- Total Revenue of USD $465.3 Million, Down 1%; Up 6% Y/Y in CC*

- Non-GAAP-based Operating Margin of 37%

- Release 16 on schedule for General Availability

WATERLOO, Ontario, Feb. 9, 2016 /PRNewswire/ -- Open Text Corporation (NASDAQ: OTEX) (TSX: OTC) announced today its financial results for the second quarter ended December 31, 2015.

"The strength of Fiscal 2016 Q2 shows the potential of digital transformation for our customers and the OpenText business model: total revenues of $465.3 million were up 6% in constant currency, year-over-year; 82% of our total revenue was recurring; and adjusted operating income of $172 million was up 12% year-over-year," said OpenText CEO and CTO Mark J. Barrenechea. "Release 16 is the world's first digital platform, and we plan on making strategic investments in the coming quarters to enable our install-base, new customers and partners to fully capture the power of our next generation platform."

Barrenechea further added, "Our business model is guided by the OpenText Intelligent Growth System. We remain strategically focused on customer-driven innovation, leadership in our key markets, profitable organic growth, acquisitions, cash flow expansion, and operating excellence. In these times of economic uncertainty, I see incredible opportunity with our next generation platform Release 16, our business model and EIM platform expansion."


    Financial Highlights for Q2 FY16 with Year Over Year Comparisons (1)
    -------------------------------------------------------------------


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

                                                           Q2 FY16          Q2 FY15        $Change   % Change            Q2 FY16 in CC*         % Change in CC*

                       (Y/Y)

    Revenues: (in millions)

    Cloud services and
     subscriptions                                                   $149.1         $154.8    ($5.7)             (3.7)%                 $156.1                    0.8%

    Customer support                                                  184.1          179.5       4.6                2.6%                  196.2                    9.3%

    Professional service and
     other                                                             50.3           58.2     (7.9)            (13.7)%                   54.8                  (5.8)%

    Total Recurring revenues                                         $383.5         $392.5    ($9.0)             (2.3)%                 $407.1                    3.7%

    License                                                            81.9           75.4       6.5                8.6%                   89.8                   19.1%

    Total revenues                                                   $465.3         $467.8    ($2.5)             (0.5)%                 $496.9                    6.2%

    Non-GAAP-based operating
     margin(2)                                                        37.0%         32.8%      n/a            420 bps                  36.9%

    GAAP-based operating margin                                       23.6%         23.6%      n/a              - bps

    Non-GAAP-based EPS,
     diluted (2)                                                      $1.01          $0.97     $0.04                4.1%                  $1.08                   11.3%

    GAAP-based EPS, diluted                                           $0.72          $0.60     $0.12               20.0%

    Operating cash flows (in
     millions)                                                       $123.9         $109.6     $14.3               13.1%
    ------------------------                                         ------         ------     -----                ----



    Note: Individual line items in
     tables may be adjusted by
     non-material amounts to
     enable totals to align to
     published financial
     statements.

"I am pleased with our adjusted operating income and cash flow performance this quarter. The results reflect strong business execution and our continued focus on the metrics that matter most, margins, cash flow and a strong liquidity position. It is a positive first half to Fiscal 2016 and provides a solid base to deliver on the year's operating plan. As we look to deliver and invest in Release 16, coupled with the current economic uncertainty, we are maintaining our target model" 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.

OpenText Quarterly Business Highlights


    --  CEO assumes additional role of Chief Technology Officer
    --  Appointment of Steven Murphy as President; executive promotions of Muhi
        Majzoub, John Doolittle and Gordon Davies
    --  16 customer transactions over $1 million, 7 cloud contract signings in
        the OpenText Cloud and 9 on-premises
    --  Financial, services and technology industries saw the most demand
    --  Cloud customer successes in the quarter include O.C. Tanner, Schneider
        Electric, Elcom, Ayuntamiento de Barcelona (Barcelona City Council),
        Engie E&P, Shiseido Europe and The Greater Toronto Airports Authority
    --  Creates secure, dedicated European data zone for cloud operations
    --  On-premises customer successes in the quarter include Hy Cite
        Enterprises, City of San Diego, Elmü, B. Braun, National Commercial
        Bank, Mobis Parts Australia Pty (Mobis), Alberta Energy Regulator,
        Pirelli Tyre S.P.A., Banque de France, ERGO Insurance AG Austria, Region
        Skane and Stadtwerke München
    --  Buys Daegis Inc.
    --  Named a leader in Gartner's Magic Quadrant for Enterprise Content
        Management and for Customer Communications Management Software
    --  Named one of Canada's Top 100 Employers for the fifth consecutive year

Dividend Program Highlights

Cash Dividend
As part of our quarterly, non cumulative cash dividend program the Board declared on February 8, 2016 a cash dividend of $0.20 per Common Share. The record date for this dividend is March 10, 2016 and the payment date is March 31, 2016. 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
    ----------------------------

                                 Q2 FY16  Q1 FY16 Q2 FY15    % Change             % Change

                                                            (Q2 FY16 vs          (Q2 FY16 vs
                                                             Q1 FY16)             Q2 FY15)

    Revenue
     (million)                     $465.3            $434.5               $467.8                7.1%      (0.5)%

    GAAP-
     based
     gross
     margin                         70.0%            67.8%               68.3%                220     bps  170     bps


    GAAP-
     based
     operating
     margin                         23.6%            17.6%               23.6%                600     bps    -    bps


    GAAP-
     based
     EPS,
     diluted                        $0.72             $0.34                $0.60              111.8%       20.0%

    Non-GAAP-
     based
     gross
     margin
     (2)                           74.2%            72.6%               72.3%                160     bps  190     bps


    Non-GAAP-
     based
     operating
     margin
     (2)                           37.0%            34.1%               32.8%                290     bps  420     bps


    Non-GAAP-
     based
     EPS,
     diluted
     (2)                           $1.01             $0.84                $0.97               20.2%        4.1%
    ---------                       -----             -----                -----                ----          ---


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

                   Q2 FY16 YTD Q2 FY15 YTD $ Change  % Change

    Revenues:
     (in
     millions)

    Cloud
     services
     and
     subscriptions      $296.9                $308.8           ($11.9)        (3.9)%

    Customer
     support             369.8                 363.4               6.4           1.8%


     Professional
     service
     and other           100.0                 115.9            (15.9)       (13.7)%

    Total
     Recurring
     revenues           $766.7                $788.1           ($21.4)        (2.7)%

    License              133.2                 133.6             (0.4)        (0.3)%

    Total
     revenues           $899.9                $921.6           ($21.7)        (2.4)%

    Non-GAAP-
     based
     operating
     margin(2)           35.6%                33.5%           n/a        210    bps

    GAAP-
     based
     operating
     margin              20.7%                23.2%           n/a      (250)   bps

    Non-GAAP-
     based
     EPS,
     diluted
     (2)                $1.85                 $1.93           ($0.08)        (4.1)%

    GAAP-
     based
     EPS,
     diluted             $1.06                 $1.13           ($0.07)        (6.2)%

    Operating
     cash
     flows (in
     millions)          $216.7                $248.1           ($31.4)       (12.7)%
    ----------          ------                ------            ------         ------

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 February 9, 2016 at 7:00 p.m. ET through 11:59 p.m. February 23, 2016 and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 00153 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 ©2016 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)


                                                         December 31, 2015                 June 30, 2015
                                                         -----------------                 -------------

                                                            (unaudited)

    ASSETS

    Cash and cash equivalents                                                   $725,963                       $699,999

    Short-term investments                                          16,271                            11,166

    Accounts receivable trade, net of
     allowance for doubtful accounts
     of $7,467 as of December 31, 2015
     and $5,987 as of June 30, 2015                                278,635                           284,131

    Income taxes recoverable                                        15,380                            21,151

    Prepaid expenses and other current
     assets                                                         53,020                            53,191

    Deferred tax assets                                             33,394                            30,711
                                                                    ------                            ------

    Total current assets                                         1,122,663                         1,100,349

    Property and equipment                                         161,675                           160,419

    Goodwill                                                     2,169,637                         2,161,592

    Acquired intangible assets                                     604,167                           679,479

    Deferred tax assets                                            149,561                           155,411

    Other assets                                                    74,178                            85,576

    Deferred charges                                                30,374                            37,265

    Long-term income taxes recoverable                               8,518                             8,404

    Total assets                                                              $4,320,773                     $4,388,495
                                                                              ==========                     ==========

                    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                                $227,148                       $241,370

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

    Deferred revenues                                              306,159                           358,066

    Income taxes payable                                            17,800                            17,001

    Deferred tax liabilities                                           734                               997
                                                                       ---                               ---

    Total current liabilities                                      559,841                           625,434

    Long-term liabilities:

    Accrued liabilities                                             31,514                            34,682

    Deferred credits                                                10,650                            12,943

    Pension liability                                               54,842                            56,737

    Long-term debt                                               1,576,000                         1,580,000

    Deferred revenues                                               33,115                            28,223

    Long-term income taxes payable                                 141,205                           151,484

    Deferred tax liabilities                                        59,753                            69,185
                                                                    ------                            ------

    Total long-term liabilities                                  1,907,079                         1,933,254

    Shareholders' equity:

    Share capital

    121,094,990 and 122,293,986 Common
     Shares issued and outstanding at
     December 31, 2015 and June 30,
     2015, respectively; Authorized
     Common Shares: unlimited                                      806,143                           808,010

    Additional paid-in capital                                     134,470                           126,417

    Accumulated other comprehensive
     income                                                         49,376                            51,828

    Retained earnings                                              888,775                           863,015

    Treasury stock, at cost (643,647
     shares at December 31, 2015 and
     625,725 at June 30, 2015,
     respectively)                                                (25,515)                         (19,986)
                                                                   -------                           -------

    Total OpenText shareholders'
     equity                                                      1,853,249                         1,829,284

    Non-controlling interests                                          604                               523
                                                                       ---                               ---

    Total shareholders' equity                                   1,853,853                         1,829,807

    Total liabilities and
     shareholders' equity                                                     $4,320,773                     $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 December 31,                             Six Months Ended December 31,
                                     -------------------------------                        -----------------------------

                                       2015                    2014                    2015                    2014
                                       ----                    ----                    ----                    ----

    Revenues:

    License                                    $81,856                                        $75,381                             $133,187  $133,576

    Cloud services and
     subscriptions                  149,099                           154,776                              296,889                  308,829

    Customer support                184,137                           179,466                              369,804                  363,372

    Professional service and other   50,255                            58,222                              100,002                  115,855
                                     ------                            ------                              -------                  -------

    Total revenues                  465,347                           467,845                              899,882                  921,632
                                    -------                           -------                              -------                  -------

    Cost of revenues:

    License                           2,029                             3,411                                4,710                    6,408

    Cloud services and
     subscriptions                   58,918                            58,533                              117,834                  118,110

    Customer support                 21,689                            23,831                               42,197                   46,794

    Professional service and other   38,375                            44,406                               76,439                   87,603

    Amortization of acquired
     technology-based intangible
     assets                          18,731                            18,206                               38,614                   36,412
                                     ------                            ------                               ------                   ------

    Total cost of revenues          139,742                           148,387                              279,794                  295,327
                                    -------                           -------                              -------                  -------

    Gross profit                    325,605                           319,458                              620,088                  626,305
                                    -------                           -------                              -------                  -------

    Operating expenses:

    Research and development         45,710                            46,170                               92,150                   90,912

    Sales and marketing              85,875                            90,980                              163,820                  172,021

    General and administrative       33,767                            39,667                               69,336                   75,410

    Depreciation                     13,330                            12,465                               26,244                   24,707

    Amortization of acquired
     customer-based intangible
     assets                          27,793                            25,364                               55,598                   51,248

    Special charges (recoveries)      9,088                           (5,759)                               26,425                  (1,590)
                                      -----                            ------                               ------                   ------

    Total operating expenses        215,563                           208,887                              433,573                  412,708
                                    -------                           -------                              -------                  -------

    Income from operations          110,042                           110,571                              186,515                  213,597
                                    -------                           -------                              -------                  -------

    Other income (expense), net         961                           (9,314)                              (3,952)                (19,187)

    Interest and other related
     expense, net                  (19,187)                          (8,455)                             (38,233)                (19,554)
                                    -------                            ------                              -------                  -------

    Income before income taxes       91,816                            92,802                              144,330                  174,856

    Provision for income taxes        4,074                            18,308                               15,276                   35,710
                                      -----                            ------                               ------                   ------

    Net income for the period                  $87,742                                        $74,494                             $129,054  $139,146
                                               -------                                        -------                             --------  --------

    Net income attributable to
     non-controlling interests         (56)                            (207)                                (82)                   (233)

    Net income attributable to
     OpenText                                  $87,686                                        $74,287                             $128,972  $138,913
                                               =======                                        =======                             ========  ========

    Earnings per share-basic
     attributable to OpenText                    $0.72                                          $0.61                                $1.06     $1.14
                                                 =====                                          =====                                =====     =====

    Earnings per share-diluted
     attributable to OpenText                    $0.72                                          $0.60                                $1.06     $1.13
                                                 =====                                          =====                                =====     =====

    Weighted average number of
     Common Shares outstanding-
     basic                          121,246                           122,051                              121,699                  121,984
                                    =======                           =======                              =======                  =======

    Weighted average number of
     Common Shares outstanding-
     diluted                        121,792                           122,985                              122,216                  122,934
                                    =======                           =======                              =======                  =======

    Dividends declared per Common
     Share                                     $0.2000                                        $0.1725                              $0.4000   $0.3450
                                               =======                                        =======                              =======   =======


                                                                              OPEN TEXT CORPORATION

                                                            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                                         (In thousands of U.S. dollars)

                                                                                   (unaudited)


                                                 Three Months Ended December 31,                             Six Months Ended December 31,
                                               -------------------------------                        -----------------------------

                                                 2015                    2014                    2015                    2014
                                                 ----                    ----                    ----                    ----

    Net income for the period                            $87,742                                        $74,494                            $129,054  $139,146

    Other comprehensive income-net of tax:

    Net foreign currency translation
     adjustments                              (2,751)                            5,241                              (1,028)                  8,346

    Unrealized gain (loss) on cash flow
     hedges:

    Unrealized loss                           (1,429)                          (1,316)                              (4,819)                (4,216)

    Loss reclassified into net income             814                               944                                1,326                     997

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

    Actuarial gain (loss)                         648                           (3,937)                                1,761                 (7,055)

    Amortization of actuarial loss into net
     income                                        90                                84                                  173                     205

    Unrealized net gain on short-term
     investments                                  120                                 -                                 135                       -

    Unrealized gain on marketable securities
     (Actuate)                                      -                            2,400                                    -                  1,906

    Total other comprehensive income (loss),
     net, for the period                      (2,508)                            3,416                              (2,452)                    183
                                                                                                                    ------                     ---

    Total comprehensive income                 85,234                            77,910                              126,602                 139,329

    Comprehensive income attributable to non-
     controlling interests                       (56)                            (207)                                (82)                  (233)
                                                  ---                              ----                                  ---                    ----

    Total comprehensive income attributable
     to OpenText                                         $85,178                                        $77,703                            $126,520  $139,096
                                                         =======                                        =======                            ========  ========


                                                                                          OPEN TEXT CORPORATION

                                                                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                     (In thousands of U.S. dollars)

                                                                                               (unaudited)


                                                     Three Months Ended December 31,                        Six Months Ended December 31,
                                                   -------------------------------                    -----------------------------

                                                     2015                              2014                      2015                     2014
                                                     ----                              ----                      ----                     ----

    Cash flows from operating activities:

    Net income for the period                                 $87,742                                          $74,494                           $129,054  $139,146

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

    Depreciation and
     amortization of intangible
     assets                                        59,854                              56,035                               120,456                112,367

    Share-based compensation
     expense                                        6,581                               4,929                                13,114                  9,378

    Excess tax benefits on
     share-based compensation
     expense                                        (256)                            (1,232)                                 (40)               (1,627)

    Pension expense                                 1,158                               1,202                                 2,325                  2,422

    Amortization of debt
     issuance costs                                 1,156                               1,132                                 2,312                  2,275

    Amortization of deferred
     charges and credits                            1,981                               2,632                                 4,598                  5,263

    Loss on sale and write down
     of property and equipment                        890                                   -                                  890                      -

    Deferred taxes                                (3,685)                              2,764                               (7,869)                 1,219

    Changes in operating assets and liabilities:

    Accounts receivable                          (41,226)                           (15,294)                                10,880                 40,249

    Prepaid expenses and other
     current assets                               (5,221)                              (548)                                  613                  (697)

    Income taxes                                  (3,503)                            (6,207)                                  294                 11,599

    Accounts payable and
     accrued liabilities                           33,503                             (3,187)                             (14,819)              (37,326)

    Deferred revenue                             (16,280)                            (5,990)                             (48,673)              (32,745)

    Other assets                                    1,242                             (1,158)                                3,523                (3,420)
                                                    -----                              ------                                 -----                 ------

    Net cash provided by
     operating activities                         123,936                             109,572                               216,658                248,103
                                                  -------                             -------                               -------                -------

    Cash flows from investing activities:

    Additions of property and
     equipment                                   (12,702)                           (18,026)                              (29,899)              (48,261)

    Proceeds from maturity of
     short-term investments                         3,069                                   -                                5,324                      -

    Purchase of Daegis Inc.,
     net of cash acquired                        (22,146)                                  -                             (22,146)                     -

    Purchase of Actuate
     Corporation, net of cash
     acquired                                        (43)                                  -                              (7,744)                     -

    Purchase of a division of
     Spicer Corporation                                 -                              (222)                                    -                 (222)

    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                          -                              (221)                                    -                 (443)

    Other investing activities                    (2,754)                            (1,059)                              (3,680)               (8,433)


    Net cash used in investing
     activities                                  (34,576)                           (19,528)                              (60,260)              (57,359)
                                                  -------                             -------                               -------                -------

    Cash flows from financing activities:

    Excess tax benefits on
     share-based compensation
     expense                                          256                               1,232                                    40                  1,627

    Proceeds from issuance of
     Common Shares                                  2,736                               2,039                                 7,988                  9,138

    Purchase of Treasury Stock                   (10,627)                                  -                             (10,627)                     -

    Common Shares repurchased                    (15,483)                                  -                             (65,509)                     -

    Repayment of long-term debt                   (2,000)                           (13,413)                               (4,000)              (26,830)

    Debt issuance costs                                 -                            (1,220)                                    -               (1,403)

    Payments of dividends to
     shareholders                                (24,216)                           (21,054)                              (47,528)              (42,099)


    Net cash used in financing
     activities                                  (49,334)                           (32,416)                             (119,636)               (59,567)
                                                  -------                             -------                              --------                -------

    Foreign exchange loss on
     cash held in foreign
     currencies                                   (4,848)                            (7,304)                             (10,798)              (16,257)

    Increase in cash and cash
     equivalents during the
     period                                        35,178                              50,324                                25,964                114,920

    Cash and cash equivalents
     at beginning of the period                   690,785                             492,486                               699,999                427,890


    Cash and cash equivalents
     at end of the period                                    $725,963                                         $542,810                           $725,963  $542,810
                                                             ========                                         ========                           ========  ========



    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 December 31, 2015.

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


                                                                        Three Months Ended December 31, 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                                          $58,918                                                        $(158)              (1)  $58,760

    Customer support                          21,689                                        (258)                             (1)  21,431

    Professional
     service and other                        38,375                                        (386)                             (1)  37,989

    Amortization of
     acquired
     technology-based
     intangible assets                        18,731                                     (18,731)                             (2)       -

    GAAP-based gross
     profit and gross
     margin (%) /Non-
     GAAP-based gross
     profit and gross
     margin (%)                             325,605                         70.0%                          19,533                     (3)  345,138     74.2%

    Operating expenses

    Research and
     development                              45,710                                        (736)                             (1)  44,974

    Sales and marketing                       85,875                                      (2,715)                             (1)  83,160

    General and
     administrative                           33,767                                      (2,328)                             (1)  31,439

    Amortization of
     acquired customer-
     based intangible
     assets                                   27,793                                     (27,793)                             (2)       -

    Special charges
     (recoveries)                              9,088                                      (9,088)                             (4)       -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             110,042                         23.6%                          62,193                     (5)  172,235     37.0%

    Other income
     (expense), net                              961                                        (961)                             (6)       -

    Provision for
     (recovery of)
     income taxes                              4,074                                       26,480                              (7)  30,554

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 87,686                                       34,752                              (8) 122,438

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $0.72                                                         $0.29               (8)    $1.01



    (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 4% 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 December 31,
                                   2015
                                 --------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                   $122,438              $1.01

    Less:

    Amortization                     46,524                      0.38

    Share-based compensation          6,581                      0.05

    Special charges (recoveries)      9,088                      0.07

    Other (income) expense, net       (961)                   (0.01)

    GAAP-based provision for
     (recovery of) income taxes       4,074                      0.03

    Non-GAAP based provision for
     income taxes                  (30,554)                   (0.23)

    GAAP-based net income,
     attributable to OpenText                    $87,686              $0.72
                                                 =======              =====


    Reconciliation of selected GAAP-based measures to Non-GAAP-based measures for the six months ended December 31, 2015.

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


                                                                     Six Months Ended December 31, 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                                         $117,834                                               $(439)                     (1)  $117,395

    Customer support                          42,197                                        (416)                    (1)         41,781

    Professional
     service and other                        76,439                                        (839)                    (1)         75,600

    Amortization of
     acquired
     technology-based
     intangible assets                        38,614                                     (38,614)                    (2)              -

    GAAP-based gross
     profit and gross
     margin (%) /Non-
     GAAP-based gross
     profit and gross
     margin (%)                             620,088                         68.9%                      40,308                       (3)  660,396      73.4%

    Operating expenses

    Research and
     development                              92,150                                      (1,488)                    (1)         90,662

    Sales and marketing                      163,820                                      (5,830)                    (1)        157,990

    General and
     administrative                           69,336                                      (4,102)                    (1)         65,234

    Amortization of
     acquired customer-
     based intangible
     assets                                   55,598                                     (55,598)                    (2)              -

    Special charges
     (recoveries)                             26,425                                     (26,425)                    (4)              -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             186,515                         20.7%                     133,751                       (5)  320,266      35.6%

    Other income
     (expense), net                          (3,952)                                       3,952                     (6)              -

    Provision for
     (recovery of)
     income taxes                             15,276                                       41,049                     (7)         56,325

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                128,972                                       96,654                     (8)        225,626

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $1.06                                                $0.79                      (8)     $1.85



    (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 11% 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:


                                   Six Months Ended December 31,
                                                2015
                                 ------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                  $225,626              $1.85

    Less:

    Amortization                    94,212                      0.77

    Share-based compensation        13,114                      0.11

    Special charges (recoveries)    26,425                      0.22

    Other (income) expense, net      3,952                      0.03

    GAAP-based provision for
     (recovery of) income taxes     15,276                      0.12

    Non-GAAP based provision for
     income taxes                 (56,325)                   (0.46)
                                   -------                     -----

    GAAP-based net income,
     attributable to OpenText                  $128,972              $1.06
                                               ========              =====


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

    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 December 31, 2014.

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


                                                                        Three Months Ended December 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 and
     subscriptions                                          $58,533                                                        $(186)              (1)  $58,347

    Customer support                          23,831                                        (234)                             (1)  23,597

    Professional
     service and other                        44,406                                        (335)                             (1)  44,071

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

    GAAP-based gross
     profit and gross
     margin (%) /Non-
     GAAP-based gross
     profit and gross
     margin (%)                             319,458                         68.3%                          18,961                     (3)  338,419     72.3%

    Operating expenses

    Research and
     development                              46,170                                        (614)                             (1)  45,556

    Sales and marketing                       90,980                                      (2,594)                             (1)  88,386

    General and
     administrative                           39,667                                        (966)                             (1)  38,701

    Amortization of
     acquired customer-
     based intangible
     assets                                   25,364                                     (25,364)                             (2)       -

    Special charges
     (recoveries)                            (5,759)                                       5,759                              (4)       -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             110,571                         23.6%                          42,740                     (5)  153,311     32.8%

    Other income
     (expense), net                          (9,314)                                       9,314                              (6)       -

    Provision for
     (recovery of)
     income taxes                             18,308                                        7,559                              (7)  25,867

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                 74,287                                       44,495                              (8) 118,782

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $0.60                                                         $0.37               (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 20% 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 December 31,
                                   2014
                                 --------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                   $118,782              $0.97

    Less:

    Amortization                     43,570                      0.35

    Share-based compensation          4,929                      0.04

    Special charges (recoveries)    (5,759)                   (0.05)

    Other (income) expense, net       9,314                      0.08

    GAAP-based provision for
     (recovery of) income taxes      18,308                      0.15

    Non-GAAP based provision for
     income taxes                  (25,867)                   (0.20)
                                    -------                     -----

    GAAP-based net income,
     attributable to OpenText                    $74,287              $0.60
                                                 =======              =====


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

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


                                                                        Six Months Ended December 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 and
     subscriptions                                         $118,110                                                        $(399)               (1)  $117,711

    Customer support                          46,794                                        (408)                             (1)   46,386

    Professional
     service and other                        87,603                                        (598)                             (1)   87,005

    Amortization of
     acquired
     technology-based
     intangible assets                        36,412                                     (36,412)                             (2)        -

    GAAP-based gross
     profit and gross
     margin (%) /Non-
     GAAP-based gross
     profit and gross
     margin (%)                             626,305                         68.0%                          37,817                      (3)  664,122      72.1%

    Operating expenses

    Research and
     development                              90,912                                      (1,177)                             (1)   89,735

    Sales and marketing                      172,021                                      (4,668)                             (1)  167,353

    General and
     administrative                           75,410                                      (2,128)                             (1)   73,282

    Amortization of
     acquired customer-
     based intangible
     assets                                   51,248                                     (51,248)                             (2)        -

    Special charges
     (recoveries)                            (1,590)                                       1,590                              (4)        -

    GAAP-based income
     from operations
     and operating
     margin (%) /Non-
     GAAP-based income
     from operations
     and operating
     margin (%)                             213,597                         23.2%                          95,448                      (5)  309,045      33.5%

    Other income
     (expense), net                         (19,187)                                      19,187                              (6)        -

    Provision for
     (recovery of)
     income taxes                             35,710                                       16,165                              (7)   51,875

    GAAP-based net
     income /Non-
     GAAP-based net
     income,
     attributable to
     OpenText                                138,913                                       98,470                              (8)  237,383

    GAAP-based
     earnings per share
     /Non GAAP-based
     earnings per
     share-diluted,
     attributable to
     OpenText                                                 $1.13                                                         $0.80                (8)     $1.93



    (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 20% 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:


                                 Six Months Ended December 31,
                                  2014
                                 ------------------------------

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

    Non-GAAP-based net income,
     attributable to OpenText                  $237,383              $1.93

    Less:

    Amortization                    87,660                      0.71

    Share-based compensation         9,378                      0.08

    Special charges (recoveries)   (1,590)                   (0.01)

    Other (income) expense, net     19,187                      0.16

    GAAP-based provision for
     (recovery of) income taxes     35,710                      0.29

    Non-GAAP based provision for
     income taxes                 (51,875)                   (0.43)
                                   -------                     -----

    GAAP-based net income,
     attributable to OpenText                  $138,913              $1.13
                                               ========              =====


    (3)              The following tables provide a
                     composition of our major
                     currencies for revenue and
                     expenses, expressed as a
                     percentage, for the three and six
                     months ended December 31, 2015
                     and 2014:


                     Three Months Ended               Three Months Ended
                     December 31, 2015                December 31, 2014
                     -----------------                -----------------

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

    EURO                25%                     14%                                  24%    16%

    GBP                  8%                      8%                                   9%     8%

    CAD                  5%                     11%                                   5%    12%

    USD                 52%                     50%                                  50%    48%

    Other               10%                     17%                                  12%    16%
                        ---                      ---                                   ---     ---

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


                      Six Months Ended                Six Months Ended
                     December 31, 2015               December 31, 2014
                     -----------------               -----------------

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

    EURO                24%                     14%                                25%    15%

    GBP                  9%                      8%                                 8%     9%

    CAD                  4%                     12%                                 5%    12%

    USD                 53%                     50%                                50%    46%

    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-second-quarter-fiscal-year-2016-financial-results-300217646.html

SOURCE Open Text Corporation