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Item 9A. Controls and Procedures

2021-08-05 compared with 2020-08-06 · 1189 added, 1064 removed, 2327 unchanged (49% of the section changed)

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(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).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 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.

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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.

Our management has excluded the ICFR of Carbonite, Inc.

(Carbonite), which we acquired on December 24, 2019 as discussed in note 19 "Acquisitions" to the Consolidated Financial Statements included elsewhere in this Annual Report on

Total revenues subject to Carbonite's ICFR represented 7.6% of our consolidated total revenues for the fiscal year ended June 30, 2020.

Total assets subject to Carbonite's ICFR represented 17.2% of our consolidated total assets as of June 30, 2020 (of which $1.6 billion, or 15.6% of our consolidated total assets, represents goodwill and net intangible assets subject to our internal control over financial reporting as of June 30, 2020).

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, 2021.

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KPMG LLP, our independent registered public accounting firm, has issued a report under Public Company Accounting Oversight Board Auditing Standard No.

5 on the effectiveness of our ICFR.

KPMG LLP, our independent registered public accounting firm, has issued a report under Public Company Accounting Oversight Board Auditing Standards AS 2201 on the effectiveness of our ICFR.

See Part IV, Item 15 of this Annual Report on Form 10-K.

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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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of COVID-19, our employees have shifted to a work from home model beginning in March 2020.

While pre-existing controls were not specifically designed to operate in our current work from home environment, we believe that established internal controls over financial reporting continue to address all identified risk areas.

As a result of COVID-19, we continue to operate under a work from home model.

Although our pre-existing controls were not specifically designed to operate in 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 internal control over financial reporting.

Other Information

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The following table sets forth certain information as to our directors and executive officers as of July 30, 2021.

Office and Position Currently Held With Company

Vice Chair, Chief Executive Officer and Chief Technology Officer, Director

Madhu Ranganathan

Executive Vice President, Chief Financial Officer

Savinay Berry

Senior Vice President, Cloud Service Delivery

Senior Vice President, Chief Marketing Officer

Executive Vice President, Chief Legal Officer and Corporate Development

Prentiss Donohue

Senior Vice President, Partners & Alliances

Senior Vice President, Revenue Operations

Simon Harrison

Executive Vice President, Worldwide Sales

David Jamieson

Senior Vice President, Chief Information Officer

Executive Vice President, Chief Product Officer

James McGourlay

Executive Vice President, Customer Operations

Senior Vice President, Corporate Development

Senior Vice President, Chief Accounting Officer

Craig Stilwell

Executive Vice President and General Manager SMB and Consumer

Brian Sweeney

Senior Vice President, Chief Human Resources Officer

Thomas Jenkins

Chairman of the Board

Name Age Office and Position Currently Held With Company

Barrenechea 56 Vice Chair, Chief Executive Officer and Chief Technology Officer, Director

Madhu Ranganathan 57 Executive Vice President, Chief Financial Officer

Lou Blatt 59 Senior Vice President, Chief Marketing Officer

Davies 59 Executive Vice President, Chief Legal Officer and Corporate Development

Prentiss Donohue 51 Executive Vice President, SMB/C Sales

Paul Duggan 46 Executive Vice President, Worldwide Renewals

Simon Harrison 51 Executive Vice President, Enterprise Sales

Kristina Lengyel 53 Executive Vice President, Customer Solutions

Muhi Majzoub 61 Executive Vice President, Chief Product Officer

James McGourlay 52 Executive Vice President, International Sales

Renee McKenzie 46 Senior Vice President, Chief Information Officer

Parker 50 Senior Vice President, Corporate Development

Howard Rosen 57 Senior Vice President, Chief Accounting Officer

Brian Sweeney 57 Executive Vice President, Chief Human Resources Officer

Thomas Jenkins 61 Chairman of the Board

Randy Fowlie (2)(3)

Major General David Fraser (3)

Robert Hau (2)

Powell 55 Director

Sadler 70 Director

Harmit Singh (2)

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Stevenson (2)

Carl Jürgen Tinggren (2)

Deborah Weinstein (1)(3)

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Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation (SGI), where he also served as a member of the Board.

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.

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.

Barrenechea also served as a director of SGI from 2006 to 2012.

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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.

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.

Barrenechea has authored several books including The Intelligent and Connected Enterprise, The Golden Age of Innovation, Digital Manufacturing, Digital Financial Services, On Digital, Digital:

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She also has public accounting experience with PriceWaterhouseCoopers LLC.

Ranganathan currently serves as Board Member for Akamai Technologies.

In the past five years she served as a Board Member of ServiceSource and Watermark, a Bay Area organization focused on professional development for women.

Ranganathan holds an MBA in Finance from the University of Massachusetts, is a Certified Public Accountant in California and a Chartered Accountant (India).

Savinay Berry

Berry has served as the Company's Senior Vice President, Cloud Service Delivery since January 2019.

He is responsible for all OpenText Cloud Services, including infrastructure, Service Delivery, Managed Services, eDiscovery, Security Cloud Services and Professional Services in the Philippines.

Prior to this role, Mr.

Berry served as Vice President, Engineering and Products from 2017 to 2019.

Prior to joining OpenText, Mr.

Berry was Vice President, Product Management at Dell EMC from 2015 to 2017 and Director, Advanced Product and Technology at Intuit from 2013 to 2014.

He also served as Vice President of Product Management at Empowered Inc (acquired by Qualcomm) from 2011 to 2012 and from 2008 to 2011, Mr.

Berry served as Principal, Granite Ventures.

Berry holds both a Bachelor and Master’s Degree in Electrical and Computer Engineering and an MBA from Kellogg School of Management at Northwestern University.

Ranganathan currently serves as a Board Member for the Bank of Montreal and 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.

Ranganathan holds an MBA in Finance from the University of Massachusetts, is a member of the AICPA and a Chartered Accountant (India).

Blatt has served as OpenText’s Senior Vice President and Chief Marketing Officer since April 2020.

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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.

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.

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Prentiss Donohue

Donohue has served as Senior Vice President, Portfolio group since January 2019.

Donohue 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 of Professional Services from April 2016 to January 2019.

Donohue served as Senior Vice President, Portfolio Group from January 2019 to December 2020 and as Senior Vice President of Professional Services from April 2016 to January 2019.

He brings over 20 years of experience in support and services management.

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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.

Duggan joined OpenText as Senior Vice President of Revenue Operations in January 2017.

Duggan has served as Executive Vice President, Worldwide Renewals since July 2021.

Prior to this role, Mr.

Duggan served as Senior Vice President, Revenue Operations from January 2017 to July 2021.

He is responsible for operations across sales, professional services, business networks, and customer support.

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Simon Harrison

Harrison has served as the Company’s Executive Vice President of Worldwide Sales since October 2017.

Harrison has served as the Company’s Executive Vice President of Enterprise Sales since 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 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.

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.

Harrison holds an honors degree in Computer Science from Leeds University.

David Jamieson

Jamieson joined OpenText as the Chief Information Officer 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.

Jamieson has held senior positions with companies such as Universal Studios Canada from 1999 to 2001, EDS/SHL Systemhouse from 1996 to 1999, and Canadian Pacific Railway from 1988 to 1996.

Jamieson holds a Bachelor of Applied Science, Mechanical Engineering from the University of Toronto and received his Professional Engineer designation in 1990.

Majzoub has served as Executive Vice President, Engineering since January 2016.

Prior to that he served as Senior Vice President, Engineering from June 2012 to January 2016.

Kristina Lengyel

Lengyel has served as the Company's Executive Vice President, Customer Solutions since March 2021.

Prior to joining OpenText, Ms.

Lengyel served as Vice President of Global Solutions at Salesforce from July 2019 to March 2021, heading their global analytics (Tableau) services practice.

Lengyel held key executive roles at Kronos (now Ultimate Kronos Group), overseeing global customer solutions and engineering, from 2010 to 2019.

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.

Lengyel holds a Master's Degree in Business Administration from Northeastern University and a Bachelor's Degree in computer engineering from Sault College of Applied Arts and Technology.

Majzoub has served as Executive Vice President, Chief Product Officer since September 2019.

Prior to 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.

Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes.

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James McGourlay

McGourlay has served as Executive Vice President, Customer Operations since October 2017.

McGourlay has served as Executive Vice President, International Sales since July 2021.

Prior to this, Mr.

McGourlay was the Company's 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.

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.

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.

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.

Renee McKenzie

McKenzie was appointed Senior Vice President, Chief Information Officer for OpenText in April 2021.

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.

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.

Parker has served as the Company’s Senior Vice President, Corporate Development since October 2019.

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Parker served as President & Chief Executive Officer of Quarterhill Inc., focused on the acquisition, management and growth of companies in dedicated technology areas.

Parker previously served as Senior Vice President, Corporate Development of OpenText from 2015 to 2017.

Parker previously served as Senior Vice

President, Corporate Development of OpenText from 2015 to 2017.

Prior to this role, Mr.

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Rosen served as Vice President, Global Controller and Principal Accounting Officer at Wesco Aircraft from September 2018 to March 2020.

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 Systems from 2010 to 2011 and as Senior Vice President and Chief Accounting Officer at MDS Inc.

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.

Rosen is a CPA and holds a BSBA, Accounting from Georgetown University.

Craig Stilwell

Stilwell joined OpenText as the Executive Vice President and General Manager, SMB and Consumer in December 2019 through the acquisition of Carbonite.

Prior to joining OpenText, Mr.

Stilwell was the Chief Revenue Officer of Carbonite from July 2019 to December 2019, where he was responsible for leading the company’s go-to-market efforts, including global sales and marketing.

From February 2000 to July 2019 Mr.

Stilwell held various leadership roles at Citrix Systems, including Senior Vice President of Partner Sales, Vice President of US Commercial Sales and Regional COO of the Americas.

Stilwell holds a BSBA with honors in Finance from the University of Florida and serves on the Board of Trustees for his local Leukemia and Lymphoma Society chapter.

Brian Sweeney

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From 1989 to 1992, Mr.

Sweeney was a Human Resources consultant at AON Hewitt Associates, working across multiple client industry sectors in the practice areas of employee benefits and executive compensation.

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.

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Fowlie has served as a director of OpenText since March 1998.

From March 2011 to April 2017, Mr.

From 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.

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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 of audio and video infrastructure to the professional video industry.

Leitch was acquired in August 2005 by Harris Corporation.

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 manufacturing of audio and video infrastructure products for the professional broadcast and video industry.

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 and from February 1998 to June 1999 Mr.

Fowlie was the Chief Financial Officer of Inscriber.

Fowlie held the position of Chief Operating Officer and Chief Financial Officer of Inscriber Technology Corporation (Inscriber), a software company providing products to the broadcast and 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.

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Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998.

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 Corporation, which became a public company in July 2020, as well as InvestorCom Inc.

Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant.

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.

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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 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.

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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.

He is a member of The Prince’s Charities Advisory Council as well as the Conference of Defence Association board.

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.

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 .

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She was recently named as one of WomenInc.'s 2018 Most Influential Corporate Board Directors.

Hau has served as a director of OpenText since September 2020.

He is the Chief Financial Officer and Treasurer at Fiserv, Inc., and provides oversight for all financial functions of the company.

Hau has nearly 30 years of experience in business and financial leadership roles.

Prior to joining Fiserv, he 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 financial infrastructure necessary to drive the company’s financial direction, vision and compliance initiatives.

Previously, Mr.

Hau served as Chief Financial Officer for Lennox International Inc.

Hau also spent 22 years at Honeywell International Inc.

in a variety of progressive financial and operations leadership roles, including serving as Chief Financial Officer of its Aerospace Business Group, Specialty Materials Business Group and Aerospace Electronic Systems Unit.

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.

Powell has served as a director of 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 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.

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.

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.

Powell holds a B.S.

degree from Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and is certified as a Senior Professional in Human Resources (SPHR®) .

Sadler has served as a director of OpenText since September 1997.

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Sadler is a director of Enghouse Systems Limited.

Sadler has a Business and Security Valuation certificate from the Canadian Association of Business Valuators, holds a B.A.

Sadler has a Business and Security Valuation certificate from Canadian Association of Business Valuators, holds a B.A.

(Honours) in Industrial Engineering and an M.B.A.

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Slaunwhite has served as a director of OpenText since March 1998.

Slaunwhite also currently serves on the board of Vector Talent Holdings, L.P., the parent holding company of Saba Software, since 2017.

Slaunwhite also previously served on the board of Vector Talent Holdings, L.P., the parent holding company of Saba Software from 2017 to December 2020.

Previously, Mr.

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Commerce (Honours) from Carleton University .

Stevenson has served as a director of OpenText since December of 2008.

She is a corporate director who has served on a variety of public and Not-for-Profit boards in Canada and the United States.

Stevenson is director of the Canadian Imperial Bank of Commerce (CIBC) where she chairs its Corporate Governance Committee.

Stevenson has served as a director of OpenText since December 2008.

She has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the US over the past two decades, where she has consistently assumed leadership roles.

Stevenson is the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC).

Stevenson is also a director of CIBC Bancorp USA Inc.

and CIBC USA, and serves on the board of Capital Power Corporation (Audit Committee Chair).

CIBC and Capital Power Corporation are publicly listed companies.

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.

She was formerly a senior finance executive of Nortel Networks Corporation from 1995 to 2007.

Previously, she held a variety of positions in investment and corporate banking at JP Morgan Chase & Co.

Michael's Hospital Foundation Board and its Executive Committee.

She was previously a

financial executive in the telecommunications and banking sectors.

Stevenson holds a B.A.

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granted by the Institute of Corporate Directors (ICD).

Stevenson was named one of the 2018 Top 100 Most Powerful Women in Canada.

In the last five years, Ms.

Stevenson also served as a director of Valeant Pharmaceuticals International Inc., currently Bausch Health Companies Inc and CAE Inc.

Carl Jürgen Tinggren

Tinggren has served as a director of OpenText since February 2017.

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.

is currently the Chairman of the board of Bekaert SA and a member of the board of directors of Johnson Controls International, where he also serves as lead director and as chair of the audit committee.

Previously, Mr.

Tinggren also served as a director of Schindler Group, the Conference Board and Sika AG.

Tinggren received an M.B.A.

from Stockholm School of Economics and New York University Business School.

Stevenson was named one of the 2018 Top 100 Most Powerful Women.

Deborah Weinstein

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Involvement in Certain Legal Proceedings

Stevenson served as a director of Valeant Pharmaceuticals International, Inc.

(Valeant), currently Bausch Health Companies Inc., from 2010 until her voluntary resignation in 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.

The parties to these class action claims reached settlement agreements which, assuming approval by the respective courts, will resolve and discharge, based on the terms of the settlements, all such class claims against Valeant and the other defendants in the actions without any admissions of liability and with all allegations of wrongdoing denied.

Sadler was a director of Frontline Technologies Inc.

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filed an assignment into bankruptcy under applicable bankruptcy and insolvency laws of Canada.

Stilwell served as the Chief Revenue Officer of Carbonite from July 2019 to December 2019.

During his tenure, Carbonite was, and continues to be, the subject of certain putative securities class action claims in the United States.

See note 14 “Guarantees and Contingencies - Carbonite Class Action Complaint” for more details.

Audit Committee

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Fowlie (Chair), Mr.

Tinggren, Mr.

Singh and Ms.

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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 members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objective and challenges at the time in determining the best nominee at such time.

As of the date of this Annual Report on Form 10-K, there are currently three women on the Board which represents approximately 27% of the current Board and of the director nominees, and 33% of the current independent Board members.

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 members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objective and challenges at the time in determining the best nominee at such time.

As of the date of this Annual Report on Form 10-K, there are currently four women on the Board which represents approximately 33% of the current Board and of the director nominees, and 40% of the current independent Board members.

One director self-identified to the Company as a person with disabilities.

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however, the Company has adopted a formal written Global Employment Equity and Diversity Policy which expresses its commitment to fostering a diverse and inclusive workplace for all 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 one woman as a Named Executive Officer (20%) and as one of our executive officers part of the executive leadership team (ELT) (7%), while approximately 26% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women.

The Company currently has one woman as a Named Executive Officer (20%) and three women as executive officers part of the executive leadership team (ELT) (23%), while approximately 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 Employment Equity and 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 diversity and inclusion that provides all employees an opportunity to excel, and strive to present diverse slates of candidates for all our roles and mandate it for our senior leader positions.

We will continue to develop a sustainable culture of equity, diversity and inclusion that provides all employees an opportunity to excel, and strive to present diverse slates of candidates for all our roles and mandate it for our senior leader positions.

Executive Compensation

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Hamilton, Deborah Weinstein.

this “Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

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

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• Madhu Ranganathan - Executive Vice President and Chief Financial Officer (CFO)

Craig Stilwell - Executive Vice President & General Manager SMB and Consumer

• Simon Harrison - Executive Vice President, Enterprise Sales

• Muhi Majzoub - Executive Vice President, Chief Product Officer

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• 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”).

COVID-19 Compensation Review - In order to mitigate the operational impacts of COVID-19, our Compensation Committee and Board approved the following 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 warrants:

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 CEO & 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);

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.

• 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.

Please also see " Other Long-Term Equity Grants" and "Long-Term Equity Grants to CEO" below .

Compensation Consultant

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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 five times during Fiscal 2020 .

The Compensation Committee met four times during Fiscal 2021.

Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting.

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Our peer group consists of 17 companies that include 16 US-based companies and one Israel-based company.

In Fiscal 2020, seven new companies were added to our peer group and four were removed.

General Description

Criteria Considered

Peer Group List

In Fiscal 2021, no new companies were added to our peer group 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.

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Sabre Corporation

Symantec Corporation

SS&C Technologies, Inc.

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Teradata Corporation

Total System Services, Inc.

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, 2015, 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.

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.

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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 benchmarking review performed in February 2019, further efforts were made to align our Named Executive Officers' compensation packages more closely with our stated compensation objectives.

Taking into account the peer group analysis established in February 2019 as well as market benchmarking performed in April 2020, further efforts were made to align our Named Executive Officers' compensation packages more closely with our stated compensation objectives.

Accordingly, Messrs.

Barrenechea, Davies and Ms.

Harrison, Majzoub, Davies and Ms.

Ranganathan received an adjustment to their respective long-term incentive compensation during Fiscal 2021.

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Barrenechea, accepted a 15% base salary reduction and a 15% reduction in target annual variable cash compensation.

Barrenechea accepted a 15% base salary reduction and forbearance of any annual variable cash compensation for the remainder of Fiscal 2020 and for all of Fiscal 2021, totaling an approximate 60% reduction in targeted cash compensation.

These reductions will remain in effect through June 30, 2021, subject to review and modification as the situation warrants.

Please also see "Special Fiscal 2020 Performance Bonus" below.

Barrenechea accepted a 15% base salary reduction and complete forbearance of any annual variable cash compensation, 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.

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

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

Davies $ 24,894 $ 49,761 $ 74,655

CEO Compensation

Barrenechea’s leadership of the company as CEO, including through the challenges of a global pandemic, have continued to 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 detail below in the section “ Long Term Incentives - Long Term Equity 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

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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.

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.

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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 provided to each Named Executive Officer that was either fixed pay or “at risk” for Fiscal 2020 :

Before COVID-19 Compensation Adjustments

After COVID-19 Compensation Adjustments

Named Executive Officer

(“Not At Risk”)

(at 100% target)

Long-Term Incentive

(at 100% target)

(“Not At Risk”)

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 2021:

Named Executive Officer Fixed Pay

(“Not At Risk”) Short-Term

(at 100% target)

Long-Term Incentive

(“At Risk”) Long-Term Incentive

(at 100% target)

Barrenechea 10% 10% 80%

Madhu Ranganathan 18% 19% 63%

Craig Stilwell

Simon Harrison 20% 20% 60%

Muhi Majzoub 20% 20% 60%

Davies 18% 19% 63%

Fixed pay includes:

• Base salary;

• Perquisites;

• Other benefits.

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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, our Named Executive Officers are entitled to some limited benefits that are not otherwise available to all of our employees, including:

In order to remain competitive in the 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;

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Due to his responsibilities relating to sales, Mr.

Stilwell's objectives consist of SMB and Consumer (SMBC) revenues and SMBC adjusted EBITDA.

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 helps us to assess our Named Executive Officers’ performance in helping us to grow and manage our business.

Worldwide revenues are an important metric for measuring our growth and helps us to assess our Named Executive Officers’ performance.

Worldwide license and cloud revenues are derived from the sum of "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.

SMBC revenue is the total revenue earned through Mr.

Stilwell's SMBC team, which has been recognized in the "Total Revenues" line of our audited income statement.

SMBC adjusted EBITDA is the total adjusted earnings before interest, taxes, depreciation and amortization, derived from Mr.

Stilwell's SMBC team.

For Fiscal 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

Worldwide Revenues

Worldwide Adjusted Operating Income

SMBC Revenues

SMBC Adjusted EBITDA

Madhu Ranganathan

Craig Stilwell (2)

Target amounts have been adjusted to reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.

Target amount was prorated based on the number of months Mr.

Stilwell was employed with us during Fiscal 2020.

Named Executive Officer Total Target

Worldwide Revenues Worldwide License and Cloud Revenues and MCV Worldwide Adjusted Operating Income

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%

Davies $ 373,428 50% N/A 50%

(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.

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 2021” below.

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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.

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Events that might warrant such discretionary adjustments include, but are not limited to, terrorism, political unrest, war, pandemics and natural disasters.

Objectives (in millions)

% Target Actually Achieved

% of Payment per Fiscal 2020 Payout Table

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

% 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 %

SMBC Revenues

SMBC Adjusted EBITDA

(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 paid to our Named Executives Officers, with the exception of Mr.

Stilwell, in accordance with our actual results achieved during Fiscal 2020 .

Worldwide Revenues and Worldwide Adjusted Operating Income - Attainment and Corresponding Payment

102% and above

Actual / Budget = % of Attainment

Linear x25 for every 0.5% over 100%

Attainment of 101.0% results in a payment of 150%

In Fiscal 2020 , we achieved 98% of our worldwide revenue target and 102% of our worldwide adjusted operating income target.

The “Worldwide Revenues and Worldwide Adjusted Operating Income Calculations” table above illustrates under the “% Attainment” column that an achievement of 98% of target for the worldwide revenue performance criteria results in an award payment of 85% of the target award amount and an achievement of 102% of target for the worldwide adjusted operating income performance criterion results in an award payment of 200% of the target award amount.

The tables below illustrates the percentage of the target awards paid to Mr.

Stilwell, as a result of more direct responsibilities relating to SMBC sales, in accordance with our actual results achieved during Fiscal 2020 .

SMBC Revenues - Attainment and Corresponding Payment

105% and above

Actual / Budget = % of Attainment

Linear x20 for every 1.0% over 100%

Attainment of 101% results in a payment of 120%

SMBC Adjusted EBITDA - Attainment and Corresponding Payment

110% and above

(2) Payout reflective of COVID-19 forbearance reductions applied to each of our respective Named Executive Officers' compensation.

The table below illustrates the percentage of the target awards paid to our Named Executives Officers in accordance with our actual results achieved during Fiscal 2021.

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

Actual / Budget = % of Attainment

Linear x10 for every 1.0% over 100%

Attainment of 101% results in a payment of 110%

In Fiscal 2020 , Mr.

Stilwell achieved 99% of his SMBC revenue target and 111% of his SMBC adjusted EBITDA target.

The “SMBC Revenue Calculation" and "SMBC Adjusted EBITDA Calculation” tables above illustrates under the “% Attainment” column that an achievement of 99% of target for the SMBC revenue performance criteria results in an award payment of 85% of the target award amount and an achievement of 111% of target for the SMBC adjusted EBITDA performance criterion results in an award payment of 200% of the target award amount.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2020 was determined in accordance with the formulas described above.

We have set forth below for each Named Executive Officer the award amount actually paid for Fiscal 2020 , and the percentage of target award amount represented by the actual award paid broken out by performance measure as follows:

Linear x25 for every 0.5% over 100% Attainment of 101.0% results in a payment of 150%

In Fiscal 2021, we achieved 106 % of our worldwide revenue target;

108 % of our worldwide license and 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 106 % of target for the worldwide revenue performance criteria results in an award payment of 200 % of the target award 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 122 % of target for the worldwide adjusted operating income performance criterion results in an award payment of 200 % of the target award amount.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2021 was determined in accordance with the formulas described 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 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:

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

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Worldwide Adjusted Operating Income $ 415,788 $ 62,368 $ 831,575 200 %

Total $ 831,576 $ 124,736 $ 1,663,150 200 %

Madhu Ranganathan

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

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Worldwide Adjusted Operating Income $ 234,384 $ 35,158 $ 468,767 200 %

Craig Stilwell

Total $ 468,768 $ 70,316 $ 937,534 200 %

Simon Harrison

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

SMBC Revenues

SMBC Adjusted EBITDA

The target amount and resulting amount payable was prorated based on the number of months Mr.

Stilwell was employed with the Company during Fiscal 2020.

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 %

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

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Worldwide Adjusted Operating Income $ 199,226 $ 29,884 $ 398,452 200 %

Total $ 398,452 $ 59,768 $ 796,904 200 %

Performance Measure:

Target Payable at

Threshold Actual

(% of Target)

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Worldwide Adjusted Operating Income $ 186,714 $ 28,007 $ 373,428 200 %

Special Fiscal 2020 Performance Bonus

Despite the impact of COVID-19, we were able to deliver strong financial results for Fiscal 2020, including our fourth fiscal quarter, as a result of the hard work and commitment of our employees.

In recognition of their contributions, following the end of Fiscal 2020, the Compensation Committee decided to grant a special performance bonus to those employees whose pay had been cut as a result of the COVID-19 compensation adjustments described above.

Employees, including our Named Executive Officers, will receive an amount equal to the reductions in their Fiscal 2020 salary and annual incentive payout made pursuant to such compensation adjustments.

The special performance bonus will be paid in September 2020.

However, as it relates to performance in Fiscal 2020, the bonus received by each of the Named Executive Officers is included in the Bonus column of the Summary Compensation Table below.

The special performance bonuses were determined to be made in respect of Fiscal 2020 only and the COVID-19 compensation adjustments will remain in place throughout Fiscal 2021, subject to review and modification as the situation warrants.

Total $ 373,428 $ 56,014 $ 746,856 200 %

Long-Term Incentives

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No dividends are paid or accrued on PSUs or RSUs.

% of Total LTIP

Performance Share Units (PSU)

50% of LTIP target award value

The value of each PSU is equivalent to one Common Share.

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.

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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.

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.

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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.

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.

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• 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.

Fiscal 2022 LTIP

Grants made in Fiscal 2020 under the Fiscal 2022 LTIP took effect on August 5, 2019 with the goal of measuring performance over the three year period starting July 1, 2019.

The table below illustrates the target value of each element under the Fiscal 2022 LTIP for each Named Executive Officer.

Named Executive Officer

Performance Share Units

Restricted Share Units

Stock Options

Grants made in Fiscal 2021 under the LTIP (collectively referred to as "LTIP 2023" because the PSUs and RSUs do not vest until calendar 2023) took effect on August 10, 2020 with the goal of measuring performance over the three year period starting July 1, 2020.

The table below illustrates the target value of each element under LTIP 2023 for each Named Executive Officer.

Named Executive Officer Performance Share Units Restricted Share Units Stock Options Total

Barrenechea $ 3,500,000 $ 1,750,000 $ 1,750,000 $ 7,000,000

Madhu Ranganathan $ 800,000 $ 400,000 $ 400,000 $ 1,600,000

Craig Stilwell (1)

The target amount was prorated based on the number of months Mr.

Stilwell was employed with us during Fiscal 2020

Awards granted in Fiscal 2020 under the Fiscal 2022 LTIP were in addition to the awards granted in Fiscal 2019, Fiscal 2018, and prior years.

Simon Harrison $ 625,000 $ 312,500 $ 312,500 $ 1,250,000

Muhi Majzoub $ 612,500 $ 306,250 $ 306,250 $ 1,225,000

Davies $ 625,000 $ 312,500 $ 312,500 $ 1,250,000

Awards granted in Fiscal 2021 under LTIP 2023 were in addition to the awards granted in Fiscal 2020, Fiscal 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 2022 LTIP - PSUs

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 2022 LTIP with respect to PSUs.

public companies with 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 LTIP 2023 with respect to PSUs.

If the Company's relative cumulative TSR, compared to the cumulative TSR of the Index is:

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Any target percentile achieved between 25th and 80th percentile will be interpolated to determine a payout that can range from 50% to 200% of the target award.

The amounts that may be realized for PSU awards under the Fiscal 2022 LTIP are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2020 , and applied to the number of PSUs to be issued to the Named Executive Officers based on the levels of achievement disclosed above.

Fiscal 2022 LTIP PSUs

Named Executive Officer

at June 30, 2022

The amounts that may be realized for PSU awards under LTIP 2023 are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2021, and applied to the number of PSUs granted to the Named Executive Officers on August 10, 2020 based on the levels of achievement disclosed above.

LTIP 2023 PSUs value as of June 30, 2021

Named Executive Officer 50% Payout

Barrenechea $ 1,944,116 $ 3,888,232 $ 7,776,464

Madhu Ranganathan $ 444,246 $ 888,492 $ 1,776,984

Craig Stilwell (1)

Grants made to Mr.

Stilwell under the LTIP 2022 plan were prorated based on the number of months Mr.

Stilwell was employed with the Company during Fiscal 2020.

Fiscal 2022 LTIP - RSUs

Simon Harrison $ 347,218 $ 694,436 $ 1,388,872

Muhi Majzoub $ 340,106 $ 680,212 $ 1,360,424

Davies $ 347,218 $ 694,436 $ 1,388,872

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 2022 LTIP period.

The amounts that may be realized for RSU awards under the Fiscal 2022 LTIP are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2020 , and applied to the number of equivalent RSUs to be issued to the Named Executive Officers.

Fiscal 2022 LTIP RSUs

Named Executive Officer

Value upon Payout at June 30, 2022

Provided the eligible employee remains employed throughout the vesting period, all RSUs granted shall become vested RSUs at the end of the LTIP 2023 period.

The following RSU award values under LTIP 2023 have been 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 to the Named Executive Officers on August 10, 2020..

LTIP 2023 RSUs

Named Executive Officer Value as of June 30, 2021

Barrenechea $ 1,944,116

Madhu Ranganathan $ 444,500

Craig Stilwell (1)

Grants made to Mr.

Stilwell under the LTIP 2022 plan were prorated based on the number of months Mr.

Stilwell was employed with the Company during Fiscal 2020.

Fiscal 2022 LTIP - Stock Options

The stock options granted in connection with the Fiscal 2022 LTIP vest over four years, do not have any specific performance-based vesting criteria and, if not exercised, expire after seven years.

Simon Harrison $ 346,964

Muhi Majzoub $ 340,360

Davies $ 346,964

LTIP 2023 - Stock Options

The stock options granted in connection with 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.

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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 2020 , we granted stock options and RSUs to one of our Named Executive Officers, namely, Mr.

Stilwell in connection with the commencement of his employment.

In Fiscal 2021, we granted stock options and RSUs to each of our Named Executive Officers, with the exception of Mr.

Barrenechea, through a special one-time grant for retention and engagement of our executives, who were critical in 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

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:

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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

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

98,270 213,680 $ 4,270,814 $ 1,750,993 $ 6,021,807

Executive Change in Control and Severance Benefits

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The equity ownership levels are as follows:

4x base salary

Other senior management

1x base salary

Non-management director

3x annual retainer

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:

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As of the date of this Annual Report on Form 10-K, all Named Executive Officers comply with the Share Ownership Guidelines for Fiscal 2021, as they have either met the share ownership guidelines or, in the case of Ms.

Ranganathan and Mr.

Stilwell, have five years from becoming subject to these guidelines to achieve the equity ownership guidelines required by their position, which in the case of Ms.

Ranganathan is 2023 and Mr Stilwell is 2025.

Ranganathan, have five years from becoming subject to these guidelines to achieve the equity ownership guidelines required by their position, which in the case of Ms.

Ranganathan is 2023.

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 .

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 Ms.

Powell, who recently joined as a member of our Board in June 2021.

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 2021”.

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Non-qualified

Vice Chair, Chief Executive Officer and Chief Technology Officer

Madhu Ranganathan

EVP, Chief Financial Officer

Craig Stilwell

EVP & General Manager SMB and Consumer

Executive Vice President, Chief Product Officer

Executive Vice President, Chief Legal Officer and Corporate Development

Amounts reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.

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 COVID-19 compensation adjustments described above.

The special performance bonus will be paid in September 2020;

however, as it relates to performance in Fiscal 2020, the bonus received by each of the Named Executive Officers is included herein.

PSUs and RSUs were granted pursuant to the Fiscal 2022 LTIP.

Earnings ($) All Other

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

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 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 “Fiscal 2022 LTIP”.

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.

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(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 whether the recipient has actually realized a financial benefit from the exercise of the awards.

In all cases, these amounts do not reflect

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 reflected and valued here assuming achievement at the maximum performance level.

Please also see "Long-Term Equity Grants to CEO" and “Grants of 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.

The amounts set forth in this column for Fiscal 2020 represent payments under the short-term incentive plan.

(5) The amounts set forth in this column for Fiscal 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;

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(9) The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.

The executive officer was not a Named Executive Officer, nor an employee of the Company, during the fiscal year, and, therefore compensation details have been 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 2021

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Underlying (2)

August 5, 2019

Madhu Ranganathan

August 5, 2019

Craig Stilwell

February 3, 2020

August 5, 2019

Grant Date Threshold

($/share) Awards ($)

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

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)

Awards Grant Date Fair Value of Performance Options (3)

Grant Date Threshold

($/share) Threshold

Barrenechea August 10, 2020 150,000 375,000 750,000 $ 45.81 $ 1,527,000 $ 3,817,500 $ 7,635,000

Estimated Future Payouts

Incentive Plan Awards (4)

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Underlying (5)

August 5, 2019

Madhu Ranganathan

August 5, 2019

Craig Stilwell

February 3, 2020

August 5, 2019

Name Grant Date Threshold

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

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.

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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.

Represents the threshold, target and maximum estimated payouts under our Fiscal 2022 LTIP PSUs.

For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2022 LTIP” above.

Represents the estimated payouts under our Fiscal 2022 LTIP RSUs granted in Fiscal 2020 .

For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2022 LTIP” above.

On February 3, 2020 Mr.

Stilwell was granted 5,400 PSUs and 2,700 RSUs under our Fiscal 2021 LTIP plan.

Additionally, on February 3, 2020, Mr.

Stilwell was granted 10,000 RSUs in accordance with his employment agreement, which vest 2 years from the date of grant.

(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 .

Outstanding Equity Awards at End of Fiscal 2021

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Option Awards (1)

Name Grant Date Number of

exercisable Option

Option Expiration

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rights that have not vested ($) (3)

January 29, 2015

January 29, 2022

July 29, 2016

July 29, 2023

August 7, 2017

August 7, 2024

August 6, 2018

August 6, 2025

August 5, 2019

August 5, 2026

August 7, 2017

August 6, 2018

August 5, 2019

Madhu Ranganathan

August 6, 2018

August 6, 2025

August 5, 2019

August 5, 2026

August 6, 2018

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

Craig Stilwell

February 3, 2020

February 3, 2027

February 3, 2020

August 5, 2019 41,470 $ 2,106,676

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August 10, 2020 76,540 $ 3,888,232

July 31, 2015

July 31, 2022

July 29, 2016

July 29, 2023

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

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August 10, 2020 17,490 $ 888,492

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

August 5, 2019 4,875 14,625 $ 38.76 August 5, 2026

August 10, 2020 — 133,752 $ 45.81 August 10, 2027

August 6, 2018 2,900 $ 147,320

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August 10, 2020 13,670 $ 694,436

July 29, 2016

July 29, 2023

Muhi Majzoub August 1, 2014 23,140 — $ 27.83 August 1, 2021

July 31, 2015 37,840 — $ 22.87 July 31, 2022

July 29, 2016 32,560 — $ 29.75 July 29, 2023

August 7, 2017 27,720 9,240 $ 34.49 August 7, 2024

August 6, 2018 15,730 15,730 $ 39.27 August 6, 2025

May 7, 2019 30,000 45,000 $ 40.20 May 7, 2026

August 5, 2019 10,725 32,175 $ 38.76 August 5, 2026

August 10, 2020 — 127,672 $ 45.81 August 10, 2027

August 6, 2018 7,290 $ 370,332

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August 10, 2020 13,390 $ 680,212

Davies July 29, 2016 9,580 — $ 29.75 July 29, 2023

August 7, 2017 8,400 8,400 $ 34.49 August 7, 2024

August 6, 2018 14,300 14,300 $ 39.27 August 6, 2025

May 7, 2019 30,000 45,000 $ 40.20 May 7, 2026

August 5, 2019 10,725 32,175 $ 38.76 August 5, 2026

August 10, 2020 — 118,022 $ 45.81 August 10, 2027

August 6, 2018 6,630 $ 336,804

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August 10, 2020 13,670 $ 694,436

Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) 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 and (ii) options granted to certain of our executive officers on May 7, 2019 in recognition of their service.

These options vest annually over a 5 year period, with the first vesting date being two years from the date of grant.

Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2020, Fiscal 2021, and Fiscal 2022 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives".

(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.

Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2020, Fiscal 2021, and Fiscal 2022 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, 2020 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $42.48 .

As of June 30, 2020 , options to purchase an aggregate of 7,429,537 Common Shares had been previously granted and are outstanding under our stock option plans, of which 2,248,358 Common Shares were vested.

Options to purchase an additional 7,540,748 Common Shares remain available for issuance pursuant to our stock option plans.

(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, 2021, options to purchase an aggregate of 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 2,567,483 Common Shares were vested.

Options to purchase an additional 11,251,577 Common

Shares remain available for issuance pursuant to our stock option plans.

Our outstanding options pool represents 3.0% of the Common Shares issued and outstanding as of June 30, 2021.

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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 2021:

Option Awards

Stock Awards (3)

Number of Shares

Option Awards Stock Awards (3)

Name Number of Shares

Acquired on Exercise

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Value Realized on Vesting (2)

Barrenechea 551,887 $ 10,885,947 103,498 $ 4,288,957

Madhu Ranganathan 73,378 $ 602,696 9,870 $ 409,013

Craig Stilwell

Simon Harrison — $ — 6,473 $ 268,241

Muhi Majzoub 20,996 $ 572,795 20,219 $ 837,875

Davies — $ — 18,384 $ 761,833

(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.

Relates to the vesting of PSUs and RSUs under our Fiscal 2019 LTIP.

(3) Relates to the vesting of PSUs and RSUs under our LTIP 2020.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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Pursuant to our employment agreements with our Named Executive Officers and the terms 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.

These amounts have not been adjusted to reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.

No Change in Control

No change in control

Short term incentives (1)

Base Short term incentives (1)

Employee and Medical Benefits (4)

Termination without cause or Change in relationship

24 months (5)

Madhu Ranganathan

Termination without cause or Change in relationship

Craig Stilwell

Termination without cause or Change in relationship

Barrenechea Termination without cause or Change in relationship 24 months 24 months Prorated Vested 24 months (5)

Madhu Ranganathan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Davies Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

(1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

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Within 12 Months of a Change in Control

Short term incentives (1)

Base Short term incentives (1)

Employee and Medical Benefits (3)

Termination without cause or Change in relationship

24 months (4)

Madhu Ranganathan

Termination without cause or Change in relationship

Craig Stilwell

Termination without cause or Change in relationship

Barrenechea Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months (4)

Madhu Ranganathan Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Simon Harrison Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Davies Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

(1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

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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 make such payments and provide such benefits, from the date of the event which triggered our obligation.

make such payments and provide such benefits, from the date of the event which triggered our obligation.

With respect to payments to Mr.

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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 of the Company, including a non-disparagement obligation.

In return for receiving the payments and the benefits described above, each Named Executive Officer must comply with certain obligations in 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.

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• 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, 2021;

Payments under the LTIPs are calculated as though 100% of Fiscal 2022 LTIP (granted in Fiscal 2020 ), Fiscal 2021 LTIP (granted in Fiscal 2019), and Fiscal 2020 LTIP (granted in Fiscal 2018) 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.

• Payments under the LTIPs are calculated as though 100% of LTIP 2023 (granted in Fiscal 2021), LTIP 2022 (granted in Fiscal 2020), and LTIP 2021 (granted in Fiscal 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

Named Executive Officer Salary

Gain on Vesting of LTIP and Non-LTIP RSUs

Stock Options

Termination Without Cause / Change in Relationship with no Change in Control

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

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

Craig Stilwell

Termination Without Cause / Change in Relationship with no Change in Control

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

Termination Without Cause / Change in Relationship with no Change in Control

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

Termination Without Cause / Change in Relationship with no Change in Control

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

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Fees Earned or Paid in Cash

($) Non-Equity

Incentive Plan

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Deferred Compensation

($) All Other

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

$ 82,875 $ 288,475 $ — $ — N/A $ — $ 371,350

Robert Hau (7)

$ 95,542 $ 228,499 $ — $ — N/A $ — $ 324,041

$ — $ — $ — $ — N/A $ — $ —

$ — $ 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

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.

6 unchanged sentences

In Fiscal 2021, Messrs.

Jenkins, Fowlie, Fraser, Sadler, Singh, Slaunwhite and Tinggren and Mses.

Hamilton, Stevenson and Weinstein received 9,336, 8,871, 6,006, 8,907, 7,511, 9,947, 5,939, 6,865, 9,499, and 9,852 DSUs, respectively.

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.

8 unchanged sentences

(7) As of June 30, 2021, Mr.

Hau holds 5,893 DSUs.

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.

5 unchanged sentences

Stevenson holds 101,546 DSUs.

As of June 30, 2020 , Mr.

Tinggren holds 23,438 DSUs.

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.

7 unchanged sentences

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

$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.

Effective May 15, 2020, 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.

For Fiscal 2020, all cash related payments were completed prior to this announcement, and therefore did not result in an adjustment to compensation in Fiscal 2020.

These reductions will remain in effect through June 30, 2021, subject to review and modification as the situation warrants.

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 $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.

The Board has adopted a DSU Plan which is available to any non-management director of the Company.

2 unchanged sentences

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 Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies.

however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the

Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies.

For Fiscal 2021, the annual DSU grant was approximately $225,000 for each non-management director and approximately $295,000 for the Chairman of the Board.

10 unchanged sentences

Hamilton and 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 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.

14 unchanged sentences

The following table sets forth certain information as of June 30, 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 directors and executive officers as a group.

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.

10 unchanged sentences

West, Montreal QC H3A 2R7

Caisse de Depot et Placement du Quebec (1)

1000 Place Jean-Paul Riopelle, Montreal H2Z 2B3

16,333,691 6.02%

Thomas Jenkins (2)

1 unchanged sentence

Michael Slaunwhite (4)

Randy Fowlie (5)

Muhi Majzoub (5)

Randy Fowlie (6)

Madhu Ranganathan (8)

1 unchanged sentence

Deborah Weinstein (11)

Simon Harrison (12)

Hamilton (13)

Carl Jürgen Tinggren (13)

Harmit Singh (14)

David Fraser (15)

Craig Stilwell

Robert Hau (16)

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.

3 unchanged sentences

(4) Includes 678,152 Common Shares owned and 115,718 DSUs which are exercisable.

Includes 206,000 Common Shares owned and 91,458 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.

5 unchanged sentences

(16) Includes 73 DSUs which are exercisable.

Powell joined the Board of Directors on June 15, 2021.

As of June 30, 2021, Ms.

Powell holds no DSUs.

(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.

17 unchanged sentences

Equity compensation plans approved by security holders:

8,113,574 $40.16 11,251,577

Equity compensation plans not approved by security holders:

Under deferred stock unit awards

Under performance stock unit awards

Under restricted stock unit awards

For more information regarding stock compensation plans, please refer to note 13 "Share Capital, Option Plans and Share-Based Payments" to our Consolidated Financial Statements, under Part IV, Item 15 of this Annual Report on Form 10-K.

Under deferred stock unit awards 806,363 N/A —

Under performance stock unit awards 688,462 N/A —

Under restricted stock unit awards 1,045,518 N/A —

Total 10,653,917 11,251,577

Certain Relationships and Related Transactions, and Director Independence

25 unchanged sentences

During Fiscal 2021, Mr.

Sadler received CAD $0.9 million in consulting fees from OpenText (equivalent to $0.7 million USD), inclusive of CAD $0.86 million bonus fees for assistance with acquisition-related business activities.

Sadler received CAD $48.0 thousand in consulting fees from OpenText (equivalent to $37.1 thousand USD), none of which represented bonus fees for assistance with acquisition-related business activities.

Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

4 unchanged sentences

Audit fees (1)

$ 5,306 $ 5,362

Audit-related fees (2)

All other fees (4)

Total $ 5,354 $ 5,671

(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.

9 unchanged sentences

(a) Financial Statements and Schedules

Index to Consolidated Financial Statements and Supplementary Data (Item 8)

Index to Consolidated Financial Statements and Supplementary Data (Item 8) Page Number

Report of Independent Registered Public Accounting Firm 119

7 unchanged sentences

(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.

1) Consolidated financial statements and Reports of Independent Registered Public Accounting Firm and the related notes thereto are included in Part II, Item 8.

2) Valuation and Qualifying Accounts;

see note 4 "Allowance for Doubtful Accounts" and note 15 "Income Taxes" in the Notes to Consolidated Financial Statements included under Item 8, in Part II.

see note 4 "Allowance for Credit Losses" and note 15 "Income Taxes" in the Notes to Consolidated Financial Statements included in Part II, Item 8.

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.

Description of 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.

42 unchanged sentences

Trustee, and BNY Trust Company of Canada, as Canadian trustee .

4.14 Open Text Corporation 2004 Stock Option Plan, as amended and restated on September 14, 2020 .

4.15 Open Text Corporation 2004 Employee Stock Purchase Plan, as amended and restated on September 14, 2020 .

10.1* 1998 Stock Option Plan.

26 unchanged sentences

Barrenechea and the Company dated October 30, 2012).

Employment Agreement, dated October 13, 2014, between David Jamieson and the Company.

10.18* Amended and Restated Employee Stock Purchase Plan .

8 unchanged sentences

Barrenechea and the Company dated October 30, 2012).

Employment Agreement, dated January 2, 2014, between George Schulze and the Company (35)

10.22 Amendment No.

9 unchanged sentences

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 .

Employment Agreement, dated December 24, 2019, among the Company, Open Text Inc.

and Craig Stilwell

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).

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.

5 unchanged sentences

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.

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* Indicates management contract relating to compensatory plans or arrangements

26 unchanged sentences

(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.

(28) 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.

5 unchanged sentences

(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.

(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.

9 unchanged sentences

(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.

Report of Independent Registered Public Accounting Firm

6 unchanged sentences

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, 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.

In the year ended June 30, 2019, Open Text Corporation adopted two new accounting standards, "Revenues from Contracts with Customers" and "Income Taxes:

Intra-Entity Transfers of Assets Other Than Inventory" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings.

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

16 unchanged sentences

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.

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, internal costs, profit objectives and pricing practices for different performance obligations.

SSP is estimated based on the impact of geographic or regional specific factors, profit objectives and pricing practices for different performance obligations.

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.

22 unchanged sentences

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, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, 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, 2020 and 2019, 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, 2020 and related notes (collectively, the consolidated financial statements), and our report dated August 5, 2020 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Carbonite, Inc.

on December 24, 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2020, Carbonite, Inc’s internal control over financial reporting associated with 7.6% of consolidated total revenues and 17.2% of consolidated total assets (of which $1.6 billion, or 15.6% of consolidated total assets, represents goodwill and net intangible assets included within the scope of the assessment) included in the consolidated financial statements of the Company as of and for the year ended June 30, 2020.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Carbonite, Inc.

We have audited Open Text Corporation’s internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, Open Text Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 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, 2021 and 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, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated August 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 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.

20 unchanged sentences

dollars, except share data)

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Cash and cash equivalents $ 1,607,306 $ 1,692,850

Accounts receivable trade, net of allowance for doubtful accounts of $20,906 as of June 30, 2020 and $17,011 as of June 30, 2019 (note 4)

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

Prepaid expenses and other current assets (note 9) 98,551 136,436

Total current assets 2,202,060 2,386,399

7 unchanged sentences

Long-term income taxes recoverable (note 15) 35,362 29,620

Total assets $ 9,609,336 $ 10,234,822

LIABILITIES AND SHAREHOLDERS’ EQUITY

11 unchanged sentences

Long-term operating lease liabilities (note 6) 224,453 217,165

Deferred revenues (note 3)

Long-term deferred revenues (note 3) 98,989 94,382

Long-term income taxes payable (note 15) 34,113 171,200

5 unchanged sentences

authorized Common Shares:

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 (622,297 shares at June 30, 2020 and 802,871 shares at June 30, 2019, respectively)

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

4 unchanged sentences

Related party transactions (note 25)

Subsequent events (note 26)

Subsequent event (note 26)

See accompanying Notes to Consolidated Financial Statements

4 unchanged sentences

Year Ended June 30,

2021 2020 2019

Revenues (note 3):

1 unchanged sentence

Customer support 1,334,062 1,275,586 1,247,915

License 384,711 402,851 428,092

Professional service and other 259,897 273,613 284,936

3 unchanged sentences

Customer support 122,753 123,894 124,343

License 13,916 11,321 14,347

Professional service and other 197,183 212,903 224,635

1 unchanged sentence

Total cost of revenues 1,034,466 1,003,775 930,703

Gross profit 2,351,649 2,105,961 1,938,052

Operating expenses:

2 unchanged sentences

General and administrative 263,521 237,532 207,909

Depreciation 85,265 89,458 97,716

Amortization of acquired customer-based intangible assets (note 8) 216,544 219,559 189,827

6 unchanged sentences

Provision for (recovery of) income taxes (note 15) 339,906 110,837 154,937

Net income $ 310,864 $ 234,368 $ 285,637

Net (income) loss attributable to non-controlling interests ( 192 ) ( 143 ) ( 136 )

2 unchanged sentences

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)

Weighted average number of Common Shares outstanding—diluted (in '000's)

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) 273,479 271,817 269,908

See accompanying Notes to Consolidated Financial Statements

3 unchanged sentences

Year Ended June 30,

Net income for the period

2021 2020 2019

Net income $ 310,864 $ 234,368 $ 285,637

Other comprehensive income (loss)—net of tax:

2 unchanged sentences

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

Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2020, 2019, and 2018 respectively

Total other comprehensive income (loss) net, for the period

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

6 unchanged sentences

dollars and shares)

Common Shares and Additional Paid in Capital

Treasury Stock

Accumulated Other

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Non-Controlling Interests

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of June 30, 2018 267,651 $ 1,707,073 ( 691 ) $ ( 18,732 ) $ 1,994,235 $ 33,645 $ 1,037 $ 3,717,258

3 unchanged sentences

Share-based compensation — 26,770 — — — — — 26,770

Purchase of treasury stock — — ( 726 ) ( 26,499 ) — — — ( 26,499 )

Issuance of treasury stock — ( 16,465 ) 614 16,465 — — — —

1 unchanged sentence

($ 0.6300 per Common Share)

Other comprehensive income - net

Net income for the year

— — — — ( 168,859 ) — — ( 168,859 )

Cumulative effect of ASU 2016-16

— — — — ( 26,780 ) — — ( 26,780 )

Cumulative effect of Topic 606

— — — — 29,786 — — 29,786

Other comprehensive income (loss) - net — — — — — ( 9,521 ) — ( 9,521 )

Non-controlling interest — ( 625 ) — — — — 42 ( 583 )

Net income — — — — 285,501 — 136 285,637

Balance as of June 30, 2019 269,834 $ 1,774,214 ( 803 ) $ ( 28,766 ) $ 2,113,883 $ 24,124 $ 1,215 $ 3,884,670

7 unchanged sentences

($ 0.6984 per Common Share)

Cumulative effect of ASU 2016-16

Cumulative effect of Topic 606

Other comprehensive income - net

— — — — ( 188,712 ) — — ( 188,712 )

Other comprehensive income (loss) - net — — — — — ( 6,299 ) — ( 6,299 )

Non-controlling interest — — — — — — ( 39 ) ( 39 )

Net income for the year

Net income — — — — 234,225 — 143 234,368

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)

— — — — ( 2,450 ) — — ( 2,450 )

Issuance of Common Shares

4 unchanged sentences

Issuance of treasury stock — ( 12,379 ) 316 12,379 — — — —

Repurchase of Common Shares ( 2,500 ) ( 15,475 ) — — ( 103,630 ) — — ( 119,105 )

Dividends declared

($ 0.7770 per Common Share)

Other comprehensive income - net

Non-controlling interest

Net income for the year

— — — — ( 210,662 ) — — ( 210,662 )

Other comprehensive income (loss) - net — — — — — 48,413 — 48,413

Net income — — — — 310,672 — 192 310,864

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

4 unchanged sentences

Year Ended June 30,

2021 2020 2019

Cash flows from operating activities:

Net income for the period

Net income $ 310,864 $ 234,368 $ 285,637

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Amortization of debt issuance costs 4,548 4,633 4,330

Amortization of deferred charges and credits

Accelerated amortization of right of use assets (note 18)

Accelerated amortization of right of use assets — 36,864 —

Loss on extinguishment of debt — 17,854 —

Loss on sale and write down of property and equipment 2,771 9,714 9,438

Release of unrealized gain on marketable securities to income

Deferred taxes 73,039 51,388 47,425

Share in net (income) loss of equity investees ( 62,897 ) ( 8,700 ) ( 13,668 )

Write off of unamortized debt issuance costs

Changes in operating assets and liabilities:

2 unchanged sentences

Prepaid expenses and other current assets 37,733 ( 6,897 ) ( 819 )

Income taxes and deferred charges and credits

Income taxes ( 140,763 ) ( 35,086 ) 27,291

Accounts payable and accrued liabilities 26,088 30,613 ( 21,732 )

Deferred revenue 39,295 25,306 ( 1,827 )

Other assets 11,914 1,127 ( 4 )

Operating lease assets and liabilities, net ( 27,283 ) ( 914 ) —

5 unchanged sentences

Purchase of Dynamic Solutions Group Inc.

( 971 ) ( 4,149 ) —

Purchase of Catalyst Repository Systems Inc.

— — ( 70,800 )

Purchase of Liaison Technologies, Inc.

Purchase of Hightail, Inc., net of cash acquired

— — ( 310,644 )

Purchase of Guidance Software, Inc., net of cash acquired — — ( 2,279 )

Purchase of Covisint Corporation, net of cash acquired

Other investing activities ( 4,568 ) ( 14,127 ) ( 16,966 )

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Debt issuance costs — ( 21,806 ) ( 322 )

Repurchase of Common Shares ( 119,105 ) — —

Purchase of treasury stock ( 64,847 ) ( 12,424 ) ( 26,499 )

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Reconciliation of cash, cash equivalents and restricted cash:

June 30, 2020

June 30, 2019

June 30, 2018

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

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

Supplemental cash flow disclosures (note 22)

(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).

Supplemental cash flow disclosures (note 6 and note 22)

See accompanying Notes to Consolidated Financial Statements

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(iv) the term “Fiscal 2019” means our fiscal year beginning on July 1, 2018 and ended June 30, 2019;

and (v) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ended June 30, 2017.

(v) the term “Fiscal 2018” means our fiscal year beginning on July 1, 2017 and ended June 30, 2018;

(vi) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ended June 30, 2017;

(vii) the term “Fiscal 2016” means our fiscal year beginning on July 1, 2015 and ended June 30, 2016;

(viii) the term “Fiscal 2015” means our fiscal year beginning on July 1, 2014 and ended June 30, 2015;

(ix) the term “Fiscal 2014” means our fiscal year beginning on July 1, 2013 and ended June 30, 2014;

(x) the term “Fiscal 2013” means our fiscal year beginning on July 1, 2012 and ended June 30, 2013;

and (xi) the term “Fiscal 2012” means our fiscal year beginning on July 1, 2011 and ended June 30, 2012.

These Consolidated Financial Statements are expressed in U.S.

dollars and are prepared in accordance with United States generally accepted accounting principles (U.S.

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes certain assets and liabilities of Dynamic Solutions Group Inc.

(The Fax Guys), with effect from December 2, 2019 , the financial results of Carbonite, Inc.

(Carbonite), with effect from December 24, 2019 and the financial results of XMedius with effect from March 9, 2020 (see note 19 "Acquisitions").

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented.

Use of estimates

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In particular, key estimates, judgments and assumptions include those related to:

(i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the realization of investment tax credits, (x) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, and (xi) the valuation of pension obligations.

(i) revenue recognition, (ii) accounting for income taxes, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, and (x) the valuation of pension obligations.

In March 2020, COVID-19 was characterized as a pandemic by the World Health Organization.

The spread of COVID-19 continues to significantly impact the global economy.

The spread of COVID-19 has significantly impacted the global economy.

As the impacts of the pandemic continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment.

As of June 30, 2020, we have recorded certain estimates resulting from the pandemic, particularly with respect to the COVID-19 Restructuring Plan and allowance for doubtful accounts, based on management's estimates and assumptions utilizing the most currently available information.

As of June 30, 2021, we have recorded certain estimates resulting from the pandemic, particularly with respect to the COVID-19 Restructuring Plan (as defined herein) 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.

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 potential items such as special charges, restructurings, asset impairments and other non-recurring costs.

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 potential items such as special charges (recoveries), restructurings, asset impairments and other non-recurring costs.

Please see note 18 "Special Charges (Recoveries)" and "Risk Factors" included within Part I, Item 1A of this Annual Report on Form 10-K.

Impact of Recently Adopted Accounting Pronouncements

Financial Instruments

Effective July 1, 2020, 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.

Additionally, we elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to (i) carry forward the historical lease classification for any expired or existing leases, (ii) not reassess

whether any expired or existing contracts contain leases and (iii) not reassess any initial direct cost for existing leases.

We did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date.

As a result of this adoption, we recorded the following adjustments as of July 1, 2019 on the Consolidated Balance Sheets:

An increase in operating lease right of use assets of $ 217.5 million ;

An increase in total operating lease liabilities of $ 253.5 million ;

A decrease in prepaid expenses and other current assets of $ 6.6 million in connection with lease fair value adjustments and prepaid rent;

A decrease in other assets of $ 0.2 million in connection with lease fair value adjustments;

A decrease in total accrued liabilities of $ 42.8 million in connection with tenant allowances, deferred rent, lease fair value adjustments, and amounts payable in respect of restructured facilities.

The adoption of Topic 842 had no impact to the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statement of Shareholders' Equity or Consolidated Statements of Cash Flows.

Please refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" and note 6 “Leases” for additional information.

2016-13 "Financial Instruments - Credit Losses (Topic 326)" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings.

Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates.

Results for reporting periods effective as of July 1, 2020 are presented under the new standard, while prior period results continue to be reported under the previous standards.

As a result of this adoption, we recorded a decrease to retained earnings of $ 2.5 million as of July 1, 2020 with the following corresponding impacts:

• A decrease in accounts receivable trade, net of $ 3.0 million;

• A decrease in contract assets of $ 0.3 million;

• An increase to deferred tax assets of $ 0.8 million.

The adoption of Topic 326 had no impact on the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income or Consolidated Statements of Cash Flows.

Please see note 4 "Allowance for Credit Losses" for additional information.

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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Cash equivalents are recorded at cost and typically consist of term deposits, commercial paper, certificates of deposit and short-term interest bearing investment-grade securities of major banks in the countries in which we operate.

Accounts Receivable and Allowance for doubtful accounts

Accounts Receivable and Allowance for Credit Losses

From time to time, we may sell certain accounts receivable to a financial institution on a non-recourse basis for cash, less a discount.

Proceeds from the sale of receivables approximate their discounted book value and are included in operating cash flows on the Consolidated Statement of Cash Flows.

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make payments.

We evaluate the creditworthiness of our customers prior to order fulfillment and based on these evaluations, we adjust our credit limit to the respective customer.

In accordance with Topic 326, we recognize expected credit losses for accounts receivable and contract assets based on lifetime expected losses.

We recognize a loss allowance using a collective assessment for accounts receivable, including contract assets, with similar risk characteristics based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environment.

We continue to maintain an allowance for 100% of all accounts deemed to be uncollectible.

Customer creditworthiness is evaluated prior to order fulfillment and based on evaluations, we adjust our credit limit to the respective customer.

In addition to these evaluations, we conduct on-going credit evaluations of our customers' payment history and current creditworthiness.

The allowance is maintained for 100 % of all accounts deemed to be uncollectible and, for those receivables not specifically identified as uncollectible, an allowance is maintained for a specific percentage of those receivables based upon the aging of accounts, our historical collection experience and current economic expectations.

To date, the actual losses have been within our expectations.

No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2020 and 2019.

No single customer accounted for more than 10% of the accounts receivable balance as of June 30, 2021 and 2020, respectively.

Property and equipment

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The following represents the estimated useful lives of property and equipment as of June 30, 2021:

Furniture and fixtures

Office equipment

Computer hardware

Computer software

Capitalized software

Leasehold improvements

Lesser of the lease term or 5 years

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

Capitalized Software

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Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases.

In accordance with ASC Topic 842 "Leases" (Topic 842), we account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

In accordance with Topic 842, we account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified.

Refer to note 6 "Leases" for our full policy.

ROU assets represent our right to control the underlying assets under lease, and the lease liability is our obligation to make the lease payments related to the underlying assets under lease, over the contractual term.

ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term.

When available, we will use the rate implicit in the lease to discount lease payments to present value.

However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments.

We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located.

The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives on initial recognition.

Fixed lease costs are included in the recognition of ROU assets and lease liabilities.

Variable lease costs are not included in the measurement of the lease liability.

These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred.

Lease expense for minimum lease payments continues to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term.

We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases.

For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components.

The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options.

Our leases typically do not contain any material residual value guarantees or restrictive covenants.

In certain circumstances, we sublease all or a portion of a leased facility to various other companies through a sublease agreement.

Acquired intangibles

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The impairment loss, if any, is measured as the amount by which the carrying amount exceeds fair value, which for this purpose is based upon the discounted projected future cash flows of the asset or asset group.

We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2020, Fiscal 2019 and Fiscal 2018.

We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

Business combinations

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If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation.

We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations.

period, such amounts will be included in the purchase price allocation during the measurement period and, subsequently, in our results of operations.

Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date.

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Our annual impairment analysis of goodwill was performed as of April 1, 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 2020 ( no impairments were recorded for Fiscal 2019 and Fiscal 2018).

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

Derivative financial instruments

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Revenue 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 have four revenue streams:

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

License revenue

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

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 use IP that is functional in nature and have significant stand-alone functionality.

Accordingly, for perpetual licenses of functional IP, revenue 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 period of the 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 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.

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

Cloud services and subscriptions revenue

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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 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 or time and materials basis, or the costs associated may be recovered as part of the ongoing cloud subscription or managed services fee.

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Customer support revenue

Customer support revenue is associated with perpetual, term license and on-premise subscription arrangements.

Customer support revenue is associated with perpetual, term license and off-cloud subscription arrangements.

As customer support is not critical to the customer's ability to derive benefit from its right to use our software, customer support is considered as a distinct performance obligation when sold together in a bundled arrangement along with the software.

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Revenue for customer support is recognized ratably over the 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 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 use IP that is functional in nature and have significant stand-alone functionality.

Accordingly, for perpetual licenses of functional IP, revenue 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:

Like perpetual licenses, both our term licenses and subscription licenses are functional IP that have significant stand-alone functionality.

Professional service and other revenue

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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 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 we would recognize revenue only when those future products or services are transferred or when the option expires.

For 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.

a material right exists in one of our contracts, then revenue allocated to the option is deferred and we would recognize revenue only when those future products or services are transferred or when the option expires.

Based on history, our contracts do not typically contain material rights and when they do, the material right is not significant to our Consolidated Financial Statements.

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The resellers have control over the pricing, service and products prior to being transferred to the end customer.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any

revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under Topic 606 are met.

We also assess the creditworthiness of each reseller and if they are newly formed, undercapitalized or in financial difficulty, we defer any revenues expected to emanate from such reseller and recognize revenue only when cash is received, and all other revenue recognition criteria under Topic 606 are met.

Rights of return and other incentives

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However, we do offer consumers who purchase certain of our products on-line directly from us an unconditional full 70-days money-back guarantee.

Distributors and resellers are also permitted to return the consumer products, subject to certain limitations.

and resellers are also permitted to return the consumer products, subject to certain limitations.

Revenue is reduced for such rights based on the estimate of future returns originating from contractual agreements with these customers.

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A summary of our typical performance obligations and when the obligations are satisfied are as follows:

Performance Obligation

When Performance Obligation is Typically Satisfied

License revenue:

Software licenses (Perpetual, Term, Subscription)

When software activation keys have been made available for download (point in time)

Performance Obligation When Performance Obligation is Typically Satisfied

Cloud services and subscriptions revenue:

Outsourced Professional Services

As the services are provided (over time)

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.

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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)

Professional services As the services are provided (over time)

Incremental Costs of Obtaining a Contract with a Customer

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In assessing costs to obtain a contract, we apply a practical expedient that allows us to assess our incremental costs on a portfolio of contracts with similar characteristics instead of assessing the incremental costs on each individual contract.

We do not expect the financial statement effects of applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the new standard to each individual contract.

We do not expect the financial statement effects of

applying this practical expedient to the portfolio of contracts to be materially different than if we were to apply the new standard to each individual contract.

We pay commissions on the sale of new customer contracts as well as for renewals of existing contracts to the extent the renewals generate incremental revenue.

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In our historical experience, the dates relating to the achievement of technological feasibility and general release of the product have substantially coincided.

In addition, no significant costs are incurred subsequent to the establishment of technological

In addition, no significant costs are incurred subsequent to the establishment of technological feasibility.

As a result, we do not capitalize any research and development costs relating to internally developed software to be sold, licensed or otherwise marketed.

Advertising Expenses

Advertising costs, which include digital advertising, marketing programs and other promotional costs, are expensed as incurred.

Advertising expenses incurred in Fiscal 2021, Fiscal 2020 and Fiscal 2019 were $ 52.9 million, $ 32.1 million and $ 19.2 million, respectively.

We account for income taxes in accordance with ASC Topic 740, “Income Taxes” (Topic 740).

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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 (see note 15 "Income Taxes" for more details).

Equity investments

We invest in investment funds in which we are a limited partner.

Our interests in each of these investees range from 4 % to below 20 %.

These investments are accounted for using the equity method.

Our share of net income or losses based on our interest in these investments, which approximates fair value, is recorded as a component of "Other income (expense), net" in our Consolidated Statements of Income (see note 23 "Other Income (Expense), Net" for more details).

Fair value of financial instruments

Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate their fair value due to the relatively short period of time between origination of the instruments and their expected realization.

The fair value of our total long-term debt approximates its carrying value since the interest rate is at market.

Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximates the fair value due to the relatively short period of time between origination of the instruments and their expected realization.

The fair value of our Senior Notes is determined based on observable market prices and categorized as a Level 2 measurement.

The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market.

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures”, to our derivative financial instruments that we are required to carry at fair value pursuant to other accounting standards (see note 16 "Fair Value Measurement" for more details).

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Restructuring charges

We record restructuring charges relating to contractual lease obligations, not accounted for under ASC 842, and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420).

We record restructuring charges relating to contractual lease obligations, not accounted for under Topic 842, and other exit costs in accordance with ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420).

Topic 420 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred.

In order to incur a liability pursuant to Topic 420, our management must have established and approved a plan of restructuring in sufficient detail.

A liability for a cost associated with involuntary termination benefits is recorded when benefits have been communicated and a liability for a cost to terminate an operating lease or other contract is incurred, when the contract has been terminated in accordance with the contract terms or we have ceased using the right conveyed by the contract, such as vacating a leased facility not accounted for under ASC 842.

The recognition of restructuring charges requires us to make certain judgments regarding the nature, timing and amount associated with the planned restructuring activities, including estimating sub-lease income and the net recoverable amount of equipment to be disposed of.

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As of the date of this Annual Report on Form 10-K, the aggregate of such accrued liabilities was not material to our consolidated financial position or 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 described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters (see note 14 "Guarantees and Contingencies" for more details).

described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters (see note 14 "Guarantees and Contingencies" for more details).

Net income per share

Basic net income per share is computed using the weighted average number of Common Shares outstanding including contingently issuable shares where the contingency has been resolved.

Diluted net income per share is computed using the weighted average number of Common Shares and stock equivalents outstanding using the treasury stock method during the year (see note 24 "Earnings Per Share" for more details).

Diluted net income per share is computed using the weighted average number of Common Shares and stock equivalents outstanding using the treasury stock method during the year.

For periods in which we incur a net loss, our outstanding Common Share equivalents are not included in the calculation of diluted earnings (loss) per share as their effect is anti-dilutive.

Accordingly, basic and diluted net loss per share for those periods are identical .

See note 24 "Earnings Per Share" for more details.

Share-based payment

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The expected costs of post-retirement benefits, other than pensions, are accrued in the Consolidated Financial Statements based upon actuarial methods and assumptions.

The over-funded or under-funded status of defined benefit pension and other post retirement plans are recognized as an asset or a liability (with the offset to “Accumulated other comprehensive income”, net of tax, within “Shareholders' equity”), respectively, on the Consolidated Balance Sheets (see note 12 "Pension Plans and Other Post Retirement Benefits" for more details).

The over-funded or under-funded status of defined benefit pension and other post-retirement plans are recognized as an asset or a liability (with the offset to “Accumulated other comprehensive income”, net of tax, within “Shareholders' equity”), respectively, on the Consolidated Balance Sheets.

Actuarial gains or losses in excess of 10% of the projected benefit obligation are recognized as a component of "Other Comprehensive Income (Loss), net" and subsequently amortized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees.

See note 12 "Pension Plans and Other Post Retirement Benefits" for more details.

Accounting Pronouncements Adopted in Fiscal 2021

During Fiscal 2020, we have adopted the following ASUs, in addition to those discussed in note 1 "Basis of Presentation".

The ASUs listed below did not have a material impact to our reported financial position, results of operations or cash flows:

2017-12 “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12)

2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”

Accounting Pronouncements Not Yet Adopted

Retirement Benefits

In August 2018, the Financial Accounting Standards Board (FASB) issued ASU No.

During Fiscal 2021, we have adopted the following ASU, in addition to those discussed in note 1 "Basis of Presentation".

The ASU listed below did not have a material impact to our reported financial position, results of operations or cash flows:

2018-14 "Compensation-Retirement Benefits-Defined Benefit Plans - General (Topic 715-20):

Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans” (ASU 2018-14), which modifies the disclosure requirements for defined benefit pension plans and other post retirement plans.

We will adopt ASU 2018-14 in the first quarter of our fiscal year ending June 30, 2021.

The effect on our Consolidated Financial Statements and related disclosures is not expected to be material.

Financial Instruments

In June 2016, the FASB issued ASU No.

2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, and ASU 2020-02 (collectively Topic 326).

Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates.

We will adopt Topic 326 in the first quarter of our fiscal year ending June 30, 2021 by applying a cumulative effect adjustment to retained earnings.

The effect on our Consolidated Financial Statements and related disclosures is not expected to be material.

Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans" (ASU 2018-14).

NOTE 3— REVENUES

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We have four revenue streams:

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

The following table disaggregates our revenue by significant geographic area, based on the location of our end customer, and by type of performance obligation and timing of revenue recognition for the periods indicated:

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

The following tables disaggregate our revenue by significant geographic area, based on the location of our end customer, and by type of performance obligation and timing of revenue recognition for the periods indicated:

Year Ended June 30,

2021 2020 2019

Total Revenues by Geography:

$ 2,069,083 $ 1,903,650 $ 1,683,282

1,031,607 942,281 920,422

Asia Pacific (3)

285,425 263,805 265,051

Total revenues $ 3,386,115 $ 3,109,736 $ 2,868,755

Year Ended June 30,

Total Revenues by Type of Performance Obligation:

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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

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

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

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

(4) Recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

Contract Balances

A contract asset will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer.

A contract asset, net of allowance for credit losses, will be recorded if we have recognized revenue but do not have an unconditional right to the related consideration from the customer.

For example, this will be the case if implementation services offered in a cloud arrangement are identified as a separate performance obligation and are provided to a customer prior to us being able to bill the customer.

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deferred revenues) for the periods indicated below were as follows:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

Short-term contract assets $ 25,344 $ 29,570

Long-term contract assets

Short-term deferred revenue

Long-term deferred revenue

$ 19,222 $ 15,427

Short-term deferred revenues $ 852,629 $ 812,218

Long-term deferred revenues $ 98,989 $ 94,382

The difference in the opening and closing balances of our contract assets and deferred revenues primarily results from the timing difference between our performance and the customer’s payments.

We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer.

During the year ended June 30, 2020 , we reclassified $ 33.0 million ( year ended June 30, 2019 — $ 19.2 million ) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the year ended June 30, 2020 and 2019, there was no significant impairment loss recognized related to contract assets.

During the year ended June 30, 2021, we reclassified $ 39.2 million (year ended June 30, 2020—$ 33.0 million) of contract assets to receivables as a

result of the right to the transaction consideration becoming unconditional.

During the year ended June 30, 2021, 2020 and 2019, respectively, there was no significant impairment loss recognized related to contract assets.

We recognize deferred revenue when we have received consideration or an amount of consideration is due from the customer for future obligations to transfer products or services.

Our deferred revenues primarily relate to customer support agreements which have been paid for by customers prior to the performance of those services.

The amount of revenue that was recognized during the year ended June 30, 2020 that was included in the deferred revenue balances at June 30, 2019 was $ 631 million ( year ended June 30, 2019 — $ 617 million ).

The amount of revenue that was recognized during the year ended June 30, 2021 that was included in the deferred revenue balances at June 30, 2020 was $ 811 million (year ended June 30, 2020 and 2019—$ 631 million and $ 617 million, respectively).

Incremental Costs of Obtaining a Contract with a Customer

The following table summarizes the changes in total capitalized costs since July 1, 2018:

Incremental costs of obtaining a contract include only those costs that we incur to obtain a contract that we would not have incurred if the contract had not been obtained, such as sales commissions.

The following table summarizes the changes in total capitalized costs to obtain a contract, since July 1, 2018:

Capitalized costs to obtain a contract as of July 1, 2018 $ 35,151

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Capitalized costs to obtain a contract as of June 30, 2020 61,163

During the year ended June 30, 2020 and 2019, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" for additional information on incremental costs of obtaining a contract.

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

During the year ended June 30, 2021, 2020 and 2019, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" and note 9 "Prepaid Expenses and Other Assets" for additional information on incremental costs of obtaining a contract.

Transaction Price Allocated to the Remaining Performance Obligations

As of June 30, 2021, approximately $ 1.4 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts.

We expect to recognize approximately 46 % of this amount over the next 12 months and the

remaining balance thereafter.

We expect to recognize approximately 47 % of this amount over the next 12 months and the remaining balance substantially over the next three years thereafter.

We apply the practical expedient and do not disclose performance obligations that have original expected durations of one year or less.

Refer to note 2 "Accounting Policies and Recent Accounting Pronouncements" for additional information on our revenue policy.

NOTE 4— ALLOWANCE FOR DOUBTFUL ACCOUNTS

NOTE 4— ALLOWANCE FOR CREDIT LOSSES

The following illustrates the activity in our allowance for credit losses on accounts receivable:

Balance as of June 30, 2018 $ 9,741

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Balance as of June 30, 2020 20,906

Bad debt expense

Adoption of Topic 326 - cumulative effect 3,025

Credit loss expense 7,132

Write-off /adjustments ( 8,912 )

Balance as of June 30, 2020

Balance of June 30, 2021 $ 22,151

Included in accounts receivable are unbilled receivables in the amount of $ 51.4 million as of June 30, 2021 (June 30, 2020—$ 55.2 million).

As of June 30, 2021, we have an allowance for credit losses of $ 0.4 million for contract assets, as a result of the adoption of Topic 326.

For additional information on contract assets please see note 3 "Revenues".

NOTE 5— PROPERTY AND EQUIPMENT

As of June 30, 2021

Cost Accumulated

Depreciation Net

Furniture and fixtures $ 38,541 $ ( 32,500 ) $ 6,041

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Land and buildings 48,537 ( 15,558 ) 32,979

Total $ 767,600 $ ( 534,005 ) $ 233,595

As of June 30, 2020

Cost Accumulated

Depreciation Net

Furniture and fixtures $ 39,158 $ ( 28,473 ) $ 10,685

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Land and buildings 49,268 ( 15,310 ) 33,958

Total $ 735,328 $ ( 490,773 ) $ 244,555

NOTE 6— LEASES

We enter into operating leases, both domestically and internationally, for certain facilities, automobiles, data centers and equipment for use in the ordinary course of business.

The duration of the majority of these leases generally range from 1 to 10 years , some of which include options to extend for an additional 3 to 5 years after the initial term.

The duration of the majority of these leases generally ranges from 1 to 10 years, some of which include options to extend for an additional 3 to 5 years after the initial term.

Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located 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.

Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets and we do not have any material finance leases.

We account for a contract as a lease when we have the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

We determine the initial classification and measurement of our right of use (ROU) assets and lease liabilities at the lease commencement date and thereafter if modified.

ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term.

When available, we will use the rate implicit in the lease to discount lease payments to present value.

However, real estate leases generally do not provide a readily determinable implicit rate, therefore, we must estimate our incremental borrowing rate to discount the lease payments.

We estimate our incremental borrowing rate based on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located.

The ROU asset equals the lease liability, adjusted for any initial direct costs, prepaid rent and lease incentives.

Fixed lease costs are included in the recognition of ROU assets and lease liabilities.

Variable lease costs are not included in the measurement of the lease liability.

These variable lease payments are recognized in the Consolidated Statements of Income in the period in which the obligation for those payments is incurred.

Consistent with previous lease accounting rules under ASC Topic 840, lease expense for minimum lease payments continue to be recognized in the Consolidated Statements of Income on a straight-line basis over the lease term.

We have not elected the practical expedient to combine lease and non-lease components in the determination of lease costs for our facility leases.

For all other asset classes, we have elected the practical expedient to combine the lease and the non-lease components.

The lease liability includes lease payments related to options to extend or renew the lease term only if we are reasonably certain we will exercise those options.

Our leases typically do not contain any material residual value guarantees or restrictive covenants.

In certain circumstances, we sublease all or a portion of a leased facility, to various other companies through a sublease agreement.

Lease Costs and Other Information

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Total lease cost $ 60,234 $ 67,384

The following table summarizes the weighted average remaining lease term and discount rate as of June 30, 2020 :

Weighted-average remaining lease term

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

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 %

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The following table presents supplemental information relating to cash flows arising from lease transactions.

Cash payment made for variable lease cost and short-term lease are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:

Cash payments made for variable lease cost and short-term lease are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:

Year Ended June 30,

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Right of use assets obtained in exchange for new operating lease liabilities (1) (2)

(1) Excludes the impact of $ 60.1 million of ROU assets acquired as part of the acquisition of Carbonite and $ 2.9 million of ROU assets acquired as part of the acquisition of XMedius during the year ended June 30, 2020.

$ 82,718 $ 32,328

(1) Excludes the impact of $ 60.1 million and $ 2.9 million of ROU assets acquired through the acquisitions of Carbonite and XMedius, respectively, during the year ended June 30, 2020.

(2) Excludes the release of $ 22.6 million of lease liabilities during the year ended June 30, 2021 relating to office space that was abandoned during the fourth quarter of Fiscal 2020 that has since been early terminated or assigned to a third party.

These recoveries have been recorded in "Special charges (recoveries)" in the Consolidated Statements of Income.

Please see note 18 "Special Charges (Recoveries)".

Maturity of Lease Liabilities

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Fiscal years ending June 30,

2022 $ 65,260

Thereafter 77,546

Total Lease payments $ 308,349

Imputed interest ( 25,581 )

Total $ 282,768

Current operating lease liabilities $ 58,315

Non-current operating lease liabilities 224,453

Total $ 282,768

Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our various sublease agreements with third parties.

Under the agreements initiated with third parties, we expect to receive sublease income of $ 9.4 million in Fiscal 2022 and $ 15.3 million thereafter.

These amounts do not include any potential sublease income from facilities vacated during the fourth quarter of Fiscal 2020 under our COVD-19 restructuring plan.

The following table presents the future minimum lease payments under our operating leases, based on the expected due dates of the various agreements as of June 30, 2019, as previously reported in our Annual Report on Form 10-K for the year ended June 30, 2019, prior to the adoption of Topic 842:

Fiscal years ending June 30,

Total minimum lease payments (1)

(1) Net of $ 30.7 million of sublease income to be received from properties which we have subleased to third parties.

NOTE 7— GOODWILL

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The following table summarizes the changes in goodwill since June 30, 2019:

Balance as at June 30, 2018

Acquisition of Catalyst (note 19)

Acquisition of Liaison (note 19)

Adjustments on account of foreign exchange

Balance as of June 30, 2019 $ 3,769,908

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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

NOTE 8— ACQUIRED INTANGIBLE ASSETS

As of June 30, 2021

Accumulated Amortization

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

Accumulated Amortization

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

Where applicable, the above balances as of June 30, 2021 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the year ended June 30, 2021.

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Fiscal years ending June 30,

2026 and beyond

NOTE 9— OTHER ASSETS

As of June 30, 2020

As of June 30, 2019

2022 $ 398,979

2027 and thereafter 32,172

Total $ 1,187,260

NOTE 9— PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other current assets:

As of June 30, 2021 As of June 30, 2020

Deposits and restricted cash $ 3,027 $ 7,464

Capitalized costs to obtain a contract 22,601 18,134

Short-term prepaid expenses and other current assets 72,923 110,838

Total $ 98,551 $ 136,436

Other assets:

As of June 30, 2021 As of June 30, 2020

Deposits and restricted cash $ 11,577 $ 11,612

Capitalized costs to obtain a contract 50,299 43,029

Investments 121,777 76,002

Long-term prepaid expenses and other long-term assets 25,241 23,824

Total $ 208,894 $ 154,467

Deposits and restricted cash primarily relate to security deposits provided to landlords in accordance with facility lease agreements and cash restricted per the terms of certain contractual-based agreements.

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These investments are accounted for using the equity method.

Our share of net income or losses based on our interest in these investments is recorded as a component of other income (expense), net in our Consolidated Statements of Income (see note 23 "Other Income (Expense), Net").

Our share of net income or losses based on our interest in these investments, which approximates fair value, is recorded as a component of Other income (expense), net in our Consolidated Statements of Income (see note 23 "Other Income (Expense), Net").

During the year ended June 30, 2021, our share of income (loss) from these investments was $ 62.9 million (year ended June 30, 2020 and 2019 — $ 8.7 million and $ 13.7 million, respectively).

Long-term prepaid expenses and other long-term assets includes advance payments on long-term licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets.

Prepaid expenses and other assets, both short-term and long-term, include advance payments on licenses that are being amortized over the applicable terms of the licenses and other miscellaneous assets.

NOTE 10— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

Accounts payable—trade $ 57,500 $ 41,469

Accrued salaries and commissions

Accrued salaries, incentives and commissions 214,884 155,496

Accrued liabilities 82,204 78,793

Accrued sales and other tax liabilities 31,583 50,255

Accrued interest on Senior Notes 31,161 30,761

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Asset retirement obligations 1,864 4,355

Total $ 423,592 $ 373,314

Long-term accrued liabilities:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

Amounts payable in respect of restructuring and other special charges $ 4,359 $ 13,768

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Asset retirement obligations 13,790 12,972

(1) Previously, in Fiscal 2019, tenant allowances, deferred rent, lease fair value adjustments and amounts payable relating to restructured facilities were included in total accrued liabilities.

Effective July 1, 2019, these balances were reclassified to operating lease right of use assets in accordance with the adoption of Topic 842.

See note 1 "Basis of Presentation" and note 6 "Leases" for more information.

Total $ 28,830 $ 34,955

Asset retirement obligations

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NOTE 11— LONG-TERM DEBT

As of June 30, 2020

As of June 30, 2019

Senior Notes 2030

As of June 30, 2021 As of June 30, 2020

Senior Notes 2030 $ 900,000 $ 900,000

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Senior Notes 2026 850,000 850,000

Term Loan B 967,500 977,500

Revolver — 600,000

Total principal payments due 3,617,500 4,227,500

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Current portion of long-term debt

Term Loan B 10,000 10,000

Revolver — 600,000

Total current portion of long-term debt 10,000 610,000

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Senior Notes 2030 will mature on February 15, 2030, unless earlier redeemed, in accordance with their terms, or repurchased.

For the year ended June 30, 2020 , we recorded interest expense of $ 13.7 million relating to Senior Notes 2030.

For the year ended June 30, 2021, we recorded interest expense of $ 37.0 million relating to Senior Notes 2030 (year ended June 30, 2020—$ 13.7 million).

Senior Notes 2028

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Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased.

For the year ended June 30, 2020 , we recorded interest expense of $ 12.9 million relating to Senior Notes 2028.

For the year ended June 30, 2021, we recorded interest expense of $ 34.8 million relating to Senior Notes 2028 (year ended June 30, 2020—$ 12.9 million).

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 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.

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For the year ended June 30, 2021, we recorded interest expense of $ 49.9 million relating to Senior Notes 2026 (year ended June 30, 2020 and 2019— $ 49.9 million, respectively).

Senior Notes 2023

On January 15, 2015, we issued $ 800 million in aggregate principal amount of 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 bore 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 were to mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased.

On March 5, 2020 , we redeemed Senior Notes 2023 in full at a price equal to 101.406 % of the principal amount plus accrued and unpaid interest up to but excluding the redemption date.

A portion of the proceeds from the offerings of Senior Notes 2028 and Senior Notes 2030 was used to redeem Senior Notes 2023.

Upon redemption, Senior Notes 2023 were cancelled and any obligation thereunder was extinguished.

The resulting loss of $ 17.9 million has been recorded as a component of "Other income (expense), net" in our Consolidated Statements of Income .

See note 23 "Other Income (Expense), Net".

For the year ended June 30, 2020 , we recorded interest expense of $ 30.6 million relating to Senior Notes 2023 ( year ended June 30, 2019 and 2018— $ 45.0 million , respectively).

Notes due 2022

Following our acquisition of Carbonite (see note 19 "Acquisitions"), our consolidated debt reflected $ 143.8 million of principal debt convertible notes (Notes due 2022).

Notes due 2022 were originally issued by Carbonite, on April 4, 2017, in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The Notes due 2022 were issued under an Indenture (the 2022 Notes Indenture) between Carbonite and U.S.

Bank National Association, as trustee (the 2022 Notes Trustee).

The Notes due 2022 accrued interest at 2.5 % per year, which was payable semiannually in arrears on April 1 and October 1 of each year.

The Notes due 2022 were to mature on April 1, 2022, unless earlier repurchased, redeemed or converted.

Carbonite, now a subsidiary of OpenText, was the sole obligor on the Notes due 2022.

In connection with our acquisition of Carbonite, and as required by the 2022 Notes Indenture, Carbonite and the 2022 Notes Trustee entered into a first supplemental indenture, dated as of December 24, 2019 (the 2022 Notes Supplemental Indenture).

The 2022 Notes Supplemental Indenture provided that, at and after the effective time of our acquisition of Carbonite, the right to convert each $ 1,000 principal amount of the Notes due 2022 was changed into the right to convert such principal amount of the Notes due 2022 solely into cash in an amount equal to the Conversion Rate (as defined in the 2022 Notes Indenture) in effect on the Conversion Date (as defined in the 2022 Notes Indenture) multiplied by $ 23.00 , which was the price per share we paid in connection with our acquisition of Carbonite.

As a result of our acquisition of Carbonite, the Conversion Rate for the Notes due 2022 was temporarily increased by 7.7633 per $ 1,000 principal amount of Notes due 2022 to yield a Conversion Rate of 46.4667 per $ 1,000 principal amount of Notes due 2022.

The increased Conversion Rate was in effect until the close of business on February 27, 2020.

As of February 27, 2020, all Notes due 2022 had been surrendered and converted at a rate of $ 1,068.7341 in cash for each $ 1,000 principal amount.

As of such date, there are no remaining Notes due 2022 outstanding.

On May 30, 2018, we refinanced our existing term loan facility, by entering into a new $ 1 billion term loan facility (Term Loan B), whereby we borrowed $ 1 billion on that day and repaid in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014.

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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 %.

As of June 30, 2020 , the outstanding balance on the Revolver bears an interest rate of 1.94 % .

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.

As of June 30, 2020 , our consolidated net leverage ratio was 2.0 :1.

During the second quarter of Fiscal 2020, we drew down $ 750 million from the Revolver to partially fund the acquisition of Carbonite.

In February 2020, we repaid $ 750 million drawn under the Revolver with a portion of the use of proceeds from the Senior Notes 2030 and 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 preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic.

The proceeds from the $ 600 million draw down are presented within "Cash and cash equivalents" and within the "Current portion of long-term debt" in our Consolidated Balance Sheet as of June 30, 2020 .

As of June 30, 2020 , we have outstanding borrowings of $ 600 million under the Revolver ( June 30, 2019 — nil ) and $ 150 million remains available to be drawn.

During the year ended June 30, 2020 , we recorded interest expense relating to amounts drawn of $ 7.7 million .

As of June 30, 2019 , we had no outstanding balance on the Revolver.

There was no activity during the year ended June 30, 2019 and we recorded no interest expense.

During the year ended June 30, 2018, we drew down $ 200 million from the Revolver, partially to finance acquisitions.

During the year ended June 30, 2018, we repaid $ 375.0 million and recorded interest expense of $ 9.0 million relating to amounts drawn on the Revolver.

In February 2020, we repaid $ 750 million drawn under the Revolver with a portion of the proceeds from the Senior Notes 2030 and 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 preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic.

As of June 30, 2020, the proceeds from the $ 600 million draw down remained outstanding and were presented within "Cash and cash equivalents" and "Current portion of long-term debt" on the Consolidated Balance Sheets.

During the second quarter of Fiscal 2021, we repaid $ 600 million previously drawn on the Revolver using cash on hand.

As of June 30, 2021, we had no outstanding balance under the Revolver.

During the year ended June 30, 2021, we recorded interest expense of $ 3.6 million relating to amounts previously drawn (year ended June 30, 2020 and 2019— $ 7.7 million and nil , respectively).

Debt Issuance Costs and Premium on Senior Notes

Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and issuing our Senior Notes 2026, Senior Notes 2028 and Senior Notes 2030 (collectively referred to as the Senior Notes) and are being amortized over the respective terms of the Senior Notes and Term Loan B and the Revolver using the effective interest method.

Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and issuing our Senior Notes 2026, Senior Notes 2028 and Senior Notes 2030 (collectively referred to as the Senior Notes) and are being amortized through interest expense over the respective terms of the Senior Notes and Term Loan B and the Revolver using the effective interest method.

The premium on Senior Notes 2026 represents the excess of the proceeds received over the face value of Senior Notes 2026.

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Total benefit

Current portion of

obligation Current portion of

benefit obligation (1)

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GXS PHP defined benefit plan 10,973 42 10,931

Other plans 9,594 802 8,792

Total $ 77,293 $ 2,782 $ 74,511

As of June 30, 2020

Total benefit

Current portion of

obligation Current portion of

benefit obligation (1)

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GXS PHP defined benefit plan 10,270 115 10,155

Other plans 8,590 852 7,738

Total $ 75,816 $ 2,687 $ 73,129

(1) The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets (see note 10 "Accounts Payable and Accrued Liabilities").

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No contributions have been made since the inception of the plan.

Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan's active employees.

As of June 30, 2020 , there is $ 0.7 million in accumulated other comprehensive income related to the CDT plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year.

As part of our acquisition of GXS Group, Inc.

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No contributions have been made since the inception of the plan.

As of June 30, 2020 , there is $ 0.1 million in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year.

As part of our acquisition of GXS in Fiscal 2014, we assumed a primarily unfunded defined benefit pension plan covering substantially all of the GXS Philippines employees which provides for retirement, disability and survivors' benefits.

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Aside from an initial contribution which has a fair value of $ 0.04 million as of June 30, 2021, no additional contributions have been made since the inception of the plan.

As of June 30, 2020 , there is an immaterial amount in accumulated other comprehensive income related to the GXS PHP plan that is expected to be recognized as a component of net periodic benefit costs over the next fiscal year.

The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total

Benefit obligation—beginning of fiscal year $ 32,851 $ 24,105 $ 10,270 $ 67,226 $ 35,836 $ 26,739 $ 6,904 $ 69,479

Service cost 473 206 1,822 2,501 572 319 1,247 2,138

Interest cost 505 364 469 1,338 459 337 368 1,164

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Year Ended June 30,

2021 2020 2019

Pension expense:

CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total CDT GXS GER GXS PHP Total

Service cost $ 473 $ 206 $ 1,822 $ 2,501 $ 572 $ 319 $ 1,247 $ 2,138 $ 550 $ 566 $ 771 $ 1,887

Interest cost 505 364 469 1,338 459 337 368 1,164 642 489 300 1,431

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Net pension expense $ 1,683 $ 683 $ 2,290 $ 4,656 $ 1,970 $ 900 $ 1,327 $ 4,197 $ 1,888 $ 1,185 $ 509 $ 3,582

Service-related net periodic pension costs are recorded within operating expense and all other non-service related net periodic pension costs are classified under "Other income (expense), net" on our Consolidated Statements of Income .

Service-related net periodic pension costs are recorded within operating expense and all other non-service related net periodic pension costs are classified under "Interest and other related expense, net" on our Consolidated Statements of Income.

In determining the fair value of the pension plan benefit obligations as of June 30, 2021 and June 30, 2020, respectively, we used the following weighted-average key assumptions:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

CDT GXS GER GXS PHP CDT GXS GER GXS PHP

Salary increases 1.50 % 1.50 % 5.00 % 1.75 % 2.50 % 6.50 %

Pension increases

Pension increases 1.50 % 1.50 % N/A 1.50 % 2.00 % N/A

Discount rate 1.39 % 1.39 % 5.00 % 1.46 % 1.46 % 3.50 %

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Employee fluctuation rate:

to age 20 — % — % 13.98 % — % — % 12.19 %

to age 25 — % — % 7.10 % — % — % 16.58 %

to age 30 1.00 % — % 3.00 % 1.00 % — % 13.97 %

to age 35 0.50 % — % 2.44 % 0.50 % — % 10.77 %

to age 40 — % — % 2.59 % — % — % 7.39 %

to age 45 0.50 % — % 1.15 % 0.50 % — % 3.28 %

to age 50 0.50 % — % — % 0.50 % — % — %

from age 51 1.00 % — % — % 1.00 % — % — %

Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows:

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

Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries.

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From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans.

During the year ended June 30, 2020 , we repurchased 300,000 of our Common Shares in the open market, at a cost of $ 12.4 million for potential reissuance under our LTIP or other plans ( year ended June 30, 2019 and 2018— 726,059 and nil , respectively, at a cost of $ 26.5 million and nil , respectively), described below.

During the year ended June 30, 2020 , we reissued 480,574 Common Shares from treasury stock ( year ended June 30, 2019 and 2018— 613,524 and 411,276 Common Shares, respectively), in connection with the settlement of awards and other plans.

During the year ended June 30, 2021, we repurchased 1,455,088 of our Common Shares on the open market, at a cost of $ 64.8 million for potential reissuance under our LTIP or other plans, described below (year ended June 30, 2020 and 2019— 300,000 and 726,059 Common Shares, respectively, at a cost of $ 12.4 million and $ 26.5 million, respectively).

During the year ended June 30, 2021, we reissued 509,721 Common Shares from treasury stock in connection with the settlement of awards and other plans (year ended June 30, 2020 and 2019— 480,574 and 613,524 Common Shares, respectively).

Share Repurchase Plan

On November 5, 2020, the Board authorized a share repurchase plan (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.

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

Share-Based Payments

Total share-based compensation expense for the periods indicated below is detailed as follows:

Year Ended June 30,

2021 2020 2019

Stock options $ 15,639 $ 9,779 $ 10,232

Performance Share Units (issued under LTIP) 9,898 5,997 3,461

Restricted Share Units (issued under LTIP) 7,358 5,943 5,917

Restricted Share Units (other) 10,561 174 175

Deferred Share Units (directors) 3,396 3,345 3,133

Employee Stock Purchase Plan 5,117 4,294 3,852

Total share-based compensation expense $ 51,969 $ 29,532 $ 26,770

A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below.

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2004 Stock Option Plan

Date of inception

Eligible employees, as determined by the Board of Directors

Date of inception Oct-04

Eligibility Eligible employees, as determined by the Board of Directors

Options granted to date 38,348,857

Options exercised to date ( 20,798,129 )

( 19,192,995 )

Options cancelled to date ( 9,437,154 )

( 8,518,116 )

Options outstanding 8,113,574

Termination grace periods

Immediately “for cause”;

Termination grace periods Immediately “for cause”;

90 days for any other reason;

180 days due to death

Vesting schedule

25% per year, unless otherwise specified

Vesting schedule 25 % per year, unless otherwise specified

Exercise price range $ 22.68 - $ 48.74

$16.58 - $44.99

Expiration dates 8/1/2021 - 5/10/2028

8/2/2020 - 5/4/2027

Summary of Outstanding Stock Options

The following table summarizes information regarding stock options outstanding at June 30, 2021:

Options Outstanding

Options Exercisable

Range of Exercise

Number of options

Outstanding as of

June 30, 2020

Number of options

Options Outstanding Options Exercisable

Range of Exercise Prices Number of options Outstanding as of June 30, 2021 Weighted

Life (years) Weighted

Price Number of options

Exercisable as of

June 30, 2020

Share-Based Payments

Total share-based compensation expense for the periods indicated below is detailed as follows:

Year Ended June 30,

Stock options

Performance Share Units (issued under LTIP)

Restricted Share Units (issued under LTIP)

Restricted Share Units (other)

Deferred Share Units (directors)

Employee Share Purchase Plan

Total share-based compensation expense

Summary of Outstanding Stock Options

June 30, 2021 Weighted

$ 22.68 — $ 33.06 1,102,966 2.38 $ 30.61 943,933 $ 30.27

33.07 — 34.60 712,037 3.14 34.16 507,976 34.09

34.61 — 38.30 874,882 4.90 36.72 358,255 36.10

38.31 — 39.02 634,760 5.10 38.76 144,703 38.76

39.03 — 39.98 704,352 4.21 39.34 312,972 39.34

39.99 — 43.22 821,355 5.35 40.74 176,519 40.46

43.23 — 45.40 538,625 5.60 44.99 123,125 44.99

45.41 — 46.88 2,382,097 6.11 45.81 — —

46.89 — 48.34 200,000 6.86 47.94 — —

48.35 — 48.74 142,500 6.61 48.74 — —

$ 22.68 — $ 48.74 8,113,574 4.88 $ 40.16 2,567,483 $ 34.83

As of June 30, 2021, an aggregate of 8,113,574 options to purchase Common Shares were outstanding and an additional 11,251,577 options to purchase Common Shares were available for issuance under our stock option plans.

Our stock options generally vest over four years and expire between seven and ten years from the date of the grant.

Our stock options

generally vest over four years and expire between seven and ten years from the date of the grant.

Currently we also have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions.

The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

A summary of activity under our stock option plans for the year ended June 30, 2020 is as follows:

Average Exercise

Contractual Term

Aggregate Intrinsic Value

Outstanding at June 30, 2019

Forfeited or expired

Outstanding at June 30, 2020

Exercisable at June 30, 2020

A summary of activity under our stock option plans for the year ended June 30, 2021 and 2020 are as follows:

Options Weighted-

Average Exercise

Price Weighted-

Contractual Term

Aggregate Intrinsic Value

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2020 7,429,537 $ 36.18 4.78 $ 49,574

Granted 3,208,209 45.77

Exercised ( 1,605,134 ) 30.88

Forfeited or expired ( 919,038 ) 43.75

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Exercisable at June 30, 2021 2,567,483 $ 34.83 3.47 $ 41,005

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No.

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo pricing model, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No.

The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option.

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Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows:

Year Ended June 30,

2021 2020 2019

Weighted–average fair value of options granted $ 8.45 $ 6.88 $ 8.39

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Average exercise share price $ 45.76 $ 41.81 $ 38.81

For the periods in which performance options were granted, as indicated, the weighted-average fair value of performance options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Year Ended June 30,

Weighted–average fair value of options granted $ 10.18

Derived service period (in years) 1.80

Weighted-average assumptions used:

Expected volatility 28.00 %

Risk–free interest rate 0.42 %

Expected dividend yield 1.70 %

Average exercise share price $ 45.81

During the year ended June 30, 2021, we granted 750,000 performance options, which are included in the summary of stock option plan activity above.

There were no performance options granted during the year ended June 30, 2020 and 2019, respectively.

As of June 30, 2021, the total compensation cost related to the unvested stock option awards not yet recognized was $ 38.7 million, which will be recognized over a weighted-average period of 2.8 years.

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We have no t capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

The aggregate intrinsic value of options exercised during the year ended June 30, 2021 was $ 25.0 million (year ended June 30, 2020 and 2019—$ 26.6 million and $ 21.0 million, respectively).

For the year ended June 30, 2021, cash in the amount of $ 49.6 million was received as the result of the exercise of options granted under share-based payment arrangements (year ended June 30, 2020 and 2019—$ 41.3 million and $ 35.6 million, respectively).

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LTIP grants are referred to in this Annual Report on Form 10-K based upon the year in which the grants are expected to vest.

Fiscal 2019 LTIP

Grants made in Fiscal 2017 under the LTIP (collectively referred to as Fiscal 2019 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2017 starting on August 14, 2016.

We settled the Fiscal 2019 LTIP awards by issuing 255,502 Common Shares from treasury stock during the three months ended December 31, 2019, with a cost of $ 9.1 million .

Fiscal 2020 LTIP

Grants made in Fiscal 2018 under the LTIP (collectively referred to as Fiscal 2020 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2018 starting on August 7, 2017.

Grants made in Fiscal 2018 under the LTIP (collectively referred to as LTIP 2020), consisting of PSUs and RSUs, took effect in Fiscal 2018 starting on August 7, 2017.

We settled the LTIP 2020 awards by issuing 292,401 Common Shares from treasury stock during the second quarter of Fiscal 2021, with a cost of $ 11.2 million.

Grants made in Fiscal 2019 under the LTIP (collectively referred to as LTIP 2021), consisting of PSUs and RSUs, took effect in Fiscal 2019 starting on August 6, 2018.

The Performance Conditions for vesting of the PSUs are based solely upon market conditions.

The RSUs are employee service-based awards and vest over the life of the Fiscal 2020 LTIP.

We expect to settle the Fiscal 2020 LTIP awards in stock.

Fiscal 2021 LTIP

Grants made in Fiscal 2019 under the LTIP (collectively referred to as Fiscal 2021 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2019 starting on August 6, 2018.

The RSUs are employee service-based awards and vest over the life of the LTIP 2021.

We expect to settle the LTIP 2021 awards in stock.

Grants made in Fiscal 2020 under the LTIP (collectively referred to as LTIP 2022), consisting of PSUs and RSUs, took effect in Fiscal 2020 starting on August 5, 2019.

The Performance Conditions for vesting of the PSUs are based solely upon market conditions.

The RSUs are employee service-based awards and vest over the life of the Fiscal 2021 LTIP.

We expect to settle the Fiscal 2021 LTIP awards in stock.

Fiscal 2022 LTIP

Grants made in Fiscal 2020 under the LTIP (collectively referred to as Fiscal 2022 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2020 starting on August 5, 2019.

The RSUs are employee service-based awards and vest over the life of the LTIP 2022.

We expect to settle the LTIP 2022 awards in stock.

Grants made in Fiscal 2021 under the LTIP (collectively referred to as LTIP 2023), consisting of PSUs and RSUs, took effect in Fiscal 2021 starting on August 10, 2020.

The Performance Conditions for vesting of the PSUs are based solely upon market conditions.

The RSUs are employee service-based awards and vest over the life of the Fiscal 2022 LTIP.

We expect to settle the Fiscal 2022 LTIP awards in stock.

The RSUs are employee service-based awards and vest over the life of the LTIP 2023.

We expect to settle the LTIP 2023 awards in stock.

Restricted Share Units (RSUs)

During the year ended June 30, 2020 , we granted 15,000 RSUs to employees in accordance with employment and other non-LTIP related agreements ( year ended June 30, 2019 and 2018— nil and 4,464 , respectively).

During the year ended June 30, 2021, we granted 484,956 RSUs to employees in accordance with employment and other non-LTIP related agreements (year ended June 30, 2020 and 2019— 15,000 RSUs and nil , respectively).

RSUs vest over a specified contract date, typically three years from the respective date of grants.

As of June 30, 2021, the total expected compensation cost related to the unvested RSU awards not yet recognized was $ 9.0 million, which is expected to be recognized over a weighted average period of 2.1 years.

We expect to settle RSU awards in stock.

During the year ended June 30, 2020 , we issued 3,334 Common Shares from treasury stock, with a cost of $ 0.1 million in connection with the settlement of vested RSUs ( year ended June 30, 2019 and 2018— 22,627 and 98,625 Common Shares, respectively, with a cost of $ 0.7 million and $ 2.1 million , respectively).

During the year ended June 30, 2021, we did no t issue any Common Shares from treasury stock in connection with the settlement of vested RSUs (year ended June 30, 2020 and 2019— 3,334 and 22,627 Common Shares, respectively, with a cost of $ 0.1 million and $ 0.7 million, respectively).

Deferred Share Units (DSUs)

During the year ended June 30, 2020 , we granted 82,733 DSUs to certain non-employee directors ( year ended June 30, 2019 and 2018 — 100,271 and 87,501 DSUs, respectively).

During the year ended June 30, 2021, we granted 85,428 DSUs, respectively, to certain non-employee directors (year ended June 30, 2020 and 2019— 82,733 and 100,271 DSUs, respectively).

The DSUs were issued under our Deferred Share Unit Plan.

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No DSUs are payable by us until the director ceases to be a member of the Board.

During the year ended June 30, 2020, we did no t issue shares from treasury stock in connection with the settlement of vested DSUs (year ended June 30, 2019 and 2018 — 51,794 and nil DSUs, respectively, with a cost of $ 2.0 million and nil , respectively).

Employee Share Purchase Plan (ESPP)

During the year ended June 30, 2021, we issued 23,640 Common Shares from treasury stock, at a cost of $ 1.1 million, in connection with the settlement of vested DSUs (year ended June 30, 2020 and 2019— nil and 51,794 Common Shares, respectively, with a cost of nil and $ 2.0 million respectively).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees a purchase price discount of 15 %.

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Payments due between

July 1, 2020 - June 30, 2021

July 1, 2021 - June 30, 2023

July 1, 2023 - June 30, 2025

Total July 1, 2021 -

June 30, 2022 July 1, 2022 -

June 30, 2024 July 1, 2024 -

June 30, 2026 July 1, 2026

Long-term debt obligations (1)

$ 4,514,954 $ 149,942 $ 299,371 $ 2,047,391 $ 2,018,250

Purchase obligations for contracts not accounted for as lease obligations (2)

70,646 42,887 27,759 — —

$ 4,585,600 $ 192,829 $ 327,130 $ 2,047,391 $ 2,018,250

(1) Includes interest up to maturity and principal payments.

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

Please see note 11 "Long-Term Debt" for more details.

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Contingencies

As we have previously disclosed, the United States Internal Revenue Service (IRS) is 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 is reviewing our internal reorganization in Fiscal 2010 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, that, as revised by the IRS on July 11, 2018 proposes a one-time approximately $ 335 million increase to our U.S.

federal taxes arising from the reorganization in Fiscal 2010 (the 2010 NOPA), plus penalties equal to 20 % of the additional proposed taxes for Fiscal 2010, and interest at the applicable statutory rate published by the IRS.

On July 11, 2018 , we also received, consistent with previously disclosed expectations, a draft NOPA proposing a one time approximately $ 80 million increase to our U.S.

federal taxes for Fiscal 2012 (the 2012 NOPA) arising from the integration of Global 360 Holding Corp.

into the structure that resulted from the internal reorganization in Fiscal 2010, plus penalties equal to 40 % of the additional proposed taxes for Fiscal 2012, and interest.

As we have previously disclosed, the United States Internal Revenue Service (IRS) has been examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through Fiscal 2012, and in connection with those examinations has 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 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, for Fiscal 2010 (the 2010 NOPA), and on July 11, 2018, we also received, consistent with previously disclosed expectations, a draft NOPA for Fiscal 2012 (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.

In each case, such documentation was as expected and on substantially the same terms as provided for in the previously disclosed respective draft NOPAs, with the exception of an additional proposed penalty as part of the 2012 NOPA.

A NOPA is an IRS position and does not impose an obligation to pay tax.

We continue to strongly disagree with the IRS’ positions within the NOPAs and we are vigorously contesting the proposed adjustments to our taxable income, along with any proposed penalties and interest.

As of our receipt of the final 2010 NOPA and 2012 NOPA, our estimated potential aggregate liability, as proposed by the IRS, including additional state income taxes plus penalties and interest that may be due, was approximately $ 770 million , comprised of approximately $ 455 million in U.S.

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 $ 430 million in U.S.

federal and state taxes, approximately $ 130 million of penalties, and approximately $ 270 million of interest.

Interest will continue to accrue at the applicable statutory rates until the matter is resolved and may be substantial.

As previously disclosed and noted above, we strongly disagree with the IRS’ positions and we are vigorously contesting the proposed adjustments to our taxable income, along with the proposed penalties and interest.

We are pursuing various alternatives available to taxpayers to contest the proposed adjustments, including currently through IRS Appeals and potentially U.S.

Federal court.

Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses.

As of the date of this 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.

As previously disclosed, we disagree with the IRS’ positions and have been vigorously contesting the proposed adjustments to our taxable income, along with the proposed penalties and interest.

On December 21, 2020, we entered into a closing agreement with the IRS resolving all of the proposed adjustments to our taxable income for Fiscal 2010 and 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 best interest of 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 this IRS matter, please see note 14 "Guarantees and Contingencies" in our Annual Report on Form 10-K for Fiscal 2020.

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 and Fiscal 2015.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of June 30, 2020 , in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 to be limited to penalties and interest that may be due of approximately $ 44 million .

The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 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.

We strongly disagree with the CRA's positions and believe the reassessments of Fiscal 2012, Fiscal 2013, Fiscal 2014 and Fiscal 2015 (including any penalties) are without merit.

We have filed notices of objection for Fiscal 2012, Fiscal 2013 and Fiscal 2014, and we will be filing a notice of objection for Fiscal 2015 shortly.

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 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 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 fiscal years prior to Fiscal 2012 have been completed with no reassessment of our income 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 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 and Fiscal 2015, or potential reassessments that may be proposed for subsequent years currently under audit, 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.

We will continue to vigorously contest the proposed adjustments to our taxable income and any penalty and interest assessments.

As of the date of this Annual Report on Form 10-K , we have not recorded any accruals in respect of these reassessments 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 is currently auditing Fiscal 2016 and Fiscal 2017.

We are engaged in ongoing discussions with the CRA and continue to vigorously contest the CRA's audit positions.

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 settlement with the Indian tax authorities.

We have accrued $ 1.2 million to cover our anticipated financial exposure in this matter.

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 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 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.

The CRA has also advised us that they are currently in preliminary stages of auditing Fiscal 2018 and Fiscal 2019.

Carbonite Class Action Complaint

14 unchanged sentences

The defendants moved to dismiss the Securities Actions on March 10, 2020.

The motion was fully briefed in June 2020 and awaits the court's decision.

In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of this action and are unable to reasonably estimate the amount or range of loss, if any, that could result from this proceeding.

The motion was fully briefed in June 2020 and a hearing on the motion to dismiss the Securities Actions was held on October 15, 2020.

Following the hearing, on October 22, 2020, the court granted with prejudice the defendants’ motion to dismiss the Securities Actions.

On November 20, 2020, the lead plaintiff filed a notice of appeal to the 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 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

10 unchanged sentences

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 appeal of the dismissal in the Delaware lawsuit.

As to the fourth patent, the U.S.

Patent & Trademark Office Patent Trial and Appeal Board on September 24, 2019 invalidated certain claims of that patent.

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.

The Company is defending Carbonite vigorously.

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 probable at this time and we remain unable to reasonably estimate a possible loss or range of loss associated with this litigation.

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

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

NOTE 15— INCOME TAXES

Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

The effective tax rate decreased to a provision of 32.1 % for the year ended June 30, 2020, compared to a provision of 35.2 % for the year ended June 30, 2019.

The decrease in tax expense of $ 44.1 million was primarily due to (i) a decrease of $ 23.7 million relating to lower net income including the impact of foreign rates, (ii) a decrease of $ 51.3 million for changes in unrecognized tax benefits, (iii) a decrease of $ 7.0 million from tax rate differential in tax years applicable to United States loss carryforwards that became eligible for carryback under the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted in the third quarter of Fiscal 2020, and (iv) a decrease of $ 16.0 million related to tax costs of internal reorganizations

that did not recur in Fiscal 2020.

These were partially offset by (i) an increase of $ 25.2 million related to the US Base Erosion Anti-avoidance Tax (US BEAT), (ii) an increase in accruals for repatriations from foreign subsidiaries of $ 17.3 million , (iii) an increase in the effect of withholding taxes of $ 5.9 million , and (iv) an increase in the change in the valuation allowance of $ 4.8 million .

The effective tax rate increased to a provision of 52.2 % for the year ended June 30, 2021, compared to a provision of 32.1 % for the year ended June 30, 2020.

Tax expense 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) an increase of $ 300.5 million relating to the IRS Settlement, (ii) an increase of $ 76.4 million relating to higher net income including the impact of foreign rates and (iii) an increase of $ 7.0 million related to the one-time benefit from the US CARES Act in Fiscal 2020 that did not recur in Fiscal 2021.

These were partially offset by (i) a decrease of $ 66.9 million for changes in unrecognized tax benefits, (ii) a decrease of $ 34.1 million 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 valuation allowance, (v) a decrease of $ 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.

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Year Ended June 30,

2021 2020 2019

Expected statutory rate 26.50 % 26.50 % 26.50 %

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Change in valuation allowance ( 5,900 ) ( 222 ) ( 5,045 )

Amortization of deferred charges

Effect of permanent differences ( 1,885 ) 1,215 ( 577 )

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Difference in tax filings from provision ( 2,162 ) 933 ( 250 )

Effect of U.S.

Effect of tax credits for research and development ( 16,086 ) ( 14,947 ) ( 13,550 )

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Effect of CARES Act — ( 7,009 ) —

Effect of IRS Settlement 300,460 — —

Impact of internal reorganization of subsidiaries ( 33,676 ) 451 16,471

Other Items ( 2,496 ) 4,527 5,473

$ 339,906 $ 110,837 $ 154,937

The following is a geographical breakdown of income before the provision for income taxes:

Year Ended June 30,

2021 2020 2019

Domestic income (loss) $ 462,315 $ 241,862 $ 269,331

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Year Ended June 30,

2021 2020 2019

Current income taxes (recoveries):

Domestic $ 310,615 $ 12,547 $ 7,862

Foreign ( 43,748 ) 46,902 99,650

266,867 59,449 107,512

Deferred income taxes (recoveries):

Domestic 111,232 68,580 52,889

Foreign ( 38,193 ) ( 17,192 ) ( 5,464 )

73,039 51,388 47,425

Provision for (recovery of) income taxes $ 339,906 $ 110,837 $ 154,937

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In addition, we have $ 413.0 million of foreign non-capital loss carryforwards of which $ 73.1 million have no expiry date.

The remainder of the domestic

and foreign losses expires between 2021 and 2040.

The remainder of the domestic and foreign losses expire between 2022 and 2039.

In addition, investment tax credits of $ 59.3 million will expire between 2022 and 2041.

The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below:

As of June 30,

Deferred tax assets

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Deferred revenue 11,388 60,026

Other 73,236 76,031

Total deferred tax asset $ 879,364 $ 942,326

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Scientific research and development tax credits $ ( 15,080 ) $ ( 14,361 )

Other ( 102,882 ) ( 83,328 )

Deferred tax liabilities $ ( 117,962 ) $ ( 97,689 )

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Long-term liabilities ( 108,224 ) ( 148,738 )

$ 688,514 $ 762,827

We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required.

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The aggregate changes in the balance of our gross unrecognized tax benefits (including interest and penalties) were as follows:

Unrecognized tax benefits as of July 1, 2018

Unrecognized tax benefits as of June 30, 2019 $ 209,242

Increases on account of current year positions 7,296

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Unrecognized tax benefits as of June 30, 2021 $ 36,749

Included in the above tabular reconciliation are unrecognized tax benefits of $ 15.0 million relating to deferred tax assets, of which $ 6.0 million would not impact the effective tax rate if reversed.

Included in the above tabular reconciliation are unrecognized tax benefits of $ 6.7 million relating to deferred tax assets in jurisdictions in which these deferred tax assets are offset with valuation allowances.

The net unrecognized tax benefit excluding these deferred tax assets is $ 29.9 million as of June 30, 2021 (June 30, 2020—$ 180.0 million).

We recognize interest expense and penalties related to income tax matters in income tax expense.

For the year ended June 30, 2020 , 2019 and 2018, we recognized the following amounts as income tax-related interest expense and penalties:

For the year ended June 30, 2021, 2020 and 2019, respectively, we recognized the following amounts as income tax-related interest expense and penalties:

Year Ended June 30,

2021 2020 2019

Interest expense (recoveries) $ 44,657 $ 5,764 $ 10,512

Penalties expense (recoveries) 1,125 327 945

Total $ 45,782 $ 6,091 $ 11,457

The following amounts have been accrued on account of income tax-related interest expense and penalties:

As of June 30, 2020

As of June 30, 2019

As of June 30, 2021 As of June 30, 2020

Interest expense accrued (1)

$ 5,166 $ 70,364

Penalties accrued (1)

$ 2,605 $ 2,620

(1) These balances are primarily included within "Long-term income taxes payable" within the Consolidated Balance Sheets.

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The earliest fiscal years open for examination are 2012 for Germany, 2010 for the United States, 2015 for Luxembourg, and 2012 for Canada.

We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits open in Canada, the United States, Germany, India, Italy and the Philippines.

We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits open in Canada, the United States, Germany, India, Austria, Italy, France, and the Philippines.

On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes.

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For more information relating to certain tax audits, please refer to note 14 "Guarantees and Contingencies".

As at June 30, 2020 , we have recognized a provision of $ 24.8 million ( June 30, 2019 — $ 17.4 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 German subsidiaries, that will be subject to withholding taxes upon distribution.

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

As a result, we recorded charges of $ 300.5 million during the year ended June 30, 2021 to "Provision for (recovery of) income taxes".

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 best interest of all stakeholders, as it closes all past, present and future items related to this matter.

The IRS Settlement provides finality to this longstanding matter.

During the year ended June 30, 2021, we made payments of $ 299.6 million associated with the IRS Settlement.

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.

Please refer to note 14 "Guarantees and Contingencies" for additional details.

As of June 30, 2021, we have recognized a provision of $ 27.5 million (June 30, 2020—$ 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 German subsidiaries, that will be subject to withholding taxes upon distribution.

We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian subsidiaries, since such earnings are considered permanently invested in those subsidiaries or are not subject to withholding taxes.

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In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs.

The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair

value are observable in the market.

The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety.

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Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2021 and June 30, 2020:

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Fair Market Measurements using:

June 30, 2020

Quoted prices

(liabilities)

June 30, 2019

Quoted prices

(liabilities)

June 30, 2021 Quoted prices

(liabilities) Significant

inputs Significant

inputs June 30, 2020 Quoted prices

(liabilities) Significant

inputs Significant

(Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3)

Financial Assets:

Foreign currency forward contracts designated as cash flow hedges (note 17) $ 1,131 $ — $ 1,131 $ — $ — $ — $ — $ —

Total $ 1,131 $ — $ 1,131 $ — $ — $ — $ — $ —

Financial Liabilities:

Foreign currency forward contracts designated as cash flow hedges (note 17) $ — $ — $ — $ — $ ( 185 ) $ — $ ( 185 ) $ —

Total $ — $ — $ — $ — $ ( 185 ) $ — $ ( 185 ) $ —

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments.

Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates.

Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities.

Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Consolidated Financial Statements at an amount that approximates the fair value (a Level 2 measurement) due to their short maturities.

The fair value of our Senior Notes is determined based on observable market prices and categorized as a Level 2 measurement.

As of June 30, 2021, the fair value was $ 2.7 billion (June 30, 2020—$ 2.6 billion).

The carrying value of our other long-term debt facilities approximates the fair value since the interest rate is at market.

Please see note 11 "Long-Term Debt" for further details.

If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs.

During the year ended June 30, 2020 and 2019 , we did not have any transfers between Level 1, Level 2 or Level 3.

During the year ended June 30, 2021 and 2020, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired.

During the year ended June 30, 2020 and 2019, no impairments were identified and therefore no fair value measurements were required.

During the year ended June 30, 2021, 2020, and 2019, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

NOTE 17— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income.

The fair value of the contracts, as of June 30, 2020 , is recorded within "Accounts payable and accrued liabilities" and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income into earnings with the next twelve months.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within "Other Comprehensive Income (Loss), net".

The fair value of the contracts, as of June 30, 2021, is recorded within "Prepaid expenses and other current assets" and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income into earnings with the next twelve months.

As of June 30, 2021, the notional amount of forward contracts we held to sell U.S.

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Fair Value of Derivative Instruments in the Consolidated Balance Sheets (see note 16 "Fair Value Measurement")

As of June 30, 2020

As of June 30, 2019

Balance Sheet Location

Asset (Liability)

As of June 30, 2021 As of June 30, 2020

Derivatives Balance Sheet Location Fair Value

Asset (Liability) Fair Value

Asset (Liability)

Foreign currency forward contracts designated as cash flow hedges

Prepaid expenses and other current assets (Accounts payable and accrued liabilities)

Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ 1,131 $ ( 185 )

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)

Year Ended June 30, 2021

Derivatives in Cash Flow Hedging Relationship

Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)

Location of Gain or (Loss)

Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss)

Reclassified from Accumulated OCI into Income

(Effective Portion)

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion)

Foreign currency forward contracts

Operating expenses

Foreign currency forward contracts $ 5,778 Operating expenses $ 4,462

Year Ended June 30, 2020

Derivatives in Cash Flow Hedging Relationship

Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)

Location of Gain or (Loss)

Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss)

Reclassified from Accumulated OCI into Income

(Effective Portion)

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion)

Foreign currency forward contracts

Operating expenses

Foreign currency forward contracts $ ( 2,261 ) Operating expenses $ ( 1,340 )

Year Ended June 30, 2019

Derivatives in Cash Flow Hedging Relationship

Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)

Location of Gain or (Loss)

Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Location of Gain or (Loss)

Reclassified from Accumulated OCI into Income

(Effective Portion)

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

(Effective Portion)

Foreign currency forward contracts

Operating expenses

Foreign currency forward contracts $ 22 Operating expenses $ ( 2,033 )

NOTE 18— SPECIAL CHARGES (RECOVERIES)

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Year Ended June 30,

2021 2020 2019

COVID-19 Restructuring Plan $ ( 8,929 ) $ 53,616 $ —

Fiscal 2020 Restructuring Plan 3,669 26,680 —

Fiscal 2019 Restructuring Plan

Fiscal 2018 Restructuring Plan

Restructuring Plans prior to Fiscal 2020 Restructuring Plan ( 53 ) 1,371 29,111

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Other charges (recoveries) 1,155 5,011 983

Total $ 1,748 $ 100,428 $ 35,719

During Fiscal 2020, we entered into the COVID-19 and Fiscal 2020 Restructuring Plans (as defined below), which included the abandonment of certain leased facilities.

As a result of the COVID-19 pandemic, at the time of the initial abandonment of leased facilities during the fourth quarter of Fiscal 2020, we anticipated that we would not be able to early terminate any of our lease obligations.

During the year ended June 30, 2021, we recorded net recoveries of $ 29.5 million within "Special charges (recoveries)" relating to early lease terminations and assignments of previously abandoned office space.

These recoveries were recorded under the COVID-19 and Fiscal 2020 Restructuring Plans, consistent with the initial abandonment.

COVID-19 Restructuring Plan

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The COVID-19 Restructuring Plan charges relate to workforce reductions and facility costs, including the accelerated amortization associated with the abandonment of ROU assets, the write-off of fixed assets and other related variable lease and exit costs.

Currently, our assumptions with respect to the COVID-19 Restructuring Plan, do not include any potential sublease income from vacated facilities.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

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On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

As of June 30, 2020 , we expect total costs to be incurred in connection with the COVID-19 Restructuring Plan to be approximately $ 62 million to $ 75 million , of which $ 53.6 million has been recorded within "Special charges (recoveries)" to date.

A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets , for the year ended June 30, 2020 is shown below.

COVID-19 Restructuring Plan

Workforce reduction

Facility costs

Balance payable as at June 30, 2019

With respect to the COVID-19 Restructuring Plan, at the time of initial abandonment we assumed there would be no additional sublease income, lease assignments or early terminations from vacated facilities.

Since the inception of the plan, $ 44.7 million has been recorded within "Special charges (recoveries)" to date.

We do not expect to incur any further significant charges relating to this plan.

A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets, for the year ended June 30, 2021 and 2020 is shown below.

COVID-19 Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2019 $ — $ — $ —

Accruals and adjustments 8,702 12,319 21,021

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Foreign exchange and other non-cash adjustments 79 278 357

Balance payable as at June 30, 2020

During the year ended June 30, 2020 , we incurred $ 27.2 million in charges associated with the accelerated amortization charges associated with the abandonment of facility related ROU assets and $ 5.4 million in charges associated with the write off of fixed assets as part of the COVID-19 Restructuring Plan.

Fiscal 2020 Restructuring Plan

During Fiscal 2020, we began to implement restructuring activities to streamline our operations (Fiscal 2020 Restructuring Plan), including in connection with our acquisitions of Carbonite and XMedius, to take further steps to improve our operational efficiency.

The Fiscal 2020 Restructuring Plan charges relate to workforce reductions and facility consolidations.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded.

On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

During the fourth quarter of Fiscal 2020, we revised our assumption relating to potential sublease.

Our current estimate does not include any potential sublease income from vacated facilities.

As of June 30, 2020 , we expect total costs to be incurred in connection with the Fiscal 2020 Restructuring Plan to be approximately $ 36 million to $ 44 million , of which $ 26.7 million has been recorded within "Special charges (recoveries)" to date.

Fiscal 2020 Restructuring Plan

Workforce reduction

Facility costs

Balance payable as at June 30, 2019

Balance payable as of June 30, 2020 5,172 12,276 17,448

Accruals and adjustments 1,983 ( 2,224 ) ( 241 )

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Foreign exchange and other non-cash adjustments 272 100 372

Balance payable as at June 30, 2020

During the year ended June 30, 2020 , we incurred $ 9.7 million in charges associated with the accelerated amortization associated with the abandonment of ROU assets and $ 4.3 million in charges associated with write off of fixed assets as part of the Fiscal 2020 Restructuring Plan.

Balance payable as of June 30, 2021 $ 255 $ 4,010 $ 4,265

During the year ended June 30, 2021, we recognized net recoveries of $ 16.0 million relating to previously abandoned office space that has since been early terminated or assigned to a third party, as discussed above.

Included in these recoveries is $ 12.5 million relating to the reversal of lease liabilities (see note 6 "Leases"), with the remainder relating to other facility charges and recoveries.

Additionally, during the year ended June 30, 2021, we incurred $ 7.1 million in charges related to abandoned facilities, workforce reductions and the write-off of fixed assets.

During the year ended June 30, 2020, we incurred $ 27.2 million in charges related to accelerated amortization associated with the abandonment of ROU assets and $ 5.4 million in charges associated with the write-off of fixed assets.

Additionally, during the year ended June 30, 2020, we incurred $ 21.0 million in charges related to abandoned facilities and workforce reductions.

Fiscal 2020 Restructuring Plan

During Fiscal 2019, we began to implement restructuring activities to streamline our operations (Fiscal 2019 Restructuring Plan), including in connection with our acquisitions of Catalyst Repository Systems Inc.

(Catalyst) and Liaison Technologies, Inc.

(Liaison), to take further steps to improve our operational efficiency.

The Fiscal 2019 Restructuring Plan charges relate to workforce reductions and facility consolidations.

The Fiscal 2020 Restructuring Plan charges relate to workforce reductions and facility costs, including the accelerated amortization associated with the abandonment of ROU assets, the write-off of fixed assets and other related variable lease and exit costs.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

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On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

With respect to the Fiscal 2020 Restructuring Plan, at the time of the initial abandonment we assumed there would be no additional sublease income, lease assignments or early terminations from vacated facilities.

Since the inception of the plan, $ 30.3 million has been recorded within "Special charges (recoveries)" to date.

We do not expect to incur any further significant charges relating to this plan.

A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below.

Fiscal 2019 Restructuring Plan

Workforce reduction

Facility costs

Balance payable as at June 30, 2019

Adjustment for Topic 842 (note 1 and note 6)

A reconciliation of the beginning and ending restructuring liability, which is included within "Accounts payable and accrued liabilities" in our Consolidated Balance Sheets, for the year ended June 30, 2021 and 2020 is shown below.

Fiscal 2020 Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2019 $ — $ — $ —

Accruals and adjustments 5,993 6,734 12,727

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Foreign exchange and other non-cash adjustments ( 5 ) ( 31 ) ( 36 )

Balance payable as at June 30, 2020

Fiscal 2018 Restructuring Plan

During Fiscal 2018 and in the context of our acquisitions of Covisint Corporation, Guidance Software Inc.

and Hightail, Inc., we implemented restructuring activities to streamline our operations (collectively referred to as the Fiscal 2018 Restructuring Plan).

The Fiscal 2018 Restructuring Plan charges relate to workforce reductions and facility consolidations.

These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries.

Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded.

On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, $ 10.8 million has been recorded within "Special charges (recoveries)" to date.

We do not expect to incur any further significant charges relating to this plan.

A reconciliation of the beginning and ending liability for the year ended June 30, 2020 is shown below.

Fiscal 2018 Restructuring Plan

Workforce reduction

Facility costs

Balance payable as at June 30, 2019

Adjustment for Topic 842 (note 1 and note 6)

Balance payable as of June 30, 2020 1,576 6,442 8,018

Accruals and adjustments 11,444 ( 869 ) 10,575

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Foreign exchange and other non-cash adjustments 25 ( 338 ) ( 313 )

Balance payable as at June 30, 2020

Balance payable as of June 30, 2021 $ 2,217 $ 1,866 $ 4,083

During the year ended June 30, 2021, we recognized net recoveries of $ 13.5 million relating to previously abandoned office space that has since been early terminated or assigned to a third party, as discussed above.

Included in these recoveries is $ 10.1 million relating to the reversal of lease liabilities (see note 6 "Leases"), with the remainder relating to other facility charges and recoveries.

Additionally, during the year ended June 30, 2021, we incurred $ 17.2 million in charges related to abandoned facilities, workforce reductions and the write-off of fixed assets.

During the year ended June 30, 2020, we incurred $ 9.7 million in charges related to accelerated amortization associated with the abandonment of ROU assets and $ 4.3 million in charges associated with the write-off of fixed assets.

Additionally, during the year ended June 30, 2020, we incurred $ 12.7 million in charges related to abandoned facilities and workforce reductions.

Acquisition-related costs

Included within "Special charges (recoveries)" for the year ended June 30, 2020 are costs incurred directly in relation to acquisitions in the amount of $ 13.8 million ( year ended June 30, 2019 and 2018— $ 5.6 million and $ 4.8 million , respectively).

Acquisition-related costs, recorded within "Special charges (recoveries)" include direct costs of potential and completed acquisitions.

Acquisition-related costs for the year ended June 30, 2021 were $ 5.9 million (year ended June 30, 2020 and 2019—$ 13.8 million and $ 5.6 million, respectively).

Other charges (recoveries)

For the year ended June 30, 2020 , "Other charges" includes $ 0.7 million relating to the accelerated amortization associated with the abandonment of ROU assets and $ 4.3 million relating to other miscellaneous charges.

For the year ended June 30, 2019 , "Other charges" include (i) $ 1.1 million relating to one-time system implementation costs and (ii) $ 1.4 million relating to other miscellaneous charges.

For the year ended June 30, 2021, "Other charges" includes $ 1.2 million relating to other miscellaneous charges.

For the year ended June 30, 2020, "Other charges" includes $ 0.7 million relating to accelerated amortization associated with the abandonment of ROU assets and $ 4.3 million relating to other miscellaneous charges.

For the year ended June 30, 2019, "Other charges" includes (i) $ 1.2 million relating to one-time system implementation costs and (ii) $ 1.4 million relating to other miscellaneous charges.

These charges were partially offset by a recovery of $ 1.5 million relating to certain pre-acquisition sales and use tax liabilities becoming statute barred.

For the year ended June 30, 2018 , "Other charges" primarily include (i) $ 6.4 million relating to the setup of a broad ERP system and other system implementation costs and (ii) $ 4.9 million relating to miscellaneous other charges.

These charges were partially offset by (i) $ 2.3 million relating to certain pre-acquisition sales and use tax liabilities that were recovered outside of the acquisition's one year measurement period and (ii) $ 2.2 million relating to certain-pre acquisition sales and use tax liabilities becoming statute barred.

NOTE 19— ACQUISITIONS

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Acquisition of XMedius

On March 9, 2020 , we acquired all of the equity interest in XMedius for $ 73.3 million in an all cash transaction.

XMedius is a provider of secure information exchange and unified communication solutions.

On March 9, 2020, we acquired all of the equity interest in XMedius, a provider of secure information exchange and unified communication solutions, for $ 73.5 million, of which $ 0.7 million is currently unpaid in accordance with the terms of the purchase agreement.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

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The results of operations of this acquisition have been consolidated with those of OpenText beginning March 9, 2020.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of March 9, 2020 , are set forth below:

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of March 9, 2020, are set forth below:

Current assets $ 8,479

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Total identifiable net assets 24,722

Goodwill 48,823

Net assets acquired $ 73,545

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The gross amount receivable was $ 6.6 million, of which $ 0.3 million is expected to be uncollectible.

Acquisition-related costs for XMedius included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2020 were $ 0.8 million .

The finalization of the above purchase price allocation is pending the finalization of the valuation of fair value for the assets acquired and liabilities assumed, including intangible assets and taxation-related balances as well as for potential unrecorded liabilities.

We expect to finalize this determination on or before our quarter ending March 31, 2021 .

Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2020 .

Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations.

The finalization of the above purchase price allocation during the year ended June 30, 2021 did not result in any significant changes to the preliminary amounts previously disclosed.

Acquisition of Carbonite

On December 24, 2019 , we acquired all of the equity interest in Carbonite, a leading provider of cloud-based subscription backup, disaster recovery and endpoint security to small and medium-sized businesses (SMB), consumers, and a wide variety of partners.

On December 24, 2019, we acquired all of the equity interest in Carbonite, a leading provider of cloud-based subscription backup, disaster recovery and endpoint security to SMB, consumers, and a wide variety of partners.

Total consideration for Carbonite was $ 1.4 billion paid in cash (inclusive of cash acquired).

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The results of operations of Carbonite have been consolidated with those of OpenText beginning December 24, 2019.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of December 24, 2019 , are set forth below:

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of December 24, 2019, are set forth below:

Current assets (inclusive of cash acquired of $ 62.9 million)

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Total identifiable net assets 518,454

Goodwill 851,970

Net assets acquired $ 1,370,424

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The gross amount receivable was $ 47.1 million of which $ 1.4 million of this receivable was expected to be uncollectible.

Acquisition-related costs for Carbonite included in "Special charges (recoveries)" in the Consolidated Financial Statements for the year ended June 30, 2020 were $ 9.2 million .

We expect to finalize this determination on or before our quarter ending December 31, 2020 .

The amount of Carbonite's revenues and net loss included in our Consolidated Statements of Income since the date of acquisition for the year ended June 30, 2020 is set forth below:

* Net loss for the year ended includes one-time fees of $ 16.6 million on account of special charges and $ 99.0 million of amortization charges relating to intangible assets, all net of tax.

The unaudited pro forma revenues and net income of the combined entity for the year ended June 30, 2020 and 2019 , respectively, had the acquisition been consummated on July 1, 2018, are set forth below:

Year Ended June 30,

Supplemental Unaudited Pro Forma Information (1)

Total Revenues

Net Income (2) (3)

(1) Carbonite acquired Webroot Inc.

in March 2019.

The supplemental pro forma revenues and net income shown above do not include the results of operations of Webroot Inc.

for periods prior to the Webroot acquisition date.

(2) Included in pro forma net income for the year ended June 30, 2019 are $ 127 million of one-time expenses incurred by Carbonite on account of the acquisition and the related tax effect of $ 33 million .

These one-time expenses included i) $ 74 million related to the accelerated vesting of historical Carbonite equity awards, ii) $ 29 million of one time fees, primarily related to transaction costs triggered by the closing of the acquisition, iii) $ 21 million related to the extinguishment of certain of Carbonite's historical debt and interest rate swaps and iv) $ 3 million in employee severance costs.

(3) Included in pro forma net income for the year ended June 30, 2020 and 2019 are estimated amortization charges relating to the allocated value of intangible assets.

The unaudited pro forma financial information in the table above is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented or the results that may be realized in the future.

The finalization of the purchase price allocation completed during the year ended June 30, 2021 did not result in any significant changes to the preliminary amounts previously disclosed.

Acquisition of Dynamic Solutions Group Inc.

(The Fax Guys)

On December 2, 2019 , we acquired certain assets and assumed certain liabilities of The Fax Guys, for $ 5.1 million , of which $ 1.0 million is currently held back and unpaid in accordance with the terms of the purchase agreement.

On December 2, 2019, we acquired certain assets and assumed certain liabilities of The Fax Guys, for $ 5.1 million.

During the year ended June 30, 2021, we paid consideration of $ 1.0 million which was previously accrued.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

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The results of operations of The Fax Guys have been consolidated with those of OpenText beginning December 2, 2019.

Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2020 .

Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations.

Fiscal 2019 Acquisitions

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Total identifiable net assets 39,827

Goodwill 31,607

Net assets acquired $ 71,434

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Total identifiable net assets 146,209

Goodwill 164,434

Net assets acquired $ 310,643

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The finalization of the purchase price allocation during the year ended June 30, 2020 did not result in any significant changes to the preliminary amounts previously disclosed.

Fiscal 2018 Acquisitions

Acquisition of Hightail, Inc.

On February 14, 2018, we acquired all of the equity interest in Hightail, a leading cloud service provider for file sharing and creative collaboration, for $ 20.5 million in an all cash transaction.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

We believe this acquisition complements and extends our Information Management portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning February 14, 2018.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of February 14, 2018, are set forth below:

Current assets

Non-current tangible assets

Intangible customer assets

Intangible technology assets

Liabilities assumed

Total identifiable net assets

Net assets acquired

The goodwill of $ 7.3 million is primarily attributable to the synergies expected to arise after the acquisition.

No portion of this goodwill is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 5.2 million , which represents our estimate of the fair value of the contractual obligations assumed.

In arriving at this fair value, we reduced the acquired company’s original carrying value by $ 2.0 million .

The fair value of current assets acquired includes accounts receivable with a fair value of $ 0.7 million .

The gross amount receivable was $ 0.8 million of which $ 0.1 million of this receivable was expected to be uncollectible.

The finalization of the purchase price allocation was completed during Fiscal 2019 and did not result in any significant changes to the preliminary amounts previously disclosed.

Acquisition of Guidance Software, Inc.

On September 14, 2017, we acquired all of the equity interest in Guidance, a leading provider of forensic security solutions, for $ 240.5 million .

In accordance with Topic 805, this acquisition was accounted for as a business combination.

We believe this acquisition complements and extends our Information Management portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning September 14, 2017.

The following tables summarize the consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date:

Cash consideration*

Guidance shares already owned by OpenText through open market purchases (at fair value)

Purchase consideration

* Inclusive of $ 2.3 million previously accrued, but since paid as of September 30, 2018.

See "Appraisal Proceedings" below for more information.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of September 14, 2017, are set forth below:

Current assets (inclusive of cash acquired of $5.7 million)

Non-current tangible assets

Intangible customer assets

Intangible technology assets

Liabilities assumed

Total identifiable net assets

Net assets acquired

The goodwill of $ 129.8 million is primarily attributable to the synergies expected to arise after the acquisition.

Of this goodwill, $ 1.9 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 26.6 million , which represents our estimate of the fair value of the contractual obligations assumed.

In arriving at this fair value, we reduced the acquired company’s original carrying value by $ 7.6 million .

The fair value of current assets acquired includes accounts receivable with a fair value of $ 10.3 million .

The gross amount receivable was $ 11.8 million of which $ 1.5 million of this receivable was expected to be uncollectible.

An amount of $ 0.8 million , representing the mark to market gain on the shares we held in Guidance prior to the acquisition, was recorded to "Other income (expense), net " in our Consolidated Statements of Income for the year ended June 30, 2018.

Refer to note 23 - "Other Income (Expense), Net" for additional details.

The finalization of the purchase price allocation was completed during Fiscal 2019 and did not result in any significant changes to the preliminary amounts previously disclosed.

Appraisal Proceedings

Under Section 262 of the Delaware General Corporation Law, shareholders who did not tender their shares in connection with our tender offer were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares.

On August 31, 2017 we received notice from the record holder of approximately 1,519,569 shares or 5 % of the issued and outstanding Guidance shares as of the date of acquisition, demanding an appraisal of the fair value of Guidance shares as they believed the price we paid for Guidance shares was less than its fair value.

We accrued $ 10.8 million in connection with these claims, which is equivalent to paying $ 7.10 per Guidance share, the amount these Guidance shareholders otherwise would have received had they tendered their shares in our offer.

During the second quarter of Fiscal 2018, we paid $ 8.5 million to the trust account of dissenting shareholders’ attorney, leaving $ 2.3 million previously accrued.

During the three months ended September 30, 2018, these amounts were settled and released.

On August 27, 2018, the appraisal petition was dismissed with prejudice.

Acquisition of Covisint Corporation (Covisint)

On July 26, 2017, we acquired all of the equity interest in Covisint, a leading cloud platform for building Identity, Automotive, and Internet of Things applications, for $ 102.8 million in an all cash transaction.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

We believe this acquisition complements and extends our Information Management portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning July 26, 2017.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 26, 2017, are set forth below:

Current assets (inclusive of cash acquired of $31.5 million)

Non-current tangible assets

Intangible customer assets

Intangible technology assets

Liabilities assumed

Total identifiable net assets

Net assets acquired

The goodwill of $ 26.9 million is primarily attributable to the synergies expected to arise after the acquisition.

Of this goodwill, $ 26.8 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 12.2 million , which represents our estimate of the fair value of the contractual obligations assumed.

In arriving at this fair value, we reduced the acquired company’s original carrying value by $ 4.6 million .

The fair value of current assets acquired includes accounts receivable with a fair value of $ 7.8 million .

The gross amount receivable was $ 7.9 million of which $ 0.1 million of this receivable was expected to be uncollectible.

The finalization of the purchase price allocation was completed during Fiscal 2018 and did not result in any significant changes to the preliminary amounts previously disclosed.

NOTE 20— SEGMENT INFORMATION

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Year Ended June 30,

2021 2020 2019

Revenues (1) :

Canada $ 166,430 $ 149,457 $ 153,890

United States 1,870,620 1,719,877 1,490,863

United Kingdom 195,721 186,756 182,815

Germany 212,014 195,286 203,403

Rest of EMEA (2)

623,872 560,239 534,204

All other countries 317,458 298,121 303,580

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

The following table sets forth the distribution o

The following table sets forth the distribution of long-lived assets, representing property and equipment, ROU assets and intangible assets, by significant geographic area, as of the periods indicated below.

As of June 30, 2021 As of June 30, 2020

Long-lived assets:

Canada $ 530,830 $ 651,214

United States 868,376 1,150,638

United Kingdom 14,629 13,388

Germany 60,470 117,891

Rest of EMEA (1)

116,429 75,183

All other countries 64,653 56,674

Total $ 1,655,387 $ 2,064,988

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

NOTE 21— ACCUMULATED OTHER COMPREHENSIVE INCOME

Foreign Currency Translation Adjustments Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Income

Balance as of June 30, 2018 $ 44,634 $ ( 969 ) $ ( 10,020 ) $ 33,645

Other comprehensive income (loss) before reclassifications, net of tax ( 3,882 ) 16 ( 7,421 ) ( 11,287 )

Amounts reclassified into net income, net of tax — 1,494 272 1,766

Total other comprehensive income (loss) net, for the period ( 3,882 ) 1,510 ( 7,149 ) ( 9,521 )

Balance as of June 30, 2019 40,752 541 ( 17,169 ) 24,124

Other comprehensive income (loss) before reclassifications, net of tax ( 7,784 ) ( 1,662 ) 1,245 ( 8,201 )

Amounts reclassified into net income, net of tax — 985 917 1,902

Total other comprehensive income (loss) net, for the period ( 7,784 ) ( 677 ) 2,162 ( 6,299 )

Balance as of June 30, 2020 32,968 ( 136 ) ( 15,007 ) 17,825

Other comprehensive income (loss) before reclassifications, net of tax 42,440 4,246 3,987 50,673

Amounts reclassified into net income, net of tax — ( 3,280 ) 1,020 ( 2,260 )

Total other comprehensive income (loss) net, for the period 42,440 966 5,007 48,413

Balance as of June 30, 2021 $ 75,408 $ 830 $ ( 10,000 ) $ 66,238

NOTE 22— SUPPLEMENTAL CASH FLOW DISCLOSURES

Year Ended June 30,

2021 2020 2019

Cash paid during the period for interest $ 147,996 $ 146,698 $ 138,631

Cash received during the period for interest $ 3,856 $ 11,768 $ 8,014

Cash paid during the period for income taxes (1)

$ 400,137 $ 94,733 $ 80,583

(1) Included for the year ended June 30, 2021 is cash paid of $ 299.6 million relating to the IRS Settlement.

Please see note 15 "Income Taxes" for additional details.

NOTE 23— OTHER INCOME (EXPENSE), NET

Year Ended June 30,

2021 2020 2019

Foreign exchange gains (losses) $ ( 1,273 ) $ ( 4,184 ) $ ( 4,330 )

OpenText share in net income of equity investees (1)

62,897 8,700 13,668

Loss on debt extinguishment (2)

— ( 17,854 ) —

Other miscellaneous income (expense) ( 190 ) 1,392 818

Total other income (expense), net $ 61,434 $ ( 11,946 ) $ 10,156

(1) OpenText’s share in net income of equity investees relates to our share of net income, which approximates fair value, based on 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 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 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 remaining $ 11.2 million related to the early termination call premium.

NOTE 24— EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income, attributable to OpenText, by the weighted average number of Common Shares outstanding during the period.

Diluted earnings per share are computed by dividing net income, attributable to OpenText, by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method.

Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.

Year Ended June 30,

2021 2020 2019

Basic earnings per share

Net income attributable to OpenText $ 310,672 $ 234,225 $ 285,501

Basic earnings per share attributable to OpenText $ 1.14 $ 0.86 $ 1.06

Diluted earnings per share

Net income attributable to OpenText $ 310,672 $ 234,225 $ 285,501

Diluted earnings per share attributable to OpenText $ 1.14 $ 0.86 $ 1.06

Weighted-average number of shares outstanding (in '000's)

Basic 272,533 270,847 268,784

Effect of dilutive securities 946 970 1,124

Diluted 273,479 271,817 269,908

Excluded as anti-dilutive (1)

4,147 3,001 2,759

(1) Represents options to purchase Common Shares excluded from the calculation of diluted earnings per share because the exercise price of the stock options was greater than or equal to the average price of the Common Shares during the period.

NOTE 25— RELATED PARTY TRANSACTIONS

Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee.

The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction.

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.

During the year ended June 30, 2021, Mr.

Stephen Sadler, a member of the Board of Directors, earned $ 37 thousand ( year ended June 30, 2020 and 2019 — $ 0.7 million and $ 0.6 million, respectively) in consulting fees from OpenText for assistance with acquisition-related business activities.

Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

NOTE 26— SUBSEQUENT EVENT

Cash Dividends

As part of our quarterly, non-cumulative cash dividend program, we declared, on August 4, 2021, a dividend of $ 0.2209 per Common Share.

The record date for this dividend is September 3, 2021 and the payment date is September 24, 2021.

Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OPEN TEXT CORPORATION

August 5, 2021

Vice Chair, Chief Executive Officer and Chief Technology Officer

(Principal Executive Officer)

/s/ MADHU RANGANATHAN

Madhu Ranganathan

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ HOWARD ROSEN

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Signature Title Date

BARRENECHEA Vice Chair, Chief Executive Officer and Chief Technology Officer

(Principal Executive Officer) August 5, 2021

THOMAS JENKINS Chairman of the Board August 5, 2021

Thomas Jenkins

/S/ RANDY FOWLIE Director August 5, 2021

/S/ DAVID FRASER Director August 5, 2021

HAMILTON Director August 5, 2021

/S/ ROBERT HAU Director August 5, 2021

POWELL Director August 5, 2021

/S/ STEPHEN J.

SADLER Director August 5, 2021

/S/ HARMIT SINGH Director August 5, 2021

/S/ MICHAEL SLAUNWHITE Director August 5, 2021

Michael Slaunwhite

/S/ KATHARINE B.

STEVENSON Director August 5, 2021

/S/ DEBORAH WEINSTEIN Director August 5, 2021

Deborah Weinstein

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 9A. Controls and Procedures