ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Canada
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98-0154400
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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275 Frank Tompa Drive,
Waterloo, Ontario, Canada
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N2L 0A1
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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Common stock without par value
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NASDAQ Global Select Market
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Page No
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Part I
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Item 1
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Business
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Item 1A
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Risk Factors
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Item 1B
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety Disclosures
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Part II
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operation
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A
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Controls and Procedures
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Part III
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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Item 14
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Principal Accounting Fees and Services
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Part IV
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Item 15
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Exhibits and Financial Statement Schedules
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Item 16
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Form 10-K Summary
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Signatures
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(i)
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Increased compliance and information governance resulting in reduced exposure to risk of regulatory sanctions related to how information is handled and protected;
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(ii)
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Improved operating efficiency through process digitization and automation;
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(iii)
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Better customer engagement through improved and integrated digital experiences and content delivery;
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(iv)
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Lower cost of storage and management of information through improved classification and archiving strategies;
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(v)
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Reduced infrastructure costs due to, among other factors, legacy decommissioning capabilities of EIM and cloud and hosted services deployment models;
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(vi)
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Improved innovation, productivity and time-to-market as a result of letting employees, trading partners and customers work with information and collaborate in ways which are intuitive, automated, and flexible; and
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(vii)
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Increased revenue streams with the enablement of easy expansion across new channels and, ultimately, new markets.
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•
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Content Management
provides a repository for business documents (such as those created with Microsoft Office, AutoCAD and Adobe Acrobat/PDF) and facilitates the organizing, displaying, classifying, access control, version control, event auditing, rendition, and search of documents and other content types.
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•
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Records Management
enables control of the complete lifecycle of content management by assigning retention and disposition rules to control if and when content can or must be deleted or archived on storage media.
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Archiving
helps reduce storage expenses through optimization of storage use. It manages content storage policies according to business context, optimizes storage use, and provides high-end storage services to reduce future storage demands.
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Email Management Solutions
enables customers to archive, control and monitor email, regardless of platform, reduce the size of the email database, improve email server performance, control the lifecycle of email content, and monitor email content to improve compliance.
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•
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Capture
solutions help bridge the gap between structured and unstructured data by providing the ability to capture and image paper content while applying metadata and applicable policies and schedules. Transforming the information contained in these documents, helps automate or streamline business processes and govern digital content.
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•
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Core
is a software as a service (SaaS)-based, multi-tenant cloud solution that provides efficient ways to share documents and collaborate for teams of any size, from small groups to large enterprises.
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•
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LEAP
offers a next-generation SaaS platform for Content Services. It is comprised of a set of consumer-grade, end-user productivity applications that enable users to access, share, create and collaborate on content in entirely new ways across any device.
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•
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Process Suite Platform
puts the business in direct control of its processes and fosters alignment between business and Information Technology (IT), resulting in tangible benefits for both. OpenText Process Suite Platform offers one platform that can be accessed simply through a web browser and is built from the ground up to be truly multi-tenant and to support all of the deployment models required for on-premise, private or public clouds.
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•
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Capture and Recognition
systems convert documents from analog sources, such as paper or facsimile (fax), to electronic documents and apply value-added functions, such as optical / intelligent character recognition (OCR/ICR) and barcode scanning, and then releases these documents into repositories where they can be stored, managed, and searched.
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•
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Process Suite Solutions
are packaged applications built on the Process Suite and address specific business problems. This includes Contract Management, Cloud Brokerage Services, Digital Media Supply Chain, and Enterprise App Store, to name a few.
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•
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Web Content Management
provides software for authoring, maintaining, and administering websites designed to offer a “visitor experience” that integrates content from internal and external sources.
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•
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Digital Asset Management
provides a set of content management services for browsing, searching, viewing, assembling, and delivering rich media content such as images, audio and video.
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•
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Customer Communications Management
software makes it possible for organizations to process and deliver highly personalized documents in paper or electronic format rather than a “one message fits all” approach.
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•
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Social Software
helps companies “socialize” their web presence by adding blogs, wikis, ratings and reviews, and build communities for public websites and employee intranets.
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•
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Portal
enables organizations to aggregate, integrate and personalize corporate information and applications and provide a central, contextualized, and personalized view of information for executives, departments, partners, and customers.
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Search
addresses information security and productivity requirements by securely indexing all information for fast retrieval and real-time monitoring.
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Semantic Navigation
improves the end-user experience of websites by enabling intuitive visual exploration of site content through contextual navigation.
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Auto-Classification
improves the quality of information governance through intelligent metadata extraction and accurate classification of information.
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•
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InfoFusion
TM
makes it possible for organizations to deal with the issue of so-called “information silos” resulting from, for instance, numerous disconnected information sources across the enterprise. Using a framework of adapters, an information access platform allows organizations to consolidate, decommission, archive and migrate content from virtually any system or information repository.
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•
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Business-to-Business (B2B) Integration
services help optimize the reliability, reach, and cost efficiency of an enterprise's electronic supply chain while reducing costs, infrastructure and overhead.
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•
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Fax Solutions
automate business fax and electronic document distribution to improve the business impact of company information, increase employee productivity and decrease paper-based operational costs.
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•
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Secure Messaging
helps to share and synchronize files across an organization, across teams and with business partners, while leveraging the latest smartphones and tablets to provide information on the go without sacrificing information governance or security.
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Embedded Reporting and Visualization
is used to embed reports and visualizations of data in an array of applications, including the OpenText EIM Suites and many third party data sources.
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•
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Big Data Analysis
is the analysis of large sets of information from databases, files, Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems and a variety of other sources. Modeling and predictive algorithms may be applied to this data using OpenText solutions to extract meaningful insight or predictive models to solve customer problems or help with operational insight.
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•
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O
n January 23, 2017, we acquired ECD Business for approximately $1.62 billion.
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•
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On July 31, 2016, we acquired CCM Business for approximately $315.0 million.
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•
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On July 20, 2016, we acquired Recommind, a leading provider of eDiscovery and information analytics, based in San Francisco, California, United States, for approximately $170.1 million.
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•
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O
n May 1, 2016, we acquired ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, based in Michigan, United States. Total consideration for ANX was approximately $104.6 million.
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•
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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.
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•
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On November 23, 2015, we acquired Daegis Inc. (Daegis), a global information governance, data migration solutions and development company, based in Texas, United States. Total consideration for Daegis was approximately $23.3 million.
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•
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On January 16, 2015, we acquired Actuate Corporation (Actuate), based in San Francisco, California, United States, for $332.0 million, comprised of approximately $322.4 million in cash and shares we purchased of Actuate in the open market with a fair value of approximately $9.5 million as of the date of acquisition. Actuate was a leader in personalized analytics and insights.
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•
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On January 2, 2015, we acquired Informative Graphics Corporation (IGC), based in Scottsdale, Arizona, United States, for approximately $40.0 million. IGC was a leading developer of viewing, annotation, redaction and publishing commercial software.
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•
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On January 16, 2014, we acquired GXS Group Inc. (GXS), a Delaware corporation based in Gaithersburg, Maryland, United States, and leader in cloud-based B2B integration services for $1.2 billion, inclusive of the issuance of 5,190,084 OpenText Common Shares.
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•
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On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), a leading provider of BPM and case management solutions, offered on one platform with cloud, mobile, and social capabilities, based in Putten, the Netherlands for $33.2 million.
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•
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On May 23, 2013, we acquired ICCM Professional Services Limited (ICCM), based in Malmesbury, United Kingdom, for $18.9 million. ICCM is a provider of IT service management software solutions.
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•
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On March 5, 2013, we acquired Resonate KT Limited (RKT), based in Cardiff, United Kingdom, for $20.0 million. RKT was a leading provider of software that enables organizations to visualize unstructured data, create new user experiences for ECM and Extended ECM (xECM) for SAP, as well as build industry-based applications that maximize unstructured data residing within Content Server, a key component of the OpenText ECM suite.
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•
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On July 2, 2012, we acquired EasyLink Services International Corporation (EasyLink), based in Georgia, United States and a global provider of cloud-based electronic messaging and business integration services for $342.3 million.
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•
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the increased scope and complexity of our operations;
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coordinating geographically separate organizations, operations, relationships and facilities;
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integrating (i) personnel with diverse business backgrounds, corporate cultures and management philosophies, and (ii) the standards, policies and compensation structures, as well as the complex systems, technology, networks and other assets, of the businesses;
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•
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preserving important strategic and customer relationships;
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•
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retention of key employees;
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•
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the possibility that we may have failed to discover obligations of acquired businesses or risks associated with those businesses during our due diligence investigations as part of the acquisition for which we, as a successor owner, may be responsible or subject to; and
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•
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provisions in contracts with third parties that may limit flexibility to take certain actions.
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•
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Changes in the demand for our software products and services and for the products and services of our competitors;
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•
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The introduction or enhancement of software products and services by us and by our competitors;
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•
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Market acceptance of our software products, enhancements and/or services;
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•
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Delays in the introduction of software products, enhancements and/or services by us or by our competitors;
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•
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Customer order deferrals in anticipation of upgrades and new software products;
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•
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Changes in the lengths of sales cycles;
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•
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Changes in our pricing policies or those of our competitors;
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•
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Delays in software product implementation with customers;
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•
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Change in the mix of distribution channels through which our software products are licensed;
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•
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Change in the mix of software products and services sold;
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•
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Change in the mix of international and North American revenues;
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•
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Changes in foreign currency exchange rates, LIBOR and other applicable interest rates;
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•
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Acquisitions and the integration of acquired businesses;
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•
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Restructuring charges taken in connection with any completed acquisition or otherwise;
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•
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Outcome and impact of tax audits and other contingencies;
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•
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Investor perception of our Company;
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•
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Changes in earnings estimates by securities analysts and our ability to meet those estimates;
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•
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Changes in laws and regulations affecting our business;
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•
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Changes in general economic and business conditions; and
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•
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Changes in general political developments, such as the impact of Brexit, any policy changes resulting from the new U.S. administration, international trade policies and policies taken to stimulate or to preserve national economies.
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•
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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition;
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•
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conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;
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•
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Hyderabad facility, located in India, totaling approximately 184,000 square feet;
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•
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Makati City facility, located in Manila, Philippines, totaling approximately 135,000 square feet;
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•
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Bangalore facility, located in India, totaling approximately 133,000 square feet;
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•
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Grasbrunn facility, located in Germany, totaling approximately 123,000 square feet of office and storage;
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•
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San Mateo facility, located in California, United States, totaling approximately 108,000 square feet;
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•
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Richmond Hill facility, located in Ontario, Canada, totaling approximately 101,000 square feet;
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•
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Pleasanton facility, located in California, United States, totaling approximately 92,000 square feet;
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•
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Gaithersburg facility, located in Maryland, United States, totaling approximately 84,000 square feet;
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•
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Alpharetta facility, located in Georgia, United States, totaling approximately 54,000 square feet;
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•
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Reading facility, located in Reading, UK, totaling approximately 53,000 square feet; and
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•
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Tinton Falls facility, located in New Jersey, United States, totaling approximately 45,000 square feet;
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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NASDAQ
(in USD)
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TSX
(in CAD)
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||
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High
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Low
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High
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Low
|
Fiscal Year Ending June 30, 2017:
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|
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Fourth Quarter
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$35.21
|
$30.88
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$48.28
|
$40.19
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Third Quarter
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$35.07
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$30.58
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$46.45
|
$41.05
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Second Quarter
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$32.79
|
$29.30
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$43.56
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$38.92
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First Quarter
|
$33.42
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$28.85
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$43.75
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$37.55
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Fiscal Year Ending June 30, 2016:
|
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Fourth Quarter
|
$30.99
|
$25.48
|
$39.58
|
$32.70
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Third Quarter
|
$26.29
|
$20.97
|
$34.85
|
$28.97
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Second Quarter
|
$24.83
|
$21.50
|
$34.54
|
$28.22
|
First Quarter
|
$23.58
|
$18.33
|
$31.10
|
$23.84
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Declaration Date
|
|
Dividend per Share
|
|
Record Date
|
|
Total amount (in thousands of U.S. dollars)
|
|
Payment Date
|
||||
5/5/2017
|
|
$
|
0.1320
|
|
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5/26/2017
|
|
$
|
34,628
|
|
|
6/17/2017
|
2/1/2017
|
|
$
|
0.1150
|
|
|
3/3/2017
|
|
$
|
30,303
|
|
|
3/27/2017
|
11/3/2016
|
|
$
|
0.1150
|
|
|
12/2/2016
|
|
$
|
27,859
|
|
|
12/22/2016
|
7/26/2016
|
|
$
|
0.1150
|
|
|
8/26/2016
|
|
$
|
27,791
|
|
|
9/16/2016
|
Declaration Date
|
|
Dividend per Share
|
|
Record Date
|
|
Total amount (in thousands of U.S. dollars)
|
|
Payment Date
|
||||
4/26/2016
|
|
$
|
0.1150
|
|
|
5/27/2016
|
|
$
|
27,635
|
|
|
6/17/2016
|
2/8/2016
|
|
$
|
0.1000
|
|
|
3/10/2016
|
|
$
|
24,099
|
|
|
3/31/2016
|
10/28/2015
|
|
$
|
0.1000
|
|
|
11/27/2015
|
|
$
|
24,216
|
|
|
12/18/2015
|
7/28/2015
|
|
$
|
0.1000
|
|
|
8/28/2015
|
|
$
|
23,312
|
|
|
9/18/2015
|
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 |
|||||
04/01/17 to 04/30/17
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
05/01/17 to 05/31/17
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
06/01/17 to 06/30/17
|
|
120,455
|
|
|
$
|
32.81
|
|
|
—
|
|
|
332,349
|
|
Total
|
|
120,455
|
|
|
$
|
32.81
|
|
|
—
|
|
|
332,349
|
|
•
|
an index of companies in the software application industry (S&P North American Technology-Software Index);
|
•
|
the NASDAQ Composite Index; and
|
•
|
the S&P/TSX Composite Index.
|
|
June 30,
2012 |
June 30,
2013 |
June 30,
2014 |
June 30,
2015 |
June 30,
2016 |
June 30,
2017 |
Open Text Corporation
|
$100.00
|
$137.82
|
$195.79
|
$167.80
|
$249.06
|
$269.53
|
S&P North American Technology-Software Index
|
$100.00
|
$110.12
|
$140.42
|
$163.34
|
$175.37
|
$229.27
|
NASDAQ Composite
|
$100.00
|
$117.60
|
$154.26
|
$176.53
|
$173.56
|
$222.67
|
S&P/TSX Composite
|
$100.00
|
$104.39
|
$132.55
|
$111.94
|
$107.44
|
$119.19
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
(In thousands, except per share data)
|
|||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,291,057
|
|
$
|
1,824,228
|
|
$
|
1,851,917
|
|
$
|
1,624,699
|
|
$
|
1,363,336
|
|
Net income, attributable to OpenText
|
$
|
1,025,659
|
|
$
|
284,477
|
|
$
|
234,327
|
|
$
|
218,125
|
|
$
|
148,520
|
|
Net income per share, basic, attributable to OpenText
|
$
|
4.04
|
|
$
|
1.17
|
|
$
|
0.96
|
|
$
|
0.91
|
|
$
|
0.63
|
|
Net income per share, diluted, attributable to OpenText
|
$
|
4.01
|
|
$
|
1.17
|
|
$
|
0.95
|
|
$
|
0.90
|
|
$
|
0.63
|
|
Weighted average number of Common Shares outstanding, basic
|
253,879
|
|
242,926
|
|
244,184
|
|
239,348
|
|
234,416
|
|
|||||
Weighted average number of Common Shares outstanding, diluted
|
255,805
|
|
244,076
|
|
245,914
|
|
241,152
|
|
236,248
|
|
|
As of June 30,
|
||||||||||||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,480,562
|
|
$
|
5,154,144
|
|
$
|
4,353,330
|
|
$
|
3,847,205
|
|
$
|
2,615,385
|
|
Total Long-term liabilities
|
$
|
2,820,200
|
|
$
|
2,503,918
|
|
$
|
1,899,086
|
|
$
|
1,564,890
|
|
$
|
751,421
|
|
Cash dividends per Common Share
|
$
|
0.4770
|
|
$
|
0.4150
|
|
$
|
0.3588
|
|
$
|
0.3113
|
|
$
|
0.0750
|
|
•
|
Total revenue was
$2,291.1 million
, up
25.6%
compared to the prior fiscal year; up
27.0%
after factoring the impact of
$26.4 million
of foreign exchange rate changes.
|
•
|
Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was
$1,686.6 million
, up
25.2%
compared to the prior fiscal year; up
26.6%
after factoring the impact of
$18.7 million
of foreign exchange rate changes.
|
•
|
Cloud services and subscriptions revenue was
$705.5 million
, up
17.4%
compared to the prior fiscal year; up
18.4%
after factoring the impact of
$6.3 million
of foreign exchange rate changes.
|
•
|
License revenue was
$369.1 million
, up
30.1%
compared to the prior fiscal year; up
31.4%
after factoring the impact of
$3.6 million
of foreign exchange rate changes.
|
•
|
GAAP-based EPS, diluted, was
$4.01
compared to
$1.17
in the prior fiscal year.
|
•
|
Non-GAAP-based EPS, diluted, was
$2.02
compared to
$1.77
in the prior fiscal year.
|
•
|
GAAP-based gross margin was
66.7%
compared to
68.5%
in the prior fiscal year.
|
•
|
GAAP-based operating margin was
15.4%
compared to
20.2%
in the prior fiscal year.
|
•
|
Non-GAAP-based operating margin was
31.8%
compared to
33.8%
in the prior fiscal year.
|
•
|
Adjusted EBITDA was
$792.5 million
compared to
$671.7 million
in the prior fiscal year.
|
•
|
Operating cash flow was
$439.3 million
down
16.4%
from the prior fiscal year.
|
•
|
Cash and cash equivalents was
$443.4 million
as of
June 30, 2017
, compared to
$1,283.8 million
as of
June 30, 2016
.
|
(i)
|
Revenue recognition,
|
(ii)
|
Capitalized software,
|
(iii)
|
Business combinations,
|
(iv)
|
Goodwill,
|
(v)
|
Acquired intangibles,
|
(vi)
|
Restructuring charges,
|
(vii)
|
Foreign currency, and
|
(viii)
|
Income taxes.
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Total Revenues by Product Type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
$
|
369,144
|
|
|
$
|
85,434
|
|
|
$
|
283,710
|
|
|
$
|
(10,556
|
)
|
|
$
|
294,266
|
|
Cloud services and subscriptions
|
|
705,495
|
|
|
104,477
|
|
|
601,018
|
|
|
(4,291
|
)
|
|
605,309
|
|
|||||
Customer support
|
|
981,102
|
|
|
234,693
|
|
|
746,409
|
|
|
14,612
|
|
|
731,797
|
|
|||||
Professional service and other
|
|
235,316
|
|
|
42,225
|
|
|
193,091
|
|
|
(27,454
|
)
|
|
220,545
|
|
|||||
Total revenues
|
|
2,291,057
|
|
|
466,829
|
|
|
1,824,228
|
|
|
(27,689
|
)
|
|
1,851,917
|
|
|||||
Total Cost of Revenues
|
|
762,391
|
|
|
188,391
|
|
|
574,000
|
|
|
(24,409
|
)
|
|
598,409
|
|
|||||
Total GAAP-based Gross Profit
|
|
1,528,666
|
|
|
278,438
|
|
|
1,250,228
|
|
|
(3,280
|
)
|
|
1,253,508
|
|
|||||
Total GAAP-based Gross Margin %
|
|
66.7
|
%
|
|
|
|
68.5
|
%
|
|
|
|
67.7
|
%
|
|||||||
Total GAAP-based Operating Expenses
|
|
1,175,734
|
|
|
294,069
|
|
|
881,665
|
|
|
(23,132
|
)
|
|
904,797
|
|
|||||
Total GAAP-based Income from Operations
|
|
$
|
352,932
|
|
|
$
|
(15,631
|
)
|
|
$
|
368,563
|
|
|
$
|
19,852
|
|
|
$
|
348,711
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% Revenues by Product Type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
16.1
|
%
|
|
|
|
15.6
|
%
|
|
|
|
15.9
|
%
|
|||||||
Cloud services and subscriptions
|
|
30.8
|
%
|
|
|
|
32.9
|
%
|
|
|
|
32.7
|
%
|
|||||||
Customer support
|
|
42.8
|
%
|
|
|
|
40.9
|
%
|
|
|
|
39.5
|
%
|
|||||||
Professional service and other
|
|
10.3
|
%
|
|
|
|
10.6
|
%
|
|
|
|
11.9
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Cost of Revenues by Product Type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
$
|
13,632
|
|
|
$
|
3,336
|
|
|
$
|
10,296
|
|
|
$
|
(2,603
|
)
|
|
$
|
12,899
|
|
Cloud services and subscriptions
|
|
300,255
|
|
|
56,234
|
|
|
244,021
|
|
|
6,711
|
|
|
237,310
|
|
|||||
Customer support
|
|
122,753
|
|
|
32,892
|
|
|
89,861
|
|
|
(4,595
|
)
|
|
94,456
|
|
|||||
Professional service and other
|
|
195,195
|
|
|
39,611
|
|
|
155,584
|
|
|
(17,158
|
)
|
|
172,742
|
|
|||||
Amortization of acquired technology-based intangible assets
|
|
130,556
|
|
|
56,318
|
|
|
74,238
|
|
|
(6,764
|
)
|
|
81,002
|
|
|||||
Total cost of revenues
|
|
$
|
762,391
|
|
|
$
|
188,391
|
|
|
$
|
574,000
|
|
|
$
|
(24,409
|
)
|
|
$
|
598,409
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% GAAP-based Gross Margin by Product Type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
96.3
|
%
|
|
|
|
96.4
|
%
|
|
|
|
95.6
|
%
|
|||||||
Cloud services and subscriptions
|
|
57.4
|
%
|
|
|
|
59.4
|
%
|
|
|
|
60.8
|
%
|
|||||||
Customer support
|
|
87.5
|
%
|
|
|
|
88.0
|
%
|
|
|
|
87.1
|
%
|
|||||||
Professional service and other
|
|
17.0
|
%
|
|
|
|
19.4
|
%
|
|
|
|
21.7
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas (1)
|
|
$
|
1,357,419
|
|
|
$
|
308,320
|
|
|
$
|
1,049,099
|
|
|
$
|
13,794
|
|
|
$
|
1,035,305
|
|
EMEA (2)
|
|
720,560
|
|
|
109,613
|
|
|
610,947
|
|
|
(27,351
|
)
|
|
638,298
|
|
|||||
Asia Pacific (3)
|
|
213,078
|
|
|
48,896
|
|
|
164,182
|
|
|
(14,132
|
)
|
|
178,314
|
|
|||||
Total revenues
|
|
$
|
2,291,057
|
|
|
$
|
466,829
|
|
|
$
|
1,824,228
|
|
|
$
|
(27,689
|
)
|
|
$
|
1,851,917
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas (1)
|
|
59.2
|
%
|
|
|
|
57.5
|
%
|
|
|
|
55.9
|
%
|
|||||||
EMEA (2)
|
|
31.5
|
%
|
|
|
|
33.5
|
%
|
|
|
|
34.5
|
%
|
|||||||
Asia Pacific (3)
|
|
9.3
|
%
|
|
|
|
9.0
|
%
|
|
|
|
9.6
|
%
|
|
|
Year Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
|
2016
|
|
|
|
2015
|
||||||
GAAP-based gross margin
|
|
66.7
|
%
|
|
|
|
68.5
|
%
|
|
|
|
67.7
|
%
|
|||
GAAP-based operating margin
|
|
15.4
|
%
|
|
|
|
20.2
|
%
|
|
|
|
18.8
|
%
|
|||
GAAP-based EPS, diluted
|
|
$
|
4.01
|
|
|
|
|
$
|
1.17
|
|
|
|
|
$
|
0.95
|
|
Net income, attributable to OpenText
|
|
$
|
1,025,659
|
|
|
|
|
$
|
284,477
|
|
|
|
|
$
|
234,327
|
|
Non-GAAP-based gross margin (4)
|
|
72.6
|
%
|
|
|
|
72.8
|
%
|
|
|
|
72.2
|
%
|
|||
Non-GAAP-based operating margin (4)
|
|
31.8
|
%
|
|
|
|
33.8
|
%
|
|
|
|
30.9
|
%
|
|||
Non-GAAP-based EPS, diluted (4)
|
|
$
|
2.02
|
|
|
|
|
$
|
1.77
|
|
|
|
|
$
|
1.73
|
|
Adjusted EBITDA (4)
|
|
$
|
792,517
|
|
|
|
|
$
|
671,737
|
|
|
|
|
$
|
623,649
|
|
(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 definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
License Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
$
|
178,398
|
|
|
$
|
46,760
|
|
|
$
|
131,638
|
|
|
$
|
(3,624
|
)
|
|
$
|
135,262
|
|
EMEA
|
|
146,843
|
|
|
20,919
|
|
|
125,924
|
|
|
(726
|
)
|
|
126,650
|
|
|||||
Asia Pacific
|
|
43,903
|
|
|
17,755
|
|
|
26,148
|
|
|
(6,206
|
)
|
|
32,354
|
|
|||||
Total License Revenues
|
|
369,144
|
|
|
85,434
|
|
|
283,710
|
|
|
(10,556
|
)
|
|
294,266
|
|
|||||
Cost of License Revenues
|
|
13,632
|
|
|
3,336
|
|
|
10,296
|
|
|
(2,603
|
)
|
|
12,899
|
|
|||||
GAAP-based License Gross Profit
|
|
$
|
355,512
|
|
|
$
|
82,098
|
|
|
$
|
273,414
|
|
|
$
|
(7,953
|
)
|
|
$
|
281,367
|
|
GAAP-based License Gross Margin %
|
|
96.3
|
%
|
|
|
|
96.4
|
%
|
|
|
|
95.6
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% License Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
48.3
|
%
|
|
|
|
46.4
|
%
|
|
|
|
46.0
|
%
|
|||||||
EMEA
|
|
39.8
|
%
|
|
|
|
44.4
|
%
|
|
|
|
43.0
|
%
|
|||||||
Asia Pacific
|
|
11.9
|
%
|
|
|
|
9.2
|
%
|
|
|
|
11.0
|
%
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Cloud Services and Subscriptions:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
$
|
485,007
|
|
|
$
|
86,294
|
|
|
$
|
398,713
|
|
|
$
|
4,242
|
|
|
$
|
394,471
|
|
EMEA
|
|
150,847
|
|
|
13,059
|
|
|
137,788
|
|
|
(3,685
|
)
|
|
141,473
|
|
|||||
Asia Pacific
|
|
69,641
|
|
|
5,124
|
|
|
64,517
|
|
|
(4,848
|
)
|
|
69,365
|
|
|||||
Total Cloud Services and Subscriptions Revenues
|
|
705,495
|
|
|
104,477
|
|
|
601,018
|
|
|
(4,291
|
)
|
|
605,309
|
|
|||||
Cost of Cloud Services and Subscriptions Revenues
|
|
300,255
|
|
|
56,234
|
|
|
244,021
|
|
|
6,711
|
|
|
237,310
|
|
|||||
GAAP-based Cloud Services and Subscriptions Gross Profit
|
|
$
|
405,240
|
|
|
$
|
48,243
|
|
|
$
|
356,997
|
|
|
$
|
(11,002
|
)
|
|
$
|
367,999
|
|
GAAP-based Cloud Services and Subscriptions Gross Margin %
|
|
57.4
|
%
|
|
|
|
59.4
|
%
|
|
|
|
60.8
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% Cloud Services and Subscriptions Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
68.7
|
%
|
|
|
|
66.3
|
%
|
|
|
|
65.2
|
%
|
|||||||
EMEA
|
|
21.4
|
%
|
|
|
|
22.9
|
%
|
|
|
|
23.4
|
%
|
|||||||
Asia Pacific
|
|
9.9
|
%
|
|
|
|
10.8
|
%
|
|
|
|
11.4
|
%
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Customer Support Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
$
|
582,415
|
|
|
$
|
153,508
|
|
|
$
|
428,907
|
|
|
$
|
25,718
|
|
|
$
|
403,189
|
|
EMEA
|
|
320,628
|
|
|
60,502
|
|
|
260,126
|
|
|
(10,696
|
)
|
|
270,822
|
|
|||||
Asia Pacific
|
|
78,059
|
|
|
20,683
|
|
|
57,376
|
|
|
(410
|
)
|
|
57,786
|
|
|||||
Total Customer Support Revenues
|
|
981,102
|
|
|
234,693
|
|
|
746,409
|
|
|
14,612
|
|
|
731,797
|
|
|||||
Cost of Customer Support Revenues
|
|
122,753
|
|
|
32,892
|
|
|
89,861
|
|
|
(4,595
|
)
|
|
94,456
|
|
|||||
GAAP-based Customer Support Gross Profit
|
|
$
|
858,349
|
|
|
$
|
201,801
|
|
|
$
|
656,548
|
|
|
$
|
19,207
|
|
|
$
|
637,341
|
|
GAAP-based Customer Support Gross Margin %
|
|
87.5
|
%
|
|
|
|
88.0
|
%
|
|
|
|
87.1
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% Customer Support Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
59.4
|
%
|
|
|
|
57.5
|
%
|
|
|
|
55.1
|
%
|
|||||||
EMEA
|
|
32.7
|
%
|
|
|
|
34.9
|
%
|
|
|
|
37.0
|
%
|
|||||||
Asia Pacific
|
|
7.9
|
%
|
|
|
|
7.6
|
%
|
|
|
|
7.9
|
%
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Professional Service and Other Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
$
|
111,599
|
|
|
$
|
21,758
|
|
|
$
|
89,841
|
|
|
$
|
(12,543
|
)
|
|
$
|
102,384
|
|
EMEA
|
|
102,242
|
|
|
15,133
|
|
|
87,109
|
|
|
(12,244
|
)
|
|
99,353
|
|
|||||
Asia Pacific
|
|
21,475
|
|
|
5,334
|
|
|
16,141
|
|
|
(2,667
|
)
|
|
18,808
|
|
|||||
Total Professional Service and Other Revenues
|
|
235,316
|
|
|
42,225
|
|
|
193,091
|
|
|
(27,454
|
)
|
|
220,545
|
|
|||||
Cost of Professional Service and Other Revenues
|
|
195,195
|
|
|
39,611
|
|
|
155,584
|
|
|
(17,158
|
)
|
|
172,742
|
|
|||||
GAAP-based Professional Service and Other Gross Profit
|
|
$
|
40,121
|
|
|
$
|
2,614
|
|
|
$
|
37,507
|
|
|
$
|
(10,296
|
)
|
|
$
|
47,803
|
|
GAAP-based Professional Service and Other Gross Margin %
|
|
17.0
|
%
|
|
|
|
19.4
|
%
|
|
|
|
21.7
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% Professional Service and Other Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
|
47.4
|
%
|
|
|
|
46.5
|
%
|
|
|
|
46.4
|
%
|
|||||||
EMEA
|
|
43.4
|
%
|
|
|
|
45.1
|
%
|
|
|
|
45.0
|
%
|
|||||||
Asia Pacific
|
|
9.2
|
%
|
|
|
|
8.4
|
%
|
|
|
|
8.6
|
%
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Amortization of acquired technology-based intangible assets
|
|
$
|
130,556
|
|
|
$
|
56,318
|
|
|
$
|
74,238
|
|
|
$
|
(6,764
|
)
|
|
$
|
81,002
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Research and development
|
|
$
|
281,680
|
|
|
$
|
87,623
|
|
|
$
|
194,057
|
|
|
$
|
(2,434
|
)
|
|
$
|
196,491
|
|
Sales and marketing
|
|
444,838
|
|
|
100,603
|
|
|
344,235
|
|
|
(29,375
|
)
|
|
373,610
|
|
|||||
General and administrative
|
|
170,438
|
|
|
30,041
|
|
|
140,397
|
|
|
(22,331
|
)
|
|
162,728
|
|
|||||
Depreciation
|
|
64,318
|
|
|
9,389
|
|
|
54,929
|
|
|
4,023
|
|
|
50,906
|
|
|||||
Amortization of acquired customer-based intangible assets
|
|
150,842
|
|
|
37,641
|
|
|
113,201
|
|
|
4,962
|
|
|
108,239
|
|
|||||
Special charges
|
|
63,618
|
|
|
28,772
|
|
|
34,846
|
|
|
22,023
|
|
|
12,823
|
|
|||||
Total operating expenses
|
|
$
|
1,175,734
|
|
|
$
|
294,069
|
|
|
$
|
881,665
|
|
|
$
|
(23,132
|
)
|
|
$
|
904,797
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
% of Total Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
12.3
|
%
|
|
|
|
10.6
|
%
|
|
|
|
10.6
|
%
|
|||||||
Sales and marketing
|
|
19.4
|
%
|
|
|
|
18.9
|
%
|
|
|
|
20.2
|
%
|
|||||||
General and administrative
|
|
7.4
|
%
|
|
|
|
7.7
|
%
|
|
|
|
8.8
|
%
|
|||||||
Depreciation
|
|
2.8
|
%
|
|
|
|
3.0
|
%
|
|
|
|
2.7
|
%
|
|||||||
Amortization of acquired customer-based intangible assets
|
|
6.6
|
%
|
|
|
|
6.2
|
%
|
|
|
|
5.8
|
%
|
|||||||
Special charges
|
|
2.8
|
%
|
|
|
|
1.9
|
%
|
|
|
|
0.7
|
%
|
|
|
Change between Fiscal
|
||||||
(In thousands)
|
|
2017 and 2016
|
|
2016 and 2015
|
||||
Payroll and payroll-related benefits
|
|
$
|
58,437
|
|
|
$
|
(696
|
)
|
Contract labour and consulting
|
|
9,535
|
|
|
(1,721
|
)
|
||
Share-based compensation
|
|
4,333
|
|
|
260
|
|
||
Travel and communication
|
|
549
|
|
|
(266
|
)
|
||
Facilities
|
|
12,203
|
|
|
151
|
|
||
Other miscellaneous
|
|
2,566
|
|
|
(162
|
)
|
||
Total year-over-year change in research and development expenses
|
|
$
|
87,623
|
|
|
$
|
(2,434
|
)
|
|
|
Change between Fiscal
|
||||||
(In thousands)
|
|
2017 and 2016
|
|
2016 and 2015
|
||||
Payroll and payroll-related benefits
|
|
$
|
63,973
|
|
|
$
|
(15,657
|
)
|
Commissions
|
|
22,762
|
|
|
(6,635
|
)
|
||
Contract labour and consulting
|
|
1,623
|
|
|
(303
|
)
|
||
Share-based compensation
|
|
(2,273
|
)
|
|
2,072
|
|
||
Travel and communication
|
|
4,628
|
|
|
(4,964
|
)
|
||
Marketing expenses
|
|
4,717
|
|
|
(3,307
|
)
|
||
Facilities
|
|
5,988
|
|
|
(786
|
)
|
||
Other miscellaneous
|
|
(815
|
)
|
|
205
|
|
||
Total year-over-year change in sales and marketing expenses
|
|
$
|
100,603
|
|
|
$
|
(29,375
|
)
|
|
|
Change between Fiscal
|
||||||
(In thousands)
|
|
2017 and 2016
|
|
2016 and 2015
|
||||
Payroll and payroll-related benefits
|
|
$
|
17,923
|
|
|
$
|
(9,688
|
)
|
Contract labour and consulting
|
|
4,879
|
|
|
1,036
|
|
||
Share-based compensation
|
|
2,188
|
|
|
1,239
|
|
||
Travel and communication
|
|
454
|
|
|
2,674
|
|
||
Facilities
|
|
1,333
|
|
|
(907
|
)
|
||
Other miscellaneous
|
|
3,264
|
|
|
(16,685
|
)
|
||
Total year-over-year change in general and administrative expenses
|
|
$
|
30,041
|
|
|
$
|
(22,331
|
)
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Depreciation
|
|
$
|
64,318
|
|
|
$
|
9,389
|
|
|
$
|
54,929
|
|
|
$
|
4,023
|
|
|
$
|
50,906
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Amortization of acquired customer-based intangible assets
|
|
$
|
150,842
|
|
|
$
|
37,641
|
|
|
$
|
113,201
|
|
|
$
|
4,962
|
|
|
$
|
108,239
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Special charges (recoveries)
|
|
$
|
63,618
|
|
|
$
|
28,772
|
|
|
$
|
34,846
|
|
|
$
|
22,023
|
|
|
$
|
12,823
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Other income (expense), net
|
|
$
|
15,743
|
|
|
$
|
17,166
|
|
|
$
|
(1,423
|
)
|
|
$
|
26,624
|
|
|
$
|
(28,047
|
)
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Interest and other related expense, net
|
|
$
|
119,124
|
|
|
$
|
42,761
|
|
|
$
|
76,363
|
|
|
$
|
21,743
|
|
|
$
|
54,620
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change increase (decrease)
|
|
2016
|
|
Change increase (decrease)
|
|
2015
|
||||||||||
Provision for (recovery of) income taxes
|
|
$
|
(776,364
|
)
|
|
$
|
(782,646
|
)
|
|
$
|
6,282
|
|
|
$
|
(25,356
|
)
|
|
$
|
31,638
|
|
|
Year Ended June 30, 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
|
$
|
300,255
|
|
|
$
|
(1,229
|
)
|
(1)
|
$
|
299,026
|
|
|
Customer support
|
122,753
|
|
|
(1,079
|
)
|
(1)
|
121,674
|
|
|
|||
Professional service and other
|
195,195
|
|
|
(1,451
|
)
|
(1)
|
193,744
|
|
|
|||
Amortization of acquired technology-based intangible assets
|
130,556
|
|
|
(130,556
|
)
|
(2)
|
—
|
|
|
|||
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) |
1,528,666
|
|
66.7%
|
134,315
|
|
(3)
|
1,662,981
|
|
72.6%
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Research and development
|
281,680
|
|
|
(7,149
|
)
|
(1)
|
274,531
|
|
|
|||
Sales and marketing
|
444,838
|
|
|
(9,680
|
)
|
(1)
|
435,158
|
|
|
|||
General and administrative
|
170,438
|
|
|
(9,919
|
)
|
(1)
|
160,519
|
|
|
|||
Amortization of acquired customer-based intangible assets
|
150,842
|
|
|
(150,842
|
)
|
(2)
|
—
|
|
|
|||
Special charges (recoveries)
|
63,618
|
|
|
(63,618
|
)
|
(4)
|
—
|
|
|
|||
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
|
352,932
|
|
15.4%
|
375,523
|
|
(5)
|
728,455
|
|
31.8%
|
|||
Other income (expense), net
|
15,743
|
|
|
(15,743
|
)
|
(6)
|
—
|
|
|
|||
Provision for (recovery of) income taxes
|
(776,364
|
)
|
|
867,764
|
|
(7)
|
91,400
|
|
|
|||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
|
1,025,659
|
|
|
(507,984
|
)
|
(8)
|
517,675
|
|
|
|||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
|
$
|
4.01
|
|
|
$
|
(1.99
|
)
|
(8)
|
$
|
2.02
|
|
|
(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 311% 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:
|
|
Year Ended June 30, 2017
|
|||||
|
|
Per share diluted
|
||||
GAAP-based net income, attributable to OpenText
|
$
|
1,025,659
|
|
$
|
4.01
|
|
Add:
|
|
|
||||
Amortization
|
281,398
|
|
1.10
|
|
||
Share-based compensation
|
30,507
|
|
0.12
|
|
||
Special charges (recoveries)
|
63,618
|
|
0.25
|
|
||
Other (income) expense, net
|
(15,743
|
)
|
(0.06
|
)
|
||
GAAP-based provision for (recovery of ) income taxes
|
(776,364
|
)
|
(3.03
|
)
|
||
Non-GAAP-based provision for income taxes
|
(91,400
|
)
|
(0.37
|
)
|
||
Non-GAAP-based net income, attributable to OpenText
|
$
|
517,675
|
|
$
|
2.02
|
|
|
Year Ended June 30, 2017
|
||
GAAP-based net income, attributable to OpenText
|
$
|
1,025,659
|
|
Add:
|
|
||
Provision for (recovery of) income taxes
|
(776,364
|
)
|
|
Interest and other related expense, net
|
119,124
|
|
|
Amortization of acquired technology-based intangible assets
|
130,556
|
|
|
Amortization of acquired customer-based intangible assets
|
150,842
|
|
|
Depreciation
|
64,318
|
|
|
Share-based compensation
|
30,507
|
|
|
Special charges (recoveries)
|
63,618
|
|
|
Other (income) expense, net
|
(15,743
|
)
|
|
Adjusted EBITDA
|
$
|
792,517
|
|
|
Year Ended June 30, 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
|
$
|
244,021
|
|
|
$
|
(953
|
)
|
(1)
|
$
|
243,068
|
|
|
Customer support
|
89,861
|
|
|
(900
|
)
|
(1)
|
88,961
|
|
|
|||
Professional service and other
|
155,584
|
|
|
(1,626
|
)
|
(1)
|
153,958
|
|
|
|||
Amortization of acquired technology-based intangible assets
|
74,238
|
|
|
(74,238
|
)
|
(2)
|
—
|
|
|
|||
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) |
1,250,228
|
|
68.5%
|
77,717
|
|
(3)
|
1,327,945
|
|
72.8%
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Research and development
|
194,057
|
|
|
(2,824
|
)
|
(1)
|
191,233
|
|
|
|||
Sales and marketing
|
344,235
|
|
|
(12,069
|
)
|
(1)
|
332,166
|
|
|
|||
General and administrative
|
140,397
|
|
|
(7,606
|
)
|
(1)
|
132,791
|
|
|
|||
Amortization of acquired customer-based intangible assets
|
113,201
|
|
|
(113,201
|
)
|
(2)
|
—
|
|
|
|||
Special charges (recoveries)
|
34,846
|
|
|
(34,846
|
)
|
(4)
|
—
|
|
|
|||
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
|
368,563
|
|
20.2%
|
248,263
|
|
(5)
|
616,826
|
|
33.8%
|
|||
Other income (expense), net
|
(1,423
|
)
|
|
1,423
|
|
(6)
|
—
|
|
|
|||
Provision for (recovery of) income taxes
|
6,282
|
|
|
101,793
|
|
(7)
|
108,075
|
|
|
|||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
|
284,477
|
|
|
147,893
|
|
(8)
|
432,370
|
|
|
|||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
|
$
|
1.17
|
|
|
$
|
0.60
|
|
(8)
|
$
|
1.77
|
|
|
(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 2% 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:
|
|
Year Ended June 30, 2016
|
|||||
|
|
Per share diluted
|
||||
GAAP-based net income, attributable to OpenText
|
$
|
284,477
|
|
$
|
1.17
|
|
Add:
|
|
|
||||
Amortization
|
187,439
|
|
0.77
|
|
||
Share-based compensation
|
25,978
|
|
0.10
|
|
||
Special charges (recoveries)
|
34,846
|
|
0.14
|
|
||
Other (income) expense, net
|
1,423
|
|
0.01
|
|
||
GAAP-based provision for (recovery of ) income taxes
|
6,282
|
|
0.03
|
|
||
Non-GAAP-based provision for income taxes
|
(108,075
|
)
|
(0.45
|
)
|
||
Non-GAAP-based net income, attributable to OpenText
|
$
|
432,370
|
|
$
|
1.77
|
|
|
Year Ended June 30, 2016
|
||
GAAP-based net income, attributable to OpenText
|
$
|
284,477
|
|
Add:
|
|
||
Provision for (recovery of) income taxes
|
6,282
|
|
|
Interest and other related expense, net
|
76,363
|
|
|
Amortization of acquired technology-based intangible assets
|
74,238
|
|
|
Amortization of acquired customer-based intangible assets
|
113,201
|
|
|
Depreciation
|
54,929
|
|
|
Share-based compensation
|
25,978
|
|
|
Special charges (recoveries)
|
34,846
|
|
|
Other (income) expense, net
|
1,423
|
|
|
Adjusted EBITDA
|
$
|
671,737
|
|
|
Year Ended June 30, 2015
|
|||||||||||
|
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
|
$
|
237,310
|
|
|
$
|
(833
|
)
|
(1)
|
$
|
236,477
|
|
|
Customer support
|
94,456
|
|
|
(832
|
)
|
(1)
|
93,624
|
|
|
|||
Professional service and other
|
172,742
|
|
|
(1,335
|
)
|
(1)
|
171,407
|
|
|
|||
Amortization of acquired technology-based intangible assets
|
81,002
|
|
|
(81,002
|
)
|
(2)
|
—
|
|
|
|||
GAAP-based gross profit and gross margin (%) /
Non-GAAP-based gross profit and gross margin (%) |
1,253,508
|
|
67.7%
|
84,002
|
|
(3)
|
1,337,510
|
|
72.2%
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Research and development
|
196,491
|
|
|
(2,496
|
)
|
(1)
|
193,995
|
|
|
|||
Sales and marketing
|
373,610
|
|
|
(9,095
|
)
|
(1)
|
364,515
|
|
|
|||
General and administrative
|
162,728
|
|
|
(7,456
|
)
|
(1)
|
155,272
|
|
|
|||
Amortization of acquired customer-based intangible assets
|
108,239
|
|
|
(108,239
|
)
|
(2)
|
—
|
|
|
|||
Special charges (recoveries)
|
12,823
|
|
|
(12,823
|
)
|
(4)
|
—
|
|
|
|||
GAAP-based income from operations and operating margin (%) / Non-GAAP-based income from operations and operating margin (%)
|
348,711
|
|
18.8%
|
224,111
|
|
(5)
|
572,822
|
|
30.9%
|
|||
Other income (expense), net
|
(28,047
|
)
|
|
28,047
|
|
(6)
|
—
|
|
|
|||
Provision for (recovery of) income taxes
|
31,638
|
|
|
61,559
|
|
(7)
|
93,197
|
|
|
|||
GAAP-based net income / Non-GAAP-based net income, attributable to OpenText
|
234,327
|
|
|
190,599
|
|
(8)
|
424,926
|
|
|
|||
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText
|
$
|
0.95
|
|
|
$
|
0.78
|
|
(8)
|
$
|
1.73
|
|
|
(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 12% and a Non-GAAP-based tax rate of 18%; 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 18%, 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:
|
|
Year Ended June 30, 2015
|
|||||
|
|
Per share diluted
|
||||
GAAP-based net income, attributable to OpenText
|
$
|
234,327
|
|
$
|
0.95
|
|
Add:
|
|
|
||||
Amortization
|
189,241
|
|
0.77
|
|
||
Share-based compensation
|
22,047
|
|
0.09
|
|
||
Special charges (recoveries)
|
12,823
|
|
0.05
|
|
||
Other (income) expense, net
|
28,047
|
|
0.11
|
|
||
GAAP-based provision for (recovery of ) income taxes
|
31,638
|
|
0.13
|
|
||
Non-GAAP-based provision for income taxes
|
(93,197
|
)
|
(0.37
|
)
|
||
Non-GAAP-based net income, attributable to OpenText
|
$
|
424,926
|
|
$
|
1.73
|
|
|
Year Ended June 30, 2015
|
||
GAAP-based net income, attributable to OpenText
|
$
|
234,327
|
|
Add:
|
|
||
Provision for (recovery of) income taxes
|
31,638
|
|
|
Interest and other related expense, net
|
54,620
|
|
|
Amortization of acquired technology-based intangible assets
|
81,002
|
|
|
Amortization of acquired customer-based intangible assets
|
108,239
|
|
|
Depreciation
|
50,906
|
|
|
Share-based compensation
|
22,047
|
|
|
Special charges (recoveries)
|
12,823
|
|
|
Other (income) expense, net
|
28,047
|
|
|
Adjusted EBITDA
|
$
|
623,649
|
|
(In thousands)
|
|
As of June 30, 2017
|
|
Change
increase (decrease)
|
|
As of June 30, 2016
|
|
Change
increase (decrease) |
|
As of June 30, 2015
|
||||||||||
Cash and cash equivalents
|
|
$
|
443,357
|
|
|
$
|
(840,400
|
)
|
|
$
|
1,283,757
|
|
|
$
|
583,758
|
|
|
$
|
699,999
|
|
Short-term investments
|
|
$
|
—
|
|
|
$
|
(11,839
|
)
|
|
$
|
11,839
|
|
|
$
|
(8,435
|
)
|
|
$
|
20,274
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
Change
|
|
2016
|
|
Change
|
|
2015
|
||||||||||
Cash provided by operating activities
|
|
$
|
439,253
|
|
|
$
|
(86,469
|
)
|
|
$
|
525,722
|
|
|
$
|
2,691
|
|
|
$
|
523,031
|
|
Cash used in investing activities
|
|
$
|
(2,190,964
|
)
|
|
$
|
(1,829,788
|
)
|
|
$
|
(361,176
|
)
|
|
$
|
37,219
|
|
|
$
|
(398,395
|
)
|
Cash provided by financing activities
|
|
$
|
909,544
|
|
|
$
|
479,380
|
|
|
$
|
430,164
|
|
|
$
|
259,559
|
|
|
$
|
170,605
|
|
|
Fiscal years ending June 30,
|
||||||||||
|
CDT
|
|
GXS GER
|
|
GXS PHP
|
||||||
2018
|
$
|
583
|
|
|
$
|
926
|
|
|
$
|
81
|
|
2019
|
645
|
|
|
953
|
|
|
150
|
|
|||
2020
|
695
|
|
|
960
|
|
|
116
|
|
|||
2021
|
785
|
|
|
1,001
|
|
|
157
|
|
|||
2022
|
864
|
|
|
1,011
|
|
|
354
|
|
|||
2023 to 2027
|
5,405
|
|
|
5,390
|
|
|
1,645
|
|
|||
Total
|
$
|
8,977
|
|
|
$
|
10,241
|
|
|
$
|
2,503
|
|
|
Payments due between
|
||||||||||||||||||
|
Total
|
|
July 1, 2017—
June 30, 2018 |
|
July 1, 2018—
June 30, 2020 |
|
July 1, 2020—
June 30, 2022 |
|
July 1, 2022
and beyond |
||||||||||
Long term debt obligations
(1)
|
$
|
3,406,707
|
|
|
$
|
304,928
|
|
|
$
|
254,990
|
|
|
$
|
952,039
|
|
|
$
|
1,894,750
|
|
Operating lease obligations
(2)
|
294,576
|
|
|
66,950
|
|
|
92,947
|
|
|
61,022
|
|
|
73,657
|
|
|||||
Purchase obligations
|
21,194
|
|
|
9,079
|
|
|
11,689
|
|
|
426
|
|
|
—
|
|
|||||
|
$
|
3,722,477
|
|
|
$
|
380,957
|
|
|
$
|
359,626
|
|
|
$
|
1,013,487
|
|
|
$
|
1,968,407
|
|
(In thousands)
|
|
U.S. Dollar
Equivalent at June 30, 2017 |
|
U.S. Dollar
Equivalent at June 30, 2016 |
||||
Euro
|
|
$
|
121,621
|
|
|
$
|
182,524
|
|
British Pound
|
|
30,425
|
|
|
29,572
|
|
||
Canadian Dollar
|
|
29,131
|
|
|
22,103
|
|
||
Swiss Franc
|
|
41,925
|
|
|
30,298
|
|
||
Other foreign currencies
|
|
87,144
|
|
|
72,107
|
|
||
Total cash and cash equivalents denominated in foreign currencies
|
|
310,246
|
|
|
336,604
|
|
||
U.S. dollar
|
|
133,111
|
|
|
947,153
|
|
||
Total cash and cash equivalents
|
|
$
|
443,357
|
|
|
$
|
1,283,757
|
|
Name
|
Age
|
Office and Position Currently Held With Company
|
Mark J. Barrenechea
|
52
|
Chief Executive Officer and Chief Technology Officer, Director
|
John M. Doolittle
|
53
|
Executive Vice President and Chief Financial Officer
|
Gordon A. Davies
|
55
|
Executive Vice President, Chief Legal Officer and Corporate Development
|
Prentiss Donohue
|
47
|
Senior Vice President, Professional Services
|
Simon Harrison
|
47
|
Senior Vice President, Enterprise Sales
|
Adam Howatson
|
35
|
Chief Marketing Officer
|
David Jamieson
|
52
|
Chief Information Officer
|
Aditya Maheshwari
|
43
|
Senior Vice President and Chief Accounting Officer
|
Muhi Majzoub
|
57
|
Executive Vice President, Engineering
|
James McGourlay
|
48
|
Senior Vice President, Global Technical Services
|
Douglas M. Parker
|
46
|
Senior Vice President, Corporate Development
|
Leslie Sarauer
|
55
|
Senior Vice President, Human Resources
|
George Schulze
|
61
|
Senior Vice President, Business Network Sales
|
Gary Weiss
|
50
|
Senior Vice President, GM Discovery and Analytics
|
P. Thomas Jenkins
|
57
|
Chairman of the Board
|
Randy Fowlie (2)(3)
|
57
|
Director
|
Gail E. Hamilton (2)
|
67
|
Director
|
Brian J. Jackman (1)
|
76
|
Director
|
Stephen J. Sadler
|
66
|
Director
|
Michael Slaunwhite (1)(3)
|
56
|
Director
|
Katharine B. Stevenson (2)
|
55
|
Director
|
Carl Jürgen Tinggren (2)
|
59
|
Director
|
Deborah Weinstein (1)(3)
|
57
|
Director
|
(1)
|
Member of the Compensation Committee.
|
(2)
|
Member of the Audit Committee.
|
(3)
|
Member of the Corporate Governance and Nominating Committee.
|
•
|
Mark J. Barrenechea - Chief Executive Officer and Chief Technology Officer (CEO)
|
•
|
John M. Doolittle - Executive Vice President and Chief Financial Officer (CFO)
|
•
|
Gordon A. Davies - Executive Vice President, Chief Legal Officer and Corporate Development
|
•
|
Muhi Majzoub - Executive Vice President, Engineering
|
•
|
George Schulze - Senior Vice President, Business Network Sales
|
•
|
Steve Murphy - former President
|
•
|
Executive Compensation Review
- The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context. This benchmarking may include a review of base salary, total cash compensation and total direct compensation. During Fiscal 2017, the Compensation Committee reviewed and approved an updated peer group.
|
•
|
CEO Compensation
- The Committee initiated a review of CEO compensation in consultation with its independent compensation consultant and recommended to the Board changes to such compensation.
|
•
|
Long-Term Incentive Plan
- The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled “Long Term Incentives”).
|
•
|
Strong link to business strategy
- Our short and long-term goals are reflected in our overall compensation program.
|
•
|
Pay for Performance
- We aim to reward sustained company performance and individual achievements by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets; and
|
•
|
Market relevant
- Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber. We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.
|
•
|
Attract and retain highly qualified executive officers who have a history of proven success;
|
•
|
Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;
|
•
|
Motivate and reward our high caliber executive team through competitive pay practices and an appropriate mix of short and long-term incentives;
|
•
|
Evaluate executive performance on the basis of key financial measurements which we believe closely correlate to long-term shareholder value; and
|
•
|
Tie compensation awards directly to key financial measurements with evaluations based on achieving and overachieving predetermined objectives.
|
General Description
|
Criteria Considered
|
Peer Group List
|
Global software and service providers that are similar in size, business complexity, and scope of operations to us.
|
Key metrics considered include revenue, market capitalization, number of employees, and net income.
Generally, organizations within our peer group are in a similar software/technology industry with similar revenues, market size and number of employees. |
Akamai Technologies, Inc.
CA Technologies
Cadence Design Systems, Inc.
Check Point Software Technologies Ltd.
Citrix Systems, Inc. Global Payments Inc. Nuance Communications, Inc. Pitney Bowes Inc.
Red Hat, Inc.
Sabre Corporation
Symantec Corporation
Synopsys, Inc. Teradata Corporation The Dun & Bradstreet Corporation |
•
|
Update our peer group in light of the substantial growth in scale that the Company has undergone since its previous peer group was established.
|
•
|
Understand the competitiveness of our current pay levels for each executive position relative to companies with similar revenues and business characteristics in our peer group;
|
•
|
Identify and understand gaps that may exist between our actual compensation levels and market compensation levels; and
|
•
|
Serve as a basis for developing salary adjustments and short-term and long-term incentive award programs for the Compensation Committee's approval.
|
•
|
Fixed pay;
|
•
|
Short-term incentives; and
|
•
|
Long-term incentives.
|
Named Executive Officer
|
Fixed Pay Percentage
(“Not At Risk”)
|
Short-Term Incentive
Percentage (at 100% target)
(“At Risk”)
|
Long-Term Incentive
Percentage (at 100% target)
(“At Risk”)
|
Mark J. Barrenechea
|
13%
|
16%
|
71%
|
John M. Doolittle
|
26%
|
27%
|
47%
|
Gordon A. Davies
|
20%
|
18%
|
62%
|
Muhi Majzoub
|
23%
|
21%
|
56%
|
George Schulze
|
39%
|
43%
|
18%
|
Steve Murphy
|
29%
|
29%
|
42%
|
•
|
Base salary;
|
•
|
Perquisites; and
|
•
|
Other benefits.
|
•
|
An annual executive medical physical examination;
|
•
|
A base allowance to cover expenses such as financial planning or health club memberships.
|
•
|
Medical health insurance;
|
•
|
Dental insurance;
|
•
|
Life insurance; and
|
•
|
Tax based retirement savings plans matching contributions.
|
Named Executive Officer
|
Total Target
Award |
Worldwide Revenues
|
Worldwide Adjusted Operating Income
|
Direct Sales Revenue
|
MCV
|
||
Mark J. Barrenechea
|
$
|
1,185,000
|
|
50%
|
50%
|
N/A
|
N/A
|
John M. Doolittle
|
$
|
446,612
|
|
50%
|
50%
|
N/A
|
N/A
|
Gordon A. Davies
|
$
|
285,958
|
|
50%
|
50%
|
N/A
|
N/A
|
Muhi Majzoub
|
$
|
324,500
|
|
50%
|
50%
|
N/A
|
N/A
|
George Schulze
|
$
|
475,000
|
|
N/A
|
N/A
|
50%
|
50%
|
Steve Murphy
|
$
|
600,000
|
|
50%
|
50%
|
N/A
|
N/A
|
Objectives (in millions)
|
Threshold Target
|
Target
|
Fiscal 2017
Actual (1) |
% Target Actually Achieved
|
% of Payment per Fiscal 2017 Payout Table
|
||||||||
Worldwide Revenues
|
$
|
2,081
|
|
$
|
2,312
|
|
$
|
2,307
|
|
99.8
|
%
|
100
|
%
|
Worldwide Adjusted Operating Income
|
$
|
638
|
|
$
|
709
|
|
$
|
741
|
|
104.5
|
%
|
225
|
%
|
Direct Sales Revenue
|
$
|
564
|
|
$
|
594
|
|
$
|
594
|
|
100.0
|
%
|
100
|
%
|
Direct Sales MCV
(2)
|
N/A
|
|
$
|
220
|
|
$
|
209
|
|
95.0
|
%
|
N/A
|
|
(1)
|
Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.
|
(2)
|
Direct sales MCV in this table is representative of achievement earned by Mr. Schulze and his direct sales team and is not representative of the total MCV achieved by the Company as a whole. Additionally, there is no threshold target for this performance measure. Payments under this performance measure are determined based on a graduated scale where every dollar MCV achieved results in a certain correlated performance payment. Additionally, because payments are based on a graduated scale, it is not meaningful to show a single percentage of payment per the Fiscal 2017 "MCV" payout table, as more than one percentage level could be applicable.
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Worldwide Revenues
|
$
|
592,500
|
|
$
|
88,875
|
|
$
|
592,500
|
|
100
|
%
|
Worldwide Adjusted Operating Income
|
$
|
592,500
|
|
$
|
88,875
|
|
$
|
1,333,125
|
|
225
|
%
|
Total
|
$
|
1,185,000
|
|
$
|
177,750
|
|
$
|
1,925,625
|
|
163
|
%
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Worldwide Revenues
|
$
|
223,306
|
|
$
|
33,496
|
|
$
|
223,306
|
|
100
|
%
|
Worldwide Adjusted Operating Income
|
$
|
223,306
|
|
$
|
33,496
|
|
$
|
502,438
|
|
225
|
%
|
Total
|
$
|
446,612
|
|
$
|
66,992
|
|
$
|
725,744
|
|
163
|
%
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Worldwide Revenues
|
$
|
142,979
|
|
$
|
21,447
|
|
$
|
142,979
|
|
100
|
%
|
Worldwide Adjusted Operating Income
|
$
|
142,979
|
|
$
|
21,447
|
|
$
|
321,702
|
|
225
|
%
|
Total
|
$
|
285,958
|
|
$
|
42,894
|
|
$
|
464,681
|
|
163
|
%
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Worldwide Revenues
|
$
|
162,250
|
|
$
|
24,338
|
|
$
|
162,250
|
|
100
|
%
|
Worldwide Adjusted Operating Income
|
$
|
162,250
|
|
$
|
24,338
|
|
$
|
365,063
|
|
225
|
%
|
Total
|
$
|
324,500
|
|
$
|
48,676
|
|
$
|
527,313
|
|
163
|
%
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Direct Sales Revenue
|
$
|
237,500
|
|
$
|
178,125
|
|
$
|
237,500
|
|
100
|
%
|
Direct Sales MCV
|
$
|
237,500
|
|
N/A
|
|
$
|
225,367
|
|
95
|
%
|
|
Total
|
$
|
475,000
|
|
N/A
|
|
$
|
462,867
|
|
97
|
%
|
Performance Measure:
|
Payable at
Target |
Payable at
Threshold |
Actual
Payable ($) |
Actual
Payable
(% of Target)
|
|||||||
Worldwide Revenues
|
$
|
300,000
|
|
$
|
45,000
|
|
$
|
238,846
|
|
80
|
%
|
Worldwide Adjusted Operating Income
|
$
|
300,000
|
|
$
|
45,000
|
|
$
|
268,846
|
|
90
|
%
|
Total
|
$
|
600,000
|
|
$
|
90,000
|
|
$
|
507,692
|
|
85
|
%
|
Vehicle
|
% of Total LTIP
|
Description
|
Vesting
|
Payout
|
Performance Share Units (PSU)
|
50% of LTIP target award value
|
The value of each PSU is equivalent to one Common Share. The number of PSUs granted is determined by converting the dollar value of the target award to PSUs, based on an average share price determined at time of Board grant. The number of PSUs to vest will be based on the Company’s total shareholder return (TSR) at the end of a three year period as compared to the TSR of companies comprising the constituents of the S&P MidCap400 Software and Services Index.
|
Cliff vesting in the third year following the determination by the Board that the performance criteria have been met.
|
Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board. We expect to settle these awards in Common Shares.
|
Restricted Share Units (RSU)
|
25% of LTIP target award value
|
The value of each RSU is equivalent to one Common Share. The number of RSUs granted is determined by converting the dollar value of the target award to RSUs, based on an average share price determined at time of Board grant.
|
Cliff vesting, generally three years after grant date.
|
Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board. We expect to settle these awards in Common Shares.
|
Stock Options
|
25% of LTIP target award value
|
The dollar value of the target award is converted to a number of options using a Black Scholes model. The exercise price is equal to the closing price of our Common Shares on the trading day preceding the date of grant.
|
Vesting is typically 25% on each of the first four anniversaries of grant date. Options expire seven years after the grant date.
|
Once vested, participants may exercise options for Common Shares.
|
Named Executive Officer
|
Performance Share Units
|
Restricted Share Units
|
Stock Options
|
Total
|
||||||||
Mark J. Barrenechea
|
$
|
2,565,000
|
|
$
|
1,282,500
|
|
$
|
1,282,500
|
|
$
|
5,130,000
|
|
John M. Doolittle
|
$
|
377,418
|
|
$
|
188,709
|
|
$
|
188,709
|
|
$
|
754,836
|
|
Gordon A. Davies
|
$
|
500,000
|
|
$
|
250,000
|
|
$
|
250,000
|
|
$
|
1,000,000
|
|
Muhi Majzoub
|
$
|
425,000
|
|
$
|
212,500
|
|
$
|
212,500
|
|
$
|
850,000
|
|
George Schulze
(1)
|
$
|
—
|
|
$
|
200,000
|
|
$
|
—
|
|
$
|
200,000
|
|
Steve Murphy
(2)
|
$
|
425,000
|
|
$
|
212,500
|
|
$
|
212,500
|
|
$
|
850,000
|
|
(1)
|
Given Mr. Schulze’s position within the organization at the time that the Fiscal 2019 LTIP grants were made, Mr. Schulze was not eligible for PSU or option awards granted under this plan and was only awarded RSUs.
|
(2)
|
As a result of his departure from the Company, the grants made to Mr. Murphy under Fiscal 2019 LTIP are not eligible for vesting.
|
Fiscal 2019 LTIP PSUs
|
|||||||||
Named Executive Officer
|
1.5% Achievement at June 30, 2019
|
100% Achievement
at June 30, 2019
|
150% Achievement
at June 30, 2019
|
||||||
Mark J. Barrenechea
|
$
|
39,362
|
|
$
|
2,624,128
|
|
$
|
3,936,192
|
|
John M. Doolittle
|
$
|
5,857
|
|
$
|
390,465
|
|
$
|
585,698
|
|
Gordon A. Davies
|
$
|
7,674
|
|
$
|
511,579
|
|
$
|
767,369
|
|
Muhi Majzoub
|
$
|
6,519
|
|
$
|
434,621
|
|
$
|
651,932
|
|
George Schulze
(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Steve Murphy
(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
(1)
|
Given Mr. Schulze’s position within the organization at the time that the Fiscal 2019 LTIP grants were made, Mr. Schulze was not eligible for PSU or option awards granted under this plan and was only awarded RSUs.
|
(2)
|
As a result of his departure from the Company, the grants made to Mr. Murphy under Fiscal 2019 LTIP are not eligible for vesting.
|
Fiscal 2019 LTIP RSUs
|
|
||
Named Executive Officer
|
Value at June 30, 2017
|
||
Mark J. Barrenechea
|
$
|
1,312,064
|
|
John M. Doolittle
|
$
|
194,917
|
|
Gordon A. Davies
|
$
|
255,474
|
|
Muhi Majzoub
|
$
|
217,626
|
|
George Schulze
|
$
|
204,379
|
|
Steve Murphy
(1)
|
N/A
|
|
(1)
|
As a result of his departure from the Company, the grants made to Mr. Murphy under Fiscal 2019 LTIP are not eligible for vesting.
|
Date
|
Number of Options to Vest
|
|
June 1, 2020
|
66,667
|
|
June 1, 2021
|
66,667
|
|
June 1, 2022
|
66,666
|
|
CEO
|
4x base salary
|
Other senior management
|
1x base salary
|
Non-management director
|
3x annual retainer
|
|
Fiscal
Year
|
Salary
($) |
Bonus
($)
|
Stock
Awards ($) (1) |
Option
Awards ($) (2) |
Non-Equity
Incentive Plan Compensation ($) (3) |
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation ($) (4) |
Total ($)
|
||||||||||||||
Mark J. Barrenechea
|
2017
|
$
|
945,000
|
|
—
|
|
$
|
3,233,360
|
|
$
|
5,821,023
|
|
$
|
1,925,625
|
|
N/A
|
$
|
13,926
|
|
(5)
|
$
|
11,938,934
|
|
Chief Executive Officer and Chief Technology Officer
|
2016
|
$
|
945,000
|
|
—
|
|
$
|
3,658,934
|
|
$
|
1,283,437
|
|
$
|
923,738
|
|
N/A
|
$
|
22,082
|
|
(6)
|
$
|
6,833,191
|
|
|
2015
|
$
|
847,000
|
|
—
|
|
$
|
4,578,866
|
|
$
|
8,923,671
|
|
$
|
1,115,100
|
|
N/A
|
$
|
38,352
|
|
(6)
|
$
|
15,502,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
John M. Doolittle
|
2017
|
$
|
415,160
|
|
—
|
|
$
|
480,818
|
|
$
|
190,968
|
|
$
|
725,744
|
|
N/A
|
$
|
10,133
|
|
(7)
|
$
|
1,822,823
|
|
EVP, Chief Financial Officer
|
2016
|
$
|
377,655
|
|
—
|
|
$
|
560,347
|
|
$
|
196,449
|
|
$
|
295,326
|
|
N/A
|
$
|
14,424
|
|
(6)
|
$
|
1,444,201
|
|
|
2015
|
$
|
351,294
|
|
—
|
|
$
|
1,233,432
|
|
$
|
2,379,500
|
|
$
|
339,334
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
4,303,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gordon A. Davies
|
2017
|
$
|
314,012
|
|
—
|
|
$
|
630,050
|
|
$
|
250,270
|
|
$
|
464,681
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
1,659,013
|
|
EVP, Chief Legal Officer and Corporate Development
|
2016
|
$
|
314,209
|
|
—
|
|
$
|
713,431
|
|
$
|
250,169
|
|
$
|
214,850
|
|
N/A
|
$
|
15,276
|
|
(6)
|
$
|
1,507,935
|
|
|
2015
|
$
|
358,889
|
|
—
|
|
$
|
636,878
|
|
$
|
202,466
|
|
$
|
296,238
|
|
N/A
|
$
|
17,774
|
|
(6)
|
$
|
1,512,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Muhi Majzoub
|
2017
|
$
|
356,000
|
|
—
|
|
$
|
535,825
|
|
$
|
212,651
|
|
$
|
527,313
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
1,631,789
|
|
EVP, Engineering
|
2016
|
$
|
356,000
|
|
—
|
|
$
|
606,276
|
|
$
|
212,632
|
|
$
|
243,398
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
1,418,306
|
|
|
2015
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
(9)
|
N/A
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
George Schulze
|
2017
|
$
|
425,000
|
|
—
|
|
$
|
194,238
|
|
N/A
|
|
$
|
462,867
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
1,082,105
|
|
|
Senior Vice President, Business Network Sales
|
2016
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
(9)
|
N/A
|
|
||||||
|
2015
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
(9)
|
N/A
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Steve Murphy
(10)
|
2017
|
$
|
513,636
|
|
—
|
|
$
|
535,825
|
|
$
|
212,651
|
|
$
|
507,692
|
|
N/A
|
$
|
205,283
|
|
(11)
|
$
|
1,975,087
|
|
Former President
|
2016
|
$
|
297,727
|
|
—
|
|
$
|
1,579,641
|
|
$
|
1,834,275
|
|
$
|
300,000
|
|
N/A
|
$
|
—
|
|
(8)
|
$
|
4,011,643
|
|
|
2015
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
N/A
|
|
(9)
|
N/A
|
|
(1)
|
Performance Share Units (PSUs) and Restricted Share Units (RSUs) were granted pursuant to the Fiscal 2019 LTIP and other non- LTIP related grants. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section “Fiscal 2019 LTIP”. For a discussion of the assumptions used in these valuations, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2017” table below.
|
(2)
|
Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
|
(3)
|
The amounts set forth in this column for Fiscal 2017 represent payments under the short-term incentive plan.
|
(4)
|
Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations; (ii) car allowances, (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.
|
(5)
|
Represents amounts we paid or reimbursed for Tax, Financial, and Estate Planning.
|
(6)
|
For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2016 and June 30, 2015.
|
(7)
|
Represents amounts we paid or reimbursed for:
|
(8)
|
The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.
|
(9)
|
The executive officer was not a Named Executive Officer during the fiscal year, and, therefore compensation details have been excluded.
|
(10)
|
The amounts set forth for Mr. Murphy represent a prorated amount based on Mr. Murphy's employment with the Company until his departure in May 2017.
|
(11)
|
Represents amounts we paid or reimbursed for:
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
All Other Option
Awards: Number
of Securities
Underlying
(2)
|
Exercise or
Base Price of Option Awards |
Grant
Date Fair Value of Options (3) |
|||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Options
(#)
|
($/share)
|
Awards ($)
|
|||||||||||
Mark J. Barrenechea
|
July 29, 2016
|
$
|
177,750
|
|
$
|
1,185,000
|
|
$
|
3,555,000
|
|
196,560
|
|
$
|
29.75
|
|
$
|
1,283,743
|
|
|
June 1, 2017
|
|
|
|
600,000
|
|
$
|
32.63
|
|
$
|
4,537,280
|
|
||||||
John M. Doolittle
|
July 29, 2016
|
$
|
66,992
|
|
$
|
446,612
|
|
$
|
1,339,836
|
|
29,240
|
|
$
|
29.75
|
|
$
|
190,968
|
|
Gordon A. Davies
|
July 29, 2016
|
$
|
42,894
|
|
$
|
285,958
|
|
$
|
857,874
|
|
38,320
|
|
$
|
29.75
|
|
$
|
250,270
|
|
Muhi Majzoub
|
July 29, 2016
|
$
|
48,676
|
|
$
|
324,500
|
|
$
|
973,500
|
|
32,560
|
|
$
|
29.75
|
|
$
|
212,651
|
|
George Schulze
(6)
|
N/A
|
N/A
|
|
$
|
475,000
|
|
N/A
|
|
—
|
|
N/A
|
|
N/A
|
|
||||
Steve Murphy
|
July 29, 2016
|
$
|
90,000
|
|
$
|
600,000
|
|
$
|
1,800,000
|
|
32,560
|
|
$
|
29.75
|
|
$
|
212,651
|
|
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
(4)
|
All Other Stock
Awards: Number
of Securities
Underlying
(5)
|
Grant
Date Fair Value of Stock (3) |
|||||||||
Name
|
Grant Date
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Stock
(#)
|
Awards ($)
|
|||||||
Mark J. Barrenechea
|
August 14, 2016
|
1,248
|
|
83,200
|
|
124,800
|
|
41,600
|
|
|
$
|
3,233,360
|
|
John M. Doolittle
|
August 14, 2016
|
186
|
|
12,380
|
|
18,570
|
|
6,180
|
|
|
$
|
480,818
|
|
Gordon A. Davies
|
August 14, 2016
|
243
|
|
16,220
|
|
24,330
|
|
8,100
|
|
|
$
|
630,050
|
|
Muhi Majzoub
|
August 14, 2016
|
207
|
|
13,780
|
|
20,670
|
|
6,900
|
|
|
$
|
535,825
|
|
George Schulze
(6)
|
August 14, 2016
|
—
|
|
—
|
|
—
|
|
6,480
|
|
|
$
|
194,238
|
|
Steve Murphy
(7)
|
August 14, 2016
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
N/A
|
|
(1)
|
Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2017. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Short-Term Incentives” above.
|
(2)
|
For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives” above.
|
(3)
|
Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
|
(4)
|
Represents the threshold, target and maximum estimated payouts under our Fiscal 2019 LTIP PSUs. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2019 LTIP” above.
|
(5)
|
Represents the estimated payouts under our Fiscal 2019 LTIP RSUs and other non-LTIP related RSUs granted in Fiscal 2017. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2019 LTIP” above.
|
(6)
|
Mr. Schulze is evaluated on (i) direct sales revenue and (ii) direct sales MCV. With respect to direct sales MCV, there is no threshold or maximum level of payment. Mr. Schulze was awarded RSUs only, as he was previously a direct report of Mr. Murphy, who is now no longer with the Company. Given Mr. Schulze’s position within the organization at the time that the Fiscal 2019 LTIP grants were made, Mr. Schulze was not eligible for PSU or option awards granted under this plan.
|
(7)
|
As a result of his departure from the Company, the grants made to Mr. Murphy under Fiscal 2019 LTIP are not eligible for vesting.
|
|
|
Option Awards
(1)
|
|
|
Stock Awards
|
||||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Non-
exercisable
|
Option
Exercise
Price ($)
|
Option Expiration
Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
(2)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
(2)
|
Equity Incentive
Plan Awards:
Number of
unearned
shares,
units or other
rights that have
not vested
(#)
(3)
|
Equity Incentive
Plan Awards:
Market or
payout value of unearned
shares,
units or other
rights that have not vested ($)
(3)
|
||||||||||
Mark J. Barrenechea
|
February 3, 2012
|
1,330,246
|
|
—
|
|
$
|
15.09
|
|
February 3, 2019
|
|
|
|
|
||||||
|
May 3, 2012
|
200,000
|
|
—
|
|
$
|
13.11
|
|
May 3, 2019
|
|
|
|
|
||||||
|
November 2, 2012
|
90,738
|
|
—
|
|
$
|
13.19
|
|
November 2, 2019
|
|
|
|
|
||||||
|
August 2, 2013
|
101,406
|
|
33,802
|
|
$
|
16.58
|
|
August 2, 2020
|
|
|
|
|
||||||
|
August 1, 2014
|
63,872
|
|
63,868
|
|
$
|
27.83
|
|
August 1, 2021
|
|
|
|
|
||||||
|
January 29, 2015
|
—
|
|
400,000
|
|
$
|
27.09
|
|
January 29, 2022
|
|
|
|
|
||||||
|
January 29, 2015
|
—
|
|
800,000
|
|
$
|
27.09
|
|
January 29, 2022
|
|
|
|
|
||||||
|
July 31, 2015
|
57,100
|
|
171,300
|
|
$
|
22.87
|
|
July 31, 2022
|
|
|
|
|
||||||
|
July 29, 2016
|
—
|
|
196,560
|
|
$
|
29.75
|
|
July 29, 2023
|
|
|
|
|
||||||
|
June 1, 2017
|
—
|
|
600,000
|
|
$
|
32.63
|
|
June 1, 2024
|
|
|
|
|
||||||
|
September 4, 2014
|
|
|
|
|
36,640
|
|
$
|
1,155,626
|
|
|
|
|||||||
|
September 4, 2014
|
|
|
|
|
|
|
73,300
|
|
$
|
2,311,882
|
|
|||||||
|
January 29, 2015
|
|
|
|
|
20,000
|
|
$
|
630,800
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
65,820
|
|
$
|
2,075,963
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
|
|
131,640
|
|
$
|
4,151,926
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
41,600
|
|
$
|
1,312,064
|
|
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
|
|
83,200
|
|
$
|
2,624,128
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
John M. Doolittle
|
September 8, 2014
|
150,000
|
|
150,000
|
|
$
|
28.65
|
|
September 8, 2021
|
|
|
|
|
||||||
|
September 8, 2014
|
13,832
|
|
13,828
|
|
$
|
28.65
|
|
September 8, 2021
|
|
|
|
|
||||||
|
July 31, 2015
|
8,740
|
|
26,220
|
|
$
|
22.87
|
|
July 31, 2022
|
|
|
|
|
||||||
|
July 29, 2016
|
—
|
|
29,240
|
|
$
|
29.75
|
|
July 29, 2023
|
|
|
|
|
||||||
|
September 8, 2014
|
|
|
|
|
8,332
|
|
$
|
262,791
|
|
|
|
|||||||
|
September 8, 2014
|
|
|
|
|
7,060
|
|
$
|
222,672
|
|
|
|
|||||||
|
September 8, 2014
|
|
|
|
|
|
|
14,100
|
|
$
|
444,714
|
|
|
August 23, 2015
|
|
|
|
|
10,080
|
|
$
|
317,923
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
|
|
20,160
|
|
$
|
635,846
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
6,180
|
|
$
|
194,917
|
|
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
|
|
12,380
|
|
$
|
390,465
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gordon A. Davies
|
August 2, 2013
|
—
|
|
8,072
|
|
$
|
16.58
|
|
August 2, 2020
|
|
|
|
|
||||||
|
August 1, 2014
|
—
|
|
14,308
|
|
$
|
27.83
|
|
August 1, 2021
|
|
|
|
|
||||||
|
July 31, 2015
|
—
|
|
33,390
|
|
$
|
22.87
|
|
July 31, 2022
|
|
|
|
|
||||||
|
July 29, 2016
|
—
|
|
38,320
|
|
$
|
29.75
|
|
July 29, 2023
|
|
|
|
|
||||||
|
September 4, 2014
|
|
|
|
|
8,220
|
|
$
|
259,259
|
|
|
|
|||||||
|
September 4, 2014
|
|
|
|
|
|
|
16,420
|
|
$
|
517,887
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
12,840
|
|
$
|
404,974
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
|
|
25,660
|
|
$
|
809,316
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
8,100
|
|
$
|
255,474
|
|
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
|
|
16,220
|
|
$
|
511,579
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Muhi Majzoub
|
June 11, 2012
|
100,000
|
|
—
|
|
$
|
11.68
|
|
June 11, 2019
|
|
|
|
|
||||||
|
November 2, 2012
|
18,788
|
|
—
|
|
$
|
13.19
|
|
November 2, 2019
|
|
|
|
|
||||||
|
August 2, 2013
|
15,748
|
|
5,248
|
|
$
|
16.58
|
|
August 2, 2020
|
|
|
|
|
||||||
|
August 1, 2014
|
11,572
|
|
11,568
|
|
$
|
27.83
|
|
August 1, 2021
|
|
|
|
|
||||||
|
July 31, 2015
|
9,460
|
|
28,380
|
|
$
|
22.87
|
|
July 31, 2022
|
|
|
|
|
||||||
|
July 29, 2016
|
—
|
|
32,560
|
|
$
|
29.75
|
|
July 29, 2023
|
|
|
|
|
||||||
|
September 4, 2014
|
|
|
|
|
6,640
|
|
$
|
209,426
|
|
|
|
|||||||
|
September 4, 2014
|
|
|
|
|
|
|
13,280
|
|
$
|
418,851
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
10,900
|
|
$
|
343,786
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
|
|
21,820
|
|
$
|
688,203
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
6,900
|
|
$
|
217,626
|
|
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
|
|
13,780
|
|
$
|
434,621
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
George Schulze
|
January 27, 2014
|
90,000
|
|
30,000
|
|
$
|
25.04
|
|
January 27, 2021
|
|
|
|
|
||||||
|
September 4, 2014
|
|
|
|
|
8,210
|
|
$
|
256,105
|
|
|
|
|||||||
|
August 23, 2015
|
|
|
|
|
10,260
|
|
$
|
323,600
|
|
|
|
|||||||
|
August 14, 2016
|
|
|
|
|
6,480
|
|
$
|
204,379
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Steve Murphy
|
February 11, 2016
|
|
|
|
|
|
|
11,076
|
|
$
|
349,337
|
|
(1)
|
Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of 1,200,000 options granted to the CEO in Fiscal 2015 and 600,000 options granted to the CEO in Fiscal 2017. For additional detail, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO” above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2015.
|
(2)
|
Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2017, Fiscal 2018, and Fiscal 2019 LTIPs and other RSU grants, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives". These amounts illustrate the market value as of June 30, 2017 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of
$31.54
.
|
(3)
|
Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2017, Fiscal 2018, and Fiscal 2019 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives", and the market value as of June 30, 2017 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of
$31.54
.
|
|
|
Option Awards
|
Stock Awards
(3)
|
|||||||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized on
Exercise
(1)
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on Vesting
(2)
($)
|
||||||
Mark J. Barrenechea
|
—
|
|
$
|
—
|
|
129,020
|
|
$
|
4,257,483
|
|
John M. Doolittle
|
—
|
|
$
|
—
|
|
8,334
|
|
$
|
264,354
|
|
Gordon A. Davies
|
63,270
|
|
$
|
871,641
|
|
26,044
|
|
$
|
850,857
|
|
Muhi Majzoub
|
40,000
|
|
$
|
891,400
|
|
16,928
|
|
$
|
553,038
|
|
George Schulze
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
Steve Murphy
|
84,840
|
|
$
|
836,098
|
|
40,000
|
|
$
|
1,328,400
|
|
(1)
|
“Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.
|
(2)
|
“Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.
|
(3)
|
Relates to (i) the vesting of PSUs and RSUs under our Fiscal 2016 LTIP, and (ii) the vesting of RSUs for Messrs. Barrenechea, Doolittle and Murphy in accordance with the terms of their respective contractual agreements.
|
•
|
If the Named Executive Officer is terminated without cause; and
|
•
|
If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the Named Executive Officer.
|
•
|
The failure by the Named Executive Officer to attempt in good faith to perform his duties, other than as a result of a physical or mental illness or injury;
|
•
|
The Named Executive Officer's willful misconduct or gross negligence of a material nature in connection with the performance of his duties which is or could reasonably be expected to be injurious to the Company;
|
•
|
The breach by the Named Executive Officer of his fiduciary duty or duty of loyalty to the Company;
|
•
|
The Named Executive Officer's intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;
|
•
|
The willful performance by the Named Executive Officer of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;
|
•
|
The indictment of the Named Executive Officer or a plea of guilty or nolo contender to a felony or other serious crime involving moral turpitude;
|
•
|
The material breach by the Named Executive Officer of any obligation material to his employment relationship with the Company; or
|
•
|
The material breach by the Named Executive Officer of the Company's policies and procedures which breach causes or could reasonably be expected to cause harm to the Company;
|
•
|
The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;
|
•
|
The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company;
|
•
|
Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or
|
•
|
Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period.
|
•
|
A material diminution in the duties and responsibilities of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;
|
•
|
A material reduction to the Named Executive Officer's compensation, other than a similar reduction to the compensation of similarly situated executive officers;
|
•
|
A relocation of the Named Executive Officer's primary work location by more than fifty miles;
|
•
|
A reduction in the title or position of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers;
|
|
No change in control
|
||||||
|
Base
|
Short term incentives
(1)
|
LTIP
(2)
|
Non-LTIP RSUs
|
Options
(3)
|
Employee and Medical Benefits
(4)
|
|
Mark J. Barrenechea
|
Termination without cause or Change in relationship
|
24 months
|
24 months
|
Prorated
|
100% Vested
|
Vested
|
24 months
(5)
|
John M. Doolittle
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
Prorated
|
100% Vested
|
Vested
|
12 months
|
Gordon A. Davies
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
Prorated
|
N/A
|
Vested
|
12 months
|
Muhi Majzoub
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
Prorated
|
N/A
|
Vested
|
12 months
|
George Schulze
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
Prorated
|
N/A
|
Vested
|
12 months
|
Steve Murphy
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
Prorated
|
100% Vested
|
Vested
|
12 months
|
(1)
|
Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.
|
(2)
|
LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38 month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.
|
(3)
|
Already vested as of termination date with no acceleration of unvested options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.
|
(4)
|
Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.
|
(5)
|
In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.
|
|
Within 12 Months of a Change in Control
|
||||||
|
Base
|
Short term incentives
(1)
|
LTIP
|
Non-LTIP RSUs
|
Options
(2)
|
Employee and Medical Benefits
(3)
|
|
Mark J. Barrenechea
|
Termination without cause or Change in relationship
|
24 months
|
24 months
|
100% Vested
|
100% Vested
|
100% Vested
|
24 months
(4)
|
John M. Doolittle
|
Termination without cause or Change in relationship
|
24 months
|
24 months
|
100% Vested
|
100% Vested
|
100% Vested
|
24 months
|
Gordon A. Davies
|
Termination without cause or Change in relationship
|
24 months
|
24 months
|
100% Vested
|
N/A
|
100% Vested
|
24 months
|
Muhi Majzoub
|
Termination without cause or Change in relationship
|
24 months
|
24 months
|
100% Vested
|
N/A
|
100% Vested
|
24 months
|
George Schulze
|
Termination without cause or Change in relationship
|
12 months
|
12 months
|
100% Vested
|
N/A
|
24 months continued vesting
|
12 months
|
(1)
|
Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.
|
(2)
|
For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.
|
(3)
|
Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.
|
(4)
|
In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.
|
•
|
Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, as of June 30, 2017, of
0.754836
; and
|
•
|
The salary and incentive payments are calculated based on the amounts of salary and incentive payments which were payable to each Named Executive Officer as of June 30, 2017; and
|
•
|
Payments under the LTIPs are calculated as though 100% of Fiscal 2019 LTIP (granted in Fiscal 2017), Fiscal 2018 LTIP (granted in Fiscal 2016), and Fiscal 2017 LTIP (granted in Fiscal 2015) have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.
|
Named Executive Officer
|
Salary
($)
|
Short-term
Incentive
Payment
($)
|
Gain on Vesting of LTIP and Non-LTIP RSUs
($)
|
Gain on
Vesting of
Stock Options
($)
|
Employee
Benefits
($)
|
Total
($)
|
||||||||||||||
Mark J. Barrenechea
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
1,890,000
|
|
$
|
2,370,000
|
|
$
|
7,849,210
|
|
$
|
—
|
|
$
|
27,852
|
|
(2)
|
$
|
12,137,062
|
|
|
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control
|
$
|
1,890,000
|
|
$
|
2,370,000
|
|
$
|
14,262,388
|
|
$
|
7,919,642
|
|
$
|
27,852
|
|
|
$
|
26,469,882
|
|
John M. Doolittle
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
415,160
|
|
$
|
446,611
|
|
$
|
1,497,433
|
|
$
|
—
|
|
$
|
17,131
|
|
|
$
|
2,376,335
|
|
|
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control
|
$
|
830,320
|
|
$
|
893,223
|
|
$
|
2,469,330
|
|
$
|
753,130
|
|
$
|
34,262
|
|
|
$
|
4,980,265
|
|
Gordon A. Davies
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
314,012
|
|
$
|
285,957
|
|
$
|
1,503,163
|
|
$
|
—
|
|
$
|
16,745
|
|
|
$
|
2,119,877
|
|
|
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control
|
$
|
628,024
|
|
$
|
571,914
|
|
$
|
2,758,488
|
|
$
|
532,334
|
|
$
|
33,490
|
|
|
$
|
4,524,250
|
|
Muhi Majzoub
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
356,000
|
|
$
|
324,500
|
|
$
|
1,246,992
|
|
$
|
—
|
|
$
|
11,402
|
|
|
$
|
1,938,894
|
|
|
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control
|
$
|
712,000
|
|
$
|
649,000
|
|
$
|
2,312,513
|
|
$
|
426,114
|
|
$
|
22,804
|
|
|
$
|
4,122,431
|
|
George Schulze
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
425,000
|
|
$
|
475,000
|
|
$
|
447,005
|
|
$
|
—
|
|
$
|
3,564
|
|
|
$
|
1,350,569
|
|
|
Termination Without Cause / Change in Relationship, within 12 months following a Change in Control
|
$
|
425,000
|
|
$
|
475,000
|
|
$
|
784,084
|
|
$
|
195,000
|
|
$
|
3,564
|
|
|
$
|
1,882,648
|
|
Steve Murphy
(1)
|
Termination Without Cause / Change in Relationship with no Change in Control
|
$
|
600,000
|
|
$
|
657,692
|
|
$
|
743,834
|
|
$
|
—
|
|
$
|
2,136
|
|
|
$
|
2,003,662
|
|
(1)
|
The amounts set forth for Mr. Murphy represent the actual amounts to be paid as a result of his departure from the Company on May 8, 2017, in accordance with his termination agreement.
|
(2)
|
In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.
|
|
Fees Earned or
Paid in Cash
($)
(1)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension Value and Non-qualified
Deferred Compensation
Earnings
($)
|
All Other
Compensation
($)
|
|
Total
($) |
||||||||||||
P. Thomas Jenkins
(3)
|
$
|
—
|
|
$
|
564,838
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
564,838
|
|
Randy Fowlie
(4)
|
$
|
63,750
|
|
$
|
320,000
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
383,750
|
|
Gail E. Hamilton
(5)
|
$
|
87,000
|
|
$
|
249,746
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
336,746
|
|
Brian J. Jackman
(6)
|
$
|
77,000
|
|
$
|
244,820
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
321,820
|
|
Stephen J. Sadler
(7)
|
$
|
2,000
|
|
$
|
311,385
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
785,470
|
|
(12)
|
$
|
1,098,855
|
|
Michael Slaunwhite
(8)
|
$
|
8,750
|
|
$
|
346,404
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
355,154
|
|
Katharine B. Stevenson
(9)
|
$
|
—
|
|
$
|
339,038
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
339,038
|
|
Carl Jurgen Tinggren
(10)
|
$
|
47,500
|
|
$
|
131,766
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
179,266
|
|
Deborah Weinstein
(11)
|
$
|
—
|
|
$
|
349,486
|
|
$
|
—
|
|
$
|
—
|
|
N/A
|
$
|
—
|
|
|
$
|
349,486
|
|
(1)
|
Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan became effective February 2, 2010, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.
|
(2)
|
The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements. In Fiscal 2017, Messrs. Jenkins, Fowlie, Jackman, Sadler, and Slaunwhite and Mses. Hamilton, Stevenson and Weinstein received 18,323, 10,309, 7,894, 10,031, 11,122, 8,047, 10,894, and 11,219 DSUs, respectively.
|
(3)
|
As of June 30, 2017, Mr. Jenkins holds no options and 75,153 DSUs. Mr. Jenkins serves as Chairman of the Board.
|
(4)
|
As of June 30, 2017, Mr. Fowlie holds no options and 68,869 DSUs.
|
(5)
|
As of June 30, 2017, Ms. Hamilton holds no options and 54,441 DSUs.
|
(6)
|
As of June 30, 2017, Mr. Jackman holds 22,000 options and 44,048 DSUs.
|
(7)
|
As of June 30, 2017, Mr. Sadler holds no options and 63,753 DSUs.
|
(8)
|
As of June 30, 2017, Mr. Slaunwhite holds no options and 79,522 DSUs.
|
(9)
|
As of June 30, 2017, Ms. Stevenson holds no options and 61,272 DSUs.
|
(10)
|
As of June 30, 2017, Mr. Tinggren holds no options and 3,841 DSUs.
|
(11)
|
As of June 30, 2017, Ms. Weinstein holds no options and 74,965 DSUs.
|
(12)
|
During Fiscal 2017, Mr. Sadler received $785,470 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Common
Shares Outstanding
|
|
Caisse de Depot et Placement du Quebec (1)
1000 Place Jean-Paul Riopelle, Montreal H2Z 2B3 |
17,556,800
|
|
6.65%
|
Jarislowsky, Fraser Ltd. (1)
1010 Sherbrooke St. West, Montreal QC H3A 2R7
|
17,149,056
|
|
6.49%
|
FMR LLC (1)
245 Summer Street, Boston, Massachusetts 02210 |
13,630,775
|
|
5.16%
|
P. Thomas Jenkins (2)
|
4,263,595
|
|
1.59%
|
Mark J. Barrenechea (3)
|
2,261,700
|
|
*
|
Michael Slaunwhite (4)
|
506,172
|
|
*
|
Randy Fowlie (5)
|
289,519
|
|
*
|
Muhi Majzoub (6)
|
232,584
|
|
*
|
Stephen J. Sadler (7)
|
207,203
|
|
*
|
John M. Doolittle (8)
|
196,744
|
|
*
|
Brian J. Jackman (9)
|
131,898
|
|
*
|
Katharine B. Stevenson (10)
|
110,912
|
|
*
|
George Schulze (11)
|
90,000
|
|
*
|
Deborah Weinstein (12)
|
88,415
|
|
*
|
Gordon A. Davies (13)
|
81,106
|
|
*
|
Gail E. Hamilton (14)
|
61,891
|
|
*
|
Carl Jürgen Tinggren (15)
|
3,841
|
|
*
|
All executive officers and directors as a group (16)
|
8,922,030
|
|
3.34%
|
*
|
Less than 1%
|
(1)
|
Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC. The percentage of Common Shares outstanding is calculated using the total shares outstanding as of
June 30, 2017
.
|
(2)
|
Includes 4,198,104 Common Shares owned, and 65,491 deferred stock units (DSUs) which are exercisable.
|
(3)
|
Includes 246,362 Common Shares owned, 1,843,362 options which are exercisable, and 171,976 options which will become exercisable within 60 days of
June 30, 2017
.
|
(4)
|
Includes 433,200 Common Shares owned, and 72,972 DSUs which are exercisable.
|
(5)
|
Includes 227,200 Common Shares owned, and 62,319 DSUs which are exercisable.
|
(6)
|
Includes 48,384 Common Shares owned, 155,568 options which are exercisable, and 28,632 options which will become exercisable within 60 days of
June 30, 2017
.
|
(7)
|
Includes 150,000 Common Shares owned and 57,203 DSUs which are exercisable.
|
(8)
|
Includes 8,122 Common Shares owned, 172,572 options which are exercisable, and 16,050 options which will become exercisable within 60 days of
June 30, 2017
.
|
(9)
|
Includes 72,400 Common Shares owned, 22,000 options which are exercisable, and 37,498 DSUs which are exercisable.
|
(10)
|
Includes 56,190 Common Shares owned, and 54,722 DSUs which are exercisable.
|
(11)
|
Includes 90,000 options which are exercisable.
|
(12)
|
Includes 20,000 Common Shares owned, and 68,415 DSUs which are exercisable.
|
(13)
|
Includes 45,170 Common Shares owned, and 35,936 options which will become exercisable within 60 days of
June 30, 2017
.
|
(14)
|
Includes 14,000 Common Shares owned, and 47,891 DSUs which are exercisable.
|
(15)
|
Includes 3,841 DSUs which are exercisable.
|
(16)
|
Includes 5,566,256 Common Shares owned, 2,574,856 options which are exercisable, and 310,566 options which will become exercisable within 60 days of
June 30, 2017
, and 470,352 DSUs which are exercisable.
|
Plan Category
|
Number of securities
to be issued upon exercise
of outstanding options,
warrants, and rights
|
Weighted average
exercise price
of outstanding options,
warrants, and rights
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column a)
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security holders:
|
8,977,830
|
$24.57
|
11,864,002
|
Equity compensation plans not approved by security holders :
|
|
|
|
Under deferred stock unit awards
|
525,864
|
N/A
|
—
|
Under performance stock unit awards
|
512,856
|
N/A
|
—
|
Under restricted stock unit awards
|
923,869
|
N/A
|
—
|
Total
|
10,940,419
|
N/A
|
11,864,002
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Year ended June 30,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Audit fees (1)
|
$
|
4,269
|
|
|
$
|
3,935
|
|
Audit-related fees (2)
|
166
|
|
|
—
|
|
||
Tax fees (3)
|
98
|
|
|
35
|
|
||
All other fees (4)
|
9
|
|
|
—
|
|
||
Total
|
$
|
4,542
|
|
|
$
|
3,970
|
|
(1)
|
Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions and offering documents, and (d) annual statutory audits where applicable.
|
(2)
|
Audit-related fees were primarily for assurance and related services, such as the review of non-periodic filings with the SEC.
|
(3)
|
Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.
|
(4)
|
All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.
|
Index to Consolidated Financial Statements and Supplementary Data (Item 8)
|
Page Number
|
Report of Independent Registered Public Accounting Firm
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of June 30, 2017 and 2016
|
|
Consolidated Statements of Income for the years ended June 30, 2017, 2016, and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended June 30, 2017, 2016, and 2015
|
|
Consolidated Statements of Shareholders' Equity for the years ended June 30, 2017, 2016, and 2015
|
|
Consolidated Statements of Cash Flows for the years ended June 30, 2017, 2016, and 2015
|
|
Notes to Consolidated Financial Statements
|
Exhibit
Number
|
|
Description of Exhibit
|
2.1
|
|
Agreement and Plan of Merger between Open Text Corporation, EPIC Acquisition Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of OpenText and EasyLink Services International Corporation dated May 1, 2012. (14)
|
2.2
|
|
Agreement and Plan of Merger, dated as of November 4, 2013, among Open Text Corporation, Ocelot Merger Sub, Inc., GXS Group, Inc. and the stockholders' representative named therein. (20)
|
2.3
|
|
Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, and Global Acquisition LLC. (20)
|
2.4
|
|
Support Agreement, dated as of November 4, 2013, among GXS Group, Inc., Open Text Corporation, CCG Investment Fund, L.P., CCG Associates - QP, LLC, CCG Investment Fund - AI, LP, CCG AV, LLC - Series A, CCG AV, LLC - Series C and CCG CI, LLC. (20)
|
2.5
|
|
Agreement and Plan of Merger, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and Actuate. (24)
|
2.6
|
|
Agreement and Plan of Merger, dated September 12, 2016, by and among Open Text Corporation, EMC Corporation, EMC International Company, and EMC (Benelux) B.V. (26)
|
3.1
|
|
Articles of Amalgamation of the Company. (1)
|
3.2
|
|
Articles of Amendment of the Company. (1)
|
3.3
|
|
Articles of Amendment of the Company. (1)
|
3.4
|
|
Articles of Amalgamation of the Company. (1)
|
3.5
|
|
Articles of Amalgamation of the Company, dated July 1, 2001. (2)
|
3.6
|
|
Articles of Amalgamation of the Company, dated July 1, 2002. (3)
|
3.7
|
|
Articles of Amalgamation of the Company, dated July 1, 2003. (4)
|
3.8
|
|
Articles of Amalgamation of the Company, dated July 1, 2004. (5)
|
3.9
|
|
Articles of Amalgamation of the Company, dated July 1, 2005. (6)
|
3.10
|
|
Articles of Continuance of the Company, dated December 29, 2005. (7)
|
3.11
|
|
By-Law 1 of Open Text Corporation. (19)
|
4.1
|
|
Form of Common Share Certificate. (1)
|
4.2
|
|
Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated September 23, 2016. (19)
|
4.3
|
|
Registration Rights Agreement, dated as of November 4, 2013, by and among Open Text Corporation and the principal stockholders named therein, and for the benefit of the holders (as defined therein). (20)
|
4.4
|
|
Indenture, dated as of January 15, 2015, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon (as successor to Citibank, N.A.), as U.S. trustee, and BNY Trust Company of Canada (as successor to Citi Trust Company Canada), as Canadian trustee (including form of 5.625% Senior Notes due 2023). (27)
|
4.5
|
|
Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee (including form of 5.875% Senior Notes due 2026). (31)
|
4.6
|
|
Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.625% Senior Notes due 2023, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. (32)
|
4.7
|
|
Supplemental Indenture, dated as of December 9, 2016, to the Indenture governing 5.875% Senior Notes due 2026, among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. (32)
|
10.1*
|
|
1998 Stock Option Plan. (8)
|
10.2*
|
|
Form of Indemnity Agreement between the Company and certain of its officers dated September 7, 2006. (9)
|
10.3*
|
|
Consulting Agreement between Steven Sadler and SJS Advisors Inc. and the Company, dated May 3, 2005. (10)
|
10.4*
|
|
Open Text Corporation Directors' Deferred Share Unit Plan effective February 2, 2010. (11)
|
10.5
|
|
Amended and Restated Credit Agreement among Open Text Corporation and certain of its subsidiaries, the Lenders, Barclays Bank PLC, Royal Bank of Canada, Barclays Capital and RBC Capital Markets, dated as of November 9, 2011. (12)
|
10.6*
|
|
OpenText Corporation 2004 Stock Option Plan, as amended and restated September 26, 2016. (15)
|
10.7*
|
|
OpenText Corporation Long-Term Incentive Plan 2015 for eligible employees, effective October 3, 2012. (16)
|
10.8*
|
|
Employment Agreement, dated October 30, 2012 between Mark Barrenechea and the Company. (16)
|
10.9*
|
|
Amendment No. 1 to the Employment Agreement between Mark J. Barrenechea and the Company dated January 24, 2013 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). (17)
|
10.10*
|
|
Employment Agreement, as of December 19, 2012, between Gordon A. Davies and the Company. (18)
|
10.11
|
|
Commitment Letter, dated as of November 4, 2013, by and among Barclays Bank PLC, Royal Bank of Canada and Open Text Corporation. (20)
|
10.12
|
|
First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security and Pledge Agreement, dated as of December 16, 2013, between Open Text ULC, as term borrower, Open Text ULC, Open Text Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. (21)
|
10.13
|
|
Credit Agreement, dated as of January 16, 2014, among Open Text Corporation, as guarantor, Ocelot Merger Sub, Inc., which on January 16, 2014 merged with and into GXS Group, Inc. which survived such merger, as borrower, the other domestic guarantors party thereto, the lenders named therein, as lenders, Barclays Bank PLC, as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets, as lead arrangers and joint bookrunners. (22)
|
10.14
|
|
Second Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2014, between Open Text ULC, as term borrower, Open Text ULC, Open Text Holdings, Inc. and Open Text Corporation, as revolving credit borrowers, the domestic guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as sole administrative agent and collateral agent, and Royal Bank of Canada, as documentary credit lender. (25)
|
10.15
|
|
Tender and Voting Agreement, dated as of December 5, 2014, by and among Open Text Corporation, Asteroid Acquisition Corporation and certain stockholders of Actuate. (24)
|
10.16*
|
|
Employment Agreement, dated November 30, 2012, between Muhi Majzoub and the Company. (23)
|
10.17*
|
|
Employment Agreement, dated July 30, 2014, between John M. Doolittle and the Company. (23)
|
10.18*
|
|
Amendment No. 2 to the Employment Agreement between Mark J. Barrenechea and the Company dated July 30, 2013 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). (23)
|
10.20*
|
|
Employment Agreement, dated October 13, 2014, between David Jamieson and the Company. (28)
|
10.21*
|
|
Employment Agreement, dated December 21, 2015, among the Company, Open Text Inc. and Stephen F. Murphy. (29)
|
10.22*
|
|
Amended and Restated Employee Stock Purchase Plan (30)
|
10.23
|
|
Repricing Amendment and Amendment No. 2 dated as of February 22, 2017 to Credit Agreement, by and among Open Text Corporation, as guarantor, Open Text GXS ULC, as borrower, the other guarantors party thereto, each of the lenders party thereto and Barclays Bank PLC, as administrative agent. (33)
|
10.24
|
|
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 party thereto, each of the lenders party thereto, and Barclays Bank PLC, as sole administrative agent and collateral agent. (34)
|
10.25*
|
|
Amendment No. 3 to the Employment Agreement between Mark J. Barrenechea and the Company dated June 1, 2017 (amending the Employment Agreement between Mark J. Barrenechea and the Company dated October 30, 2012). (35)
|
10.26*
|
|
Employment Agreement, dated January 2, 2014, between George Schulze and the Company
|
12.1
|
|
Statement of Computation of Ratios of Earnings to Combined Fixed Charges and Preferences
|
18.1
|
|
Preferability letter dated February 2, 2012 from the Company's auditors, KPMG LLP, regarding a change in the Company's accounting policy relating to the income statement classification of tax related interest and penalties. (13)
|
21.1
|
|
List of the Company's Subsidiaries.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
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 an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.
|
(2)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.
|
(3)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.
|
(4)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.
|
(5)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.
|
(6)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.
|
(7)
|
Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.
|
(8)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.
|
(9)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.
|
(10)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.
|
(11)
|
Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on April 30, 2010 and incorporated herein by reference.
|
(12)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.
|
(13)
|
Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.
|
(14)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.
|
(15)
|
Filed as an exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on November 3, 2016, and incorporated herein by reference.
|
(16)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference.
|
(17)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference.
|
(18)
|
Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference.
|
(19)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 23, 2016 and incorporated herein by reference.
|
(20)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.
|
(21)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.
|
(22)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.
|
(24)
|
Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 5, 2014 and incorporated herein by reference.
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
443,357
|
|
|
$
|
1,283,757
|
|
Short-term investments
|
—
|
|
|
11,839
|
|
||
Accounts receivable trade, net of allowance for doubtful accounts of $6,319 as of June 30, 2017 and $6,740 as of June 30, 2016 (note 3)
|
445,812
|
|
|
285,904
|
|
||
Income taxes recoverable (note 14)
|
32,683
|
|
|
31,752
|
|
||
Prepaid expenses and other current assets
|
81,625
|
|
|
59,021
|
|
||
Total current assets
|
1,003,477
|
|
|
1,672,273
|
|
||
Property and equipment (note 4)
|
227,418
|
|
|
183,660
|
|
||
Goodwill (note 5)
|
3,416,749
|
|
|
2,325,586
|
|
||
Acquired intangible assets (note 6)
|
1,472,542
|
|
|
646,240
|
|
||
Deferred tax assets (note 14)
|
1,215,712
|
|
|
241,161
|
|
||
Other assets (note 7)
|
93,763
|
|
|
53,697
|
|
||
Deferred charges (note 8)
|
42,344
|
|
|
22,776
|
|
||
Long-term income taxes recoverable (note 14)
|
8,557
|
|
|
8,751
|
|
||
Total assets
|
$
|
7,480,562
|
|
|
$
|
5,154,144
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities (note 9)
|
$
|
342,120
|
|
|
$
|
257,450
|
|
Current portion of long-term debt (note 10)
|
182,760
|
|
|
8,000
|
|
||
Deferred revenues
|
570,328
|
|
|
373,549
|
|
||
Income taxes payable (note 14)
|
31,835
|
|
|
32,030
|
|
||
Total current liabilities
|
1,127,043
|
|
|
671,029
|
|
||
Long-term liabilities:
|
|
|
|
||||
Accrued liabilities (note 9)
|
50,338
|
|
|
29,848
|
|
||
Deferred credits (note 8)
|
5,283
|
|
|
8,357
|
|
||
Pension liability (note 11)
|
58,627
|
|
|
61,993
|
|
||
Long-term debt (note 10)
|
2,387,057
|
|
|
2,137,987
|
|
||
Deferred revenues
|
61,678
|
|
|
37,461
|
|
||
Long-term income taxes payable (note 14)
|
162,493
|
|
|
149,041
|
|
||
Deferred tax liabilities (note 14)
|
94,724
|
|
|
79,231
|
|
||
Total long-term liabilities
|
2,820,200
|
|
|
2,503,918
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Share capital (note 12)
|
|
|
|
||||
264,059,567 and 242,809,354 Common Shares issued and outstanding at June 30, 2017 and June 30, 2016, respectively; authorized Common Shares: unlimited
|
1,439,850
|
|
|
817,788
|
|
||
Additional paid-in capital
|
173,604
|
|
|
147,280
|
|
||
Accumulated other comprehensive income
|
48,800
|
|
|
46,310
|
|
||
Retained earnings
|
1,897,624
|
|
|
992,546
|
|
||
Treasury stock, at cost (1,101,612 shares at June 30, 2017 and 1,267,294 at June 30, 2016, respectively)
|
(27,520
|
)
|
|
(25,268
|
)
|
||
Total OpenText shareholders' equity
|
3,532,358
|
|
|
1,978,656
|
|
||
Non-controlling interests
|
961
|
|
|
541
|
|
||
Total shareholders’ equity
|
3,533,319
|
|
|
1,979,197
|
|
||
Total liabilities and shareholders’ equity
|
$
|
7,480,562
|
|
|
$
|
5,154,144
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
License
|
$
|
369,144
|
|
|
$
|
283,710
|
|
|
$
|
294,266
|
|
Cloud services and subscriptions
|
705,495
|
|
|
601,018
|
|
|
605,309
|
|
|||
Customer support
|
981,102
|
|
|
746,409
|
|
|
731,797
|
|
|||
Professional service and other
|
235,316
|
|
|
193,091
|
|
|
220,545
|
|
|||
Total revenues
|
2,291,057
|
|
|
1,824,228
|
|
|
1,851,917
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
License
|
13,632
|
|
|
10,296
|
|
|
12,899
|
|
|||
Cloud services and subscriptions
|
300,255
|
|
|
244,021
|
|
|
237,310
|
|
|||
Customer support
|
122,753
|
|
|
89,861
|
|
|
94,456
|
|
|||
Professional service and other
|
195,195
|
|
|
155,584
|
|
|
172,742
|
|
|||
Amortization of acquired technology-based intangible assets (note 6)
|
130,556
|
|
|
74,238
|
|
|
81,002
|
|
|||
Total cost of revenues
|
762,391
|
|
|
574,000
|
|
|
598,409
|
|
|||
Gross profit
|
1,528,666
|
|
|
1,250,228
|
|
|
1,253,508
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
281,680
|
|
|
194,057
|
|
|
196,491
|
|
|||
Sales and marketing
|
444,838
|
|
|
344,235
|
|
|
373,610
|
|
|||
General and administrative
|
170,438
|
|
|
140,397
|
|
|
162,728
|
|
|||
Depreciation
|
64,318
|
|
|
54,929
|
|
|
50,906
|
|
|||
Amortization of acquired customer-based intangible assets (note 6)
|
150,842
|
|
|
113,201
|
|
|
108,239
|
|
|||
Special charges (recoveries) (note 17)
|
63,618
|
|
|
34,846
|
|
|
12,823
|
|
|||
Total operating expenses
|
1,175,734
|
|
|
881,665
|
|
|
904,797
|
|
|||
Income from operations
|
352,932
|
|
|
368,563
|
|
|
348,711
|
|
|||
Other income (expense), net
|
15,743
|
|
|
(1,423
|
)
|
|
(28,047
|
)
|
|||
Interest and other related expense, net
|
(119,124
|
)
|
|
(76,363
|
)
|
|
(54,620
|
)
|
|||
Income before income taxes
|
249,551
|
|
|
290,777
|
|
|
266,044
|
|
|||
Provision for (recovery of) income taxes (note 14)
|
(776,364
|
)
|
|
6,282
|
|
|
31,638
|
|
|||
Net income for the period
|
$
|
1,025,915
|
|
|
$
|
284,495
|
|
|
$
|
234,406
|
|
Net (income) loss attributable to non-controlling interests
|
(256
|
)
|
|
(18
|
)
|
|
(79
|
)
|
|||
Net income attributable to OpenText
|
$
|
1,025,659
|
|
|
$
|
284,477
|
|
|
$
|
234,327
|
|
Earnings per share—basic attributable to OpenText (note 21)
|
$
|
4.04
|
|
|
$
|
1.17
|
|
|
$
|
0.96
|
|
Earnings per share—diluted attributable to OpenText (note 21)
|
$
|
4.01
|
|
|
$
|
1.17
|
|
|
$
|
0.95
|
|
Weighted average number of Common Shares outstanding—basic
|
253,879
|
|
|
242,926
|
|
|
244,184
|
|
|||
Weighted average number of Common Shares outstanding—diluted
|
255,805
|
|
|
244,076
|
|
|
245,914
|
|
|||
Dividends declared per Common Share
|
$
|
0.4770
|
|
|
$
|
0.4150
|
|
|
$
|
0.3588
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income for the period
|
$
|
1,025,915
|
|
|
$
|
284,495
|
|
|
$
|
234,406
|
|
Other comprehensive income—net of tax:
|
|
|
|
|
|
||||||
Net foreign currency translation adjustments
|
(4,756
|
)
|
|
(3,318
|
)
|
|
15,690
|
|
|||
Unrealized gain (loss) on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gain (loss) - net of tax expense (recovery) effect of $34, ($928) and ($2,188) for the year ended June 30, 2017, 2016 and 2015, respectively
|
95
|
|
|
(2,574
|
)
|
|
(6,064
|
)
|
|||
(Gain) loss reclassified into net income - net of tax recovery effect of $67, $1,065 and $2,059 for the year ended June 30, 2017, 2016 and 2015, respectively
|
186
|
|
|
2,956
|
|
|
5,710
|
|
|||
Actuarial gain (loss) relating to defined benefit pension plans:
|
|
|
|
|
|
|
|||||
Actuarial gain (loss) - net of tax expense (recovery) effect of $840, ($1,612) and ($1,422) for the year ended June 30, 2017, 2016 and 2015, respectively
|
6,216
|
|
|
(3,374
|
)
|
|
(3,302
|
)
|
|||
Amortization of actuarial loss into net income - net of tax recovery effect of $241, $132 and $89 for the year ended June 30, 2017, 2016 and 2015, respectively
|
565
|
|
|
347
|
|
|
357
|
|
|||
Unrealized net gain (loss) on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively
|
184
|
|
|
445
|
|
|
(12
|
)
|
|||
Unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively
|
—
|
|
|
—
|
|
|
1,906
|
|
|||
Release of unrealized gain on marketable securities - net of tax effect of nil for the year ended June 30, 2017, 2016 and 2015, respectively
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
|||
Total other comprehensive income (loss) net, for the period
|
2,490
|
|
|
(5,518
|
)
|
|
12,379
|
|
|||
Total comprehensive income
|
1,028,405
|
|
|
278,977
|
|
|
246,785
|
|
|||
Comprehensive (income) attributable to non-controlling interests
|
(256
|
)
|
|
(18
|
)
|
|
(79
|
)
|
|||
Total comprehensive income attributable to OpenText
|
$
|
1,028,149
|
|
|
$
|
278,959
|
|
|
$
|
246,706
|
|
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income
|
|
Non-Controlling Interests
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||
Balance as of June 30, 2014
|
|
243,516
|
|
|
$
|
792,834
|
|
|
(1,526
|
)
|
|
$
|
(19,132
|
)
|
|
$
|
112,398
|
|
|
$
|
716,317
|
|
|
$
|
39,449
|
|
|
$
|
301
|
|
|
$
|
1,642,167
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Under employee stock option plans
|
|
952
|
|
|
12,159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,159
|
|
|||||||
Under employee stock purchase plans
|
|
118
|
|
|
3,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,017
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,047
|
|
|||||||
Income tax effect related to share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,675
|
|
|||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
(10,557
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,557
|
)
|
|||||||
Issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
754
|
|
|
9,703
|
|
|
(9,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,629
|
)
|
|
—
|
|
|
—
|
|
|
(87,629
|
)
|
|||||||
Other comprehensive income (loss) - net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,379
|
|
|
—
|
|
|
12,379
|
|
|||||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
143
|
|
|||||||
Net income for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,327
|
|
|
—
|
|
|
79
|
|
|
234,406
|
|
|||||||
Balance as of June 30, 2015
|
|
244,586
|
|
|
$
|
808,010
|
|
|
(1,252
|
)
|
|
$
|
(19,986
|
)
|
|
$
|
126,417
|
|
|
$
|
863,015
|
|
|
$
|
51,828
|
|
|
$
|
523
|
|
|
$
|
1,829,807
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Under employee stock option plans
|
|
936
|
|
|
14,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,576
|
|
|||||||
Under employee stock purchase plans
|
|
240
|
|
|
5,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,027
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,978
|
|
|||||||
Income tax effect related to share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
(10,627
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,627
|
)
|
|||||||
Issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
434
|
|
|
5,345
|
|
|
(5,345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common Shares repurchased
|
|
(2,952
|
)
|
|
(9,825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,684
|
)
|
|
—
|
|
|
—
|
|
|
(65,509
|
)
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,262
|
)
|
|
—
|
|
|
—
|
|
|
(99,262
|
)
|
|||||||
Other comprehensive income(loss) - net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,518
|
)
|
|
—
|
|
|
(5,518
|
)
|
|||||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284,477
|
|
|
—
|
|
|
18
|
|
|
284,495
|
|
|||||||
Balance as of June 30, 2016
|
|
242,810
|
|
|
$
|
817,788
|
|
|
(1,268
|
)
|
|
$
|
(25,268
|
)
|
|
$
|
147,280
|
|
|
$
|
992,546
|
|
|
$
|
46,310
|
|
|
$
|
541
|
|
|
$
|
1,979,197
|
|
Issuance of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Under employee stock option plans
|
|
1,012
|
|
|
20,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,732
|
|
|||||||
Under employee stock purchase plans
|
|
427
|
|
|
11,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,604
|
|
|||||||
Under the public Equity Offering
|
|
19,811
|
|
|
604,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604,223
|
|
|||||||
Income tax effect related to public Equity Offering
|
|
—
|
|
|
5,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,077
|
|
|||||||
Equity issuance costs
|
|
—
|
|
|
(19,574
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,574
|
)
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,507
|
|
|||||||
Income tax effect related to share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
(8,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,198
|
)
|
|||||||
Issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
410
|
|
|
5,946
|
|
|
(5,946
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,581
|
)
|
|
—
|
|
|
—
|
|
|
(120,581
|
)
|
|||||||
Other comprehensive income (loss) - net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,490
|
|
|
—
|
|
|
2,490
|
|
|||||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
393
|
|
|||||||
Net income for the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,025,659
|
|
|
—
|
|
|
256
|
|
|
1,025,915
|
|
|||||||
Balance as of June 30, 2017
|
|
264,060
|
|
|
$
|
1,439,850
|
|
|
(1,102
|
)
|
|
$
|
(27,520
|
)
|
|
$
|
173,604
|
|
|
$
|
1,897,624
|
|
|
$
|
48,800
|
|
|
$
|
961
|
|
|
$
|
3,533,319
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income for the period
|
$
|
1,025,915
|
|
|
$
|
284,495
|
|
|
$
|
234,406
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of intangible assets
|
345,715
|
|
|
242,368
|
|
|
240,147
|
|
|||
Share-based compensation expense
|
30,507
|
|
|
25,978
|
|
|
22,047
|
|
|||
Excess tax (benefits) on share-based compensation expense
|
(1,534
|
)
|
|
(230
|
)
|
|
(1,675
|
)
|
|||
Pension expense
|
3,893
|
|
|
4,577
|
|
|
4,796
|
|
|||
Amortization of debt issuance costs
|
5,014
|
|
|
4,678
|
|
|
4,556
|
|
|||
Amortization of deferred charges and credits
|
6,298
|
|
|
9,903
|
|
|
10,525
|
|
|||
Loss on sale and write down of property and equipment
|
784
|
|
|
1,108
|
|
|
1,368
|
|
|||
Release of unrealized gain on marketable securities to income
|
—
|
|
|
—
|
|
|
(3,098
|
)
|
|||
Deferred taxes
|
(871,195
|
)
|
|
(54,461
|
)
|
|
(14,578
|
)
|
|||
Share in net (income) of equity investees
|
(5,952
|
)
|
|
—
|
|
|
—
|
|
|||
Write off of unamortized debt issuance costs
|
833
|
|
|
—
|
|
|
2,919
|
|
|||
Other non-cash charges
|
1,033
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(126,784
|
)
|
|
8,985
|
|
|
43,189
|
|
|||
Prepaid expenses and other current assets
|
(7,766
|
)
|
|
316
|
|
|
(3,534
|
)
|
|||
Income taxes and deferred charges and credits
|
(1,683
|
)
|
|
6,294
|
|
|
2,933
|
|
|||
Accounts payable and accrued liabilities
|
53,490
|
|
|
(5,671
|
)
|
|
(22,714
|
)
|
|||
Deferred revenue
|
3,484
|
|
|
(4,781
|
)
|
|
6,775
|
|
|||
Other assets
|
(22,799
|
)
|
|
2,163
|
|
|
(5,031
|
)
|
|||
Net cash provided by operating activities
|
439,253
|
|
|
525,722
|
|
|
523,031
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions of property and equipment
|
(79,592
|
)
|
|
(70,009
|
)
|
|
(77,046
|
)
|
|||
Proceeds from maturity of short-term investments
|
9,212
|
|
|
11,297
|
|
|
17,017
|
|
|||
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
|
)
|
|
(152,711
|
)
|
|
—
|
|
|||
Purchase of ANXe Business Corporation
|
143
|
|
|
(104,570
|
)
|
|
—
|
|
|||
Purchase of Daegis Inc., net of cash acquired
|
—
|
|
|
(22,146
|
)
|
|
—
|
|
|||
Purchase consideration for acquisitions completed prior to Fiscal 2016
|
—
|
|
|
(13,644
|
)
|
|
(327,792
|
)
|
|||
Other investing activities
|
(5,937
|
)
|
|
(9,393
|
)
|
|
(10,574
|
)
|
|||
Net cash used in investing activities
|
(2,190,964
|
)
|
|
(361,176
|
)
|
|
(398,395
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Excess tax benefits on share-based compensation expense
|
1,534
|
|
|
230
|
|
|
1,675
|
|
|||
Proceeds from issuance of long-term debt (note 10)
|
256,875
|
|
|
600,000
|
|
|
800,000
|
|
|||
Proceeds from revolver (note 10)
|
225,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of Common Shares from exercise of stock options and ESPP
|
35,593
|
|
|
20,097
|
|
|
15,240
|
|
|||
Proceeds from issuance of Common Shares under the public Equity Offering
|
604,223
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt and revolver
|
(57,880
|
)
|
|
(8,000
|
)
|
|
(530,284
|
)
|
|||
Debt issuance costs
|
(7,240
|
)
|
|
(6,765
|
)
|
|
(18,271
|
)
|
|||
Equity issuance costs
|
(19,574
|
)
|
|
—
|
|
|
—
|
|
|||
Common Shares repurchased
|
—
|
|
|
(65,509
|
)
|
|
—
|
|
|||
Purchase of treasury stock
|
(8,198
|
)
|
|
(10,627
|
)
|
|
(10,126
|
)
|
|||
Repurchase of non-controlling interest
|
(208
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of dividends to shareholders
|
(120,581
|
)
|
|
(99,262
|
)
|
|
(87,629
|
)
|
|||
Net cash provided by financing activities
|
909,544
|
|
|
430,164
|
|
|
170,605
|
|
|||
Foreign exchange gain (loss) on cash held in foreign currencies
|
1,767
|
|
|
(10,952
|
)
|
|
(23,132
|
)
|
|||
Increase (decrease) in cash and cash equivalents during the period
|
(840,400
|
)
|
|
583,758
|
|
|
272,109
|
|
|||
Cash and cash equivalents at beginning of the period
|
1,283,757
|
|
|
699,999
|
|
|
427,890
|
|
|||
Cash and cash equivalents at end of the period
|
$
|
443,357
|
|
|
$
|
1,283,757
|
|
|
$
|
699,999
|
|
•
|
ASU 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to Equity Method of Accounting"
|
•
|
ASU 2017-04 "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment"
|
•
|
ASU 2017-09 "Stock Compensation (Topic 718): Scope of Modification Accounting"
|
Balance as of June 30, 2014
|
$
|
4,727
|
|
Bad debt expense
|
5,346
|
|
|
Write-off /adjustments
|
(4,086
|
)
|
|
Balance as of June 30, 2015
|
5,987
|
|
|
Bad debt expense
|
5,908
|
|
|
Write-off /adjustments
|
(5,155
|
)
|
|
Balance as of June 30, 2016
|
6,740
|
|
|
Bad debt expense
|
5,929
|
|
|
Write-off /adjustments
|
(6,350
|
)
|
|
Balance as of June 30, 2017
|
$
|
6,319
|
|
|
As of June 30, 2017
|
||||||||||
|
Cost
|
|
Accumulated
Depreciation
|
|
Net
|
||||||
Furniture and fixtures
|
$
|
23,026
|
|
|
$
|
(14,879
|
)
|
|
$
|
8,147
|
|
Office equipment
|
1,245
|
|
|
(597
|
)
|
|
648
|
|
|||
Computer hardware
|
164,268
|
|
|
(104,572
|
)
|
|
59,696
|
|
|||
Computer software
|
72,835
|
|
|
(33,862
|
)
|
|
38,973
|
|
|||
Capitalized software development costs
|
67,092
|
|
|
(28,430
|
)
|
|
38,662
|
|
|||
Leasehold improvements
|
81,564
|
|
|
(38,642
|
)
|
|
42,922
|
|
|||
Land and buildings
|
48,431
|
|
|
(10,061
|
)
|
|
38,370
|
|
|||
Total
|
$
|
458,461
|
|
|
$
|
(231,043
|
)
|
|
$
|
227,418
|
|
|
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
|
|
Balance as of June 30, 2015
|
$
|
2,161,592
|
|
Acquisition of Daegis (note 18)
|
8,045
|
|
|
Acquisition of CEM Business (note 18)
|
90,712
|
|
|
Acquisition of ANX (note 18)
|
65,237
|
|
|
Balance as of June 30, 2016
|
2,325,586
|
|
|
Acquisition of Recommind (note 18)
|
91,405
|
|
|
Acquisition of CCM Business (note 18)
|
173,198
|
|
|
Acquisition of ECD Business (note 18)
|
825,142
|
|
|
Adjustments relating to acquisitions prior to Fiscal 2017 (note 18)
|
(3,334
|
)
|
|
Adjustments on account of foreign exchange
|
4,752
|
|
|
Balance as of June 30, 2017
|
$
|
3,416,749
|
|
|
As of June 30, 2017
|
||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Technology assets
|
$
|
930,841
|
|
|
$
|
(272,872
|
)
|
|
$
|
657,969
|
|
Customer assets
|
1,230,806
|
|
|
(416,233
|
)
|
|
814,573
|
|
|||
Total
|
$
|
2,161,647
|
|
|
$
|
(689,105
|
)
|
|
$
|
1,472,542
|
|
|
|
|
|
|
|
||||||
|
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
|
|
|
Fiscal years ending
June 30,
|
||
2018
|
$
|
338,332
|
|
2019
|
310,933
|
|
|
2020
|
239,419
|
|
|
2021
|
165,212
|
|
|
2022
|
158,722
|
|
|
2023 and beyond
|
259,924
|
|
|
Total
|
$
|
1,472,542
|
|
|
As of June 30, 2017
|
|
As of June 30, 2016
|
||||
Deposits and restricted cash
|
$
|
15,821
|
|
|
$
|
10,715
|
|
Deferred implementation costs
|
28,833
|
|
|
18,116
|
|
||
Investments
|
27,886
|
|
|
18,062
|
|
||
Marketable securities
|
3,023
|
|
|
—
|
|
||
Long-term prepaid expenses and other long-term assets
|
18,200
|
|
|
6,804
|
|
||
Total
|
$
|
93,763
|
|
|
$
|
53,697
|
|
|
As of June 30, 2017
|
|
As of June 30, 2016
|
||||
Accounts payable—trade
|
$
|
43,699
|
|
|
$
|
35,804
|
|
Accrued salaries and commissions
|
121,958
|
|
|
77,813
|
|
||
Accrued liabilities
|
135,512
|
|
|
113,272
|
|
||
Accrued interest on Senior Notes
|
24,787
|
|
|
23,562
|
|
||
Amounts payable in respect of restructuring and other Special charges
|
13,728
|
|
|
5,109
|
|
||
Asset retirement obligations
|
2,436
|
|
|
1,890
|
|
||
Total
|
$
|
342,120
|
|
|
$
|
257,450
|
|
|
As of June 30, 2017
|
|
As of June 30, 2016
|
||||
Amounts payable in respect of restructuring and other Special charges
|
$
|
2,686
|
|
|
$
|
3,986
|
|
Other accrued liabilities*
|
36,702
|
|
|
19,138
|
|
||
Asset retirement obligations
|
10,950
|
|
|
6,724
|
|
||
Total
|
$
|
50,338
|
|
|
$
|
29,848
|
|
|
As of June 30, 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
|
772,120
|
|
|
780,000
|
|
||
Revolver
|
175,000
|
|
|
—
|
|
||
Total principal payments due
|
2,597,120
|
|
|
2,180,000
|
|
||
|
|
|
|
||||
Premium on Senior Notes 2026
|
6,597
|
|
|
—
|
|
||
Debt issuance costs
|
(33,900
|
)
|
|
(34,013
|
)
|
||
Total amount outstanding
|
2,569,817
|
|
|
2,145,987
|
|
||
|
|
|
|
||||
Less:
|
|
|
|
||||
Current portion of long-term debt
|
|
|
|
||||
Term Loan B
|
7,760
|
|
|
8,000
|
|
||
Revolver
|
175,000
|
|
|
—
|
|
||
Total current portion of long-term debt
|
182,760
|
|
|
8,000
|
|
||
|
|
|
|
||||
Non-current portion of long-term debt
|
$
|
2,387,057
|
|
|
$
|
2,137,987
|
|
|
As of June 30, 2017
|
||||||||||
|
Total benefit
obligation
|
|
Current portion of
benefit obligation*
|
|
Non-current portion of
benefit obligation
|
||||||
CDT defined benefit plan
|
$
|
28,881
|
|
|
$
|
583
|
|
|
$
|
28,298
|
|
GXS Germany defined benefit plan
|
23,730
|
|
|
926
|
|
|
22,804
|
|
|||
GXS Philippines defined benefit plan
|
4,495
|
|
|
81
|
|
|
4,414
|
|
|||
Other plans
|
3,256
|
|
|
145
|
|
|
3,111
|
|
|||
Total
|
$
|
60,362
|
|
|
$
|
1,735
|
|
|
$
|
58,627
|
|
|
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
|
|
|
As of June 30, 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
|
467
|
|
|
395
|
|
|
1,051
|
|
|
1,913
|
|
|
422
|
|
|
359
|
|
|
1,628
|
|
|
2,409
|
|
||||||||
Interest cost
|
456
|
|
|
377
|
|
|
226
|
|
|
1,059
|
|
|
610
|
|
|
543
|
|
|
314
|
|
|
1,467
|
|
||||||||
Benefits paid
|
(469
|
)
|
|
(807
|
)
|
|
(53
|
)
|
|
(1,329
|
)
|
|
(534
|
)
|
|
(770
|
)
|
|
(190
|
)
|
|
(1,494
|
)
|
||||||||
Actuarial (gain) loss
|
(1,708
|
)
|
|
(1,548
|
)
|
|
(3,728
|
)
|
|
(6,984
|
)
|
|
3,299
|
|
|
2,564
|
|
|
(1,145
|
)
|
|
4,718
|
|
||||||||
Foreign exchange (gain) loss
|
685
|
|
|
584
|
|
|
(342
|
)
|
|
927
|
|
|
(438
|
)
|
|
(387
|
)
|
|
(291
|
)
|
|
(1,116
|
)
|
||||||||
Benefit obligation—end of period
|
28,881
|
|
|
23,730
|
|
|
4,495
|
|
|
57,106
|
|
|
29,450
|
|
|
24,729
|
|
|
7,341
|
|
|
61,520
|
|
||||||||
Less: Current portion
|
(583
|
)
|
|
(926
|
)
|
|
(81
|
)
|
|
(1,590
|
)
|
|
(589
|
)
|
|
(772
|
)
|
|
(30
|
)
|
|
(1,391
|
)
|
||||||||
Non-current portion of benefit obligation
|
$
|
28,298
|
|
|
$
|
22,804
|
|
|
$
|
4,414
|
|
|
$
|
55,516
|
|
|
$
|
28,861
|
|
|
$
|
23,957
|
|
|
$
|
7,311
|
|
|
$
|
60,129
|
|
|
|
Year Ended June 30,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||||||||||||||
Pension expense:
|
|
CDT
|
|
GXS GER
|
|
GXS PHP
|
|
Total
|
|
CDT
|
|
GXS GER
|
|
GXS PHP
|
|
Total
|
|
CDT
|
|
GXS GER
|
|
GXS PHP
|
|
Total
|
||||||||||||||||||||||||
Service cost
|
|
$
|
467
|
|
|
$
|
395
|
|
|
$
|
1,051
|
|
|
$
|
1,913
|
|
|
$
|
422
|
|
|
$
|
359
|
|
|
$
|
1,628
|
|
|
$
|
2,409
|
|
|
$
|
452
|
|
|
$
|
360
|
|
|
$
|
1,518
|
|
|
$
|
2,330
|
|
Interest cost
|
|
456
|
|
|
377
|
|
|
226
|
|
|
1,059
|
|
|
610
|
|
|
543
|
|
|
314
|
|
|
1,467
|
|
|
735
|
|
|
625
|
|
|
289
|
|
|
$
|
1,649
|
|
|||||||||||
Amortization of actuarial (gains) and losses
|
|
627
|
|
|
168
|
|
|
(48
|
)
|
|
747
|
|
|
425
|
|
|
23
|
|
|
—
|
|
|
448
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
$
|
403
|
|
|||||||||||
Net pension expense
|
|
$
|
1,550
|
|
|
$
|
940
|
|
|
$
|
1,229
|
|
|
$
|
3,719
|
|
|
$
|
1,457
|
|
|
$
|
925
|
|
|
$
|
1,942
|
|
|
$
|
4,324
|
|
|
$
|
1,590
|
|
|
$
|
985
|
|
|
$
|
1,807
|
|
|
$
|
4,382
|
|
|
As of June 30, 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
|
2.00%
|
|
2.00%
|
|
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
|
—%
|
|
-
|
|
12.19%
|
|
—%
|
|
-
|
|
7.90%
|
to age 25
|
—%
|
|
-
|
|
16.58%
|
|
—%
|
|
-
|
|
5.70%
|
to age 30
|
1.00%
|
|
-
|
|
13.97%
|
|
1.00%
|
|
-
|
|
4.10%
|
to age 35
|
0.50%
|
|
-
|
|
10.77%
|
|
0.50%
|
|
-
|
|
2.90%
|
to age 40
|
—%
|
|
-
|
|
7.39%
|
|
—%
|
|
-
|
|
1.90%
|
to age 45
|
0.50%
|
|
-
|
|
3.28%
|
|
0.50%
|
|
-
|
|
1.40%
|
to age 50
|
0.50%
|
|
-
|
|
—%
|
|
0.50%
|
|
-
|
|
—%
|
from age 51
|
1.00%
|
|
-
|
|
—%
|
|
1.00%
|
|
-
|
|
—%
|
|
2004 Stock Option Plan
|
Date of inception
|
Oct-04
|
Eligibility
|
Eligible employees and directors, as determined by the Board of Directors
|
Options granted to date
|
29,205,738
|
Options exercised to date
|
(13,321,448)
|
Options cancelled to date
|
(6,906,460)
|
Options outstanding
|
8,977,830
|
Termination grace periods
|
Immediately “for cause”; 90 days for any other reason; 180 days due to death
|
Vesting schedule
|
25% per year, unless otherwise specified
|
Exercise price range
|
$11.68 - $33.49
|
Expiration dates
|
8/12/2018 to 6/1/2024
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Range of Exercise
Prices
|
|
Number of options
Outstanding as of June 30, 2017 |
Weighted
Average
Remaining
Contractual
Life (years)
|
Weighted
Average
Exercise
Price
|
|
Number of options
Exercisable as of June 30, 2017 |
Weighted
Average
Exercise
Price
|
||||||||||||
$
|
11.68
|
|
-
|
$
|
14.82
|
|
|
650,198
|
|
1.97
|
$
|
13.08
|
|
|
650,198
|
|
$
|
13.08
|
|
15.09
|
|
-
|
15.10
|
|
|
1,330,246
|
|
1.60
|
15.09
|
|
|
1,330,246
|
|
15.09
|
|
||||
15.88
|
|
-
|
22.87
|
|
|
916,774
|
|
4.48
|
20.96
|
|
|
309,776
|
|
18.72
|
|
||||
23.51
|
|
-
|
24.52
|
|
|
128,000
|
|
4.43
|
24.18
|
|
|
58,750
|
|
24.48
|
|
||||
25.04
|
|
-
|
25.05
|
|
|
1,239,500
|
|
3.54
|
25.04
|
|
|
829,500
|
|
25.04
|
|
||||
25.58
|
|
-
|
27.56
|
|
|
1,641,640
|
|
4.57
|
26.92
|
|
|
191,100
|
|
26.57
|
|
||||
27.83
|
|
-
|
28.65
|
|
|
915,908
|
|
4.70
|
28.17
|
|
|
366,610
|
|
28.23
|
|
||||
29.75
|
|
-
|
30.37
|
|
|
813,564
|
|
6.12
|
29.83
|
|
|
—
|
|
—
|
|
||||
32.63
|
|
-
|
32.86
|
|
|
702,500
|
|
6.91
|
32.66
|
|
|
—
|
|
—
|
|
||||
33.48
|
|
-
|
33.49
|
|
|
639,500
|
|
6.66
|
33.48
|
|
|
—
|
|
—
|
|
||||
$
|
11.68
|
|
-
|
$
|
33.49
|
|
|
8,977,830
|
|
4.27
|
$
|
24.57
|
|
|
3,736,180
|
|
$
|
19.27
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
$
|
12,196
|
|
|
$
|
13,202
|
|
|
$
|
12,193
|
|
Performance Share Units (issued under LTIP)
|
3,624
|
|
|
2,688
|
|
|
2,287
|
|
|||
Restricted Share Units (issued under LTIP)
|
6,452
|
|
|
5,086
|
|
|
4,574
|
|
|||
Restricted Share Units (other)
|
2,804
|
|
|
1,573
|
|
|
955
|
|
|||
Deferred Share Units (directors)
|
2,849
|
|
|
2,764
|
|
|
2,038
|
|
|||
Employee Share Purchase Plan
|
2,582
|
|
|
665
|
|
|
—
|
|
|||
Total share-based compensation expense
|
$
|
30,507
|
|
|
$
|
25,978
|
|
|
$
|
22,047
|
|
|
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
|
2,278,974
|
|
|
31.75
|
|
|
|
|
|
|||
Exercised
|
(1,012,644
|
)
|
|
20.47
|
|
|
|
|
|
|||
Forfeited or expired
|
(643,316
|
)
|
|
22.30
|
|
|
|
|
|
|||
Outstanding at June 30, 2017
|
8,977,830
|
|
|
$
|
24.57
|
|
|
4.27
|
|
$
|
64,707
|
|
Exercisable at June 30, 2017
|
3,736,180
|
|
|
$
|
19.27
|
|
|
2.74
|
|
$
|
45,830
|
|
|
Options
|
|
Weighted-
Average Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
(years)
|
|
Aggregate Intrinsic Value
($’000s)
|
|||||
Outstanding at June 30, 2015
|
8,750,730
|
|
|
$
|
21.13
|
|
|
|
|
|
||
Granted
|
1,475,280
|
|
|
24.09
|
|
|
|
|
|
|||
Exercised
|
(936,590
|
)
|
|
15.57
|
|
|
|
|
|
|||
Forfeited or expired
|
(934,604
|
)
|
|
24.17
|
|
|
|
|
|
|||
Outstanding at June 30, 2016
|
8,354,816
|
|
|
$
|
21.94
|
|
|
4.56
|
|
$
|
63,862
|
|
Exercisable at June 30, 2016
|
3,214,376
|
|
|
$
|
18.02
|
|
|
3.41
|
|
$
|
37,167
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted–average fair value of options granted
|
$
|
7.06
|
|
|
$
|
5.69
|
|
|
$
|
6.73
|
|
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Expected volatility
|
28.32
|
%
|
|
31.76
|
%
|
|
31.74
|
%
|
|||
Risk–free interest rate
|
1.46
|
%
|
|
1.31
|
%
|
|
1.41
|
%
|
|||
Expected dividend yield
|
1.43
|
%
|
|
1.62
|
%
|
|
1.23
|
%
|
|||
Expected life (in years)
|
4.51
|
|
|
4.33
|
|
|
4.33
|
|
|||
Forfeiture rate (based on historical rates)
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
Average exercise share price
|
$
|
31.75
|
|
|
$
|
24.09
|
|
|
$
|
27.17
|
|
Derived service period (in years)*
|
1.79
|
|
|
N/A
|
|
|
2.07
|
|
|
Payments due between
|
||||||||||||||||||
|
Total
|
|
July 1, 2017—
June 30, 2018 |
|
July 1, 2018—
June 30, 2020 |
|
July 1, 2020—
June 30, 2022 |
|
July 1, 2022
and beyond |
||||||||||
Long term debt obligations
(1)
|
$
|
3,406,707
|
|
|
$
|
304,928
|
|
|
$
|
254,990
|
|
|
$
|
952,039
|
|
|
$
|
1,894,750
|
|
Operating lease obligations
(2)
|
294,576
|
|
|
66,950
|
|
|
92,947
|
|
|
61,022
|
|
|
73,657
|
|
|||||
Purchase obligations
|
21,194
|
|
|
9,079
|
|
|
11,689
|
|
|
426
|
|
|
—
|
|
|||||
|
$
|
3,722,477
|
|
|
$
|
380,957
|
|
|
$
|
359,626
|
|
|
$
|
1,013,487
|
|
|
$
|
1,968,407
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic income (loss)
|
$
|
110,562
|
|
|
$
|
(80,066
|
)
|
|
$
|
(26,927
|
)
|
Foreign income
|
138,989
|
|
|
370,843
|
|
|
292,971
|
|
|||
Income before income taxes
|
$
|
249,551
|
|
|
$
|
290,777
|
|
|
$
|
266,044
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current income taxes (recoveries):
|
|
|
|
|
|
||||||
Domestic
|
$
|
12,238
|
|
|
$
|
(3,119
|
)
|
|
$
|
(839
|
)
|
Foreign
|
82,593
|
|
|
63,862
|
|
|
47,055
|
|
|||
|
94,831
|
|
|
60,743
|
|
|
46,216
|
|
|||
Deferred income taxes (recoveries):
|
|
|
|
|
|
|
|
|
|||
Domestic
|
(851,683
|
)
|
|
(44,569
|
)
|
|
3,390
|
|
|||
Foreign
|
(19,512
|
)
|
|
(9,892
|
)
|
|
(17,968
|
)
|
|||
|
(871,195
|
)
|
|
(54,461
|
)
|
|
(14,578
|
)
|
|||
Provision for (recovery of) income taxes
|
$
|
(776,364
|
)
|
|
$
|
6,282
|
|
|
$
|
31,638
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Expected statutory rate
|
26.5
|
%
|
|
26.5
|
%
|
|
26.5
|
%
|
|||
Expected provision for income taxes
|
$
|
66,131
|
|
|
$
|
77,056
|
|
|
$
|
70,501
|
|
Effect of foreign tax rate differences
|
8,647
|
|
|
(71,478
|
)
|
|
(57,017
|
)
|
|||
Change in valuation allowance
|
520
|
|
|
(34,999
|
)
|
|
6,617
|
|
|||
Amortization of deferred charges
|
6,298
|
|
|
11,316
|
|
|
10,525
|
|
|||
Effect of permanent differences
|
3,673
|
|
|
10,711
|
|
|
1,321
|
|
|||
Effect of changes in unrecognized tax benefits
|
14,427
|
|
|
(264
|
)
|
|
(1,800
|
)
|
|||
Effect of withholding taxes
|
3,845
|
|
|
3,457
|
|
|
3,045
|
|
|||
Difference in tax filings from provision
|
(7,836
|
)
|
|
8,959
|
|
|
1,657
|
|
|||
Other Items
|
4,045
|
|
|
1,524
|
|
|
(3,211
|
)
|
|||
Impact of internal reorganization of subsidiaries
|
(876,114
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
(776,364
|
)
|
|
$
|
6,282
|
|
|
$
|
31,638
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Non-capital loss carryforwards
|
$
|
109,060
|
|
|
$
|
230,936
|
|
Capital loss carryforwards
|
246
|
|
|
473
|
|
||
Undeducted scientific research and development expenses
|
101,998
|
|
|
92,595
|
|
||
Depreciation and amortization
|
887,735
|
|
|
20,977
|
|
||
Restructuring costs and other reserves
|
22,956
|
|
|
16,008
|
|
||
Deferred revenue
|
75,248
|
|
|
72,537
|
|
||
Other
|
74,668
|
|
|
41,985
|
|
||
Total deferred tax asset
|
$
|
1,271,911
|
|
|
$
|
475,511
|
|
Valuation Allowance
|
$
|
(58,925
|
)
|
|
$
|
(88,208
|
)
|
Deferred tax liabilities
|
|
|
|
||||
Scientific research and development tax credits
|
$
|
(12,070
|
)
|
|
$
|
(11,478
|
)
|
Acquired intangibles
|
—
|
|
|
(145,891
|
)
|
||
Other
|
(79,928
|
)
|
|
(68,004
|
)
|
||
Deferred tax liabilities
|
$
|
(91,998
|
)
|
|
$
|
(225,373
|
)
|
Net deferred tax asset
|
$
|
1,120,988
|
|
|
$
|
161,930
|
|
Comprised of:
|
|
|
|
||||
Long-term assets
|
1,215,712
|
|
|
241,161
|
|
||
Long-term liabilities
|
(94,724
|
)
|
|
(79,231
|
)
|
||
|
$
|
1,120,988
|
|
|
$
|
161,930
|
|
Unrecognized tax benefits as of July 1, 2015
|
$
|
180,249
|
|
Increases on account of current year positions
|
4,669
|
|
|
Increases on account of prior year positions
|
8,366
|
|
|
Decreases due to settlements with tax authorities
|
(1,147
|
)
|
|
Decreases due to lapses of statutes of limitations
|
(17,652
|
)
|
|
Unrecognized tax benefits as of July 1, 2016
|
$
|
174,485
|
|
Increases on account of current year positions
|
5,675
|
|
|
Increases on account of prior year positions
|
18,938
|
|
|
Decreases due to settlements with tax authorities
|
(16,332
|
)
|
|
Decreases due to lapses of statutes of limitations
|
(8,236
|
)
|
|
Unrecognized tax benefits as of June 30, 2017
|
$
|
174,530
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense
|
$
|
13,028
|
|
|
$
|
6,534
|
|
|
$
|
4,451
|
|
Penalties expense (recoveries)
|
438
|
|
|
(2,761
|
)
|
|
(2,032
|
)
|
|||
Total
|
$
|
13,466
|
|
|
$
|
3,773
|
|
|
$
|
2,419
|
|
|
As of June 30, 2017
|
|
As of June 30, 2016
|
||||
Interest expense accrued *
|
$
|
47,402
|
|
|
$
|
34,476
|
|
Penalties accrued *
|
$
|
2,160
|
|
|
$
|
1,615
|
|
*
|
These balances have been included within "Long-term income taxes payable" within the
Consolidated Balance Sheets
.
|
•
|
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.
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||||||||||||||
|
|
|
Fair Market Measurements using:
|
|
|
|
Fair Market Measurements using:
|
||||||||||||||||
|
June 30, 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
|
||||||||
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities*
|
$
|
3,023
|
|
|
N/A
|
|
$
|
3,023
|
|
|
N/A
|
|
$
|
11,839
|
|
|
N/A
|
|
$
|
11,839
|
|
|
N/A
|
Derivative financial instrument asset (note 16)
|
1,174
|
|
|
N/A
|
|
1,174
|
|
|
N/A
|
|
792
|
|
|
N/A
|
|
792
|
|
|
N/A
|
||||
|
$
|
4,197
|
|
|
N/A
|
|
$
|
4,197
|
|
|
N/A
|
|
$
|
12,631
|
|
|
N/A
|
|
$
|
12,631
|
|
|
N/A
|
|
As of June 30, 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
|
||||||||||||||||
Marketable securities
|
$
|
2,406
|
|
|
$
|
617
|
|
|
$
|
—
|
|
|
$
|
3,023
|
|
|
$
|
11,406
|
|
|
$
|
436
|
|
|
$
|
(3
|
)
|
|
$
|
11,839
|
|
Year Ended June 30, 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)
|
||||||
Foreign currency forward contracts
|
$
|
129
|
|
|
Operating
expenses |
|
$
|
(253
|
)
|
|
N/A
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended June 30, 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) |
||||||
Foreign currency forward contracts
|
$
|
(3,502
|
)
|
|
Operating
expenses |
|
$
|
(4,021
|
)
|
|
N/A
|
|
$
|
—
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Fiscal 2017 Restructuring Plan
|
$
|
33,827
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fiscal 2015 Restructuring Plan
|
(1,517
|
)
|
|
22,179
|
|
|
8,218
|
|
|||
OpenText/GXS Restructuring Plan
|
1,191
|
|
|
(3,427
|
)
|
|
8,163
|
|
|||
Restructuring Plans prior to OpenText/GXS Restructuring Plan
|
(14
|
)
|
|
(108
|
)
|
|
(1,809
|
)
|
|||
Acquisition-related costs
|
15,938
|
|
|
7,710
|
|
|
4,462
|
|
|||
Other charges (recoveries)
|
14,193
|
|
|
8,492
|
|
|
(6,211
|
)
|
|||
Total
|
$
|
63,618
|
|
|
$
|
34,846
|
|
|
$
|
12,823
|
|
Fiscal 2017 Restructuring Plan
|
Workforce
reduction
|
|
Facility costs
|
|
Total
|
||||||
Balance payable as at June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accruals and adjustments
|
31,595
|
|
|
2,232
|
|
|
33,827
|
|
|||
Cash payments
|
(16,156
|
)
|
|
(456
|
)
|
|
(16,612
|
)
|
|||
Foreign exchange and other non-cash adjustments
|
(5,394
|
)
|
|
(407
|
)
|
|
(5,801
|
)
|
|||
Balance payable as at June 30, 2017
|
$
|
10,045
|
|
|
$
|
1,369
|
|
|
$
|
11,414
|
|
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
|
(1,161
|
)
|
|
(357
|
)
|
|
(1,518
|
)
|
|||
Cash payments
|
(1,694
|
)
|
|
(1,358
|
)
|
|
(3,052
|
)
|
|||
Foreign exchange and other non-cash adjustments
|
(83
|
)
|
|
(40
|
)
|
|
(123
|
)
|
|||
Balance payable as at June 30, 2017
|
$
|
207
|
|
|
$
|
3,291
|
|
|
$
|
3,498
|
|
Fiscal 2015 Restructuring Plan
|
Workforce
reduction
|
|
Facility costs
|
|
Total
|
||||||
Balance payable as at June 30, 2015
|
$
|
3,842
|
|
|
$
|
2,126
|
|
|
$
|
5,968
|
|
Accruals and adjustments
|
17,249
|
|
|
4,930
|
|
|
22,179
|
|
|||
Cash payments
|
(17,290
|
)
|
|
(2,361
|
)
|
|
(19,651
|
)
|
|||
Foreign exchange
|
(656
|
)
|
|
351
|
|
|
(305
|
)
|
|||
Balance payable as of June 30, 2016
|
$
|
3,145
|
|
|
$
|
5,046
|
|
|
$
|
8,191
|
|
OpenText/GXS Restructuring Plan
|
Workforce
reduction
|
|
Facility costs
|
|
Total
|
||||||
Balance payable as at June 30, 2016
|
$
|
115
|
|
|
$
|
606
|
|
|
$
|
721
|
|
Accruals and adjustments
|
74
|
|
|
1,117
|
|
|
1,191
|
|
|||
Cash payments
|
—
|
|
|
(530
|
)
|
|
(530
|
)
|
|||
Foreign exchange and other non-cash adjustments
|
(92
|
)
|
|
63
|
|
|
(29
|
)
|
|||
Balance payable as at June 30, 2017
|
$
|
97
|
|
|
$
|
1,256
|
|
|
$
|
1,353
|
|
OpenText/GXS Restructuring Plan
|
Workforce
reduction
|
|
Facility costs
|
|
Total
|
||||||
Balance as of June 30, 2015
|
$
|
2,846
|
|
|
$
|
4,436
|
|
|
$
|
7,282
|
|
Accruals and adjustments
|
(1,878
|
)
|
|
(1,549
|
)
|
|
(3,427
|
)
|
|||
Cash payments
|
(648
|
)
|
|
(1,715
|
)
|
|
(2,363
|
)
|
|||
Foreign exchange
|
(205
|
)
|
|
(566
|
)
|
|
(771
|
)
|
|||
Balance payable as at June 30, 2016
|
$
|
115
|
|
|
$
|
606
|
|
|
$
|
721
|
|
Current assets
|
$
|
9,681
|
|
Non-current tangible assets
|
103,822
|
|
|
Intangible customer assets
|
407,000
|
|
|
Intangible technology assets
|
459,000
|
|
|
Liabilities assumed
|
(182,251
|
)
|
|
Total identifiable net assets
|
797,252
|
|
|
Goodwill
|
825,142
|
|
|
Net assets acquired
|
$
|
1,622,394
|
|
|
January 23, 2017 - June 30, 2017
|
||
Revenues
|
$
|
193,179
|
|
Net loss*
|
$
|
(23,616
|
)
|
|
Year Ended June 30,
|
||||||
Supplemental Unaudited Pro forma Information
|
2017
|
|
2016
|
||||
Total revenues
|
$
|
2,625,644
|
|
|
$
|
2,404,279
|
|
Net income
(1)(2)
|
$
|
1,022,109
|
|
|
$
|
348,728
|
|
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
|
|
Current assets
|
$
|
30,034
|
|
Non-current tangible assets
|
1,245
|
|
|
Intangible customer assets
|
51,900
|
|
|
Intangible technology assets
|
24,800
|
|
|
Long-term deferred tax liabilities
|
(1,780
|
)
|
|
Other liabilities assumed
|
(27,497
|
)
|
|
Total identifiable net assets
|
78,702
|
|
|
Goodwill
|
91,405
|
|
|
Net assets acquired
|
$
|
170,107
|
|
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
|
|
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
|
|
Cash consideration
|
$
|
322,417
|
|
Fair value, at date of acquisition, on shares of Actuate already owned through open market purchases
|
9,539
|
|
|
Purchase consideration
|
$
|
331,956
|
|
Current assets (inclusive of cash acquired of $22,463)
|
$
|
78,150
|
|
Non-current tangible assets
|
13,540
|
|
|
Intangible customer assets
|
62,600
|
|
|
Intangible technology assets
|
60,000
|
|
|
Liabilities assumed
|
(79,686
|
)
|
|
Total identifiable net assets
|
134,604
|
|
|
Goodwill
|
197,352
|
|
|
Net assets acquired
|
$
|
331,956
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Canada
|
$
|
227,115
|
|
|
$
|
107,217
|
|
|
$
|
113,780
|
|
United States
|
1,090,049
|
|
|
915,615
|
|
|
887,895
|
|
|||
United Kingdom
|
159,817
|
|
|
185,631
|
|
|
201,059
|
|
|||
Germany
|
166,611
|
|
|
155,201
|
|
|
169,538
|
|
|||
Rest of Europe
|
394,132
|
|
|
270,114
|
|
|
267,702
|
|
|||
All other countries
|
253,333
|
|
|
190,450
|
|
|
211,943
|
|
|||
Total revenues
|
$
|
2,291,057
|
|
|
$
|
1,824,228
|
|
|
$
|
1,851,917
|
|
|
As of June 30,
2017 |
|
As of June 30,
2016 |
||||
Long-lived assets:
|
|
|
|
||||
Canada*
|
$
|
1,283,589
|
|
|
$
|
145,927
|
|
United States
|
339,246
|
|
|
546,788
|
|
||
United Kingdom
|
11,583
|
|
|
20,042
|
|
||
Germany
|
6,694
|
|
|
4,878
|
|
||
Rest of Europe
|
21,360
|
|
|
76,560
|
|
||
All other countries
|
37,488
|
|
|
35,705
|
|
||
Total
|
$
|
1,699,960
|
|
|
$
|
829,900
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the period for interest
(1)
|
$
|
115,117
|
|
|
$
|
72,058
|
|
|
$
|
34,658
|
|
Cash received during the period for interest
|
$
|
3,115
|
|
|
$
|
3,659
|
|
|
$
|
3,905
|
|
Cash paid during the period for income taxes
(2)
|
$
|
83,086
|
|
|
$
|
40,431
|
|
|
$
|
25,870
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic earnings per share
|
|
|
|
|
|
||||||
Net income attributable to OpenText
|
$
|
1,025,659
|
|
(1)
|
$
|
284,477
|
|
|
$
|
234,327
|
|
Basic earnings per share attributable to OpenText
|
$
|
4.04
|
|
|
$
|
1.17
|
|
|
$
|
0.96
|
|
Diluted earnings per share
|
|
|
|
|
|
||||||
Net income attributable to OpenText
|
$
|
1,025,659
|
|
(1)
|
$
|
284,477
|
|
|
$
|
234,327
|
|
Diluted earnings per share attributable to OpenText
|
$
|
4.01
|
|
|
$
|
1.17
|
|
|
$
|
0.95
|
|
Weighted-average number of shares outstanding
|
|
|
|
|
|
||||||
Basic
|
253,879
|
|
|
242,926
|
|
|
244,184
|
|
|||
Effect of dilutive securities
|
1,926
|
|
|
1,150
|
|
|
1,730
|
|
|||
Diluted
|
255,805
|
|
|
244,076
|
|
|
245,914
|
|
|||
Excluded as anti-dilutive
(2)
|
1,371
|
|
|
5,458
|
|
|
3,718
|
|
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) |
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MARK J. BARRENECHEA
|
|
Director, Chief Executive Officer and Chief Technology Officer
(Principal Executive Officer)
|
|
August 3, 2017
|
Mark J. Barrenechea
|
|
|
|
|
/S/ P. THOMAS JENKINS
|
|
Chairman of the Board
|
|
August 3, 2017
|
P. Thomas Jenkins
|
|
|
|
|
/S/ RANDY FOWLIE
|
|
Director
|
|
August 3, 2017
|
Randy Fowlie
|
|
|
|
|
/S/ GAIL E. HAMILTON
|
|
Director
|
|
August 3, 2017
|
Gail E. Hamilton
|
|
|
|
|
/S/ BRIAN J. JACKMAN
|
|
Director
|
|
August 3, 2017
|
Brian J. Jackman
|
|
|
|
|
/S/ DEBORAH WEINSTEIN
|
|
Director
|
|
August 3, 2017
|
Deborah Weinstein
|
|
|
|
|
/S/ STEPHEN J. SADLER
|
|
Director
|
|
August 3, 2017
|
Stephen J. Sadler
|
|
|
|
|
/S/ MICHAEL SLAUNWHITE
|
|
Director
|
|
August 3, 2017
|
Michael Slaunwhite
|
|
|
|
|
/S/ KATHARINE B. STEVENSON
|
|
Director
|
|
August 3, 2017
|
Katharine B. Stevenson
|
|
|
|
|
|
|
|
|
|
/S/ CARL JÜRGEN TINGGREN
|
|
Director
|
|
August 3, 2017
|
Carl Jürgen Tinggren
|
|
|
|
|
Accepted
|
/s/ George Schulze
|
|
Date:
|
January 15, 2014
|
|
George Schulze
|
|
|
|
|
|
|
|
|
Witness
|
/s/ witness
|
|
Date:
|
January 15, 2014
|
◦
|
Do the Excess Parachute Rules Apply? If so;
|
◦
|
What is each individuals "Safe Harbor" amount and do the payments exceed these limits?
|
◦
|
Under which scenario would the net benefit to the executive be best?
|
By:
|
/s/ Robert E. Segert
|
|
Robert E. Segert
|
|
President and Chief Executive Officer
|
Accepted:
|
/s/ George Schulze
|
|
George Schulze
|
Date
|
August 6, 2012
|
i.
|
the consummation of a merger or consolidation of the Company with or into any other entity pursuant to which the stockholders of the Company, or applicable, immediately prior to such merger or consolidation hold less than 50% of the voting power of the surviving entity;
|
ii.
|
the sale or other disposition of all or substantially all of the Company's assets or any approval by the stockholders of the Company of a plan of complete liquidation of the Company;
|
iii.
|
any acquisition by any person or persons (other than the direct or indirect stockholders of the Company immediately after the Effective Date) of the beneficial ownership of 50% or more of the voting power of the Company's equity securities in a single transaction or series of related transactions;
provided, however
, than an underwritten pubic offering of the Company's securities shall not be considered a Change in Control; or
|
iv.
|
any change in the composition of the Board over a two-year period such that the directors at the beginning of the period and new directors elected during that period and approved by two-thirds of the incumbent directors cease to constitute at least a majority of the Board.
|
(i)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including any "person" (as that term is used in Section 13(d)(3) of the Exchange Act)) other than a Principal or a Related Party of a Principal;
|
(ii)
|
the adoption of a plan relating to the liquidation or dissolution of the Company;
|
(iii)
|
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any "person" (as defined above)), other than the Principals and their Related Parties or a Permitted Group becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; provided that this clause (iii) will not apply to the acquisition of the Company by one or more direct or indirect holding companies with no other material assets or operations, the Voting Stock of which is Beneficially Owned, immediately after such acquisition, by the Persons who Beneficially Owned the Voting Stock of the Company immediately prior to such acquisition (and in substantially the same proportions);
|
(iv)
|
the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such surviving or transferee Person (immediately after giving effect to such transaction); or
|
(v)
|
any change in the compensation of the Board over a twelve month period such that the directors at the beginning of the period and new directors elected during the period and approved by two-thirds of the incumbent directors cease to constitute at least a majority of the Board.
|
(i)
|
directly or indirectly, either as owner, principal, officer, agent, director, employee, consultant, or independent contractor, within any geographic region in which GXS conducts business, provide services to Sterling Commerce, Inovis, or EasyLink Services in connection with any business or other enterprise relating to software tools, solutions, or services used to conduct electronic commerce among companies, in a manner which may compete against any products or services offered or sold by GXS.
|
(ii)
|
divert or otherwise take away any customer of GXS with which you had contact during the twelve (12) months prior to the termination of your employment with GXS.
|
(iii)
|
directly or indirectly solicit, induce, or encourage any person who is an employee of GXS to terminate his/her relationship with GXS, or directly or indirectly hire or cause to be hired any person who is an employee of GXS.
|
1.
|
Cause or Voluntarily Quit
|
2.
|
Termination Without Cause
|
|
|
|
Name
|
|
Date
|
|
Year Ended June 30,
|
|||||||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||
Computation of earnings:
|
|
|
|
|
|
|||||
Earnings before taxes
|
249,551
|
|
290,777
|
|
266,044
|
|
276,535
|
|
178,210
|
|
Add:
|
|
|
|
|
|
|||||
(Income) losses attributable to non-controlling interests
|
(256
|
)
|
(18
|
)
|
(79
|
)
|
51
|
|
—
|
|
Fixed charges (see below)
|
119,124
|
|
76,363
|
|
54,620
|
|
27,934
|
|
16,982
|
|
Share in net (income) loss of equity investees
|
(5,952
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
362,467
|
|
367,122
|
|
320,585
|
|
304,520
|
|
195,192
|
|
Computation of combined fixed charges and preference dividends:
|
|
|
|
|
|
|||||
Fixed charges:
|
|
|
|
|
|
|||||
Interest and other related expense, net
|
119,124
|
|
76,363
|
|
54,620
|
|
27,934
|
|
16,982
|
|
Preference dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total combined fixed charges and preference dividends
|
119,124
|
|
76,363
|
|
54,620
|
|
27,934
|
|
16,982
|
|
|
|
|
|
|
|
|||||
Ratio of earnings to fixed charges
(1)
|
3.04
|
|
4.81
|
|
5.87
|
|
10.90
|
|
11.49
|
|
Ratio of earnings to combined fixed charges and preference dividends
(1) (2)
|
3.04
|
|
4.81
|
|
5.87
|
|
10.90
|
|
11.49
|
|
Corporation Name
|
Jurisdiction
|
Actuate Australia Pty Ltd
|
Australia
|
GXS (ANZ) Pty Limited
|
Australia
|
Open Text Pty Limited
|
Australia
|
Recommind Australia Pty Limited
|
Australia
|
Xpedite Systems Pty Limited
|
Australia
|
Open Text Software Austria GmbH
|
Austria
|
GXS S.A.
|
Belgium
|
Open Text BeLux Branch - Belgian Branch of Open Text Coöperatief U.A.
|
Belgium
|
EasyLink Do Brasil Comunicacoes Ltda.
|
Brazil
|
Open Text Brasil Comercio De Software Ltda.
|
Brazil
|
Open Text Technologia Da Informacao (Brasil) Ltda.
|
Brazil
|
8493642 Canada Inc.
|
Canada
|
GXS Canada Inc.
|
Canada
|
Open Text Canada Ltd.
|
Canada
|
Open Text Corporation
|
Canada
|
Recommind Canada Ltd.
|
Canada
|
Actuate Cayman Ltd.
|
Cayman Islands
|
Cordys (Beijing) Co., Ltd.
|
China
|
Cordys Information Systems B.V. – China Representative Office
|
China
|
Cordys Shanghai Co., Ltd.
|
China
|
Global 360 China Limited - Shanghai Representative Office
|
China
|
GXS (Shanghai) Software Development Limited
|
China
|
Open Text Software Technology (Shanghai) Co., Limited
|
China
|
Open Text Software Technology (Shanghai) Co., Ltd. - Beijing Branch
|
China
|
Open Text Software Technology (Shanghai) Co., Ltd - Guangzhou Branch
|
China
|
Stover Limited
|
Cyprus
|
Open Text s.r.o.
|
Czech Republic
|
Actuate Corporation
|
Delaware, United States
|
Actuate International Corporation
|
Delaware, United States
|
Actuate International Holding Company
|
Delaware, United States
|
Antelope Holding Inc.
|
Delaware, United States
|
ANX Holdings, Inc.
|
Delaware, United States
|
ANXe Business LLC
|
Delaware, United States
|
Easylink Services International Corporation
|
Delaware, United States
|
EasyLink Services USA, Inc.
|
Delaware, United States
|
GXS International, Inc.
|
Delaware, United States
|
GXS, Inc.
|
Delaware, United States
|
Open Text Holdings, Inc.
|
Delaware, United States
|
Open Text Inc.
|
Delaware, United States
|
Open Text USA Inc.
|
Delaware, United States
|
Recommind, Inc.
|
Delaware, United States
|
Rocket Holdco, Inc.
|
Delaware, United States
|
Vignette Partnership, LP
|
Delaware, United States
|
Xenos Output Technologies, Inc.
|
Delaware, United States
|
Xpedite Systems, LLC
|
Delaware, United States
|
Open Text A/S
|
Denmark
|
Open Text Egypt LLC
|
Egypt
|
Acquisition U.K. Limited
|
England & Wales
|
EasyLink Services International Limited
|
England & Wales
|
GXS Limited
|
England & Wales
|
GXS UK Holding Limited
|
England & Wales
|
ICCM Professional Services Limited
|
England & Wales
|
Metastorm Limited
|
England & Wales
|
Metastorm UK Limited
|
England & Wales
|
Open Text UK Limited
|
England & Wales
|
Recommind Limited
|
England & Wales
|
Resonate KT Limited
|
England & Wales
|
Sysgenics Limited
|
England & Wales
|
Xpedite Systems (UK) Limited
|
England & Wales
|
Actuate UK Limited
|
England & Wales
|
Open Text OY
|
Finland
|
Actuate International Corporation French Branch
|
France
|
EasyLink Services (France) S.A.R.L.
|
France
|
GXS SAS
|
France
|
Open Text SARL
|
France
|
Xpedite Systems Participations S.A.R.L.
|
France
|
Xpedite Systems SA
|
France
|
Actuate (Deutschland) GmbH
|
Germany
|
Cordys Deutschland Service GmbH
|
Germany
|
GXS GmbH
|
Germany
|
Legodo AG
|
Germany
|
Open Text Document Technologies GmbH
|
Germany
|
Open Text Software GmbH
|
Germany
|
Recommind GmbH
|
Germany
|
Xpedite Systems GmbH
|
Germany
|
EasyLink Services (Hong Kong) Limited
|
Hong Kong
|
Global 360 China Limited
|
Hong Kong
|
GXS (HK) Limited
|
Hong Kong
|
GXS International, Inc - Hong Kong Branch
|
Hong Kong
|
Open Text (Hong Kong) Limited
|
Hong Kong
|
Xpedite Systems Limited
|
Hong Kong
|
EasyLink Services Corporation India Private Limited
|
India
|
GXS India Technology Centre Private Limited
|
India
|
Open Text Corporation India Private Limited
|
India
|
Open Text Technologies India Private Limited
|
India
|
Vignette India Private Limited
|
India
|
Open Text Ireland Limited
|
Ireland
|
Cordys Israel Ltd.
|
Israel
|
GXS S.p.A
|
Italy
|
Open Text S.r.l.
|
Italy
|
Xpedite Systems S.r.l.
|
Italy
|
Actuate Japan Company Ltd
|
Japan
|
EasyLink Services K.K.
|
Japan
|
GXS Co., Ltd
|
Japan
|
Open Text K.K.
|
Japan
|
Xpedite Inc.
|
Japan
|
B2B Commerce (M) SDN. BHD.
|
Malaysia
|
The EasyLink Services Corporation SDN. BHD.
|
Malaysia
|
Xpedite Systems Incorporated (Malaysia) SDN. BHD.
|
Malaysia
|
GXS de Mexico, S. de R.L. de C.V.
|
Mexico
|
Open Text, S. de R.L. de C.V.
|
Mexico
|
GXS B.V.
|
Netherlands
|
GXS International, Inc - Netherlands Branch
|
Netherlands
|
Open Text Coöperatief U.A.
|
Netherlands
|
X-Hive Corporation B.V.
|
Netherlands
|
StreamServe S.a.r.l. B.V.
|
Netherlands - Luxembourg
|
Open Text New Zealand Limited
|
New Zealand
|
3304709 Nova Scotia Limited
|
Nova Scotia, Canada
|
Actuate Canada Corporation
|
Nova Scotia, Canada
|
Open Text GXS ULC
|
Nova Scotia, Canada
|
Open Text ULC
|
Nova Scotia, Canada
|
Open Text SA ULC (Nova Scotia)
|
Nova Scotia, Canada
|
Open Text (Philippines), Inc.
|
Philippines
|
Open Text Sp.z.o.o.
|
Poland
|
Open Text Software S.L. - Sucursal em Portugal
|
Portugal
|
Nstein Technologies Inc.
|
Quebec, Canada
|
EasyLink Services Korea Corporation
|
Republic of Korea
|
GXS Inc.
|
Republic of Korea
|
Open Text LLC
|
Russian Federation
|
EC1 Pte Ltd
|
Singapore
|
GXS International, Inc - Singapore Branch
|
Singapore
|
Open Text (Asia) Pte Limited
|
Singapore
|
SCS Computer Systems Pte. Limited
|
Singapore
|
Open Text South Africa (Pty) Limited
|
South Africa
|
Actuate Spain S.L
|
Spain
|
Global 360 Spain S.L.
|
Spain
|
Open Text Software S.L.
|
Spain
|
Xpedite Systems Spain, SA
|
Spain
|
Open Text AB
|
Sweden
|
StreamServe Development AB
|
Sweden
|
Actuate International Sarl
|
Switzerland
|
GXS AG
|
Switzerland
|
Open Text AG
|
Switzerland
|
Xpedite Systems AG
|
Switzerland
|
GXS Ltd
|
Thailand
|
Open Text Middle East - Branch of Open Text Inc in the United Arab Emirates
|
United Arab Emirates
|
Open Text Public Sector Solutions, Inc.
|
Virginia, United States
|
/s/ KPMG LLP
|
Chartered Professional Accountants, Licensed Public Accountants
|
Toronto, Canada
|
August 3, 2017
|
1.
|
I have reviewed this
Annual Report
on Form
10-K
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 |
1.
|
I have reviewed this
Annual Report
on Form
10-K
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 |
/s/ MARK J. BARRENECHEA
|
|
Mark J. Barrenechea
Chief Executive Officer and Chief Technology Officer |
By:
|
/s/ JOHN M. DOOLITTLE
|
|
|
John M. Doolittle
Executive Vice President and Chief Financial Officer |