SPECIAL CHARGES (RECOVERIES)

Special charges (recoveries) include costs and recoveries 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 charges.



	Year Ended June 30,
	2017			2016			2015
Fiscal 2017 Restructuring Plan	$	33,827		$	—		$	—
Fiscal 2015 Restructuring Plan	(1,517		)	22,179			8,218
OpenText/GXS Restructuring Plan	1,191			(3,427		)	8,163
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(14		)	(108		)	(1,809		)
Acquisition-related costs	15,938			7,710			4,462
Other charges (recoveries)	14,193			8,492			(6,211		)
Total	$	63,618		$	34,846		$	12,823

Fiscal 2017 Restructuring Plan

During Fiscal 2017 and in the context of our acquisition of Recommind, CCM Business and ECD Business, we began to implement restructuring activities to streamline our operations (collectively referred to as the Fiscal 2017 Restructuring Plan). The Fiscal 2017 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, 2017, we expect total costs to be incurred in conjunction with the Fiscal 2017 Restructuring Plan to be approximately $45.0 million, of which $33.8 million has already been recorded within "Special charges (recoveries)" to date.

A reconciliation of the beginning and ending liability for the year ended June 30, 2017 is shown below.



Fiscal 2017 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	—		$	—		$	—
Accruals and adjustments	31,595			2,232			33,827
Cash payments	(16,156		)	(456		)	(16,612		)
Foreign exchange and other non-cash adjustments	(5,394		)	(407		)	(5,801		)
Balance payable as at June 30, 2017	$	10,045		$	1,369		$	11,414

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.

Since the inception of the plan, $28.9 million has been recorded within "Special charges (recoveries)" to date. 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, 2017 and 2016 are shown below.



Fiscal 2015 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	3,145		$	5,046		$	8,191
Accruals and adjustments	(1,161		)	(357		)	(1,518		)
Cash payments	(1,694		)	(1,358		)	(3,052		)
Foreign exchange and other non-cash adjustments	(83		)	(40		)	(123		)
Balance payable as at June 30, 2017	$	207		$	3,291		$	3,498



Fiscal 2015 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2015	$	3,842		$	2,126		$	5,968
Accruals and adjustments	17,249			4,930			22,179
Cash payments	(17,290		)	(2,361		)	(19,651		)
Foreign exchange	(656		)	351			(305		)
Balance payable as of June 30, 2016	$	3,145		$	5,046		$	8,191

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, $24.9 million has been recorded within "Special charges (recoveries)". 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, 2017 and 2016 are shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	115		$	606		$	721
Accruals and adjustments	74			1,117			1,191
Cash payments	—			(530		)	(530		)
Foreign exchange and other non-cash adjustments	(92		)	63			(29		)
Balance payable as at June 30, 2017	$	97		$	1,256		$	1,353



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance as of June 30, 2015	$	2,846		$	4,436		$	7,282
Accruals and adjustments	(1,878		)	(1,549		)	(3,427		)
Cash payments	(648		)	(1,715		)	(2,363		)
Foreign exchange	(205		)	(566		)	(771		)
Balance payable as at June 30, 2016	$	115		$	606		$	721

Acquisition-related costs

Included within "Special charges (recoveries)" for the year ended June 30, 2017 are costs incurred directly in relation to acquisitions in the amount of $15.9 million (June 30, 2016—$7.7 million; June 30, 2015—$4.5 million).

Other charges (recoveries)

ERP Implementation Costs

We are currently involved in a one-time project to implement a broad enterprise resource planning (ERP) system.

For the year ended June 30, 2017, we incurred costs of $11.0 million relating to the implementation of this project (June 30, 2016—$8.5 million; June 30, 2015—nil).

Other charges (recoveries)

For the year ended June 30, 2017, "Other charges" primarily include (i) a net charge of $6.5 million relating to commitment fees, (ii) $1.4 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and (iii) $0.8 million relating to assets disposed in connection with a restructured facility. These charges were partially offset by (i) a recovery of $4.5 million relating to certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred and (ii) $1.3 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.

For the year ended June 30, 2016, "Other charges" primarily include (i) a charge of $4.8 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations and costs incurred to reorganize certain legal entities including consolidation of intellectual property, (ii) $1.1 million relating to assets disposed in connection with a restructured facility and (iii) $0.3 million of other miscellaneous charges. These charges were offset by (i) a recovery of $5.7 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred, and (ii) a recovery of $0.5 million relating to interest and pre-acquisition liabilities being released on becoming statute barred.

Included within "Other recoveries" for the year ended June 30, 2015 is (i) a recovery of $11.5 million relating to certain pre-acquisition sales and use tax liabilities being released upon settlement or becoming statute barred and (ii) a recovery of $1.4 million relating to interest released on certain pre-acquisition liabilities. These recoveries were offset by (i) $2.9 million relating to the write-off of unamortized debt issuance costs associated with the repayment of a $600 million term loan facility, (ii) $2.1 million relating to post-business combination compensation obligations associated with the acquisition of Actuate Corporation and (iii) $1.2 million relating to a reduction in leasehold improvements associated with a restructured facility. The remaining amounts relate to miscellaneous other charges.