OPEN TEXT CORP (Form: 10-Q, Received: 05/08/2017 17:22:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 10-Q

______________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017 .



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-27544

______________________________________

OPEN TEXT CORPORATION

(Exact name of Registrant as specified in its charter)

______________________




CANADA		98-0154400
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant’s telephone number, including area code)

______________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if smaller reporting company) Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

At May 4, 2017 , there were 263,925,641 outstanding Common Shares of the registrant.

OPEN TEXT CORPORATION

TABLE OF CONTENTS



	Page No
Part I Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2017 (unaudited) and June 30, 2016	3
Condensed Consolidated Statements of Income - Three and Nine Months Ended March 31, 2017 and 2016 (unaudited)	4
Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended March 31, 2017 and 2016 (unaudited)	5
Condensed Consolidated Statements of Cash Flows - Nine Months Ended March 31, 2017 and 2016 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation	36
Item 3. Quantitative and Qualitative Disclosures about Market Risk	67
Item 4. Controls and Procedures	68
Part II Other Information:
Item 1A. Risk Factors	69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 5. Other Information	70
Item 6. Exhibits	71
Signatures	72

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)



	March 31, 2017			June 30, 2016
ASSETS	(unaudited)
Cash and cash equivalents	$	449,000		$	1,283,757
Short-term investments	2,698			11,839
Accounts receivable trade, net of allowance for doubtful accounts of $6,270 as of March 31, 2017 and $6,740 as of June 30, 2016 (note 3)	360,272			285,904
Income taxes recoverable (note 14)	20,051			31,752
Prepaid expenses and other current assets	79,318			59,021
Total current assets	911,339			1,672,273
Property and equipment (note 4)	195,124			183,660
Goodwill (note 5)	3,407,526			2,325,586
Acquired intangible assets (note 6)	1,558,424			646,240
Deferred tax assets (note 14)	1,222,386			241,161
Other assets (note 7)	72,041			53,697
Deferred charges (note 8)	56,684			22,776
Long-term income taxes recoverable (note 14)	9,700			8,751
Total assets	$	7,433,224		$	5,154,144
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (note 9)	$	290,465		$	257,450
Current portion of long-term debt (note 10)	232,760			8,000
Deferred revenues	573,258			373,549
Income taxes payable (note 14)	34,555			32,030
Total current liabilities	1,131,038			671,029
Long-term liabilities:
Accrued liabilities (note 9)	40,501			29,848
Deferred credits (note 8)	6,052			8,357
Pension liability (note 11)	57,300			61,993
Long-term debt (note 10)	2,388,805			2,137,987
Deferred revenues	59,000			37,461
Long-term income taxes payable (note 14)	149,825			149,041
Deferred tax liabilities (note 14)	97,104			79,231
Total long-term liabilities	2,798,587			2,503,918
Shareholders’ equity:
Share capital (note 12)
263,750,312 and 242,809,354 Common Shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively; authorized Common Shares: unlimited	1,431,801			817,788
Additional paid-in capital	165,635			147,280
Accumulated other comprehensive income	43,281			46,310
Retained earnings	1,886,115			992,546
Treasury stock, at cost (997,157 shares at March 31, 2017 and 1,267,294 at June 30, 2016, respectively)	(23,909		)	(25,268		)
Total OpenText shareholders' equity	3,502,923			1,978,656
Non-controlling interests	676			541
Total shareholders’ equity	3,503,599			1,979,197
Total liabilities and shareholders’ equity	$	7,433,224		$	5,154,144

Guarantees and contingencies (note 13)

Related party transactions (note 21)

Subsequent events (note 22)

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of U.S. dollars, except share and per share data)

(unaudited)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
Revenues:
License	$	87,227		$	64,397		$	245,647		$	197,584
Cloud services and subscriptions	177,109			147,505			521,857			444,394
Customer support	263,436			183,636			693,298			553,440
Professional service and other	65,358			45,005			166,701			145,007
Total revenues	593,130			440,543			1,627,503			1,340,425
Cost of revenues:
License	4,008			2,480			10,244			7,190
Cloud services and subscriptions	77,225			61,298			220,667			179,132
Customer support	34,442			22,427			87,529			64,624
Professional service and other	55,529			37,599			137,167			114,038
Amortization of acquired technology-based intangible assets (note 6)	39,285			17,630			87,268			56,244
Total cost of revenues	210,489			141,434			542,875			421,228
Gross profit	382,641			299,109			1,084,628			919,197
Operating expenses:
Research and development	77,086			48,160			200,379			140,310
Sales and marketing	117,498			84,600			315,297			248,420
General and administrative	44,828			37,731			122,939			107,067
Depreciation	16,557			13,754			47,128			39,998
Amortization of acquired customer-based intangible assets (note 6)	40,825			27,966			108,248			83,564
Special charges (recoveries) (note 17)	20,586			(1,671		)	44,157			24,754
Total operating expenses	317,380			210,540			838,148			644,113
Income from operations	65,261			88,569			246,480			275,084
Other income (expense), net	1,424			2,120			4,565			(1,832		)
Interest and other related expense, net	(31,734		)	(16,228		)	(86,752		)	(54,461		)
Income before income taxes	34,951			74,461			164,293			218,791
Provision for (recovery of) income taxes (note 14)	13,239			5,353			(815,364		)	20,629
Net income for the period	$	21,712		$	69,108		$	979,657		$	198,162
Net (income) loss attributable to non-controlling interests	(96		)	7			(135		)	(75		)
Net income attributable to OpenText	$	21,616		$	69,115		$	979,522		$	198,087
Earnings per share—basic attributable to OpenText (note 20)	$	0.08		$	0.29		$	3.91		$	0.82
Earnings per share—diluted attributable to OpenText (note 20)	$	0.08		$	0.28		$	3.88		$	0.81
Weighted average number of Common Shares outstanding—basic	263,329			242,318			250,538			243,028
Weighted average number of Common Shares outstanding—diluted	265,440			243,412			252,469			244,088
Dividends declared per Common Share	$	0.1150		$	0.1000		$	0.3450		$	0.3000

As a result of the two -for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in these Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements are presented on a post share split basis.

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(unaudited)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
Net income for the period	$	21,712		$	69,108		$	979,657		$	198,162
Other comprehensive income—net of tax:
Net foreign currency translation adjustments	2,725			988			(7,582		)	(40		)
Unrealized gain (loss) on cash flow hedges:
Unrealized gain (loss) - net of tax expense (recovery) effect of $125 and $763 for the three months ended March 31, 2017 and 2016, respectively; ($254) and ($974) for the nine months ended March 31, 2017 and 2016, respectively	348			2,115			(705		)	(2,704		)
(Gain) loss reclassified into net income - net of tax (expense) recovery effect of $14 and $391 for the three months ended March 31, 2017 and 2016, respectively; ($24) and $869 for the nine months ended March 31, 2017 and 2016, respectively	40			1,086			(68		)	2,412
Actuarial gain (loss) relating to defined benefit pension plans:
Actuarial gain (loss) - net of tax expense (recovery) effect of ($64) and ($842) for the three months ended March 31, 2017 and 2016, respectively; $420 and ($632) for the nine months ended March 31, 2017 and 2016, respectively	686			(1,848		)	5,047			(87		)
Amortization of actuarial loss into net income - net of tax recovery effect of $59 and $33 for the three months ended March 31, 2017 and 2016, respectively; $178 and $99 for the nine months ended March 31, 2017 and 2016, respectively	139			88			420			261
Unrealized net gain (loss) on short-term investments - net of tax effect of nil for the three and nine months ended March 31, 2017 and 2016, respectively	(541		)	(557		)	(141		)	(422		)
Total other comprehensive income (loss) net, for the period	3,397			1,872			(3,029		)	(580		)
Total comprehensive income	25,109			70,980			976,628			197,582
Comprehensive (income) loss attributable to non-controlling interests	(96		)	7			(135		)	(75		)
Total comprehensive income attributable to OpenText	$	25,013		$	70,987		$	976,493		$	197,507

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)



	Nine Months Ended March 31,
	2017			2016
Cash flows from operating activities:
Net income for the period	$	979,657		$	198,162
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	242,644			179,806
Share-based compensation expense	22,373			19,080
Excess tax (benefits) on share-based compensation expense	(1,586		)	(257		)
Pension expense	2,953			3,459
Amortization of debt issuance costs	3,781			3,470
Amortization of deferred charges and credits	6,438			7,250
Loss on sale and write down of property and equipment	—			1,108
Deferred taxes	(890,244		)	(15,692		)
Share in net (income) of equity investees	(6,153		)	—
Write off of unamortized debt issuance costs	833			—
Other non-cash charges	1,033			—
Changes in operating assets and liabilities:
Accounts receivable	(37,095		)	22,152
Prepaid expenses and other current assets	(6,234		)	(2,589		)
Income taxes and deferred charges and credits	1,570			3,290
Accounts payable and accrued liabilities	16,521			(27,434		)
Deferred revenue	6,917			12,564
Other assets	(6,635		)	2,233
Net cash provided by operating activities	336,773			406,602
Cash flows from investing activities:
Additions of property and equipment	(50,071		)	(48,897		)
Proceeds from maturity of short-term investments	9,212			9,239
Purchase of ECD Business	(1,622,394		)	—
Purchase of HP Inc. CCM Business	(315,000		)	—
Purchase of Recommind, Inc.	(170,107		)	—
Purchase of HP Inc. CEM Business	(7,289		)	—
Purchase of ANXe Business Corporation	143			—
Purchase of Daegis Inc., net of cash acquired	—			(22,146		)
Purchase consideration for acquisitions completed prior to Fiscal 2016	—			(13,644		)
Other investing activities	(3,013		)	(6,124		)
Net cash used in investing activities	(2,158,519		)	(81,572		)
Cash flows from financing activities:
Excess tax benefits on share-based compensation expense	1,586			257
Proceeds from issuance of long-term debt (note 10)	256,875			—
Proceeds from revolver (note 10)	225,000			—
Proceeds from issuance of Common Shares from exercise of stock options and ESPP	26,668			11,828
Proceeds from issuance of Common Shares under the public Equity Offering	604,223			—
Repayment of long-term debt and revolver	(5,940		)	(6,000		)
Debt issuance costs	(6,200		)	—
Equity issuance costs	(19,472		)	—
Common Shares repurchased	—			(65,509		)
Purchase of treasury stock	(4,245		)	(10,627		)
Payments of dividends to shareholders	(85,953		)	(71,627		)
Net cash provided by (used in) financing activities	992,542			(141,678		)
Foreign exchange (loss) on cash held in foreign currencies	(5,553		)	(5,946		)
Increase (decrease) in cash and cash equivalents during the period	(834,757		)	177,406
Cash and cash equivalents at beginning of the period	1,283,757			699,999
Cash and cash equivalents at end of the period	$	449,000		$	877,405

Supplemental cash flow disclosures (note 19)

See accompanying Notes to Condensed Consolidated Financial Statements

OPEN TEXT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended March 31, 2017

(Tabular amounts in thousands, except share and per share data)

NOTE 1—BASIS OF PRESENTATION

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), GXS, Inc. (GXS Korea) and EC1 Pte. Ltd. (GXS Singapore), which as of March 31, 2017 , were 90% , 85% and 81% owned, respectively, by OpenText. All inter-company balances and transactions have been eliminated.

Throughout this Quarterly Report on Form 10-Q: (i) the term “Fiscal 2017” means our fiscal year beginning on July 1, 2016 and ending June 30, 2017; (ii) the term “Fiscal 2016” means our fiscal year beginning on July 1, 2015 and ended June 30, 2016; (iii) the term “Fiscal 2015” means our fiscal year beginning on July 1, 2014 and ended June 30, 2015; and (iv) the term "Fiscal 2014" means our fiscal year beginning on July 1, 2013 and ended June 30, 2014.

These Condensed Consolidated Financial Statements are expressed in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The information furnished reflects all adjustments necessary for a fair presentation of the results for the periods presented and includes the financial results of Recommind, Inc. (Recommind), with effect from July 20, 2016, certain customer communication management software and services assets and liabilities acquired from HP Inc. (CCM Business), with effect from July 31, 2016, and certain assets and liabilities of the enterprise content division of Dell-EMC (ECD Business), with effect from January 23, 2017 (see note 18 "Acquisitions").

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements . These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. In particular, significant estimates, judgments and assumptions include those related to: (i) revenue recognition, (ii) allowance for doubtful accounts, (iii) testing of goodwill for impairment, (iv) the valuation of acquired intangible assets, (v) the valuation of long-lived assets, (vi) the recognition of contingencies, (vii) restructuring accruals, (viii) acquisition accruals and pre-acquisition contingencies, (ix) the realization of investment tax credits, (x) the valuation of stock options granted and obligations related to share-based payments, including the valuation of our long-term incentive plans, (xi) the valuation of pension assets and obligations, and (xii) accounting for income taxes.

Share Split

As a result of the two -for-one share split, effected January 24, 2017 by way of a share sub-division, all current and historical period per share data and number of Common Shares outstanding in these accompanying Condensed Consolidated Financial Statements and the Notes to the Condensed Consolidated Financial Statements are presented on a post share split basis. See note 12 "Share Capital, Option Plans and Share-based Payments" for additional information about the share split.

NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, “Compensation-Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). This ASU requires entities to disaggregate the service cost component from the other components of net periodic benefit costs and present the service cost component in the same line item as where other current compensation costs for related employees are recorded in the income statement. ASU 2017-07 also requires that the other components of net periodic benefit costs be presented elsewhere in the income statement and outside of income from operations, if that subtotal is presented. Currently we record our net periodic pension costs, including service cost, as a component of compensation expense all within income from operations. ASU 2017-07 is effective for us in our first quarter of our fiscal year ending June 30, 2019, on a retroactive basis, with early adoption permitted. We are currently evaluating the impact of ASU 2017-07 on our Condensed Consolidated Financial Statements.

Definition of a Business

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the definition of a Business" (ASU 2017-01) which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for us for acquisitions commencing on or after the first quarter of our fiscal year ending June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. We have not early adopted ASU 2017-01 as yet.

Share-based Compensation

In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the presentation within the statement of cash flows for certain components of share-based awards. The standard is effective for us during the first quarter of our fiscal year ending June 30, 2018, with early adoption permitted. While we are still evaluating the impact of ASU 2016-09, we currently believe the most significant impact of this ASU on our consolidated financial statements relate to the treatment of excess tax deficiencies or benefits as a component of income tax expense or (recovery). Under current U.S. GAAP, such amounts are recorded either as an offset to accumulated excess tax benefits or recognized in additional paid in capital. Under the ASU these amounts will directly impact our provision for income taxes. Although historically, over the past three fiscal years, our excess tax benefits on share-based compensation has not been material and we don’t anticipate that our provision for income taxes will be materially impacted by the pending adoption of ASU 2016-09, we note that the amount of excess tax benefits or deficiencies recorded are in part based on the movement of our share price over time as well as on the timing of when employees exercise their share-based compensation awards, both of which are out of the Company’s control and vary from period to period.

Investments-Equity Method and Joint Ventures

In March 2016, the FASB issued ASU No. 2016-07, "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting" (ASU 2016-07). The amendments in this update require that the equity method investor add the cost of acquiring any additional interest in an investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon qualifying for equity method accounting, no retroactive adjustment of the investment is required. We adopted ASU 2016-07 in the first quarter of our Fiscal 2017. The adoption did not have a material impact on our reported financial position or results of operations and cash flows.

Leases

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02), which supersedes the guidance in former Accounting Standards Codification (ASC) Topic 840 “Leases”. The most significant change will result in the recognition of lease assets for the right to use the underlying asset and lease liabilities for the obligation to make lease payments by lessees, for those leases classified as operating leases under current guidance. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows related to leases. This standard is effective for us for our fiscal year ending June 30, 2020, with early adoption permitted. Upon adoption of ASU 2016-02, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We have formed a sub-committee consisting of internal members from various departments to assess the effect that the pending adoption of ASU 2016-02 will have on our Condensed Consolidated Balance Sheets. Although the sub-committee has not completed their assessment, we expect that the vast majority of the impact is expected to come from our facility leases, and we are currently analyzing the effects of adopting the standard and whether or not the effects will be material. We are also currently evaluating to what extent we want to make use of the practical expedients included in the standard. The financial statement impact of the new standard will depend on the lease agreements in effect at the time of adoption. It is expected that most of our operating lease commitments will be recognized as right of use assets and operating lease liabilities, which will increase our total assets and total liabilities, as reported on our Consolidated Balance Sheet, relative to such amounts prior to adoption. Based on the limited assessment of the impact of Topic 842 performed to date, we currently do not know and are not able to reasonably estimate the impact on our consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-04, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, (collectively referred to as Topic 606). These updates supersede the revenue recognition requirements in ASC Topic 605, "Revenue Recognition" and nearly all other existing revenue recognition guidance under U.S. GAAP. The core principal of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 identifies five steps to be followed to achieve this core principal, which include (i) identifying contract(s) with customers, (ii) identifying performance obligations in the contract(s), (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract(s) and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new guidance will be effective for us in the first quarter of our fiscal year ending June 30, 2019. Topic 606 can be applied either: (i) retrospectively to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 or (ii) retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. We are currently evaluating the effect that the pending adoption of Topic 606 will have on our Condensed Consolidated Financial Statements and related disclosures. Further, we have not yet selected a transition method. Currently, we are still assessing the following:


•	the volume of contracts that will be affected by the different policy changes stemming from Topic 606 upon adoption; and


•	the potential changes in business practices that may result from the adoption of the new policies stemming from Topic 606 upon adoption.

To date, we have established a project team with the primary objective of evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures, and recommending the transition method to adopt. We are utilizing a bottoms-up approach to analyzing the impact of the new standard on our contracts by reviewing the current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. In parallel, we are assessing the changes to our business processes, systems and controls in order to support the recognition and disclosure under the new standard. While we are continuing to assess all potential impacts of the new revenue recognition standard, we currently believe the most significant impacts will relate to our accounting for implementation services on cloud arrangements, and accounting for on premise subscription offerings. We expect to start quantifying any impact of the new standard in the near term.

Under current U.S. GAAP, fees charged for professional services to implement hosted software within a cloud arrangement are deferred and amortized over the estimated customer life because the activities are not deemed to be a separate element for which stand-alone value exists. The requirements for the identification of distinct performance obligations within a contract have changed under the new revenue recognition standard. Under this new standard we will be required to recognize certain implementation services that meet the criteria of being distinct as a separate performance obligation from the on-going cloud arrangement with corresponding revenues recognized as the services are provided to the customer. Costs relating to these implementation services will be expensed as they are incurred.

Under current U.S. GAAP, revenue attributable to subscription services related to on premise offerings is recognized ratably over the term of the arrangement because vendor-specific objective evidence (VSOE) does not exist for the undelivered maintenance and support element as it is not sold separately. The requirement to have VSOE for undelivered elements to enable the separation of the delivered software licenses is eliminated under the new revenue recognition standard. Accordingly, under this new standard we will be required to recognize as revenue a portion of the arrangement fee upon delivery of the initial software at the outset of the arrangement. This difference will result in allocating a transaction price to the software component of a subscription offering and thus an earlier recognition of that transaction price.

There have been no other significant changes in our reported financial position or results of operations and cash flows as a result of our adoption of new accounting pronouncements or changes to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

NOTE 3—ALLOWANCE FOR DOUBTFUL ACCOUNTS



Balance as of June 30, 2016	$	6,740
Bad debt expense	4,473
Write-off /adjustments	(4,943		)
Balance as of March 31, 2017	$	6,270

Included in accounts receivable are unbilled receivables in the amount of $50.3 million as of March 31, 2017 ( June 30, 2016 — $35.6 million ).

NOTE 4—PROPERTY AND EQUIPMENT



	As of March 31, 2017
	Cost		Accumulated Depreciation			Net
Furniture and fixtures	$	22,656	$	(14,495	)	$	8,161
Office equipment	1,214		(593		)	621
Computer hardware	151,648		(100,717		)	50,931
Computer software	59,000		(31,554		)	27,446
Capitalized software development costs	63,845		(25,372		)	38,473
Leasehold improvements	67,682		(36,905		)	30,777
Land and buildings	48,425		(9,710		)	38,715
Total	$	414,470	$	(219,346	)	$	195,124



	As of June 30, 2016
	Cost		Accumulated Depreciation			Net
Furniture and fixtures	$	20,462	$	(12,505	)	$	7,957
Office equipment	823		(226		)	597
Computer hardware	134,688		(89,351		)	45,337
Computer software	51,991		(25,134		)	26,857
Capitalized software development costs	53,540		(16,830		)	36,710
Leasehold improvements	57,061		(30,743		)	26,318
Land and buildings	48,529		(8,645		)	39,884
Total	$	367,094	$	(183,434	)	$	183,660

NOTE 5—GOODWILL

Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. The following table summarizes the changes in goodwill since June 30, 2016:



Balance as of June 30, 2016	$	2,325,586
Acquisition of Recommind (note 18)	93,985
Acquisition of CCM Business (note 18)	173,198
Acquisition of ECD Business (note 18)	819,366
Adjustments relating to prior acquisitions (note 18)	(3,334		)
Adjustments on account of foreign exchange	(1,275		)
Balance as of March 31, 2017	$	3,407,526

NOTE 6—ACQUIRED INTANGIBLE ASSETS



	As of March 31, 2017
	Cost		Accumulated Amortization			Net
Technology assets	$	935,373	$	(234,116	)	$	701,257
Customer assets	1,230,806		(373,639		)	857,167
Total	$	2,166,179	$	(607,755	)	$	1,558,424

	As of June 30, 2016
	Cost		Accumulated Amortization			Net
Technology assets	$	359,573	$	(155,848	)	$	203,725
Customer assets	790,506		(347,991		)	442,515
Total	$	1,150,079	$	(503,839	)	$	646,240

The above balances as of March 31, 2017 have been reduced to reflect the impact of intangible assets relating to acquisitions where the gross cost has become fully amortized during the nine months ended March 31, 2017. The impact of this resulted in a reduction of $9.0 million related to Technology assets and $82.6 million related to Customer assets.

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

The following table shows the estimated future amortization expense for the fiscal years indicated. This calculation assumes no future adjustments to acquired intangible assets:



	Fiscal years ending June 30,
2017 (three months ended June 30)	$	85,881
2018	338,332
2019	310,933
2020	239,419
2021	165,212
2022 and beyond	418,647
Total	$	1,558,424

NOTE 7—OTHER ASSETS



	As of March 31, 2017		As of June 30, 2016
Deposits and restricted cash	$	14,542	$	10,715
Deferred implementation costs	24,380		18,116
Investments	25,493		18,062
Long-term prepaid expenses and other long-term assets	7,626		6,804
Total	$	72,041	$	53,697

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

Deferred implementation costs relate to deferred direct and relevant costs on implementation of long-term contracts, to the extent such costs can be recovered through guaranteed contract revenues.

Investments relate to certain non-marketable equity securities in which we are a limited partner. Our interest, individually, in each of these investees range from 4% to below 20% . These investments are accounted for using the equity method. Our share of net income or losses based on our interest in these investments is recorded as a component of other income (expense), net in our Condensed Consolidated Statements of Income. During the three and nine months ended March 31, 2017 , our share of income from these investments was $0.2 million and $6.2 million , respectively ( three and nine months ended March 31, 2016 — nil , respectively).

Long-term prepaid expenses and other long-term assets primarily relate to advance payments on long-term licenses that are being amortized over the applicable terms of the licenses.

NOTE 8—DEFERRED CHARGES AND CREDITS

Deferred charges and credits relate to cash taxes payable and the elimination of deferred tax balances relating to legal entity consolidations completed as part of internal reorganizations of our international subsidiaries. Deferred charges and credits are amortized to income tax expense over periods of 6 to 15 years.

NOTE 9—ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Current liabilities

Accounts payable and accrued liabilities are comprised of the following:



	As of March 31, 2017		As of June 30, 2016
Accounts payable—trade	$	47,497	$	35,804
Accrued salaries and commissions	90,814		77,813
Accrued liabilities	114,845		113,272
Accrued interest on Senior Notes	25,246		23,562
Amounts payable in respect of restructuring and other Special charges	10,234		5,109
Asset retirement obligations	1,829		1,890
Total	$	290,465	$	257,450

Long-term accrued liabilities



	As of March 31, 2017		As of June 30, 2016
Amounts payable in respect of restructuring and other Special charges	$	1,829	$	3,986
Other accrued liabilities*	27,793		19,138
Asset retirement obligations	10,879		6,724
Total	$	40,501	$	29,848

* Other accrued liabilities consist primarily of tenant allowances, deferred rent and lease fair value adjustments relating to certain facilities acquired through business acquisitions.

Asset retirement obligations

We are required to return certain of our leased facilities to their original state at the conclusion of our lease. As of March 31, 2017 , the present value of this obligation was $12.7 million ( June 30, 2016 — $8.6 million ), with an undiscounted value of $14.2 million ( June 30, 2016 — $9.2 million ).

NOTE 10—LONG-TERM DEBT

Long-term debt

Long-term debt is comprised of the following:



	As of March 31, 2017			As of June 30, 2016
Total debt
Senior Notes 2026	$	850,000		$	600,000
Senior Notes 2023	800,000			800,000
Term Loan B	774,060			780,000
Revolver	225,000			—
Total principal payments due	2,649,060			2,180,000

Premium on Senior Notes 2026	6,736			—
Debt issuance costs	(34,231		)	(34,013		)
Total amount outstanding	2,621,565			2,145,987

Less:
Current portion of long-term debt
Term Loan B	7,760			8,000
Revolver	225,000			—
Total current portion of long-term debt	232,760			8,000

Non-current portion of long-term debt	$	2,388,805		$	2,137,987

Senior Unsecured Fixed Rate Notes

Senior Notes 2026

On May 31, 2016, we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

On December 20, 2016, we issued an additional $250 million in aggregate principal amount by reopening the previously issued Senior Notes 2026 at an issue price of 102.75% . The additional notes have identical terms, are fungible with and are a part of a single series with the $600 million aggregate principal amount of Senior Notes 2026. The outstanding aggregate principal amount of Senior Notes 2026, after taking into consideration the additional issuance, is $850 million .

For the three and nine months ended March 31, 2017 , we recorded interest expense of $12.5 million and $30.7 million , respectively, relating to Senior Notes 2026 ( three and nine months ended March 31, 2016 — nil , respectively).

Senior Notes 2023

On January 15, 2015, we issued $800 million in aggregate principal amount of 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed, in accordance with their terms, or repurchased.

For the three and nine months ended March 31, 2017 , we recorded interest expense of $11.2 million and $33.7 million , respectively, relating to Senior Notes 2023 ( three and nine months ended March 31, 2016 — $11.2 million and $33.7 million , respectively).

Term Loan B

We entered into a $800 million term loan facility (Term Loan B) and borrowed the full amount on January 16, 2014. Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver (defined below).

Term Loan B has a seven year term and repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. Originally, borrowings under Term Loan B were subject to a floating rate of interest at a rate per annum equal to 2.5% plus the higher of LIBOR or 0.75% . However, on February 22, 2017, we entered into an amendment of Term Loan B to, among other things, reduce the interest rate margin applicable to the Term Loan B loans that are LIBOR advances from 2.5% to 2.0% and reduced the LIBOR floor from 0.75% to 0.00% . Thus, interest on the current outstanding balance for Term Loan B is equal to 2.0% plus LIBOR.

For the three and nine months ended March 31, 2017 , we recorded interest expense of $6.0 million and $19.0 million , respectively, relating to Term Loan B ( three and nine months ended March 31, 2016 — $6.4 million and $19.5 million , respectively).

Revolver

On February 1, 2017, we amended our committed revolving credit facility (the Revolver) to increase the total commitments under the Revolver from $300 million to $450 million . Borrowings under the Revolver are secured by a first charge over substantially all of our assets on a pari passu basis with Term Loan B. As of March 31, 2017, the Revolver matured on December 22, 2019 with no fixed repayment date prior to the end of the term. Subsequently, we repriced and extended the maturity of the Revolver to May 5, 2022. Please refer to note 22 "Subsequent Events", for more details on the additional amendment to the Revolver. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed rate that is dependent on our consolidated net leverage ratio.

On January 13, 2017 we drew down $200 million from the Revolver, to partially finance the acquisition of the ECD Business and on January 26, 2017, we drew an additional $25 million from the Revolver for miscellaneous general corporate purposes. As of March 31, 2017 we have drawn a total of $225 million from the Revolver.

For the three and nine months ended March 31, 2017 , we recorded interest expense of $1.3 million , relating to amounts drawn on the Revolver ( three and nine months ended March 31, 2016 — nil , respectively).

Debt Issuance Costs and Premium on Senior Notes

Debt issuance costs relate primarily to costs incurred for the purpose of obtaining our credit facilities and issuing our Senior Notes and are being amortized over the respective terms of the Senior Notes, Term Loan B and the Revolver, using the effective interest method.

In connection with the recent reopening of Senior Notes 2026, we incurred debt issuance costs of approximately $3.7 million , which have been substantially paid as of March 31, 2017 .

The premium on Senior Notes 2026 represents the excess of the proceeds received over the face value of Senior Notes 2026. This premium is amortized as a credit to interest expense over the term of Senior Notes 2026 using the effective interest method.

In connection with the recent amendment of Term Loan B, we incurred debt issuance costs of approximately $0.8 million , which have substantially been paid as of March 31, 2017 . Furthermore, during the three and nine months ended March 31, 2017 , we wrote off $0.8 million , respectively, of unamortized debt issuance costs relating to the portion of Term Loan B that was not recommitted by certain lenders under the new terms and were therefore considered extinguished. This amount has been written off to "Interest and other related expense, net" on the Condensed Consolidated Statements of Income.

In connection with the recent amendment of the Revolver, we incurred debt issuance costs of approximately $0.5 million , which have been substantially paid as of March 31, 2017 .

NOTE 11—PENSION PLANS AND OTHER POST RETIREMENT BENEFITS

The following table provides details of our defined benefit pension plans and long-term employee benefit obligations for Open Text Document Technologies GmbH (CDT), GXS GmbH ( GXS GER ) and GXS Philippines, Inc. ( GXS PHP ) as of March 31, 2017 and June 30, 2016 :



	As of March 31, 2017
	Total benefit obligation		Current portion of benefit obligation*		Non-current portion of benefit obligation
CDT defined benefit plan	$	28,047	$	608	$	27,439
GXS Germany defined benefit plan	23,461		825		22,636
GXS Philippines defined benefit plan	4,285		74		4,211
Other plans	3,198		184		3,014
Total	$	58,991	$	1,691	$	57,300



	As of June 30, 2016
	Total benefit obligation		Current portion of benefit obligation*		Non-current portion of benefit obligation
CDT defined benefit plan	$	29,450	$	589	$	28,861
GXS Germany defined benefit plan	24,729		772		23,957
GXS Philippines defined benefit plan	7,341		30		7,311
Other plans	3,330		1,466		1,864
Total	$	64,850	$	2,857	$	61,993

*The current portion of the benefit obligation has been included within "Accrued salaries and commissions", all within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets (see note 9 "Accounts Payable and Accrued Liabilities").

Defined Benefit Plans

CDT Plan

CDT sponsors an unfunded defined benefit pension plan covering substantially all CDT employees (CDT pension plan) which provides for old age, disability and survivors’ benefits. Benefits under the CDT pension plan are generally based on age at retirement, years of service and the employee’s annual earnings. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan's active employees. As of March 31, 2017 , there is approximately $0.2 million in accumulated other comprehensive income related to the CDT pension plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2017.

GXS Germany Plan

As part of our acquisition of GXS Group, Inc. (GXS) in Fiscal 2014, we assumed an unfunded defined benefit pension plan covering certain German employees which provides for old age, disability and survivors' benefits. The GXS GER plan has been closed to new participants since 2006. Benefits under the GXS GER plan are generally based on a participant’s remuneration, date of hire, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. No contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of March 31, 2017 , there is approximately $41.5 thousand in accumulated other comprehensive income related to the GXS GER plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2017.

GXS Philippines Plan

As part of our acquisition of GXS in Fiscal 2014, we assumed a primarily unfunded defined benefit pension plan covering substantially all of the GXS Philippines employees which provides for retirement, disability and survivors' benefits. Benefits

under the GXS PHP plan are generally based on a participant’s remuneration, years of eligible service and age at retirement. The net periodic cost of this pension plan is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs. Aside from an initial contribution which has a fair value of approximately $33.3 thousand as of March 31, 2017 , no additional contributions have been made since the inception of the plan. Actuarial gains or losses in excess of 10% of the projected benefit obligation are being amortized and recognized as a component of net periodic benefit costs over the average remaining service period of the plan’s active employees. As of March 31, 2017 , there is approximately $11.7 thousand in accumulated other comprehensive income related to the GXS PHP plan that is expected to be recognized as a component of net periodic benefit costs over the remainder of Fiscal 2017.

The following are the details of the change in the benefit obligation for each of the above mentioned pension plans for the periods indicated:



	As of March 31, 2017												As of June 30, 2016
	CDT			GXS GER			GXS PHP			Total			CDT			GXS GER			GXS PHP			Total
Benefit obligation—beginning of period	$	29,450		$	24,729		$	7,341		$	61,520		$	26,091		$	22,420		$	7,025		$	55,536
Service cost	347			292			838			1,477			422			359			1,628			2,409
Interest cost	339			279			172			790			610			543			314			1,467
Benefits paid	(345		)	(591		)	(36		)	(972		)	(534		)	(770		)	(190		)	(1,494		)
Actuarial (gain) loss	(1,058		)	(690		)	(3,696		)	(5,444		)	3,299			2,564			(1,145		)	4,718
Foreign exchange (gain) loss	(686		)	(558		)	(334		)	(1,578		)	(438		)	(387		)	(291		)	(1,116		)
Benefit obligation—end of period	28,047			23,461			4,285			55,793			29,450			24,729			7,341			61,520
Less: Current portion	(608		)	(825		)	(74		)	(1,507		)	(589		)	(772		)	(30		)	(1,391		)
Non-current portion of benefit obligation	$	27,439		$	22,636		$	4,211		$	54,286		$	28,861		$	23,957		$	7,311		$	60,129

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



	Three Months Ended March 31,
	2017									2016
Pension expense:	CDT		GXS GER		GXS PHP			Total		CDT		GXS GER		GXS PHP		Total
Service cost	$	115	$	97	$	196		$	408	$	106	$	86	$	393	$	585
Interest cost	113		93		51			257		153		140		78		371
Amortization of actuarial (gains) and losses	155		42		(12		)	185		107		6		—		113
Net pension expense	$	383	$	232	$	235		$	850	$	366	$	232	$	471	$	1,069



	Nine Months Ended March 31,
	2017									2016
Pension expense:	CDT		GXS GER		GXS PHP			Total		CDT		GXS GER		GXS PHP		Total
Service cost	$	347	$	292	$	838		$	1,477	$	317	$	274	$	1,244	$	1,835
Interest cost	339		279		172			790		458		405		240		1,103
Amortization of actuarial (gains) and losses	465		125		(36		)	554		319		17		—		336
Net pension expense	$	1,151	$	696	$	974		$	2,821	$	1,094	$	696	$	1,484	$	3,274

In determining the fair value of the pension plan benefit obligations as of March 31, 2017 and June 30, 2016 , respectively, we used the following weighted-average key assumptions:



	As of March 31, 2017			As of June 30, 2016
	CDT	GXS GER	GXS PHP	CDT	GXS GER	GXS PHP
Assumptions:
Salary increases	2.00%	2.00%	6.20%	2.00%	2.00%	6.20%
Pension increases	1.75%	2.00%	N/A	1.75%	2.00%	N/A
Discount rate	1.83%	1.83%	5.00%	1.56%	1.56%	4.25%
Normal retirement age	65	65-67	60	65	65-67	60
Employee fluctuation rate:
to age 20	—%	N/A	12.19%	—%	N/A	7.90%
to age 25	—%	N/A	16.58%	—%	N/A	5.70%
to age 30	1.00%	N/A	13.97%	1.00%	N/A	4.10%
to age 35	0.50%	N/A	10.77%	0.50%	N/A	2.90%
to age 40	—%	N/A	7.39%	—%	N/A	1.90%
to age 45	0.50%	N/A	3.28%	0.50%	N/A	1.40%
to age 50	0.50%	N/A	—%	0.50%	N/A	—%
from age 51	1.00%	N/A	—%	1.00%	N/A	—%

Anticipated pension payments under the pension plans for the fiscal years indicated below are as follows:



	Fiscal years ending June 30,
	CDT		GXS GER		GXS PHP
2017 (three months ended June 30)	$	144	$	190	$	18
2018	618		847		82
2019	692		904		122
2020	756		954		159
2021	837		968		203
2022 to 2026	4,944		5,351		1,834
Total	$	7,991	$	9,214	$	2,418

Other Plans

Other plans include defined benefit pension plans that are offered by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. These other plans are primarily unfunded, with the aggregate projected benefit obligation included in our pension liability. The net periodic cost of these plans are determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate and estimated service costs.

NOTE 12—SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS

Share Split

On December 21, 2016, we announced that our board of directors (the Board) approved a two -for-one share split of our outstanding Common Shares. The two -for-one share split was implemented by way of a share sub-division whereby shareholders of record on the record date received one additional Common Share for each Common Share held. The record date for the share split was January 9, 2017 and the distribution date was January 24, 2017. In connection with the share split, the Company’s articles were amended on December 22, 2016 to change the number of Common Shares, whether issued or unissued, on a two -for-one basis, such that each Common Share became two Common Shares.

As a result of the two -for-one share split, all current and historical period per share data, number of Common Shares outstanding and share-based compensation awards are presented on a post share split basis.

Cash Dividends

For the three and nine months ended March 31, 2017 , pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.1150 and $0.3450 , respectively, per Common Share in the aggregate amount of $30.3 million and $86.0 million , respectively, which we paid during the same period.

For the three and nine months ended March 31, 2016 , pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1000 and $0.3000 , respectively, per Common Share in the aggregate amount of $24.1 million and $71.6 million , respectively.

Share Capital

Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued.

Treasury Stock

Repurchase

During the three and nine months ended March 31, 2017 , we repurchased 123,785 Common Shares, respectively, in the amount of $4.2 million , respectively, for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans.

During the three and nine months ended March 31, 2016 , we repurchased nil and 450,000 Common Shares, respectively, in the amount of nil and $10.6 million , respectively, for potential reissuance under our LTIP or other plans.

Reissuance

During the three and nine months ended March 31, 2017 , we reissued 44,000 and 393,922 Common Shares, respectively, from treasury stock ( three and nine months ended March 31, 2016 — 20,000 and 434,156 Common Shares, respectively, respectively), in connection with the settlement of our LTIP and other awards.

Share Repurchase Plan

On July 26, 2016, the Board authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan), pursuant to a normal course issuer bid. Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise.

During the three and nine months ended March 31, 2017 , we did not repurchase any of our Common Shares under the Share Repurchase Plan.

During the three and nine months ended March 31, 2016 , we repurchased and cancelled nil and 2,952,496 Common Shares, respectively, for approximately nil and $65.5 million , respectively, under our previous share repurchase plan.

Share-Based Payments

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



	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017		2016
Stock options	$	2,365	$	3,025	$	9,040	$	9,785
Performance Share Units (issued under LTIP)	926		610		2,754		1,957
Restricted Share Units (issued under LTIP)	1,573		1,150		4,940		3,754
Restricted Share Units (other)	534		330		2,029		1,041
Deferred Share Units (directors)	558		533		1,899		2,225
Employee Share Purchase Plan	705		318		1,711		318
Total share-based compensation expense	$	6,661	$	5,966	$	22,373	$	19,080

Summary of Outstanding Stock Options

As of March 31, 2017 , an aggregate of 8,964,408 options to purchase Common Shares were outstanding and an additional 12,057,100 options to purchase Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also

have options outstanding that vest over five years , as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date.

A summary of activity under our stock option plans for the nine months ended March 31, 2017 is as follows:



	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2016	8,354,816		$	21.94
Granted	1,576,474		31.34
Exercised	(832,968	)	19.98
Forfeited or expired	(133,914	)	25.00
Outstanding at March 31, 2017	8,964,408		$	23.73	4.27	$	92,191
Exercisable at March 31, 2017	3,883,554		$	19.00	2.80	$	58,280

We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data.

We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards.

For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
Weighted–average fair value of options granted	$	7.32		$	5.41		$	6.86		$	5.53
Weighted-average assumptions used:
Expected volatility	27.64		%	31.53		%	28.61		%	32.23		%
Risk–free interest rate	1.70		%	1.08		%	1.32		%	1.34		%
Expected dividend yield	1.37		%	1.70		%	1.42		%	1.66		%
Expected life (in years)	4.34			4.33			4.33			4.33
Forfeiture rate (based on historical rates)	5		%	5		%	5		%	5		%
Average exercise share price	$	33.48		$	23.51		$	31.34		$	23.07

As of March 31, 2017 , the total compensation cost related to the unvested stock option awards not yet recognized was approximately $22.3 million , which will be recognized over a weighted-average period of approximately 2.2 years .

No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented.

We have no t capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented.

For the three and nine months ended March 31, 2017 , cash in the amount of $12.2 million and $16.7 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2017 from the exercise of options eligible for a tax deduction was $1.5 million and $1.9 million , respectively.

For the three and nine months ended March 31, 2016 , cash in the amount of $2.0 million and $8.3 million , respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and nine months ended March 31, 2016 from the exercise of options eligible for a tax deduction was $0.4 million and $0.6 million , respectively.

Long-Term Incentive Plans

We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants are referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest.

Fiscal 2016 LTIP

Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, took effect in Fiscal 2014 starting on November 1, 2013. We settled the Fiscal 2016 LTIP by issuing 339,922 Common Shares from our treasury stock during the three months ended December 31, 2016, with a cost of $4.4 million .

Fiscal 2017 LTIP

Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock.

Fiscal 2018 LTIP

Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2018 LTIP. We expect to settle the Fiscal 2018 LTIP awards in stock.

Fiscal 2019 LTIP

Grants made in Fiscal 2017 under the LTIP (collectively referred to as Fiscal 2019 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2017 starting on August 14, 2016. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2019 LTIP. We expect to settle the Fiscal 2019 LTIP awards in stock.

PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value.

As of March 31, 2017 , the total expected compensation cost related to the unvested LTIP awards not yet recognized was $16.1 million , which is expected to be recognized over a weighted average period of 1.9 years .

Restricted Share Units (RSUs)

During the three and nine months ended March 31, 2017 , we granted nil and 7,800 RSUs, respectively, to employees in accordance with employment and other agreements ( three and nine months ended March 31, 2016 — 50,000 , respectively). The RSUs vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock.

During the three and nine months ended March 31, 2017 , we issued 44,000 and 54,000 Common Shares, respectively, from treasury stock, with a cost of $1.0 million and $1.1 million , respectively, in connection with the settlement of vested RSUs ( three and nine months ended March 31, 2016 — 20,000 and 30,000 Common Shares, respectively, with a cost of $0.2 million and $0.3 million , respectively).

Deferred Stock Units (DSUs)

During the three and nine months ended March 31, 2017 , we granted 2,302 and 77,998 DSUs, respectively, to certain non-employee directors ( three and nine months ended March 31, 2016 — 2,574 and 109,320 , respectively). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board.

Employee Share Purchase Plan (ESPP)

Beginning January 1, 2016, our ESPP offers employees a purchase price discount of 15% . Any Common Shares that were issued under the ESPP prior to January 1, 2016 were issued at a purchase price discount of 5% .

During the three and nine months ended March 31, 2017 , 129,579 and 349,435 Common Shares, respectively, were eligible for issuance to employees enrolled in the ESPP ( three and nine months ended March 31, 2016 — 81,800 , respectively).

During the three and nine months ended March 31, 2017 , cash in the amount of approximately $3.8 million and $10.0 million , respectively, was received from employees relating to the ESPP ( three and nine months ended March 31, 2016 — $1.8 million and $3.5 million , respectively).

NOTE 13—GUARANTEES AND CONTINGENCIES

We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:



	Payments due between
	Total		April 1, 2017— June 30, 2017		July 1, 2017— June 30, 2019		July 1, 2019— June 30, 2021		July 1, 2021 and beyond
Long term debt obligations ⁽¹⁾	$	3,483,024	$	33,488	$	478,197	$	981,651	$	1,989,688
Operating lease obligations ⁽²⁾	293,266		16,967		107,232		71,949		97,118
Purchase obligations	22,575		2,499		15,459		4,609		8
	$	3,798,865	$	52,954	$	600,888	$	1,058,209	$	2,086,814

⁽¹⁾ Includes interest and principal payments. We currently have borrowings outstanding under the Revolver, which we expect to repay over the next few quarters. Please see note 10 "Long-Term Debt" for more details.

⁽²⁾ Net of $7.3 million of sublease income to be received from properties which we have subleased to third parties.

Guarantees and Indemnifications

We have entered into customer agreements which may include provisions to indemnify our customers against third party claims that our software products or services infringe certain third party intellectual property rights and for liabilities related to a breach of our confidentiality obligations. We have not made any material payments in relation to such indemnification provisions and have not accrued any liabilities related to these indemnification provisions in our Condensed Consolidated Financial Statements .

Occasionally, we enter into financial guarantees with third parties in the ordinary course of our business, including, among others, guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows.

Litigation

We are currently involved in various claims and legal proceedings.

Quarterly, we review the status of each significant legal matter and evaluate such matters to determine how they should be treated for accounting and disclosure purposes in accordance with the requirements of ASC Topic 450-20 "Loss Contingencies" (Topic 450-20). Specifically, this evaluation process includes the centralized tracking and itemization of the status of all our disputes and litigation items, discussing the nature of any litigation and claim, including any dispute or claim that is reasonably likely to result in litigation, with relevant internal and external counsel, and assessing the progress of each matter in light of its merits and our experience with similar proceedings under similar circumstances.

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.

Contingencies

As we have previously disclosed, the United States Internal Revenue Service (IRS) is examining certain of our tax returns for our fiscal year ended June 30, 2010 (Fiscal 2010) through our fiscal year ended June 30, 2012 (Fiscal 2012), and in connection with those examinations is reviewing our internal reorganization in Fiscal 2010 to consolidate certain intellectual property ownership in Luxembourg and Canada and our integration of certain acquisitions into the resulting structure. We also previously disclosed that the examinations may lead to proposed adjustments to our taxes that may be material, individually or in the aggregate, and that we have not recorded any material accruals for any such potential adjustments in our Condensed Consolidated Financial Statements .

As part of these examinations, which are ongoing, on July 17, 2015 we received from the IRS a Notice of Proposed Adjustment (NOPA) in draft form proposing a one-time approximately $280 million increase to our U.S. federal taxes arising from the reorganization in Fiscal 2010 and proposing penalties equal to 20% of the additional taxes, plus interest at the applicable statutory rate (which will continue to accrue until the matter is resolved and may be substantial). A NOPA is an IRS position and does not impose an obligation to pay tax. The draft NOPA may be changed before the final NOPA is issued, including because the IRS reserved the right in the draft NOPA to increase the adjustment. Based on discussions with the IRS, we expect we will receive an additional NOPA proposing an approximately $80 million increase to our U.S. federal taxes for Fiscal 2012 arising from the integration of Global 360 Holding Corp. into the structure that resulted from the reorganization, accompanied by proposed penalties and interest (although there can be no assurance that this will be the amount reflected in the NOPA when received, including because the IRS may assign a higher value to our intellectual property). Depending upon the outcome of these matters, additional state income taxes plus penalties and interest may be due. We currently estimate that, as of March 31, 2017 , adjustments under the draft NOPA in its present form and the anticipated additional NOPA could result in an aggregate liability of approximately $575 million , inclusive of U.S. federal and state taxes, penalties and interest. The increase from the previously disclosed estimated aggregate liability of approximately $550 million is solely due to an estimate of interest that has accrued.

We strongly disagree with the IRS’ position and intend to vigorously contest the proposed adjustments to our taxable income. We are examining various alternatives available to taxpayers to contest the proposed adjustments. Any such alternatives could involve a lengthy process and result in the incurrence of significant expenses. As of the date of this Quarterly Report on Form 10-Q , we have not recorded any material accruals in respect of these examinations in our Condensed Consolidated Financial Statements . An adverse outcome of these tax examinations could have a material adverse effect on our financial position and results of operations.

As part of our acquisition of GXS, we have inherited a tax dispute in Brazil between the Company’s subsidiary, GXS Tecnologia da Informação (Brasil) Ltda. (GXS Brazil), and the municipality of São Paulo, in connection with GXS Brazil’s judicial appeal of a tax claim in the amount of $2.9 million as of March 31, 2017 . We currently have in place a bank guarantee in the amount of $4.4 million in recognition of this dispute. However, we believe that the position of the São Paulo tax authorities is not consistent with the relevant facts and based on information available on the case and other similar matters provided by local counsel, we believe that we can defend our position and that no tax is owed. Although we believe that the facts support our position, the ultimate outcome of this matter could result in a loss of up to the claim amount discussed above, plus future interest or penalties that may accrue.

Historically, prior to our acquisition of GXS, GXS would charge certain costs to its subsidiaries, including GXS Brazil, primarily based on historical transfer pricing studies that were intended to reflect the costs incurred by subsidiaries in relation to services provided by the parent company to the subject subsidiary. GXS recorded taxes on amounts billed, that were considered to be due based on the intercompany charges. GXS subsequently re-evaluated its intercompany charges to GXS Brazil and related taxes and, upon taking into consideration the current environment and judicial proceedings in Brazil, concluded that it was probable that certain indirect taxes would be assessable and payable based upon the accrual of such intercompany charges and has approximately $4.0 million accrued for the probable amount of a settlement related to the indirect taxes, interest and penalties.

Our Indian subsidiary, GXS India Technology Centre Private Limited (GXS India), is subject to potential assessments by Indian tax authorities in the city of Bangalore. GXS India has received assessment orders from the Indian tax authorities alleging that the transfer price applied to intercompany transactions was not appropriate. Based on advice from our tax advisors, we believe that the facts that the Indian tax authorities are using to support their assessment are incorrect. We have filed appeals and anticipate an eventual settlement with the Indian tax authorities. We have accrued $1.6 million to cover our anticipated financial exposure in this matter.

Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2016.

NOTE 14—INCOME TAXES

Our effective tax rate represents the net effect of the mix of income earned in various tax jurisdictions that are subject to a wide range of income tax rates.

We recognize interest expense and penalties related to income tax matters in income tax expense.

For the three and nine months ended March 31, 2017 and 2016 , we recognized the following amounts as income tax-related interest expense and penalties:



	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017			2016
Interest expense	$	1,673	$	949	$	4,456		$	3,921
Penalties expense (recoveries)	6		7		(318		)	(2,719		)
Total	$	1,679	$	956	$	4,138		$	1,202

As of March 31, 2017 and June 30, 2016 , the following amounts have been accrued on account of income tax-related interest expense and penalties:



	As of March 31, 2017		As of June 30, 2016
Interest expense accrued *	$	38,674	$	34,476
Penalties accrued *	$	1,271	$	1,615


*	These balances have been included within "Long-term income taxes payable" within the Condensed Consolidated Balance Sheets .

We believe that it is reasonably possible that the gross unrecognized tax benefits, as of March 31, 2017 , could decrease tax expense in the next 12 months by $1.9 million , 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.

Our four most significant tax jurisdictions are Canada, the United States, Luxembourg and Germany. Our tax filings remain subject to audits by applicable tax authorities for a certain length of time following the tax year to which those filings relate. The earliest fiscal years open for examination are 2009 for Germany, 2010 for the United States, 2011 for Luxembourg, and 2012 for Canada.

We are subject to tax audits in all major taxing jurisdictions in which we operate and currently have tax audits open in Canada, the United States, France, Germany, India, the Netherlands, Italy, Malaysia, and the United Kingdom. On a quarterly basis we assess the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for income and other taxes. Statements regarding the United States audits are included in note 13 "Guarantees and Contingencies".

The timing of the resolution of income tax audits is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax audits in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes. For more information relating to certain tax audits, please refer to note 13 "Guarantees and Contingencies".

As at March 31, 2017 , we have provided $19.6 million ( June 30, 2016 — $15.9 million ) in respect of both additional foreign withholding taxes or deferred income tax liabilities for temporary differences related to the undistributed earnings of certain non-United States subsidiaries, and planned periodic repatriations from certain United States and 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. It is not practicable to reasonably estimate the amount of additional deferred income tax liabilities or foreign withholding taxes that may be payable should these earnings be distributed in the future.

ensure appropriate legal protections for our consolidated IP, simplify legal, accounting and tax compliance, and improve our global cash management. A significant tax benefit of $876.1 million , associated primarily with the recognition of a net deferred tax asset arising from the entry of the IP into Canada, was recognized in the first quarter of Fiscal 2017. We believe it is more likely than not that the deferred tax asset will be realized and therefore no valuation allowance was required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText.

The effective tax rate increased to a provision of 37.9% for the three months ended March 31, 2017 , compared to a provision of 7.2% for the three months ended March 31, 2016 . The increase in tax expense of $7.9 million was primarily due to an increase of $20.0 million resulting from the impact of foreign tax rates as it relates to the change in proportion of income earned in domestic jurisdictions compared to foreign jurisdictions with different statutory rates. Starting in Fiscal 2017, the Company is recognizing a significant portion of its global income in Canada for tax purposes which gives rise to a non-cash deferred tax expense resulting from the use of the tax assets discussed above at the Canadian statutory rate. Also contributing to the increase in tax expense is an increase in changes in unrecognized tax benefits in the amount of $1.6 million relating mainly to reversals of reserves in the three months ended March 31, 2016 that did not reoccur in the three months ended March 31, 2017. These increases were partially offset by a decrease of $10.5 million relating to the tax impact of the Company having lower income before taxes, a decrease in the change in valuation allowance of $1.5 million and a decrease in the amortization of deferred charges of $0.5 million . The remainder of the difference was due to normal course movements and non-material items.

The effective tax rate decreased to a recovery of 496.3% for the nine months ended March 31, 2017 , compared to a provision of 9.4% for the nine months ended March 31, 2016 . The decrease in tax expense of $836.0 million was primarily due to a significant tax benefit of $876.1 million resulting from an internal reorganization as described above. Additionally, we saw an increase of $56.0 million resulting from the impact of foreign tax rates as it relates to the change in proportion of income earned in domestic jurisdictions compared to foreign jurisdictions with different statutory rates. Starting in Fiscal 2017 the Company is recognizing a significant portion of its global income in Canada for tax purposes which gives rise to a non-cash deferred tax expense resulting from the use of the tax assets discussed above at the Canadian statutory rate. Also contributing to the increase in tax expense is an increase in changes in unrecognized tax benefits in the amount of $9.9 million relating mainly to reversals of reserves in the nine months ended March 31, 2016 that did not reoccur in the nine months ended March 31, 2017. These increases were partially offset by a decrease of $14.4 million relating to the tax impact of the Company having lower income before taxes, a decrease in the change in valuation allowance of $4.2 million and a decrease in the amortization of deferred charges of $2.2 million . The remainder of the difference was due to normal course movements and non-material items.

NOTE 15—FAIR VALUE MEASUREMENT

ASC Topic 820 “Fair Value Measurement” (Topic 820) defines fair value, establishes a framework for measuring fair value, and addresses disclosure requirements for fair value measurements. Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk.

In addition to defining fair value and addressing disclosure requirements, Topic 820 establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


•	Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.


•	Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


•	Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis:

Our financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of March 31, 2017 and June 30, 2016 :



	March 31, 2017								June 30, 2016
				Fair Market Measurements using:							Fair Market Measurements using:
	March 31, 2017			Quoted prices in active markets for identical assets/ (liabilities)	Significant other observable inputs			Significant unobservable inputs	June 30, 2016		Quoted prices in active markets for identical assets/ (liabilities)	Significant other observable inputs		Significant unobservable inputs
	March 31, 2017			(Level 1)	(Level 2)			(Level 3)	June 30, 2016		(Level 1)	(Level 2)		(Level 3)
Financial Assets:
Short-term investments*	$	2,698		N/A	$	2,698		N/A	$	11,839	N/A	$	11,839	N/A
Derivative financial instrument asset (note 16)	—			N/A	—			N/A	792		N/A	792		N/A
	$	2,698		N/A	$	2,698		N/A	$	12,631	N/A	$	12,631	N/A

Financial Liabilities:
Derivative financial instrument liability (note 16)	$	(260	)	N/A	$	(260	)	N/A	$	—	N/A	$	—	N/A
	$	(260	)	N/A	$	(260	)	N/A	$	—	N/A	$	—	N/A

*These assets in the table above are classified as Level 2 as certain specific assets included within may not have quoted prices that are readily accessible in an active market or we may have relied on alternative pricing methods that do not rely exclusively on quoted prices to determine the fair value of the investments.

Our valuation techniques used to measure the fair values of the derivative instruments, the counterparty to which has high credit ratings, were derived from pricing models including discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data, as no quoted market prices exist for these instruments. Our discounted cash flow techniques use observable market inputs, such as, where applicable, foreign currency spot and forward rates.

Our cash and cash equivalents, along with our accounts receivable and accounts payable and accrued liabilities balances, are measured and recognized in our Condensed Consolidated Financial Statements at an amount that approximates their fair value (a Level 2 measurement) due to their short maturities.

If applicable, we will recognize transfers between levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstance occurs. During the three and nine months ended March 31, 2017 and 2016 , 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

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be other-than-temporarily impaired. During the three and nine months ended March 31, 2017 and 2016 , no indications of impairment were identified and therefore no fair value measurements were required.

Short-term Investments

Short-term investments are classified as available for sale securities and are recorded on our Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of Accumulated other comprehensive income.

A summary of our short-term investments outstanding as of March 31, 2017 and June 30, 2016 is as follows:



	As of March 31, 2017									As of June 30, 2016
	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value
Short-term investments	$	2,406	$	294	$	(2	)	$	2,698	$	11,406	$	436	$	(3	)	$	11,839

NOTE 16—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign Currency Forward Contracts

We are engaged in hedging programs with relationship banks to limit the potential foreign exchange fluctuations incurred on future cash flows relating to a portion of our Canadian dollar payroll expenses. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business, in particular to changes in the Canadian dollar on account of large costs that are incurred from our centralized Canadian operations, which are denominated in Canadian dollars. As part of our risk management strategy, we use foreign currency forward contracts to hedge portions of our payroll exposure with typical maturities of between one and twelve months . We do not use derivatives for speculative purposes.

We have designated these transactions as cash flow hedges of forecasted transactions under ASC Topic 815 “Derivatives and Hedging” (Topic 815). As the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with Topic 815 we have been able to conclude that changes in fair value or cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, quarterly unrealized gains or losses on the effective portion of these forward contracts have been included within other comprehensive income. The fair value of the contracts, as of March 31, 2017 , is recorded within "Accounts payable and accrued liabilities”.

As of March 31, 2017 , the notional amount of forward contracts we held to sell U.S. dollars in exchange for Canadian dollars was $39.4 million ( June 30, 2016 — $33.2 million ).

Fair Value of Derivative Instruments and Effect of Derivative Instruments on Financial Performance

The effect of these derivative instruments on our Condensed Consolidated Financial Statements for the periods indicated below were as follows (amounts presented do not include any income tax effects).

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets (see note 15 "Fair Value Measurement")



		As of March 31, 2017			As of June 30, 2016
Derivatives	Balance Sheet Location	Fair Value Asset (Liability)			Fair Value Asset (Liability)
Foreign currency forward contracts designated as cash flow hedges	Prepaid expenses and other current assets (Accounts payable and accrued liabilities)	$	(260	)	$	792

Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI)



Three and Nine Months Ended March 31, 2017
Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)					Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31, 2017		Nine Months Ended March 31, 2017				Three Months Ended March 31, 2017			Nine Months Ended March 31, 2017				Three Months Ended March 31, 2017		Nine Months Ended March 31, 2017
Foreign currency forward contracts	$	473	$	(960	)	Operating expenses	$	(54	)	$	92		N/A	$	—	$	—

Three and Nine Months Ended March 31, 2016
Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion)					Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Location of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31, 2016		Nine Months Ended March 31, 2016				Three Months Ended March 31, 2016			Nine Months Ended March 31, 2016				Three Months Ended March 31, 2016		Nine Months Ended March 31, 2016
Foreign currency forward contracts	$	2,877	$	(3,679	)	Operating expenses	$	(1,477	)	$	(3,281	)	N/A	$	—	$	—

NOTE 17—SPECIAL CHARGES (RECOVERIES)

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



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
Fiscal 2017 Restructuring Plan	$	18,888		$	—		$	20,744		$	—
Fiscal 2015 Restructuring Plan	(28		)	751			(2,667		)	21,780
OpenText/GXS Restructuring Plan	(37		)	28			814			(2,006		)
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(3		)	—			(19		)	4
Acquisition-related costs	4,639			855			15,305			2,015
Other charges (recoveries)	(2,873		)	(3,305		)	9,980			2,961
Total	$	20,586		$	(1,671	)	$	44,157		$	24,754

Fiscal 2017 Restructuring Plan

During Fiscal 2017 and in the context of our acquisition of Recommind, the CCM Business and the ECD Business, we began to implement restructuring activities to streamline our operations (collectively referred to as the Fiscal 2017 Restructuring Plan ). The Fiscal 2017 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense

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

As of March 31, 2017 , we expect total costs to be incurred in conjunction with the Fiscal 2017 Restructuring Plan to be approximately $45.0 million , of which $20.7 million has already been recorded within "Special charges (recoveries)" to date.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below.



Fiscal 2017 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	—		$	—		$	—
Accruals and adjustments	19,744			1,000			20,744
Cash payments	(6,528		)	(326		)	(6,854		)
Foreign exchange and other non-cash adjustments	(5,710		)	(103		)	(5,813		)
Balance payable as at March 31, 2017	$	7,506		$	571		$	8,077

Fiscal 2015 Restructuring Plan

In the third quarter of Fiscal 2015 and in the context of the acquisition of Actuate Corporation (Actuate), we began to implement restructuring activities to streamline our operations (OpenText/Actuate Restructuring Plan). We subsequently announced, on May 20, 2015 that we were initiating a restructuring program in conjunction with organizational changes to support our cloud strategy and drive further operational efficiencies. These charges are combined with the OpenText/Actuate Restructuring Plan (collectively referred to as the Fiscal 2015 Restructuring Plan ) and are presented below. The Fiscal 2015 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, $27.7 million has been recorded within "Special charges (recoveries)" to date. We do not expect to incur any further significant charges related to this plan.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below.



Fiscal 2015 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	3,145		$	5,046		$	8,191
Accruals and adjustments	(1,143		)	(1,524		)	(2,667		)
Cash payments	(1,674		)	(850		)	(2,524		)
Foreign exchange and other non-cash adjustments	(131		)	(73		)	(204		)
Balance payable as at March 31, 2017	$	197		$	2,599		$	2,796

OpenText/GXS Restructuring Plan

In the third quarter of Fiscal 2014 and in the context of the acquisition of GXS, we began to implement restructuring activities to streamline our operations ( OpenText/GXS Restructuring Plan ). These charges relate to workforce reductions, facility consolidations and other miscellaneous direct costs. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, $24.9 million has been recorded within "Special charges (recoveries)". We do not expect to incur any further significant charges related to this plan.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	115		$	606		$	721
Accruals and adjustments	224			590			814
Cash payments	—			(431		)	(431		)
Foreign exchange and other non-cash adjustments	(101		)	30			(71		)
Balance payable as at March 31, 2017	$	238		$	795		$	1,033

Acquisition-related costs

Included within "Special charges (recoveries)" for the three and nine months ended March 31, 2017 are costs incurred directly in relation to acquisitions in the amount of $4.6 million and $15.3 million , respectively ( three and nine months ended March 31, 2016 — $0.9 million and $2.0 million , respectively).

Other charges (recoveries)

ERP Implementation Costs

We are currently involved in a one-time project to implement a broad enterprise resource planning (ERP) system.

For the three and nine months ended March 31, 2017 , we incurred costs of $ 2.6 million and $7.3 million , respectively, relating to the implementation of this project ( three and nine months ended March 31, 2016 — $1.1 million and $5.9 million , respectively).

Other charges (recoveries)

For the three months ended March 31, 2017 , "Other recoveries" primarily include (i) a net recovery of $2.7 million relating to commitment fees, (ii) $1.6 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred, and (iii) $1.3 million relating to a recovery on certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred.

For the nine months ended March 31, 2017 , "Other charges" primarily include (i) a net charge of $6.5 million relating to commitment fees and (ii) $1.2 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations. These charges were partially offset by (i) a recovery of $3.8 million relating to certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred and (ii) $1.4 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.

For the three months ended March 31, 2016 , "Other charges" primarily include (i) $0.6 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations and to reorganize certain legal entities, and (ii) $0.2 million relating to assets disposed in connection with a restructured facility. These charges were offset by (i) a recovery of $4.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement, and (ii) a recovery of $0.6 million relating to interest on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.

For the nine months ended March 31, 2016 , "Other charges" primarily include (i) $1.5 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations and to reorganize certain legal entities, and (ii) $1.1 million relating to assets disposed in connection with a restructured facility. These charges were partially offset by (i) a recovery of $5.2 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred, and (ii) a recovery of $0.7 million relating to interest on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.

NOTE 18—ACQUISITIONS

Fiscal 2017 Acquisitions

Purchase of an Asset Group Constituting a Business - ECD Business

On January 23, 2017 , we acquired certain assets and assumed certain liabilities of the enterprise content division of EMC Corporation, a Massachusetts corporation, and certain of its subsidiaries, collectively referred to as Dell-EMC (ECD Business)

for approximately $1.62 billion . In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. The ECD Business offers OpenText a suite of leading Enterprise Content Management solutions with deep industry focus, including the Documentum ^TM , InfoArchive ^TM , and LEAP ^TM product families. We believe this acquisition complements and extends our EIM portfolio.

The results of operations of this acquisition have been consolidated with those of OpenText beginning January 23, 2017.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of January 23, 2017, are set forth below:



Current assets	$	11,651
Non-current assets	103,557
Intangible customer assets	407,000
Intangible technology assets	459,000
Liabilities assumed	(178,180		)
Total identifiable net assets	803,028
Goodwill	819,366
Net assets acquired	$	1,622,394

The goodwill of $819.4 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $661.3 million is expected to be deductible for tax purposes.

Included in net tangible assets is acquired deferred revenue which represents advance payments from customers related to various revenue contracts. We estimated our obligation related to the deferred revenue using the cost build-up approach. The cost build-up approach determines fair value by estimating the costs relating to supporting the obligation plus an assumed profit. The sum of the costs and assumed profit approximates, in theory, the amount that we would be required to pay a third party to assume the obligation. The estimated costs to fulfill the obligation were based on the near-term projected cost structure for various revenue contracts. As a result, we recorded an adjustment to reduce the ECD Business' carrying value of deferred revenue by $52.0 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. The net deferred revenues included in the liabilities assumed above is $163.6 million , after the impact of this adjustment.

Further, included within net tangible assets are also certain contract assets which represent revenue earned by Dell-EMC on long-term projects for which billings had not yet occurred as of January 23, 2017 . As these long-term projects have now been inherited by OpenText, we will be responsible for billing and collecting cash on these projects at the appropriate time, yet we will not recognize revenue for these billings. The fair value assigned to these contract assets as of January 23, 2017 was $8.3 million .

The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before December 31, 2017.

Acquisition-related costs for ECD Business included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $4.1 million and $10.7 million , respectively.

The amount of the ECD Business’ revenues and net loss included in our Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 is set forth below:



	January 23, 2017 - March 31, 2017
Revenues	$	79,846
Net Loss*	$	(16,582	)

*Net loss includes one-time fees of approximately $12.2 million on account of special charges and $22.8 million of amortization charges relating to acquired intangible assets. These losses were partially offset by a tax recovery of $7.5 million . Net loss includes certain expenses that have been allocated to the ECD Business, as separately identifiable expenses are not available because of our continued efforts at fully integrating the ECD Business within our combined company.

The unaudited pro forma revenues and net income of the combined entity for the three and nine months ended March 31, 2017 and 2016, respectively, had the acquisition been consummated as of July 1, 2015, are set forth below:



Supplemental Unaudited Pro forma Information	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017		2016
Total revenues	$	631,664	$	576,503	$	1,962,090	$	1,772,684
Net income ⁽¹⁾⁽²⁾	$	24,007	$	83,924	$	975,851	$	245,714

⁽¹⁾ Included in pro forma net income for the periods above are estimated amortization charges relating to the allocated values of acquired intangible assets.

⁽²⁾ Included in net income for the nine months ended March 31, 2017 is a significant tax benefit of $876.1 million associated with the recognition of a net deferred tax asset ensuing from the Company’s internal reorganization that occurred in July 2016.

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

Purchase of an Asset Group Constituting a Business - CCM Business

On July 31, 2016 , we acquired certain customer communications management software and services assets and liabilities from HP Inc. (CCM Business) for approximately $315.0 million . Previously, $2.8 million was held back and unpaid in accordance with the terms of the purchase agreement. This amount has since been released and paid. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our current software portfolio, and allows us to better serve our customers by offering a wider set of CCM capabilities.

The results of operations of this acquisition have been consolidated with those of OpenText beginning July 31, 2016.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of July 31, 2016, are set forth below:



Current assets	$	683
Non-current deferred tax asset	11,861
Non-current tangible assets	2,348
Intangible customer assets	64,000
Intangible technology assets	101,000
Liabilities assumed	(38,090		)
Total identifiable net assets	141,802
Goodwill	173,198
Net assets acquired	$	315,000

The goodwill of $173.2 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $147.4 million is expected to be deductible for tax purposes.

Acquisition-related costs for CCM Business included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $0.1 million and $0.9 million , respectively.

The acquisition had no significant impact on revenues and net earnings for the three and nine months ended March 31, 2017 , since the date of acquisition.

Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations.

Acquisition of Recommind, Inc.

O n July 20, 2016, we acquired all of the equity interest in Recommind, Inc. (Recommind), a leading provider of eDiscovery and information analytics, for approximately $170.1 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our EIM solutions, and through eDiscovery and analytics, provides increased visibility into structured and unstructured data.

The results of operations of Recommind, have been consolidated with those of OpenText beginning July 20, 2016.

Preliminary Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of July 20, 2016, are set forth below:



Current assets	$	30,034
Non-current tangible assets	1,245
Intangible customer assets	51,900
Intangible technology assets	24,800
Deferred tax liabilities	(4,360		)
Other liabilities assumed	(27,497		)
Total identifiable net assets	76,122
Goodwill	93,985
Net assets acquired	$	170,107

The goodwill of $94.0 million is primarily attributable to the synergies expected to arise after the acquisition. No portion of this goodwill is expected to be deductible for tax purposes.

The fair value of current assets acquired includes accounts receivable with a fair value of $28.7 million . The gross amount receivable was $29.6 million of which $0.9 million of this receivable was expected to be uncollectible.

The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for taxation-related balances and for potential adjustments to assets and liabilities. We expect to finalize this determination on or before June 30, 2017.

Acquisition-related costs for Recommind included in "Special charges (recoveries)" in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2017 were $0.2 million and $1.1 million , respectively.

The acquisition had no significant impact on revenues and net earnings for the three and nine months ended March 31, 2017 , since the date of acquisition.

Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations.

Fiscal 2016 Acquisitions

Acquisition of ANXe Business Corporation

O n May 1, 2016, we acquired all of the equity interest in ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, for approximately $104.4 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition strengthens our industry presence and reach in the automotive and healthcare industries through strong customer relationships and targeted business partner collaboration solutions.

The results of operations of ANX have been consolidated with those of OpenText beginning May 1, 2016.

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of May 1, 2016, are set forth below:



Current assets	$	9,712
Non-current tangible assets	511
Intangible customer assets	49,700
Intangible technology assets	5,600
Liabilities assumed	(26,204		)
Total identifiable net assets	39,319
Goodwill	65,108
Net assets acquired	$	104,427

The goodwill of $65.1 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $7.0 million is expected to be deductible for tax purposes.

The fair value of current assets acquired includes accounts receivable with a fair value of $5.7 million . The gross amount receivable was $5.8 million of which $0.1 million of this receivable was expected to be uncollectible.

Purchase of an Asset Group Constituting a Business - CEM Business

On April 30, 2016 , we acquired certain customer experience software and services assets and liabilities from HP Inc. (CEM Business) for approximately $160.0 million . Previously, $7.3 million was held back and unpaid in accordance with the terms of the purchase agreement. This amount has since been released and paid during the three months ended September 30, 2016. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our current software portfolio, particularly our Customer Experience Management and Cloud offerings.

The results of operations of this acquisition have been consolidated with those of OpenText beginning April 30, 2016 .

Purchase Price Allocation

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of April 30, 2016 , are set forth below:



Current assets	$	3,078
Non-current tangible assets	14,302
Intangible customer assets	33,000
Intangible technology assets	47,000
Liabilities assumed	(24,887		)
Total identifiable net assets	72,493
Goodwill	87,507
Net assets acquired	$	160,000

The goodwill of $87.5 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $ 77.0 million is expected to be deductible for tax purposes.

NOTE 19—SUPPLEMENTAL CASH FLOW DISCLOSURES



	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017		2016
Cash paid during the period for interest	$	29,889	$	29,176	$	83,474	$	65,412
Cash received during the period for interest	$	1,164	$	2,870	$	2,634	$	3,412
Cash paid during the period for income taxes ⁽¹⁾	$	21,146	$	5,049	$	60,828	$	21,515

(1) Included for the three and nine months ended March 31, 2017 is cash paid of approximately $6.0 million and $20.0 million , respectively, relating to a one-time gain recognized arising from our recent IP reorganization.

NOTE 20—EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income, attributable to OpenText, by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share are computed by dividing net income, attributable to OpenText, by the shares used in the calculation of basic earnings per share plus the dilutive effect of Common Share equivalents, such as stock options, using the treasury stock method. Common Share equivalents are excluded from the computation of diluted earnings per share if their effect is anti-dilutive. Per share data and number of Common Shares included in the table below are presented on a post share split basis. See note 12 "Share Capital, Option Plans and Share-based Payments" for additional information about the share split.



	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017			2016
Basic earnings per share
Net income attributable to OpenText	$	21,616	$	69,115	$	979,522	(1)	$	198,087
Basic earnings per share attributable to OpenText	$	0.08	$	0.29	$	3.91		$	0.82
Diluted earnings per share
Net income attributable to OpenText	$	21,616	$	69,115	$	979,522	(1)	$	198,087
Diluted earnings per share attributable to OpenText	$	0.08	$	0.28	$	3.88		$	0.81
Weighted-average number of shares outstanding
Basic	263,329		242,318		250,538			243,028
Effect of dilutive securities	2,111		1,094		1,931			1,060
Diluted	265,440		243,412		252,469			244,088
Excluded as anti-dilutive ⁽²⁾	1,117		5,414		1,577			5,494

⁽¹⁾ Please also see note 14 "Income Taxes" for details relating to a one-time tax benefit of $876.1 million recorded during the three months ended September 30, 2016 in connection with an internal reorganization of our subsidiaries.

⁽²⁾ 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.

NOTE 21—RELATED PARTY TRANSACTIONS

Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products.

During the nine months ended March 31, 2017 , Mr. Stephen Sadler, a director, earned $0.8 million ( nine months ended March 31, 2016 — $0.2 million ) in consulting fees from OpenText for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

NOTE 22—SUBSEQUENT EVENTS

Cash Dividends

As part of our quarterly, non-cumulative cash dividend program, we declared, on May 5, 2017 , a dividend of $0.1320 per Common Share. The record date for this dividend is May 26, 2017 and the payment date is June 16, 2017 . Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors.

Revolver

On May 5, 2017, we amended the Revolver to, among other things, (i) extend the maturity from December 22, 2019 to May 5, 2022, and (ii) reduce the interest rate margins by 50 basis points . Borrowings under the Revolver are secured by a first charge over substantially all of our assets, and on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q , including this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended (the Securitie s Act ), and is subject to the safe harbours created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements.

When used in this report, the words “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would”, "might", "will" and other similar language, as they relate to Open Text Corporation (“OpenText” or the “Company”), are intended to identify forward-looking statements under applicable securities laws. Specific forward-looking statements in this report include, but are not limited to: (i) statements about our focus in the fiscal year beginning July 1, 2016 and ending June 30, 2017 (Fiscal 2017) on growth in earnings and cash flows; (ii) creating value through investments in broader Enterprise Information Management (EIM) capabilities; (iii) our future business plans and business planning process; (iv) statements relating to business trends; (v) statements relating to distribution; (vi) the Company’s presence in the cloud and in growth markets; (vii) product and solution developments, enhancements and releases and the timing thereof; (viii) the Company’s financial conditions, results of operations and earnings; (ix) the basis for any future growth and for our financial performance; (x) declaration of quarterly dividends; (xi) future tax rates; (xii) the changing regulatory environment and its impact on our business; (xiii) recurring revenues; (xiv) research and development and related expenditures; (xv) our building, development and consolidation of our network infrastructure; (xvi) competition and changes in the competitive landscape; (xvii) our management and protection of intellectual property and other proprietary rights; (xviii) foreign sales and exchange rate fluctuations; (xix) cyclical or seasonal aspects of our business; (xx) capital expenditures; (xxi) potential legal and/or regulatory proceedings; and (xxii) other matters.

In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The forward-looking statements contained in this report are based on certain assumptions including the following: (i) countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; (ii) our continued operation of a secure and reliable business network; (iii) the stability of general economic and market conditions, currency exchange rates, and interest rates; (iv) equity and debt markets continuing to provide us with access to capital; (v) our continued ability to identify and source attractive and executable business combination opportunities; and (vi) our continued compliance with third party intellectual property rights. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the potential for the incurrence of or assumption of debt in connection with acquisitions and the impact on the ratings or outlooks of rating agencies on our outstanding debt securities; (iii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act, and the rules promulgated thereunder, or applicable Canadian securities regulation; (iv) the risks associated with bringing new products and services to market; (v) fluctuations in currency exchange rates (including as a result of the impact of Brexit); (vi) delays in the purchasing decisions of the Company’s customers; (vii) the competition the Company faces in its industry and/or marketplace; (viii) the final determination of litigation, tax audits (including tax examinations in the United States or elsewhere) and other legal proceedings; (ix) potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes; (x) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (xi) the continuous commitment of the Company’s customers; (xii) demand for the Company’s products and services; (xiii) increase in exposure to international business risks (including as a result of the impact of Brexit) as we continue to increase our international operations; (xiv) inability to raise capital at all or on not unfavorable terms in the future; and (xv) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); and (xvi) potential changes in ratings or outlooks of rating agencies on our outstanding debt securities. Other factors that may affect forward-looking statements include, but are not limited to: (i) the future performance, financial and otherwise, of the Company; (ii) the ability of the Company to bring new products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) failure to secure and protect patents, trademarks and other proprietary rights; (v) infringement of third-party proprietary rights triggering indemnification obligations and resulting in

significant expenses or restrictions on our ability to provide our products or services; (vi) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement; (vii) the Company’s growth and profitability prospects; (viii) the estimated size and growth prospects of the EIM market; (ix) the Company’s competitive position in the EIM market and its ability to take advantage of future opportunities in this market; (x) the benefits of the Company’s products and services to be realized by customers; (xi) the demand for the Company’s products and services and the extent of deployment of the Company’s products and services in the EIM marketplace; (xii) the Company’s financial condition and capital requirements; (xiii) system or network failures or information security breaches in connection with the Company's offerings; and (xiv) failure to attract and retain key personnel to develop and effectively manage the Company's business.

For additional information with respect to risks and other factors which could occur, see Part II, Item 1A "Risk Factors" herein and the Company's Annual Report on Form 10-K, including Part I, Item 1A "Risk Factors" therein; Quarterly Reports on Form 10-Q and other documents we file from time to time with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following MD&A is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q .

All dollar and percentage comparisons made herein generally refer to the three and nine months ended March 31, 2017 compared with the three and nine months ended March 31, 2016 , unless otherwise noted.

Where we say “we”, “us”, “our”, “OpenText” or “the Company”, we mean Open Text Corporation or Open Text Corporation and its subsidiaries, as applicable.

EXECUTIVE OVERVIEW

We operate in the Enterprise Information Management (EIM) market. We are an independent company providing a comprehensive platform and suite of software products and services that assist organizations in finding, utilizing, and sharing business information from any device in ways which are intuitive, efficient and productive. Our technologies and business solutions address one of the biggest problems encountered by enterprises today: the explosive growth of information volume and formats. Our software and services allow organizations to manage the information that flows into, out of, and throughout the enterprise as part of daily operations. Our solutions help to improve customer satisfaction and digital experience, gain analytical insight, improve collaboration with business partners, address the legal and business requirements associated with information governance, and help to ensure that information remains secure and private, as demanded in today's highly regulated climate.

Our products and services are designed to provide the benefits of maximizing the value of enterprise information while largely minimizing its risks. Our solutions incorporate collaborative and mobile technologies and are delivered for on-premises deployment as well as through cloud, hybrid and managed hosted services models to provide the flexibility and cost efficiencies demanded by the market. In addition, we provide solutions that facilitate the exchange of information and transactions that occur between supply chain participants, such as manufacturers, retailers, distributors and financial institutions, and are central to a company’s ability to effectively collaborate with its partners.

Our initial public offering was on the NASDAQ in 1996 and we were subsequently listed on the Toronto Stock Exchange (TSX) in 1998. We are a multinational company and as of March 31, 2017 , employed approximately 11,200 people worldwide.

Our ticker symbol on both the NASDAQ and the TSX is OTEX.

IP Reorganization

In July 2016, we implemented a reorganization of our subsidiaries worldwide with the view to continuing to enhance operational and administrative efficiencies through further consolidated ownership, management, and development of our intellectual property (IP) in Canada, continuing to reduce the number of entities in our group and working towards our objective of having a single operating legal entity in each jurisdiction. We believe our reorganization also reduces our exposure to global political and tax uncertainties, particularly in Europe. We believe that further consolidating our IP in Canada will continue to ensure appropriate legal protections for our consolidated IP, simplify legal, accounting and tax compliance, and improve our global cash management. A significant tax benefit of $876.1 million associated with the recognition of a net deferred tax asset ensuing from the reorganization was recognized in the first quarter of Fiscal 2017. This had a significant impact on our GAAP-based net income and earnings per share, as illustrated in our year to date results presented below.

Share Split

As a result of the two-for-one share split, all current and historical period per share data, number of Common Shares outstanding and share-based compensation awards are presented on a post share split basis.

Quarterly Summary:

During the quarter we saw the following activity:


•	Total revenue was $593.1 million , up 34.6% compared to the same period in the prior fiscal year; up 36.2% after factoring the impact of $6.8 million of foreign exchange rate changes.


•	Total recurring revenue was $505.9 million , up 34.5% compared to the same period in the prior fiscal year; up 36.1% after factoring the impact of $6.1 million of foreign exchange rate changes.


•	Cloud services and subscriptions revenue was $177.1 million , up 20.1% compared to the same period in the prior fiscal year; up 21.5% after factoring the impact of $2.1 million of foreign exchange rate changes.


•	License revenue was $87.2 million , up 35.5% compared to the same period in the prior fiscal year; up 36.6% after factoring the impact of $0.7 million of foreign exchange rate changes.


•	GAAP-based EPS, diluted, was $0.08 compared to $0.28 in the same period in the prior fiscal year.


•	Non-GAAP-based EPS, diluted, was $0.45 compared to $0.40 in the same period in the prior fiscal year.


•	GAAP-based gross margin was 64.5% compared to 67.9% in the same period in the prior fiscal year.


•	GAAP-based operating margin was 11.0% compared to 20.1% in the same period in the prior fiscal year.


•	Non-GAAP-based operating margin was 29.1% compared to 31.4% in the same period in the prior fiscal year.


•	Operating cash flow was $336.8 million for the nine months ended March 31, 2017 , down 17.2% from the same period in the prior fiscal year.


•	Cash and cash equivalents was $449.0 million as of March 31, 2017 , compared to $1,283.8 million as of June 30, 2016 .

See "Use of Non-GAAP Financial Measures" below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

See "Acquisitions" below for the impact of acquisitions on the period-to-period comparability of results.

Acquisitions

Our competitive position in the marketplace requires us to maintain a complex and evolving array of technologies, products, services and capabilities. In light of the continually evolving marketplace in which we operate, on an ongoing basis we regularly evaluate acquisition opportunities within the EIM market and at any time may be in various stages of discussions with respect to such opportunities.

Acquisition of Recommind, Inc.

O n July 20, 2016, we acquired Recommind, Inc. (Recommind), a leading provider of eDiscovery and information analytics, for approximately $170.1 million . We believe this acquisition complements our EIM solutions, and through eDiscovery and analytics, provides increased visibility into structured and unstructured data. The results of operations of Recommind have been consolidated with those of OpenText beginning July 20, 2016.

Acquisition of Certain Customer Communication Management Software Assets from HP Inc.

On July 31, 2016 , we acquired certain customer communication management software and services assets and liabilities from HP Inc. (CCM Business) for approximately $315.0 million . We believe this acquisition complements our current software portfolio, and allows us to better serve our customers by offering a wider set of CCM capabilities. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 31, 2016 .

Acquisition of the Enterprise Content Division of Dell Technologies Inc.

On January 23, 2017, we completed our previously announced acquisition of certain assets and liabilities of the enterprise content division of Dell-EMC (ECD Business) for approximately $1.62 billion . The ECD Business offers OpenText a suite of leading Enterprise Content Management solutions with deep industry focus, including the Documentum ^TM , InfoArchive ^TM , and

LEAP ^TM product families. We believe this acquisition complements and extends our EIM portfolio. The results of operations of the ECD Business have been consolidated with those of OpenText beginning January 23, 2017.

We believe our acquisitions support our long-term strategic direction, strengthen our competitive position, expand our customer base, provide greater scale to accelerate innovation, grow our earnings and provide superior shareholder value. We expect to continue to strategically acquire companies, products, services and technologies to augment our existing business. Our acquisitions, particularly significant ones, can affect the period-to-period comparability of our results. See note 18 "Acquisitions" to our Condensed Consolidated Financial Statements for more details.

Outlook for remainder of Fiscal 2017

We expect to continue to pursue strategic acquisitions in the future to strengthen our service offerings in the EIM market, and at any time may be in various stages of discussions with respect to such opportunities. We believe we are a value oriented and disciplined acquirer, having efficiently deployed approximately $5.8 billion on acquisitions over the last 10 years. We see our ability to successfully integrate acquired companies and assets into our business as a strength and pursuing strategic acquisitions is an important aspect to our growth strategy. During the first nine months of Fiscal 2017, we further demonstrated the implementation of this strategy by acquiring Recommind, CCM Business, and ECD Business. For additional details, please refer to note 18 "Acquisitions" to our Condensed Consolidated Financial Statements.

While continuing to acquire companies is our leading growth driver, our growth strategy also includes organic growth through internal innovation. This quarter we invested approximately $77 million in research and development (R&D) and we typically target to spend approximately 10% to 12% of revenues for R&D each fiscal year. We believe our ability to leverage our global presence is helpful to our organic growth initiatives.

We see an opportunity to help our customers become “digital businesses” and we believe we have a strong platform to integrate personalized analytics and insights onto our OpenText EIM suites of products, which will further our vision to enable “the digital world” and strengthen our position among leaders in EIM.

We also believe our diversified geographic profile helps strengthen our position and helps to reduce the impact of a downturn in the economy that may occur in any one specific region.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES


(i)	Revenue recognition,


(ii)	Capitalized software,


(iii)	Business combinations,


(iv)	Goodwill,


(v)	Acquired intangibles,


(vi)	Restructuring charges,


(vii)	Foreign currency, and


(viii)	Income taxes.

During the third quarter of Fiscal 2017, there were no significant changes to our critical accounting policies and estimates. For a detailed discussion of our critical accounting and estimates, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended June 30, 2016.

RESULTS OF OPERATIONS

The following tables provide a detailed analysis of our results of operations and financial condition. For each of the periods indicated below, we present our revenues by product, revenues by major geography, cost of revenues by product, total gross margin, total operating margin, gross margin by product, and their corresponding percentage of total revenue. In addition, we provide Non-GAAP measures for the periods discussed in order to provide additional information to investors that we

believe will be useful as this presentation is in line with how our management assesses our Company's performance. See "Use of Non-GAAP Financial Measures" below for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

Summary of Results of Operations



	Three Months Ended March 31,									Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)			2016			2017			Change increase (decrease)			2016
Total Revenues by Product Type:
License	$	87,227		$	22,830		$	64,397		$	245,647		$	48,063		$	197,584
Cloud services and subscriptions	177,109			29,604			147,505			521,857			77,463			444,394
Customer support	263,436			79,800			183,636			693,298			139,858			553,440
Professional service and other	65,358			20,353			45,005			166,701			21,694			145,007
Total revenues	593,130			152,587			440,543			1,627,503			287,078			1,340,425
Total Cost of Revenues	210,489			69,055			141,434			542,875			121,647			421,228
Total GAAP-based Gross Profit	382,641			83,532			299,109			1,084,628			165,431			919,197
Total GAAP-based Gross Margin %	64.5		%				67.9		%	66.6		%				68.6		%
Total GAAP-based Operating Expenses	317,380			106,840			210,540			838,148			194,035			644,113
Total GAAP-based Income from Operations	$	65,261		$	(23,308	)	$	88,569		$	246,480		$	(28,604	)	$	275,084

% Revenues by Product Type:
License	14.7		%				14.6		%	15.1		%				14.7		%
Cloud services and subscriptions	29.9		%				33.5		%	32.1		%				33.2		%
Customer support	44.4		%				41.7		%	42.6		%				41.3		%
Professional service and other	11.0		%				10.2		%	10.2		%				10.8		%

Total Cost of Revenues by Product Type:
License	$	4,008		$	1,528		$	2,480		$	10,244		$	3,054		$	7,190
Cloud services and subscriptions	77,225			15,927			61,298			220,667			41,535			179,132
Customer support	34,442			12,015			22,427			87,529			22,905			64,624
Professional service and other	55,529			17,930			37,599			137,167			23,129			114,038
Amortization of acquired technology-based intangible assets	39,285			21,655			17,630			87,268			31,024			56,244
Total cost of revenues	$	210,489		$	69,055		$	141,434		$	542,875		$	121,647		$	421,228

% GAAP-based Gross Margin by Product Type:
License	95.4		%				96.1		%	95.8		%				96.4		%
Cloud services and subscriptions	56.4		%				58.4		%	57.7		%				59.7		%
Customer support	86.9		%				87.8		%	87.4		%				88.3		%
Professional service and other	15.0		%				16.5		%	17.7		%				21.4		%

Total Revenues by Geography:
Americas (1)	$	343,908		$	87,939		$	255,969		$	957,108		$	190,771		$	766,337
EMEA (2)	195,581			51,021			144,560			519,486			66,569			452,917
Asia Pacific (3)	53,641			13,627			40,014			150,909			29,738			121,171
Total revenues	$	593,130		$	152,587		$	440,543		$	1,627,503		$	287,078		$	1,340,425

% Revenues by Geography:
Americas (1)	58.0		%				58.1		%	58.8		%				57.2		%
EMEA (2)	33.0		%				32.8		%	31.9		%				33.8		%
Asia Pacific (3)	9.0		%				9.1		%	9.3		%				9.0		%



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
GAAP-based gross margin	64.5		%	67.9		%	66.6		%	68.6		%
GAAP-based operating margin	11.0		%	20.1		%	15.1		%	20.5		%
GAAP-based EPS, diluted	$	0.08		$	0.28		$	3.88		$	0.81
Non-GAAP-based gross margin (4)	71.2		%	72.0		%	72.2		%	72.9		%
Non-GAAP-based operating margin (4)	29.1		%	31.4		%	31.2		%	34.2		%
Non-GAAP-based EPS, diluted (4)	$	0.45		$	0.40		$	1.42		$	1.32



(1)	Americas consists of countries in North, Central and South America.
(2)	EMEA primarily consists of countries in Europe, the Middle East and Africa.
(3)	Asia Pacific primarily consists of the countries Japan, Australia, China, Korea, Philippines, Singapore and New Zealand.
(4)	See "Use of Non-GAAP Financial Measures" (discussed later in the MD&A) for a reconciliation of GAAP-based measures to Non-GAAP-based measures.

Revenues, Cost of Revenues and Gross Margin by Product Type

1) License:

License revenues consist of fees earned from the licensing of software products to customers. Our license revenues are impacted by the strength of general economic and industry conditions, the competitive strength of our software products, and our acquisitions. Cost of license revenues consists primarily of royalties payable to third parties.



	Three Months Ended March 31,								Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)		2016			2017			Change increase (decrease)		2016
License Revenues:
Americas	$	39,247		$	9,792	$	29,455		$	117,822		$	26,056	$	91,766
EMEA	38,315			8,883		29,432			100,633			13,457		87,176
Asia Pacific	9,665			4,155		5,510			27,192			8,550		18,642
Total License Revenues	87,227			22,830		64,397			245,647			48,063		197,584
Cost of License Revenues	4,008			1,528		2,480			10,244			3,054		7,190
GAAP-based License Gross Profit	$	83,219		$	21,302	$	61,917		$	235,403		$	45,009	$	190,394
GAAP-based License Gross Margin %	95.4		%			96.1		%	95.8		%			96.4		%

% License Revenues by Geography:
Americas	45.0		%			45.7		%	48.0		%			46.4		%
EMEA	43.9		%			45.7		%	41.0		%			44.1		%
Asia Pacific	11.1		%			8.6		%	11.0		%			9.5		%

License revenues increased by $22.8 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $0.7 million . Geographically, the overall increase was attributable to an increase in Americas of $9.8 million , an increase in EMEA of $8.9 million and an increase in Asia Pacific of $4.2 million . The number of license deals greater than $0.5 million that closed during the third quarter of Fiscal 2017 was 18 deals, of which 7 deals were greater than $1.0 million, compared to 15 deals in the third quarter of Fiscal 2016, of which 10 deals were greater than $1.0 million. License revenue, as a proportion of our total revenues, remained stable at approximately 15% .

License revenues increased by $48.1 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $1.5 million . Geographically, the overall increase was attributable to an increase in Americas of $26.1 million , an increase in EMEA of $13.5 million and an increase in Asia Pacific of $8.6 million . The number of license deals greater than $0.5 million that closed during the first nine months of Fiscal 2017 was 82 deals, of which 31 deals were greater than $1.0 million, compared to 56 deals in the same period in Fiscal 2016, of which 24 deals were greater than $1.0 million. License revenue, as a proportion of our total revenues, remained stable at approximately 15% .

Cost of license revenues increased by $1.5 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year as a result of an increase in third party technology costs. Approximately $0.6 million of this increase results from a broad range of products that we have inherited from our recent acquisitions. Overall, the gross margin percentage on license revenues remained relatively stable.

Cost of license revenues increased by $3.1 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year as a result of an increase in third party technology costs. Approximately $1.5 million of this increase results from a broad range of products that we have inherited from our recent acquisitions. Overall, the gross margin percentage on license revenues remained relatively stable.

2) Cloud Services and Subscriptions:

Cloud services and subscription revenues consist of (i) software as a service offerings (ii) managed service arrangements and (iii) subscription revenues relating to on premise offerings. These offerings allow our customers to make use of OpenText software, services and content over Internet enabled networks supported by OpenText data centers. These web applications allow customers to transmit a variety of content between various mediums and to securely manage enterprise information without the commitment of investing in related hardware infrastructure. Revenues are generated on several transactional usage-based models, are typically billed monthly in arrears, and can therefore fluctuate from period to period. Certain service fees are occasionally charged to customize hosted software for some customers and are either amortized over the estimated customer life, in the case of setup fees, or recognized in the period they are provided.

In addition, we offer business-to-business (B2B) integration solutions, such as messaging services, and managed services. Messaging services allow for the automated and reliable exchange of electronic transaction information, such as purchase orders, invoices, shipment notices and other business documents, among businesses worldwide. Managed services provide an end-to-end fully outsourced B2B integration solution to our customers, including program implementation, operational management, and customer support. These services enable customers to effectively manage the flow of electronic transaction information with their trading partners and reduce the complexity of disparate standards and communication protocols. Revenues are primarily generated through transaction processing. Transaction processing fees are recurring in nature and are recognized on a per transaction basis in the period in which the related transactions are processed. Revenues from contracts with monthly, quarterly or annual minimum transaction levels are recognized based on the greater of the actual transactions or the specified contract minimum amounts during the relevant period. Customers who are not committed to multi-year contracts generally are under contracts for transaction processing solutions that automatically renew every month or year, depending on the terms of the specific contracts.

Cost of Cloud services and subscriptions revenues is comprised primarily of third party network usage fees, maintenance of in-house data hardware centers, technical support personnel-related costs, amortization of customer set up and implementation costs, and some third party royalty costs.



	Three Months Ended March 31,								Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)		2016			2017			Change increase (decrease)		2016
Cloud Services and Subscriptions:
Americas	$	120,260		$	21,256	$	99,004		$	354,608		$	63,654	$	290,954
EMEA	39,381			7,141		32,240			116,243			11,258		104,985
Asia Pacific	17,468			1,207		16,261			51,006			2,551		48,455
Total Cloud Services and Subscriptions Revenues	177,109			29,604		147,505			521,857			77,463		444,394
Cost of Cloud Services and Subscriptions Revenues	77,225			15,927		61,298			220,667			41,535		179,132
GAAP-based Cloud Services and Subscriptions Gross Profit	$	99,884		$	13,677	$	86,207		$	301,190		$	35,928	$	265,262
GAAP-based Cloud Services and Subscriptions Gross Margin %	56.4		%			58.4		%	57.7		%			59.7		%

% Cloud Services and Subscriptions Revenues by Geography:
Americas	67.9		%			67.1		%	68.0		%			65.5		%
EMEA	22.2		%			21.9		%	22.3		%			23.6		%
Asia Pacific	9.9		%			11.0		%	9.7		%			10.9		%

Cloud services and subscriptions revenues increased by $29.6 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $2.1 million . Geographically, the overall change was attributable to an increase in Americas of $21.3 million , an increase in EMEA of $7.1 million and an increase in Asia Pacific of $1.2 million . The number of Cloud services deals greater than $1.0 million that closed during the third quarter of Fiscal 2017 was 12 deals, compared to 8 deals in the third quarter of Fiscal 2016.

Cloud services and subscriptions revenues increased by $77.5 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $3.6 million . Geographically, the overall change was attributable to an increase in Americas of $63.7 million , an increase in EMEA of $11.3 million and an increase in Asia Pacific of $2.6 million . The number of Cloud services deals greater than $1.0 million that closed during the first nine months of Fiscal 2017 was 33 deals, compared to 21 deals in the same period in Fiscal 2016.

Cost of Cloud services and subscriptions revenues increased by $15.9 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, primarily due to an increase in labour-related costs of approximately $11.9 million resulting from increased headcount, predominantly on account of recent acquisitions, and an increase in third party network usage fees of approximately $4.4 million related to an expanded portfolio of cloud-based offerings. These increases were partially offset by a reduction in other miscellaneous costs of $0.4 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues decreased to approximately 56% from approximately 58% .

Cost of Cloud services and subscriptions revenues increased by $41.5 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, primarily due to an increase in labour-related costs of approximately $28.4 million resulting from increased headcount, predominantly on account of recent acquisitions, and an increase in third party network usage fees of approximately $13.2 million related to an expanded portfolio of cloud-based offerings. These increases were partially offset by a reduction in other miscellaneous costs of $0.1 million. Overall, the gross margin percentage on Cloud services and subscriptions revenues decreased to approximately 58% from approximately 60% .

3) Customer Support:

Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, with customer renewal options. Our management reviews our Customer support renewal rates on a quarterly basis and we use these rates as a method of monitoring our customer service performance. For the three months ended March 31, 2017 , our Customer support renewal

rate was approximately 90%, consistent with the Customer support renewal rate during the three months ended March 31, 2016 .

Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third party royalty costs.



	Three Months Ended March 31,								Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)		2016			2017			Change increase (decrease)		2016
Customer Support Revenues:
Americas	$	153,502		$	47,344	$	106,158		$	407,482		$	90,783	$	316,699
EMEA	89,005			26,207		62,798			229,289			34,842		194,447
Asia Pacific	20,929			6,249		14,680			56,527			14,233		42,294
Total Customer Support Revenues	263,436			79,800		183,636			693,298			139,858		553,440
Cost of Customer Support Revenues	34,442			12,015		22,427			87,529			22,905		64,624
GAAP-based Customer Support Gross Profit	$	228,994		$	67,785	$	161,209		$	605,769		$	116,953	$	488,816
GAAP-based Customer Support Gross Margin %	86.9		%			87.8		%	87.4		%			88.3		%

% Customer Support Revenues by Geography:
Americas	58.3		%			57.8		%	58.8		%			57.2		%
EMEA	33.8		%			34.2		%	33.1		%			35.1		%
Asia Pacific	7.9		%			8.0		%	8.1		%			7.7		%

Customer support revenues increased by $79.8 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $3.2 million . Geographically, the overall increase was attributable to an increase in Americas of $47.3 million , an increase in EMEA of $26.2 million and an increase in Asia Pacific of $6.2 million .

Customer support revenues increased by $139.9 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $7.2 million . Geographically, the overall increase was attributable to an increase in Americas of $90.8 million , an increase in EMEA of $34.8 million and an increase in Asia Pacific of $14.2 million .

Cost of Customer support revenues increased by $12.0 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, due to an increase in labour-related costs of approximately $10.7 million, which was predominantly due to recent acquisitions, and an increase in the installed base of third party products of approximately $1.3 million. The increase in the installed base of third party products was primarily the result of products we have inherited from our recent acquisitions. Overall, the gross margin percentage on Customer support revenues decreased to approximately 87% from approximately 88% .

Cost of Customer support revenues increased by $22.9 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, due to an increase in labour-related costs of approximately $18.8 million, which was predominantly due to recent acquisitions, an increase in the installed base of third party products of approximately $4.0 million, and an increase in other miscellaneous costs of $0.1 million. The increase in the installed base of third party products was primarily the result of products we have inherited from our recent acquisitions. Overall, the gross margin percentage on Customer support revenues decreased to approximately 87% from approximately 88% .

4) Professional Service and Other:

Professional service and other revenues consist of revenues from consulting contracts and contracts to provide implementation, training and integration services (professional services). Other revenues consist of hardware revenues. These revenues are grouped within the “Professional service and other” category because they are relatively immaterial to our service revenues. Professional services are typically performed after the purchase of new software licenses. Cost of professional service and other revenues consists primarily of the costs of providing integration, configuration and training with respect to our various software products. The most significant components of these costs are personnel-related expenses, travel costs and third party subcontracting.



	Three Months Ended March 31,								Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)		2016			2017			Change increase (decrease)			2016
Professional Service and Other Revenues:
Americas	$	30,899		$	9,547	$	21,352		$	77,196		$	10,278		$	66,918
EMEA	28,880			8,790		20,090			73,321			7,012			66,309
Asia Pacific	5,579			2,016		3,563			16,184			4,404			11,780
Total Professional Service and Other Revenues	65,358			20,353		45,005			166,701			21,694			145,007
Cost of Professional Service and Other Revenues	55,529			17,930		37,599			137,167			23,129			114,038
GAAP-based Professional Service and Other Gross Profit	$	9,829		$	2,423	$	7,406		$	29,534		$	(1,435	)	$	30,969
GAAP-based Professional Service and Other Gross Margin %	15.0		%			16.5		%	17.7		%				21.4		%

% Professional Service and Other Revenues by Geography:
Americas	47.3		%			47.4		%	46.3		%				46.1		%
EMEA	44.2		%			44.6		%	44.0		%				45.7		%
Asia Pacific	8.5		%			8.0		%	9.7		%				8.2		%

Professional service and other revenues increased by $20.4 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $0.8 million . Geographically, the overall change was attributable to an increase in Americas of $9.5 million , an increase in EMEA of $8.8 million and an increase in Asia Pacific of $2.0 million .

Professional service and other revenues increased by $21.7 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, inclusive of the negative impact of foreign exchange of approximately $2.2 million . Geographically, the overall increase was attributable to an increase in Americas of $10.3 million , an increase in EMEA of $7.0 million and an increase in Asia Pacific of $4.4 million .

Cost of Professional service and other revenues increased by $17.9 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year, primarily as a result of an increase in labour-related costs of approximately $18.2 million, which was predominantly due to recent acquisitions. The remainder is due to a reduction in other miscellaneous costs of $0.3 million. Overall, the gross margin percentage on Professional service and other revenues decreased to approximately 15% from approximately 16% .

Cost of Professional service and other revenues increased by $23.1 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, primarily as a result of an increase in labour-related costs of approximately $23.8 million, which was predominantly due to recent acquisitions. Approximately $1.1 million of the increase in labour-related costs was associated with one-time charges incurred earlier this fiscal year from reorganizing our professional services organization. These increases were partially offset by a reduction in other miscellaneous costs of $0.7 million. Overall, the gross margin percentage on Professional service and other revenues decreased to approximately 18% from approximately 21% .

Amortization of Acquired Technology-based Intangible Assets



	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016		2017		Change increase (decrease)		2016
Amortization of acquired technology-based intangible assets	$	39,285	$	21,655	$	17,630	$	87,268	$	31,024	$	56,244

Amortization of acquired technology-based intangible assets increased during the three and nine months ended March 31, 2017 by $21.7 million and $31.0 million , respectively, as compared to the same periods in the prior fiscal year. This was due to additions of acquired technology-based intangible assets from our acquisitions of ECD Business, CCM Business, Recommind, CEM Business, and ANX. This was partially offset by the intangible assets pertaining to our previous acquisitions becoming fully amortized.

Operating Expenses



	Three Months Ended March 31,								Nine Months Ended March 31,
(In thousands)	2017			Change increase (decrease)		2016			2017			Change increase (decrease)		2016
Research and development	$	77,086		$	28,926	$	48,160		$	200,379		$	60,069	$	140,310
Sales and marketing	117,498			32,898		84,600			315,297			66,877		248,420
General and administrative	44,828			7,097		37,731			122,939			15,872		107,067
Depreciation	16,557			2,803		13,754			47,128			7,130		39,998
Amortization of acquired customer-based intangible assets	40,825			12,859		27,966			108,248			24,684		83,564
Special charges	20,586			22,257		(1,671		)	44,157			19,403		24,754
Total operating expenses	$	317,380		$	106,840	$	210,540		$	838,148		$	194,035	$	644,113

% of Total Revenues:
Research and development	13.0		%			10.9		%	12.3		%			10.5		%
Sales and marketing	19.8		%			19.2		%	19.4		%			18.5		%
General and administrative	7.6		%			8.6		%	7.6		%			8.0		%
Depreciation	2.8		%			3.1		%	2.9		%			3.0		%
Amortization of acquired customer-based intangible assets	6.9		%			6.3		%	6.7		%			6.2		%
Special charges	3.5		%			(0.4		)%	2.7		%			1.8		%

Research and development expenses consist primarily of payroll and payroll-related benefits expenses, contracted research and development expenses, and facility costs. Research and development assists with organic growth and improves product stability and functionality, and accordingly, we dedicate extensive efforts to update and upgrade our product offerings. The primary driver is typically budgeted software upgrades and software development.



	Quarter-over-Quarter Change between Fiscal		YTD-over-YTD Change between Fiscal
(In thousands)	2017 and 2016		2017 and 2016
Payroll and payroll-related benefits	$	18,813	$	40,544
Contract labour and consulting	3,283		6,215
Share-based compensation	1,137		3,390
Travel and communication	313		521
Facilities	4,879		7,558
Other miscellaneous	501		1,841
Total year-over-year change in research and development expenses	$	28,926	$	60,069

Research and development expenses increased by $28.9 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $18.8 million and an increase in the use of facility and related resources of $4.9 million , which were predominantly the result of recent acquisitions. Additionally, contract labour and consulting increased by $3.3 million , and share-based compensation increased by $1.1 million . Overall, our research and development expenses, as a percentage of total revenues, increased to approximately 13% from approximately 11% .

Research and development expenses increased by $60.1 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $40.5 million and an increase in the use of facility and related resources of $7.6 million , which were predominantly the result of recent acquisitions. Additionally, contract labour and consulting increased by $6.2 million and share-based compensation increased by $3.4 million . Overall, our research and development expenses, as a percentage of total revenues, increased slightly to approximately 12% from approximately 10% .

Our research and development labour resources increased by 754 employees, from 2,036 employees at March 31, 2016 to 2,790 employees at March 31, 2017 , primarily as a result of our recent acquisitions.

Sales and marketing expenses consist primarily of personnel expenses and costs associated with advertising, marketing and trade shows.



	Quarter-over-Quarter Change between Fiscal			YTD-over-YTD Change between Fiscal
(In thousands)	2017 and 2016			2017 and 2016
Payroll and payroll-related benefits	$	20,616		$	44,628
Commissions	6,147			11,580
Contract labour and consulting	955			1,658
Share-based compensation	(1,097		)	(1,726		)
Travel and communication	1,731			2,971
Marketing expenses	2,408			3,977
Facilities	2,463			3,601
Other miscellaneous	(325		)	188
Total year-over-year change in sales and marketing expenses	$	32,898		$	66,877

Sales and marketing expenses increased by $32.9 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $20.6 million and an increase in facility and related resources of $2.5 million , both of which were predominantly the result of recent acquisitions. Additionally, commissions expense increased by $6.1 million in conjunction with higher revenues. The remainder of the change was primarily attributable to normal growth in our business operations. Overall, our sales and marketing expenses, as a percentage of total revenues, increased slightly to approximately 20% from approximately 19% .

Sales and marketing expenses increased by $66.9 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $44.6 million and an increase in facility and related resources of $3.6 million , both of which were predominantly the result of recent acquisitions. Additionally, commissions expense increased by $11.6 million in conjunction with higher revenues. The remainder of the change was attributable to normal growth in our business operations. Overall, our sales and marketing expenses, as a percentage of total revenues, remained stable at approximately 19% .

Our sales and marketing labour resources increased by 555 employees, from 1,330 employees at March 31, 2016 to 1,885 employees at March 31, 2017 , primarily as a result of our recent acquisitions.

General and administrative expenses consist primarily of payroll and payroll related benefits expenses, related overhead, audit fees, other professional fees, consulting expenses and public company costs.



	Quarter-over-Quarter Change between Fiscal			YTD-over-YTD Change between Fiscal
(In thousands)	2017 and 2016			2017 and 2016
Payroll and payroll-related benefits	$	5,928		$	11,066
Contract labour and consulting	1,349			5,807
Share-based compensation	702			1,379
Travel and communication	69			(71		)
Facilities	(997		)	(1,613		)
Other miscellaneous	46			(696		)
Total year-over-year change in general and administrative expenses	$	7,097		$	15,872

General and administrative expenses increased by $7.1 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $5.9 million , which was predominantly the result of recent acquisitions. The remainder of the change was attributable to normal growth in our business operations. Overall, general and administrative expenses, as a percentage of total revenue decreased slightly to approximately 8% from approximately 9% .

General and administrative expenses increased by $15.9 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to an increase in payroll and payroll-related benefits of $11.1 million , which was predominantly the result of recent acquisitions, an increase in contract labour and

consulting of $5.8 million , and an increase in share-based compensation expense of $1.4 million . These increases were partially offset by a reduction in facility and related resources of $1.6 million and a reduction in other miscellaneous expenses of $0.7 million , which includes professional fees such as legal, audit and tax related expenses. Overall, general and administrative expenses, as a percentage of total revenue remained stable at approximately 8% .

Our general and administrative labour resources increased by 324 employees, from 1,060 employees at March 31, 2016 to 1,384 employees at March 31, 2017 , primarily as a result of our recent acquisitions.

Depreciation expenses:



	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016		2017		Change increase (decrease)		2016
Depreciation	$	16,557	$	2,803	$	13,754	$	47,128	$	7,130	$	39,998

Depreciation expenses increased by $2.8 million and $7.1 million , respectively, during the three and nine months ended March 31, 2017 , as compared to the same periods in the prior fiscal year, but remained relatively stable as a percentage of total revenue, at approximately 3%.

Amortization of acquired customer-based intangible assets:



	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016		2017		Change increase (decrease)		2016
Amortization of acquired customer-based intangible assets	$	40,825	$	12,859	$	27,966	$	108,248	$	24,684	$	83,564

Acquired customer-based intangible assets amortization expense increased by $12.9 million and $24.7 million , respectively, during the three and nine months ended March 31, 2017 as compared to the same periods in the prior fiscal year. This was primarily due to the impact of newly acquired customer-based intangible assets from our acquisitions of ECD Business, CCM Business, Recommind, CEM Business, and ANX. This was partially offset by the customer-based intangible assets pertaining to previous acquisitions becoming fully amortized.

Special charges (recoveries):

Special charges typically relate to amounts that we expect to pay in connection with restructuring plans relating to employee workforce reduction and abandonment of excess facilities, acquisition-related costs and other similar one-time charges. Generally, we implement such plans in the context of integrating existing OpenText operations with that of acquired entities. Actions related to such restructuring plans are typically completed within a period of one year. In certain limited situations, if the planned activity does not need to be implemented, or an expense lower than anticipated is paid out, we record a recovery of the originally recorded expense to Special charges.



	Three Months Ended March 31,							Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016			2017		Change increase (decrease)		2016
Special charges (recoveries)	$	20,586	$	22,257	$	(1,671	)	$	44,157	$	19,403	$	24,754

Special charges increased by $22.3 million during the three months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to (i) a net increase in restructuring charges of $18.0 million, (ii) an increase in acquisition related costs of $3.8 million, (iii) an increase of $2.4 million relating to a lower net impact of reversals from certain pre-acquisition sales and use tax liabilities and interest being settled, or in certain instances, becoming statute barred, and (iv) an increase of $1.5 million relating to the Enterprise Resource Planning (ERP) implementation project we are currently involved in. These increases were partially offset by (i) a net decrease of $2.7 million relating to commitments fees, (ii) a decrease of $0.6 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations, and (iii) a decrease of $0.2 million relating to assets that were disposed in connection with a restructured facility last fiscal year. The remainder of the change is due to other miscellaneous items.

Special charges increased by $19.4 million during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year. This was primarily due to (i) an increase in acquisition related costs of $13.3 million, (ii) a net increase of $6.5 million relating to commitments fees, (iii) an increase of $1.4 million relating to an ERP implementation project we are currently involved in, and (iv) an increase of $0.6 million relating to a lower net impact of reversals from certain pre-acquisition sales and use tax liabilities and interest being settled, or in certain instances, becoming statute barred. These increases were partially offset by (i) a decrease of $1.1 million relating to assets that were disposed in connection with a restructured facility last fiscal year, (ii) a net decrease in restructuring charges of $0.9 million, and (iii) a decrease of $0.3 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations.

For more details on Special charges (recoveries), see note 17 "Special Charges (Recoveries)" to our Condensed Consolidated Financial Statements .

Other Income (Expense), Net

Other income (expense), net relates to certain non-operational charges consisting primarily of transactional foreign exchange gains (losses). This income (expense) is dependent upon the change in foreign currency exchange rates vis-à-vis the functional currency of the legal entity. Other income (expense) also includes our share of income or losses in non-marketable equity securities accounted for under the equity method.



	Three Months Ended March 31,							Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)			2016		2017		Change increase (decrease)		2016
Other income (expense), net	$	1,424	$	(696	)	$	2,120	$	4,565	$	6,397	$	(1,832	)

Other income included foreign exchange gains of $1.1 million on our inter-company transactions during the three months ended March 31, 2017 compared to $2.1 million in foreign exchange gains during the same period in the prior fiscal year.

Other income included foreign exchange losses of $1.8 million on our inter-company transactions during the nine months ended March 31, 2017 compared to $2.3 million in foreign exchange losses during the same period in the prior fiscal year.

Additionally, during three and nine months ended March 31, 2017 we recognized income of approximately $0.2 million and $6.2 million , respectively, relating to our share of income in non-marketable equity investments accounted for under the equity method.

Interest and Other Related Expense, Net

Interest and other related expense, net is primarily comprised of cash interest paid and accrued on our debt facilities, offset by interest income earned on our cash and cash equivalents.



	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016		2017		Change increase (decrease)		2016
Interest and other related expense, net	$	31,734	$	15,506	$	16,228	$	86,752	$	32,291	$	54,461

Interest and other related expense, net increased during the three and nine months ended March 31, 2017 by $15.5 million and $32.3 million , respectively, as compared to the same periods in the prior fiscal year. This was primarily due to additional interest expense incurred relating to Senior Notes 2026, issued in May 2016 and December 2016 and $0.8 million due to a one-time write-off of unamortized debt issuance costs relating to a portion of Term Loan B that was not recommitted by certain lenders at the time of the amendment.

For more details see note 10 "Long-Term Debt" to our Condensed Consolidated Financial Statements .

Provision for Income Taxes

We operate in several tax jurisdictions and are exposed to various foreign tax rates. We also note that we are subject to tax rate discrepancies between our domestic tax rate and foreign tax rates that are significant and these discrepancies are primarily related to earnings in the United States.

Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2016.



	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands)	2017		Change increase (decrease)		2016		2017			Change increase (decrease)			2016
Provision for (recovery of) income taxes	$	13,239	$	7,886	$	5,353	$	(815,364	)	$	(835,993	)	$	20,629

In July 2016, we implemented a reorganization of our subsidiaries worldwide with the view to continuing to enhance operational and administrative efficiencies through further consolidated ownership, management, and development of our IP in Canada, continuing to reduce the number of entities in our group and working towards our objective of having a single operating legal entity in each jurisdiction. We believe our reorganization also reduces our exposure to global political and tax uncertainties, particularly in Europe. We believe that further consolidating our IP in Canada will continue to ensure appropriate legal protections for our consolidated IP, simplify legal, accounting and tax compliance, and improve our global cash management. A significant tax benefit of $876.1 million , associated primarily with the recognition of a net deferred tax asset arising from the entry of the IP into Canada, was recognized in the first quarter of Fiscal 2017. We believe it is more likely than not that the deferred tax asset will be realized and therefore no valuation allowance was required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText. This significant tax benefit is specifically tied to the reorganization and applied to the first quarter of Fiscal 2017 only and as a result, has not and will not continue in future periods.

For information with regards to certain potential tax contingencies, see note 13 "Guarantees and Contingencies" to our Condensed Consolidated Financial Statements .

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its Condensed Consolidated Financial Statements , all of which should be considered when evaluating the Company's results.

The Company uses these Non-GAAP financial measures to supplement the information provided in its Condensed Consolidated Financial Statements , which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below.

Non-GAAP-based net income and Non-GAAP-based EPS are calculated as net income or earnings per share on a diluted basis, after giving effect to the amortization of acquired intangible assets, other income (expense), share-based compensation, and Special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as income from operations, excluding the amortization of acquired intangible assets, Special charges (recoveries), and share-based compensation expense. Non-GAAP-based operating margin is calculated as Non-GAAP-based income from operations expressed as a percentage of total revenue.

The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management and is based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports. In the course of such evaluation and for the purpose of making operating decisions, the Company's management excludes certain items from its analysis, including amortization of acquired intangible assets, Special charges (recoveries), share-based compensation, other income (expense), and the taxation impact of these items. These items are excluded based upon the manner in which management evaluates the business of the Company and are not excluded in the sense that they may be used under U.S. GAAP.

The Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results.

The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented:

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2017

(in thousands except for per share data)



	Three Months Ended March 31, 2017
	GAAP-based Measures		GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	77,225		$	(268	)	(1)	$	76,957
Customer support	34,442			(261		)	(1)	34,181
Professional service and other	55,529			(89		)	(1)	55,440
Amortization of acquired technology-based intangible assets	39,285			(39,285		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	382,641		64.5%	39,903			(3)	422,544		71.2%
Operating expenses
Research and development	77,086			(1,634		)	(1)	75,452
Sales and marketing	117,498			(2,081		)	(1)	115,417
General and administrative	44,828			(2,328		)	(1)	42,500
Amortization of acquired customer-based intangible assets	40,825			(40,825		)	(2)	—
Special charges (recoveries)	20,586			(20,586		)	(4)	—
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)	65,261		11.0%	107,357			(5)	172,618		29.1%
Other income (expense), net	1,424			(1,424		)	(6)	—
Provision for (recovery of) income taxes	13,239			7,798			(7)	21,037
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	21,616			98,135			(8)	119,751
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.08		$	0.37		(8)	$	0.45



(1)	Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)	Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)	GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)	Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 17 "Special Charges (Recoveries)" to our Consolidated Financial Statements for more details.
(5)	GAAP-based and Non-GAAP-based income from operations stated in dollars and operating margin stated as a percentage of total revenue.
(6)	Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
(7)	Adjustment relates to differences between the GAAP-based tax provision rate of approximately 38% and a Non-GAAP-based tax rate of approximately 15%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization (see note 14 "Income Taxes") assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 15%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Three Months Ended March 31, 2017
				Per share diluted
GAAP-based net income, attributable to OpenText	$	21,616		$	0.08
Add:
Amortization	80,110			0.30
Share-based compensation	6,661			0.03
Special charges (recoveries)	20,586			0.08
Other (income) expense, net	(1,424		)	(0.01		)
GAAP-based provision for (recovery of ) income taxes	13,239			0.05
Non-GAAP-based provision for income taxes	(21,037		)	(0.08		)
Non-GAAP-based net income, attributable to OpenText	$	119,751		$	0.45

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2016

(in thousands except for per share data)



	Three Months Ended March 31, 2016
	GAAP-based Measures			GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	61,298			$	(202	)	(1)	$	61,096
Customer support	22,427				(215		)	(1)	22,212
Professional service and other	37,599				(247		)	(1)	37,352
Amortization of acquired technology-based intangible assets	17,630				(17,630		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	299,109			67.9%	18,294			(3)	317,403		72.0%
Operating expenses
Research and development	48,160				(500		)	(1)	47,660
Sales and marketing	84,600				(3,213		)	(1)	81,387
General and administrative	37,731				(1,589		)	(1)	36,142
Amortization of acquired customer-based intangible assets	27,966				(27,966		)	(2)	—
Special charges (recoveries)	(1,671		)		1,671			(4)	—
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)	88,569			20.1%	49,891			(5)	138,460		31.4%
Other income (expense), net	2,120				(2,120		)	(6)	—
Provision for (recovery of) income taxes	5,353				19,100			(7)	24,453
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	69,115				28,671			(8)	97,786
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.28			$	0.12		(8)	$	0.40



(1)	Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)	Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)	GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)	Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 17 "Special Charges (Recoveries)" to our Consolidated Financial Statements for more details.
(5)	GAAP-based and Non-GAAP-based income from operations stated in dollars and operating margin stated as a percentage of total revenue.
(6)	Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
(7)	Adjustment relates to differences between the GAAP-based tax provision rate of approximately 7% and a Non-GAAP-based tax rate of approximately 20%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of approximately 20%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Three Months Ended March 31, 2016
				Per share diluted
GAAP-based net income, attributable to OpenText	$	69,115		$	0.28
Add:
Amortization	45,596			0.19
Share-based compensation	5,966			0.03
Special charges (recoveries)	(1,671		)	(0.01		)
Other (income) expense, net	(2,120		)	(0.01		)
GAAP-based provision for (recovery of ) income taxes	5,353			0.02
Non-GAAP-based provision for income taxes	(24,453		)	(0.10		)
Non-GAAP-based net income, attributable to OpenText	$	97,786		$	0.40

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2017

(in thousands except for per share data)



	Nine Months Ended March 31, 2017
	GAAP-based Measures			GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	220,667			$	(839	)	(1)	$	219,828
Customer support	87,529				(766		)	(1)	86,763
Professional service and other	137,167				(1,002		)	(1)	136,165
Amortization of acquired technology-based intangible assets	87,268				(87,268		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	1,084,628			66.6%	89,875			(3)	1,174,503		72.2%
Operating expenses
Research and development	200,379				(5,372		)	(1)	195,007
Sales and marketing	315,297				(7,230		)	(1)	308,067
General and administrative	122,939				(7,164		)	(1)	115,775
Amortization of acquired customer-based intangible assets	108,248				(108,248		)	(2)	—
Special charges (recoveries)	44,157				(44,157		)	(4)	—
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)	246,480			15.1%	262,046			(5)	508,526		31.2%
Other income (expense), net	4,565				(4,565		)	(6)	—
Provision for (recovery of) income taxes	(815,364		)		878,495			(7)	63,131
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	979,522				(621,014		)	(8)	358,508
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	3.88			$	(2.46	)	(8)	$	1.42



(1)	Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)	Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)	GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)	Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 17 "Special Charges (Recoveries)" to our Consolidated Financial Statements for more details.
(5)	GAAP-based and Non-GAAP-based income from operations stated in dollars and operating margin stated as a percentage of total revenue.
(6)	Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.
(7)	Adjustment relates to differences between the GAAP-based tax recovery rate of approximately 496% and a Non-GAAP-based tax rate of approximately 15%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization (see note 14 "Income Taxes") assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 15%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Nine Months Ended March 31, 2017
				Per share diluted
GAAP-based net income, attributable to OpenText	$	979,522		$	3.88
Add:
Amortization	195,516			0.77
Share-based compensation	22,373			0.09
Special charges (recoveries)	44,157			0.17
Other (income) expense, net	(4,565		)	(0.02		)
GAAP-based provision for (recovery of ) income taxes	(815,364		)	(3.23		)
Non-GAAP-based provision for income taxes	(63,131		)	(0.24		)
Non-GAAP-based net income, attributable to OpenText	$	358,508		$	1.42

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2016

(in thousands except for per share data)



	Nine Months Ended March 31, 2016
	GAAP-based Measures			GAAP-based Measures % of Total Revenue	Adjustments			Note	Non-GAAP-based Measures		Non-GAAP-based Measures % of Total Revenue
Cost of revenues
Cloud services and subscriptions	$	179,132			$	(641	)	(1)	$	178,491
Customer support	64,624				(631		)	(1)	63,993
Professional service and other	114,038				(1,086		)	(1)	112,952
Amortization of acquired technology-based intangible assets	56,244				(56,244		)	(2)	—
GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)	919,197			68.6%	58,602			(3)	977,799		72.9%
Operating expenses
Research and development	140,310				(1,988		)	(1)	138,322
Sales and marketing	248,420				(9,043		)	(1)	239,377
General and administrative	107,067				(5,691		)	(1)	101,376
Amortization of acquired customer-based intangible assets	83,564				(83,564		)	(2)	—
Special charges (recoveries)	24,754				(24,754		)	(4)	—
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)	275,084			20.5%	183,642			(5)	458,726		34.2%
Other income (expense), net	(1,832		)		1,832			(6)	—
Provision for (recovery of) income taxes	20,629				60,149			(7)	80,778
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText	198,087				125,325			(8)	323,412
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText	$	0.81			$	0.51		(8)	$	1.32



(1)	Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.
(2)	Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.
(3)	GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.
(4)	Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include one-time, non-recurring charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. See note 17 "Special Charges (Recoveries)" to our Consolidated Financial Statements for more details.
(5)	GAAP-based and Non-GAAP-based income from operations stated in dollars and operating margin stated as a percentage of total revenue.
(6)	Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) relates primarily to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results.
(7)	Adjustment relates to differences between the GAAP-based tax provision rate of approximately 9% and a Non-GAAP-based tax rate of 20%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded expenses include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves and “book to return” adjustments for tax return filings and tax assessments. In arriving at our Non-GAAP-based tax rate of 20%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.



(8)	Reconciliation of GAAP-based net income to Non-GAAP-based net income:



	Nine Months Ended March 31, 2016
				Per share diluted
GAAP-based net income, attributable to OpenText	$	198,087		$	0.81
Add:
Amortization	139,808			0.57
Share-based compensation	19,080			0.08
Special charges (recoveries)	24,754			0.10
Other (income) expense, net	1,832			0.01
GAAP-based provision for (recovery of ) income taxes	20,629			0.08
Non-GAAP-based provision for income taxes	(80,778		)	(0.33		)
Non-GAAP-based net income, attributable to OpenText	$	323,412		$	1.32

LIQUIDITY AND CAPITAL RESOURCES

The following tables set forth changes in cash flows from operating, investing and financing activities for the periods indicated:



(In thousands)	As of March 31, 2017		Change increase (decrease)			As of June 30, 2016
Cash and cash equivalents	$	449,000	$	(834,757	)	$	1,283,757
Short-term investments	$	2,698	$	(9,141	)	$	11,839



	Nine Months Ended March 31,
(In thousands)	2017			Change			2016
Cash provided by operating activities	$	336,773		$	(69,829	)	$	406,602
Cash used in investing activities	$	(2,158,519	)	$	(2,076,947	)	$	(81,572	)
Cash provided by (used in) financing activities	$	992,542		$	1,134,220		$	(141,678	)

Cash and cash equivalents

Cash and cash equivalents primarily consist of balances with banks as well as deposits with original maturities of 90 days or less.

We continue to anticipate that our cash and cash equivalents, as well as available credit facilities, will be sufficient to fund our anticipated cash requirements for working capital, contractual commitments, capital expenditures, dividends, potential repurchases under our normal course issuer bid, and operating needs for the next 12 months. Any further material or acquisition-related activities may require additional sources of financing and would be subject to the financial covenants established under our credit facilities. For more details, see "Long-term Debt and Credit Facilities" below.

Cash flows provided by operating activities

Cash flows from operating activities decreased by $69.8 million due to a decrease in net income before the impact of non-cash items of $34.6 million and a decrease in changes from working capital of $35.2 million . The decrease in operating cash flow from changes in working capital was primarily due to the net impact of the following decreases: (i) $59.3 million relating to a higher accounts receivable balance, which is primarily due to increased billings associated with more revenue recognized during the nine months ended March 31, 2017 as compared to the same period in the prior fiscal year, (ii) $8.9 million relating to other assets, of which approximately $4.0 million is attributable to more security deposits made to landlords in accordance with facility lease agreements and approximately $4.0 million is attributable to more direct and relevant costs recorded on implementation of long-term contacts, (iii) $5.6 million relating to deferred revenues, (iv) $3.6 million relating to prepaid and other current assets, and (v) $1.7 million relating to income taxes payable and deferred charges and credits. These decreases were partially offset by an increase in operating cash flows of $43.9 million relating to a higher accounts payable and accrued liabilities balance which is primarily due to an increase in accrued salaries and commissions of $31.0 million.

During the third quarter of Fiscal 2017 our days sales outstanding (DSO) was 54 days compared to a DSO of 54 days during the third quarter of Fiscal 2016. The per day impact of our DSO in the third quarters of Fiscal 2017 and Fiscal 2016 on our cash flows was $6.7 million and $4.9 million , respectively. During Fiscal 2017, our operating cash flows have been negatively impacted by the DSO of recent acquisitions, such as Recommind, which historically offered longer payment terms than OpenText. As we onboard these acquisitions, we have made progress in aligning their historical payment terms with OpenText policies and procedures, such that our DSO is now more in line with the prior fiscal year. We will continue to onboard all recent acquisitions and bring the respective payment terms in line with OpenText policies and procedures.

Cash flows used in investing activities

Our cash flows used in investing activities is primarily on account of acquisitions and additions of property and equipment.

Cash flows used in investing activities increased by $2.1 billion , primarily due to an increase in consideration paid for acquisitions during Fiscal 2017, which includes the acquisition of ECD Business for $1.6 billion .

Cash flows provided by (used in) financing activities

Our cash flows from financing activities generally consist of long-term debt financing and amounts received from stock options exercised by our employees. These inflows are typically offset by scheduled and non-scheduled repayments of our long-term debt financing and, when applicable, the payment of dividends and/or the repurchases of our Common Shares.

Cash flows provided by financing activities increased by $1.1 billion . This was primarily due to (i) net proceeds from our public offering of Common Shares during the second quarter of Fiscal 2017 which resulted in cash inflow of approximately $584.8 million, (ii) the issuance of an additional $250 million in aggregate principal amount of Senior Notes 2026 at an issue price of 102.75% , which resulted in a gross cash inflow of approximately $256.9 million, (iii) proceeds from drawings on the Revolver of $225.0 million, (iv) the repurchase of approximately 1.5 million Common Shares for approximately $65.5 million during Fiscal 2016, for which no similar purchases have been made during Fiscal 2017, (v) an increase of $14.8 million relating to cash collected from the issuance of Common Shares for the exercise of options and ESPP, and (vi) an increase of $6.4 million relating to savings from fewer Common Shares repurchased for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans during Fiscal 2017 as compared to Fiscal 2016. These cash inflows were partially offset by (i) a $14.3 million increase in dividend payments made to our shareholders, and (ii) a $6.2 million increase in debt issuance costs associated with our Senior Notes 2026. The remainder of the change was due to miscellaneous items.

Cash Dividends

During the three and nine months ended March 31, 2017 , we declared and paid cash dividends of $0.1150 and $0.3450 per Common Share, respectively, that totaled $30.3 million and $86.0 million , respectively. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of the Board.

Long-term Debt and Credit Facilities

Senior Unsecured Fixed Rate Notes

Senior Notes 2026

On May 31, 2016 we issued $600 million in aggregate principal amount of 5.875% Senior Notes due 2026 (Senior Notes 2026) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2026 bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. Senior Notes 2026 will mature on June 1, 2026, unless earlier redeemed, in accordance with their terms, or repurchased.

We may redeem all or a portion of the Senior Notes 2026 at any time prior to June 1, 2021 at a redemption price equal to 100% of the principal amount of Senior Notes 2026 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. In addition, we may also redeem up to 40% of the aggregate principal amount of Senior Notes 2026, on one or more occasions, prior to June 1, 2019, using the net proceeds from certain qualified equity offerings at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. We may, on one or more occasions, redeem Senior Notes 2026, in whole or in part, at any time on and after June 1, 2021 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2026, dated as of May 31, 2016 among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (the 2026 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the Indenture, we will be required to make an offer to repurchase Senior Notes 2026 at a price equal to 101% of the principal amount of Senior Notes 2026, plus accrued and unpaid interest, if any, to the date of purchase.

The 2026 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the guarantors without such subsidiary becoming a subsidiary guarantor of the notes; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2026 Indenture. The 2026 Indenture also provides for events of default, which, if any of them occurs, may permit or, in

certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2026 are initially guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2026 and the guarantees rank equally in right of payment with all of our and our guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the our and our guarantors’ future subordinated debt. Senior Notes 2026 and the guarantees will be effectively subordinated to all of our and our guarantors’ existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2026 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2016.

Senior Notes 2023

On January 15, 2015, we issued $800 million in aggregate principal amount of our 5.625% Senior Notes due 2023 (Senior Notes 2023) in an unregistered offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. Senior Notes 2023 bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. Senior Notes 2023 will mature on January 15, 2023, unless earlier redeemed in accordance with their terms, or repurchased.

We may redeem all or a portion of the Senior Notes 2023 at any time prior to January 15, 2018 at a redemption price equal to 100% of the principal amount of Senior Notes 2023 plus an applicable premium, plus accrued and unpaid interest, if any, to the redemption date. In addition, we may also redeem up to 40% of the aggregate principal amount of Senior Notes 2023, on one or more occasions, prior to January 15, 2018, using the net proceeds from certain qualified equity offerings at a redemption price of 105.625% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, subject to compliance with certain conditions. We may, on one or more occasion, redeem Senior Notes 2023, in whole or in part, at any time on and after January 15, 2018 at the applicable redemption prices set forth in the indenture governing the Senior Notes 2023, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank N.A.), as U.S. trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (the 2023 Indenture), plus accrued and unpaid interest, if any, to the redemption date.

If we experience one of the kinds of changes of control triggering events specified in the 2023 Indenture, we will be required to make an offer to repurchase Senior Notes 2023 at a price equal to 101% of the principal amount of Senior Notes 2023, plus accrued and unpaid interest, if any, to the date of purchase.

The 2023 Indenture contains covenants that limit our and certain of our subsidiaries’ ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or the subsidiary guarantors without such subsidiary becoming a subsidiary guarantor of Senior Notes 2023; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of its property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the 2023 Indenture. The 2023 Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes to be due and payable immediately.

Senior Notes 2023 are initially guaranteed on a senior unsecured basis by our existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under our existing senior credit facilities. Senior Notes 2023 and the guarantees rank equally in right of payment with all of our and our subsidiary guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of our and our subsidiary guarantors’ future subordinated debt. Senior Notes 2023 and the guarantees will be effectively subordinated to all of ours and our guarantors’ existing and future secured debt, including the obligations under the Revolver and Term Loan B, to the extent of the value of the assets securing such secured debt.

The foregoing description of the 2023 Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Indenture, which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2015.

Term Loan B

On January 16, 2014, we entered into a credit facility, which provides for a $800 million term loan facility with certain lenders named therein, Barclays Bank PLC (Barclays), as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets as lead arrangers and joint bookrunners (Term Loan B) and borrowed the full amount on the same day.

Repayments made under Term Loan B are equal to 0.25% of the principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity.

Borrowings under Term Loan B are secured by a first charge over substantially all of our assets on a pari passu basis with the Revolver. Term Loan B has a seven year term.

Originally, borrowings under Term Loan B were subject to interest at a rate per annum equal to an applicable margin plus, at the borrower’s option, either (1) the eurodollar rate for the interest period relevant to such borrowing or (2) an ABR rate determined by reference to the greatest of (i) the prime rate of Barclays, (ii) the federal funds rate plus 0.50% per annum and (iii) the one month eurodollar rate plus 1.00% per annum. The applicable margin for borrowings under Term Loan B was 2.5% with respect to LIBOR borrowings and 1.5% with respect to ABR rate borrowings. However, on February 22, 2017, we entered into an amendment of Term Loan B, to, among other things, reduce the interest rate margin from 2.50% to 2.00%, with respect to LIBOR advances (with the LIBOR floor reduced from 0.75% to 0.00%), and from 1.50% to 1.00%, with respect to ABR advances. Thus, interest on the current outstanding balance for Term Loan B is equal to 2.0% plus LIBOR. As of March 31, 2017, the interest rate was 2.98%. In connection with the recent amendment of Term Loan B, we incurred new debt issuance costs of approximately $0.8 million. Additionally, we wrote off approximately $0.8 million of unamortized debt issuance costs to interest and other related expense, net in our Condensed Consolidated Statements of Income , relating to a portion of Term Loan B that was not recommitted by certain lenders at the time of the amendment.

Term Loan B has incremental facility capacity of (i) $250 million plus (ii) additional amounts, subject to meeting a “consolidated senior secured net leverage” ratio not exceeding 2.75:1.00, in each case subject to certain conditions. Consolidated senior secured 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, that is secured by our or any of our subsidiaries’ assets, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges.

Under Term Loan B, we must maintain a “consolidated net leverage” ratio of no more than 4:1 at the end of each financial quarter. Consolidated net leverage ratio is defined for this purpose as the proportion of our total debt reduced by unrestricted cash, including guarantees and letters of credit, over our trailing twelve months net income before interest, taxes, depreciation, amortization, restructuring, share-based compensation and other miscellaneous charges. As of March 31, 2017 , our consolidated net leverage ratio was 2.5:1.

For further details relating to our Term Loan B, please see note 10 "Long-Term Debt" to our Condensed Consolidated Financial Statements .

Revolver

On February 1, 2017, we amended our committed revolving credit facility (the Revolver) to increase the total commitments under the Revolver from $300 million to $450 million . Borrowings under the Revolver are secured by a first charge over substantially all of our assets on a pari passu basis with Term Loan B. As of March 31, 2017, the Revolver matured on December 22, 2019 with no fixed repayment date prior to the end of the term. Subsequently, we repriced and extended the maturity of the Revolver to May 5, 2022. Please refer to note 22 "Subsequent Events" to our Condensed Consolidated Financial Statements , for more details on the additional amendment to the Revolver. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed rate that is dependent on our consolidated net leverage ratio.

On January 13, 2017, we drew $200 million from the Revolver, to partially finance the acquisition of the ECD Business. and on January 26, 2017, we drew an additional $25 million from the Revolver for miscellaneous general corporate purposes. As of March 31, 2017 we have drawn a total of $225 million from the Revolver.

Share Repurchase Plan

On July 26, 2016, our board of directors (the Board) authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan), pursuant to a normal course issuer bid. Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. The timing of any repurchase will depend on market conditions, our financial condition, results of operations, liquidity and other factors.

During the three and nine months ended March 31, 2017 , we did not repurchase any of our Common Shares under the Share Repurchase Plan.

Shelf Registration Statement

In response to the demand and piggyback registration requests we received pursuant to the registration rights agreement entered into in connection with the acquisition of GXS Group, Inc. (GXS), we filed a universal shelf registration statement on Form S-3 with the SEC, which became effective automatically. On December 12, 2016, we filed a post-effective Amendment No. 2 to the shelf registration statement to make the base prospectus included therein consistent with the updated Canadian base shelf short-form prospectus (as amended, the Shelf Registration Statement). The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. A base shelf short-form prospectus qualifying the distribution of such securities has also been filed with Canadian securities regulators. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and Canadian securities regulators.

Pensions

As of March 31, 2017 , our total unfunded pension plan obligations were $59.0 million , of which $1.7 million is payable within the next 12 months. We expect to be able to make the long-term and short-term payments related to these obligations in the normal course of operations.

Our anticipated payments under our most significant plans for the fiscal years indicated below are as follows:



	Fiscal years ending June 30,
	CDT		GXS GER		GXS PHP
2017 (three months ended June 30)	$	144	$	190	$	18
2018	618		847		82
2019	692		904		122
2020	756		954		159
2021	837		968		203
2022 to 2026	4,944		5,351		1,834
Total	$	7,991	$	9,214	$	2,418

For a detailed discussion on pensions, see note 11 "Pension Plans and Other Post Retirement Benefits" to our Condensed Consolidated Financial Statements .

Commitments and Contractual Obligations

As of March 31, 2017 , we have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:



	Payments due between
	Total		April 1, 2017— June 30, 2017		July 1, 2017— June 30, 2019		July 1, 2019— June 30, 2021		July 1, 2021 and beyond
Long term debt obligations ⁽¹⁾	$	3,483,024	$	33,488	$	478,197	$	981,651	$	1,989,688
Operating lease obligations ⁽²⁾	293,266		16,967		107,232		71,949		97,118
Purchase obligations	22,575		2,499		15,459		4,609		8
	$	3,798,865	$	52,954	$	600,888	$	1,058,209	$	2,086,814

⁽²⁾ Net of $7.3 million of sublease income to be received from properties which we have subleased to third parties.

The long-term debt obligations are comprised of interest and principal payments on Senior Notes and credit facilities. See note 10 "Long-Term Debt" to our Condensed Consolidated Financial Statements .

Guarantees and Indemnifications

Litigation

We are currently involved in various claims and legal proceedings.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss in accordance with Topic 450-20. As of the date of this Quarterly Report on Form 10-Q , the aggregate of such estimated losses were 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.

Contingencies

judicial appeal of a tax claim in the amount of $2.9 million as of March 31, 2017 . We currently have in place a bank guarantee in the amount of $4.4 million in recognition of this dispute. However, we believe that the position of the São Paulo tax authorities is not consistent with the relevant facts and based on information available on the case and other similar matters provided by local counsel, we believe that we can defend our position and that no tax is owed. Although we believe that the facts support our position, the ultimate outcome of this matter could result in a loss of up to the claim amount discussed above, plus future interest or penalties that may accrue.

Please also see "Risk Factors" included in our Annual Report on Form 10-K for Fiscal 2016.

Off-Balance Sheet Arrangements

We do not enter into off-balance sheet financing as a matter of practice, except for guarantees relating to taxes and letters of credit on behalf of parties with whom we conduct business, and the use of operating leases for office space, computer equipment, and vehicles. None of the operating leases described in the previous sentence has, and we currently do not believe that they potentially may have, a material effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources. In accordance with U.S. GAAP, neither the lease liability nor the underlying asset is carried on the balance sheet, as the terms of the leases do not meet the criteria for capitalization.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

We are primarily exposed to market risks associated with fluctuations in interest rates on our term loans, revolving loans and foreign currency exchange rates.

Interest rate risk

Our exposure to interest rate fluctuations relate primarily to our Term Loan B and the Revolver.

As of March 31, 2017 , we had an outstanding balance of $774.1 million on Term Loan B. Term Loan B bears a floating interest rate of 2.0% plus LIBOR. As of March 31, 2017 , an adverse change of one percent on the interest rate would have the effect of increasing our annual interest payment on Term Loan B by approximately $7.7 million , assuming that the loan balance as of March 31, 2017 is outstanding for the entire period.

As of March 31, 2017 , we had an outstanding balance of $225 million on the Revolver. Borrowings under the Revolver bear interest per annum at a floating rate of LIBOR plus a fixed rate that is dependent on our consolidated net leverage ratio. As of March 31, 2017 , an adverse change of one percent on the interest rate would have the effect of increasing our annual interest payment on the Revolver by approximately $2.3 million , assuming that the balance is outstanding for the entire period.

At June 30, 2016 , an adverse change of one percent would have had the effect of increasing our annual interest payments on Term Loan B by approximately $7.8 million , assuming that the loan balance was outstanding for the entire period. We had no borrowings outstanding under the Revolver as of June 30, 2016.

Foreign currency risk

Foreign currency transaction risk

We transact business in various foreign currencies. Our foreign currency exposures typically arise from intercompany fees, intercompany loans and other intercompany transactions that are expected to be cash settled in the near term. We expect that we will continue to realize gains or losses with respect to our foreign currency exposures. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates. Additionally, we have hedged certain of our Canadian dollar foreign currency exposures relating to our payroll expenses in Canada.

Based on the foreign exchange forward contracts outstanding as at March 31, 2017 , a one cent change in the Canadian dollar to U.S. dollar exchange rate would have caused a change of approximately $0.4 million in the mark to market on our existing foreign exchange forward contracts.

At June 30, 2016 , a one cent change in the Canadian dollar to U.S. dollar exchange rate would have caused a change of approximately $0.3 million in the mark to market on our existing foreign exchange forward contracts.

Foreign currency translation risk

Our reporting currency is the U.S. dollar. Fluctuations in foreign currencies impact the amount of total assets and liabilities that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. In particular, the amount of cash and cash equivalents that we report in U.S. dollars for a significant portion of the cash held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to accumulated other comprehensive income on our Condensed Consolidated Balance Sheets ).

The following table shows our cash and cash equivalents denominated in certain major foreign currencies as of March 31, 2017 (equivalent in U.S. dollar):



(In thousands)	U.S. Dollar Equivalent at March 31, 2017		U.S. Dollar Equivalent at June 30, 2016
Euro	$	129,378	$	182,524
British Pound	20,868		29,572
Canadian Dollar	39,782		22,103
Swiss Franc	25,546		30,298
Other foreign currencies	74,076		72,107
Total cash and cash equivalents denominated in foreign currencies	289,650		336,604
U.S. dollar	159,350		947,153
Total cash and cash equivalents	$	449,000	$	1,283,757

If overall foreign currency exchange rates in comparison to the U.S. dollar uniformly weakened by 10%, the amount of cash and cash equivalents we would report in equivalent U.S. dollars would decrease by approximately $29.0 million (June 30, 2016— $33.7 million ), assuming we have not entered into any derivatives discussed above under "Foreign Currency Transaction Risk".

Item 4. Controls and Procedures

(A) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q , our management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2017 , our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by us in the reports we file under the Exchange Act (according to Rule 13(a)-15(e)) is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

As a result of our acquisition of certain assets and liabilities of the ECD Business, on January 23, 2017, our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), subsequent to the date of acquisition, includes certain additional internal controls relating to the assets and liabilities which we acquired from the ECD Business. These controls primarily relate to monitoring the completeness and accuracy of transactions that are made pursuant to a Transition Services Agreement between OpenText and Dell-EMC. Aside from the acquisition of the ECD Business, there has been no other changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Matters

We are currently in the process of implementing a new Enterprise Resource Planning (ERP) system that will replace our legacy ERP system in the next fiscal year. An ERP system is a fully-integrated set of programs and databases that incorporate order processing, procurement to payment, and financial reporting functions. In connection with this ERP system implementation, we are in the process of updating our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We believe our new ERP system will facilitate better transactional reporting and oversight and is intended to enhance our internal control over financial reporting.

PART II - Other Information

Item 1A. Risk Factors

The following risk factors update, and are in addition to, the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended June 30, 2016, and should be read in conjunction therewith. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies.

We may fail to realize all of the anticipated benefits of the acquisition of the ECD Business or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the ECD Business.

The ability to successfully integrate the ECD Business is a complex, costly and time-consuming process. The nature of a carve-out acquisition makes it inherently more difficult to assume operations upon closing and to integrate activities. As a result, we are required to devote significant management attention and resources to integrating the business practices and operations of OpenText and the ECD Business. As we continue to integrate, we may experience disruptions to our business and, if implemented ineffectively, we could restrict the realization of the full expected benefits. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the acquisition of the ECD Business could cause an interruption of, or a loss of momentum in, our operations and could adversely affect our business, financial condition and results of operations.

In addition, as we continue the integration of the ECD Business, it may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention. Additional integration challenges include:


•	difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition;

• difficulties in the integration of operations and systems;


•	conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;

• difficulties in the assimilation of employees; and

• coordinating a geographically dispersed organization.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could adversely affect our business, financial condition and results of operations. In addition, even if the ECD Business is integrated successfully, the full benefits of the acquisition of the ECD Business may not be realized, including the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration process. All of these factors could cause dilution to our earnings per share, decrease or delay the expected accretive effect of the acquisition of the ECD Business and negatively impact the price of our Common Shares.

Our effective tax rate for the nine months ended March 31, 2017 was positively impacted by a non-recurring income tax benefit.

Our effective tax rate for the nine months ended March 31, 2017 was a recovery of 496.3% , compared to a provision of 9.4% for the same period in the prior year. The decrease in tax rate was primarily due to a significant tax benefit of $876.1 million associated with the recognition of a net deferred tax asset resulting from the implementation of a reorganization of our subsidiaries worldwide, as discussed in note 14 “Income Taxes” to our Condensed Consolidated Financial Statements. This tax benefit is specifically tied to the reorganization and applied to the first quarter of Fiscal 2017 only, and as a result, has not and will not continue in the future periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

PURCHASE OF EQUITY SECURITIES OF THE COMPANY

FOR THE THREE MONTHS ENDED MARCH 31, 2017



Period		(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
01/01/17 to 01/31/17		—	$	—	—	—
02/01/17 to 02/28/17		—	$	—	—	—
03/01/17 to 03/31/17	⁽¹⁾	123,785	$	34.29	—	—
Total		123,785	$	34.29	—	—

⁽¹⁾ Represents Common Shares repurchased in the open market and held in trust for the purpose of potential reissuance under our LTIP or other plans. For more details, please see "Treasury Stock" under note 12 "Share Capital, Option Plans and Share-based Payments" to our Condensed Consolidated Financial Statements.

Item 5. Other Information

Revolver

We and certain of our subsidiaries entered into Amendment No. 3 to the Second Amended and Restated Credit Agreement, dated May 5, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent.

Amendment No. 3 amends the Revolver to, among other things, (i) extend the maturity from December 22, 2019 to May 5, 2022, and (ii) reduce the interest rate margins by 50 basis points. Borrowings under the Revolver are secured by a first charge over substantially all of our assets, and on a pari passu basis with Term Loan B. The Revolver has no fixed repayment date prior to the end of the term.

Amendment No. 3 became effective in accordance with its terms on May 5, 2017.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached as an exhibit to this quarterly report on Form 10-Q.

Item 6. Exhibits and Financial Statements Schedules

The following documents are filed as a part of this report:



Exhibit Number		Description of Exhibit
10.1		Repricing Amendment and Amendment No. 2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent. (1)
10.2		Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 5, 2017, among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as borrowers, the guarantors part y thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent.
31.1		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL instance document.
101.SCH		XBRL taxonomy extension schema.
101.CAL		XBRL taxonomy extension calculation linkbase.
101.DEF		XBRL taxonomy extension definition linkbase.
101.LAB		XBRL taxonomy extension label linkbase.
101.PRE		XBRL taxonomy extension presentation.

(1) Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, as filed with the SEC on February 22, 2017 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OPEN TEXT CORPORATION

Date: May 8, 2017



By:	/s/ MARK J. BARRENECHEA
	Mark J. Barrenechea Chief Executive Officer and Chief Technology Officer (Principal Executive Officer)
	/s/ JOHN M. DOOLITTLE
	John M. Doolittle Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ ADITYA MAHESHWARI
	Aditya Maheshwari Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 10.2

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of May 5, 2017 (this “ Amendment ”), by and among Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation (“ Open Text ”), as Borrowers (collectively, the “ Borrowers ” and each, a “ Borrower ”), the Domestic Guarantors party hereto (the “ Domestic Guarantors ”), the Foreign Guarantors party hereto (the “ Foreign Guarantors ” and, together with the Domestic Guarantors, the “ Guarantors ”), the Swing Line Lender, the Documentary Credit Lender, the Replacement Lender (as defined below), each of the other Extending Lenders (as defined below) party hereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (the “ Administrative Agent ”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Domestic Guarantors, each lender from time to time party thereto (the “ Lenders ”) and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement, effective as of January 15, 2015 (as amended by (i) that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of June 16, 2016, (ii) that certain Incremental Assumption Agreement and Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of February 1, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”);

WHEREAS, the Extending Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended hereby;

WHEREAS, the Borrowers have requested that the Credit Agreement be amended (a) to effect an extension of the Relevant Repayment Date (the “ Extension ”) from December 22, 2019 (the “ Existing Maturity Date ”) to May 5, 2022 (the “ Extended Maturity Date ”) with respect to the Revolving Commitments and related Revolving Loans of each Lender that is consenting to such extension (each, a “ Consenting Lender ”), (b) to reduce by 50 basis points the Applicable Margins applicable to Advances and Documentary Credits issued under the Revolving Credit Facility, (c) to increase the Swing Line Commitments from $5,000,000 to $25,000,000 and (d) to effect certain other modifications to the provisions of the Credit Agreement, in each case as set forth herein;

WHEREAS Wells Fargo Bank, N.A., Canadian Branch (the “ Replacement Lender ”) wishes to become a Revolving Credit Lender as of the date hereof and to consent to the Extension and the other amendments set forth herein, and Wells Fargo Capital Finance, LLC (the “ Non-Consenting Lender ”) wishes to cease being a Revolving Credit Lender as of the date hereof;

WHEREAS, the Administrative Agent, the Lenders party hereto, constituting the Majority Lenders under the Credit Agreement, the Documentary Credit Lender, the Swing Line Lender and the Replacement Lender are willing to so amend the Credit Agreement on the terms and subject to the conditions hereof.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Extension of Relevant Repayment Date . (a) Each Lender (including the Replacement Lender) that is party to this Amendment (each, an “ Extending Lender ”), agrees that the maturity date of its Revolving Credit Commitments and of any Revolving Credit Loans held by it (including, in the case of the Replacement Lender, any Revolving Credit Loans made pursuant to this Amendment) shall be extended to the Extended Maturity Date.

SECTION 2. Replacement Lender . (a) Each of the parties hereto hereby authorizes the Administrative Agent to take such action as may be reasonably necessary to ensure that the outstanding principal of the Accommodations Outstanding of the Non-Consenting Lender on the Third Amendment Effective Date and the participations in disbursements under Documentary Credits of the Non-Consenting Lender on the Third Amendment Effective Date (such amounts, collectively, the “ Replacement Amount ”) are replaced with an equal amount of Revolving Credit Loans from the Replacement Lender. Subject to the satisfaction of the conditions specified in Section 5 below, but effective as of the Third Amendment Effective Date, the Non-Consenting Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Revolving Credit Lender” under the Credit Agreement (except (i) for those provisions that expressly provide for their survival with respect to a Revolving Credit Lender after such Revolving Credit Lender ceases to be a Revolving Credit Lender, which provisions shall survive and remain in full force and effect for the benefit of the Non-Consenting Lender and (ii) as provided in clause (c) of this Section 2).

(b) The Replacement Lender agrees to provide Revolving Credit Commitments in the principal amount for the Replacement Lender set forth on Schedule 3 hereto. The Replacement Lender represents and warrants and the other parties hereto acknowledge that (i) from and after the Third Amendment Effective Date, the Replacement Lender shall be bound by the provisions of the Credit Agreement as a Revolving Credit Lender thereunder and shall have the obligations of a Revolving Credit Lender thereunder and (ii) the Replacement Lender will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Revolving Credit Lender.

(c) From and after the Third Amendment Effective Date, the Administrative Agent shall make all payments in respect of the Replacement Amount (including payments of interest, fees and other amounts) to the Non-Consenting Lender for amounts which have accrued prior to the Third Amendment Effective Date, and to the Replacement Lender for amounts which have accrued from and after the Third Amendment Effective Date.

SECTION 3. Amendments to the Credit Agreement . Effective as of the Third Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetical order:

“ Flood Insurance Laws ” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Mortgaged Property ” has the meaning specified in Section 2.01(5).

“ Third Amendment ” means Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 5, 2017.

“ Third Amendment Effective Date ” shall have the meaning assigned to such term in Section 5 of the Third Amendment.

(b) Section 1.01 of the Credit Agreement is amended by revising each of the following defined terms to read in its entirety as set forth below:

“ Commitment ” means, at any time, in respect of: (i) the Revolving Credit Facility, U.S. $450,000,000, as such amount may be increased or reduced pursuant to the terms hereof (the “ Revolving Credit Commitment ”); (ii) the Documentary Credits, U.S. $35,000,000 (the “ Documentary Credit Commitment ”); and (iii) the Swing Line Commitments, U.S. $25,000,000, as such amount may be increased or reduced pursuant to the terms hereof; and provided, for greater certainty, that (A) the commitments in respect of Documentary Credits constitute part of the Revolving Credit Commitment, and (B) the Swing Line Commitment constitutes part of the Revolving Credit Commitment. A “ Lender’s Revolving Credit Commitment ”, a “ Swing Line Lender’s Commitment ” and a “ Documentary Credit Lender’s Commitment ” means, at any time, the relevant amount designated as such and set forth opposite such Lender’s name on Schedule 3 hereof or in the assignment and assumption agreement executed and delivered pursuant to Section 16.01(2) pursuant to which it shall become a party hereto (as reduced or increased in accordance with the terms hereof).

“ Relevant Repayment Date ” means May 5, 2022.

(d) Schedule 6 to the Credit Agreement is hereby replaced in its entirety with Schedule 6 hereto.

(e) Section 2.01 of the Credit Agreement is amended by adding a new clause (5) to read as follows:

(5)

Notwithstanding anything to the contrary in this Agreement, if there are any Material Owned Real Properties subject to a Debenture (any such property, a “ Mortgaged Property ”), any increase or extension (including a renewal) of any of the Commitments or Loans (including the provision of Incremental Advances or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Credit Loans or (iii) the issuance, renewal or extension of Documentary Credits) shall be subject to (and conditioned upon) receipt by the Administrative Agent of a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto).

(f) Section 2.12 of the Credit Agreement is amended by adding new clauses (3) and (4) to read as follows:

(3)

With respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, the applicable Loan Party (A) will maintain, with financially sound and reputable insurance companies, such flood insurance in such total amount as the Administrative Agent and Lenders may from time to time reasonably require to the extent customarily maintained by similar businesses operating in the same or similar locations, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent on behalf of any Lender, will deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and such Lender, including, without limitation, evidence of annual renewals of such insurance.

(4)

(a) Notwithstanding anything to the contrary in Section 2.12(1)(d) (including the time period set forth therein) or this Agreement to the contrary, the Administrative Agent shall not enter into any Debenture in respect of any Material Owned Real Property acquired by any Borrower or any other Loan Party after the Closing Date until the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed). If the Lenders have not informed the Administrative Agent and Open Text of any outstanding flood diligence requirements by the date that is forty (45) days after the date on which the Administrative Agent made available to the Lenders (which may be delivered electronically) the following documents in respect of such real property (which documents shall be delivered by the Administrative Agent to the Lenders promptly after receipt thereof): (i) a completed flood hazard determination from a third party vendor; (ii) if such Material Owned Real Property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Material Owned Real Property is located, evidence of required flood insurance with respect to any such Mortgage, the Lenders will be deemed to have completed their flood insurance due diligence and flood insurance compliance and to have consented to such Debenture. Notwithstanding anything to the contrary in this Section 2.12 or this Agreement, in respect of any Material Owned Real Property subject to Section 2.12(1)(d), the time period set forth in Section 2.12(1)(d) for delivery of any related Debenture shall be automatically extended to the date on which the Administrative Agent is permitted under this Section 2.12(4)(a) to enter into such Debenture.

(b) Open Text shall provide the Administrative Agent with a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed

by the applicable Loan Party relating thereto) to the extent such flood-related documentation is required for compliance with applicable Law.

SECTION 4. Representations and Warranties True; No Default . The Borrowers and Guarantors each hereby represent and warrant, in each case on and as of the date hereof and both before and after giving effect to this Amendment, that:

(a) the execution and delivery of this Amendment by each Loan Party and the performance by each such Loan Party of its respective obligations hereunder and under the Credit Agreement as amended by this Amendment (the “ Amended Agreement ”) and the other Credit Documents have been duly authorized by all necessary corporate, partnership or analogous action and no Authorization, under any Law, and no registration, qualification, designation, declaration or filing with any Governmental Authority, is or was necessary therefor or to perfect the same, except as are in full force and effect, unamended except for Permitted Exceptions and where failure to obtain, take or make such authorization, action, Authorization, registration, qualification, designation, declaration or filing with any Governmental Authority would not reasonably be expected to have a Material Adverse Effect;

(b) the execution and delivery of this Amendment by each Loan Party and the performance by each Loan Party of its respective obligations hereunder and under the Amended Agreement and the other Credit Documents and compliance with the terms, conditions and provisions hereof and thereof, will not (i) conflict with or result in a breach of any of the terms, conditions or provisions of (w) its constating documents or by-laws, (x) any Law, (y) any material contractual restriction binding on or affecting it or its properties, or (z) any judgment, injunction, determination or award which is binding on it; or (ii) result in, require or permit (x) the imposition of any Encumbrance in, on or with respect to the Assets now owned or hereafter acquired by it (other than pursuant to the Security Documents or which is a Permitted Encumbrance), (y) the acceleration of the maturity of any material Debt binding on or affecting it or (z) any third party to terminate or acquire any rights materially adverse to the applicable Loan Party under any Material Agreement except where such conflict, result, requirement or permission would not reasonably be expected to have a Material Adverse Effect;

(c) this Amendment and the Amended Agreement have been duly executed and delivered by each Loan Party which is a party hereto and thereto and constitute legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with their respective terms, subject only to any limitation under Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally; and (ii) general equitable principles including the discretion that a court may exercise in the granting of equitable remedies;

(d) each of the representations and warranties in the Credit Agreement is true on and as of the date hereof in all material respects as if made on the date hereof (except (A) to the extent expressly limited therein to a specific date, in which case on and as of such date and (B) any representations and warranties that are qualified as to “materiality” or “Material Adverse Effect” or similar language shall be true in all respects (after giving effect to any qualification therein)); and

(e) no Default or Event of Default has occurred and is continuing.

SECTION 5. Conditions of Effectiveness of the Amendment . This Amendment shall become effective on and as of the first date on which the following conditions precedent have been satisfied (the “ Third Amendment Effective Date ”) when each of the following conditions shall have been satisfied (or waived in accordance with Section 17.01 of the Credit Agreement):

(a) the Administrative Agent shall have received from the Borrowers, the Guarantors, the Administrative Agent, the Swing Line Lender, the Documentary Credit Lender and the other Extending Lenders (including the Replacement Lender) whose Revolving Credit Commitments are equal to 100% of the aggregate amount of the Revolving Credit Commitments under the Credit Agreement an executed counterpart hereof or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;

(b) the Administrative Agent shall have received from the Loan Parties a certified copy of (i) the charter documents and by-laws (or equivalent governing documents) of each Loan Party (other than any Foreign Guarantor); (ii) the resolutions of the board of directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of each Loan Party (other than any Foreign Guarantor) approving the commitment increase and other matters provided for in this Amendment and approving the entering into of all other related Credit Documents to which they are a party and the completion of all transactions contemplated thereunder; (iii) all other instruments evidencing necessary corporate, company or partnership action of each Loan Party (other than any Foreign Guarantor) and evidencing any required Authorization with respect to such matters; and (iv) documents certifying the names and true signatures of its officers authorized to sign this Amendment and the other Credit Documents manually or by mechanical means;

(c) the Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Loan Party (other than any Foreign Guarantor) issued by the appropriate government official in the jurisdiction of its incorporation;

(d) the Loan Parties shall have taken all action reasonably requested by the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Creditors (as defined in the Security Documents) in the Collateral granted under the Security Documents;

(e) each of the representations and warranties contained in Section 4 above shall be true and correct;

(f) the Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by a Responsible Officer of Open Text, confirming the accuracy of the representations and warranties set forth in Section 4 above;

(g) the Borrowers shall have paid all reasonable fees and documented out-of-pocket expenses owing to the Administrative Agent (including the reasonable fees and out-of-pocket costs of legal counsel to the Administrative Agent) incurred in connection with the transactions contemplated under this Amendment in accordance with Section 15.01 of the Credit Agreement;

(h) the Administrative Agent shall have received reasonably satisfactory opinions of (i) Cleary Gottlieb Steen & Hamilton LLP, special United States counsel to the Loan Parties, (ii) Osler, Hoskin & Harcourt LLP, special Delaware counsel to the Loan Parties, (iii) Osler, Hoskin & Harcourt LLP, special Ontario counsel to the Loan Parties, (iv) Stewart McKelvey, special Nova Scotia counsel to the Loan Parties and (v) Gordon A Davies, Chief Legal Officer and Corporate Secretary of Open Text, in each case as is relevant to confirm, inter alia , corporate existence, due authorization, non-contravention of other Debt of any Loan Party or any of its Subsidiaries (other than Exempt Immaterial Subsidiaries) which is outstanding in an aggregate principal amount

exceeding $75,000,000, execution by the Borrowers and Domestic Guarantors and enforceability of the Amendment and the validity and perfection of the Encumbrances created under the applicable U.S. and Canadian Credit Documents after giving effect to the Amendment; for the avoidance of doubt, the opinion of Gordon A Davies, Chief Legal Officer and Corporate Secretary of Open Text shall not cover enforceability of the Amendment or the validity and perfection of the Encumbrances created under the applicable U.S. and Canadian Credit Documents after giving effect to the Amendment;

(i) the Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by a Responsible Officer of Open Text, attesting to the Solvency of Open Text and its Subsidiaries, on a consolidated basis and taken as a whole; and

(j) the Administrative Agent shall have received payment from the Borrowers in immediately available funds of an extension fee for the account of each Extending Lender in an amount equal to 0.10% of the amount of such Extending Lender’s Revolving Credit Commitment on the Third Amendment Effective Date.

SECTION 6. Certain Post-Closing Obligations . On or prior to the date that is 60 days following any request by the Administrative Agent to take the following actions described in this Section 6, to the extent that such request is delivered no later than 60 days following the Third Amendment Effective Date, the Borrowers shall take all action reasonably determined by local counsel to the Administrative Agent to be necessary to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Creditors in the Collateral granted by the Foreign Guarantors under the Security Documents, in the same manner as contemplated by the Security Documents prior to the effectiveness of this Amendment.

SECTION 7. Reference to and Effect Upon the Credit Agreement and the Other Credit Documents .

(a) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. On and as of the Third Amendment Effective Date, this Amendment shall for all purposes constitute a Credit Document.

(b) On and as of the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(c) The Credit Agreement and each of the other Credit Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The obligations of the Loan Parties and each Guarantor contained in the Guarantees shall remain in full force and effect and are hereby confirmed and continued by this Amendment and are enforceable against the Loan Parties and each of the Guarantors. All rights, benefits, interests, duties, liabilities and obligations of the parties to the Security Documents, as amended below, are hereby confirmed and continued by this Amendment and continue to secure, apply and extend to all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Loan Parties and each Guarantor to the Collateral Agent for the benefit of the Secured Creditors, or any one or more of them, in any currency, under, in connection with or pursuant to the Guarantees and any other Credit Document to which the Loan Parties and each Guarantor is a party. Without limitation of the foregoing, all security interests, pledges, assignments and other Encumbrances previously granted by any Guarantor, as a Grantor,

pursuant to the Security Documents are confirmed and continued by this Amendment, and all such security interests, pledges, assignments and other Encumbrances shall remain in full force and effect as security for all obligations thereunder with no change in the priority applicable thereto, in each case, subject only to Encumbrances permitted under the Credit Documents, to the extent provided therein.

SECTION 8. Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province.

SECTION 9. Execution in Counterparts . This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart hereof by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 10. Amendments; Headings; Severability . This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrowers, the Guarantors, the Administrative Agent and the Extending Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.



OPEN TEXT ULC, as Borrower and Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT CORPORATION, as Borrower and Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:Executive Vice President, Chief Financial Officer



OPEN TEXT HOLDINGS, INC., as Borrower and Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT CANADA LTD., as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT CANADA LTD., in its capacity as general partner of VIGNETTE PARTNERSHIP, LP, as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT INC., as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



EASYLINK SERVICES INTERNATIONAL CORPORATION, as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



EASYLINK SERVICES USA, INC., as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



XPEDITE SYSTEMS, LLC, as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



GXS, INC., as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



GXS INTERNATIONAL, INC., as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT SA ULC, as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT GXS ULC, as Domestic Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:President



OPEN TEXT COÖPERATIEF U.A., as Foreign Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:Director



OPEN TEXT SOFTWARE GMBH, as Foreign Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:Director



OPEN TEXT UK LIMITED, as Foreign Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:Director



SYSGENICS LIMITED, as Foreign Guarantor
By:	/s/ John Doolittle
Name:John Doolittle
Title:Director



BARCLAYS BANK PLC, as Administrative Agent, the Swing Line Lender and an Extending Lender
/s/ Ritam Bhalla
Name:Ritam Bhalla
Title:Director



ROYAL BANK OF CANADA, as the Documentary Credit Lender and an Extending Lender
/s/ Michael Elsey
Name:Michael Elsey
Title:Vice President, Corporate Banking Authorized Signatory



Morgan Stanley Bank, N.A., as an Extending Lender
/s/ Jonathan Rauen
Name:Jonathan Rauen
Title:Authorized Signatory



Citibank, N.A., as an Extending Lender
By:	/s/ Agha Murtaza
Name:Agha Murtaza
Title:Authorized Signatory



HSBC, as an Extending Lender
/s/ My Le
Name:My Le
Title:Director, Global Banking

/s/ Shu Wai Chu
Name:Shu Wai Chu
Title:Vice President, Global Banking



The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch, as an Extending Lender
/s/ Jack Shuai
Name:Jack Shuai
Title:Director



NATIONAL BANK OF CANADA, as an Extending Lender
/s/ Michelle Fiebig
Name:Michelle Fiebig
Title:Director

/s/ David Torrey
Name:David Torrey
Title:Managing Director



Export Development Canada, as an Extending Lender
By:	/s/ Danielle Dunlop
Name:Danielle Dunlop
Title:Financing Manager

By:	/s/ Jeff Patterson
Name:Jeff Patterson
Title:Manager - Global Loan Syndications



Bank of Montreal, as an Extending Lender
By:	/s/ Jeff Cowan
Name:Jeff Cowan
Title:Vice President



ICICI Bank Canada, as an Extending Lender
By:	/s/ Sandeep Goel
Name:Sandeep Goel
Title:Senior Vice President & Chief Risk Officer

By:	/s/ Akshay Chaturvedi
Name:Ashkay Chaturvedi
Title:Senior Vice President Corporate & Commercial Banking



Bank of America, N.A. Canada Branch, as an Extending Lender
By:	/s/ Julie Griffin
Name:Julie Griffin
Title:Senior Vice President



PNC Bank Canadian Branch, as an Extending Lender
/s/ David T. Olsen
Name:David T. Olsen
Title:Principal Officer and Regional President - Canada



The Bank of Nova Scotia, as an Extending Lender
By:	/s/ Eddy Popp
Name:Eddy Popp
Title:Director

By:	/s/ Caitriona Geoghegan
Name:Caitriona Geoghegan
Title:Associate Director



Canadian Imperial Bank of Commerce, as an Extending Lender
/s/ Ben Fallico
Name:Ben Fallico
Title:Authorized Signatory

/s/ James Day
Name:James Day
Title:Authorized Signatory



JPMorgan Chase Banks, N.A., as an Extending Lender
By:	/s/ Justin Burton
Name:Justin Burton
Title:Vice President



SBI CANADA BANK previously known as State Bank of India (Canada), as an Extending Lender
By:	/s/ Pradeep Nair
Name:Pradeep Nair
Title:VP (Credit) and Team Leader (CPC)



Wells Fargo Bank, N.A., Canadian Branch, as the Replacement Lender and an Extending Lender
By:	/s/ David Wright
Name:David Wright
Title:Senior Vice President

SCHEDULE 3

REVOLVING CREDIT COMMITMENTS/ SWING LINE LENDER’S COMMITMENT/ DOCUMENTARY CREDIT COMMITMENTS



Lender	Revolving Credit Commitment	Documentary Credit Commitment	Swing Line Lender’s Commitment
Barclays PLC	$60,000,000		$25,000,000
Morgan Stanley Bank, N.A.	$50,000,000
Citibank, N.A., Canadian branch	$50,000,000
Royal Bank of Canada	$50,000,000	$35,000,000
HSBC Bank Canada	$30,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch	$20,000,000
National Bank of Canada	$20,000,000
Export Development Canada	$14,000,000
Bank of Montreal	$50,000,000
ICICI Bank Canada	$10,000,000
Bank of America, N.A., Canada Branch	$20,000,000
PNC Bank Canadian Branch	$20,000,000
The Bank of Nova Scotia	$20,000,000
Canadian Imperial Bank of Commerce	$20,000,000
JPMorgan Chase Bank N.A.	$8,000,000
SBI Canada Bank	$4,000,000
Wells Fargo Bank, N.A., Canadian Branch	$4,000,000

Total Revolving Credit Commitments	$450,000,000

SCHEDULE 6

APPLICABLE MARGINS/UNUSED FACILITY FEE



Consolidated Net Leverage Ratio	LIBOR Advances (per annum); Documentary Credit Participation Fee	ABR Advances (per annum)	Facility Fee	Documentary Credit Fee
Greater than or equal to 1.50:1.00	1.75%	0.75%	0.30%	0.25%
Less than 1.50:1.00 and greater than or equal to 1.00:1.00	1.50%	0.50%	0.25%	0.25%
Less than 1.00:1.00	1.25%	0.25%	0.15%	0.25%

Exhibit 31.1

CERTIFICATIONS

I, Mark J. Barrenechea, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Open Text Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



By:		/s/ MARK J. BARRENECHEA
	Mark J. Barrenechea Chief Executive Officer and Chief Technology Officer

Date: May 8, 2017

Exhibit 31.2

CERTIFICATIONS

I, John M. Doolittle, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Open Text Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



By:		/s/ JOHN M. DOOLITTLE
	John M. Doolittle Executive Vice President and Chief Financial Officer

Date: May 8, 2017

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Open Text Corporation (the “Company”) for the quarter ended March 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Mark J. Barrenechea, Chief Executive Officer and Chief Technology Officer of the Company, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ MARK J. BARRENECHEA
Mark J. Barrenechea Chief Executive Officer and Chief Technology Officer

Date: May 8, 2017

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Open Text Corporation (the “Company”) for the quarter ended March 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, John M. Doolittle, Executive Vice President and Chief Financial Officer of the Company, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



By:		/s/ JOHN M. DOOLITTLE
	John M. Doolittle Executive Vice President and Chief Financial Officer

Date: May 8, 2017