This Report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this Report that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including but not limited to our statements about the anticipated growth
and development of our businesses and financial results, the persistence of
higher costs and supply chain disruptions and the expected impacts of those
costs and disruptions on our business; our expectations with respect to Vista's
brand evolution and design service offerings; our expectations with respect to
National Pen's move from Ireland to the Czech Republic; the planned divestiture
of our YSD business; our estimates and expectations with respect to our market
opportunities, the size and development of our markets, and our market share;
our expectations with respect to our mass customization platform, including our
competitive advantage; our social and environmental goals; sufficiency of our
liquidity position; legal proceedings; and sufficiency of our tax reserves and
the anticipated benefits of Swiss tax reform. Without limiting the foregoing,
the words "may," "should," "could," "expect," "plan," "intend," "anticipate,"
"believe," "estimate," "predict," "designed," "potential," "continue," "target,"
"seek" and similar expressions are intended to identify forward-looking
statements. All forward-looking statements included in this Report are based on
information available to us up to, and including the date of this document, and
we disclaim any obligation to update any such forward-looking statements. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of various important factors, including
but not limited to flaws in the assumptions and judgments upon which our
forecasts and estimates are based; the development, severity, and duration of
supply chain constraints, inflation, and the ongoing COVID-19 pandemic; our
inability to make the investments that we plan to make or the failure of those
investments to achieve the results we expect; our failure to execute on the
transformation of the Vista business; loss or unavailability of key personnel or
our inability to recruit talented personnel to drive performance of our
businesses; the failure of businesses we acquire or invest in to perform as
expected, including possible impacts of the war in Ukraine on Depositphotos'
operations; our failure to develop and deploy our mass customization platform or
the failure of the platform to drive the efficiencies and competitive advantages
we expect; unanticipated changes in our markets, customers, or businesses;
changes in the laws and regulations, or in the interpretation of laws and
regulations, that affect our businesses; our failure to manage the growth and
complexity of our business and expand our operations; our failure to maintain
compliance with the covenants in our debt documents or to pay our debts when
due; competitive pressures; general economic conditions, including the
possibility of an economic downturn in some or all of our markets; and other
factors described in this Report and the documents that we periodically file
with the SEC.

Executive Overview

Cimpress is a strategically focused group of more than a dozen businesses that
specialize in mass customization of printing and related products, via which we
deliver large volumes of individually small-sized customized orders. Our
products include a broad range of marketing materials, business cards, signage,
promotional products, logo apparel, packaging, books and magazines, wall decor,
photo merchandise, invitations and announcements, and other categories. Mass
customization is a core element of the business model of each Cimpress business
and is a competitive strategy which seeks to produce goods and services to meet
individual customer needs with near mass production efficiency.

As of June 30, 2022, we have numerous operating segments under our management
reporting structure that are reported in the following five reportable segments:
Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses.
Refer to Note 15 in our accompanying consolidated financial statements for
additional information relating to our reportable segments and our segment
financial measures.

During the fourth quarter of fiscal 2022, we revised our internal reporting to
reallocate certain third-party technology costs that were previously held within
our Central and corporate costs to our Vista business and reportable segment.
These include certain third-party costs that are variable in nature and the cost
variability is primarily driven by decisions or volumes in the Vista business.
We have revised our presentation of all prior periods presented to reflect our
revised segment reporting, which decreased Vista segment EBITDA and Central and
corporate costs by $7.0 million, $6.0 million, and $3.7 million for the years
ended June 30, 2022, 2021 and 2020, respectively.

Throughout fiscal year 2022, the effects of the pandemic on Cimpress have generally diminished in terms of its impact on demand, but we experienced volatility throughout the year as COVID-19 variants emerged and government restrictions were put in place, primarily during the third quarter of our current fiscal year. Our businesses continue to experience supply chain challenges including rising input costs and some areas of


                                       26
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disruption. These challenges are a facet of lingering pandemic impacts, and, to
a lesser extent, an indirect effect of the Russia-Ukraine conflict, which have
created both difficulties and opportunities for Cimpress businesses. Each of our
reportable segments has seen material cost increases of product substrates like
paper, production materials like aluminum plates, freight and shipping charges,
energy costs and higher compensation costs due to a more competitive labor
market. Our scale-based shared strategic capabilities and supplier relationships
provide competitive advantages for our businesses to weather these challenges.
Through data capabilities, our businesses are regularly testing new pricing
approaches, and in all businesses there have been pricing increases that are
partially offsetting the increased costs.

Financial Summary



The primary financial metric by which we set quarterly and annual budgets both
for individual businesses and Cimpress wide is our adjusted free cash flow
before cash interest expense; however, in evaluating the financial condition and
operating performance of our business, management considers a number of metrics
including revenue growth, organic constant-currency revenue growth, operating
income, adjusted EBITDA, cash flow from operations and adjusted free cash flow.
Reconciliations of our non-GAAP financial measures are included within the
"Consolidated Results of Operations" and "Additional Non-GAAP Financial
Measures" sections of Management's Discussion and Analysis. A summary of these
key financial metrics for the year ended June 30, 2022 as compared to the year
ended June 30, 2021 follows:

Fiscal Year 2022

•Revenue increased by 12% to $2,887.6 million.

•Constant-currency revenue increased by 15% and by 13% when excluding the revenue of acquired companies for the first twelve months after acquisition (both non-GAAP financial measures).

•Operating income decreased by $76.2 million to $47.3 million.

•Adjusted EBITDA (a non-GAAP financial measure) decreased by $68.1 million to $281.1 million.

•Diluted net loss per share attributable to Cimpress plc decreased to $(2.08) from $(3.28) in the comparative period.

•Cash provided by operating activities decreased by $45.7 million to $219.5 million.

•Adjusted free cash flow (a non-GAAP financial measure) decreased by $65.6 million to $100.2 million.



For fiscal year 2022, the increase in reported revenue was primarily due to the
continued recovery of demand. Reported revenue benefited from our recent
acquisitions, with the majority of the additional revenue attributable to
Depositphotos, which was acquired on October 1, 2021 and is included in our
Vista business. Recent new product introduction, strong growth of volume, and an
uptick in orders due to supply chain constraints that turned new customers to
our businesses all drove growth in our reported revenue year over year. Pricing
changes also improved our revenue, as these actions were one tool we used to
mitigate inflationary cost pressures that have arisen from ongoing supply chain
challenges. These benefits were slightly offset by revenue for face masks
decreasing $85.3 million compared to the prior year because demand for
pandemic-related products has diminished. Currency exchange fluctuations also
had a negative effect during the current year.

For the year ended June 30, 2022, the decrease in operating income was primarily
due to increased investments in our Vista business. These investments include
hiring across several strategic initiatives, as well as increased advertising
spend driven by mid- and upper-funnel advertising and higher performance
advertising driven by expanded payback thresholds compared to the prior year.
The current year was also negatively impacted by inflationary cost pressures,
which were not fully mitigated through price increases. We also recognized an
increase in restructuring charges of $12.0 million, primarily relating to
actions taken in our Vista business and central teams, as well as higher share
based compensation expense primarily driven by increased headcount in areas in
which we continue to invest. These items were partially offset by an increase to
gross profit driven by the revenue growth described above, as well as the
non-recurrence of a $19.9 million lease-related impairment in the prior year.

Adjusted EBITDA decreased year over year, primarily for the same reasons
operating income decreased. Adjusted EBITDA excludes restructuring charges,
share-based compensation expense, certain impairments, and non-cash gains on the
sale of assets, and includes the realized gains or losses on our currency
derivatives intended to hedge adjusted EBITDA. The net year-over-year impact of
currency on consolidated adjusted EBITDA was a benefit of approximately
$5.9 million.
                                       27
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Diluted net loss per share attributable to Cimpress plc decreased for the year
ended June 30, 2022 due to unrealized currency gains caused by exchange rate
volatility, decreased interest expense driven by our fourth quarter fiscal year
2021 debt refinancing which also caused a non-recurring $48.3 million loss on
debt extinguishment in the prior-year period. This was partially offset by the
decrease in operating income as described above and increased income tax expense
that was impacted by the current year valuation allowance that related to Swiss
tax reform benefits.

Cash from operations decreased $45.7 million year over year due to the decrease in operating income described above, partially offset by increased working capital inflows and $12.1 million of proceeds from the early settlement of certain derivatives.



Adjusted free cash flow decreased by $65.6 million, due to the operating cash
flow decrease described above, as well as a $15.5 million increase in capital
expenditures and a $4.4 million increase in capitalized software expenditures.

Information pertaining to fiscal year 2020 was included in our Annual Report on
Form 10-K for the year ended June 30, 2020 under Part II, Item 7, "Management's
Discussion and Analysis of Financial Position and Results of Operations," which
was filed with the SEC on August 11, 2020.

Consolidated Results of Operations

Consolidated Revenue



Our businesses generate revenue primarily from the sale and shipment of
customized products. We also generate revenue, to a much lesser extent (and
primarily in our Vista business), from digital services, graphic design
services, website design and hosting, and email marketing services, as well as a
small percentage of revenue from order referral fees and other third-party
offerings. For additional discussion relating to segment revenue results, refer
to the "Reportable Segment Results" section included below.

Total revenue and revenue growth by reportable segment for the year ended June 30, 2022 and 2021 are shown in the following table:



                                                                                                                              Currency                        Constant-
In thousands                                             Year Ended June 30,                                                  Impact:                          Currency                Impact of Acquisitions/Divestitures:            Constant- Currency Revenue Growth
                                                                                                     %
                                                    2022                    2021                   Change             (Favorable)/Unfavorable             Revenue Growth (1)                 (Favorable)/Unfavorable                Excluding Acquisitions/Divestitures (2)
Vista                                         $    1,514,909          $    1,428,255                6%                           1%                               7%                                   (2)%                                           5%
PrintBrothers                                        526,952                 421,766                25%                          8%                              33%                                   (1)%                                           32%
The Print Group                                      329,590                 275,534                20%                          7%                              27%                                    -%                                            27%
National Pen                                         341,832                 313,528                9%                           2%                              11%                                    -%                                            11%
All Other Businesses                                 205,862                 192,038                7%                           -%                               7%                                   (4)%                                           3%
Inter-segment eliminations                           (31,590)                (55,160)
Total revenue                                 $    2,887,555          $    2,575,961                12%                          3%                              15%                                   (2)%                                           13%


                                       28

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                                                                                                                              Currency                        Constant-
In thousands                                             Year Ended June 30,                                                  Impact:                          Currency                Impact of Acquisitions/Divestitures:            Constant- Currency Revenue Growth
                                                                                                     %
                                                    2021                    2020                   Change             (Favorable)/Unfavorable             Revenue Growth (1)                 (Favorable)/Unfavorable                Excluding Acquisitions/Divestitures (2)
Vista                                         $    1,428,255          $    1,337,291                7%                           1%                               8%                                    -%                                            8%
PrintBrothers                                        421,766                 417,921                1%                           3%                               4%                                   (2)%                                           2%
The Print Group                                      275,534                 275,214                -%                           3%                               3%                                    -%                                            3%
National Pen                                         313,528                 299,474                5%                           1%                               6%                                    -%                                            6%
All Other Businesses                                 192,038                 173,789                11%                          1%                              12%                                  (25)%                                          (13)%
Inter-segment eliminations                           (55,160)                (11,716)
Total revenue                                 $    2,575,961          $    2,751,076               (6)%                          1%                              (5)%                                  (2)%                                          (7)%


_________________

(1) Constant-currency revenue growth, a non-GAAP financial measure, represents
the change in total revenue between current and prior year periods at
constant-currency exchange rates by translating all non-U.S. dollar denominated
revenue generated in the current period using the prior year period's average
exchange rate for each currency to the U.S. dollar. Our reportable
segments-related growth is inclusive of inter-segment revenues, which are
eliminated in our consolidated results.

(2) Constant-currency revenue growth excluding acquisitions/divestitures, a
non-GAAP financial measure, excludes revenue results for businesses in the
period in which there is no comparable year-over-year revenue. Our reportable
segments-related growth is inclusive of inter-segment revenues, which are
eliminated in our consolidated results. For example, revenue from 99designs,
which we acquired on October 1, 2020 in Q2 2021, is excluded from revenue growth
in Q1 of fiscal year 2022 since there are no full quarter results in the
comparable period, but revenue is included in revenue growth for Q2 through Q4
of fiscal year 2022. Our reportable segments-related growth is inclusive of
inter-segment revenues, which are eliminated in our consolidated results.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to and not a substitute for our reported financial results prepared in accordance with GAAP.



Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their
products, payroll and related expenses for production and design services
personnel, depreciation of assets used in the production process and in support
of digital marketing service offerings, shipping, handling and processing costs,
third-party production and design costs, costs of free products and other
related costs of products our businesses sell.

               In thousands                    Year Ended June 30,
                                                 2022              2021              2020
              Cost of revenue               $ 1,492,726       $ 1,299,889       $ 1,248,871
              % of revenue                         51.7  %           50.5  %           50.3  %


For the year ended June 30, 2022, cost of revenue increased by $192.8 million,
primarily due to demand-dependent cost of goods sold, including third-party
fulfillment, material and shipping costs. During the current fiscal year, we've
experienced increasing impacts from global supply chain challenges that resulted
in increased costs for product substrates like paper, production materials like
aluminum plates, freight and shipping charges, and energy costs. Compensation
costs are also higher due to a more competitive labor market. The overall impact
of increased costs, net of pricing and manufacturing efficiencies, had varying
impacts on our businesses during the year ended June 30, 2022. It remains a
challenging environment, and we expect higher input costs and supply constraints
to persist, although we are unable to predict for how long. We believe we are
advantaged in this environment versus smaller competitors because our scale
provides us with a stronger supplier negotiation position for both costs and
availability of supply.
                                       29
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Consolidated Operating Expenses



The following table summarizes our comparative operating expenses for the
following periods:

In thousands                                                        Year Ended June 30,
                                                                             2022               2021               2020
Technology and development expense                                       $ 292,845          $ 253,060          $ 253,252
% of revenue                                                                  10.1  %             9.8  %            10.2  %
Marketing and selling expense                                            $ 789,241          $ 648,391          $ 574,041
% of revenue                                                                  27.3  %            25.2  %            23.1  %
General and administrative expense                                       $ 197,345          $ 195,652          $ 183,054
% of revenue                                                                   6.8  %             7.6  %             7.4  %
Amortization of acquired intangible assets (1)                           $  54,497          $  53,818          $  51,786
% of revenue                                                                   1.9  %             2.1  %             2.1  %
Restructuring expense (2)                                                $  13,603          $   1,641          $  13,543
% of revenue                                                                   0.5  %             0.1  %             0.5  %
Impairment of Goodwill (1)                                               $       -          $       -          $ 100,842
% of revenue                                                                     -  %               -  %             4.1  %


_____________________

(1) Refer to Note 8 in our accompanying consolidated financial statements for additional details relating to the amortization of acquired intangibles and goodwill impairment charges.

(2) Refer to Note 18 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

Technology and development expense



Technology and development expense consists primarily of payroll and related
expenses for employees engaged in software and manufacturing engineering,
information technology operations and content development, as well as
amortization of capitalized software and website development costs, including
hosting of our websites, asset depreciation, patent amortization, and other
technology infrastructure-related costs. Depreciation expense for information
technology equipment that directly supports the delivery of our digital
marketing services products is included in cost of revenue.

Technology and development expenses increased by $39.8 million for the year
ended June 30, 2022, as compared to the prior year. This increase is primarily
driven by $28.5 million higher compensation costs due to increased investment
from hiring, impacts of our annual merit cycle and prior-year delay of our
share-based compensation grants to the middle of the third quarter of fiscal
year 2021, mainly in the Vista business and our central technology group. Other
operating costs increased in part due to increases in demand, as well as higher
travel and training costs as pandemic restrictions diminished in the current
year.

Marketing and selling expense



Marketing and selling expense consists primarily of advertising and promotional
costs; payroll and related expenses for our employees engaged in marketing,
sales, customer support and public relations activities; direct-mail advertising
costs; and third-party payment processing fees. Our Vista, National Pen and
BuildASign businesses have higher marketing and selling costs as a percentage of
revenue as compared to our PrintBrothers and The Print Group businesses due to
differences in the customers that they serve.

For the year ended June 30, 2022, marketing and selling expenses increased
$140.9 million as compared to the prior year. The largest increase in marketing
and selling expenses was in our Vista business which had increased internal
marketing and customer service costs of $52.1 million and increased advertising
costs of $51.1 million. The increases to Vista spend were primarily driven by
growth in headcount for areas such as user experience design, brand and data and
analytics, higher performance advertising from increased customer demand and
expanded payback thresholds as well as higher mid- and upper-funnel advertising.
Advertising expense also increased for our remaining businesses in total by
$28.7 million for the year ended June 30, 2022, due to higher demand and more
normalized payback thresholds in the current year.

                                       30
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General and administrative expense

General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources and procurement.



For the year ended June 30, 2022, general and administrative expenses increased
by $1.7 million as compared to the prior year, driven primarily by increases of
$16.7 million to compensation costs from impacts of our annual merit cycle,
increased expense for cash-based long-term incentive awards driven by additional
vesting and business performance, as well as higher headcount year over year.
Share-based compensation costs also increased $3.6 million due to the prior
year's delayed timing of the annual grant cycle, mainly in our Vista business
and our central teams. The current fiscal year benefited from a non-cash gain of
$3.3 million recognized during the second fiscal quarter as a result of our
purchase and sale of a previously leased facility. The year-over-year increase
was almost fully offset by the non-recurrence of lease-related impairment and
abandonment charges that were recognized in the prior year of $19.9 million.
Refer to Note 2 of the accompanying consolidated financial statements for
additional details.

Other Consolidated Results

Other income (expense), net

Other income (expense), net generally consists of gains and losses from currency
exchange rate fluctuations on transactions or balances denominated in currencies
other than the functional currency of our subsidiaries, as well as the realized
and unrealized gains and losses on some of our derivative instruments. In
evaluating our currency hedging programs and ability to qualify for hedge
accounting in light of our legal entity cash flows, we considered the benefits
of hedge accounting relative to the additional economic cost of trade execution
and administrative burden. Based on this analysis, we execute certain currency
derivative contracts that do not qualify for hedge accounting.

The following table summarizes the components of other income (expense), net:

In thousands                                                Year Ended June 30,
                                                                     2022                2021                2020
Gains (losses) on derivatives not designated as
hedging instruments                                              $   58,148          $  (20,728)         $   20,564
Currency-related gains, net                                             244               1,005               2,309
Other gains                                                           3,071                 370                   1
Total other income (expense), net                                $   61,463

$ (19,353) $ 22,874




The increase in other income (expense), net was primarily due to the currency
exchange rate volatility impacting our derivatives that are not designated as
hedging instruments, of which our Euro and British Pound contracts are the most
significant exposures that we economically hedge. We also recognize the impact
from de-designated interest swap contracts that are no longer highly effective,
which resulted in unrealized losses during the current period. We expect
volatility to continue in future periods, as we do not apply hedge accounting
for most of our derivative currency contracts.

We experienced currency-related gains due to currency exchange rate volatility
on our non-functional currency intercompany relationships, which we may alter
from time to time. The impact of certain cross-currency swap contracts
designated as cash flow hedges is included in our currency-related gains, net,
offsetting the impact of certain non-functional currency intercompany
relationships.

Interest expense, net



Interest expense, net primarily consists of interest paid on outstanding debt
balances, amortization of debt issuance costs, debt discounts, interest related
to finance lease obligations and realized gains (losses) on effective interest
rate swap contracts and certain cross-currency swap contracts.

Interest expense, net decreased by $19.9 million during the year ended June 30,
2022, as compared to the prior year period. This is primarily due to our Term
Loan B refinancing during the fourth quarter of fiscal 2021 that resulted in a
reduction to our weighted-average interest rate on our outstanding borrowings in
the current year.
                                       31
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Loss on early extinguishment of debt



As part of the fourth quarter fiscal year 2021 amendment and restatement of our
senior secured credit agreement, we redeemed $300.0 million of our 12% Senior
Secured Notes due 2025. The loss on extinguishment of debt of $48.3 million
during the year ended June 30, 2021, consisted of a $22.3 million accretion
adjustment to increase the debt's carrying value to the principal amount, a
$17.0 million write-off of unamortized financing fees, and a $9.0 million early
redemption fee payment.

Income tax expense (benefit)

          In thousands                                  Year Ended June 30,
                                                           2022           2021            2020
          Income tax expense (benefit)                  $ 59,901       $ 18,903       $ (80,992)
          Effective tax rate                               642.0  %       (29.7) %     (2,697.0) %



Income tax expense for the year ended June 30, 2022 increased versus the prior
comparative period due to establishing a partial valuation allowance on Swiss
deferred tax assets of $29.6 million primarily related to Swiss tax reform
benefits recognized in fiscal year 2020 and Swiss tax loss carryforwards that we
no longer expect to fully realize.

We believe that our income tax reserves are adequately maintained by taking into
consideration both the technical merits of our tax return positions and ongoing
developments in our income tax audits. However, the final determination of our
tax return positions, if audited, is uncertain and therefore there is a
possibility that final resolution of these matters could have a material impact
on our results of operations or cash flows. Refer to Note 13 in our accompanying
consolidated financial statements for additional discussion.

Reportable Segment Results



Our segment financial performance is measured based on segment EBITDA, which is
defined as operating income plus depreciation and amortization; plus proceeds
from insurance; plus share-based compensation expense related to investment
consideration; plus earn-out related charges; plus certain impairments; plus
restructuring related charges; less gain on purchase or sale of subsidiaries.

During the fourth quarter of fiscal 2022, we revised our internal reporting to
reallocate certain third-party technology costs that were previously held within
our Central and corporate costs to our Vista business and reportable segment.
These third-party costs are variable in nature and the cost variability is
primarily driven by decisions or volumes in the Vista business. We have revised
our presentation of all prior periods presented to reflect our revised segment
reporting, which decreased Vista segment EBITDA by $7.0 million, $6.0 million
and $3.7 million for the years ended June 30, 2022, 2021 and 2020, respectively.

Vista

In thousands                                                  Year Ended June 30,
                                                              2022                 2021                 2020              2022 vs. 2021            2021 vs. 2020
Reported Revenue                                         $ 1,514,909          $ 1,428,255          $ 1,337,291                  6%                       7%
Segment EBITDA                                               195,321              318,684              362,589                (39)%                    (12)%
% of revenue                                                      13  %                22  %                27  %



                                       32

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Segment Revenue



Vista's reported revenue growth for the year ended June 30, 2022 was negatively
affected by a currency impact of 1%. When excluding the benefit from the recent
acquisitions of Depositphotos and 99designs, Vista's organic constant-currency
revenue growth was 5%. Vista's revenue growth accelerated in our European
markets during the second half of the fiscal year, while the U.S. market
experienced lower growth driven in part by the decline in revenue from consumer
products. In addition, revenue related to face masks was $69.0 million less than
the prior year as the demand for pandemic-related products declined. From a
category perspective, growth was primarily driven by business cards, signage,
marketing materials, and promotional products. Revenue from business cards and
small format marketing materials improved year over year, but were still below
pre-pandemic levels. During the current fiscal year we executed on the migration
of Vista's customer-facing website in most major markets, including in the
United States, to a new platform. Each launch in the current year created a
short-term negative impact on revenue, but every successive launch benefited
from the learnings of prior launches to mitigate the impact of migrating in our
largest markets.

Segment Profitability

For the year ended June 30, 2022, segment EBITDA declined by $123.4 million,
largely driven by increased operating expenses related to growth investments
including hiring of talent, especially in user experience, design, product
management, and data and analytics. These organic investments are in support of
Vista's multi-year transformation journey to become the expert design and
marketing partner to the world's small businesses. Additionally, Vista's
advertising expense increased by $57.1 million, driven by $48.1 million of
incremental performance advertising from higher volumes and increased payback
thresholds relative to last year and $9.0 million from higher mid- and
upper-funnel advertising. Advertising spend was more constrained during the
prior year when the effects of the pandemic on this segment were more severe.
Gross profit was negatively impacted during fiscal year 2022 by significant
inflationary cost pressures from higher material, inbound freight, shipping and
energy costs. A small portion of those inflationary pressures were offset by
price increases. These inflationary pressures were more pronounced during the
second half of the current fiscal year. The decline in profitability was also
affected by government subsidy benefits in the prior year of $9.0 million that
did not recur during the year ended June 30, 2022. These decreases were
partially offset by the profit improvement driven by the revenue growth
described above.

PrintBrothers

   In thousands                         Year Ended June 30,
                                           2022            2021            2020          2022 vs. 2021        2021 vs. 2020
  Reported Revenue                     $ 526,952       $ 421,766       $ 417,921              25%                  1%
  Segment EBITDA                          66,774          43,144          39,373              55%                  10%
  % of revenue                                13  %           10  %            9  %


Segment Revenue

PrintBrothers' reported revenue growth for the year ended June 30, 2022 was
negatively affected by a currency impact of 8%, resulting in a constant-currency
revenue growth of 33%. This strong growth was driven by past new production
introductions and growth in order volumes due in part to supply chain
constraints that turned new customers to our businesses. The PrintBrothers
network and relative size allowed these businesses to address opportunities to
meet customer demand when competition could not. In addition, the current year
benefited from less-intensive pandemic-related lockdowns than in the prior year,
as well as price increases implemented to address inflationary cost increases.

Segment Profitability



PrintBrothers' segment EBITDA during the year ended June 30, 2022, as compared
to the prior period, increased despite increased input costs, driven by the
constant-currency revenue growth described above, the higher margin impact of
new products, and improved efficiencies as the businesses in this segment better
leverage their combined capabilities. Currency exchange rate fluctuations had a
negative year-over-year impact.
                                       33
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The Print Group

   In thousands                         Year Ended June 30,
                                           2022            2021            2020          2022 vs. 2021        2021 vs. 2020
  Reported Revenue                     $ 329,590       $ 275,534       $ 275,214              20%                  -%
  Segment EBITDA                          58,664          43,126          51,606              36%                 (16)%
  % of revenue                                18  %           16  %           19  %


Segment Revenue

The Print Group's reported revenue for the year ended June 30, 2022 was
negatively affected by a currency impact of 7%, resulting in an increase to
revenue on a constant-currency basis of 27% due to signs of overall economic
recovery in many of the European countries in which we compete, leveraging new
products introduced in recent years and growth in order volumes due in part to
supply chain constraints that turned new customers to our businesses. In
addition, the current year benefited from less-intensive pandemic-related
lockdowns than in the prior year, as well as price increases implemented to
address inflationary cost increases.

Segment Profitability



The increase in The Print Group's segment EBITDA during the year ended June 30,
2022, as compared to the prior year, was primarily driven by the
constant-currency revenue growth described above. In addition, The Print Group
continues to benefit from the introduction of new products with higher margins,
as well as improved efficiencies as the group better leverages its combined
capabilities. Currency exchange rate fluctuations had a negative year-over-year
impact.

National Pen

In thousands                                       Year Ended June 30,
                                                            2022               2021               2020             2022 vs. 2021            2021 vs. 2020
Reported Revenue                                        $ 341,832          $ 313,528          $ 299,474                  9%                       5%
Segment EBITDA                                             26,845             11,644              7,605                 131%                     53%
% of revenue                                                    8  %               4  %               3  %


Segment Revenue

For the year ended June 30, 2022, National Pen's revenue growth was negatively
affected by currency impacts of 2%, resulting in constant-currency revenue
growth of 11%. National Pen's revenue has improved across geographic markets and
channels, including web and mail order channels. This improvement is due to
businesses reopening and a return of in-person events in some markets, despite a
decline in revenue from pandemic-related products, including a $26.2 million
decline of face mask revenue.

Segment Profitability



The increase in National Pen's segment EBITDA for the year ended June 30,
2022 was due in part to the revenue increase described above, as well as
improvements in gross profit driven by a normalized mix of products and decline
in lower-margin pandemic-related products, partially offset by higher freight
costs. National Pen also made permanent cost reductions in the prior year that
benefited segment EBITDA for the year ended June 30, 2022. The increased
profitability was also caused by the non-recurrence of the prior years'
inventory reserve to reduce the carrying value of disposable masks held in
inventory to market prices of $8.2 million. Currency exchange rate fluctuations
had a negative year-over-year impact.
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All Other Businesses

   In thousands                         Year Ended June 30,
                                           2022            2021            2020          2022 vs. 2021        2021 vs. 2020
  Reported Revenue                     $ 205,862       $ 192,038       $ 173,789              7%                   11%
  Segment EBITDA                          23,227          31,707          17,474             (27)%                 81%
  % of revenue                                11  %           17  %           10  %


This segment consists of BuildASign, which is a larger and profitable business,
and two early-stage businesses that we have managed at a relatively modest
operating loss as previously described and planned. During the fourth quarter of
fiscal year 2022, we decided to exit our YSD business, which generated a loss of
$5.5 million during fiscal year 2022, which we expect to complete in early
fiscal year 2023.

Segment Revenue



All Other Businesses' constant-currency revenue growth, excluding the impact of
acquisitions, was 3% during the year ended June 30, 2022. This growth was driven
by recovery of demand for both our Printi business and signage products offered
by BuildASign, partially offset by a decline in demand for home decor products
that had benefited revenue during the pandemic period.

Segment Profitability



The decrease in segment EBITDA for the year ended June 30, 2022 was due to a
combination of factors including increased advertising spend and inflationary
pressures on input costs including shipping, materials and labor during the
current period.

Central and Corporate Costs



Central and corporate costs consist primarily of the team of software engineers
that is building our mass customization platform; shared service organizations
such as global procurement; technology services such as hosting and security;
administrative costs of our Cimpress India offices where numerous Cimpress
businesses have dedicated business-specific team members; and corporate
functions including our Board of Directors, CEO, and the team members necessary
for managing corporate activities, such as treasury, tax, capital allocation,
financial consolidation, internal audit and legal. These costs also include
certain unallocated share-based compensation costs.

During the fourth quarter of fiscal 2022, we revised our internal reporting to
reallocate certain third-party technology costs that were previously held within
our Central and corporate costs to our Vista business. We have revised our
presentation of all prior periods presented to reflect our revised segment
reporting. Refer to Note 15 in our accompanying consolidated financial
statements for additional details.

Central and corporate costs increased by $14.6 million during the year ended
June 30, 2022, as compared to the prior year, due to the end of temporary
cost-control measures from the year-ago period and, to a lesser extent, prior
year timing of our annual share-based compensation grant which caused a higher
expense rate for accelerated vesting in the first quarter of the current fiscal
year than in the comparable period. In addition, our continued investments in
our mass customization platform through additional hiring in cost-efficient
talent markets and increased volumes contributed to higher central operating
costs year over year.
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Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data



In thousands                                                     Year Ended 

June 30,


                                                         2022           2021           2020
Net cash provided by operating activities             $ 219,536      $ 265,221      $ 338,444
Net cash used in investing activities                    (3,997)      

(354,316) (66,864) Net cash (used in) provided by financing activities (106,572) 224,128 (258,255)

The cash flows during the year ended June 30, 2022 related primarily to the following items:

Cash inflows:



•Adjustments for non-cash items of $194.8 million primarily related to
adjustments for depreciation and amortization of $175.7 million, share-based
compensation costs of $49.8 million, and deferred taxes of $22.9 million, which
were partially offset by negative adjustments for unrealized currency-related
gains of $39.9 million and gains on ineffective interest rate swaps of $6.4
million

•Proceeds from the maturity of held-to-maturity securities of $151.2 million



•Total net working capital impacts of $75.4 million were a source of cash.
Accounts payable and accrued expense inflows were partially offset by inventory,
accounts receivable and other asset outflows

•The early termination and settlement of derivative contracts resulted in
$19.7 million of cash proceeds. $2.2 million of these cash proceeds was from the
termination or settlement of net investment hedges and is presented in investing
activities. The remainder of the cash proceeds are presented in operating
activities, a portion of which is included in net working capital

•Proceeds from the sale of assets in the normal course of business of $14.5 million, primarily the sale of land adjacent to one of our production facilities

Cash outflows:

•Net loss of $50.6 million

•Business acquisitions for $75.3 million, net of cash acquired, primarily related to the Depositphotos acquisition

•Internal and external costs of $65.3 million for software and website development that we have capitalized

•Capital expenditures of $54.0 million of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

•$43.6 million for the payment of purchase consideration included in the 99designs acquisition's fair value

•Repayments of debt for $14.5 million

•Payments for finance lease arrangements, excluding the payment associated with the purchase option exercise included below, of $9.6 million

•Purchase and sale of a previously leased facility that resulted in a net payment of $4.7 million due to our exercise of the lease purchase option and subsequent sale

•A $4.0 million distribution to noncontrolling interest holders

•Payment of withholding taxes in connection with share awards of $3.2 million

•$1.8 million for the final settlement for the purchase of noncontrolling interests in our PrintBrothers businesses, for which an initial payment was made in fiscal year 2021


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•Financing fees of $1.4 million from our fourth quarter fiscal year 2021 credit facility amendment that have been capitalized



Additional Liquidity and Capital Resources Information. At June 30, 2022, we had
$277.1 million of cash and cash equivalents, $50.0 million of marketable
securities and $1,705.4 million of debt, excluding debt issuance costs and debt
premiums and discounts. During the year ended June 30, 2022, we financed our
operations and strategic investments through internally generated cash flows
from operations and cash on hand. We expect to finance our future operations
through our cash, investments, operating cash flow and borrowings under our debt
arrangements.

Noncontrolling Interests. The put options for several of our noncontrolling
interests are exercisable during the first half of fiscal year 2023. Exercising
a put option is at the discretion of each noncontrolling interest holder, which
creates uncertainty around the timing of our cash outflow should an option be
exercised. The total estimated redemption value for these noncontrolling
interests as of June 30, 2022 is $103.6 million. Refer to Note 14 in our
accompanying consolidated financial statements for additional details.

Indefinitely Reinvested Earnings. As of June 30, 2022, a portion of our cash and
cash equivalents were held by our subsidiaries, and undistributed earnings of
our subsidiaries that are considered to be indefinitely reinvested were
$49.0 million. We do not intend to repatriate these funds as the cash and cash
equivalent balances are generally used and available, without legal
restrictions, to fund ordinary business operations and investments of the
respective subsidiaries. If there is a change in the future, the repatriation of
undistributed earnings from certain subsidiaries, in the form of dividends or
otherwise, could have tax consequences that could result in material cash
outflows.

Contractual Obligations

Contractual obligations at June 30, 2022 are as follows:



In thousands                                                           Payments Due by Period
                                                             Less                                                      More
                                                            than 1              1-3                3-5                than 5
                                        Total                year              years              years               years
Operating leases, net of subleases
(1)                                 $    85,176          $  28,146          $  37,465          $  10,958          $     8,607
Purchase commitments                    310,797            150,307             97,237             63,252                    -
Senior unsecured notes and interest
payments                                768,000             42,000             84,000            642,000                    -
Senior secured credit facility and
interest payments (2)                 1,407,935             66,289            129,884            125,399            1,086,363
Other debt                                8,063              2,800              4,735                528                    -
Finance leases, net of subleases
(1)                                      16,809              5,016              7,480              3,891                  422
Other                                     8,425              8,425                  -                  -                    -
Total (3)                           $ 2,605,205          $ 302,983          $ 360,801          $ 846,028          $ 1,095,392


___________________

(1) Operating and finance lease payments above include only amounts which are
fixed under lease agreements. Our leases may also incur variable expenses which
are not reflected in the contractual obligations above.

(2) Senior secured credit facility and interest payments include the effects of
interest rate swaps, whether they are expected to be payments or receipts of
cash.

(3) We may be required to make cash outlays related to our uncertain tax
positions. However, due to the uncertainty of the timing of future cash flows
associated with our uncertain tax positions, we are unable to make reasonably
reliable estimates of the period of cash settlement, if any, with the respective
taxing authorities. Accordingly, uncertain tax positions of $9.2 million as of
June 30, 2022 have been excluded from the contractual obligations table above.
See Note 13 in our accompanying consolidated financial statements for further
information on uncertain tax positions.

Operating Leases. We rent office space under operating leases expiring on various dates through 2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit in the amount of $1.8 million in the aggregate.

Purchase Commitments. At June 30, 2022, we had unrecorded commitments under contract of $310.8 million. Purchase commitments consisted of inventory, third-party fulfillment and digital service purchase commitments of $124.4 million; third-party cloud services of $113.9 million; advertising of $18.1 million; software of


                                       37
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$23.7 million; commitments for professional and consulting fees of $6.4 million; production and computer equipment purchases of $7.1 million; and other unrecorded purchase commitments of $17.3 million.



Senior Secured Credit Facility and Interest Payments. As of June 30, 2022, we
have borrowings under our Restated Credit Agreement of $1,097.3 million
consisting of the Term Loan B, which amortizes over the loan period, with a
final maturity date of May 17, 2028. Our $250.0 million revolver under our
Restated Credit Agreement has $243.6 million unused as of June 30, 2022. There
are no drawn amounts on the revolver, but our outstanding letters of credit
reduce our unused balance. Our unused balance can be drawn at any time so long
as we are in compliance with our debt covenants, and any amounts drawn under the
revolver will be due on May 17, 2026. Interest payable included in the above
table is based on the interest rate as of June 30, 2022 and assumes all
LIBOR-based revolving loan amounts outstanding will not be paid until maturity
but that the term loan amortization payments will be made according to our
defined schedule.

Senior Unsecured Notes and Interest Payments. Our $600.0 million of 2026 Notes
bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest
on the notes is payable semi-annually on June 15 and December 15 of each year
and has been included in the table above.

Debt Covenants. The Restated Credit Agreement and the indenture that governs our
7.0% Senior Notes due 2026 contain covenants that restrict or limit certain
activities and transactions by Cimpress and our subsidiaries. As of June 30,
2022, we were in compliance with all covenants under our Restated Credit
Agreement and the indenture governing our 2026 Notes. Refer to Note 10 in our
accompanying consolidated financial statements for additional information.

Other Debt. In addition, we have other debt which consists primarily of term
loans acquired through our various acquisitions or used to fund certain capital
investments. As of June 30, 2022, we had $8.1 million outstanding for those
obligations that have repayments due on various dates through March 2027.

Finance Leases. We lease certain machinery and plant equipment under finance
lease agreements that expire at various dates through 2028. The aggregate
carrying value of the leased equipment under finance leases included in
property, plant and equipment, net in our consolidated balance sheet at June 30,
2022 is $19.2 million, net of accumulated depreciation of $38.5 million. The
present value of lease installments not yet due included in other current
liabilities and other liabilities in our consolidated balance sheet at June 30,
2022 amounts to $21.4 million.

Other Obligations. Other obligations consist of deferred payments relating to
previous acquisitions, including the deferred payment relating to our
Depositphotos acquisition that is payable in October 2022 and small deferred
acquisition liabilities for other, smaller acquisitions. Refer to Note 7 in the
accompanying consolidated financial statements for additional details.

Additional Non-GAAP Financial Measures



Adjusted EBITDA and adjusted free cash flow presented below, and
constant-currency revenue growth and constant-currency revenue growth excluding
acquisitions/divestitures presented in the consolidated results of operations
section above, are supplemental measures of our performance that are not
required by, or presented in accordance with, GAAP. Adjusted EBITDA is defined
as GAAP operating income plus depreciation and amortization plus share-based
compensation expense plus proceeds from insurance plus earn-out related charges
plus certain impairments plus restructuring related charges plus realized gains
or losses on currency derivatives less interest expense related to our Waltham,
Massachusetts office lease less gain on purchase or sale of subsidiaries.

Adjusted EBITDA is the primary profitability metric by which we measure our
consolidated financial performance and is provided to enhance investors'
understanding of our current operating results from the underlying and ongoing
business for the same reasons it is used by management. For example, as we have
become more acquisitive over recent years we believe excluding the costs related
to the purchase of a business (such as amortization of acquired intangible
assets, contingent consideration, or impairment of goodwill) provides further
insight into the performance of the underlying acquired business in addition to
that provided by our GAAP operating income. As another example, as we do not
apply hedge accounting for certain derivative contracts, we believe inclusion of
realized gains and losses on these contracts that are intended to be matched
against operational currency fluctuations provides further insight into our
operating performance in addition to that provided by our GAAP operating income.
We do not, nor do we suggest that investors should, consider such non-GAAP
                                       38
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financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.



Adjusted free cash flow is the primary financial metric by which we set
quarterly and annual budgets both for individual businesses and Cimpress-wide.
Adjusted free cash flow is defined as net cash provided by operating activities
less purchases of property, plant and equipment, purchases of intangible assets
not related to acquisitions, and capitalization of software and website
development costs that are included in net cash used in investing activities,
plus the payment of contingent consideration in excess of acquisition-date fair
value and gains on proceeds from insurance that are included in net cash
provided by operating activities, if any. We use this cash flow metric because
we believe that this methodology can provide useful supplemental information to
help investors better understand our ability to generate cash flow after
considering certain investments required to maintain or grow our business, as
well as eliminate the impact of certain cash flow items presented as operating
cash flows that we do not believe reflect the cash flow generated by the
underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain
components of the overall cash flow statement and does not represent the
residual cash flow available for discretionary expenditures. For example,
adjusted free cash flow does not incorporate our cash payments to reduce the
principal portion of our debt or cash payments for business acquisitions.
Additionally, the mix of property, plant and equipment purchases that we choose
to finance may change over time. We believe it is important to view our adjusted
free cash flow measure only as a complement to our entire consolidated statement
of cash flows.

The table below sets forth operating income and adjusted EBITDA for the years ended June 30, 2022, 2021 and 2020:



In thousands                                                             Year Ended June 30,
                                                                          2022                2021                2020
GAAP operating income                                                 $   47,298          $  123,510          $   55,969
Exclude expense (benefit) impact of:
Depreciation and amortization                                            175,681             173,212             167,943

Proceeds from insurance                                                        -                 122                   -
Share-based compensation expense                                          49,766              37,034              33,252
Earn-out related charges                                                       -                   -                 (54)
Certain impairments and other adjustments                                 (9,709)             20,453             104,593
Restructuring-related charges                                             13,603               1,641              13,543

Realized gains (losses) on currency derivatives not included in operating income (1)


4,424              (6,854)             24,533
Adjusted EBITDA                                                       $  281,063          $  349,118          $  399,779


_________________

(1) These realized gains (losses) include only the impacts of currency derivative contracts that are intended to hedge our exposure to foreign currencies for which we do not apply hedge accounting. See Note 4 in our accompanying consolidated financial statements for further information.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the years ended June 30, 2022, 2021 and 2020:



In thousands                                                        Year 

Ended June 30,


                                                                     2022                2021                2020
Net cash provided by operating activities (1)                    $  219,536          $  265,221          $  338,444
Purchases of property, plant and equipment                          (54,040)            (38,524)            (50,467)

Capitalization of software and website development                  (65,297)            (60,937)            (43,992)
costs

Adjusted free cash flow                                          $  100,199          $  165,760          $  243,985


_________________

(1) The decrease of net cash provided by operating activities was driven by the decrease in operating income as described earlier in this section.


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Critical Accounting Policies and Estimates



Our financial statements are prepared in accordance with U.S. generally accepted
accounting principles ("GAAP"). To apply these principles, we must make
estimates and judgments that affect our reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. In some instances, we reasonably could have used different
accounting estimates and, in other instances, changes in the accounting
estimates are reasonably likely to occur from period to period. Accordingly,
actual results could differ significantly from our estimates. We base our
estimates and judgments on historical experience and other assumptions that we
believe to be reasonable at the time under the circumstances, and we evaluate
these estimates and judgments on an ongoing basis. We refer to accounting
estimates and judgments of this type as critical accounting policies and
estimates, which we discuss further below. This section should be read in
conjunction with Note 2, "Summary of Significant Accounting Policies," of our
audited consolidated financial statements included elsewhere in this Report.

Revenue Recognition. We generate revenue primarily from the sale and shipment of
customized manufactured products. To a much lesser extent (and only in our Vista
business) we provide digital services, website design and hosting, and email
marketing services, as well as a small percentage from order referral fees and
other third-party offerings. Revenues are recognized when control of the
promised products or services is transferred to the customer in an amount that
reflects the consideration we expect to be entitled to in exchange for those
products or services.

Under the terms of most of our arrangements with our customers we provide
satisfaction guarantees, which give our customers an option for a refund or
reprint over a specified period of time if the customer is not fully satisfied.
As such, we record a reserve for estimated sales returns and allowances as a
reduction of revenue, based on historical experience or the specific
identification of an event necessitating a reserve. Actual sales returns have
historically not been significant.

We have elected to recognize shipping and handling activities that occur after
transfer of control of the products as fulfillment activities and not as a
separate performance obligation. Accordingly, we recognize revenue for our
single performance obligation upon the transfer of control of the fulfilled
orders, which generally occurs upon delivery to the shipping carrier. If revenue
is recognized prior to completion of the shipping and handling activities, we
accrue the costs of those activities. We do have some arrangements whereby the
transfer of control, and thus revenue recognition, occurs upon delivery to the
customer. If multiple products are ordered together, each product is considered
a separate performance obligation, and the transaction price is allocated to
each performance obligation based on the standalone selling price. Revenue is
recognized upon satisfaction of each performance obligation. We generally
determine the standalone selling prices based on the prices charged to our
customers.

Our products are customized for each individual customer with no alternative use
except to be delivered to that specific customer; however, we do not have an
enforceable right to payment prior to delivering the items to the customer based
on the terms and conditions of our arrangements with customers and therefore we
recognize revenue at a point in time.

We record deferred revenue when cash payments are received in advance of our
satisfaction of the related performance obligation. The satisfaction of
performance obligations generally occur shortly after cash payment and we expect
to recognize our deferred revenue balance as revenue within three months
subsequent to June 30, 2021.

We periodically provide marketing materials and promotional offers to new
customers and existing customers that are intended to improve customer
retention. These incentive offers are generally available to all customers and,
therefore, do not represent a performance obligation as customers are not
required to enter into a contractual commitment to receive the offer. These
discounts are recognized as a reduction to the transaction price when used by
the customer. Costs related to free products are included within cost of revenue
and sample products are included within marketing and selling expense.

We have elected to apply the practical expedient under ASC 340-40-25-4 to
expense incremental direct costs as incurred, which primarily includes sales
commissions, since our contract periods generally are less than one year and the
related performance obligations are satisfied within a short period of time.
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Share-Based Compensation. We measure share-based compensation costs at fair
value, and recognize the expense over the period that the recipient is required
to provide service in exchange for the award, which generally is the vesting
period. We recognize the impact of forfeitures as they occur.

Our performance share units, or PSUs, are estimated at fair value on the date of
grant, which is fixed throughout the vesting period. The fair value is
determined using a Monte Carlo simulation valuation model. As the PSUs include
both a service and market condition the related expense is recognized using the
accelerated expense attribution method over the requisite service period for
each separately vesting portion of the award. For PSUs that meet the service
vesting condition, the expense recognized over the requisite service period will
not be reversed if the market condition is not achieved. The compensation
expense for these awards is estimated at fair value using a Monte Carlo
simulation valuation model and compensation costs are recorded only if it is
probable that the performance condition will be achieved.

Income Taxes. As part of the process of preparing our consolidated financial
statements, we calculate our income taxes in each of the jurisdictions in which
we operate. This process involves estimating our current tax expense, including
assessing the risks associated with tax positions, together with assessing
temporary and permanent differences resulting from differing treatment of items
for tax and financial reporting purposes. We recognize deferred tax assets and
liabilities for the temporary differences using the enacted tax rates and laws
that will be in effect when we expect temporary differences to reverse. We
assess the ability to realize our deferred tax assets based upon the weight of
available evidence both positive and negative. To the extent we believe that it
is more likely than not that some portion or all of the deferred tax assets will
not be realized, we establish a valuation allowance. Our estimates can vary due
to the profitability mix of jurisdictions, foreign exchange movements, changes
in tax law, regulations or accounting principles, as well as certain discrete
items. In the event that actual results differ from our estimates or we adjust
our estimates in the future, we may need to increase or decrease income tax
expense, which could have a material impact on our financial position and
results of operations.

We establish reserves for tax-related uncertainties based on estimates of
whether, and the extent to which, additional taxes will be due. These reserves
are established when we believe that certain positions might be challenged
despite our belief that our tax return positions are in accordance with
applicable tax laws. We adjust these reserves in light of changing facts and
circumstances, such as the closing of a tax audit, new tax legislation, or the
change of an estimate based on new information. To the extent that the final
outcome of these matters is different than the amounts recorded, such
differences will affect the provision for income taxes in the period in which
such determination is made. Interest and, if applicable, penalties related to
unrecognized tax benefits are recorded in the provision for income taxes.

Software and Website Development Costs. We capitalize eligible salaries and
payroll-related costs of employees and third-party consultants who devote time
to the development of our websites and internal-use computer software.
Capitalization begins when the preliminary project stage is complete, management
with the relevant authority authorizes and commits to the funding of the
software project, and it is probable that the project will be completed and the
software will be used to perform the function intended. These costs are
amortized on a straight-line basis over the estimated useful life of the
software, which is three years. Our judgment is required in evaluating whether a
project provides new or additional functionality, determining the point at which
various projects enter the stages at which costs may be capitalized, assessing
the ongoing value and impairment of the capitalized costs, and determining the
estimated useful lives over which the costs are amortized. Historically we have
not had any significant impairments of our capitalized software and website
development costs.

Business Combinations. We recognize the tangible and intangible assets acquired
and liabilities assumed based on their estimated fair values at the date of
acquisition. The fair value of identifiable intangible assets is based on
detailed cash flow valuations that use information and assumptions provided by
management. The valuations are dependent upon a myriad of factors including
historical financial results, forecasted revenue growth rates, estimated
customer renewal rates, projected operating margins, royalty rates and discount
rates. We estimate the fair value of any contingent consideration at the time of
the acquisition using all pertinent information known to us at the time to
assess the probability of payment of contingent amounts or through the use of a
Monte Carlo simulation model. We allocate any excess purchase price over the
fair value of the net tangible and intangible assets acquired and liabilities
assumed to goodwill. The assumptions used in the valuations for our acquisitions
may differ materially from actual results depending on performance of the
acquired businesses and other factors. While we believe the assumptions used
were appropriate, different assumptions in the valuation of assets acquired and
liabilities assumed could have a material impact on the timing and extent of
impact on our statements of operations.

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Goodwill is assigned to reporting units as of the date of the related
acquisition. If goodwill is assigned to more than one reporting unit, we utilize
a method that is consistent with the manner in which the amount of goodwill in a
business combination is determined. Costs related to the acquisition of a
business are expensed as incurred.

Goodwill, Indefinite-Lived Intangible Assets, and Other Definite Lived
Long-Lived Assets. We evaluate goodwill and indefinite-lived intangible assets
for impairment annually or more frequently when an event occurs or circumstances
change that indicate that the carrying value may not be recoverable. We have the
option to first assess qualitative factors to determine whether it is more
likely than not that the fair value of a reporting unit is less than its
carrying amount. We consider the timing of our most recent fair value assessment
and associated headroom, the actual operating results as compared to the cash
flow forecasts used in those fair value assessments, the current long-term
forecasts for each reporting unit, and the general market and economic
environment of each reporting unit. In addition to the specific factors
mentioned above, we assess the following individual factors on an ongoing basis
such as:

• A significant adverse change in legal factors or the business climate;

• An adverse action or assessment by a regulator;

• Unanticipated competition;

• A loss of key personnel; and

• A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of.



If the results of the qualitative analysis were to indicate that the fair value
of a reporting unit is less than its carrying value, the quantitative test is
required. Under the quantitative approach, we estimate the fair values of our
reporting units using a discounted cash flow methodology and in certain
circumstances a market-based approach. This analysis requires significant
judgment and is based on our strategic plans and estimation of future cash
flows, which is dependent on internal forecasts. Our annual analysis also
requires significant judgment including the identification and aggregation of
reporting units, as well as the determination of our discount rate and perpetual
growth rate assumptions. We are required to compare the fair value of the
reporting unit with its carrying value and recognize an impairment charge for
the amount by which the carrying amount exceeds the reporting unit's fair value.

We are required to evaluate the estimated useful lives and recoverability of
definite lived long-lived assets (for example, customer relationships, developed
technology, property, and equipment) on an ongoing basis when indicators of
impairment are present. For purposes of the recoverability test, long-lived
assets are grouped with other assets and liabilities at the lowest level for
which identifiable cash flows are largely independent of the cash flows of other
assets and liabilities. The test for recoverability compares the undiscounted
future cash flows of the long-lived asset group to its carrying value. If the
carrying values of the long-lived asset group exceed the undiscounted future
cash flows, the assets are considered to be potentially impaired. The next step
in the impairment measurement process is to determine the fair value of the
individual net assets within the long-lived asset group. If the aggregate fair
values of the individual net assets of the group are less than the carrying
values, an impairment charge is recorded equal to the excess of the aggregate
carrying value of the group over the aggregate fair value. The loss is allocated
to each long-lived asset within the group based on their relative carrying
values, with no asset reduced below its fair value. The identification and
evaluation of a potential impairment requires judgment and is subject to change
if events or circumstances pertaining to our business change. We evaluated our
long-lived assets for impairment during the year ended June 30, 2022, and we
recognized no impairments.

Recently Issued or Adopted Accounting Pronouncements

See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 2 - Summary of Significant Accounting Policies - Recently Issued or Adopted Accounting Pronouncements."


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