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Item 5. Market for Registrant’s Common Equity

2022-08-05 compared with 2021-08-05 · 31 added, 45 removed, 145 unchanged (34% of the section changed)

13 unchanged sentences

Share Repurchase Plan / Normal Course Issuer Bid

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

The price that we will pay for Common Shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Repurchase Plan will be effected in accordance with Rule 10b-18 under the Exchange Act.

Purchases made under the Repurchase Plan will be subject to a limit of 13,618,774 shares (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020).

All Common Shares purchased by us pursuant to the Repurchase Plan will be cancelled.

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

On November 5, 2020, the Board authorized a share repurchase plan, pursuant to which we were authorized to purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2020, up to an aggregate of $350 million of our Common Shares on the NASDAQ Global Select Market, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the “Fiscal 2021 Repurchase Plan”).

The price that we will pay for Common Shares in open market transactions was the market price at the time of purchase or such other price as was permitted by applicable law or stock exchange rules.

The Fiscal 2021 Repurchase Plan was effected in accordance with Rule 10b-18 under the Exchange Act.

Purchases made under the Fiscal 2021 Repurchase Plan were subject to a limit of 13,618,774 shares (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020).

All Common Shares purchased by us pursuant to the Fiscal 2021 Repurchase Plan were cancelled.

On November 4, 2021, the Board authorized a share repurchase plan, pursuant to which we may purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2021, up to an aggregate of $350 million of our Common Shares on the NASDAQ Global Select Market, the TSX (as part of a NCIB as defined below) and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the “Fiscal 2022 Repurchase Plan”).

The price that we have paid and will pay for Common Shares in open market transactions has been and will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Fiscal 2022 Repurchase Plan has been and will be effected in accordance with Rule 10b-18 under the Exchange Act.

Purchases made under the Fiscal 2022 Repurchase Plan are subject to a limit of 13,638,008 shares (representing 5% of the Company’s issued and outstanding Common Shares as of October 31, 2021).

All Common Shares purchased by us pursuant to the Repurchase Plan have been and will be cancelled.

During the year ended June 30, 2022, we repurchased and cancelled 3,809,559 Common Shares for $177.0 million under the Fiscal 2021 Repurchase Plan and Fiscal 2022 Repurchase Plan.

Normal Course Issuer Bid

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

The TSX approved the Company’s notice of intention to commence the NCIB pursuant to which the Company may purchase Common Shares over the TSX for the period commencing November 12, 2020 until November 11, 2021 in accordance with the TSX's normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 13,618,774 (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020), and the maximum number of Common Shares that may be purchased on a single day is 143,424 Common Shares, which is 25% of 573,699 (the average daily trading volume for the Common Shares on the TSX for the six months ended October 31, 2020), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

The Company established its Normal Course Issuer Bid (the Fiscal 2021 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the Fiscal 2021 Repurchase Plan.

The TSX approved the Company's notice of intention to commence the Fiscal 2021 NCIB pursuant to which the Company was authorized to purchase Common Shares over the TSX for the period commencing November 12, 2020 until November 11, 2021 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period was 13,618,774 (representing 5% of the Company’s issued and outstanding Common Shares as of November 4, 2020), and the maximum number of Common Shares that may be purchased on a single day was 143,424 Common Shares, which was 25% of 573,699 (the average daily trading volume for the Common Shares on the TSX for the six months ended October 31, 2020), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

The Company renewed its Normal Course Issuer Bid (the Fiscal 2022 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the Fiscal 2022 Repurchase Plan.

The TSX approved the Company's notice of intention to commence the Fiscal 2022 NCIB pursuant to which the Company may purchase Common Shares over the TSX for the period commencing November 12, 2021 until November 11, 2022 in accordance with the TSX's normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 13,638,008 (representing 5% of the Company’s issued and outstanding Common Shares as of October 31, 2021), and the maximum number of Common Shares that may be purchased on a single day is 112,590 Common Shares, which is 25% of 450,361 (the average daily trading volume for the Common Shares on the TSX for the six months ended October 31, 2021), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

Stock Purchases

During the three months ended June 30, 2021, we made the following repurchases under the Repurchase Plan.

During the three months ended June 30, 2022, we made the following repurchases under the Fiscal 2022 Repurchase Plan.

Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

60 unchanged sentences

S corporations;

The discussion is based upon the provisions of the Code, the Treasury regulations promulgated thereunder, the Convention Between the United States and Canada with Respect to Taxes on Income and Capital, together with related Protocols and Competent Authority Agreements (the Convention), the administrative practices published by the IRS and U.S.

Internal Revenue Service (IRS) and U.S.

judicial decisions, all of which are subject to change.

21 unchanged sentences

Treasury Regulations, a U.S.

holder may be able to claim a foreign tax credit in respect of the amount of Canadian income tax withheld from dividends paid to such U.S.

holder may be able to claim a foreign tax credit in respect of the amount of Canadian income tax withheld at the appropriate rate from dividends paid to such U.S.

These limitations and conditions include new requirements recently adopted by the IRS that the Canadian tax would need to satisfy in order to be eligible to be a creditable tax for a U.S.

In the case of a U.S.

Holder that is eligible for, and properly elects, the benefits of the Treaty, the Canadian tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax.

In the case of all other U.S.

holders, the application of these requirements to the Canadian tax on dividends is uncertain and we have not determined whether these requirements have been met.

If the Canadian dividend tax is not a creditable tax for a U.S.

holder or the U.S.

holder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S.

Holder may be able to deduct the Canadian tax in computing its taxable income for U.S.

federal income tax purposes.

Alternatively, the U.S.

42 unchanged sentences

holder to a refund, provided that certain required information is timely furnished to the IRS.

Selected Financial Data

The following table summarizes our selected consolidated financial data for the periods indicated.

The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K.

The selected consolidated statement of income and balance sheet data for each of the five fiscal years indicated below has been derived from our audited Consolidated Financial Statements.

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

The results of these companies and all of our other acquired companies have been included herein and have contributed to the growth in our revenues, net income and net income per share and such acquisitions affect period-to-period comparability.

Fiscal Year Ended June 30,

2021 2020 2019 2018 2017

(In thousands, except per share data)

Statement of Income Data:

$ 3,386,115 $ 3,109,736 $ 2,868,755 $ 2,815,241 $ 2,291,057

Net income, attributable to OpenText (1)(2)

$ 310,672 $ 234,225 $ 285,501 $ 242,224 $ 1,025,659

Net income per share, basic, attributable to OpenText (1)

$ 1.14 $ 0.86 $ 1.06 $ 0.91 $ 4.04

Net income per share, diluted, attributable to OpenText (1)

$ 1.14 $ 0.86 $ 1.06 $ 0.91 $ 4.01

Weighted average number of Common Shares outstanding, basic 272,533 270,847 268,784 266,085 253,879

Weighted average number of Common Shares outstanding, diluted 273,479 271,817 269,908 267,492 255,805

(1) Effective July 1, 2018, we adopted Accounting Standards Codification (ASC) Topic 606 "Revenue from Contracts with Customers" (Topic 606) using the cumulative effect approach.

We applied the standard to contracts that were not completed as of the date of the initial adoption.

Results for reporting periods commencing on July 1, 2018 are presented under the new revenue standard, while prior period results continue to be reported under the previous standard.

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

As of June 30,

2021 2020 2019 2018 2017

Balance Sheet Data:

Total Assets (1)

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

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

Cash dividends per Common Share $ 0.7770 $ 0.6984 $ 0.6300 $ 0.5478 $ 0.4770

(1) Effective July 1, 2019, we adopted Accounting Standards Update (ASU) No.

2016-02 “Leases (Topic 842)” (Topic 842) using the modified retrospective transition approach.

In accordance with this adoption method, results for reporting periods as of July 1, 2019 are presented under the new standard, while prior period results continue to be reported under the previous standard.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity