What changed in this filing

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Item 9A. Controls and Procedures

2022-08-05 compared with 2021-08-05 · 979 added, 793 removed, 2723 unchanged (39% of the section changed)

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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 Zix, which we acquired on December 23, 2021 as discussed in Note 19 “Acquisitions” to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Total revenues subject to Zix’s ICFR represented 2.5% of our consolidated total revenues for the fiscal year ended June 30, 2022.

Total assets subject to Zix’s ICFR represented 9.6% of our consolidated total assets as of June 30, 2022 (of which $868 million, or 8.5% of our consolidated total assets, represents goodwill and net intangible assets subject to our internal control over financial reporting as of June 30, 2022).

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.

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, 2022.

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

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

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.

Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Zix, 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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

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Madhu Ranganathan 58 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

Michael Acedo 41 Senior Vice President, Chief Legal Officer & Corporate Secretary

Davies 60 Executive Vice President, Special Advisor to the Chief Executive Officer

Prentiss Donohue 52 Executive Vice President, SMB/C Sales

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Renee McKenzie 47 Senior Vice President, Chief Information Officer

Parker 50 Senior Vice President, Corporate Development

Sandy Ono 40 Executive Vice President, Chief Marketing Officer

Parker 51 Executive Vice President, Corporate Development

Howard Rosen 58 Senior Vice President, Chief Accounting Officer

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Robert Hau (2)

Powell 55 Director

Sadler 71 Director

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Deborah Weinstein (1)(3)

_______________________________

(1) Member of the Compensation Committee.

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Barrenechea was the Vice President of Development at Tesseract, where he was responsible for reshaping the company's line of CRM and human capital management software.

Barrenechea serves as a member of the Board and Audit Committee of Dick's Sporting Goods and also serves as a board member of Avery Dennison Corporation.

In the past five years, Mr.

Barrenechea also served as a director of Hamilton Insurance Group.

Barrenechea serves as a member of the Board and Audit Committee Chair of Dick's Sporting Goods.

five years, Mr.

Barrenechea also served as a director of Hamilton Insurance Group and as a board member of Avery Dennison Corporation.

Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael's College.

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.

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.

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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COVID-19 and New Ways to Work, The Cloud:

Destination for Innovation and Security:

Creating Trust in a Zero Trust World .

Destination for Innovation, Security:

Creating Trust in a Zero Trust World and The Information Advantage .

Madhu Ranganathan

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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.

Michael Acedo

Acedo has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since January 2022.

Since joining OpenText in 2014, Mr.

Acedo has held various increasingly senior legal roles, primarily supporting corporate governance, external reporting, investor relations, Corporate Citizenship, capital markets, corporate communications, government relations, and merger and acquisitions matters and, most recently, as the Vice President, General Counsel–Corporate & Corporate Secretary.

Acedo is responsible for leading the global legal organization, including the Office of the Chief Compliance Officer and the Corporate Secretarial department.

Prior to joining OpenText, Mr.

Blatt served as the Senior Vice President, Strategy and Operations at Genesys from June 2015 to July 2019.

While at Genesys, Mr.

Blatt led strategic efforts, including the company’s transition to the cloud.

From April 2011 to June 2015 Mr.

Blatt served as Senior Vice President at Pega (PEGA) leading its transformation from a business process management company to a customer relationship management company.

Blatt was also the Chief Product Officer at ACI Worldwide (ACIW) from March 2008 to March 2011 where he was responsible for defining and communicating the company’s product vision, strategy and the development life cycle.

Blatt holds a Ph.D.

and MA from Boston University and graduated from the Advanced Management Program at Harvard Business School.

Blatt currently serves as Advisory Board Member for Earth PBC, a software company focused on sustainability and fair labor practices in some of the most remote parts of the world.

Davies joined OpenText as Chief Legal Officer in September 2009.

Davies also has responsibility for Corporate Development, the Office of the Chief Compliance Officer and the Corporate Secretary Group.

Acedo practiced corporate and securities law, with a concentration on international capital markets and merger and acquisitions transactions, at the global law firm, Skadden, Arps, Slate, Meagher & Flom LLP.

Acedo holds a Law Degree from The University of Western Ontario, Canada (including Law exchange at Hong Kong University) and a B.A.

(Honours) from The University of Toronto, and is a member of the New York State Bar Association and a Foreign Legal Consultant with the Law Society of Ontario.

Davies joined OpenText as the Chief Legal Officer and Corporate Secretary in September 2009.

In March 2016, Mr.

Davies was appointed as Executive Vice President, Chief Legal Officer and Corporate Development, and remained the Corporate Secretary until September 2018.

In January 2022, Mr.

Davies was appointed to serve as Special Advisor to the Chief Executive Officer.

After thirteen years, Mr.

Davies will retire from OpenText in September 2022.

Prior to joining OpenText, Mr.

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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 currently serves on the board of Local Measure.

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.

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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.

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

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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.

Ono joined OpenText as Executive Vice President and Chief Marketing Officer in January 2022.

Ono is responsible for driving marketing and communications worldwide, from brand to demand, to deliver growth for the Company.

Prior to joining OpenText, Ms.

Ono was Vice President, Growth Marketing at Hewlett Packard Enterprise from 2015 to 2022 and in the Strategy & Operations practice at Deloitte Consulting from 2003 to 2015.

Ono has a bachelor’s degree in business administration and rhetoric from UC Berkeley, and her MBA from the Wharton School of Business.

Parker has served as the Company’s Executive Vice President, Corporate Development since January 2022.

Prior to this, Mr.

Parker was the Company’s Senior Vice President, Corporate Development from October 2019 to January 2022.

From January 2018 to October 2019, Mr.

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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Jenkins was President, then Chief Executive Officer and then from 2005 to 2013, Chief Strategy Officer of OpenText.

Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998.

Jenkins has served as a Director of OpenText

since 1994 and as its Chairman since 1998.

In addition to his OpenText responsibilities, Mr.

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He is a Fellow of the Canadian Academy of Engineering (FCAE).

Jenkins was awarded the Canadian Forces Decoration (CD) and the Queen's Diamond Jubilee Medal (QJDM).

Jenkins was awarded the Canadian Forces Decoration (CD), the Queen's Diamond Jubilee Medal (QJDM) and the Cross of the Order of Merit of the Federal Republic of Germany.

Jenkins is an Officer of the Order of Canada (OC).

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From February 1998 to June 1999, Mr.

Fowlie was the Chief Financial

Officer of Inscriber.

Fowlie was the Chief Financial Officer of Inscriber.

Inscriber was acquired by Leitch in January 2005.

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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.

Fowlie is also a director of InvestorCom Inc.

and Sapphire Digital Health Solutions Inc., both privately held companies.

In the last five years, Mr.

Fowlie also served as a director of RDM Corporation.

Fowlie also served as a director of Dye & Durham Limited (TSX:

DND) a leading provider of cloud-based software and technology solutions for legal and business professionals.

Major General David Fraser

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Hamilton has served as a director of OpenText since December 2006.

For the five years prior thereto, Ms.

Hamilton led a team of over 2,000 employees worldwide as Executive Vice President at Symantec Corp (Symantec), an infrastructure software company, and most recently had “P&L” responsibility for their global services and support business.

While leading Symantec's $2B enterprise and consumer business, Ms.

Hamilton previously led a team of over 2,000 employees worldwide as Executive Vice President at Symantec Corp (Symantec), an infrastructure software company, and had “P&L” responsibility for their global services and support business.

While leading Symantec's $2 billion enterprise and consumer business, Ms.

Hamilton helped steer the company through an aggressive acquisition strategy.

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Hamilton also served as a director of Ixia and Westmoreland Coal Company.

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

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

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

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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 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.

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, labour relations, mergers and acquisitions, divestitures and green field start-ups.

With a career spanning both international and domestic assignments, Ms.

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He is the Executive Vice President and Chief Financial Officer of Levi Strauss & Co., where he is responsible for managing the company’s finance, information technology, strategic sourcing and global business services functions globally.

This includes:

financial planning and analysis;

This includes financial planning and analysis;

strategic planning and corporate development;

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and investor relations.

Singh is a seasoned financial executive with almost 30 years of experience in driving growth for global consumer brands.

Singh is a seasoned financial executive with almost 30 years of experience in driving growth for global

consumer brands.

Prior to joining Levi Strauss & Co.

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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).

In the last five years, Ms.

Stevenson also serves on the board of Capital Power Corporation and the board of Unity Health Toronto.

Stevenson also served as a director of CAE Inc.

She also serves on the St.

Michael's Hospital Foundation Board and its Executive Committee.

She was previously a

financial executive in the telecommunications and banking sectors.

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.

Stevenson has been named one of the Top 100 Most Powerful Women in Canada.

Deborah Weinstein

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The Company has established a Board Diversity Policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important.

In reference to the new disclosure requirements under the CBCA, the Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (the “Designated Groups”) for election as directors.

In reference to the disclosure requirements under the CBCA, the Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (each, the “Designated Groups”) for election as directors.

As discussed above, the Board Diversity Policy of the Company includes consideration of broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company.

As of the date of this Annual Report on Form 10-K, for

each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of 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.

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 40% of the current independent Board members.

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

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This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved.

The table below reports self-identified diversity statistics for the Board as required by NASDAQ Rule 5606.

Board Diversity Matrix (As of June 30, 2022)

Country of Principal Executive Offices:

Foreign Private Issuer Yes

Disclosure Prohibited Under Home Country Law No

Total Number of Directors

Female Male Non-Binary Did Not Disclose Gender

Gender Identity

Directors 4 6 0 2

Demographic Background

Underrepresented Individual in Home Country Jurisdiction 1

Did Not Disclose Demographic Background 3

Diversity in Executive Officer Positions

The Company is committed to a diverse and inclusive workplace, including advancing women to executive officer positions.

The Company has not adopted specific objectives or targets regarding Designated Groups at the executive officer level, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objectives and challenges at the time in determining the best appointment at such time;

however, the Company has adopted a formal written Global 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 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.

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.

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 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.

At the executive officer level, we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objectives and challenges at the time in determining the best appointment at such time.

To advance equity, diversity and inclusion, we have committed to have, by 2030, a majority of ethnically diverse staff, with a 50/50 gender representation in key roles and 40% women in leadership positions at all management levels.

The Company currently has one woman as a Named Executive Officer (20%) and four women as executive officers part of the executive leadership team (ELT) (30%), while approximately 21% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women.

17% of SLT members are based outside of North America.

In addition, three members of the ELT and SLT have self-identified to the Company as a visible minority.

Executive Compensation

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A).

Based on this review and discussion, our Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal 2021.

TALENT AND COMPENSATION COMMITTEE REPORT

Our Talent and Compensation Committee of Open Text’s board of directors (the Talent and Compensation Committee, the Compensation Committee or the Committee) has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A).

Based on this review and discussion, our Talent and Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal 2022.

This report is provided by the following independent directors, who comprise our Compensation Committee:

Michael Slaunwhite (Chair), Gail E.

Hamilton, Deborah Weinstein.

Hamilton, Ann M.

Powell, Deborah Weinstein.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), this “Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

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Overview of Compensation Program

Determining the compensation of our Named Executive Officers is the responsibility of the Compensation Committee of OpenText's board of directors (the Compensation Committee or the Committee), either alone or in certain circumstances, in consultation with the Board.

Determining the compensation of our Named Executive Officers is the responsibility of the Compensation Committee, either alone or in certain circumstances, in consultation with the Board.

The Compensation Committee ensures compensation decisions are in line with our goal to provide total compensation to our Named Executive Officers that (i) is fair, reasonable and consistent with our compensation philosophy to achieve our short-term and long-term business goals, and (ii) provides market competitive compensation.

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• Muhi Majzoub - Executive Vice President, Chief Product Officer

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

Davies - Executive Vice President, Special Advisor to the Chief Executive Officer

Compensation Oversight Process

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The Compensation Committee approves the compensation of our executive officers, with the exception of our CEO.

In making compensation decisions relating to, among other things, performance targets, base salary, bonuses, executive benefits, short-term incentives and long-term incentives, the Compensation Committee considers the input of the CEO.

In making compensation decisions for our executive officers relating to, among other things, performance targets, base salary, bonuses, executive benefits, short-term incentives and long-term incentives, the Compensation Committee considers the input of the CEO.

With respect to the compensation of our CEO, the Compensation Committee makes recommendations to the Board (excluding the CEO) for approval.

The Compensation Committee reviews and approves all equity awards related to executive compensation prior to final approval and granting by the Board.

The Compensation Committee reviews and recommends for approval all equity awards related to executive compensation prior to final approval and granting by the Board.

The Board, the Compensation Committee, and our management have instituted a set of detailed policies and procedures to evaluate the performance of each of our Named Executive Officers which help determine the amount of the short-term incentives and long-term incentives to award to each Named Executive Officer.

The Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax, accounting treatments and applicable regulatory requirements when approving compensation programs.

The performance of each of our Named Executive Officers, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other Named Executive Officers.

The performance of our CEO is assessed by the Board (excluding the CEO).

The Board conducts discussions and makes decisions with respect to the performance of our CEO in special sessions from which management is absent.

The Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax, accounting treatments, applicable regulatory requirements and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

See “Shareholder Engagement and Say-on-Pay.”

During Fiscal 2022, the Committee’s work included the following:

• Executive Compensation Review - The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context.

• Executive Compensation Review - The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized software and technology companies with a global presence, in order to allow us to place our compensation practices for these positions in a market context.

This benchmarking may include a review of base salary, short-term incentives and long-term incentives.

• Long-Term Incentive Plan - The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled “Long Term Incentives”).

• 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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The compensation consultant may provide the Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Compensation Committee with respect to determining the appropriate benchmarks for each Named Executive Officer's compensation.

In Fiscal 2021, the Compensation Committee retained Hugessen Consulting Inc.

(Hugessen), an independent consulting firm specializing in executive compensation consulting.

During Fiscal 2021 representatives of Hugessen were consulted from time to time by members of the Compensation Committee.

Hugessen reviewed relevant information and industry benchmarks and independently advised members of the Compensation Committee on matters relating to CEO and executive officer compensation.

Hugessen did not provide any other services to the Company during Fiscal 2021, outside of its capacity as compensation consultants.

In Fiscal 2021, Compensation Committee also had various discussions with Frederic W.

In Fiscal 2022, the Compensation Committee retained Frederic W.

Cook & Co., Inc.

(FW Cook), an independent consulting firm specializing in executive compensation consulting.

During Fiscal 2021, the Chairman and members of the Compensation Committee held discussions from time to time with representatives of FW Cook in connection with compensation market practices in light of COVID-19, and potential impacts on Company's financial performance.

FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation, including compensation market practices adopted in light of COVID-19.

The Compensation Committee met four times during Fiscal 2021.

During Fiscal 2022, the Chairman and members of the Compensation Committee held discussions from time to time with representatives of FW Cook in connection with compensation market practices, and potential impacts on Company's financial performance.

FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation.

In addition, in Fiscal 2022, management engaged AON Consulting, Inc.

(AON), an independent consulting firm, to review our peer group and supply market data to assist in the evaluation of our approach to executive and director compensation.

For further information, see “Compensation Philosophy and Objectives” below.

The Compensation Committee met six times during Fiscal 2022.

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

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The meeting materials are generally posted and made available to the other Committee members and invitees, if any, for review approximately one week in advance of each meeting.

Shareholder Engagement and Say-on-Pay

We have a longstanding practice of proactive shareholder engagement every quarter, during both the proxy season and non-quiet periods, to address investor questions and concerns and encourage their feedback on a variety of topics such as company performance, executive compensation, and environmental, governance and social issues.

These meetings are primarily attended by members of management, including some led by our CEO, Chief Financial Officer and Investor Relations team, as well as where appropriate, members of our Board from time to time.

Throughout Fiscal 2022, we met or initiated contact with shareholders representing:

At our last annual meeting of shareholders held on September 15, 2021, we received 77.94% in favour of our approach to executive compensation.

While we received a substantial majority of support, this result is not aligned with our historical support of over 90% approval.

Prior to and following last year’s annual meeting of shareholders, in full collaboration with our Board, we and, in certain instances, our Compensation Committee Chair, directly engaged with our U.S., Canadian and global shareholders to discuss, among other things, their feedback regarding our approach to executive compensation.

While our shareholders were generally supportive of the design of our executive compensation program, including that we continue to increase the proportion of our executive officers’ compensation being “at risk” in line with our peers, we received questions from a limited number of our institutional shareholders regarding the one-time special awards granted to our CEO and the amount of CEO total compensation.

The CEO’s compensation plan is structured to align with long-term shareholder return and to reward outstanding performance, provide incentives for continued long-term sustainable growth, accomplish the Board’s retention objectives and reflect the dual responsibilities of our CEO who serves as both our CEO and Chief Technology Officer.

In reviewing executive compensation, the Compensation Committee benchmarks against U.S.

software and technology companies with a global presence, and not Canadian companies, for a variety of factors including that greater than 95% of our revenues are outside of Canada and most of the executive leadership team are based in the U.S.

Specifically, four of our five Named Executive Officers, including our CEO, and a majority of our executive leadership team are located in the highly competitive Silicon Valley - a key market for multi-national executive talent in the software and technology industry - which has higher pay levels than the limited market for software and technology executives in Canada.

Our executive compensation benchmarking, like that of our direct competitors, is focused on the compensation practices of U.S.-based peer companies, as we generally recruit from U.S.-based competitors for executive leadership talent.

Executive talent from Canada and from adjacent sectors such as telecommunications is not viewed as reflecting the same competition for company talent.

The Board believes that our CEO’s total compensation is reasonable relative to comparable U.S.

software and technology companies with a global presence.

See “Compensation Philosophy and Objectives” for our benchmarking practices.

Nonetheless, we considered and evaluated the feedback received from our shareholders.

For Fiscal 2022, the Company did not award any one-time special grants to the CEO or any other Named Executive Officer.

Further, the Compensation Committee decisions resulted in the CEO’s total compensation, as reported in the Summary Compensation Table, to be 24% lower in Fiscal 2022 than in Fiscal 2021.

See “Summary Compensation Table.” We value the input of our shareholders and will continue to engage with our shareholders to consider their views expressed through our annual Say-on-Pay voting process.

Compensation Philosophy and Objectives

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We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.

See “Aligning CEO Pay with Shareholders’ Interests.”

Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy by evaluating executive performance on the basis of key financial metrics which we believe closely correlate to long-term shareholder value.

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Market relevant - Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber.

We use market data of similarly-sized U.S.

software and technology companies with a global presence, rather than Canadian companies, for a variety of factors including that greater than 95% of our revenues are outside of Canada, most of the executive leadership team are based in the U.S., and we generally recruit from U.S.-based competitors for executive leadership talent.

We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.

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Although the Compensation Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily than another based on our Named Executive Officer's role within the Company, the focus remains on being competitive in the market with respect to total compensation.

The Compensation Committee periodically reviews data related to compensation levels and programs of a peer group of comparable organizations.

Our last peer group analysis was prepared for management by Radford, an AON Hewitt Company (Radford), in February 2019 using the criteria described in the table below, and was presented to and approved by the Compensation Committee at that time.

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

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

In particular, we are a global cloud software company with greater than 95% of our revenues outside of Canada, including 59% of our revenues in the U.S.

Four of our five Named Executive Officers, including our CEO, and a majority of our executive leadership team are located in the highly competitive Silicon Valley - a key market for multi-national executive talent in the software and technology industry.

Executive talent from Canada and adjacent sectors such as telecommunications is not viewed as reflecting the same competition for company talent.

The Compensation Committee recognizes that, while executive compensation levels in Silicon Valley are higher than the market for compensation in Canada, recruiting talent from this area is critical for our success.

Attracting and retaining talent with the highest level of industry expertise is the basis for the Company’s business and strategy, and therefore our compensation practices must align with market expectations where the industry skills reside.

Further, the Compensation Committee also acknowledges that paying U.S.

market compensation to U.S.

executives in U.S.

dollars may result in the appearance of higher relative compensation compared to other Canadian companies.

Converting amounts paid to U.S.-based

executives in U.S.

dollars to Canadian dollars further gives the appearance of high compensation in Canadian dollars if analyzed against other Canadian companies.

The Compensation Committee believes that this appearance of high compensation relative to Canadian companies mischaracterizes the Company’s pay practices and that paying according to each executive’s local market serves the long-term interests of our shareholders better than being unable to find appropriate leadership talent.

The Compensation Committee periodically reviews market data related to compensation levels and programs at comparable peer companies.

Our peer group consists of 17 companies in the software and technology industry, including 16 U.S.-based companies and one company based in Israel.

The peer group is reviewed annually.

In Fiscal 2022, no new companies were added or removed to our peer group.

Below is our peer group list for Fiscal 2022 and the criteria considered.

General Description Criteria Considered Peer Group List

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Teradata Corporation

Compensation Decisions for Fiscal 2022

Aligned with our competitive compensation philosophy, we continue to ensure market alignment of total compensation positioning for our Named Executive Officers.

In setting executive compensation levels for the fiscal year in the first quarter of Fiscal 2022, the Compensation Committee considered our relative performance against our peers, including our strong 3-year TSR performance (for the three years ended June 30, 2021, our annual compounded TSR was 15% versus our peer median of 10%), our revenue was above the peer median and our operating income approximated the 75 th percentile.

The Compensation Committee made certain decisions at the start of Fiscal 2022 that resulted in the CEO’s total compensation, as reported in the Summary Compensation Table, to be 24% lower in Fiscal 2022 than in Fiscal 2021 notwithstanding strong relative performance at the time the decisions were made.

In addition, our CEO was not provided any adjustment to base salary or short-term incentive target despite having had no increase in base salary or short-term incentive target for the past five fiscal years and despite market adjustments being made to the base salary and short-term incentive targets for our other Named Executive Officers in Fiscal 2022.

Further, our CEO gave up $1.25 million in cash compensation in Fiscal 2021 to mitigate the operational impacts of COVID-19, which was not repaid by the Company.

To ensure an appropriate portion of our Named Executive Officers pay is “at risk” in alignment with shareholders, and with the advice of our external compensation consultant, for Fiscal 2022 we increased the long-term incentive targets of our Named Executive Officers, a component of total compensation where we have historically lagged the market.

For our CEO, his long-term incentive target was increased to align with the market data of our peers.

The Compensation Committee considered this increase appropriate in light of the need to retain high-quality leadership to drive our growth strategy, our historical strong performance relative to our peers, and the positive future trajectory of the company.

Further, prior to setting executive compensation, the Compensation Committee considered internal pay equity and determined that, given the dual responsibilities of being both CEO and Chief Technology Officer, the CEO pay differential is appropriate to other Named Executive Officers.

Performance Graph

The following graph compares for each of the five fiscal years ended June 30, 2022, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the average cumulative total return of the NASDAQ Composite Index, the S&P/TSX Composite Index (the Indices) and our peer group listed above.

The graph illustrates the

cumulative return on a $100 investment in our Common Shares made on June 30, 2016, as compared with the cumulative return on a $100 investment in the respective Indices and the average cumulative return on a $100 investment in our peer group made on the same day.

The graph illustrates the cumulative return on a $100 investment in our Common Shares made on June 30, 2017, 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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The graph lines merely connect measurement dates and do not reflect fluctuations between those dates.

Please also see “Stock Performance Graph and Cumulative Total Return” included elsewhere in this Annual Report on Form 10-K for more details.

Taking into account the peer group analysis established in February 2019 as well as market benchmarking 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.

Harrison, Majzoub, Davies and Ms.

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

Effective May 15, 2020, as a result of the COVID-19 compensation adjustments discussed above, all of our Named Executive Officers', with the exception of Mr.

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

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

As illustrated in the graph below, due to significant market volatility in the software and technology sector as a result of rising interest rates and inflation, during calendar year 2022 the cumulative total shareholder return on our Common Shares has seen a significant reduction relative to the S&P/TSX Composite Index.

The information contained in the above graph shall not be deemed to be filed as part of this document, does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act or the Exchange Act, except to the extend we specifically incorporate the graph by reference.

Aligning CEO Pay with Shareholders’ Interests

We look at pay for performance from different perspectives to ensure there is strong alignment between what our executive officers earn and our total shareholder return (TSR).

A realized and realizable pay analysis shows the actual value of compensation awarded to our CEO in each of the last five fiscal years as of June 30, 2022 relative to the amount reported.

This analysis also compares the actual value to the CEO for each $100 of compensation awarded each fiscal year to the value earned by shareholders over the same period.

We have indexed these values at $100 to provide a meaningful comparison.

The graphic and table below illustrate that the actual value of CEO compensation is aligned with the experience of shareholders.

This analysis shows that the executive compensation program has performed as intended, reinforcing accountability as the actual value (realized and realizable) for each fiscal year fluctuates with our share performance.

Fiscal year Total direct

Actual value (realized

and realizable) at

June 30, 2022 (2)

Period Value of $100

Shareholders (4)

2018 $ 7,107,769 $ 7,083,960 July 1, 2017 to June 30, 2022 $ 99.67 $ 130.74

2019 $ 8,082,359 $ 9,490,814 July 1, 2018 to June 30, 2022 $ 117.43 $ 115.29

2020 $ 9,702,562 $ 7,688,300 July 1, 2019 to June 30, 2022 $ 79.24 $ 96.85

2021 $ 20,930,804 $ 9,168,585 July 1, 2020 to June 30, 2022 $ 43.80 $ 92.36

2022 $ 15,920,496 $ 9,255,014 July 1, 2021 to June 30, 2022 $ 58.13 $ 75.93

____________________

(1) Includes salary, short-term incentive, stock awards and option awards, as reported in the summary compensation table each year.

For Fiscal 2021, the value of performance stock options included in total direct compensation awarded assumes that the maximum performance level is achieved;

if such options are measured assuming performance target, the total direct compensation awarded in Fiscal 2021 is $17,113,304.

(2) Represents the actual value to the CEO of compensation awarded each year, realized between grant and June 30, 2022 or still realizable on June 30, 2022.

Realized value includes cash compensation paid for the fiscal year, including salary, short-term incentive (earned for the fiscal year but paid in the following fiscal year), payouts of RSUs and PSUs that have vested, and gains realized from stock options exercised.

Realizable value includes the value of RSUs and PSUs that have not vested, and outstanding stock options that were in-the-money.

(3) Represents the actual value (realized and realizable) to the CEO for each $100 of total direct compensation awarded for each fiscal year.

(4) Represents the cumulative value of a $100 investment in common shares made on the first trading day of the period, assuming dividends are reinvested.

Further, the value that our executives realize from our long-term incentive programs is a key driver of the pay for performance relationship.

The table below illustrates the difference in actual value (realized and realizable) and the grant date fair value of stock and option awards as reported in the summary compensation table each year.

The actual value (realized and realizable) received by our CEO has been 40% lower than the grant date fair value of stock and option awards reported in the summary compensation table over the last five fiscal years.

Further, all option awards granted during the last four fiscal years remain subject to share price performance in order to be realized or realizable for actual value.

Grant date Number of stock awards (1)

Number of option awards (1)

Exercise price of options Grant date fair value reported (2)

Actual value (realized and realizable) at June 30, 2022 (3)

August 7, 2017 — 189,180 $ 34.49 $ 1,407,556 $ 633,753

August 7, 2017 125,200 — $ — $ 3,538,963 $ 4,288,957

August 6, 2018 — 161,040 $ 39.27 $ 1,407,800 $ 0

August 6, 2018 111,960 — $ — $ 3,693,934 $ 6,510,189

August 5, 2019 — 273,010 $ 38.76 $ 1,751,342 $ 0

August 5, 2019 124,410 — $ — $ 4,970,594 $ 4,707,674

August 10, 2020 — 213,680 $ 45.81 $ 1,750,993 $ 0

August 10, 2020 — 750,000 (4) $ 45.81 $ 7,635,000 $ 0

August 10, 2020 174,810 — $ — $ 8,991,036 $ 6,614,810

August 9, 2021 — 256,410 $ 52.62 $ 2,499,173 $ 0

August 9, 2021 144,160 — $ — $ 9,621,323 $ 5,455,014

Total (Reported vs.

Actual Value) $ 47,267,714 $ 28,210,397

______________________

(1) Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2018 to Fiscal 2022.

PSUs are reported at target.

All option awards granted remain outstanding and have not been exercised for value.

(2) Represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted, as reported in the summary compensation table for the applicable year.

(3) Based upon the closing price for the Company's Common Shares as traded on the NASDAQ on June 30, 2022 of $37.84.

(4) In Fiscal 2021, Mr.

Barrenechea received a one-time grant of performance stock options under the 2004 Stock Option Plan with vesting subject to certain performance conditions.

The amount in the table represents the maximum number of options that may vest if maximum performance level is achieved under such grant as reported in the Summary Compensation Table.

These are the only active performance stock options for Mr.

For Fiscal 2022, the Company did not award any one-time special grants to the CEO or any other Named Executive Officer.

Our Compensation Program

We believe that transparent, objective and easily verifiable corporate goals play an important role in creating and maintaining an effective compensation strategy for our Named Executive Officers.

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• Long-term incentives.

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation “at risk”.

Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets.

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation “at risk.” Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets.

Short-term incentives and long-term incentives meet this definition of compensation which is at risk, and long-term incentives are an additional incentive used to promote the creation of longer-term shareholder value.

In general, the greater the executive officer’s influence upon our financial or operational results, the higher is the “at risk” portion of the executive officer's compensation.

The Board and the Compensation Committee have broad discretion to make positive or negative adjustments if it considers them to be reasonably appropriate.

Discretion may, from time to time, be applied in order to avoid unintended windfalls or penalties for plan participants.

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

No such discretion was applied to the variable cash incentive payouts nor long-term incentive payouts during Fiscal 2022.

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.

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The Compensation Committee obtains information regarding competitive market conditions through the assistance of management and our compensation consultants.

The performance of each of our Named Executive Officers, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other Named Executive Officers.

The performance of our CEO is assessed by the Board (excluding the CEO).

The Board conducts the initial discussions and makes the initial decisions with respect to the performance of our CEO in a special session from which management is absent.

For details on our benchmarking process, see "Competitive Compensation" above.

For details on our benchmarking process, see “Competitive Compensation” and “Peer Group” above.

Our Named Executive Officers receive a minimal amount of non-cash compensation in the form of executive perquisites.

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These short-term corporate goals are typically derived from our annual business plan which is prepared by management and approved by the Board.

Awards made under the short-term incentive plan are made by way of cash payments only.

The amount of the short-term incentive payable to each Named Executive Officer, in general, is based on the ability of each Named Executive Officer to meet pre-established, qualitative and quantitative corporate objectives related to improving shareholder and company value, as applicable, which are reviewed and approved by the Compensation Committee and the Board.

For all Named Executive Officers these objectives consist of worldwide revenues and worldwide adjusted operating income with the exception of Mr.

Due to his responsibilities relating to sales, Mr.

Harrison's objectives consist of worldwide license and cloud revenues and minimum contract value (MCV) and worldwide adjusted operating income.

Awards made under the short-term incentive plan are made using cash only.

The amount of the short-term incentive payable to each Named Executive Officer, in general, is based on the attainment of pre-established quantitative corporate objectives related to improving shareholder and company value, as applicable, which are reviewed and approved by the Compensation Committee and the Board.

For all Named Executive Officers with the exception of Mr.

Harrison, these objectives consist of worldwide revenues 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 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.

Due to his responsibilities as Executive Vice President, Enterprise Sales, Mr.

Harrison's objectives consist of enterprise license revenue, first year maintenance (FYM), cloud minimum contract value (MCV), Enterprise professional services revenue (PS) primarily within North America and EMEA and worldwide adjusted operating income.

Enterprise license revenues are a component of “License” revenue line of our audited income statement.

FYM is allocated for the first annual term of maintenance as invoiced for new license deals, which is a component of our Customer support line 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 new 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.

Enterprise PS revenues are a component of our “Professional Services and Other” line of our audited income statement.

For Fiscal 2022, the following table illustrates the total short-term target awards for each Named Executive Officer, along with the associated weighting of the related performance measures.

Named Executive Officer Total Target

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

Award Worldwide Revenues Enterprise License, FYM, MCV and PS Revenue Worldwide Adjusted Operating Income

Barrenechea $ 1,425,000 50% N/A 50%

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Davies $ 454,204 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 2022” 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.

The threshold and target levels and payout formula are set forth below as well as actual performance and payout percentages achieved in Fiscal 2022.

The Board and the Compensation Committee have broad discretion to make positive or negative adjustments if it considers them to be reasonably appropriate.

No discretionary adjustments were made for Fiscal 2021 awards.

Effective August 5, 2020, a policy addendum was adopted to our short-term and long-term compensation plans that outlines the principles under which the broad discretion may, from time to time, be applied in order to avoid unintended windfalls or penalties for plan participants.

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

No such discretion was applied to the variable cash incentive payouts nor long-term incentive payouts during the fiscal year.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2021 was determined in accordance with the formulas described above, including the natural reductions due to the COVID-19 forbearance period that reduced the variable compensation earnout potential, and reflect the strong performance levels achieved by the Company in Fiscal 2021 related to this “at risk” compensation component.

In each case, performance targets for Fiscal 2022 were higher than the performance targets for Fiscal 2021.

The Fiscal 2022 performance target for worldwide adjusted operating income was set slightly below actual performance in Fiscal 2021 to account for targeted investments undertaken by the Company to reposition our business, products and talent capabilities for our accelerated migration to the Cloud and achieve our longer-term objective of accelerated revenue growth.

The performance target for worldwide adjusted operating income would have been higher than actual performance in Fiscal 2021, which was a record year for worldwide adjusted operating income, if not for the additional costs related to these investments planned for, and made in, Fiscal 2022.

The table below illustrates the percentage of the target awards paid to our Named Executive Officers in accordance with our actual results achieved during Fiscal 2022.

Objectives (in millions) Threshold

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Worldwide Revenues $ 3,087 $ 3,468 $ 3,569 103 % 200 %

Worldwide License and Cloud Revenues and MCV $ 1,712 $ 1,902 $ 2,063 108 % 200 %

Enterprise License, FYM, MCV and PS Revenue $ 746 $ 839 $ 875 104 % 200 %

Worldwide Adjusted Operating Income (2)

(1) Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.

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

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

$ 1,026 $ 1,153 $ 1,213 105 % 200 %

_______________________________

(1) Adjusted to remove the impact of foreign exchange.

(2) This is a non-GAAP measure adjusted to remove the impact of foreign currency.

In Fiscal 2022, we achieved 103% of our worldwide revenue target;

104% of our enterprise license, FYM, MCV and PS revenue;

and 105% of our worldwide adjusted operating income target.

The table below illustrates under the “% Attainment” column that an achievement of 103% of target for the worldwide revenue performance criteria results in an award payment of 200% of the target award amount;

an achievement of 104% of target for the enterprise license, FYM, MCV and PS revenue performance criteria results in an award payment of 200% of the target award amount;

and an achievement of 105% of target for the worldwide adjusted operating income performance criterion results in an award payment of 200% of the target award amount.

Worldwide Revenues, Enterprise License, FYM, MCV and PS Revenue, and Worldwide Adjusted Operating Income - Attainment and Corresponding Payment

% Attainment % Payment % Attainment % Payment

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96 - 97% 70% 102% and above 200% cap

Actual / Budget = % of Attainment

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.

Actual / Target = % of Attainment

Linear x25 for every 0.5% over 100%

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2022 was determined in accordance with the formulas described above and are reflective of the strong performance levels achieved by the Company in Fiscal 2022 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:

We have set forth below for each Named Executive Officer the award amount actually paid for Fiscal 2022, and the percentage of target award amount represented by the actual award paid, broken out by performance measure as follows:

Performance Measure:

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(% of Target)

Worldwide License and Cloud Revenues and MCV $ 253,272 $ 37,991 $ 506,543 200 %

Enterprise License, FYM, MCV and PS Revenue $ 350,000 $ 52,500 $ 700,000 200 %

Worldwide Adjusted Operating Income $ 150,000 $ 22,500 $ 300,000 200 %

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Long-Term Incentives

As with many North American technology companies, we have a general practice of granting variable long-term incentives to executive officers, including our Named Executive Officers.

As with many North American software and technology companies, we have a general practice of granting variable long-term incentives to executive officers, including our Named Executive Officers.

Our long-term incentives represent a significant proportion of our Named Executive Officers’ total compensation, and its purpose is two-fold:

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Grants are generally made annually and are comprised of the components outlined in the table below.

No dividends are paid or accrued on PSUs or RSUs.

No dividends are paid or accrued on PSUs or RSUs for grants made during or prior to Fiscal 2022.

For grants made on or after Fiscal 2023, when cash dividends are paid by the Company on outstanding Common Shares, the Company will credit additional dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs will be subject to the same terms and conditions as the granted PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the PSUs or RSUs to which such dividend equivalent PSUs or RSUs relate.

Vehicle % of Total LTIP Description Vesting Payout

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The number of PSUs granted is determined by converting the dollar value of the target award to PSUs, based on an average share price determined at time of Board grant.

The number of PSUs to vest will be based on the Company’s total shareholder return (TSR) at the end of a three year period as compared to the TSR of companies comprising the constituents of the S&P MidCap400 Software and Services Index.

The number of PSUs to vest will be based on the Company’s relative TSR at the end of a three-year period as compared to the TSR of companies comprising the constituents of the S&P MidCap400 Software and Services Index.

Cliff vesting in the third year following the determination by the Board that the performance criteria have been met.

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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.

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.

Grants made in Fiscal 2022 under the LTIP (collectively referred to as “LTIP 2024” because the PSUs and RSUs do not vest until Fiscal 2024) took effect on August 9, 2021, with the goal of measuring performance over the three-year period starting July 1, 2021.

The table below illustrates the target value of each element under LTIP 2024 for each Named Executive Officer.

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Davies $ 675,000 $ 337,500 $ 337,500 $ 1,350,000

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.

The LTIP is an annual program, so LTIP awards granted in Fiscal 2022 under LTIP 2024 were in addition to the annual LTIP awards granted in Fiscal 2021, Fiscal 2020, and prior years.

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant year.

LTIP 2024 - PSUs

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The Index is comprised of 400 U.S.

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.

public companies with market capitalization of $1.6 billion to $17.9 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 2024 with respect to PSUs.

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The amounts that may be realized for PSU awards under LTIP 2024 are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2022, and applied to the number of PSUs granted to the Named Executive Officers on August 9, 2021, based on the levels of achievement disclosed above.

See “Grants of Plan-Based Awards in Fiscal 2022” for the number of PSUs granted in Fiscal 2022.

LTIP 2024 PSUs value as of June 30, 2022

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Muhi Majzoub $ 245,393 $ 490,785 $ 981,570

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

$ 245,393 $ 490,785 $ 981,570

______________________

(1) On January 24, 2022, the Company announced that Mr.

Davies would retire in September 2022.

As a result, Mr.

Davies will forfeit PSU awards granted to him under LTIP 2024.

LTIP 2024 - RSUs

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The following RSU award values under LTIP 2024 have been calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2022, and applied to the number of RSUs granted to the Named Executive Officers on August 9, 2021.

See “Grants of Plan-Based Awards in Fiscal 2022” for the number of RSUs granted in Fiscal 2022.

LTIP 2024 RSUs

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Muhi Majzoub $ 245,582

Davies $ 346,964

______________________

(1) On January 24, 2022, the Company announced that Mr.

Davies would retire in September 2022.

As a result, Mr.

Davies will forfeit RSU awards granted to him under LTIP 2024.

LTIP 2024 - Stock Options

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For a discussion of the assumptions used in the valuation of stock options, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

Other Long-Term Equity Grants

In addition to grants made in connection with our LTIP program, from time to time, we may grant stock options and/or RSUs to new strategic hires and to our employees in recognition of their service, such as for promotions, retention, or other reasons.

In Fiscal 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 of our Insider Trading Policy, see “Other Information With Respect to Our Compensation Program - Insider Trading Policy” below.

For details on the determination of targeted awards and our benchmarking process, see "Compensation Objective - Competitive Compensation" above.

Long-Term Equity Grants to CEO

In connection with the Compensation Committee's review of competitive compensation and the review of Mr.

Barrenechea's performance, as discussed earlier under " Competitive Compensation - CEO Compensation ", on August 10, 2020, Mr.

Barrenechea received a grant of performance stock options under the 2004 Stock Option Plan with an exercise price of $45.81, a seven year term, and vesting subject to certain performance conditions provided that Mr.

Barrenechea remains an employee.

These performance options will vest based on the extent to which the average closing price (ACP) of the Common Shares on the NASDAQ for the trading days in any fiscal quarter commencing October 1, 2020, prior to the expiration of the options, exceeds the exercise price by a specified percentage or greater (subject to a linear interpolation for quarterly ACP between the performance levels outlined below).

Absolute share growth at target performance ($64.13 reflecting an increase of 40%) will result in 375,000 options vesting, with no options vesting below threshold performance ($54.97 reflecting an increase of 20%) and 750,000 options vesting if maximum performance is achieved ($73.30 reflecting an increase of 60%).

No more than 750,000 performance options (2x target) may vest under the award.

ACP Increase (%) Illustrative ACP ($) Aggregate Number of Options to Vest

Threshold (20%) $54.97 150,000

30% $59.55 262,500

Target (40%) $64.13 375,000

50% $68.72 562,500

Maximum (60%) $73.30 750,000

To the extent that any performance options vest during the first five-year period, they must be held by Mr.

Barrenechea until the earlier of the fifth anniversary of the date of grant and the date he ceases to be an employee.

Any performance options that vest may be exercised by Mr.

Barrenechea during this five-year period, provided that the Common Shares acquired on exercise, net of a number of Common Shares that may be sold by Mr.

Barrenechea to fund the exercise price and any income taxes payable as a result of such exercise, must be held by Mr.

Barrenechea for this same period.

Additionally, on August 10, 2020, Mr.

Barrenechea received a grant of 60,000 RSUs.

These RSUs vest over three years, provided Mr.

Barrenechea remains employed throughout the applicable vesting period, and are on identical terms to RSUs granted under LTIP 2023.

The aggregate amount that may be realized for these RSU awards calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2021 and applied to the number of RSUs granted is approximately $3.0 million.

In Fiscal 2021, as illustrated in the table below for performance grants, over 55% of our CEO's equity compensation had target value that was performance-contingent on either relative TSR versus the S&P400 Mid-Cap Technology index companies (Performance Share Units) or increasing stock price to a target price of $64.13 (Performance Options).

The table below illustrates the grant value of all equity-based awards granted to Mr.

Barrenechea in Fiscal 2021:

Performance-based Awards (# units/shares) at Target Performance-based Awards ($ grant value) at Target Total Performance-Based Grant Value at Target

Performance Share Units Performance Stock Options Performance Share Units Performance Options

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

Other Long-Term Equity Grants

In Fiscal 2022, we did not grant any special one-time grants to any of our Named Executive Officers.

Executive Change in Control and Severance Benefits

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The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies.

We have structured our senior executive officers' change in control benefits as “double trigger” benefits, meaning that the benefits are only paid in the event of, first, a change in control transaction, and second, the loss of employment within one year after the transaction.

We have structured our senior executive officers' change in control benefits as “double trigger” benefits, meaning that the benefits are only paid in the event of, first, a change in control transaction, and second, there is a change in relationship between the Company and the senior executive officer within one year after the transaction.

These benefits attempt to provide an incentive to our senior executive officers to remain employed with the Company in the event of such a transaction.

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Named Executive Officers

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stock option awards, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stock option awards, Common Shares received as a result of vested RSUs or PSUs, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Until the Share Ownership Guidelines are met, it is recommended that a Named Executive Officer retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines.

Common Shares issuable pursuant to the unexercised options shall not be counted towards meeting the equity ownership target.

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

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.

As of the date of this Annual Report on Form 10-K, all Named Executive Officers comply with the Share Ownership Guidelines for Fiscal 2022, as they have met the share ownership guidelines.

With respect to non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of his or her retainer and/or fees in the form of common stock equivalents.

As of the date of this Annual Report on Form 10-K, all non-management directors, have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual retainer, with the exception of 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.

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 five times their annual retainer, with the exception of Ms.

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

Powell has until November 3, 2026, to meet the applicable requirements of the Share Ownership Guidelines.

For further details, see the table below titled “Director Compensation for Fiscal 2022.”

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The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for the NASDAQ market immediately preceding the applicable grant date.

Tax Deductibility of Compensation

Under Section 162(m) of the United States Internal Revenue Code (or Section 162(m)) publicly-held corporations cannot deduct compensation paid in excess of $1,000,000 to certain executive officers in any taxable year.

The Tax Cuts and Jobs Act amended Section 162(m) to expand the corporations and executives to which it applies.

Effective Fiscal 2019, we are no longer able to deduct under Section 162(m) compensation paid in excess of $1,000,000 to any person who served as CEO or CFO during the taxable year and any other Named Executive Officer serving as an executive at the end of the taxable year (each, a “covered employee”) as well any person who was a covered employee in a preceding taxable year, subject to limited transition relief.

Summary Compensation Table

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Incentive Plan

Pension Value

Non-qualified

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.

Barrenechea 2022 $ 950,000 — $ 9,621,323 $ 2,499,173 $ 2,850,000 $ 16,947 (7) $ 15,937,443

Vice Chair, Chief Executive Officer and Chief Technology Officer 2021 $ 890,625 — $ 8,991,036 $ 9,385,993 $ 1,663,150 $ 31,825 (8) $ 20,962,629

2020 $ 932,188 $ 273,028 $ 4,970,594 $ 1,751,342 $ 1,775,410 $ 47,643 (8) $ 9,750,205

Madhu Ranganathan 2022 $ 600,000 — $ 1,924,114 $ 499,815 $ 1,200,000 $ — (9) $ 4,223,929

Executive Vice President and Chief Financial Officer 2021 $ 468,750 — $ 1,765,137 $ 1,319,658 $ 937,534 $ — (8) $ 4,491,079

2020 $ 490,625 $ 22,807 $ 781,072 $ 275,201 $ 699,068 $ — (8) $ 2,268,773

Simon Harrison 2022 $ 500,000 — $ 1,298,676 $ 337,434 $ 1,000,000 $ 304,118 (10) $ 3,440,228

Executive Vice President, Enterprise Sales 2021 $ 421,875 — $ 1,415,475 $ 1,140,192 $ 844,239 $ 304,118 (10) $ 4,125,899

2020 $ 399,896 $ 17,310 $ 354,786 $ 125,091 $ 413,648 $ 278,775 (10) $ 1,589,506

Muhi Majzoub 2022 $ 500,000 — $ 1,298,676 $ 337,434 $ 1,000,000 $ 4,995 (7) $ 3,141,105

Executive Vice President, Chief Product Officer 2021 $ 398,437 — $ 1,377,238 $ 1,087,917 $ 796,904 $ — (8) $ 3,660,496

2020 $ 417,031 $ 19,386 $ 781,072 $ 275,201 $ 594,208 $ — (8) $ 2,086,898

Davies 2022 $ 454,204 — $ 1,298,676 (11) $ 337,434 $ 908,408 $ 4,075 (7) $ 3,002,797

Executive Vice President, Special Advisor to the Chief Executive Officer 2021 $ 373,415 — $ 1,370,111 (12) $ 1,004,026 $ 746,856 $ — (8) $ 3,494,408

2020 $ 377,096 $ 17,530 $ 781,072 $ 275,201 $ 537,306 $ — (8) $ 1,988,205

_______________________

(1) Amounts reflect Fiscal 2021 and Fiscal 2020 COVID-19 compensation adjustments, which included a base salary reduction for each of the Named Executive Officers effective May 15, 2020, and the subsequent restoration of those adjustments which became effective December 1, 2020.

See Item 11 of our Annual Report on Form 10-K for Fiscal 2021 for further details on our COVID-19 compensation adjustments.

(2) Amounts set forth in this column for Fiscal 2021 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.

(3) The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP 2023”.

For a discussion of the assumptions used in these valuations, see note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP 2024.” For a discussion of the assumptions used in these valuations, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

For the maximum value that may be received under the PSU awards granted in Fiscal 2022 by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2022” table below.

(4) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted.

In all cases, these amounts do not reflect

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.

(5) The amounts set forth in this column for Fiscal 2022 represent payments under the short-term incentive plan based on actual performance achieved.

(6) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) car allowance;

(ii) medical examinations;

(iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid.

(6) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations and (ii) tax preparation and financial advisory fees paid.

“All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.

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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.

(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.

(10) Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $160,118, $160,118 and $146,775 for the fiscal years ended June 30, 2022, 2021 and 2020, respectively.

(11) Includes PSU and RSU awards granted to Mr.

Davies under LTIP 2024, which will be forfeited as a result of Mr.

Davies planned retirement from the Company in September 2022.

(12) Includes PSU and RSU awards granted to Mr.

Davies under LTIP 2023, which will be forfeited as a result of Mr.

Davies planned retirement from the Company in September 2022.

Grants of Plan-Based Awards in Fiscal 2022

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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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Muhi Majzoub August 9, 2021 6,485 12,970 25,940 6,490 $ 1,298,676

Davies August 10, 2020 6,835 13,670 27,340 11,865 $ 1,370,111

August 9, 2021 6,485 12,970 25,940 6,490 $ 1,298,676

____________________________

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2022.

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In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards.

For a discussion of the assumptions used in this valuation, see note 13 “Share Capital, Option Plan and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(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.

(4) Represents the threshold, target and maximum estimated payouts under our LTIP 2024 PSUs for all Named Executive Officers.

For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP 2024.”

(5) Represents the estimated payouts under our LTIP 2024 RSUs.

For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP 2024” above .

(6) PSU and RSU awards granted under LTIP 2024 will be forfeited by Mr.

Davies as a result of his planned retirement from the Company in September 2022.

Outstanding Equity Awards at End of Fiscal 2022

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rights that have not vested ($) (3)

Barrenechea July 29, 2016 196,560 — $ 29.75 July 29, 2023

June 1, 2017 133,334 66,666 $ 32.63 June 1, 2024

Barrenechea June 1, 2017 200,000 — $ 32.63 June 1, 2024

June 1, 2017 324,255 — $ 32.63 June 1, 2024

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August 10, 2020 — 750,000 $ 45.81 August 10, 2027

August 9, 2021 — 256,410 $ 52.62 August 9, 2028

August 5, 2019 41,470 $ 1,569,225

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August 10, 2020 12,210 142,844 $ 45.81 August 10, 2027

August 9, 2021 — 51,280 $ 52.62 August 9, 2028

August 5, 2019 6,520 $ 246,717

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August 9, 2021 19,220 $ 727,285

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

Simon Harrison November 6, 2017 20,000 20,000 $ 34.48 November 6, 2024

August 6, 2018 9,383 3,127 $ 39.27 August 6, 2025

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August 10, 2020 9,540 124,212 $ 45.81 August 10, 2027

August 9, 2021 — 34,620 $ 52.62 August 9, 2028

August 5, 2019 2,960 $ 112,006

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August 9, 2021 12,970 $ 490,785

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

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

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

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

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August 10, 2020 9,348 118,324 $ 45.81 August 10, 2027

August 9, 2021 — 34,620 $ 52.62 August 9, 2028

August 5, 2019 6,520 $ 246,717

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August 9, 2021 12,970 $ 490,785

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

Davies August 6, 2018 — 7,150 $ 39.27 August 6, 2025

May 7, 2019 15,000 30,000 $ 40.20 May 7, 2026

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August 10, 2020 9,540 108,482 $ 45.81 August 10, 2027

August 9, 2021 — 34,620 $ 52.62 August 9, 2028

August 5, 2019 6,520 $ 246,717

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August 9, 2021 12,970 (5) $ 490,785

(1) Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) 600,000 options granted to the CEO in Fiscal 2017 and performance options granted to the CEO in Fiscal 2021 assuming achievement of maximum performance level.

For additional detail, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO” above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2017 and (ii) options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a 5 year period, with the first vesting date being two years from the date of grant.

(2) Represents each Named Executive Officer's target number of RSUs granted pursuant to LTIP 2021, LTIP 2022, LTIP 2023, and other non-LTIP related RSUs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives".

These amounts illustrate the market value as of June 30, 2021 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $50.80.

(3) Represents each Named Executive Officer's target number of PSUs granted pursuant to the LTIP 2021, LTIP 2022, and LTIP 2023, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives".

These amounts illustrate the market value as of June 30, 2021 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $50.80.

______________________________

(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) 750,000 performance options granted to the CEO in Fiscal 2021 assuming achievement of maximum performance level 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.

For additional detail, see Item 11 of our Annual Report on Form 10-K for Fiscal 2021.

(2) Represents each Named Executive Officer's target number of RSUs granted pursuant to LTIP 2022, LTIP 2023, LTIP 2024, 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, 2022, based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $37.84.

(3) Represents each Named Executive Officer's target number of PSUs granted pursuant to the LTIP 2022, LTIP 2023, and LTIP 2024, 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, 2022, based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $37.84.

(4) 8,509 RSUs will be forfeited by Mr.

Davies as a result of his planned retirement from the Company in September 2022.

(5) Entire award will be forfeited by Mr.

Davies as a result of his planned retirement from the Company in September 2022.

As of June 30, 2022, options to purchase an aggregate of 8,820,662 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 2,892,889 Common Shares were vested.

Options to purchase an additional 11,251,577 Common

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

Options to purchase an additional 9,594,844 Common Shares remain available for issuance pursuant to our stock option plans.

Our outstanding options pool represents 3.3% of the Common Shares issued and outstanding as of June 30, 2022.

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Davies 99,280 $ 1,634,768 24,087 $ 1,244,389

_______________________________

(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.

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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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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.

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.

With respect to payments to Mr.

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Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 720,075 $ 908,408 $ 2,378,887 $ — $ 8,150 $ 4,015,520

_____________________________

(1) In accordance with the terms of his employment agreement, as amended, Mr.

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Incentive Plan

($) Change in Pension Value and Non-qualified

Deferred Compensation

($) All Other

Thomas Jenkins (3)

$ 195,000 $ 391,037 $ — $ — N/A $ — $ 586,037

$ 200,000 $ 436,841 $ — $ — $ — $ 636,841

Randy Fowlie (4)

$ 44,070 $ 370,409 $ — $ — N/A $ — $ 414,479

$ 75,550 $ 392,178 $ — $ — $ — $ 467,728

David Fraser (5)

$ 68,250 $ 246,717 $ — $ — N/A $ — $ 314,967

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

$ 75,000 $ 280,520 $ — $ — $ — $ 355,520

$ 90,000 $ 327,886 $ — $ — $ — $ 417,886

Robert Hau (7)

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

$ — $ — $ — $ — N/A $ — $ —

$ — $ 369,957 $ — $ — N/A $ 37,106 (15) $ 407,063

$ 100,000 $ 258,560 $ — $ — $ — $ 358,560

$ 106,667 $ 319,939 $ — $ — $ — $ 426,606

$ — $ 419,589 $ — $ — $ 429,167 (14) $ 848,756

Harmit Singh (10)

$ 24,375 $ 309,432 $ — $ — N/A $ — $ 333,807

$ 25,000 $ 349,596 $ — $ — $ — $ 374,596

Michael Slaunwhite (11)

$ 1,609 $ 414,236 $ — $ — N/A $ — $ 415,845

$ 1,725 $ 470,498 $ — $ — $ — $ 472,223

Stevenson (12)

$ — $ 393,268 $ — $ — N/A $ — $ 393,268

Carl Jurgen Tinggren (13)

$ — $ 8,502 $ — $ — N/A $ — $ 8,502

$ — $ 444,891 $ — $ — $ — $ 444,891

Deborah Weinstein (13)

$ — $ 408,895 $ — $ — N/A $ — $ 408,895

$ — $ 465,341 $ — $ — $ — $ 465,341

______________________________

(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.

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(2) The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718.

These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards.

For a discussion of the assumptions used in this valuation, see note 13 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements.

These amounts do

not reflect whether the recipient has actually realized a financial benefit from the awards.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our consolidated financial statements.

In Fiscal 2022, Messrs.

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

Hamilton, Powell, Stevenson and Weinstein received 9,698, 9,124, 6,292, 5,893, 9,195, 7,890, 10,174, 202, 7,186, nil, 9,717, and 10,057 DSUs, respectively.

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

Hamilton, Powell, Stevenson and Weinstein received 8,959, 8,020, 5,607, 5,120, 8,552, 6,962, 9,664, 6,695, 6,285, 9,092, and 9,549 DSUs, respectively.

(3) As of June 30, 2022, Mr.

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Hau holds 11,013 DSUs.

Powell joined the board of directors on June 15, 2021.

(8) As of June 30, 2022, Ms.

Powell holds no DSUs.

Powell holds 6,285 DSUs.

(9) As of June 30, 2022, Mr.

6 unchanged sentences

Stevenson holds 110,638 DSUs.

Tinggren retired from the board of directors effective September 14, 2020, being the date of our annual general meeting.

(13) As of June 30, 2022, Ms.

3 unchanged sentences

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

The Board sets the level of compensation for directors, based on the recommendations of the Corporate Governance and Nominating Committee.

From time to time, the Corporate Governance and Nominating Committee reviews the amount and form of compensation paid to directors, having regard to the workload and responsibilities involved in being an effective director, and benchmarked against director compensation for comparable companies.

The committee’s review may be conducted with the assistance of outside consultants.

Directors who are salaried officers or employees receive no compensation for serving as directors.

8 unchanged sentences

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.

Annual Corporate Governance & Nominating Committee retainer fee payable to each member of the Corporate Governance & Nominating Committee $10,000 per year payable at $2,500 at the beginning of each quarterly period.

Annual Corporate Governance & Nominating Committee Chair retainer fee payable to the Chair of the Corporate Governance & Nominating Committee $8,000 per year payable at $2,000 at the beginning of each quarterly period.

Excess travel fee payable to each non-management director attending a meeting who travels more than six hours $2,000 per meeting when applicable

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

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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 2022, the annual DSU grant was approximately $250,000 for each non-management director and approximately $320,000 for the Chairman of the Board.

2 unchanged sentences

As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the Company and since Fiscal 2013 the Company has taken the position that non-management directors will receive DSUs instead of stock options where granting of equity awards is appropriate.

All non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual retainer.

All non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is five times their annual retainer, other than Ms.

Powell, who has until November 3, 2026, to meet the applicable requirements of the Share Ownership Guidelines.

For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above.

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The following table sets forth certain information as of June 30, 2022 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.

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.

11 unchanged sentences

15,309,077 5.68%

245 Summer Street, Boston, MA 02210

13,686,967 5.06%

Thomas Jenkins (2)

1 unchanged sentence

Michael Slaunwhite (4)

Madhu Ranganathan (5)

Muhi Majzoub (6)

Randy Fowlie (7)

Madhu Ranganathan (8)

Stevenson (10)

Deborah Weinstein (10)

Stevenson (11)

Simon Harrison (12)

5 unchanged sentences

7,788,953 2.84%

_________________________________________

* Less than 1%

5 unchanged sentences

(5) Includes 19,132 Common Shares owned, 275,242 options which are exercisable and 71,691 options which will become exercisable within 60 days of June 30, 2022.

(6) Includes 85,525 Common Shares owned, 206,753 options which are exercisable and 61,061 options which will become exercisable within 60 days of June 30, 2022.

(7) Includes 195,500 Common Shares owned and 109,234 DSUs which are exercisable.

1 unchanged sentence

(9) Includes 73,816 Common Shares owned, 24,540 options which are exercisable and 57,714 options which will become exercisable within 60 days of June 30, 2022.

(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 20,000 Common Shares owned and 121,248 DSUs which are exercisable.

5 unchanged sentences

(16) Includes 6,091 DSUs which are exercisable.

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

As of June 30, 2021, Ms.

Powell holds no DSUs.

(17) Includes 1,363 DSUs which are exercisable.

(18) Includes 4,651,211 Common Shares owned, 1,695,590 options which are exercisable, 606,804 options which will become exercisable within 60 days of June 30, 2022, and 835,348 DSUs which are exercisable.

51 unchanged sentences

During Fiscal 2022, Mr.

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 received CAD $0.5 million in consulting fees from OpenText (equivalent to $0.4 million USD), for assistance with acquisition-related business activities.

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

Additionally, Mr.

Sadler has direct or indirect control over a material interest in Enghouse Systems Limited, a publicly traded software company, which acquired

Dialogic Group Inc, (“Dialogic”) in 2020.

Prior to Dialogic being acquired by Enghouse Systems Limited, OpenText entered into a product supply and license agreement to purchase certain software licenses from a subsidiary of Dialogic under which the company makes payments in the normal course of business.

During Fiscal 2022, OpenText paid $2.0 million under such an agreement.

Principal Accountant Fees and Services

7 unchanged sentences

Total $ 6,694 $ 5,354

(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.

(2) Audit related fees were primarily for assurance and related services, such as the review of offering documents and non-periodic filings with the SEC.

____________________________________

(2) 2021 Audit fees includes a reclassification of fees for non-periodic filings with the SEC previously included within the audit-related fees category.

(3) Audit related fees were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(4) Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

8 unchanged sentences

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

Report of Independent Registered Public Accounting Firm 119

Report of Independent Registered Public Accounting Firm (KPMG LLP, Toronto, Canada, Auditor Firm ID:

Report of Independent Registered Public Accounting Firm 127

Consolidated Balance Sheets as of June 30, 2021 and 2020 122

Consolidated Statements of Income for the years ended June 30, 2021, 2020, and 2019 123

Consolidated Statements of Comprehensive Income for the years ended June 30, 2021, 2020, and 2019 124

Consolidated Statements of Shareholders' Equity for the years ended June 30, 2021, 2020, and 2019 125

Consolidated Statements of Cash Flows for the years ended June 30, 2021, 2020, and 2019 126

Consolidated Balance Sheets 128

Consolidated Statements of Income 129

Consolidated Statements of Comprehensive Income 130

Consolidated Statements of Shareholders' Equity 131

Consolidated Statements of Cash Flows 132

Notes to Consolidated Financial Statements 134

4 unchanged sentences

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.

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.

2.2 Agreement and Plan of Merger, dated as of November 4, 2013, among Open Text Corporation, Ocelot Merger Sub, Inc., GXS Group, Inc.

and the stockholders' representative named therein.

2.3 Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, and Global Acquisition LLC.

2.4 Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, CCG Investment Fund, L.P., CCG Associates - QP, LLC, CCG Investment Fund - AI, LP, CCG AV, LLC - Series A, CCG AV, LLC - Series C and CCG CI, LLC.

2.5 Agreement and Plan of Merger, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and Actuate.

2.6 Agreement and Plan of Merger, dated September 12, 2016, by and among Open Text Corporation, EMC Corporation, EMC International Company, and EMC (Benelux) B.V.

Exhibits not incorporated by reference to a prior filing are designated by a cross (+);

all exhibits not so designated are incorporated by reference to a prior filing as indicated.

Management contracts relating to compensatory plans or arrangements are designated by a star (*).

Number Description Report or Registration Statement Exhibit Reference

Agreement and Plan of Merger, dated November 10, 2019, by and among Open Text Corporation, Coral Merger Sub Inc.

and Carbonite, Inc .

3.1 Articles of Amalgamation of the Company.

3.2 Articles of Amendment of the Company.

3.3 Articles of Amendment of the Company.

3.4 Articles of Amalgamation of the Company.

3.5 Articles of Amalgamation of the Company, dated July 1, 2001.

Company’s Form 8-K, filed November 12, 2019 Exhibit 2.1

3.1 Articles of Amalgamation of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.2 Articles of Amendment of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.3 Articles of Amendment of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.4 Articles of Amalgamation of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.5 Articles of Amalgamation of the Company, dated July 1, 2001 Company’s Form 10-K, filed September 28, 2001

Articles of Amalgamation of the Company, dated July 1, 2002

Company’s Form 10-K, filed September 28, 2002 Exhibit 3.10

Articles of Amalgamation of the Company, dated July 1, 2003

Company’s Form 10-K, filed September 29, 2003 Exhibit 3.11

Articles of Amalgamation of the Company, dated July 1, 2004

Company’s Form 10-K, filed September 13, 2004 Exhibit 3.12

Articles of Amalgamation of the Company, dated July 1, 2005

Company’s Form 10-K, filed September 27, 2005 Exhibit 3.13

Articles of Continuance of the Company, dated December 29, 2005

Company’s Form 10-Q, filed February 3, 2006 Exhibit 3.1

By-Law 1 of Open Text Corporation

Company’s Form 8-K, filed September 26, 2013 Exhibit 3.1

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.2 Form of Common Share Certificate.

4.3 Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc.

dated September 23, 2016.

4.4 Registration Rights Agreement, dated as of November 4, 2013, by and among Open Text Corporation and the principal stockholders named therein, and for the benefit of the holders (as defined therein).

4.5 Indenture, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank, N.A.), as U.S.

trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (including form of 5.625% Senior Notes due 2023).

4.6 Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

trustee, and BNY Trust Company of Canada, as Canadian trustee (including form of 5.875% Senior Notes due 2026).

4.7 Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.625% Senior Notes due 2023, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

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

4.8 Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.875% Senior Notes due 2026, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

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

Company’s Form 10-K, filed August 1, 2019 Exhibit 4.1

4.2 Form of Common Share Certificate Company’s registration statement on Form F-1 (Registration Number 33-98858), filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc.

dated September 4, 2019

4.10 Indenture (including form of Note), dated as of April 4, 2017, by and between Carbonite, Inc.

Bank National Association, as trustee .

4.11 First Supplemental Indenture, dated as of December 24, 2019, by and between Carbonite, Inc.

Bank National Association, as trustee .

Company’s Form 8-K filed September 4, 2019 Exhibit 4.1

Indenture, dated as of February 18, 2020, between Open Text Corporation and the Bank of NY Mellon, as U.S.

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

Company’s Form 8-K filed February 18, 2020 Exhibit 4.1

Indenture, dated as of February 18, 2020, between Open Text Holdings, Inc.

1 unchanged sentence

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.

Company’s Form 8-K filed February 18, 2020 Exhibit 4.3

Indenture governing the Company's 3.875% Senior Notes due 2029, dated as of November 24, 2021, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

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

Company's Form 8-K filed November 24, 2021 Exhibit 4.1

Indenture governing OTHI's 4.125% Senior Notes due 2031, dated as of November 24, 2021, among OTHI, the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S.

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

Company's Form 8-K filed November 24, 2021 Exhibit 4.3

10.1* 1998 Stock Option Plan Company’s Form 10-K filed August 20, 1999

Form of Indemnity Agreement between the Company and certain of its officers dated September 7, 2006

Company’s Form 10-K filed September 12, 2006 Exhibit 10.26

Consulting Agreement between Steven Sadler and SJS Advisors Inc.

and the Company, dated May 3, 2005

Company’s Form 10-K filed August 26, 2008 Exhibit 10.28

OpenText Corporation Directors' Deferred Share Unit Plan, as amended and restated October 30, 2018

Company’s Form 10-Q filed January 31, 2019 Exhibit 10.1

Amended and Restated Credit Agreement among Open Text Corporation and certain of its subsidiaries, the Lenders, Barclays Bank PLC, Royal Bank of Canada, Barclays Capital and RBC Capital Markets, dated as of November 9, 2011

10.6* OpenText Corporation 2004 Stock Option Plan, as amended and restated September 2 3 , 2016.

Company’s Form 8-K filed November 9, 2011 Exhibit 99.1

OpenText Corporation Long-Term Incentive Plan 2015 for eligible employees, effective October 3, 2012

Company’s Form 10-Q filed November 1, 2012 Exhibit 10.2

Employment Agreement, dated October 30, 2012 between Mark Barrenechea and the Company

Company’s Form 10-Q filed November 1, 2012 Exhibit 10.3

Amendment No.

2 unchanged sentences

Barrenechea and the Company dated October 30, 2012)

Company’s Form 10-Q filed January 25, 2013 Exhibit 10.3

Employment Agreement, as of December 19, 2012, between Gordon A.

Davies and the Company

10.11 Commitment Letter, dated as of November 4, 2013, by and among Barclays Bank PLC, Royal Bank of Canada and Open Text Corporation.

Company’s Form 10-K filed August 1, 2013 Exhibit 10.20

First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security and Pledge Agreement, dated as of December 16, 2013, between Open Text ULC, as term borrower, Open Text ULC, Open Text Inc.

and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender

Company’s Form 8-K filed December 20, 2013 Exhibit 10.1

Credit Agreement, dated as of January 16, 2014, among Open Text Corporation, as guarantor, Ocelot Merger Sub, Inc., which on January 16, 2014 merged with and into GXS Group, Inc.

which survived such merger, as borrower, the other domestic guarantors party thereto, the lenders named therein, as lenders, Barclays Bank PLC, as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets, as lead arrangers and joint bookrunners

Company’s Form 8-K filed January 16, 2014 Exhibit 10.1

Second Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2014, between Open Text ULC, as term borrower, Open Text ULC, Open Text Holdings, Inc.

10.15 Tender and Voting Agreement, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and certain stockholders of Actuate.

Company’s Form 8-K filed December 23, 2014 Exhibit 10.1

Employment Agreement, dated November 30, 2012, between Muhi Majzoub and the Company

Company’s Form 10-K filed July 31, 2014 Exhibit 10.20

Amendment No.

2 unchanged sentences

Barrenechea and the Company dated October 30, 2012)

10.18* Amended and Restated Employee Stock Purchase Plan .

Company’s Form 10-K filed July 31, 2014 Exhibit 10.23

Repricing Amendment and Amendment No.

2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent

Company’s Form 8-K filed February 22, 2017 Exhibit 10.1

Amendment No.

1 unchanged sentence

and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent

Company’s Form 10-Q filed May 8, 2017 Exhibit 10.2

Amendment No.

2 unchanged sentences

Barrenechea and the Company dated October 30, 2012)

Company’s Form 8-K filed June 6, 2017 Exhibit 10.1

Amendment No.

1 unchanged sentence

and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent

Company’s Form 10-Q filed November 2, 2017 Exhibit 10.1

Employment Agreement, dated January 30, 2018, among the Company, Open Text Inc.

and Madhu Ranganathan

Company’s Form 8-K filed February 1, 2018 Exhibit 10.1

Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text Corporation, as borrower, the guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent

Company’s Form 8-K filed May 30, 2018 Exhibit 10.1

Third Amended and Restated Credit Agreement dated as of May 30, 2018, by and among Open Text ULC, Open Text Holdings, Inc.

and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender

Company’s Form 8-K filed May 30, 2018 Exhibit 10.2

Employment Agreement, dated October 1, 2017, between Simon (Ted) Harrison and the Company

Company’s Form 10-K filed August 2, 2018 Exhibit 10.31

Fourth Amended and Restated Credit Agreement dated as of October 31, 2019, by and among Open Text ULC, Open Text Holdings, Inc.

Company’s Form 8-K filed November 5, 2019 Exhibit 10.1

Amendment No.

2 unchanged sentences

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.

Company’s Form 8-K filed August 14, 2020 Exhibit 10.1

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

Company's Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.1

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

Company's Registration Statement on Form S-8 filed September 30, 2020 Exhibit 4.2

List of the Company's Subsidiaries

10 unchanged sentences

101.PRE+ Inline XBRL taxonomy extension presentation

* Indicates management contract relating to compensatory plans or arrangements

(1) Filed as an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.

(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.

(3) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.

(4) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.

(5) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.

(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.

(7) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.

(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.

(9) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.

(10) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.

(11) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on January 31, 2019 and incorporated herein by reference.

(12) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.

(13) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.

(14) Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.

(15) Filed as an exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on November 4, 2016, and incorporated herein by reference.

(16) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference.

(17) Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference.

(18) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference.

(19) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 23, 2016 and incorporated herein by reference.

(20) Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.

(21) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.

(22) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.

(23) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on July 31, 2014 and incorporated herein by reference.

(24) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 5, 2014 and incorporated herein by reference.

(25) Filed as an exhibit to the Company's Current Report on Form 8-K, as fined with the SEC on December 23, 2014 and incorporated herein by reference.

(26) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 13, 2016 and incorporated herein by reference.

(27) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 15, 2015 and incorporated herein by reference.

(28) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on October 2, 2015 and incorporated herein by reference.

(29) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May 31, 2016 and incorporated herein by reference.

(30) Filed as an Exhibit to the Post-Effective Amendment No.

2 to the Company’s Registration Statement on Form S-3, as filed with the SEC on December 12, 2016 and incorporated herein by reference.

(31) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 22, 2017 and incorporated herein by reference.

(32) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on May 8, 2017 and incorporated herein by reference.

(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.

(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.

(35) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 1, 2018 and incorporated herein by reference.

(36) Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May 30, 2018 and incorporated herein by reference.

(37) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 26, 2013 and incorporated herein by reference.

(38) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 2, 2018 and incorporated herein by reference.

(39) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 12, 2019 and incorporated herein by reference.

(40) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 4, 2019 and incorporated herein by reference.

(41) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on January 30, 2020 and incorporated herein by reference.

(42) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 18, 2020 and incorporated herein by reference.

(43) Filed as an Exhibit to Company's Current Report on Form 8-K, as filed with the SEC on November 5, 2019 and incorporated herein by reference.

(44) Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2019 and incorporated herein by reference.

(45) Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on August 14, 2020 and incorporated herein by reference.

(46) Filed as an Exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on September 30, 2020 and incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 3, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, in the year ended June 30, 2021, Open Text Corporation adopted the new accounting standard, "Financial Instruments – Credit Losses" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings.

In the year ended June 30, 2020, Open Text Corporation adopted the new accounting standard, "Leases" on a modified retrospective basis through a cumulative-effect adjustment to opening retained earnings.

Basis for Opinion

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We identified the evaluation of the determination of the SSP of revenue performance obligations for customer contracts with a software license as a critical audit matter.

A higher degree of auditor judgment was required to evaluate the methodology used to establish SSP for each performance obligation which could be offered in a customer contract.

A higher degree of auditor judgment was required to evaluate the approach and the significant assumptions, including the basis for stratification, used to establish SSP for each performance obligation which could be offered in a customer contract.

The primary procedures we performed to address this critical audit matter included the following.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the methodology used to determine SSP for identified performance obligations in customer contracts which include a software license.

We evaluated the methodology used to determine SSP based on current pricing patterns in relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices observed in the industry.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process, including controls over the approach and the significant assumptions used to determine SSP for identified performance obligations in customer contracts

which include a software license.

We evaluated the approach used to determine SSP based on current pricing patterns in relevant customer contracts, historical analysis of renewal contract pricing completed by the Company and pricing practices observed in the industry.

We inspected a selection of contracts from the SSP population and compared attributes such as price and employee consultant level to historical information.

For a sample of software license contracts with multiple performance obligations, we tested that the determined SSP was correctly applied in the allocation of the transaction price to each performance obligation.

Assessment of uncertain tax positions

As discussed in Note 2 and Note 15 to the consolidated financial statements, the Company has recognized uncertain tax positions including associated interest and penalties.

As discussed in Note 2, Note 14 and Note 15 to the consolidated financial statements, the Company has recognized uncertain tax positions including associated interest and penalties.

The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years.

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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, 2022 and 2021, 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, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated August 3, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Zix Corporation on December 23, 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2022, Zix Corporation’s internal control over financial reporting associated with 2.5% of consolidated total revenues and 9.6% of consolidated total assets (of which $868 million, or 8.5% 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, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Zix Corporation.

Basis for Opinion

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Cash and cash equivalents $ 1,693,741 $ 1,607,306

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)

Accounts receivable trade, net of allowance for credit losses of $ 16,473 as of June 30, 2022 and $ 22,151 as of June 30, 2021 (Note 4)

426,652 438,547

Contract assets (Note 3)

26,167 25,344

Income taxes recoverable (Note 15)

18,255 32,312

Prepaid expenses and other current assets (Note 9)

120,552 98,551

Total current assets 2,285,367 2,202,060

Property and equipment (Note 5)

244,709 233,595

Operating lease right of use assets (Note 6)

198,132 234,532

Long-term contract assets (Note 3)

19,719 19,222

Goodwill (Note 7)

5,244,653 4,691,673

Acquired intangible assets (Note 8)

1,075,208 1,187,260

Deferred tax assets (Note 15)

810,154 796,738

Other assets (Note 9)

256,987 208,894

Long-term income taxes recoverable (Note 15)

44,044 35,362

Total assets $ 10,178,973 $ 9,609,336

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Accounts payable and accrued liabilities (Note 10)

$ 448,607 $ 423,592

Current portion of long-term debt (Note 11)

10,000 10,000

Operating lease liabilities (Note 6)

56,380 58,315

Deferred revenues (Note 3)

902,202 852,629

Income taxes payable (Note 15)

51,069 17,368

Total current liabilities 1,468,258 1,361,904

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Accrued liabilities (Note 10)

18,208 28,830

Pension liability (Note 12)

60,951 74,511

Long-term debt (Note 11)

4,209,567 3,578,859

Long-term operating lease liabilities (Note 6)

198,695 224,453

Long-term deferred revenues (Note 3)

91,144 98,989

Long-term income taxes payable (Note 15)

34,003 34,113

Deferred tax liabilities (Note 15)

65,887 108,224

Total long-term liabilities 4,678,455 4,147,979

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2,038,674 1,947,764

Accumulated other comprehensive income (note 21) 66,238 17,825

Accumulated other comprehensive income (loss) (Note 21)

( 7,659 ) 66,238

Retained earnings 2,160,069 2,153,326

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Amortization of acquired technology-based intangible assets (Note 8)

198,607 218,796 205,717

Total cost of revenues 1,062,201 1,034,466 1,003,775

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Amortization of acquired customer-based intangible assets (Note 8)

217,105 216,544 219,559

Special charges (recoveries) (Note 18)

46,873 1,748 100,428

Total operating expenses 1,786,870 1,610,746 1,602,432

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Other income (expense), net (Note 23)

29,118 61,434 ( 11,946 )

Interest and other related expense, net ( 157,880 ) ( 151,567 ) ( 146,378 )

Income before income taxes 516,011 650,770 345,205

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

Provision for income taxes (Note 15)

118,752 339,906 110,837

Net income $ 397,259 $ 310,864 $ 234,368

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Earnings per share—basic attributable to OpenText (Note 24)

$ 1.46 $ 1.14 $ 0.86

Earnings per share—diluted attributable to OpenText (Note 24)

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

$ 1.46 $ 1.14 $ 0.86

Weighted average number of Common Shares outstanding—basic (in '000's) 271,271 272,533 270,847

Weighted average number of Common Shares outstanding—diluted (in '000's) 271,909 273,479 271,817

See accompanying Notes to Consolidated Financial Statements

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Comprehensive (income) loss attributable to non - controlling interests

( 169 ) ( 192 ) ( 143 )

Total comprehensive income attributable to OpenText $ 323,193 $ 359,085 $ 227,926

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Balance as of June 30, 2019

269,834 $ 1,774,214 ( 803 ) $ ( 28,766 ) $ 2,113,883 $ 24,124 $ 1,215 $ 3,884,670

Issuance of Common Shares

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— — — — ( 188,712 ) — — ( 188,712 )

Cumulative effect of ASU 2016-16

— — — — ( 26,780 ) — — ( 26,780 )

Cumulative effect of Topic 606

— — — — 29,786 — — 29,786

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

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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

— — — — ( 2,450 ) — — ( 2,450 )

Issuance of Common Shares

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

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

Dividends declared

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

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

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

Balance as of June 30, 2021

Adoption of ASU 2016-13 - cumulative effect, net (note 1)

271,541 $ 1,947,764 ( 1,568 ) $ ( 69,386 ) $ 2,153,326 $ 66,238 $ 1,511 $ 4,099,453

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Other comprehensive income (loss) - net — — — — — ( 73,897 ) — ( 73,897 )

Distribution to non-controlling interest — 142 — — — — ( 538 ) ( 396 )

Net income — — — — 397,090 — 169 397,259

Balance as of June 30, 2022

See accompanying Notes to Consolidated Financial Statements

269,523 $ 2,038,674 ( 3,706 ) $ ( 159,966 ) $ 2,160,069 $ ( 7,659 ) $ 1,142 $ 4,032,260

OPEN TEXT CORPORATION

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Amortization of debt issuance costs 5,422 4,548 4,633

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

Write off of right of use assets 17,707 — 36,864

Loss on extinguishment of debt 27,413 — 17,854

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Additions of property and equipment ( 93,109 ) ( 63,675 ) ( 72,709 )

Purchase of Zix Corporation, net of cash acquired ( 856,175 ) — —

Purchase of Bricata Inc.

( 17,753 ) — —

Purchase of XMedius — 444 ( 73,335 )

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— ( 971 ) ( 4,149 )

Purchase of Catalyst Repository Systems Inc.

— — ( 70,800 )

Purchase of Liaison Technologies, Inc.

— — ( 310,644 )

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

Other investing activities ( 3,922 ) ( 4,568 ) ( 14,127 )

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Repayment of long-term debt and Revolver ( 860,000 ) ( 610,000 ) ( 1,713,631 )

Debt extinguishment costs (note 23) — ( 11,248 ) —

Debt extinguishment costs ( 24,969 ) — ( 11,248 )

Debt issuance costs ( 17,159 ) — ( 21,806 )

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Purchase of treasury stock ( 111,593 ) ( 64,847 ) ( 12,424 )

Purchase of non-controlling interests — — ( 583 )

Distribution to non-controlling interest ( 396 ) — —

Payments of dividends to shareholders ( 237,655 ) ( 210,662 ) ( 188,712 )

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Foreign exchange gain (loss) on cash held in foreign currencies ( 63,196 ) 29,734 ( 178 )

Increase (decrease) in cash, cash equivalents and restricted cash during the period ( 87,463 ) 753,720 259,552

Cash, cash equivalents and restricted cash at beginning of the period 1,697,263 943,543 683,991

Cash, cash equivalents and restricted cash at end of the period $ 1,609,800 $ 1,697,263 $ 943,543

Increase (decrease) in cash, cash equivalents and restricted cash during the year 86,111 ( 87,463 ) 753,720

Cash, cash equivalents and restricted cash at beginning of the year 1,609,800 1,697,263 943,543

Cash, cash equivalents and restricted cash at end of the year $ 1,695,911 $ 1,609,800 $ 1,697,263

OPEN TEXT CORPORATION

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Total cash, cash equivalents and restricted cash $ 1,695,911 $ 1,609,800 $ 1,697,263

_________________________________

(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).

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We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd.

(OT South Africa) and EC1 Pte.

(GXS Singapore), which as of June 30, 2021, were 70 % and 81 % owned, respectively, by OpenText.

(OT South Africa), which as of June 30, 2022, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

Previously, our ownership in EC1 Pte.

(GXS Singapore) was 81 %.

During the first quarter of Fiscal 2022 (as defined below), we made a final cash distribution of $ 0.4 million to the non-controlling interest holder in GXS Singapore as part of the process to liquidate the subsidiary.

During the year ended June 30, 2022, the liquidation of GXS Singapore was completed.

Throughout this Annual Report on Form 10-K:

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

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

The spread of COVID-19 continues to impact 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.

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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.

2016-13 "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.

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

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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Cash and cash equivalents

Cash and cash equivalents include balances with banks as well as deposits that have terms to maturity of three months or less.

Cash and cash equivalents include balances with banks as well as deposits that have original terms to maturity of three months or less.

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.

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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.

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

In accordance with ASC Topic 326, “Financial Instruments - Credit Losses” (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.

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The following represents the estimated useful lives of property and equipment as of June 30, 2022:

Furniture and fixtures 5 years

Office equipment 5 years

Furniture, equipment and other 5 to 15 years

Computer hardware 3 to 5 years

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Capitalized Software

We capitalize software development costs in accordance with ASC Topic 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal-Use".

We capitalize costs for software to be used internally when we enter the application development stage.

We capitalize software development costs in accordance with ASC Topic 350-40, “Internal-Use Software.” We capitalize costs for software to be used internally when we enter the application development stage.

This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed, and the software will perform the intended function.

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If upgrades and enhancements do not result in additional functionality, those costs are expensed as incurred.

If different determinations are made with respect to whether upgrades or enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially.

If different determinations are made with respect to whether upgrades or

enhancements to software projects would result in additional functionality, then the amount capitalized and the amount charged to expense for that project could differ materially.

We amortize capitalized costs with respect to development projects for internal-use software when the software is ready for use.

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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 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 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.

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.

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

Acquired intangibles

Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions.

Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions.

We amortize acquired technology over its estimated useful life on a straight-line basis.

Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable;

that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged.

These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows.

We amortize customer relationships on a straight-line basis over their estimated useful lives.

We continually evaluate the remaining estimated useful life of our intangible assets being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Impairment of long-lived assets

We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360).

We test long-lived assets or asset groups, such as property and equipment, ROU assets and definite lived intangible assets, for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.

Circumstances which could trigger a review include, but are not limited to:

significant adverse changes in the business climate or legal factors;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;

and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

Recoverability is assessed based on comparing the carrying amount of the asset to the aggregate pre-tax undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group.

Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group.

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 2021, Fiscal 2020 and Fiscal 2019, respectively.

Business combinations

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(i) future expected cash flows from software license sales, cloud SaaS, "desktop as a service" (DaaS) and PaaS contracts, support agreements, consulting agreements and other customer contracts (ii) the acquired company's technology and competitive position, as well as assumptions about the period of time that the acquired technology will continue to be used in the combined company's product portfolio, and (iii) discount rates.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income.

Upon the conclusion of the measurement period or final determination of the values of assets

acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our Consolidated Statements of Income.

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts.

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.

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

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.

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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We perform a qualitative assessment to test our reporting unit's goodwill for impairment.

Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e.

a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed.

Based on our qualitative assessment, if we determine that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed.

In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value.

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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 2022 ( no impairments were recorded for Fiscal 2021 and Fiscal 2020, respectively).

Acquired intangibles

Acquired intangibles consist of acquired technology and customer relationships associated with various acquisitions.

Acquired technology is initially recorded at fair value based on the present value of the estimated net future income-producing capabilities of software products acquired on acquisitions.

We amortize acquired technology over its estimated useful life on a straight-line basis.

Customer relationships represent relationships that we have with customers of the acquired companies and are either based upon contractual or legal rights or are considered separable;

that is, capable of being separated from the acquired entity and being sold, transferred, licensed, rented or exchanged.

These customer relationships are initially recorded at their fair value based on the present value of expected future cash flows.

We amortize customer relationships on a straight-line basis over their estimated useful lives.

Impairment of long-lived assets

We account for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, “Property, Plant, and Equipment” (Topic 360).

Circumstances which could trigger a review include, but are not limited to:

significant adverse changes in the business climate or legal factors;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;

and a current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

Impairment is recognized when the carrying amount is not recoverable and exceeds the fair value of the asset or asset group.

We have no t recorded any significant impairment charges for long-lived assets during Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively.

Derivative financial instruments

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Topic 815 also requires that changes in our derivative financial instruments' fair values be recognized in earnings;

unless specific hedge accounting and documentation criteria are met (i.e.

the instruments are accounted for as hedges).

We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income", net of tax, in our accompanying Consolidated Balance Sheets.

unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).

We recorded the effective portions of the gain or loss on derivative financial instruments that were designated as cash flow hedges in "Accumulated other comprehensive income (loss)", net of tax, in our accompanying Consolidated Balance Sheets.

Any ineffective or excluded portion of a designated cash flow hedge, if applicable, was recognized in our Consolidated Statements of Income.

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Revenue recognition

In accordance with Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

In accordance with ASC Topic 606, we account for a customer contract when we obtain written approval, the contract is committed, the rights of the parties, including the payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue 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

We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions.

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If all the above criteria are met, we use an input-based measure of progress for recognizing professional service revenue.

For example, we may consider total labor hours incurred compared to total expected labor hours.

For example, we may consider total labour hours incurred compared to total expected labour hours.

As a practical expedient, when we invoice a customer at an amount that corresponds directly with the value to the customer of our performance to date, we will recognize revenue at that amount.

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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.

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.

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.

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.

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

Distributors 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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As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised good or service to the customer and when the customer pays for the product or service will be one year or less.

On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however, in determining the transaction price we consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing.

On that basis, our contracts for license and maintenance typically do not contain a significant financing component, however, in determining the transaction price we

consider whether we need to adjust the promised consideration for the effects of the time value of money if the timing of payments provides either the customer or OpenText with a significant benefit of financing.

Our managed services contracts may not include an upfront charge for outsourced professional services performed as part of an implementation and are recovered through an ongoing fee.

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As the services are provided (over time)

Over the contract term, beginning on the date that service is made available (i.e.

"Go live") to the customer (over time)

Over the contract term, beginning on the date that service is made available (i.e., “Go live”) to the customer (over time)

Customer support revenue:

When and if available updates and upgrades and technical support

Ratable over the course of the service term (over time)

When and if available updates and upgrades and technical support Ratable over the course of the service term (over time)

License revenue:

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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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Commissions allocated to maintenance, managed services, on-going hosting arrangements or other recurring services, are capitalized and amortized consistent with the pattern of transfer to the customer of the services over the period expected to benefit from the commission payment.

As commissions paid on renewals are not commensurate with the original sale, the period of benefit considers anticipated renewals.

As commissions paid on renewals are not commensurate with the original sale, the

period of benefit considers anticipated renewals.

The benefit period is estimated to be approximately six years which is based on our customer contracts and the estimated life of our technology.

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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) approximates the fair value due to the relatively short period of time between origination of the instruments and their expected realization.

Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable (trade and accrued liabilities) approximate 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).

We apply the provisions of ASC Topic 820, “Fair Value Measurement” (Topic 820), 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).

Foreign currency

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For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the previous month of the transaction.

The effect of foreign currency translation adjustments are recorded as a component of "Accumulated other comprehensive income".

Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item “Other income (expense), net” for Fiscal 2021, Fiscal 2020 and Fiscal 2019 were ($ 1.3 ) million, ($ 4.2 ) million, and ($ 4.3 ) million, respectively.

The effect of foreign currency translation adjustments are recorded as a component of “Accumulated other comprehensive income (loss).” Transactional foreign currency gains (losses) included in the Consolidated Statements of Income under the line item “Other income (expense), net” for Fiscal 2022, Fiscal 2021 and Fiscal 2020 were $( 2.67 ) million, $( 1.3 ) million, and $( 4.2 ) million, respectively.

Restructuring charges

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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.

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).

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).

Net income per share

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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.

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 antidilutive.

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

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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.

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 (loss)”, 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.

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Accounting Pronouncements Adopted in Fiscal 2022

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).

During Fiscal 2022, we have adopted the following Accounting Standards Update (ASU) that did not have a material impact to our reported financial position, results of operations or cash flows:

• ASU 2019-12 “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”

Business Combinations

In October 2021, the Financial Accounting Standards Board (FASB) issued ASU 2021-08 “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This standard requires contract assets and contract liabilities acquired in a business combination to be recognized and measured as if the acquirer had originated the original contract in accordance with Accounting Standards Codification (ASC) Topic 606.

Previously, contract assets and contract liabilities were measured at fair value.

The standard is effective for us in our fiscal year ending June 30, 2024, with early adoption permitted.

We elected to early adopt the ASU during our second quarter of Fiscal 2022.

Early adoption required retrospective adoption to business combinations completed on or after July 1, 2021 and prospective adoption to business combinations occurring on or after the date of adoption.

There was no retrospective impact of early adoption as we did not have acquisitions during our first quarter of Fiscal 2022.

Acquisitions disclosed in Note 19 “Acquisitions” are in accordance with ASU 2021-08.

The adoption did not have a material impact to our reported financial position, results of operations or cash flows.

NOTE 3— REVENUES

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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:

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

Year Ended June 30,

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Total revenues $ 3,493,844 $ 3,386,115 $ 3,109,736

___________________________

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

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Contract assets are reclassified to accounts receivable when the rights become unconditional.

The balance for our contract assets and contract liabilities (i.e.

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

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

The balance for our contract assets and contract liabilities (i.e., deferred revenues) for the periods indicated below were as follows:

As of June 30, 2022

As of June 30, 2021

Short-term contract assets $ 26,167 $ 25,344

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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, 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, 2022, we reclassified $ 37.1 million (year ended June 30, 2021 - $ 39.2 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the year ended June 30, 2022, 2021 and 2020 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.

Our deferred revenues primarily relate to cloud services and 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, 2022 that was included in the deferred revenue balances at June 30, 2021 was $ 843 million (year ended June 30, 2021 and 2020 —$ 811 million and $ 631 million, respectively).

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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

The following table summarizes the changes in total capitalized costs to obtain a contract, since June 30, 2019:

Capitalized costs to obtain a contract as of June 30, 2019 $ 48,284

New capitalized costs incurred 29,427

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Amortization of capitalized costs ( 26,255 )

Adjustments on account of foreign exchange 1,495

Impact of foreign exchange rate changes ( 3,935 )

Capitalized costs to obtain a contract as of June 30, 2022

During the year ended June 30, 2022, 2021 and 2020 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.

Refer to 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

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Balance as of June 30, 2020 $ 20,906

Bad debt expense 11,461

Adoption of ASC Topic 326 - cumulative effect 3,025

Credit loss expense 7,132

Write-off /adjustments $ ( 8,912 )

Balance as of June 30, 2021

Adoption of Topic 326 - cumulative effect 3,025

Credit loss expense 7,132

Credit loss expense (recovery) ( 1,913 )

Write-off / adjustments ( 3,765 )

Balance of June 30, 2021 $ 22,151

Balance as of June 30, 2022

Included in accounts receivable are unbilled receivables in the amount of $ 47.9 million as of June 30, 2022 (June 30, 2021—$ 51.4 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.

As of June 30, 2022, we have an allowance for credit losses of $ 0.7 million for contract assets (June 30, 2021—$ 0.4 million).

For additional information on contract assets please see Note 3 “Revenues.”

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Depreciation Net

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

Office equipment 2,533 ( 1,244 ) 1,289

Furniture, equipment and other $ 52,381 $ ( 39,643 ) $ 12,738

Computer hardware 332,462 ( 226,341 ) 106,121

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Depreciation Net

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

Office equipment 2,272 ( 1,329 ) 943

Furniture, equipment and other $ 41,074 $ ( 33,744 ) $ 7,330

Computer hardware 313,946 ( 212,448 ) 101,498

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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.

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

Lease Costs and Other Information

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Year Ended June 30,

2022 2021 2020

Operating lease cost $ 62,401 $ 63,068 $ 68,705

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

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:

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

Year Ended June 30,

2022 2021 2020

Cash paid for amounts included in the measurement of operating lease liabilities

$ 70,611 $ 72,871 $ 71,900

Right of use assets obtained in exchange for new operating lease liabilities (1) (2) (3)

$ 39,155 $ 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.

___________________________

(1) The year ended June 30, 2022 excludes the impact of $ 8.1 million of right of use (ROU) assets obtained through the acquisition of Zix Corporation.

See Note 19 “Acquisitions” for further details including expected finalization of preliminary purchase price allocation.

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

These recoveries were recorded in “Special charges (recoveries)” in the Consolidated Statements of Income.

Please see Note 18 “Special Charges (Recoveries).”

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

Maturity of Lease Liabilities

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Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets.

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

The following table summarizes the changes in goodwill:

Balance as of June 30, 2020

Acquisition of XMedius (note 19) 49,633

Acquisition of Carbonite (note 19) 853,162

Acquisition of The Fax Guys (note 19) 1,951

Adjustments relating to acquisitions prior to Fiscal 2021 that had open measurement periods (Note 19)

Adjustments on account of foreign exchange ( 3,774 )

Impact of foreign exchange rate changes 21,319

Balance as of June 30, 2021

Adjustments relating to acquisitions prior to Fiscal 2021 that had open measurement periods (note 19) ( 2,002 )

Acquisition of Zix Corporation (Note 19)

Acquisition of Bricata Inc.

Impact of foreign exchange rate changes ( 37,695 )

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Where applicable, the above balances as of June 30, 2022 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the year ended June 30, 2022.

The impact of this resulted in a reduction of $ 85.9 million to technology assets and $ 54.0 million to customer assets.

The weighted average amortization periods for acquired technology and customer intangible assets are approximately five years and seven years , respectively.

The impact of this resulted in a reduction of $ 91 million to technology assets cost and accumulated amortization.

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and eight years , respectively.

The following table shows the estimated future amortization expense for the fiscal years indicated.

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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, 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").

Our share of net income or losses based on our interest in these investments, which approximates fair value and subject to volatility based on market trends and business conditions, 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, 2022, our share of income (loss) from these investments was $ 58.7 million (year ended June 30, 2021 and 2020 — $ 62.9 million and $ 8.7 million, respectively).

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Senior Notes 2029 850,000 —

Senior Notes 2028 900,000 900,000

Senior Notes 2026 — 850,000

Term Loan B 957,500 967,500

Revolver — 600,000

Total principal payments due 4,257,500 3,617,500

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Debt issuance costs (1)

( 37,933 ) ( 32,711 )

Total amount outstanding 4,219,567 3,588,859

1 unchanged sentence

Term Loan B 10,000 10,000

Revolver — 600,000

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

Non-current portion of long-term debt $ 4,209,567 $ 3,578,859

___________________________

(1) During the year ended June 30, 2022, we recorded $ 17.2 million of debt issuance costs relating to the issuance of Senior Notes 2031 and Senior Notes 2029 (both defined below).

Additionally, upon redemption of Senior Notes 2026

(defined below), $ 6.2 million of unamortized debt issuance costs and ($ 3.8 ) million of the unamortized premium were included in the loss on debt extinguishment.

See Note 23 “Other Income (Expense), Net.”

Senior Unsecured Fixed Rate Notes

Senior Notes 2031

On November 24, 2021, OpenText Holdings, Inc.

a wholly-owned indirect subsidiary of the Company, issued $ 650 million in aggregate principal amount of 4.125 % Senior Notes due 2031 guaranteed by the Company (Senior Notes 2031) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2031 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022.

Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased.

For the year ended June 30, 2022, we recorded interest expense of $ 16.1 million relating to Senior Notes 2031.

Senior Notes 2030

On February 18, 2020, OpenText Holdings, Inc.

a wholly-owned indirect subsidiary of the Company, issued $ 900 million in aggregate principal amount of 4.125 % Senior Notes due 2030 guaranteed by the Company (Senior Notes 2030) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2030 bear interest at a rate of 4.125 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020.

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

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).

For the year ended June 30, 2022, we recorded interest expense of $ 37.1 million relating to Senior Notes 2030 (year ended June 30, 2021 and 2020—$ 37.0 million and $ 13.7 million, respectively).

Senior Notes 2029

On February 18, 2020, we issued $ 900 million in aggregate principal amount of 3.875 % Senior Notes due 2028 (Senior Notes 2028) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.

On November 24, 2021, we issued $ 850 million in aggregate principal amount of 3.875 % Senior Notes due 2029 (Senior Notes 2029) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2029 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2022.

Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased.

For the year ended June 30, 2022, we recorded interest expense of $ 19.8 million relating to Senior Notes 2029.

Senior Notes 2028

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2028 bear interest at a rate of 3.875 % per annum, payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2020.

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

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).

For the year ended June 30, 2022, we recorded interest expense of $ 34.9 million relating to Senior Notes 2028 (year ended June 30, 2021 and 2020—$ 34.8 million and $ 12.9 million, respectively).

Senior Notes 2026

On May 31, 2016, we issued $ 600 million in aggregate principal amount of 5.875 % Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2026 bear interest at a rate of

5.875 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016.

Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

Senior Notes 2026 had 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 would have matured on June 1, 2026.

On December 20, 2016, we issued an additional $ 250 million in aggregate principal amount by reopening our Senior Notes 2026 at an issue price of 102.75 %.

The additional notes have identical terms, are fungible with and are a part of a single series with the previously issued $ 600 million aggregate principal amount of Senior Notes 2026.

The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $ 850 million.

The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, was $ 850 million as of December 9, 2021.

On December 9, 2021, we redeemed Senior Notes 2026 in full at a price equal to 102.9375 % of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

A portion of the net proceeds from the offerings of Senior Notes 2029 and Senior Notes 2031 was used to redeem Senior Notes 2026.

Upon redemption, Senior Notes 2026 were cancelled and any obligation thereunder was extinguished.

The resulting loss of $ 27.4 million, consisting of $ 25.0 million relating to the early termination call premium, $ 6.2 million relating to unamortized debt issuance costs and ($ 3.8 ) million relating to unamortized premium, 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, 2022, we recorded interest expense of $ 21.9 million relating to Senior Notes 2026 (year ended June 30, 2021 and 2020—$ 49.9 million, respectively).

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As of June 30, 2022, the outstanding balance on the Term Loan B bears an interest rate of 2.81 %.

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.

For more information regarding the impact and discontinuance 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, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2022.

Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4 :1 at the end of each financial quarter.

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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 %.

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 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).

As of June 30, 2022, we had no outstanding balance under the Revolver (June 30, 2021— nil ).

For the year ended June 30, 2022 we did not record any interest expense relating to the Revolver (year ended June 30, 2021 and 2020—$ 3.6 million and $ 7.7 million, respectively, relating to amounts previously drawn).

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 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.

This premium is amortized as a reduction to interest expense over the term of Senior Notes 2026 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, Senior Notes 2029, Senior Notes 2030 and Senior Notes 2031 (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 represented the excess of the proceeds received over the face value of Senior Notes 2026.

This premium was amortized as a reduction to interest expense over the term of Senior Notes 2026 using the effective interest method.

The unamortized debt issuance costs and unamortized premium on Senior Notes 2026 were included in the loss on debt extinguishment recognized during our second quarter of Fiscal 2022.

See Note 23 “Other Income (Expense), Net.”

NOTE 12— PENSION PLANS AND OTHER POST RETIREMENT BENEFITS

The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH (GXS GER), GXS Philippines, Inc.

(GXS PHP) and other plans as of June 30, 2021 and June 30, 2020:

(GXS PHP) and other plans as of June 30, 2022 and 2021:

As of June 30, 2022

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

(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").

____________________________

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

Defined Benefit Plans

32 unchanged sentences

Interest cost 427 304 616 1,347 505 364 469 1,338 459 337 368 1,164

Amortization of actuarial (gains) and losses 705 113 ( 1 ) 817 939 244 ( 288 ) 895 696 130 ( 562 ) 264

Amortization of actuarial (gains) losses 475 24 ( 89 ) 410 705 113 ( 1 ) 817 939 244 ( 288 ) 895

Net pension expense $ 1,259 $ 493 $ 2,396 $ 4,148 $ 1,683 $ 683 $ 2,290 $ 4,656 $ 1,970 $ 900 $ 1,327 $ 4,197

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:

In determining the fair value of the pension plan benefit obligations as of June 30, 2022 and 2021, respectively, we used the following weighted-average key assumptions:

As of June 30, 2022 As of June 30, 2021

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Total $ 11,411 $ 26,656 $ 3,840

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

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

Many of these plans were assumed through our acquisitions or are required by local regulatory requirements.

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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, 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).

During the year ended June 30, 2022, we repurchased 2,630,000 Common Shares on the open market at a cost of $ 111.6 million for potential settlement of awards under “Long-Term Incentive Plans” and “Restricted Share Units” or other plans as described below (year ended June 30, 2021 and 2020— 1,455,088 and 300,000 Common Shares, respectively, at a cost of $ 64.8 million and $ 12.4 million, respectively).

During the year ended June 30, 2022, we delivered to eligible participants 491,244 Common Shares that were purchased in the open market in connection with the settlement of awards and other plans (year ended June 30, 2021 and 2020— 509,721 and 480,574 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.

On November 5, 2020, the Board authorized a share repurchase plan (Fiscal 2021 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 November 4, 2021, the Board authorized a share repurchase plan (Fiscal 2022 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.

During the year ended June 30, 2022, we repurchased and cancelled 3,809,559 Common Shares for $ 177.0 million (year ended June 30, 2021— 2,500,000 Common Shares for $ 119.1 million).

Share repurchases during the year ended June 30, 2022 were completed under our share repurchase plans authorized on both November 5, 2020 and November 4, 2021.

Share-Based Payments

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Total share-based compensation expense $ 69,556 $ 51,969 $ 29,532

No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented.

We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

Stock Option Plans

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

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Options Outstanding Options Exercisable

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

Range of Exercise Prices Number of options Outstanding as of June 30, 2022

Life (years) Weighted

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Exercisable as of

June 30, 2021 Weighted

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

June 30, 2022

$ 22.87 — $ 34.48 922,957 1.77 $ 32.04 874,366 $ 31.92

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As of June 30, 2022, an aggregate of 8,820,662 options to purchase Common Shares were outstanding and an additional 9,594,844 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, 2021 and 2020 are as follows:

A summary of activity under our stock option plans for the year ended June 30, 2022 is as follows:

Options Weighted-

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Outstanding at June 30, 2021

8,113,574 $ 40.16 4.88 $ 86,297

Granted 2,553,060 48.20

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Outstanding at June 30, 2022

8,820,662 $ 42.74 4.68 $ 7,111

Exercisable at June 30, 2022

2,892,889 $ 36.94 3.10 $ 6,902

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.

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Average exercise share price $ 48.20 $ 45.76 $ 41.81

Performance Options

During the year ended June 30, 2022, we granted no performance options (during the year ended June 30, 2021 and 2020, 750,000 and nil performance options, respectively).

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:

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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.

Summary of Stock Options and Performance Options

As of June 30, 2022, the total compensation cost related to the unvested stock option awards not yet recognized was $ 40.1 million, which will be recognized over a weighted-average period of 2.8 years.

No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented.

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, 2022 was $ 17.0 million (year ended June 30, 2021 and 2020—$ 25.0 million and $ 26.6 million, respectively).

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Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant.

Target RSUs become vested when an eligible employee remains employed throughout the vesting period.

PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan.

RSUs become vested when an eligible employee remains employed throughout the vesting period.

PSUs and RSUs granted under the LTIP have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan.

We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value.

Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718.

Stock options granted under the LTIP have been measured using the Black-Scholes option-pricing model, consistent with ASC Topic 718.

As of June 30, 2022, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $ 35.0 million, which is expected to be recognized over a weighted average period of 1.9 years.

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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.

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.

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 LTIP 2021.

We settled the LTIP 2021 awards by delivering to eligible participants 349,792 Common Shares that were purchased in the open market at a cost of $ 15.1 million.

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.

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We expect to settle the LTIP 2024 awards in stock.

Restricted Share Units (RSUs)

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.

Performance Share Units (Issued Under LTIP)

A summary of activity under our performance share units issued under long-term incentive plans for the year ended June 30, 2022 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2021

688,462 $ 47.96 1.73 $ 34,974

349,210 71.84

( 145,134 ) 30.39

Forfeited or expired ( 79,601 ) 63.02

Outstanding at June 30, 2022

812,937 $ 61.29 1.89 $ 30,762

__________________________

(1) Performance share units are earned based on market conditions and the actual number of performance units earned, if any, is dependent upon performance and may range from 0 to 200 percent.

Performance share units granted and vested excludes 27,576 shares related to the performance unit payout under the LTIP 2021 plan.

For the periods indicated, the weighted-average fair value of PSUs issued under LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Year Ended June 30,

2022 2021 2020

Weighted–average fair value of performance share units granted $ 69.78 - $ 75.15

$ 44.56 - $ 61.67

$ 41.55 - $ 54.47

Weighted-average assumptions used:

Expected volatility 28.00 % 28.00 % 21.00 %

Risk–free interest rate 0.45 % - 0.71 %

0.15 % - 0.24 %

1.35 % - 1.59 %

Expected dividend yield 1.70 % - 1.80 %

1.70 % 1.70 %

Expected life (in years) 3.10 3.09 3.08

Forfeiture rate (based on historical rates) 7 % 7 % 7 %

Weighted–average fair value of performance share units vested $ 30.39 $ 25.76 $ 23.88

Aggregate intrinsic value of performance share units vested ($ in ‘000’s) $ 10,370 $ 4,286 $ 2,685

As of June 30, 2022, the total expected compensation cost related to the unvested PSU awards not yet recognized was $ 23.0 million, which is expected to be recognized over a weighted average period of 1.9 years.

We expect to settle PSU awards in stock.

Restricted Share Units (Issued Under LTIP)

A summary of activity under our restricted share units issued under long-term incentive plans for the year ended June 30, 2022 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2021

615,160 $ 39.93 1.67 $ 31,250

Granted 246,980 49.91

Vested ( 177,082 ) 37.36

Forfeited or expired ( 73,315 ) 44.59

Outstanding at June 30, 2022

611,743 $ 44.14 1.62 $ 23,148

For the periods indicated, the weighted-average fair value and aggregate intrinsic value of RSUs (issued under LTIP) were as follows:

Year Ended June 30,

2022 2021 2020

Weighted–average fair value of restricted share units granted $ 49.91 $ 43.39 $ 37.34

Weighted–average fair value of restricted share units vested $ 37.36 $ 32.93 $ 29.98

Aggregate intrinsic value of restricted share units vested ($ in 000’s) $ 9,139 $ 7,832 $ 8,184

As of June 30, 2022, the total expected compensation cost related to the unvested RSU awards not yet recognized was $ 11.9 million, which is expected to be recognized over a weighted average period of 1.3 years.

We expect to settle RSU awards in stock.

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).

Restricted Share Units (Other)

In addition to the grants made in connection with the LTIP plans discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements.

During the year ended June 30, 2022, we granted RSUs through a special one-time grant for development, engagement and long-term retention to certain of our non-executive employees.

RSUs (other) vest in tranches over a specified contract date, typically two or three years from the respective date of grants.

A summary of activity under our restricted share units (other) issued for the year ended June 30, 2022 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2021

430,358 $ 45.73 2.50 $ 21,862

Granted 2,470,302 44.81

Vested ( 141,452 ) 45.73

Forfeited or expired ( 165,501 ) 45.05

Outstanding at June 30, 2022

2,593,707 $ 44.90 2.86 $ 98,146

For the periods indicated, the weighted-average fair value and intrinsic value of RSUs (other) were as follows:

Year Ended June 30,

2022 2021 2020

Weighted–average fair value of restricted share units granted $ 44.81 $ 45.73 $ 46.29

Weighted–average fair value of restricted share units vested $ 45.73 $ — $ 34.31

Aggregate intrinsic value of restricted share units vested ($ in 000’s) $ 7,406 $ — $ 132

As of June 30, 2022, the total expected compensation cost related to the unvested RSU awards not yet recognized was $ 91.3 million, which is expected to be recognized over a weighted average period of 2.0 years.

We expect to settle RSU awards in stock.

During the year ended June 30, 2022, we delivered to eligible participants 141,452 Common Shares that were purchased in the open market in connection with the settlement of vested RSUs, at a cost of $ 5.9 million (year ended June 30, 2021 and 2020— nil and 3,334 Common Shares, respectively, with a cost of nil and $ 0.1 million).

Deferred Share Units (DSUs)

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.

The deferred share units are granted to certain non-employee directors.

DSUs are issued under our Deferred Share Unit Plan.

DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs.

No DSUs are payable by us until the director ceases to be a member of the Board.

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).

A summary of activity under our deferred share units issued for the year ended June 30, 2022 is as follows:

Units Weighted-Average

Price Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2021 (1)

806,363 $ 29.49 0.36 $ 40,963

Outstanding at June 30, 2022 (2)

885,701 $ 31.49 0.36 $ 33,515

______________________

(1) Includes 60,011 unvested DSUs.

(2) Includes 55,520 unvested DSUs.

For the periods indicated, the weighted-average fair value and intrinsic value of DSUs were as follows:

Year Ended June 30,

2022 2021 2020

Weighted–average fair value of deferred share units granted $ 50.04 $ 40.15 $ 40.41

Weighted–average fair value of deferred share units vested $ 41.24 $ 41.48 $ 35.17

Aggregate intrinsic value of deferred share units vested ($ in 000’s) $ 4,133 $ 3,109 $ 3,929

During the year ended June 30, 2022, we did not deliver to any eligible participants any of our Common Shares that were purchased in the open market in connection with the settlement of vested DSUs (year ended June 30, 2021 and 2020— 23,640 and nil Common Shares, respectively, with a cost of $ 1.1 million and nil , respectively).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees a purchase price discount of 15 %.

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the year ended June 30, 2022, 931,036 Common Shares were eligible for issuance to employees enrolled in the ESPP (year ended June 30, 2021 and 2020— 769,031 and 742,961 Common Shares, respectively).

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$ 5,468,143 $ 237,062 $ 1,305,652 $ 276,179 $ 3,649,250

_________________________

(1) Includes interest up to maturity and principal payments.

Please see Note 11 “Long-Term Debt” for more details.

(2) For contractual obligations relating to leases and purchase obligations accounted for under Topic 842, please see note 6 "Leases".

(2) For contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, please see Note 6 “Leases.”

Guarantees and Indemnifications

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Contingencies

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.

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.

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, Fiscal 2015 and Fiscal 2016.

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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.

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, and we are continuing to contest these reassessments.

On June 30, 2022, we filed a notice of appeal with the Tax Court of Canada seeking to reverse all such reassessments (including any penalties) in full.

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 CRA has also audited Fiscal 2017 on a basis that we strongly disagree with and are contesting.

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.

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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.

We have made extensive submissions in support of our position.

CRA’s 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 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.

On January 27, 2022, the CRA issued a notice of reassessment in respect of Fiscal 2017 on the basis of its position set forth in the Proposal Letter.

On April 19, 2022, we filed our notice of objection regarding the reassessment in respect of Fiscal 2017.

If 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 strongly disagree with the CRA’s position for Fiscal 2017 and intend to vigorously defend our original filing position, We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 due to the utilization of available tax attributes;

however, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we expect to make certain minimum payments required under Canadian legislation, which may need to be provisionally made starting in Fiscal 2024 while the matter is in dispute.

We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any 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.

The CRA is currently in preliminary stages of auditing Fiscal 2018 and Fiscal 2019.

Carbonite Class Action Complaint

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Ali, and its former Chief Financial Officer, Anthony Folger, in the United States District Court for the District of Massachusetts captioned Ruben A.

Luna, Individually and on Behalf of All Others Similarly Situated v.

Luna, Individually

and on Behalf of All Others Similarly Situated v.

Carbonite, Inc., Mohamad S.

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1:19- cv-11808-LTS) (together with the Luna Complaint, the “Securities Actions”).

On November 21, 2019, the court consolidated the Securities Actions, appointed a lead plaintiff, and designated a lead counsel.

On November 21, 2019, the district court consolidated the Securities Actions, appointed a lead plaintiff, and designated a lead counsel.

On January 15, 2020, the lead plaintiff filed a consolidated amended complaint generally making the same allegations and seeking the same relief as the complaint filed on August 1, 2019.

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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.

Following the hearing, on October 22, 2020, the district 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.

On December 21, 2021, the First Circuit issued a decision reversing and remanding the Securities Actions to the district court for further proceedings.

The defendants remain confident in their position, believe the Securities Actions are without merit and will continue to vigorously defend the matter.

Carbonite vs Realtime Data

On February 27, 2017, prior to our acquisition of Carbonite, a non-practicing entity named Realtime Data LLC (Realtime Data) filed a lawsuit against Carbonite in the U.S.

On February 27, 2017, before our acquisition of Carbonite, a non-practicing entity named Realtime Data LLC (Realtime Data) filed a lawsuit against Carbonite in the U.S.

District Court for the Eastern District of Texas “Realtime Data LLC v.

Carbonite, Inc.

et al (No 6:17-cv-00121-RWS-JDL)", alleging that certain of Carbonite’s cloud storage services infringe upon certain patents held by Realtime Data.

et al (No 6:17-cv-00121-RWS-JDL).” Therein, it alleged that certain of Carbonite’s cloud storage services infringe upon certain patents held by Realtime Data.

Realtime Data’s complaint against Carbonite sought damages in an unspecified amount and injunctive relief.

On December 19, 2017, the U.S.

District Court for the Eastern District of Texas transferred the case to the U.S District Court for the District of Massachusetts (No.

District Court for the Eastern District of Texas transferred the case to the U.S.

District Court for the District of Massachusetts (No.

1:17-cv-12499).

Realtime Data has also filed numerous other patent suits on the asserted patents against other companies around the country.

In one of those suits, filed in the U.S.

District Court for the District of Delaware, the Delaware Court on July 29, 2019 dismissed the lawsuit after declaring invalid three of the four patents asserted by Realtime Data against Carbonite;

that decision was appealed to the U.S.

Realtime Data has also filed numerous other patent suits on the same asserted patents against other companies.

After a stay pending appeal in one of those suits, on January 21, 2021, the district court held a hearing to construe the claims of the asserted patents.

As to the fourth patent asserted against Carbonite, on September 24, 2019, the U.S.

Patent & Trademark Office Patent Trial and Appeal Board invalidated certain claims of that patent, including certain claims that had been asserted against Carbonite.

The parties then jointly stipulated to dismiss that patent from this action.

On August 23, 2021, in one of the suits against other companies, the District of Delaware (No.

1:17-cv-800), held all of the patents asserted against Carbonite to be invalid.

Realtime Data has appealed that decision to the U.S.

Court of Appeals for the Federal Circuit.

By way of Order dated August 19, 2019, the U.S.

District Court for the District of Massachusetts stayed the action against Carbonite pending the aforementioned appeal of the dismissal in the Delaware lawsuit.

On October 23, 2020, the Appeals Court vacated and remanded the Delaware Court’s decision.

Following the Appeals Court's decision, the Massachusetts District Court lifted the stay on the action against Carbonite.

On January 21, 2021, the Court held a hearing to construe the claims of the asserted patents.

As to the fourth patent asserted against Carbonite, the U.S.

Patent & Trademark Office Patent Trial and Appeal Board on September 24, 2019 invalidated certain claims of that patent, including certain claims that had been asserted against Carbonite, and the parties jointly stipulated to dismiss the patent from the action.

No trial date has been set in the action against Carbonite.

We are vigorously defending the matter.

We continue to vigorously defend the matter, and the U.S.

District Court for the District of Massachusetts has issued a claim construction order.

We anticipate motion practice based upon the result of that order.

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

Please also see Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for Fiscal 2022.

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 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 effective tax rate decreased to a provision of 23.0 % for the year ended June 30, 2022, compared to a provision of 52.2 % for the year ended June 30, 2021.

Tax expense decreased from $ 339.9 million during the year ended June 30, 2021 to $ 118.8 million during the year ended June 30, 2022.

This was primarily due to (i) a decrease of $ 300.6 million related to IRS settlements in Fiscal 2021, (ii) a decrease of $ 37.5 million related to lower net income before taxes, (iii) a decrease of $ 10.8 million related to passive income from foreign subsidiaries, (iv) a decrease of $ 9.6 million related to tax accruals on unremitted earnings and (v) a decrease of $ 8.0 million for BEAT.

These were partially offset by (i) an increase of $ 94.3 million for changes in unrecognized tax benefits, (ii) a net increase of $ 46.8 million related to internal reorganizations and (iii) an increase of $ 3.5 million for change in valuation allowance.

The remainder of the difference was due to normal course movements and non-material items.

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Effect of withholding taxes 6,617 8,500 8,036

Difference in tax filings from provision ( 2,162 ) 933 ( 250 )

Effect of tax credits for research and development ( 12,330 ) ( 16,086 ) ( 14,947 )

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As of June 30, 2022, we have $ 325.1 million of domestic non-capital loss carryforwards.

In addition, we have $ 413.0 million of foreign non-capital loss carryforwards of which $ 73.1 million have no expiry date.

In addition, we have $ 746.0 million of foreign non-capital loss carryforwards, which includes $ 230.4 million of U.S.

state loss carryforwards.

$ 104.4 million of the foreign non-capital loss carryforwards have no expiry date, which includes $ 14.3 million of U.S.

state loss carryforwards.

The remainder of the domestic and foreign losses expire between 2023 and 2042.

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Capital loss carryforwards — 5,570

Undeducted scientific research and development expenses 197,791 160,354

Capitalized scientific research and development expenses 121,771 85,553

Depreciation and amortization 314,168 391,974

Restructuring costs and other reserves 19,561 24,919

Capitalized inventory and intangible expenses 43,129 —

Research and development and investment tax credits 104,183 97,157

Lease liabilities 40,486 40,598

Deferred revenue 9,288 11,388

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Deferred tax liabilities

Scientific research and development tax credits $ ( 15,080 ) $ ( 14,361 )

Right of use asset ( 31,452 ) ( 35,038 )

Other ( 93,049 ) ( 102,882 )

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Increases on account of prior year positions 27,398

Decreases on account of prior year positions ( 694 )

Decreases due to settlements with tax authorities ( 3,830 )

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Unrecognized tax benefits as of June 30, 2022

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.

Included in the above tabular reconciliation are unrecognized tax benefits of $ 23.4 million relating to tax attributes in which the unrecognized tax benefit has been recorded as a reduction to the deferred tax asset.

The net unrecognized tax benefit excluding these deferred tax assets is $ 30.7 million as of June 30, 2022 (June 30, 2021—$ 29.9 million).

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2022 2021 2020

Interest expense (recoveries) $ 44,657 $ 5,764 $ 10,512

Penalties expense (recoveries) 1,125 327 945

Interest expense $ 419 $ 44,657 $ 5,764

Penalties expense 1,739 1,125 327

Total $ 2,158 $ 45,782 $ 6,091

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$ 3,569 $ 2,605

___________________________________________

(1) These balances are primarily included within “Long-term income taxes payable” within the Consolidated Balance Sheets.

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Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

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, Austria, Italy, France, and the Philippines.

The earliest fiscal years open for examination are 2012 for Canada, 2016 for the United States and 2012 for Germany.

As of December 31, 2021, the Fiscal 2015 and Fiscal 2016 tax years for Luxembourg became statute barred.

We are subject to income tax audits in all major taxing jurisdictions in which we operate and currently have income tax audits open in Canada, the United States, Germany, India France, South Africa, Switzerland, 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.

Statements regarding the United States and Canada audits are included in note 14 "Guarantees and Contingencies".

Statements regarding the Canada audits are included in Note 14 “Guarantees and Contingencies.”

The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued.

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We cannot currently provide an estimate of the range of possible outcomes.

For more information relating to certain tax audits, please refer to note 14 "Guarantees and Contingencies".

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.

For more information relating to certain income tax audits, please refer to Note 14 “Guarantees and Contingencies.”

As of June 30, 2022, we have recognized a provision of $ 19.9 million (June 30, 2021—$ 27.5 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.

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It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future.

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.” 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.

NOTE 16— FAIR VALUE MEASUREMENT

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis:

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:

Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2022 and 2021:

June 30, 2022 June 30, 2021

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Fair Market Measurements using:

June 30, 2021 Quoted prices

Quoted prices

(liabilities) Significant

inputs Significant

inputs June 30, 2020 Quoted prices

inputs Quoted prices

(liabilities) Significant

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(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:

Financial Assets (Liabilities):

Foreign currency forward contracts designated as cash flow hedges (Note 17)

$ ( 892 ) $ — $ ( 892 ) $ — $ 1,131 $ — $ 1,131 $ —

Total $ ( 892 ) $ — $ ( 892 ) $ — $ 1,131 $ — $ 1,131 $ —

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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 (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.

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, 2022, 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 (loss) into earnings with the next twelve months.

As of June 30, 2022, the notional amount of forward contracts we held to sell U.S.

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Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ ( 892 ) $ 1,131

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) (Loss)

Year Ended June 30, 2022

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2022 2021 2020

Fiscal 2022 Restructuring Plan $ 25,778 $ — $ —

COVID-19 Restructuring Plan ( 3,625 ) ( 8,929 ) 53,616

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Total $ 46,873 $ 1,748 $ 100,428

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.

Fiscal 2022 Restructuring Plan

During the third quarter of Fiscal 2022, as part of our return to office planning, we made a strategic decision to implement restructuring activities to streamline our operations and further reduce our real estate footprint around the world (Fiscal 2022 Restructuring Plan).

The Fiscal 2022 Restructuring Plan charges will relate to facility costs and workforce reductions.

Facility costs will include 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.

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 year ended June 30, 2022, we recognized cost of $ 23.5 million related to abandoned office space that have been early terminated or assigned to a third party, of which $ 17.8 million was related to the write-off of right of use assets.

As of June 30, 2022, we expect total costs to be incurred in connection with the Fiscal 2022 Restructuring Plan to be approximately $ 32.0 million to $ 37.0 million, of which $ 25.8 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, 2022 is shown below.

Fiscal 2022 Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2021

Accruals and adjustments 2,138 5,690 7,828

Cash payments ( 1,117 ) ( 219 ) ( 1,336 )

Foreign exchange and other non-cash adjustments ( 32 ) ( 61 ) ( 93 )

Balance payable as of June 30, 2022

$ 989 $ 5,410 $ 6,399

COVID-19 Restructuring Plan

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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.

During the year ended June 30, 2022, we recorded net recoveries of $ 3.6 million, related primarily to abandoned facilities.

During the year ended June 30, 2021, we recorded net recoveries of $ 16.0 million, related to office space that was abandoned during the fourth quarter of Fiscal 2020 and has since been early terminated or assigned to a third party.

Included in these recoveries are $ 12.5 million, related to the reversal of lease liabilities (see Note 6 “Leases”), with the remainder related to other facility charges and recoveries.

Additionally, during the year ended June 30, 2021, we incurred $ 7.1 million of charges related to abandoned facilities, workforce reductions and the write-off of fixed assets.

Since the inception of the COVID-19 Restructuring Plan, $ 41.1 million has been recorded within “Special charges (recoveries)” to date.

We do not expect to incur any further significant charges relating to the COVID-19 Restructuring Plan.

A reconciliation of the beginning and ending restructuring liability, which is included within “Accounts payable and accrued liabilities” and “Long-term accrued liabilities” in our Consolidated Balance Sheets, for the year ended June 30, 2022 is shown below.

COVID-19 Restructuring Plan Workforce reduction Facility charges Total

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Balance payable as of June 30, 2021

$ 255 $ 4,010 $ 4,265

Accruals and adjustments ( 101 ) ( 2,254 ) ( 2,355 )

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Balance payable as of June 30, 2022

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.

$ — $ 1,009 $ 1,009

Fiscal 2020 Restructuring Plan

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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.

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.

During the year ended June 30, 2022, we recorded immaterial charges and net recoveries of $ 0.1 million related to abandoned facilities and workforce reductions.

During the year ended June 30, 2021, we recorded net recoveries of $ 13.5 million related to office space that was abandoned during the fourth quarter of Fiscal 2020 and has since been early terminated or assigned to a third party.

Included in these recoveries are $ 10.1 million related to the reversal of lease liabilities (see note 6 “Leases”), with the remainder related to other facility charges and recoveries.

Additionally, during the year ended June 30, 2021, we recognized a net recovery of $ 17.2 million related to abandoned facilities, workforce reductions and the write-off of fixed assets.

Since the inception of the Fiscal 2020 Restructuring Plan, $ 30.2 million has been recorded within “Special charges (recoveries)” to date.

We do not expect to incur any further significant charges relating to the Fiscal 2020 Restructuring Plan.

Fiscal 2020 Restructuring Plan Workforce reduction Facility charges Total

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Balance payable as of June 30, 2021

$ 2,217 $ 1,866 $ 4,083

Accruals and adjustments ( 226 ) 44 ( 182 )

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Balance payable as of June 30, 2022

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.

$ — $ 1,601 $ 1,601

Acquisition-related costs

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Other charges (recoveries)

For the year ended June 30, 2021, "Other charges" includes $ 1.2 million relating to other miscellaneous charges.

For the year ended June 30, 2022, “Other charges” includes $ 15.4 million related to pre-acquisition equity incentives, which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions”) and $ 2.7 million, respectively, related to other miscellaneous charges.

For the year ended June 30, 2021, “Other charges” includes $ 1.2 million related 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.

NOTE 19— ACQUISITIONS

Fiscal 2022 Acquisitions

Acquisition of Zix Corporation

On December 23, 2021, we acquired all of the equity interest in Zix Corporation (Zix), a leader in software as a service (SaaS) based email encryption, threat protection and compliance cloud solutions for small and medium-sized businesses (SMB).

Total consideration for Zix was $ 894.5 million paid in cash, inclusive of cash acquired and $ 18.6 million relating to the cash settlement of pre-acquisition vested share-based compensation that was previously accrued but since paid as of June 30, 2022.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

We believe the acquisition increases our position in the data protection, threat management, email security and compliance solutions spaces.

The results of operations of Zix have been consolidated with those of OpenText beginning December 23, 2021.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired, and liabilities assumed, based on their preliminary fair values as of December 23, 2021, are set forth below:

Current assets (inclusive of cash acquired of $ 38.3 million)

Non-current tangible assets 13,557

Intangible customer assets 212,400

Intangible technology assets 92,650

Liabilities assumed ( 79,621 )

Total identifiable net assets 313,429

Goodwill 581,032

Net assets acquired $ 894,461

The goodwill of $ 581.0 million is primarily attributable to the synergies expected to arise after the acquisition.

There is $ 103.7 million of goodwill that is deductible for tax purposes.

The fair value of current assets acquired includes accounts receivable with a fair value of $ 28.4 million.

The gross amount receivable was $ 32.7 million, of which $ 4.3 million is expected to be uncollectible.

Acquisition-related costs for Zix included in “Special charges (recoveries)” in the Consolidated Financial Statements for the year ended June 30, 2022 were $ 2.9 million.

Pre-acquisition equity incentives of $ 26.3 million were replaced upon acquisition by equivalent value cash settlements to be settled in accordance with the original vesting dates, primarily over the next two years .

Of these equity incentives, $ 15.4 million for the year ended June 30, 2022 were included in “Special charges (recoveries).”

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 December 31, 2022.

Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2022.

Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations.

Acquisition of Bricata Inc.

On November 24, 2021, we acquired all of the equity interest in Bricata Inc.

(Bricata) for $ 17.8 million.

In accordance with Topic 805, this acquisition was accounted for as a business combination.

We believe the acquisition strengthens our OpenText Security and Protection Cloud with Network Detection and Response technologies.

The results of operations of Bricata have been consolidated with those of OpenText beginning November 24, 2021.

Since the date of acquisition, the acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2022.

Pro forma results of operations for this acquisition have not been presented because they are not material to our consolidated results of operations.

Fiscal 2020 Acquisitions

Acquisition of XMedius

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The goodwill of $ 48.8 million is primarily attributable to the synergies expected to arise after the acquisition.

Of this goodwill, $ 0.1 million is expected to be deductible for tax purposes.

Of this goodwill, $ 0.1 million was expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 18.5 million, which represents our estimate of the fair value of the contractual obligations assumed based on a valuation.

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The fair value of current assets acquired includes accounts receivable with a fair value of $ 6.3 million.

The gross amount receivable was $ 6.6 million, of which $ 0.3 million is expected to be uncollectible.

The gross amount receivable was $ 6.6 million, of which $ 0.3 million was expected to be uncollectible.

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.

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The results of operations of The Fax Guys have been consolidated with those of OpenText beginning December 2, 2019.

Fiscal 2019 Acquisitions

Acquisition of Catalyst Repository Systems Inc.

On January 31, 2019, we acquired all of the equity interest in Catalyst, a leading provider of eDiscovery that designs, develops and supports market-leading cloud eDiscovery software.

Total consideration for Catalyst was $ 71.4 million, of which $ 70.8 million was paid in cash and $ 0.6 million is currently held back and unpaid in accordance with the purchase agreement.

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 January 31, 2019.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 31, 2019, are set forth below:

Current assets $ 9,699

Non-current tangible assets 5,754

Intangible customer assets 30,607

Intangible technology assets 11,658

Liabilities assumed ( 17,891 )

Total identifiable net assets 39,827

Goodwill 31,607

Net assets acquired $ 71,434

The goodwill of $ 31.6 million is primarily attributable to the synergies expected to arise after the acquisition.

Of this goodwill, $ 3.1 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 0.8 million, which represents our estimate of the fair value of the contractual obligations assumed based on a valuation.

In arriving at this fair value, we reduced the acquired company’s original carrying value by an insignificant amount.

The fair value of current assets acquired includes accounts receivable with a fair value of $ 10.8 million.

The gross amount receivable was $ 11.8 million, of which $ 1.0 million was expected to be uncollectible.

The finalization of the purchase price allocation during the year ended June 30, 2020 resulted in an adjustment to amounts previously disclosed of $ 0.6 million.

Acquisition of Liaison Technologies, Inc.

On December 17, 2018, we acquired all of the equity interest in Liaison, a leading provider of cloud-based business to business integration, for $ 310.6 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 December 17, 2018.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of December 17, 2018, are set forth below:

Current assets $ 23,006

Non-current tangible assets 5,168

Intangible customer assets 68,300

Intangible technology assets 107,000

Liabilities assumed ( 57,265 )

Total identifiable net assets 146,209

Goodwill 164,434

Net assets acquired $ 310,643

The goodwill of $ 164.4 million is primarily attributable to the synergies expected to arise after the acquisition.

Of this goodwill, $ 2.2 million is expected to be deductible for tax purposes.

Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 7.6 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 an insignificant amount.

The fair value of current assets acquired includes accounts receivable with a fair value of $ 20.5 million.

The gross amount receivable was $ 22.2 million, of which $ 1.7 million was expected to be uncollectible.

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.

NOTE 20— SEGMENT INFORMATION

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Total revenues $ 3,493,844 $ 3,386,115 $ 3,109,736

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

________________________________

(1) Total revenues by geographic area are determined based on the location of our direct customer.

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

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

As of June 30, 2022

As of June 30, 2021

Long-lived assets:

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Total $ 1,518,049 $ 1,655,387

_______________________________

(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

NOTE 21— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Foreign Currency Translation Adjustments Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

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 ( 3,882 ) 1,510 ( 7,149 ) ( 9,521 )

Total other comprehensive income (loss) net ( 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 ( 7,784 ) ( 677 ) 2,162 ( 6,299 )

Total other comprehensive income (loss) net 42,440 966 5,007 48,413

Balance as of June 30, 2021

75,408 830 ( 10,000 ) 66,238

Other comprehensive income (loss) before reclassifications, net of tax ( 78,724 ) ( 1,859 ) 5,595 ( 74,988 )

Amounts reclassified into net income, net of tax — 373 718 1,091

Total other comprehensive income (loss) net, for the period 42,440 966 5,007 48,413

Total other comprehensive income (loss) net ( 78,724 ) ( 1,486 ) 6,313 ( 73,897 )

Balance as of June 30, 2022

$ ( 3,316 ) $ ( 656 ) $ ( 3,687 ) $ ( 7,659 )

NOTE 22— SUPPLEMENTAL CASH FLOW DISCLOSURES

5 unchanged sentences

$ 116,583 $ 400,137 $ 94,733

(1) Included for the year ended June 30, 2021 is cash paid of $ 299.6 million relating to the IRS Settlement.

_____________________________

(1) Included for the year ended June 30, 2021 is cash paid of $ 299.6 million relating to settlements with the IRS.

Please see Note 15 “Income Taxes” for additional details.

9 unchanged sentences

Total other income (expense), net $ 29,118 $ 61,434 $ ( 11,946 )

(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.

____________________________

(1) Represents our share in net income of equity investees, which approximates fair value and subject to volatility based on market trends and business conditions, 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.

(2) On December 9, 2021, we redeemed Senior Notes 2026 in full, which resulted in a loss on debt extinguishment of $ 27.4 million.

Of this, $ 25.0 million related to the early termination call premium, $ 6.2 million related to unamortized debt issuance costs and ($ 3.8 ) million related to unamortized premium (see Note 11 “Long-Term Debt” for more details).

NOTE 24— EARNINGS PER SHARE

16 unchanged sentences

4,927 4,147 3,001

____________________________________

(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.

8 unchanged sentences

During the year ended June 30, 2022, 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.

Stephen Sadler, a member of the Board of Directors, earned $ 0.4 million (year ended June 30, 2021 and 2020 — $ 37 thousand and $ 0.7 million) 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

NOTE 26— SUBSEQUENT EVENTS

Cash Dividends

35 unchanged sentences

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