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 OpenText Intelligent Growth Strategy Drives Record Fourth Quarter and Fiscal Year 2014 Financial Results Appoints John Doolittle Chief Financial Officer
   Wednesday, July 30, 2014 4:01:00 PM ET

Open Text Corporation (OTEX ) (TSX: OTC) announced today its financial results for the fourth quarter and fiscal year ended June 30, 2014, and the appointment of John Doolittle as Chief Financial Officer.

Financial Highlights for Q4 FY14 (1)

    --  Total revenue was $494.0 million, up 42% Y/Y
    --  License revenue was $99.7 million, up 27% Y/Y
    --  Cloud services revenue was $148.9 million, up 255% Y/Y
    --  Customer support revenue was $183.9 million, up 12% Y/Y
    --  Non-GAAP-based EPS, diluted was $1.05 compared to $0.72 Y/Y, up
        48%; GAAP-based EPS, diluted was $0.72 compared to $0.36 Y/Y up
        100%, on a post stock-split basis.((2))
    --  Non-GAAP-based income from operations was $162.2 million and
        33% of revenues up 58% Y/Y; GAAP-based income from operations
        was $107.7 million and 22% of revenues, up 118% Y/Y.(2)
    --  Operating cash flow was $134.9 million, up 107%Y/Y, with an
        ending cash balance of $427.9 million.




Financial Highlights for FY14 (1)

    --  Total revenue for the period was $1,624.7 million, up 19% Y/Y
    --  License revenue was $309.2 million, up 11% Y/Y
    --  Cloud services revenue was $361.1 million, up 108% Y/Y
    --  Customer support revenue was $707.0 million, up 7% Y/Y
    --  Non-GAAP-based EPS, diluted was $3.37 compared to $2.79 Y/Y, up
        21%; GAAP-based EPS, diluted was $1.81 compared to $1.26 Y/Y up
        44%, on a post stock-split basis.(2)
    --  Non-GAAP-based income from operations was $502.7 million and
        31% of revenues, up 26% Y/Y; GAAP-based income from operations
        was $300.5 million and 18% of revenues, up 52% Y/Y.(2)
    --  Operating cash flow was $417.1 million, up 31%Y/Y, with an
        ending cash balance of $427.9 million.


"Our focus on Enterprise Information Management is well aligned to the strategic priorities of our customers. We delivered record quarterly and full fiscal year results, including full fiscal year total revenues of $1.625 billion, up 19%, license of $309 million, up 11%, and operating cash flows of $417 million, up 31% year over year," said Mark J. Barrenechea OpenText CEO. "For Fiscal 2015, we are committed to unlocking further value, growth and leadership for our customers, partners and shareholders through focused execution utilizing our Intelligent Growth Business System (OTIGS)."

Appoints John Doolittle as Chief Financial Officer

Mr. Doolittle is a senior executive with more than 20 years of financial experience, including most recently as Chief Financial Officer (CFO) of Mattamy Homes Limited, Canada's largest new home builder, and with Nortel Networks Corporation, where he held senior global finance roles.

"John brings tremendous experience as a seasoned global executive," said Mark J. Barrenechea OpenText CEO. "He has the breadth of financial skills, experience and leadership to take our finance organization and our company to the next level of scale, efficiency and growth."

Commenting on his appointment, Mr. Doolittle said, "OpenText's strategy of Enterprise Information Management is placing OpenText in a winning market position. I look forward to joining Mark's world-class executive team and contributing to the company's exciting next phase of growth and execution."

Effective September 8, 2014, Mr. Doolittle will replace Paul McFeeters who previously announced his intention to retire from his position as CFO by no later than September 30, 2014. Mr. Doolittle will work with Mr. McFeeters to ensure a seamless transition of financial leadership responsibilities.

Barrenechea further added, "I would like to take this opportunity again to thank Paul McFeeters. Paul has served as our CFO for 8 years, his career spans nearly 40 years and I thank him for his extraordinary service to the company. John and Paul will work together to ensure a textbook transition."

Business Highlights

    --  Basic materials, technology, services and financial industries
        saw the most demand
    --  16 license transactions over $1 million and 11 license
        transactions between $500K and $1 million
    --  Customer successes in the quarter include Banco Original, The
        City of Calgary, FMC Technologies, Joy Global, Del Monte Foods
        Inc, Tata Motors Limited, Superior Tribunal de Justica, AbbVie
        and Eisenmann AG
    --  OpenText launches Discovery Suite to capture and create value
        in big content
    --  SAP and OpenText to accelerate global adoption of enterprise
        content management
    --  OpenText receives SAP?R Pinnacle Award for the seventh
        consecutive year
    --  OpenText announces free enterprise file synchronization and
        sharing for content management customers


Dividend Program Highlights

Cash Dividend

As part of our quarterly, non cumulative cash dividend program the Board declared a quarterly cash dividend to holders of the Company's Common Shares of $0.1725. The record date for this dividend is August 29, 2014 and the payment date is September 19, 2014. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors.

    Summary of Quarterly Results
    ----------------------------

                                 Q4 FY14  Q3 FY14 Q4 FY13   % Change          % Change

                                                             (Q/Q)             (Y/Y)

    Revenue
     (million)                     $494.0            $442.8            $347.3            11.6%       42.2%

    GAAP-
     based
     gross
     margin                         69.1%            67.3%            66.0%             180     bps  310      bps

    GAAP-
     based
     operating
     margin                         21.8%            15.1%            14.2%             670     bps  760      bps

    GAAP-
     based
     EPS,
     diluted                        $0.72             $0.38             $0.36            89.5%      100.0%

    Non-GAAP-
     based
     gross
     margin
     (2)                           72.9%            71.3%            72.9%             160     bps    -     bps

    Non-GAAP-
     based
     operating
     margin
     (2)                           32.8%            29.1%            29.5%             370     bps  330      bps

    Non-GAAP-
     based
     EPS,
     diluted
     (2)                           $1.05             $0.84             $0.72            25.0%       45.8%
    ---------                       -----             -----             -----             ----         ----

    Summary of Year to Date Results
    -------------------------------

                                    FY14    Q3 FY14 YTD FY13     % Change

                                                                  (Y/Y)

     Revenue
     (million)                     $1,624.7             $1,130.7          $1,363.3   19.2%

    GAAP-
     based
     gross
     margin                           68.5%               68.3%            64.4%    410     bps

    GAAP-
     based
     operating
     margin                           18.5%               17.1%            14.5%    400     bps

    GAAP-
     based
     EPS,
     diluted                          $1.81                $1.08             $1.26   43.7%

    Non-
     GAAP-
     based
     gross
     margin
     (2)                             72.9%               73.0%            71.3%    160     bps

    Non-
     GAAP-
     based
     operating
     margin
     (2)                             30.9%               30.1%            29.3%    160     bps

    Non-
     GAAP-
     based
     EPS,
     diluted
     (2)                             $3.37                $2.32             $2.79   20.8%
    --------                          -----                -----             -----    ----

Conference Call Information

The public is invited to listen to the earnings conference call today at 5:00 p.m. ET (2:00 p.m. PT) by dialing 866-530-1553 (toll-free) or 416-847-6330 (international). Please dial-in 15 minutes ahead of time to ensure proper connection. Alternatively, a live webcast of the earnings conference call will be available on the Investor Relations section of the Company's website at http://investors.opentext.com/events.cfm .

An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 8:00 p.m. on August 14, 2014 and can be accessed by dialing 888-203-1112 (toll-free) or 647-436-0148 (international) and entering the confirmation code: 6995981 followed by the number sign.

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

About OpenText

OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about the focus of Open Text Corporation ("OpenText" or "the Company") in Fiscal 2014 on growth in earnings and cash flows, creating value through investments in broader Enterprise Information Management (EIM) capabilities, distribution, the Company's presence in the cloud and in growth markets, its financial condition, results of operations and earnings, declaration of quarterly dividends, and other matters, 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 considered forward-looking statements or information under applicable securities laws. In addition, any information or statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements to differ materially. Such factors include, but are not limited to: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products and services to market and to increase sales; (iii) the strength of the Company's product development pipeline; (iv) the Company's growth and profitability prospects; (v) the estimated size and growth prospects of the EIM market; (vi) the Company's competitive position in the EIM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company's products and services to be realized by customers; (viii) the demand for the Company's products and services and the extent of deployment of the Company's products and services in the EIM marketplace; and (ix) the Company's financial condition and capital requirements. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; (iii) the risks associated with bringing new products and services to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company's customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the final determination of litigation, tax audits and other legal proceedings; (viii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (ix) the continuous commitment of the Company's customers; and (x) demand for the Company's products. 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.

OTEX-F

For more information, please contact:

United States:

Greg SecordVice President, Investor RelationsOpen Text CorporationSan Francisco: 415-963-0825gsecord@opentext.com

Canada:

Sonya MehanSenior Manager, Investor RelationsOpen Text CorporationWaterloo: 519-888-7111 ext. 2446smehan@opentext.com

Copyright ?2014 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. 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 SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU .



                                                       OPEN TEXT CORPORATION

                                                    CONSOLIDATED BALANCE SHEETS

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



                                                         June 30, 2014                 June 30, 2013
                                                         -------------                 -------------


                                 ASSETS

    Cash and cash equivalents                                               $427,890                            $470,445

    Accounts receivable trade, net of
     allowance for doubtful accounts
     of $4,499 as of June 30, 2014 and
     $4,871 as of June 30, 2013                                292,929                                174,927

    Income taxes recoverable                                    24,648                                 17,173

    Prepaid expenses and other current
     assets                                                     42,053                                 43,464

    Deferred tax assets                                         28,215                                 11,082
                                                                ------                                 ------

    Total current assets                                       815,735                                717,091

    Property and equipment                                     142,261                                 88,364

    Goodwill                                                 1,963,557                              1,246,872

    Acquired intangible assets                                 725,318                                363,615

    Deferred tax assets                                        156,712                                135,695

    Other assets                                                52,041                                 25,082

    Deferred charges                                            52,376                                 67,633

    Long-term income taxes recoverable                          10,638                                 10,465

    Total assets                                                          $3,918,638                          $2,654,817
                                                                          ==========                          ==========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                            $231,954                            $188,443

    Current portion of long-term debt                           62,582                                 51,742

    Deferred revenues                                          332,664                                282,387

    Income taxes payable                                        31,630                                  4,184

    Deferred tax liabilities                                     1,053                                  1,127
                                                                 -----                                  -----

    Total current liabilities                                  659,883                                527,883

    Long-term liabilities:

    Accrued liabilities                                         41,999                                 17,849

    Deferred credits                                            17,529                                 11,608

    Pension liability                                           60,300                                 24,509

    Long-term debt                                           1,256,750                                513,750

    Deferred revenues                                           17,248                                 11,830

    Long-term income taxes payable                             162,131                                140,508

    Deferred tax liabilities                                    60,631                                 69,672
                                                                ------                                 ------

    Total long-term liabilities                              1,616,588                                789,726

    Shareholders' equity:

    Share capital

    121,758,432 and 118,057,772 Common
     Shares issued and outstanding at
     June 30, 2014 and June 30, 2013,
     respectively; Authorized Common
     Shares: unlimited                                         792,834                                651,642

    Additional paid-in capital                                 112,398                                101,865

    Accumulated other comprehensive
     income                                                     39,449                                 39,890

    Retained earnings                                          716,317                                572,885

    Treasury stock, at cost (763,278
     shares at June 30, 2014 and
     1,221,756 at June 30, 2013,
     respectively)                                            (19,132)                              (29,074)
                                                               -------                                -------

    Total OpenText shareholders'
     equity                                                  1,641,866                              1,337,208

    Non-controlling interests                                      301                                      -
                                                                   ---                                    ---

    Total shareholders' equity                               1,642,167                              1,337,208

    Total liabilities and
     shareholders' equity                                                 $3,918,638                          $2,654,817
                                                                          ==========                          ==========



                                                                 OPEN TEXT CORPORATION

                                                           CONSOLIDATED STATEMENTS OF INCOME

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



                                                                       Year Ended June 30,
                                                                       -------------------

                                                       2014                                 2013                           2012
                                                       ----                                 ----                           ----

    Revenues:

    License                                                    $309,217                                     $279,598            293,719

    Cloud services                                  361,069                              173,799                              -

    Customer support                                707,024                              658,216                        656,568

    Professional service and other                  247,389                              251,723                        257,186
                                                    -------                              -------

    Total revenues                                1,624,699                            1,363,336                      1,207,473
                                                  ---------                            ---------                      ---------

    Cost of revenues:

    License                                          13,362                               16,107                         18,033

    Cloud services                                  135,472                               72,365                              -

    Customer support                                 95,980                              106,948                        110,504

    Professional service and other                  196,939                              196,874                        204,909

    Amortization of acquired technology-
     based intangible assets                         69,917                               93,610                         84,572
                                                     ------                               ------

    Total cost of revenues                          511,670                              485,904                        418,018
                                                    -------                              -------                        -------

    Gross profit                                  1,113,029                              877,432                        789,455
                                                  ---------                              -------                        -------

    Operating expenses:

    Research and development                        176,834                              164,010                        169,043

    Sales and marketing                             345,643                              289,157                        274,544

    General and administrative                      142,450                              109,325                         97,072

    Depreciation                                     35,237                               24,496                         21,587

    Amortization of acquired customer-
     based intangible assets                         81,023                               68,745                         53,326

    Special charges                                  31,314                               24,034                         24,523
                                                     ------                               ------

    Total operating expenses                        812,501                              679,767                        640,095
                                                    -------                              -------                        -------

    Income from operations                          300,528                              197,665                        149,360
                                                    -------                              -------                        -------

    Other income (expense), net                       3,941                              (2,473)                         3,549

    Interest and other related expense, net        (27,934)                            (16,982)                      (15,564)
                                                    -------                              -------

    Income before income taxes                      276,535                              178,210                        137,345

    Provision for income taxes                       58,461                               29,690                         12,171
                                                     ------                               ------

    Net income for the period                                  $218,074                                     $148,520                    $125,174
                                                               --------                                     --------                    --------

    Net loss attributable to non-
     controlling interests                               51                                    -                             $     -

    Net income attributable to OpenText                        $218,125                                     $148,520                    $125,174
                                                               ========                                     ========                    ========

    Earnings per share-basic attributable
     to OpenText                                                  $1.82                                        $1.27                       $1.08
                                                                  =====                                        =====                       =====

    Earnings per share-diluted
     attributable to OpenText                                     $1.81                                        $1.26                       $1.07
                                                                  =====                                        =====                       =====

    Weighted average number of Common
     Shares outstanding-basic                       119,674                              117,208                        115,780
                                                    =======                              =======                        =======

    Weighted average number of Common
     Shares outstanding-diluted                     120,576                              118,124                        117,468
                                                    =======                              =======                        =======

    Dividends declared per Common Share                         $0.6225                                        $0.15                  $        -
                                                                =======                                        =====                ===      ===

                                                       OPEN TEXT CORPORATION

                                                 CONSOLIDATED STATEMENTS OF INCOME

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



                                                                      Three Months Ended
                                                                           June 30,
                                                                         --------

                                                                    2014                              2013
                                                                    ----                              ----

    Revenues:

    License                                                                 $99,664                        $78,782

    Cloud services                                               148,891                            41,890

    Customer support                                             183,869                           164,889

    Professional service and other                                61,554                            61,706
                                                                  ------                            ------

    Total revenues                                               493,978                           347,267
                                                                 -------                           -------

    Cost of revenues:

    License                                                        3,495                             3,529

    Cloud services                                                55,780                            17,696

    Customer support                                              24,195                            25,351

    Professional service and other                                51,041                            47,879

    Amortization of acquired technology-
     based intangible assets                                      18,205                            23,579
                                                                  ------                            ------

    Total cost of revenues                                       152,716                           118,034
                                                                 -------                           -------

    Gross profit                                                 341,262                           229,233
                                                                 -------                           -------

    Operating expenses:

    Research and development                                      47,502                            42,383

    Sales and marketing                                          101,240                            79,338

    General and administrative                                    41,413                            27,857

    Depreciation                                                  11,354                             6,218

    Amortization of acquired customer-
     based intangible assets                                      26,635                            17,197

    Special charges                                                5,413                             6,767
                                                                   -----                             -----

    Total operating expenses                                     233,557                           179,760
                                                                 -------                           -------

    Income from operations                                       107,705                            49,473
                                                                 -------                            ------

    Other income (expense), net                                    1,103                           (4,180)

    Interest and other related expense, net                     (10,775)                          (3,990)
                                                                 -------                            ------

    Income before income taxes                                    98,033                            41,303

    Provision for (recovery of) income
     taxes                                                         9,885                             (869)
                                                                   -----                              ----

    Net income for the period                                               $88,148                        $42,172
                                                                            -------                        -------

    Net gain attributable to non-
     controlling interests                                          (37)                                -

    Net income attributable to OpenText                                     $88,111                        $42,172
                                                                            =======                        =======

    Earnings per share-basic attributable
     to OpenText                                                              $0.72                          $0.36
                                                                              =====                          =====

    Earnings per share-diluted
     attributable to OpenText                                                 $0.72                          $0.36
                                                                              =====                          =====

    Weighted average number of Common
     Shares outstanding-basic                                    121,692                           117,750
                                                                 =======                           =======

    Weighted average number of Common
     Shares outstanding-diluted                                  122,511                           118,476
                                                                 =======                           =======

    Dividends declared per Common Share                                     $0.1725                          $0.15
                                                                            =======                          =====



                                                                OPEN TEXT CORPORATION

                                                   CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                           (In thousands of U.S. dollars)



                                                                  Year Ended June 30,
                                                                  -------------------

                                                  2014                                 2013                       2012
                                                  ----                                 ----                       ----

    Net income for the period                             $218,074                                 $148,520            $125,174

    Other comprehensive income-net of tax:

    Net foreign currency translation
     adjustments                               (2,779)                             (1,879)                   (9,197)

    Unrealized gain (loss) on cash flow hedges

    Unrealized loss                              (357)                             (1,054)                   (1,403)

    (Gain) loss reclassified into
     net income                                  3,242                              (1,482)                       334

    Actuarial gain (loss) relating to defined
     benefit pension plans, net of tax

    Actuarial loss                               (841)                               (351)                   (5,840)

    Amortization of actuarial loss
     into net income                               294                                  292                          -
                                                   ---                                  ---

    Total other comprehensive loss,
     net, for the period                         (441)                             (4,474)                  (16,106)
                                                  ----                               ------                    -------

    Total comprehensive income                 217,633                              144,046                    109,068

    Comprehensive loss attributable
     to non-controlling interests                   51                                    -                         -
                                                   ---                                  ---

    Total comprehensive income
     attributable to OpenText                             $217,684                                 $144,046            $109,068
                                                          ========                                 ========            ========

                                        Three Months Ended
                                             June 30,
                                             --------

                                      2014                    2013
                                      ----                    ----

    Net income for the period                 $88,148              $42,172

    Other comprehensive income-
     net of tax:

    Net foreign currency
     translation adjustments       (2,046)                  2,911

    Unrealized gain (loss) on cash
     flow hedges

    Unrealized loss                  1,160                 (2,151)

    (Gain) loss reclassified into
     net income                        832                    (43)

    Actuarial gain (loss) relating
     to defined benefit pension
     plans, net of tax

    Actuarial loss                    (60)                    401

    Amortization of actuarial loss
     into net income                    74                      73
                                       ---                     ---

    Total other comprehensive
     loss, net, for the period        (40)                  1,191
                                       ---                   -----

    Total comprehensive income      88,108                  43,363

    Comprehensive gain
     attributable to non-
     controlling interests            (37)                      -
                                       ---                     ---

    Total comprehensive income
     attributable to OpenText                 $88,071              $43,363
                                              =======              =======



                                                                    OPEN TEXT CORPORATION

                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                               (In thousands of U.S. dollars)



                                                                          Year Ended June 30,
                                                                          -------------------

                                                           2014                                 2013                 2012
                                                           ----                                 ----                 ----

    Cash flows from operating activities:

    Net income for the period                                      $218,074                          $148,520             $125,174

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

    Depreciation and amortization of
     intangible assets                                  186,177                              186,851              159,485

    Share-based compensation expense                     19,906                               15,575               18,097

    Excess tax benefits on share-based
     compensation expense                               (1,844)                               (915)             (2,723)

    Pension expense                                       3,232                                1,448                1,125

    Amortization of debt issuance costs                   3,191                                2,123                1,703

    Amortization of deferred charges and
     credits                                             11,307                               11,815               11,579

    Loss on sale and write down of property
     and equipment                                           15                                   24                  203

    Deferred taxes                                     (31,016)                             (5,796)            (78,792)

    Impairment and other non cash charges                     -                                   -               1,389

    Changes in operating assets and liabilities:

    Accounts receivable                                (17,186)                              17,965                5,319

    Prepaid expenses and other current
     assets                                              11,146                                4,242              (2,079)

    Income taxes                                         29,990                             (17,053)              68,601

    Deferred charges and credits                          9,870                              (9,274)            (22,035)

    Accounts payable and accrued liabilities           (36,478)                            (41,947)            (18,394)

    Deferred revenue                                     16,601                                5,418              (4,581)

    Other assets                                        (5,858)                               (494)               2,419
                                                         ------                                 ----

    Net cash provided by operating
     activities                                         417,127                              318,502              266,490
                                                        -------                              -------              -------

    Cash flows from investing activities:

    Additions of property and equipment                (42,268)                            (23,107)            (25,828)

    Purchase of patents                                   (192)                               (192)               (193)

    Purchase of GXS Group, Inc., net of cash
     acquired                                       (1,076,886)                                    -                   -

    Purchase of Cordys Holding B.V., net of
     cash acquired                                     (30,588)                                   -                   -

    Purchase of EasyLink Services
     International Corporation, net of cash
     acquired                                                 -                           (315,331)                    -

    Purchase of Resonate KT Limited, net of
     cash acquired                                            -                            (19,366)                   -

    Purchase of ICCM Professional Services
     Limited, net of cash acquired                            -                            (11,257)                   -

    Purchase of System Solutions Australia
     Pty Limited (MessageManager), net of
     cash acquired                                            -                               (516)             (1,738)

    Purchase of Global 360 Holding Corp.,
     net of cash acquired                                     -                                   -           (245,653)

    Purchase of Operitel Corporation, net of
     cash acquired                                            -                                   -             (7,014)

    Purchase consideration for prior period
     acquisitions                                         (887)                               (875)             (1,113)

    Other investing activities                          (2,547)                             (3,750)                   -

    Net cash used in investing activities           (1,153,368)                            (374,394)            (281,539)
                                                     ----------                             --------             --------

    Cash flows from financing activities:

    Excess tax benefits on share-based
     compensation expense                                 1,844                                  915                2,723

    Proceeds from issuance of Common Shares              24,808                               16,347               21,270

    Equity issuance costs                                 (144)                                   -                   -

    Purchase of Treasury Stock                          (1,275)                                   -            (10,888)

    Proceeds from long-term debt and
     revolver                                           800,000                                    -             648,500

    Repayment of long-term debt                        (45,911)                            (30,677)           (349,187)

    Debt issuance costs                                (16,685)                                   -             (9,834)

    Payments of dividends to shareholders              (74,693)                            (17,703)                   -

    Net cash provided by (used in) financing
     activities                                         687,944                             (31,118)             302,584
                                                        -------                              -------              -------

    Foreign exchange gain (loss) on cash
     held in foreign currencies                           5,742                              (2,292)            (11,928)

    Increase (decrease) in cash and cash
     equivalents during the period                     (42,555)                            (89,302)             275,607

    Cash and cash equivalents at beginning
     of the period                                      470,445                              559,747              284,140

    Cash and cash equivalents at end of the
     period                                                        $427,890                          $470,445             $559,747
                                                                   --------                          --------             --------




                                                        OPEN TEXT CORPORATION

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    (In thousands of U.S. dollars)



                                                                           Three Months Ended
                                                                                June 30,
                                                                                --------

                                                                     2014                          2013
                                                                     ----                          ----

    Cash flows from operating activities:

    Net income for the period                                                 $88,148                    $42,172

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

    Depreciation and amortization of
     intangible assets                                             56,194                        46,994

    Share-based compensation expense                                4,199                         5,422

    Excess tax benefits on share-based
     compensation expense                                           (169)                        (303)

    Pension expense                                                 1,268                           339

    Amortization of debt issuance costs                             1,131                           532

    Amortization of deferred charges and
     credits                                                        2,667                         3,195

    Loss on sale and write down of property
     and equipment                                                      -                            -

    Deferred taxes                                               (26,813)                        1,566

    Changes in operating assets and liabilities:

    Accounts receivable                                          (36,315)                        2,578

    Prepaid expenses and other current
     assets                                                        29,771                         6,303

    Income taxes                                                   24,412                       (2,146)

    Deferred charges and credits                                        -                     (12,854)

    Accounts payable and accrued liabilities                      (3,600)                     (14,354)

    Deferred revenue                                              (3,421)                     (12,774)

    Other assets                                                  (2,558)                      (1,453)
                                                                   ------                        ------

    Net cash provided by operating
     activities                                                   134,914                        65,217
                                                                  -------                        ------

    Cash flows from investing activities:

    Additions of property and equipment                          (13,825)                      (7,315)

    Purchase of patents                                                 -                        (192)

    Purchase of GXS Group, Inc., net of cash
     acquired                                                         785                             -

    Purchase of Cordys Holding B.V., net of
     cash acquired                                                      -                            -

    Purchase of EasyLink Services
     International Corporation, net of cash
     acquired                                                           -                            -

    Purchase of Resonate KT Limited, net of
     cash acquired                                                      -                            -

    Purchase of ICCM Professional Services
     Limited, net of cash acquired                                      -                     (11,257)

    Purchase of System Solutions Australia
     Pty Limited (MessageManager), net of
     cash acquired                                                      -                            -

    Purchase consideration for prior period
     acquisitions                                                   (222)                        (222)

    Other investing activities                                          -                      (3,750)

    Net cash used in investing activities                        (13,262)                     (22,736)
                                                                  -------                       -------

    Cash flows from financing activities:

    Excess tax benefits on share-based
     compensation expense                                             169                           303

    Proceeds from issuance of Common Shares                         5,090                         8,817

    Equity issuance costs                                               -                            -

    Purchase of Treasury Stock                                          -                            -

    Proceeds from long-term debt and
     revolver                                                           -                            -

    Repayment of long-term debt                                  (13,412)                      (7,669)

    Debt issuance costs                                             (653)                            -

    Payments of dividends to shareholders                        (21,001)                     (17,703)

    Net cash provided by (used in) financing
     activities                                                  (29,807)                     (16,252)
                                                                  -------                       -------

    Foreign exchange gain (loss) on cash
     held in foreign currencies                                      (26)                      (2,695)

    Increase (decrease) in cash and cash
     equivalents during the period                                 91,819                        23,534

    Cash and cash equivalents at beginning
     of the period                                                336,071                       446,911

    Cash and cash equivalents at end of the
     period                                                                  $427,890                   $470,445
                                                                             ========                   ========

    Notes
    -----

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



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



                            Non-GAAP-based net income and non-
                             GAAP-based EPS are calculated as
                             net income or net income per share
                             on a diluted basis, excluding, the
                             amortization of acquired intangible
                             assets, other income (expense),
                             share-based compensation, and
                             special charges, all net of tax.
                             Non-GAAP-based gross profit is
                             the arithmetical sum of GAAP-based
                             gross profit and the amortization
                             of acquired technology-based
                             intangible assets. Non-GAAP-based
                             gross margin is calculated as non-
                             GAAP-based gross profit expressed
                             as a percentage of revenue. Non-
                             GAAP-based income from operations
                             is calculated as income from
                             operations, excluding, the
                             amortization of acquired intangible
                             assets, special charges, and share-
                             based compensation. Non-GAAP-
                             based operating margin is
                             calculated as non-GAAP-based
                             income from operations expressed as
                             a percentage of revenue.



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



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


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




    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2014.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                              Three Months Ended

                                                                                June 30, 2014
                                                                                -------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based    Non-GAAP-
                                                          Measures                                                          based
                                                                                                                          Measures

                                           Measures    % of Revenue                                        Measures     % of Revenue
                                           --------    ------------                                        --------     ------------

    Cost of revenues

    Cloud services                                          $55,780                                                                  $(197)           (1)         $55,583

    Customer support                          24,195                                                              (207)                 (1)   23,988

    Professional
     service and other                        51,041                                                              (112)                 (1)   50,929

    Amortization of
     acquired
     technology-based
     intangible assets                        18,205                                                           (18,205)                 (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            341,262                         69.1%                               18,721                  (3)  359,983       72.9%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              47,502                                                              (450)                 (1)   47,052

    Sales and marketing                      101,240                                                            (1,112)                 (1)  100,128

    General and
     administrative                           41,413                                                            (2,121)                 (1)   39,292

    Amortization of
     acquired customer-
     based intangible
     assets                                   26,635                                                           (26,635)                 (2)        -

    Special charges                            5,413                                                            (5,413)                 (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             107,705                         21.8%                               54,452                  (5)  162,157       32.8%

    Other income
     (expense), net                            1,103                                                            (1,103)                 (6)        -

    Provision for
     (recovery of)
     income taxes                              9,885                                                             12,785                  (7)   22,670

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 88,111                                                             40,564                  (8)  128,675

    GAAP-based
     earnings per share
     /                                                        $0.72                                                                   $0.33            (8)           $1.05
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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 of approximately 10%
                     and a Non-GAAP-based tax rate
                     of 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.

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

                                       Three Months Ended
                                          June 30, 2014
                                          -------------

                                                         Per share
                                                         diluted
                                                        ----------

    Non-GAAP-based net income,
     attributable to OpenText                $128,675               $1.05

    Less:

    Amortization                   44,840                      0.37

    Share-based compensation        4,199                      0.03

    Special charges                 5,413                      0.04

    Other (income) expense, net   (1,103)                   (0.01)

    GAAP-based provision for
     (recovery of) income taxes     9,885                      0.08

    Non-GAAP-based provision for
     income taxes                (22,670)                   (0.18)

    GAAP-based net income,
     attributable to OpenText                 $88,111               $0.72
                                              =======               =====

    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the year ended June 30, 2014.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                                 Year Ended
                                                                                June 30, 2014
                                                                                -------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based    Non-GAAP-
                                                          Measures                                                          based
                                                                                                                          Measures

                                           Measures    % of Revenue                                        Measures     % of Revenue
                                           --------    ------------                                        --------     ------------

    Cost of revenues

    Cloud services                                         $135,472                                                                  $(342)            (1)         $135,130

    Customer support                          95,980                                                              (754)                 (1)    95,226

    Professional
     service and other                       196,939                                                              (855)                 (1)   196,084

    Amortization of
     acquired
     technology-based
     intangible assets                        69,917                                                           (69,917)                 (2)         -

    GAAP-based gross
     profit and gross
     margin (%) /                          1,113,029                         68.5%                               71,868                  (3) 1,184,897       72.9%
    Non-GAAP-based gross profit and
     gross margin (%)

    Operating expenses

    Research and
     development                             176,834                                                            (2,356)                 (1)   174,478

    Sales and marketing                      345,643                                                            (7,312)                 (1)   338,331

    General and
     administrative                          142,450                                                            (8,287)                 (1)   134,163

    Amortization of
     acquired customer-
     based intangible
     assets                                   81,023                                                           (81,023)                 (2)         -

    Special charges                           31,314                                                           (31,314)                 (4)         -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             300,528                         18.5%                              202,160                  (5)   502,688       30.9%

    Other income
     (expense), net                            3,941                                                            (3,941)                 (6)         -

    Provision for
     (recovery of)
     income taxes                             58,461                                                              9,569                  (7)    68,030

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                218,125                                                            188,650                  (8)   406,775

    GAAP-based
     earnings per share
     /                                                        $1.81                                                                   $1.56             (8)            $3.37
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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 of approximately 21%
                     and a Non-GAAP-based tax rate
                     of 14.3%; 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.

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

                                           Year Ended
                                          June 30, 2014
                                          -------------

                                                         Per share
                                                         diluted
                                                        ----------

    Non-GAAP-based net income,
     attributable to OpenText                $406,775               $3.37

    Less:

    Amortization                  150,940                      1.25

    Share-based compensation       19,906                      0.17

    Special charges                31,314                      0.26

    Other (income) expense, net   (3,941)                   (0.03)

    GAAP-based provision for
     (recovery of) income taxes    58,461                      0.48

    Non-GAAP-based provision for
     income taxes                (68,030)                   (0.57)

    GAAP-based net income,
     attributable to OpenText                $218,125               $1.81
                                             ========               =====

    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended March 31, 2014.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                              Three Months Ended
                                                                                March 31, 2014
                                                                                --------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based     Non-GAAP-
                                                          Measures                                                           based
                                                                                                                           Measures

                                           Measures    % of Revenue                                        Measures      % of Revenue
                                           --------    ------------                                        --------      ------------

    Cost of revenues

    Cloud services                                          $49,464                                                                   $(167)           (1)         $49,297

    Customer support                          25,206                                                              (138)                  (1)   25,068

    Professional
     service and other                        49,218                                                              (245)                  (1)   48,973

    Amortization of
     acquired
     technology-based
     intangible assets                        17,147                                                           (17,147)                  (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            298,192                         67.3%                               17,697                   (3)  315,889       71.3%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              47,199                                                              (384)                  (1)   46,815

    Sales and marketing                       93,700                                                            (1,926)                  (1)   91,774

    General and
     administrative                           39,336                                                            (1,558)                  (1)   37,778

    Amortization of
     acquired customer-
     based intangible
     assets                                   24,679                                                           (24,679)                  (2)        -

    Special charges                           15,902                                                           (15,902)                  (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                              66,849                         15.1%                               62,146                   (5)  128,995       29.1%

    Other income
     (expense), net                            1,652                                                            (1,652)                  (6)        -

    Provision for
     (recovery of)
     income taxes                             12,971                                                              3,814                   (7)   16,785

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 45,884                                                             56,680                   (8)  102,564

    GAAP-based
     earnings per share
     /                                                        $0.38                                                                    $0.46            (8)           $0.84
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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 of approximately 22%
                     and a Non-GAAP-based tax rate
                     of 14%; 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.

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

                                       Three Months Ended
                                         March 31, 2014
                                         --------------

                                                         Per share
                                                         diluted
                                                        ----------

    Non-GAAP-based net income,
     attributable to OpenText                $102,564               $0.84

    Less:

    Amortization                   41,826                      0.34

    Share-based compensation        4,418                      0.04

    Special charges                15,902                      0.13

    Other (income) expense, net   (1,652)                   (0.01)

    GAAP-based provision for
     (recovery of) income taxes    12,971                      0.11

    Non-GAAP-based provision for
     income taxes                (16,785)                   (0.15)
                                  -------                     -----

    GAAP-based net income,
     attributable to OpenText                 $45,884               $0.38
                                              =======               =====

    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the nine months ended March 31, 2014.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                              Nine Months Ended
                                                                                March 31, 2014
                                                                                --------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based    Non-GAAP-
                                                          Measures                                                          based
                                                                                                                          Measures

                                           Measures    % of Revenue                                        Measures     % of Revenue
                                           --------    ------------                                        --------     ------------

    Cost of revenues

    Cloud services                                          $79,692                                                                  $(145)           (1)         $79,547

    Customer support                          71,785                                                              (547)                 (1)   71,238

    Professional
     service and other                       145,898                                                              (743)                 (1)  145,155

    Amortization of
     acquired
     technology-based
     intangible assets                        51,712                                                           (51,712)                 (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            771,767                         68.3%                               53,147                  (3)  824,914       73.0%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                             129,332                                                            (1,906)                 (1)  127,426

    Sales and marketing                      244,403                                                            (6,200)                 (1)  238,203

    General and
     administrative                          101,037                                                            (6,166)                 (1)   94,871

    Amortization of
     acquired customer-
     based intangible
     assets                                   54,388                                                           (54,388)                 (2)        -

    Special charges                           25,901                                                           (25,901)                 (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             192,823                         17.1%                              147,708                  (5)  340,531       30.1%

    Other income
     (expense), net                            2,838                                                            (2,838)                 (6)        -

    Provision for
     (recovery of)
     income taxes                             48,576                                                            (3,216)                 (7)   45,360

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                130,014                                                            148,086                  (8)  278,100

    GAAP-based
     earnings per share
     /                                                        $1.08                                                                   $1.24            (8)           $2.32
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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 of approximately 27%
                     and a Non-GAAP-based tax rate
                     of 14%; 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.

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

                                        Nine Months Ended
                                         March 31, 2014
                                         --------------

                                                         Per share
                                                         diluted
                                                        ----------

    Non-GAAP-based net income,
     attributable to OpenText                $278,100               $2.32

    Less:

    Amortization                  106,100                      0.88

    Share-based compensation       15,707                      0.13

    Special charges                25,901                      0.22

    Other (income) expense, net   (2,838)                   (0.02)

    GAAP-based provision for
     (recovery of) income taxes    48,576                      0.40

    Non-GAAP-based provision for
     income taxes                (45,360)                   (0.37)
                                  -------                     -----

    GAAP-based net income,
     attributable to OpenText                $130,014               $1.08
                                             ========               =====

    Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended June 30, 2013.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                             Three Months Ended
                                                                                June 30, 2013
                                                                                -------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based    Non-GAAP-
                                                          Measures                                                          based
                                                                                                                          Measures

                                           Measures    % of Revenue                                        Measures     % of Revenue
                                           --------    ------------                                        --------     ------------

    Cost of revenues:

    Cloud services                                          $17,696                                                                  $(48)           (1)         $17,648

    Customer support                          25,351                                                              (159)                (1)   25,192

    Professional
     service and other                        47,879                                                              (255)                (1)   47,624

    Amortization of
     acquired
     technology-based
     intangible assets                        23,579                                                           (23,579)                (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            229,233                         66.0%                               24,041                 (3)  253,274       72.9%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              42,383                                                              (526)                (1)   41,857

    Sales and marketing                       79,338                                                            (2,476)                (1)   76,862

    General and
     administrative                           27,857                                                            (1,958)                (1)   25,899

    Amortization of
     acquired customer-
     based intangible
     assets                                   17,197                                                           (17,197)                (2)        -

    Special charges                            6,767                                                            (6,767)                (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                              49,473                         14.2%                               52,965                 (5)  102,438       29.5%

    Other income
     (expense), net                          (4,180)                                                             4,180                 (6)        -

    Provision for
     (recovery of)
     income taxes                              (869)                                                            14,652                 (7)   13,783

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 42,172                                                             42,493                 (8)   84,665

    GAAP-based
     earnings per share
     /                                                        $0.36                                                                  $0.36            (8)           $0.72
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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
                     recovery of approximately 2% and
                     a Non-GAAP-based tax rate of
                     14%; 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.

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

                                       Three Months Ended
                                         June 30, 2013
                                         -------------

                                                        Per share
                                                        diluted
                                                       ----------

    Non-GAAP-based net income,
     attributable to OpenText                $84,665               $0.72

    Less:

    Amortization                   40,776                     0.34

    Share-based compensation        5,422                     0.05

    Special charges                 6,767                     0.06

    Other (income) expense, net     4,180                     0.04

    GAAP-based provision for
     (recovery of) income taxes     (869)                  (0.01)

    Non-GAAP-based provision for
     income taxes                (13,783)                  (0.12)

    GAAP-based net income,
     attributable to OpenText                $42,172               $0.36
                                             =======               =====

    Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the year ended June 30, 2013.

    (In thousands except for per share amounts)
    ------------------------------------------

                                                                                  Year Ended
                                                                                June 30, 2013
                                                                                -------------

                                          GAAP-based    GAAP-based    Adjustments          Note         Non-GAAP-based    Non-GAAP-
                                                          Measures                                                          based
                                                                                                                          Measures

                                           Measures    % of Revenue                                        Measures     % of Revenue
                                           --------    ------------                                        --------     ------------

    Cost of revenues:

    Cloud services                                          $72,365                                                                  $(128)           (1)         $72,237

    Customer support                         106,948                                                              (434)                 (1)  106,514

    Professional
     service and other                       196,874                                                              (915)                 (1)  195,959

    Amortization of
     acquired
     technology-based
     intangible assets                        93,610                                                           (93,610)                 (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            877,432                         64.4%                               95,087                  (3)  972,519       71.3%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                             164,010                                                            (1,693)                 (1)  162,317

    Sales and marketing                      289,157                                                            (8,429)                 (1)  280,728

    General and
     administrative                          109,325                                                            (3,976)                 (1)  105,349

    Amortization of
     acquired customer-
     based intangible
     assets                                   68,745                                                           (68,745)                 (2)        -

    Special charges                           24,034                                                           (24,034)                 (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             197,665                         14.5%                              201,964                  (5)  399,629       29.3%

    Other income
     (expense), net                          (2,473)                                                             2,473                  (6)        -

    Provision for
     (recovery of)
     income taxes                             29,690                                                             23,881                  (7)   53,571

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                148,520                                                            180,556                  (8)  329,076

    GAAP-based
     earnings per share
     /                                                        $1.26                                                                   $1.53            (8)           $2.79
    Non GAAP-based earnings per
     share-diluted, attributable
     to OpenText

    (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 revenue.

    (4)              Adjustment relates to the
                     exclusion of Special charges from
                     our Non-GAAP-based operating
                     expenses as Special charges are
                     generally incurred in the periods
                     following the relevant
                     acquisitions and 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, and operating margin
                     stated as a percentage of
                     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 of approximately 17%
                     and a Non-GAAP-based tax rate
                     of 14%; 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.

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

                                           Year Ended
                                          June 30, 2013
                                          -------------

                                                         Per share
                                                         diluted
                                                        ----------

    Non-GAAP-based net income,
     attributable to OpenText                $329,076               $2.79

    Less:

    Amortization                  162,355                      1.37

    Share-based compensation       15,575                      0.13

    Special charges                24,034                      0.20

    Other (income) expense, net     2,473                      0.02

    GAAP-based provision for
     (recovery of) income taxes    29,690                      0.25

    Non-GAAP-based provision for
     income taxes                (53,571)                   (0.44)

    GAAP-based net income,
     attributable to OpenText                $148,520               $1.26
                                             ========               =====

    (3)              The following tables provide a
                     composition of our major
                     currencies for revenue and
                     expenses, expressed as a
                     percentage, for the three
                     months and year ended June
                     30, 2014 and 2013:

                          Three Months Ended               Three Months Ended
                             June 30, 2014                   June 30, 2013
                             -------------                   -------------

          Currencies % of Revenue    % of Expenses*       % of Revenue        % of Expenses*
                     ------------     -------------       ------------        -------------

    EURO                      25%                    18%                                  26%    17%

    GBP                        9%                    10%                                   8%     8%

    CAD                        5%                    12%                                   6%    19%

    USD                       49%                    42%                                  49%    42%

    Other                     12%                    18%                                  11%    14%
                              ---                     ---                                   ---     ---

    Total                    100%                   100%                                 100%   100%
                              ===                     ===                                   ===     ===

                              Year Ended                       Year Ended
                             June 30, 2014                   June 30, 2013
                             -------------                   -------------

          Currencies % of Revenue    % of Expenses*       % of Revenue     % of Expenses*
                     ------------     -------------       ------------     -------------

    EURO                      27%                    18%                               26%    17%

    GBP                        9%                     9%                                8%     8%

    CAD                        5%                    15%                                6%    18%

    USD                       48%                    42%                               49%    43%

    Other                     11%                    16%                               11%    14%
                              ---                     ---                                ---     ---

    Total                    100%                   100%                              100%   100%
                              ===                     ===                                ===     ===


    *Expenses include all cost of
     revenues and operating expenses
     included within the Consolidated
     Statements of Income, except for
     amortization of intangible
     assets, share-based compensation
     and Special charges.

SOURCE Open Text Corporation

SOURCE: Open Text Corporation




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