SPECIAL CHARGES (RECOVERIES)

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,
	2015			2014			2013
Fiscal 2015 Restructuring Plan	$	8,218		$	—		$	—
OpenText/GXS Restructuring Plan	8,163			19,306			—
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(1,809		)	7,492			16,339
Acquisition-related costs	4,462			10,074			4,925
Other charges (recoveries)	(6,211		)	(5,558		)	2,770
Total	$	12,823		$	31,314		$	24,034

Fiscal 2015 Restructuring Plan

In the third quarter of Fiscal 2015 and in the context of the acquisition of Actuate, we began to implement restructuring activities to streamline our operations (OpenText/Actuate Restructuring Plan). We subsequently announced, on May 20, 2015 that we were initiating a restructuring program in conjunction with organizational changes to support our cloud strategy and drive further operational efficiencies. These charges are combined with the OpenText/Actuate Restructuring Plan (collectively referred to as the Fiscal 2015 Restructuring Plan) and are presented below. The Fiscal 2015 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require 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.

As of June 30, 2015, we expect total costs to be incurred in conjunction with the Fiscal 2015 Restructuring Plan to be approximately $32.0 to $35.0 million, of which $8.0 million has already been recorded within Special charges to date. We expect the Fiscal 2015 Restructuring Plan to be substantially completed by the end of our fiscal year ended June 30, 2016.

A reconciliation of the beginning and ending liability for the year ended June 30, 2015 is shown below.



Fiscal 2015 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2014	$	—		$	—		$	—
Accruals and adjustments	6,015			2,203			8,218
Cash payments	(2,135		)	(61		)	(2,196		)
Foreign exchange	(38		)	(16		)	(54		)
Balance as of June 30, 2015	$	3,842		$	2,126		$	5,968

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, facility consolidations and other miscellaneous direct costs. These charges require 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.

Since the inception of the plan $27.5 million has been recorded within Special charges. We do not expect to incur any further significant charges related to this plan.

A reconciliation of the beginning and ending liability for the years ended June 30, 2015 and 2014 are shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Other			Total
Balance as of June 30, 2014	$	5,051		$	6,028		$	—		$	11,079
Accruals and adjustments	5,244			1,159			1,760			8,163
Cash payments	(6,848		)	(2,914		)	(1,760		)	(11,522		)
Foreign exchange	(601		)	163			—			(438		)
Balance as of June 30, 2015	$	2,846		$	4,436		$	—		$	7,282



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

Acquisition-related costs

Included within Special charges for the year ended June 30, 2015 are costs incurred directly in relation to acquisitions in the amount of $4.0 million (June 30, 2014—$8.6 million, June 30, 2013—$2.9 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, 2015 in the amount of $0.5 million (June 30, 2014—$1.5 million, June 30, 2013—$2.0 million).

Other charges (recoveries)

For the year ended ended June 30, 2015, "Other charges (recoveries)" primarily includes (i) a recovery of $8.8 million relating to certain pre-acquisition tax liabilities being released based upon settlement, (ii) a recovery of $2.7 million relating to certain pre-acquisition tax liabilities becoming statute barred and (iii) a recovery of $1.4 million relating to interest released on certain pre-acquisition liabilities. These recoveries were offset by charges of $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of Term Loan A, $2.1 million relating to post-business combination compensation obligations associated with the acquisition of Actuate and $1.2 million relating to a reduction in leasehold improvements associated with a restructured facility. The remaining amounts relate to miscellaneous other charges.

Included within "Other charges (recoveries)" 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 (recoveries)" 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.