What changed in this filing

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Item 1. Business

2021-08-05 compared with 2020-08-06 · 210 added, 143 removed, 177 unchanged (67% of the section changed)

Incorporated in 1991, OpenText has grown to be a leader in providing Information Management software solutions.

We offer a comprehensive line of Information Management products and services that enable businesses to grow faster, obtain lower operational costs and reduce information governance and security risks by improving business insight, impact and process speed.

Our products are offered as software as a service (SAAS), through traditional on-premise solutions, on the OpenText Cloud or as a combination.

Our customers operate in hybrid on-premise 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 value of the relationship with our customers.

We offer a comprehensive line of Information Management products and services that power digital businesses of all sizes and enable them to grow faster, obtain lower operational costs and reduce information governance and security risks by improving business insight, impact and process speed.

Our products are offered as software as a service (SaaS), through off-cloud solutions, on the OpenText Cloud, on third-party public clouds or as a combination.

Our customers operate in hybrid, off-cloud 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 value of the relationship with our customers and support their digital transformation journey.

Business Overview and Strategy

About OpenText

OpenText is an Information Management company that provides software and services to maximize the strategic benefits of data and content for increased productivity, growth and competitive advantage.

With a focus on Information Management technologies and services, we continue to innovate and provide customers with the capabilities they need to build resilient businesses and become tomorrow's disruptors.

We provide our customers with choice and flexibility in their path to digital transformation with solutions that can be run on-premise (off-cloud), hybrid, cloud, or as a managed service.

We also accelerate and simplify our customers’ path to 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 believe our acquisition of Carbonite Inc.

(Carbonite) enters us into the next phase of our Total Growth strategy, as discussed below, where we have an opportunity to take advantage of Carbonite's world-class channel organization and partners, to bring our Information Management solutions to all size of customers, including small and medium businesses (SMB) and consumers.

The comprehensive OpenText Information Management platform and services provide secure and scalable solutions for global companies, SMBs, governments and consumers around the world.

We are fundamentally integrated into the parts of our customers' businesses that matter, so they can securely manage the complexity of information flow end to end.

Furthermore, with automation and AI, we connect, synthesize and deliver information where it is needed to drive new efficiencies, experiences and insights.

We make information more valuable by connecting it to digital business processes, enriching it with capture and analytics, protecting and securing it throughout its entire lifecycle, and leveraging it to captivate customers.

At OpenText, we believe information and knowledge make business and people better.

We are an Information Management company that provides software and services that empower digital businesses of all sizes to become more intelligent, secure and connected.

Our innovations maximize the strategic benefits of data and content for our customers, strengthening their productivity, growth and competitive advantage.

The comprehensive OpenText Information Management platform and services provide secure and scalable solutions for global companies, SMB, governments and consumers around the world.

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.

OpenText is fundamentally integrated into the parts of our customers' businesses that matter, so they can securely manage the complexity of information flow end to end.

Through automation and AI, we connect, synthesize and deliver information where it is needed to drive new efficiencies, experiences and insights.

Our solutions also connect large digital supply chains in manufacturing, retail and financial services.

Our solutions enable organizations and consumers to secure their information so that they can collaborate with confidence, stay ahead of the regulatory technology curve, identify threats on any endpoint or across their networks, leverage eDiscovery and digital forensics to defensibly investigate and collect evidence, and ensure business continuity in the event of a security incident.

Our solutions also enable organizations and consumers to secure their information so that they can collaborate with confidence, stay ahead of the 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 Products and Services

We have a complete and integrated portfolio of Information Management solutions, combining robust Information Management platforms with purpose built digital applications and a developer experience for building and customizing applications.

We bring together Business Network (BN), Content Services, Cyber Resilience and Digital Experience with advanced technologies such as AI, Analytics and Automation for business insight, optimized customer experiences, employee engagement, asset utilization, and improved collaboration, supply chain efficiency and simplified risk management.

Our software capabilities unite information from people, systems and Internet of Thing (IoT) devices where it can be securely managed, stored, accessed and mined with analytics for actionable and relevant insights.

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 Content Cloud, Business Network Cloud, Experience Cloud, Security and Protection Cloud and Developer Cloud with advanced technologies such as AI, analytics and automation.

Our solutions improve business insight, employee productivity, customer experiences, asset utilization, collaboration, supply chain efficiency and risk management.

Our software capabilities connect information across people, systems and Internet of Things (IoT) devices and securely manage, store, access and mine it with analytics for actionable and relevant insights.

Below is a listing of our Information Management solutions.

Business Network

The OpenText BN manages and connects all data within the organization and outside the firewall, between people, systems and IoT devices at a global scale.

Our BN provides a foundation for digital supply chain and secure e-commerce.

Our Trading Grid connects trading partners globally and is used across a variety of industries.

Delivered as a cloud service, we enable data integration, data management, messaging, communications, and secure data exchange across an increasingly complex network of on-premise and cloud applications, connected devices and business partners or customers.

The platform comprises solutions such as digital fax, identity and access management, digital business integration, supply chain optimization, data management and security, omnichannel communications, industrial IoT and more.

These solutions simplify the inherent complexities of business-to-business (B2B) data exchange and offer insights that help drive operational efficiencies, accelerate time to transaction and improve customer satisfaction.

Our BN enables businesses to accelerate and control how information is delivered, manage the identity of everything on the network, and optimize experiences using data from IoT, which we believe increases the security and reliability of sensitive or complex communications.

Content Services

Content Services help organizations connect content to their digital business in a common meta-data model to accelerate productivity, improve governance and drive digital transformation.

Content Cloud

Our Content Cloud empowers customers to master modern work through robust content management, improved integrations and intelligent automation.

It connects content to the digital business to eliminate silos and provide convenient, secure and compliant remote access to both structured and unstructured data - boosting productivity and reducing risk.

Our solutions manage the lifecycle, distribution and use of information across the organization, from capture through to archiving and disposition.

Our Content Services solutions range from content collaboration and intelligent capture to records management and archiving, and are available on-premise, on a cloud provider of the customer’s choice, as a subscription in the OpenText Cloud, in a hybrid environment, or as a managed service.

Our Content Services solutions enable customers to capture documents and data from paper, electronic files, and other sources and transform it into digital content delivered directly into enterprise content management solutions and business processes.

Our Content Services solutions range from content collaboration and intelligent capture to records management and archiving, and are available off-cloud, on a cloud provider of the customer’s choice, as a subscription in the OpenText Cloud, in a hybrid environment or as a managed service.

management solutions and business processes.

Our customers can protect critical historical information within a secure, centralized archiving solution.

With platforms such as Extended Enterprise Content Management (ECM), our Content Services integrate with the applications that manage critical business processes, such as SAP S/4HANA®, SAP® SuccessFactors®, Salesforce®, Microsoft® Office 365® and other enterprise software, establishing the foundation for intelligent business process and content workflow automation.

Our Content Services integrate with the applications that manage critical business processes, such as SAP® S/4HANA, SAP® SuccessFactors®, Salesforce®, Microsoft® Office 365® and other enterprise software, establishing the foundation for intelligent business process and content workflow automation.

By connecting unstructured content with structured data workflows, our Content Services allow users to have the content they need, when they need it, reducing errors and saving valuable time.

Additionally, OpenText Content Services adhere to the Content Management Interoperability Services (CMIS) standard and support a broad range of operating systems, databases, application servers, and enterprise applications.

Cyber Resilience

Our Cyber Resilience offering provides a comprehensive solution for proactively defending against cyber threats and preparing for business continuity and response in the event of a breach.

Business Network Cloud

Our Business Network Cloud provides a foundation for digital supply chains and secure e-commerce.

Our Business Network manages all data within the organization and outside the firewall, connecting people, systems and IoT devices at a global scale.

For our customers, this delivers streamlined connectivity, secure collaboration and real-time business intelligence in a single, unified platform.

Organizations can build global and sustainable supply chains, rapidly onboard new trading partners, comply with regional mandates, assess their credit quality and ethics scores, provide electronic invoicing and remove information silos across the extended enterprise.

Our Trading Grid connects trading partners globally and is used across a variety of industries.

Delivered as a cloud service, we enable data integration, data management, messaging, communications, and secure data exchange across an increasingly complex network of off-cloud and cloud applications, connected devices and business partners or customers.

Experience Cloud

Our Experience Cloud powers modern experiences that drive revenue growth and customer loyalty.

Our Digital Experience solutions create, manage, track and optimize omnichannel interactions throughout the customer journey, from acquisition through to retention, and integrates with systems of record such as Salesforce® and SAP®.

The OpenText Digital Experience platform enables businesses to gain insight into their customer interactions and optimize them to improve customer lifetime value.

This includes solutions and extensions that deliver highly personalized content and engagements along a continuous customer journey.

With AI-powered analytics, the Experience Cloud can evaluate and deliver optimized user experiences at scale to ensure every point of interaction, whether physical or digital, on any device, is engaging and personalized.

The Digital Experience cloud platform includes a range of solutions from Customer Communications Management (CCM), Web Content Management (WCM), Digital Asset Management (DAM), Customer Analytics, AI & Insights, Digital Fax and Secure Messaging, Voice of Customer (VoC), Workforce Optimization (WFO), Intelligent Forms Automation, as well as customer journey, testing and segmentation.

Security and Protection Cloud

Our Security and Protection Cloud provides peace of mind with cybersecurity, data protection, digital forensic and endpoint security solutions.

Businesses of all sizes benefit from a comprehensive solution for proactively defending against cyber threats and preparing for business continuity and response in the event of a breach.

It delivers multiple layers of defense to detect, protect against, forensically investigate and remediate security threats or data loss.

We protect information managed by individuals, businesses, and governments within applications and at the endpoints.

OpenText security solutions address information security and digital investigation needs with leading digital forensic tools and endpoint detection and response.

For highly regulated organizations, our digital investigation and forensic security solutions enable them to find and collect complex evidence faster, reduce risk and detect and respond to cyberthreats remotely.

OpenText security solutions address information cyber resilience needs with leading digital forensic tools and endpoint detection and response.

We provide 360-degree visibility across all endpoints, devices and networks, for proactive discovery of sensitive data, identification and remediation of threats and discreet, forensically-sound data collection and investigation.

With the acquisition of Carbonite, we have expanded our security capabilities further for Enterprise, SMB and consumers, delivering continuous threat monitoring, remote endpoint protection, and automated cloud backup and recovery to protect employees and customer data while allowing organizations to prepare for, respond to, and recover quickly from cyberattacks.

With the launch of Managed Detection and Response (MDR), OpenText Security analysts and threat hunters now deliver services 24x7, 365 days a year, combining front-line experience with industry leading automation, AI technology and OpenText software to help organizations detect threats in real time, rather than days or weeks.

Our Carbonite and Webroot product lines expand our data security and protection capabilities further for Enterprise, SMB and consumers, delivering continuous threat monitoring, remote endpoint protection, and automated cloud backup and recovery to protect employees and customer data while allowing organizations to prepare for, respond to, and recover quickly from cyberattacks.

Our Discovery platform provides leading forensics and unstructured data analytics for searching and investigating organizational data to manage legal obligations and risk.

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We also provide encryption at rest for document-level security.

Digital Experience

Our Digital Experience offerings drive revenue growth by improving customer engagement.

Digital Experience solutions create, manage, track and optimize omnichannel interactions throughout the customer journey and integrate with systems of record such as Salesforce® and SAP®.

The OpenText Digital Experience platform enables businesses to gain insight into their customer interactions and optimize them to improve customer lifetime value.

Our Digital Experience platform offers a set of Customer Experience Management (CEM) solutions and extensions that focus on delivering highly personalized content and engagements along a continuous customer journey.

We believe integrations with Digital Experience ensures each user gets the best experience at every point of interaction, whether physical or digital, on any device, and provides a foundation for executing a successful customer experience strategy.

Solutions range from customer communications, web content management, call center optimization, digital asset management, and intelligent forms automation to analytics for voice of the customer, customer journey, testing and segmentation.

Developer Cloud

Our Developer Cloud makes it faster and easier to build, extend and customize Information Management applications using a collection of Cloud services, applications, Application Programming Interfaces (APIs) and Software Development Kits (SDK).

Our solutions help research and development (R&D) teams streamline new development initiatives, utilizing fewer resources and reducing time to delivery for their projects.

With our Developer Cloud's language-neutral protocols and cloud API services, our customers can reduce infrastructure spend, improve time-to-market and minimize the time and effort of adding new capabilities.

Every new product that we release will be available as a service in the Developer Cloud.

The OpenText Developer Cloud delivers a broad and deep set of Information Management as a Service capability for organizations to extend their existing OpenText implementations or include our capabilities into their own custom solutions, such as for customer, supplier and partner collaboration.

The Developer Cloud also includes IoT capabilities for organizations to dynamically integrate multi-tiered supply chain communities and build IoT solutions for greater efficiency, agility, and new value-added services.

Data security is embedded into everything so the developer can focus on building differentiated user experiences.

Key developer API services include multi-channel capture and advanced recognition, secure and flexible content services, prescriptive and predictive analytics and reporting capabilities, low-code / no-code process and dynamic case management, enterprise federated search and electronic discovery, remote desktop and virtual desktop infrastructure, content customization / personalization and output management, information and end-point security capabilities, and the IoT platform.

Our Information Management platform can also be expanded with our low-code development tools, product APIs and SDK across the portfolio, cloud API services and out-of-the-box integrations designed to support the developer with a unified application development environment.

Advanced Technologies

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Our AI and Analytics platform leverages structured or unstructured data to help organizations improve decision-making, gain operational efficiencies and increase visibility through interactive dashboards, reports and data visualizations.

It leverages a comprehensive set of data analytics software to identify patterns, relationships, and trends that are used for predictive process automation and accelerated decision making.

Our AI platform incorporates Apache Spark, a powerful, open source computing foundation that lets customers take advantage 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 focused on managing data and content archives, we are now able to turn these archives of information into clean and integrated “data lakes” that can be mined by AI to extract useful knowledge and insight for our customers.

It leverages a comprehensive set of data analytics software - such as text mining, natural language processing (NLP), interactive visualizations and machine learning - to identify patterns, relationships, risks and trends that are used for predictive process automation and accelerated decision making.

Our AI platform supports composite AI for improved accuracy and incorporates Apache Spark, a powerful, open-source computing foundation that lets customers take advantage of the flexibility, extensibility, and diversity of an open product stack while maintaining full ownership of their data and algorithms.

We are able to turn repositories of information into clean and integrated “data lakes” that can be mined by AI to extract useful knowledge and insight for our customers.

Digital Process Automation (DPA)

Our automation solutions enable organizations to transform into digital, data-driven businesses.

DPA delivers and supports a variety of process-driven applications that address complex business needs, while simultaneously providing a flexible platform for rapidly building and deploying customer-centric applications.

DPA delivers and supports a variety of process-driven applications that address complex business needs, while simultaneously providing a

flexible platform for rapidly building and deploying customer-centric applications.

Through DPA, we are helping customers re-engineer processes and quickly adapt to customer needs to deliver seamless customer and employee experiences.

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On or off the cloud, our DPA solutions simplify and streamline processes from front to back office.

Developer Experience

The developer is critical to the creation of integrated and "secure-from-day-one" applications.

Our Information Management platform can be expanded with our low-code development tools, product APIs and SDKs, functions as a service, and out-of-the-box integrations designed to support the developer with a unified application development environment.

In Fiscal 2020, we introduced Core Services to support application development and deployment on OT2, our next-generation Information Management as a Service platform.

With the OT2 platform, organizations can extend their existing platforms with new capabilities, and quickly extend solutions to the cloud where it can improve time to value, such as for customer, supplier and partner collaboration.

Combined with our cloud based IoT platform, organizations can dynamically integrate multi-tiered supply chain communities and build IoT solutions for greater efficiency, agility, and new value-added services.

Managed Services

Managed Services in the cloud helps keep customers current on the latest technology, reduces the burden on information technology staff and ensures optimal application management by trusted experts.

OpenText provides a range of Managed Services, whether on-premise, in the OpenText Cloud, in hybrid scenarios or even in other clouds, including our partners:

OpenText provides a range of Managed Services, whether off-cloud, in the OpenText Cloud, in hybrid scenarios or even in other clouds, including our partners:

Google Cloud Platform, Amazon Web Services (AWS) and Microsoft Azure.

Our team provides full managed services for Information Management solutions to meet the needs of our customers.

We can also help by managing the relationship with third-party cloud providers, so customers have a single point of contact and a single Service Level Agreement (SLA) for their solutions.

Cloud Managed Services aims to help keep customers current on the latest technology, reduce the burden on information technology staff and ensure optimal application management by trusted experts.

With OpenText Managed Services, organizations can focus resources on their core business priorities and rest assured that their infrastructure, applications, integrations, and upgrades are all managed, monitored and optimized for security, performance and compliance.

Our Cloud Managed Services offering provides customers with a single point of contact and a single service level agreement for OpenText solutions managed in our partner’s clouds.

As an organization, we are committed to "Total Growth", meaning we strive towards delivering value 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 capital allocation approach and further our ability to deepen our customer base and identify and execute strategic acquisitions.

With strategic acquisitions, 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 targets.

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 capital allocation approach and further our ability to deepen our account coverage and identify and execute strategic acquisitions.

With strategic acquisitions, we are well positioned to expand our product portfolio and improve our ability to innovate and grow organically, which helps us to meet our long-term growth targets.

We believe this Total Growth strategy is a durable model that will create shareholder value over both the near and long-term.

We are committed to continuous innovation.

Our investments in research and development (R&D) push product innovation, increasing the value of our offerings to our installed customer base, which includes Global 10,000 companies (G10K), SMBs and consumers.

Our investments in R&D push product innovation, increasing the value of 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 revenues, as well as the world's largest governments and organizations.

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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 11% to 13% of revenues for R&D each fiscal year.

The cloud has become a business imperative.

What used to be discussed as a potential option for managing budgets, is now a strategic direction that drives competitive positioning, product innovation, business agility, and cost management.

We are committed to continue our investment in the OpenText Cloud, which is a purpose-built cloud environment for solutions spanning Information Management, Compliance, Cyber Resilience and B2B Integration.

We target to spend 12% to 14% of revenues for R&D each fiscal year.

The cloud is a business imperative.

What used to be discussed as a potential option for managing budgets, is now a strategic direction that drives competitive positioning, product innovation, business agility, operational efficiency and cost management.

We are committed to continue our investment in the OpenText Cloud to best suit the needs of our customers.

Supported by a global, scalable, and secure infrastructure, the OpenText Cloud includes a foundational platform of technology services, and packaged business applications for industry and business processes.

The OpenText Cloud enables organizations to protect and manage information in public, private or hybrid deployments.

The OpenText Cloud enables organizations to protect and manage information in public, private or hybrid deployments at scale.

We remain a value oriented and disciplined acquirer, having efficiently deployed $6.5 billion on acquisitions over the last 10 fiscal years.

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We expect to continue to acquire strategically, to integrate and innovate, and to deepen and strengthen our intelligent information platform for customers.

In Fiscal 2020, we continued the implementation of our strategy by acquiring Carbonite and XMedius.

We regularly evaluate acquisition opportunities and at any time may be at various stages of discussion with respect to such opportunities.

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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 is expected to further 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 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 and continuing evolution of this uncertain situation.

We are conducting business with substantial modifications to employee travel and work locations and also virtualization or cancellation of all sales and marketing events, which we expect to continue throughout Fiscal 2021, along with substantially modified interactions with customers and suppliers, among other modifications.

In March 2020, we also drew down $600 million from the Revolver, as defined below, as a preemptive measure in order to increase our cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic.

We 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.

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 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 a precaution, we have temporarily and significantly reduced hiring and discretionary spending, while taking note of some savings to be achieved through travel restrictions and the cancellation of certain events.

In addition, in order to further mitigate the operational impacts of COVID-19, our Compensation Committee and Board approved the following measures effective for the period May 15, 2020 through June 30, 2021, subject to review and modification as the situation warrants.

Please also see "Special Fiscal 2020 Performance Bonus" in Part III, Item 11, elsewhere in this Annual Report on Form 10-K.

15% base salary reduction and forbearance of any annual variable cash compensation effective May 15, 2020 for the remainder of Fiscal 2020 and for all of Fiscal 2021, totaling an approximate 60% reduction in targeted cash compensation, for our Chief Executive Officer (CEO) & Chief Technology Officer (CTO);

15% base salary reduction and 15% reduction in target annual variable cash compensation for our other Named Executive Officers and members of the executive leadership team (ELT);

10% base salary reduction and 10% reduction in target annual variable cash compensation, as applicable, for Vice-President- director-, and manager-level employees;

5% base salary reduction for all other employees subject to exception for certain of our employees, such as our employees in Asia who are earning less than the equivalent of $20,000 per year;

15% reduction in cash retainer compensation fees payable to the Board of Directors;

Suspension of employer paid contributions to retirement benefits in the United States and Canada for the remainder of Fiscal 2020 and Fiscal 2021.

These cost reduction measures are in addition to other previously disclosed facilities and workforce related actions as part of our COVID-19 Restructuring Plan.

For more information, please see note 18 "Special Charges" in the Notes to Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K.

As previously disclosed, in order to further 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.

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.

Looking Towards the Future

In Fiscal 2021 we intend to continue to implement strategies that are designed to:

Broaden Our Reach into Information Management through the G10K.

As technologies and customers become more sophisticated, we intend to be a leader in expanding the definition of traditional market sectors.

This is the marquee target for Information Management and organic growth.

We continue to focus on connecting the G10K to our information platform and we believe we are well positioned to expand our penetration in this market.

Invest in the Cloud.

Today, 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 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 designed to build additional flexibility for our customers:

becoming cloud-native, connecting anything, and extending capabilities quickly with multi-tenant SaaS applications and services.

Deepen Existing Customer Footprint .

We believe one of our greatest opportunities is to sell newly acquired technologies to our existing customer base, and cross-sell historical OpenText products to newly acquired customers.

We have significant expertise in a number of industry sectors and aim to increase our customer penetration based on our strong credentials.

We are particularly focused on circumstances where the customer is looking to consolidate multiple vendors with solutions from a

single source while addressing a broader spectrum of business problems or equally new or existing customers looking to take a more holistic approach to digital transformation.

Invest in Technology Leadership.

We believe we are well-positioned to develop additional innovative solutions to address the evolving market.

We plan to continue investing in technology “innovation” by funding internal development as well as collaborating with third-parties.

Deepen Strategic Partnerships.

OpenText is committed culturally, programmatically and strategically to be a partner-embracing company.

Our partnerships with companies such as SAP SE, Google Cloud, Amazon AWS, Microsoft Corporation, Oracle Corporation, Salesforce.com Corporation and others serve as examples of how we are working together with our partners to create next-generation Information Management solutions and deliver them to market.

We will continue to look for ways to create more customer value from our strategic partnerships.

Broaden Global Presence .

As customers become increasingly multi-national and as international markets continue to adopt Information Management, we plan to further grow our brand, presence, and partner networks in these new markets.

We are focused on using our direct sales for targeting existing customers and plan to address new geographies jointly with our partners.

Selectively Pursue Acquisitions.

We expect to continue to pursue strategic acquisitions to strengthen our service offerings in the Information Management market.

In light of the continually evolving marketplace in which we operate, we regularly evaluate acquisition opportunities within the Information Management market 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.

OpenText Revenues

Our business consists of four revenue streams:

license, cloud services and subscriptions, customer support, and professional service and other.

For information regarding our revenues and assets by geography for Fiscal 2020, Fiscal 2019 and Fiscal 2018, see note 20 “Segment Information” in the Notes to Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K.

License revenues consist of fees earned from the licensing of software products to our 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.

The decision by a customer to license our software products often involves a comprehensive implementation process across the customer’s network or networks and the licensing and implementation of our software products may entail a significant commitment of resources by prospective customers.

cloud services and subscriptions, customer support, license, and professional service and other.

For information regarding our revenues by significant geographic area for Fiscal 2021, Fiscal 2020 and Fiscal 2019, please see note 20 “Segment Information” to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Cloud Services and Subscriptions

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Customer support is typically renewed on an annual basis and historically customer support revenues have been a significant portion of our total revenue.

Through our OpenText customer support programs, customers receive access to software upgrades, a knowledge base, discussions, product information, and an online mechanism to post and review “trouble tickets”.

Additionally, our customer support teams handle questions on the use, configuration, and functionality of OpenText products and can help identify software issues, develop solutions, and document enhancement requests for consideration in future product releases.

Through our OpenText customer support programs, customers receive access to software and security upgrades, a knowledge base, discussions, product information, and an online mechanism to post and review “trouble tickets”.

Additionally, our customer support teams handle questions on the

use, configuration, and functionality of OpenText products and can help identify software issues, develop solutions, and document enhancement requests for consideration in future product releases.

License revenues consist of fees earned from the licensing of software products to our 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.

Professional Service and Other

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Marketing and Sales

Our customer base consists of G10K organizations, enterprise companies, public sector agencies, mid-market companies and with the acquisition of Carbonite, SMB's and direct consumers.

Historically, including in Fiscal 2020, no single customer has accounted for 10% or more of our total revenues.

Our customer base consists of G10K organizations, enterprise companies, public sector agencies, mid-market companies, SMB and direct consumers.

Partners and Alliances

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We are SAP’s partner for content services.

The OpenText Suite for SAP solutions provides key business content within the context of SAP business processes providing better efficiencies, reduced risk and better experiences for customers, employees and partners - accessible anywhere and anytime and available on and off-cloud.

The OpenText Suite for SAP solutions provides key business content within the context of SAP business processes providing enhanced efficiencies, reduced risk and better experiences for customers, employees and partners - accessible anywhere and anytime and available on and off-cloud.

• Google Cloud:

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Each distinct program is focused to provide valuable business benefits to the joint relationship.

Global Systems Integrators (GSI) provide customers with digital transformational services around OpenText technologies.

They are trained and certified on OpenText solutions and enhance the value of our offerings by providing

technical credibility and complementary services to customers.

Global Systems Integrators (GSIs) provide customers with digital transformational services around OpenText technologies.

They are trained and certified on OpenText solutions and enhance the value of our offerings by providing technical credibility and complementary services to customers.

Our GSIs include, Accenture plc, ATOS International S.A.S., Capgemini Technology Services SAS, Cognizant Technology Solutions U.S.

Corp., Deloitte Consulting LLP, and Tata Consultancy Services (TCS).

With the acquisition of Carbonite, our partner programs also enable managed service providers (MSPs), resellers, distributors, and network and security vendors to grow through cloud-based cybersecurity, threat intelligence, and backup and recovery solutions aimed at the SMB and consumer markets.

Our partner programs also enable managed service providers (MSPs), resellers, distributors, and network and security vendors to grow through cloud-based cybersecurity, threat intelligence, and backup and recovery solutions aimed at the SMB and consumer markets.

We provide the industry-specific tools, services, training, integrations, certifications, and platforms our partners need to ensure trust and reliability with their customer base.

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Below is a summary of the more material acquisitions we have made over the last five fiscal years.

In Fiscal 2020, we completed the following acquisitions:

• O n March 9, 2020, we acquired XMedius, a provider of secure information exchange and unified communication solutions, for $73.5 million.

O n December 24, 2019, we acquired Carbonite, a leading provider of cloud-based subscription backup, disaster recovery and endpoint security to SMB, consumers, and a wide variety of partners, for $1.4 billion .

• O n December 24, 2019, we acquired Carbonite Inc.

(Carbonite), a leading provider of cloud-based subscription backup, disaster recovery and endpoint security to SMB, consumers, and a wide variety of partners, for $1.4 billion.

• O n December 2, 2019, we acquired certain assets and certain liabilities of Dynamic Solutions Group (The Fax Guys) for $5.1 million.

Prior to Fiscal 2020, we completed the following acquisitions:

• O n January 31, 2019, we acquired Catalyst, a leading provider of eDiscovery that designs, develops and supports market-leading cloud eDiscovery software, for $71.4 million.

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• On July 20, 2016, we acquired Recommind, a leading provider of eDiscovery and information analytics, based in San Francisco, California, United States, for $170.1 million.

O n May 1, 2016, we acquired ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, based in Michigan, United States.

Total consideration for ANX was $104.6 million.

On April 30, 2016, we acquired certain customer experience software and services assets and liabilities from HP Inc.

(CEM Business) for $160.0 million.

On November 23, 2015, we acquired Daegis Inc.

(Daegis), a global information governance, data migration solutions and development company, based in Texas, United States.

Total consideration for Daegis was $23.3 million.

We believe our acquisitions support our long-term strategy for growth, strengthen our competitive position, expand our customer base and provide greater scale to accelerate innovation, grow our earnings and provide superior shareholder value.

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We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights.

We have obtained or applied for trademark registration for most corporate and strategic product names in most major markets.

We have obtained or applied for trademark registration for corporate and strategic product names in selected major markets.

We have a number of U.S.

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For more information on the risks related to our intellectual property rights, see "Risk Factors" included in Item 1A of this Annual Report on Form 10-K.

As of June 30, 2020 , we employed a total of approximately 14,400 individuals.

Looking Towards the Future

In Fiscal 2022 we intend to continue to implement strategies that are designed to:

Broaden Our Reach into Information Management through the G10K.

As technologies and customers become more sophisticated, we intend to be a leader in expanding the definition of traditional market sectors.

We continue to expand our direct sales coverage of the G10K as we focus on connecting this marquee customer base to our information platform.

Invest in the Cloud.

Today, 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 existing investments in the OpenText Cloud.

The OpenText Cloud is designed to build additional flexibility and scalability for our customers:

becoming cloud-native, connecting anything, and extending capabilities quickly with multi-tenant SaaS applications and services.

Deepen Existing Customer Footprint .

We believe one of our greatest opportunities is to sell newly developed or acquired technologies to our existing customer base, and cross-sell historical OpenText products to newly acquired customers.

We have significant expertise in a number of industry sectors and aim to increase our customer penetration based on our strong credentials.

We are particularly focused on circumstances where the customer is looking to consolidate multiple vendors with solutions from a single source while addressing a broader spectrum of business problems or equally new or existing customers looking to take a more holistic approach to digital transformation.

Invest in Technology Leadership.

We believe we are well-positioned to develop additional innovative solutions to address the evolving market.

We plan to continue investing in technology “innovation” by funding internal development as well as collaborating with third-parties.

Deepen Strategic Partnerships.

OpenText is committed culturally, programmatically and strategically to be a partner-embracing company.

We will continue to look for ways to create more customer value from our strategic partnerships.

Broaden Global Presence .

We are focused on using our direct sales for targeting existing G10K customers and plan to address new geographies and SMB customers, jointly with our partners.

Selectively Pursue Acquisitions.

We expect to continue to pursue strategic acquisitions to strengthen our service offerings in the Information Management market.

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.

Human Capital

Our Global Footprint

Our ability to attract, retain and engage a diverse workforce committed to innovation, operational excellence and the OpenText mission and values across our global footprint is a cornerstone to our success.

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" included in Item 7 of this Annual Report on Form 10-K for our definitions of geographic regions.

The approximate composition of our employee base is as follows:

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We believe that relations with our employees are strong.

employees are represented by a labour union, nor do we have collective bargaining arrangements with any of our employees.

None of our employees are represented by a labour union, nor do we have collective bargaining arrangements with any of our employees.

However, in certain international jurisdictions in which we operate, a “Workers' Council” represents our employees.

Employee Safety / COVID-19 Response

In response to the unprecedented impact of the COVID-19 pandemic, we have implemented Project Shield as a business continuity plan to address employee, customer, facility and technology-related challenges associated with the pandemic.

Project Shield maintains the overarching principle of providing safe environments for our employees, customers, partners, as well as the communities where we work.

Project Shield takes a strong human capital focus, including enabling well-researched global awareness, post-pandemic support for our employees and managing a safe return to our workplace.

We focus on analyzing key COVID-19 related data to support executive decisions, ensuring regular executive and employee communications and making strong connections with leaders around the world to respond swiftly to local changes.

Through effective use of collaboration tools and technology, a significant majority of employees are working entirely remotely without a disruption to productivity.

Over the course of the pandemic, we have ensured our benefit programs support employees, and we established the OpenText Relief Fund to provide financial assistance for employees requiring additional support for medical costs related to contracting COVID-19.

A daily case management protocol is in place to ensure a deep understanding of any impacts.

Changes to governmental orders are monitored and used in planning the phased re-opening of our offices.

While it is our intention to return to the office, it will be gradual, flexible in workplace, rooted in an understanding of local circumstances and guided by safety-first principles.

Our new flexible workplace approach will combine the benefits of in-person collaboration with increased flexibility to drive both innovation and productivity.

Our past experiences will be used to inform our future workplace standards.

Employee Engagement

We regularly conduct employee research to understand perceptions in the areas of engagement, company strategy, personal impact, manager effectiveness, recognition, career development and equity, diversity and inclusion.

Participation level and engagement remain high.

Throughout the pandemic employee communication and listening strategies increased, including supplemental surveys ranging from perceptions of safety and well-being, to feedback and office re-opening plans.

Equity, Diversity and Inclusion (ED&I)

We are passionate about creating an inclusive environment where skilled and diverse employees thrive, deliver compelling innovations to our customers and provide shareholder value.

We are committed to increasing equity in opportunity for all employees regardless of race, gender, sexual orientation, religion or other differences.

At OpenText, we have established a global Equity, Diversity and Inclusion steering committee to guide ED&I programs.

We bring our ambition to life through impact teams made of employees who come together to recommend policies, programs and initiatives across a range of topics.

Our impact teams are leading global initiatives with local impact which include:

• Awareness and Training:

For employees and managers on matters such as inclusive leadership practices and diversity awareness;

• Recruiting:

Platforms that are inclusive, diverse slates for key leadership roles, an increased focus on virtual work opportunities to widen recruiting talent and diversity;

• Advancement:

Internal career building opportunities, mentoring and networks;

Employee affinity groups, including "Black Employee Engagement" and "Women in Technology", fostering sponsorship, community and career conversations;

• Civic Action:

Focusing an ED&I lens on community outreach and engagement.

Compensation and Benefits

Our compensation philosophy is based on a set of principles that align with business strategy, reflect business and individual performance levels, consider market conditions to ensure competitiveness, demonstrate internal pay equity for similar roles and reflect the impact that economic conditions have on pay programs.

Our compensation and benefit programs are regularly reviewed through an executive-sponsored governance process.

Across the Company, we offer a wide variety of retirement and group benefits including medical, life and disability, which are designed to protect employees and their dependents against financial hardship due to illness or injury.

We also have regional Employee Assistance Programs in many countries that provide 24/7 confidential counselling, support and access to resources for employees and their families.

The OpenText Employee Stock Purchase Plan (ESPP) is a global benefit program that allows

all eligible employees to purchase OpenText shares at a 15% discount and provides the opportunity for employees to strengthen their ownership in the Company while enjoying the benefits of potential share price appreciation.

Internal equity is a cornerstone of our goals.

Our pay programs are carefully designed and governed, from hiring practices to consistency in progression rates for common roles.

In designing variable pay for performance awards, we focus only on measurable outcomes rather than subjective measures.

This ensures true equity in opportunity and awards tied to business results.

Employee Education, Training and Compliance

We know that employees join OpenText for continuous learning, experience and credentials to shape their careers.

Our strategies focus on ensuring strong technical credentials, building capabilities, new skills sets and a high duty of care in ensuring ethical, secure and compliant practices.

Internal applications to job postings are highly encouraged.

Employees have internal access to certification on OpenText and partner products.

Our annual Career Day focuses on career development planning and honing manager skills in developing teams.

We offer an annual education reimbursement program to all employees globally.

This program aligns with our commitment to support internal development, equal opportunity and mobility across all of our geographies, regardless of an employee’s role, function or location.

We have designed the education reimbursement program to meet the needs of all personalized development goals through programs that range from technical to business skills.

As part of our commitment to the highest standards of conduct, all employees and contractors participate in an annual formal Compliance and Data Security Training, including Code of Business Conduct and Ethics, Responsible Business Practices, Data Protection, Global Data Privacy Practices, Protecting Information and Preventing Sexual Harassment Training.

These compliance programs ensure that we operate our business with integrity, following standard business ethics across the globe.

Environmental, Social and Corporate Governance (ESG)

We support many global and local employee-led initiatives.

Our charitable giving program supports activities focused on education, innovation and disaster relief while also providing employees three paid days off to volunteer and make an impact in their community.

In addition, we recently launched the OpenText Voyager Fund to identify and address key needs in our communities.

To operate long-term, we need to ensure that our local communities and the natural environment are thriving.

We are committed to mitigating the adverse environmental impacts of our business activities, which at a minimum means abiding by all environmental laws, regulations and standards that apply to us.

Our Environmental Policy articulates our commitment to measuring and managing our environmental impact.

We have established short-term environmental goals on energy consumption, waste diversion and greenhouse gas emissions.

Corporate Mission

Overall, our people programs and actions are driven by our mission.

• Our Belief:

Information and knowledge make business and people better.

• Our Aspiration:

To be the leading cloud-based Information Management company, enabling intelligent, secure and connected business.

• Our Passion:

Deliver compelling innovations that provide our customers a competitive advantage, and create an inclusive environment where passionate, skilled and diverse employees thrive.

Available Information

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In addition, our filings with the SEC may be accessed through the SEC's website at www.sec.gov and our filings with the Canadian Securities Administrators (CSA) may be accessed through the CSA's System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com .

The SEC and SEDAR websites are included in this Annual Report on Form 10-K as inactive textual references only.

Except for the documents specifically incorporated by reference into this Annual Report, information contained on the SEC or CSA websites is not incorporated by reference in this Annual Report on Form 10-K and should not be considered to be a part of this Annual Report.

The SEC and SEDAR websites are included in this Annual Report on Form 10-K as inactive

textual references only.

Except for the documents specifically incorporated by reference into this Annual Report, information contained on the SEC or SEDAR websites is not incorporated by reference in this Annual Report on Form 10-K and should not be considered to be a part of this Annual Report.

All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by applicable law.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business