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 miscellaneous charges.



	Three Months Ended March 31,						Nine Months Ended March 31,
	2016			2015			2016			2015
Fiscal 2015 Restructuring Plan	751			2,071			21,780			2,071
OpenText/GXS Restructuring Plan	28			455			(2,006		)	4,647
Restructuring Plans prior to OpenText/GXS Restructuring Plan	—			(1,275		)	4			(1,600		)
Acquisition-related costs	855			1,506			2,015			4,284
Other charges (recoveries)	(3,305		)	2,865			2,961			(5,370		)
Total	$	(1,671	)	$	5,622		$	24,754		$	4,032

Fiscal 2015 Restructuring Plan

In the third quarter of Fiscal 2015 and in the context of the acquisition of Actuate Corporation (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 March 31, 2016, 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 $30.1 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 Fiscal 2016.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2016 is shown below.



Fiscal 2015 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2015	$	3,842		$	2,126		$	5,968
Accruals and adjustments	16,971			4,809			21,780
Cash payments	(15,129		)	(1,829		)	(16,958		)
Foreign exchange	(666		)	368			(298		)
Balance as of March 31, 2016	$	5,018		$	5,474		$	10,492

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 $25.3 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, 2016 are shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2015	$	2,846		$	4,436		$	7,282
Accruals and adjustments	(458		)	(1,547		)	(2,005		)
Cash payments	(494		)	(1,541		)	(2,035		)
Foreign exchange	(208		)	(566		)	(774		)
Balance as of March 31, 2016	$	1,686		$	782		$	2,468

Acquisition-related costs

Included within "Special charges" for the three and nine months ended March 31, 2016 are costs incurred directly in relation to acquisitions in the amount of $0.7 million and $1.9 million, respectively (three and nine months ended March 31, 2015—$1.4 million and $3.9 million, respectively). We incurred $0.1 million costs relating to financial advisory, legal, valuation and audit services and other miscellaneous costs necessary to integrate acquired companies into our organization during the three and nine months ended March 31, 2016 (three and nine months ended March 31, 2015—$0.1 million and $0.4 million, respectively).

Other charges (recoveries)

ERP Implementation Costs

We are currently involved in a one-time project to implement a broad enterprise resource planning (ERP) system. The project is expected to be completed within our fiscal year ended June 30, 2017.

For the three and nine months ended March 31, 2016, we incurred costs of $1.1 million and $5.9 million, respectively, relating to this project.

Other costs

For the three months ended March 31, 2016, "Other costs" primarily includes (i) a charge of $0.6 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and to reorganize certain legal entities and (ii) $0.2 million relating to assets disposed in connection with a restructured facility. These charges were offset by (i) a recovery of $4.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement and (ii) the release of $0.6 million relating to interest on certain pre-acquisition liabilities becoming statute barred.

For the nine months ended March 31, 2016, "Other costs" primarily includes (i) a charge of $1.5 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and to reorganize certain legal entities, (ii) $1.1 million relating to the assets disposed in connection with a restructured facility and (iii) $0.4 million of other miscellaneous charges. These charges were offset by (i) a recovery of $5.2 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred and (ii) a recovery of $0.7 million relating to interest being released on certain pre-acquisition liabilities becoming statute barred.

Included within "Other costs" for the three months ended March 31, 2015 is (i) a charge of $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of our previously existing $600 million term loan facility (Term Loan A) and (ii) a charge of $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 sales and use tax liabilities being released upon settlement.

Included within "Other recoveries" for the nine months ended March 31, 2015 is (i) a recovery of $8.8 million relating to certain pre-acquisition tax liabilities being released upon settlement, (ii) a recovery of $2.4 million relating to certain pre-acquisition sales and use 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.