4 unchanged sentences
dollars, except share data)
−Removed: September 30, 2024 June 30, 2024
+Added: December 31, 2024 June 30, 2024
ASSETS (Unaudited)
Cash and cash equivalents $ 1,122,192 $ 1,280,662
−Removed: 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
+Added: Accounts receivable trade, net of allowance for credit losses of $ 14,641 as of December 31, 2024 and $ 12,108 as of June 30, 2024
639,611 626,189
6 unchanged sentences
Total current assets 2,085,057 2,277,325
−Removed: Property and equipment, net of accumulated depreciation of $ 768,438 as of September 30, 2024 and $ 751,174 as of June 30, 2024
+Added: Property and equipment, net of accumulated depreciation of $ 779,868 as of December 31, 2024 and $ 751,174 as of June 30, 2024
355,877 367,740
45 unchanged sentences
Share capital and additional paid-in capital (Note 11)
−Removed: 265,545,938 and 267,800,517 Common Shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively;
+Added: 263,727,502 and 267,800,517 Common Shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively;
authorized Common Shares:
3 unchanged sentences
Retained earnings 2,174,514 2,119,159
−Removed: Treasury stock, at cost ( 3,899,507 and 3,135,980 shares at September 30, 2024 and June 30, 2024, respectively)
+Added: Treasury stock, at cost ( 4,225,850 and 3,135,980 shares at December 31, 2024 and June 30, 2024, respectively)
( 144,432 ) ( 123,268 )
11 unchanged sentences
dollars and shares, except per share data)
−Removed: Three Months Ended September 30,
+Added: Three Months Ended
+Added: December 31, Six Months Ended
+Added: 2024 2023 2024 2023
Revenues (Note 3):
32 unchanged sentences
50,893 8,054 52,776 18,406
+Added: $ 229,906 $ 37,737 $ 314,328 $ 118,683
Net (income) attributable to non-controlling interests
14 unchanged sentences
(In thousands of U.S.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended
+Added: December 31, Six Months Ended
2024 2023 2024 2023
+Added: $ 229,906 $ 37,737 $ 314,328 $ 118,683
Other comprehensive income (loss)—net of tax:
4 unchanged sentences
(Gain) loss reclassified into net income—net of tax (2)
+Added: 1,010 328 1,272 337
Unrealized gain (loss) on available-for-sale financial assets:
Unrealized gain (loss)—net of tax (3)
+Added: 436 450 684 229
Actuarial gain (loss) relating to defined benefit pension plans:
2 unchanged sentences
Amortization of actuarial (gain) loss into net income—net of tax (5)
+Added: 252 113 486 302
Total other comprehensive loss, net
7 unchanged sentences
______________________
−Removed: (1) Net of tax expense (recovery) of $ 236 and $( 664 ) for the three months ended September 30, 2024 and 2023, respectively.
−Removed: (2) Net of tax expense (recovery) of $ 94 and $ 3 for the three months ended September 30, 2024 and 2023, respectively.
−Removed: (3) Net of tax expense (recovery) of $ 207 and $( 59 ) for the three months ended September 30, 2024 and 2023, respectively.
−Removed: (4) Net of tax expense (recovery) of $( 43 ) and $ 19 for the three months ended September 30, 2024 and 2023, respectively.
−Removed: (5) Net of tax expense (recovery) of $ 92 and $ 75 for the three months ended September 30, 2024 and 2023, respectively.
+Added: (1) Net of tax expense (recovery) of $( 1,510 ) and $ 549 for the three months ended December 31, 2024 and 2023, respectively;
+Added: $( 1,274 ) and $( 115 ) for the six months ended December 31, 2024 and 2023, respectively.
+Added: (2) Net of tax expense (recovery) of $ 364 and $ 118 for the three months ended December 31, 2024 and 2023, respectively;
+Added: $ 458 and $ 121 for the six months ended December 31, 2024 and 2023, respectively.
+Added: (3) Net of tax expense (recovery) of $ 18 and $ 119 for the three months ended December 31, 2024 and 2023, respectively;
+Added: $ 225 and $ 60 for the six months ended December 31, 2024 and 2023, respectively.
+Added: (4) Net of tax expense (recovery) of $ — and $ 91 for the three months ended December 31, 2024 and 2023, respectively;
+Added: $( 43 ) and $ 110 for the six months ended December 31, 2024 and 2023, respectively.
+Added: (5) Net of tax expense (recovery) of $ 92 and $ 50 for the three months ended December 31, 2024 and 2023, respectively;
+Added: $ 184 and $ 125 for the six months ended December 31, 2024 and 2023, respectively .
See accompanying Notes to Condensed Consolidated Financial Statements.
3 unchanged sentences
dollars and shares)
−Removed: Three Months Ended September 30, 2024
+Added: Three Months Ended December 31, 2024
Common Shares and Additional Paid in Capital Treasury Stock Retained
3 unchanged sentences
Shares Amount Shares Amount
−Removed: Balance as of June 30, 2024
+Added: 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
11 unchanged sentences
Net income for the period — — — — 229,862 — 44 229,906
+Added: Balance as of December 31, 2024
263,728 $ 2,275,583 ( 4,226 ) $ ( 144,432 ) $ 2,174,514 $ ( 75,779 ) $ 1,621 $ 4,231,507
+Added: Three Months Ended December 31, 2023
+Added: Common Shares and Additional Paid in Capital Treasury Stock Retained
+Added: Earnings Accumulated Other
+Added: Comprehensive
+Added: Income Non-Controlling Interests Total
+Added: Shares Amount Shares Amount
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
−Removed: Three Months Ended September 30, 2023
+Added: Issuance of Common Shares
+Added: Under employee stock option plans 340 11,111 — — — — — 11,111
+Added: Under employee stock purchase plans 287 8,370 — — — — — 8,370
+Added: Share-based compensation — 39,993 — — — — — 39,993
+Added: Issuance of treasury stock — ( 14,539 ) 353 17,030 ( 2,491 ) — — —
+Added: Dividends declared
+Added: ($ 0.25 per Common Share)
+Added: — — — — ( 67,648 ) — — ( 67,648 )
+Added: Other comprehensive income (loss) - net — — — — — ( 13,474 ) — ( 13,474 )
+Added: Net income for the period — — — — 37,675 — 62 37,737
+Added: Balance as of December 31, 2023
+Added: 271,855 $ 2,261,856 ( 4,400 ) $ ( 179,089 ) $ 2,029,643 $ ( 83,499 ) $ 1,436 $ 4,030,347
+Added: OPEN TEXT CORPORATION
+Added: CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
+Added: (In thousands of U.S.
+Added: dollars and shares)
+Added: Six Months Ended December 31, 2024
Common Shares and Additional Paid in Capital Treasury Stock Retained
11 unchanged sentences
Issuance of treasury stock — ( 41,836 ) 1,097 43,859 ( 702 ) — — 1,321
+Added: Repurchase of Common Shares ( 4,862 ) ( 35,319 ) — — ( 118,256 ) — — ( 153,575 )
Dividends declared
3 unchanged sentences
Net income for the period — — — — 314,230 — 98 314,328
+Added: Balance as of December 31, 2024
263,728 $ 2,275,583 ( 4,226 ) $ ( 144,432 ) $ 2,174,514 $ ( 75,779 ) $ 1,621 $ 4,231,507
−Removed: Balance as of September 30, 2023
+Added: Six Months Ended December 31, 2023
+Added: Common Shares and Additional Paid in Capital Treasury Stock Retained
+Added: Earnings Accumulated Other
+Added: Comprehensive
+Added: Income Non-Controlling Interests Total
+Added: Shares Amount Shares Amount
+Added: Balance as of June 30, 2023
270,903 $ 2,176,947 ( 3,536 ) $ ( 151,597 ) $ 2,048,984 $ ( 53,559 ) $ 1,329 $ 4,022,104
+Added: Issuance of Common Shares
+Added: Under employee stock option plans 425 14,003 — — — — — 14,003
+Added: Under employee stock purchase plans 527 17,011 — — — — — 17,011
+Added: Share-based compensation — 76,997 — — — — — 76,997
+Added: Purchase of treasury stock — — ( 1,400 ) ( 53,085 ) — — — ( 53,085 )
+Added: Issuance of treasury stock — ( 23,102 ) 536 25,593 ( 2,491 ) — — —
+Added: Dividends declared
+Added: ($ 0.50 per Common Share)
+Added: — — — — ( 135,426 ) — — ( 135,426 )
+Added: Other comprehensive income (loss) - net — — — — — ( 29,940 ) — ( 29,940 )
+Added: Net income for the period — — — — 118,576 — 107 118,683
+Added: Balance as of December 31, 2023
+Added: 271,855 $ 2,261,856 ( 4,400 ) $ ( 179,089 ) $ 2,029,643 $ ( 83,499 ) $ 1,436 $ 4,030,347
See accompanying Notes to Condensed Consolidated Financial Statements
2 unchanged sentences
(In thousands of U.S.
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
Cash flows from operating activities:
5 unchanged sentences
Amortization of debt discount and issuance costs
+Added: 10,795 12,821
Write-off of right of use assets 1,385 10,963
+Added: Adjustment to gain on AMC Divestiture
Loss on sale and write down of property and equipment, net
12 unchanged sentences
Operating lease assets and liabilities, net ( 11,964 ) ( 11,194 )
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash provided by operating activities
270,186 397,774
2 unchanged sentences
Purchase of Micro Focus, net of cash acquired
+Added: Adjustment to proceeds from AMC Divestiture
Proceeds from net investment hedge derivative contracts
5 unchanged sentences
stock options and ESPP
+Added: 17,740 29,257
Repayment of long-term debt and Revolver ( 17,926 ) ( 372,926 )
16 unchanged sentences
Reconciliation of cash, cash equivalents and restricted cash:
−Removed: September 30, 2024 September 30, 2023
+Added: December 31, 2024 December 31, 2023
Cash and cash equivalents $ 1,122,192 $ 1,003,134
7 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For the Three Months Ended September 30, 2024
+Added: For the Three and Six Months Ended December 31, 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.
−Removed: (OT South Africa), which as of September 30, 2024, was 70 % owned by OpenText.
+Added: (OT South Africa), which as of December 31, 2024, was 70 % owned by OpenText.
All intercompany balances and transactions have been eliminated.
5 unchanged sentences
The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented.
−Removed: 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.
+Added: Beginning in the first quarter of Fiscal 2025, for the three and six months ended December 31, 2023, the Company reclassified expenses of $ 7.4 million and $ 15.6 million, respectively, from 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.
+Added: We also reclassified prior period information to conform to current presentation.
Use of estimates
27 unchanged sentences
We are currently evaluating the potential impact of the adoption of ASU 2023-09 on the Company’s financial disclosures.
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40),” which requires additional disclosures of specific expense categories included within income statement expense captions.
+Added: The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The amendments in this ASU are to be applied on a prospective basis with the option for retrospective application, and early adoption is permitted.
+Added: We are currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial disclosures.
NOTE 3— REVENUES
3 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:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Total Revenues by Geography:
31 unchanged sentences
deferred revenues) for the periods indicated below were as follows:
−Removed: As of September 30, 2024
+Added: As of December 31, 2024
As of June 30, 2024
Short-term contract assets
+Added: $ 68,487 $ 66,450
Long-term contract assets
1 unchanged sentence
Short-term deferred revenues
+Added: 1,452,734 1,521,416
Long-term deferred revenues
+Added: 159,987 162,401
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.
−Removed: We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer.
−Removed: 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.
−Removed: During the three months ended September 30, 2024 and 2023, respectively, there was no significant impairment loss recognized related to contract assets.
+Added: We fulfill our obligations under a contract with a customer
+Added: by transferring products and services in exchange for consideration from the customer.
+Added: During the six months ended December 31, 2024, we reclassified $ 57.3 million (six months ended December 31, 2023 — $ 58.5 million) of contract assets to receivables as a result of the right to the transaction consideration becoming unconditional.
+Added: During the three and six months ended December 31, 2024 and 2023, respectively, there was no impairment loss recognized related to contract assets.
We recognize deferred revenue when we have received consideration or an amount of consideration is due from the customer for future obligations to transfer products or services.
Our deferred revenues primarily relate to cloud services and customer support agreements which have been paid for by customers prior to the performance of those services.
−Removed: 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).
+Added: The amount of revenue that was recognized during the six months ended December 31, 2024 that was included in the deferred revenue balances at June 30, 2024 was $ 1,131 million (six months ended December 31, 2023—$ 1,268 million).
Incremental Costs of Obtaining a Contract with a Customer
5 unchanged sentences
Impact of foreign exchange rate changes ( 1,034 )
−Removed: Capitalized costs to obtain a contract as of September 30, 2024
−Removed: 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.
+Added: Capitalized costs to obtain a contract as of December 31, 2024
+Added: During the three and six months ended December 31, 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.
−Removed: Transaction Price Allocated to the Remaining Performance Obligations
−Removed: As of September 30, 2024, approximately $ 2.6 billion of revenue is expected to be recognized from remaining performance obligations on existing contracts.
−Removed: 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.
−Removed: We apply the practical expedient and do not disclose performance obligations that have original expected durations of one year or less.
+Added: Remaining Performance Obligations
+Added: Remaining performance obligations (RPO) represent contracted revenue that has not yet been recognized.
+Added: They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods.
+Added: As of December 31, 2024, the Company elected to include RPO for contracts with an original expected duration of one year or less in accordance with ASC 606-10-50-14, and will discontinue use of the practical expedient relating to the disclosure of RPO within a contract.
+Added: The Company believes this presentation is preferable as it provides additional information.
+Added: Comparative amounts have not been provided for the quarter ended December 31, 2023 as such information cannot be practically determined for comparison purposes.
+Added: The following chart provides RPO information as of the following periods.
+Added: The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.
+Added: ($ in billions) As of December 31, 2024
+Added: As of September 30, 2024
+Added: As of June 30, 2024
+Added: Total RPO (1)
+Added: $ 4.1 $ 3.9 $ 4.0
+Added: % recognized as revenue over the following 12 months
+Added: Cloud services and subscription RPO
+Added: $ 2.3 $ 2.2 $ 2.2
+Added: % recognized as revenue over the following 12 months
+Added: Customer support and other RPO (2)
+Added: $ 1.8 $ 1.7 $ 1.8
+Added: % recognized as revenue over the following 12 months
+Added: ______________________
+Added: (1) RPO amounts presented may be impacted by certain estimates including currency fluctuations, estimates of customers’ deployment of contracted solutions, changes in the scope or termination of contracts, among other factors, and are therefore subject to change.
+Added: (2) Customer support and other RPO is primarily comprised of obligations related to customer support revenues, and to a lesser extent license, professional services and other revenues.
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.
−Removed: 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
−Removed: years beginning in December 2005, with an option to renew for an additional term of 49 years.
+Added: 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.
1 unchanged sentence
The following illustrates the Condensed Consolidated Balance Sheets information related to leases:
−Removed: As of September 30, 2024 As of June 30, 2024
−Removed: Operating Leases Balance Sheet Location
−Removed: Operating lease right of use assets Operating lease right of use assets $ 219,514 $ 219,774
−Removed: Operating lease liabilities (current) Operating lease liabilities $ 75,312 $ 76,446
−Removed: Operating lease liabilities (noncurrent) Long-term operating lease liabilities 213,400 218,174
+Added: Operating Leases Balance Sheet Location As of December 31, 2024 As of June 30, 2024
+Added: Operating lease right of use assets
+Added: Operating lease right of use assets $ 211,079 $ 219,774
+Added: Operating lease liabilities (current)
+Added: Operating lease liabilities $ 74,699 $ 76,446
+Added: Operating lease liabilities (non-current)
+Added: Long-term operating lease liabilities 200,815 218,174
Total operating lease liabilities $ 275,514 $ 294,620
1 unchanged sentence
Finance lease receivables (current) Prepaid expenses and other current assets $ 2,548 $ 4,031
−Removed: Finance lease receivables (noncurrent) Other assets 1,850 2,329
+Added: Finance lease receivables (non-current)
+Added: Other assets 1,378 2,329
Total finance lease receivables $ 3,926 $ 6,360
Finance lease liabilities (current) Accounts payable and accrued liabilities $ 2,286 $ 3,173
−Removed: Finance lease liabilities (noncurrent) Accrued liabilities 1,850 2,327
+Added: Finance lease liabilities (non-current)
+Added: Accrued liabilities 1,377 2,327
Total finance lease liabilities $ 3,663 $ 5,500
The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 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:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Operating lease cost $ 20,643 $ 22,594 $ 41,748 $ 46,334
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:
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
Cash paid for amounts included in the measurement of lease liabilities:
5 unchanged sentences
Maturity of Lease Liabilities
−Removed: The following table presents the future minimum lease payments under our lease liabilities as of September 30, 2024:
+Added: The following table presents the future minimum lease payments under our lease liabilities as of December 31, 2024:
Fiscal years ending June 30, Operating Leases Finance Leases
−Removed: 2025 (nine months ended)
+Added: 2025 (six months ended)
$ 44,520 $ 1,415
10 unchanged sentences
Acquisition of Pillr (Note 17) (1)
+Added: Divestiture of AMC business (Note 17) (2)
Impact of foreign exchange rate changes ( 6,549 )
−Removed: Balance as of September 30, 2024
+Added: Balance as of December 31, 2024
______________________
−Removed: (1) Adjustments relate to the open measurement period.
+Added: (1) Adjustment relates to the open measurement period.
+Added: (2) Relates to the final settlement of working capital and other adjustments.
NOTE 6— ACQUIRED INTANGIBLE ASSETS
−Removed: As of September 30, 2024
+Added: As of December 31, 2024
Accumulated Amortization
9 unchanged sentences
Total $ 3,915,828 $ ( 1,429,564 ) $ 2,486,264
−Removed: 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.
+Added: Where applicable, the above balances as of December 31, 2024 have been reduced to reflect the impact of intangible assets where the gross cost has become fully amortized during the six months ended December 31, 2024.
The impact of this resulted in reductions to the cost and accumulated amortization of technology assets and customer assets of $ 11 million and $ 118 million, respectively.
3 unchanged sentences
Fiscal years ending June 30,
−Removed: 2025 (nine months ended)
+Added: 2025 (six months ended)
2030 and Thereafter
2 unchanged sentences
Prepaid expenses and other current assets:
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 2024 As of June 30, 2024
Deposits and restricted cash $ 1,616 $ 4,142
Capitalized costs to obtain a contract
+Added: 39,166 44,577
Short-term prepaid expenses and other current assets
+Added: 143,937 192,065
Derivative asset (1)
3 unchanged sentences
Other assets:
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 2024 As of June 30, 2024
Deposits and restricted cash
+Added: $ 22,211 $ 20,063
Capitalized costs to obtain a contract
+Added: 71,813 64,911
Investments 119,919 124,168
1 unchanged sentence
Long-term prepaid expenses and other long-term assets
+Added: 42,427 48,598
Total $ 296,382 $ 298,281
5 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”).
−Removed: 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).
+Added: During the three and six months ended December 31, 2024, our share of income (loss) from these investments was $ 1.5 million and $ 2.0 million, respectively (three and six months ended December 31, 2023—$( 8.5 ) million and $( 18.2 ) million, respectively).
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:
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 2024 As of June 30, 2024
Accounts payable—trade $ 128,432 $ 151,202
11 unchanged sentences
Long-term accrued liabilities:
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 2024 As of June 30, 2024
Amounts payable in respect of restructuring and other special charges $ 7,923 $ 9,682
4 unchanged sentences
We are required to return certain of our leased facilities to their original state at the conclusion of our lease.
−Removed: 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).
+Added: As of December 31, 2024, the present value of this obligation was $ 28.8 million (June 30, 2024—$ 29.6 million), with an undiscounted value of $ 31.5 million (June 30, 2024—$ 32.8 million).
NOTE 9— LONG-TERM DEBT
−Removed: As of September 30, 2024 As of June 30, 2024
+Added: As of December 31, 2024 As of June 30, 2024
Senior Notes 2031 $ 650,000 $ 650,000
12 unchanged sentences
Non-current portion of long-term debt $ 6,348,814 $ 6,356,943
+Added: ______________________
+Added: (1) During the three and six months ended December 31, 2024, we recorded $ 1.0 million and $ 1.0 million of debt issuance costs, respectively, related to the modification of the Acquisition Term Loan (as defined below) (three and six months ended December 31, 2023—$ 0.8 million and $ 2.4 million, respectively, related to the amendment of the Revolver and the modification of the Acquisition Term Loan, each as defined below).
Senior Unsecured Fixed Rate Notes
8 unchanged sentences
As a result of the merger, OTI assumed all rights and obligations of OTHI concerning the Senior Notes 2031, effective July 1, 2024.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 6.7 million and $ 13.4 million, respectively, relating to Senior Notes 2031 (three and six months ended December 31, 2023—$ 6.7 million and $ 13.4 million, respectively).
Senior Notes 2030
4 unchanged sentences
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.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 9.3 million and $ 18.6 million, respectively, relating to Senior Notes 2030 (three and six months ended December 31, 2023—$ 9.3 million and $ 18.6 million, respectively).
Senior Notes 2029
3 unchanged sentences
Senior Notes 2029 will mature on December 1, 2029, unless earlier redeemed, in accordance with their terms, or repurchased.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 8.2 million and $ 16.4 million, respectively, relating to Senior Notes 2029 (three and six months ended December 31, 2023—$ 8.2 million and $ 16.4 million, respectively).
Senior Notes 2028
3 unchanged sentences
Senior Notes 2028 will mature on February 15, 2028, unless earlier redeemed, in accordance with their terms, or repurchased.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 8.7 million and $ 17.4 million, respectively, relating to Senior Notes 2028 (three and six months ended December 31, 2023—$ 8.7 million and $ 17.4 million, respectively).
Senior Secured Fixed Rate Notes
2 unchanged sentences
persons in offshore transactions pursuant to Regulation S under the Securities Act.
−Removed: Senior Secured Notes 2027 bear interest at a rate of 6.90 % per
−Removed: annum, payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2023.
+Added: 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.
−Removed: As of September 30, 2024, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.
+Added: As of December 31, 2024, the Senior Secured Notes 2027 bear an effective interest rate of 7.39 %.
The effective interest rate includes interest expense of $ 34.6 million and amortization of debt discount and issuance costs of $ 1.4 million.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 17.3 million and $ 34.6 million, respectively, relating to Senior Secured Notes 2027 (three and six months ended December 31, 2023—$ 17.3 million and $ 34.6 million, respectively).
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 .
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we did not record any interest expense relating to Term Loan B (three and six months ended December 31, 2023—$ 17.3 million and $ 34.5 million, respectively).
On December 19, 2023, we amended our committed revolving credit facility (the Revolver) to, among other things, extend the maturity to December 19, 2028.
4 unchanged sentences
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.
−Removed: As of September 30, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.54 :1.00.
−Removed: As of September 30, 2024, we had no outstanding balance under the Revolver (June 30, 2024— nil ).
−Removed: 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).
+Added: As of December 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.45 :1.00.
+Added: As of December 31, 2024, we had no outstanding balance under the Revolver (June 30, 2024— nil ).
+Added: For the three and six months ended December 31, 2024, we did not record any interest expense relating to the Revolver (three and six months ended December 31, 2023—$ 0.2 million and $ 2.2 million, respectively).
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.
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: 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.
+Added: On August 14, 2023, we entered into the second amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.75 % over the remaining term of the Acquisition Term Loan.
+Added: On May 15, 2024, we entered into the third amendment to 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).
+Added: On November 27, 2024, we entered into the fourth amendment to the Acquisition Term Loan to reduce the applicable interest rate margin by 0.5 % over the remaining term of the Acquisition Term Loan.
+Added: The reductions in interest rate margin on the Acquisition Term Loan resulting from the amendments were all 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 Term SOFR (as defined in the Acquisition Term Loan) plus an applicable margin of 1.75 %.
−Removed: As of September 30, 2024, the outstanding balance on the Acquisition Term Loan bears an interest rate of 7.50 %.
−Removed: As of September 30, 2024, the Acquisition
−Removed: Term Loan bears an effective interest rate of 8.59 %.
+Added: As of December 31, 2024, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.32 %.
+Added: As of December 31, 2024, the Acquisition Term Loan bears an effective interest rate of 7.38 %.
The effective interest rate includes interest expense of $ 81.1 million and amortization of debt discount and issuance costs of $ 7.2 million.
3 unchanged sentences
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.
−Removed: As of September 30, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.54 :1:00.
+Added: As of December 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.45 :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 and the Senior Secured Notes 2027.
1 unchanged sentence
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.
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, we recorded interest expense of $ 38.2 million and $ 81.1 million, respectively, relating to the Acquisition Term Loan (three and six months ended December 31, 2023—$ 73.1 million and $ 150.3 million, respectively).
Debt Discount and Issuance Costs
4 unchanged sentences
All of our pension and other post-retirement plans are located outside of Canada and the United States.
−Removed: The plans are primarily located in Germany, which, as of September 30, 2024, make up approximately 57 % of the total net benefit pension obligations.
+Added: The plans are primarily located in Germany, which, as of December 31, 2024, make up approximately 56 % 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.
5 unchanged sentences
Many of these plans were assumed through our acquisitions or are required by local regulatory and statutory requirements.
−Removed: of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Condensed Consolidated Balance Sheets.
+Added: All of our defined benefit and other post-retirement plans are included in the aggregate projected benefit obligation within Pension liability, net on our Condensed Consolidated Balance Sheets.
The following are details of net pension expense relating to the defined benefit pension plans:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Pension expense:
7 unchanged sentences
Cash Dividends
−Removed: 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).
+Added: For the three and six months ended December 31, 2024, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.2625 and $ 0.525 per Common Share, respectively, in the aggregate amount of $ 68.3 million and $ 137.4 million, respectively, which we paid during the same periods (three and six months ended December 31, 2023—$ 0.25 and $ 0.50 per Common Share, respectively, in the aggregate amount of $ 66.4 million and $ 133.4 million, respectively).
Share Capital
3 unchanged sentences
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.
−Removed: 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).
−Removed: 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).
+Added: During the three and six months ended December 31, 2024, we repurchased 1,362,721 and 2,187,135 Common Shares on the open market at a cost of $ 40.0 million and $ 65.0 million, respectively, for potential settlement of awards under our LTIP or other plans as described below (three and six months ended December 31, 2023— nil and 1,400,000 Common Shares were purchased at a cost of nil and $ 53.1 million, respectively).
+Added: During the three and six months ended December 31, 2024, we delivered to eligible participants 1,036,378 and 1,097,265 Common Shares, respectively, that were purchased in the open market in connection with the settlement of awards under our LTIP and other plans (three and six months ended December 31, 2023— 353,247 and 536,560 Common Shares, respectively).
Employee Stock Purchase Plan (ESPP)
Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15 %.
−Removed: 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).
−Removed: 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).
+Added: During the three and six months ended December 31, 2024, 213,432 and 602,734 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and six months ended December 31, 2023— 186,974 and 473,746 Common Shares, respectively).
+Added: During the three and six months ended December 31, 2024, cash in the amount of $ 6.0 million and $ 15.9 million, respectively, was received from employees relating to the ESPP (three and six months ended December 31, 2023—$ 6.7 million and $ 15.3 million, respectively).
Share Repurchase Plan
1 unchanged sentence
The Fiscal 2024 Repurchase Plan included a normal course issuer bid to provide means to execute purchases over the Toronto Stock Exchange (TSX).
−Removed: 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
−Removed: 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.
+Added: 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.
−Removed: 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 ).
+Added: During the three and six months ended December 31, 2024, we repurchased and cancelled 2,212,971 and 4,862,102 Common Shares for $ 67.1 million and $ 153.6 million, inclusive of 2% Canadian excise taxes recorded.
+Added: During the three and six months ended December 31, 2023, we did not repurchase any Common Shares.
Share-Based Compensation
Share-based compensation expense for the periods indicated below is detailed as follows:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended
+Added: December 31, Six Months Ended
+Added: 2024 2023 2024 2023
Stock Options (issued under Stock Option Plans) $ 3,841 $ 5,716 $ 6,577 $ 10,260
6 unchanged sentences
A summary of unrecognized compensation cost for unvested share-based compensation awards is as follows:
−Removed: As of September 30, 2024
+Added: As of December 31, 2024
Unrecognized Compensation Cost Weighted Average Recognition Period (years)
5 unchanged sentences
Stock Options
−Removed: A summary of activity under our stock option plans for the three months ended September 30, 2024 is as follows:
−Removed: Options Weighted-
−Removed: Average Exercise
−Removed: Price Weighted-
−Removed: Contractual Term
−Removed: (years) Aggregate Intrinsic Value
+Added: A summary of activity under our stock option plans for the six months ended December 31, 2024 is as follows:
+Added: Options Weighted-Average
+Added: Intrinsic Value
Outstanding at June 30, 2024
3 unchanged sentences
Forfeited or expired ( 1,201,609 ) 37.63
−Removed: Outstanding at September 30, 2024
+Added: Outstanding at December 31, 2024
12,826,598 $ 37.21 4.26 $ 1,376
−Removed: Exercisable at September 30, 2024
+Added: Exercisable at December 31, 2024
5,477,855 $ 40.49 3.01 $ 476
−Removed: As of September 30, 2024, 4,364,407 options to purchase Common Shares were available for issuance under our stock option plans.
+Added: As of December 31, 2024, 4,329,456 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:
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Weighted–average fair value of options granted $ 6.43 $ 10.34 $ 5.89 $ 9.57
18 unchanged sentences
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.
−Removed: A summary of activity under our PSUs issued under the LTIP for the three months ended September 30, 2024 is as follows:
+Added: A summary of activity under our PSUs issued under the LTIP for the six months ended December 31, 2024 is as follows:
Units Weighted-Average
Grant Date Fair Value Weighted-
−Removed: Contractual Term
−Removed: (years) Aggregate Intrinsic Value
+Added: Intrinsic Value
Outstanding at June 30, 2024
1 unchanged sentence
904,116 47.21
+Added: ( 257,611 ) 75.14
Forfeited or expired ( 154,169 ) 53.11
−Removed: Outstanding at September 30, 2024
+Added: Outstanding at December 31, 2024
2,097,452 $ 48.15 2.13 $ 56,259
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:
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
Weighted–average fair value of performance share units granted $ 47.96 $ 59.48
7 unchanged sentences
Grants of RSUs (issued under LTIP) prior to Fiscal 2025 vest after three years from the respective date of grants.
−Removed: A summary of activity under our RSUs issued under the LTIP for the three months ended September 30, 2024 is as follows:
+Added: A summary of activity under our RSUs issued under the LTIP for the six months ended December 31, 2024 is as follows:
Units Weighted-Average
Grant Date Fair Value Weighted-
−Removed: Contractual Term
−Removed: (years) Aggregate Intrinsic Value
+Added: (years) Aggregate
+Added: Intrinsic Value
Outstanding at June 30, 2024
1 unchanged sentence
Granted 650,780 28.57
+Added: Vested ( 170,370 ) 49.92
Forfeited or expired ( 76,426 ) 36.14
−Removed: Outstanding at September 30, 2024
+Added: Outstanding at December 31, 2024
1,360,309 $ 33.25 2.20 $ 38,523
Restricted Share Units (Other)
−Removed: 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.
+Added: 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 four years from the respective date of grants.
−Removed: A summary of activity under our RSUs (other) issued for the three months ended September 30, 2024 is as follows:
+Added: A summary of activity under our RSUs (other) issued for the six months ended December 31, 2024 is as follows:
Units Weighted-Average
Grant Date Fair Value Weighted-
−Removed: Contractual Term
−Removed: (years) Aggregate Intrinsic Value
+Added: Intrinsic Value
Outstanding at June 30, 2024
3 unchanged sentences
Forfeited or expired ( 215,306 ) 37.26
−Removed: Outstanding at September 30, 2024
+Added: Outstanding at December 31, 2024
4,481,477 $ 35.28 1.68 $ 126,915
4 unchanged sentences
No DSUs are payable by us until the director ceases to be a member of the Board.
−Removed: A summary of activity under our DSUs issued for the three months ended September 30, 2024 is as follows:
+Added: A summary of activity under our DSUs issued for the six months ended December 31, 2024 is as follows:
Units Weighted-Average
Price Weighted-
−Removed: Contractual Term
−Removed: (years) Aggregate Intrinsic Value
+Added: Intrinsic Value
Outstanding at June 30, 2024 (1)
1 unchanged sentence
Granted 95,733 32.00
−Removed: Outstanding at September 30, 2024 (2)
+Added: Outstanding at December 31, 2024 (2)
1,178,204 $ 30.78 0.84 $ 33,374
5 unchanged sentences
Payments due between
−Removed: Total October 1, 2024 - June 30, 2025 July 1, 2025 - June 30, 2027 July 1, 2027 - June 30, 2029 July 1, 2029 and beyond
+Added: Total January 1, 2025 - 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)
20 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.
−Removed: 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.
−Removed: 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.
−Removed: This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of September 30, 2024.
+Added: Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of December 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 $ 78.6 million.
+Added: As of December 31, 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.
+Added: This amount is recorded within Long-term income taxes recoverable on the Condensed Consolidated Balance Sheets as of December 31, 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.
3 unchanged sentences
Even if we are unsuccessful in challenging the CRA's reassessments to increase our taxable income for Fiscal 2012, Fiscal 2013, Fiscal 2014, Fiscal 2015 and Fiscal 2016, we have elective deductions available for those years (including carry-backs from later years) that would offset such increased amounts so that no additional cash tax would be payable, exclusive of any assessed penalties and interest, as described above.
−Removed: The CRA has audited Fiscal 2017, Fiscal 2018 and Fiscal 2019 on a basis that we strongly disagree with and are contesting.
+Added: The CRA has audited Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020 on a basis that we strongly disagree with and are contesting.
The focus of the CRA audit has been the valuation of certain intellectual property and goodwill when one of our subsidiaries continued into Canada from Luxembourg in July 2016.
5 unchanged sentences
On December 11, 2023, we filed a notice of objection regarding Fiscal 2019.
+Added: In December 2024, the CRA issued a proposal confirming their intention to reassess Fiscal 2020 on a basis consistent with the reassessments issued regarding Fiscal 2017 through 2019.
+Added: We intend to file a notice of objection against the Fiscal 2020 reassessment.
If we are ultimately unsuccessful in defending our position, the estimated impact of the proposed adjustment could result in us recording an income tax expense, with no immediate cash payment, to reduce the stated value of our deferred tax assets of up to approximately $ 470 million.
2 unchanged sentences
We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to the utilization of available tax attributes;
−Removed: however, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we expect to make certain minimum payments required under Canadian legislation, which may need to be provisionally made starting in Fiscal 2025 while the matter is in dispute.
+Added: however, to the extent the CRA reassesses Fiscal 2020 and subsequent fiscal years on a similar basis, we expect to make certain minimum payments required under Canadian legislation, which may need to be provisionally made starting in Fiscal 2025 while the matter is in dispute.
We will continue to vigorously contest the adjustments to our taxable income and any penalty and interest assessments, as well as any reduction to the basis of our depreciable property.
1 unchanged sentence
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.
−Removed: The CRA is currently auditing Fiscal 2020.
NOTE 13— INCOME TAXES
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company’s effective tax rate for the three months ended December 31, 2024, increased to a provision of 18.1 %, compared to a provision of 17.6 % for the three months ended December 31, 2023.
+Added: The Company’s effective tax rate for the six months ended December 31, 2024, increased to a provision of 14.4 %, compared to a provision of 13.4 % for the six months ended December 31, 2023.
+Added: The Company’s effective tax rate for the three months ended December 31, 2024 differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits, foreign tax credits, research and development credits, and a change in valuation allowance, partially offset by disallowed share-based compensation deductions and foreign source income inclusion in the U.S.
+Added: The Company’s effective tax rate for the three months ended December 31, 2023 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, partially offset by U.S.
Base Erosion and Anti-Abuse Tax (BEAT).
−Removed: 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).
+Added: The Company’s effective tax rate for the six months ended December 31, 2024 differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to a net decrease in unrecognized tax benefits, foreign tax credits, research and development credits, and a change in valuation allowance, partially offset by disallowed share-based compensation deductions and foreign source income inclusion in the U.S.
+Added: The Company’s effective tax rate for the six months ended December 31, 2023 differs from the Canadian statutory rate primarily due to tax benefits related to foreign tax credits, research and development credits, partially offset by U.S.
+Added: As of December 31, 2024, the gross amount of unrecognized tax benefits accrued was $ 148.6 million (June 30, 2024 — $ 180.4 million), which is inclusive of interest and penalties accrued of $ 19.1 million (June 30, 2024 — $ 24.3 million).
We believe that it is reasonably possible that the gross unrecognized tax benefit could decrease by $ 28.6 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.
−Removed: 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.
+Added: As of December 31, 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.
4 unchanged sentences
The CJEU’s judgment was handed down on September 19, 2024.
−Removed: The CJEU broadly followed the CJEU Advocate General’s opinion, setting aside the judgment of the General Court and annulling the Commission’s ruling.
+Added: The CJEU broadly followed the 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 $ 43.8 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.
−Removed: 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.
+Added: Given the expected timing of the refund, the income tax recoverable was reclassified to short term and recognized as part of current assets as of December 31, 2024.
NOTE 14— FAIR VALUE MEASUREMENT
15 unchanged sentences
See Note 9 “Long-Term Debt” for further details.
−Removed: The following table summarizes the fair value of the Company’s financial instruments as of September 30, 2024 and June 30, 2024:
−Removed: Fair Value Hierarchy September 30, 2024 June 30, 2024
+Added: The following table summarizes the fair value of the Company’s financial instruments as of December 31, 2024 and June 30, 2024:
+Added: Fair Value Hierarchy December 31, 2024 June 30, 2024
Available-for-sale financial assets (Note 7)
12 unchanged sentences
Changes in Level 3 Fair Value Measurements
−Removed: 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.
+Added: 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 December 31, 2024.
Available-for-sale
1 unchanged sentence
Balance as of June 30, 2024
−Removed: Gain recognized in income
−Removed: Balance as of September 30, 2024
+Added: Loss recognized in income ( 409 )
+Added: Balance as of December 31, 2024
Our derivative liabilities and our derivative assets are classified as Level 2 and are comprised of foreign currency forward and swap contracts.
6 unchanged sentences
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.
−Removed: 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.
+Added: During the three and six months ended December 31, 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.
−Removed: 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.
+Added: During the three and six months ended December 31, 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
6 unchanged sentences
The cross currency swaps are comprised of 5-year EUR/USD cross currency swaps with a notional amount of € 690 million and 7-year EUR/USD cross currency swaps with a notional amount of € 690 million.
+Added: Subsequent to December 31, 2024, we terminated certain of our outstanding 5-year EUR/USD cross currency swaps with an aggregate notional amount of € 138 million.
+Added: Refer to Note 23 “Subsequent Events” for more details.
These instruments were entered into as economic hedges to mitigate foreign currency risks associated with the Micro Focus Acquisition.
19 unchanged sentences
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.
−Removed: 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.
−Removed: As of September 30, 2024, the notional amount of forward contracts we held to sell U.S.
+Added: As of December 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.
+Added: As of December 31, 2024, the notional amount of forward contracts we held to sell U.S.
dollars in exchange for Canadian dollars was $ 94.4 million (June 30, 2024—$ 95.7 million).
1 unchanged sentence
The fair values of outstanding derivative instruments are as follows:
−Removed: September 30, 2024 As of
+Added: December 31, 2024 As of
June 30, 2024
1 unchanged sentence
Derivatives designated as hedges:
−Removed: Cash flow hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities) $ 418 $ — $ — $ ( 828 )
+Added: Cash flow hedge Accounts payable and accrued liabilities $ — $ ( 3,905 ) $ — $ ( 828 )
Net investment hedge Prepaid expenses and other current assets (Accounts payable and accrued liabilities)
10 unchanged sentences
Three Months Ended
−Removed: September 30,
+Added: December 31, Six Months Ended
Instrument Income Statement Location 2024 2023 2024 2023
7 unchanged sentences
The effects of the cash flow and net investment hedges on our Condensed Consolidated Statements of Comprehensive Income:
−Removed: Three Months Ended
−Removed: September 30,
Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income Location
+Added: Three Months Ended
+Added: December 31, Six Months Ended
+Added: 2024 2023 2024 2023
Gain (loss) recognized in OCI (loss) on cash flow hedge (effective portion) Unrealized gain (loss) on cash flow hedge $ ( 5,698 ) $ 2,071 $ ( 4,808 ) $ ( 434 )
4 unchanged sentences
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 and divestiture-related costs and other similar charges.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Business Optimization Plan
+Added: $ 12,347 $ — $ 54,850 $ —
Micro Focus Acquisition Restructuring Plan 611 44,760 ( 1,016 ) 51,624
1 unchanged sentence
Divestiture-related costs
+Added: 49 5,385 4,209 6,982
Acquisition-related costs ( 44 ) 50 692 1,120
Other charges
+Added: 2,815 4,237 4,472 8,617
Total $ 15,238 $ 54,166 $ 62,374 $ 67,960
4 unchanged sentences
On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.
−Removed: 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.
−Removed: 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.
+Added: As of December 31, 2024, we expect total costs to be incurred in connection with the Business Optimization Plan to be approximately $ 60.0 million, of which $ 54.9 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.
+Added: 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 six months ended December 31, 2024 is shown below.
Business Optimization Plan
−Removed: Workforce reduction
+Added: Workforce reduction Facility charges Total
Balance payable as of June 30, 2024
2 unchanged sentences
Foreign exchange and other non-cash adjustments ( 444 ) ( 379 ) ( 823 )
−Removed: Balance payable as of September 30, 2024
+Added: Balance payable as of December 31, 2024
+Added: $ 16,809 $ 464 $ 17,273
Micro Focus Acquisition Restructuring Plan
7 unchanged sentences
We do not expect to incur any further significant charges relating to the Micro Focus Acquisition Restructuring Plan.
−Removed: 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.
+Added: 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 six months ended December 31, 2024 is shown below.
Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total
4 unchanged sentences
Foreign exchange and other non-cash adjustments ( 54 ) ( 774 ) ( 828 )
−Removed: Balance payable as of September 30, 2024
+Added: Balance payable as of December 31, 2024
$ 3,527 $ 14,120 $ 17,647
3 unchanged sentences
Acquisition-related costs, recorded within Special charges (recoveries), include direct costs of potential and completed acquisitions.
−Removed: Other charges (recoveries)
−Removed: 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.
−Removed: 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.
+Added: Other charges
+Added: For the three and six months ended December 31, 2024, Other charges include $ 2.8 million and $ 4.4 million, respectively, of other miscellaneous charges primarily associated with the Micro Focus Acquisition.
+Added: For the three and six months ended December 31, 2023, Other charges include $ 2.5 million and $ 5.4 million, respectively, of compensation related charges, and $ 1.3 million and $ 2.4 million, respectively, of other miscellaneous charges, both associated with the Micro Focus Acquisition, and $ 0.5 million and $ 0.9 million, respectively, related to pre-acquisition equity incentives of Zix Corporation, which upon acquisition were replaced by equivalent value cash settlements.
NOTE 17— ACQUISITIONS AND DIVESTITURES
1 unchanged sentence
Divestiture of AMC Business
−Removed: 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.
+Added: 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.
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.
+Added: During the quarter ended December 31, 2024, working capital and other adjustments were finalized and resulted in a payment of $ 11.7 million, and a decrease to the gain on AMC Divestiture by $ 4.2 million.
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.
1 unchanged sentence
These transition service costs are reimbursable by Rocket Software.
−Removed: As of September 30, 2024, we billed Rocket Software $ 14.5 million under the Transition Service Agreement (TSA).
+Added: For the three and six months ended December 31, 2024, we billed Rocket Software $ 12.7 million and $ 27.2 million, respectively, under the Transition Service Agreement (TSA).
+Added: The finalization of working capital and other adjustments during the quarter ended December 31, 2024 resulted in immaterial changes to the carrying amounts of major classes of assets and liabilities.
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:
29 unchanged sentences
NOTE 18— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
+Added: Three Months Ended December 31, 2024
Foreign Currency Translation Adjustments (1)
Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)
+Added: Balance as of September 30, 2024
+Added: $ ( 64,950 ) $ 308 $ ( 126 ) $ ( 9,688 ) $ ( 74,456 )
+Added: Other comprehensive income (loss) before reclassifications, net of tax 1,167 ( 4,188 ) 436 — ( 2,585 )
+Added: Amounts reclassified into net income, net of tax — 1,010 — 252 1,262
+Added: Total other comprehensive income (loss), net for the period
+Added: 1,167 ( 3,178 ) 436 252 ( 1,323 )
+Added: Balance as of December 31, 2024
+Added: $ ( 63,783 ) $ ( 2,870 ) $ 310 $ ( 9,436 ) $ ( 75,779 )
+Added: Six Months Ended December 31, 2024
+Added: Foreign Currency Translation Adjustments (1)
+Added: 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
+Added: ( 4,023 ) ( 2,262 ) 684 ( 559 ) ( 6,160 )
+Added: Balance as of December 31, 2024
+Added: $ ( 63,783 ) $ ( 2,870 ) $ 310 $ ( 9,436 ) $ ( 75,779 )
+Added: ______________________
+Added: (1) The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2024 included net gains (losses) relating to our net investment hedge of $ 42.6 million and $ 16.5 million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”
+Added: Three Months Ended December 31, 2023
+Added: Foreign Currency Translation Adjustments (1)
+Added: Cash Flow Hedges Available-for-Sale Investments Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)
Balance as of September 30, 2023
$ ( 58,697 ) $ ( 708 ) $ ( 823 ) $ ( 9,797 ) $ ( 70,025 )
+Added: Other comprehensive income (loss) before reclassifications, net of tax ( 15,796 ) 1,522 450 ( 91 ) ( 13,915 )
+Added: Amounts reclassified into net income, net of tax — 328 — 113 441
+Added: Total other comprehensive income (loss), net for the period
( 15,796 ) 1,850 450 22 ( 13,474 )
−Removed: (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.”
+Added: Balance as of December 31, 2023
+Added: $ ( 74,493 ) $ 1,142 $ ( 373 ) $ ( 9,775 ) $ ( 83,499 )
+Added: Six Months Ended December 31, 2023
Foreign Currency Translation Adjustments (1)
−Removed: Cash Flow Hedges Available-for-Sale Financial Assets Defined Benefit Pension Plans Accumulated Other Comprehensive Income (Loss)
+Added: Cash Flow Hedges Available-for-Sale Investments 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
−Removed: Balance as of September 30, 2023
( 30,379 ) 18 229 192 ( 29,940 )
+Added: Balance as of December 31, 2023
$ ( 74,493 ) $ 1,142 $ ( 373 ) $ ( 9,775 ) $ ( 83,499 )
−Removed: (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.”
+Added: ______________________
+Added: (1) The amount of foreign currency translation recognized in other comprehensive income during the three and six months ended December 31, 2023 included net gains (losses) relating to our net investment hedge of $( 43.1 ) million and $( 26.0 ) million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”
NOTE 19— SUPPLEMENTAL CASH FLOW DISCLOSURES
−Removed: Three Months Ended September 30,
+Added: Six Months Ended December 31,
Cash paid during the period for interest $ 183,698 $ 286,471
2 unchanged sentences
NOTE 20— OTHER INCOME (EXPENSE), NET
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Foreign exchange gains (losses)
−Removed: Unrealized gains (losses) on derivatives not designated as hedges (1)
$ 25,539 $ ( 19,624 ) $ 14,160 $ ( 8,190 )
+Added: Unrealized gains (losses) on derivatives
+Added: not designated as hedges (1)
+Added: 45,549 ( 38,117 ) 20,614 ( 20,222 )
OpenText share in net income (loss) of equity investees (2)
1,538 ( 8,482 ) 1,993 ( 18,178 )
+Added: Adjustment to gain on AMC Divestiture (3)
+Added: ( 4,175 ) — ( 4,175 ) —
Other miscellaneous income (expense)
+Added: 164 ( 2,561 ) 368 ( 2,024 )
Total other income (expense), net
$ 68,615 $ ( 68,784 ) $ 32,960 $ ( 48,614 )
+Added: ______________________
(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).
−Removed: (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.
+Added: (2) Represents our share in net income (loss) 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).
+Added: (3) Represents final settlement of working capital and other adjustments (see Note 17 “Acquisitions and Divestitures” for more details).
NOTE 21— EARNINGS PER SHARE
2 unchanged sentences
Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive.
−Removed: Three Months Ended September 30,
+Added: Three Months Ended December 31, Six Months Ended December 31,
+Added: 2024 2023 2024 2023
Basic earnings per share
Net income attributable to OpenText $ 229,862 $ 37,675 $ 314,230 $ 118,576
−Removed: $ 84,368 $ 80,901
Basic earnings per share attributable to OpenText $ 0.87 $ 0.14 $ 1.18 $ 0.44
−Removed: $ 0.32 $ 0.30
Diluted earnings per share
Net income attributable to OpenText $ 229,862 $ 37,675 $ 314,230 $ 118,576
−Removed: $ 84,368 $ 80,901
Diluted earnings per share attributable to OpenText $ 0.87 $ 0.14 $ 1.18 $ 0.44
−Removed: $ 0.32 $ 0.30
−Removed: Weighted-average number of shares outstanding (in ‘000’s)
+Added: Weighted-average number of shares outstanding
Basic 265,099 271,568 266,252 271,373
3 unchanged sentences
11,338 8,353 10,982 8,151
+Added: ______________________
(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.
−Removed: During the three months ended September 30, 2024, Mr.
+Added: During the six months ended December 31, 2024, Mr.
Stephen Sadler, a member of the Board of Directors, earned consulting fees from OpenText for assistance with acquisition-related business activities.
3 unchanged sentences
Cash Dividends
−Removed: As part of our quarterly, non-cumulative cash dividend program, we declared, on October 29, 2024, a dividend of $ 0.2625 per Common Share.
−Removed: The record date for this dividend is November 29, 2024 and the payment date is December 20, 2024.
+Added: As part of our quarterly, non-cumulative cash dividend program, we declared, on February 5, 2025, a dividend of $ 0.2625 per Common Share.
+Added: The record date for this dividend is March 7, 2025 and the payment date is March 21, 2025.
Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board.
+Added: Early Termination of Cross Currency Swaps
+Added: On January 7, 2025, we terminated certain of our outstanding 5-year EUR/USD cross currency swaps with an aggregate notional amount of € 138 million and made a termination payment of approximately $ 10.4 million on January 9, 2025.
+Added: Subsequent to December 31, 2024, the Company recognized an immaterial loss related to the early termination within Other income (expense), net on our Condensed Consolidated Statements of Income.
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.