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FORM 10-Q______________________ ☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 0-27544______________________________________ OPEN TEXT CORPORATION (Exact name of Registrant as specified in its charter)______________________ 98-0154400 (IRS Employer Identification No.) Waterloo,OntarioCanadaN2L 0A1(Address of principal executive offices)(Zip code)Registrant's telephone number, including area code: (519) 888-7111 Name of each exchange on which registered NASDAQ Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☐ OPEN TEXT CORPORATION TABLE OF CONTENTS Table of Contents Table of ContentsOPEN TEXT CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(In thousands of U.S. dollars and shares)(Unaudited) See accompanying Notes to Condensed Consolidated Financial Statements7 OPEN TEXT CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands of U.S. dollars)(Unaudited) See accompanying Notes to Condensed Consolidated Financial Statements.9 Table of Contents OPEN TEXT CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFor the Three and Six Months Ended December 31, 2024(Tabular amounts in thousands of U.S. dollars, except share and per share data)(Unaudited) NOTE 1—BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements include the accounts of OpenText Corporation and our subsidiaries, collectively referred to as “OpenText” or the “Company.” We whollyown all of our subsidiaries with the exception of Open Text South Africa Proprietary Ltd. (OT SouthAfrica), which as of December 31, 2024, was 70% owned by OpenText. All intercompany balances andtransactions have been eliminated. The Company's fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, anyreference to a year preceded by the word “Fiscal” refers to the fiscal year ended June 30 of that year. Forexample, references to “Fiscal 2025” refer to the fiscal year ended June 30, 2025. These Condensed Consolidated Financial Statements are expressed in U.S. dollars and areprepared in accordance with United States generally accepted accounting principles (U.S. GAAP). Theinformation furnished reflects all adjustments necessary for a fair presentation of the results for theperiods presented. Beginning in the first quarter of Fiscal 2025, for the three and six months ended December 31, 2023,the Company reclassified expenses of $7.4 million and $15.6 million, respectively, from Research anddevelopment to Sales and marketing in the Condensed Consolidated Statements of Income to provide abetter representation of the function of the expenses. We also reclassified prior period information toconform to current presentation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make certainestimates, judgments and assumptions that affect the amounts reported in the Condensed ConsolidatedFinancial Statements. These estimates, judgments and assumptions are evaluated on an ongoing basis.We base our estimates on historical experience and on various other assumptions that we believe arereasonable at that time, the results of which form the basis for making judgments about the carryingvalues of assets and liabilities that are not readily apparent from other s