SPECIAL CHARGES

Special charges include costs that relate to certain restructuring initiatives that we have undertaken from time to time under our various restructuring plans, as well as acquisition related costs and other similar charges.



	Year Ended June 30,
	2012			2011			2010
Fiscal 2012 Restructuring Plan	$	16,897		$	—		$	—
Fiscal 2011 Restructuring Plan	1,160			8,524			—
Fiscal 2010 Restructuring Plan (cash liability portion)	(38		)	4,620			33,799
Fiscal 2010 Restructuring Plan (share-based compensation expense)	—			—			3,164
Fiscal 2009 Restructuring Plan	—			—			2,878
Acquisition-related costs	5,115			2,914			3,248
Other charges	1,389			(482		)	(1,081		)
Total	$	24,523		$	15,576		$	42,008

Reconciliations of the liability relating to each of our materially outstanding restructuring plans are provided below:

Fiscal 2012 Restructuring Plan

In the first quarter of Fiscal 2012, we began to implement restructuring activities to streamline our operations (Fiscal 2012 restructuring plan). These charges relate to workforce reductions and facility consolidations. We expect to incur more charges under the Fiscal 2012 restructuring plan, including the consolidation of certain excess facilities, as we execute the remaining restructuring actions. As of June 30, 2012, we expect total costs to be incurred in conjunction with the Fiscal 2012 restructuring plan to be approximately $17.4 million, of which $16.9 million of costs have already been recorded within Special charges to date.

The recognition of these charges requires management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we will conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

A reconciliation of the beginning and ending liability for the year ended June 30, 2012 is shown below.



Fiscal 2012 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2011	$	—		$	—		$	—
Accruals and adjustments	13,006			3,891			16,897
Cash payments	(8,202		)	(486		)	(8,688		)
Foreign exchange	(382		)	(50		)	(432		)
Balance as of June 30, 2012	$	4,422		$	3,355		$	7,777

Fiscal 2011 Restructuring Plan

In the second quarter of Fiscal 2011, we began to implement restructuring activities to streamline our operations (Fiscal 2011 restructuring plan). These charges relate to workforce reductions and facility consolidations. The recognition of these charges requires management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. On a quarterly basis, we will conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the Fiscal 2011 restructuring plan, $9.7 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2011 restructuring plan.

A reconciliation of the beginning and ending liability for the years ended June 30, 2012 and June 30, 2011 are shown below.



Fiscal 2011 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2011	$	3,570		$	1,368		$	4,938
Accruals and adjustments	1,182			(22		)	1,160
Cash payments	(3,940		)	(882		)	(4,822		)
Foreign exchange	(156		)	(114		)	(270		)
Balance as of June 30, 2012	$	656		$	350		$	1,006

Fiscal 2011 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2010	$	—		$	—		$	—
Accruals and adjustments	6,953			1,571			8,524
Cash payments	(3,346		)	(120		)	(3,466		)
Foreign exchange	(37		)	(83		)	(120		)
Balance as of June 30, 2011	$	3,570		$	1,368		$	4,938

Fiscal 2010 Restructuring Plan

In the first quarter of Fiscal 2010, we began to implement restructuring activities to streamline our operations (Fiscal 2010 restructuring plan). These charges relate to workforce reductions. On a quarterly basis, we will conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the Fiscal 2010 restructuring plan, $38.4 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2010 restructuring plan.

A reconciliation of the beginning and ending liability for the years ended June 30, 2012, June 30, 2011 and June 30, 2010 are shown below.



Fiscal 2010 Restructuring Plan	Workforce reduction			Facility costs			Other			Total
Balance as of June 30, 2011	$	1,439		$	390		$	—		$	1,829
Accruals and adjustments	(48		)	10			—			(38		)
Cash payments	(492		)	(376		)	—			(868		)
Foreign exchange and other	(899		)	(15		)	—			(914		)
Balance as of June 30, 2012	$	—		$	9		$	—		$	9

Fiscal 2010 Restructuring Plan	Workforce reduction			Facility costs			Other*			Total
Balance as of June 30, 2010	$	8,731		$	1,221		$	—		$	9,952
Accruals and adjustments	2,137			676			1,807			4,620
Cash payments	(9,522		)	(1,671		)	(1,807		)	(13,000		)
Foreign exchange and other	93			164			—			257
Balance as of June 30, 2011	$	1,439		$	390		$	—		$	1,829

Fiscal 2010 Restructuring Plan	Workforce reduction			Facility costs			Other*			Total
Balance as of June 30, 2009	$	—		$	—		$	—		$	—
Accruals and adjustments	28,875			2,274			2,650			33,799
Cash payments	(20,068		)	(1,057		)	(2,650		)	(23,775		)
Foreign exchange and other	(76		)	4			—			(72		)
Balance as of June 30, 2010	$	8,731		$	1,221		$	—		$	9,952


*	“Other” costs relate to one-time legal and consulting fees incurred on account of an internal reorganization of our international subsidiaries initiated to consolidate ownership of our intellectual property within certain jurisdictions and to effect an operational reduction in the number of our global subsidiaries with the goal of having a single operating legal entity in each jurisdiction.

Acquisition-related costs

Included within Special charges for the year ended June 30, 2012 are costs incurred directly in relation to acquisitions in the amount of $1.8 million. Included in this amount is approximately $0.7 million incurred directly in connection with the acquisition of EasyLink Services International Corporation that closed on July 2, 2012. For more details on this acquisition see note 24. Additionally, we incurred costs relating to financial advisory, legal, valuation and audit services necessary to integrate acquisitions into our organization, in the amount of $3.3 million.

Included within Special charges for the year ended June 30, 2011 and June 30, 2010 are costs incurred directly in relation to acquisitions in the amount of $2.9 million and $3.2 million, respectively.

Other charges

Included within Special charges for the year ended June 30, 2012 are: (i) a recovery of $0.8 million relating to a reduction in an asset retirement obligation associated with a leased facility, (ii) a recovery of $0.5 million relating to a new sublease on a restructured facility acquired in a prior period and (iii) $2.7 million related to the write-off of debt issuance costs associated with our old term loan that was repaid after we entered into an Amended and Restated Credit Agreement on November 9, 2011.

Included within Special charges for the year ended June 30, 2011 is (i) a recovery of $1.0 million relating to a reduction in an asset retirement obligation associated with a leased facility, and (ii) a charge of $0.5 million, relating to a revised sublease assumption on a restructured facility acquired in a prior period.

Included within Special charges for the year ended June 30, 2010 is (i) a charge of $0.4 million relating to the write down of certain prepaid royalties in connection with the discontinuance of certain of our product lines, (ii) a charge of $0.5 million, relating to certain assets that were written down in connection with various leasehold improvements and redundant office equipment at abandoned facilities, (iii) a charge of $0.3 million relating to an impairment of intangible assets, (iv) a recovery of $0.5 million relating to a reduction in an asset retirement obligation associated with a facility that has been partially vacated, and (v) a recovery of $1.7 million of negative goodwill related to the acquisition of Burntsand Inc. recorded on a retroactive basis.