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.



	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
Fiscal 2017 Restructuring Plan	$	18,888		$	—		$	20,744		$	—
Fiscal 2015 Restructuring Plan	(28		)	751			(2,667		)	21,780
OpenText/GXS Restructuring Plan	(37		)	28			814			(2,006		)
Restructuring Plans prior to OpenText/GXS Restructuring Plan	(3		)	—			(19		)	4
Acquisition-related costs	4,639			855			15,305			2,015
Other charges (recoveries)	(2,873		)	(3,305		)	9,980			2,961
Total	$	20,586		$	(1,671	)	$	44,157		$	24,754

Fiscal 2017 Restructuring Plan

During Fiscal 2017 and in the context of our acquisition of Recommind, the CCM Business and the 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 March 31, 2017, we expect total costs to be incurred in conjunction with the Fiscal 2017 Restructuring Plan to be approximately $45.0 million, of which $20.7 million has already been recorded within "Special charges (recoveries)" to date.

A reconciliation of the beginning and ending liability for the nine months ended March 31, 2017 is shown below.



Fiscal 2017 Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	—		$	—		$	—
Accruals and adjustments	19,744			1,000			20,744
Cash payments	(6,528		)	(326		)	(6,854		)
Foreign exchange and other non-cash adjustments	(5,710		)	(103		)	(5,813		)
Balance payable as at March 31, 2017	$	7,506		$	571		$	8,077

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, $27.7 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 nine months ended March 31, 2017 is 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	(1,143		)	(1,524		)	(2,667		)
Cash payments	(1,674		)	(850		)	(2,524		)
Foreign exchange and other non-cash adjustments	(131		)	(73		)	(204		)
Balance payable as at March 31, 2017	$	197		$	2,599		$	2,796

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 nine months ended March 31, 2017 is shown below.



OpenText/GXS Restructuring Plan	Workforce reduction			Facility costs			Total
Balance payable as at June 30, 2016	$	115		$	606		$	721
Accruals and adjustments	224			590			814
Cash payments	—			(431		)	(431		)
Foreign exchange and other non-cash adjustments	(101		)	30			(71		)
Balance payable as at March 31, 2017	$	238		$	795		$	1,033

Acquisition-related costs

Included within "Special charges (recoveries)" for the three and nine months ended March 31, 2017 are costs incurred directly in relation to acquisitions in the amount of $4.6 million and $15.3 million, respectively (three and nine months ended March 31, 2016—$0.9 million and $2.0 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.

For the three and nine months ended March 31, 2017, we incurred costs of $2.6 million and $7.3 million, respectively, relating to the implementation of this project (three and nine months ended March 31, 2016—$1.1 million and $5.9 million, respectively).

Other charges (recoveries)

For the three months ended March 31, 2017, "Other recoveries" primarily include (i) a net recovery of $2.7 million relating to commitment fees, (ii) $1.6 million relating to a recovery on certain interest on pre-acquisition liabilities becoming statute barred, and (iii) $1.3 million relating to a recovery on certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred.

For the nine months ended March 31, 2017, "Other charges" primarily include (i) a net charge of $6.5 million relating to commitment fees and (ii) $1.2 million relating to post-acquisition integration costs necessary to streamline an acquired company into our operations. These charges were partially offset by (i) a recovery of $3.8 million relating to certain pre-acquisition sales and use tax liabilities being released upon becoming statute barred and (ii) $1.4 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 three months ended March 31, 2016, "Other charges" primarily include (i) $0.6 million relating to post-acquisition integration costs necessary to streamline acquired companies 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) a recovery of $0.6 million relating to interest on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.

For the nine months ended March 31, 2016, "Other charges" primarily include (i) $1.5 million relating to post-acquisition integration costs necessary to streamline acquired companies into our operations and to reorganize certain legal entities, and (ii) $1.1 million relating to assets disposed in connection with a restructured facility. These charges were partially 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 on certain pre-acquisition liabilities becoming statute barred. The remaining amounts relate to miscellaneous other charges.