What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-08-05 compared with 2020-08-06 · 52 added, 25 removed, 138 unchanged (36% of the section changed)

12 unchanged sentences

dollars or Canadian dollars by contacting the Company's transfer agent.

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 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.

Stock Purchases

No shares were repurchased during the three months ended June 30, 2020.

During the three months ended June 30, 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 June 30, 2020, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the cumulative total return on:

The following graph compares the five year period ending June 30, 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);

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

2016 June 30,

2017 June 30,

2018 June 30,

2019 June 30,

2020 June 30,

Open Text Corporation $ 100.00 $ 108.22 $ 122.73 $ 146.10 $ 153.20 $ 186.36

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United States Tax Matters

T he following discussion summarizes certain U.S.

The following discussion summarizes certain U.S.

federal income tax considerations relevant to an investment in the Common Shares by a U.S.

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Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including an exchange for U.S.

dollars, will be U.S.

dollars, will generally be U.S.

source ordinary income or loss.

The amount of Canadian tax withheld generally will give rise to a foreign tax credit or deduction for U.S.

federal income tax purposes (see “Canadian Tax Matters - Dividends - Non-residents of Canada”).

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.

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 income (rather than foreign source income) for foreign tax credit purposes to the extent they are attributable to earnings and profits of the foreign corporation from sources within the 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 the Company does not expect to calculate its earnings and profits for U.S.

federal income tax purposes, the effect of this rule may be to treat all or a portion of any dividends paid by the Company as U.S.

source income, which in turn may limit a U.S.

holder’s ability to claim a foreign tax credit for the Canadian withholding taxes payable in respect of the dividends.

Subject to limitations, the Code permits a U.S.

holder entitled to benefits under the Convention to elect to treat any dividends paid by the Company as foreign-source income for foreign tax credit purposes.

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 in respect of the amount of Canadian income tax withheld from dividends paid to such U.S.

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 credit limitation, dividends paid by the Company generally will be treated as “passive category” income from sources outside the United States.

However, if the Company were to be treated as a United States-owned foreign 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.

A United States-owned foreign corporation is any foreign corporation when 50% or more of the value or voting power of its stock is owned by United States persons (directly, indirectly or by attribution).

The Company does not expect to calculate its earnings and profits under U.S.

federal income tax principles.

Therefore, the effect of this rule may cause dividends paid by the Company to be treated as entirely from sources within the United States.

This could limit a U.S.

holder’s ability to claim a foreign tax credit for any Canadian taxes withheld from the dividends.

holder entitled to benefits under the Convention may, however, elect to treat dividends paid by the Company as foreign source income for foreign tax credit purposes, subject to certain requirements.

The foreign tax credit rules are complex.

should consult their own tax advisors with respect to the implications of those rules for their investments in the Common Shares.

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

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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 Carbonite, Liaison, Guidance, ECD Business, CCM Business and CEM Business.

Over the last five fiscal years we have acquired a number of companies including, but not limited to Carbonite, Liaison, Guidance, ECD Business, and CCM Business.

The results of these companies and all of our 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:

$ 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

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As of June 30,

2021 2020 2019 2018 2017

Balance Sheet Data:

Total Assets (1)

$ 9,609,336 $ 10,234,822 $ 7,933,975 $ 7,765,029 $ 7,480,562

Total Long-term liabilities $ 4,147,979 $ 4,323,880 $ 3,034,588 $ 3,053,172 $ 2,820,200

3 unchanged sentences

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.

(2) Excludes $600 million currently drawn on the Revolver, which we expect to repay within one year.

Please see note 11 "Long-Term Debt" to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more details.

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 5. Market for Registrant’s Common Equity