GCP's Board of Directors approves all major restructuring and repositioning programs. Restructuring may involve the discontinuation of significant product lines or the shutdown of significant facilities. From time to time, GCP takes additional restructuring actions, including involuntary employee terminations that are not a part of a major program. Repositioning activities generally represent major strategic or transformational actions to enhance the value and performance of the Company, improve business efficiency or optimize the Company’s footprint.

Repositioning expenses associated with the Plans discussed below, as well as a review of strategic, financial and operational alternatives, are primarily related to consulting, professional services, and other employee-related costs associated with the Company’s organizational realignment and advancing its technology strategy. Due to the scope and complexity of the Company’s repositioning activities, the range of estimated repositioning expenses and capital expenditures could increase or decrease and the timing of incurrence could change.

On February 22, 2019, the Board of Directors approved a business restructuring and repositioning plan (the “2019 Plan”). The 2019 Plan is focused on GCP’s global supply chain strategy, processes and execution, including its manufacturing, purchasing, logistics, and warehousing operations. The plan also addresses GCP’s service delivery model, primarily in North America, to streamline the Company’s pursuit of combined admixture and VERIFI^® opportunities.

The Company expects to incur total pre-tax costs in connection with the 2019 Plan of approximately $15 million to $20 million, of which costs ranging from approximately $4 million to $7 million are related to restructuring and asset impairments, and costs of approximately $11 million to $13 million are related to repositioning. In addition, the Company expects to incur approximately $2 million to $3 million of capital expenditures associated with the program.

Total expected restructuring costs consist of approximately $2 million to $3 million of severance and other employee-related costs, $1 million to $3 million of other associated costs, and approximately $1 million of asset impairments. As of September 30, 2019, GCP incurred $0.7 million of restructuring costs in connection with the 2019 Plan, of which $0.4 million was related to the SCC segment and $0.3 million was related to the SBM segment.

Repositioning costs consist primarily of consulting services to assist GCP in advancing its technology strategy. During the three and nine months ended September 30, 2019, GCP incurred repositioning expenses of $3.1 million and $6.4 million, respectively, related to the 2019 Plan. Additionally, the Company incurred $0.4 million of capital expenditures under the 2019 Plan since its inception.

Cash payments made for repositioning under the 2019 Plan for the three and nine months ended September 30, 2019 were $1.4 million and $3.7 million, respectively, which included capital expenditures of $0.1 million and $0.3 million, respectively. With the exception of asset impairments, substantially all of the restructuring and repositioning expenses are expected to be settled in cash and completed by December 31, 2020.

On July 31, 2019, the Board approved a business restructuring and repositioning plan to further optimize the design and footprint of the Company's global organization, primarily with respect to its general administration and business support functions, and streamline cross-functional activities (the “2019 Phase 2 Plan”).

The Company expects to incur total pre-tax costs in connection with the 2019 Phase 2 Plan of approximately $30 million to $35 million, of which costs ranging from approximately $23 million to $27 million are related to restructuring and asset impairments and costs of approximately $7 million to $8 million are related to repositioning. The Company expects to incur approximately $2 million of capital expenditures associated with the program.

Total expected restructuring activity costs consist of approximately $19 million to $22 million of severance and other employee-related costs and $4 million to $5 million of other associated costs. Total restructuring costs recognized under the 2019 Phase 2 Plan during the three and nine months ended September 30, 2019 were $2.9 million, of which $1.7 million was attributable to the SCC segment and $1.2 million was attributable to the SBM segment. The 2019 Phase 2 Plan is expected to result in the net reduction of approximately 8%-10% of the Company's workforce.

Repositioning costs consist primarily of consulting services and employee-related costs to assist with the Company's organizational realignment. During the three and nine months ended September 30, GCP incurred repositioning expenses of $0.4 million. With the exception of asset impairments, substantially all of the restructuring and repositioning expenses are expected to be settled in cash and completed by December 31, 2020.

On August 1, 2018, the Board of Directors of the Company approved a business restructuring and repositioning plan. The 2018 Plan is designed to streamline operations and improve profitability, primarily within the concrete admixtures product line of the SCC segment, by focusing on the Company's core markets, rationalizing non-profitable geographies within the SCC and SBM segments, reducing its global cost structure and accelerating the integration of VERIFI^® into the Company’s global admixtures business.

The Company expects to incur total costs in connection with the 2018 Plan of approximately $32 million to $35 million, of which $21 million to $24 million relate to restructuring and asset impairments, and $11 million relate to repositioning. Additionally, GCP expects to incur $1 million to $2 million of capital expenditures associated with the 2018 Plan.

Total expected restructuring activity costs consist of approximately $12 million to $13 million of severance and other employee-related costs, $7 million to $8 million of asset impairments, $1 million of facility exit costs and $1 million to $2 million of other associated costs. Total expected restructuring activity costs are attributable as follows: (i) $16.0 million to $18.0 million to the SCC segment, and (ii) $5.0 million to $6.0 million to the SBM segment. Substantially all of the restructuring expenses are expected to be completed by December 31, 2019 and result in the net reduction of approximately 8%-10% of the Company's workforce.

As of September 30, 2019, the cumulative restructuring activity costs recognized under the 2018 Plan since inception were $21.1 million, of which $15.7 million was attributable to the SCC segment and $5.4 million was attributable to the SBM segment. Cumulative restructuring activity costs incurred to date consisted of $11.7 million of severance and employee-related costs, $7.8 million of asset impairments charges, $0.6 million of facility exit costs and $1.0 million of other associated costs.

During the three and nine months ended September 30, 2019, GCP incurred repositioning expenses of $0.2 million and $5.3 million, respectively. During the three and nine months ended September 30, 2018, GCP incurred repositioning expenses of $2.6 million. As of September 30, 2019, the cumulative repositioning activity costs and capital expenditures recognized for the 2018 Plan since its inception were approximately $10.6 million and $0.8 million, respectively.

As of September 30, 2019, cash payments for repositioning for the nine months ended September 30, 2019 were $8.7 million, which included $0.8 million for capital expenditures. As of September 30, 2019, cumulative cash payments made for repositioning under the 2018 Plan from its inception amounted to $8.9 million, including capital expenditures. With the exception of asset impairments, the Company expects to settle all of the restructuring and repositioning costs related to the 2018 Plan in cash.

As of September 30, 2019, the restructuring activities were substantially completed. As of September 30, 2019, the cumulative restructuring activity costs recognized under the 2017 Plan since its inception were $19.1 million which were attributable as follows: (i) $4.6 million to the SCC segment, (ii) $3.3 million to the SBM segment, (iii) $2.8 million to the Corporate function, and (iv) $8.4 million to discontinued operations. Cumulative restructuring activity costs incurred to date consisted of $17.4 million of severance and employee-related costs, $1.5 million of asset impairments, and $0.2 million of facility exit costs.

Additionally, GCP expects to incur approximately $10 million to $15 million of capital expenditures related to repositioning, which includes the build-out of two manufacturing plants in Asia Pacific that will replace shared facilities sold as a part of the Darex divestiture. GCP expects all of its repositioning expenses to be classified within continuing operations and substantially completed by March 31, 2020.

As of September 30, 2019, the cumulative repositioning activity costs and capital expenditures recognized for the 2017 Plan since its inception were approximately $9.5 million and $11.3 million, respectively. During the three and nine months ended September 30, 2019, GCP incurred repositioning expenses of $0.4 million and $0.7 million, respectively. During the three and nine months ended September 30, 2018, GCP incurred repositioning expenses of $1.1 million and $3.1 million, respectively.

During the nine months ended September 30, 2019, total cash payments related to such repositioning expenses were $3.7 million, which included $2.0 million for capital expenditures. As of September 30, 2019, cumulative cash payments made for repositioning under the 2017 Plan from its inception amounted to $17.8 million, including capital expenditures. The Company expects to settle in cash substantially all of the costs related to the 2017 Plan.

The following restructuring expenses and asset impairment charges were incurred under the plans discussed above and other plans during each period:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
Severance and other employee costs	$	3.6	$	10.0	$	4.1	$	9.3
Asset impairments	0.1		4.1		4.1		4.5
Facility exit costs	—		0.2		—		0.2
Other associated costs	0.2		—		0.9		—
Total restructuring expenses and asset impairments	$	3.9	$	14.3	$	9.1	$	14.0
Less: restructuring expenses and asset impairments reflected in discontinued operations	0.1		—		0.3		0.8
Total restructuring expenses and asset impairments from continuing operations	$	3.8	$	14.3	$	8.8	$	13.2

GCP incurred restructuring expenses and asset impairment charges related to its two operating segments and Corporate function as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2019		2018		2019		2018
SCC	$	1.5	$	11.9	$	3.4	$	10.9
SBM	0.7		2.3		3.9		1.9
Corporate	1.6		0.1		1.5		0.4
Total restructuring expenses and asset impairments from continuing operations	$	3.8	$	14.3	$	8.8	$	13.2
Restructuring expenses and asset impairments reflected in discontinued operations	0.1		—		0.3		0.8
Total restructuring expenses and asset impairments	$	3.9	$	14.3	$	9.1	$	14.0

Restructuring liabilities were $4.8 million and $10.2 million, respectively, as of September 30, 2019 and December 31, 2018. These liabilities are included within “Other current liabilities” in the accompanying unaudited Consolidated Balance Sheets. GCP settled in cash substantially all of the remaining liabilities related to the 2017 Plan during the nine months ended September 30, 2019. GCP expects to settle in cash substantially all of the remaining liabilities related to the 2018 Plan by December 31, 2019.

The following table summarizes the Company’s restructuring liability activity:



	2019 Plan			2019 Phase 2 Plan			2018 Plan									2017 Plan
(In millions)	Severance and other employee costs			Severance and other employee costs			Severance and other employee costs			Facility exit costs			Other Costs			Severance and other employee costs			Other plans			Total
Balance, December 31, 2018	$	—		$	—		$	7.7		$	0.2		$	—		$	1.8		$	0.5		$	10.2
Expense⁽¹⁾	—			—			0.4			—			0.1			—			(0.1		)	0.4
Payments	—			—			(2.2		)	(0.1		)	—			(1.5		)	(0.2		)	(4.0		)
Impact of foreign currency and other	—			—			(0.1		)	—			—			—			(0.1		)	(0.2		)
Balance, March 31, 2019	$	—		$	—		$	5.8		$	0.1		$	0.1		$	0.3		$	0.1		$	6.4
Expense⁽¹⁾	—			—			—			—			0.2			(0.1		)	0.3			0.4
Payments	—			—			(2.3		)	(0.1		)	(0.2		)	(0.1		)	(0.4		)	(3.1		)
Impact of foreign currency and other	—			—			—			—			—			0.1			—			0.1
Balance, June 30, 2019	$	—		$	—		$	3.5		$	—		$	0.1		$	0.2		$	—		$	3.8
Expense⁽¹⁾	0.7			2.9			(0.1		)	—			0.1			0.1			—			3.7
Payments	(0.3		)	(0.5		)	(1.6		)	—			(0.1		)	(0.1		)	—			(2.6		)
Impact of foreign currency and other	—			—			(0.1		)	—			—			—			—			(0.1		)
Balance, September 30, 2019	$	0.4		$	2.4		$	1.7		$	—		$	0.1		$	0.2		$	—		$	4.8

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On February 27, 2019, the Company announced a comprehensive review of strategic alternatives to enhance shareholder value. Over the course of this review, GCP contacted and engaged with both strategic industry players and private equity investors. This process did not result in a transaction that would provide adequate value to the Company's shareholders, and as a result, GCP has determined that it will be pursuing its standalone strategic and financial plan. During the three and nine months ended September 30, 2019, GCP incurred $0.3 million and $2.8 million, respectively, of repositioning expenses related to its Strategic Alternatives Plan, primarily consisting of professional service fees. Cash payments made for repositioning under the Strategic Plan for the three and nine months ended September 30, 2019 were $0.5 million.