for more details.

Taking into account the peer group analysis established in February 2019 as well as market benchmarking ~~review~~ performed in ~~Fiscal 2017,~~April 2020, further efforts were made to align our Named Executive Officers' compensation packages more closely with our stated compensation objectives. Accordingly, Messrs. ~~Doolittle,~~Harrison, Majzoub, Davies ~~Majzoub~~ and ~~Harrison~~Ms. Ranganathan received an adjustment to their respective ~~total~~long-term incentive compensation during Fiscal 2021.

Effective May 15, 2020, as a result of the COVID-19 compensation adjustments discussed above, all of our Named Executive Officers', with the exception of Mr. Barrenechea, accepted a 15% base salary reduction and a 15% reduction in target annual variable cash compensation. Mr. Barrenechea accepted a 15% base salary reduction and complete forbearance of any annual variable cash compensation, ~~effective~~totaling an approximate 60% reduction in targeted cash compensation. These reductions were to remain in effect through June 30, 2021, subject to review and modification as the situation warranted. After careful consideration and review of performance during the COVID-19 pandemic, which was above the level expected at the ~~commencement of Fiscal 2018. The results~~start of the ~~benchmarking review, in consultation with~~fiscal year, the Compensation Committee ~~were also taken into consideration when offering employment~~and Board approved the restoration of all previously announced compensation adjustments for all Named Executive Officers and directors, including the CEO, which became effective December 1, 2020. Cash compensation forbearance remained in place from July 1, 2020 through November 30, 2020, as detailed in a table below.

The table below illustrates the total amount of cash compensation forbearance that was incurred by each Named Executive Officer during Fiscal 2021.


Named Executive Officer	Forbearance of Fixed Pay		Forbearance of Short-Term Incentive		Total Cash Reduction
Mark J. Barrenechea	$	59,375	$	1,186,850	$	1,246,225
Madhu Ranganathan	$	31,250	$	62,466	$	93,716
Simon Harrison	$	28,125	$	55,761	$	83,886
Muhi Majzoub	$	26,563	$	53,096	$	79,659
Gordon A. Davies	$	24,894	$	49,761	$	74,655

CEO Compensation

Mr. Barrenechea’s leadership of the company as CEO, including through the challenges of a global pandemic, have continued to ~~Ms. Ranganathan, who joined~~strengthen the market position of Open Text and deliver shareholder value. The Compensation Committee and the Board of Directors are committed to providing the CEO with a competitive compensation package which rewards outstanding performance, provides incentives for continued long term sustainable growth, and accomplishes the Board’s retention objectives.

To achieve these goals, and in recognition of the CEO's demonstrated operational leadership of the Company and exceptional navigation through the global pandemic, Mr. Barrenechea’s annual compensation has been supplemented with a grant of performance-and long-term-based equity. The structure of this grant is described in ~~April 2018 as Executive Vice President and CFO. Also see " Long-Term~~detail below in the section “Long Term Incentives - ~~Other Long-Term~~Long Term Equity ~~Grants" below.~~Grants to CEO”. In Fiscal 2021, over 65% (over 55% at target) of our CEO's equity-based compensation was performance-contingent.

The philosophy behind this grant is to align the CEO’s compensation with superior shareholder return, while accomplishing the long-term retention of the executive through its deferred vesting schedules. Its focus is on the long term strategic goals of the company and is targeted to pay above average compensation only for above average performance.

Aligning Officers' Interests with Shareholders' Interests

We believe that transparent, objective and easily ~~verified~~verifiable corporate goals play an important role in creating and maintaining an effective compensation strategy for our Named Executive Officers. Our objective is to facilitate an increase in shareholder value, over the longer term, through the achievement of these corporate goals under the leadership of our Named Executive Officers working in conjunction with all of our valued employees.

We use a combination of fixed and variable compensation to motivate our executive officers to achieve our corporate goals. For Fiscal ~~2018,~~2021, the basic components of our executive officer compensation program were:

•Fixed pay;

•Short-term incentives; and

•Long-term incentives.

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation “at risk”. Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets. Short-term incentives and long-term incentives meet this definition of compensation which is at risk, and long-term incentives are an additional incentive used to promote the creation of longer-term shareholder value. In general, the greater the executive officer’s influence upon our financial or operational results, the higher is the "at risk" portion of the executive officer's compensation.

The Compensation Committee annually considers the percentage of each Named Executive Officer's total compensation that is “at risk” depending on the Named Executive Officer's responsibilities and objectives.

The chart below provides the approximate percentage of target total compensation, reflective of the compensation adjustments discussed above, provided to each Named Executive Officer that was either fixed pay or “at risk” for Fiscal ~~2018:~~2021:


Named Executive Officer	Fixed Pay Percentage (“Not At Risk”)	Short-Term Incentive Percentage (at 100% target) (“At Risk”)	Long-Term Incentive Percentage (at 100% target) (“At Risk”)
Mark J. Barrenechea	10%	10%	80%
Madhu Ranganathan	18%	19%	63%
Simon Harrison	20%	20%	60%
Muhi Majzoub	20%	20%	60%
Gordon A. Davies	18%	19%	63%

Named Executive Officer
Fixed Pay Percentage
(“Not At Risk”)
Short-Term Incentive
Percentage (at 100% target)
(“At Risk”)
Long-Term Incentive
Percentage (at 100% target)
(“At Risk”)
Mark J. Barrenechea 12% 18% 70%
Madhu Ranganathan⁽¹⁾
32% 32% 36%
John M. Doolittle 23% 23% 54%
Simon Harrison 34% 34% 32%
Muhi Majzoub 21% 21% 58%
Gordon A. Davies 21% 21% 58%

⁽¹⁾ The "at risk" portion of Ms. Ranganathan's total compensation set forth in this table is lower than what the Compensation Committee would normally target for her respective position. This is the mathematical result of her long-term incentive grants being awarded at a prorated value based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

Fixed Pay

Fixed pay includes:

•Base salary;

•Perquisites; and

•Other benefits.

Base Salary

The base salary review for each Named Executive Officer takes into consideration factors such as current competitive market conditions and particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance) of the particular individual. The Compensation Committee obtains information regarding competitive market conditions through the assistance of management and our compensation consultants.

The performance of each of our Named Executive Officers, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other Named Executive Officers. The performance of our CEO is assessed by the Board (excluding the CEO). The Board conducts the initial discussions and makes the initial decisions with respect to the performance of our CEO in a special session from which management is absent.

For details on our benchmarking process, see "Competitive Compensation" above.

Perquisites

Our Named Executive Officers receive a minimal amount of non-cash compensation in the form of executive perquisites. In order to remain competitive in the ~~market place,~~marketplace, our Named Executive Officers are entitled to some limited benefits that are not otherwise available to all of our employees, including:

•An annual executive medical physical examination;

•A base allowance to cover expenses such as financial planning, tax preparation or ~~health~~ club memberships.

Other Benefits

We provide various employee benefit programs on the same terms to all employees, including our Named Executive Officers, such as, but not limited to:

•Medical health insurance;

•Dental insurance;

•Life insurance; and

•Tax based retirement savings plans matching contributions.

Short-Term Incentives

In Fiscal ~~2018,~~2021, all of our Named Executive Officers participated in our short-term incentive plan, which is designed to motivate achievement of our short-term corporate goals. These short-term corporate goals are typically derived from our annual business plan which is prepared by management and approved by the Board. Awards made under the short-term incentive plan are made by way of cash payments only.

The amount of the short-term incentive payable to each Named Executive Officer, in general, is based on the ability of each Named Executive Officer to meet pre-established, qualitative and quantitative corporate objectives related to improving shareholder and company value, as applicable, which are reviewed and approved by the Compensation Committee and the Board. For all Named Executive Officers these objectives consist of worldwide revenues and worldwide adjusted operating income with the exception of Mr. Harrison. Due to his ~~specific~~ responsibilities relating to sales, Mr. Harrison's objectives consist of worldwide license and cloud revenues and minimum contract value (MCV) and worldwide adjusted operating income.

Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable. Worldwide revenues are an important ~~variable that~~metric for measuring our growth and helps us to assess our Named Executive Officers’ ~~performance in helping us to grow and manage our business.~~performance.

Worldwide license and cloud revenues are derived from the sum of ~~the~~ "License" and "Cloud services and subscriptions" lines of our audited income statement.

MCV is the total projected commissionable incremental revenue in a signed and written agreement between the Company and its customer. It represents the minimum amount of revenue that we expect to receive from a contract. For the purposes of calculating the achievement of this performance objective, we only consider MCV that is derived from new business.

Worldwide adjusted operating income, which is intended to reflect the operational effectiveness of our leadership, is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense. Worldwide adjusted operating income is also adjusted to remove the impact of foreign exchange.

For Fiscal ~~2018,~~2021, the following table illustrates the total short-term target awards for each Named Executive Officer, along with the associated weighting of the related performance measures.


Named Executive Officer	Total Target Award (1)		Worldwide Revenues	Worldwide License and Cloud Revenues and MCV	Worldwide Adjusted Operating Income
Mark J. Barrenechea	$	831,576	50%	N/A	50%
Madhu Ranganathan	$	468,768	50%	N/A	50%
Simon Harrison	$	422,120	N/A	60%	40%
Muhi Majzoub	$	398,452	50%	N/A	50%
Gordon A. Davies	$	373,428	50%	N/A	50%

Named Executive Officer Total Target
Award Worldwide Revenues Worldwide Adjusted Operating Income Worldwide License and Cloud Revenues
Mark J. Barrenechea $ 1,425,000
50% 50% N/A
Madhu Ranganathan⁽¹⁾
$ 125,000
50% 50% N/A
John M. Doolittle $ 498,172
50% 50% N/A
Simon Harrison⁽²⁾
$ 300,000
N/A 50% 50%
Muhi Majzoub $ 400,000
50% 50% N/A
Gordon A. Davies $ 367,076
50% 50% N/A
(1)Target amounts have been reduced to reflect the COVID-19 compensation adjustments, which became effective May 15, 2020, and the subsequent restoration of those adjustments which became effective December 1, 2020.


~~(1)~~	~~The target amount was prorated based on the number of months Ms. Ranganathan was employed with us during Fiscal 2018.~~


~~(2)~~	The target amount was prorated based on the number of months Mr. Harrison held the position of Executive Vice President, Worldwide Sales during Fiscal 2018 and does not include short-term target awards prior to his promotion.

For the short-term incentive award amounts that would be earned at each of threshold, target and maximum levels of performance, for applicable objectives, see “Grants of Plan-Based Awards for Fiscal ~~2018”~~2021” below.

For each performance measure noted above, the Compensation Committee approves the total target award eligible to be earned by a Named Executive Officer, and the Board applies a threshold and target level of performance. Where applicable, the Board also applies an objective formula for determining the percentage payout under awards for levels of performance above and below threshold and target. In each case, performance targets for Fiscal 2021 were higher than Fiscal 2020. To the extent target performance is exceeded, the award will be proportionately greater. The threshold and target levels and payout formula are set forth below as well as actual performance and payout percentages achieved in Fiscal ~~2018.~~2021. The Board ~~has~~and the Compensation Committee have broad discretion to make positive or negative adjustments if it considers them to be reasonably appropriate. ~~The Board did not make any~~No discretionary adjustments were made for Fiscal ~~2018~~2021 awards. Effective August 5, 2020, a policy addendum was adopted to our short-term and long-term compensation plans that outlines the principles under which the broad discretion may, from time to time, be applied in order to avoid unintended windfalls or penalties for plan participants. Events that might warrant such discretionary adjustments include, but are not limited to, terrorism, political unrest, war, pandemics and natural disasters. No such discretion was applied to the variable cash incentive payouts nor long-term incentive payouts during the fiscal year.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2021 was determined in accordance with the formulas described above, including the natural reductions due to the COVID-19 forbearance period that reduced the variable compensation earnout potential, and reflect the strong performance levels achieved by the Company in Fiscal 2021 related to this “at risk” compensation component.


Objectives (in millions)	Threshold Target		Target		Fiscal 2021 Actual (1)		% Target Actually Achieved	% of Payment per Fiscal 2021 Payout Table(2)
Worldwide Revenues	$	2,799	$	3,110	$	3,293	106 %	200 %
Worldwide License and Cloud Revenues and MCV	$	1,712	$	1,902	$	2,063	108 %	200 %
Worldwide Adjusted Operating Income	$	900	$	1,000	$	1,217	122 %	200 %

(1)Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.

(2)Payout reflective of COVID-19 forbearance reductions applied to each of our respective Named Executive Officers' compensation.

Objectives (in millions) Threshold Target Target
Fiscal 2018
Actual ⁽¹⁾
% Target Actually Achieved % of Payment per Fiscal 2018 Payout Table
Worldwide Revenues $ 2,472
$ 2,747
$ 2,713
98.8 % 85 %
Worldwide Adjusted Operating Income $ 813
$ 903
$ 889
98.4 % 85 %
Worldwide License and Cloud Revenues $ 1,140
$ 1,267
$ 1,230
97.1 % 70 %


~~(1)~~	~~Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.~~

The table below illustrates the percentage of the target awards ~~that are~~ paid to our Named Executives Officers ~~with the exception of Mr. Harrison,~~ in accordance with our actual results achieved during Fiscal ~~2018.~~2021.

Worldwide Revenues and Worldwide Adjusted Operating Income - Attainment and Corresponding Payment
% Attainment % Payment % Attainment % Payment
0 - 89% —% 100.0% 100%
90 - 91% 15% 100.5% 125%
92 - 93% 40% 101.0% 150%
94 - 95% 55% 101.5% 175%
96 - 97% 70% 102% and above 200%
98 - 99% 85%
Formula:

Actual / Budget = % of Attainment
Linear x25 for every 0.5% over100%
Example: an attainment of 101% results in a payment of 150%


Worldwide Revenues, Worldwide License and Cloud Revenues and MCV, and Worldwide Adjusted Operating Income - Attainment and Corresponding Payment
% Attainment	% Payment	% Attainment	% Payment
0 - 89%	—%	100.0%	100%
90 - 91%	15%	100.5%	125%
92 - 93%	40%	101.0%	150%
94 - 95%	55%	101.5%	175%
96 - 97%	70%	102% and above	200% cap
98 - 99%	85%
Formula:		Example:
Actual / Budget = % of Attainment Linear x25 for every 0.5% over 100%		Attainment of 101.0% results in a payment of 150%

In Fiscal ~~2018, rounded up,~~2021, we achieved ~~99%~~106 % of our worldwide revenue ~~target~~target; 108 % of our worldwide license and ~~98%~~cloud revenues and MCV target; and 122 % of our worldwide adjusted operating income target. The “Worldwide Revenues, Worldwide License and Cloud Revenues and MCV, and Worldwide Adjusted Operating Income Calculations” table above illustrates under the “% Attainment” column that an achievement of ~~99%~~106 % of target for the worldwide revenue performance criteria results in an award payment of ~~85%~~200 % of the target award ~~amount~~amount; an achievement of 108 % of target for the worldwide license and cloud revenue and MCV performance criteria results in an award payment of 200 % of the target award amount; and an achievement of ~~98%~~122 % of target for the worldwide adjusted operating income performance criterion results in an award payment of ~~85%~~200 % of the target award amount.

The table below illustrates the percentage of the target awards that are paid to Mr. Harrison, as a result of more direct responsibilities relating to sales, in accordance with our actual results achieved during Fiscal 2018.

Worldwide License and Cloud Revenues and Worldwide Adjusted Operating Income -
Attainment and Corresponding Payment
% Attainment % Payment % Attainment % Payment
0 - 89% —% 102% 150%
90 - 91% 15% 103% 175%
92 - 93% 40% 104% 200%
94 - 95% 55% 105% 225%
96 - 97% 70% 106% 250%
98 - 99% 85% 107% 275%
100% 100% 108% and above 300% cap
101% 125%
Formula:
Actual / Budget = % of Attainment
Linear x25 for every 0.5% over100% Example: an attainment of 101% results in a payment of 150%

In Fiscal 2018, Mr. Harrison achieved 97% of his worldwide license and cloud revenue target and 98% of his worldwide adjusted operating income target. The “Worldwide License and Cloud Revenue and Worldwide Adjusted Operating Income Calculation” table above illustrates under the “% Attainment” column that an achievement of 97% of target for the worldwide license and cloud revenue performance criteria results in an award payment of 70% of the target award amount and an achievement of 98% of target for the worldwide adjusted operating income performance criterion results in an award payment of 85% of the target award amount.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal ~~2018~~2021 was determined in accordance with the formulas described ~~above.~~above and are reflective of the strong performance levels achieved by the Company in Fiscal 2021 related to this “at risk” compensation component. We have set forth below for each Named Executive Officer the award amount actually paid for Fiscal ~~2018,~~2021, and the percentage of target award amount represented by the actual award paid, in each case, subject to the pro rata forbearance previously discussed, broken out by performance measure as follows:

Mark J. Barrenechea


Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)		Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)
Worldwide Revenues	$	712,500	$	106,875	$	605,625	85	%	Worldwide Revenues	$	415,788	$	62,368	$	831,575	200 %
Worldwide Adjusted Operating Income	$	712,500	$	106,875	$	605,625	85	%	Worldwide Adjusted Operating Income	$	415,788	$	62,368	$	831,575	200 %
Total	$	1,425,000	$	213,750	$	1,211,250	85	%	Total	$	831,576	$	124,736	$	1,663,150	200	%

Madhu Ranganathan


Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)
Worldwide Revenues	$	234,384	$	35,158	$	468,767	200 %
Worldwide Adjusted Operating Income	$	234,384	$	35,158	$	468,767	200 %
Total	$	468,768	$	70,316	$	937,534	200	%

Performance Measure:
Payable at
Target Payable at
Threshold Actual
Payable
($)
Actual
Payable
(% of Target)
Worldwide Revenues $ 62,500
$ 9,375
$ 53,125
85 %
Worldwide Adjusted Operating Income $ 62,500
$ 9,375
$ 53,125
85 %
Total $ 125,000
$ 18,750
$ 106,250
85 %

~~The target amount and resulting amount payable was prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.~~

~~John M. Doolittle~~

Performance Measure:
Payable at
Target Payable at
Threshold Actual
Payable
($)
Actual
Payable
(% of Target)
Worldwide Revenues $ 249,086
$ 37,363
$ 211,725
85 %
Worldwide Adjusted Operating Income $ 249,086
$ 37,363
$ 211,725
85 %
Total $ 498,172
$ 74,726
$ 423,450
85 %

Simon Harrison

Performance Measure:
Payable at
Target Payable at
Threshold Actual
Payable
($)
Actual
Payable
(% of Target)
Worldwide License and Cloud Revenues $ 150,000
$ 22,500
$ 105,000
70 %
Worldwide Adjusted Operating Income $ 150,000
$ 22,500
$ 127,500
85 %
Total $ 300,000
$ 45,000
$ 232,500
78 %

The target amount and resulting amount payable was prorated based on the number of months Mr. Harrison held the position of Executive Vice President, Worldwide Sales during Fiscal 2018 and does not include payments made to Mr. Harrison earned prior to his promotion.


Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)
Worldwide License and Cloud Revenues and MCV	$	253,272	$	37,991	$	506,543	200 %
Worldwide Adjusted Operating Income	$	168,848	$	25,327	$	337,696	200 %
Total	$	422,120	$	63,318	$	844,239	200	%

Muhi Majzoub


Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)		Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)
Worldwide Revenues	$	200,000	$	30,000	$	170,000	85	%	Worldwide Revenues	$	199,226	$	29,884	$	398,452	200 %
Worldwide Adjusted Operating Income	$	200,000	$	30,000	$	170,000	85	%	Worldwide Adjusted Operating Income	$	199,226	$	29,884	$	398,452	200 %
Total	$	400,000	$	60,000	$	340,000	85	%	Total	$	398,452	$	59,768	$	796,904	200	%

Gordon A. Davies


Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)		Performance Measure:	Payable at Target		Payable at Threshold		Actual Payable ($)		Actual Payable (% of Target)
Worldwide Revenues	$	183,538	$	27,531	$	156,007	85	%	Worldwide Revenues	$	186,714	$	28,007	$	373,428	200 %
Worldwide Adjusted Operating Income	$	183,538	$	27,531	$	156,008	85	%	Worldwide Adjusted Operating Income	$	186,714	$	28,007	$	373,428	200 %
Total	$	367,076	$	55,062	$	312,015	85	%	Total	$	373,428	$	56,014	$	746,856	200	%

Long-Term Incentives

As with many North American technology companies, we have a general practice of granting variable long-term incentives to executive ~~officers.~~officers, including our Named Executive Officers. Our long-term incentives represent a significant proportion of our ~~executive officers’~~Named Executive Officers’ total compensation, and its purpose is two-fold: (i) as a component of a competitive compensation package; and (ii) to align the interests of our ~~executive officers~~Named Executive Officers with the interests of our shareholders. Grants are consistent with competitive market practice, and vesting occurs over time, to ensure alignment with our performance over the longer term. Usually a very high percentage of the long-term incentive is "at risk" indicating we will not provide any compensation to the executive unless shareholders have received a positive return.

Long-Term Incentive Plans (LTIP) - General

We incentivize our executive officers, including our Named Executive Officers, in part, with long-term compensation pursuant to our LTIP. For each LTIP grant, a target value is established by the Compensation Committee for each Named Executive Officer, except for the CEO, whose target value is established by the Board, based on competitive market practice and by the respective Named Executive Officer’s ability to influence financial or operational performance. ~~Grants are generally made annually and are comprised of the components outlined in the table below.~~

The target value of the LTIP is split into three components, with 50% represented by Performance Share Units (PSUs), 25% represented by Restricted Share Units (RSUs) and 25% represented by stock options. PSUs and RSUs are based on a rolling three-year program, which means that assessment of a Named Executive Officer's performance under each grant is made continuously over the period, but payments on that grant may only be made at the end of the applicable three year term in either cash or Common Shares, at the discretion of the Board. Options granted under the LTIP generally vest over four years. The LTIP payments may also be subject to certain payment limitations in the event of early termination of employment or change in control of the Company. As well, LTIP payments are subject to mandatory repayment or “claw-back” in the event of fraud, willful misconduct or gross negligence by any executive officer, including a Named Executive Officer, affecting the financial performance or financial statements of the Company or the price of our Common Shares. The performance targets and the weightings of performance targets under each LTIP are first recommended by the Compensation Committee and then approved by the Board. Grants are generally made annually and are comprised of the components outlined in the table below. No dividends are paid or accrued on PSUs or RSUs.

Vehicle

% of Total LTIP

Description

Vesting

Payout

Performance Share Units (PSU)

50% of LTIP target award value

The value of each PSU is equivalent to one Common Share. The number of PSUs granted is determined by converting the dollar value of the target award to PSUs, based on an average share price determined at time of Board grant. The number of PSUs to vest will be based on the Company’s total shareholder return (TSR) at the end of a three year period as compared to the TSR of companies comprising the constituents of the S&P MidCap400 Software and Services Index.

Cliff vesting in the third year following the determination by the Board that the performance criteria have been met.

Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board. We expect to settle these awards in Common Shares.

Restricted Share Units (RSU)

25% of LTIP target award value

The value of each RSU is equivalent to one Common Share. The number of RSUs granted is determined by converting the dollar value of the target award to RSUs, based on an average share price determined at time of Board grant.

Cliff vesting, generally three years after grant date.

Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board. We expect to settle these awards in Common Shares.

Stock Options

25% of LTIP target award value

The dollar value of the target award is converted to a number of options using a Black Scholes model. The exercise price is equal to the closing price of our Common Shares on the trading day preceding the date of grant.

Vesting is typically 25% on each of the first four anniversaries of grant date. Options expire seven years after the grant date.

Once vested, participants may exercise options for Common Shares.

~~Fiscal 2020~~Payouts under LTIP grants:

•May also be subject to certain limitations in the event of early termination of employment or change in control of the Company; and

•Are subject to mandatory repayment or “claw-back” in the event of fraud, willful misconduct or gross negligence by any executive officer, including a Named Executive Officer, affecting the financial performance or financial statements of the Company or the price of our Common Shares.

LTIP 2023

Grants made in Fiscal ~~2018~~2021 under the ~~Fiscal 2020~~ LTIP (collectively referred to as "LTIP 2023" because the PSUs and RSUs do not vest until calendar 2023) took effect ~~starting~~ on August ~~7, 2017~~10, 2020 with the goal of measuring performance over the three year period starting July 1, 2017. For each Named Executive Officer, the compensation target under the Fiscal 2020 LTIP, was determined based on the Named Executive Officer's overall compensation and by their ability to influence our financial or operational performance.

The target compensation set for each Named Executive Officer under the Fiscal 2020 LTIP is comprised of three elements: PSUs, RSUs and stock options, which represent 50%, 25% and 25%, respectively, of each Named Executive Officer’s total LTIP target award.2020. The table below illustrates the target value of each element under ~~the Fiscal 2020~~ LTIP 2023 for each Named Executive Officer.


Named Executive Officer	Performance Share Units		Restricted Share Units		Stock Options		Total
Mark J. Barrenechea	$	3,500,000	$	1,750,000	$	1,750,000	$	7,000,000
Madhu Ranganathan	$	800,000	$	400,000	$	400,000	$	1,600,000
Simon Harrison	$	625,000	$	312,500	$	312,500	$	1,250,000
Muhi Majzoub	$	612,500	$	306,250	$	306,250	$	1,225,000
Gordon A. Davies	$	625,000	$	312,500	$	312,500	$	1,250,000

Named Executive Officer Performance Share Units Restricted Share Units Stock Options Total
Mark J. Barrenechea $ 2,815,000
$ 1,407,500
$ 1,407,500
$ 5,630,000
Madhu Ranganathan⁽¹⁾
$ 287,337
$ 143,669
$ 143,669
$ 574,675
John M. Doolittle⁽²⁾
N/A
N/A
N/A
N/A
Simon Harrison⁽³⁾
$ 184,564
$ 92,282
$ 92,282
$ 369,128
Muhi Majzoub $ 550,000
$ 275,000
$ 275,000
$ 1,100,000
Gordon A. Davies $ 518,579
$ 259,289
$ 259,289
$ 1,037,157


~~(1)~~	~~Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.~~


~~(2)~~	~~As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.~~


~~(3)~~	~~Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.~~

Awards granted in Fiscal ~~2018~~2021 under ~~the Fiscal 2020~~ LTIP 2023 were in addition to the awards granted in Fiscal ~~2017,~~2020, Fiscal ~~2016,~~2019, and prior years. For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the appropriate year.

~~Fiscal 2020~~ LTIP 2023 - PSUs

With respect to our PSUs, we use relative TSR to benchmark the Company’s performance against the performance of the corporations comprising the constituents of the S&P Mid Cap 400 Software & Services Index (the Index). The Index is comprised of 400 U.S. public companies with ~~unadjusted~~ market capitalization of $1.8 billion to $13.6 billion and is a useful measure of the performance of mid-sized companies. Relative TSR is the sole measure for each Named Executive Officer's performance over the relevant three year period for ~~the Fiscal 2020~~ LTIP 2023 with respect to PSUs. ~~If over the three year period, the relative cumulative TSR of the Company compared to the cumulative TSR of the Indexis greater than the 66~~^th ~~percentile, the relative TSR target will be achieved in full. If it is negative at the end of the three year period, no payout will be made. Otherwise, any~~


If the Company's relative cumulative TSR, compared to the cumulative TSR of the Index is:			Then the percentage of the PSU target award that will be paid out will be:
Below 25th percentile			—%
25th percentile			50%
50th percentile			100%
80th percentile			200%

Any target percentile achieved between 1%25th and ~~100%~~80th percentile will be interpolated to determine a payout that can range from ~~1.5%~~50% to ~~150%~~200% of the target ~~award based on the number of PSUs that were granted in connection with the Fiscal 2020 LTIP.~~award.

The amounts that may be realized for PSU awards under ~~the Fiscal 2020~~ LTIP 2023 are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, ~~2018,~~2021, and applied to the number of PSUs ~~to be issued~~granted to the Named Executive Officers on August 10, 2020 based on ~~target level achievement.~~the levels of achievement disclosed above.


LTIP 2023 PSUs value as of June 30, 2021
Named Executive Officer	50% Payout		100% Payout		200% Payout
Mark J. Barrenechea	$	1,944,116	$	3,888,232	$	7,776,464
Madhu Ranganathan	$	444,246	$	888,492	$	1,776,984
Simon Harrison	$	347,218	$	694,436	$	1,388,872
Muhi Majzoub	$	340,106	$	680,212	$	1,360,424
Gordon A. Davies	$	347,218	$	694,436	$	1,388,872

Fiscal 2020 LTIP PSUs
Named Executive Officer 1.5% Achievement at June 30, 2020
100% Achievement
at June 30, 2020
150% Achievement
at June 30, 2020
Mark J. Barrenechea $ 44,060
$ 2,937,309
$ 4,405,964
Madhu Ranganathan⁽¹⁾
$ 4,202
$ 280,112
$ 420,168
John M. Doolittle⁽²⁾
N/A
N/A
N/A
Simon Harrison⁽³⁾
$ 2,755
$ 183,692
$ 275,538
Muhi Majzoub $ 8,609
$ 573,949
$ 860,924
Gordon A. Davies $ 7,828
$ 521,868
$ 782,802


~~(1)~~	~~Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.~~


~~(2)~~	~~As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.~~


~~(3)~~	~~Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.~~

~~Fiscal 2020~~ LTIP 2023 - RSUs

RSUs vest over three years and do not have any specific performance-based vesting criteria. Provided the eligible employee remains employed throughout the vesting period, all RSUs granted shall become vested RSUs at the end of the ~~Fiscal 2020~~ LTIP 2023 period.

The ~~amounts that may be realized for~~following RSU ~~awards~~award values under ~~the Fiscal 2020~~ LTIP~~are as follows,~~ 2023 have been calculated based on the market price of our Common Shares on the NASDAQ as of June 30, ~~2018,~~2021, and applied to the number of ~~equivalent~~ RSUs ~~to be issued~~granted to the Named Executive ~~Officers.~~Officers on August 10, 2020..

Fiscal 2020 LTIP RSUs
Named Executive Officer Value at June 30, 2018
Mark J. Barrenechea $ 1,468,479
Madhu Ranganathan⁽¹⁾
$ 140,056
John M. Doolittle⁽²⁾
N/A
Simon Harrison⁽³⁾
$ 91,846
Muhi Majzoub $ 286,799
Gordon A. Davies $ 260,758


~~(1)~~LTIP 2023 RSUs
Named Executive Officer			~~Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number~~Value as of ~~months Ms. Ranganathan was employed with the Company during Fiscal 2018.~~June 30, 2021

Mark J. Barrenechea			$	1,944,116
~~(2)~~Madhu Ranganathan			~~As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.~~$

444,500
~~(3)~~Simon Harrison	~~Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.~~$	346,964
Muhi Majzoub	$	340,360
Gordon A. Davies	$	346,964

~~Fiscal 2020~~ LTIP 2023 - Stock Options

The stock options granted in connection with ~~the Fiscal 2020~~ LTIP 2023 vest over four years, do not have any specific performance-based vesting criteria and, if not exercised, expire after seven years. Our Named Executive Officers will only realize value on these stock options with future OpenText share price appreciation from the date of grant. For a discussion of the assumptions used in the valuation of stock options, see note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

Other Long-Term Equity Grants

In addition to grants made in connection with our LTIP program, from time to time, we may grant stock options and/or RSUs to new strategic hires and to our employees in recognition of their service, such as for promotions, retention, or other reasons. In Fiscal ~~2018,~~2021, we granted stock options and RSUs to ~~two~~each of our Named Executive Officers, ~~namely, Ms. Ranganathan, in connection~~ with the ~~commencement~~exception of ~~her employment with us,~~Mr. Barrenechea, through a special one-time grant for retention and ~~Mr. Harrison,~~engagement of our executives, who were critical in ~~connection with his promotion to Executive Vice President, Worldwide Sales.~~navigating through the uncertain times of the COVID-19 pandemic. Details of these grants are contained in the table below under "Grants of Plan Based Awards". Please also see "Long-Term Equity Grants to CEO" below.

The table below illustrates the target value of each element under the special one-time grants for each Named Executive Officer.


Named Executive Officer	Restricted Share Units		Stock Options		Total
Madhu Ranganathan	$	306,250	$	918,750	$	1,225,000
Simon Harrison	$	275,610	$	826,870	$	1,102,480
Muhi Majzoub	$	260,300	$	780,940	$	1,041,240
Gordon A. Davies	$	230,250	$	690,810	$	921,060

Our RSUs and stock options vest over a specified contract date, typically over three and four years, respectively, and do not have any specific performance criteria. The vesting period for the special one-time options is 5 years, 25% after year two, then 25% per year thereafter and the vesting period for the special one-time RSUs is three years, 33% per year. With respect to stock option grants, the Board will determine the following, based upon the recommendation of the Compensation Committee: the executive officers entitled to participate in our stock option plan, the number of options to be granted, and any other material terms and conditions of the stock option grant.

All stock option grants, whether part of the LTIP or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plans. In addition, grants and exercises of stock options are subject to our Insider Trading Policy. For details of our Insider Trading Policy, see “Other Information With Respect to Our Compensation Program - Insider Trading Policy” below.

For details on the determination of targeted awards and our benchmarking process, see "Compensation Objective - Competitive Compensation" above.

Long-Term Equity Grants to CEO

In connection with the Compensation Committee's review of competitive compensation and the review of Mr. Barrenechea's performance, as discussed earlier under "Competitive Compensation - CEO Compensation", on August 10, 2020, Mr. Barrenechea received a grant of performance stock options under the 2004 Stock Option Plan with an exercise price of $45.81, a seven year term, and vesting subject to certain performance conditions provided that Mr. Barrenechea remains an employee.

These performance options will vest based on the extent to which the average closing price (ACP) of the Common Shares on the NASDAQ for the trading days in any fiscal quarter commencing October 1, 2020, prior to the expiration of the options, exceeds the exercise price by a specified percentage or greater (subject to a linear interpolation for quarterly ACP between the performance levels outlined below). Absolute share growth at target performance ($64.13 reflecting an increase of 40%) will result in 375,000 options vesting, with no options vesting below threshold performance ($54.97 reflecting an increase of 20%) and 750,000 options vesting if maximum performance is achieved ($73.30 reflecting an increase of 60%). No more than 750,000 performance options (2x target) may vest under the award.


ACP Increase (%)	Illustrative ACP ($)	Aggregate Number of Options to Vest
Threshold (20%)	$54.97	150,000
30%	$59.55	262,500
Target (40%)	$64.13	375,000
50%	$68.72	562,500
Maximum (60%)	$73.30	750,000

To the extent that any performance options vest during the first five-year period, they must be held by Mr. Barrenechea until the earlier of the fifth anniversary of the date of grant and the date he ceases to be an employee. Any performance options that vest may be exercised by Mr. Barrenechea during this five-year period, provided that the Common Shares acquired on exercise, net of a number of Common Shares that may be sold by Mr. Barrenechea to fund the exercise price and any income taxes payable as a result of such exercise, must be held by Mr. Barrenechea for this same period.

Additionally, on August 10, 2020, Mr. Barrenechea received a grant of 60,000 RSUs. These RSUs vest over three years, provided Mr. Barrenechea remains employed throughout the applicable vesting period, and are on identical terms to RSUs granted under LTIP 2023. The aggregate amount that may be realized for these RSU awards calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2021 and applied to the number of RSUs granted is approximately $3.0 million.

In Fiscal 2021, as illustrated in the table below for performance grants, over 55% of our CEO's equity compensation had target value that was performance-contingent on either relative TSR versus the S&P400 Mid-Cap Technology index companies (Performance Share Units) or increasing stock price to a target price of $64.13 (Performance Options). The table below illustrates the grant value of all equity-based awards granted to Mr. Barrenechea in Fiscal 2021:


Performance-based Awards (# units/shares) at Target		Performance-based Awards ($ grant value) at Target				Total Performance-Based Grant Value at Target
Performance Share Units	Performance Stock Options	Performance Share Units		Performance Options		Total Performance-Based Grant Value at Target
76,540	375,000	$	4,720,222	$	3,817,500	$	8,537,722


Time-based Awards (# units)		Time-based Awards ($ grant value)				Total Time-Based Grant Value
Restricted Share Units	Stock Options	Restricted Share Units		Stock Options		Total Time-Based Grant Value
98,270	213,680	$	4,270,814	$	1,750,993	$	6,021,807

Executive Change in Control and Severance Benefits

Our severance benefit agreements are designed to provide reasonable compensation to departing senior executive officers under certain circumstances. While we do not believe that the severance benefits would be a determinative factor in a senior executive's decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers. Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance in an attempt to avoid future disputes or litigation.

The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies. We have structured our senior executive officers' change in control benefits as “double trigger” benefits, meaning that the benefits are only paid in the event of, first, a change in control transaction, and second, the loss of employment within one year after the transaction. These benefits attempt to provide an incentive to our senior executive officers to remain employed with the Company in the event of such a transaction.

Other Information With Respect to Our Compensation Program

Pension Plans

We do not provide pension benefits or any non-qualified deferred compensation to any of our Named Executive Officers.

Share Ownership Guidelines

We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our Named Executive Officers, and our directors to buy and hold Common Shares in the Company based upon an investment target. We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders.

The equity ownership levels are as follows:



CEO			4x base salary
Other senior management			1x base salary
Non-management director			3x annual retainer

For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which he or she is the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any contract, arrangement, understanding, relationship or otherwise in which such person has or shares:

•voting power which includes the power to vote, or to direct the voting of, such security; and/or

•investment power which includes the power to dispose, or to direct the disposition of, such security.

Also, Common Shares will be valued at the greater of their book value (i.e., purchase price) or the current market value. On an annual basis, the Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines.

The Board implemented the Share Ownership Guidelines in October 2009 and recommends that equity ownership levels be achieved within five years of becoming a member of the executive leadership team, including Named Executive Officers. The Board also recommends that the executive leadership team retain their ownership levels for so long as they remain members of the executive leadership team.

Named Executive Officers

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stock option awards, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares. Until the Share Ownership Guidelines are met, it is recommended that a Named Executive Officer retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines. Common Shares issuable pursuant to the unexercised options shall not be counted towards meeting the equity ownership target.

As of the date of this Annual Report on Form 10-K, all Named Executive Officers comply with the Share Ownership Guidelines for Fiscal ~~2018,~~2021, as they have either met the share ownership guidelines or, in the case of Ms. Ranganathan, ~~and Mr. Harrison,~~ have five years from becoming subject to these guidelines to achieve the equity ownership guidelines required by their ~~position.~~position, which in the case of Ms. Ranganathan is 2023.

Directors

With respect to non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines. The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of his or her retainer and/or fees in the form of common stock equivalents. As of the date of this Annual Report on Form 10-K, all non-management directors, have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual retainer, with the exception of ~~Mr. Tinggren,~~Ms. Powell, who recently joined as a member of our Board in ~~February 2017~~.June 2021. Ms. Powell will be required to comply with the Share Ownership Guidelines within five years of her election and as a result will have until September 2026 to meet the applicable requirements of the Share Ownership Guidelines. For further details, see the table below titled “Director Compensation for Fiscal ~~2018”~~2021”.

Insider Trading Policy

All of our employees, officers and directors, including our Named Executive Officers, are required to comply with our Insider Trading Policy. Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information. In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our Named Executive Officers, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company's securities decline in the future, selling a “call option” giving the holder an option to purchase securities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company. The definition of “trading in securities” includes any derivatives-based, monetization, non-recourse loan or similar arrangement that changes the insider’s economic exposure to or interest in securities of the Company and which may not necessarily involve a sale.

All grants of stock options are subject to our Insider Trading Policy and as a result, stock options may not be granted during the “blackout” period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company’s quarterly or annual financial results, as applicable, have been publicly released. If the Board approves the issuance of stock options during the blackout period, these stock options are not granted until the blackout period is over. The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for the NASDAQ market immediately preceding the applicable grant date.

Tax Deductibility of Compensation

Under Section 162(m) of the United States Internal Revenue Code (or Section 162(m)) publicly-held corporations cannot deduct compensation paid in excess of $1,000,000 to certain executive officers in any taxable year. Certain compensation paid under plans that are “performance-based” (which means compensation paid only if the individual's performance meets pre-established objective goals based upon performance criteria approved by shareowners) are not subject to the $1,000,000 annual limit. Although our compensation policy is designed to link compensation to performance, payments in excess of $1,000,000 made pursuant to any of our compensation plans to United States-based executives may not be deductible under Section 162(m). The Tax Cuts and Jobs Act amended Section 162(m) to ~~delete the exception for performance-based compensation and to~~ expand the corporations and executives to which it applies. ~~Beginning with~~Effective Fiscal 2019, we ~~will be unable~~are no longer able to deduct under Section 162(m) compensation paid in excess of $1,000,000 to any person who served as CEO or CFO during the taxable year and any other Named Executive Officer serving as an executive at the end of the taxable year (each, a “covered employee”) as well any person who was a covered employee in a preceding taxable year, subject to limited transition relief.

Summary Compensation Table

The following table sets forth summary information concerning the annual compensation of our Named Executive Officers. All numbers are rounded to the nearest dollar or whole share. Changes in exchange rates will impact payments illustrated below that are made in currencies other than the U.S. dollar. Any Canadian dollar payments included herein have been converted to U.S. dollars at an annual average rate of ~~0.786589~~0.773416, ~~0.754836,~~ 0.746217, and ~~0.755310,~~0.756489, for Fiscal ~~2018,~~2021, Fiscal ~~2017,~~2020, and Fiscal ~~2016,~~2019, respectively. ~~Any British pounds sterling payments~~


	Fiscal Year	Salary ($) (1)		Bonus ($) (2)		Stock Awards ($) (3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (1)(5)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($) (6)			Total ($)
Mark J. Barrenechea	2021	$	890,625	—		$	8,991,036	$	9,385,993	$	1,663,150	N/A	$	31,825	(7)	$	20,962,629
Vice Chair, Chief Executive Officer and Chief Technology Officer	2020	$	932,188	$	273,028	$	4,970,594	$	1,751,342	$	1,775,410	N/A	$	47,643	(8)	$	9,750,205
	2019	$	950,000	—		$	3,693,934	$	1,407,800	$	2,030,625	N/A	$	17,315	(8)	$	8,099,674

Madhu Ranganathan	2021	$	468,750	—		$	1,765,137	$	1,319,658	$	937,534	N/A	$	—	(9)	$	4,491,079
EVP, Chief Financial Officer	2020	$	490,625	$	22,807	$	781,072	$	275,201	$	699,068	N/A	$	—	(8)	$	2,268,773
	2019	$	500,000	—		$	656,237	$	250,019	$	712,500	N/A	$	—	(8)	$	2,118,756

Simon Harrison	2021	$	421,875	—		$	1,415,475	$	1,140,192	$	844,239	N/A	$	304,118	(10)	$	4,125,899
Executive Vice President, Enterprise Sales	2020	$	399,896	17,310		$	354,786	$	125,091	$	413,648	N/A	$	278,775	(11)	$	1,589,506
	2019	$	400,000	—		$	287,042	$	109,361	$	533,750	N/A	$	655,329	(8)	$	1,985,482

Muhi Majzoub	2021	$	398,437	—		$	1,377,238	$	1,087,917	$	796,904	N/A	$	—	(9)	$	3,660,496
Executive Vice President, Chief Product Officer	2020	$	417,031	$	19,386	$	781,072	$	275,201	$	594,208	N/A	$	—	(8)	$	2,086,898
	2019	$	412,500	—		$	721,564	$	938,260	$	605,625	N/A	$	—	(8)	$	2,677,949

Gordon A. Davies	2021	$	373,415	—		$	1,370,111	$	1,004,026	$	746,856	N/A	$	—	(9)	$	3,494,408
Executive Vice President, Chief Legal Officer and Corporate Development	2020	$	377,096	$	17,530	$	781,072	$	275,201	$	537,306	N/A	$	—	(8)	$	1,988,205
	2019	$	371,310	—		$	656,237	$	913,258	$	555,169	N/A	$	14,730	(8)	$	2,510,704

(1)Amounts reflect the COVID-19 compensation adjustments, which became effective May 15, 2020 and the subsequent restoration of those adjustments which became effective December 1, 2020.

(2)Amounts set forth in this column represent a special performance bonus, approved by the Board, equal to an amount equal to the reductions in their Fiscal 2020 salary and annual incentive payout made pursuant to the previously disclosed COVID-19 compensation adjustments. The special performance bonus was paid in September 2020; however, as it related to performance in Fiscal 2020, the bonus received by each of the Named Executive Officers was included ~~herein~~in Fiscal 2020.

(3)PSUs and RSUs were granted pursuant to LTIP 2023 and other non-LTIP related grants. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP 2023”. For a discussion of the assumptions used in these valuations, see note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards granted in Fiscal 2021 by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2021” table below.

(4)Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect

100

whether the recipient has actually realized a financial benefit from the exercise of the awards. The performance options granted to Mr. Barrenechea in Fiscal 2021 have been ~~converted~~reflected and valued here assuming achievement at the maximum performance level. Please also see "Long-Term Equity Grants to ~~U.S. dollars at an annual average rate~~CEO" and “Grants of ~~1.342283~~Plan-Based Awards in Fiscal 2021” for details of target performance value and vesting. For a discussion of the assumptions used in this valuation, see note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(5)The amounts set forth in this column for Fiscal ~~2018.~~2021 represent payments under the short-term incentive plan based on actual performance achieved.

(6)Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) car allowance; (ii) medical examinations; (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.

Fiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($) ⁽¹⁾
Option
Awards
($) ⁽²⁾
Non-Equity
Incentive Plan
Compensation
($) ⁽³⁾
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) ⁽⁴⁾
Total ($)
Mark J. Barrenechea 2018 $ 950,000
—
$ 3,538,963
$ 1,407,556
$ 1,211,250
N/A $ 37,161
⁽⁵⁾
$ 7,144,930
Vice Chair, Chief Executive Officer and Chief Technology Officer 2017 $ 945,000
—
$ 3,233,360
$ 5,821,023
$ 1,925,625
N/A $ 13,926
⁽⁶⁾
$ 11,938,934
2016 $ 945,000
—
$ 3,658,934
$ 1,283,437
$ 923,738
N/A $ 22,082
⁽⁶⁾
$ 6,833,191

Madhu Ranganathan⁽¹²⁾
2018 $ 125,000
—
$ 315,057
$ 2,275,143
$ 106,250
N/A $ —
⁽⁷⁾
$ 2,821,450
EVP, Chief Financial Officer 2017 N/A
N/A
N/A
N/A
N/A
N/A N/A
⁽⁸⁾
N/A
2016 N/A
N/A
N/A
N/A
N/A
N/A N/A
⁽⁸⁾
N/A

John M. Doolittle 2018 $ 498,175
—
$ 699,341
$ 278,118
$ 423,450
N/A $ 14,896
⁽⁹⁾
$ 1,913,980
Former EVP, Chief Financial Officer 2017 $ 415,160
—
$ 480,818
$ 190,968
$ 725,744
N/A $ 10,133
⁽⁶⁾
$ 1,822,823
2016 $ 377,655
—
$ 560,347
$ 196,449
$ 295,326
N/A $ 14,424
⁽⁶⁾
$ 1,444,201

Simon Harrison ⁽¹³⁾
2018 $ 388,916
—
$ 221,328
$ 868,563
$ 288,972
N/A $ 11,470
⁽¹⁰⁾
$ 1,779,249
EVP, Worldwide Sales 2017 N/A
N/A
N/A
N/A
N/A
N/A N/A
⁽⁸⁾
N/A
2016 N/A
N/A
N/A
N/A
N/A
N/A N/A
⁽⁸⁾
N/A

Muhi Majzoub 2018 $ 400,000
—
$ 691,379
$ 274,993
$ 340,000
N/A $ —
⁽⁷⁾
$ 1,706,372
EVP, Engineering 2017 $ 356,000
—
$ 535,825
$ 212,651
$ 527,313
N/A $ —
⁽⁷⁾
$ 1,631,789
2016 $ 356,000
—
$ 606,276
$ 212,632
$ 243,398
N/A $ —
⁽⁷⁾
$ 1,418,306

Gordon A. Davies 2018 $ 367,077
—
$ 628,627
$ 249,994
$ 312,015
N/A $ 15,969
⁽¹¹⁾
$ 1,573,682
EVP, Chief Legal Officer and Corporate Development 2017 $ 314,012
—
$ 630,050
$ 250,270
$ 464,681
N/A $ —
⁽⁷⁾
$ 1,659,013
2016 $ 314,209
—
$ 713,431
$ 250,169
$ 214,850
N/A $ 15,276
⁽⁶⁾
$ 1,507,935
(7)Represents amounts we paid or reimbursed for tax, financial, and estate planning.

~~(1)~~

PSUs and RSUs were granted pursuant to the Fiscal 2020 LTIP and other non- LTIP related grants. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section “Fiscal 2020 LTIP”. For a discussion of the assumptions used in these valuations, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2018” table below.

~~(2)~~

Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(8)For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2020 and June 30, 2019.


~~(3)~~	~~The amounts set forth in this column for Fiscal 2018 represent payments under the short-term incentive plan.~~


~~(4)~~	Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations; (ii) car allowances, (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.


~~(5)~~	~~Represents amounts we paid or reimbursed for Tax, Financial, and Estate Planning.~~


~~(6)~~	For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2017 and June 30, 2016.


~~(7)~~	~~The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.~~


~~(8)~~	~~The executive officer was not a Named Executive Officer during the fiscal year, and, therefore compensation details have been excluded.~~


~~(9)~~	~~Represents amounts we paid or reimbursed for:~~


a.	~~Taxable benefit on annual sales event ($12,547)~~


b.	~~Other miscellaneous expenses or benefits that are less than 10% of the total amount of perquisites and personal benefits related to Mr. Doolittle.~~


~~(10)~~	~~Represents amounts we paid or reimbursed for:~~


a.	~~Taxable benefit on annual sales event ($5,327)~~


b.	~~Car allowances ($4,698)~~


~~(11)~~	~~Represents amounts we paid or reimbursed for:~~


a.	~~Taxable benefit on annual sales event ($12,547)~~


b.	~~Club membership fees ($3,422)~~


~~(12)~~	The amounts set forth for Ms. Ranganathan's salary and non-equity incentive awards represents a prorated amount based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.


~~(13)~~	~~The amounts set forth for Mr. Harrison's total compensation includes all amounts earned during Fiscal 2018 as Executive Vice President, Worldwide Sales and those earned prior to his promotion.~~

(9)The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.

(10)Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $160,118.

(11)Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $146,775.

Grants of Plan-Based Awards in Fiscal ~~2018~~2021

The following table sets forth certain information concerning grants of awards made to each Named Executive Officer during Fiscal ~~2018.~~2021.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						All Other Option Awards: Number of Securities Underlying (2)	Exercise or Base Price of Option Awards		Grant Date Fair Value of Options (3)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Options (#)	($/share)		Awards ($)
Mark J. Barrenechea	August 10, 2020	$	124,736	$	831,576	$	1,663,152	213,680	$	45.81	$	1,750,993
Madhu Ranganathan	August 10, 2020	$	70,316	$	468,768	$	937,536	155,054	$	45.81	$	1,319,658
Simon Harrison	August 10, 2020	$	63,318	$	422,120	$	844,240	133,752	$	45.81	$	1,140,192
Muhi Majzoub	August 10, 2020	$	59,768	$	398,452	$	796,904	127,672	$	45.81	$	1,087,917
Gordon A. Davies	August 10, 2020	$	56,014	$	373,428	$	746,856	118,022	$	45.81	$	1,004,026


		Estimated Future Payouts Under Equity Incentive Plan Performance Option Awards (4)			Exercise or Base Price of Option Awards		Grant Date Fair Value of Performance Options (3)
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	($/share)		Threshold ($)		Target ($)		Maximum ($)
Mark J. Barrenechea	August 10, 2020	150,000	375,000	750,000	$	45.81	$	1,527,000	$	3,817,500	$	7,635,000


		Estimated Future Payouts Under Equity Incentive Plan Awards (4)			All Other Stock Awards: Number of Securities Underlying (5)	Grant Date Fair Value of Stock (3)
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Stock (#)	Awards ($)
Mark J. Barrenechea	August 10, 2020	38,270	76,540	153,080	98,270	$	8,991,036
Madhu Ranganathan	August 10, 2020	8,745	17,490	34,980	15,447	$	1,765,137
Simon Harrison	August 10, 2020	6,835	13,670	27,340	12,857	$	1,415,475
Muhi Majzoub	August 10, 2020	6,695	13,390	26,780	12,392	$	1,377,238
Gordon A. Davies	August 10, 2020	6,835	13,670	27,340	11,865	$	1,370,111

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2021. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Short-Term Incentives” above.

101

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards ⁽¹⁾
All Other Option
Awards: Number
of Securities
Underlying ⁽²⁾
Exercise or
Base Price
of Option
Awards
Grant
Date Fair
Value of
Options⁽³⁾
Name Grant Date
Threshold
($)
Target
($)
Maximum
($)
Options
(#)
($/share) Awards ($)
Mark J. Barrenechea August 7, 2017 $ 213,750
$ 1,425,000
$ 2,850,000
189,180
$ 34.49
$ 1,407,556
Madhu Ranganathan⁽⁴⁾
May 11, 2018 $ 18,750
$ 125,000
$ 250,000
293,510
$ 34.71
$ 2,275,143
John M. Doolittle August 7, 2017 $ 74,726
$ 498,172
$ 996,344
37,380
$ 34.49
$ 278,118
Simon Harrison⁽⁵⁾
August 7, 2017 $ 45,000
$ 300,000
$ 900,000
11,840
$ 34.49
$ 88,093
November 6, 2017 100,000
$ 34.48
$ 780,470
Muhi Majzoub August 7, 2017 $ 60,000
$ 400,000
$ 800,000
36,960
$ 34.49
$ 274,993
Gordon A. Davies August 7, 2017 $ 55,062
$ 367,076
$ 734,152
33,600
$ 34.49
$ 249,994
(2) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives” above.

(3) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 13 “Share Capital, Option Plan and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

Estimated Future Payouts
Under Equity
Incentive Plan Awards ⁽⁶⁾
All Other Stock
Awards: Number
of Securities
Underlying ⁽⁷⁾
Grant
Date Fair
Value of
Stock⁽³⁾
Name Grant Date
Threshold
(#)
Target
(#)
Maximum
(#)
Stock
(#)
Awards ($)
Mark J. Barrenechea August 7, 2017 1,252
83,470
125,205
41,730
$ 3,538,963
Madhu Ranganathan May 11, 2018 119
7,960
11,940
3,980
$ 315,057
John M. Doolittle⁽⁸⁾
August 7, 2017 N/A
N/A
N/A
N/A
N/A
Simon Harrison August 7, 2017 78
5,220
7,830
2,610
$ 221,328
Muhi Majzoub August 7, 2017 245
16,310
24,465
8,150
$ 691,379
Gordon A. Davies August 7, 2017 222
14,830
22,245
7,410
$ 628,627
(4) Represents the threshold, target and maximum estimated payouts under our LTIP 2023 PSUs for all Named Executive Officers and the threshold, target and maximum estimated payouts under Mr. Barrenechea's performance options. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP 2023” and "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO" above.

(5) Represents the estimated payouts under our LTIP 2023 RSUs and other non-LTIP related RSUs granted in Fiscal 2021. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP 2023” above.


~~(1)~~	Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2018. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Short-Term Incentives” above.


~~(2)~~	For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives” above.

~~(3)~~

Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.


~~(4)~~	~~The amounts set forth for Ms. Ranganathan's equity incentive plan awards represents a prorated amount based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.~~


~~(5)~~	The amounts set forth for Mr. Harrison's equity incentive plan awards represents a prorated amount based on the time Mr. Harrison held the position of Executive Vice President, Worldwide Sales during Fiscal 2018.


~~(6)~~	Represents the threshold, target and maximum estimated payouts under our Fiscal 2020 LTIP PSUs. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2020 LTIP” above.


~~(7)~~	Represents the estimated payouts under our Fiscal 2020 LTIP RSUs granted in Fiscal 2018. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2020 LTIP” above.


~~(8)~~	~~As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.~~

Outstanding Equity Awards at End of Fiscal ~~2018~~2021

The following table sets forth certain information regarding outstanding equity awards held by each Named Executive Officer as of June 30, ~~2018.~~2021.


		Option Awards (1)								Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Non- exercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($) (2)		Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) (3)	Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (3)
Mark J. Barrenechea	July 29, 2016	196,560	—	$	29.75	July 29, 2023
	June 1, 2017	133,334	66,666	$	32.63	June 1, 2024
	June 1, 2017	307,633	92,367	$	32.63	June 1, 2024
	August 7, 2017	141,885	47,295	$	34.49	August 7, 2024
	August 6, 2018	80,520	80,520	$	39.27	August 6, 2025
	August 5, 2019	68,253	204,757	$	38.76	August 5, 2026
	August 10, 2020	—	213,680	$	45.81	August 10, 2027
	August 10, 2020	—	750,000	$	45.81	August 10, 2027
	August 6, 2018						37,320	$	1,895,856
	August 6, 2018									74,640	$	3,791,712
	August 5, 2019						41,470	$	2,106,676
	August 5, 2019									82,940	$	4,213,352
	August 10, 2020						98,270	$	4,992,116
	August 10, 2020									76,540	$	3,888,232

Madhu Ranganathan	May 11, 2018	146,755	73,377	$	34.71	May 11, 2025
	August 6, 2018	14,300	14,300	$	39.27	August 6, 2025
	August 5, 2019	10,725	32,175	$	38.76	August 5, 2026
	August 10, 2020	—	155,054	$	45.81	August 10, 2027
	August 6, 2018						6,630	$	336,804
	August 6, 2018									13,260	$	673,608
	August 5, 2019						6,520	$	331,216
	August 5, 2019									13,030	$	661,924
	August 10, 2020						15,447	$	784,708
	August 10, 2020									17,490	$	888,492

102

Option Awards ⁽¹⁾
Stock Awards
Name Grant Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Non-
exercisable
Option
Exercise
Price ($)
Option Expiration
Date
Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾
Market Value of Shares or Units of Stock That Have Not Vested
($) ⁽²⁾
Equity Incentive
Plan Awards:
Number of
unearned
shares,
units or other
rights that have
not vested
(#) ⁽³⁾
Equity Incentive
Plan Awards:
Market or
payout value of unearned
shares,
units or other
rights that have not vested ($) ⁽³⁾
Mark J. Barrenechea August 2, 2013 135,208
—
$ 16.58
August 2, 2020
August 1, 2014 95,806
31,934
$ 27.83
August 1, 2021
January 29, 2015 200,000
200,000
$ 27.09
January 29, 2022
January 29, 2015 —
800,000
$ 27.09
January 29, 2022
July 31, 2015 114,200
114,200
$ 22.87
July 31, 2022
July 29, 2016 49,140
147,420
$ 29.75
July 29, 2023
June 1, 2017 —
600,000
$ 32.63
June 1, 2024
August 7, 2017 —
189,180
$ 34.49
August 7, 2024
August 23, 2015 65,820
$ 2,316,206

August 23, 2015 131,640
$ 4,632,412
August 14, 2016 41,600
$ 1,463,904

August 14, 2016 83,200
$ 2,927,808
August 7, 2017 41,730
$ 1,468,479

August 7, 2017 83,470
$ 2,937,309

Madhu Ranganathan May 11, 2018 —
275,000
$ 34.71
May 11, 2025
May 11, 2018 —
18,510
$ 34.71
May 11, 2025
May 11, 2018 3,980
$ 140,056

May 11, 2018 7,960
$ 280,112

John M. Doolittle September 8, 2014 3,226
75,000
$ 28.65
September 8, 2021
September 8, 2014 —
6,914
$ 28.65
September 8, 2021
July 31, 2015 —
17,480
$ 22.87
July 31, 2022


Simon Harrison													Simon Harrison	August 7, 2017	8,880	2,960	$	34.49	August 7, 2024
														November 6, 2017	60,000	40,000	$	34.48	November 6, 2024
														August 6, 2018	6,256	6,254	$	39.27	August 6, 2025
	July 29, 2016	7,310	21,930	$	29.75	July 29, 2023
	August 7, 2017	—	37,380	$	34.49	August 7, 2024
	August 23, 2015						10,080	$	354,715
	August 23, 2015									20,160	$	709,430
	August 14, 2016						4,228	$	148,783
	August 14, 2016									8,471	$	298,094

Simon Harrison	August 13, 2012	20,000	—	$	13.63	August 13, 2019
	November 2, 2012	6,504	—	$	13.19	November 2, 2019								August 5, 2019	4,875	14,625	$	38.76	August 5, 2026
	August 2, 2013	7,266	—	$	16.58	August 2, 2020								August 10, 2020	—	133,752	$	45.81	August 10, 2027
	August 7, 2017	—	11,840	$	34.49	August 7, 2024								August 6, 2018						2,900	$	147,320
	November 6, 2017	—	100,000	$	34.48	November 6, 2024								August 6, 2018									5,800	$	294,640
	August 23, 2015						8,980	$	316,006					August 5, 2019						2,960	$	150,368
	August 14, 2016						5,680	$	199,879					August 5, 2019									5,920	$	300,736
	August 7, 2017						2,610	$	91,846					August 10, 2020						12,857	$	653,136
	August 7, 2017									5,220	$	183,692		August 10, 2020									13,670	$	694,436

Muhi Majzoub	June 11, 2012	100,000	—	$	11.68	June 11, 2019							Muhi Majzoub	August 1, 2014	23,140	—	$	27.83	August 1, 2021
	November 2, 2012	18,788	—	$	13.19	November 2, 2019								July 31, 2015	37,840	—	$	22.87	July 31, 2022
	August 2, 2013	20,996	—	$	16.58	August 2, 2020								July 29, 2016	32,560	—	$	29.75	July 29, 2023
	August 1, 2014	17,356	5,784	$	27.83	August 1, 2021								August 7, 2017	27,720	9,240	$	34.49	August 7, 2024
	July 31, 2015	18,920	18,920	$	22.87	July 31, 2022								August 6, 2018	15,730	15,730	$	39.27	August 6, 2025
	July 29, 2016	8,140	24,420	$	29.75	July 29, 2023								May 7, 2019	30,000	45,000	$	40.20	May 7, 2026
	August 7, 2017	—	36,960	$	34.49	August 7, 2024								August 5, 2019	10,725	32,175	$	38.76	August 5, 2026
	August 23, 2015						10,900	$	385,571					August 10, 2020	—	127,672	$	45.81	August 10, 2027
	August 23, 2015									21,820	$	767,846		August 6, 2018						7,290	$	370,332
	August 14, 2016						6,900	$	242,811					August 6, 2018									14,580	$	740,664
	August 14, 2016									13,780	$	484,918		August 5, 2019						6,520	$	331,216
	August 7, 2017						8,150	$	286,799					August 5, 2019									13,030	$	661,924
	August 7, 2017									16,310	$	573,949		August 10, 2020						12,392	$	629,514
														August 10, 2020									13,390	$	680,212

Gordon A. Davies	August 1, 2014	—	7,154	$	27.83	August 1, 2021							Gordon A. Davies	July 29, 2016	9,580	—	$	29.75	July 29, 2023
	July 31, 2015	—	22,260	$	22.87	July 31, 2022								August 7, 2017	8,400	8,400	$	34.49	August 7, 2024
	July 29, 2016	—	28,740	$	29.75	July 29, 2023								August 6, 2018	14,300	14,300	$	39.27	August 6, 2025
	August 7, 2017	—	33,600	$	34.49	August 7, 2024								May 7, 2019	30,000	45,000	$	40.20	May 7, 2026
	August 23, 2015						12,840	$	451,840					August 5, 2019	10,725	32,175	$	38.76	August 5, 2026
	August 23, 2015									25,660	$	902,975		August 10, 2020	—	118,022	$	45.81	August 10, 2027
	August 14, 2016						8,100	$	285,039					August 6, 2018						6,630	$	336,804
	August 14, 2016									16,220	$	570,782		August 6, 2018									13,260	$	673,608
	August 7, 2017						7,410	$	260,758					August 5, 2019						6,520	$	331,216
	August 7, 2017									14,830	$	521,868		August 5, 2019									13,030	$	661,924
														August 10, 2020						11,865	$	602,742
														August 10, 2020									13,670	$	694,436

~~(1)~~

Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of 1,200,000 options granted to the CEO in Fiscal 2015 and 600,000 options granted to the CEO in Fiscal 2017. For additional detail, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO” above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2015 and Fiscal 2017.

~~(2)~~

Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2018, Fiscal 2019, and Fiscal 2020 LTIPs and other RSU grants, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives". These amounts illustrate the market value as of June 30, 2018 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $35.19.

~~(3)~~

Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2018, Fiscal 2019, and Fiscal 2020 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives", and the market value as of June 30, 2018 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $35.19.

(1) Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) 600,000 options granted to the CEO in Fiscal 2017 and performance options granted to the CEO in Fiscal 2021 assuming achievement of maximum performance level. For additional detail, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO” above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2017 and (ii) options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a 5 year period, with the first vesting date being two years from the date of grant.

(2) Represents each Named Executive Officer's target number of RSUs granted pursuant to LTIP 2021, LTIP 2022, LTIP 2023, and other non-LTIP related RSUs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives". These amounts illustrate the market value as of June 30, 2021 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $50.80.

(3) Represents each Named Executive Officer's target number of PSUs granted pursuant to the LTIP 2021, LTIP 2022, and LTIP 2023, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives". These amounts illustrate the market value as of June 30, 2021 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $50.80.

As of June 30, ~~2018,~~2021, options to purchase an aggregate of ~~7,078,435~~8,113,574 Common Shares had been previously granted (assuming maximum performance level achievement of Mr. Barrenechea's performance options) and are outstanding under our stock option plans, of which ~~2,482,288~~2,567,483 Common Shares were vested. Options to purchase an additional ~~10,893,828~~11,251,577 Common

103

Shares remain available for issuance pursuant to our stock option plans. Our outstanding options pool represents ~~2.6%~~3.0% of the Common Shares issued and outstanding as of June 30, ~~2018.~~

2021.

During Fiscal ~~2018,~~2021, the Company granted options to purchase ~~1,322,340~~3,208,209 Common Shares or ~~0.5%~~1.2% of the Common Shares issued and outstanding as of June 30, ~~2018.~~2021.

Option Exercises and Stock Vested in Fiscal ~~2018~~2021

The following table sets forth certain details with respect to each of the Named Executive Officers concerning the exercise of stock options and vesting of stock in Fiscal ~~2018:~~2021:


	Option Awards			Stock Awards (3)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Mark J. Barrenechea	551,887	$	10,885,947	103,498	$	4,288,957
Madhu Ranganathan	73,378	$	602,696	9,870	$	409,013
Simon Harrison	—	$	—	6,473	$	268,241
Muhi Majzoub	20,996	$	572,795	20,219	$	837,875
Gordon A. Davies	—	$	—	18,384	$	761,833

Option Awards
Stock Awards ⁽³⁾
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise⁽¹⁾
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized on Vesting⁽²⁾
($)
Mark J. Barrenechea 1,620,984
$ 32,092,449
107,950
$ 3,518,908
Madhu Ranganathan —
$ —
—
$ —
John M. Doolittle 260,000
$ 1,939,443
25,262
$ 813,030
Simon Harrison 10,000
$ 227,702
4,060
$ 130,894
Muhi Majzoub —
$ —
15,936
$ 513,777
Gordon A. Davies 35,936
$ 428,032
19,714
$ 635,579
(1) “Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.


~~(1)~~	~~“Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.~~


~~(2)~~	~~“Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.~~


~~(3)~~	Relates to (i) the vesting of PSUs and RSUs under our Fiscal 2017 LTIP, and (ii) the vesting of RSUs for Messrs. Barrenechea and Doolittle in accordance with the terms of their respective contractual agreements.

(2) “Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.

(3) Relates to the vesting of PSUs and RSUs under our LTIP 2020.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have entered into employment contracts with each of our Named Executive Officers. These contracts may require us to make certain types of payments and provide certain types of benefits to the Named Executive Officers upon the occurrence of any of these events:

•If the Named Executive Officer is terminated without cause; and

•If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the Named Executive Officer.

When determining the amounts and the type of compensation and benefits to provide in the event of a termination or change in control described above, we considered available information with respect to amounts payable to similarly situated officers of our peer groups and the position held by the Named Executive Officer within the Company. The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our Named Executive Officers.

Our employment agreements with our Named Executive Officers are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the Named Executive Officer. Details are set out below of each of their potential payments upon a termination by the Company without cause and upon a change in control event where there is a subsequent change in the relationship between the Company and the Named Executive Officer.

Termination Without Cause

If the Named Executive Officer is terminated without cause, we may be obligated to make payments or provide benefits to the Named Executive Officer. A termination without cause means a termination of a Named Executive Officer for any reason other than the following, each of which provides “cause” for termination:

•The failure by the Named Executive Officer to attempt in good faith to perform his duties, other than as a result of a physical or mental illness or injury;

•The Named Executive Officer's willful misconduct or gross negligence of a material nature in connection with the performance of his duties which is or could reasonably be expected to be injurious to the Company;

•The breach by the Named Executive Officer of his fiduciary duty or duty of loyalty to the Company;

•The Named Executive Officer's intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

104

•The willful performance by the Named Executive Officer of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;

•The indictment of the Named Executive Officer or a plea of guilty or nolo contender to a felony or other serious crime involving moral turpitude;

•The material breach by the Named Executive Officer of any obligation material to his employment relationship with the Company; or

•The material breach by the Named Executive Officer of the Company's policies and procedures which breach causes or could reasonably be expected to cause harm to the Company;

provided that in certain of the circumstances listed above, OpenText has given the Named Executive Officer reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination.

Change in Control

If there is a change in control of the Company and within one year of such change in control event, there is a change in the relationship between the Company and the Named Executive Officer without the Named Executive Officer's written consent, we may be obligated to provide payments or benefits to the Named Executive Officer, unless such a change is in connection with the termination of the Named Executive Officer either for cause or due to the death or disability of the Named Executive Officer.

A change in control includes the following events:

•The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;

•The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company;

•Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or

•Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period.

Examples of a change in the relationship between the Named Executive Officer and the Company where payments or benefits may be triggered following a change in control event include:

•A material diminution in the duties and responsibilities of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;

•A material reduction to the Named Executive Officer's compensation, other than a similar reduction to the compensation of similarly situated executive officers;

•A relocation of the Named Executive Officer's primary work location by more than fifty miles;

•A reduction in the title or position of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers;

None of our Named Executive Officers are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the Named Executive Officer's relationship with the Company.

Amounts Payable Upon Termination or Change in Control

~~Generally, upon termination of~~Pursuant to our employment ~~without cause or following a change in the~~agreements with our Named Executive Officer's relationship with the Company, in each case, either within twelve months of a change in control event or absent a change in control event, the Named Executive Officer is entitled to either twelve or twenty-four months of compensation, depending upon the Named Executive Officer's position, including short term incentives equal to 100% of the current year's target bonus and a pro-rated portion of the LTIP.

~~With respect to the LTIP, if the termination of employment occurs either without cause or due to a change in the nature of the relationship between the Named Executive Officer~~Officers and the ~~Company, in each case, within twelve months~~terms of ~~a change in control event, the Named Executive Officer is entitled to 100% of his LTIP.~~

With respect to options, (a) upon termination of employment without cause or following a change in the Named Executive Officer's relationship with the Company, in each case, absent a change in control event, the Named Executive Officer

is entitled to exercise those stock options which have vested as of the date of termination; and (b) upon termination of employment without cause or upon a change in the relationship between the Named Executive Officer and the Company, in each case, within twelve months of a change in control event, the Named Executive Officer is entitled to exercise 100% of all outstanding options, which are all deemed immediately vested. The Named Executive Officer shall have 90 days from the termination date to exercise vested options.

~~Further details of~~our LTIP, each Named Executive Officer’s entitlement upon termination of employment without cause or following a change in the Named Executive Officer’s relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below.

105

No Change in Control

No change in control

Base

Short term incentives ⁽¹⁾

LTIP ⁽²⁾

Options ⁽³⁾

Employee and Medical Benefits ⁽⁴⁾

Mark J. Barrenechea

Termination without cause or Change in relationship

24 months

Prorated

Vested

24 months⁽⁵⁾

Madhu Ranganathan

Termination without cause or Change in relationship

12 months

Prorated

Vested

12 months

~~John M. Doolittle~~Simon Harrison

Termination without cause or Change in relationship

12 months

Prorated

Vested

12 months

~~Simon Harrison~~Muhi Majzoub

Termination without cause or Change in relationship

12 months

Prorated

Vested

12 months

~~Muhi Majzoub~~Gordon A. Davies

Termination without cause or Change in relationship

12 months

Prorated

Vested

12 months

~~Gordon A. Davies~~

~~Termination without cause or Change in relationship~~

~~12 months~~

~~Prorated~~

~~Vested~~

~~12 months~~


~~(1)~~	~~Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.~~


~~(2)~~	LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38 month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.


~~(3)~~	Already vested as of termination date with no acceleration of unvested options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.


~~(4)~~	~~Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.~~

~~(5)~~

In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

(1)Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2)LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38 month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.

(3)Already vested as of termination date with no acceleration of unvested options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.

(4)Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(5)In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

Within 12 Months of a Change in Control

Base

Short term incentives ⁽¹⁾

LTIP

Options ⁽²⁾

Employee and Medical Benefits ⁽³⁾

Mark J. Barrenechea

Termination without cause or Change in relationship

24 months

100% Vested

24 months⁽⁴⁾

Madhu Ranganathan

Termination without cause or Change in relationship

24 months

100% Vested

24 months

~~John M. Doolittle~~Simon Harrison

Termination without cause or Change in relationship

24 months

100% Vested

24 months

~~Simon Harrison~~Muhi Majzoub

Termination without cause or Change in relationship

24 months

100% Vested

24 months

~~Muhi Majzoub~~Gordon A. Davies

Termination without cause or Change in relationship

24 months

100% Vested

24 months

~~Gordon A. Davies~~

~~Termination without cause or Change in relationship~~

~~24 months~~

~~100% Vested~~

~~24 months~~


~~(1)~~	~~Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.~~


~~(2)~~	~~For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.~~


~~(3)~~	~~Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.~~

~~(4)~~

(1)Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2)For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.

(3)Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(4)In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

In addition to the information identified above, each Named Executive Officer is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP. Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the Named Executive Officer’s entitlement and the circumstances which triggered our obligation to

106

make such payments and provide such benefits, from the date of the event which triggered our obligation. With respect to payments to Mr. Barrenechea, the Company intends to make all required payments to Mr. Barrenechea no later than two and a half months after the end of the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture.

In return for receiving the payments and the benefits described above, each Named Executive Officer must comply with certain obligations in ~~favour~~favor of the Company, including a non-disparagement obligation. Also, each Named Executive Officer is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts 6 months from the date of termination of his employment.

Any breach by a Named Executive Officer of any provision of his contractual agreements may only be waived upon the review and approval of the Board.

Quantitative Estimates of Payments upon Termination or Change in Control

Further information regarding payments to our Named Executive Officers in the event of a termination or a change in control may be found in the table below. This table sets forth the estimated amount of payments and other benefits each Named Executive Officer would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, ~~2018.~~2021. Amounts (i) potentially payable under plans which are generally available to all salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table. The values related to vesting of stock options and awards are based upon the fair market value of our Common Shares of ~~$35.19~~$50.80 per share as reported on the

NASDAQ on June 30, ~~2018,~~2021, the last trading day of our fiscal year. The other material assumptions made with respect to the numbers reported in the table below are:

•Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, as of June 30, ~~2018,~~2021, of ~~0.786589;~~0.773416;

•The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each Named Executive Officer as of June 30, ~~2018;~~2021; and

•Payments under the LTIPs are calculated as though 100% of ~~Fiscal 2020~~ LTIP 2023 (granted in Fiscal ~~2018)~~2021), ~~Fiscal 2019~~ LTIP 2022 (granted in Fiscal ~~2017)~~2020), and ~~Fiscal 2018~~ LTIP 2021 (granted in Fiscal ~~2016)~~2019) have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.

Actual payments made at any future date may vary, including the amount the Named Executive Officer would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.


Named Executive Officer		Salary ($)		Short-term Incentive Payment ($)		Gain on Vesting of LTIP and Non-LTIP RSUs ($)		Gain on Vesting of Stock Options ($)		Employee Benefits ($)			Total ($)
Mark J. Barrenechea	Termination Without Cause / Change in Relationship with no Change in Control	$	1,900,000	$	2,850,000	$	12,427,819	$	—	$	63,650	(1)	$	17,241,469
	Termination Without Cause / Change in Relationship, within 12 months following a Change in Control	$	1,900,000	$	2,850,000	$	20,887,944	$	8,120,944	$	63,650		$	33,822,538
Madhu Ranganathan	Termination Without Cause / Change in Relationship with no Change in Control	$	500,000	$	500,000	$	1,924,686	$	—	$	2,500		$	2,927,186
	Termination Without Cause / Change in Relationship, within 12 months following a Change in Control	$	1,000,000	$	1,000,000	$	3,676,752	$	2,506,621	$	5,000		$	8,188,373
Simon Harrison	Termination Without Cause / Change in Relationship with no Change in Control	$	450,000	$	450,000	$	1,009,778	$	—	$	306,840		$	2,216,618
	Termination Without Cause / Change in Relationship, within 12 months following a Change in Control	$	900,000	$	900,000	$	2,240,636	$	1,616,694	$	613,680		$	6,271,010

107

Named Executive Officer
Salary
($)
Short-term
Incentive
Payment
($)
Gain on Vesting of LTIP and Non-LTIP RSUs
($)
Gain on
Vesting of
Stock Options
($)
Employee
Benefits
($)
Total
($)
Mark J. Barrenechea Termination Without Cause / Change in Relationship with no Change in Control $ 1,900,000
$ 2,850,000
$ 9,356,614
$ —
$ 74,322
⁽¹⁾
$ 14,180,936
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 1,900,000
$ 2,850,000
$ 15,746,117
$ 12,218,837
$ 74,322
$ 32,789,276
Madhu Ranganathan Termination Without Cause / Change in Relationship with no Change in Control $ 500,000
$ 500,000
$ —
$ —
$ —
$ 1,000,000
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 1,000,000
$ 1,000,000
$ 420,169
$ 140,885
$ —
$ 2,561,054
John M. Doolittle Termination Without Cause / Change in Relationship with no Change in Control $ 498,173
$ 498,173
$ 1,290,377
$ —
$ 21,610
$ 2,308,333
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 996,346
$ 996,346
$ 1,511,023
$ 897,143
$ 43,219
$ 4,444,077
Simon Harrison Termination Without Cause / Change in Relationship with no Change in Control $ 400,000
$ 400,000
$ 425,614
$ —
$ 8,730
$ 1,234,344
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 800,000
$ 800,000
$ 791,423
$ 79,288
$ 17,460
$ 2,488,171
Muhi Majzoub Termination Without Cause / Change in Relationship with no Change in Control $ 400,000
$ 400,000
$ 1,550,434
$ —
$ 12,201
$ 2,362,635
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 800,000
$ 800,000
$ 2,739,893
$ 434,627
$ 24,401
$ 4,798,921
Gordon A. Davies Termination Without Cause / Change in Relationship with no Change in Control $ 367,075
$ 367,075
$ 1,824,027
$ —
$ 24,739
$ 2,582,916
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 734,150
$ 734,150
$ 2,993,261
$ 507,053
$ 49,478
$ 5,018,092

~~(1)~~

In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.


Muhi Majzoub	Termination Without Cause / Change in Relationship with no Change in Control	$	425,000	$	425,000	$	1,968,922	$	—	$	7,125	$	2,826,047
	Termination Without Cause / Change in Relationship, within 12 months following a Change in Control	$	850,000	$	850,000	$	3,413,862	$	1,833,542	$	14,250	$	6,961,654
Gordon A. Davies	Termination Without Cause / Change in Relationship with no Change in Control	$	398,309	$	398,309	$	1,840,257	$	—	$	9,163	$	2,646,038
	Termination Without Cause / Change in Relationship, within 12 months following a Change in Control	$	796,619	$	796,619	$	3,300,730	$	1,755,200	$	18,326	$	6,667,494

(1)In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

Director Compensation for Fiscal ~~2018~~2021

The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of OpenText for the fiscal year ended June 30, ~~2018.~~2021.


	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)			Total ($)
P. Thomas Jenkins (3)	$	195,000	$	391,037	$	—	$	—	N/A	$	—		$	586,037
Randy Fowlie (4)	$	44,070	$	370,409	$	—	$	—	N/A	$	—		$	414,479
David Fraser (5)	$	68,250	$	246,717	$	—	$	—	N/A	$	—		$	314,967
Gail E. Hamilton (6)	$	82,875	$	288,475	$	—	$	—	N/A	$	—		$	371,350
Robert Hau (7)	$	95,542	$	228,499	$	—	$	—	N/A	$	—		$	324,041
Ann M. Powell (8)	$	—	$	—	$	—	$	—	N/A	$	—		$	—
Stephen J. Sadler (9)	$	—	$	369,957	$	—	$	—	N/A	$	37,106	(15)	$	407,063
Harmit Singh (10)	$	24,375	$	309,432	$	—	$	—	N/A	$	—		$	333,807
Michael Slaunwhite (11)	$	1,609	$	414,236	$	—	$	—	N/A	$	—		$	415,845
Katharine B. Stevenson (12)	$	—	$	393,268	$	—	$	—	N/A	$	—		$	393,268
Carl Jurgen Tinggren (13)	$	—	$	8,502	$	—	$	—	N/A	$	—		$	8,502
Deborah Weinstein (14)	$	—	$	408,895	$	—	$	—	N/A	$	—		$	408,895

(1)Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan, originally effective February 2, 2010, and amended and restated in October 2018, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors' fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

(2)The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards. For a discussion of the assumptions used in this valuation, see note 13 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements. In Fiscal 2021, Messrs. Jenkins, Fowlie, Fraser, Hau, Sadler, Singh, Slaunwhite and Tinggren and Mses. Hamilton, Powell, Stevenson and Weinstein received 9,698, 9,124, 6,292, 5,893, 9,195, 7,890, 10,174, 202, 7,186, nil, 9,717, and 10,057 DSUs, respectively.

(3)As of June 30, 2021, Mr. Jenkins holds 126,594 DSUs. Mr. Jenkins serves as Chairman of the Board.

108

Fees Earned or
Paid in Cash
($) ⁽¹⁾
Stock
Awards
($) ⁽²⁾
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in Pension Value and Non-qualified
Deferred Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
P. Thomas Jenkins ⁽³⁾
$ —
$ 546,926
$ —
$ —
N/A $ —
$ 546,926
Randy Fowlie ⁽⁴⁾
$ 48,450
$ 325,407
$ —
$ —
N/A $ —
$ 373,857
Gail E. Hamilton ⁽⁵⁾
$ 84,750
$ 257,756
$ —
$ —
N/A $ —
$ 342,506
Brian J. Jackman⁽⁶⁾
$ 79,500
$ 252,010
$ —
$ —
N/A $ —
$ 331,510
Stephen J. Sadler ⁽⁷⁾
$ 2,000
$ 326,163
$ —
$ —
N/A $ 789,886
(12) $ 1,118,049
Michael Slaunwhite ⁽⁸⁾
$ 4,738
$ 365,436
$ —
$ —
N/A $ —
$ 370,174
Katharine B. Stevenson ⁽⁹⁾
$ —
$ 352,017
$ —
$ —
N/A $ —
$ 352,017
Carl Jurgen Tinggren ⁽¹⁰⁾
$ 126,250
$ 229,866
$ —
$ —
N/A $ —
$ 356,116
Deborah Weinstein ⁽¹¹⁾
$ —
$ 363,697
$ —
$ —
N/A $ —
$ 363,697

~~(1)~~

Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan became effective February 2, 2010, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

~~(2)~~

The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements. In Fiscal 2018, Messrs. Jenkins, Fowlie, Jackman, Sadler, Tinggren and Slaunwhite and Mses. Hamilton, Stevenson and Weinstein received 15,848, 9,428, 7,306, 9,460, 6,651, 10,592, 7,476, 10,199, and 10,541 DSUs, respectively.


~~(3)~~	~~As of June 30, 2018, Mr. Jenkins holds no options and 91,001 DSUs. Mr. Jenkins serves as Chairman of the Board.~~


~~(4)~~	~~As of June 30, 2018, Mr. Fowlie holds no options and 78,297 DSUs.~~


~~(5)~~	~~As of June 30, 2018, Ms. Hamilton holds no options and 61,917 DSUs.~~


~~(6)~~	~~As of June 30, 2018, Mr. Jackman holds no options and 51,354 DSUs.~~


~~(7)~~	~~As of June 30, 2018, Mr. Sadler holds no options and 73,213 DSUs.~~


~~(8)~~	~~As of June 30, 2018, Mr. Slaunwhite holds no options and 90,114 DSUs.~~


~~(9)~~	~~As of June 30, 2018, Ms. Stevenson holds no options and 71,471 DSUs.~~


~~(10)~~	~~As of June 30, 2018, Mr. Tinggren holds no options and 10,492 DSUs.~~


~~(11)~~	~~As of June 30, 2018, Ms. Weinstein holds no options and 85,506 DSUs.~~


~~(12)~~	During Fiscal 2018, Mr. Sadler received $789,886 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

(4)As of June 30, 2021, Mr. Fowlie holds 106.136 DSUs.

(5)As of June 30, 2021, Mr. Fraser holds 19,886 DSUs.

(6)As of June 30, 2021, Ms. Hamilton holds 83,843 DSUs.

(7)As of June 30, 2021, Mr. Hau holds 5,893 DSUs.

(8)Ms. Powell joined the board of directors on June 15, 2021. As of June 30, 2021, Ms. Powell holds no DSUs.

(9)As of June 30, 2021, Mr. Sadler holds 101,507 DSUs.

(10)As of June 30, 2021, Mr. Singh holds 22,799 DSUs.

(11)As of June 30, 2021, Mr. Slaunwhite holds 121,538 DSUs.

(12)As of June 30, 2021, Ms. Stevenson holds 101,546 DSUs.

(13)Mr. Tinggren retired from the board of directors effective September 14, 2020, being the date of our annual general meeting.

(14)As of June 30, 2021, Ms. Weinstein holds 116,621 DSUs.

(15)During Fiscal 2021, Mr. Sadler received $37,106 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

Directors who are salaried officers or employees receive no compensation for serving as directors. Mr. Barrenechea was the only employee director in Fiscal ~~2018.~~2021. The material terms of our director compensation arrangements are as follows:



Description			Amount and Frequency of Payment
Annual Chairman retainer fee payable to the Chairman of the Board			$200,000 per year payable following our Annual General Meeting

Annual retainer fee payable to each non-management director			$~~60,000~~70,000 per director payable following our Annual General Meeting

Annual Audit Committee retainer fee payable to each member of the Audit Committee			$25,000 per year payable at $6,250 at the beginning of each quarterly period.

Annual Audit Committee Chair retainer fee payable to the Chair of the Audit Committee			$10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Compensation Committee retainer fee payable to each member of the Compensation Committee			$15,000 per year payable at $3,750 at the beginning of each quarterly period.

Annual Compensation Committee Chair retainer fee payable to the Chair of the Compensation Committee			$10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Corporate Governance Committee retainer fee payable to each member of the Corporate Governance Committee			$8,000 per year payable at $2,000 at the beginning of each quarterly period.

Annual Corporate Governance Committee Chair retainer fee payable to the Chair of the Corporate Governance Committee			$6,000 per year payable at $1,500 at the beginning of each quarterly period.

As a result of the COVID-19 compensation adjustments discussed above, all of our non-management directors accepted a 15% reduction in cash retainer compensation fees payable, effective for the period May 15, 2020 through June 30, 2021, subject to review and modification as the situation warranted. After careful consideration and review of performance during the COVID-19 pandemic, which was above the level expected at the start of the fiscal year, the Compensation Committee and Board approved the restoration of all previously announced compensation adjustments for all Named Executive Officers and directors, including the CEO, which became effective December 1, 2020.

The Board has adopted a DSU Plan which is available to any non-management director of the Company. In Fiscal ~~2018,~~2021, certain directors elected to receive DSUs instead of a cash payment for their directors’ fees. In addition to the scheduled fee arrangements set forth in the table above, whether paid in cash or DSUs, non-management directors also receive an annual DSU grant representing the long term component of their compensation. The amount of the annual DSU grant is discretionary; however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the

109

Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies. For Fiscal ~~2018,~~2021, the annual DSU grant was approximately $225,000 for each non-management director and approximately $295,000 for the Chairman of the Board. DSUs granted as compensation for ~~directors~~directors' fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the ~~Company. During~~Company and since Fiscal ~~2018, no stock options were granted to non-management directors and~~2013 the Company has taken the position that non-management directors will receive DSUs instead of stock options where granting of equity awards is appropriate. All non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual ~~retainer, with the exception of Mr. Tinggren, who joined as a member of our Board in February 2017.~~retainer. For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above.

The Company does not have a retirement policy for its directors; however, the Company does review its director performance annually as part of its governance process.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee consist of ~~Messrs.~~Mr. Slaunwhite (Chair) and ~~Jackman~~Mses. Hamilton and ~~Ms.~~ Weinstein. None of the members of the Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein. None of our executive officers served as a member of the compensation committee of another entity (or other committee of the board of directors performing equivalent functions, or in the absence of any such committee, the entire board of directors) one of whose executive officers served as a director of ours.

Board's Role in Risk Oversight

The Board has overall responsibility for risk oversight. The Board is responsible for overseeing management’s implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls. In addition, each committee reviews and reports to the Board on risk oversight matters, as described below.

The Audit Committee oversees risks related to our accounting, financial statements and financial reporting process. On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

The Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers. The Compensation Committee assesses such risks with the review and assistance of the Company's management and the Compensation Committee's external compensation consultants.

The Corporate Governance and Nominating Committee monitors risk and potential risks with respect to the effectiveness of the Board, and considers aspects such as director succession, Board composition and the principal policies that guide the Company's overall corporate governance.

The members of each of the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee are all “independent” directors within the meaning ascribed to it in Multilateral Instrument ~~52-110-Audit~~52-110-Audit Committees as well as the listing standards of NASDAQ, and, in the case of the Audit Committee, the additional independence requirements set out by the SEC.

All of our directors are kept informed of our business through open discussions with our management team, including our CEO, who serves on our Board. The Board also receives documents, such as quarterly and periodic management reports and financial statements, as well our directors have access to all books, records and reports upon request, and members of management are available at all times to answer any questions which Board members may have.


~~Item 12.~~	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of June 30, ~~2018~~2021 regarding Common Shares beneficially owned by the following persons or companies: (i) each person or company known by us to be the beneficial owner of approximately 5% or more of our outstanding Common Shares, (ii) each director of our Company, (iii) each Named Executive Officer, and (iv) all

110

directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the Common Shares listed below have sole investment and voting power with respect to such Common Shares, subject to community property laws where applicable.

The number and percentage of shares beneficially owned as exhibited in Item 12 is based on filings made in accordance with the rules of the SEC, and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting or investment power and also any shares of Common Shares underlying options or warrants that are exercisable by that person within 60 days of June 30, ~~2018.~~2021. Unless otherwise indicated, the address of each person or entity named in the table is “care of” Open Text Corporation, 275 Frank Tompa Drive, Waterloo, Ontario, Canada, N2L 0A1.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Common Shares Outstanding
Jarislowsky, Fraser Ltd. (1) 1010 Sherbrooke St. West, Montreal QC H3A 2R7	16,333,691	6.02%
P. Thomas Jenkins (2)	2,377,767	*
Mark J. Barrenechea (3)	2,147,655	*
Michael Slaunwhite (4)	793,870	*
Muhi Majzoub (5)	306,706	*
Randy Fowlie (6)	304,316	*
Stephen J. Sadler (7)	230,687	*
Madhu Ranganathan (8)	209,015	*
Gordon A. Davies (9)	171,446	*
Katharine B. Stevenson (10)	147,356	*
Deborah Weinstein (11)	130,801	*
Simon Harrison (12)	117,275	*
Gail E. Hamilton (13)	78,033	*
Harmit Singh (14)	16,979	*
David Fraser (15)	14,066	*
Robert Hau (16)	73	*
Ann M. Powell (17)	—	*
All executive officers and directors as a group (18)	7,228,707	2.64%

* Less than 1%

(1) Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC. The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2021.

(2) Includes 2,258,804 Common Shares owned and 118,963 deferred stock units (DSUs) which are exercisable.

(3) Includes 1,010,242 Common Shares owned, 928,185 options which are exercisable and 209,228 options which will become exercisable within 60 days of June 30, 2021.

(4) Includes 678,152 Common Shares owned and 115,718 DSUs which are exercisable.

(5) Includes 91,813 Common Shares owned, 177,715 options which are exercisable and 37,178 options which will become exercisable within 60 days of June 30, 2021.

(6) Includes 204,000 Common Shares owned and 100,316 DSUs which are exercisable.

(7) Includes 135,000 Common Shares owned and 95,687 DSUs which are exercisable.

(8) Includes 7,150 Common Shares owned, 171,780 options which are exercisable and 30,085 options which will become exercisable within 60 days of June 30, 2021.

(9) Includes 62,626 Common Shares owned, 73,005 options which are exercisable and 35,815 options which will become exercisable within 60 days of June 30, 2021.

(10) Includes 51,630 Common Shares owned and 95,726 DSUs which are exercisable.

(11) Includes 20,000 Common Shares owned and 110,801 DSUs which are exercisable.

(12) Includes 16,762 Common Shares owned, 80,011 options which are exercisable and 20,502 options which will become exercisable within 60 days of June 30, 2021.

(13) Includes 10 Common Shares owned and 78,023 DSUs which are exercisable.

(14) Includes 16,979 DSUs which are exercisable.

(15) Includes 14,066 DSUs which are exercisable.

(16) Includes 73 DSUs which are exercisable.

(17) Ms. Powell joined the Board of Directors on June 15, 2021. As of June 30, 2021, Ms. Powell holds no DSUs.

111

Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Common
Shares Outstanding
Caisse de Depot et Placement du Quebec (1)
1000 Place Jean-Paul Riopelle, Montreal H2Z 2B3 18,056,800
6.75%
Jarislowsky, Fraser Ltd. (1)
1010 Sherbrooke St. West, Montreal QC H3A 2R7
16,972,231
6.34%
P. Thomas Jenkins (2) 4,280,572
1.59%
Mark J. Barrenechea (3) 1,410,789
*
Michael Slaunwhite (4) 516,805
*
Randy Fowlie (5) 297,788
*
Muhi Majzoub (6) 269,476
*
Stephen J. Sadler (7) 216,704
*
Katharine B. Stevenson (8) 119,402
*
Brian Jackman (9) 117,245
*
Deborah Weinstein (10) 98,997
*
Gail E. Hamilton (11) 69,408
*
Gordon A. Davies (12) 65,596
*
John M. Doolittle (13) 55,792
*
Simon Harrison (14) 49,444
*
Carl Jürgen Tinggren (15) 3,983
*
Madhu Ranganathan —
*
All executive officers and directors as a group (16) 8,007,452
2.97%


*	~~Less than 1%~~


~~(1)~~	Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC. The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2018.


~~(2)~~	~~Includes 4,198,104 Common Shares owned and 82,468 deferred stock units (DSUs) which are exercisable.~~


~~(3)~~	~~Includes 630,966 Common Shares owned, 594,354 options which are exercisable and 185,469 options which will become exercisable within 60 days of June 30, 2018.~~


~~(4)~~	~~Includes 433,200 Common Shares owned and 83,605 DSUs which are exercisable.~~


~~(5)~~	~~Includes 226,000 Common Shares owned and 71,788 DSUs which are exercisable.~~


~~(6)~~	~~Includes 52,652 Common Shares owned, 184,200 options which are exercisable and 32,624 options which will become exercisable within 60 days of June 30, 2018.~~


~~(7)~~	~~Includes 150,000 Common Shares owned and 66,704 DSUs which are exercisable.~~


~~(8)~~	~~Includes 54,440 Common Shares owned and 64,962 DSUs which are exercisable.~~


~~(9)~~	~~Includes 72,400 Common Shares owned and 44,845 DSUs which are exercisable.~~


~~(10)~~	~~Includes 20,000 Common Shares owned and 78,997 DSUs which are exercisable.~~


~~(11)~~	~~Includes 14,000 Common Shares owned and 55,408 DSUs which are exercisable.~~


~~(12)~~	~~Includes 29,332 Common Shares owned and 36,264 options which will become exercisable within 60 days of June 30, 2018.~~


~~(13)~~	~~Includes 19,861 Common Shares owned, 10,536 options which are exercisable and 25,395 options which will become exercisable within 60 days of June 30, 2018.~~


~~(14)~~	~~Includes 12,714 Common Shares owned, 33,770 options which are exercisable and 2,960 options which will become exercisable within 60 days of June 30, 2018.~~


~~(15)~~	~~Includes 3,983 DSUs which are exercisable.~~


~~(16)~~	~~Includes 5,957,993 Common Shares owned, 1,155,403 options which are exercisable, 341,296 options which will become exercisable within 60 days of June 30, 2018, and 552,760 DSUs which are exercisable.~~

(18) Includes 4,558,684 Common Shares owned, 1,535,793 options which are exercisable, 387,878 options which will become exercisable within 60 days of June 30, 2021, and 746,352 DSUs which are exercisable.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth summary information relating to our various stock compensation plans as of June 30, ~~2018:~~2021:

Plan Category

Number of securities

to be issued upon exercise

of outstanding options,

warrants, and rights

Weighted average

exercise price

of outstanding options,

warrants, and rights

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in column a)

Plan Category

Number of securities

to be issued upon exercise

of outstanding options,

warrants, and rights

Weighted average

exercise price

of outstanding options,

warrants, and rights

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in column a)

(a)

(b)

(c)

(a)

(b)

(c)

Equity compensation plans approved by security holders:

7,078,435

$28.41

10,893,828

Equity compensation plans approved by security holders:

8,113,574

$40.16

11,251,577

Equity compensation plans not approved by security holders :

Equity compensation plans not approved by security holders:

Under deferred stock unit awards

613,365

N/A

—

Under deferred stock unit awards

806,363

N/A

—

Under performance stock unit awards

515,437

N/A

—

Under performance stock unit awards

688,462

N/A

—

Under restricted stock unit awards

814,220

N/A

—

Under restricted stock unit awards

1,045,518

N/A

—

Total

9,021,457

N/A

10,893,828

Total

10,653,917

11,251,577

For more information regarding stock compensation plans, please refer to note 1213 "Share Capital, Option Plans and Share-Based Payments" to our Consolidated Financial Statements ~~under Part IV, Item 15 of~~within this Annual Report on Form 10-K.


~~Item 13.~~	~~Certain Relationships and Related Transactions, and Director Independence~~

Item 13.Certain Relationships and Related Transactions, and Director Independence

Related Transactions Policy and Director Independence

We have adopted a written policy that all transactional agreements between us and our officers, directors and affiliates will be first approved by a majority of the independent directors. Once these agreements are approved, payments made pursuant to the agreements are approved by the members of our Audit Committee.

Our procedure regarding the approval of any related party transaction is that the material facts of such transaction shall be reviewed by the independent members of our Audit Committee and the transaction approved by a majority of the independent members of our Audit Committee. The Audit Committee reviews all transactions wherein we are, or will be a participant and any related party has or will have a direct or indirect interest. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate: whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person's interest in the transaction; the benefits to the company of the proposed transaction; if applicable, the effects on a director's independence; and if applicable, the availability of other sources of comparable services or products.

The Board has determined that all directors, except Messrs. Barrenechea and Sadler, meet the independence requirements under the NASDAQ Listing Rules and qualify as “independent directors” under those Listing Rules. Mr. Barrenechea is not considered independent by virtue of being our Vice ~~Chairman,~~Chair, Chief Executive Officer and Chief Technology Officer. See “Transactions with Related Persons” below with respect to payments made to Mr. Sadler. Each of the members of our Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee is an independent director.

Transactions With Related Persons

One of our directors, Mr. Sadler, received consulting fees for assistance with acquisition-related business activities pursuant to a consulting agreement with the Company. Mr. Sadler's consulting agreement, which was adopted by way of Board resolution effective July 1, 2011, is for an indefinite period. The material terms of the agreement are as follows: Mr. Sadler is paid at the rate of Canadian dollars (CAD) $450 per hour for services relating to his consulting agreement. In addition, he is eligible to receive a bonus fee equivalent to 1.0% of the acquired company's revenues, up to CAD $10.0 million in revenue, plus an additional amount of 0.5% of the acquired company's revenues above CAD $10.0 million. The total bonus fee payable, for any given fiscal year, is subject to an annual limit of CAD $450,000 per single acquisition and an aggregate annual limit of CAD $980,000. The acquired company's revenues, for this purpose, is equal to the acquired company's revenues for the 12 months prior to the date of acquisition.

112

During Fiscal ~~2018,~~2021, Mr. Sadler received ~~approximately~~ CAD ~~$1.0 million~~$48.0 thousand in consulting fees from OpenText (equivalent to ~~$0.8 million~~$37.1 thousand USD), ~~inclusive~~none of ~~CAD $980 thousand~~which represented bonus fees for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.


~~Item 14.~~	~~Principal Accountant Fees and Services~~

Item 14. Principal Accountant Fees and Services

The aggregate fees for professional services rendered by our independent registered public accounting firm, KPMG LLP, for Fiscal ~~2018~~2021 and Fiscal ~~2017~~2020 were:


	Year ended June 30,
(In thousands)	2021		2020
Audit fees (1)	$	5,306	$	5,362
Audit-related fees (2)	41		257
Tax fees (3)	7		52
All other fees (4)	—		—
Total	$	5,354	$	5,671

Year ended June 30,
(In thousands) 2018 2017
Audit fees (1) $ 4,701
$ 4,269
Audit-related fees (2) —
166
Tax fees (3) 116
98
All other fees (4) 101
9
Total $ 4,918
$ 4,542
(1) Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions, and (d) annual statutory audits where applicable.

~~(1)~~

Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions and offering documents, and (d) annual statutory audits where applicable.


~~(2)~~	~~Audit-related fees were primarily for assurance and related services, such as the review of non-periodic filings with the SEC.~~


~~(3)~~	~~Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.~~


~~(4)~~	~~All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.~~

(2) Audit related fees were primarily for assurance and related services, such as the review of offering documents and non-periodic filings with the SEC.

(3) Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(4) All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

OpenText's Audit Committee has established a policy of reviewing, in advance, and either approving or not approving, all audit, audit-related, tax and other non-audit services that our independent registered public accounting firm provides to us. This policy requires that all services received from our independent registered public accounting firm be approved in advance by the Audit Committee or a delegate of the Audit Committee. The Audit Committee has delegated the pre-approval responsibility to the Chair of the Audit Committee. All services that KPMG LLP provided to us in Fiscal ~~2018~~2021 and Fiscal ~~2017~~2020 have been pre-approved by the Audit Committee.

The Audit Committee has determined that the provision of the services as set out above is compatible with the maintaining of KPMG LLP's independence in the conduct of its auditing functions.

113

~~PART~~

Part IV

Item 15. Exhibits and Financial ~~Statements~~Statement Schedules

(a) Financial Statements and Schedules



Index to Consolidated Financial Statements and Supplementary Data (Item 8)			Page Number
Report of Independent Registered Public Accounting Firm			~~110~~119
Report of Independent Registered Public Accounting Firm			~~111~~121
Consolidated Balance Sheets as of June 30, ~~2018~~2021 and ~~2017~~2020			~~112~~122
Consolidated Statements of Income for the years ended June 30, ~~2018, 2017,~~2021, 2020, and ~~2016~~2019			~~113~~123
Consolidated Statements of Comprehensive Income for the years ended June 30, ~~2018, 2017,~~2021, 2020, and ~~2016~~2019			~~114~~124
Consolidated Statements of Shareholders' Equity for the years ended June 30, ~~2018, 2017,~~2021, 2020, and ~~2016~~2019			~~115~~125
Consolidated Statements of Cash Flows for the years ended June 30, ~~2018, 2017,~~2021, 2020, and ~~2016~~2019			~~116~~126
Notes to Consolidated Financial Statements			~~117~~128

(b) The following documents are filed as a part of this report:

1) Consolidated financial statements and Reports of Independent Registered Public Accounting Firm and the related notes thereto are included ~~under Item 8,~~ in Part ~~II.~~II, Item 8.

2) Valuation and Qualifying Accounts; see note 34 "Allowance for ~~Doubtful Accounts"~~Credit Losses" and note 1415 "Income Taxes" in the Notes to Consolidated Financial Statements included ~~under Item 8,~~ in Part ~~II.~~II, Item 8.

3) Exhibits: The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated by reference to exhibits previously filed with the SEC.



Exhibit Number						Description of Exhibit
2.1						Agreement and Plan of Merger between Open Text Corporation, EPIC Acquisition Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of OpenText and EasyLink Services International Corporation dated May 1, 2012. (14)
2.2						Agreement and Plan of Merger, dated as of November 4, 2013, among Open Text Corporation, Ocelot Merger Sub, Inc., GXS Group, Inc. and the stockholders' representative named therein. (20)
2.3						Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, and Global Acquisition LLC. (20)
2.4						Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, CCG Investment Fund, L.P., CCG Associates - QP, LLC, CCG Investment Fund - AI, LP, CCG AV, LLC - Series A, CCG AV, LLC - Series C and CCG CI, LLC. (20)
2.5						Agreement and Plan of Merger, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and Actuate. (24)
2.6						Agreement and Plan of Merger, dated September 12, 2016, by and among Open Text Corporation, EMC Corporation, EMC International Company, and EMC (Benelux) B.V. (26)
~~3.1~~2.7						Agreement and Plan of Merger, dated November 10, 2019, by and among Open Text Corporation, Coral Merger Sub Inc. and Carbonite, Inc. (39 )
3.1						Articles of Amalgamation of the Company. (1)
3.2						Articles of Amendment of the Company. (1)
3.3						Articles of Amendment of the Company. (1)
3.4						Articles of Amalgamation of the Company. (1)
3.5						Articles of Amalgamation of the Company, dated July 1, 2001. (2)
3.6						Articles of Amalgamation of the Company, dated July 1, 2002. (3)
3.7						Articles of Amalgamation of the Company, dated July 1, 2003. (4)
3.8						Articles of Amalgamation of the Company, dated July 1, 2004. (5)
3.9						Articles of Amalgamation of the Company, dated July 1, 2005. (6)
3.10						Articles of Continuance of the Company, dated December 29, 2005. (7)
3.11						By-Law 1 of Open Text Corporation. ~~(39)~~(3 7 )

114


4.1						Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 . (4 4 )
~~4.1~~4.2						Form of Common Share Certificate. (1)


4.3
~~4.2~~	Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 23, 2016. (19)
~~4.3~~4.4		Registration Rights Agreement, dated as of November 4, 2013, by and among Open Text Corporation and the principal stockholders named therein, and for the benefit of the holders (as defined therein). (20)
~~4.4~~4.5		Indenture, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank, N.A.), as U.S. trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (including form of 5.625% Senior Notes due 2023). (27)
~~4.5~~4.6		Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (including form of 5.875% Senior Notes due 2026). ~~(30)~~(29 )
~~4.6~~4.7		Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.625% Senior Notes due 2023, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. ~~(31)~~(3 0 )
~~4.7~~4.8		Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.875% Senior Notes due 2026, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. ~~(31)~~(3 0 )
10.1*4.9		Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 4, 201 9 . (4 0 )
4.10		Indenture (including form of Note), dated as of April 4, 2017, by and between Carbonite, Inc. and U.S. Bank National Association, as trustee . (4 1 )
4.11		First Supplemental Indenture, dated as of December 24, 2019, by and between Carbonite, Inc. and U.S. Bank National Association, as trustee . (4 1 )
4.12		Indenture, dated as of February 18, 2020, between Open Text Corporation and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee . (4 2 )
4.13		Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc. and the Bank of NY Mellon, as U.S. Trustee, and BNY Trust Company of Canada, as Canadian trustee . (4 2 )
4.14		Open Text Corporation 2004 Stock Option Plan, as amended and restated on September 14, 2020 .(4 6 )
4.15		Open Text Corporation 2004 Employee Stock Purchase Plan, as amended and restated on September 14, 2020 .(46)
10.1*		1998 Stock Option Plan. (8)
10.2*		Form of Indemnity Agreement between the Company and certain of its officers dated September 7, 2006. (9)
10.3*		Consulting Agreement between Steven Sadler and SJS Advisors Inc. and the Company, dated May 3, 2005. (10)
10.4*		~~Open Text~~OpenText Corporation Directors' Deferred Share Unit Plan, ~~effective February 2, 2010.~~as amended and restated October 30, 2018 . (11)
10.5		Amended and Restated Credit Agreement among Open Text Corporation and certain of its subsidiaries, the Lenders, Barclays Bank PLC, Royal Bank of Canada, Barclays Capital and RBC Capital Markets, dated as of November 9, 2011. (12)
10.6*		OpenText Corporation 2004 Stock Option Plan, as amended and restated September ~~26,~~2 3 , 2016. (15)
10.7*		OpenText Corporation Long-Term Incentive Plan 2015 for eligible employees, effective October 3, 2012. (16)
10.8*		Employment Agreement, dated October 30, 2012 between Mark Barrenechea and the Company. (16)
10.9*		Amendment No. 1 to the Employment Agreement between Mark J. Barrenechea and the Company dated January 24, 2013 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). (17)
10.10*		Employment Agreement, as of December 19, 2012, between Gordon A. Davies and the Company. (18)
10.11		Commitment Letter, dated as of November 4, 2013, by and among Barclays Bank PLC, Royal Bank of Canada and Open Text Corporation. (20)
10.12		First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security and Pledge Agreement, dated as of December 16, 2013, between Open Text ULC, as term borrower, Open Text ULC, Open Text Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. (21)

115


10.13		Credit Agreement, dated as of January 16, 2014, among Open Text Corporation, as guarantor, Ocelot Merger Sub, Inc., which on January 16, 2014 merged with and into GXS Group, Inc. which survived such merger, as borrower, the other domestic guarantors party thereto, the lenders named therein, as lenders, Barclays Bank PLC, as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets, as lead arrangers and joint bookrunners. (22)
10.14		Second Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2014, between Open Text ULC, as term borrower, Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. (25)
10.15		Tender and Voting Agreement, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and certain stockholders of Actuate. (24)
10.16*		Employment Agreement, dated November 30, 2012, between Muhi Majzoub and the Company. (23)
10.17*		~~Employment Agreement, dated July 30, 2014, between John M. Doolittle and the Company. (23)~~
10.18*	Amendment No. 2 to the Employment Agreement between Mark J. Barrenechea and the Company dated July 30, 2014 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). (23)
10.2010.18		~~Employment Agreement, dated October 13, 2014, between David Jamieson and the Company. (28)~~
10.22*	Amended and Restated Employee Stock Purchase Plan ~~(29)~~. (2 8 )


10.19
~~10.23~~	Repricing Amendment and Amendment No. 2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent. ~~(32)~~(3 1 )
~~10.24~~10.20		Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 5, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. ~~(33)~~(3 2 )
10.2510.21		Amendment No. 3 to the Employment Agreement between Mark J. Barrenechea and the Company dated June 1, 2017 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). ~~(34)~~(3 3 )
10.26*10.22		~~Employment Agreement, dated January 2, 2014, between George Schulze and the Company (35)~~
~~10.27~~	Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of September 6, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. ~~(36)~~(3 4 )
10.2810.23		Employment Agreement, dated January 30, 2018, among the Company, Open Text Inc. and Madhu Ranganathan ~~(37)~~. (3 5 )
~~10.29~~10.24		Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent ~~(38)~~. (3 6 )
~~10.30~~10.25		Third Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender. ~~(38)~~(3 6 )
10.3110.26		Employment Agreement, dated October 1, 2017, between Simon (Ted) Harrison and the Company . (38 )
~~12.1~~10.27		~~Statement~~Fourth Amended and Restated Credit Agreement dated as of ~~Computation~~October 31, 2019, by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of ~~Ratios~~the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of ~~Earnings to Combined Fixed Charges and Preferences~~Canada as documentary credit lender . (4 3 )
~~18.1~~10.28*		Amendment No. 4 to the Employment Agreement between Mark J. Barrenechea and the Company dated August 14, 2020 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012, as amended). (4 5 )
18.1		Preferability letter dated February 2, 2012 from the Company's auditors, KPMG LLP, regarding a change in the Company's accounting policy relating to the income statement classification of tax related interest and penalties. (13)
21.1		List of the Company's Subsidiaries.
23.1		Consent of Independent Registered Public Accounting Firm.
31.1		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

116


101.INS						XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL taxonomy extension schema.
101.CAL						Inline XBRL taxonomy extension calculation linkbase.
101.DEF						Inline XBRL taxonomy extension definition linkbase.
101.LAB						Inline XBRL taxonomy extension label linkbase.
101.PRE						Inline XBRL taxonomy extension presentation.

* Indicates management contract relating to compensatory plans or arrangements


~~(1)~~	Filed as an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.


~~(2)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.~~


~~(3)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.~~


~~(4)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.~~


~~(5)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.~~


~~(6)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.~~


~~(7)~~	~~Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.~~


~~(8)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.~~


~~(9)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.~~


~~(10)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.~~


~~(11)~~	~~Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on April 30, 2010 and incorporated herein by reference.~~


~~(12)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.~~


~~(13)~~	~~Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.~~


~~(14)~~	~~Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.~~


~~(15)~~	~~Filed as an exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on November 4, 2016, and incorporated herein by reference.~~


~~(16)~~	~~Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference.~~


~~(17)~~	~~Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference.~~


~~(18)~~	~~Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference.~~


~~(19)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 23, 2016 and incorporated herein by reference.~~


~~(20)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.~~


~~(21)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.~~


~~(22)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.~~

(1) Filed as an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.

(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.

(3) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.

(4) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.

(5) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.

(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.

(7) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.

(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.

(9) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.

(10) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.

(11) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on January 31, 2019 and incorporated herein by reference.

(12) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.

(13) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.

(14) Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.

(15) Filed as an exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on November 4, 2016, and incorporated herein by reference.

(16) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference.

(17) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference.

(18) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference.

(19) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 23, 2016 and incorporated herein by reference.

(20) Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.

(21) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.

(22) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.

(23)Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on July 31, 2014 and incorporated herein by reference.


~~(24)~~	~~Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 5, 2014 and incorporated herein by reference.~~

117

(24) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 5, 2014 and incorporated herein by reference.

(25) Filed as an exhibit to the Company's Current Report on Form 8-K, as fined with the SEC on December 23, 2014 and incorporated herein by reference.

(26) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 13, 2016 and incorporated herein by reference.

(27) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 15, 2015 and incorporated herein by reference.

(28) Filed as an ~~Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on July 29, 2015 and incorporated herein by reference.~~

~~(29) Filed as an~~ exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on October 2, 2015 and incorporated herein by reference.

~~(30)~~(29) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May 31, 2016 and incorporated herein by reference.

~~(31)~~(30) Filed as an Exhibit to the Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-3, as filed with the SEC on December 12, 2016 and incorporated herein by reference.

~~(32)~~(31) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 22, 2017 and incorporated herein by reference.

~~(33)~~(32) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on May 8, 2017 and incorporated herein by reference.

~~(34)~~(33) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on June 6, 2017 and incorporated herein by reference.

~~(35) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 3, 2017 and incorporated herein by reference.~~

~~(36)~~(34) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on November 2, 2017 and incorporated herein by reference.

~~(37)~~(35) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 1, 2018 and incorporated herein by reference.

~~(38)~~(36) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May 30, 2018 and incorporated herein by reference.

~~(39)~~(37) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 26, 2013 and incorporated herein by reference.

(38) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 2, 2018 and incorporated herein by reference.

(39) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 12, 2019 and incorporated herein by reference.

(40) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 4, 2019 and incorporated herein by reference.

(41) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on January 30, 2020 and incorporated herein by reference.

(42) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 18, 2020 and incorporated herein by reference.

(43) Filed as an Exhibit to Company's Current Report on Form 8-K, as filed with the SEC on November 5, 2019 and incorporated herein by reference.

(44) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2019 and incorporated herein by reference.

(45) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on August 14, 2020 and incorporated herein by reference.

(46) Filed as an Exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on September 30, 2020 and incorporated herein by reference.

118

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

of Open Text ~~Corporation:~~Corporation

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of Open Text Corporation (the Company) as of June 30, ~~2018~~2021 and ~~2017,~~2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period ended June 30, ~~2018,~~2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2018~~2021 and ~~2017,~~2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended June 30, ~~2018,~~2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, ~~2018,~~2021, based on criteria established in Internal Control -– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August ~~1, 2018~~4, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, in the year ended June 30, 2021, Open Text Corporation adopted the new accounting standard, "Financial Instruments – Credit Losses" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings. In the year ended June 30, 2020, Open Text Corporation adopted the new accounting standard, "Leases" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the determination of standalone selling prices of revenue performance obligations for customer contracts with a software license

As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company generally sells or licenses its software in combination with other products and services such as customer support and professional services. The accounting for customer contracts with a software license requires an allocation of the transaction price to each distinct performance obligation based on the determination of the standalone selling price (SSP). SSP for a performance obligation in a customer contract is an estimate of the price that would be charged for the specific product or service if it was sold separately in similar circumstances and to similar customers. This estimate determines the allocation of the transaction price and affects the amount and timing of revenue recognized for each performance obligation in a customer contract. SSP is estimated based on the impact of geographic or regional specific factors, profit objectives and pricing practices for different performance obligations.

119

~~/s/ KPMG LLP~~

~~Chartered Professional Accountants, Licensed Public Accountants~~

~~We have served as the Company's auditor since 2001.~~

~~Toronto, Canada~~

~~August 1, 2018~~

We identified the evaluation of the determination of the SSP of revenue performance obligations for customer contracts with a software license as a critical audit matter. A higher degree of auditor judgment was required to evaluate the methodology used to establish SSP for each performance obligation which could be offered in a customer contract.

The primary procedures we performed to address this critical audit matter included the following. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the methodology used to determine SSP for identified performance obligations in customer contracts which include a software license. We evaluated the methodology used to determine SSP based on current pricing patterns in relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices observed in the industry. We inspected a selection of contracts from the SSP population and compared attributes such as price and employee consultant level to historical information. For a sample of software license contracts with multiple performance obligations, we tested that the determined SSP was correctly applied in the allocation of the transaction price to each performance obligation.

Assessment of uncertain tax positions

As discussed in Note 2 and Note 15 to the consolidated financial statements, the Company has recognized uncertain tax positions including associated interest and penalties. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations. Accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized.

We identified the assessment of uncertain tax positions as a critical audit matter. The assessment of tax exposures and the ultimate resolution of uncertain tax positions requires a higher degree of auditor judgment in evaluating the Company’s interpretation of, and compliance with, tax law globally across multiple jurisdictions.

The primary procedures we performed to address this critical audit matter included the following. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to assess uncertain tax positions, including controls related to the interpretation of tax law and identification of uncertain tax positions, the evaluation of which of the Company’s tax positions may not be sustained upon audit and the estimation of exposures associated with uncertain tax positions. We involved domestic and international tax professionals with specialized skills and knowledge who assisted in assessing filed tax positions and transfer pricing studies, and evaluating the Company’s interpretation of tax law and its assessment of certain tax uncertainties and expected outcomes, including, if applicable, the measurement thereof, by reading advice obtained from the Company’s external specialists and correspondence with taxation authorities.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

We have served as the Company’s auditor since 2001.

Toronto, Canada

August 4, 2021

120

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

of Open Text Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Open Text Corporation’s ~~(the Company)~~ internal control over financial reporting as of June 30, ~~2018,~~2021, based on criteria established inInternal Control -– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, ~~the Company~~Open Text Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, ~~2018,~~2021, based on criteria established in Internal Control -– Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, ~~2018~~2021 and ~~2017,~~2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, ~~2018,~~2021, and the related notes (collectively, the consolidated financial statements), and our report dated August ~~1, 2018~~4, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in ~~the accompanying~~this Annual Report on Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

August 4, 2021

121

~~/s/ KPMG LLP~~

~~Chartered Professional Accountants, Licensed Public Accountants~~

~~Toronto, Canada~~

~~August 1, 2018~~

OPEN TEXT CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

June 30, 2018 June 30, 2017
ASSETS
Cash and cash equivalents $ 682,942
$ 443,357
Accounts receivable trade, net of allowance for doubtful accounts of $9,741 as of June 30, 2018 and $6,319 as of June 30, 2017 (note 3) 487,956
445,812
Income taxes recoverable (note 14) 55,623
32,683
Prepaid expenses and other current assets 101,059
81,625
Total current assets 1,327,580
1,003,477
Property and equipment (note 4) 264,205
227,418
Goodwill (note 5) 3,580,129
3,416,749
Acquired intangible assets (note 6) 1,296,637
1,472,542
Deferred tax assets (note 14) 1,122,729
1,215,712
Other assets (note 7) 111,267
93,763
Deferred charges (note 8) 38,000
42,344
Long-term income taxes recoverable (note 14) 24,482
8,557
Total assets $ 7,765,029
$ 7,480,562
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (note 9) $ 302,154
$ 342,120
Current portion of long-term debt (note 10) 10,000
182,760
Deferred revenues 644,211
570,328
Income taxes payable (note 14) 38,234
31,835
Total current liabilities 994,599
1,127,043
Long-term liabilities:
Accrued liabilities (note 9) 52,827
50,338
Deferred credits (note 8) 2,727
5,283
Pension liability (note 11) 65,719
58,627
Long-term debt (note 10) 2,610,523
2,387,057
Deferred revenues 69,197
61,678
Long-term income taxes payable (note 14) 172,241
162,493
Deferred tax liabilities (note 14) 79,938
94,724
Total long-term liabilities 3,053,172
2,820,200
Shareholders’ equity:
Share capital and additional paid-in capital (note 12)
267,651,084 and 264,059,567 Common Shares issued and outstanding at June 30, 2018 and June 30, 2017, respectively; authorized Common Shares: unlimited 1,707,073
1,613,454
Accumulated other comprehensive income 33,645
48,800
Retained earnings 1,994,235
1,897,624
Treasury stock, at cost (690,336 shares at June 30, 2018 and 1,101,612 at June 30, 2017, respectively) (18,732 ) (27,520 )
Total OpenText shareholders' equity 3,716,221
3,532,358
Non-controlling interests 1,037
961
Total shareholders’ equity 3,717,258
3,533,319
Total liabilities and shareholders’ equity $ 7,765,029
$ 7,480,562


	June 30, 2021		June 30, 2020
ASSETS
Cash and cash equivalents	$	1,607,306	$	1,692,850
Accounts receivable trade, net of allowance for credit losses of $22,151 as of June 30, 2021 and $20,906 as of June 30, 2020 (note 1 and note 4)	438,547		466,357
Contract assets (note 3)	25,344		29,570
Income taxes recoverable (note 15)	32,312		61,186
Prepaid expenses and other current assets (note 9)	98,551		136,436
Total current assets	2,202,060		2,386,399
Property and equipment (note 5)	233,595		244,555
Operating lease right of use assets (note 6)	234,532		207,869
Long-term contract assets (note 3)	19,222		15,427
Goodwill (note 7)	4,691,673		4,672,356
Acquired intangible assets (note 8)	1,187,260		1,612,564
Deferred tax assets (note 15)	796,738		911,565
Other assets (note 9)	208,894		154,467
Long-term income taxes recoverable (note 15)	35,362		29,620
Total assets	$	9,609,336	$	10,234,822
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (note 10)	$	423,592	$	373,314
Current portion of long-term debt (note 11)	10,000		610,000
Operating lease liabilities (note 6)	58,315		64,071
Deferred revenues (note 3)	852,629		812,218
Income taxes payable (note 15)	17,368		44,630
Total current liabilities	1,361,904		1,904,233
Long-term liabilities:
Accrued liabilities (note 10)	28,830		34,955
Pension liability (note 12)	74,511		73,129
Long-term debt (note 11)	3,578,859		3,584,311
Long-term operating lease liabilities (note 6)	224,453		217,165
Long-term deferred revenues (note 3)	98,989		94,382
Long-term income taxes payable (note 15)	34,113		171,200
Deferred tax liabilities (note 15)	108,224		148,738
Total long-term liabilities	4,147,979		4,323,880
Shareholders’ equity:
Share capital and additional paid-in capital (note 13)
271,540,755 and 271,863,354 Common Shares issued and outstanding at June 30, 2021 and June 30, 2020, respectively; authorized Common Shares: unlimited	1,947,764		1,851,777
Accumulated other comprehensive income (note 21)	66,238		17,825
Retained earnings	2,153,326		2,159,396
Treasury stock, at cost (1,567,664 and 622,297 shares at June 30, 2021 and June 30, 2020, respectively)	(69,386)		(23,608)
Total OpenText shareholders' equity	4,097,942		4,005,390
Non-controlling interests	1,511		1,319
Total shareholders’ equity	4,099,453		4,006,709
Total liabilities and shareholders’ equity	$	9,609,336	$	10,234,822

Guarantees and contingencies (note ~~13)~~14)

Related party transactions (note ~~22)~~25)

Subsequent ~~events~~event (note ~~23)~~26)

See accompanying Notes to Consolidated Financial Statements

122

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)


											Year Ended June 30,
	Year Ended June 30,										2021		2020		2019
	2018			2017			2016
Revenues:
License	$	437,512		$	369,144		$	283,710
Revenues (note 3):										Revenues (note 3):
Cloud services and subscriptions	828,968			705,495			601,018			Cloud services and subscriptions	$	1,407,445	$	1,157,686	$	907,812
Customer support	1,232,504			981,102			746,409			Customer support	1,334,062		1,275,586		1,247,915
License										License	384,711		402,851		428,092
Professional service and other	316,257			235,316			193,091			Professional service and other	259,897		273,613		284,936
Total revenues	2,815,241			2,291,057			1,824,228			Total revenues	3,386,115		3,109,736		2,868,755
Cost of revenues:										Cost of revenues:
License	13,693			13,632			10,296
Cloud services and subscriptions	364,091			300,255			244,021			Cloud services and subscriptions	481,818		449,940		383,993
Customer support	134,089			122,753			89,861			Customer support	122,753		123,894		124,343
License										License	13,916		11,321		14,347
Professional service and other	253,670			195,195			155,584			Professional service and other	197,183		212,903		224,635
Amortization of acquired technology-based intangible assets (note 6)	185,868			130,556			74,238
Amortization of acquired technology-based intangible assets (note 8)										Amortization of acquired technology-based intangible assets (note 8)	218,796		205,717		183,385
Total cost of revenues	951,411			762,391			574,000			Total cost of revenues	1,034,466		1,003,775		930,703
Gross profit	1,863,830			1,528,666			1,250,228			Gross profit	2,351,649		2,105,961		1,938,052
Operating expenses:										Operating expenses:
Research and development	323,461			281,680			194,057			Research and development	421,447		370,411		321,836
Sales and marketing	529,381			444,838			344,235			Sales and marketing	622,221		585,044		518,035
General and administrative	205,313			170,438			140,397			General and administrative	263,521		237,532		207,909
Depreciation	86,943			64,318			54,929			Depreciation	85,265		89,458		97,716
Amortization of acquired customer-based intangible assets (note 6)	184,118			150,842			113,201
Special charges (recoveries) (note 17)	29,211			63,618			34,846
Amortization of acquired customer-based intangible assets (note 8)										Amortization of acquired customer-based intangible assets (note 8)	216,544		219,559		189,827
Special charges (recoveries) (note 18)										Special charges (recoveries) (note 18)	1,748		100,428		35,719
Total operating expenses	1,358,427			1,175,734			881,665			Total operating expenses	1,610,746		1,602,432		1,371,042
Income from operations	505,403			352,932			368,563			Income from operations	740,903		503,529		567,010
Other income (expense), net	17,973			15,743			(1,423		)
Other income (expense), net (note 23)										Other income (expense), net (note 23)	61,434		(11,946)		10,156
Interest and other related expense, net	(137,250		)	(119,124		)	(76,363		)	Interest and other related expense, net	(151,567)		(146,378)		(136,592)
Income before income taxes	386,126			249,551			290,777			Income before income taxes	650,770		345,205		440,574
Provision for (recovery of) income taxes (note 14)	143,826			(776,364		)	6,282
Net income for the period	$	242,300		$	1,025,915		$	284,495
Provision for (recovery of) income taxes (note 15)										Provision for (recovery of) income taxes (note 15)	339,906		110,837		154,937
Net income										Net income	$	310,864	$	234,368	$	285,637
Net (income) loss attributable to non-controlling interests	(76		)	(256		)	(18		)	Net (income) loss attributable to non-controlling interests	(192)		(143)		(136)
Net income attributable to OpenText	$	242,224		$	1,025,659		$	284,477		Net income attributable to OpenText	$	310,672	$	234,225	$	285,501
Earnings per share—basic attributable to OpenText (note 21)	$	0.91		$	4.04		$	1.17
Earnings per share—diluted attributable to OpenText (note 21)	$	0.91		$	4.01		$	1.17
Earnings per share—basic attributable to OpenText (note 24)										Earnings per share—basic attributable to OpenText (note 24)	$	1.14	$	0.86	$	1.06
Earnings per share—diluted attributable to OpenText (note 24)										Earnings per share—diluted attributable to OpenText (note 24)	$	1.14	$	0.86	$	1.06
Weighted average number of Common Shares outstanding—basic (in '000's)	266,085			253,879			242,926			Weighted average number of Common Shares outstanding—basic (in '000's)	272,533		270,847		268,784
Weighted average number of Common Shares outstanding—diluted (in '000's)	267,492			255,805			244,076			Weighted average number of Common Shares outstanding—diluted (in '000's)	273,479		271,817		269,908
Dividends declared per Common Share	$	0.5478		$	0.4770		$	0.4150

See accompanying Notes to Consolidated Financial Statements

123

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

Year Ended June 30,
2018 2017 2016
Net income for the period $ 242,300
$ 1,025,915
$ 284,495
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments (9,582 ) (4,756 ) (3,318 )
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax expense (recovery) effect of ($171), $34 and ($928) for the year ended June 30, 2018, 2017 and 2016, respectively
(476 ) 95
(2,574 )
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of ($489), $67 and $1,065 for the year ended June 30, 2018, 2017 and 2016, respectively (1,357 ) 186
2,956
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax expense (recovery) effect of ($1,846), $840 and ($1,612) for the year ended June 30, 2018, 2017 and 2016, respectively (3,383 ) 6,216
(3,374 )
Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $183, $241 and $132 for the year ended June 30, 2018, 2017 and 2016, respectively 260
565
347
Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively —
184
445
Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2018, 2017 and 2016, respectively (617 ) —
—
Total other comprehensive income (loss) net, for the period (15,155 ) 2,490
(5,518 )
Total comprehensive income 227,145
1,028,405
278,977
Comprehensive (income) loss attributable to non-controlling interests (76 ) (256 ) (18 )
Total comprehensive income attributable to OpenText $ 227,069
$ 1,028,149
$ 278,959


	Year Ended June 30,
	2021		2020		2019
Net income	$	310,864	$	234,368	$	285,637
Other comprehensive income (loss)—net of tax:
Net foreign currency translation adjustments	42,440		(7,784)		(3,882)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax expense (recovery) effect of $1,532, ($599) and $6 for the year ended June 30, 2021, 2020 and 2019, respectively	4,246		(1,662)		16
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of ($1,182), $355 and $539 for the year ended June 30, 2021, 2020 and 2019, respectively	(3,280)		985		1,494
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax expense (recovery) effect of $990, $1,219 and ($2,004) for the year ended June 30, 2021, 2020 and 2019, respectively	3,987		1,245		(7,421)
Amortization of actuarial (gain) loss into net income - net of tax (expense) recovery effect of $379, $520 and $292 for the year ended June 30, 2021, 2020 and 2019, respectively	1,020		917		272
Total other comprehensive income (loss) net	48,413		(6,299)		(9,521)
Total comprehensive income	359,277		228,069		276,116
Comprehensive (income) loss attributable to non-controlling interests	(192)		(143)		(136)
Total comprehensive income attributable to OpenText	$	359,085	$	227,926	$	275,980

See accompanying Notes to Consolidated Financial Statements

124

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars and shares)


																							Common Shares and Additional Paid in Capital			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interests		Total
	Common Shares and Additional Paid in Capital					Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income			Non-Controlling Interests		Total				Shares	Amount		Shares	Amount
	Shares		Amount			Shares		Amount
Balance as of June 30, 2015	244,586		$	934,427		(1,252	)	$	(19,986	)	$	863,015		$	51,828		$	523	$	1,829,807
Balance as of June 30, 2018																						Balance as of June 30, 2018	267,651	$	1,707,073	(691)	$	(18,732)	$	1,994,235	$	33,645	$	1,037	$	3,717,258
Issuance of Common Shares																						Issuance of Common Shares
Under employee stock option plans	936		14,576			—		—			—			—			—		14,576			Under employee stock option plans	1,472	35,626		—	—		—		—		—		35,626
Under employee stock purchase plans	240		5,027			—		—			—			—			—		5,027			Under employee stock purchase plans	711	21,835		—	—		—		—		—		21,835
Share-based compensation	—		25,978			—		—			—			—			—		25,978			Share-based compensation	—	26,770		—	—		—		—		—		26,770
Income tax effect related to share-based compensation	—		230			—		—			—			—			—		230
Purchase of treasury stock	—		—			(450	)	(10,627		)	—			—			—		(10,627		)	Purchase of treasury stock	—	—		(726)	(26,499)		—		—		—		(26,499)
Issuance of treasury stock	—		(5,345		)	434		5,345			—			—			—		—			Issuance of treasury stock	—	(16,465)		614	16,465		—		—		—		0
Common Shares repurchased	(2,952	)	(9,825		)	—		—			(55,684		)	—			—		(65,509		)
Dividends	—		—			—		—			(99,262		)	—			—		(99,262		)
Dividends declared ($0.6300 per Common Share)																						Dividends declared ($0.6300 per Common Share)	—	—		—	—		(168,859)		—		—		(168,859)
Cumulative effect of ASU 2016-16																						Cumulative effect of ASU 2016-16	—	—		—	—		(26,780)		—		—		(26,780)
Cumulative effect of Topic 606																						Cumulative effect of Topic 606	—	—		—	—		29,786		—		—		29,786
Other comprehensive income (loss) - net	—		—			—		—			—			(5,518		)	—		(5,518		)	Other comprehensive income (loss) - net	—	—		—	—		—		(9,521)		—		(9,521)
Non-controlling interest	—		—			—		—			—			—			—		—			Non-controlling interest	—	(625)		—	—		—		—		42		(583)
Net income for the year	—		—			—		—			284,477			—			18		284,495
Balance as of June 30, 2016	242,810		$	965,068		(1,268	)	$	(25,268	)	$	992,546		$	46,310		$	541	$	1,979,197
Issuance of Common Shares
Under employee stock option plans	1,012		20,732			—		—			—			—			—		20,732
Under employee stock purchase plans	427		11,604			—		—			—			—			—		11,604
Under the public Equity Offering	19,811		604,223			—		—			—			—			—		604,223
Income tax effect related to public Equity Offering	—		5,077			—		—			—			—			—		5,077
Equity issuance costs	—		(19,574		)	—		—			—			—			—		(19,574		)
Share-based compensation	—		30,507			—		—			—			—			—		30,507
Income tax effect related to share-based compensation	—		1,534			—		—			—			—			—		1,534
Purchase of treasury stock	—		—			(244	)	(8,198		)	—			—			—		(8,198		)
Issuance of treasury stock	—		(5,946		)	410		5,946			—			—			—		—
Dividends	—		—			—		—			(120,581		)	—			—		(120,581		)
Other comprehensive income (loss) - net	—		—			—		—			—			2,490			—		2,490
Non-controlling interest	—		229			—		—			—			—			164		393
Net income for the year	—		—			—		—			1,025,659			—			256		1,025,915
Balance as of June 30, 2017	264,060		$	1,613,454		(1,102	)	$	(27,520	)	$	1,897,624		$	48,800		$	961	$	3,533,319
Net income																						Net income	—	—		—	—		285,501		—		136		285,637
Balance as of June 30, 2019																						Balance as of June 30, 2019	269,834	$	1,774,214	(803)	$	(28,766)	$	2,113,883	$	24,124	$	1,215	$	3,884,670
Issuance of Common Shares																						Issuance of Common Shares
Under employee stock option plans	2,870		54,355			—		—			—			—			—		54,355			Under employee stock option plans	1,530	41,282		—	—		—		—		—		41,282
Under employee stock purchase plans	721		20,458			—		—			—			—			—		20,458			Under employee stock purchase plans	499	17,757		—	—		—		—		—		17,757
Share-based compensation	—		27,594			—		—			—			—			—		27,594			Share-based compensation	—	29,532		—	—		—		—		—		29,532
Purchase of treasury stock																						Purchase of treasury stock	—	—		(300)	(12,424)		—		—		—		(12,424)
Issuance of treasury stock	—		(8,788		)	411		8,788			—			—			—		—			Issuance of treasury stock	—	(11,008)		481	17,582		—		—		—		6,574
Dividends	—		—			—		—			(145,613		)	—			—		(145,613		)
Dividends declared ($0.6984 per Common Share)																						Dividends declared ($0.6984 per Common Share)	—	—		—	—		(188,712)		—		—		(188,712)
Other comprehensive income (loss) - net	—		—			—		—			—			(15,155		)	—		(15,155		)	Other comprehensive income (loss) - net	—	—		—	—		—		(6,299)		—		(6,299)
Net income for the year	—		—			—		—			242,224			—			76		242,300
Balance as of June 30, 2018	267,651		$	1,707,073		(691	)	$	(18,732	)	$	1,994,235		$	33,645		$	1,037	$	3,717,258
Non-controlling interest																						Non-controlling interest	—	—		—	—		—		—		(39)		(39)
Net income																						Net income	—	—		—	—		234,225		—		143		234,368
Balance as of June 30, 2020																						Balance as of June 30, 2020	271,863	$	1,851,777	(622)	$	(23,608)	$	2,159,396	$	17,825	$	1,319	$	4,006,709
Adoption of ASU 2016-13 - cumulative effect, net (note 1)																						Adoption of ASU 2016-13 - cumulative effect, net (note 1)	—	—		—	—		(2,450)		—		—		(2,450)
Issuance of Common Shares																						Issuance of Common Shares
Under employee stock option plans																						Under employee stock option plans	1,605	49,565		—	—		—		—		—		49,565
Under employee stock purchase plans																						Under employee stock purchase plans	573	22,307		193	6,690		—		—		—		28,997
Share-based compensation																						Share-based compensation	—	51,969		—	—		—		—		—		51,969
Purchase of treasury stock																						Purchase of treasury stock	—	—		(1,455)	(64,847)		—		—		—		(64,847)
Issuance of treasury stock																						Issuance of treasury stock	—	(12,379)		316	12,379		—		—		—		0
Repurchase of Common Shares																						Repurchase of Common Shares	(2,500)	(15,475)		—	—		(103,630)		—		—		(119,105)
Dividends declared ($0.7770 per Common Share)																						Dividends declared ($0.7770 per Common Share)	—	—		—	—		(210,662)		—		—		(210,662)
Other comprehensive income (loss) - net																						Other comprehensive income (loss) - net	—	—		—	—		—		48,413		—		48,413
Net income																						Net income	—	—		—	—		310,672		—		192		310,864
Balance as of June 30, 2021																						Balance as of June 30, 2021	271,541	$	1,947,764	(1,568)	$	(69,386)	$	2,153,326	$	66,238	$	1,511	$	4,099,453



Canada			98-0154400
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock without par value	OTEX	NASDAQ Global Select Market


				Page No
Part I
Item 1.			Business	6
Item 1A.			Risk Factors	17
Item 1B.			Unresolved Staff Comments	35
Item 2.			Properties	35
Item 3.			Legal Proceedings	35
Item 4.			Mine Safety Disclosures	35

Part II					~~Page No~~
~~Part I~~Item 5.
~~Item 1~~	~~Business~~	3
~~Item 1A~~	~~Risk Factors~~	11
~~Item 1B~~	~~Unresolved Staff Comments~~	26
~~Item 2~~	~~Properties~~	26
~~Item 3~~	~~Legal Proceedings~~	27
~~Item 4~~	~~Mine Safety Disclosures~~	27

~~Part II~~
~~Item 5~~	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2836
Item 66.			Selected Financial Data	3240
Item 77.			Management's Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	3340
Item 7A7A.			Quantitative and Qualitative Disclosures about Market Risk	6675
Item 88.			Financial Statements and Supplementary Data	6776
Item 99.			Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure	6776
Item 9A9A.			Controls and Procedures	6876
Item 9B.			Other Information	77
~~Part III~~
Part III
Item 1010.			Directors, Executive Officers and Corporate Governance	7078
Item 1111.			Executive Compensation	7685
Item 1212.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~101~~110
Item 1313.			Certain Relationships and Related Transactions, and Director Independence	~~103~~112
Item 1414.			Principal Accounting Fees and Services	~~104~~113

Part IV
Item 1515.			Exhibits and Financial Statement Schedules	~~105~~114
Item 1616.			Form 10-K Summary	~~157~~172
Signatures				~~158~~173



ý☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	NASDAQ (in USD)		TSX (in CAD)
	High	Low	High	Low
Fiscal Year Ended June 30, 2018:
Fourth Quarter	$36.77	$33.26	$48.12	$42.55
Third Quarter	$40.31	$33.19	$49.49	$41.34
Second Quarter	$35.80	$32.05	$45.39	$40.22
First Quarter	$34.98	$30.92	$44.09	$38.65

Fiscal Year Ended June 30, 2017:
Fourth Quarter	$35.21	$30.88	$48.28	$40.19
Third Quarter	$35.07	$30.58	$46.45	$41.05
Second Quarter	$32.79	$29.30	$43.56	$38.92
First Quarter	$33.42	$28.85	$43.75	$37.55



Declaration Date	Dividend per Share		Record Date	Total amount (in thousands of U.S. dollars)		Payment Date
5/8/2018	$	0.1518	6/8/2018	$	40,617	6/29/2018
1/30/2018	$	0.1320	3/2/2018	$	35,168	3/23/2018
11/1/2017	$	0.1320	12/1/2017	$	34,811	12/20/2017
8/2/2017	$	0.1320	9/1/2017	$	35,017	9/22/2017



	Change between Fiscal
(In thousands)	2018 and 2017			2017 and 2016
Payroll and payroll-related benefits	$	39,206		$	58,437
Contract labour and consulting	(3,899		)	9,535
Share-based compensation	(1,490		)	4,333
Travel and communication	(343		)	549
Facilities	7,834			12,203
Other miscellaneous	473			2,566
Total year-over-year change in research and development expenses	$	41,781		$	87,623



(In thousands)	As of June 30, 2018		Change increase (decrease)		As of June 30, 2017		Change increase (decrease)			As of June 30, 2016
Cash and cash equivalents	$	682,942	$	239,585	$	443,357	$	(840,400	)	$	1,283,757
Short-term investments	$	—	$	—	$	—	$	(11,839	)	$	11,839



	Payments due between
	Total		July 1, 2018— June 30, 2019		July 1, 2019— June 30, 2021		July 1, 2021— June 30, 2023		July 1, 2023 and beyond
Long-term debt obligations ⁽¹⁾	$	3,524,567	$	142,626	$	284,013	$	282,398	$	2,815,530
Operating lease obligations ⁽²⁾	394,907		72,224		127,878		85,943		108,862
Purchase obligations	16,108		9,577		6,354		177		—
	$	3,935,582	$	224,427	$	418,245	$	368,518	$	2,924,392



Named Executive Officer	Fixed Pay Percentage (“Not At Risk”)	Short-Term Incentive Percentage (at 100% target) (“At Risk”)	Long-Term Incentive Percentage (at 100% target) (“At Risk”)
Mark J. Barrenechea	12%	18%	70%
Madhu Ranganathan⁽¹⁾	32%	32%	36%
John M. Doolittle	23%	23%	54%
Simon Harrison	34%	34%	32%
Muhi Majzoub	21%	21%	58%
Gordon A. Davies	21%	21%	58%



Named Executive Officer	Total Target Award		Worldwide Revenues	Worldwide Adjusted Operating Income	Worldwide License and Cloud Revenues
Mark J. Barrenechea	$	1,425,000	50%	50%	N/A
Madhu Ranganathan⁽¹⁾	$	125,000	50%	50%	N/A
John M. Doolittle	$	498,172	50%	50%	N/A
Simon Harrison⁽²⁾	$	300,000	N/A	50%	50%
Muhi Majzoub	$	400,000	50%	50%	N/A
Gordon A. Davies	$	367,076	50%	50%	N/A



Objectives (in millions)	Threshold Target		Target		Fiscal 2018 Actual ⁽¹⁾		% Target Actually Achieved		% of Payment per Fiscal 2018 Payout Table
Worldwide Revenues	$	2,472	$	2,747	$	2,713	98.8	%	85	%
Worldwide Adjusted Operating Income	$	813	$	903	$	889	98.4	%	85	%
Worldwide License and Cloud Revenues	$	1,140	$	1,267	$	1,230	97.1	%	70	%



Fiscal 2020 LTIP PSUs
Named Executive Officer	1.5% Achievement at June 30, 2020		100% Achievement at June 30, 2020		150% Achievement at June 30, 2020
Mark J. Barrenechea	$	44,060	$	2,937,309	$	4,405,964
Madhu Ranganathan⁽¹⁾	$	4,202	$	280,112	$	420,168
John M. Doolittle⁽²⁾	N/A		N/A		N/A
Simon Harrison⁽³⁾	$	2,755	$	183,692	$	275,538
Muhi Majzoub	$	8,609	$	573,949	$	860,924
Gordon A. Davies	$	7,828	$	521,868	$	782,802



Fiscal 2020 LTIP RSUs
Named Executive Officer	Value at June 30, 2018
Mark J. Barrenechea	$	1,468,479
Madhu Ranganathan⁽¹⁾	$	140,056
John M. Doolittle⁽²⁾	N/A
Simon Harrison⁽³⁾	$	91,846
Muhi Majzoub	$	286,799
Gordon A. Davies	$	260,758



	Fiscal Year	Salary ($)		Bonus ($)	Stock Awards ($) ⁽¹⁾		Option Awards ($) ⁽²⁾		Non-Equity Incentive Plan Compensation ($) ⁽³⁾		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($) ⁽⁴⁾			Total ($)
Mark J. Barrenechea	2018	$	950,000	—	$	3,538,963	$	1,407,556	$	1,211,250	N/A	$	37,161	⁽⁵⁾	$	7,144,930
Vice Chair, Chief Executive Officer and Chief Technology Officer	2017	$	945,000	—	$	3,233,360	$	5,821,023	$	1,925,625	N/A	$	13,926	⁽⁶⁾	$	11,938,934
	2016	$	945,000	—	$	3,658,934	$	1,283,437	$	923,738	N/A	$	22,082	⁽⁶⁾	$	6,833,191

Madhu Ranganathan⁽¹²⁾	2018	$	125,000	—	$	315,057	$	2,275,143	$	106,250	N/A	$	—	⁽⁷⁾	$	2,821,450
EVP, Chief Financial Officer	2017	N/A		N/A	N/A		N/A		N/A		N/A	N/A		⁽⁸⁾	N/A
	2016	N/A		N/A	N/A		N/A		N/A		N/A	N/A		⁽⁸⁾	N/A

John M. Doolittle	2018	$	498,175	—	$	699,341	$	278,118	$	423,450	N/A	$	14,896	⁽⁹⁾	$	1,913,980
Former EVP, Chief Financial Officer	2017	$	415,160	—	$	480,818	$	190,968	$	725,744	N/A	$	10,133	⁽⁶⁾	$	1,822,823
	2016	$	377,655	—	$	560,347	$	196,449	$	295,326	N/A	$	14,424	⁽⁶⁾	$	1,444,201

Simon Harrison ⁽¹³⁾	2018	$	388,916	—	$	221,328	$	868,563	$	288,972	N/A	$	11,470	⁽¹⁰⁾	$	1,779,249
EVP, Worldwide Sales	2017	N/A		N/A	N/A		N/A		N/A		N/A	N/A		⁽⁸⁾	N/A
	2016	N/A		N/A	N/A		N/A		N/A		N/A	N/A		⁽⁸⁾	N/A

Muhi Majzoub	2018	$	400,000	—	$	691,379	$	274,993	$	340,000	N/A	$	—	⁽⁷⁾	$	1,706,372
EVP, Engineering	2017	$	356,000	—	$	535,825	$	212,651	$	527,313	N/A	$	—	⁽⁷⁾	$	1,631,789
	2016	$	356,000	—	$	606,276	$	212,632	$	243,398	N/A	$	—	⁽⁷⁾	$	1,418,306

Gordon A. Davies	2018	$	367,077	—	$	628,627	$	249,994	$	312,015	N/A	$	15,969	⁽¹¹⁾	$	1,573,682
EVP, Chief Legal Officer and Corporate Development	2017	$	314,012	—	$	630,050	$	250,270	$	464,681	N/A	$	—	⁽⁷⁾	$	1,659,013
	2016	$	314,209	—	$	713,431	$	250,169	$	214,850	N/A	$	15,276	⁽⁶⁾	$	1,507,935



		Estimated Future Payouts Under Equity Incentive Plan Awards ⁽⁶⁾			All Other Stock Awards: Number of Securities Underlying ⁽⁷⁾	Grant Date Fair Value of Stock⁽³⁾
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Stock (#)	Awards ($)
Mark J. Barrenechea	August 7, 2017	1,252	83,470	125,205	41,730	$	3,538,963
Madhu Ranganathan	May 11, 2018	119	7,960	11,940	3,980	$	315,057
John M. Doolittle⁽⁸⁾	August 7, 2017	N/A	N/A	N/A	N/A	N/A
Simon Harrison	August 7, 2017	78	5,220	7,830	2,610	$	221,328
Muhi Majzoub	August 7, 2017	245	16,310	24,465	8,150	$	691,379
Gordon A. Davies	August 7, 2017	222	14,830	22,245	7,410	$	628,627



		Option Awards ⁽¹⁾								Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Non- exercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽²⁾		Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) ⁽³⁾	Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) ⁽³⁾
Mark J. Barrenechea	August 2, 2013	135,208	—	$	16.58	August 2, 2020
	August 1, 2014	95,806	31,934	$	27.83	August 1, 2021
	January 29, 2015	200,000	200,000	$	27.09	January 29, 2022
	January 29, 2015	—	800,000	$	27.09	January 29, 2022
	July 31, 2015	114,200	114,200	$	22.87	July 31, 2022
	July 29, 2016	49,140	147,420	$	29.75	July 29, 2023
	June 1, 2017	—	600,000	$	32.63	June 1, 2024
	August 7, 2017	—	189,180	$	34.49	August 7, 2024
	August 23, 2015						65,820	$	2,316,206
	August 23, 2015									131,640	$	4,632,412
	August 14, 2016						41,600	$	1,463,904
	August 14, 2016									83,200	$	2,927,808
	August 7, 2017						41,730	$	1,468,479
	August 7, 2017									83,470	$	2,937,309

Madhu Ranganathan	May 11, 2018	—	275,000	$	34.71	May 11, 2025
	May 11, 2018	—	18,510	$	34.71	May 11, 2025
	May 11, 2018						3,980	$	140,056
	May 11, 2018									7,960	$	280,112

John M. Doolittle	September 8, 2014	3,226	75,000	$	28.65	September 8, 2021
	September 8, 2014	—	6,914	$	28.65	September 8, 2021
	July 31, 2015	—	17,480	$	22.87	July 31, 2022



	Option Awards			Stock Awards ⁽³⁾
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise⁽¹⁾ ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽²⁾ ($)
Mark J. Barrenechea	1,620,984	$	32,092,449	107,950	$	3,518,908
Madhu Ranganathan	—	$	—	—	$	—
John M. Doolittle	260,000	$	1,939,443	25,262	$	813,030
Simon Harrison	10,000	$	227,702	4,060	$	130,894
Muhi Majzoub	—	$	—	15,936	$	513,777
Gordon A. Davies	35,936	$	428,032	19,714	$	635,579



	Fees Earned or Paid in Cash ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)			Total ($)
P. Thomas Jenkins ⁽³⁾	$	—	$	546,926	$	—	$	—	N/A	$	—		$	546,926
Randy Fowlie ⁽⁴⁾	$	48,450	$	325,407	$	—	$	—	N/A	$	—		$	373,857
Gail E. Hamilton ⁽⁵⁾	$	84,750	$	257,756	$	—	$	—	N/A	$	—		$	342,506
Brian J. Jackman⁽⁶⁾	$	79,500	$	252,010	$	—	$	—	N/A	$	—		$	331,510
Stephen J. Sadler ⁽⁷⁾	$	2,000	$	326,163	$	—	$	—	N/A	$	789,886	(12)	$	1,118,049
Michael Slaunwhite ⁽⁸⁾	$	4,738	$	365,436	$	—	$	—	N/A	$	—		$	370,174
Katharine B. Stevenson ⁽⁹⁾	$	—	$	352,017	$	—	$	—	N/A	$	—		$	352,017
Carl Jurgen Tinggren ⁽¹⁰⁾	$	126,250	$	229,866	$	—	$	—	N/A	$	—		$	356,116
Deborah Weinstein ⁽¹¹⁾	$	—	$	363,697	$	—	$	—	N/A	$	—		$	363,697



	June 30, 2018			June 30, 2017
ASSETS
Cash and cash equivalents	$	682,942		$	443,357
Accounts receivable trade, net of allowance for doubtful accounts of $9,741 as of June 30, 2018 and $6,319 as of June 30, 2017 (note 3)	487,956			445,812
Income taxes recoverable (note 14)	55,623			32,683
Prepaid expenses and other current assets	101,059			81,625
Total current assets	1,327,580			1,003,477
Property and equipment (note 4)	264,205			227,418
Goodwill (note 5)	3,580,129			3,416,749
Acquired intangible assets (note 6)	1,296,637			1,472,542
Deferred tax assets (note 14)	1,122,729			1,215,712
Other assets (note 7)	111,267			93,763
Deferred charges (note 8)	38,000			42,344
Long-term income taxes recoverable (note 14)	24,482			8,557
Total assets	$	7,765,029		$	7,480,562
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (note 9)	$	302,154		$	342,120
Current portion of long-term debt (note 10)	10,000			182,760
Deferred revenues	644,211			570,328
Income taxes payable (note 14)	38,234			31,835
Total current liabilities	994,599			1,127,043
Long-term liabilities:
Accrued liabilities (note 9)	52,827			50,338
Deferred credits (note 8)	2,727			5,283
Pension liability (note 11)	65,719			58,627
Long-term debt (note 10)	2,610,523			2,387,057
Deferred revenues	69,197			61,678
Long-term income taxes payable (note 14)	172,241			162,493
Deferred tax liabilities (note 14)	79,938			94,724
Total long-term liabilities	3,053,172			2,820,200
Shareholders’ equity:
Share capital and additional paid-in capital (note 12)
267,651,084 and 264,059,567 Common Shares issued and outstanding at June 30, 2018 and June 30, 2017, respectively; authorized Common Shares: unlimited	1,707,073			1,613,454
Accumulated other comprehensive income	33,645			48,800
Retained earnings	1,994,235			1,897,624
Treasury stock, at cost (690,336 shares at June 30, 2018 and 1,101,612 at June 30, 2017, respectively)	(18,732		)	(27,520		)
Total OpenText shareholders' equity	3,716,221			3,532,358
Non-controlling interests	1,037			961
Total shareholders’ equity	3,717,258			3,533,319
Total liabilities and shareholders’ equity	$	7,765,029		$	7,480,562


Reconciliation of cash, cash equivalents and restricted cash:	June 30, 2021		June 30, 2020		June 30, 2019
Cash and cash equivalents	$	1,607,306	$	1,692,850	$	941,009
Restricted cash (1)	2,494		4,413		2,534
Total cash, cash equivalents and restricted cash	$	1,609,800	$	1,697,263	$	943,543



Furniture and fixtures			5 years
Office equipment			5 years
Computer hardware			3 to 5 years
Computer software			3 to 7 years
Capitalized software development costs			3 to 5 years
Leasehold improvements			Lesser of the lease term or 5 years
Building			40 years


Performance Obligation			When Performance Obligation is Typically Satisfied
Cloud services and subscriptions revenue:
Outsourced Professional Services Managed Services / Ongoing Hosting / SaaS			As the services are provided (over time) Over the contract term, beginning on the date that service is made available (i.e. "Go live") to the customer (over time)
Customer support revenue:
When and if available updates and upgrades and technical support			Ratable over the course of the service term (over time)
License revenue:
Software licenses (Perpetual, Term, Subscription)			When software activation keys have been made available for download (point in time)
Professional service and other revenue:
Professional services			As the services are provided (over time)




Total Revenues by Type of Performance Obligation:
Recurring revenues (4)
Cloud services and subscriptions revenue	$	1,407,445	$	1,157,686	$	907,812
Customer support revenue	1,334,062		1,275,586		1,247,915
Total recurring revenues	$	2,741,507	$	2,433,272	$	2,155,727
License revenue (perpetual, term and subscriptions)	384,711		402,851		428,092
Professional service and other revenue	259,897		273,613		284,936
Total revenues	$	3,386,115	$	3,109,736	$	2,868,755

Total Revenues by Timing of Revenue Recognition:
Point in time	$	384,711	$	402,851	$	428,092
Over time (including professional service and other revenue)	3,001,404		2,706,885		2,440,663
Total revenues	$	3,386,115	$	3,109,736	$	2,868,755


	As of June 30, 2021		As of June 30, 2020
Short-term contract assets	$	25,344	$	29,570
Long-term contract assets	$	19,222	$	15,427
Short-term deferred revenues	$	852,629	$	812,218
Long-term deferred revenues	$	98,989	$	94,382



Balance as of June 30, 2015	$	5,987
Bad debt expense	5,908
Write-off /adjustments	(5,155		)
Balance as of June 30, 2016	6,740
Bad debt expense	5,929
Write-off /adjustments	(6,350		)
Balance as of June 30, 2017	6,319
Bad debt expense	9,942
Write-off /adjustments	(6,520		)
Balance as of June 30, 2018	$	9,741


Capitalized costs to obtain a contract as of July 1, 2018	$	35,151
New capitalized costs incurred	24,347
Amortization of capitalized costs	(11,003)
Adjustments on account of foreign exchange	(211)
Capitalized costs to obtain a contract as of June 30, 2019	48,284
New capitalized costs incurred	29,427
Amortization of capitalized costs	(16,919)
Adjustments on account of foreign exchange	371
Capitalized costs to obtain a contract as of June 30, 2020	61,163
New capitalized costs incurred	32,202
Amortization of capitalized costs	(21,960)
Adjustments on account of foreign exchange	1,495
Capitalized costs to obtain a contract as of June 30, 2021	$	72,900


	As of June 30, 2018								As of June 30, 2021
	Cost		Accumulated Depreciation			Net			Cost		Accumulated Depreciation		Net
Furniture and fixtures	$	34,647	$	(21,488	)	$	13,159	Furniture and fixtures	$	38,541	$	(32,500)	$	6,041
Office equipment	1,467		(687		)	780		Office equipment	2,533		(1,244)		1,289
Computer hardware	207,381		(134,906		)	72,475		Computer hardware	313,946		(212,448)		101,498
Computer software	97,653		(59,485		)	38,168		Computer software	129,690		(104,654)		25,036
Capitalized software development costs	81,073		(41,556		)	39,517		Capitalized software development costs	127,697		(86,466)		41,231
Leasehold improvements	118,200		(55,172		)	63,028		Leasehold improvements	106,656		(81,135)		25,521
Land and buildings	47,880		(10,802		)	37,078		Land and buildings	48,537		(15,558)		32,979
Total	$	588,301	$	(324,096	)	$	264,205	Total	$	767,600	$	(534,005)	$	233,595


	As of June 30, 2021		As of June 30, 2020
Weighted-average remaining lease term	6.47 years		6.18 years
Weighted-average discount rate	2.82	%	3.12	%


Balance as of June 30, 2019	$	3,769,908
Acquisition of XMedius (note 19)	49,633
Acquisition of Carbonite (note 19)	853,162
Acquisition of The Fax Guys (note 19)	1,951
Adjustments relating to acquisitions prior to Fiscal 2020 that had open measurement periods (note 19)	1,476
Adjustments on account of foreign exchange	(3,774)
Balance as of June 30, 2020	4,672,356
Adjustments relating to acquisitions prior to Fiscal 2021 that had open measurement periods (note 19)	(2,002)
Impact of foreign exchange rate changes	21,319
Balance as of June 30, 2021	$	4,691,673



Balance as of June 30, 2016	$	2,325,586
Acquisition of Recommind, Inc. (note 18)	91,405
Acquisition of CCM Business (note 18)	173,198
Acquisition of ECD Business (note 18)	825,142
Adjustments relating to acquisitions prior to Fiscal 2017 that had open measurement periods (note 18)	(3,334		)
Adjustments on account of foreign exchange	4,752
Balance as of June 30, 2017	3,416,749
Acquisition of Hightail (note 18)	7,293
Acquisition of Guidance (note 18)	129,800
Acquisition of Covisint (note 18)	26,905
Adjustments relating to acquisitions prior to Fiscal 2018 that had open measurement periods (note 18)	(1,458		)
Adjustments on account of foreign exchange	840
Balance as of June 30, 2018	3,580,129


	As of June 30, 2021
	Cost		Accumulated Amortization		Net
Technology assets	$	1,003,730	$	(635,965)	$	367,765
Customer assets	1,386,533		(567,038)		819,495
Total	$	2,390,263	$	(1,203,003)	$	1,187,260

	As of June 30, 2020
	Cost		Accumulated Amortization		Net
Technology assets	$	1,084,144	$	(502,376)	$	581,768
Customer assets	1,434,832		(404,036)		1,030,796
Total	$	2,518,976	$	(906,412)	$	1,612,564