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OpenText Reports Fourth Quarter and Fiscal Year 2025 Financial Results

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OpenText (NASDAQ: OTEX) reported its Q4 and fiscal year 2025 results, with annual total revenues of $5.17 billion, down 10.4% year-over-year. The company achieved cloud revenues of $1.86 billion, growing 2.0% Y/Y, with cloud bookings surging 32% in Q4, driven by AI-driven Titanium X platform demand.

Key financial metrics include Adjusted EBITDA of $1.78 billion with a 34.5% margin, and record capital returns of $683 million to shareholders. The company announced a 5% dividend increase to $0.2750 per share and a new $300 million share repurchase program.

For FY2026, OpenText projects 3-4% cloud revenue growth and 1-2% total revenue growth, focusing on AI, Cloud, and Security opportunities.

OpenText (NASDAQ: OTEX) ha comunicato i risultati del quarto trimestre e dell'intero anno fiscale 2025, con ricavi totali annuali di 5,17 miliardi di dollari, in calo del 10,4% rispetto all'anno precedente. L'azienda ha raggiunto ricavi cloud di 1,86 miliardi di dollari, in crescita del 2,0% su base annua, con prenotazioni cloud in aumento del 32% nel quarto trimestre, trainate dalla domanda della piattaforma Titanium X basata su AI.

I principali indicatori finanziari includono un EBITDA rettificato di 1,78 miliardi di dollari con un margine del 34,5%, e un ritorno di capitale record di 683 milioni di dollari agli azionisti. L'azienda ha annunciato un incremento del dividendo del 5% a 0,2750 dollari per azione e un nuovo programma di riacquisto azionario da 300 milioni di dollari.

Per l'anno fiscale 2026, OpenText prevede una crescita dei ricavi cloud del 3-4% e una crescita totale dei ricavi dell'1-2%, concentrandosi su opportunità legate ad AI, Cloud e Sicurezza.

OpenText (NASDAQ: OTEX) reportó sus resultados del cuarto trimestre y del año fiscal 2025, con ingresos totales anuales de 5,17 mil millones de dólares, una disminución del 10,4% interanual. La compañía alcanzó ingresos en la nube de 1,86 mil millones de dólares, creciendo un 2,0% interanual, con reservas en la nube que aumentaron un 32% en el cuarto trimestre, impulsadas por la demanda de la plataforma Titanium X basada en IA.

Los principales indicadores financieros incluyen un EBITDA ajustado de 1,78 mil millones de dólares con un margen del 34,5%, y retornos de capital récord de 683 millones de dólares a los accionistas. La empresa anunció un aumento del dividendo del 5% a 0,2750 dólares por acción y un nuevo programa de recompra de acciones de 300 millones de dólares.

Para el año fiscal 2026, OpenText proyecta un crecimiento de ingresos en la nube del 3-4% y un crecimiento total de ingresos del 1-2%, enfocándose en oportunidades en IA, Cloud y Seguridad.

OpenText (NASDAQ: OTEX)� 2025 회계연도 4분기 � 연간 실적� 발표했으�, 연간 � 매출은 51� 7천만 달러� 전년 대� 10.4% 감소했습니다. 회사� 클라우드 매출 18� 6천만 달러� 기록하며 전년 대� 2.0% 성장했고, 4분기 클라우드 예약은 AI 기반 Titanium X 플랫� 수요� 힘입� 32% 급증했습니다.

주요 재무 지표로� 조정 EBITDA 17� 8천만 달러와 34.5% 마진, 주주에게 기록적인 6� 8� 3백만 달러� 자본 환원� 포함됩니�. 회사� 주당 배당금을 5% 인상하여 0.2750달러� 발표했으�, 새로� 3� 달러 규모� 자사� 매입 프로그램� 발표했습니다.

2026 회계연도에는 OpenText가 클라우드 매출 3-4% 성장� 매출 1-2% 성장� 전망하며 AI, 클라우드, 보안 분야 기회� 집중� 계획입니�.

OpenText (NASDAQ : OTEX) a publié ses résultats du quatrième trimestre et de l'exercice 2025, avec un chiffre d'affaires total annuel de 5,17 milliards de dollars, en baisse de 10,4 % par rapport à l'année précédente. L'entreprise a réalisé des revenus cloud de 1,86 milliard de dollars, en croissance de 2,0 % sur un an, avec des commandes cloud en hausse de 32 % au quatrième trimestre, stimulées par la demande de la plateforme Titanium X pilotée par l'IA.

Les principaux indicateurs financiers comprennent un EBITDA ajusté de 1,78 milliard de dollars avec une marge de 34,5 %, ainsi que des retours de capital records de 683 millions de dollars aux actionnaires. L'entreprise a annoncé une augmentation de dividende de 5 % à 0,2750 dollar par action et un nouveau programme de rachat d'actions de 300 millions de dollars.

Pour l'exercice 2026, OpenText prévoit une croissance des revenus cloud de 3 à 4 % et une croissance totale des revenus de 1 à 2 %, en se concentrant sur les opportunités liées à l'IA, au cloud et à la sécurité.

OpenText (NASDAQ: OTEX) meldete seine Ergebnisse für das vierte Quartal und das Geschäftsjahr 2025 mit einem jährlichen Gesamtumsatz von 5,17 Milliarden US-Dollar, was einem Rückgang von 10,4 % im Jahresvergleich entspricht. Das Unternehmen erzielte Cloud-Umsätze von 1,86 Milliarden US-Dollar, was einem Wachstum von 2,0 % gegenüber dem Vorjahr entspricht, wobei die Cloud-Buchungen im vierten Quartal um 32 % stiegen, angetrieben durch die Nachfrage nach der KI-gesteuerten Titanium X-Plattform.

Wichtige Finanzkennzahlen umfassen ein bereinigtes EBITDA von 1,78 Milliarden US-Dollar mit einer Marge von 34,5 % sowie rekordverdächtige Kapitalrückführungen in Höhe von 683 Millionen US-Dollar an die Aktionäre. Das Unternehmen kündigte eine Dividendensteigerung von 5 % auf 0,2750 US-Dollar je Aktie sowie ein neues Aktienrückkaufprogramm in Höhe von 300 Millionen US-Dollar an.

Für das Geschäftsjahr 2026 prognostiziert OpenText ein Cloud-Umsatzwachstum von 3-4 % und ein Gesamtumsatzwachstum von 1-2 %, mit Fokus auf Chancen in den Bereichen KI, Cloud und Sicherheit.

Positive
  • Cloud revenues grew 2.0% Y/Y to $1.86B with cloud bookings surging 32% in Q4
  • Record capital return of $683M to shareholders through dividends ($272M) and share repurchases ($411M)
  • Announced 5% dividend increase and new $300M share repurchase program
  • Strong Adjusted EBITDA margin of 34.5% while investing in cloud, security and AI
  • Enterprise cloud bookings increased 10.1% Y/Y to $773M
Negative
  • Total revenues declined 10.4% Y/Y to $5.17B
  • Operating cash flows decreased 14.2% Y/Y to $831M
  • Free cash flows dropped 15.0% Y/Y to $687M
  • GAAP-based EPS declined 3.5% Y/Y to $1.65
  • Customer support revenue decreased 14.0% Y/Y to $2.33B

Insights

OpenText posts mixed results with cloud growth but overall revenue decline; announces positive shareholder returns via dividend hike and buybacks.

OpenText delivered mixed financial results for fiscal 2025, with the most promising element being the acceleration of cloud bookings growth to 32.3% in Q4, indicating strong market adoption of their AI-driven Titanium X platform. However, the broader picture shows challenges - total revenue declined 10.4% year-over-year to $5.17 billion, though this was partially due to the AMC divestiture (excluding this, decline was 3%).

The company's strategic focus on cloud services is yielding modest results with cloud revenue growing 2.0% to $1.86 billion for the full year. This positive trajectory in cloud is critical as it represents the future growth engine for OpenText, especially given the steep 25% decline in license revenue to $625.6 million, reflecting the ongoing shift away from traditional software licensing models.

From a profitability perspective, OpenText maintained solid margins with Adjusted EBITDA of $1.78 billion, representing a 34.5% margin. However, both GAAP EPS ($1.65, down 3.5%) and non-GAAP EPS ($3.82, down 8.4%) showed year-over-year declines, signaling pressure on bottom-line performance despite margin discipline.

Perhaps most significant for shareholders are the two capital return announcements: a 5% dividend increase to $0.2750 per share quarterly and a new $300 million share repurchase program. These moves demonstrate management's confidence in future cash flow generation despite the challenging revenue environment. The company already returned a record $683 million to shareholders in fiscal 2025 through dividends and share repurchases.

Looking ahead, management's outlook for fiscal 2026 projects 3-4% cloud revenue growth and 1-2% total revenue growth, suggesting the company expects to transition from revenue contraction to modest expansion. The emphasis on AI, cloud, and security as growth drivers indicates where strategic investments are being directed. Cash flow generation remains solid but declining, with operating cash flow of $831 million (down 14.2%) and free cash flow of $687 million (down 15.0%).

For investors, the key question is whether the accelerating cloud bookings growth (a leading indicator) will translate into meaningful revenue growth in the coming quarters, offsetting the structural decline in the legacy business segments.

$1.86B of Cloud Revenues, 2.0% Y/Y growth
Announces 5% increase of dividend
New $300 million share repurchase program

Fiscal 2025 Annual Highlights Y/Y (in millions)(1)


Total
Revenues

Cloud
Revenues


Profitability


EPS


Cash Flows


Net Income


A-EBITDA


GAAP


Non-GAAP


Operating


Free Cash
Flows

$5,168

$1,856


$436


$1,784


$1.65


$3.82


$831


$687

-10.4% Y/Y

2.0% Y/Y


8.4% margin


34.5% margin


-3.5% Y/Y


-8.4% Y/Y


-14.2% Y/Y


-15.0% Y/Y


"OpenText had a strong Q4 and our cloud business is accelerating. Cloud bookings growth surged to 32%, driven by demand for our new AI-driven Titanium X platform. For the full Fiscal 2025, we delivered 13% total cloud RPO growth, 2.0% cloud revenue growth, an overall Adj EBITDA margin of 34.5% and record capital return of $683 million to our shareholders," said Mark J. Barrenechea, OpenText CEO & CTO. "Further, in Fiscal 2025, we were focused on completing our large divestiture and excluding that divestiture, total growth was a negative 3%. We are excited about the new fiscal year ahead and the growth opportunities of AI, Cloud and Security which are driving our full-year Fiscal 2026 outlook of 3% to 4% cloud revenue growth and 1% to 2% total revenue growth."


Mark J. Barrenechea, OpenText CEO & CTO








"Our fourth quarter performance demonstrated operational discipline and excellence, reinforcing OpenText's ability to drive sustained margin and free cash flow growth," said Chadwick Westlake, OpenText EVP, CFO. "I remain confident in OpenText's ability to reinvest strategically in out-performing products and building long-term shareholder value. It's been a privilege to serve at OpenText—an extraordinary Canadian company."


Chadwick Westlake, OpenText EVP, CFO

WATERLOO, ON, Aug. 7, 2025 /PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced its financial results for the fourth quarter and year ended June30, 2025.

Fiscal Year Financial Highlights Y/Y

  • Total revenues: $5.168 billion, -10.4% Y/Y or -3.0% when adjusted for AMC
  • Annual Recurring Revenues (ARR): $4.191 billion, -7.6% Y/Y
  • Cloud revenues: $1.856 billion, +2.0% Y/Y
  • Enterprise cloud bookings(2): $773 million, +10.1% Y/Y
  • Operating cash flows: $831 million and free cash flows(3) were $687 million
  • GAAP-based net income: $436 million, -6.3% Y/Y, margin of 8.4%
  • Adjusted EBITDA(3) of $1.784 billion, margin of 34.5% while making key investments in cloud, security and AI
  • Record capital returns of $683 million including $272 million via dividends and $411 million of share repurchases
  • Diluted earnings per share (EPS): GAAP $1.65, Non-GAAP(3) of $3.82
  • 5% increase of dividend per share in Fiscal 2026, with declared quarterly dividend of $0.2750 per share

Fiscal 2025 Fourth Quarter Highlights (in millions)(1)


Total
Revenues

Cloud
Revenues


Profitability


EPS


Cash Flows


Net Income


A-EBITDA


GAAP


Non-GAAP


Operating


Free Cash
Flows

$1,311

$475


$29


$444


$0.11


$0.97


$158


$124

-3.8% Y/Y

+2.1% Y/Y


2.2% margin


33.9% margin


-87.9% Y/Y


-1.0% Y/Y


-14.6% Y/Y


-14.6% Y/Y

  • Total revenues: $1.311 billion, -3.8% Y/Y or -0.7% when adjusted for the AMC divestiture
  • Annual recurring revenues (ARR): $1.055 billion, -3.5% Y/Y or -0.8% when adjusted for the AMC divestiture
  • Cloud revenues: $475 million, +2.1% Y/Y, 18 consecutive quarters of cloud organic growth
  • Quarterly enterprise cloud bookings(2): $238 million, 32.3% Y/Y
  • Cash flows: Operating $158 million and free cash flows(3) $124 million
  • Net income: GAAP $29 million, -88.4% Y/Y, Non-GAAP(3) $250 million, -6.6% Y/Y
  • Adjusted EBITDA(3) of $444 million, margin of 33.9%
  • Diluted earnings per share (EPS): GAAP $0.11, Non-GAAP(3) $0.97
  • Repurchased $145 million of common shares for cancellation


(1)

Numbers represented are in millions of US dollars, except for per share or percentage metrics.

(2)

Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise based customers.

(3)

Please see Note 2 "Use of Non-GAAP Financial Measures" to the consolidated financial statements below.

Summary of Annual Results









(In millions, except per share data)

FY'25

FY'24

$ Change

%Change


FY'25
in CC*

% Change
in CC*


Revenues:









Cloud services and subscriptions

$1,856.5

$1,820.5

$36.0

2.0%


$1,857.9

2.1%


Customer support

2,334.0

2,713.3

($379.3)

(14.0)%


2,336.9

(13.9)%


Total annual recurring revenues**

$4,190.5

$4,533.8

($343.3)

(7.6)%


$4,194.8

(7.5)%


License

625.6

834.2

($208.5)

(25.0)%


625.2

(25.1)%


Professional service and other

352.3

401.6

($49.3)

(12.3)%


351.2

(12.5)%


Total revenues

$5,168.4

$5,769.6

($601.2)

(10.4)%


$5,171.2

(10.4)%


GAAP-based operating income

$892.7

$887.1

$5.6

0.6%


N/A

N/A


Non-GAAP-based operating income (1)

$1,654.1

$1,838.8

($184.7)

(10.0)%


$1,639.1

(10.9)%


GAAP-based net income attributable to OpenText

$435.9

$465.1

($29.2)

(6.3)%


N/A

N/A


GAAP-based EPS, diluted

$1.65

$1.71

($0.06)

(3.5)%


N/A

N/A


Non-GAAP-based EPS, diluted(1)(2)

$3.82

$4.17

($0.35)

(8.4)%


$3.78

(9.4)%


Adjusted EBITDA(1)

$1,784.5

$1,970.2

($185.7)

(9.4)%


$1,769.1

(10.2)%


Operating cash flows

$830.6

$967.7

($137.1)

(14.2)%


N/A

N/A


Free cash flows (1)

$687.4

$808.4

($121.0)

(15.0)%


N/A

N/A











Summary of Quarterly Results









(In millions, except per share data)

Q4 FY'25

Q4 FY'24

$ Change

%Change


Q4 FY'25
in CC*

% Change
in CC*


Revenues:









Cloud services and subscriptions

$474.5

$464.9

$9.6

2.1%


$471.3

1.4%


Customer support

580.6

628.4

($47.8)

(7.6)%


575.5

(8.4)%


Total annual recurring revenues**

$1,055.1

$1,093.3

($38.2)

(3.5)%


$1,046.8

(4.3)%


License

172.5

171.5

$1.0

0.6%


169.9

(0.9)%


Professional service and other

82.9

97.3

($14.4)

(14.8)%


81.2

(16.5)%


Total revenues

$1,310.5

$1,362.1

($51.6)

(3.8)%


$1,298.0

(4.7)%


GAAP-based operating income

$181.6

$193.3

($11.7)

(6.1)%


N/A

N/A


Non-GAAP-based operating income (1)

$409.9

$413.5

($3.5)

(0.9)%


$398.4

(3.6)%


GAAP-based net income attributable to OpenText

$28.8

$248.2

($219.4)

(88.4)%


N/A

N/A


GAAP-based EPS, diluted

$0.11

$0.91

($0.80)

(87.9)%


N/A

N/A


Non-GAAP-based EPS, diluted(1)(2)

$0.97

$0.98

($0.01)

(1.0)%


$0.94

(4.1)%


Adjusted EBITDA(1)

$443.9

$445.4

($1.5)

(0.3)%


$432.3

(2.9)%


Operating cash flows

$158.2

$185.2

($27.0)

(14.6)%


N/A

N/A


Free cash flows (1)

$124.0

$145.2

($21.3)

(14.6)%


N/A

N/A



(1)

Please see Note 2 "Use of Non-GAAP Financial Measures" to the consolidated financial statements below.

(2)

For periods prior to Fiscal 2025, this is reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the period based on the forecasted utilization period. Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K.

Note: Items in tables may not add due to rounding.Percentages presented are calculated based on the underlying amounts.

*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

**Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.



Dividend

OpenText announced it is raising its dividend by 5% per share, payable quarterly. As part of the quarterly, non-cumulative cash dividend program, the Board declared on August6, 2025, a cash dividend of $0.2750 per common share. The record date for this dividend is September5, 2025 and the payment date is September19, 2025. OpenText believes strongly in returning value to its shareholders. Any future declarations of dividends and the establishment of future record and payment dates are all subject to the final determination and discretion of the Board of Directors.

Share Repurchase Plan/Normal Course Issuer Bid

OpenText also announced today the renewal of its share repurchase plan pursuant to which it intends to purchase for cancellation in open market transactions, from time to time over the next 12 months, if considered advisable, up to an aggregate of US$300 million of its common shares (Common Shares) on the Toronto Stock Exchange (the "TSX"), the NASDAQ Global Select Market and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the "Repurchase Plan"). The price that OpenText will pay for Common Shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Company's determination to renew its share repurchase plan reflects its confidence in its operational execution and expanding cash flows, with the Repurchase Plan being additive to the Company's overall strategic capital allocation, complementing its ongoing M&A activity and dividend program. The Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. Purchases made under the Repurchase Plan may commence on August 12, 2025 and will expire on August 11, 2026 (subject to earlier termination where the maximum purchase limits have been reached). All Common Shares purchased by OpenText pursuant to the Repurchase Plan will be cancelled.

Normal Course Issuer Bid

The Company has renewed its normal course issuer bid (the "NCIB") in order to provide it with a means to execute purchases over the TSX as part of the overall Repurchase Plan.

The TSX has approved the Company's notice of intention to commence the NCIB pursuant to which the Company may purchase Common Shares over the TSX for the period commencing August 12, 2025 until August 11, 2026 (subject to earlier termination where the maximum purchase limits have been reached) in accordance with the TSX's normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted. Under the rules of the TSX, the maximum number of Common Shares that may be purchased in this period is 24,906,456, representing 10% of the Company's public float (calculated in accordance with TSX rules based on the 254,316,690 Common Shares issued and outstanding as of July 31, 2025), and the maximum number of Common Shares that may be purchased on a single day is 224,146 Common Shares, which is 25% of 896,585 (calculated in accordance with TSX rules based on the average daily trading volume for the Common Shares on the TSX for the six months ended July31, 2025), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

Further, as part of the NCIB renewal, the Company has entered into an automatic share purchase plan (ASPP) with its broker to facilitate repurchases of the Common Shares. Under the terms of the ASPP, the Company's broker will be permitted to make purchases at its sole discretion based on parameters set by the Company in accordance with TSX rules, applicable law and the terms of the ASPP, during periods when the Company would ordinarily not be permitted to make purchases, whether due to regulatory restriction or customary self-imposed blackout periods. Outside of such periods, Common Shares can be purchased based on management's discretion, in compliance with TSX rules and applicable law.

All purchases of Common Shares made under the ASPP will be included in determining the number of Common Shares purchased under the NCIB. The ASPP has been pre-cleared by the TSX and will be effective on August 12, 2025. The ASPP will terminate on the earliest of: (a) the date on which the maximum purchase limits under the NCIB are reached; (b) August 11, 2026; or (c) the date on which the Company terminates the ASPP in accordance with its terms.

Under its previous normal course issuer bid which began on August 7, 2024, and which expired on August 6, 2025, the Company was authorized to repurchase up to 21,179,064 Common Shares, subject to an initial maximum aggregate value of US$300 million (which was increased by US$150 million to US$450 million on March 13, 2025). From August 7, 2024 to July 31, 2025, the Company purchased for cancellation 15,344,187 Common Shares, through the facilities of the TSX or by such other permitted means, for a total of approximatelyUS$435 million at a volume weighted average purchase price of US$28.35 per Common Share. Separately, in connection with the settlement of awards under the long-term incentive plans, during Fiscal 2025, the Company repurchased 4,322,445 Common Shares on the open market at a total cost of approximately US$126 million at a volume weighted average price of US$29.03 per Common Share. As part of its previous normal course issuer bid, the Company entered into an ASPP with its broker on March 13, 2025, which expired on August 6, 2025.

Quarterly Business Highlights

  • Key customer wins in the quarter include: Atos International, Autostrade per l'Italia, Bayer, BMO, Delta Galil, Groupe Clarins, HARGASSNER Ges mbH, Koc Sistem, PriMed Management Consulting Services, Principle Imaging, Rightmove Group, Skagit Regional Health, SKF, Texas Commission on Law Enforcement, The National Bank for Foreign Economic Activity of the Republic of Uzbekistan
  • OpenText and TELUS partner to deliver Canadian sovereign AI-powered solutions for government and business
  • OpenText appoints Kristen Ludgate to its board of directors
  • OpenText received the 2025 SAP Pinnacle Award in the Partner Solution Success category, recognizing excellence in delivering customer value through SAP-integrated solutions
  • OpenText showcased its end-to-end cybersecurity innovations at the RSA Conference 2025, including AI-powered threat detection and secure information management, underscoring its commitment to cyber resilience

Summary of Quarterly Results









Q4 FY'25

Q3 FY'25

Q4 FY'24

%Change

(Q4 FY'25 vs
Q3 FY'25)


%Change

(Q4 FY'25 vs
Q4 FY'24)


Revenue (millions)

$1,311

$1,254

$1,362

4.5%


(3.8)%


GAAP-based gross margin

72.3%

71.6%

72.5%

70

bps

(20)

bps

Non-GAAP-based gross margin (1)

76.2%

75.7%

76.4%

50

bps

(30)

bps

GAAP-based EPS, diluted

$0.11

$0.35

$0.91

(68.6)%


(87.9)%


Non-GAAP-based EPS, diluted (1)(2)

$0.97

$0.82

$0.98

18.3%


(1.0)%




(1)

Please see Note 2 "Use of Non-GAAP Financial Measures" to the consolidated financial statements below.

(2)

For periods prior to Fiscal 2025, this is reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the period based on the forecasted utilization period. Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K.



Conference Call Information

OpenText posted an investor presentation on its Investor Relations website and invites the public to listen to the earnings conference call webcast tomorrow onFriday, August8, 2025 at 8:30 a.m. ET (5:30 a.m. PT) from the Investor Relations section of the Company's website at .To join the webcast instantly, use this . A webcast replay will be available shortly following completion of the live call.

Please see below note (2) for a reconciliation of U.S. GAAP-based financial measures used in this press release to Non-GAAP-based financial measures.

Copyright ©2025 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: .

OTEX-F

About OpenText

OpenText is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at .

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about Open Text Corporation ("OpenText" or "the Company") on growth, profitability and future of Information Management, including returning to growth, strategic capital allocation, delivering sustained margin and free cash flow growth, reinvestment in out-performing products, and generating returns for investors; expected performance in Fiscal 2026, including competitive position of and innovation to certain products and ability to build long-term shareholder value; customer benefits from products; A-EBITDA expansion; executing the Company's capital allocation strategy, including expected return to shareholders; execution of Business Optimization Plan and other savings initiatives, including timing, costs, savings, associated benefits thereof and potential adjustments of amounts thereto; projected outlook, estimates and business model; future acquisitions or divestitures and associated strategy; future revenues, operating expenses, margins, RPO, cRPO, free cash flows, earnings, interest expense and capital expenditures; net leverage and savings estimates and timing thereof; market share of our products; innovation road map; intention to increase our dividend, including any estimated annualized dividend; expected size and timing of the Repurchase Plan, including execution thereof; future tax rates; renewal rates; new platform and product offerings, including reinvestment therein and associated benefits to customers; internal automation and AI leverage, including our AI strategy, vision and growth; and other matters, which may contain words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions, including statements regarding future outlook and estimates, are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change and are not considered guidance. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends are also subject to the final determination and discretion of the Board of Directors, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: all statements regarding the expected future financial position, results of operations, revenues, expenses, margins, cash flows, dividends, share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; incurring unanticipated costs, delays or difficulties; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.

OPEN TEXT CORPORATION

CONSOLIDATED BALANCE SHEETS

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



June 30, 2025


June 30, 2024

ASSETS




Cash and cash equivalents

$ 1,156,496


$ 1,280,662

Accounts receivable trade, net of allowance for credit losses of $14,258 as of June30, 2025 and $12,108 as of June30, 2024

659,675


626,189

Contract assets

77,920


66,450

Income taxes recoverable

108,792


61,113

Prepaid expenses and other current assets

198,575


242,911

Total current assets

2,201,458


2,277,325

Property and equipment

375,252


367,740

Operating lease right of use assets

197,977


219,774

Long-term contract assets

49,293


38,684

Goodwill

7,517,463


7,488,367

Acquired intangible assets

1,976,591


2,486,264

Deferred tax assets

1,080,575


932,657

Other assets

307,693


298,281

Long-term income taxes recoverable

67,762


96,615

Total assets

$ 13,774,064


$ 14,205,707

LIABILITIES AND SHAREHOLDERS' EQUITY




Current liabilities:




Accounts payable and accrued liabilities

$ 1,026,583


$ 931,116

Current portion of long-term debt

35,850


35,850

Operating lease liabilities

75,914


76,446

Deferred revenues

1,515,382


1,521,416

Income taxes payable

93,325


235,666

Total current liabilities

2,747,054


2,800,494

Long-term liabilities:




Accrued liabilities

42,312


46,483

Pension liability, net

132,215


127,255

Long-term debt

6,342,071


6,356,943

Long-term operating lease liabilities

189,949


218,174

Long-term deferred revenues

168,757


162,401

Long-term income taxes payable

79,604


145,644

Deferred tax liabilities

141,514


148,632

Total long-term liabilities

7,096,422


7,205,532

Shareholders' equity:




Share capital and additional paid-in capital




254,784,391 and 267,800,517 Common Shares issued and outstanding at June30, 2025 and June30, 2024, respectively; authorized Common Shares: unlimited

2,193,985


2,271,886

Accumulated other comprehensive income (loss)

(67,067)


(69,619)

Retained earnings

1,940,113


2,119,159

Treasury stock, at cost (4,648,036 and 3,135,980 shares at June30, 2025 and June30, 2024, respectively)

(138,164)


(123,268)

Total OpenText shareholders' equity

3,928,867


4,198,158

Non-controlling interests

1,721


1,523

Total shareholders' equity

3,930,588


4,199,681

Total liabilities and shareholders' equity

$ 13,774,064


$ 14,205,707

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)



Three Months Ended June 30,


2025


2024

Revenues:




Cloud services and subscriptions

$ 474,530


$ 464,891

Customer support

580,573


628,381

License

172,515


171,535

Professional service and other

82,919


97,342

Total revenues

1,310,537


1,362,149

Cost of revenues:




Cloud services and subscriptions

176,198


175,799

Customer support

63,347


69,706

License

11,442


9,017

Professional service and other

64,717


71,691

Amortization of acquired technology-based intangible assets

47,134


48,220

Total cost of revenues

362,838


374,433

Gross profit

947,699


987,716

Operating expenses:




Research and development

187,183


198,855

Sales and marketing

279,584


291,750

General and administrative

106,007


126,639

Depreciation

34,049


31,984

Amortization of acquired customer-based intangible assets

79,656


97,446

Special charges (recoveries)

79,662


47,784

Total operating expenses

766,141


794,458

Income from operations

181,558


193,258

Other income (expense), net

(89,169)


397,055

Interest and other related expense, net

(81,118)


(102,461)

Income before income taxes

11,271


487,852

Provision for (recovery of) income taxes

(17,613)


239,578

Net income for the period

$ 28,884


$ 248,274

Net (income) attributable to non-controlling interests

(51)


(45)

Net income attributable to OpenText

$ 28,833


$ 248,229

Earnings per share—basic attributable to OpenText

$ 0.11


$ 0.92

Earnings per share—diluted attributable to OpenText

$ 0.11


$ 0.91

Weighted average number of Common Shares outstanding—basic (in '000's)

257,680


271,178

Weighted average number of Common Shares outstanding—diluted (in '000's)

257,711


271,724

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

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



Year Ended June 30,


2025


2024


2023

Revenues:






Cloud services and subscriptions

$ 1,856,474


$ 1,820,524


$ 1,700,433

Customer support

2,334,037


2,713,297


1,915,020

License

625,614


834,162


539,026

Professional service and other

352,280


401,594


330,501

Total revenues

5,168,405


5,769,577


4,484,980

Cost of revenues:






Cloud services and subscriptions

697,929


713,759


590,165

Customer support

250,310


292,733


209,705

License

31,939


25,608


16,645

Professional service and other

265,160


302,527


276,888

Amortization of acquired technology-based intangible assets

188,780


243,922


223,184

Total cost of revenues

1,434,118


1,578,549


1,316,587

Gross profit

3,734,287


4,191,028


3,168,393

Operating expenses:






Research and development

755,936


864,463


659,214

Sales and marketing

1,059,497


1,163,134


969,971

General and administrative

427,811


577,038


419,590

Depreciation

130,573


131,599


107,761

Amortization of acquired customer-based intangible assets

321,891


432,404


326,406

Special charges (recoveries)

145,890


135,305


169,159

Total operating expenses

2,841,598


3,303,943


2,652,101

Income from operations

892,689


887,085


516,292

Other income (expense), net

(82,787)


358,391


34,469

Interest and other related expense, net

(327,831)


(516,180)


(329,428)

Income before income taxes

482,071


729,296


221,333

Provision for income taxes

46,005


264,012


70,767

Net income

$ 436,066


$ 465,284


$ 150,566

Net (income) attributable to non-controlling interests

(198)


(194)


(187)

Net income attributable to OpenText

$ 435,868


$ 465,090


$ 150,379

Earnings per share—basic attributable to OpenText

$ 1.66


$ 1.71


$ 0.56

Earnings per share—diluted attributable to OpenText

$ 1.65


$ 1.71


$ 0.56

Weighted average number of Common Shares outstanding—basic

(in '000's)

263,274


271,548


270,299

Weighted average number of Common Shares outstanding—diluted

(in '000's)

263,650


272,588


270,451

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)



Year Ended June 30,


2025


2024


2023

Net income for the period

$ 436,066


$ 465,284


$ 150,566

Other comprehensive income (loss)—net of tax:






Net foreign currency translation adjustments

(3,548)


(15,646)


(40,798)

Unrealized gain (loss) on cash flow hedges:






Unrealized gain (loss)—net of tax (1)

(403)


(2,697)


(941)

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

2,531


965


2,721

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






Unrealized gain (loss)—net of tax (3)

1,131


228


(602)

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






Actuarial gain (loss)—net of tax (4)

1,876


640


(6,605)

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

965


450


325

Total other comprehensive income (loss) net

2,552


(16,060)


(45,900)

Total comprehensive income

438,618


449,224


104,666

Comprehensive income attributable to non-controlling interests

(198)


(194)


(187)

Total comprehensive income attributable to OpenText

$ 438,420


$ 449,030


$ 104,479

______________________________

(1)

Net of tax expense (recovery) of $(145), $(972) and $(339) for the year ended June 30, 2025, 2024 and 2023, respectively.

(2)

Net of tax expense (recovery) of $912, $347 and $981 for the year ended June 30, 2025, 2024 and 2023, respectively.

(3)

Net of tax expense (recovery) of $345, $112 and $(159) for the year ended June 30, 2025, 2024 and 2023, respectively.

(4)

Net of tax expense (recovery) of $1,686, $765 and $(1,961) for the year ended June 30, 2025, 2024 and 2023, respectively.

(5)

Net of tax expense (recovery) of $341, $193 and $143 for the year ended June 30, 2025, 2024 and 2023, respectively.



OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars and shares)



CommonShares and
Additional Paid in Capital


Treasury Stock


Retained

Earnings


Accumulated

Other

Comprehensive

Income


Non-
Controlling
Interests


Total


Shares


Amount


Shares


Amount


Balance as of June 30, 2022

269,523


$ 2,038,674


(3,706)


$ (159,966)


$ 2,160,069


$ (7,659)


$ 1,142


$ 4,032,260

Issuance of Common Shares
















Under employee stock option plans

245


7,830







7,830

Under employee stock purchase plans

1,135


31,679







31,679

Share-based compensation


130,119







130,119

Purchase of treasury stock



(521)


(21,919)





(21,919)

Issuance of treasury stock


(31,355)


691


30,288





(1,067)

Repurchase of Common Shares








Dividends declared

($0.972 per Common Share)





(261,464)




(261,464)

Other comprehensive loss - net






(45,900)



(45,900)

Net income





150,379



187


150,566

Balance as of June 30, 2023

270,903


$ 2,176,947


(3,536)


$ (151,597)


$ 2,048,984


$ (53,559)


$ 1,329


$ 4,022,104

Issuance of Common Shares
















Under employee stock option plans

945


31,358







31,358

Under employee stock purchase plans

1,027


34,120







34,120

Share-based compensation


139,779







139,779

Purchase of treasury stock



(1,400)


(53,085)





(53,085)

Issuance of treasury stock


(76,178)


1,800


81,414


(5,236)




Repurchase of Common Shares

(5,074)


(34,140)




(118,193)




(152,333)

Dividends declared

($1.00 per Common Share)





(271,486)




(271,486)

Other comprehensive loss - net






(16,060)



(16,060)

Net income





465,090



194


465,284

Balance as of June 30, 2024

267,801


$ 2,271,886


(3,136)


$ (123,268)


$ 2,119,159


$ (69,619)


$ 1,523


$ 4,199,681

Issuance of Common Shares
















Under employee stock option plans

139


3,729







3,729

Under employee stock purchase plans

1,369


33,915







33,915

Share-based compensation


104,721







104,721

Purchase of treasury stock



(4,619)


(133,077)





(133,077)

Issuance of treasury stock


(115,556)


3,107


118,181


(1,127)




1,498

Repurchase of Common Shares

(14,525)


(104,710)




(337,880)




(442,590)

Dividends declared

($1.05 per Common Share)





(275,907)




(275,907)

Other comprehensive loss - net






2,552



2,552

Net income





435,868



198


436,066

Balance as of June 30, 2025

254,784


$ 2,193,985


(4,648)


$ (138,164)


$ 1,940,113


$ (67,067)


$ 1,721


$ 3,930,588

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)



Three Months Ended June 30,


2025


2024

Cash flows from operating activities:




Net income for the period

$ 28,884


$ 248,274

Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation and amortization of intangible assets

160,839


177,650

Share-based compensation expense

21,921


26,767

Pension expense

4,399


4,302

Amortization of debt discount and issuance costs

5,643


5,670

Write-off of right of use assets

7,374


4,815

Loss on extinguishment of debt


45,590

Gain (adjustments to gain) on AMC Divestiture


(429,102)

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

2,450


1,995

Deferred taxes

(46,845)


106,903

Share in net (income) loss of equity investees

3,407


(819)

Changes in derivative instruments

55,064


(6,667)

Changes in operating assets and liabilities:




Accounts receivable

(31,812)


57,075

Contract assets

(39,810)


(23,917)

Prepaid expenses and other current assets

5,309


(33,112)

Income taxes

(62,532)


36,421

Accounts payable and accrued liabilities

58,296


7,000

Deferred revenue

(7,395)


(57,312)

Other assets

(7,682)


18,981

Operating lease assets and liabilities, net

681


(5,294)

Net cash provided by operating activities

158,191


185,220

Cash flows from investing activities:




Additions of property and equipment

(34,225)


(39,979)

Proceeds (adjustments to proceeds) from AMC Divestiture


2,229,187

Other investing activities

140


(9,291)

Net cash provided by (used in) investing activities

(34,085)


2,179,917

Cash flows from financing activities:




Proceeds from issuance of Common Shares from exercise of stock options and ESPP

9,447


9,887

Repayment of long-term debt and Revolver

(8,963)


(2,008,963)

Debt issuance costs


(1,041)

Net change in transition services agreement obligation

(1)


15,278

Repurchase of Common Shares

(145,287)


(150,017)

Purchase of treasury stock

(60,490)


Payments of dividends to shareholders

(66,188)


(66,690)

Other financing activities

(2,428)


Net cash used in financing activities

(273,910)


(2,201,546)

Foreign exchange gain (loss) on cash held in foreign currencies

28,016


(8,281)

Increase (decrease) in cash, cash equivalents and restricted cash during the period

(121,788)


155,310

Cash, cash equivalents and restricted cash at beginning of the period

1,279,894


1,127,483

Cash, cash equivalents and restricted cash at end of the period

$ 1,158,106


$ 1,282,793

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)


Reconciliation of cash, cash equivalents and restricted cash:

June 30, 2025


June 30, 2024

Cash and cash equivalents

$ 1,156,496


$ 1,280,662

Restricted cash (1)

1,610


2,131

Total cash, cash equivalents and restricted cash

$ 1,158,106


$ 1,282,793





(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets.

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)



Year Ended June 30,


2025


2024


2023

Cash flows from operating activities:






Net income for the period

$ 436,066


$ 465,284


$ 150,566

Adjustments to reconcile net income to net cash provided by operating activities:






Depreciation and amortization of intangible assets

641,244


807,925


657,351

Share-based compensation expense

104,840


140,079


130,302

Pension expense

14,593


13,881


9,207

Amortization of debt discount and issuance costs

21,977


25,257


16,753

Write-off of right of use assets

8,805


20,056


9,626

Loss on extinguishment of debt


56,393


8,152

Gain (adjustments to gain) on AMC Divestiture

4,175


(429,102)


Loss on sale and write down of property and equipment

3,178


3,710


2,331

Deferred taxes

(138,616)


(142,271)


(149,560)

Share in net (income) loss of equity investees

(230)


18,194


23,077

Changes in derivative instruments

44,286


(3,116)


128,841

Changes in operating assets and liabilities:






Accounts receivable

80,097


108,562


168,604

Contract assets

(135,911)


(95,403)


(73,539)

Prepaid expenses and other current assets

42,486


(28,395)


(23,035)

Income taxes

(246,681)


112,097


14,948

Accounts payable and accrued liabilities

(23,012)


(65,887)


(127,092)

Deferred revenue

3,565


(42,974)


(128,395)

Other assets

(15,264)


24,849


(11,297)

Operating lease assets and liabilities, net

(14,980)


(21,448)


(27,635)

Net cash provided by operating activities

830,618


967,691


779,205

Cash flows from investing activities:






Additions of property and equipment

(143,222)


(159,295)


(123,832)

Purchase of Micro Focus, net of cash acquired


(9,272)


(5,657,963)

Proceeds (adjustments to proceeds) from AMC Divestiture

(11,686)


2,229,187


Settlement of derivative instruments

(10,380)



AG˹ٷized gain on financial instruments



131,248

Proceeds from interest on derivative instruments

5,166


4,456


Other investing activities

6,614


(9,759)


(873)

Net cash provided by (used in) investing activities

(153,508)


2,055,317


(5,651,420)

Cash flows from financing activities:






Proceeds from issuance of Common Shares from exercise of stock options and ESPP

35,372


66,914


39,331

Proceeds from long-term debt and Revolver



4,927,450

Repayment of long-term debt and Revolver

(35,851)


(2,568,352)


(202,926)

Debt issuance costs

(1,066)


(3,833)


(77,899)

Net change in transition services agreement obligation

(15,278)


15,278


Repurchase of Common Shares

(413,256)


(150,017)


Purchase of treasury stock

(130,649)


(53,085)


(21,919)

Payments of dividends to shareholders

(271,523)


(267,362)


(259,549)

Other financing activities

(2,428)


(1,447)


(1,435)

Net cash provided by (used in) financing activities

(834,679)


(2,961,904)


4,403,053

Foreign exchange gain (loss) on cash held in foreign currencies

32,882


(12,263)


7,203

Increase (decrease) in cash, cash equivalents and restricted cash during the period

(124,687)


48,841


(461,959)

Cash, cash equivalents and restricted cash at beginning of the period

1,282,793


1,233,952


1,695,911

Cash, cash equivalents and restricted cash at end of the period

$ 1,158,106


$ 1,282,793


$ 1,233,952

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)


Reconciliation of cash, cash equivalents and restricted cash:

June 30, 2025


June 30, 2024


June 30, 2023

Cash and cash equivalents

$ 1,156,496


$ 1,280,662


$ 1,231,625

Restricted cash (1)

1,610


2,131


2,327

Total cash, cash equivalents and restricted cash

$ 1,158,106


$ 1,282,793


$ 1,233,952







(1) Restricted cash is classified under the Prepaid expenses and other current assets and Other assets line items on the Consolidated Balance Sheets.

Notes

(1) All dollar amounts in this press release are in U.S. Dollars unless otherwise indicated.

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

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

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

Adjusted EBITDA is defined and calculated as GAAP-based net income (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue.

Free cash flows is defined and calculated as GAAP-based cash flows provided by operating activities less capital expenditures.

The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends.

In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S.GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to outlook, estimates or business models, including A-EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.

The following charts provide unaudited reconciliations of U.S.GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. The Micro Focus Acquisition significantly impacts period-over-period comparability.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended June 30, 2025

(In thousands, except for per share data)


Three Months Ended June 30, 2025


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

$ 176,198


$ (1,489)

(1)

$ 174,709


Customer support

63,347


(774)

(1)

62,573


Professional service and other

64,717


(1,369)

(1)

63,348


Amortization of acquired technology-based intangible assets

47,134


(47,134)

(2)


GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)

947,699

72.3%

50,766

(3)

998,465

76.2%

Operating expenses







Research and development

187,183


(5,439)

(1)

181,744


Sales and marketing

279,584


(11,446)

(1)

268,138


General and administrative

106,007


(1,404)

(1)

104,603


Amortization of acquired customer-based intangible assets

79,656


(79,656)

(2)


Special charges (recoveries)

79,662


(79,662)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

181,558


228,373

(5)

409,931


Other income (expense), net

(89,169)


89,169

(6)


Provision for (recovery of) income taxes

(17,613)


96,528

(7)

78,915


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

28,833


221,014

(8)

249,847


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.11


$ 0.86

(8)

$ 0.97




(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 certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates 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 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately (156%) and a Non-GAAP-based tax rate of approximately 24% ; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items 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. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, 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 income to Non-GAAP-based net income:


Three Months Ended June 30, 2025



Per share diluted

GAAP-based net income, attributable to OpenText

$ 28,833

$ 0.11

Add (deduct):



Amortization

126,790

0.49

Share-based compensation

21,921

0.09

Special charges (recoveries)

79,662

0.31

Other (income) expense, net

89,169

0.35

GAAP-based recovery of income taxes

(17,613)

(0.07)

Non-GAAP-based provision for income taxes

(78,915)

(0.31)

Non-GAAP-based net income, attributable to OpenText

$ 249,847

$ 0.97

Reconciliation of Adjusted EBITDA



Three Months Ended June 30, 2025

GAAP-based net income, attributable to OpenText

$ 28,833

Add:


Recovery of income taxes

(17,613)

Interest and other related expense, net

81,118

Amortization of acquired technology-based intangible assets

47,134

Amortization of acquired customer-based intangible assets

79,656

Depreciation

34,049

Share-based compensation

21,921

Special charges (recoveries)

79,662

Other (income) expense, net

89,169

Adjusted EBITDA

$ 443,929



GAAP-based net income margin

2.2%

Adjusted EBITDA margin

33.9%

Reconciliation of Free cash flows



Three Months Ended June 30, 2025

GAAP-based cash flows provided by operating activities

$ 158,191

Add:


Capital expenditures (1)

$ (34,225)

Free cash flows

$ 123,966



(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, 2025

(In thousands, except for per share data)


Year Ended June 30, 2025


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

$ 697,929


$ (8,317)

(1)

$ 689,612


Customer support

250,310


(4,067)

(1)

246,243


Professional service and other

265,160


(4,878)

(1)

260,282


Amortization of acquired technology-based intangible assets

188,780


(188,780)

(2)


GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)

3,734,287

72.3%

206,042

(3)

3,940,329

76.2%

Operating expenses







Research and development

755,936


(25,999)

(1)

729,937


Sales and marketing

1,059,497


(38,826)

(1)

1,020,671


General and administrative

427,811


(22,753)

(1)

405,058


Amortization of acquired customer-based intangible assets

321,891


(321,891)

(2)


Special charges (recoveries)

145,890


(145,890)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

892,689


761,401

(5)

1,654,090


Other income (expense), net

(82,787)


82,787

(6)


Provision for income taxes

46,005


272,296

(7)

318,301


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

435,868


571,892

(8)

1,007,760


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 1.65


$ 2.17

(8)

$ 3.82




(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 certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates 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 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 10% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items 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. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, 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, 2025



Per share diluted

GAAP-based net income, attributable to OpenText

$ 435,868

$ 1.65

Add (deduct):



Amortization

510,671

1.94

Share-based compensation

104,840

0.40

Special charges (recoveries)

145,890

0.55

Other (income) expense, net

82,787

0.32

GAAP-based provision for income taxes

46,005

0.17

Non-GAAP-based provision for income taxes

(318,301)

(1.21)

Non-GAAP-based net income, attributable to OpenText

$ 1,007,760

$ 3.82

Reconciliation of Adjusted EBITDA



Year Ended June 30, 2025

GAAP-based net income, attributable to OpenText

$ 435,868

Add:


Provision for income taxes

46,005

Interest and other related expense, net

327,831

Amortization of acquired technology-based intangible assets

188,780

Amortization of acquired customer-based intangible assets

321,891

Depreciation

130,573

Share-based compensation

104,840

Special charges (recoveries)

145,890

Other (income) expense, net

82,787

Adjusted EBITDA

$ 1,784,465



GAAP-based net income margin

8.4%

Adjusted EBITDA margin

34.5%

Reconciliation of Free cash flows



Year Ended June 30, 2025

GAAP-based cash flows provided by operating activities

$ 830,618

Add:


Capital expenditures (1)

(143,222)

Free cash flows

$ 687,396



(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended March31, 2025

(In thousands, except for per share data)


Three Months Ended March31, 2025


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

$ 174,186


$ (1,846)

(1)

$ 172,340


Customer support

61,733


(812)

(1)

60,921


Professional service and other

65,487


(922)

(1)

64,565


Amortization of acquired technology-based intangible assets

47,199


(47,199)

(2)


GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

898,254

71.6%

50,779

(3)

949,033

75.7%

Operating expenses







Research and development

197,333


(4,737)

(1)

192,596


Sales and marketing

260,102


(6,842)

(1)

253,260


General and administrative

115,718


(7,841)

(1)

107,877


Amortization of acquired customer-based intangible assets

79,683


(79,683)

(2)


Special charges (recoveries)

3,854


(3,854)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

209,090


153,736

(5)

362,826


Other income (expense), net

(26,578)


26,578

(6)


Provision for income taxes

10,842


57,320

(7)

68,162


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

92,805


122,994

(8)

215,799


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.35


$ 0.47

(8)

$ 0.82




(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 certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates 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 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 anticipatedfundings 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 10% and a Non-GAAP-based tax rate of approximately 24%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items 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. Beginning in Fiscal 2025, net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 have been fully utilized and are no longer included. In arriving at our Non-GAAP-based tax rate of approximately 24%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:


Three Months Ended March31, 2025



Per share diluted

GAAP-based net income, attributable to OpenText

$ 92,805

$ 0.35

Add (deduct):



Amortization

126,882

0.49

Share-based compensation

23,000

0.09

Special charges (recoveries)

3,854

0.01

Other (income) expense, net

26,578

0.10

GAAP-based provision for income taxes

10,842

0.04

Non-GAAP-based provision for income taxes

(68,162)

(0.26)

Non-GAAP-based net income, attributable to OpenText

$ 215,799

$ 0.82

Reconciliation of Adjusted EBITDA



Three Months Ended March31, 2025

GAAP-based net income, attributable to OpenText

$ 92,805

Add (deduct):


Provision for income taxes

10,842

Interest and other related expense, net

78,816

Amortization of acquired technology-based intangible assets

47,199

Amortization of acquired customer-based intangible assets

79,683

Depreciation

32,474

Share-based compensation

23,000

Special charges (recoveries)

3,854

Other (income) expense, net

26,578

Adjusted EBITDA

$ 395,251



GAAP-based net income margin

7.4%

Adjusted EBITDA margin

31.5%

Reconciliation of Free cash flows



Three Months Ended March31, 2025

GAAP-based cash flows provided by operating activities

$ 402,241

Add:


Capital expenditures (1)

(28,412)

Free cash flows

$ 373,829



(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the three months ended June30, 2024

(In thousands, except for per share data)


Three Months Ended June30, 2024


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

$ 175,799


$ (2,966)

(1)

$ 172,833


Customer support

69,706


(1,022)

(1)

68,684


Professional service and other

71,691


(1,202)

(1)

70,489


Amortization of acquired technology-based intangible assets

48,220


(48,220)

(2)


GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

987,716

72.5%

53,410

(3)

1,041,126

76.4%

Operating expenses







Research and development

198,855


(5,312)

(1)

193,543


Sales and marketing

291,750


(9,278)

(1)

282,472


General and administrative

126,639


(6,987)

(1)

119,652


Amortization of acquired customer-based intangible assets

97,446


(97,446)

(2)


Special charges (recoveries)

47,784


(47,784)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

193,258


220,217

(5)

413,475


Other income (expense), net

397,055


(397,055)

(6)


Provision for income taxes

239,578


(196,036)

(7)

43,542


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

248,229


19,198

(8)

267,427


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.91


$ 0.07

(8)

$ 0.98




(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 certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates 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 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 anticipatedfundings 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 49% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items 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 that occurred in Fiscal 2017 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 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

(8)

Reconciliation of GAAP-based net income to Non-GAAP-based net income:


Three Months Ended June 30, 2024



Per share diluted

GAAP-based net income, attributable to OpenText

$ 248,229

$ 0.91

Add (deduct):



Amortization

145,666

0.54

Share-based compensation

26,767

0.10

Special charges (recoveries)

47,784

0.18

Other (income) expense, net

(397,055)

(1.47)

GAAP-based provision for income taxes

239,578

0.88

Non-GAAP-based provision for income taxes

(43,542)

(0.16)

Non-GAAP-based net income, attributable to OpenText

$ 267,427

$ 0.98


Reconciliation of Adjusted EBITDA



Three Months Ended June 30, 2024

GAAP-based net income, attributable to OpenText

$ 248,229

Add (deduct):


Provision for income taxes

239,578

Interest and other related expense, net

102,461

Amortization of acquired technology-based intangible assets

48,220

Amortization of acquired customer-based intangible assets

97,446

Depreciation

31,984

Share-based compensation

26,767

Special charges (recoveries)

47,784

Other (income) expense, net

(397,055)

Adjusted EBITDA

$ 445,414



GAAP-based net income margin

18.2%

Adjusted EBITDA margin

32.7%

Reconciliation of Free cash flows



Three Months Ended June 30, 2024

GAAP-based cash flows provided by operating activities

$ 185,220

Add:


Capital expenditures (1)

(39,979)

Free cash flows

$ 145,241



(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

Reconciliation of selected GAAP-based measures to Non-GAAP-based measures

for the year ended June 30, 2024

(In thousands, except for per share data)


Year Ended June 30, 2024


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

$ 713,759


$ (12,858)

(1)

$ 700,901


Customer support

292,733


(4,357)

(1)

288,376


Professional service and other

302,527


(6,298)

(1)

296,229


Amortization of acquired technology-based intangible assets

243,922


(243,922)

(2)


GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%)

4,191,028

72.6%

267,435

(3)

4,458,463

77.3%

Operating expenses







Research and development

864,463


(40,612)

(1)

823,850


Sales and marketing

1,163,134


(46,572)

(1)

1,116,563


General and administrative

577,038


(29,382)

(1)

547,656


Amortization of acquired customer-based intangible assets

432,404


(432,404)

(2)


Special charges (recoveries)

135,305


(135,305)

(4)


GAAP-based income from operations / Non-GAAP-based income from operations

887,085


951,710

(5)

1,838,795


Other income (expense), net

358,391


(358,391)

(6)


Provision for income taxes

264,012


(78,845)

(7)

185,167


GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

465,090


672,164

(8)

1,137,254


GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 1.71


$ 2.46

(8)

$ 4.17




(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 certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results.

(5)

GAAP-based and Non-GAAP-based income from operations stated in dollars.

(6)

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates 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 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 anticipatedfundings 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective of our ongoing business and operating results.

(7)

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 36% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based net income. Such excluded items 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 that occurred in Fiscal 2017 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 14%, 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, 2024



Per share diluted

GAAP-based net income, attributable to OpenText

$ 465,090

$ 1.71

Add (deduct):



Amortization

676,326

2.48

Share-based compensation

140,079

0.51

Special charges (recoveries)

135,305

0.50

Other (income) expense, net

(358,391)

(1.32)

GAAP-based provision for income taxes

264,012

0.97

Non-GAAP-based provision for income taxes

(185,167)

(0.68)

Non-GAAP-based net income, attributable to OpenText

$ 1,137,254

$ 4.17

Reconciliation of Adjusted EBITDA



Year Ended June 30, 2024

GAAP-based net income, attributable to OpenText

$ 465,090

Add:


Provision for income taxes

264,012

Interest and other related expense, net

516,180

Amortization of acquired technology-based intangible assets

243,922

Amortization of acquired customer-based intangible assets

432,404

Depreciation

131,599

Share-based compensation

140,079

Special charges (recoveries)

135,305

Other (income) expense, net

(358,391)

Adjusted EBITDA

$ 1,970,200



GAAP-based net income margin

8.1%

Adjusted EBITDA margin

34.1%

Reconciliation of Free cash flows



Year Ended June 30, 2024

GAAP-based cash flows provided by operating activities

$ 967,691

Add:


Capital expenditures (1)

(159,295)

Free cash flows

$ 808,396



(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

(3)

The following tables provide a composition of our major currencies for revenue and expenses, expressed as a percentage, for the year ended June 30, 2025 and 2024:




Three Months Ended June 30, 2025


Three Months Ended June 30, 2024

Currencies

%ofRevenue

%ofExpenses(1)


%ofRevenue

%ofExpenses(1)

EURO

25%

13%


22%

13%

GBP

5%

6%


5%

7%

CAD

3%

12%


3%

10%

USD

56%

46%


59%

49%

Other

11%

23%


11%

21%

Total

100%

100%


100%

100%


Year Ended June 30, 2025


Year Ended June 30, 2024

Currencies

%ofRevenue

%ofExpenses(1)


%ofRevenue

%ofExpenses(1)

EURO

23%

12%


22%

12%

GBP

5%

6%


5%

7%

CAD

3%

11%


3%

10%

USD

58%

47%


59%

50%

Other

11%

24%


11%

21%

Total

100%

100%


100%

100%



(1)

Expenses include all cost of revenues and operating expenses included within the Condensed Consolidated Statements of Income, except for amortization of intangible assets, share-based compensation and special charges (recoveries).

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FAQ

What were OpenText (OTEX) key financial results for fiscal year 2025?

OpenText reported total revenues of $5.17B (down 10.4% Y/Y), cloud revenues of $1.86B (up 2.0% Y/Y), and Adjusted EBITDA of $1.78B with a 34.5% margin.

How much did OpenText (OTEX) return to shareholders in fiscal 2025?

OpenText returned a record $683 million to shareholders, including $272 million in dividends and $411 million in share repurchases.

What is OpenText's new dividend and share repurchase program?

OpenText announced a 5% dividend increase to $0.2750 per share and a new $300 million share repurchase program for the next 12 months.

What is OpenText's revenue growth outlook for fiscal 2026?

OpenText projects 3-4% cloud revenue growth and 1-2% total revenue growth for fiscal 2026, driven by AI, Cloud, and Security opportunities.

How did OpenText's cloud business perform in Q4 2025?

OpenText's cloud bookings grew 32.3% Y/Y to $238 million in Q4, with cloud revenues increasing 2.1% Y/Y to $475 million, marking 18 consecutive quarters of cloud organic growth.
Open Text Corp

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7.42B
253.14M
2.18%
80.42%
3.26%
Software - Application
Services-computer Integrated Systems Design
Canada
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