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.



	Three Months Ended December 31,					Six Months Ended December 31,
	2014			2013		2014			2013
OpenText/GXS Restructuring Plan	$	1,386		$	—	$	4,192		$	—
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(412		)	1,821		(325		)	6,617
Acquisition-related costs	2,342			4,434		2,778			5,738
Other charges (recoveries)	(9,075		)	13		(8,235		)	(2,356		)
Total	$	(5,759	)	$	6,268	$	(1,590	)	$	9,999

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. 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 December 31, 2014, we expect total costs to be incurred in conjunction with the OpenText/GXS Restructuring Plan to be approximately $30.0 million, of which $23.5 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 current fiscal year.

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



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2014	$	5,051		$	6,028		$	11,079
Accruals and adjustments	4,781			(589		)	4,192
Cash payments	(4,236		)	(1,573		)	(5,809		)
Foreign exchange	(391		)	(224		)	(615		)
Balance as of December 31, 2014	$	5,205		$	3,642		$	8,847

Acquisition-related costs

Included within Special charges for the three and six months ended December 31, 2014 are costs incurred directly in relation to acquisitions in the amount of $2.2 million and $2.5 million, respectively (three and six months ended December 31, 2013—$4.1 million and $5.0 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 six months ended December 31, 2014 in the amount of $0.1 million and $0.3 million, respectively (three and six months ended December 31, 2013—$0.3 million and $0.7 million, respectively).

Other charges

Included within "Other charges" for the three and six months ended December 31, 2014 is a net recovery of $9.1 million and $8.2 million, respectively. During the current quarter we have reversed $9.8 million relating to certain pre-acquisition tax liabilities, including related interest, based on our revised estimate of the liability and, in certain cases, due to tax years becoming statute barred.

Included within "Other charges" for the three and six months ended December 31, 2013 is a net recovery of nil and $3.8 million, respectively, relating to a reduction of certain pre-acquisition tax liabilities, including related interest. 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.