8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 24, 2013

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada	0-27544	98-0154400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

•Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

•Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

•Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

•Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On April 24, 2013, Open Text Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 8.01. Other Events.

On April 24, 2013, the Company announced that it has adopted a policy to declare non-cumulative quarterly dividends to holders of its common shares. The Board of Directors of the Company has declared an initial dividend of $0.30 per share, payable on June 21, 2013, to the shareholders of the Company of record on May 31, 2013.

The declaration, payment and amount of any future dividends will be made pursuant to the Company's dividend policy and is subject to final determination each quarter by the Board of Directors in its discretion based on a number of factors that it deems relevant, including the Company's financial position, results of operations, available cash resources, cash requirements and alternative uses of cash that the Board of Directors may conclude would be in the best interest of the shareholders of the Company. Payment of dividends is also subject to relevant contractual limitations, including those in the Company's existing credit agreement. Accordingly, there can be no assurance that any future dividends will be equal or similar in amount to any dividends previously paid or that the Board of Directors will not decide to reduce, suspend or discontinue the payment of dividends in the future.

Item  9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Open Text Corporation on April 24, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OPEN TEXT CORPORATION
April 24, 2013	By:	/s/ Paul McFeeters
		Paul McFeeters Chief Financial Officer and Chief Administrative Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Open Text Corporation on April 24, 2013

EX-99.1

Exhibit 99.1

Open Text Reports Third Quarter Fiscal Year 2013 Financial Results and Announces Quarterly Dividend Program

Waterloo, ON, April 24, 2013 - Open Text^(TM) Corporation (NASDAQ:OTEX) (TSX: OTC), announced today its financial results for the third quarter ended March 31, 2013.

Financial Highlights for Q3 FY13 (1)

• Total revenue for the period was $337.7 million, up 16% Y/Y

• License revenue was $69.0 million, up 13% Y/Y

• Cloud services revenue was $44.4 million

• Non-GAAP-based EPS, diluted was $1.26 compared to $1.01 Y/Y, up 25% Y/Y; GAAP-based EPS, diluted was $0.44 compared to $0.59 Y/Y₍₂₎

• Non-GAAP-based income from operations was $90.4 million and 27% of revenues; GAAP-based income from operations was $40.9 million and 12% of revenues₍₂₎

• Operating cash flow was $116.8 million compared to $96.6 million Y/Y, up 21%Y/Y, with an ending cash balance of $446.9 million.

"We are committed to delivering value to our stockholders through technology innovation, strategic acquisitions and now through a dividend,” said OpenText CEO Mark J. Barrenechea. "We generated $333.1 million in operating cash flow over the last twelve months and we are running our business at record operating margins. We have always been committed to rewarding our stockholders' investments in OpenText and the Board has decided that it is the right time to declare a dividend for our stockholders.”

Business Highlights

• Services, technology and consumer goods industries saw the most demand

• 8 license transactions over $1 million and 13 license transactions between $500K and $1 million

• Customer successes in the third quarter include Enbridge, The Planning Inspectorate, Freescale, RS Components, Toray, Hydro Quebec, YPTO, CGI, SSE plc, Volvo and Hoffman-La Roche

• OpenText announces 7 new products: OpenText InfoFusion 1.0, StreamServe 5.6, OpenText SecureiX, Employee File Management (EFM) software for use with SAP® solutions, OpenText Smart Process Applications, OpenText Archive, OpenText Media Management 7.2

• OpenText acquires Resonate Knowledge Technologies

• OpenText appoints Kevin Cochrane as Chief Marketing Officer

• Gartner recognizes OpenText in Business Process Management suites report

• Independent research firm highlights OpenText's BPM capabilities

• OpenText honored as 2013 SAP^® Pinnacle Award recipient

Dividend Program Highlights

The Company also announced today that it has adopted a policy to declare non-cumulative quarterly dividends to holders of its common shares. The Board of Directors has declared an initial dividend of $0.30 per share, payable on June 21, 2013, to shareholders of the Company of record on May 31, 2013.

The dividends to be paid on June 21, 2013 are designated as “eligible dividends” for the purpose of section 89 of the Income Tax Act (Canada).

1

Summary of Quarterly Results
	Q3 FY13	Q2 FY13	Q3 FY12	% Change (Q/Q)		% Change (Y/Y)
Revenue (million)	$337.7	$352.2	$292.3	(4.1)%		15.5%
GAAP-based gross margin	64.2%	65.2%	63.6%	(100)	bps	60	bps
GAAP-based operating income margin	12.1%	19.1%	9.3%	(700)	bps	280	bps
GAAP-based EPS, diluted	$0.44	$1.04	$0.59	(57.7)%		(25.4)%
Non-GAAP-based gross margin (2)	71.2%	71.8%	71.0%	(60)	bps	20	bps
Non-GAAP-based operating margin (2)	26.8%	32.1%	25.2%	(530)	bps	160	bps
Non-GAAP-based EPS, diluted (2)	$1.26	$1.58	$1.01	(20.3)%		24.8%

Summary of Year to Date Results
	Q3 FY13	Q2 FY13	Q3 FY12	% Change (Y/Y) (bps)
Revenue (million)	$1,016.1	$678.4	$901.8	12.7%
GAAP-based gross margin	64.2%	64.1%	65.2%	(100)	bps
GAAP-based operating income margin	14.6%	15.8%	12.2%	240	bps
GAAP-based EPS, diluted	$1.80	$1.37	$2.00	(10.0)%
Non-GAAP-based gross margin (2)	71.2%	71.1%	72.3%	(110)	bps
Non-GAAP-based operating margin (2)	29.2%	30.5%	27.2%	200	bps
Non-GAAP-based EPS, diluted (2)	$4.14	$2.89	$3.43	20.7%

Conference Call Information

The public is invited to listen to the earnings conference call at 5:00 p.m. ET (2:00 p.m. PT) by dialing 800-814-4859 (toll-free) or 416-644-3414 (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://www.opentext.com/2/global/ex_event.html?evtype=events&id=701D0000000VqoUIAS.

An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until 11:59 p.m. on May 8, 2013 and can be accessed by dialing 877-289-8525 (toll-free) or 416-640-1917 (international) and entering the confirmation code: 4610979 followed by the number sign.

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

2

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, including statements about the financial conditions, and results of operations and earnings for Open Text Corporation (“OpenText” or “the Company”), and declaration of quarterly dividends, may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the Company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. The Company's assumptions, although considered reasonable by the Company at the date of this press release, may prove to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products 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 to be realized by customers; (viii) the demand for the Company's product and the extent of deployment of the company's products in the EIM marketplace; and (ix) the Company's financial condition and capital requirements. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. 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 there under; (iii) the risks associated with bringing new products 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 possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (viii) the continuous commitment of the Company's customers; and (ix) 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 SEC and other securities regulators. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact:

United States:

Greg Secord

Vice President, Investor Relations

Open Text Corporation

San Francisco: (415) 963-0825

New York: (646) 843-5621

gsecord@opentext.com

Canada:

Sonya Mehan

Senior Manager, Investor Relations

Open Text Corporation

519-888-7111 ext. 2446

smehan@opentext.com

Copyright ©2013 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.

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OPEN TEXT CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands of U.S. dollars, except share data)
	March 31, 2013			June 30, 2012
	(unaudited)
ASSETS
Cash and cash equivalents	$	446,911		$	559,747
Accounts receivable trade, net of allowance for doubtful accounts of $5,858 as of March 31, 2013 and $5,655 as of June 30, 2012	174,563			163,664
Income taxes recoverable	23,977			17,849
Prepaid expenses and other current assets	47,787			44,011
Deferred tax assets	15,727			4,003
Total current assets	708,965			789,274
Property and equipment	83,776			81,157
Goodwill	1,241,960			1,040,234
Acquired intangible assets	397,154			312,563
Deferred tax assets	141,501			115,128
Other assets	21,528			23,739
Deferred charges	58,598			68,653
Long-term income taxes recoverable	11,840			13,545
Total assets	$	2,665,322		$	2,444,293
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	199,501		$	131,734
Current portion of long-term debt	48,475			41,374
Deferred revenues	297,130			273,987
Income taxes payable	6,323			27,806
Deferred tax liabilities	1,188			1,612
Total current liabilities	552,617			476,513
Long-term liabilities:
Accrued liabilities	19,109			14,247
Deferred credits	12,232			10,086
Pension liability	24,429			22,074
Long-term debt	525,000			555,000
Deferred revenues	10,824			12,653
Long-term income taxes payable	151,643			147,623
Deferred tax liabilities	71,972			26,705
Total long-term liabilities	815,209			788,388
Shareholders' equity:
Share capital
58,607,036 and 58,358,990 Common Shares issued and outstanding at March 31, 2013 and June 30, 2012, respectively; Authorized Common Shares: unlimited	643,296			635,321
Additional paid-in capital	96,159			95,026
Accumulated other comprehensive income	38,699			44,364
Retained earnings	548,416			442,068
Treasury stock, at cost (610,878 and 793,494 shares at March 31, 2013 and at June 30, 2012, respectively)	(29,074		)	(37,387		)
Total shareholders' equity	1,297,496			1,179,392
Total liabilities and shareholders' equity	$	2,665,322		$	2,444,293

4

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2013			2012			2013			2012
Revenues:
License	$	69,035		$	60,957		$	200,816		$	215,688
Cloud Services	44,437			—			135,472			—
Customer support	166,573			166,057			493,327			493,440
Professional service and other	57,650			65,333			186,454			192,721
Total revenues	337,695			292,347			1,016,069			901,849
Cost of revenues:
License	3,079			4,549			12,578			13,917
Cloud services	18,891			—			55,435			—
Customer support	27,497			27,987			81,597			82,724
Professional service and other	48,252			52,596			144,498			153,551
Amortization of acquired technology-based intangible assets	23,058			21,264			70,031			63,307
Total cost of revenues	120,777			106,396			364,139			313,499
Gross profit	216,918			185,951			651,930			588,350
Operating expenses:
Research and development	43,003			41,738			121,627			127,848
Sales and marketing	77,327			69,572			209,819			202,903
General and administrative	27,061			21,999			85,199			72,886
Depreciation	6,064			5,427			18,278			16,319
Amortization of acquired customer-based intangible assets	17,149			13,462			51,548			39,948
Special charges	5,444			6,450			17,267			18,776
Total operating expenses	176,048			158,648			503,738			478,680
Income from operations	40,870			27,303			148,192			109,670
Other income (expense), net	237			(1,804		)	1,707			10,145
Interest expense, net	(4,109		)	(4,761		)	(12,992		)	(11,154		)
Income before income taxes	36,998			20,738			136,907			108,661
Provision for (recovery of) income taxes	11,187			(14,036		)	30,559			(8,542		)
Net income for the period	$	25,811		$	34,774		$	106,348		$	117,203
Earnings per share—basic	$	0.44		$	0.60		$	1.82		$	2.03
Earnings per share—diluted	$	0.44		$	0.59		$	1.80		$	2.00
Weighted average number of Common Shares outstanding—basic	58,596			58,038			58,514			57,765
Weighted average number of Common Shares outstanding—diluted	59,077			58,821			59,001			58,697

5

OPEN TEXT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2013			2012			2013			2012
Net income for the period	$	25,811		$	34,774		$	106,348		$	117,203
Other comprehensive income—net of tax:
Net foreign currency translation adjustments	(3,325		)	845			(4,790		)	(11,127		)
Net unrealized gain (loss) on cash flow hedges	(833		)	1,738			(342		)	(332		)
Net actuarial gain (loss) relating to defined benefit pension plans	196			(3,316		)	(533		)	(3,522		)
Total other comprehensive income (loss), net, for the period	$	(3,962	)	$	(733	)	$	(5,665	)	$	(14,981	)
Total comprehensive income	$	21,849		$	34,041		$	100,683		$	102,222

6

OPEN TEXT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2013			2012			2013			2012
Cash flows from operating activities:
Net income for the period	$	25,811		$	34,774		$	106,348		$	117,203
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	46,271			40,153			139,857			119,574
Share-based compensation expense	3,877			5,165			10,153			13,406
Excess tax benefits on share-based compensation expense	(1		)	(2,215		)	(612		)	(2,710		)
Pension expense	222			171			692			477
Amortization of debt issuance costs	519			588			1,591			1,166
Amortization of deferred charges and credits	2,762			3,078			8,620			8,457
Loss on sale and write down of property and equipment	—			—			24			203
Deferred taxes	(6,210		)	(14,134		)	(7,362		)	(21,092		)
Impairment and other non cash charges	—			—			—			1,345
Changes in operating assets and liabilities:
Accounts receivable	(5,019		)	(9,237		)	15,387			(9,264		)
Prepaid expenses and other current assets	(3,445		)	(11,148		)	(2,061		)	(3,107		)
Income taxes	(1,019		)	(3,833		)	(14,907		)	(950		)
Deferred charges and credits	4,016			(9,425		)	3,580			(24,078		)
Accounts payable and accrued liabilities	(6,556		)	(4,553		)	(27,176		)	(21,352		)
Deferred revenue	54,930			66,303			18,192			8,497
Other assets	670			911			959			(1,131		)
Net cash provided by operating activities	116,828			96,598			253,285			186,644
Cash flows from investing activities:
Additions of property and equipment	(5,875		)	(4,694		)	(15,792		)	(21,381		)
Purchase of patents	—			—			—			(193		)
Purchase of System Solutions Australia Pty Limited, net of cash acquired	—			(214		)	(516		)	(1,738		)
Purchase of Operitel Corporation, net of cash acquired	—			(131		)	—			(6,391		)
Purchase of Global 360 Holding Corp., net of cash acquired	—			—			—			(245,653		)
Purchase of EasyLink Services International Corporation, net of cash acquired	—			—			(315,331		)	—
Purchase of Resonate KT Limited, net of cash acquired	(19,366		)	—			(19,366		)	—
Purchase consideration for prior period acquisitions	(222		)	(317		)	(653		)	(926		)
Net cash used in investing activities	(25,463		)	(5,356		)	(351,658		)	(276,282		)
Cash flows from financing activities:
Excess tax benefits on share-based compensation expense	1			2,215			612			2,710
Proceeds from issuance of Common Shares	1,128			7,075			7,530			18,336
Proceeds from long-term debt and revolver	—			—			—			648,500
Repayment of long-term debt and revolver	(7,670		)	(7,664		)	(23,008		)	(341,520		)
Debt issuance costs	—			(525		)	—			(9,834		)
Net cash provided by (used in) financing activities	(6,541		)	1,101			(14,866		)	318,192
Foreign exchange gain (loss) on cash held in foreign currencies	(5,171		)	2,652			403			(3,788		)
Increase (decrease) in cash and cash equivalents during the period	79,653			94,995			(112,836		)	224,766
Cash and cash equivalents at beginning of the period	367,258			413,911			559,747			284,140
Cash and cash equivalents at end of the period	$	446,911		$	508,906		$	446,911		$	508,906

7

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 US GAAP, the Company provides certain non-US GAAP financial measures that are not in accordance with US GAAP. These non-US 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-US 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 non-US GAAP net income and non-US GAAP EPS both in its reconciliation to the US GAAP financial measures of net income and EPS and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses the financial measures non-US GAAP EPS and non-US GAAP net income to supplement the information provided in its consolidated financial statements, which are presented in accordance with US GAAP. The presentation of non-US GAAP net income and non-US GAAP EPS is not meant to be a substitute for net income or net income per share presented in accordance with US GAAP, but rather should be evaluated in conjunction with and as a supplement to such US 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 US GAAP measures with certain non-US GAAP measures for the reasons set forth below. Non-US GAAP net income and non-US GAAP EPS are calculated as net income or net income per share on a diluted basis, excluding, where applicable, the amortization of acquired intangible assets, other income (expense), share-based compensation, and restructuring, all net of tax. The Company's management believes that the presentation of non-US GAAP net income and non-US GAAP EPS provides useful information to investors because it excludes non-operational charges. The use of the term “non-operational charge” is defined by the Company as those that do not impact 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, such as amortization of acquired intangible assets, restructuring costs, 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 US GAAP. The Company believes the provision of supplemental non-US GAAP measures allows 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 Open Text's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance. As a result, the Company considers it appropriate and reasonable to provide, in addition to US GAAP measures, supplementary non-US 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 US GAAP based financial measures to non-US GAAP based financial measures for the following periods presented:

8

Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended March 31, 2013. ($ in thousands except for per share amounts)
	Three Months Ended March 31, 2013
	GAAP-based Measures		Adjustments			Note		Non-GAAP-based Measures
Cost of revenues
Cloud services	18,891		(50		)	(1	)	18,841
Customer Support	27,497		(130		)	(1	)	27,367
Professional Service and Other	48,252		(295		)	(1	)	47,957
Amortization of acquired technology-based intangible assets	23,058		(23,058		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	216,918		23,533					240,451
Operating Expenses
Research and development	43,003		(498		)	(1	)	42,505
Sales and marketing	77,327		(2,634		)	(1	)	74,693
General and administrative	27,061		(270		)	(1	)	26,791
Amortization of acquired customer-based intangible assets	17,149		(17,149		)	(2	)	—
Special charges	5,444		(5,444		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	40,870		49,528					90,398
Other income (expense), net	237		(237		)	(4	)	—
Provision for income taxes	11,187		893			(5	)	12,080
GAAP-based net income / Non-GAAP-based net income	25,811		48,398			(6	)	74,209
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	0.44	$	0.82		(6	)	$	1.26

(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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax provision of approximately 30% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Three Months Ended March 31, 2013
				Per share
Non-GAAP-based net income	$	74,209		$	1.26
Less:
Amortization	40,207			0.68
Share-based compensation	3,877			0.07
Special charges	5,444			0.09
Other (income) expense, net	(237		)	—
GAAP-based provision for income taxes	11,187			0.19
Non-GAAP-based provision for income taxes	(12,080		)	(0.21		)
GAAP-based net income	$	25,811		$	0.44

9

Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the nine months ended March 31, 2013. ($ in thousands except for per share amounts)
	Nine Months Ended March 31, 2013
	GAAP-based Measures		Adjustments			Note		Non-GAAP-based Measures
Cost of revenues
Cloud services	55,435		(80		)	(1	)	55,355
Customer Support	81,597		(275		)	(1	)	81,322
Professional Service and Other	144,498		(660		)	(1	)	143,838
Amortization of acquired technology-based intangible assets	70,031		(70,031		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	651,930		71,046					722,976
Operating Expenses
Research and development	121,627		(1,167		)	(1	)	120,460
Sales and marketing	209,819		(5,953		)	(1	)	203,866
General and administrative	85,199		(2,018		)	(1	)	83,181
Amortization of acquired customer-based intangible assets	51,548		(51,548		)	(2	)	—
Special charges	17,267		(17,267		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	148,192		148,999					297,191
Other income (expense), net	1,707		(1,707		)	(4	)	—
Provision for income taxes	30,559		9,229			(5	)	39,788
GAAP-based net income / Non-GAAP-based net income	106,348		138,063			(6	)	244,411
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	1.80	$	2.34		(6	)	$	4.14

(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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax provision of approximately 22% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Nine Months Ended March 31, 2013
				Per share
Non-GAAP-based net income	$	244,411		$	4.14
Less:
Amortization	121,579			2.06
Share-based compensation	10,153			0.17
Special charges	17,267			0.29
Other (income) expense, net	(1,707		)	(0.03		)
GAAP-based provision for income taxes	30,559			0.52
Non-GAAP-based provision for income taxes	(39,788		)	(0.67		)
GAAP-based net income	$	106,348		$	1.80

10

Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the three months ended December 31, 2012. ($ in thousands except for per share amounts)
	Three Months Ended December 31, 2012
	GAAP-based Measures		Adjustments			Note		Non-GAAP-based Measures
Cost of revenues
Cloud services	18,261		(30		)	(1	)	18,231
Customer Support	28,277		(107		)	(1	)	28,170
Professional Service and Other	47,664		(188		)	(1	)	47,476
Amortization of acquired technology-based intangible assets	23,191		(23,191		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	229,456		23,516					252,972
Operating Expenses
Research and development	38,718		(331		)	(1	)	38,387
Sales and marketing	67,977		(1,653		)	(1	)	66,324
General and administrative	30,005		(865		)	(1	)	29,140
Amortization of acquired customer-based intangible assets	17,147		(17,147		)	(2	)	—
Special charges	2,269		(2,269		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	67,235		45,781					113,016
Other income (expense), net	1,541		(1,541		)	(4	)	—
Provision for income taxes	3,153		12,037			(5	)	15,190
GAAP-based net income / Non-GAAP-based net income	61,108		32,203			(6	)	93,311
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	1.04	$	0.54		(6	)	$	1.58

(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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax provision of approximately 5% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Three Months Ended December 31, 2012
				Per share
Non-GAAP-based net income	$	93,311		$	1.58
Less:
Amortization	40,338			0.68
Share-based compensation	3,174			0.05
Special charges	2,269			0.04
Other (income) expense, net	(1,541		)	(0.03		)
GAAP-based provision for income taxes	3,153			0.05
Non-GAAP-based provision for income taxes	(15,190		)	(0.25		)
GAAP-based net income	$	61,108		$	1.04

11

Reconciliation of selected GAAP-based measures to Non-GAAP based measures for the six months ended December 31, 2012. ($ in thousands except for per share amounts)
	Six Months Ended December 31, 2012
	GAAP-based Measures		Adjustments			Note		Non-GAAP-based Measures
Cost of revenues
Cloud services	36,544		(30		)	(1	)	36,514
Customer Support	54,100		(145		)	(1	)	53,955
Professional Service and Other	96,246		(365		)	(1	)	95,881
Amortization of acquired technology-based intangible assets	46,973		(46,973		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	435,012		47,513					482,525
Operating Expenses
Research and development	78,624		(669		)	(1	)	77,955
Sales and marketing	132,492		(3,319		)	(1	)	129,173
General and administrative	58,138		(1,748		)	(1	)	56,390
Amortization of acquired customer-based intangible assets	34,399		(34,399		)	(2	)	—
Special charges	11,823		(11,823		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	107,322		99,471					206,793
Other income (expense), net	1,470		(1,470		)	(4	)	—
Provision for income taxes	19,372		8,335			(5	)	27,707
GAAP-based net income / Non-GAAP-based net income	80,537		89,666			(6	)	170,203
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	1.37	$	1.52		(6	)	$	2.89

(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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax provision of approximately 19% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Six Months Ended December 31, 2012
				Per share
Non-GAAP-based net income	$	170,203		$	2.89
Less:
Amortization	81,372			1.38
Share-based compensation	6,276			0.11
Special charges	11,823			0.20
Other (income) expense, net	(1,470		)	(0.02		)
GAAP-based provision for income taxes	19,372			0.33
Non-GAAP-based provision for income taxes	(27,707		)	(0.48		)
GAAP-based net income	$	80,537		$	1.37

12

Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the three months ended March 31, 2012. ($ in thousands except for per share amounts)
	Three Months Ended March 31, 2012
	GAAP-based measures			Adjustments			Note		Non-GAAP-based measures
Cost of Revenues:
Customer Support	27,987			(53		)	(1	)	27,934
Professional Service and Other	52,596			(203		)	(1	)	52,393
Amortization of acquired technology-based intangible assets	21,264			(21,264		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	185,951			21,520					207,471
Operating Expenses
Research and development	41,738			(1,028		)	(1	)	40,710
Sales and marketing	69,572			(2,594		)	(1	)	66,978
General and administrative	21,999			(1,287		)	(1	)	20,712
Amortization of acquired customer-based intangible assets	13,462			(13,462		)	(2	)	—
Special charges	6,450			(6,450		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	27,303			46,341					73,644
Other income (expense), net	(1,804		)	1,804			(4	)	—
Provision for (recovery of) income taxes	(14,036		)	23,680			(5	)	9,644
GAAP-based net income / Non-GAAP-based net income	34,774			24,465			(6	)	59,239
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	0.59		$	0.42		(6	)	$	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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax recovery of approximately 68% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Three Months Ended March 31, 2012
				Per share
Non-GAAP-based net income	$	59,239		$	1.01
Less:
Amortization	34,726			0.59
Share-based compensation	5,165			0.09
Special charges	6,450			0.11
Other (income) expense, net	1,804			0.03
GAAP-based provision for (recovery of) income taxes	(14,036		)	(0.24		)
Non-GAAP-based provision for income taxes	(9,644		)	(0.16		)
GAAP-based net income	$	34,774		$	0.59

13

Reconciliation of selected GAAP-based measures to Non GAAP-based measures for the nine months ended March 31, 2012. ($ in thousands except for per share amounts)
	Nine Months Ended March 31, 2012
	GAAP-based measures			Adjustments			Note		Non-GAAP-based measures
Cost of Revenues:
Customer Support	82,724			(112		)	(1	)	82,612
Professional Service and Other	153,551			(408		)	(1	)	153,143
Amortization of acquired technology-based intangible assets	63,307			(63,307		)	(2	)	—
GAAP-based gross profit/ Non-GAAP-based gross profit	588,350			63,827					652,177
Operating Expenses
Research and development	127,848			(2,872		)	(1	)	124,976
Sales and marketing	202,903			(6,040		)	(1	)	196,863
General and administrative	72,886			(3,974		)	(1	)	68,912
Amortization of acquired customer-based intangible assets	39,948			(39,948		)	(2	)	—
Special charges	18,776			(18,776		)	(3	)	—
GAAP-based income from operations / Non-GAAP-based income from operations	109,670			135,437					245,107
Other income (expense), net	10,145			(10,145		)	(4	)	—
Provision for (recovery of) income taxes	(8,542		)	41,295			(5	)	32,753
GAAP-based net income / Non-GAAP-based net income	117,203			83,997			(6	)	201,200
GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted	$	2.00		$	1.43		(6	)	$	3.43

(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) Adjustment relates to the exclusion of Special charges from our non-GAAP-based operating expenses as Special charges are generally incurred in the aftermath of acquisitions and are not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(4) 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 are generally not indicative or related to continuing operations and are hence excluded from our internal analysis of operating results.

(5) Adjustment relates to differences between the GAAP-based tax recovery of approximately 8% and a non-GAAP-based tax rate of 14%; these rate differences are due to the income tax effects of expenses that are excluded for the purpose of calculating non-GAAP-based adjusted net income.

(6) Reconciliation of non-GAAP-based adjusted net income to GAAP-based net income:

	Nine Months Ended March 31, 2012
				Per share
Non-GAAP-based net income	$	201,200		$	3.43
Less:
Amortization	103,255			1.76
Share-based compensation	13,406			0.23
Special charges	18,776			0.32
Other (income) expense, net	(10,145		)	(0.17		)
GAAP-based provision for (recovery of) income taxes	(8,542		)	(0.15		)
Non-GAAP-based provision for income taxes	(32,753		)	(0.56		)
GAAP-based net income	$	117,203		$	2.00

14

(3) The following table provides a composition of our major currencies for revenue and expenses, expressed as a percentage, for the three and nine months ended March 31, 2013:

	Three Months Ended March 31, 2013
Currencies	% of Revenue		% of Expenses*
EURO	29	%	17	%
GBP	8	%	8	%
CAD	6	%	19	%
USD	47	%	42	%
Other	10	%	14	%
Total	100	%	100	%

	Nine Months Ended March 31, 2013
Currencies	% of Revenue		% of Expenses*
EURO	26	%	17	%
GBP	8	%	8	%
CAD	6	%	18	%
USD	49	%	43	%
Other	11	%	14	%
Total	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.

15