A list price true up is the most expensive way to close an audit. It pays the finding at full list, adds back maintenance and audit cost recovery, and fixes nothing for next time. Converting forward into OpenPass can cost materially less, but the savings come from a sequence, not from the framework alone. The reduction is won before the conversion, and the conversion makes it durable.
When OpenText resolves a finding as a true up, the buyer pays for the shortfall at then current list price, pays back maintenance on the period of unlicensed use, pays first year maintenance on the newly acquired licenses, and reimburses the cost of the audit. Four charges, one population. The headline number is large because every layer is stacked on the same base. Understanding where the savings against that structure come from is the key to knowing what OpenPass can and cannot do.
The savings come from the base, not the discount
The most important point is that the biggest savings happen before any conversion. They come from reducing the population at the base of the finding: disqualifying service and dormant accounts, separating non production from production, removing decommissioned systems, and narrowing indirect access claims. Because the maintenance and audit cost layers are calculated on the base, shrinking the base deflates everything above it. A discount on an inflated total still rests on the inflated base. A corrected base changes every number. This is why we model the two options carefully, as described in how to model an OpenPass versus true up scenario.
A percentage discount on a list price true up still pays for licenses you do not owe. The savings are in correcting the count, not in negotiating the discount.
A worked illustration of the stacked finding
To see why the base matters more than the discount, picture a finding built on a population that the vendor has counted at its broadest. The shortfall is priced at list. Back maintenance is added for the period of unlicensed use. First year maintenance is added on the newly deemed licenses. The cost of the audit is recovered on top. Every one of those layers is calculated from the same population. A buyer who negotiates a discount on the total leaves the population intact and simply pays a smaller multiple of an inflated base. A buyer who corrects the population removes a slice from every layer at once, because each layer was a function of the base.
This is the arithmetic the published engagements reflect. Reductions of 70 to 80 percent did not come from persuading the vendor to discount the headline. They came from disqualifying the accounts, environments, and systems that never belonged in the count, which collapsed the base and, with it, every charge stacked above it. The lesson for any buyer weighing a true up against a conversion is the same: the negotiation that matters is the one about the base, and it happens before the conversation about price ever begins. To run that analysis on your own finding, open a case before you respond to the vendor's number.
Where OpenPass adds savings on top of the reduction
Once the count is corrected, conversion into OpenPass adds savings the true up cannot. A negotiated price hold prevents list increases from applying across the term, which a true up locks in at the moment of settlement. Consolidation into a single contract can remove overlapping entitlements that separate schedules duplicated. Defined metrics prevent the next review from rebuilding the finding, which a one time true up does nothing to stop. The cost case for choosing conversion is laid out in reducing total cost with an OpenPass conversion, and the price hold mechanism in OpenPass price hold and uplift protections.
What the numbers look like in practice
The published engagements show the scale of the base correction. An insurance Documentum finding moved from $7.2M to $1.6M, a 78 percent reduction. A technology Fortify finding moved from $4.5M to $0.9M, an 80 percent reduction. A banking ArcSight finding moved from $6.0M to $1.8M, a 70 percent reduction. None of those reductions came from a discount on the list price true up. They came from correcting the population the finding was built on. Converting the corrected position forward then held those numbers in place rather than leaving them to drift back up at the next review.
Read across the three, the pattern is consistent. The opening figure reflected the vendor's broadest reading of the metric, and the settled figure reflected the defensible count. The gap between the two, between 70 and 80 percent in these cases, is the space a list price true up asks the buyer to pay for in full. A buyer who pays the true up without contesting the base is paying for that entire gap.
The hidden cost of the true up path
A list price true up has a cost that does not appear on the invoice: it leaves every structural weakness in place. The metrics stay undefined, the audit clause stays vendor friendly, and the price is set at the current list. The next audit can rebuild the finding from the same undefined metrics, and the buyer pays again. Counting only the cheque understates what the true up really costs over the term. The case for the durable alternative is in converting an audit finding into a clean OpenPass deal, and the wider negotiation in how to negotiate OpenPass from an audit position.
How to compare the two options
To compare honestly, model the true up as the full stacked cost at the corrected base, plus the cost of the next likely finding given undefined metrics. Model the OpenPass conversion as the corrected base, plus the value of a held price across the term, minus the findings the defined metrics prevent. Compared this way, conversion usually wins, not because the framework is cheaper by default, but because it stops the cycle the true up perpetuates.
Why the cheaper path is often the converted one
It can feel counterintuitive that committing to a forward agreement costs less than a one time payment, but the arithmetic usually holds once the full horizon is in view. The true up is a single cost today and an open invitation to the same finding tomorrow, because nothing about the metrics or the audit clause has changed. The conversion is a commitment today and a closed door tomorrow, because the defined metrics and negotiated protections remove the levers that produced the finding in the first place. Over a multi year horizon the converted path is frequently the cheaper one, not despite the commitment but because of what the commitment buys.
The decision should still be made on numbers rather than instinct. Model both paths at the corrected base, attach a realistic probability and size to the next finding under each, and value the held price across the term. For most estates the comparison favours conversion once the recurring cost of leaving the structure unfixed is counted. To run that model on your own figures, open a case.
The honest comparison also has to account for commitment. A conversion usually involves a forward commitment for the term, where a true up is a one time payment. That commitment is the price of the protections, and for most estates it is worth paying, but it should be entered with eyes open rather than treated as free. This modelling is the heart of our OpenPass enterprise agreement negotiation track. If you are weighing a true up against a conversion, open a case before you accept the vendor's number.
When an OpenText or Micro Focus audit notice arrives, the opening week decides far more than the weeks that follow it. OpenText Audit Defense is an independent practice that works only for the buyer, founded in 2020 by former vendor compliance leadership. We have defended more than 200 audits, brought the average finding down by 68 percent, and mitigated more than $90M in claims against vendor positions. We do not resell OpenText software and we are not affiliated with OpenText Corporation. To open a case, use the contact form on this site.