- Non-GAAP-based Operating Margin was 34%
- Blue Carbon To Be Unveiled at Enterprise World; Enters Beta this Quarter
- Total Revenue Was $434.5 Million, Down 4%; in CC*, Up 3%

WATERLOO, Ontario, Oct. 28, 2015 /PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX) (TSX: OTC) announced today its financial results for the first quarter ended September 30, 2015.

"Fiscal 2016 will be a transformative year for OpenText. Digitalization enables customers to create a better way to work, and project Blue Carbon is the enabling platform. I am pleased to confirm project Blue Carbon will be available in Beta this quarter and unveiled at our annual user conference Enterprise World, taking place November 8 to 13, 2015," said OpenText CEO Mark J. Barrenechea.

Barrenechea further added, "As for Fiscal Q1 results, due to the strength of the US Dollar, foreign currency volatility continued to have a significant impact on our results in the quarter, negatively impacting total revenue by $34M. In constant currency, total revenue grew 3%, and recurring revenue grew 4%. We remain confident in our 2020 target model of adjusted operating margins between 34% to 38%."



    Financial Highlights for Q1 FY16 with Year Over Year Comparisons (1)
    -------------------------------------------------------------------


    Summary of Quarterly Results                                                                                            Q1 FY16     % Change
                                                                                                                                        in CC*
                                                                                                                             in CC*
    ---

                                                   Q1 FY16      Q1 FY15  $ Change  % Change

    Revenues: (in millions)

    Cloud services and
     subscriptions                                   $147.8                 $154.1           ($6.3)      (4.1)%         $156.3                     1.4%

    Customer support                                  185.7                  183.9              1.8         1.0%          200.7                     9.1%

    Professional service and
     other                                             49.7                   57.6            (7.9)     (13.7)%           55.1                   (4.3)%

    Total Recurring revenues                         $383.2                 $395.6          ($12.4)      (3.1)%         $412.1                     4.2%

    License                                            51.3                   58.2            (6.9)     (11.8)%           56.0                   (3.8)%

    Total revenues                                   $434.5                 $453.8          ($19.3)      (4.2)%         $468.1                     3.2%

    Non-GAAP-based operating
     margin (2)                                       34.1%                 34.3%                   n/a           (20) bps         33.6%

    GAAP-based operating margin                       17.6%                 22.7%                   n/a          (510) bps

    Non-GAAP-based EPS,
     diluted (2)                                      $0.84                  $0.97          ($0.13)     (13.4)%          $0.90                   (7.2)%

    GAAP-based EPS, diluted                           $0.34                  $0.53          ($0.19)     (35.8)%

    Operating cash flows (in
     millions)                                        $92.7                 $138.5          ($45.8)     (33.1)%
    ------------------------                          -----                 ------           ------       ------

"I am really pleased with our adjusted operating margin performance this quarter. The results reflect the execution of the restructuring actions announced in May and our ongoing focus on cost containment. It is a positive start and provides a solid base to deliver on our annual operating plan," said OpenText CFO John Doolittle.

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

Quarterly Business Highlights


    --  11 customer transactions over $1 million, 6 cloud contract signings in
        the OpenText Cloud and 5 on-premises
    --  Financial, technology and services  industries saw the most demand
    --  Cloud customer successes in the quarter include Bestop Inc, Molson Coors
        Brewing Company and PayFlex
    --  On-premises customer successes in the quarter include R-pharm, CTAC,
        Tata Steel Nederland B.V., United States Department Of State, Thomson
        Reuters Corporation, EDM Group and Solenis
    --  OpenText signs definitive agreement to acquire Daegis Inc.
    --  OpenText Enterprise World 2015 enables the next generation of digital
        companies; Mark J. Barrenechea and Mike Myers to keynote
    --  OpenText announces new global partner program to enable the digital
        world
    --  OpenText digital asset management integrates with SAP® hybris®
        solutions to deliver the future of customer experience and engagement
    --  OpenText delivers Big Data Analytics in the OpenText Cloud
    --  New report names OpenText as a leader in ECM business content services
    --  OpenText named a leader in Gartner's Magic Quadrant for Web Content
        Management

Dividend Program Highlights

Cash Dividend

As part of our quarterly, non cumulative cash dividend program the Board declared on October 28, 2015 a cash dividend of $0.20 per Common Share. The record date for this dividend is November 27, 2015 and the payment date is December 18, 2015. 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.

Investor and Analyst Day at Enterprise World 2015

Institutional investors and financial analysts are invited to join us for our Investor and Analyst Day on Wednesday, November 11, 2015 at the MGM Grand Hotel in Las Vegas, Nevada. The event takes place in conjunction with our 17(th) annual user conference Enterprise World. To register, please contact Sonya Mehan, Senior Manager, Investor Relations at smehan@opentext.com.



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

                                 Q1 FY16  Q4 FY15 Q1 FY15         % Change                % Change

                                                            (Q1 FY16 vs Q4 FY15)   (Q1 FY16 vs Q1 FY15)

    Revenue
     (million)                     $434.5            $482.7                 $453.8                (10.0)%         (4.2)%

    GAAP-
     based
     gross
     margin                         67.8%            68.8%                 67.6%                 (100)     bps     20      bps

    GAAP-
     based
     operating
     margin                         17.6%            17.1%                 22.7%                    50      bps  (510)     bps

    GAAP-
     based
     EPS,
     diluted                        $0.34             $0.56                  $0.53                (39.3)%        (35.8)%

    Non-GAAP-
     based
     gross
     margin
     (2)                           72.6%            73.6%                 71.8%                 (100)     bps     80      bps

    Non-GAAP-
     based
     operating
     margin
     (2)                           34.1%            30.8%                 34.3%                   330      bps   (20)     bps

    Non-GAAP-
     based
     EPS,
     diluted
     (2)                           $0.84             $0.87                  $0.97                 (3.4)%        (13.4)%
    ---------                       -----             -----                  -----                  -----          ------

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 1-800-319-4610 (toll-free) or +1-604-638-5340 (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 .

A replay of the call will be available beginning October 28, 2015 at 7:00 p.m. ET through 11:59 p.m. November 11, 2015 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 1469 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 2016 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, ongoing tax matters, purchases of common shares by OpenText pursuant to the NCIB, 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 Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: 415-963-0825
gsecord@opentext.com

Canada:

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
Waterloo: 519-888-7111 ext. 2446
smehan@opentext.com

Copyright ©2015 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

                                               CONDENSED CONSOLIDATED BALANCE SHEETS

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


                                                         September 30,                     June 30,
                                                                  2015                              2015
                                                                  ----                              ----

                                                          (unaudited)

                                 ASSETS

    Cash and cash equivalents                                               $690,785                         $699,999

    Short-term investments                                      18,022                              11,166

    Accounts receivable trade, net of
     allowance for doubtful accounts
     of $5,437 as of September 30,
     2015 and $5,987 as of June 30,
     2015                                                      233,947                             284,131

    Income taxes recoverable                                    20,000                              21,151

    Prepaid expenses and other current
     assets                                                     47,099                              53,191

    Deferred tax assets                                         31,250                              30,711
                                                                ------                              ------

    Total current assets                                     1,041,103                           1,100,349

    Property and equipment                                     163,179                             160,419

    Goodwill                                                 2,161,592                           2,161,592

    Acquired intangible assets                                 631,791                             679,479

    Deferred tax assets                                        150,861                             155,411

    Other assets                                                74,570                              85,576

    Deferred charges                                            33,501                              37,265

    Long-term income taxes recoverable                           8,393                               8,404

    Total assets                                                          $4,264,990                       $4,388,495
                                                                          ==========                       ==========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                            $189,329                         $241,370

    Current portion of long-term debt                            8,000                               8,000

    Deferred revenues                                          323,470                             358,066

    Income taxes payable                                        15,996                              17,001

    Deferred tax liabilities                                        71                                 997
                                                                   ---                                 ---

    Total current liabilities                                  536,866                             625,434

    Long-term liabilities:

    Accrued liabilities                                         29,579                              34,682

    Deferred credits                                            11,796                              12,943

    Pension liability                                           55,737                              56,737

    Long-term debt                                           1,578,000                           1,580,000

    Deferred revenues                                           27,542                              28,223

    Long-term income taxes payable                             151,306                             151,484

    Deferred tax liabilities                                    64,066                              69,185
                                                                ------                              ------

    Total long-term liabilities                              1,918,026                           1,933,254

    Shareholders' equity:

    Share capital

    121,351,776 and 122,293,986 Common
     Shares issued and outstanding at
     September 30, 2015 and June 30,
     2015, respectively; Authorized
     Common Shares: unlimited                                  806,424                             808,010

    Additional paid-in capital                                 132,733                             126,417

    Accumulated other comprehensive
     income                                                     51,884                              51,828

    Retained earnings                                          838,494                             863,015

    Treasury stock, at cost (625,725
     shares at September 30, 2015 and
     625,725 at June 30, 2015,
     respectively)                                            (19,986)                           (19,986)
                                                               -------                             -------

    Total OpenText shareholders'
     equity                                                  1,809,549                           1,829,284

    Non-controlling interests                                      549                                 523
                                                                   ---                                 ---

    Total shareholders' equity                               1,810,098                           1,829,807

    Total liabilities and
     shareholders' equity                                                 $4,264,990                       $4,388,495
                                                                          ==========                       ==========


                                                       OPEN TEXT CORPORATION

                                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

                                                            (unaudited)


                                                              Three Months Ended September 30,
                                                              --------------------------------

                                                                    2015                    2014
                                                                    ----                    ----

    Revenues:

    License                                                                 $51,331                         $58,195

    Cloud services and subscriptions                             147,790                            154,053

    Customer support                                             185,667                            183,906

    Professional service and other                                49,747                             57,633
                                                                  ------                             ------

    Total revenues                                               434,535                            453,787
                                                                 -------                            -------

    Cost of revenues:

    License                                                        2,681                              2,997

    Cloud services and subscriptions                              58,916                             59,577

    Customer support                                              20,508                             22,963

    Professional service and other                                38,064                             43,197

    Amortization of acquired technology-
     based intangible assets                                      19,883                             18,206
                                                                  ------                             ------

    Total cost of revenues                                       140,052                            146,940
                                                                 -------                            -------

    Gross profit                                                 294,483                            306,847
                                                                 -------                            -------

    Operating expenses:

    Research and development                                      46,440                             44,742

    Sales and marketing                                           77,945                             81,041

    General and administrative                                    35,569                             35,743

    Depreciation                                                  12,914                             12,242

    Amortization of acquired customer-
     based intangible assets                                      27,805                             25,884

    Special charges                                               17,337                              4,169
                                                                  ------                              -----

    Total operating expenses                                     218,010                            203,821
                                                                 -------                            -------

    Income from operations                                        76,473                            103,026
                                                                  ------                            -------

    Other expense, net                                           (4,913)                           (9,873)

    Interest and other related expense, net                     (19,046)                          (11,099)
                                                                 -------                            -------

    Income before income taxes                                    52,514                             82,054

    Provision for income taxes                                    11,202                             17,402
                                                                  ------                             ------

    Net income for the period                                               $41,312                         $64,652
                                                                            -------                         -------

    Net income attributable to non-
     controlling interests                                          (26)                              (26)

    Net income attributable to OpenText                                     $41,286                         $64,626
                                                                            =======                         =======

    Earnings per share-basic attributable
     to OpenText                                                              $0.34                           $0.53
                                                                              =====                           =====

    Earnings per share-diluted
     attributable to OpenText                                                 $0.34                           $0.53
                                                                              =====                           =====

    Weighted average number of Common
     Shares outstanding-basic                                    122,160                            121,918
                                                                 =======                            =======

    Weighted average number of Common
     Shares outstanding-diluted                                  122,640                            122,861
                                                                 =======                            =======

    Dividends declared per Common Share                                     $0.2000                         $0.1725
                                                                            =======                         =======


                                                        OPEN TEXT CORPORATION

                                      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                   (In thousands of U.S. dollars)

                                                             (unaudited)


                                                                Three Months Ended September 30,
                                                                --------------------------------

                                                                      2015                    2014
                                                                      ----                    ----

    Net income for the period                                                 $41,312                       $64,652

    Other comprehensive income-net of tax:

    Net foreign currency translation
     adjustments                                                     1,723                            3,105

    Unrealized gain (loss) on cash flow
     hedges:

    Unrealized loss                                                (3,390)                         (2,900)

    Loss reclassified into net income                                  512                               53

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

    Actuarial gain (loss)                                            1,113                          (3,118)

    Amortization of actuarial loss into net
     income                                                             83                              121

    Unrealized gain on short-term investments                           15                                -

    Unrealized loss on marketable securities
     (Actuate)                                                           -                           (494)

    Total other comprehensive income (loss),
     net, for the period                                                56                          (3,233)

    Total comprehensive income                                      41,368                           61,419

    Comprehensive income attributable to non-
     controlling interests                                            (26)                            (26)
                                                                       ---                              ---

    Total comprehensive income attributable
     to OpenText                                                              $41,342                       $61,393
                                                                              =======                       =======





                                             OPEN TEXT CORPORATION

                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                        (In thousands of U.S. dollars)

                                                  (unaudited)

                                                    Three Months Ended September 30,
                                                    --------------------------------

                                                   2015                     2014
                                                   ----                     ----

    Cash flows from operating
     activities:

    Net
     income
     for the
     period                                                 $41,312                           $64,652

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

     Depreciation
     and
     amortization
     of
     intangible
     assets                                      60,602                               56,332

    Share-
     based
     compensation
     expense                                      6,533                                4,449

    Excess
     tax
     expense
     (benefits)
     on
     share-
     based
     compensation
     expense                                        216                                (395)

    Pension
     expense                                      1,167                                1,220

     Amortization
     of debt
     issuance
     costs                                        1,156                                1,143

     Amortization
     of
     deferred
     charges
     and
     credits                                      2,617                                2,631

    Deferred
     taxes                                      (4,184)                             (1,545)

    Changes in operating assets
     and liabilities:

    Accounts
     receivable                                  52,106                               55,543

    Prepaid
     expenses
     and
     other
     current
     assets                                       5,834                                (149)

    Income
     taxes                                        3,797                               17,806

    Accounts
     payable
     and
     accrued
     liabilities                               (48,322)                            (34,139)

    Deferred
     revenue                                   (32,393)                            (26,755)

    Other
     assets                                       2,281                              (2,262)
                                                  -----                               ------

    Net cash
     provided
     by
     operating
     activities                                  92,722                              138,531
                                                 ------                              -------

    Cash flows from investing
     activities:

    Additions
     of
     property
     and
     equipment                                 (17,197)                            (30,235)

    Proceeds
     from
     maturity
     of
     short-
     term
     investments                                  2,255                                    -

    Purchase
     of
     Actuate
     Corporation,
     net of
     cash
     acquired                                   (7,701)                                   -

    Purchase
     of
     Informative
     Graphics
     Corporation,
     net of
     cash
     acquired                                      (88)                                   -

    Purchase
     of ICCM
     Professional
     Services
     Limited,
     net of
     cash
     acquired                                   (2,027)                                   -

    Purchase
     consideration
     for
     prior
     period
     acquisitions                                     -                               (222)

    Other
     investing
     activities                                   (926)                             (7,374)

    Net cash
     used in
     investing
     activities                                (25,684)                            (37,831)
                                                -------                              -------

    Cash flows from financing
     activities:

    Excess
     tax
     (expense)
     benefits
     on
     share-
     based
     compensation
     expense                                      (216)                                 395

    Proceeds
     from
     issuance
     of
     Common
     Shares                                       5,252                                7,099

    Common
     Shares
     repurchased                               (50,026)                                   -

    Repayment
     of long-
     term debt                                  (2,000)                            (13,417)

    Debt
     issuance
     costs                                            -                               (183)

    Payments
     of
     dividends
     to
     shareholders                              (23,312)                            (21,045)

    Net cash
     used in
     financing
     activities                                (70,302)                            (27,151)
                                                -------                              -------

    Foreign
     exchange
     loss on
     cash
     held in
     foreign
     currencies                                 (5,950)                             (8,953)

    Increase
     (decrease)
     in cash
     and cash
     equivalents
     during
     the
     period                                     (9,214)                              64,596

    Cash and
     cash
     equivalents
     at
     beginning
     of the
     period                                     699,999                              427,890

    Cash and
     cash
     equivalents
     at end
     of the
     period                                                $690,785                          $492,486
                                                           ========                          ========


    Notes
    -----


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


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


                    The Company uses these non-GAAP
                     financial measures to supplement
                     the information provided in its
                     consolidated financial statements,
                     which are presented in accordance
                     with U.S. GAAP. The presentation of
                     non-GAAP financial measures 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
                     (recoveries), 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
                     (recoveries), share-based
                     compensation, other income
                     (expense), and the taxation impact
                     of these items. These items are
                     excluded based upon the manner in
                     which management evaluates the
                     business of the Company and are not
                     excluded in the sense that they may
                     be used under U.S. GAAP.


                    The Company believes the provision
                     of supplemental non-GAAP measures
                     allow investors to evaluate the
                     operational and financial
                     performance of the Company's core
                     business using the same evaluation
                     measures that management uses, and
                     is therefore a useful indication of
                     OpenText's performance or expected
                     performance of future operations
                     and facilitates period-to-period
                     comparison of operating performance
                     (although prior performance is not
                     necessarily indicative of future
                     performance). As a result, the
                     Company considers it appropriate
                     and reasonable to provide, in
                     addition to U.S. GAAP measures,
                     supplementary non-GAAP financial
                     measures that exclude certain items
                     from the presentation of its
                     financial results 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 September 30, 2015.
    ------------------------------------------------------------------------------------------------------------------------

    (In thousands except for per share amounts)

                                                                       Three Months Ended September 30, 2015
                                                                       -------------------------------------

                                          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 and
     subscriptions                                          $58,916                                                        $(281)              (1)  $58,635

    Customer support                          20,508                                        (158)                             (1)  20,350

    Professional
     service and other                        38,064                                        (453)                             (1)  37,611

    Amortization of
     acquired
     technology-based
     intangible assets                        19,883                                     (19,883)                             (2)       -

    GAAP-based gross
     profit and gross
     margin (%) /                            294,483                         67.8%                          20,775                     (3)  315,258     72.6%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              46,440                                        (752)                             (1)  45,688

    Sales and marketing                       77,945                                      (3,115)                             (1)  74,830

    General and
     administrative                           35,569                                      (1,774)                             (1)  33,795

    Amortization of
     acquired customer-
     based intangible
     assets                                   27,805                                     (27,805)                             (2)       -

    Special charges
     (recoveries)                             17,337                                     (17,337)                             (4)       -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                              76,473                         17.6%                          71,558                     (5)  148,031     34.1%

    Other income
     (expense), net                          (4,913)                                       4,913                              (6)       -

    Provision for
     (recovery of)
     income taxes                             11,202                                       14,569                              (7)  25,771

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 41,286                                       61,902                              (8) 103,188

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $0.34                                                         $0.50               (8)    $0.84



    (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 (recoveries) 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
                     rate of approximately 21% and a non-
                     GAAP-based tax rate of 20%; these
                     rate differences are due to the income
                     tax effects of expenses that are
                     excluded for the purpose of
                     calculating non-GAAP-based adjusted
                     net income. Such excluded expenses
                     include amortization, share-based
                     compensation, special charges and
                     other income (expense), net. Also
                     excluded are tax expense items
                     unrelated to current period income
                     such as changes in reserves for tax
                     uncertainties and valuation allowance
                     reserves, tax arising on internal
                     reorganizations, and "book to return"
                     adjustments for tax return filings and
                     tax assessments (in total "adjusted
                     expenses"). In arriving at our non-
                     GAAP-based tax rate of 20%, we
                     analyzed the individual adjusted
                     expenses and took into consideration
                     the impact of statutory tax rates from
                     local jurisdictions incurring the
                     expense.

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


                                  Three Months Ended September 30,
                                                 2015
                                 --------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                   $103,188              $0.84

    Less:

    Amortization                     47,688                      0.39

    Share-based compensation          6,533                      0.05

    Special charges (recoveries)     17,337                      0.14

    Other (income) expense, net       4,913                      0.04

    GAAP-based provision for
     (recovery of) income taxes      11,202                      0.09

    Non-GAAP based provision for
     income taxes                  (25,771)                   (0.21)

    GAAP-based net income,
     attributable to OpenText                    $41,286              $0.34
                                                 =======              =====


    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the three months ended June 30, 2015.

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

                                                                          Three Months Ended June 30, 2015
                                                                          --------------------------------

                                          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 and
     subscriptions                                          $58,424                                                        $(252)               (1)  $58,172

    Customer support                          23,578                                        (200)                             (1)   23,378

    Professional
     service and other                        42,743                                        (421)                             (1)   42,322

    Amortization of
     acquired
     technology-based
     intangible assets                        22,454                                     (22,454)                             (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /                            331,998                         68.8%                          23,327                      (3)  355,325     73.6%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              52,357                                        (665)                             (1)   51,692

    Sales and marketing                      104,443                                      (2,508)                             (1)  101,935

    General and
     administrative                           41,766                                      (2,061)                             (1)   39,705

    Amortization of
     acquired customer-
     based intangible
     assets                                   28,741                                     (28,741)                             (2)        -

    Special charges
     (recoveries)                              8,791                                      (8,791)                             (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                              82,510                         17.1%                          66,093                      (5)  148,603     30.8%

    Other income
     (expense), net                              690                                        (690)                             (6)        -

    Provision for
     (recovery of)
     income taxes                            (3,763)                                      27,272                              (7)   23,509

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 68,804                                       38,131                              (8)  106,935

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $0.56                                                         $0.31                (8)    $0.87



    (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 (recoveries) 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
                     rate of approximately 6% and a non-
                     GAAP-based tax rate of 18%; these
                     rate differences are due to the income
                     tax effects of expenses that are
                     excluded for the purpose of
                     calculating non-GAAP-based adjusted
                     net income. Such excluded expenses
                     include amortization, share-based
                     compensation, special charges and
                     other income (expense), net. Also
                     excluded are tax expense items
                     unrelated to current period income
                     such as changes in reserves for tax
                     uncertainties and valuation allowance
                     reserves, tax arising on internal
                     reorganizations, and "book to return"
                     adjustments for tax return filings and
                     tax assessments (in total "adjusted
                     expenses"). In arriving at our non-
                     GAAP-based tax rate of 18%, we
                     analyzed the individual adjusted
                     expenses and took into consideration
                     the impact of statutory tax rates from
                     local jurisdictions incurring the
                     expense.

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


                                 Three Months Ended June 30, 2015
                                 --------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                  $106,935              $0.87

    Less:

    Amortization                    51,195                      0.42

    Share-based compensation         6,107                      0.05

    Special charges (recoveries)     8,791                      0.07

    Other (income) expense, net      (690)                   (0.01)

    GAAP-based provision for
     (recovery of) income taxes    (3,763)                   (0.03)

    Non-GAAP based provision for
     income taxes                 (23,509)                   (0.19)
                                   -------                     -----

    GAAP-based net income,
     attributable to OpenText                   $68,804              $0.56
                                                =======              =====




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

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

                                                                       Three Months Ended September 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 and
     subscriptions                                          $59,577                                                        $(213)              (1)  $59,364

    Customer support                          22,963                                        (174)                             (1)  22,789

    Professional
     service and other                        43,197                                        (263)                             (1)  42,934

    Amortization of
     acquired
     technology-based
     intangible assets                        18,206                                     (18,206)                             (2)       -

    GAAP-based gross
     profit and gross
     margin (%) /                            306,847                         67.6%                          18,856                     (3)  325,703     71.8%
    Non-GAAP-based gross profit
     and gross margin (%)

    Operating expenses

    Research and
     development                              44,742                                        (563)                             (1)  44,179

    Sales and marketing                       81,041                                      (2,074)                             (1)  78,967

    General and
     administrative                           35,743                                      (1,162)                             (1)  34,581

    Amortization of
     acquired customer-
     based intangible
     assets                                   25,884                                     (25,884)                             (2)       -

    Special charges
     (recoveries)                              4,169                                      (4,169)                             (4)       -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             103,026                         22.7%                          52,708                     (5)  155,734     34.3%

    Other income
     (expense), net                          (9,873)                                       9,873                              (6)       -

    Provision for
     (recovery of)
     income taxes                             17,402                                        8,606                              (7)  26,008

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 64,626                                       53,975                              (8) 118,601

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $0.53                                                         $0.44               (8)    $0.97



    (1)              Adjustment relates to the exclusion of
                     share based compensation expense from
                     our Non-GAAP-based operating
                     expenses as this expense is excluded
                     from our internal analysis of
                     operating results.

    (2)              Adjustment relates to the exclusion of
                     amortization expense from our Non-
                     GAAP-based operating expenses as the
                     timing and frequency of amortization
                     expense is dependent on our
                     acquisitions and is hence excluded
                     from our internal analysis of
                     operating results.

    (3)              GAAP-based and Non-GAAP-based gross
                     profit stated in dollars, and gross
                     margin stated as a percentage of
                     revenue.

    (4)              Adjustment relates to the exclusion of
                     Special charges (recoveries) 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
                     rate of approximately 21% and a non-
                     GAAP-based tax rate of 18%; these
                     rate differences are due to the income
                     tax effects of expenses that are
                     excluded for the purpose of
                     calculating non-GAAP-based adjusted
                     net income. Such excluded expenses
                     include amortization, share-based
                     compensation, special charges and
                     other income (expense), net. Also
                     excluded are tax expense items
                     unrelated to current period income
                     such as changes in reserves for tax
                     uncertainties and valuation allowance
                     reserves, tax arising on internal
                     reorganizations, and "book to return"
                     adjustments for tax return filings and
                     tax assessments (in total "adjusted
                     expenses"). In arriving at our non-
                     GAAP-based tax rate of 18%, we
                     analyzed the individual adjusted
                     expenses and took into consideration
                     the impact of statutory tax rates from
                     local jurisdictions incurring the
                     expense.

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


                                  Three Months Ended September 30,
                                                 2014
                                 --------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                   $118,601              $0.97

    Less:

    Amortization                     44,090                      0.36

    Share-based compensation          4,449                      0.04

    Special charges (recoveries)      4,169                      0.03

    Other (income) expense, net       9,873                      0.08

    GAAP-based provision for
     (recovery of) income taxes      17,402                      0.14

    Non-GAAP based provision for
     income taxes                  (26,008)                   (0.21)

    GAAP-based net income,
     attributable to OpenText                    $64,626              $0.53
                                                 =======              =====


    (3)              The following tables provide a composition of our
                     major currencies for revenue and expenses,
                     expressed as a percentage, for the three months
                     ended September 30, 2015 and 2014:


                     Three Months Ended               Three Months Ended
                     September 30, 2015               September 30, 2014
                     ------------------               ------------------

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

    EURO                23%                     14%                                  25%    15%

    GBP                  9%                      8%                                   9%     9%

    CAD                  4%                     13%                                   5%    13%

    USD                 54%                     49%                                  49%    45%

    Other               10%                     16%                                  12%    18%
                        ---                      ---                                   ---     ---

    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

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/opentext-reports-first-quarter-fiscal-year-2016-financial-results-300168126.html

SOURCE Open Text Corporation