What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-31 compared with 2024-05-02 · 296 added, 679 removed, 862 unchanged (53% of the section changed)

4 unchanged sentences

dollars, except share data)

March 31, 2024 June 30, 2023

September 30, 2024 June 30, 2024

ASSETS (Unaudited)

Cash and cash equivalents $ 1,000,219 $ 1,280,662

Accounts receivable trade, net of allowance for credit losses of $ 11,390 as of March 31, 2024 and $ 13,828 as of June 30, 2023 (Note 4)

Accounts receivable trade, net of allowance for credit losses of $ 14,509 as of September 30, 2024 and $ 12,108 as of June 30, 2024

592,614 626,189

5 unchanged sentences

220,425 242,911

Assets held for sale (Note 19)

Total current assets 1,980,094 2,277,325

Property and equipment (Note 5)

Property and equipment, net of accumulated depreciation of $ 768,438 as of September 30, 2024 and $ 751,174 as of June 30, 2024

365,451 367,740

26 unchanged sentences

74,948 235,666

Liabilities held for sale (Note 19)

Total current liabilities 2,499,539 2,800,494

17 unchanged sentences

Share capital and additional paid-in capital (Note 11)

272,561,685 and 270,902,571 Common Shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively;

265,545,938 and 267,800,517 Common Shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively;

authorized Common Shares:

3 unchanged sentences

Retained earnings 2,065,221 2,119,159

Treasury stock, at cost ( 3,376,994 and 3,536,375 shares at March 31, 2024 and June 30, 2023, respectively)

Treasury stock, at cost ( 3,899,507 and 3,135,980 shares at September 30, 2024 and June 30, 2024, respectively)

( 145,646 ) ( 123,268 )

10 unchanged sentences

(In thousands of U.S.

dollars, except share and per share data)

Three Months Ended

March 31, Nine Months Ended

2024 2023 2024 2023

dollars and shares, except per share data)

Three Months Ended September 30,

Revenues (Note 3):

30 unchanged sentences

86,305 91,298

Provision for (recovery of) income taxes (Note 15)

6,028 ( 12,420 ) 24,434 71,979

Net income for the period

Provision for income taxes (Note 13)

$ 84,422 $ 80,946

7 unchanged sentences

$ 0.32 $ 0.30

Weighted average number of Common Shares outstanding—basic (in '000's) 272,272 270,441 271,671 270,143

Weighted average number of Common Shares outstanding—diluted (in '000's) 273,033 270,650 272,349 270,173

Weighted average number of Common Shares outstanding—basic

267,400 271,178

Weighted average number of Common Shares outstanding—diluted

267,821 271,902

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of U.S.

Three Months Ended

March 31, Nine Months Ended

2024 2023 2024 2023

Net income for the period

Three Months Ended September 30,

$ 84,422 $ 80,946

5 unchanged sentences

(Gain) loss reclassified into net income—net of tax (2)

118 699 455 2,388

Unrealized gain (loss) on available-for-sale financial assets:

Unrealized gain (loss)—net of tax (3)

90 ( 900 ) 319 ( 900 )

Actuarial gain (loss) relating to defined benefit pension plans:

2 unchanged sentences

Amortization of actuarial (gain) loss into net income—net of tax (5)

115 35 417 109

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

Total other comprehensive loss, net

( 4,837 ) ( 16,466 )

6 unchanged sentences

______________________

(1) Net of tax expense (recovery) of ($ 589 ) and $ 15 for the three months ended March 31, 2024 and 2023, respectively;

$( 704 ) and $( 844 ) for the nine months ended March 31, 2024 and 2023, respectively.

(2) Net of tax expense (recovery) of $ 42 and $ 252 for the three months ended March 31, 2024 and 2023, respectively;

$ 163 and $ 861 for the nine months ended March 31, 2024 and 2023, respectively.

(3) Net of tax expense (recovery) of $ 24 and ($ 238 ) for the three months ended March 31, 2024 and 2023, respectively;

$ 84 and ($ 238 ) for the nine months ended March 31, 2024 and 2023, respectively.

(4) Net of tax expense (recovery) of $ — and $( 892 ) for the three months ended March 31, 2024 and 2023, respectively;

$ 110 and $ 318 for the nine months ended March 31, 2024 and 2023, respectively.

(5) Net of tax expense (recovery) of $ 50 and $ 25 for the three months ended March 31, 2024 and 2023, respectively;

$ 175 and $ 76 for the nine months ended March 31, 2024 and 2023, respectively .

(1) Net of tax expense (recovery) of $ 236 and $( 664 ) for the three months ended September 30, 2024 and 2023, respectively.

(2) Net of tax expense (recovery) of $ 94 and $ 3 for the three months ended September 30, 2024 and 2023, respectively.

(3) Net of tax expense (recovery) of $ 207 and $( 59 ) for the three months ended September 30, 2024 and 2023, respectively.

(4) Net of tax expense (recovery) of $( 43 ) and $ 19 for the three months ended September 30, 2024 and 2023, respectively.

(5) Net of tax expense (recovery) of $ 92 and $ 75 for the three months ended September 30, 2024 and 2023, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

dollars and shares)

Three Months Ended March 31, 2024

Three Months Ended September 30, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

3 unchanged sentences

Shares Amount Shares Amount

Balance as of December 31, 2023

Balance as of June 30, 2024

267,801 $ 2,271,886 ( 3,136 ) $ ( 123,268 ) $ 2,119,159 $ ( 69,619 ) $ 1,523 $ 4,199,681

3 unchanged sentences

Share-based compensation — 29,446 — — — — — 29,446

Purchase of treasury stock — — ( 824 ) ( 25,010 ) — — — ( 25,010 )

Issuance of treasury stock — ( 1,930 ) 60 2,632 ( 702 ) — — —

Repurchase of Common Shares ( 2,649 ) ( 19,215 ) — — ( 67,266 ) — — ( 86,481 )

Dividends declared

3 unchanged sentences

Net income for the period

Balance as of March 31, 2024

— — — — 84,368 — 54 84,422

Three Months Ended March 31, 2023

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of December 31, 2022

270,235 $ 2,092,079 ( 3,295 ) $ ( 142,126 ) $ 2,171,236 $ ( 1,028 ) $ 1,223 $ 4,121,384

Issuance of Common Shares

Under employee stock option plans 16 479 — — — — — 479

Under employee stock purchase plans 228 5,776 — — — — — 5,776

Share-based compensation — 36,505 — — — — — 36,505

Issuance of treasury stock — ( 4,496 ) 79 3,426 — — — ( 1,070 )

Dividends declared

($ 0.24299 per Common Share)

— — — — ( 65,454 ) — — ( 65,454 )

Other comprehensive income (loss) - net — — — — — ( 32,086 ) — ( 32,086 )

Net income for the period — — — — 57,556 — 57 57,613

Balance as of March 31, 2023

Balance as of September 30, 2024

265,546 $ 2,290,191 ( 3,900 ) $ ( 145,646 ) $ 2,065,221 $ ( 74,456 ) $ 1,577 $ 4,136,887

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S.

dollars and shares)

Nine Months Ended March 31, 2024

Three Months Ended September 30, 2023

Common Shares and Additional Paid in Capital Treasury Stock Retained

16 unchanged sentences

Net income for the period

Balance as of March 31, 2024

— — — — 80,901 — 45 80,946

Nine Months Ended March 31, 2023

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Comprehensive

Income Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of June 30, 2022

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

Issuance of Common Shares

Under employee stock option plans 88 2,473 — — — — — 2,473

Under employee stock purchase plans 868 22,997 — — — — — 22,997

Share-based compensation — 88,535 — — — — — 88,535

Issuance of treasury stock — ( 22,336 ) 490 21,266 — — — ( 1,070 )

Dividends declared

($ 0.72897 per Common Share)

— — — — ( 195,844 ) — — ( 195,844 )

Other comprehensive income (loss) - net — — — — — ( 25,455 ) — ( 25,455 )

Net income for the period — — — — 199,113 — 138 199,251

Balance as of March 31, 2023

Balance as of September 30, 2023

271,228 $ 2,216,921 ( 4,753 ) $ ( 196,119 ) $ 2,062,107 $ ( 70,025 ) $ 1,374 $ 4,014,258

3 unchanged sentences

(In thousands of U.S.

Nine Months Ended March 31,

Three Months Ended September 30,

Cash flows from operating activities:

Net income for the period

$ 84,422 $ 80,946

5 unchanged sentences

Write-off of right of use assets — 4,715

Loss on extinguishment of debt 10,803 8,152

Loss on sale and write down of property and equipment, net

Deferred taxes ( 42,150 ) ( 88,630 )

Share in net loss of equity investees

Share in net (income) loss of equity investees

( 455 ) 9,696

9 unchanged sentences

Operating lease assets and liabilities, net ( 7,403 ) ( 6,113 )

Net cash provided by operating activities

Net cash provided by (used in) operating activities

( 77,806 ) 47,121

1 unchanged sentence

Additions of property and equipment ( 39,316 ) ( 37,539 )

Micro Focus acquisition

( 9,272 ) ( 5,655,606 )

Realized gain on financial instruments

Purchase of Micro Focus, net of cash acquired

Proceeds from net investment hedge derivative contracts

5 unchanged sentences

stock options and ESPP

57,027 25,172

Proceeds from long-term debt and Revolver — 4,927,450

Repayment of long-term debt and Revolver ( 8,963 ) ( 186,463 )

Net change in transition services agreement obligation

Debt issuance costs — ( 1,961 )

Repurchase of Common Shares ( 87,403 ) —

Purchase of treasury stock ( 25,000 ) ( 53,085 )

Payments of dividends to shareholders ( 69,061 ) ( 66,965 )

Other financing activities ( 1,447 ) ( 2,193 )

Net cash provided by (used in) financing activities

Net cash used in financing activities

( 185,273 ) ( 297,021 )

9 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash:

March 31, 2024 March 31, 2023

September 30, 2024 September 30, 2023

Cash and cash equivalents $ 1,000,219 $ 919,850

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended March 31, 2024

For the Three Months Ended September 30, 2024

(Tabular amounts in thousands of U.S.

2 unchanged sentences

The accompanying Condensed Consolidated Financial Statements include the accounts of Open Text Corporation and our subsidiaries, collectively referred to as “OpenText” or the “Company.” We wholly own all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd.

(OT South Africa), which as of March 31, 2024, was 70 % owned by OpenText.

(OT South Africa), which as of September 30, 2024, was 70 % owned by OpenText.

All intercompany balances and transactions have been eliminated.

The following Fiscal Year terms are used throughout this Quarterly Report on Form 10-Q:

Fiscal Year Beginning Date Ending Date

July 1, 2024 June 30, 2025

July 1, 2023 June 30, 2024

July 1, 2022 June 30, 2023

July 1, 2021 June 30, 2022

July 1, 2020 June 30, 2021

July 1, 2019 June 30, 2020

July 1, 2018 June 30, 2019

July 1, 2017 June 30, 2018

July 1, 2016 June 30, 2017

July 1, 2015 June 30, 2016

July 1, 2014 June 30, 2015

July 1, 2013 June 30, 2014

July 1, 2012 June 30, 2013

July 1, 2011 June 30, 2012

The Company's fiscal year begins on July 1 and ends on June 30.

Unless otherwise noted, any reference to a year preceded by the word “Fiscal” refers to the fiscal year ended June 30 of that year.

For example, references to “Fiscal 2025” refer to the fiscal year ended June 30, 2025.

These Condensed Consolidated Financial Statements are expressed in U.S.

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

The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the consolidated financial results of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus), with effect from February 1, 2023 (see below and Note 19 “Acquisitions and Divestitures” for more details).

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

Beginning in the first quarter of Fiscal 2025, the Company reclassified expenses of $ 8.2 million for the three months ended September 30, 2023 that were previously included within Research and development to Sales and marketing in the Condensed Consolidated Statements of Income to provide a better representation of the function of the expenses and reclassified prior period information to conform to the current presentation.

Use of estimates

5 unchanged sentences

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

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

Acquisition of Micro Focus

On January 31, 2023, we acquired all of the issued and to be issued share capital of Micro Focus (the Micro Focus Acquisition) for a total purchase price of $ 6.2 billion, inclusive of Micro Focus’ cash and repayment of Micro Focus’ outstanding indebtedness.

The results of operations of Micro Focus have been consolidated with those of OpenText with effect from February 1, 2023.

See Note 19 “Acquisitions and Divestitures” for more details.

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

Divestiture of AMC Business

On May 1, 2024, the Company completed the previously announced sale of its Application Modernization and Connectivity (AMC) business to Rocket Software, Inc.

On May 1, 2024, the Company completed the sale of its Application Modernization and Connectivity (AMC) business to Rocket Software, Inc.

(Rocket Software), for $ 2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture).

For the three and nine months ended March 31, 2024, the results of the AMC business were recorded and presented within our Condensed Consolidated Financial Statements.

See Note 25 “Subsequent Events” for more details.

As of March 31, 2024, the Company determined that the assets and liabilities of the AMC business met the criteria for held for sale classification and the respective assets and liabilities have been reclassified to Assets held for sale and Liabilities held for sale reported in our Condensed Consolidated Balance Sheets.

The Company has determined that the AMC business does not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction does not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Condensed Consolidated Statements of Income.

The Company expects that the sale proceeds less costs to sell will exceed the carrying value of the net assets for the AMC business.

The carrying value is subject to change based on developments leading up to the closing date.

See Note 17 “Acquisitions and Divestitures” for more details.

The Company determined that the AMC business did not constitute a component, as its operations and cash flows could not be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs.

Therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business were presented within Income from operations in our Condensed Consolidated Statements of Income up to the date of disposition.

NOTE 2— ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Policies

Held for Sale Classification

Assessments for held for sale accounting classification are performed by the Company when events or changes in business circumstances indicate that a change in classification may be necessary.

The Company classifies assets and liabilities to be disposed of as held for sale in the period in which they are available for immediate sale in their present condition and when the sale is probable and expected to be completed within one year.

Assets and liabilities classified as held for sale are presented separately within current assets and liabilities in our Condensed Consolidated Balance Sheets and are measured at the lower of their carrying amount or fair value less costs to sell.

Further, the Company ceases to record depreciation and amortization expense on assets that are classified as held for sale.

The Company has classified Assets held for sale and Liabilities held for sale as of March 31, 2024 related to the AMC Divestiture.

Accounting Pronouncements Adopted in Fiscal 2025

During Fiscal 2024, we have adopted the following Accounting Standards Updates (ASU):

Supplier Financing Program Obligations

In September 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-04 “Liabilities-Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.” This standard requires companies that participate in supplier finance programs in connection with the procurement of goods or services to disclose quantitative and qualitative information about the programs.

We adopted this ASU as of July 1, 2023, which did not have a material impact on our Condensed Consolidated Financial Statements and related disclosures, as we had no material supplier finance program obligations as of March 31, 2024.

During Fiscal 2025, we have not adopted any accounting pronouncements that have had a material impact to our Condensed Consolidated Financial Statements or disclosures.

Accounting Pronouncements Not Yet Adopted in Fiscal 2025

Segment Reporting

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which provides guidance to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

10 unchanged sentences

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:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Total Revenues by Geography:

31 unchanged sentences

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

As of March 31, 2024

As of September 30, 2024

As of June 30, 2024

Short-term contract assets $ 70,203 $ 66,450

$ 66,124 $ 71,196

Long-term contract assets

1 unchanged sentence

Short-term deferred revenues 1,450,456 1,521,416

$ 1,583,638 $ 1,721,781

Long-term deferred revenues 162,397 162,401

$ 170,544 $ 217,771

______________________

(1) Excludes $ 5.5 million of short-term contract assets and $ 2.9 million of long-term contract assets that have been reclassified to Assets held for sale, as well as $ 176.9 million of short-term deferred revenues and $ 24.5 million of long-term deferred revenues that have been reclassified to Liabilities held for sale as of March 31, 2024, related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

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

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

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

During the nine months ended March 31, 2024, we reclassified $ 90.6 million (nine months ended March 31, 2023 — $ 37.7 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the three and nine months ended March 31, 2024 and 2023, respectively, there was no significant impairment loss recognized related to contract assets.

During the three months ended September 30, 2024, we reclassified $ 26.1 million (three months ended September 30, 2023—$ 25.1 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.

During the three months ended September 30, 2024 and 2023, 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, excluding the impact of Liabilities held for sale, 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 nine months ended March 31, 2024 that was included in the deferred revenue balances at June 30, 2023 was $ 1,566 million (nine months ended March 31, 2023—$ 813 million).

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 three months ended September 30, 2024 that was included in the deferred revenue balances at June 30, 2024 was $ 652.3 million (three months ended September 30, 2023—$ 739.3 million).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes 1,834

Reclassification to Assets held for sale (1)

Capitalized costs to obtain a contract as of March 31, 2024

______________________

(1) Adjustment to reclassify capitalized costs to obtain a contract to Assets held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

During the three and nine months ended March 31, 2024 and 2023, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Capitalized costs to obtain a contract as of September 30, 2024

During the three months ended September 30, 2024 and 2023, respectively, there was no significant impairment loss recognized related to capitalized costs to obtain a contract.

Refer to Note 7 “Prepaid Expenses and Other Assets” for additional information on incremental costs of obtaining a contract.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2024, approximately $ 2.6 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts, excluding performance obligations related to the AMC Divestiture which are reported within Liabilities held for sale.

As of September 30, 2024, approximately $ 2.6 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts.

We expect to recognize approximately 45 % of this amount over the next 12 months and the remaining balance substantially over the next three years thereafter.

As of March 31, 2024, approximately $ 130.0 million of revenue is expected to be recognized from remaining performance obligations on existing contracts related to the AMC Divestiture and the AMC business expects to recognize approximately 50 % of this amount over the next 12 months.

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

See Note 25 “Subsequent Events” for more details.

NOTE 4— ALLOWANCE FOR CREDIT LOSSES

The following illustrates the activity in our allowance for credit losses on accounts receivable, since June 30, 2023:

Balance as of June 30, 2023

Credit loss expense (recovery) 7,149

Write-off / adjustments ( 8,527 )

Reclassification to Assets held for sale (1)

Balance as of March 31, 2024

______________________

(1) Allowance for credit losses of $ 1.1 million have been reclassified to Assets held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

Included in accounts receivable are unbilled receivables in the amount of $ 68.5 million as of March 31, 2024 (June 30, 2023—$ 66.5 million).

As of March 31, 2024, we have an allowance for credit losses of $ 1.3 million for contract assets (June 30, 2023—$ 0.3 million).

For additional information on contract assets, see Note 3 “Revenues.”

NOTE 5— PROPERTY AND EQUIPMENT

As of March 31, 2024

Depreciation (1)

Computer hardware $ 404,580 $ ( 273,179 ) $ 131,401

Computer software 191,740 ( 156,045 ) 35,695

Capitalized software development costs 241,286 ( 145,121 ) 96,165

Leasehold improvements 125,229 ( 94,800 ) 30,429

Land and buildings 58,481 ( 18,974 ) 39,507

Furniture, equipment and other 53,924 ( 41,048 ) 12,876

Total $ 1,075,240 $ ( 729,167 ) $ 346,073

______________________

(1) Excludes Property and equipment with cost of $ 1.7 million, accumulated depreciation of $ 0.7 million and a net book value of $ 1.0 million that have been reclassified to Assets held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

As of June 30, 2023

Cost Accumulated

Depreciation Net

Computer hardware $ 386,400 $ ( 254,131 ) $ 132,269

Computer software 178,899 ( 135,123 ) 43,776

Capitalized software development costs 216,762 ( 122,730 ) 94,032

Leasehold improvements 123,607 ( 94,721 ) 28,886

Land and buildings 62,041 ( 18,020 ) 44,021

Furniture, equipment and other 55,741 $ ( 41,821 ) 13,920

Total $ 1,023,450 $ ( 666,546 ) $ 356,904

Sale of Company Owned Facility

During the three months ended March 31, 2024, we completed the sale of a Company owned facility with a carrying value of $ 4.5 million that was previously classified within Assets held for sale.

The Company recognized a gain of $ 1.0 million on this sale.

NOTE 4— LEASES

1 unchanged sentence

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

Additionally, the land upon which our headquarters in Waterloo, Ontario, Canada is located is leased from the University of Waterloo for a period of 49 years beginning in December 2005, with an option to renew for an additional term of 49 years.

We also have finance lease liabilities comprised of equipment lease arrangements with an average duration of 4 to 5 years, all of which are currently being sublet.

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.

We also have finance lease liabilities comprised of equipment lease arrangements with an average duration of 4 to 5 years of which all are currently being sublet.

Leases with an initial term of 12 months or less are not recorded on our Condensed Consolidated Balance Sheets.

The following illustrates the Condensed Consolidated Balance Sheets information related to leases:

Operating Leases Balance Sheet Location As of March 31, 2024 As of June 30, 2023

Operating lease right of use assets (1)

Operating lease right of use assets $ 229,327 $ 285,723

Operating lease liabilities (current) (1)

Operating lease liabilities $ 80,960 $ 91,425

Operating lease liabilities (non-current) (1)

Long-term operating lease liabilities 224,984 271,579

As of September 30, 2024 As of June 30, 2024

Operating Leases Balance Sheet Location

Operating lease right of use assets Operating lease right of use assets $ 219,514 $ 219,774

Operating lease liabilities (current) Operating lease liabilities $ 75,312 $ 76,446

Operating lease liabilities (noncurrent) Long-term operating lease liabilities 213,400 218,174

Total operating lease liabilities $ 288,712 $ 294,620

1 unchanged sentence

Finance lease receivables (current) Prepaid expenses and other current assets $ 3,045 $ 4,031

Finance lease receivables (non-current)

Other assets 2,934 5,515

Finance lease receivables (noncurrent) Other assets 1,850 2,329

Total finance lease receivables $ 4,895 $ 6,360

Finance lease liabilities (current) Accounts payable and accrued liabilities $ 2,607 $ 3,173

Finance lease liabilities (non-current)

Accrued liabilities 2,932 5,500

Finance lease liabilities (noncurrent) Accrued liabilities 1,850 2,327

Total finance lease liabilities $ 4,457 $ 5,500

______________________

(1) Excludes Operating lease right of use assets of $ 3.4 million that have been reclassified to Assets held for sale, as well as $ 2.1 million of Operating lease liabilities and $ 1.4 million of Long-term operating lease liabilities that have been reclassified to Liabilities held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

The weighted average remaining lease term and discount rate, inclusive of Assets held for sale for the periods indicated below were as follows:

As of March 31, 2024 As of June 30, 2023

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

As of September 30, 2024 As of June 30, 2024

Weighted-average remaining lease term

6 unchanged sentences

The following illustrates the various components of lease costs for the period indicated:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Operating lease cost $ 21,105 $ 23,740

6 unchanged sentences

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

Nine Months Ended March 31,

Three Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

$ 14,519 $ 7,045

______________________

(1) The nine months ended March 31, 2023 excludes the impact of $ 129.3 million of right of use assets obtained through the Micro Focus Acquisition.

See Note 19 “Acquisitions and Divestitures” for further details including the finalization of the purchase price allocation for the Micro Focus Acquisition.

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under our lease liabilities as of March 31, 2024:

The following table presents the future minimum lease payments under our lease liabilities as of September 30, 2024:

Fiscal years ending June 30, Operating Leases Finance Leases

2024 (three months ended)

2025 (nine months ended)

$ 67,054 $ 2,254

3 unchanged sentences

Total $ 288,712 $ 4,457

Operating lease maturity amounts included in the table above are inclusive of liabilities classified as held for sale and do not include sublease income expected to be received under our various sublease agreements with third parties.

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

Under the agreements initiated with third parties, we expect to receive sublease income of $ 10.1 million over the remainder of Fiscal 2025 and $ 32.1 million thereafter.

3 unchanged sentences

Balance as of June 30, 2024

Acquisition of Micro Focus (Note 19) (1)

Acquisition of Pillr (Note 17) (1)

Impact of foreign exchange rate changes 14,086

Other acquisition (Note 19)

Reclassification to Assets held for sale (2)

( 1,102,367 )

Balance as of March 31, 2024

Balance as of September 30, 2024

______________________

(1) Adjustments relate to the measurement period, which closed on February 1, 2024.

(2) Adjustment to reclassify Goodwill to Assets held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

(1) Adjustments relate to the open measurement period.

NOTE 6— ACQUIRED INTANGIBLE ASSETS

As of March 31, 2024

As of September 30, 2024

Accumulated Amortization

9 unchanged sentences

Total $ 3,915,828 $ ( 1,429,564 ) $ 2,486,264

______________________

(1) Excludes technology and customer intangible net assets with cost of $ 432.1 million and $ 610.2 million respectively, accumulated amortization of $ 48.7 million and $ 62.9 million respectively, and net book value of $ 383.4 million and $ 547.3 million, respectively, that have been reclassified to Assets held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

Where applicable, the above balances as of March 31, 2024 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the nine months ended March 31, 2024.

Where applicable, the above balances as of September 30, 2024 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the three months ended September 30, 2024.

The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 11 million and $ 88 million, respectively.

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and eight years , respectively.

The weighted average amortization periods for acquired technology and customer intangible assets are approximately six years and nine years , respectively.

The following table shows the estimated future amortization expense for the fiscal years indicated.

1 unchanged sentence

Fiscal years ending June 30,

2024 (three months ended)

2025 (nine months ended)

2030 and Thereafter

2 unchanged sentences

Prepaid expenses and other current assets:

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Deposits and restricted cash $ 1,956 $ 4,142

Capitalized costs to obtain a contract 43,462 44,577

42,279 39,685

Short-term prepaid expenses and other current assets 174,135 192,065

165,358 175,879

Derivative asset (1)

1 unchanged sentence

______________________

(1) Excludes capitalized costs to obtain a contract of $ 1.8 million and short-term prepaid expenses and other current assets of $ 0.1 million that have been reclassified to Assets held for sale as of March 31, 2024 related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

(2) Represents the asset related to our derivative instrument activity.

See Note 17 “Derivative Instruments and Hedging Activities” for more details.

(1) Represents the asset related to our derivative instrument activity (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

Other assets:

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Deposits and restricted cash $ 22,917 $ 20,063

$ 19,031 $ 20,418

Capitalized costs to obtain a contract 66,588 64,911

68,020 57,522

Investments 124,266 124,168

1 unchanged sentence

Long-term prepaid expenses and other long-term assets 45,791 48,598

62,791 76,546

Total $ 302,387 $ 298,281

______________________

(1) Excludes deposits and restricted cash of $ 1.4 million and capitalized costs to obtain a contract of $ 2.3 million that have been reclassified to Assets held for sale as of March 31, 2024 related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

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

4 unchanged sentences

Our share of net income or losses based on our interest in these investments, which approximates fair value and is subject to volatility based on market trends and business conditions, is recorded as a component of Other income (expense), net in our Condensed Consolidated Statements of Income (see Note 20 “Other Income (Expense), Net”).

During the three and nine months ended March 31, 2024, our share of income (loss) from these investments was $( 0.8 ) million and $( 19.0 ) million, respectively (three and nine months ended March 31, 2023—$( 4.7 ) million and $( 11.5 ) million, respectively).

As part of the Micro Focus Acquisition, we acquired the rights to certain available-for-sale financial assets.

During the three months ended September 30, 2024, our share of income (loss) from these investments was $ 0.5 million (three months ended September 30, 2023—$( 9.7 ) million).

A portion of the available-for-sale financial assets relate to contractual arrangements under insurance policies held by the Company with guaranteed interest rates that are utilized to meet certain pension and post-retirement obligations but do not meet the definition of a plan asset.

4 unchanged sentences

Accounts payable and accrued liabilities:

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Accounts payable—trade $ 113,510 $ 151,202

10 unchanged sentences

(1) Represents the liability related to our derivative instrument activity (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(2) Excludes $ 18.9 million of Accounts payable and accrued liabilities that have been reclassified to Liabilities held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

Long-term accrued liabilities:

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Amounts payable in respect of restructuring and other special charges $ 8,683 $ 9,682

2 unchanged sentences

$ 45,197 $ 46,483

______________________

(1) Excludes $ 2.1 million of long-term accrued liabilities and asset retirement obligations that have been reclassified to Liabilities held for sale related to the AMC Divestiture.

See Note 19 “Acquisitions and Divestitures” for more details.

Asset retirement obligations

We are required to return certain of our leased facilities to their original state at the conclusion of our lease.

As of March 31, 2024, the present value of this obligation was $ 29.2 million (June 30, 2023—$ 31.3 million), with an undiscounted value of $ 32.1 million (June 30, 2023—$ 35.0 million), inclusive of $ 0.7 million of asset retirement obligations reclassified to Liabilities held for sale.

As of September 30, 2024, the present value of this obligation was $ 30.5 million (June 30, 2024—$ 29.6 million), with an undiscounted value of $ 33.6 million (June 30, 2024—$ 32.8 million).

NOTE 9— LONG-TERM DEBT

As of March 31, 2024 As of June 30, 2023

As of September 30, 2024 As of June 30, 2024

Senior Notes 2031 $ 650,000 $ 650,000

3 unchanged sentences

Senior Secured Notes 2027 1,000,000 1,000,000

Term Loan B 940,000 947,500

Acquisition Term Loan 2,212,263 2,221,225

Revolver — 275,000

Total principal payments due 6,512,263 6,521,225

3 unchanged sentences

Current portion of long-term debt

Term Loan B 10,000 10,000

Acquisition Term Loan 35,850 35,850

Revolver — 275,000

Total current portion of long-term debt 35,850 35,850

Non-current portion of long-term debt $ 6,353,277 $ 6,356,943

______________________

(1) During the three and nine months ended March 31, 2024, we recorded nil and $ 2.4 million of debt issuance costs, respectively, related to the amendment of the Revolver (as defined below) and the modification of the Acquisition Term Loan (as defined below) (three and nine months ended March 31, 2023— $ 8.5 million and $ 78.0 million, respectively, related to the issuance of the Senior Secured Notes 2027 and Acquisition Term Loan, each as defined below).

(2) During the three and nine months ended March 31, 2024, we recognized a loss on debt extinguishment of $ 10.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs related to the optional repayments of the Acquisition Term Loan (as defined below) in Fiscal 2024.

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 of 1933, as amended (Securities Act), and to certain non-U.S.

On November 24, 2021, Open Text Holdings, Inc.

(OTHI) 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 of 1933, as amended (Securities Act), and to certain non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

1 unchanged sentence

Senior Notes 2031 will mature on December 1, 2031, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 6.7 million and $ 20.1 million, respectively, relating to Senior Notes 2031 (three and nine months ended March 31, 2023—$ 6.7 million and $ 20.1 million, respectively).

On July 1, 2024, OTHI merged with and into Open Text Inc.

(OTI), a wholly-owned indirect subsidiary of the Company.

As a result of the merger, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2031, effective July 1, 2024.

For the three months ended September 30, 2024, we recorded interest expense of $ 6.7 million relating to Senior Notes 2031 (three months ended September 30, 2023— $ 6.7 million).

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 and to certain non-U.S.

On February 18, 2020, OTHI 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 and to certain non-U.S.

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 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 three and nine months ended March 31, 2024, we recorded interest expense of $ 9.3 million and $ 27.9 million, respectively, relating to Senior Notes 2030 (three and nine months ended March 31, 2023—$ 9.3 million and $ 27.9 million, respectively).

On July 1, 2024, as a result of the merger of OTHI with and into OTI, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2030, effective July 1, 2024.

For the three months ended September 30, 2024, we recorded interest expense of $ 9.3 million relating to Senior Notes 2030 (three months ended September 30, 2023—$ 9.3 million).

Senior Notes 2029

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.

On November 24, 2021, the Company 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.

1 unchanged sentence

Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 8.2 million and $ 24.6 million, respectively, relating to Senior Notes 2029 (three and nine months ended March 31, 2023—$ 8.2 million and $ 24.6 million, respectively).

For the three months ended September 30, 2024, we recorded interest expense of $ 8.2 million relating to Senior Notes 2029 (three months ended September 30, 2023—$ 8.2 million).

Senior Notes 2028

On February 18, 2020, we issued $ 900 million in aggregate principal amount of 3.875 % Senior Notes due 2028 (Senior Notes 2028, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029 and Senior Notes 2027, the Senior Notes) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On February 18, 2020, the Company 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 non-U.S.

persons in offshore transactions pursuant to Regulation S under the Securities Act.

1 unchanged sentence

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

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 8.7 million and $ 26.1 million, respectively, relating to Senior Notes 2028 (three and nine months ended March 31, 2023—$ 8.7 million and $ 26.1 million, respectively).

For the three months ended September 30, 2024, we recorded interest expense of $ 8.7 million relating to Senior Notes 2028 (three months ended September 30, 2023—$ 8.7 million).

Senior Secured Fixed Rate Notes

Senior Secured Notes 2027

On December 1, 2022, we issued $ 1 billion in aggregate principal amount of Senior Secured Notes due 2027 (Senior Secured Notes 2027) in connection with the financing of the Micro Focus Acquisition in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

On December 1, 2022, the Company issued $ 1 billion in aggregate principal amount of senior secured notes due 2027 (Senior Secured Notes 2027, and together with the Senior Notes 2031, Senior Notes 2030, Senior Notes 2029, and Senior Notes 2028, the Senior Notes) in connection with the financing of the acquisition of Micro Focus International Limited, formerly Micro Focus International plc, and its subsidiaries (Micro Focus) (the Micro Focus Acquisition) 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 Secured Notes 2027 bear interest at a rate of 6.90 % per annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023.

Senior Secured Notes 2027 bear interest at a rate of 6.90 % per

annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023.

Senior Secured Notes 2027 will mature on December 1, 2027, unless earlier redeemed, in accordance with their terms, or repurchased.

1 unchanged sentence

The Senior Secured Notes 2027 and the related guarantees are effectively senior to all of the Company’s and the guarantors’ senior unsecured debt to the extent of the value of the Collateral (as defined in the indenture to the Senior Secured Notes 2027) and are structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries that do not guarantee the Senior Secured Notes 2027.

As of March 31, 2024, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.

The effective interest rate includes interest expense of $ 51.9 million and amortization of debt discount and issuance costs of $ 2.0 million.

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 17.3 million and $ 51.9 million, respectively, relating to Senior Secured Notes 2027 (three and nine months ended March 31, 2023—$ 17.3 million and $ 23.1 million, respectively).

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

Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver (as defined below), Acquisition Term Loan (as defined below) and Senior Secured Notes 2027.

On June 6, 2023, we amended the Term Loan B to replace the LIBOR benchmark rate applicable to borrowings under Term Loan B with a Secured Overnight Financing Rate (SOFR) benchmark rate.

Term Loan B has a seven-year term, maturing in May 2025, and repayments made under Term Loan B are equal to 0.25 % of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity.

Borrowings under Term Loan B currently bear a floating rate of interest equal to Adjusted Term SOFR (as defined in the Term Loan B) and the applicable margin of 1.75 %.

As of March 31, 2024, the outstanding balance on the Term Loan B bears an interest rate of 7.18 %.

As of March 31, 2024, the Term Loan B bears an effective interest rate of 7.47 %.

As of September 30, 2024, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.

The effective interest rate includes interest expense of $ 17.3 million and amortization of debt discount and issuance costs of $ 0.7 million.

Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4.00 :1.00 at the end of each financial quarter.

Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges.

As of March 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.82 :1.00.

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 17.1 million and $ 51.6 million, respectively, relating to Term Loan B (three and nine months ended March 31, 2023—$ 15.0 million and $ 37.9 million, respectively).

Following the end of the quarter, on May 1, 2024, we provided notices to prepay $ 2.0 billion of our aggregate outstanding debt including $ 940 million of the aggregate principal amount outstanding under Term Loan B, using the net proceeds from the AMC Divestiture.

We expect the prepayment to be made on or about May 6, 2024.

See Note 25 “Subsequent Events” for more details.

On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity from October 31, 2024 to December 19, 2028, and to remove the 10 -basis point credit spread adjustment for loans bearing interest based on the SOFR rate.

Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with Term Loan B, the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027.

For the three months ended September 30, 2024, we recorded interest expense of $ 17.3 million relating to Senior Secured Notes 2027 (three months ended September 30, 2023—$ 17.3 million).

On May 30, 2018, we entered into a credit facility that provides for a $ 1 billion term loan facility (Term Loan B), and borrowed $ 1 billion under the facility to, among other things, repay in full the loans under our prior $ 800 million term loan facility originally entered into on January 16, 2014.

On May 6, 2024, we used a portion of the net proceeds from the AMC Divestiture to prepay in full the then outstanding principal balance of $ 940 million under Term Loan B, at which point all remaining commitments under Term Loan B were reduced to zero and Term Loan B was terminated .

For the three months ended September 30, 2024, we recorded interest expense of nil relating to Term Loan B (three months ended September 30, 2023—$ 17.2 million).

On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity to December 19, 2028.

Borrowings under the Revolver are secured by a first charge over substantially all of our assets, on a pari passu basis with the Acquisition Term Loan (as defined below) and Senior Secured Notes 2027.

The Revolver has no fixed repayment date prior to the end of the term.

Borrowings under the Revolver bear interest per annum at a floating rate of interest equal to Term SOFR (as defined in the Revolver) and a fixed margin dependent on our consolidated net leverage ratio ranging from 1.25 % to 1.75 %.

As of March 31, 2024, we had no outstanding balance under the Revolver (June 30, 2023—$ 275 million).

For the three and nine months ended March 31, 2024, we recorded interest expense of nil and $ 2.2 million, respectively, relating to the Revolver (three and nine months ended March 31, 2023—$ 5.0 million).

Under the Revolver, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter.

As of September 30, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.54 :1.00.

As of September 30, 2024, we had no outstanding balance under the Revolver (June 30, 2024— nil ).

For the three months ended September 30, 2024, we recorded interest expense of nil relating to the Revolver (three months ended September 30, 2023—$ 2.0 million).

Acquisition Term Loan

On December 1, 2022, we amended our first lien term loan facility (the Acquisition Term Loan), dated as of August 25, 2022, to increase the aggregate commitments under the senior secured delayed-draw term loan facility from an aggregate principal amount of $ 2.585 billion to an aggregate principal amount of $ 3.585 billion.

During the third quarter of Fiscal 2023, the Company drew down $ 3.585 billion from the Acquisition Term Loan, net of original issuance discount of 3 % and other fees (see Note 19 “Acquisitions and Divestitures” for more details).

On August 14, 2023, we amended the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.

The reduction in interest rate margin on the Acquisition Term Loan resulting from the amendment was accounted for by the Company as a debt modification.

On May 15, 2024, we further amended the Acquisition Term Loan, to reduce the applicable interest rate margin by 0.5 % and remove the 10 -basis point credit spread adjustment for loans bearing interest based on the Secured Overnight Financing Rate (SOFR).

Both of the above reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were accounted for by the Company as debt modifications.

The Acquisition Term Loan has a seven-year term from the date of funding, and repayments under the Acquisition Term Loan are equal to 0.25 % of the principal amount in equal quarterly installments for the life of the Acquisition Term Loan, with the remainder due at maturity.

Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to 2.75 % plus Adjusted Term SOFR (as defined in the Acquisition Term Loan).

As of March 31, 2024, the outstanding balance on the Acquisition Term Loan bears an interest rate of 8.18 %.

As of March 31, 2024, the Acquisition Term Loan bears an effective interest rate of 9.29 %.

Borrowings under the Acquisition Term Loan currently bear a floating rate of interest equal to Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 2.25 %.

As of September 30, 2024, the outstanding balance on the Acquisition Term Loan bears an interest rate of 7.50 %.

As of September 30, 2024, the Acquisition

Term Loan bears an effective interest rate of 8.59 %.

The effective interest rate includes interest expense of $ 42.9 million and amortization of debt discount and issuance costs of $ 3.5 million.

2 unchanged sentences

Under the Acquisition Term Loan, we must maintain a “consolidated net leverage” ratio of no more than 4.50 :1.00 at the end of each financial quarter.

net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan.

As of March 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 3.82 :1:00.

The Acquisition Term Loan is unconditionally guaranteed by certain subsidiary guarantors, as defined in the Acquisition Term Loan, and is secured by a first charge on substantially all of the assets of the Company and the subsidiary guarantors on a pari passu basis with the Revolver, Term Loan B and the Senior Secured Notes 2027.

For the three and nine months ended March 31, 2024, we recorded interest expense of $ 69.2 million and $ 219.5 million, respectively, relating to the Acquisition Term Loan (three and nine months ended March 31, 2023— 48.1 million).

Following the end of the quarter, on May 1, 2024, we provided notices to prepay an additional $ 2.0 billion of our aggregate outstanding debt including $ 1.06 billion drawn under the Acquisition Term Loan using net proceeds from the AMC Divestiture.

We expect the prepayment to be made on or about May 6, 2024.

See Note 25 “Subsequent Events” for more details.

On August 25, 2022, we entered into a bridge loan agreement (Bridge Loan) which provided for commitments of up to $ 2.0 billion to finance a portion of the repayment of Micro Focus’ existing debt.

On December 1, 2022, we entered into an amendment to the Bridge Loan that reallocated commitments under the Bridge Loan to the Acquisition Term Loan.

In connection with the amendment to the Bridge Loan and the receipt of proceeds from the issuance of the Senior Secured Notes 2027, all remaining commitments under the Bridge Loan were reduced to zero and the Bridge Loan was terminated, which resulted in a loss on debt extinguishment of $ 8.2 million relating to unamortized debt issuance costs in the second quarter of Fiscal 2023 .

For the three and nine months ended March 31, 2024, we did not have any borrowings or record any interest expense relating to the Bridge Loan (three and nine months ended March 31, 2023— nil ).

Consolidated net leverage ratio is defined for this purpose as the proportion of the Company’s total debt reduced by unrestricted cash, including guarantees and letters of credit, over the Company’s trailing four financial quarter net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges as defined in the Acquisition Term Loan.

As of September 30, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.54 :1:00.

On October 20, 2023 and January 22, 2024, the Company made prepayments of $ 75 million and $ 175 million, respectively, on the Acquisition Term Loan using cash on hand.

On May 6, 2024, the Company used a portion of the net proceeds from the AMC Divestiture to prepay $ 1.06 billion of the outstanding principal balance of the Acquisition Term Loan.

For the three months ended September 30, 2024, we recorded interest expense of $ 42.9 million relating to the Acquisition Term Loan (three months ended September 30, 2023—$ 77.2 million).

Debt Discount and Issuance Costs

Debt discount and issuance costs relate primarily to costs incurred for the purpose of obtaining or amending our credit facilities and issuing our Senior Notes and are being amortized through interest expense over the respective terms of the Senior Notes, Senior Secured Notes, Term Loan B, and Acquisition Term Loan using the effective interest method and straight-line method for the Revolver.

During the three and nine months ended March 31, 2024, we recognized a loss on debt extinguishment of $ 10.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments of the Acquisition Term Loan in Fiscal 2024.

Debt discount and issuance costs relate primarily to costs incurred for the purpose of obtaining or amending our credit facilities and issuing our Senior Notes and are being amortized through interest expense over the respective terms of the Senior Notes and Acquisition Term Loan using the effective interest method and straight-line method for the Revolver.

NOTE 10— PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS

2 unchanged sentences

All of our pension and other post-retirement plans are located outside of Canada and the United States.

The plans are primarily located in Germany, which as of March 31, 2024, make up approximately 61 % of the Company’s total net benefit pension obligations.

The plans are primarily located in Germany, which, as of September 30, 2024, make up approximately 57 % of the total net benefit pension obligations.

Our defined benefit pension plans include a mix of final salary type plans which provide for retirement, old age, disability and survivor’s benefits.

Final salary pension plans provide benefits to members either in the form of a lump sum payment or a guaranteed level of pension payable for life in the case of retirement, disability and death.

Final salary type pension plans provide benefits to members either in the form of a lump sum payment or a guaranteed level of pension payable for life in the case of retirement, disability and death.

Benefits under our final salary type plans are generally based on the participant’s age, compensation and years of service as well as the social security ceiling and other factors.

5 unchanged sentences

The following are details of net pension expense relating to the defined benefit pension plans:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Pension expense:

5 unchanged sentences

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 Condensed Consolidated Statements of Income.

NOTE 13— SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

NOTE 11— EQUITY AND SHARE-BASED COMPENSATION

Cash Dividends

For the three and nine months ended March 31, 2024, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.25 and $ 0.75 per Common Share, respectively, in the aggregate amount of $ 67.3 million and $ 200.7 million, respectively, which we paid during the same periods (three and nine months ended March 31, 2023—$ 0.24299 and $ 0.72897 per Common Share, respectively, in the aggregate amount of $ 64.9 million and $ 194.5 million, respectively).

For the three months ended September 30, 2024, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.2625 per Common Share in the aggregate amount of $ 69.1 million, which we paid during the same period (three months ended September 30, 2023—$ 0.25 per Common Share in the aggregate amount of $ 67.0 million).

Share Capital

2 unchanged sentences

Treasury Stock

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 three and nine months ended March 31, 2024, nil and 1,400,000 Common Shares were purchased on the open market at a cost of nil and $ 53.1 million, respectively, and held under trust for potential settlement of awards under our LTIP or other plans as described below (three and nine months ended March 31, 2023— no Common Shares were purchased).

During the three and nine months ended March 31, 2024, we delivered to eligible participants 1,022,821 and 1,559,381 Common Shares, respectively, that were purchased in the open market in connection with the settlement of awards and other plans (three and nine months ended March 31, 2023— 78,650 and 490,026 Common Shares, respectively).

From time to time we may provide funds to a third-party 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 three months ended September 30, 2024, 824,414 Common Shares were repurchased on the open market at a cost of $ 25.0 million for potential settlement of awards under our LTIP or other plans as described below (three months ended September 30, 2023— 1,400,000 Common Shares were purchased for $ 53.1 million).

During the three months ended September 30, 2024, we delivered to eligible participants 60,887 Common Shares that were purchased in the open market in connection with the settlement of awards and other plans (three months ended September 30, 2023— 183,313 Common Shares).

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the three months ended September 30, 2024, 389,302 Common Shares were eligible for issuance to employees enrolled in the ESPP (three months ended September 30, 2023— 286,772 Common Shares).

During the three months ended September 30, 2024, cash in the amount of $ 9.9 million was received from employees relating to the ESPP (three months ended September 30, 2023—$ 8.6 million).

Share Repurchase Plan

On November 4, 2021, the Board authorized a share repurchase plan (Fiscal 2022 Repurchase Plan), pursuant to which we may purchase for cancellation, 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 three and nine months ended March 31, 2024 and 2023, we did not repurchase and cancel any Common Shares.

On April 30, 2024, the Board authorized a new share repurchase plan (Fiscal 2024 Repurchase Plan) pursuant to which we may purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan includes a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX) (see Note 25 “Subsequent Events” for more details).

Share-Based Payments

On April 30, 2024, the Board authorized a share repurchase plan (Fiscal 2024 Repurchase Plan) pursuant to which we were authorized to purchase for cancellation, in open market transactions from time to time over the 12-month period commencing on May 7, 2024 until May 6, 2025, up to $ 250 million of our Common Shares.

The Fiscal 2024 Repurchase Plan included a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX).

On July 31, 2024, in order to align our share repurchase plan to our fiscal year, the Board approved the early termination of the Fiscal 2024 Repurchase Plan and authorized a new share repurchase plan (the Fiscal 2025 Repurchase Plan), pursuant to which we may purchase for cancellation in open market transactions, from time to time over the 12-month period commencing

on August 7, 2024 until August 6, 2025, if considered advisable, up to an aggregate of $ 300 million of our Common Shares on the TSX, NASDAQ and/or alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.

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

The Fiscal 2025 Repurchase Plan will be effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and includes a normal course issuer bid to provide means to execute purchases over the TSX.

During the three months ended September 30, 2024, we repurchased and cancelled 2,649,131 Common Shares for $ 86.5 million, inclusive of 2% Canadian excise taxes recorded (three months ended September 30, 2023— nil Common Shares for nil ).

Share-Based Compensation

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

Three Months Ended

March 31, Nine Months Ended

2024 2023 2024 2023

Three Months Ended September 30,

Stock Options (issued under Stock Option Plans) $ 2,736 $ 4,544

5 unchanged sentences

Total share-based compensation expense $ 29,558 $ 37,095

A summary of unrecognized compensation cost for unvested share-based payment awards is as follows:

As of March 31, 2024

A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows:

As of September 30, 2024

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

4 unchanged sentences

Total unrecognized share-based compensation cost $ 193,741

Stock Option Plans

Stock Options

A summary of activity under our stock option plans for the nine months ended March 31, 2024 is as follows:

Options Weighted-Average

Intrinsic Value

A summary of activity under our stock option plans for the three months ended September 30, 2024 is as follows:

Options Weighted-

Average Exercise

Price Weighted-

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024

3 unchanged sentences

Forfeited or expired ( 904,810 ) 37.57

Outstanding at March 31, 2024

Outstanding at September 30, 2024

12,856,522 $ 37.36 4.44 $ 20,135

Exercisable at March 31, 2024

Exercisable at September 30, 2024

4,966,126 $ 41.71 3.01 $ 829

As of March 31, 2024, 5,250,642 options to purchase Common Shares were available for issuance under our stock option plans.

As of September 30, 2024, 4,364,407 options to purchase Common Shares were available for issuance under our stock option plans.

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.

4 unchanged sentences

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Weighted–average fair value of options granted $ 5.77 $ 9.16

6 unchanged sentences

Average exercise share price $ 28.49 $ 36.79

Performance Options

During the three and nine months ended March 31, 2024, we did not grant performance options (during the three and nine months ended March 31, 2023— nil and 1,000,000 , respectively).

For the period in which performance options were granted, the weighted-average fair value of performance options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Nine Months Ended March 31,

Weighted–average fair value of options granted $ 8.09

Derived service period (in years) 1.7

Weighted-average assumptions used:

Expected volatility 26.00 %

Risk–free interest rate 3.21 %

Expected dividend yield 2.00 %

Average exercise share price $ 31.89

Long-Term Incentive Plans

3 unchanged sentences

The Performance Conditions for vesting of the outstanding PSUs are based on market conditions or performance-based revenue conditions.

RSUs become vested when an eligible employee remains employed throughout the vesting period.

RSUs are employee service-based awards and vest subject to an eligible employee’s continued employment throughout the applicable 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.

3 unchanged sentences

Performance Share Units (Issued Under LTIP)

A summary of activity under our performance share units issued under the LTIP for the nine months ended March 31, 2024 is as follows:

PSUs (issued under LTIP) vest after three years from the respective date of grants and upon the achievement of Performance Conditions determined at the time of the grant.

A summary of activity under our PSUs issued under the LTIP for the three months ended September 30, 2024 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024

1 unchanged sentence

879,649 47.63

( 240,741 ) 61.23

Forfeited or expired ( 104,924 ) 52.18

Outstanding at March 31, 2024

Outstanding at September 30, 2024

2,379,841 $ 53.07 2.10 $ 78,547

2 unchanged sentences

For the periods indicated, the weighted-average fair value of market-based PSUs issued under LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows:

Nine Months Ended March 31,

Three Months Ended September 30,

Weighted–average fair value of performance share units granted $ 47.96 $ 59.48

$ 43.10 - $ 55.06

Weighted-average assumptions used:

1 unchanged sentence

Risk–free interest rate 3.67 % 4.38 %

3.13 % - 3.39 %

Expected dividend yield — % — %

Expected life (in years) 3.11 3.11

The weighted-average fair value of the performance-based PSUs granted was $ 40.14 for the nine months ended March 31, 2024.

Restricted Share Units (Issued Under LTIP)

A summary of activity under our RSUs issued under the LTIP for the nine months ended March 31, 2024 is as follows:

Beginning in Fiscal 2025, grants of RSUs (issued under LTIP) vest on a straight-line basis over three years from the respective date of grants.

Grants of RSUs (issued under LTIP) prior to Fiscal 2025 vest after three years from the respective date of grants.

A summary of activity under our RSUs issued under the LTIP for the three months ended September 30, 2024 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

(years) Aggregate

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024

1 unchanged sentence

Granted 633,191 28.56

Vested ( 223,577 ) 43.40

Forfeited or expired ( 46,901 ) 37.70

Outstanding at March 31, 2024

Outstanding at September 30, 2024

1,542,615 $ 35.12 2.21 $ 50,914

Restricted Share Units (Other)

In addition to the grants made in connection with the LTIP discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements.

RSUs (other) vest over a specified contract date, typically two or three years from the respective date of grants.

A summary of activity under our RSUs (other) issued for the nine months ended March 31, 2024 is as follows:

In addition to the grants made in connection with the LTIPs discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements.

RSUs (other) vest over a specified contract date, typically two or four years from the respective date of grants.

A summary of activity under our RSUs (other) issued for the three months ended September 30, 2024 is as follows:

Units Weighted-Average

Grant Date Fair Value Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024

3 unchanged sentences

Forfeited or expired ( 150,483 ) 37.10

Outstanding at March 31, 2024

Outstanding at September 30, 2024

4,366,616 $ 35.87 1.55 $ 144,120

4 unchanged sentences

No DSUs are payable by us until the director ceases to be a member of the Board.

A summary of activity under our DSUs issued for the nine months ended March 31, 2024 is as follows:

A summary of activity under our DSUs issued for the three months ended September 30, 2024 is as follows:

Units Weighted-Average

Price Weighted-

Intrinsic Value

Contractual Term

(years) Aggregate Intrinsic Value

Outstanding at June 30, 2024 (1)

1 unchanged sentence

Granted 12,326 31.70

Outstanding at March 31, 2024 (2)

Outstanding at September 30, 2024 (2)

1,094,797 $ 30.68 0.25 $ 36,134

2 unchanged sentences

(2) Includes 49,709 unvested DSUs.

Employee Stock Purchase Plan (ESPP)

Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.

During the three and nine months ended March 31, 2024, 312,990 and 786,736 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and nine months ended March 31, 2023— 266,297 and 848,647 Common Shares, respectively).

During the three and nine months ended March 31, 2024, cash in the amount of $ 10.3 million and $ 25.6 million, respectively, was received from employees relating to the ESPP (three and nine months ended March 31, 2023—$ 8.7 million and $ 22.5 million, respectively).

NOTE 12— GUARANTEES AND CONTINGENCIES

1 unchanged sentence

Payments due between

Total April 1, 2024 - June 30, 2024 July 1, 2024 - June 30, 2026 July 1, 2026 - June 30, 2028 July 1, 2028 and beyond

Total October 1, 2024 - June 30, 2025 July 1, 2025 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 and beyond

Long-term debt obligations (1)

6 unchanged sentences

See Note 9 “Long-Term Debt” for more details.

(2) For contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 6 “Leases.”

(2) For more details on contractual obligations relating to leases and purchase obligations accounted for under ASC Topic 842, see Note 4 “Leases.”

Guarantees and Indemnifications

11 unchanged sentences

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.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of March 31, 2024, in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $ 79 million.

As of March 31, 2024, we have provisionally paid approximately $ 33 million in order to fully preserve our rights to object to the CRA's audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of March 31, 2024.

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of September 30, 2024, in connection with the CRA's reassessments for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, to be limited to penalties, interest and provincial taxes that may be due of approximately $ 82.0 million.

As of September 30, 2024, we have provisionally paid approximately $ 32.0 million in order to fully preserve our rights to object to the CRA's audit positions, being the minimum payment required under Canadian legislation while the matter is in dispute.

This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of September 30, 2024.

The notices of reassessment for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016 would, as drafted, increase our taxable income by approximately $ 90 million to $ 100 million for each of those years, as well as impose a 10 % penalty on the proposed adjustment to income.

19 unchanged sentences

Accordingly, as of the date of this Quarterly Report on Form 10-Q, we have not recorded any accruals in respect of these reassessments or proposed reassessment in our Condensed Consolidated Financial Statements.

The CRA is also in preliminary stages of auditing Fiscal 2020.

Carbonite Class Action Complaint

On August 1, 2019, prior to our acquisition of Carbonite Inc.

(Carbonite), a purported stockholder of Carbonite filed a putative class action complaint against Carbonite, its former Chief Executive Officer, Mohamad S.

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.

Carbonite, Inc., Mohamad S.

Ali, and Anthony Folger (No.

1:19-cv-11662-LTS) (the Luna Complaint).

The complaint alleges violations of the federal securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10b-5 promulgated thereunder.

The complaint generally alleges that the defendants made materially false and misleading statements in connection with Carbonite’s Server Backup VM Edition, and seeks, among other things, the designation of the action as a class action, an award of unspecified compensatory damages, costs and expenses, including counsel fees and expert fees, and other relief as the court deems appropriate.

On August 23, 2019, a nearly identical complaint was filed in the same court captioned William Feng, Individually and on Behalf of All Others Similarly Situated v.

Carbonite, Inc., Mohamad S.

Ali, and Anthony Folger (No.

1:19- cv-11808-LTS) (together with the Luna Complaint, the Securities Actions).

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.

The defendants moved to dismiss the Securities Actions on March 10, 2020.

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 United States Court of Appeals for the First Circuit.

On December 21, 2021, the United States Court of Appeals for the First Circuit issued a decision reversing and remanding the Securities Actions to the district court for further proceedings.

On July 14, 2023, the district court certified the lead plaintiff’s proposed class, following which the defendants filed a motion for class decertification.

On January 31, 2024 the parties filed a motion for preliminary approval of a settlement to fully resolve the litigation and, on February 1, 2024, the court issued a preliminary approval order.

The proposed settlement is subject to the court’s final approval and, if approved, will be substantially paid from insurance coverage, with any remaining amount not covered by insurance being immaterial to the Company.

All defendants have denied, and continue to deny, the merit of the claims alleged in the case and the settlement does not reflect any admission of fault, wrongdoing, or liability as to any defendant.

Carbonite vs Realtime Data

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 captioned Realtime Data LLC v.

Carbonite, Inc.

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.

1:17-cv-12499).

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.

Based upon the order in the Delaware case, the U.S.

District Court for the District of Massachusetts granted summary judgment in Carbonite’s favor.

Realtime Data appealed the order, but stipulated to stay the appeal pending the outcome of their appeal in the District of Delaware case and agreed that if the U.S.

Court of Appeals for the Federal Circuit affirmed the District of Delaware’s judgment of invalidity, Realtime Data would subsequently dismiss their appeal against Carbonite.

On August 2, 2023, the U.S.

Court of Appeals for the Federal Circuit affirmed the invalidity of the patents asserted against Carbonite.

Pursuant to the parties’ stipulation, Realtime Data dismissed its appeal against Carbonite to fully resolve this matter.

The CRA is currently auditing Fiscal 2020.

NOTE 13— INCOME TAXES

The Company’s effective tax rate for the three months ended March 31, 2024, increased to a provision of 5.8 %, compared to a provision of ( 27.5 )% for the three months ended March 31, 2023.

The Company’s effective tax rate for the nine months ended March 31, 2024, decreased to a provision of 10.1 %, compared to a provision of 26.5 % for the nine months ended March 31, 2023.

The Company’s effective tax rate for the three months ended March 31, 2024, differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to change in valuation allowance, foreign tax credits, and research and development credits, partially offset by U.S.

Base Erosion and Anti-Abuse Tax (BEAT), withholding taxes, and an increase to uncertain tax positions.

The Company’s effective tax rate for the three months ended March 31, 2023, differs from the Canadian statutory rate primarily due to tax benefits related to the internal reorganization and a pre-tax gain created by the mark-to-market valuation on the derivatives not designated as hedges that the Company entered into in connection with the Micro Focus Acquisition (see Note 17 “Derivative Instruments and Hedging Activities”).

The mark-to-market gains in the quarter were considered capital in nature for income tax purposes and 50% of realized gains were not taxable.

Other items impacting the rate included permanent items such as disallowed stock-based compensation and foreign income inclusions, offset by research and development credits, foreign tax credits and a net decrease in uncertain tax positions.

The Company’s effective tax rate for the nine months ended March 31, 2024, differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to foreign tax credits, research and development credits, and a change in valuation allowance, partially offset by U.S.

BEAT and withholding taxes.

The Company’s effective tax rate for the nine months ended March 31, 2023, differs from the Canadian statutory rate primarily due to a net increase in uncertain tax positions, US BEAT and permanent items such as disallowed stock-based compensation and foreign passive income inclusion, partially offset by research and development credits, foreign tax credits, 50% non-taxable portion of capital gains on mark-to-market derivatives not designated as a hedge and tax benefits of internal reorganizations.

As of March 31, 2024, the gross amount of unrecognized tax benefits accrued was $ 187.3 million (June 30, 2023 — $ 178.7 million), which is inclusive of interest and penalties accrued of $ 21.1 million (June 30, 2023 — $ 13.5 million).

The Company’s effective tax rate for the three months ended September 30, 2024, decreased to a provision of 2.2 %, compared to a provision of 11.3 % for the three months ended September 30, 2023.

The Company’s effective tax rate for the three months ended September 30, 2024, differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to foreign tax credits, research and development credits, changes in unrecognized tax benefits, and differences in tax filings from provision, partially offset by disallowed share based compensation deductions, foreign source income inclusion in the U.S., and withholding taxes.

The Company’s effective tax rate for the three months ended September 30, 2023 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax rate differences, foreign tax credits and research and development credits, partially offset by the U.S.

Base Erosion and Anti-Abuse Tax (BEAT).

As of September 30, 2024, the gross amount of unrecognized tax benefits accrued is $ 166.3 million (June 30, 2024 — $ 180.4 million), which is inclusive of interest and penalties accrued of $ 22.4 million (June 30, 2024 — $ 24.3 million).

We believe that it is reasonably possible that the gross unrecognized tax benefit could decrease by $ 33.4 million in the next 12 months, relating primarily to the expiration of competent authority relief and tax years becoming statute barred for purposes of future tax examinations by local taxing jurisdictions.

We are subject to income tax audits in all major taxing jurisdictions in which we operate.

Our four most significant jurisdictions are Canada, the United States, United Kingdom and Germany.

Our tax filings remain subject to income tax audits by applicable tax authorities for a certain length of time following the tax year to which those tax filings relate.

We currently have income tax audits open in Canada, the United States, United Kingdom, Germany and other immaterial jurisdictions.

The earliest fiscal years open for examination for our major jurisdictions are 2012 for Canada, 2020 for the United States, 2015 for the United Kingdom and 2016 for Germany.

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 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.

It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions.

These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings.

The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements.

We cannot currently provide an estimate of the range of possible outcomes.

For more information relating to certain income tax audits, refer to Note 14 “Guarantees and Contingencies.”

As of March 31, 2024, we have recognized a deferred income tax liability of $ 28.5 million (June 30, 2023—$ 28.3 million) on taxable 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.

As of September 30, 2024, we have recognized a deferred income tax liability of $ 16.8 million (June 30, 2024—$ 15.9 million) on taxable temporary differences related to the undistributed earnings of certain non-United States subsidiaries and planned periodic repatriations from certain German subsidiaries, that will be subject to withholding taxes upon distribution.

We have not provided for additional foreign withholding taxes or deferred income tax liabilities related to undistributed earnings of all other non-Canadian subsidiaries, since such earnings are considered permanently invested in those subsidiaries or are not subject to withholding taxes.

1 unchanged sentence

State Aid Matter

In April 2019, the European Commission published its final decision on its State Aid investigation into the UK’s “Financing Company Partial Exemption” legislation and concluded that part of the legislation was in breach of EU State Aid rules.

The UK government and certain UK-based international companies, supported by Micro Focus, appealed to the General Court of the Court of Justice of the European Union (General Court of the CJEU) against the decision.

In February 2021, Micro Focus received and settled GBP denominated State Aid charging notices issued by HM Revenue and Customs, following the requirement for the UK government to start collection proceedings.

As a result, Micro Focus recorded a long-term income tax receivable of $ 44.3 million.

This reflects the payment that was made following the final decision published by the European Commission on its State Aid investigation into the UK’s ‘Financing Company Partial Exemption’ legislation.

Based on management’s assessment of the value of the underlying tax benefit under dispute, and as supported by external professional advice, Micro Focus believed they had no liability in respect of these matters and therefore no tax charge was recorded.

On June 8, 2022, the General Court of the CJEU found in favor of the European Commission’s decision that the UK’s ‘Financing Company Partial Exemption’ legislation is in breach of EU State Aid rules.

The UK government and UK-based international companies, supported by Micro Focus, lodged an appeal against the judgement with the CJEU.

Micro Focus previously received and settled State Aid charging notices from HM Revenue and Customs (including historic interest) and given that an appeal would be expected to take more than a year, a long-term income tax recoverable continues to be recognized as part of non-current tangible assets as of March 31, 2024, as described in Note 19 “Acquisitions and Divestitures.”

As of June 30, 2024, the Company had a long-term income tax receivable related to the payment it made in regard to a State Aid charging notice it received as a result of the European Commission’s final decision on its State Aid investigation into the UK’s “Financing Company Partial Exemption” legislation where it concluded that part of the legislation was in breach of the EU State Aid rules.

Micro Focus, along with the UK government and certain other UK-based international companies, appealed the decision to the General Court of the Court of Justice of the European Union (CJEU).

The CJEU’s judgment was handed down on September 19, 2024.

The CJEU broadly followed the CJEU Advocate General’s opinion, setting aside the judgment of the General Court and annulling the Commission’s ruling.

As a result, a refund of the State Aid charging notice, in the amount of $ 46.0 million plus interest, is expected.

The timing of the refund is uncertain as the UK Government must pass legislation by way of regulations to facilitate the refund, but it is reasonably expected to be received within the next twelve months.

Given the expected timing of the refund, the income tax recoverable has been reclassified to short term and recognized as part of current assets as of September 30, 2024.

NOTE 14— FAIR VALUE MEASUREMENT

15 unchanged sentences

See Note 9 “Long-Term Debt” for further details.

The following table summarizes the fair value of our financial instruments as of March 31, 2024 and June 30, 2023:

Fair Value Hierarchy March 31, 2024 June 30, 2023

The following table summarizes the fair value of the Company’s financial instruments as of September 30, 2024 and June 30, 2024:

Fair Value Hierarchy September 30, 2024 June 30, 2024

Available-for-sale financial assets (Note 7)

12 unchanged sentences

Changes in Level 3 Fair Value Measurements

The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2023 and March 31, 2024.

The following table provides a reconciliation of changes in the fair value of our Level 3 available-for-sale financial assets between June 30, 2024 and September 30, 2024.

Available-for-sale

1 unchanged sentence

Balance as of June 30, 2024

Gain (loss) recognized in income 185

Balance as of March 31, 2024

Gain recognized in income

Balance as of September 30, 2024

Our derivative liabilities and our derivative assets are classified as Level 2 and are comprised of foreign currency forward and swap contracts.

Our valuation techniques used to measure the fair value of the derivative instruments, the counterparties to which have high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments.

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparties to which have high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments.

Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates.

1 unchanged sentence

Our Level 2 available-for-sale financial assets are comprised primarily of various debt and equity funds, which are valued utilizing market quotes provided by our third-party custodian.

Our Level 3 available-for-sale financial assets are comprised of insurance contracts which are valued by an

external insurance expert by applying a discount rate to the future cash flows and taking into account the fixed interest rate, mortality rates and term of the insurance contracts.

Our Level 3 available-for-sale financial assets are comprised of insurance contracts which are valued by an external insurance expert by applying a discount rate to the future cash flows and taking into account the fixed interest rate, mortality rates and term of the insurance contracts.

See Note 7 “Prepaid Expenses and Other Assets” for further details.

If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs.

During the three and nine months ended March 31, 2024 and 2023, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

During the three months ended September 30, 2024 and 2023, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

1 unchanged sentence

These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired.

During the three and nine months ended March 31, 2024 and 2023, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

During the three months ended September 30, 2024 and 2023, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

NOTE 15— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

21 unchanged sentences

We are engaged in hedging programs with various banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses.

We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in

Canadian dollars.

As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months .

2 unchanged sentences

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 within the Condensed Consolidated Statements of Comprehensive Income.

As of March 31, 2024, the fair value of the contracts is recorded within Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and represents the net loss before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of March 31, 2024, the notional amount of forward contracts we held to sell U.S.

Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within Other comprehensive loss, net within the Condensed Consolidated Statements of Comprehensive Income.

As of September 30, 2024, the fair value of the contracts is recorded within Prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets and represents the net gain before tax effect that is expected to be reclassified from accumulated other comprehensive income (loss) into earnings within the next twelve months.

As of September 30, 2024, the notional amount of forward contracts we held to sell U.S.

dollars in exchange for Canadian dollars was $ 95.6 million (June 30, 2024—$ 95.7 million).

1 unchanged sentence

The fair values of outstanding derivative instruments are as follows:

March 31, 2024 As of

September 30, 2024 As of

June 30, 2024

14 unchanged sentences

Three Months Ended

March 31, Nine Months Ended

September 30,

Instrument Income Statement Location 2024 2023

3 unchanged sentences

Derivatives not designated as hedges:

Deal-contingent forward contract Other income (expense), net — 9,072 — 9,357

Non-contingent forward contract Other income (expense), net — 2,489 — 9,052

Cross currency swap contracts Other income (expense), net ( 24,935 ) 17,895

2 unchanged sentences

The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income:

Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location

Three Months Ended

March 31, Nine Months Ended

2024 2023 2024 2023

September 30,

Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location

Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ 890 $ ( 2,505 )

3 unchanged sentences

NOTE 16— SPECIAL CHARGES (RECOVERIES)

Special charges (recoveries) include costs and recoveries that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition-related costs and other charges.

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Business Optimization Plan

Micro Focus Acquisition Restructuring Plan ( 1,627 ) 6,864

Fiscal 2022 Restructuring Plan ( 39 ) ( 868 ) 35 7,233

Other historical restructuring plans ( 293 ) ( 117 )

Divestiture-related costs

7,331 — 14,313 —

Acquisition-related costs 736 1,070

Other charges (recoveries) 2,109 29,705 10,726 36,693

Other charges

Total $ 47,136 $ 13,794

Micro Focus Acquisition Restructuring Plan

During the third quarter of Fiscal 2023, as part of the Micro Focus Acquisition, we made a strategic decision to implement restructuring activities to reduce our overall workforce and further reduce our real estate footprint around the world (Micro Focus Acquisition Restructuring Plan).

The Micro Focus Acquisition Restructuring Plan charges relate to facility costs and workforce reductions.

Facility costs will include the accelerated amortization associated with the abandonment of right of use assets, the write-off of property and equipment 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.

Business Optimization Plan

During the first quarter of Fiscal 2025, we made a strategic decision to align the Company’s workforce to support its growth and innovation plans (Business Optimization Plan).

The Business Optimization Plan charges relate to workforce reductions.

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 three and nine months ended March 31, 2024, we recognized costs of $ 10.1 million and $ 27.8 million, respectively, related to abandoned office spaces that have been early terminated or assigned to a third party, of which $ 4.3 million and $ 14.5 million, respectively, were related to the write-off of right of use assets, and $ 1.0 million and $ 2.5 million, respectively, in charges associated with the write-off of property and equipment as part of the Micro Focus Acquisition Restructuring Plan.

As of March 31, 2024, we expect total costs to be incurred in connection with the Micro Focus Acquisition Restructuring Plan to be approximately $ 155.0 million to $ 170.0 million, of which $ 133.5 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.

A reconciliation of the beginning and ending restructuring liability, which is included within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets, for the nine months ended March 31, 2024 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

As of September 30, 2024, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 60.0 million, of which $ 42.5 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.

A reconciliation of the beginning and ending restructuring liability for the Business Optimization Plan, which is included within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets, for the three months ended September 30, 2024 is shown below.

Business Optimization Plan

Workforce reduction

Balance payable as of June 30, 2024

$ 25,816 $ 7,276 $ 33,092

Accruals and adjustments 42,503

1 unchanged sentence

Foreign exchange and other non-cash adjustments 589

Balance payable as of March 31, 2024

$ 14,747 $ 14,639 $ 29,386

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 relate to facility costs and workforce reductions.

Balance payable as of September 30, 2024

Micro Focus Acquisition Restructuring Plan

The Micro Focus Acquisition Restructuring Plan charges relate to facility costs and workforce reductions.

Facility costs include the accelerated amortization associated with the abandonment of right of use assets, the write-off of property and equipment and other related variable lease and exit costs.

2 unchanged sentences

On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

During the three and nine months ended March 31, 2024, we recognized costs of nil and $ 0.2 million, respectively, related to abandoned office spaces that have been early terminated or assigned to a third party, of which nil related to the write-off of right of use assets.

Since the inception of the Fiscal 2022 Restructuring Plan, $ 32.6 million has been recorded within Special charges (recoveries) in our Condensed Consolidated Financial Statements to date.

We do not expect to incur any further significant charges relating to the Fiscal 2022 Restructuring Plan.

Fiscal 2022 Restructuring Plan Workforce reduction Facility charges Total

Since the inception of the Micro Focus Acquisition Restructuring Plan, $ 144.9 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.

We do not expect to incur any further significant charges relating to the Micro Focus Acquisition Restructuring Plan.

A reconciliation of the beginning and ending restructuring liability for the Micro Focus Acquisition Restructuring Plan, which is included within Accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheets, for the three months ended September 30, 2024 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

Balance payable as of June 30, 2024

3 unchanged sentences

Foreign exchange and other non-cash adjustments 141 ( 295 ) ( 154 )

Balance payable as of March 31, 2024

Balance payable as of September 30, 2024

$ 4,584 $ 15,524 $ 20,108

1 unchanged sentence

Divestiture-related costs, recorded within Special charges (recoveries), include the direct costs related to the AMC Divestiture.

For the three and nine months ended March 31, 2024, divestiture-related costs were $ 7.3 million and $ 14.3 million, respectively (three and nine months ended March 31, 2023— nil ) .

Acquisition-related costs

Acquisition-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed acquisitions.

Acquisition-related costs for the three and nine months ended March 31, 2024 were $ 0.7 million and $ 1.8 million, respectively (three and nine months ended March 31, 2023—$ 34.8 million and $ 45.4 million, respectively).

Other charges (recoveries)

For the three and nine months ended March 31, 2024, Other charges (recoveries) includes $ 0.1 million and $ 5.5 million, of compensation related charges and $ 1.7 million and $ 4.1 million of other miscellaneous charges, respectively, both associated with the Micro Focus Acquisition, along with $ 0.3 million and $ 1.2 million related to pre-acquisition equity incentives of Zix Corporation (Zix), which upon acquisition were replaced by equivalent value cash settlements (see Note 19 “Acquisitions and Divestitures”).

For the three and nine months ended March 31, 2023, Other charges (recoveries) includes $ 21.4 million of severance charges, $ 7.5 million of other miscellaneous charges, both associated with the Micro Focus Acquisition and $ 0.8 million and $ 8.0 million, respectively, related to Zix pre-acquisition equity incentives, which upon acquisition were replaced by equivalent value cash settlements, and nil and $( 0.2 ) million, respectively, related to other Zix miscellaneous charges (recoveries).

For the three months ended September 30, 2024, Other charges (recoveries) includes $ 1.6 million of other miscellaneous charges and $ 0.1 million related to pre-acquisition equity incentives of Zix Corporation (Zix), which upon acquisition were replaced by equivalent value cash settlements.

For the three months ended September 30, 2023, Other charges includes $ 2.9 million of Micro Focus compensation related charges, $ 1.6 million of miscellaneous professional advisory charges, $ 1.1 million of other miscellaneous charges and $ 0.4 million related to pre-acquisition equity incentives of Zix, which upon acquisition were replaced by equivalent value cash settlements.

NOTE 17— ACQUISITIONS AND DIVESTITURES

Fiscal 2024 Acquisitions

Other Acquisition

On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd.

(KineMatik), a provider of automated business process and project management solutions built on OpenText’s Content Server.

In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination.

The results of operations of KineMatik have been consolidated with those of OpenText beginning August 24, 2023.

The results of KineMatik are not considered to be material to our business.

Fiscal 2023 Acquisitions

Acquisition of Micro Focus

On January 31, 2023, we acquired all of the issued and to be issued share capital of Micro Focus for a total purchase price of $ 6.2 billion, inclusive of Micro Focus’ cash and repayment of Micro Focus’ outstanding indebtedness, subject to final adjustments.

In connection with the financing of the Micro Focus Acquisition, concurrent with the announcement of the acquisition on August 25, 2022, the Company entered into the Acquisition Term Loan and Bridge Loan as well as certain derivative transactions.

On December 1, 2022, the Company issued and sold $ 1 billion in aggregate principal amount of 6.90 % Senior Secured Notes due 2027, amended the Acquisition Term Loan and terminated the Bridge Loan.

On January 31, 2023, we drew down the entire aggregate principal amount of $ 3.585 billion of the Acquisition Term Loan, net of original issuance discount and other fees, and drew down $ 450 million under the Revolver.

We used these proceeds and cash on hand to fund the purchase price consideration and repayment of Micro Focus’ outstanding indebtedness.

In conjunction with the closing of the Micro Focus Acquisition, the deal-contingent forward contracts and non-contingent forward contract, as described in Note 17 “Derivative Instruments and Hedging Activities,” were settled.

The results of operations of Micro Focus have been consolidated with those of OpenText beginning February 1, 2023.

Purchase Price Allocation

As of March 31, 2024, the recognized amounts of identifiable assets acquired and liabilities assumed, based on their fair values as of January 31, 2023, are set forth below:

Cash and cash equivalents

Accounts receivable, net of allowances for credit losses (1)

Other current assets (3)

Non-current tangible assets 441,129

Goodwill (2) (3)

Intangible customer assets 2,162,400

Intangible technology assets 1,392,300

Accounts payable and accrued liabilities ( 473,635 )

Deferred revenues ( 1,107,627 )

Other liabilities (3)

Net assets acquired $ 6,246,437

______________________

(1) The gross amount receivable was $ 418.2 million of which $ 9.3 million of this receivable was expected to be uncollectible.

(2) The goodwill of $ 3.4 billion is primarily attributable to the synergies expected to arise after the acquisition.

There is $ 67.3 million of goodwill that is deductible for tax purposes.

(3) Current period purchase price allocation adjustments of $ 32.1 million for the nine months ended March 31, 2024, were primarily driven by changes in other current assets and other liabilities related to adjustments of pre-acquisition other current assets and deferred tax liabilities.

A settlement related to Micro Focus’ securities litigation that was agreed to prior to the Micro Focus Acquisition has been accrued as part of the liabilities assumed.

This settlement, which received final court approval and is now resolved, was fully paid from insurance coverage, and therefore a receivable was recognized as part of the assets acquired.

During the third quarter of Fiscal 2023, payment was made into escrow by insurers, and therefore both the associated receivable and liability are no longer included on the Condensed Consolidated Balance Sheets as of June 30, 2023.

The finalization of the purchase price allocation during the three months ended March 31, 2024 did not result in any significant changes to the preliminary amounts previously disclosed.

The unaudited pro forma revenues and net income (loss) of the combined entity for the three and nine months ended March 31, 2023, had the Micro Focus Acquisition been consummated on July 1, 2021, are set forth below:

Three Months Ended March 31, Nine Months Ended March 31,

Supplemental Unaudited Pro Forma Information 2023 2023

Revenues $ 1,456,893 $ 4,442,276

Net income (loss) (1)

( 1,302 ) ( 453,839 )

Net income (loss) attributable to OpenText (1)

( 1,359 ) ( 453,977 )

______________________

(1) Included in the pro forma net loss for the three and nine months ended March 31, 2023, is a $ 448.2 million goodwill impairment by Micro Focus in its pre-acquisition historical results as a result of the Company’s offer to acquire Micro Focus at a price of 532 pence per share.

The unaudited pro forma financial information in the table above is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Micro Focus Acquisition had taken place at the beginning of the periods presented or the results that may be realized in the future.

Fiscal 2024 Divestiture

Divestiture of AMC Business

On May 1, 2024, the Company completed the previously announced sale of its AMC business to Rocket Software for $ 2.275 billion in cash before taxes, fees and other adjustments.

For the three and nine months ended March 31, 2024, the results of the AMC business were recorded and presented within our Condensed Consolidated Financial Statements.

See Note 25 “Subsequent Events” for more details.

operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Condensed Consolidated Statements of Income.

The Company expects that the sale proceeds less costs to sell will exceed the carrying value of the net assets for the AMC business.

The carrying value is subject to change based on developments leading up to the closing date.

The following are classified as held for sale in the Condensed Consolidated Balance Sheets, which are related to the AMC Divestiture.

The following balances incorporate the use of management estimates and are subject to change based on developments leading up to the closing date of the transaction.

Refer to Note 1 “Basis of Presentation.”

As of March 31, 2024

Assets held for sale

On May 1, 2024, the Company completed the sale of its AMC business to Rocket Software for $ 2.275 billion in cash before taxes, fees and other adjustments, which are expected to be finalized in Fiscal 2025.

The results of the AMC business were recorded and presented within our Condensed Consolidated and Consolidated Financial Statements during Fiscal 2024 for the period of July 1, 2023 through April 30, 2024.

In connection with the sale, a gain of $ 429.1 million was recorded in Other income (expense), net within our Consolidated Statements of Income for the year ended June 30, 2024.

The Company determined that the AMC business did not constitute a component, as its operations and cash flows cannot be clearly distinguished from the rest of the Company’s operations and cash flows due to significant shared costs, therefore, the transaction did not meet the discontinued operations criteria, and the results of operations from the AMC business are presented within Income from operations in our Condensed Consolidated Statements of Income up to the date of disposition.

The Company used the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described in Note 9 “Long-Term Debt.” The Company has also agreed to provide certain transition services to Rocket Software following the completion of the divestiture for up to 24 months after the closing date of May 1, 2024, which are included in financing activities on the Condensed Consolidated Statements of Cash Flows.

These transition service costs are reimbursable by Rocket Software.

As of September 30, 2024, we billed Rocket Software $ 14.5 million under the Transition Service Agreement (TSA).

The following table presents the carrying amounts of major classes of assets and liabilities disposed of in the AMC Divestiture as of April 30, 2024:

Accounts receivable trade, net of allowance for credit losses

2 unchanged sentences

Property and equipment

Operating lease right of use assets

Long-term contract assets

Acquired intangible assets

Total Assets held for sale

Liabilities held for sale

Deferred tax assets

Total AMC Assets

AMC Liabilities

Accounts payable and accrued liabilities

Operating lease liabilities

Deferred revenues

3 unchanged sentences

Long-term deferred revenues

Total Liabilities held for sale

The Company presents its deferred tax assets and liabilities related to transactions structured as share sales within Deferred tax assets and Deferred tax liabilities in our Condensed Consolidated Balance Sheets instead of presenting them as Assets held for sale or Liabilities held for sale in accordance with our accounting policies.

The deferred tax liability associated with the share sale entities related to the AMC Divestiture, which was not presented as part of Liabilities held for sale, was $ 113.3 million as of March 31, 2024.

Long-term income taxes payable

Deferred tax liabilities

Total AMC Liabilities

Fiscal 2024 Acquisitions

Other Acquisitions

On August 23, 2023, we acquired all of the equity interest in KineMatik Ltd.

(KineMatik), a provider of automated business process and project management solutions built on OpenText’s Content Server.

In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination.

The results of operations of KineMatik have been consolidated with those of OpenText beginning August 24, 2023.

The results of KineMatik are not considered to be material to our business.

On May 22, 2024, we acquired Pillr, a cloud native, multi-tenant Managed Detection and Response platform from Novacoast, Inc.

for Managed Service Providers that includes powerful threat-hunting capabilities.

In accordance with ASC Topic 805, “Business Combinations”, this acquisition was accounted for as a business combination.

The results of operations of Pillr have been consolidated with those of OpenText beginning May 22, 2024.

The results of Pillr are not considered to be material to our business.

NOTE 18— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2024

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of December 31, 2023

$ ( 74,493 ) $ 1,142 $ ( 373 ) $ ( 9,775 ) $ ( 83,499 )

Other comprehensive income (loss) before reclassifications, net of tax 11,765 ( 1,634 ) 90 — 10,221

Amounts reclassified into net income, net of tax — 118 — 115 233

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

11,765 ( 1,516 ) 90 115 10,454

Balance as of March 31, 2024

$ ( 62,728 ) $ ( 374 ) $ ( 283 ) $ ( 9,660 ) $ ( 73,045 )

Nine Months Ended March 31, 2024

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of June 30, 2024

3 unchanged sentences

Total other comprehensive income (loss), net for the period ( 5,190 ) 916 248 ( 811 ) ( 4,837 )

( 18,614 ) ( 1,498 ) 319 307 ( 19,486 )

Balance as of March 31, 2024

$ ( 62,728 ) $ ( 374 ) $ ( 283 ) $ ( 9,660 ) $ ( 73,045 )

______________________

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and nine months ended March 31, 2024 included net gains (losses) relating to our net investment hedges of $ 15.1 million and $( 10.9 ) million, respectively, as further discussed in Note 17 “Derivative Instruments and Hedging Activities.”

Three Months Ended March 31, 2023

Foreign Currency Translation Adjustments Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of December 31, 2022

$ ( 263 ) $ ( 1,348 ) $ — $ 583 $ ( 1,028 )

Other comprehensive income (loss) before reclassifications, net of tax ( 28,640 ) 38 ( 900 ) ( 3,318 ) ( 32,820 )

Amounts reclassified into net income, net of tax — 699 — 35 734

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

Balance as of September 30, 2024

$ ( 64,950 ) $ 308 $ ( 126 ) $ ( 9,688 ) $ ( 74,456 )

Balance as of March 31, 2023

______________________

Nine Months Ended March 31, 2023

Foreign Currency Translation Adjustments Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

(1) The amount of foreign currency translation recognized in other comprehensive income during the three months ended September 30, 2024 included net gains (losses) relating to our net investment hedge of $( 26.1 ) million, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

Foreign Currency Translation Adjustments (1)

Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)

Balance as of June 30, 2023

3 unchanged sentences

Total other comprehensive income (loss), net for the period ( 14,583 ) ( 1,832 ) ( 221 ) 170 ( 16,466 )

Balance as of September 30, 2023

$ ( 58,697 ) $ ( 708 ) $ ( 823 ) $ ( 9,797 ) $ ( 70,025 )

Balance as of March 31, 2023

______________________

(1) The amount of foreign currency translation recognized in other comprehensive income during the three months ended September 30, 2023 included net gains (losses) relating to our net investment hedge of $ 17.1 million, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

NOTE 19— SUPPLEMENTAL CASH FLOW DISCLOSURES

Nine Months Ended March 31,

Three Months Ended September 30,

Cash paid during the period for interest $ 80,438 $ 131,867

2 unchanged sentences

NOTE 20— OTHER INCOME (EXPENSE), NET

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Foreign exchange gains (losses) $ ( 11,379 ) $ 11,434

$ 3,806 $ 55,558 $ ( 4,384 ) $ 54,257

Unrealized gains (losses) on derivatives

not designated as hedges (2)

16,671 ( 102,713 ) ( 3,551 ) ( 112,567 )

Realized gains on derivatives

not designated as hedges (3)

— 137,471 — 137,471

OpenText share in net loss of equity investees (4)

Unrealized gains (losses) on derivatives not designated as hedges (1)

( 24,935 ) 17,895

Loss on debt extinguishment (5) (6)

OpenText share in net income (loss) of equity investees (2)

455 ( 9,696 )

Other miscellaneous income (expense) 204 537

1,111 135 ( 913 ) 362

Total other income (expense), net $ ( 35,655 ) $ 20,170

______________________

(1) The three and nine months ended March 31, 2023 include a foreign exchange gain of $ 36.6 million resulting from the delayed payment of a portion of the purchase consideration, settled on February 9, 2023, related to the Micro Focus Acquisition (see Note 19 “Acquisitions and Divestitures” for more details).

(1) Represents the unrealized gains (losses) on our derivatives not designated as hedges related to the Micro Focus Acquisition (see Note 15 “Derivative Instruments and Hedging Activities” for more details).

(3) Represents the realized gains (losses) on our derivatives not designated as hedges related to the Micro Focus Acquisition (see Note 17 “Derivative Instruments and Hedging Activities” for more details).

(2) Represents our share in net income (losses) 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 7 “Prepaid Expenses and Other Assets” for more details).

(5) On December 1, 2022, we amended the Acquisition Term Loan and Bridge Loan to reallocate commitments under the Bridge Loan to the Acquisition Term Loan and terminated all remaining commitments under the Bridge Loan which resulted in a loss on debt extinguishment related to unamortized debt issuance costs (see Note 11 “Long-Term Debt” for more details).

(6) During the three and nine months ended March 31, 2024, we recognized a loss on debt extinguishment of $ 10.8 million related to the acceleration and recognition of unamortized debt discount and issuance costs resulting from the optional repayments of the Acquisition Term Loan in Fiscal 2024 (see Note 11 “Long-Term Debt” for more details).

NOTE 23— EARNINGS (LOSS) PER SHARE

Basic earnings per share is computed by dividing net income attributable to OpenText, by the weighted average number of Common Shares outstanding during the period.

Diluted earnings per share is computed by dividing net income attributable to OpenText, by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method.

NOTE 21— EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income attributable to OpenText by the weighted average number of Common Shares outstanding during the period.

Diluted earnings per share are computed by dividing net income attributable to OpenText by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method.

Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Basic earnings per share

Net income attributable to OpenText

$ 84,368 $ 80,901

Basic earnings per share attributable to OpenText

$ 0.32 $ 0.30

Diluted earnings per share

Net income attributable to OpenText

$ 84,368 $ 80,901

Diluted earnings per share attributable to OpenText

Weighted-average number of shares outstanding

$ 0.32 $ 0.30

Weighted-average number of shares outstanding (in ‘000’s)

Basic 267,400 271,178

3 unchanged sentences

______________________

(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.

7 unchanged sentences

and if applicable, the availability of other sources of comparable services or products.

During the nine months ended March 31, 2024, Mr.

Stephen Sadler, a member of the Board of Directors, earned $ 5 thousand (nine months ended March 31, 2023 — $ 0.3 million) in consulting fees from OpenText for assistance with acquisition-related business activities.

During the three months ended September 30, 2024, Mr.

Stephen Sadler, a member of the Board of Directors, earned consulting fees from OpenText for assistance with acquisition-related business activities.

The fees earned were not material.

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

1 unchanged sentence

Cash Dividends

As part of our quarterly, non-cumulative cash dividend program, we declared, on April 30, 2024, a dividend of $ 0.25 per Common Share.

The record date for this dividend is May 31, 2024 and the payment date is June 18, 2024.

As part of our quarterly, non-cumulative cash dividend program, we declared, on October 29, 2024, a dividend of $ 0.2625 per Common Share.

The record date for this dividend is November 29, 2024 and the payment date is December 20, 2024.

Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.

Divestiture of AMC Business

On May 1, 2024, the Company completed the previously announced sale of its AMC business to Rocket Software, for $ 2.275 billion in cash before taxes, fees and other adjustments.

For the three and nine months ended March 31, 2024, the results of the AMC business were recorded and presented within our Condensed Consolidated Financial Statements.

Due to the limited time since the transaction’s closing date and the size and complexity of the transaction, the Company has not completed the accounting for the business divestiture, including the determination of the gain or loss to be recognized in connection with its completion.

The Company is using the net proceeds from the transaction to prepay in full the outstanding principal balances of the Term Loan B and prepay a portion of the outstanding principal balance of the Acquisition Term Loan, as further described below under “Debt Prepayment.” The Company has also agreed to provide certain transition services to Rocket Software following completion of the divestiture for up to 24 months.

Debt Prepayment

On May 1, 2024, we provided notices to prepay $ 2.0 billion of our aggregate outstanding debt including $ 1.06 billion on the Acquisition Term Loan and $ 940 million under Term Loan B using net proceeds from the AMC Divestiture.

We expect the prepayments to be made on or about May 6, 2024, at which point the remaining balance of the Acquisition Term Loan will be $ 2.23 billion and the Term Loan B will have been repaid in full.

Share Repurchase Plan

On April 30, 2024, the Board authorized a share repurchase plan (the Fiscal 2024 Repurchase Plan), pursuant to which we may purchase for cancellation, in open market transactions from time to time over the 12 month period commencing on May 7, 2024 until May 6, 2025, up to an aggregate of $ 250 million of our Common Shares on the NASDAQ Global Select Market, the TSX (as part of a Fiscal 2024 NCIB, defined below) and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.

Normal Course Issuer Bid (NCIB)

On April 30, 2024, the Company established a Normal Course Issuer Bid (the Fiscal 2024 NCIB) in order to provide it with a means to execute purchases over the TSX as part of the overall Fiscal 2024 Repurchase Plan.

The TSX approved the Company’s notice of intention to commence the Fiscal 2024 NCIB, pursuant to which the Company may purchase Common Shares over the TSX for the period commencing on May 7, 2024 until May 6, 2025 in accordance with the TSX's normal course issuer bid rules, including that such purchases were to be made at prevailing market prices or as otherwise permitted.

Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 13,643,472 (representing 5 % of the Company’s issued and outstanding Common Shares as of April 26, 2024), and the maximum number of Common Shares that could be purchased on a single day was 138,175 Common Shares, which was 25 % of 552,700 (the average daily trading volume for the Common Shares on the TSX for the six months ended March 31, 2024), subject to certain exceptions for block purchases, and subject in any case to the volume and other limitations under Rule 10b-18 under the Exchange Act.

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-Q

Item 1. Financial Statements