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 March 31,						Nine Months Ended March 31,
	2015			2014			2015			2014
OpenText/Actuate Restructuring Plan	$	2,071		$	—		$	2,071		$	—
OpenText/GXS Restructuring Plan	455			11,538			4,647			11,538
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(1,275		)	1,385			(1,600		)	8,002
Acquisition-related costs	1,506			3,491			4,284			9,229
Other charges (recoveries)	2,865			(512		)	(5,370		)	(2,868		)
Total	$	5,622		$	15,902		$	4,032		$	25,901

OpenText/Actuate 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). 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 March 31, 2015, we expect total costs to be incurred in conjunction with the OpenText/Actuate Restructuring Plan to be approximately $7.0 to $10.0 million, of which $2.1 million has already been recorded within Special charges to date. We expect the OpenText/Actuate 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 nine months ended March 31, 2015 is shown below.



OpenText/Actuate Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2014	$	—		$	—		$	—
Accruals and adjustments	1,886			185			2,071
Cash payments	(813		)	(2		)	(815		)
Foreign exchange	(25		)	—			(25		)
Balance as of March 31, 2015	$	1,048		$	183		$	1,231

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.

Since the inception of the plan $24.0 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 nine months ended March 31, 2015 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	5,244			(597		)	4,647
Cash payments	(5,437		)	(2,153		)	(7,590		)
Foreign exchange	(703		)	(266		)	(969		)
Balance as of March 31, 2015	$	4,155		$	3,012		$	7,167

Acquisition-related costs

Included within Special charges for the three and nine months ended March 31, 2015 are costs incurred directly in relation to acquisitions in the amount of $1.4 million and $3.9 million, respectively (three and nine months ended March 31, 2014—$3.1 million and $8.1 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, 2015 in the amount of $0.1 million and $0.4 million, respectively (three and nine months ended March 31, 2014—$0.4 million and $1.1 million, respectively).

Other charges (recoveries)

For the three months ended March 31, 2015, "Other charges" primarily includes (i) $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of Term Loan A (see note 10) and (ii) $2.1 million relating to post-business combination compensation obligations, associated with the acquisition of Actuate. These charges were offset by a recovery of $2.8 million relating to certain pre-acquisition tax liabilities being released upon settlement.

For the nine months ended March 31, 2015, "Other 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 $2.4 million relating to certain pre-acquisition tax liabilities becoming statute barred and (iii) a recovery of $1.3 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 and $2.1 million relating to post-business combination compensation obligations associated with the acquisition of Actuate.

Included within "Other charges" for the three and nine months ended March 31, 2014 is a net recovery of $0.5 million and $4.3 million, respectively, relating to a reduction of certain pre-acquisition tax liabilities, including related interest. In addition to the recovery, included for the nine months ended March 31, 2014 is a charge of $1.4 million relating to a settlement agreement reached in connection with the acquisition of IXOS Software AG in February 2004.