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•	SAP SE (SAP): Our solutions help SAP customers improve the way they manage content in SAP systems in order to assist them to improve efficiency in key processes, manage compliance, or gain new insights.

•	Microsoft Corporation (Microsoft): Our partnership enables organizations to connect all aspects of their content infrastructure and take advantage of their most valuable asset - information. This helps organizations to better scale operations with confidence and improve IT and developer efficiency - all with the aim of obtaining a lower total cost of ownership over competitive solutions.

•	Oracle Corporation (Oracle): We develop innovative solutions for Oracle applications that enhance the experience and productivity of users working with these tools.

•	Salesforce.com Corporation (Salesforce): The company-to-company partnership between OpenText and Salesforce is focused on continuing to grow a full portfolio of EIM solutions to complement the Salesforce ecosystem by uniting the structured and unstructured information experience.

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•	On February 14, 2018, we acquired Hightail for approximately $20.5 million.

•	On September 14, 2017, we acquired Guidance for approximately $240.5 million.

•	On July 26, 2017, we acquired Covisint for approximately $102.8 million.

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•	On January 23, 2017, we acquired certain assets and assumed certain liabilities of the enterprise content division of EMC Corporation, a Massachusetts corporation, and certain of its subsidiaries (ECD Business) for approximately $1.62 billion.

•	On July 31, 2016, we acquired certain customer communications management software services assets and liabilities from HP Inc. (CCM Business) for approximately $315.0 million.

•	On July 20, 2016, we acquired Recommind, a leading provider of eDiscovery and information analytics, based in San Francisco, California, United States, for approximately $170.1 million.

•	On May 1, 2016, we acquired ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, based in Michigan, United States. Total consideration for ANX was approximately $104.6 million.

•	On April 30, 2016, we acquired certain customer experience software and services assets and liabilities from HP Inc. (CEM Business) for approximately $160.0 million.

•	On November 23, 2015, we acquired Daegis Inc. (Daegis), a global information governance, data migration solutions and development company, based in Texas, United States. Total consideration for Daegis was approximately $23.3 million.

•	On January 16, 2015, we acquired Actuate Corporation (Actuate), based in San Francisco, California, United States, for $332.0 million, comprised of approximately $322.4 million in cash and shares we purchased of Actuate in the open market with a fair value of approximately $9.5 million as of the date of acquisition. Actuate was a leader in personalized analytics and insights.

•	On January 2, 2015, we acquired Informative Graphics Corporation (IGC), based in Scottsdale, Arizona, United States, for approximately $40.0 million. IGC was a leading developer of viewing, annotation, redaction and publishing commercial software.

•	On January 16, 2014, we acquired GXS Group Inc. (GXS), a Delaware corporation based in Gaithersburg, Maryland, United States, and leader in cloud-based B2B integration services for $1.2 billion, inclusive of the issuance of 5,190,084 OpenText Common Shares.

•	On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), a leading provider of BPM and case management solutions, offered on one platform with cloud, mobile, and social capabilities, based in Putten, the Netherlands for $33.2 million.

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•	the increased scope and complexity of our operations;

•	coordinating geographically separate organizations, operations, relationships and facilities;

•	integrating (i) personnel with diverse business backgrounds, corporate cultures and management philosophies, and (ii) the standards, policies and compensation structures, as well as the complex systems, technology, networks and other assets, of the businesses;

•	preserving important strategic and customer relationships;

•	retention of key employees;

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•	the possibility that we may have failed to discover obligations of acquired businesses or risks associated with those businesses during our due diligence investigations as part of the acquisition for which we, as a successor owner, may be responsible or subject to; and

•	provisions in contracts with third parties that may limit flexibility to take certain actions.

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•	Changes in the demand for our software products and services and for the products and services of our competitors;

•	The introduction or enhancement of software products and services by us and by our competitors;

•	Market acceptance of our software products, enhancements and/or services;

•	Delays in the introduction of software products, enhancements and/or services by us or by our competitors;

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•	Customer order deferrals in anticipation of upgrades and new software products;

•	Changes in the lengths of sales cycles;

•	Changes in our pricing policies or those of our competitors;

•	Delays in software product implementation with customers;

•	Change in the mix of distribution channels through which our software products are licensed;

•	Change in the mix of software products and services sold;

•	Change in the mix of international and North American revenues;

•	Changes in foreign currency exchange rates, LIBOR and other applicable interest rates;

•	Acquisitions and the integration of acquired businesses;

•	Restructuring charges taken in connection with any completed acquisition or otherwise;

•	Outcome and impact of tax audits and other contingencies;

•	Investor perception of our Company;

•	Changes in earnings estimates by securities analysts and our ability to meet those estimates;

•	Changes in laws and regulations affecting our business;

•	Changes in general economic and business conditions; and

•	Changes in general political developments, such as the impact of Brexit, any further policy changes resulting from the new U.S. administration, international trade policies and policies taken to stimulate or to preserve national economies including potential changes to NAFTA.

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•	Hyderabad facility, located in India, totaling approximately 230,000 square feet;

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•	Makati City facility, located in Manila, Philippines, totaling approximately 135,000 square feet;

•	Bangalore facility, located in India, totaling approximately 133,000 square feet;

•	Grasbrunn facility, located in Germany, totaling approximately 123,000 square feet of office and storage;

•	San Mateo facility, located in California, United States, totaling approximately 108,000 square feet;

•	Richmond Hill facility, located in Ontario, Canada, totaling approximately 101,000 square feet;

•	Pasadena facility, located in California, United States, totaling approximately 90,000 square feet;

•	Gaithersburg facility, located in Maryland, United States, totaling approximately 84,000 square feet;

•	Reading facility, located in Reading, UK, totaling approximately 53,000 square feet; and

•	Tinton Falls facility, located in New Jersey, United States, totaling approximately 45,000 square feet;

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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•	an index of companies in the software application industry (S&P North American Technology-Software Index);

•	the NASDAQ Composite Index; and

•	the S&P/TSX Composite Index.

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Item 6.	Selected Financial Data

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•	Total revenue was $2,815.2 million, up 22.9% compared to the prior fiscal year; up 19.7% after factoring the impact of $72.6 million of foreign exchange rate changes.

•	Total annual recurring revenue, which we define as the sum of cloud services and subscriptions revenue and customer support revenue, was $2,061.5 million, up 22.2% compared to the prior fiscal year; up 19.4% after factoring the impact of $47.5 million of foreign exchange rate changes.

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•	Cloud services and subscriptions revenue was $829.0 million, up 17.5% compared to the prior fiscal year; up 16.0% after factoring the impact of $10.4 million of foreign exchange rate changes.

•	License revenue was $437.5 million, up 18.5% compared to the prior fiscal year; up 14.8% after factoring the impact of $13.9 million of foreign exchange rate changes.

•	GAAP-based EPS, diluted, was $0.91 compared to $4.01 in the prior fiscal year. Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.

•	Non-GAAP-based EPS, diluted, was $2.56 compared to $2.02 in the prior fiscal year.

•	GAAP-based gross margin was 66.2% compared to 66.7% in the prior fiscal year.

•	Non-GAAP-based gross margin was 73.0% compared to 72.6% in the prior fiscal year.

•	GAAP-based operating margin was 18.0% compared to 15.4% in the prior fiscal year.

•	Non-GAAP-based operating margin was 33.1% compared to 31.8% in the prior fiscal year.

•	GAAP-based net income attributable to OpenText was $242.2 million compared to $1,025.7 million in the prior fiscal year. Fiscal 2017 included a significant one-time tax benefit of $876.1 million recorded in the first quarter of Fiscal 2017.

•	Non-GAAP-based net income attributable to OpenText was $683.6 million compared to $517.7 million in the prior fiscal year.

•	Adjusted EBITDA was $1,019.1 million compared to $792.5 million in the prior fiscal year.

•	Operating cash flow was $709.9 million, up 61.6% from the prior fiscal year.

•	Cash and cash equivalents was $682.9 million as of June 30, 2018, compared to $443.4 million as of June 30, 2017.

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(i)	Revenue recognition,

(ii)	Goodwill,

(iii)	Acquired intangibles, and

(iv)	Income taxes.

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(1)	Member of the Compensation Committee.

(2)	Member of the Audit Committee.

(3)	Member of the Corporate Governance and Nominating Committee.

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•	Mark J. Barrenechea - Vice Chair, Chief Executive Officer and Chief Technology Officer (CEO)

•	Madhu Ranganathan - Executive Vice President and Chief Financial Officer (CFO)

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•	John M. Doolittle - Former Executive Vice President and Chief Financial Officer (Former CFO)

•	Simon Harrison - Executive Vice President, Worldwide Sales

•	Muhi Majzoub - Executive Vice President, Engineering

•	Gordon A. Davies - Executive Vice President, Chief Legal Officer and Corporate Development

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Executive Compensation Review - The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context. This benchmarking may include a review of base salary, total cash compensation and total direct compensation.

•	Long-Term Incentive Plan - The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled “Long Term Incentives”).

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•	Strong link to business strategy - Our short and long-term goals are reflected in our overall compensation program.

•

Pay for performance - We aim to reward sustained company performance and individual achievements by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.

•

Market relevant - Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber. We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.

•	Attract and retain highly qualified executive officers who have a history of proven success;

•	Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;

•	Motivate and reward our high caliber executive team through competitive pay practices and an appropriate mix of short and long-term incentives;

•	Evaluate executive performance on the basis of key financial metrics which we believe closely correlate to long-term shareholder value; and

•	Tie compensation awards directly to key financial metrics with evaluations based on achieving and overachieving predetermined objectives.

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•	Fixed pay;

•	Short-term incentives; and

•	Long-term incentives.

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•	Base salary;

•	Perquisites; and

•	Other benefits.

•	An annual executive medical physical examination;

•	A base allowance to cover expenses such as financial planning or health club memberships.

•	Medical health insurance;

•	Dental insurance;

•	Life insurance; and

•	Tax based retirement savings plans matching contributions.

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(1)	The target amount was prorated based on the number of months Ms. Ranganathan was employed with us during Fiscal 2018.

(2)	The target amount was prorated based on the number of months Mr. Harrison held the position of Executive Vice President, Worldwide Sales during Fiscal 2018 and does not include short-term target awards prior to his promotion.

(1)	Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.

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(1)	Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

(2)	As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.

(3)	Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.

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(1)	Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

(2)	As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.

(3)	Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.

(1)	Grants made to Ms. Ranganathan under the LTIP 2020 plan were prorated based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

(2)	As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.

(3)	Grants made to Mr. Harrison under the LTIP 2020 plan were made prior to his promotion to Executive Vice President, Worldwide Sales.

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(1)

PSUs and RSUs were granted pursuant to the Fiscal 2020 LTIP and other non- LTIP related grants. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section “Fiscal 2020 LTIP”. For a discussion of the assumptions used in these valuations, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2018” table below.

(2)

Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

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(3)	The amounts set forth in this column for Fiscal 2018 represent payments under the short-term incentive plan.

(4)	Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations; (ii) car allowances, (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.

(5)	Represents amounts we paid or reimbursed for Tax, Financial, and Estate Planning.

(6)	For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2017 and June 30, 2016.

(7)	The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.

(8)	The executive officer was not a Named Executive Officer during the fiscal year, and, therefore compensation details have been excluded.

(9)	Represents amounts we paid or reimbursed for:

a.	Taxable benefit on annual sales event ($12,547)

b.	Other miscellaneous expenses or benefits that are less than 10% of the total amount of perquisites and personal benefits related to Mr. Doolittle.

(10)	Represents amounts we paid or reimbursed for:

a.	Taxable benefit on annual sales event ($5,327)

b.	Car allowances ($4,698)

(11)	Represents amounts we paid or reimbursed for:

a.	Taxable benefit on annual sales event ($12,547)

b.	Club membership fees ($3,422)

(12)	The amounts set forth for Ms. Ranganathan's salary and non-equity incentive awards represents a prorated amount based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

(13)	The amounts set forth for Mr. Harrison's total compensation includes all amounts earned during Fiscal 2018 as Executive Vice President, Worldwide Sales and those earned prior to his promotion.

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(1)	Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2018. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Short-Term Incentives” above.

(2)	For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives” above.

(3)

Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

(4)	The amounts set forth for Ms. Ranganathan's equity incentive plan awards represents a prorated amount based on the number of months Ms. Ranganathan was employed with the Company during Fiscal 2018.

(5)	The amounts set forth for Mr. Harrison's equity incentive plan awards represents a prorated amount based on the time Mr. Harrison held the position of Executive Vice President, Worldwide Sales during Fiscal 2018.

(6)	Represents the threshold, target and maximum estimated payouts under our Fiscal 2020 LTIP PSUs. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2020 LTIP” above.

(7)	Represents the estimated payouts under our Fiscal 2020 LTIP RSUs granted in Fiscal 2018. For further information, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Fiscal 2020 LTIP” above.

(8)	As a result of his upcoming departure from the Company, the grants made to Mr. Doolittle under Fiscal 2020 LTIP are not eligible for vesting.

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(1)

Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of 1,200,000 options granted to the CEO in Fiscal 2015 and 600,000 options granted to the CEO in Fiscal 2017. For additional detail, see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - Long-Term Equity Grants to CEO” above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2015 and Fiscal 2017.

(2)

Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2018, Fiscal 2019, and Fiscal 2020 LTIPs and other RSU grants, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives". These amounts illustrate the market value as of June 30, 2018 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $35.19.

(3)

Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2018, Fiscal 2019, and Fiscal 2020 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long Term Incentives", and the market value as of June 30, 2018 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $35.19.

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(1)	“Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.

(2)	“Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.

(3)	Relates to (i) the vesting of PSUs and RSUs under our Fiscal 2017 LTIP, and (ii) the vesting of RSUs for Messrs. Barrenechea and Doolittle in accordance with the terms of their respective contractual agreements.

•	If the Named Executive Officer is terminated without cause; and

•	If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the Named Executive Officer.

•	The failure by the Named Executive Officer to attempt in good faith to perform his duties, other than as a result of a physical or mental illness or injury;

•	The Named Executive Officer's willful misconduct or gross negligence of a material nature in connection with the performance of his duties which is or could reasonably be expected to be injurious to the Company;

•	The breach by the Named Executive Officer of his fiduciary duty or duty of loyalty to the Company;

•	The Named Executive Officer's intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

•	The willful performance by the Named Executive Officer of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;

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•	The indictment of the Named Executive Officer or a plea of guilty or nolo contender to a felony or other serious crime involving moral turpitude;

•	The material breach by the Named Executive Officer of any obligation material to his employment relationship with the Company; or

•	The material breach by the Named Executive Officer of the Company's policies and procedures which breach causes or could reasonably be expected to cause harm to the Company;

•	The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;

•	The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company;

•	Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or

•	Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period.

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A material diminution in the duties and responsibilities of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;

•	A material reduction to the Named Executive Officer's compensation, other than a similar reduction to the compensation of similarly situated executive officers;

•	A relocation of the Named Executive Officer's primary work location by more than fifty miles;

•	A reduction in the title or position of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers;

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(1)	Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2)	LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38 month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.

(3)	Already vested as of termination date with no acceleration of unvested options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.

(4)	Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(5)

In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

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(1)	Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2)	For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.

(3)	Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(4)

In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

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•	Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, as of June 30, 2018, of 0.786589;

•	The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each Named Executive Officer as of June 30, 2018; and

•	Payments under the LTIPs are calculated as though 100% of Fiscal 2020 LTIP (granted in Fiscal 2018), Fiscal 2019 LTIP (granted in Fiscal 2017), and Fiscal 2018 LTIP (granted in Fiscal 2016) have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.

(1)

In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

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(1)

Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan became effective February 2, 2010, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

(2)

The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements. In Fiscal 2018, Messrs. Jenkins, Fowlie, Jackman, Sadler, Tinggren and Slaunwhite and Mses. Hamilton, Stevenson and Weinstein received 15,848, 9,428, 7,306, 9,460, 6,651, 10,592, 7,476, 10,199, and 10,541 DSUs, respectively.

(3)	As of June 30, 2018, Mr. Jenkins holds no options and 91,001 DSUs. Mr. Jenkins serves as Chairman of the Board.

(4)	As of June 30, 2018, Mr. Fowlie holds no options and 78,297 DSUs.

(5)	As of June 30, 2018, Ms. Hamilton holds no options and 61,917 DSUs.

(6)	As of June 30, 2018, Mr. Jackman holds no options and 51,354 DSUs.

(7)	As of June 30, 2018, Mr. Sadler holds no options and 73,213 DSUs.

(8)	As of June 30, 2018, Mr. Slaunwhite holds no options and 90,114 DSUs.

(9)	As of June 30, 2018, Ms. Stevenson holds no options and 71,471 DSUs.

(10)	As of June 30, 2018, Mr. Tinggren holds no options and 10,492 DSUs.

(11)	As of June 30, 2018, Ms. Weinstein holds no options and 85,506 DSUs.

(12)	During Fiscal 2018, Mr. Sadler received $789,886 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

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Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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*	Less than 1%

(1)	Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC. The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2018.

(2)	Includes 4,198,104 Common Shares owned and 82,468 deferred stock units (DSUs) which are exercisable.

(3)	Includes 630,966 Common Shares owned, 594,354 options which are exercisable and 185,469 options which will become exercisable within 60 days of June 30, 2018.

(4)	Includes 433,200 Common Shares owned and 83,605 DSUs which are exercisable.

(5)	Includes 226,000 Common Shares owned and 71,788 DSUs which are exercisable.

(6)	Includes 52,652 Common Shares owned, 184,200 options which are exercisable and 32,624 options which will become exercisable within 60 days of June 30, 2018.

(7)	Includes 150,000 Common Shares owned and 66,704 DSUs which are exercisable.

(8)	Includes 54,440 Common Shares owned and 64,962 DSUs which are exercisable.

(9)	Includes 72,400 Common Shares owned and 44,845 DSUs which are exercisable.

(10)	Includes 20,000 Common Shares owned and 78,997 DSUs which are exercisable.

(11)	Includes 14,000 Common Shares owned and 55,408 DSUs which are exercisable.

(12)	Includes 29,332 Common Shares owned and 36,264 options which will become exercisable within 60 days of June 30, 2018.

(13)	Includes 19,861 Common Shares owned, 10,536 options which are exercisable and 25,395 options which will become exercisable within 60 days of June 30, 2018.

(14)	Includes 12,714 Common Shares owned, 33,770 options which are exercisable and 2,960 options which will become exercisable within 60 days of June 30, 2018.

(15)	Includes 3,983 DSUs which are exercisable.

(16)	Includes 5,957,993 Common Shares owned, 1,155,403 options which are exercisable, 341,296 options which will become exercisable within 60 days of June 30, 2018, and 552,760 DSUs which are exercisable.

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Item 13.	Certain Relationships and Related Transactions, and Director Independence

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Item 14.	Principal Accountant Fees and Services

(1)

Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions and offering documents, and (d) annual statutory audits where applicable.

(2)	Audit-related fees were primarily for assurance and related services, such as the review of non-periodic filings with the SEC.

(3)	Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(4)	All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

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(1)	Filed as an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.

(2)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.

(3)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.

(4)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.

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(5)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.

(6)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.

(7)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.

(8)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.

(9)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.

(10)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.

(11)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on April 30, 2010 and incorporated herein by reference.

(12)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.

(13)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.

(14)	Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.

(15)	Filed as an exhibit to the Company's Registration Statement on Form S-8, as filed with the SEC on November 4, 2016, and incorporated herein by reference.

(16)	Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference.

(17)	Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference.

(18)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference.

(19)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 23, 2016 and incorporated herein by reference.

(20)	Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.

(21)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.

(22)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.

(24)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 5, 2014 and incorporated herein by reference.

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•	A decrease to deferred revenues of approximately $34 million;

•	A decrease to other assets of approximately $23 million in connection with lower deferred implementation costs;

•	An increase to other assets of approximately $14 million in connection with an increase of capitalized sales commission costs;

•	An increase in accounts receivables of approximately $21 million in connection with increased contract assets representing future billings in excess of revenues; and

•	An increase in net deferred tax liabilities of approximately $11 million

•	ASU 2016-09 "Compensation-Stock Compensation (Topic 718)"

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•	Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•	Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•	Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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