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.



	Three Months Ended March 31,					Nine Months Ended March 31,
	2014			2013		2014			2013
OpenText/GXS Restructuring Plan	$	11,538		$	—	$	11,538		$	—
Fiscal 2014 Restructuring Plan	1,446			—		7,997			—
Fiscal 2013 Restructuring Plan	(61		)	3,076		271			11,338
Fiscal 2012 Restructuring Plan	—			237		(266		)	1,224
Restructuring Plans prior to Fiscal 2012	—			—		—			(386		)
Acquisition-related costs	3,491			1,148		9,229			2,760
Other charges	(512		)	983		(2,868		)	2,331
Total	$	15,902		$	5,444	$	25,901		$	17,267

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

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 March 31, 2014, we expect total costs to be incurred in conjunction with the OpenText/GXS Restructuring Plan to be approximately $28.0 million, of which $11.5 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.

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.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2014 is shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	—		$	—		$	—
Accruals and adjustments	11,028			510			11,538
Cash payments	(3,925		)	—			(3,925		)
Foreign exchange	(235		)	(17		)	(252		)
Balance as of March 31, 2014	$	6,868		$	493		$	7,361

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. We do not expect to incur substantially more charges under the Fiscal 2014 Restructuring Plan as we execute the remaining restructuring actions. As of March 31, 2014, we expect total costs to be incurred in conjunction with the Fiscal 2014 Restructuring Plan to be approximately $8.5 million, of which $8.0 million has already been recorded within Special charges to date.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2014 is shown below.



Fiscal 2014 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2013	$	—		$	—		$	—
Accruals and adjustments	6,318			1,679			7,997
Cash payments	(4,600		)	(415		)	(5,015		)
Foreign exchange	208			50			258
Balance as of March 31, 2014	$	1,926		$	1,314		$	3,240

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, $16.0 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 nine months ended March 31, 2014 is 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	903			(632		)	271
Cash payments	(3,413		)	(1,481		)	(4,894		)
Foreign exchange	(18		)	69			51
Balance as of March 31, 2014	$	677		$	2,352		$	3,029

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.

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 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 nine months ended March 31, 2014 is 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	—			(708		)	(708		)
Foreign exchange	(2		)	56			54
Balance as of March 31, 2014	$	41		$	1,334		$	1,375

Acquisition-related costs

Included within Special charges for the three and nine months ended March 31, 2014 are costs incurred directly in relation to acquisitions in the amount of $3.1 million and $8.1 million, respectively (three and nine months ended March 31, 2013—$0.6 million and $1.8 million, respectively). 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 three and nine months ended March 31, 2014 in the amount of $0.4 million and $1.1 million, respectively (three and nine months ended March 31, 2013—$0.6 million and $1.0 million, respectively).

Other charges

For the three months ended March 31, 2014 "Other charges" includes a charge of $0.7 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities and a recovery of $1.2 million as a result of a reduction of certain EasyLink pre-acquisition sales tax liabilities.

For the nine months ended March 31, 2014 "Other charges" includes a charge of $1.4 million relating to a settlement agreement reached in connection with the acquisition of IXOS Software AG in February 2004, a charge of $1.5 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities, and a recovery of $5.8 million relating to a reduction of certain EasyLink pre-acquisition sales tax liabilities.

Included within "Other charges" for the three months ended March 31, 2013 is a charge of approximately $0.6 million relating to interest accrued on certain EasyLink pre-acquisition sales tax liabilities and an additional charge of $0.4 million relating to an allocated portion of a litigation settlement, reached in relation to a legacy acquisition litigation matter. For the nine months ended March 31, 2013 "Other charges" include a charge of $1.9 million relating to interest accrued on certain pre-acquisition sales tax liabilities and the additional charge of $0.4 million referred to above.