Stericycle is focused on driving long-term growth, profitability and delivering enhanced shareholder value.

As part of overall business strategy, in the third quarter of 2017, the Company initiated a comprehensive multi-year Business Transformation, which it expects to complete by 2022, with the objective to improve long-term operational and financial performance. Through September 30, 2019, the Company has incurred nearly all the originally anticipated employee termination charges, including incremental charges related principally to executive management, in connection with its initial restructuring estimate. As the Company continues to consider each key initiative of the Business Transformation additional charges may be recorded. The amount, timing and recognition of any such charges will be affected by the occurrence of triggering events, as defined under U.S. GAAP, among other factors.

We did not recognize any executive and employee termination costs during the three months ended September 30, 2019. During the nine months ended September 30, 2019, the Company recognized $5.3 million in charges related to executive and employee termination costs, of which $4.6 million was recognized within All Other, $0.6 million was recognized within the International RWCS reportable segment, and $0.1 million was recognized within the Domestic and Canada RWCS reportable segment. These amounts are reflected as part of SG&A and will be paid out over approximately two years. As of September 30, 2019, approximately $3.9 million in future payments remained accrued.

During the three and nine months ended September 30, 2018, in connection with its evolving future information systems strategy, the Company recognized a $6.8 million non-cash impairment charge for software, which is reflected as part of COR. The assets were held by the Domestic and Canada RWCS reportable segment.

During the three and nine months ended September 30, 2018, the Company recognized $1.0 million in charges related to site closures/consolidation within the Domestic and Canada RCS reporting segment, which are reflected as part of COR. The charges comprised $0.5 million related to lease termination fees and $0.5 million related to non-cash impairment charges for leasehold improvements.

During the three and nine months ended September 30, 2018, the Company incurred $0.1 million and $2.2 million, respectively, of severance payments related to Business Transformation. The Domestic and Canada RWCS and International RWCS reportable segments incurred $1.7 million and $0.3 million, respectively, with the remaining $0.2 million impacting All Other. These amounts were recognized in SG&A and were fully paid as of September 30, 2018.

During the three months and nine ended September 30, 2019 the Company recognized, in COR, total charges of $1.8 million relating to a facility exit in Romania, which is included in the International RWCS reportable segment. The charges comprised $1.4 million related to non-cash impairment charges for permits and long-lived assets, $0.2 million related to employee severance and $0.2 million related to closure and exit costs. The amounts related to employee severance remain unpaid as of September 30, 2019.

During the three months ended September 30, 2019 recognized, in COR, total charges of $0.9 million relating to a site closure in Brazil, which is included in the International RWCS reportable segment. The charges comprised $0.4 million related to non-cash impairment charges for long-lived assets, $0.4 million related to lease exit costs and $0.1 million related to employee severance.

During the nine months ended September 30, 2019 recognized, in COR, $2.0 million related to impairment charges for long-lived assets arising from a site movement in the U.S., which is included in the Domestic and Canada RWCS reportable segment.

During the nine months ended September 30, 2019 recognized, in COR, total charges of $2.2 million related primarily to impairment charges for long-lived assets due to a site closure in the U.K., which is included in the International RWCS reportable segment.

During the nine months ended September 30, 2019 recognized, in SG&A, total charges of $1.9 million related to two site closures in Brazil, which is included in the International RWCS reportable segment. The charges comprised $1.0 million related to site clean-costs, $0.4 million related to non-cash impairment charges for long-lived assets, $0.4 million related to lease exit costs and $0.1 million related to employee severance.

During the three and nine months ended September 30, 2018, the Company recognized, in SG&A, severance costs of approximately $1.1 million, associated with a reduction in headcount undertaken as part of Operational Optimization. The charges were incurred within All Other and the payments made in the fourth quarter of 2018.

During the nine months ended September 30, 2019, the Company completed, as part of its portfolio rationalization, the sale of the non-core U.K. based texting business, a component of the International RWCS reportable segment for proceeds of $14.9 million. During the three months and nine months ended September 30, 2019, the Company recognized a pre-tax loss of approximately $0.7 million and a pre-tax gain of approximately $5.1 million, respectively recognized in SG&A.

During the nine months ended September 30, 2018, the Company entered into an agreement to sell a component of the Domestic and Canada RWCS reportable segment, which closed on August 1, 2018. The Company recognized non-cash impairment charges of $6.9 million in SG&A in connection with reclassifying the assets and liabilities associated with this business as held-for-sale.

During the nine months ended September 30, 2018, the Company completed the sale of a business in the U.K., a component of the International RWCS reportable segment, for consideration of approximately $11.5 million, of which $8.2 million was received in cash at closing and $3.3 million which was held in escrow until it was received in August 2019. Prior to sale, the Company had recognized total non-cash

impairment charges of $14.8 million in connection with reclassifying the assets and liabilities as held-for-sale and subsequent changes in the fair value of these assets, including $4.2 million during the nine months ended September 30, 2018. These charges were included in SG&A.

During September 2019, the Company approved plans to sell its TAS business in North America and its retail pharmaceutical returns business in the U.S. and Puerto Rico. Accordingly, the assets and liabilities for these businesses are classified as held for sale in the accompanying Condensed Consolidated Balance Sheets. These businesses are part of CRS, which is principally presented in All Other. In October 2019, the Company entered into definitive agreements and completed the sales of these businesses for cash consideration of $36.4 million. In connection with the sale agreement for the TAS business, the Company entered into a TSA with the buyer for a period of up to 15 months. The Company will allocate and deferred a portion of the proceeds, which will be recognized over the duration of the TSA period offsetting the expenses incurred to deliver the TSA services that are not reimbursed by the buyer.

During September 2019, the Company also approved a plan to sell substantially all of its operations in Mexico. Accordingly, the assets and liabilities for these operations are classified as held for sale in the accompanying Condensed Consolidated Balance Sheets. In October 2019, the Company entered into a definitive agreement and completed the sale of the Mexico operations for nominal consideration. These operations are presented in the International RWCS reportable segment. The cumulative translation adjustment of $18.0 million was included as part of the carrying value of the disposal group when measuring the impairment charge.

During the three months ended September 30, 2019 the Company recognized the following non-cash impairment charges associated with classifying certain assets and liabilities as held-for-sale as the carrying value of the net assets held for sale exceeded their fair value less estimated costs to sell:

In millions
	Three Months Ended September 30,
	2019
CRS businesses	$	42.3
Mexico operations		40.1
Total charges	$	82.4

As of September 30, 2019, the Company had the following assets and liabilities classified as held-for-sale:

In millions
	September 30, 2019
Total current assets (primarily receivables)	$	31.5
Fixed assets		13.8
Operating lease right-of-use assets		3.3
Intangibles		47.5
Held-for-sale valuation allowance		(65.9	)
Assets held-for-sale	$	30.2

Total current liabilities	$	15.2
Long-term operating lease liabilities		2.2
Liabilities held-for-sale	$	17.4

The Company anticipates additional impacts for the individual transactions related to estimated transaction costs, foreign exchange volatility, and adjustments to working capital, prior to close and subsequently based upon the terms of the applicable agreement. Operating results for these businesses will be excluded from the financial statements subsequent to the close date of the applicable transaction.