What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2025-02-06 · 206 added, 184 removed, 1125 unchanged (26% of the section changed)

4 unchanged sentences

dollars, except share data)

December 31, 2024 June 30, 2024

March 31, 2025 June 30, 2024

ASSETS (Unaudited)

Cash and cash equivalents $ 1,277,950 $ 1,280,662

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

Accounts receivable trade, net of allowance for credit losses of $ 13,379 as of March 31, 2025 and $ 12,108 as of June 30, 2024

593,069 626,189

6 unchanged sentences

Total current assets 2,161,633 2,277,325

Property and equipment, net of accumulated depreciation of $ 779,868 as of December 31, 2024 and $ 751,174 as of June 30, 2024

Property and equipment, net of accumulated depreciation of $ 806,609 as of March 31, 2025 and $ 751,174 as of June 30, 2024

367,741 367,740

45 unchanged sentences

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

263,727,502 and 267,800,517 Common Shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively;

259,649,857 and 267,800,517 Common Shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively;

authorized Common Shares:

3 unchanged sentences

Retained earnings 2,082,247 2,119,159

Treasury stock, at cost ( 4,225,850 and 3,135,980 shares at December 31, 2024 and June 30, 2024, respectively)

Treasury stock, at cost ( 2,512,726 and 3,135,980 shares at March 31, 2025 and June 30, 2024, respectively)

( 77,674 ) ( 123,268 )

12 unchanged sentences

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

51 unchanged sentences

Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

15 unchanged sentences

513 115 999 417

Total other comprehensive loss, net

Total other comprehensive income (loss), net

( 68 ) 10,454 ( 6,228 ) ( 19,486 )

6 unchanged sentences

______________________

(1) Net of tax expense (recovery) of $( 1,510 ) and $ 549 for the three months ended December 31, 2024 and 2023, respectively;

$( 1,274 ) and $( 115 ) for the six months ended December 31, 2024 and 2023, respectively.

(2) Net of tax expense (recovery) of $ 364 and $ 118 for the three months ended December 31, 2024 and 2023, respectively;

$ 458 and $ 121 for the six months ended December 31, 2024 and 2023, respectively.

(3) Net of tax expense (recovery) of $ 18 and $ 119 for the three months ended December 31, 2024 and 2023, respectively;

$ 225 and $ 60 for the six months ended December 31, 2024 and 2023, respectively.

(4) Net of tax expense (recovery) of $ — and $ 91 for the three months ended December 31, 2024 and 2023, respectively;

$( 43 ) and $ 110 for the six months ended December 31, 2024 and 2023, respectively.

(5) Net of tax expense (recovery) of $ 92 and $ 50 for the three months ended December 31, 2024 and 2023, respectively;

$ 184 and $ 125 for the six months ended December 31, 2024 and 2023, respectively .

(1) Net of tax expense (recovery) of $( 17 ) and $( 589 ) for the three months ended March 31, 2025 and 2024, respectively;

$( 1,291 ) and $( 704 ) for the nine months ended March 31, 2025 and 2024, respectively.

(2) Net of tax expense (recovery) of $ 494 and $ 42 for the three months ended March 31, 2025 and 2024, respectively;

$ 952 and $ 163 for the nine months ended March 31, 2025 and 2024, respectively.

(3) Net of tax expense (recovery) of $ 91 and $ 24 for the three months ended March 31, 2025 and 2024, respectively;

$ 316 and $ 84 for the nine months ended March 31, 2025 and 2024, respectively.

(4) Net of tax expense (recovery) of $ — and $ — for the three months ended March 31, 2025 and 2024, respectively;

$( 43 ) and $ 110 for the nine months ended March 31, 2025 and 2024, respectively.

(5) Net of tax expense (recovery) of $ 83 and $ 50 for the three months ended March 31, 2025 and 2024, respectively;

$ 267 and $ 175 for the nine months ended March 31, 2025 and 2024, respectively .

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

dollars and shares)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Earnings Accumulated

Comprehensive

Income Non-Controlling Interests Total

Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of September 30, 2024

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

11 unchanged sentences

Net income for the period — — — — 92,805 — 49 92,854

Balance as of December 31, 2024

Balance as of March 31, 2025

259,650 $ 2,200,012 ( 2,513 ) $ ( 77,674 ) $ 2,082,247 $ ( 75,847 ) $ 1,670 $ 4,130,408

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Earnings Accumulated

Comprehensive

Income Non-Controlling Interests Total

Non-Controlling Interests Total

Shares Amount Shares Amount

Balance as of September 30, 2023

Balance as of December 31, 2023

271,855 $ 2,261,856 ( 4,400 ) $ ( 179,089 ) $ 2,029,643 $ ( 83,499 ) $ 1,436 $ 4,030,347

9 unchanged sentences

Net income for the period — — — — 98,285 — 42 98,327

Balance as of December 31, 2023

Balance as of March 31, 2024

272,562 $ 2,276,758 ( 3,377 ) $ ( 133,606 ) $ 2,059,060 $ ( 73,045 ) $ 1,478 $ 4,130,645

3 unchanged sentences

dollars and shares)

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Earnings Accumulated

Comprehensive

Income Non-Controlling Interests Total

Non-Controlling Interests Total

Shares Amount Shares Amount

13 unchanged sentences

Net income for the period — — — — 407,035 — 147 407,182

Balance as of December 31, 2024

Balance as of March 31, 2025

259,650 $ 2,200,012 ( 2,513 ) $ ( 77,674 ) $ 2,082,247 $ ( 75,847 ) $ 1,670 $ 4,130,408

Six Months Ended December 31, 2023

Nine Months Ended March 31, 2024

Common Shares and Additional Paid in Capital Treasury Stock Retained

Earnings Accumulated Other

Earnings Accumulated

Comprehensive

Income Non-Controlling Interests Total

Non-Controlling Interests Total

Shares Amount Shares Amount

12 unchanged sentences

Net income for the period — — — — 216,861 — 149 217,010

Balance as of December 31, 2023

Balance as of March 31, 2024

272,562 $ 2,276,758 ( 3,377 ) $ ( 133,606 ) $ 2,059,060 $ ( 73,045 ) $ 1,478 $ 4,130,645

3 unchanged sentences

(In thousands of U.S.

Six Months Ended December 31,

Nine Months Ended March 31,

Cash flows from operating activities:

8 unchanged sentences

Adjustment to gain on AMC Divestiture

Loss on extinguishment of debt — 10,803

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

2 unchanged sentences

( 3,637 ) 19,013

Changes in financial instruments ( 20,614 ) 20,222

Changes in derivative instruments

( 10,778 ) 3,551

Changes in operating assets and liabilities:

12 unchanged sentences

Purchase of Micro Focus, net of cash acquired

Settlement of derivative instruments

Adjustment to proceeds from AMC Divestiture

Proceeds from net investment hedge derivative contracts

Proceeds from interest on derivative instruments

Other investing activities 6,474 ( 468 )

11 unchanged sentences

Payments of dividends to shareholders ( 205,335 ) ( 200,672 )

Other financing activities — ( 1,447 )

Net cash used in financing activities

10 unchanged sentences

Reconciliation of cash, cash equivalents and restricted cash:

December 31, 2024 December 31, 2023

March 31, 2025 March 31, 2024

Cash and cash equivalents $ 1,277,950 $ 1,125,323

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended December 31, 2024

For the Three and Nine Months Ended March 31, 2025

(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 December 31, 2024, was 70 % owned by OpenText.

(OT South Africa), which as of March 31, 2025, 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.

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.

Beginning in the first quarter of Fiscal 2025, for the three and nine months ended March 31, 2024, the Company reclassified expenses of $ 7.5 million and $ 23.1 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.

We also reclassified prior period information to conform to current presentation.

38 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 December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

32 unchanged sentences

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

As of December 31, 2024

As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Short-term contract assets

9 unchanged sentences

by transferring products and services in exchange for consideration from the customer.

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.

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

During the nine months ended March 31, 2025, we reclassified $ 82.1 million (nine months ended March 31, 2024 — $ 90.6 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, 2025 and 2024, 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.

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).

The amount of revenue that was recognized during the nine months ended March 31, 2025 that was included in the deferred revenue balances at June 30, 2024 was $ 1,390 million (nine months ended March 31, 2024—$ 1,566 million).

Incremental Costs of Obtaining a Contract with a Customer

5 unchanged sentences

Impact of foreign exchange rate changes 193

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

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.

Capitalized costs to obtain a contract as of March 31, 2025

During the three and nine months ended March 31, 2025 and 2024, 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.

2 unchanged sentences

They include amounts recognized as deferred revenue and amounts that are contracted but will be billed and recognized as revenue in future periods.

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.

Beginning 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 discontinued use of the practical expedient relating to the disclosure of RPO within a contract.

The Company believes this presentation is preferable as it provides additional information.

Comparative amounts have not been provided for the quarter ended December 31, 2023 as such information cannot be practically determined for comparison purposes.

Comparative amounts have not been provided for the quarter ended March 31, 2024 as such information cannot be practically determined for comparison purposes.

The following chart provides RPO information as of the following periods.

The 12-month periods noted below are as of the dates presented, with the remaining balances recognized substantially over the next three years thereafter.

($ in billions) As of December 31, 2024

As of September 30, 2024

As of June 30, 2024

($ in billions) As of

March 31, 2025 As of

December 31, 2024 As of

September 30, 2024 As of

June 30, 2024

Total RPO (1)

17 unchanged sentences

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

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

Balance Sheet Location As of March 31, 2025 As of June 30, 2024

Operating Leases

Operating lease right of use assets

15 unchanged sentences

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

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 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 December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

7 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:

Six Months Ended December 31,

Nine Months Ended March 31,

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

5 unchanged sentences

Maturity of Lease Liabilities

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

The following table presents the future minimum lease payments under our lease liabilities as of March 31, 2025:

Fiscal years ending June 30, Operating Leases Finance Leases

2025 (six months ended)

2025 (three months ended)

$ 22,178 $ 639

12 unchanged sentences

Impact of foreign exchange rate changes 3,999

Balance as of December 31, 2024

Balance as of March 31, 2025

______________________

2 unchanged sentences

NOTE 6— ACQUIRED INTANGIBLE ASSETS

As of December 31, 2024

As of March 31, 2025

Accumulated Amortization

9 unchanged sentences

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

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.

Where applicable, the above balances as of March 31, 2025 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, 2025.

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,

2025 (six months ended)

2025 (three months ended)

2030 and Thereafter

2 unchanged sentences

Prepaid expenses and other current assets:

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Deposits and restricted cash $ 676 $ 4,142

8 unchanged sentences

Other assets:

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Deposits and restricted cash

13 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 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).

During the three and nine months ended March 31, 2025, our share of income (loss) from these investments was $ 1.6 million and $ 3.6 million, respectively (three and nine months ended March 31, 2024—$( 0.8 ) million and $( 19.0 ) 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:

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Accounts payable—trade $ 130,481 $ 151,202

11 unchanged sentences

Long-term accrued liabilities:

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Amounts payable in respect of restructuring and other special charges $ 6,967 $ 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.

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).

As of March 31, 2025, the present value of this obligation was $ 29.1 million (June 30, 2024—$ 29.6 million), with an undiscounted value of $ 31.7 million (June 30, 2024—$ 32.8 million).

NOTE 9— LONG-TERM DEBT

As of December 31, 2024 As of June 30, 2024

As of March 31, 2025 As of June 30, 2024

Senior Notes 2031 $ 650,000 $ 650,000

13 unchanged sentences

______________________

(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).

(1) During the three and nine months ended March 31, 2025, we recorded nil and $ 1.0 million of debt issuance costs, respectively, related to the modification of the Acquisition Term Loan (as defined below) (three and nine months ended March 31, 2024— nil 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.

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).

For the three and nine months ended March 31, 2025, 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, 2024—$ 6.7 million and $ 20.1 million, respectively).

Senior Notes 2030

3 unchanged sentences

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

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 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).

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 and nine months ended March 31, 2025, 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, 2024—$ 9.3 million and $ 27.9 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.

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).

For the three and nine months ended March 31, 2025, 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, 2024—$ 8.2 million and $ 24.6 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.

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).

For the three and nine months ended March 31, 2025, 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, 2024—$ 8.7 million and $ 26.1 million, respectively).

Senior Secured Fixed Rate Notes

6 unchanged sentences

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

As of March 31, 2025, 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 $ 2.1 million.

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).

For the three and nine months ended March 31, 2025, 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, 2024—$ 17.3 million and $ 51.9 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 .

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).

For the three and nine months ended March 31, 2025, we did not record any interest expense relating to Term Loan B (three and nine months ended March 31, 2024—$ 17.1 million and $ 51.6 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.

As of December 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.45 :1.00.

As of December 31, 2024, we had no outstanding balance under the Revolver (June 30, 2024— nil ).

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).

As of March 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the Revolver, was 2.48 :1.00.

As of March 31, 2025, we had no outstanding balance under the Revolver (June 30, 2024— nil ).

For the three and nine months ended March 31, 2025, we did not record any interest expense relating to the Revolver (three and nine months ended March 31, 2024— nil and $ 2.2 million, respectively).

Acquisition Term Loan

6 unchanged sentences

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 %.

As of December 31, 2024, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.32 %.

As of December 31, 2024, the Acquisition Term Loan bears an effective interest rate of 7.38 %.

As of March 31, 2025, the outstanding balance on the Acquisition Term Loan bears an interest rate of 6.07 %.

As of March 31, 2025, the Acquisition Term Loan bears an effective interest rate of 7.12 %.

The effective interest rate includes interest expense of $ 114.6 million and amortization of debt discount and issuance costs of $ 10.9 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.

As of December 31, 2024, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.45 :1:00.

As of March 31, 2025, our consolidated net leverage ratio, as calculated in accordance with the applicable agreement, was 2.48 :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.

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).

For the three and nine months ended March 31, 2025, we recorded interest expense of $ 33.5 million and $ 114.6 million, respectively, relating to the Acquisition Term Loan (three and nine months ended March 31, 2024—$ 69.2 million and $ 219.5 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.

The plans are primarily located in Germany, which, as of December 31, 2024, make up approximately 56 % of the total net benefit pension obligations.

The plans are primarily located in Germany, which, as of March 31, 2025, make up approximately 55 % 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.

7 unchanged sentences

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

Three Months Ended December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

8 unchanged sentences

Cash Dividends

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).

For the three and nine months ended March 31, 2025, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $ 0.2625 and $ 0.7875 per Common Share, respectively, in the aggregate amount of $ 67.9 million and $ 205.3 million, respectively, which we paid during the same periods (three and nine months ended March 31, 2024—$ 0.25 and $ 0.75 per Common Share, respectively, in the aggregate amount of $ 67.3 million and $ 200.7 million, respectively).

Share Capital

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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 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).

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).

During the three and nine months ended March 31, 2025, we repurchased 296,831 and 2,483,966 Common Shares on the open market at a cost of $ 7.6 million and $ 72.6 million, respectively, for potential settlement of awards under our LTIP or other plans as described below (three and nine months ended March 31, 2024— nil and 1,400,000 Common Shares were purchased at a cost of nil and $ 53.1 million, respectively).

During the three and nine months ended March 31, 2025, we delivered to eligible participants 2,009,955 and 3,107,220 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 nine months ended March 31, 2024— 1,022,821 and 1,559,381 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 %.

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).

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).

During the three and nine months ended March 31, 2025, 376,945 and 979,679 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP (three and nine months ended March 31, 2024— 312,990 and 786,736 Common Shares, respectively).

During the three and nine months ended March 31, 2025, cash in the amount of $ 8.1 million and $ 24.0 million, respectively, was received from employees relating to the ESPP (three and nine months ended March 31, 2024—$ 10.3 million and $ 25.6 million, respectively).

Share Repurchase Plan

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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.

On March 13, 2025, we increased the authorized limit of the Fiscal 2025 Repurchase Plan by $ 150 million to $ 450 million and established an automatic share purchase plan (ASPP).

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 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.

During the three and six months ended December 31, 2023, we did not repurchase any Common Shares.

During the three and nine months ended March 31, 2025, we repurchased and cancelled 4,350,716 and 9,212,818 Common Shares for $ 116.7 million and $ 270.3 million, respectively, inclusive of 2% Canadian excise taxes recorded.

During the three and nine months ended March 31, 2024, we did not repurchase any Common Shares.

Additionally, as of March 31, 2025, we recorded an accrual and a corresponding charge to retained earnings of $ 30.1 million, representing the estimated value of Common Shares expected to be repurchased following the fiscal quarter ended March 31, 2025 pursuant to the ASPP.

Share-Based Compensation

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Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

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

As of December 31, 2024

As of March 31, 2025

Unrecognized Compensation Cost Weighted Average Recognition Period (years)

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Stock Options

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

A summary of activity under our stock option plans for the nine months ended March 31, 2025 is as follows:

Options Weighted-Average

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Forfeited or expired ( 1,415,057 ) 37.97

Outstanding at December 31, 2024

Outstanding at March 31, 2025

12,963,024 $ 36.92 4.07 $ —

Exercisable at December 31, 2024

Exercisable at March 31, 2025

5,659,227 $ 40.61 2.79 $ —

As of December 31, 2024, 4,329,456 options to purchase Common Shares were available for issuance under our stock option plans.

As of March 31, 2025, 4,192,904 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.

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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 December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

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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 six months ended December 31, 2024 is as follows:

A summary of activity under our PSUs issued under the LTIP for the nine months ended March 31, 2025 is as follows:

Units Weighted-Average

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Forfeited or expired ( 207,021 ) 53.12

Outstanding at December 31, 2024

Outstanding at March 31, 2025

2,066,921 $ 50.00 1.82 $ 46,683

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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:

Six Months Ended December 31,

Nine Months Ended March 31,

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

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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 six months ended December 31, 2024 is as follows:

A summary of activity under our RSUs issued under the LTIP for the nine months ended March 31, 2025 is as follows:

Units Weighted-Average

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Forfeited or expired ( 124,092 ) 35.46

Outstanding at December 31, 2024

Outstanding at March 31, 2025

1,327,622 $ 33.14 1.96 $ 33,536

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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 six months ended December 31, 2024 is as follows:

A summary of activity under our RSUs (other) issued for the nine months ended March 31, 2025 is as follows:

Units Weighted-Average

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Forfeited or expired ( 265,514 ) 36.81

Outstanding at December 31, 2024

Outstanding at March 31, 2025

2,736,841 $ 33.17 2.25 $ 69,133

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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 six months ended December 31, 2024 is as follows:

During the three and nine months ended March 31, 2025, we settled 296,831 DSUs at a cost of $ 7.6 million (three and nine months ended March 31, 2024— nil DSUs at a cost of nil ).

A summary of activity under our DSUs issued for the nine months ended March 31, 2025 is as follows:

Units Weighted-Average

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Granted 108,920 31.26

Outstanding at December 31, 2024 (2)

Settled ( 296,831 ) $ 29.69

Outstanding at March 31, 2025 (2)

894,560 $ 31.07 0.59 $ 22,787

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Payments due between

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

Total April 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)

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As of the date of this Quarterly Report on Form 10-Q, the aggregate of such accrued liabilities was not material to our consolidated financial position or results of operations and we do not believe as of the date of this filing that it is reasonably possible that a loss exceeding the amounts already recognized will be incurred that would be material to our consolidated financial position or results of operations.

As described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters.

described more fully below, we are unable at this time to estimate a possible loss or range of losses in respect of certain disclosed matters.

Contingencies

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 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.

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.

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

Assuming the utilization of available tax attributes (further described below), we estimate our potential aggregate liability, as of March 31, 2025, 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 $ 80.0 million.

As of March 31, 2025, 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 March 31, 2025.

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.

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Other aspects of CRA’s position for Fiscal 2017 through Fiscal 2020 conflict with the expert valuation prepared by the independent leading accounting and advisory firm that was used to support our original filing position.

The CRA issued notices of reassessment in respect of Fiscal 2017, Fiscal 2018 and Fiscal 2019 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

On April 19, 2022, we filed our notice of objection regarding the reassessment in respect of Fiscal 2017 and on March 15, 2023, we filed our notice of objection regarding the reassessment in respect of Fiscal 2018.

On December 11, 2023, we filed a notice of objection regarding Fiscal 2019.

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.

We intend to file a notice of objection against the Fiscal 2020 reassessment.

The CRA issued notices of reassessment in respect of Fiscal 2017 through 2020 on a basis consistent with its proposal to reduce the available depreciable basis of assets in Canada.

We have filed notices of objection to the reassessments for each of these years.

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.

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We strongly disagree with the CRA’s position for Fiscal 2017 through Fiscal 2020 and intend to vigorously defend our original filing position.

We are not required to provisionally pay any cash amounts to the CRA as a result of the reassessment in respect of Fiscal 2017 through Fiscal 2019 due to the utilization of available tax attributes;

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 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 utilization of available tax attributes;

however, for Fiscal 2020 and, to the extent the CRA reassesses subsequent fiscal years on a similar basis, we may make certain minimum payments required under Canadian legislation.

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.

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NOTE 13— INCOME TAXES

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.

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.

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.

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).

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.

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.

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).

The Company’s effective tax rate for the three months ended March 31, 2025, increased to a provision of 10.5 %, compared to a provision of 5.8 % for the three months ended March 31, 2024.

The Company’s effective tax rate for the nine months ended March 31, 2025, increased to a provision of 13.5 %, compared to a provision of 10.1 % for the nine months ended March 31, 2024.

The Company’s effective tax rate for the three months ended March 31, 2025 differs from the Canadian statutory rate of 26.5 % primarily due to tax benefits related to foreign tax credits, research and development credits, and the effect of foreign rate differences, partially offset by withholding taxes, foreign source income inclusion in the U.S.

and a net increase in unrecognized tax benefits.

The Company’s effective tax rate for the three months ended March 31, 2024 differs from the Canadian statutory rate 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 nine months ended March 31, 2025 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, partially offset by withholding taxes and foreign source income inclusion in the U.S.

The Company’s effective tax rate for the nine months ended March 31, 2024 differs from the Canadian statutory rate 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.

As of March 31, 2025, the gross amount of unrecognized tax benefits accrued was $ 150.6 million (June 30, 2024 — $ 180.4 million), which is inclusive of interest and penalties accrued of $ 19.2 million (June 30, 2024 — $ 24.3 million).

We believe that it is reasonably possible that the gross unrecognized tax benefit could decrease by $ 31.4 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.

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.

As of March 31, 2025, we have recognized a deferred income tax liability of $ 18.1 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.

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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.

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.

As a result, a refund of the State Aid charging notice, in the amount of $ 43.8 million plus interest of $ 4.0 million, was received in March 2025.

NOTE 14— FAIR VALUE MEASUREMENT

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

The following table summarizes the fair value of the Company’s financial instruments as of December 31, 2024 and June 30, 2024:

Fair Value Hierarchy December 31, 2024 June 30, 2024

The following table summarizes the fair value of the Company’s financial instruments as of March 31, 2025 and June 30, 2024:

Fair Value Hierarchy March 31, 2025 June 30, 2024

Available-for-sale financial assets (Note 7)

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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, 2024 and December 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 March 31, 2025.

Available-for-sale

1 unchanged sentence

Balance as of June 30, 2024

Loss recognized in income ( 409 )

Balance as of December 31, 2024

Gain recognized in income 595

Balance as of March 31, 2025

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

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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 six months ended December 31, 2024 and 2023, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

During the three and nine months ended March 31, 2025 and 2024, respectively, we did not have any transfers between Level 1, Level 2 or Level 3.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

During the 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.

During the three and nine months ended March 31, 2025 and 2024, respectively, no indications of impairments were identified and therefore no fair value measurements were required.

NOTE 15— DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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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.

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.

Refer to Note 23 “Subsequent Events” for more details.

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.

These instruments were entered into as economic hedges to mitigate foreign currency risks associated with the Micro Focus Acquisition.

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As the critical terms of the hedging instrument and of the entire hedged forecasted transaction are the same, in accordance with Topic 815, we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis.

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

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.

As of December 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 income (loss), net within the Condensed Consolidated Statements of Comprehensive Income.

As of March 31, 2025, 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, 2025, the notional amount of forward contracts we held to sell U.S.

dollars in exchange for Canadian dollars was $ 92.7 million (June 30, 2024—$ 95.7 million).

1 unchanged sentence

The fair values of outstanding derivative instruments are as follows:

December 31, 2024 As of

March 31, 2025 As of

June 30, 2024

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Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

Instrument Income Statement Location 2025 2024 2025 2024

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Three Months Ended

December 31, Six Months Ended

March 31, Nine Months Ended

2025 2024 2025 2024

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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.

Three Months Ended December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

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

As of 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.

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.

As of March 31, 2025, $ 57.1 million has been recorded to date within Special charges (recoveries) within the Condensed Consolidated Statements of Income.

On April 29, 2025, the Board approved an expansion of the Business Optimization Plan.

Please see Note 23 “Subsequent Events” for additional details.

Business Optimization Plan

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Foreign exchange and other non-cash adjustments 30 ( 487 ) ( 457 )

Balance payable as of December 31, 2024

Balance payable as of March 31, 2025

$ 10,196 $ 591 $ 10,787

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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 six months ended December 31, 2024 is shown below.

Micro Focus Acquisition Restructuring Plan Workforce reduction Facility charges Total

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Foreign exchange and other non-cash adjustments 79 ( 889 ) ( 810 )

Balance payable as of December 31, 2024

Balance payable as of March 31, 2025

$ 2,175 $ 8,935 $ 11,110

4 unchanged sentences

Other charges

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.

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.

For the three and nine months ended March 31, 2025, Other charges include $ 1.3 million and $ 5.7 million, respectively, of other miscellaneous charges primarily associated with the Micro Focus Acquisition.

For the three and nine months ended March 31, 2024, Other charges include $ 0.1 million and $ 5.5 million, respectively, of compensation related charges, $ 1.7 million and $ 4.1 million, respectively, of other miscellaneous charges, both associated with the Micro Focus Acquisition, and $ 0.3 million and $ 1.2 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

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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.

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.

During the quarter ended December 31, 2024, working capital and other adjustments were finalized, which resulted in a payment of $ 11.7 million, and a decrease to the gain on the 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.

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These transition service costs are reimbursable by Rocket Software.

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).

For the three and nine months ended March 31, 2025, we billed Rocket Software $ 4.2 million and $ 31.4 million, respectively, under the Transition Services Agreement.

Substantially all of the transition services were completed as of the quarter ended March 31, 2025.

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.

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NOTE 18— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

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 September 30, 2024

Balance as of December 31, 2024

$ ( 63,783 ) $ ( 2,870 ) $ 310 $ ( 9,436 ) $ ( 75,779 )

3 unchanged sentences

( 1,511 ) 1,325 ( 395 ) 513 ( 68 )

Balance as of December 31, 2024

Balance as of March 31, 2025

$ ( 65,294 ) $ ( 1,545 ) $ ( 85 ) $ ( 8,923 ) $ ( 75,847 )

Six Months Ended December 31, 2024

Nine Months Ended March 31, 2025

Foreign Currency Translation Adjustments (1)

6 unchanged sentences

( 5,534 ) ( 937 ) 289 ( 46 ) ( 6,228 )

Balance as of December 31, 2024

Balance as of March 31, 2025

$ ( 65,294 ) $ ( 1,545 ) $ ( 85 ) $ ( 8,923 ) $ ( 75,847 )

______________________

(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.”

Three Months Ended December 31, 2023

(1) The amount of foreign currency translation recognized in other comprehensive income during the three and nine months ended March 31, 2025 included net gains (losses) relating to our net investment hedge of $( 18.5 ) million and $( 2.0 ) million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

Three 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 September 30, 2023

Balance as of December 31, 2023

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

3 unchanged sentences

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

Balance as of December 31, 2023

Balance as of March 31, 2024

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

Six Months Ended December 31, 2023

Nine Months Ended March 31, 2024

Foreign Currency Translation Adjustments (1)

6 unchanged sentences

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

Balance as of December 31, 2023

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 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.”

(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 hedge of $ 15.1 million and $( 10.9 ) million, respectively, as further discussed in Note 15 “Derivative Instruments and Hedging Activities.”

NOTE 19— SUPPLEMENTAL CASH FLOW DISCLOSURES

Six Months Ended December 31,

Nine Months Ended March 31,

Cash paid during the period for interest $ 253,751 $ 409,452

2 unchanged sentences

NOTE 20— OTHER INCOME (EXPENSE), NET

Three Months Ended December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

4 unchanged sentences

( 9,836 ) 16,671 10,778 ( 3,551 )

Realized losses on derivatives

not designated as hedges (2)

( 10,380 ) — ( 10,380 ) —

OpenText share in net income (loss) of equity investees (3)

2 unchanged sentences

— — ( 4,175 ) —

Loss on debt extinguishment (5)

— ( 10,803 ) — ( 10,803 )

Other miscellaneous income (expense)

4 unchanged sentences

(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).

(2) Represents the realized gains (losses) from the early termination of cross currency swaps 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 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.

1 unchanged sentence

(4) Represents final settlement of working capital and other adjustments (see Note 17 “Acquisitions and Divestitures” for more details).

(5) 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.

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.

Three Months Ended December 31, Six Months Ended December 31,

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

2025 2024 2025 2024

21 unchanged sentences

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

During the six months ended December 31, 2024, Mr.

During the nine months ended March 31, 2025, 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

As part of our quarterly, non-cumulative cash dividend program, we declared, on February 5, 2025, a dividend of $ 0.2625 per Common Share.

The record date for this dividend is March 7, 2025 and the payment date is March 21, 2025.

As part of our quarterly, non-cumulative cash dividend program, we declared, on April 29, 2025, a dividend of $ 0.2625 per Common Share.

The record date for this dividend is June 6, 2025 and the payment date is June 20, 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.

Early Termination of Cross Currency Swaps

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.

Expansion of Business Optimization Plan

On April 29, 2025, the Board approved an expansion of our previously announced Business Optimization Plan to complete strategic initiatives, integration and simplification following the Micro Focus acquisition, AMC Divestiture and other growth and innovation plans including the deployment of AI and automation.

We expect up to approximately $ 200.0 million of additional costs to be incurred to complete this final phase of the Business Optimization Plan, bringing the combined plan up to approximately $ 260.0 million.

As of March 31, 2025, $ 57.1

million of the original $ 60.0 million has been recorded within Special charges (recoveries) within the Condensed Consolidated Statements of Income to date.

The entire Business Optimization Plan is expected to be substantially completed by the second quarter of Fiscal 2027.

This expansion includes costs associated with workforce reduction due to automation, centralization and simplification, and corresponding facility costs related to a reduction of our real estate footprint globally.

On an overall basis, the expansion is expected to result in a total net reduction of approximately 2,000 positions, an increase of approximately 1,600 positions from the previously announced plan.

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

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