UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended		~~March 31,~~June 30, 2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number		1-37533

GCP Applied Technologies Inc.


Delaware						47-3936076
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2325 Lakeview Parkway, Alpharetta, Georgia 30009

(Address of principal executive offices) (Zip Code)

(617) 876-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Class

Trading Symbol

Exchange on which registered

Common Stock, $0.01 par value per share

GCP

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at ~~April 30,~~July 31, 2022
Common Stock, $0.01 par value per share						~~74,011,349~~74,021,514

Table of Contents


TABLE OF CONTENTS	TABLE OF CONTENTS					TABLE OF CONTENTS
Part I.	Part I.	Financial Information				Part I.	Financial Information
		Item 1.	Financial Statements (unaudited)		3		Item 1.	Financial Statements (unaudited)		3
			Condensed Consolidated Statements of Operations		3			Condensed Consolidated Statements of Operations		3
			Condensed Consolidated Statements of Comprehensive Loss		4			Condensed Consolidated Statements of Comprehensive (Loss) Income		4
			Condensed Consolidated Balance Sheets		5			Condensed Consolidated Balance Sheets		5
			Condensed Consolidated Statements of Stockholders’ Equity		6			Condensed Consolidated Statements of Stockholders’ Equity		6
			Condensed Consolidated Statements of Cash Flows		7			Condensed Consolidated Statements of Cash Flows		7
			Notes to the Condensed Consolidated Financial Statements					Notes to the Condensed Consolidated Financial Statements
			1.	Nature of Business and Basis of Presentation	7			1.	Nature of Business and Basis of Presentation	8
			2.	Revenue from Contracts with Customers	9			2.	Revenue from Contracts with Customers	10
			3.	Restructuring and Repositioning Expenses	10			3.	Restructuring and Repositioning Expenses	10
			4.	Debt	11			4.	Debt	12
			5.	Derivatives	11			5.	Derivatives	13
			6.	Income Taxes	12			6.	Income Taxes	13
			7.	Retirement Plans	13			7.	Retirement Plans	14
			8.	Other Balance Sheet Accounts	13			8.	Other Balance Sheet Accounts	15
			9.	Accumulated Other Comprehensive Loss	14			9.	Accumulated Other Comprehensive Loss	16
			10.	Stock Incentive Plans	15			10.	Stock Incentive Plans	17
			11.	Earnings Per Share	16			11.	Earnings Per Share	18
			12.	Commitments and Contingencies	16			12.	Commitments and Contingencies	18
			13.	Related Party Transactions	18			13.	Related Party Transactions	19
			14.	Segments	19			14.	Operating Segments	20

		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
		Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31		Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34
		Item 4.	Controls and Procedures		31		Item 4.	Controls and Procedures		34
Part II.	Part II.	Other Information				Part II.	Other Information
		Item 1.	Legal Proceedings		31		Item 1.	Legal Proceedings		34
		Item 1A.	Risk Factors		32		Item 1A.	Risk Factors		35
		Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		32		Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		35
		Item 6.	Exhibits		32		Item 6.	Exhibits		36
			Signatures		34			Signatures		37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GCP Applied Technologies Inc.

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended
March 31,
2022 2021
(in millions, except per share amounts)
Net sales $ 237.3 $ 222.8
Cost of goods sold 164.3 136.3
Gross profit 73.0 86.5
Selling, general and administrative expenses 62.5 66.6
Interest expense, net 5.6 5.6
Restructuring and repositioning expenses 3.5 8.9
Other expense, net 3.1 2.8
Total costs 74.7 83.9
(Loss) income from continuing operations before income taxes (1.7) 2.6
Income tax expense (1.9) (1.0)
(Loss) income from continuing operations (3.6) 1.6
Loss from discontinued operations, net of income taxes (0.3) —
Net (loss) income (3.9) 1.6
Less: Net income attributable to noncontrolling interests (0.1) (0.1)
Net (loss) income attributable to GCP shareholders $ (4.0) $ 1.5
Amounts Attributable to GCP Shareholders:
(Loss) income from continuing operations attributable to GCP shareholders $ (3.7) $ 1.5
Loss from discontinued operations, net of income taxes (0.3) —
Net (loss) income attributable to GCP shareholders $ (4.0) $ 1.5
Earnings Per Share Attributable to GCP Shareholders
Basic earnings per share:
(Loss) income from continuing operations attributable to GCP shareholders $ (0.05) $ 0.02
Net (loss) income attributable to GCP shareholders $ (0.05) $ 0.02
Weighted average number of basic shares 74.0 73.2
Diluted earnings per share:
(Loss) income from continuing operations attributable to GCP shareholders $ (0.05) $ 0.02
Net (loss) income attributable to GCP shareholders $ (0.05) $ 0.02
Weighted average number of diluted shares 74.0 73.4


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(in millions, except per share amounts)
Net sales	$	268.4	$	253.4	$	505.7	$	476.2
Cost of goods sold	182.3		160.3		346.6		296.6
Gross profit	86.1		93.1		159.1		179.6
Selling, general and administrative expenses	64.7		64.2		127.2		130.8

Interest expense, net	5.4		5.6		11.0		11.2
Restructuring and repositioning expenses	1.1		7.0		4.6		15.9


Other expense (income), net	4.1		(1.2)		7.2		1.6


Total costs	75.3		75.6		150.0		159.5
Income from continuing operations before income taxes	10.8		17.5		9.1		20.1
Income tax expense	(3.6)		(7.0)		(5.5)		(8.0)
Income from continuing operations	7.2		10.5		3.6		12.1
Loss from discontinued operations, net of income taxes	(1.7)		(0.2)		(2.0)		(0.2)
Net income	5.5		10.3		1.6		11.9
Less: Net income attributable to noncontrolling interests	—		(0.1)		(0.1)		(0.2)
Net income attributable to GCP shareholders	$	5.5	$	10.2	$	1.5	$	11.7

Amounts Attributable to GCP Shareholders:
Income from continuing operations attributable to GCP shareholders	$	7.2	$	10.4	$	3.5	$	11.9
Loss from discontinued operations, net of income taxes	(1.7)		(0.2)		(2.0)		(0.2)
Net income attributable to GCP shareholders	$	5.5	$	10.2	$	1.5	$	11.7

Earnings Per Share Attributable to GCP Shareholders
Basic earnings per share:
Income from continuing operations attributable to GCP shareholders	$	0.10	$	0.14	$	0.05	$	0.16
Loss from discontinued operations, net of income taxes	(0.03)		—		(0.03)		—
Net income attributable to GCP shareholders	$	0.07	$	0.14	$	0.02	$	0.16

Weighted average number of basic shares	74.0		73.4		74.0		73.2

Diluted earnings per share:
Income from continuing operations attributable to GCP shareholders	$	0.10	$	0.14	$	0.05	$	0.16
Loss from discontinued operations, net of income taxes	(0.03)		—		(0.03)		—
Net income attributable to GCP shareholders	$	0.07	$	0.14	$	0.02	$	0.16

Weighted average number of diluted shares	74.1		73.6		74.2		73.4

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these ~~statements.~~statements

Table of Contents

GCP Applied Technologies Inc.

Condensed Consolidated Statements of Comprehensive ~~Loss~~(Loss) Income (unaudited)

Three Months Ended
March 31,
2022 2021
(in millions)
Net (loss) income $ (3.9) $ 1.6
Other comprehensive loss:
Defined benefit pension and postretirement plans (0.3) —
Income tax effect 0.1 —
Currency translation adjustments (1.0) (7.6)
Income tax effect (0.2) (0.4)
Derivatives (0.1) —
Total other comprehensive loss (1.5) (8.0)
Comprehensive loss (5.4) (6.4)
Less: Comprehensive income attributable to noncontrolling interests (0.1) (0.1)
Comprehensive loss attributable to GCP shareholders $ (5.5) $ (6.5)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(in millions)
Net income	$	5.5	$	10.3	$	1.6	$	11.9
Other comprehensive (loss) income:
Currency translation adjustments	(28.2)		4.8		(29.2)		(2.8)
Income tax effect	(0.3)		0.1		(0.5)		(0.3)
Defined benefit pension plans and postretirement plans	—		0.1		(0.3)		0.1
Income tax effect	—		—		0.1		—
Derivatives	0.1		—		—		—

Total other comprehensive (loss) income	(28.4)		5.0		(29.9)		(3.0)
Comprehensive (loss) income	(22.9)		15.3		(28.3)		8.9
Less: Comprehensive income attributable to noncontrolling interests	—		(0.1)		—		(0.2)
Comprehensive (loss) income attributable to GCP shareholders	$	(22.9)	$	15.2	$	(28.3)	$	8.7

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements

Table of Contents

GCP Applied Technologies Inc.

Condensed Consolidated Balance Sheets (unaudited)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(in millions, except par value and shares)					(in millions, except par value and shares)
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	471.3	$	500.6	Cash and cash equivalents	$	459.4	$	500.6
Trade accounts receivable, net	Trade accounts receivable, net	168.4		162.4		Trade accounts receivable, net	170.5		162.4
Inventories	Inventories	143.5		130.7		Inventories	149.1		130.7
Current assets held for sale	Current assets held for sale	—		22.0		Current assets held for sale	—		22.0
Other current assets	Other current assets	45.5		45.9		Other current assets	45.7		45.9
Total Current Assets	Total Current Assets	828.7		861.6		Total Current Assets	824.7		861.6
Properties and equipment, net	Properties and equipment, net	216.6		213.2		Properties and equipment, net	212.0		213.2

Goodwill	Goodwill	207.0		205.5		Goodwill	196.6		205.5
Technology and other intangible assets, net	Technology and other intangible assets, net	58.5		48.8		Technology and other intangible assets, net	54.1		48.8

Other assets	Other assets	114.7		117.5		Other assets	109.3		117.5

Total Assets	Total Assets	$	1,425.5	$	1,446.6	Total Assets	$	1,396.7	$	1,446.6
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Current maturities of long-term debt	Current maturities of long-term debt	$	1.2	$	2.1	Current maturities of long-term debt	$	0.9	$	2.1

Current liabilities held for sale	Current liabilities held for sale	—		2.6		Current liabilities held for sale	—		2.6
Accounts payable	Accounts payable	99.5		102.3		Accounts payable	108.2		102.3
Other current liabilities	Other current liabilities	111.9		124.9		Other current liabilities	100.5		124.9
Total Current Liabilities	Total Current Liabilities	212.6		231.9		Total Current Liabilities	209.6		231.9
Long-term debt	Long-term debt	348.1		348.8		Long-term debt	348.1		348.8
Defined benefit pension plans	Defined benefit pension plans	57.0		56.5		Defined benefit pension plans	57.1		56.5
Unrecognized tax benefits	Unrecognized tax benefits	41.2		41.1		Unrecognized tax benefits	41.3		41.1
Income taxes payable	Income taxes payable	24.1		24.1		Income taxes payable	22.5		24.1
Other liabilities	Other liabilities	72.7		72.3		Other liabilities	70.6		72.3

Total Liabilities	Total Liabilities	755.7		774.7		Total Liabilities	749.2		774.7
Commitments and Contingencies (Note 12)		0		0
Commitments and Contingencies - Note 12						Commitments and Contingencies - Note 12	0		0
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity

Preferred stock, par value $0.01; 50,000,000 shares authorized, no shares issued or outstanding	Preferred stock, par value $0.01; 50,000,000 shares authorized, no shares issued or outstanding	—		—		Preferred stock, par value $0.01; 50,000,000 shares authorized, no shares issued or outstanding	—		—
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 74,007,869 and 73,845,554, respectively		0.7		0.7
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 74,018,547 and 73,845,554, respectively						Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 74,018,547 and 73,845,554, respectively	0.8		0.7
Paid-in capital	Paid-in capital	84.1		80.2		Paid-in capital	84.8		80.2
Accumulated earnings	Accumulated earnings	727.5		731.5		Accumulated earnings	733.0		731.5
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(130.9)		(129.4)		Accumulated other comprehensive loss	(159.3)		(129.4)
Treasury stock	Treasury stock	(14.0)		(13.8)		Treasury stock	(14.2)		(13.8)
Total GCP’s Shareholders’ Equity	Total GCP’s Shareholders’ Equity	667.4		669.2		Total GCP’s Shareholders’ Equity	645.1		669.2
Noncontrolling interests	Noncontrolling interests	2.4		2.7		Noncontrolling interests	2.4		2.7
Total Stockholders’ Equity	Total Stockholders’ Equity	669.8		671.9		Total Stockholders’ Equity	647.5		671.9
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	1,425.5	$	1,446.6	Total Liabilities and Stockholders’ Equity	$	1,396.7	$	1,446.6

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements

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GCP Applied Technologies Inc.

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)


		Three Months Ended							Three Months Ended				Six Months Ended
		March 31,					June 30,				June 30,
		2022		2021					2022		2021		2022		2021
		(in millions)				(in millions)
Common stock	Common stock							Common stock
Balance, beginning of period	Balance, beginning of period	$	0.7	$	0.7			Balance, beginning of period	$	0.7	$	0.7	$	0.7	$	0.7

Change in common stock at par value								Change in common stock at par value	0.1		—		0.1		—
Balance, end of period	Balance, end of period	0.7		0.7				Balance, end of period	0.8		0.7		0.8		0.7
Additional paid-in-capital	Additional paid-in-capital							Additional paid-in-capital
Balance, beginning of period	Balance, beginning of period	80.2		61.9				Balance, beginning of period	84.1		65.5		80.2		61.9
Exercise of stock options								Exercise of stock options	0.1		2.1		3.8		4.3
Share-based compensation	Share-based compensation	0.2		1.4				Share-based compensation	0.6		2.6		0.8		4.0
Exercise of stock options		3.7		2.2
Balance, end of period	Balance, end of period	84.1		65.5				Balance, end of period	84.8		70.2		84.8		70.2
Accumulated earnings	Accumulated earnings							Accumulated earnings
Balance, beginning of period	Balance, beginning of period	731.5		710.3				Balance, beginning of period	727.5		711.8		731.5		710.3
Net (loss) income attributable to GCP shareholders		(4.0)		1.5
Net income attributable to GCP shareholders								Net income attributable to GCP shareholders	5.5		10.2		1.5		11.7
Balance, end of period	Balance, end of period	727.5		711.8				Balance, end of period	733.0		722.0		733.0		722.0
Accumulated other comprehensive loss	Accumulated other comprehensive loss							Accumulated other comprehensive loss
Balance, beginning of period	Balance, beginning of period	(129.4)		(110.5)				Balance, beginning of period	(130.9)		(118.5)		(129.4)		(110.5)
Other comprehensive loss		(1.5)		(8.0)
Other comprehensive (loss) income								Other comprehensive (loss) income	(28.4)		5.0		(29.9)		(3.0)
Balance, end of period	Balance, end of period	(130.9)		(118.5)				Balance, end of period	(159.3)		(113.5)		(159.3)		(113.5)
Treasury stock	Treasury stock							Treasury stock
Balance, beginning of period	Balance, beginning of period	(13.8)		(10.7)				Balance, beginning of period	(14.0)		(11.4)		(13.8)		(10.7)
Share repurchases	Share repurchases	(0.2)		(0.7)				Share repurchases	(0.2)		(0.9)		(0.4)		(1.6)
Balance, end of period	Balance, end of period	(14.0)		(11.4)				Balance, end of period	(14.2)		(12.3)		(14.2)		(12.3)
Non-controlling interests	Non-controlling interests							Non-controlling interests
Balance, beginning of period	Balance, beginning of period	2.7		2.4				Balance, beginning of period	2.4		2.5		2.7		2.4
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	0.1		0.1				Net income attributable to noncontrolling interests	—		0.1		0.1		0.2
Dividends and other changes	Dividends and other changes	(0.4)		—				Dividends and other changes	—		—		(0.4)		—
Balance, end of period	Balance, end of period	2.4		2.5				Balance, end of period	2.4		2.6		2.4		2.6
Total stockholders’ equity	Total stockholders’ equity	$	669.8	$	650.6			Total stockholders’ equity	$	647.5	$	669.7	$	647.5	$	669.7

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements

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GCP Applied Technologies Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)
Three Months Ended
March 31,
2022 2021
(in millions)
OPERATING ACTIVITIES
Net (loss) income $ (3.9) $ 1.6
Less: Loss from discontinued operations (0.3) —
(Loss) income from continuing operations (3.6) 1.6
Reconciliation to net cash (used in) provided by operating activities
Depreciation and amortization 10.4 11.3
Provisions for expected credit losses and inventory obsolescence 3.6 1.8
Deferred income taxes 1.5 (0.2)
Impairment of assets related to restructuring plans 0.4 2.2
Stock-based compensation expense 0.2 1.0
Unrealized loss (gain) on foreign currency 0.1 (2.3)
(Gain) loss on disposal of assets and product lines (0.1) 1.1
Other 0.3 0.4
Changes in assets and liabilities, excluding effect of currency translation
Trade accounts receivable (3.9) 4.8
Inventories (12.4) (21.5)
Accounts payable (2.9) 9.9
Pension assets and liabilities, net 0.8 1.1
Other assets and liabilities, net (10.4) (10.5)
Net cash (used in) provided by operating activities (16.0) 0.7
INVESTING ACTIVITIES
Capital expenditures (12.5) (8.1)
Net cash used in investing activities (12.5) (8.1)
FINANCING ACTIVITIES
Proceeds from exercise of stock options 3.7 1.8
Payments of tax withholding obligations related to employee equity awards (1.5) (0.7)
Payments on finance lease obligations (1.2) (0.2)
Payments of dividends to noncontrolling interests (0.4) —
Repayments under credit arrangements (0.4) (0.3)
Other financing activities (0.2) —
Net cash provided by financing activities — 0.6
Effect of currency exchange rate changes on cash and cash equivalents (0.8) (3.0)
Decrease in cash and cash equivalents (29.3) (9.8)
Cash and cash equivalents, beginning of period 500.6 482.7
Cash and cash equivalents, end of period $ 471.3 $ 472.9
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
Property and equipment purchases unpaid and included in accounts payable $ 8.1 $ 3.0


	Six Months Ended
	June 30,
	2022		2021
	(in millions)
OPERATING ACTIVITIES
Net income	$	1.6	$	11.9
Less: Loss from discontinued operations, net of income taxes	(2.0)		(0.2)
Income from continuing operations	3.6		12.1
Reconciliation to net cash (used in) provided by operating activities:
Depreciation and amortization	21.3		22.4
Provisions for expected credit losses and inventory obsolescence	7.8		3.7

Deferred income taxes	1.6		(1.6)
Unrealized loss (gain) on foreign currency	1.0		(2.1)
Stock-based compensation expense	0.8		2.5
Impairment of assets related to restructuring plans	0.1		2.7


Other	0.7		2.3



Changes in assets and liabilities, excluding effect of currency translation
Trade accounts receivable	(12.2)		0.3
Inventories	(25.5)		(34.3)
Accounts payable	9.2		20.3
Pension assets and liabilities, net	1.7		1.8

Other assets and liabilities, net	(19.3)		(9.1)
Net cash (used in) provided by operating activities from continuing operations	(9.2)		21.0
Net cash used in operating activities from discontinued operations	(2.6)		(0.2)
Net cash (used in) provided by operating activities	(11.8)		20.8
INVESTING ACTIVITIES
Capital expenditures	(25.3)		(14.9)
Proceeds from net investment hedge	3.9		—


Other investing activities	—		0.1


Net cash used in investing activities	(21.4)		(14.8)
FINANCING ACTIVITIES
Proceeds from exercise of stock options	3.8		4.3



Payments of tax withholding obligations related to employee equity awards	(1.7)		(1.6)
Payments on finance lease obligations	(1.4)		(0.3)



Repayments under credit arrangements	(0.8)		(0.3)

Other financing activities	(0.7)		—


Net cash (used in) provided by financing activities	(0.8)		2.1
Effect of currency exchange rate changes on cash and cash equivalents	(7.2)		(1.9)
Decrease in cash and cash equivalents	(41.2)		6.2
Cash and cash equivalents, beginning of period	500.6		482.7
Cash and cash equivalents, end of period	$	459.4	$	488.9
Supplemental disclosure of non-cash financing activities:






Property and equipment purchases unpaid and included in accounts payable	$	7.2	$	5.5

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements

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Notes to the Condensed Consolidated Financial Statements (unaudited)

1. Nature of Business and Basis of Presentation

Nature of Business

GCP Applied Technologies Inc. (“GCP”, or the “Company”) is engaged in the production and sale of specialty construction chemicals and specialty building materials through 2 operating segments. Specialty Construction Chemicals (“SCC”) operating segment provides products, services and technologies to the concrete and cement industries, including concrete ~~addmixtures~~admixtures and cement, as well as in-transit monitoring and management systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials. Specialty Building Materials (“SBM”) operating segment manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, as well as fireproofing and other products designed to protect the building envelope.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X for interim financial information.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. GCP’s accounting measurements that are most affected by management’s estimates of future events are disclosed in its 2021 Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”). Actual results could differ from those estimates.

The interim financial statements presented herein are unaudited and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the 2021 Annual Report on Form 10-K. The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited annual consolidated financial statements as of the period then ended. Certain information and footnote disclosures typically included in GCP’s annual consolidated financial statements have been condensed or omitted. The unaudited financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results of operations for the year ending December 31, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts.

Proposed Merger

On December 5, 2021, GCP entered into an Agreement and Plan of Merger, or the (“Merger Agreement”), with Cyclades Parent, Inc., or Parent, and Cyclades Merger Sub, Inc., a wholly owned subsidiary of Parent, (“Merger Sub”), and Compagnie de Saint-Gobain S.A., collectively, (“Saint-Gobain”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into GCP (the “Merger”), with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of GCP’s common stock that is issued and outstanding immediately prior to the effective time of the Merger shall be automatically converted into the right to receive $32.00 in cash, without interest. GCP’s Board of Directors and the board of directors of Saint-Gobain have each approved the Merger and the Merger Agreement. On March 8, 2022, the Company’s stockholders approved the Merger. The Company currently expects the Merger to close in the second half of 2022. Until the closing, GCP will continue to operate as an independent company.

GCP may be required to pay a cash termination fee to Saint-Gobain of up to $71 million, as required under the Merger Agreement under certain circumstances, including in the event GCP terminates the Merger Agreement to enter into a “Superior Proposal,” as defined in the Merger Agreement, or in the event GCP enters into an alternative transaction within nine months of termination of the Merger Agreement in certain circumstances and such alternative transaction is ~~consummated.~~

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Notes to the Condensed Consolidated Financial Statements (unaudited)

consummated.

Assets Held for Sale

In October 2021, the Company approved the sale of a business unit within the SBM segment and classified it as held for sale in its 2021 Annual Report on Form 10-K. In the first quarter of 2022, the Company decided to discontinue the proposed sale of this business unit and recorded a $0.7 million charge for accumulated unrecognized depreciation and amortization expense during the period the associated assets were classified as held for sale. In the ~~first quarter of~~six months ended June 30, 2022, the Company also reversed the $0.8 million loss on sale of a product line that it had previously recorded in 2021 resulting in a $0.1 million overall gain recorded in “Other ~~expenses,~~expense (income), net” in the unaudited Condensed Consolidated Statement of Operations. ~~Beginning~~As of March 1, 2022, all depreciation and amortization associated with this business ~~will be included~~are in operating costs and expense in the unaudited Condensed Consolidated Statement of Operations.

Goodwill

The change in goodwill in the six months ended June 30, 2022 was due mostly to unfavorable foreign currency translations of $12.1 million partially offset by $3.2 million assets held for sale that were reversed when GCP decided to discontinue the proposed sale of the business unit.

Discontinued Operations

In 2017, GCP completed the sale of its Darex Packaging Technologies (“Darex”) business to Henkel AG & Co. KGaA (“Henkel”) for $1.1 billion in cash. Since that time, Darex results of operations and cash flows have been reclassified and reflected as “discontinued operations” in the unaudited Condensed Statements of Operations and Cash Flows for all periods ~~presented.~~presented including fees incurred by the Company in relation to Henkel indemnification claims (see Note 12, “Commitments and Contingencies”). Unless otherwise noted, the information throughout the Notes to the accompanying unaudited Condensed Consolidated Financial Statements pertains only to the continuing operations of GCP.

The following table sets forth the components of “Loss from discontinued operations, net of income taxes” in the unaudited Condensed Consolidated Statements of Operations:


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
	(in millions)
Selling, general and administrative expenses	$	2.4	$	0.2	$	2.7	$	0.2
Loss from discontinued operations before income taxes	(2.4)		(0.2)		(2.7)		(0.2)
Income tax expense	(0.7)		—		(0.7)		—

Loss from discontinued operations, net of income taxes	$	(1.7)	$	(0.2)	$	(2.0)	$	(0.2)

Risk and Uncertainties

In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic, and recommended a number of restrictive measures to contain the spread. Many governments in the regions where GCP generates the majority of its revenue have adopted policies which have impacted GCP and many other companies globally, particularly the extended lockdowns and supply chain disruptions. COVID-19 and its resurgence has and will continue toimpact global economic activity, particularly raw material inflation and the supply chain challenges are impacting the ability to fulfill demand and the cost of the GCP’s products. Furthermore, factors such ~~policies.~~as the conflict in Ukraine, risks related to energy markets and the resulting increases in petroleum-based raw materials and historic inflation headwinds have impacted GCP’s results of operations in the six months ended June 30, 2022. GCP has been closely monitoring the impact of COVID-19 and working to manage the effects on its business globally. It is difficult to estimate with reasonable certainty at this time the duration and extent of the impact of the pandemic on the global economy, the Company’s business, financial position and results of operations. GCP has made certain estimates within its financial statements related to the impact of COVID-19 and other risk and uncertainties, including allowances for credit losses related to the estimated amount of receivables not expected to be collected and excess, obsolete or damaged inventories, future expected cash flows related to impairment assessments of goodwill and long-lived assets, incentive compensation accruals, contingent liabilities, and sales allowances related to volume rebates recognized based on anticipated sales volume. There may be changes to the Company’s estimates in future periods due to uncertainty associated with the impact of COVID-19, the extent of which will depend

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Notes to the Condensed Consolidated Financial Statements (unaudited)

largely on future developments, including new information which may emerge concerning the resurgence of the pandemic, as well as additional and unanticipated actions by government authorities to further contain the spread of COVID-19.

2. Revenue from Contracts with Customers

Revenue is recognized upon transfer of control of products or services promised to customers in an amount that reflects the consideration the Company expects to receive in exchange for these products or services. GCP disaggregates its revenue from contracts with customers by operating segments, which it believes best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Please refer to Note 14, ~~“Segments”~~“Operating Segments”.

Short-Term Arrangements

The majority of the Company’s revenue is generated from short-term arrangements associated with the production and sale of concrete admixtures and cement additives within its SCC segment, as well as sheet and liquid membrane systems and other specialty products designed to protect the building envelope within its SBM segment. Short-term arrangements within its SCC segment involve selling concrete admixtures and providing dispensers to customers. Such arrangements contain a lease element due to the customer’s right to control the use of dispensers over a period of time in exchange for consideration. For such arrangements, the transfer of control takes place at a point in time when products are shipped or delivered to the customer. Revenue from these contracts with customers is therefore typically recognized upon shipment of the product or delivery at the customer’s site based on shipping terms.

Long-Term Arrangements

The Company generates revenue from long-term arrangements within its SCC segment, which generally consist of VERIFI® and Ductilcrete sales arrangements. VERIFI® sales arrangements involve installing equipment on the customers’ trucks and at their plants, as well as performing slump management and truck location tracking services. The Company recognizes lease and service revenue for these arrangements.

The Company has certain long-term arrangements, under which the Company has certain performance obligations that are satisfied over time, resulting in remaining obligations for which the work has not been performed or has been partially

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~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

performed. At ~~March 31,~~June 30, 2022, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial and will be earned as revenue over the remaining term of these contracts, which is generally one to four years.

3. Restructuring and Repositioning Expenses

Repositioning expenses are primarily related to consulting, professional services, and other employee-related costs associated with the Company’s restructuring activities.

Restructuring, ~~and~~ repositioning ~~activity was as follows~~ and associated costs, which are included in “Other current liabilities” on the unaudited Condensed Balance Sheets, were as follows.


		Severance		Asset Impairment		Repositioning and Other Costs		Total			Severance		Asset Impairment		Repositioning and Other Costs		Total
		(in millions)									(in millions)
Balance at December 31, 2021	Balance at December 31, 2021	$	8.2	$	—	$	4.2	$	12.4	Balance at December 31, 2021	$	8.2	$	—	$	4.2	$	12.4
Additional accrual	Additional accrual	0.9		0.4		2.2		3.5		Additional accrual	0.6		0.1		3.9		4.6
Payments	Payments	(2.5)		—		(3.2)		(5.7)		Payments	(4.2)		—		(6.2)		(10.4)
Other	Other	—		(0.4)		(0.3)		(0.7)		Other	(0.1)		(0.1)		(0.6)		(0.8)
Balance at March 31, 2022		$	6.6	$	—	$	2.9	$	9.5
Balance at June 30, 2022										Balance at June 30, 2022	$	4.5	$	—	$	1.3	$	5.8

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Notes to the Condensed Consolidated Financial Statements (unaudited)

The following table ~~summarize~~summarizes the charges incurred and planned in connection with restructuring and repositioning plans.


		Severance & Employee Related Costs	Asset Impairment	Other Costs	Repositioning	Total Costs		Severance & Employee Related Costs	Asset Impairment	Other Costs	Repositioning	Total Costs
		(in millions)						(in millions)
2021 Plan:	2021 Plan:						2021 Plan:
Estimated total costs	Estimated total costs	$13-$15	$8-$9	$8	$5	$34-$37	Estimated total costs	$13-$15	$8-$9	$8	$5	$34-$37
Cumulative costs to date	Cumulative costs to date	$14.4	$7.8	$7.5	$5.2	$34.9	Cumulative costs to date	$14.0	$7.4	$8.2	$5.8	$35.4
2019 Phase 2 Plan:	2019 Phase 2 Plan:						2019 Phase 2 Plan:
Estimated total costs	Estimated total costs	$25-$26	$1	$—	$7-$8	$33-$35	Estimated total costs	$25-$26	$1	$—	$7-$8	$33-$35
Cumulative Costs to date	Cumulative Costs to date	$24.9	$0.9	$—	$7.4	$33.2	Cumulative Costs to date	$25.0	$0.9	$—	$7.4	$33.3

2021 Restructuring and Repositioning Plan (the “2021 Plan”)

In March 2021, the Board approved a business restructuring and repositioning plan related to the relocation of the Company’s corporate headquarters to Alpharetta, Georgia, the closure of its Cambridge, Massachusetts campus, the build-out of new R&D locations in Wilmington, Massachusetts, as well as the consolidation of other regional facilities and offices, including an organizational redesign. The Company moved into the Alpharetta headquarters in September 2021 and in the Wilmington R&D facility in April 2022. The program ~~is expected to be~~was completed byin June 2022.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company incurred ~~$4.0~~$4.7 million of restructuring charges for the 2021 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. ~~$1.4 million was mostly for severance and employee related costs, $1.4~~$2.0 million was for repositioning expenses, ~~$0.8~~$1.6 million was for other associated costs related mostly to the prior Cambridge headquarters, $1.0 million was mostly for severance and ~~$0.4~~employee related costs and $0.1 million was for asset impairment charges.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company incurred ~~$6.6~~$13.9 million of restructuring charges for the 2021 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. ~~$4.5~~$9.8 million was mostly for severance and employee related costs, $2.4 million was for asset impairment charges, $1.2 million was for other associated costs and ~~$2.1~~$0.5 million was for repositioning expense and other costs.

2019 Phase 2 Restructuring and Repositioning Plan (the “2019 Phase 2 Plan”)

In July 2019, the Board approved a business restructuring and repositioning plan to 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 resulted in the net reduction of approximately 10% of the Company’s workforce. The program was substantially completed in March 2021.

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~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company reversed ~~$0.5~~$0.3 million of severance charges for the 2019 Phase 2 Plan within “Restructuring and repositioning expenses” in the Statement of ~~Operations.~~Operations and recorded $0.2 million for repositioning expense and other costs.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company incurred ~~$2.3~~$2.0 million of restructuring charges for the 2019 Phase 2 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. $1.3 million was for repositioning expense, ~~$0.9~~$0.4 million was for severance and employee related costs and ~~$0.1~~$0.3 million was for asset impairment charges.

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Notes to Consolidated Financial Statements (unaudited)

4. Debt

The following is a summary of obligations under senior notes and other borrowings at ~~March 31,~~June 30, 2022 and December 31, 2021.


		March 31, 2022			December 31, 2021				June 30, 2022			December 31, 2021
		(In millions)							(in millions)
Revolving Credit Facility due 2023	Revolving Credit Facility due 2023	$	—		$	—		Revolving Credit Facility due 2023	$	—		$	—
5.5% Senior Notes due in 2026	5.5% Senior Notes due in 2026	347.4			347.2			5.5% Senior Notes due in 2026	347.5			347.2
Other borrowings	Other borrowings	1.9			3.7			Other borrowings	1.5			3.7
Total debt	Total debt	349.3			350.9			Total debt	349.0			350.9
Less: current portion of long-term debt	Less: current portion of long-term debt	(1.2)			(2.1)			Less: current portion of long-term debt	(0.9)			(2.1)
Long-term debt	Long-term debt	$	348.1		$	348.8		Long-term debt	$	348.1		$	348.8
Weighted average interest rates on total debt obligations	Weighted average interest rates on total debt obligations	5.5		%	5.5		%	Weighted average interest rates on total debt obligations	5.5		%	5.5		%

Revolving Credit Facility

The Company entered into a $350 million Revolving Credit Facility on April 2018 (the “Revolving Credit Facility”). At ~~March 31,~~June 30, 2022 and December 31, 2021, there were no outstanding borrowings on the Revolving Credit Facility. There were $2.8 million in outstanding letters of credit which resulted in available credit of $347.2 million at ~~March 31,~~June 30, 2022.

The Credit Agreement contains conditions that would require mandatory principal payments in advance of the maturity date of the Revolving Credit Facility, as well as certain customary affirmative and negative covenants and events of default, as described in the Company’s Consolidated Financial Statements included in the 2021 Annual Report in the Form 10-K. The Company was in compliance with all covenant terms at ~~March 31,~~June 30, 2022. There were no events of default at ~~March 31,~~June 30, 2022.

5.5% Senior Notes

The Company issued the 5.5% Senior Notes in April 2018 with an aggregate principal amount of $350 million maturing on April 15, 2026 (the “5.5% Senior Notes”). Interest on the 5.5% Senior Notes is payable semi-annually in arrears on April 15 and October 15 of each year. The Company made an interest payment of $9.6 million on April 15, 2022. At ~~March 31,~~June 30, 2022, the 5.5% Senior Notes are reported net of unamortized discount and debt issuance costs of ~~$2.6~~$2.5 million. Based on quotes from dealers where obtainable or the value of the most recent trade in the market (Level 2), the outstanding 5.5% Senior Notes has a fair value of $~~355.1~~348.3 million at ~~March 31,~~June 30, 2022.

The 5.5% Senior Notes contain certain customary affirmative and negative covenants and events of default, as described in the Company’s Consolidated Financial Statements included in the 2021 Annual Report in the Form 10-K. The Company was in compliance with all covenants and conditions under the Indenture at ~~March 31,~~June 30, 2022. There were no events of default at ~~March 31,~~June 30, 2022.

Other Borrowings

Other borrowings of $~~1.9~~1.5 million are comprised of various borrowings under lines of credits, primarily by non-U.S. subsidiaries as well as ~~$1.1~~$0.9 million of finance lease obligations at ~~March 31,~~June 30, 2022. Other borrowings have a fair value that approximate their carrying value. We have ~~$41.1~~$44.1 million available under various non-U.S. credit facilities.

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Notes to the Condensed Consolidated Financial Statements (unaudited)

5. Derivatives

In May 2022, the Company settled its outstanding net investment foreign currency forward contracts for $3.9 million. The unamortized gain remaining in “Accumulated other comprehensive loss” was $1.2 million, net of tax, at June 30, 2022 and will be recorded into income if the Merger is consummated. Further, the unamortized excluded component under the spot method of $0.7 million will also be recorded into income if the Merger is consummated.

The Company ~~uses~~used derivative instruments to partially offset its business exposure to foreign currency risk on net investments in certain foreign subsidiaries. The Company ~~enters~~entered into foreign currency forward contracts to offset a portion of the changes in the carrying amounts of its net investments entered in foreign operations due to fluctuations in foreign currency exchange rates. ~~At March 31, 2022, the~~The Company was a party to 4 forward contracts with an aggregate notional amount of

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~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

~~€40.0~~ €40.0 million to hedge foreign currency exposure on net investments in certain of its European subsidiaries whose functional currency iswas the Euro. These forward contracts are designated as hedging instruments and recognized at fair value as assets or liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. Each contract has a notional amount of €10.0 million and matures annually through June 2025. The forward contracts are designated and qualify as net investment hedges for which effectiveness is assessed based on the spot rate method.

The following table summarizes the fair value of the Company’s derivative instruments designated as net investment hedges at ~~March 31, 2022 and~~ December 31, 2021.
Fair Value
Balance Sheet Location March 31, 2022 December 31, 2021
(in millions)
Derivative assets Other current assets $ 1.0 $ 0.7
Derivative assets Other assets 1.4 1.0
Derivative liabilities Other current liabilities — —
Derivative liabilities Other liabilities 0.1 0.2

Fair Value

Balance Sheet Location

December 31, 2021

(in millions)

Derivative assets

Other current assets

0.7

Derivative assets

Other assets

1.0

Derivative liabilities

Other liabilities

0.2

The fair value of derivative instruments iswas measured based on expected future cash flows discounted at market interest rates using observable market inputs and classified as Level 2 within the fair value hierarchy.

The effects of our foreign exchange forward contracts on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, is recorded as follows.


		Three Months Ended					Three Months Ended				Six Months Ended
		March 31, 2022		March 31, 2021					June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
		(in millions)				(in millions)
Gain recognized in the statements of operations and comprehensive income, net of tax	Gain recognized in the statements of operations and comprehensive income, net of tax	$	0.2	$	0.2			Gain recognized in the statements of operations and comprehensive income, net of tax	$	0.1	$	0.2	$	0.3	$	0.4

Cumulative translation adjustments	Cumulative translation adjustments	0.7		1.8				Cumulative translation adjustments	1.4		(0.6)		2.1		1.2
Income tax effect	Income tax effect	(0.2)		(0.4)				Income tax effect	(0.3)		0.1		(0.5)		(0.3)

6. Income Taxes

Income tax expense attributable to continuing operations during the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$1.9~~$3.6 million and ~~$1.0~~$7.0 million, respectively, representing effective tax rates of ~~111.8%~~33.3% and ~~38.5%~~40.0%, respectively.

Income tax expense attributable to continuing operations during the six months ended June 30, 2022 and 2021 was $5.5 million and $8.0 million, respectively, representing effective tax rates of 60.4% and 39.8%, respectively.

The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the three months ended ~~March 31,~~June 30, 2022, was primarily due to ~~$2.2~~$0.4 million of income tax expense for valuation allowances ~~recorded in China driven by declined profitability.~~on net operating losses, $0.4 million of foreign rate differential, $0.3 million of state and local taxes, and $0.3 million of tax rate change.

The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the three months ended ~~March 31,~~June 30, 2021, was primarily due to income tax expense on ~~unrecognized~~the United Kingdom (“U.K.”) rate change on $2.9 million, foreign rate differential of $1.0 million, non-deductible expenses of $0.7 million, offset by income tax benefit on valuation releases of $1.2 million.

The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the six months ended June 30, 2022, was primarily due to income tax expense of $2.6 million for valuation allowances, mostly recorded on deferred tax assets in China due to declined profitability.

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Notes to the Condensed Consolidated Financial Statements (unaudited)

The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the six months ended June 30, 2021, was due to income tax expense on the U.K. rate change of $2.9 million, foreign rate differential of $1.0 million, and non-deductible expenses of $0.8 million, offset by income tax benefits on valuation releases of ~~$0.3~~$1.2 million.

Repatriation

It is GCP’s practice and intention to permanently reinvest the earnings of its foreign subsidiaries and repatriate earnings only when the tax impact is efficient.

Valuation Allowance

In evaluating GCP’s ability to realize its deferred tax assets, GCP considers all reasonably available positive and negative evidence, including recent earnings experience, expectations of future taxable income and the tax character of that income, the period of time over which temporary differences become deductible and the carryforward and/or carryback periods available to GCP for tax reporting purposes in the related jurisdiction. In estimating future taxable income, GCP relies upon assumptions and estimates about future activities, including the amount of future federal, state and foreign pretax operating income that GCP will generate; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. GCP records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized.

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~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

During the three months ended ~~March 31,~~June 30, 2022, GCP recognized an income tax expense of ~~$2.2~~$0.4 million due to increases on valuation allowances on net operating losses. During the six months ended June 30, 2022, GCP recognized income tax expense of $2.6 million, consisting primarily of ~~$2.0~~$1.9 million valuation allowance on Chinese deferred tax assets, driven mostly by declined profitability. During the three months and six months ended ~~March 31,~~June 30, 2021, GCP ~~incurred no~~recognized income tax ~~expense for~~benefit of $1.2 million, largely driven by the release of valuation ~~allowance.~~allowances on deferred tax assets in France.

Tax Sharing Agreement

In connection with the legal separation and transfer of W.R. Grace & Co.’s (“Grace”) construction products and packaging technologies businesses to the Company through a dividend distribution of all of the then-outstanding common stock of GCP to Grace shareholders on February 3, 2016 (the “Separation”), GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including a tax matters agreement (the “Tax Sharing Agreement”). Under the Tax Sharing Agreement, GCP and Grace will indemnify and hold each other harmless in accordance with the principles outlined therein. Please refer to Note 13, “Related Party Transactions” for further information on the Tax Sharing Agreement.

7. Retirement Plans

The components of GCP’s net periodic benefit ~~cost for the three months ended March 31, 2022 and 2021~~costs are as follows.


			Three Months Ended										Three Months Ended
			2022				2021						2022				2021
			U.S.		Non-US		U.S.		Non-US				U.S.		Non-U.S.		U.S.		Non-U.S.
		(in millions)										(in millions)
Service cost	Service cost		$	1.2	$	0.3	$	1.5	$	0.3	Service cost		$	1.3	$	0.2	$	1.6	$	0.2
Interest cost	Interest cost		1.1		1.1		1.2		0.7		Interest cost		1.1		1.1		1.2		0.7
Expected return on plan assets	Expected return on plan assets		(1.1)		(1.1)		(1.5)		(0.8)		Expected return on plan assets		(1.2)		(1.0)		(1.6)		(0.7)

Amortization of prior service cost											Amortization of prior service cost		—		0.1		—		0.1

Net periodic benefit cost	Net periodic benefit cost		$	1.2	$	0.3	$	1.2	$	0.2	Net periodic benefit cost		$	1.2	$	0.4	$	1.2	$	0.3

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Notes to the Condensed Consolidated Financial Statements (unaudited)


	Six Months Ended
	2022				2021
	U.S.		Non-U.S.		U.S.		Non-US

Service cost	$	2.5	$	0.5	$	3.1	$	0.5
Interest cost	2.2		2.2		2.4		1.4
Expected return on plan assets	(2.3)		(2.1)		(3.1)		(1.5)

Amortization of prior service cost	—		0.1		—		0.1



Net periodic benefit cost	$	2.4	$	0.7	$	2.4	$	0.5

Service cost component of net periodic benefit cost is included in “Selling, general and administrative expenses” and “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations. All other components of net periodic benefit costs are presented in ~~Other~~“Other expense ~~net~~(income), net” within the unaudited Condensed Consolidated Statements of Operations.

8. Other Balance Sheet Accounts

The following is a summary of inventories.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(in millions)					(in millions)
Raw materials	Raw materials	$	70.1	$	62.5	Raw materials	$	73.1	$	62.5
In process	In process	5.9		5.5		In process	5.9		5.5
Finished products and other	Finished products and other	67.5		62.7		Finished products and other	70.1		62.7

Total inventories	Total inventories	$	143.5	$	130.7	Total inventories	$	149.1	$	130.7

The following is a summary of other current assets.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(in millions)					(in millions)
Non-trade receivables	Non-trade receivables	$	19.0	$	22.5	Non-trade receivables	$	21.7	$	22.5
Prepaid expenses and other current assets	Prepaid expenses and other current assets	15.4		11.4		Prepaid expenses and other current assets	12.6		11.4
Income taxes receivable	Income taxes receivable	11.1		12.0		Income taxes receivable	11.4		12.0

Total other current assets	Total other current assets	$	45.5	$	45.9	Total other current assets	$	45.7	$	45.9

The following is a summary of other assets.


	June 30, 2022		December 31, 2021
	(in millions)
Operating lease right-of-use asset	$	45.1	$	48.7
Defined benefit pension plans	28.1		31.0
Deferred income taxes	7.7		10.3
Other assets	28.4		27.5
Total other assets	$	109.3	$	117.5

1315

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Notes to the Condensed Consolidated Financial Statements (unaudited)

The following is a summary of other ~~assets.~~
March 31,
2022 December 31,
2021
(in millions)
Operating lease right-of-use asset $ 47.8 $ 48.7
Defined benefit pension plans 30.1 31.0
Deferred income taxes 9.5 10.3
Other assets 27.3 27.5
Total other assets $ 114.7 $ 117.5

~~The following is a summary of other~~ current liabilities.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(in millions)					(in millions)
Accrued compensation						Accrued compensation	$	18.7	$	21.2
Accrued customer volume rebates	Accrued customer volume rebates	$	17.4	$	23.6	Accrued customer volume rebates	18.0		23.6
Accrued compensation		15.5		21.2
Operating lease obligations						Operating lease obligations	6.8		7.5
Restructuring liability	Restructuring liability	9.5		12.4		Restructuring liability	5.8		12.4
Accrued interest	Accrued interest	8.8		4.0		Accrued interest	4.0		4.0
Operating lease obligations		7.2		7.5
Income taxes payable	Income taxes payable	3.1		3.3		Income taxes payable	3.3		3.3
Other accrued liabilities	Other accrued liabilities	50.4		52.9		Other accrued liabilities	43.9		52.9
Total other current liabilities	Total other current liabilities	$	111.9	$	124.9	Total other current liabilities	$	100.5	$	124.9

The following is a summary of other liabilities.


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(in millions)					(in millions)
Operating lease obligations	Operating lease obligations	$	41.7	$	41.9	Operating lease obligations	$	40.9	$	41.9
Deferred income taxes	Deferred income taxes	15.5		15.9		Deferred income taxes	14.4		15.9
Other liabilities	Other liabilities	15.5		14.5		Other liabilities	15.3		14.5
Total other liabilities	Total other liabilities	$	72.7	$	72.3	Total other liabilities	$	70.6	$	72.3

9. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, is presented below.


			Currency Translation Adjustments		Pension Plans		Hedging Activities		Accumulated Other Comprehensive Loss				Currency Translation Adjustments		Pension Plans		Hedging Activities		Accumulated Other Comprehensive Loss
		(in millions)										(in millions)
Balance at December 31, 2021			$	(126.8)	$	(2.7)	$	0.1	$	(129.4)
Balance at March 31, 2022											Balance at March 31, 2022		$	(128.0)	$	(2.9)	$	—	$	(130.9)
Net current-period other comprehensive loss	Net current-period other comprehensive loss		(1.2)		(0.2)		(0.1)		(1.5)		Net current-period other comprehensive loss		(28.5)		—		0.1		(28.4)
Balance at March 31, 2022			$	(128.0)	$	(2.9)	$	—	$	(130.9)
Balance at June 30, 2022											Balance at June 30, 2022		$	(156.5)	$	(2.9)	$	0.1	$	(159.3)


		Currency Translation Adjustments		Pension Plans		Hedging Activities		Accumulated Other Comprehensive Loss
	(in millions)
Balance at December 31, 2021		$	(126.8)	$	(2.7)	$	0.1	$	(129.4)
Net current-period other comprehensive loss		(29.7)		(0.2)		—		(29.9)
Balance at June 30, 2022		$	(156.5)	$	(2.9)	$	0.1	$	(159.3)

1416

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Notes to the Condensed Consolidated Financial Statements (unaudited)

10. Stock Incentive Plans

Stock-Based Compensation Accounting

GCP grants restricted stock units (“RSUs”), stock options and performance-based units (“PBUs”) with or without market conditions which vest upon the satisfaction of a performance condition and/or a service condition. During the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ stock-based compensation expense was ~~$0.2~~$0.6 million and ~~$1.7~~$0.8 million, respectively. During the three and six months ended June 30, 2021, stock-based compensation expense was $1.8 millionand $3.5 million, respectively. The decrease in stock-based compensation in the three and six months ended ~~March 31,~~June 30, 2022 was due mostly to the accelerated vesting and compensation expense of RSUs held by certain executives inat December 2021. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, ~~$0.7~~$0.9 million of the stock-based compensation expense is included in “Restructuring and repositioning expenses” in the Statement of Operations.

At ~~March 31,~~June 30, 2022, total unrecognized compensation expense of ~~$1.7~~$1.5 million was related to stock options with market conditions and ~~$4.0~~$2.9 million to RSU and PBU awards.

Stock Options

Approximately ~~145,000~~150,000 options were exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2022 with a weighted average exercise price of ~~$25.53.~~$25.56.

RSUs

The following table sets forth the RSU activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022:


RSU Activity	RSU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value		RSU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021	Outstanding, December 31, 2021	145	$	24.67	Outstanding, December 31, 2021	145	$	24.67

Less: RSUs settled	Less: RSUs settled	(27)	23.72		Less: RSUs settled	(35)	23.80
Less: RSUs forfeited	Less: RSUs forfeited	(3)	25.72		Less: RSUs forfeited	(10)	25.81
Outstanding, March 31, 2022		115	$	24.88
Outstanding, June 30, 2022					Outstanding, June 30, 2022	100	$	24.87

Expected to vest at March 31, 2022		107	$	24.85
Expected to vest at June 30, 2022					Expected to vest at June 30, 2022	95	$	24.86

PBUs

PBUs are performance-based units which are granted by the Company either with or without market conditions and recorded at fair value on the grant date.

The grant date fair value of PBUs without market conditions is determined based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value of PBUs with market conditions based on ~~TSR~~total shareholder return is determined using a Monte Carlo simulation model.

The following table sets forth the PBU activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022.


PBU Activity	PBU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value		PBU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value
Outstanding, December 31, 2021	Outstanding, December 31, 2021	270	$	26.11	Outstanding, December 31, 2021	270	$	26.11

Less: PBU’s forfeited	Less: PBU’s forfeited	(123)	27.22		Less: PBU’s forfeited	(127)	27.20
Outstanding, March 31, 2022		147	$	25.18
Outstanding, June 30, 2022					Outstanding, June 30, 2022	143	$	25.13

1517

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Notes to the Condensed Consolidated Financial Statements (unaudited)

11. Earnings Per Share

The following table sets forth a reconciliation of the numerators and denominators used in calculating basic and diluted earnings ~~(loss)~~ per share:


		Three Months Ended							Three Months Ended				Six Months Ended
		March 31,					June 30,				June 30,
		2022		2021					2022		2021		2022		2021
		(in millions, except per share amounts)				(in millions, except per share amounts)
Numerators	Numerators							Numerators
(Loss) income from continuing operations attributable to GCP shareholders		$	(3.7)	$	1.5
Income from continuing operations attributable to GCP shareholders								Income from continuing operations attributable to GCP shareholders	$	7.2	$	10.4	$	3.5	$	11.9
Loss from discontinued operations, net of income taxes	Loss from discontinued operations, net of income taxes	(0.3)		—				Loss from discontinued operations, net of income taxes	(1.7)		(0.2)		(2.0)		(0.2)
Net (loss) income attributable to GCP shareholders		$	(4.0)	$	1.5
Net income attributable to GCP shareholders								Net income attributable to GCP shareholders	$	5.5	$	10.2	$	1.5	$	11.7
Denominators	Denominators							Denominators
Weighted average common shares—basic calculation	Weighted average common shares—basic calculation	74.0		73.2				Weighted average common shares—basic calculation	74.0		73.4		74.0		73.2
Dilutive effect of employee stock awards	Dilutive effect of employee stock awards	—		0.2				Dilutive effect of employee stock awards	0.1		0.2		0.2		0.2
Weighted average common shares—diluted calculation	Weighted average common shares—diluted calculation	74.0		73.4				Weighted average common shares—diluted calculation	74.1		73.6		74.2		73.4
Basic (loss) earnings per share:
(Loss) income from continuing operations attributable to GCP shareholders		$	(0.05)	$	0.02
Basic earnings per share:								Basic earnings per share:
Income from continuing operations attributable to GCP shareholders								Income from continuing operations attributable to GCP shareholders	$	0.10	$	0.14	$	0.05	$	0.16
Loss from discontinued operations, net of income taxes	Loss from discontinued operations, net of income taxes	—		—				Loss from discontinued operations, net of income taxes	(0.03)		—		(0.03)		—
Net (loss) income attributable to GCP shareholders		$	(0.05)	$	0.02
Diluted (loss) earnings per share:
(Loss) income from continuing operations attributable to GCP shareholders		$	(0.05)	$	0.02
Net income attributable to GCP shareholders								Net income attributable to GCP shareholders	$	0.07	$	0.14	$	0.02	$	0.16
Diluted earnings per share:								Diluted earnings per share:
Income from continuing operations attributable to GCP shareholders								Income from continuing operations attributable to GCP shareholders	$	0.10	$	0.14	$	0.05	$	0.16
Loss from discontinued operations, net of income taxes	Loss from discontinued operations, net of income taxes	—		—				Loss from discontinued operations, net of income taxes	(0.03)		—		(0.03)		—
Net (loss) income attributable to GCP shareholders		$	(0.05)	$	0.02
Net income attributable to GCP shareholders								Net income attributable to GCP shareholders	$	0.07	$	0.14	$	0.02	$	0.16

GCP uses the treasury stock method to compute diluted ~~(loss)~~ earnings per share. During the three and six months ended ~~March 31,~~June 30, 2022, ~~there~~0.1 million and 0.1 million of such anti-dilutive stock awards were ~~no anti-dilutive shares based on~~excluded from the ~~treasury stock method as a result~~computation of ~~a loss from continuing operations incurred during the period.~~diluted earnings per share. During the three and six months ended ~~March 31,~~June 30, 2021, 0.6 million and 0.6 million of such anti-dilutive stock awards were excluded from the computation of diluted earnings per share.

12. Commitments and Contingencies

GCP enters into certain purchase commitments and is a party to many contracts containing guarantees and indemnification obligations, as described below.

Financial Assurances

Financial assurances have been established for a variety of purposes, including insurance, environmental and other matters. At ~~March 31,~~June 30, 2022 and December 31, 2021, GCP had gross financial assurances issued and outstanding of ~~$6.3~~$6.0 million and $6.3 million, respectively, which were comprised of standby letters of credit. The letters of credit are related primarily to customer advances and other performance obligations at ~~March 31,~~June 30, 2022 and December 31, 2021. These arrangements guarantee the refund of advance payments received from customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements.

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Notes to the Condensed Consolidated Financial Statements (unaudited)

Environmental Matters

GCP is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to the generation, storage, handling, discharge, disposition and stewardship of hazardous waste and other materials. GCP recognizes accrued liabilities for anticipated costs associated with response efforts if, based on the results of the assessment, it concluded that a probable liability has been incurred and the cost can be reasonably estimated. At ~~March 31,~~June 30, 2022 and December 31, 2021, GCP did not have any material environmental liabilities.

~~Table of Contents~~

~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

GCP’s environmental liabilities are reassessed whenever circumstances become better defined or response efforts and their costs can be better estimated. These liabilities are evaluated based on currently available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the method and extent of remediation at each site, existing technology, prior experience in contaminated site remediation and the apportionment of costs among potentially responsible parties.

Lawsuits and Investigations

From time to time, GCP and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations and proceedings which are managed and defended in the ordinary course of business. While GCP is unable to predict the outcome of such pending matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of such matters will have a material adverse effect on its overall financial condition, results of operations or cash flows.

~~Litigation Related to the Merger~~

On January 18, 2022, in the United States District Court for the Southern District of New York (“SDNY”), an individual complaint was filed by a purported GCP stockholder in connection with the Merger. A second individual complaint was filed on January 21, 2022 in the SDNY, a third individual complaint was filed on January 28, 2022 in the SDNY, and a fourth individual complaint was filed on January 29, 2022 in the United States District Court for the Eastern District of New York. The complaints are captioned as follows: Stein v. GCP Applied Technologies, Inc., et al., Case No. 1:22-cv-00436; Waterman v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00583; Le v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00750; and Newman v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00545. The complaints name as defendants GCP and members of the Board. The complaints generally allege that the defendants filed a materially incomplete and misleading preliminary proxy statement on Schedule 14A with the SEC. The alleged omissions relate to (i) certain financial projections of GCP, (ii) certain financial analyses of RBC Capital Markets, LLC (“RBCCM”), and (iii) the amount of certain compensation provided to RBCCM unrelated to the Merger. The complaint also alleges that the sale process leading up to the Merger and the disclosure relating thereto was flawed, and certain conflicts of interest of GCP’s management in the Merger. The Newman complaint also alleges that the disclosure relating to the sale process leading up to the Merger was flawed. The complaints seek, among other things, injunctive relief preventing the consummation of the Merger, damages, and other relief.

While the defendants believe the claims asserted in these complaints were without merit and that no supplemental disclosures were required under applicable law, on March 3, 2022, GCP filed an 8-K Current Report containing additional disclosures. Subsequent to the filing of the 8-K Current Report dated March 9, 2022, all plaintiffs voluntarily dismissed all claims against the defendants.

Henkel AG & Co. KGaA Matters

When GCP completed the sale of its Darex business to Henkel, the Stock and Asset Purchase Agreement with Henkel regarding the sale of Darex (the “Purchase Agreement”) contained obligations for the Company as sellers to indemnify Henkel as buyer for certain matters, such as breaches of representations and warranties, taxes, as well as certain covenants and liabilities.

In March 2021, Henkel filed suit in the United States District Court for the District of Delaware against the Company, seeking indemnification for alleged breaches of representations and warranties under the Purchase Agreement. Henkel iswas seeking damages of approximately $11 million, which consist of a claim amount of approximately $16 million, net of a contractual deductible of approximately $5 million. ~~The Company believes that it has meritorious defenses against the plaintiff’s claims and intends to defend this action vigorously. Although~~ In June 2022, the Company ~~does not believe that resolution of this matter will have a material adverse effect on its business or financial condition, at this time, based on available information regarding this litigation,~~settled the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses, if any, that might result from an adverse resolution of this matter.suit with Henkel for $2.5 million. Fees incurred by the Company in relation to the defense of these claims are classified as discontinued operations in the accompanying unaudited Condensed Consolidated Statements of Operations.

~~Table of Contents~~

~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

GCP Brazil Indirect Tax Claim

During 2019, the Superior Judicial Court of Brazil (the “Court”) filed its final ruling in favor of GCP Brasil Industria e Comercio de Produtos Quimicos (“GCP Brazil”) related to a claim as to whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The ruling ~~allows~~allowed GCP Brazil the right to recover, through offset of federal tax liabilities, amounts collected by the government from May 2012 to September 2017, including interest. In the second quarter ended June 30, 2021, the Court rendered favorable decisions granting GCP Brazil the right to recover the state value-added tax. During the ~~second quarter of~~six months ended June 30, 2021, the Company included the recovery of $3.3 million in “Other expenses (income), net” in the unaudited Condensed Consolidated Statements of Operations.

Accounting for Contingencies

Although the outcome of each of the matters discussed above cannot be predicted with certainty, GCP has assessed its risk and has made accounting estimates and disclosures as required under U.S. GAAP.

13. Related Party Transactions

All contracts with related parties are at rates and terms that GCP believes are comparable with those that could be entered into with independent third parties. Subsequent to the Separation, transactions with Grace represent third-party transactions.

Tax Sharing Agreement

In connection with the Separation, GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including the Tax Sharing Agreement. The Tax Sharing Agreement governed the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, as well as other matters regarding taxes. In general, and subject to the terms of the Tax Sharing Agreement, GCP is responsible for all U.S. federal, state and foreign taxes, including

Table of Contents

Notes to the Condensed Consolidated Financial Statements (unaudited)

any related interest, penalties or audit adjustments, reportable on a GCP separate return (a return that does not include Grace or any of its subsidiaries). Grace is responsible for all U.S. federal, state and foreign income taxes, including any related interest, penalties or audit adjustments, reportable on a consolidated, combined or unitary return that includes Grace or any of its subsidiaries and GCP or any of its subsidiaries up to the Separation date. At ~~March 31,~~June 30, 2022 and December 31, 2021, GCP has recorded $0.5 million and $0.6 million, respectively, of indemnified receivables in “Other assets” and $1.0 million and $1.0 million, respectively, of indemnified payables in “Other current liabilities” in the unaudited Condensed Consolidated Balance Sheets.

In addition, the Tax Sharing Agreement imposes certain restrictions on GCP and its subsidiaries, including restrictions on share issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the qualification of the Distribution, together with certain related transactions, under Section 355 and certain other relevant provisions of the Code. In the event that the Distribution, together with certain related transactions, does not qualify under Section 355 and certain other relevant provisions of the Code, the Tax Sharing Agreement provides specific rules for allocating tax liabilities. In general, under the Tax Sharing Agreement, each party is expected to be responsible for any taxes imposed on and certain related amounts payable by GCP or Grace that arise from the failure of the Distribution and certain related transactions to qualify under Section 355 and certain other relevant provisions of the Code, to the extent that the failure to qualify as such is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by such party in the Tax Sharing Agreement.

~~Table of Contents~~

~~Notes to the Condensed Consolidated Financial Statements (unaudited)~~

14. Operating Segments

Operating Segment Data

The following table presents information related to GCP’s operating segments.


									Three Months Ended				Six Months Ended
		Three Months Ended March 31,					June 30,				June 30,
		2022		2021					2022		2021		2022		2021
		(in millions)				(in millions)
Net Sales	Net Sales							Net Sales
SCC	SCC	$	135.6	$	123.9			SCC	$	158.3	$	144.6	$	293.9	$	268.5
SBM	SBM	101.7		98.9				SBM	110.1		108.8		211.8		207.7
Total	Total	$	237.3	$	222.8			Total	$	268.4	$	253.4	$	505.7	$	476.2
Segment Operating Income	Segment Operating Income							Segment Operating Income
SCC	SCC	$	1.3	$	6.1			SCC	$	9.0	$	15.3	$	10.3	$	21.4
SBM	SBM	15.8		19.4				SBM	17.2		19.9		33.0		39.3
Total	Total	$	17.1	$	25.5			Total	$	26.2	$	35.2	$	43.3	$	60.7
Restructuring and Repositioning Expenses	Restructuring and Repositioning Expenses							Restructuring and Repositioning Expenses
SCC	SCC	$	2.3	$	2.9			SCC	$	(0.2)	$	3.4	$	2.1	$	6.9
SBM	SBM	(1.2)		1.8				SBM	(0.2)		2.1		(1.4)		4.6
Corporate	Corporate	2.4		4.2				Corporate	1.5		1.5		3.9		4.4
Total	Total	$	3.5	$	8.9			Total	$	1.1	$	7.0	$	4.6	$	15.9

Reconciliation of Operating Segment Data to Financial Statements

Corporate expenses directly related to the operating segments are allocated to the segment’s operating income. GCP excludes from the segments’ operating income certain functional costs, certain impacts of foreign currency exchange, as well as certain corporate costs and other costs included in the table below. GCP also excludes from the segment’s operating income certain ongoing defined benefit pension costs recognized during each reporting period, which include service and interest costs, the effect of expected returns on plan assets and amortization of prior service costs/credits. GCP believes that the exclusion of certain corporate costs and pension costs provides a better indicator of its operating segment performance since such costs are not managed at an operating segment level.

Total segment operating income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 is reconciled below to ~~“Loss (income)~~“Income from continuing operations before income taxes” presented in the accompanying unaudited Condensed Consolidated Statements of Operations.
Three Months Ended
March 31,
2022 2021
(in millions)
Total segment operating income $ 17.1 $ 25.5
Corporate costs (6.1) (7.2)
Interest expense, net (5.4) (5.4)
Restructuring and repositioning expenses (3.5) (8.9)
Merger and other acquisition-related costs (2.5) (0.1)
Certain pension costs (1.5) (1.4)
Gain on sale of product line 0.1 —
Net income attributable to noncontrolling interests 0.1 0.1
(Loss) income from continuing operations before income taxes $ (1.7) $ 2.6

1920

Table of Contents

Notes to the Condensed Consolidated Financial Statements (unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(in millions)
Total segment operating income	$	26.2	$	35.2	$	43.3	$	60.7
Corporate costs	(4.7)		(6.8)		(10.8)		(14.0)
Interest expense, net	(5.1)		(5.4)		(10.5)		(10.8)
Merger and other acquisition-related costs	(2.8)		(0.4)		(5.3)		(0.5)
Restructuring and repositioning expenses	(1.1)		(7.0)		(4.6)		(15.9)
Certain pension costs	(1.6)		(1.5)		(3.1)		(2.9)
Currency losses in Turkey	(0.1)		—		(0.1)		—
Gain on sale of product line	—		—		0.1		—




Net income attributable to noncontrolling interests	—		0.1		0.1		0.2
Gain on Brazil tax recoveries	—		3.3		—		3.3




Income from continuing operations before income taxes	$	10.8	$	17.5	$	9.1	$	20.1

Geographic Area Data

The table below presents information related to the geographic areas in which GCP operates.


		Three Months Ended					Three Months Ended				Six Months Ended
		March 31,					June 30,				June 30,
		2022		2021					2022		2021		2022		2021
		(in millions)				(in millions)
Net Sales	Net Sales							Net Sales
United States	United States	$	124.9	$	112.1			United States	$	141.6	$	123.9	$	266.5	$	236.0
Canada and Other	Canada and Other	7.3		6.0				Canada and Other	9.5		8.2		16.8		14.2
Total North America	Total North America	132.2		118.1				Total North America	151.1		132.1		283.3		250.2
Europe Middle East Africa	Europe Middle East Africa	45.8		44.6				Europe Middle East Africa	50.1		54.1		95.9		98.7
Asia Pacific	Asia Pacific	42.1		46.7				Asia Pacific	47.8		52.6		89.9		99.3
Latin America	Latin America	17.2		13.4				Latin America	19.4		14.6		36.6		28.0
Total	Total	$	237.3	$	222.8			Total	$	268.4	$	253.4	$	505.7	$	476.2

Sales are attributed to geographic areas based on customer location. With the exception of the U.S. presented in the table above, there were no individually significant countries with sales exceeding 10% of total sales during the three and six months ended ~~March 31,~~June 30, 2022 and 2021.

2021

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and these statements involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements generally relate to future events and our future financial or operating performance. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; strategic alternatives; consummation of the Merger and expected timing thereof; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. Like other businesses, we are subject to risks and uncertainties that could cause our actual results to differ materially from our projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks related to the cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus (“COVID-19”) pandemic; the cost and availability of raw materials and energy; the effectiveness of GCP’s research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting GCP’s outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting GCP’s funded and unfunded pension obligations; the timing of the closing of the proposed merger, including the risks that a condition to closing would not be satisfied within the expected timeframe and the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed merger agreement; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters. These and other factors are identified and described in more detail in Item 1A in our Annual Report on Form 10-K.

The forward-looking statements made in this Quarterly Report on Form 10-Q and our reported results should not be considered as an indication of our future performance. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

RESULTS OF OPERATIONS

We are engaged in the production and sale of specialty construction chemicals and specialty building materials through two global operating segments:

•Specialty Construction Chemicals (“SCC”). Our SCC operating segment provides products, services and technologies to the concrete and cement industries, including concrete ~~addmixtures~~admixtures and cement, as well as in-transit monitoring and management systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials.

•Specialty Building Materials (“SBM”). Our SBM operating segment produces and sells sheet and liquid membrane systems and other products that protect both new and existing structures from water, air, and vapor penetration, as well as from fire damage. We also manufacture and sell specialized cementitious and chemical grouts used for soil consolidation and leak-sealing applications in addition to a moisture barrier system and installation tools for the flooring industry.

We operate our business on a global scale. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, approximately 47% of our net sales were generated outside of the U.S. We operate and have locations in over 30 countries and transact business in over 30 currencies.

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Proposed Merger

On December 5, 2021, we entered into the Merger Agreement with Saint-Gobain. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of our common stock that is issued and outstanding immediately prior to the effective time of the Merger shall be automatically converted into the right to receive $32.00 in cash, without interest. Because the Merger is not yet complete, and except as otherwise specifically stated, the descriptions and disclosures presented elsewhere in this Quarterly Report on Form 10-Q, including those that present forward-looking information, assume the continuation of GCP as a public company. If the Merger is consummated, our actions and results may be different than those anticipated by such forward-looking statements. See Note 20, “Proposed Merger” in the Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of the 2021 Annual Report on Form 10-K for further information.

Business Update

The global health crisis caused by the COVID-19 outbreak and its ~~resurgences~~resurgence has and will continue to impact global economic activity, particularly raw material inflation and supply chain disruption are impacting the timing of fulfilling ~~demands for~~demand and cost of our products. Furthermore, ~~macroeconomic~~ factors such as the conflict in Ukraine and the resulting increases in petroleum-based raw materials and historic inflation headwinds impacted our results of operation in the first ~~quarter~~half of 2022.

Our net sales in the ~~first~~second quarter of 2022 increased ~~6.5%~~5.9%. Despite this positive momentum, inflation, specifically raw material prices, logistic costs and global supply chain disruptions, had a ~~tangible~~significant impact on our quarterly performance. The combination of these factors adversely affected gross margins by approximately ~~800~~460 basis ~~points.~~ ~~We took actions to protect margins in 2021 and in~~points, but was an improvement sequentially of 130 basis points from the first ~~quarter of~~quarter. On multiple occasions we have raised prices to reduce margin impacts during 2022 by announcing ~~new~~further price increases in ~~all~~most regions to ~~offset~~address the inflationary headwinds we are experiencing. However, the effect of the ongoing global supply chain disruptions and ~~continued increases in the~~accelerating cost of raw materials and freight transportation, specifically in the second quarter of 2022 have outpaced our ~~mitigating efforts~~actions in the short term. We have taken additional actions and we expect ~~margin compression~~margins to ~~remain into~~improve through the ~~first half~~balance of 2022.

~~The following is an overview of our financial performance for the first quarter ended March 31, 2022 compared with the prior-year quarter.~~

Three Months Ended
March 31,
2022 2021 % Change

(in millions, except per share amounts)
Net sales $ 237.3 $ 222.8 6.5 %
Cost of goods sold 164.3 136.3 20.5 %
Gross profit 73.0 86.5 (15.6) %
Gross margin 30.8 % 38.8 % (800) bps
Selling, general and administrative expenses 62.5 66.6 (6.2) %
Interest expense, net 5.6 5.6 — %
Restructuring and repositioning expenses 3.5 8.9 (60.7) %
Other expense, net 3.1 2.8 10.7 %
(Loss) income from continuing operations before income taxes (1.7) 2.6 NM
Income tax expense (1.9) (1.0) 90.0 %
Loss from discontinued operations, net of income taxes (0.3) — (100.0) %
Net (loss) income (3.9) 1.6 NM
Less: Net income attributable to noncontrolling interests (0.1) (0.1) — %
Net (loss) income attributable to GCP shareholders $ (4.0) $ 1.5 NM
(Loss) income from continuing operations attributable to GCP shareholders $ (3.7) $ 1.5 NM
Diluted EPS from continuing operations attributable to GCP shareholders $ (0.05) $ 0.02 NM

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Three Months Ended
March 31,
2022 2021 % Change
(in millions, except per share amounts)
Net sales:
SCC $ 135.6 $ 123.9 9.4 %
SBM 101.7 98.9 2.8 %
Total GCP net sales $ 237.3 $ 222.8 6.5 %
Net sales by region:
North America $ 132.2 $ 118.1 11.9 %
Europe, Middle East, Africa (“EMEA”) 45.8 44.6 2.7 %
Asia Pacific 42.1 46.7 (9.9) %
Latin America 17.2 13.4 28.4 %
Total net sales by region $ 237.3 $ 222.8 6.5 %

~~First Quarter Performance Summary~~

Following is a summary of our financial performance for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 compared with the prior-year quarter.


	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2022			2021			% Change		2022			2021			% Change
	(in millions, except per share amounts)
Net sales	$	268.4		$	253.4		5.9	%	$	505.7		$	476.2		6.2	%
Cost of goods sold	182.3			160.3			13.7	%	346.6			296.6			16.9	%
Gross profit	86.1			93.1			(7.5)	%	159.1			179.6			(11.4)	%
Gross margin	32.1		%	36.7		%	(460) bps		31.5		%	37.7		%	(620) bps
Selling, general and administrative expenses	64.7			64.2			0.8	%	127.2			130.8			(2.8)	%

Interest expense, net	5.4			5.6			(3.6)	%	11.0			11.2			(1.8)	%
Restructuring and repositioning expenses	1.1			7.0			(84.3)	%	4.6			15.9			(71.1)	%


Other expense (income), net	4.1			(1.2)			NM		7.2			1.6			NM

Income from continuing operations before income taxes	10.8			17.5			(38.3)	%	9.1			20.1			(54.7)	%
Income tax expense	(3.6)			(7.0)			(48.6)	%	(5.5)			(8.0)			(31.3)	%

Loss from discontinued operations, net of income taxes	(1.7)			(0.2)			NM		(2.0)			(0.2)			NM
Net income	5.5			10.3			(46.6)	%	1.6			11.9			(86.6)	%
Less: Net income attributable to noncontrolling interests	—			(0.1)			100.0	%	(0.1)			(0.2)			(50.0)	%
Net income attributable to GCP shareholders	$	5.5		$	10.2		(46.1)	%	$	1.5		$	11.7		(87.2)	%
Income from continuing operations attributable to GCP shareholders	$	7.2		$	10.4		(30.8)	%	$	3.5		$	11.9		(70.6)	%
Diluted EPS from continuing operations attributable to GCP shareholders	$	0.07		$	0.14		(50.0)	%	$	0.02		$	0.16		(87.5)	%


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022		2021		% Change		2022		2021		% Change
	(in millions, except per share amounts)
Net sales:
SCC	$	158.3	$	144.6	9.5	%	$	293.9	$	268.5	9.5	%
SBM	110.1		108.8		1.2	%	211.8		207.7		2.0	%
Total GCP net sales	$	268.4	$	253.4	5.9	%	$	505.7	$	476.2	6.2	%
Net sales by region:
North America	$	151.1	$	132.1	14.4	%	$	283.3	$	250.2	13.2	%
Europe, Middle East, Africa (“EMEA”)	50.1		54.1		(7.4)	%	95.9		98.7		(2.8)	%
Asia Pacific	47.8		52.6		(9.1)	%	89.9		99.3		(9.5)	%
Latin America	19.4		14.6		32.9	%	36.6		28.0		30.7	%
Total net sales by region	$	268.4	$	253.4	5.9	%	$	505.7	$	476.2	6.2	%

Second Quarter Performance Summary

•Net sales increased ~~6.5%~~5.9% to ~~$237.3~~$268.4 million.

•Gross profit decreased ~~15.6%~~7.5% to ~~$73.0~~$86.1 million; gross margin decreased approximately ~~800~~460 basis points to ~~30.8%~~32.1%.

•Selling, general, and administrative expenses (“SG&A”) ~~decreased 6.2% to $62.5~~stayed relatively flat at $64.7 million.

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•~~Loss~~Income from continuing operations attributable to GCP shareholders was ~~$3.7~~$7.2 million, or ~~$0.05~~$0.07 per diluted share, compared to ~~income from continuing operations of $1.5~~$10.4 million, or ~~$0.02~~$0.14 per diluted share, for the prior-year period.

GCP Overview

Net Sales and Gross Margin

The following table identifies the period-over-period increase or decrease in sales attributable to changes in volume and/or mix, product price, and the impact of currency translation for the three months ended June 30, 2022 from the same period in the prior year.


	Three Months Ended
Net Sales Variance Analysis	Volume		Price		Currency Translation		Total Change
SCC	5.6	%	7.0	%	(3.1)	%	9.5	%
SBM	(3.6)	%	7.1	%	(2.3)	%	1.2	%
Net sales	1.6	%	7.1	%	(2.8)	%	5.9	%
By Region:
North America	6.6	%	8.0	%	(0.2)	%	14.4	%
EMEA	(6.0)	%	6.9	%	(8.3)	%	(7.4)	%
Asia Pacific	(6.4)	%	1.5	%	(4.2)	%	(9.1)	%
Latin America	10.4	%	20.0	%	2.5	%	32.9	%

Net sales of $268.4 million for the second quarter ended June 30, 2022 increased $15.0 million, or 5.9%, from the prior-year quarter primarily due to favorable sale pricing of 7.1% and volume of 1.6% particularly in Latin America and North America. This was partially offset by decreases in volume in Asia Pacific and EMEA due partially to supply chain disruptions and our tighter credit policies in China and foreign currency translation.

Gross profit of $86.1 million for the second quarter ended June 30, 2022 decreased $7.0 million, or 7.5%, from the prior-year quarter. Gross margin decreased 460 basis points to 32.1% primarily due to significant higher raw material and logistics costs.

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The following table identifies the period-over-period increase or decrease in sales attributable to changes in volume and/or mix, product price, and the impact of currency translation for the ~~three~~six months ended~~March 31,~~June 30, 2022 from the same period in the prior year.


		Three Months Ended									Six Months Ended
Net Sales Variance Analysis	Net Sales Variance Analysis	Volume		Price		Currency Translation		Total Change		Net Sales Variance Analysis	Volume		Price		Currency Translation		Total Change
SCC	SCC	6.0	%	6.2	%	(2.8)	%	9.4	%	SCC	6.0	%	6.5	%	(3.0)	%	9.5	%
SBM	SBM	0.7	%	3.5	%	(1.4)	%	2.8	%	SBM	(1.5)	%	5.4	%	(1.9)	%	2.0	%
Net sales	Net sales	3.8	%	4.8	%	(2.1)	%	6.5	%	Net sales	2.7	%	6.0	%	(2.5)	%	6.2	%
By Region:	By Region:									By Region:
North America	North America	7.2	%	4.7	%	—	%	11.9	%	North America	7.0	%	6.3	%	(0.1)	%	13.2	%
EMEA	EMEA	1.6	%	4.8	%	(3.7)	%	2.7	%	EMEA	(2.5)	%	5.9	%	(6.2)	%	(2.8)	%
Asia Pacific	Asia Pacific	(7.5)	%	1.0	%	(3.4)	%	(9.9)	%	Asia Pacific	(7.0)	%	1.3	%	(3.8)	%	(9.5)	%
Latin America	Latin America	13.8	%	18.8	%	(4.2)	%	28.4	%	Latin America	12.1	%	19.3	%	(0.7)	%	30.7	%

Net sales of ~~$237.3~~$505.7 million for the ~~first quarter~~six months ended ~~March 31,~~June 30, 2022 increased ~~$14.5~~$29.5 million, or ~~6.5%~~6.2%, from the prior-year ~~quarter~~period primarily due to favorable sale pricing of ~~4.8% and volume of 3.8%~~6.0% particularly in Latin America, North America and ~~EMEA.~~EMEA and increased volumes in Latin America and North America. This was partially offset by decreases in volume in Asia Pacific and EMEA and foreign currency translation.

Gross profit of ~~$73.0~~$159.1 million for the ~~first quarter~~six months ended ~~March 31,~~June 30, 2022 decreased ~~$13.5~~$20.5 million, or ~~15.6%~~11.4%, from the prior-year ~~quarte~~r.period. Gross ~~margin~~margin decreased ~~800~~620 basis points to ~~30.8% primaril~~y31.5% primarily due to significant higher raw material and logistics costs.

SG&A

SG&A costs of $~~62.5~~64.7 million ~~decreased $4.1 million or 6.2%,~~stayed relatively flat for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 compared to the prior-year ~~quarter~~quarter. Lower employee costs resulting from prior year restructuring programs were mostly offset by Merger-related costs.

SG&A costs of $127.2 million decreased $3.6 million or 2.8%, for the six months ended June 30, 2022 compared to the prior-year period primarily due to lower employee and Cambridge headquarters-related costs resulting from restructuring programs and lower incentives compensation costs. These favorable impacts were partially offset by ~~additional~~ Merger-related costs.

Restructuring and repositioning expenses

2021 Restructuring Plan

Cumulative costs incurred under the 2021 Plan since its inception were ~~$34.9 million with expected total costs of up to $37.0~~$35.4 million. We have achieved total annualized pre-tax cost savings through a reduction in general and administrative expenses and a reduction in overhead costs under the 2021 Plan of approximately $12 million at ~~March 31,~~June 30, 2022, which benefited both the SCC and the SBM operating segments and corporate functions. ~~We expect to realize total pre-tax cost structure savings associated with the 2021 Plan of approximately~~ ~~$13 million~~ to ~~$15 million~~ ~~mostly in general, administrative and overhead costs, with most of the savings occurring in 2022.~~ Substantially all of the restructuring actions under the 2021 Plan ~~are expected to be~~were completed by June 2022. With the exception of asset write offs, substantially all of the restructuring and repositioning activities ~~are expected to be~~were settled in cash.

2019 Phase 2 Restructuring and Repositioning Plan

Cumulative costs incurred under the 2019 Phase 2 Plan since its inception were ~~$33.2~~$33.3 million. We have achieved total annualized pre-tax cost savings through a reduction in general and administrative expenses under the 2019 Phase 2 Plan of approximately ~~$20.2~~$20 million at ~~March 31,~~June 30, 2022, which benefited both the SCC and the SBM operating segments and corporate functions. Substantially all of the activities under the 2019 Phase 2 Plan were completed by March 2021.

For further information on our restructuring expenses, please refer to Note 3, “Restructuring and repositioning expenses” in the Notes to the unaudited Condensed Consolidated Financial Statements.

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Pension Expense

Defined benefit expense includes costs relating to U.S. and non-U.S. defined benefit pension and other postretirement benefit plans that provide benefits for retirees and former employees of divested businesses where we retained these obligations.

Certain pension costs represent ongoing costs recognized quarterly, including service and interest costs, expected return on plan assets and amortization of prior service costs/credits. Certain pension costs during the ~~first~~second quarter and six months ended ~~March 31,~~June 30, 2022 ~~and 2021~~ were ~~$1.5~~$1.6 million and $3.1 million, respectively compared with $~~1.4~~1.5 million and $2.9 million, ~~respectively.~~respectively, for the corresponding prior-year periods.

Other Expense (Income), Net

Other expenses (income), net consists primarily of research and development expense, ~~pension mark-to-market adjustments, net,~~ interest income, foreign currency exchange gains (losses) ~~and~~, defined benefit pension expenses exclusive of service ~~costs.~~costs and pension mark-to-market adjustments, net.

Other expense ~~net stayed relatively consistent at~~increased to $~~3.1~~4.1 million during the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 compared to ~~$2.8~~income of $1.2 million in the prior period. The prior period included a $3.3 million Gain on Brazil tax recoveries and $1.0 million of higher interest income.

Other expense (income), net increased to $7.2 million during the six months ended June 30, 2022 compared to $1.6 million in the prior period. The prior period included a $3.3 million Gain on Brazil tax recoveries and $0.9 million of higher interest income.

Income Taxes

Income taxes attributable to continuing operations during the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 and the prior-year quarter was income tax expense of ~~$1.9~~$3.6 million and ~~$1.0~~$7.0 million, respectively, representing effective tax rates of ~~111.8%~~33.3% and ~~38.5%~~40.0%, respectively.

Income taxes attributable to continuing operations during the six months ended June 30, 2022 and the prior-year quarter was income tax expense of $5.5 million and $8.0 million, respectively, representing effective tax rates of 60.4% and 39.8%, respectively.

The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the ~~first~~second quarter ended 2022 was primarily due to $0.4 million of income tax expense ~~of $2.2 million~~ for valuation allowances ~~recorded, primarily in China due to declined profitability.~~ on net operating losses, $0.4 million of foreign rate differential, $0.3 million of state and local taxes, and $0.3 million of tax rate change.

The difference between the U.S. federal income tax rate of 21.0% anand our overall income tax rate for the second quarter ended 2021 was primarily due to income tax expense on the U.K. rate change on $2.9 million, foreign rate differential of $1.0 million, non-deductible expenses of $0.7 million, offset by income tax benefit on valuation releases of $1.2 million.

The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the six months ended 2022 was primarily due to income tax expense of $2.6 million for valuation allowances, mostly recorded on deferred tax assets in China due to declined profitability.

The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the prior-year ~~first~~second quarter and six-month period, 2021 was primarily due to income tax ~~expense on unrecognized benefits of $0.3 million.~~rate change in the United Kingdom, non-deductible executive compensation and other expenses, and foreign rate differential offset by a valuation allowance release in France.

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when tax efficient.

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Income from Continuing Operations Attributable to GCP Shareholders

~~Loss~~Income from continuing operations attributable to GCP shareholders was ~~$3.7~~$7.2 million for the second quarter of 2022compared to $10.4 million in the prior-year period.

Income from continuing operations attributable to GCP shareholders was $3.5 million for the ~~first quarter~~six months of 2022 compared to income from continuing operations attributable to GCP shares of $11.9 million~~$1.5 million~~ in the prior-year period.

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Operating Segment Overview

The following is an overview of the financial performance of the SCC and SBM operating segments for the ~~first~~second quarter compared with the prior-year period. For further information on our accounting policies related to allocating certain functional and corporate costs and measuring segment operating income, please refer to Note 14, ~~“Segments”~~“Operating Segments” in the Notes to the unaudited Condensed Consolidated Financial Statements included in Item 1, “Financial Statements” on this Quarterly Report on Form 10-Q.

Segment operating margin is defined as segment operating income divided by segment net sales. It represents an operating performance measure related to ongoing earnings and trends in our operating segments that are engaged in revenue generation and other core business activities. We use this metric to allocate resources between the segments and assess our strategic and operating decisions related to core operations of our business.

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SCC

Net Sales and Gross Margin

Net sales were ~~$135.6~~$158.3 million for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022, an increase of ~~$11.7~~$13.7 million or ~~9.4%~~9.5%, compared with the prior-year quarter. The increase was primarily due to the favorable impact of price ~~increase~~increases and volume. SCC had favorable price and volume increases of ~~6.2%~~7.0% and 5.6%, respectively, during the ~~first~~second quarter.

Gross profit was ~~$37.1~~$47.0 million for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022, a decrease of ~~$8.3~~$5.2 million or ~~18.3%~~10.0%, compared with the prior-year quarter. Gross margin decreased ~~920~~640 basis points to ~~27.4%~~29.7% compared with the prior-year quarter primarily due to historically higher raw material and logistic costs, partially offset by price.

Net sales were $293.9 million for the six months ended June 30, 2022, an increase of $25.4 million or 9.5%, compared with the prior-year period. The increase was primarily due to the favorable impact of price increases and volume. SCC had favorable price and volume increases of 6.5% and 6.0%, respectively, during the six months ended June 30, 2022.

Gross profit was $84.1 million for the six months ended June 30, 2022, a decrease of $13.5 million or 13.8%, compared with the prior-year period. Gross margin decreased 780 basis points to 28.6% compared with the prior-year period primarily due to historically higher raw material and logistic costs, partially offset by price.

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Segment Operating Income and Operating Margin

Segment operating income of ~~$1.3~~$9.0 million for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 decreased ~~$4.8~~$6.3 million, or ~~78.7%~~41.2%, compared with the prior-year quarter primarily due to lower gross profit. Segment operating margin of ~~1.0%~~5.7% decreased ~~390~~490 basis points compared with the prior-year quarter primarily due to higher raw material costs, offset by lower SG&A.

Segment operating income of $10.3 million for the six months ended June 30, 2022 decreased $11.1 million , or 51.9%, compared with the prior-year quarter primarily due to lower gross profit. Segment operating margin of 3.5% decreased 450 basis points compared with the prior-year quarter primarily due to higher raw material costs, offset by lower SG&A

SBM

Net Sales and Gross Margin

Net sales were ~~$101.7~~$110.1 million for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022, an increase of ~~$2.8~~$1.3 million or ~~2.8%~~1.2%, compared with the prior-year quarter primarily due to the favorable impact of price increases and was negatively impacted by supply chain constraints. North America increased volumes by 8.4%, offset by decreases in Asia Pacific and EMEA.

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Gross profit was $39.5 million for the second quarter ended June 30, 2022, a decrease of $1.9 million or 4.6%, from the prior-year quarter. Gross margin decreased 220 basis points to 35.9% primarily due to significantly higher raw material costs, specifically on oil related raw material inputs, partially offset by price increases.

Net sales were $211.8 million for the six months ended June 30, 2022, an increase of $4.1 million or 2.0%, compared with the prior-year period primarily due to the favorable impact of price increases. North America increased volumes by ~~8.1%~~8.3%, offset by decreases in Asia Pacific and EMEA.

Gross profit was ~~$36.3~~$75.8 million for the ~~first quarter~~six months ended ~~March 31,~~June 30, 2022, a decrease of ~~$5.1~~$7.0 million or ~~12.3%~~8.5%, from the prior-year quarter. Gross margin decreased ~~620~~410 basis points to ~~35.7%~~35.8% primarily due to higher raw material costs, partially offset by price increases.

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Segment Operating Income and Operating Margin

Segment operating income of ~~$15.8~~$17.2 million for the ~~first~~second quarter ended ~~March 31,~~June 30, 2022 decreased by ~~$3.6~~$2.7 million, or ~~18.6%~~13.6%, compared with the prior-year quarter primarily due to lower gross profit. Segment operating margin decreased 270 basis points to 15.6% primarily due to significantly higher raw material costs.

Segment operating income of $33.0 million for the six monthsended June 30, 2022 decreased by $6.3 million, or 16.0%, compared with the prior-year quarter primarily due to lower gross profit, partially offset by lower SG&A. Segment operating margin decreased ~~410~~330 basis points to ~~15.5%~~15.6% primarily due to higher raw material costs.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The following is an analysis of our financial condition, liquidity and capital resources at ~~March 31,~~June 30, 2022.

Proposed Merger

On December 5, 2021, we entered into the Merger Agreement, with Saint-Gobain. Pursuant to the terms of the Merger Agreement, we are prohibited from certain actions without Saint-Gobain’s consent, including the incurrence of debt, capital expenditures above certain thresholds, share repurchases and payment of dividends. Further, we may be required to pay a cash termination fee to Saint-Gobain of up to $71 million, as required under the Merger Agreement under certain circumstances, including in the event GCP terminates the Merger Agreement to enter into a “Superior Proposal,” as defined in the Merger Agreement, or in the event GCP enters into an alternative transaction within nine months of termination of the Merger Agreement in certain circumstances and such alternative transaction is consummated.

Cash Resources and Available Credit Facilities

At ~~March 31,~~June 30, 2022 we had ~~$471.3~~$459.4 million in cash and cash equivalents of which $~~323.2~~316.6 million was held in the U.S. We had additional available liquidity of $347.2 million under the U.S. revolving line agreement and $~~41.1~~44.1 million ~~was available~~ under various non-U.S. credit facilities. We expect to meet our U.S. cash and liquidity requirements with cash on hand, cash we expect to generate during 2022 and thereafter, future borrowings, if any, and other available liquidity, including royalties and service

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fees from our foreign subsidiaries. We may also repatriate future earnings from foreign subsidiaries if that results in minimal or no U.S. tax consequences. We expect to have sufficient cash and liquidity to finance our U.S. operations and growth strategy and meet our debt obligations. Our non-U.S. credit facilities are extended to various subsidiaries that use them primarily to issue bank guarantees supporting trade activity and provide working capital during occasional cash shortfalls in certain foreign entities. We generally renew these credit facilities as they expire.

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Analysis of Cash Flows

The following table summarizes our cash flows for the ~~first quarter~~six months ended ~~March 31,~~June 30, 2022 and the prior-year ~~quarter:~~period:


		Three Months Ended					Six Months Ended
		March 31,					June 30,
		2022		2021			2022		2021
		(in millions)					(in millions)
Cash flows (used in) provided by continuing operations	Cash flows (used in) provided by continuing operations					Cash flows (used in) provided by continuing operations

Operating activities		$	(16.0)	$	0.7
Investing activities		(12.5)		(8.1)
Financing activities		—		0.6
Effect of exchange rate changes on cash		(0.8)		(3.0)
Net cash (used in) provided by operating activities from continuing operations						Net cash (used in) provided by operating activities from continuing operations	$	(9.2)	$	21.0
Net cash used in operating activities from discontinued operations						Net cash used in operating activities from discontinued operations	(2.6)		(0.2)
Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	$	(11.8)	$	20.8
Net cash used in investing activities						Net cash used in investing activities	(21.4)		(14.8)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(0.8)		2.1
Effect of currency exchange rate changes on cash and cash equivalents						Effect of currency exchange rate changes on cash and cash equivalents	(7.2)		(1.9)
Change in cash and cash equivalents	Change in cash and cash equivalents	(29.3)		(9.8)		Change in cash and cash equivalents	(41.2)		6.2
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	500.6		482.7		Cash and cash equivalents, beginning of period	500.6		482.7
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	471.3	$	472.9	Cash and cash equivalents, end of period	$	459.4	$	488.9

Cash flows from operating activities. As shown in the table below, our cash flows (used in) provided by operating activities from continuing operations decreased by ~~$16.7~~$30.2 million


		Three Months Ended					Six Months Ended
		March 31,					June 30,
		2022		2021			2022		2021
		(in millions)					(in millions)
Collections from customers	Collections from customers	$	231.3	$	230.3	Collections from customers	$	497.6	$	477.9
Other disbursements, other than interest and income tax payments	Other disbursements, other than interest and income tax payments	(246.8)		(228.4)		Other disbursements, other than interest and income tax payments	(493.3)		(437.8)

Interest payments, net						Interest payments, net	(9.6)		(9.6)
Income tax payments, net	Income tax payments, net	(0.5)		(1.2)		Income tax payments, net	(3.9)		(9.5)
Cash (used in) provided by operating activities from continuing operations	Cash (used in) provided by operating activities from continuing operations	$	(16.0)	$	0.7	Cash (used in) provided by operating activities from continuing operations	$	(9.2)	$	21.0

For the ~~first quarter~~six months ended ~~March 31,~~June 30, 2022, our collection from customers increased ~~$1.0~~$19.7 million due to higher ~~days~~net sales ~~outstanding.~~of 6.2%. The increase in disbursements, other than interest and income tax payments of ~~$18.4~~$55.5 million was due mostly to increase in raw material and logistic costs.

Cash flows from investing activities. Net cash used by investing activities from continuing operations during the ~~first quarter~~six months ended June 30, 2022 was ~~$12.5~~$21.4 million compared to ~~$8.1~~$14.8 million during the prior-year ~~quarter.~~period. The increase in investing activities was due to $10.4 million investment in capital expenditures mostly for our R&D facility in Wilmington Massachusetts, partially offset by $3.9 million proceeds from our net investment hedges.

Cash flows from financing activities. C~~There~~ash used in financing activities during the six months ended June 30, 2022 was no$0.8 million compared to cash provided by financing activities ~~during the first quarter compared to $0.6~~of $2.1 million during the prior-year ~~quarter.~~period. The period-over-period change was primarily due to higher tax withholding obligations related to employee equity awards and payments for finance lease obligations, partially offset by proceeds received from the exercise of stock options.

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Defined Benefit Pension Plans

Based on the U.S. advance-funded plans’ status during the ~~first quarter~~six months ended June 30, 2022 and the prior-year period, there were no minimum required payments under ERISA. We made contributions of ~~$0.1~~$0.3 million and ~~$0.3~~$0.6 million, respectively, to the U.S. and non-U.S. pension plans during the ~~first quarter and~~six months ended ~~March 31,~~June 30, 2022, respectively. We intend to fund non-U.S. pension plans based upon applicable legal requirements, as well as actuarial and trustee recommendations.

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Debt

Total debt outstanding at ~~March 31,~~June 30, 2022 was ~~$349.3~~$349.0 million. Our debt service requirements are expected to be funded through our existing sources of liquidity and operating cash flows. Subject to certain conditions stated in the Indenture, we may, at our option and at any time and from time to time, redeem the 5.5% Senior Notes prior to their maturity date in whole or in part at certain redemption prices, as discussed in Note 6, “Debt”, in the Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of the 2021 Annual Report on Form 10-K.

For further information on our 5.5% Senior Notes and Credit Agreement, please refer to Note 4, “Debt” in the Notes to the unaudited Condensed Consolidated Financial Statements included in Item 1, “Financial Statements” on this Quarterly Report on Form 10-Q.

Other Contractual Obligations and Contingencies

We have various future contractual obligations, including those for debt and related interest payments, pension funding requirements, operating leases and other operating commitments. Please refer to Note 12, “Commitments and Contingencies”, in the Notes to the unaudited Condensed Consolidated Financial Statements included in Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q for a discussion of financial assurances and other contingencies.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For information on our significant accounting policies and estimates, please refer to the Notes to our audited Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of our 2021 Annual Report on Form 10-K for the year ended December 31, 2021.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

With respect to information disclosed in the “Quantitative and Qualitative Disclosures About Market Risk” section of our 2021 Annual Report, more recent numerical measures and other information are available in the “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Quarterly Report. These more recent measures and the information disclosed in the “Quantitative and Qualitative Disclosures About Market Risk” section of our 2021 Annual Report are incorporated herein by reference.

Item 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures are designed to provide reasonable assurance that information we are required to submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on their evaluation, our principal executive officer and principal financial officer concluded that, as of ~~March 31,~~June 30, 2022, our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Remediation Activities and Status of Remaining Material Weaknesses

During the quarter ended ~~March 31,~~June 30, 2022, management, with direction from the Audit Committee, continued with the process to address the material weaknesses in internal control over financial reporting. Specifically, management has:

•~~Deployed of a new revenue policy and instituted a~~Designed automated shipping block for worldwide sales orders ~~in non-U.S.~~ to ~~ensure~~address up front price and quantity validation and a sales reserve for price and quantity disputes. This control was implemented in July 2022.

•~~Implemented monitoring activities~~Redesigned journal entries controls over the close process to require the segregated review and ~~reporting to ensure accuracy~~approval of ~~accounting and financial reporting as well as compliance.~~

all manual journal entries. This control was implemented in August 2022.

Management is committed to the remediation of the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the continued improvement of the Company’s internal control over financial reporting. Management believes the measures described above will remediate the material weaknesses identified in future periods once the controls have been in place and operating for a sufficient period to evaluate if the material weaknesses have been remediated and will strengthen the Company’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information with respect to this Item may be found in Note 12, “Commitments and Contingencies” in the Notes to the unaudited Condensed Consolidated Financial Statements included in Item 1, “Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q which information is incorporated herein by reference.

Additional information on our commitments and contingencies can be found in our Annual Report on Form 10-K for our fiscal year ended December 31, 2021.

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Item 1A. RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in Part I, Item 1A, “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In July 2020, our Board of Directors authorized a program to repurchase up to $100 million of our common stock effective through July 2022. We did not repurchase any shares during the three months ending ~~March 31,~~June 30, 2022. The Merger Agreement does not permit GCP to repurchase any shares without the prior consent of Saint-Gobain, and currently, we do not intend to repurchase any shares.

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Item 6. EXHIBITS


Exhibit No.						Description of Exhibit
3.1						Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated February 3, 2016 (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on February 4, 2016).
3.2						Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated May 3, 2018 (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on May 3, 2018).
3.3						Certificate of Designations of Series A Junior Participating Preferred Stock of GCP Applied Technologies Inc. (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on March 15, 2019).
3.4						Amended and Restated Bylaws of GCP Applied Technologies Inc., effective as of May 3, 2018 (incorporated herein by reference to Exhibit 3.2 to GCP’s Current Report on Form 8-K filed on May 3, 2018).
3.5						Amendment to the Amended and Restated By-Laws of GCP Applied Technologies Inc., dated May 6, 2021 (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on May 7, 2021).
4.1						Indenture, dated as of April 10, 2018, among GCP Applied Technologies, Inc. the guarantors party thereto and Wilmington Trust, National Association, as trustee
4.2						Form of 5.500% Note due 2026 (included as Exhibit A to Exhibit 4.1)
4.3						Rights Agreement, dated as of March 15, 2019, between GCP Applied Technologies Inc. and Equiniti Trust Company, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated herein by reference to Exhibit 4.1 to GCP’s Current Report on Form 8-K filed on March 15, 2019).
4.4						First Amendment to Rights Agreement, dated as of March 13, 2020, between GCP Applied Technologies Inc. and Equiniti Trust Company (incorporated herein by reference to Exhibit 4.1 to GCP’s Current Report on Form 8-K filed on March 13, 2020).
4.5						Second Amendment to Rights Agreement, dated as of December 5, 2021, between the Company and Equiniti Trust Company (incorporated herein by reference to Exhibit 4.1 to GCP’s Current Report on Form 8-K filed December 6, 2021)
10.1#*						~~Letter Agreement between GCP Applied Technologies Inc. and Michael Valente, effective as of December 21, 2021~~
10.2#*						~~Letter Agreement between GCP Applied Technologies Inc. and Sherry Mennenga, effective as of December 21, 2021~~
10.3#*						~~Letter Agreement between GCP Applied Technologies Inc. and David Campos, effective as of December 21, 2021~~
~~10.4~~*						~~Retention Incentive Agreement between GCP Applied Technologies Inc. and Simon Bates, effective January 24, 2022~~ ~~(incorporated herein by reference to Exhibit 10.1 to GCP’s Current Report on Form 8-K filed January 28, 2022)~~
~~10.5~~*						~~Retention Incentive Agreement between GCP Applied Technologies Inc. and Craig Merrill, effective January 24, 2022~~ ~~(incorporated herein by reference to Exhibit 10.2 to GCP’s Current Report on Form 8-K filed January 28, 2022)~~
~~10.6#~~*						~~Retention Incentive Agreement between GCP Applied Technologies Inc. and Michael Valente, effective January 24, 2022~~

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~~10.7~~#*						~~Retention Incentive Agreement between GCP Applied Technologies Inc. and Sherry Mennenga, effective January 24, 2022~~
~~10.8~~#*						~~Retention Incentive Agreement between GCP Applied Technologies Inc. and David Campos, effective January 24, 2022~~
31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**						Certification of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase
104*						The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2022 (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

~~# Indicates a management contract or any compensatory plan, contract or arrangement~~

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GCP Applied Technologies Inc. (Registrant)

Date: ~~May 9,~~August 5, 2022	By:	/s/ SIMON M. BATES
		Simon M. Bates President and Chief Executive Officer (Principal Executive Officer)

Date: ~~May 9,~~August 5, 2022	By:	/s/ CRAIG A. MERRILL
		Craig A. Merrill Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~May 9,~~August 5, 2022	By:	/s/ JAMES M. WADDELL
		James M. Waddell Vice President and Chief Accounting Officer (Principal Accounting Officer)

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