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,
	2014			2013			2012
OpenText/GXS Restructuring Plan	$	19,306		$	—		$	—
Fiscal 2014 Restructuring Plan	7,620			—			—
Fiscal 2013 Restructuring Plan	138			15,754			—
Fiscal 2012 Restructuring Plan	(266		)	971			16,897
Restructuring Plans prior to Fiscal 2012	—			(386		)	1,122
Acquisition-related costs	10,074			4,925			5,115
Other charges	(5,558		)	2,770			1,389
Total	$	31,314		$	24,034		$	24,523

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

For each of these plans, 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 conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

OpenText/GXS Restructuring Plan

In the third quarter of Fiscal 2014 and in the context of the acquisition of GXS, we began to implement restructuring activities to streamline our operations (OpenText/GXS Restructuring Plan). These charges relate to workforce reductions and facility consolidations. We expect to incur more charges under the OpenText/GXS Restructuring Plan as we execute the remaining restructuring actions. As of June 30, 2014, we expect total costs to be incurred in conjunction with the OpenText/GXS Restructuring Plan to be approximately $30.0 million, of which $19.3 million has already been recorded within Special charges to date. We expect the OpenText/GXS Restructuring Plan to be substantially completed by the end of our next fiscal year.

A reconciliation of the beginning and ending liability for the year ended June 30, 2014 is shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	—		$	—		$	—
Accruals and adjustments	13,017			6,289			19,306
Cash payments	(7,739		)	(415		)	(8,154		)
Foreign exchange	(227		)	154			(73		)
Balance as of June 30, 2014	$	5,051		$	6,028		$	11,079

Fiscal 2014 Restructuring Plan

In the first quarter of Fiscal 2014, we began to implement restructuring activities to streamline our operations (Fiscal 2014 Restructuring Plan). These charges relate to workforce reductions and facility consolidations.

Since the inception of the Fiscal 2014 Restructuring Plan, $7.6 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2014 Restructuring Plan.

A reconciliation of the beginning and ending liability for the year ended June 30, 2014 is shown below.



Fiscal 2014 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	—		$	—		$	—
Accruals and adjustments	6,337			1,283			7,620
Cash payments	(5,772		)	(601		)	(6,373		)
Foreign exchange	187			10			197
Balance as of June 30, 2014	$	752		$	692		$	1,444

Fiscal 2013 Restructuring Plan

In the first quarter of Fiscal 2013, we began to implement restructuring activities to streamline our operations (Fiscal 2013 Restructuring Plan). These charges relate to workforce reductions and facility consolidations.

Since the inception of the Fiscal 2013 Restructuring Plan, $15.9 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2013 Restructuring Plan.

A reconciliation of the beginning and ending liability for the years ended June 30, 2014 and June 30, 2013 are shown below.



Fiscal 2013 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	3,205		$	4,396		$	7,601
Accruals and adjustments	944			(806		)	138
Cash payments	(3,502		)	(1,779		)	(5,281		)
Foreign exchange	(5		)	88			83
Balance as of June 30, 2014	$	642		$	1,899		$	2,541



Fiscal 2013 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2012	$	—		$	—		$	—
Accruals and adjustments	9,970			5,784			15,754
Cash payments	(6,713		)	(1,389		)	(8,102		)
Foreign exchange	(52		)	1			(51		)
Balance as of June 30, 2013	$	3,205		$	4,396		$	7,601

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.

Since the inception of the Fiscal 2012 Restructuring Plan, $17.6 million of costs have been recorded within Special charges. We do not expect to incur any further significant charges related to the Fiscal 2012 Restructuring Plan.

A reconciliation of the beginning and ending liability for the years ended June 30, 2014, June 30, 2013 and June 30, 2012 are shown below.



Fiscal 2012 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	309		$	1,986		$	2,295
Accruals and adjustments	(266		)	—			(266		)
Cash payments	—			(919		)	(919		)
Foreign exchange	(1		)	52			51
Balance as of June 30, 2014	$	42		$	1,119		$	1,161



Fiscal 2012 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2012	$	4,422		$	3,355		$	7,777
Accruals and adjustments	1,155			(184		)	971
Cash payments	(5,201		)	(1,259		)	(6,460		)
Foreign exchange	(67		)	74			7
Balance as of June 30, 2013	$	309		$	1,986		$	2,295



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

Acquisition-related costs

Included within Special charges for the year ended June 30, 2014 are costs incurred directly in relation to acquisitions in the amount of $8.6 million (June 30, 2013—$2.9 million, June 30, 2012—$1.8 million). Additionally, we incurred costs relating to financial advisory, legal, valuation and audit services and other miscellaneous costs necessary to integrate acquired companies into our organization for the year ended June 30, 2014 in the amount of $1.5 million (June 30, 2013—$2.0 million, June 30, 2012—$3.3 million).

Other charges

Included within "Other charges" for the year ended June 30, 2014 is a net recovery of $7.0 million relating to a reduction of certain pre-acquisition tax liabilities, along with the associated interest accrual. This recovery was offset by a charge of $1.4 million relating to a settlement agreement reached in connection with the acquisition of IXOS Software AG in February 2004.

Included within "Other charges" for the year ended June 30, 2013 are charges of $1.9 million relating to interest accrued on certain pre-acquisition sales tax liabilities, a charge of $0.4 million relating to an allocated portion of a litigation settlement reached in relation to a legacy acquisition litigation matter, and a charge of $0.5 million relating to miscellaneous other charges.

Included within "Other charges" for the year ended June 30, 2012 is a recovery of $0.8 million relating to a reduction in an asset retirement obligation associated with a leased facility, a recovery of $0.5 million relating to a new sublease on a restructured facility acquired in a prior period and $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 our new credit facility on November 9, 2011.