UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001-36733
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Bermuda
2851
98-1073028
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
1050 Constitution Avenue
Philadelphia, Pennsylvania 19112
(855) 547-1461
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, $1.00 par value
AXTA
New York Stock Exchange
(Title of class)
(Trading symbol)
(Exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act Yes ☐ No ☒
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 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. (Check one): Large accelerated filer
☒ Non-accelerated filer ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2024, the last day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the
registrant was approximately $7,475 million (based on the closing sale price of the common stock on that date on the New York Stock Exchange).
As of February 6, 2025, there were 218,143,313 shares of the registrant’s common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the registrant's Proxy Statement for the 2025 Annual General Meeting of Members. Such proxy statement will be filed with the Securities and
Exchange Commission within 120 days of the close of the registrant's fiscal year ended December 31, 2024.
Table of Contents
PART I
ITEM 1.
Business
3
ITEM 1A.
Risk Factors
13
ITEM 1B.
Unresolved Staff Comments
28
ITEM 1C.
Cybersecurity
28
ITEM 2.
Properties
29
ITEM 3.
Legal Proceedings
30
ITEM 4.
Mine Safety Disclosures
30
PART II
ITEM 5.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
33
ITEM 6.
Reserved
33
ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
34
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
51
ITEM 8.
Financial Statements and Supplementary Data
53
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
101
ITEM 9A.
Controls and Procedures
101
ITEM 9B.
Other Information
101
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
101
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
102
ITEM 11.
Executive Compensation
102
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
102
ITEM 13.
Certain Relationships and Related Transactions and Director Independence
102
ITEM 14.
Principal Accountant Fees and Services
102
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
103
ITEM 16.
Form 10-K Summary
110
Signatures
111
2
Table of Contents
PART I
ITEM 1. BUSINESS
Axalta Coating Systems Ltd. (“Axalta,” the “Company,” “we,” “our” and “us”), a Bermuda exempted holding company incorporated in 2012, is a leading global manufacturer,
marketer and distributor of high-performance coatings systems and products. We have over a 150-year heritage in the coatings industry and are known for manufacturing high-
quality products with well-recognized brands supported by market-leading technology and customer service. Over the course of our history we have remained at the forefront
of our industry by continually developing innovative coatings technologies designed to enhance the performance, appearance and sustainability attributes of our customers'
products, while improving their productivity and profitability.
Our diverse global footprint allows us to meet the needs of our customer base through an extensive sales force and technical support organization, as well as independent,
locally-based distributors. Our scale and strong local presence are critical to our success, allowing us to leverage our technology portfolio and customer relationships globally
while meeting customer demands locally. We operate our business in two operating segments, Performance Coatings and Mobility Coatings, serving four end-markets globally
as highlighted below.
The table above reflects numbers for the year ended December 31, 2024.
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Net sales for our four end-markets and four regions for the year ended December 31, 2024 are highlighted below:
Note: Latin America includes Mexico. EMEA represents Europe, Middle East and Africa.
SEGMENT OVERVIEW
Performance Coatings
Through our Performance Coatings segment, we provide high-quality sustainable liquid and powder coating solutions to both large regional and global customers and to a
fragmented and local customer base. These customers comprise, among others, independent or multi-shop operator body shops as well as a wide variety of industrial
manufacturers. We are one of only a few suppliers with the technology to provide precise color matching and highly durable coatings systems. The end-markets within this
segment are refinish and industrial.
Performance Coatings End-Markets
Refinish
Sales in the refinish end-market are driven by the number of vehicle collisions, owners' propensity to repair their vehicles, the number of miles vehicle owners drive and the
size of the car parc. Although refinish coatings typically represent only a small portion of the overall vehicle repair cost, they are critical to the vehicle owner's satisfaction
given their impact on appearance. As a result, body shop operators are focused on coatings manufacturers with a strong track record of performance and reliability. Body shops
look for manufacturers with productivity enhancements, regulatory compliance, consistent quality, the presence of ongoing technical support and exact color match
technologies. Color matching is a critical component of coatings manufacturer selection, since inexact matching adversely impacts vehicle appearance, and if repainting is
required due to a poor match, it can reduce the speed and volume of repairs at a given shop. Sustainability is another important component of coatings supplier selection as the
current market trend is for products that are inherently more environmentally friendly and use less energy, such as our specially-formulated waterborne and our high solids
solventborne products that improve productivity and performance, while reducing the impact on the environment.
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We develop, market and supply a complete portfolio of innovative coatings systems and color matching technologies to facilitate faster automotive collision repairs relative to
competing technologies. Our color matching technology provides Axalta-specific formulations that enable body shops to accurately match thousands of vehicle colors,
regardless of vehicle brand, color, age or supplier of the original paint during production. It would be time-consuming and costly for a new entrant to create such an extensive
color inventory.
Industrial
The industrial end-market comprises liquid, e-coat and powder coatings used in a broad array of end-business applications. Within the industrial end-market, we focus on the
following:
•
Building Products: Focused on North America, offering leading innovation for performance, style, and durability in liquid coatings serving the OEMs and aftermarket
building segments, including external finishes, kitchen cabinets, flooring and furniture.
•
Construction: Global solutions in liquid and powder coatings for applications such as window frames, structural steel, steel roofing, and metal building materials,
typically used in residential, industrial, commercial, and monumental buildings. Coil coaters benefit from our performance solutions for applications serving customers
producing buildings as well as appliances, lighting, garage doors, HVAC systems and trailers. Architects and designers can benefit from the advice of our in-house
color experts, superior technical service and the latest trend collections available in our dedicated color experience rooms and digital tools.
•
Battery Solutions: New innovative technologies in liquid and powder coatings for battery performance, insulation and conduction to enable innovation in the
electrification and energy transition market. These new innovative technologies complement our existing solutions to insulate copper wire used in motors and
transformers and our coatings insulate sheets forming magnetic circuits of motors and transformers, computer elements and other electrical devices to provide
increased motor and power efficiency.
•
Transportation: Key provider of liquid and powder coatings for vehicle components, chassis, and agricultural, construction, and earth moving equipment, that protect
against corrosion, provide increased durability, and deliver a superior appearance.
•
General Metal Finishing: Global provider of multiple technologies for a wide array of applications, including racking and shelving, metal furniture, appliances,
protective coating, pipes and tubes, metal enclosures and fencing, industrial components, gutters, garage and entry doors, HVAC systems, metal wall panels, and
power storage and electrical boxes.
Demand in this end-market is driven by a wide variety of macroeconomic factors, such as growth in GDP and new residential and commercial construction, as well as
automotive and industrial production. There has also been an increase in demand for products that enhance environmental sustainability, corrosion resistance, productivity and
color aesthetics, which we provide through a combination of e-coat, waterborne, solventborne, ultraviolet (“UV”) and powder technologies. Customers select industrial
coatings based on protection, durability, appearance and value added through technical service and solutions, which can improve customers' application sustainability and
productivity.
Performance Coatings Products and Brands
We offer a comprehensive range of specially-formulated waterborne and solventborne products and systems used by the global automotive refinish industry to repair damaged
vehicles. Our refinish products and systems comprise a range of coatings layers, as well as fillers, aerosols, and adhesives required to match the vehicle's color and appearance,
producing a repair surface indistinguishable from the adjacent surface.
We provide systems that enable body shops to match more than 220,000 color variations, using a database with more than four million formulations, globally. Our color
technology is manifested in the pigment and dispersion technology that are utilized in our tints, one of the most technologically advanced parts of the refinish coatings system,
which makes up most of our products in a body shop. We have a large color library and several well-known, long-standing premium brands, including Cromax , Standox ,
Spies Hecker , Syrox™, and Raptor , as well as other regional and local brands.
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Our color matching and retrieval systems allow customers to quickly match any color, reducing the need for body shop technicians to repeat the color matching process, which
saves time and materials. The color matching process begins with a technician scanning a damaged vehicle with one of our advanced color matching tools, such as our Axalta
Irus Scan™ hand-held spectrophotometer. The Axalta Irus Scan™ reads the vehicle color, evaluating both the unique flake and color characteristics of the specific vehicle.
These characteristics may vary significantly, even for vehicles of the same make, model and original color, due to a variety of factors, including a vehicle's age, plant at which it
was assembled, weather conditions and operating history. The Axalta Irus Scan™ electronically connects with our ColorNet database and generates for the body shop
technician the precise mix of tints and colors needed to recreate that specific color for the part being repaired. In addition to the Axalta Irus Scan™, we offer customers several
other color matching tools, including our VINdicator database, which identifies vehicle color based on its vehicle identification number, and traditional color matching fan
decks.
We have launched a completely hands-free mixing machine for our automotive refinish customers, Axalta Irus Mix™. Axalta Irus Mix™ delivers highly accurate color and
works with Axalta’s innovative packaging, designed to help refinish customers meet or exceed key business goals, including maximizing profitability and minimizing
environmental impact.
We have also launched a global customer experience platform for refinish customers, Axalta Nimbus™. This technology seamlessly connects refinish customers to Axalta’s
tools and resources to improve efficiency, enhance productivity, boost performance, and maximize profitability. With Axalta Nimbus, customers have everything they need to
power the refinish process in a single platform, including color retrieval, product ordering, inventory management, training resources, and support. By working together in a
single platform, comprehensive business insights provide actionable data that help owners and managers make informed decisions to increase profitability and performance.
Axalta Nimbus is designed to be easy to use with an intuitive user interface for increased efficiency and customizable capabilities based on business need.
In addition, we are a leading global developer, manufacturer and supplier of functional and decorative liquid and powder coatings for a large number of diversified applications
in the industrial end-market, including building materials, cabinet, wood and luxury vinyl flooring and furniture applications in North America. Our liquid systems are used to
provide insulation and thermo-mechanical protection for electrical conductors and devices, protect automotive parts and serve as primers, basecoats, and clearcoats for alloy
and steel wheels, and provide weatherability and corrosion protection for metal building and infrastructure projects. Powder coatings products, both thermoset and
thermoplastic, are an environmentally responsible, higher transfer efficiency alternative to liquid coatings. These coatings are typically electrostatically sprayed using a
specialized spray gun and cured to create a uniform, high-quality finish. In the oil and gas industry, our powder and liquid products are used to protect components from
corrosion and severe conditions such as extreme temperatures, pressures, and harsh chemicals.
Our major industrial brands include Imron® Industrial, Tufcote™ Industrial, Corlar™ Industrial, Strenex™ Industrial, PercoTop®, Voltatex®, AquaEC™, Durapon®,
Hydropon™, UNRIVALED™, and Ceranamel® for liquid coatings and Alesta®, Teodur®, Nap-Gard®, Abcite® and Plascoat® for powder coatings.
Performance Coatings Sales, Marketing and Distribution
We leverage a large global refinish sales and technical support team to effectively serve our broad refinish customer base of approximately 93,000 body shops. Most of our
products are supplied by our network of approximately 5,000 independent local distributors. In select regions, including parts of Europe, we also sell directly to body-shop
customers through our company owned stores. These stores maintain an inventory of our products to fill orders from body shops in their market and assume credit risk and
responsibility for logistics, delivery and billing. In certain countries, we utilize importers that buy directly from us and actively market our products to body shops. Our
relationships with our top ten distributors are longstanding and continue to contribute to our success in the global refinish market.
Our large refinish sales force manages relationships directly with our end-customers to drive demand for our products, which in turn are purchased through customers in our
distributor network. Due to the local nature of the refinish industry, our sales force operates on a regional/country basis to provide clients with responsive customer service and
local insight. As part of their coverage efforts, salespeople introduce new products to body shops and provide technical support and ongoing training. We currently have 45
customer training centers established globally, which helps to deepen our customer relationships.
Our sales force also helps to drive shop productivity improvements and to install or upgrade body shop color matching and mixing equipment to improve shop profitability.
Once a coating and color system is installed, a body shop almost exclusively uses its specific supplier's products. The proprietary nature of a coatings supplier's color systems,
the substantial inventory needed to support a body shop and the body shop's familiarity with an established brand lead to high levels of customer retention. Our customer
retentions have been and continue to be strong.
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Our large direct sales team in industrial serves its end customers, driving demand which is then primarily filled directly or through channels of distribution and e-commerce. We
leverage this dedicated sales force and technical service team to provide regional support and identify global innovation projects to meet the evolving market needs. In the
powder coatings segment, we believe we are one of only three truly global producers that can satisfy the needs and specifications of a customer in multiple regions of the world,
while maximizing productivity from the broad scale and scope of our operations.
Performance Coatings Customers
Within our Performance Coatings segment, we sell coatings to customers in more than 140 countries. Our top ten customers accounted for approximately 20% of our
Performance Coatings net sales during the year ended December 31, 2024.
In our industrial and refinish end-markets we serve both large OEMs and a broad, fragmented local customer base. Our industrial end-market comprises a wide variety of
industrial manufacturers, while our refinish end-market primarily comprises approximately 93,000 body shops, including:
•
Independent Body Shops: Single location body shops that utilize premium, mainstream or economy brands based on the local market.
•
Multi-Shop Operators (“MSOs”): Body shops with more than five locations focused on providing premium paint jobs with industry leading efficiency. MSOs use
premium/mainstream coatings and state-of-the-art painting technology to increase shop productivity, allowing them to repair more vehicles faster.
•
OEM Dealership Body Shops: High-productivity body shops, located in OEM car dealerships, that operate like MSOs and provide premium services to customers
using premium/mainstream coatings.
Performance Coatings Competition
Our primary competitors in the refinish end-market include AkzoNobel, BASF, PPG and Sherwin Williams, but we also compete against local and regional players in the
markets we serve. Similarly, in the industrial end-market, we compete against multi-national suppliers, such as AkzoNobel, PPG and Sherwin-Williams, as well as a large
number of local and regional players in the markets we serve. We believe we are one of the few performance coatings companies that can provide the customer service, total
technology solutions, color design capability and product performance necessary to deliver exceptional value to our customers.
Mobility Coatings
Through our Mobility Coatings segment, we provide coatings technologies for light vehicle and commercial vehicle OEMs. These global customers are faced with evolving
megatrends in electrification, sustainability, personalization and autonomous driving that require a high level of technical expertise. The OEMs require efficient,
environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed. The end-markets within this segment are light vehicle
and commercial vehicle.
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Our portfolio brings together the best of Axalta's experience and innovation into three categories: Core Mobility Solutions, Advanced Mobility Solutions and Axalta Advantage.
•
Core Mobility Solutions comprises Axalta's best-in-class basecoats and clearcoats for color and beautification along with primers, electrocoats and powder applications
for surface protection.
•
Advanced Mobility Solutions encompasses products and applications for trends like sustainability, mass customization, two-tone and digital paint. It includes coatings
with enhanced functionality that improve LiDAR and radar performance and exterior protection for electric vehicle platforms and components.
•
Axalta Advantage features expert services and consulting to improve productivity in and outside the paint shop, including application design, process improvement,
cost and CO2 modeling, and troubleshooting.
Mobility Coatings End-Markets
Light Vehicle
Demand for light vehicle products is driven by regional light vehicle production. Light vehicle OEMs select coatings providers based on their global ability to deliver core and
advanced technological solutions that improve exterior appearance and durability and provide long-term corrosion protection. These customers also look for suppliers that offer
sustainable solutions to aid in the customer portfolio transformation and can enhance process efficiency, improve productivity and provide superior technical support. Rigorous
environmental and durability testing as well as obtaining engineering approvals are also key criteria used by global light vehicle OEMs when selecting coatings providers.
Globally integrated suppliers are important because they offer products with consistent standards across regions and can deliver high-quality products in sufficient quantity
while meeting OEM service requirements. Our global scale, people, expertise, innovative technology platforms, and customer focus position us to be a global partner and
solutions provider to the most discerning and demanding light vehicle OEMs. We believe we are one of the few coatings producers that can provide OEMs with global product
specifications, standardized color development, compatibility with the growing number of substrates, increasingly complex colors and environmentally-responsible coatings
while continuing to simplify and reduce steps in the coating application process.
Commercial Vehicle
Sales in the commercial vehicle end-market are generated from a variety of applications, including HDT, MDT, bus and rail, motorcycles, marine and aviation, as well as
related segments such as trailers, recreational vehicles and personal sport vehicles. This end-market is primarily driven by global commercial vehicle production, which is
influenced by overall economic activity, government infrastructure spending, equipment replacement cycles and evolving environmental standards for sustainability.
Commercial vehicle OEMs select coatings providers on the basis of their ability to consistently deliver advanced technological solutions that improve exterior appearance,
protection and durability and provide extensive color libraries and matching capabilities at the lowest total cost-in-use, while meeting stringent environmental requirements.
Particularly for HDT applications, truck owners demand a significant variety of custom colors and advanced product technologies to enable custom designs. Our strong
competitive position and growth are driven by our ability to provide customers with our market-leading brand, Imron , as well as leveraging our global product lines, regional
knowledge and customer service.
Mobility Coatings Products and Brands
We develop and supply a complete coatings product line for light vehicle OEMs. Our products are designed to enhance the styling and appearance of a vehicle's exterior while
providing protection from the elements, extending the life of the vehicle. Widely recognized in the industry for our advanced and patented technologies, we believe our
products not only increase productivity and profitability for OEMs but also produce attractive and durable finishes. Our light vehicle coatings portfolio is one of the broadest in
the industry.
The coatings operation is a critical component of the light vehicle assembly process, requiring a high degree of precision, speed and productivity. The paint shop process
typically includes a dip process, three application zones and three high-temperature ovens that cure each coating layer at temperatures ranging from 320°F to 400°F (i.e., “high
bake”). Our key products consist of the four main coatings layers: electrocoat (AquaEC ), primer (HyperDur™), basecoat (ChromaDyne™) and clearcoat (Lumeera™).
The coatings process accounts for a majority of the total energy consumed during the light vehicle manufacturing process. With that in mind, we have developed coatings
technologies, including 3-Wet™, Eco-Concept™ and 2-Wet Monocoat™, that help our OEM customers lower costs by reducing energy consumption and increasing
productivity.
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In today's existing mobility ecosystem, coatings provide essential beauty and color to vehicle bodies while extending the useful life of the vehicle via durability-related
properties such as chemical resistance and chip and corrosion protection. As the industry evolves, each dimension of mobility – electric vehicles, shared transportation and
autonomous driving – requires coatings with advanced functionality that, in addition to aesthetics and protection, contribute to the efficiency of electrification, vehicle design,
navigation and passenger safety, among other areas. Evolution within the mobility industry creates tremendous opportunities for OEMs but requires them to undertake
significant shifts in how they design and produce vehicles. OEMs are also increasingly looking to reduce the weight of vehicles in response to stricter vehicle emissions, fuel
consumption regulations and electric vehicle range extensions. As a result, OEMs are constructing vehicle platforms using a variety of new materials in addition to steel and
plastic, including aluminum, carbon fiber and other substrates, each of which requires specialized coatings formulations to create a uniform color and finish. We continue to
innovate with our OEM customers in driving this trend, as evidenced by use of our coatings on their flagship vehicle platforms.
We also develop and supply a wide array of coatings systems for a broad range of commercial vehicle applications. These products simultaneously enhance aesthetic
appearance and provide protection from the elements. We meet the demands of commercial vehicle customers with our extensive offering of over 90,000 different colors. In
HDT, because the metal and composite components are painted simultaneously in an automatic process, most truck OEMs use low bake coatings to ensure that the plastic
composite parts on a truck's exterior do not deform during the bake process. Truck owners demand a wide variety of custom colors that are formulated using a combination of
on-site mixing machines at the OEM or direct shipments of premixed high-volume colors from us. Our commercial vehicle brands include Imron , Imron Elite , Centari ,
Rival , Corlar epoxy undercoats and AquaEC™.
Mobility Coatings Sales, Marketing and Distribution
We have full-time technical representatives stationed at most of our light vehicle OEM customers' facilities around the world. These on-site representatives provide customer
support, monitor the painting process and track paint demand at each assembly plant. Monitoring OEM line performance in real-time is intended to allow our technical support
teams to help improve paint department operating efficiency and provide performance feedback to our formulating chemists and paint manufacturing teams. Many of our
customer technical support representatives also help OEMs manage their physical inventory by forecasting facility coatings demand based on the customer's build schedule.
We sell and ship products directly to light vehicle OEMs in each of our four regions coordinated via a global point of contact for each customer and assist OEMs with on-site
customer support. Located in 9 countries, our manufacturing facilities provide a local presence intended to cultivate strong relationships, gain intimate customer knowledge,
provide superior technical support to our key customers and maintain “just-in-time” product delivery capabilities critical to OEMs. We believe our local presence also allows us
to quickly react to changing local dynamics, offer high-quality products and provide excellent customer service.
In the commercial vehicle end-market, we employ a dedicated sales and technical service team to support our diverse customer base, including a direct sales force supporting
the HDT market. We ship our coatings directly to commercial vehicle OEMs and may also provide on-site technical service representatives that play an important role by
helping to optimize the painting process and by providing responsive customer support.
Mobility Coatings Customers
We provide our products and services to light and commercial vehicle customers at over 220 assembly plants worldwide, including all the top ten global automotive
manufacturers. We have a stable customer base and believe we are well positioned with the fastest growing OEMs in both the developed and emerging markets. Our top ten
customers accounted for approximately 62% of our Mobility Coatings net sales during the year ended December 31, 2024.
Mobility Coatings Competition
We primarily compete against large multi-national suppliers such as AkzoNobel, BASF and PPG, as well as a few regional suppliers, in the light and commercial vehicle end-
markets. With our state-of-the-art coatings solutions and local presence in key OEM geographies, we are one of the few competitors in the industry that offers global OEM
manufacturers the combination of high-quality products, personalized, top-rate technical service and short lead-times for product delivery.
SEASONALITY
Generally, our first quarter net sales are less than other quarters primarily driven by our Performance Coatings segment as a result of the nature of repairs typically performed
by our refinish end-market customers. In North America and EMEA, we typically see more significant accidents from the inclement weather that require more time to repair
and less repair throughput for our customers. Our Mobility Coatings segment does not experience significant net sales seasonality. Cash provided by operating activities has
typically been the greatest in the fourth quarter primarily driven by the timing of collections from our customers and payments to our vendors.
Economic and weather conditions have altered, and could continue to alter, seasonal patterns.
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KEY RAW MATERIALS
We use thousands of different raw materials, which fall into six broad categories: resins, pigments, solvents, monomers, isocyanates and additives. We purchase raw materials
from a diverse group of global suppliers. Where possible, we work to mitigate risks to our raw material supply through alternative sourcing strategies, strategic supplier
relationships and maintaining strategic inventories. Raw materials represent our single largest production cost component.
Prices for our raw materials generally fluctuate with supplier feedstock prices as well as supply and demand dynamics of the given raw material market. Over the past several
years, the dynamics of supply and demand had a greater impact in the cost of our raw materials than the price of the supplier feedstocks.
Historically, to manage raw material volatility, we have used a combination of price increases to customers and, in certain circumstances, contractual raw material indexing
mechanisms.
RESEARCH AND DEVELOPMENT
Our focus on technology has allowed us to proactively provide customers with next-generation offerings that enhance product performance, improve productivity and satisfy
increasingly strict environmental regulations. Since our entry into the coatings industry over 150 years ago, we believe we have consistently been at the forefront of coatings
technology innovation. These innovations have played a fundamental role in our ability to maintain and grow our global market share as well as deliver substantial financial
returns.
We believe that we are a technology leader well positioned to benefit from continued industry shifts in customer needs. Our end-markets are among the most demanding in the
coatings industry with high levels of required product performance that continuously evolve, with increasing expectations for productivity on customer lines and
environmentally responsible products. Our technology development is led by a highly experienced and educated workforce that is focused on new product development, color
development, technical customer support and improving our manufacturing processes. As such, our technology development covers two critical interrelated aspects for us,
research and development as well as technical support and manufacturing. As of December 31, 2024, we had approximately 1,300 team members dedicated to technology
development. We operate four major technology centers throughout the world where we develop and align our technology investments with regional business needs
complemented by approximately 25 regional laboratories which provide local connection to our global customer base. This includes our Global Innovation Center located in
Philadelphia, Pennsylvania, which opened in 2018 for global research, product development and technology initiatives and now serves as our global headquarters.
PATENTS, LICENSES AND TRADEMARKS
As of December 31, 2024, we had a global portfolio of approximately 680 issued patents and more than 520 trademarks. We actively apply for and obtain U.S. and foreign
patents and trademarks on new products and process innovations and as of December 31, 2024, approximately 220 patent applications were pending throughout the world.
Our primary purpose in obtaining patents is to protect the results of our research for use in operations and licensing. We are also party to a substantial number of patent licenses
and other technology licensing agreements. We have a significant number of trademarks and trademark registrations in the U.S. and in other countries, as described below.
We own or otherwise have rights to the trademarks, service marks, copyrights and trade names used in conjunction with the marketing and sale of our products and services.
These trademarks include Abcite , Alesta , AquaEC , Audurra , Axalta Irus Mix™, Axalta Irus Scan™, Axalta NextJet™, Axalta Nimbus™, Centari , Ceranamel ,
Challenger , Chemophan
, ColorNet , Corlar , Cromax , Cromax Mosaic , Durapon 70 , Duxone , Harmonized Coating Technologies , Hydropon , Imron , Imron
Elite
, Imron ExcelPro
, Lutophen
, Nap-Gard , Nason , Raptor , Rival , Spies Hecker , Standox , Stollaquid
, Syntopal
, Syrox
, U-POL , Vermeera
and
Voltatex , which are protected under applicable intellectual property laws and are the property of us and our subsidiaries.
Although we believe that our patents, licenses and trademarks in the aggregate constitute a valuable asset, we do not regard our business as being materially dependent on any
single or group of related patents, licenses or trademarks.
JOINT VENTURES
At December 31, 2024, we were party to seven joint ventures, of which three were focused in the light vehicle end-market, two were focused in the refinish end-market and two
were focused in the industrial end-market. At December 31, 2024, we were the majority shareholder, and/or exercised control, in five joint ventures, which we consolidated.
Our fully consolidated joint venture-related net sales were $62 million, $62 million, and $79 million for the years ended December 31, 2024, 2023 and 2022, respectively. See
Part I, Item 1A, “Risk Factors—Risks Related to our Business—Risks Related to Other Aspects of our Business—Our joint ventures may not operate according to our business
strategy if our joint venture partners fail to fulfill their obligations.”
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HUMAN CAPITAL RESOURCES
We believe our success is realized through the engagement and commitment of our people. As of December 31, 2024, we had approximately 12,800 team members, inclusive
of team members added from recent acquisitions, with 26% of our team members based in the U.S. and 74% based in international locations. Our workforce is distributed
globally, with approximately 45% in the Americas, 37% in EMEA and 18% in Asia Pacific.
Axalta's ability to attract, develop and retain highly skilled talent requires us to focus on the engagement, growth and well-being of each team member. As a global coatings
company, we have a diverse group of employees, including but not limited to management professionals, scientists, technicians, engineers, sales representatives, operators,
supply chain experts, and administrative and customer service professionals.
In 2024, Axalta began a journey to foster a unified performance-driven culture across the organization rooted in a One Axalta mindset. One Axalta is a mindset where we focus
on what is best for the overall organization, align and execute on our top priorities, act with speed and urgency, prioritize and simplify to eliminate unnecessary complexities,
and break down silos to tackle our biggest challenges. We believe that focus on the One Axalta mindset positions us well for future success. To accelerate adoption of this new
way of working, a company-wide training goal was established for all employees, which included, among other things, training modules around our purpose and values and the
One Axalta mindset.
As part of our efforts to drive cultural change and promote employee engagement, Axalta captures employee feedback via an annual engagement survey that is designed to
provide insights into how employees can perform at their best. Over recent years, employee participation in the survey has increased significantly and measures of engagement
have steadily improved, which we believe reflects our continued focus on addressing employee feedback and the needs of our global workforce, including our ongoing efforts
to enhance internal communications, career development, and learning and development opportunities. Axalta strives to provide a wide variety of growth opportunities for our
employees, including online trainings, on-the-job experience, education tuition assistance and financial counseling. We also aim to provide competitive compensation and
benefits across all global locations.
Safety is paramount and the well-being of our employees is our greatest responsibility. We are committed to providing a workplace that enables team members to operate safely.
Safety is ingrained in the way we do business, and our safety program is structured on the foundation that every employee is engaged and committed to improving safe
operating practices and eliminating injuries. When health and safety incidents do occur, we work to determine the causes and eliminate the potential for future similar incidents.
In 2024, Axalta's injury and illness performance resulted in a 0.30 OSHA Total Recordable Incident Rate (“TRIR”), compared to the 2.4 OSHA TRIR for the Paint and Coating
Manufacturing Industry as a whole (according to the US Bureau of Labor Statistics 2023 data).
The Compensation Committee of our Board of Directors (“Board”) has oversight of the Company's human capital management efforts. The Environment, Health, Safety and
Sustainability Committee of our Board has oversight of the Company's policies to protect the health and safety of our employees and contractors, and this committee regularly
reviews data on our safety metrics and performance.
REGULATORY COMPLIANCE
Our business is subject to significant regulations in all of the markets that we operate in and we are committed to operating our business in compliance with all applicable laws
and regulations.
Environmental
We are subject to applicable federal, state, local and foreign laws and regulations relating to environmental protection and workers' safety, including those required by the U.S.
Environmental Protection Agency (the “EPA”). Our Environment, Health, Safety (“EHS”) and Sustainability policies and standards are a key element of the foundation upon
which we develop, market, manufacture, and distribute products and services to our global customers. In 2017, we established a Board-level committee responsible for the
oversight of our EHS and Sustainability policies, performance, strategy and compliance matters. We strive to assure that all our manufacturing and distribution facilities are
operated in compliance in all material respects with applicable environmental requirements. Investigation, remediation, operation and maintenance costs associated with
environmental compliance and management of sites are a normal recurring part of our operations. We do not expect outstanding remediation obligations to have a material
impact on our financial position; however, the ultimate cost of remediation is subject to a number of variables and is difficult to accurately predict. We may also incur
significant additional costs as a result of contamination that is discovered and/or government required remediation obligations that are imposed at these or other facilities in the
future.
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In addition, we are, or may become, subject to various climate disclosure regimes regulating the disclosure of GHG emissions and related information, such as the Securities
and Exchange Commission’s (“SEC”) final rules under SEC Release No. 34-99678 and No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures
for Investors (the “Final SEC Climate Rules”), European Union’s (“EU”) Corporate Sustainability Reporting Directive (“CSRD”) and California’s Climate Corporate Data
Accountability Act and Climate Related Financial Risk Act (together, the “California Climate Laws”). The interpretation and enforcement of such climate disclosure regimes
remains uncertain, and compliance may require the investment of significant resources, increase our costs, disrupt our business operations and pose reputational and other risks.
Non-U.S. Sales
Our non-U.S. sales are subject to both U.S. and non-U.S. governmental regulations and procurement policies and practices, including regulations relating to import-export
control, tariffs, investment, exchange controls, anti-corruption and repatriation of earnings. Non-U.S. sales are also subject to varying currency, political and economic risks.
Privacy Regulations
We are also subject to and comply with increasingly complex privacy and data protection laws and regulations in the United States and other jurisdictions. This includes the
EU's General Data Protection Regulation (“GDPR”), which enforces rules relating to the protections around the processing and transfer of personal data. In addition,
California’s Consumer Privacy Act, as modified by the California Privacy Rights Act, provides consumers with the right to know what personal data is being collected, know
whether their personal data is sold or disclosed and to whom and opt out of the sale of their personal data, among other rights. The interpretation and enforcement of such
regulations are continuously evolving and there may be uncertainty with respect to how to comply with them. Noncompliance with GDPR and other data protection laws could
result in damage to our reputation and payment of significant monetary penalties.
WHERE YOU CAN FIND MORE INFORMATION
Our website address is www.axalta.com. We post, and shareholders may access without charge, our recent filings and any amendments thereto of our annual reports on Form
10-K, quarterly reports on Form 10-Q and proxy statements as soon as reasonably practicable after such reports are filed with the SEC. We also post all financial press releases,
including earnings releases, to our website. We use our investor relations page at ir.axalta.com as a means of disclosing material information to the public in a broad, non-
exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (or Reg. FD). Investors should routinely monitor that site, in addition to our press releases, SEC
filings and public conference calls and webcasts, as information posted on that page could be deemed to be material information. All other reports filed or furnished to the SEC
on the SEC's website, www.sec.gov, including current reports on Form 8-K, are available via direct link on our website. Reference to our and the SEC's websites herein do not
incorporate by reference any information contained on those websites and such information should not be considered part of this Annual Report on Form 10-K.
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ITEM 1A. RISK FACTORS
As a global manufacturer, marketer and distributor of high-performance coatings systems, we operate in a business environment that includes risks. If any of the events
contemplated by the following discussion of risks should occur, our business, results of operations, financial condition and cash flows could suffer materially and adversely.
While the factors listed here are considered to be the more significant factors, they should not be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors, including those in other documents we file from time to time with the SEC, may materially and adversely affect our business, results of operations, financial
condition and cash flows.
Risks Related to our Business
Risks Related to Execution of our Strategic and Operating Plans
Our financial position, results of operations and cash flows could be materially adversely affected by difficult economic conditions and/or significant volatility in the
capital, credit and commodities markets.
Several of the end-markets we serve are cyclical, and macroeconomic and other factors beyond our control have in the past and could in the future reduce demand from these
end-markets for our products, including as a result of depressed demand for our customers' products or services, and materially adversely affect our business, financial
condition, results of operations and cash flows. For example, weak economic conditions have in the past depressed and could in the future depress new car sales and/or
production, reducing demand for our light vehicle OEM coatings and limiting the growth of the car parc. This has in the past and could in the future cause a related decline in
demand for our automotive refinish coatings because, as the age of a vehicle increases, the propensity of car owners to pay for cosmetic repairs generally decreases. Also,
during difficult economic times, car owners may refrain from seeking repairs for their damaged vehicles. Similarly, periods of reduced global economic activity could hinder
global industrial output or cause our customers to reduce their levels of inventory (also referred to as destocking practices), which could decrease demand for our products.
Our global business is adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending, construction activity,
Class 8 truck production and industrial manufacturing, which effects are exacerbated in a high interest rate environment. Disruptions in the U.S., Europe or other economies, or
weakening of emerging markets, such as China or Latin America, could adversely affect our sales, profitability and/or liquidity.
Further, a tightening of credit in financial markets could adversely affect the ability of our customers to obtain financing to support their operations, which could result in a
decrease in or cancellation of orders for our products and services and impact the ability of our customers to make payments owed to us. Similarly, a tightening of credit in
financial markets could adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy, which could
impact our ability to procure materials in a timely manner or at all. Lastly, a tightening of credit markets and a high interest rate environment make it more difficult for our
customers to borrow to fund construction activity, manufacturing operations and other capital projects, which in turn reduces demand for our products and could have a material
adverse impact on our business, financial condition, results of operations and cash flows.
Improved safety features on vehicles, commercialization of autonomous vehicles, insurance company influence, the introduction of new business models or new methods
of travel, and weather conditions may reduce the demand for some of our products and could have a negative effect on our business, financial condition, results of
operations and cash flows.
Vehicle manufacturers continue to develop new safety features such as collision avoidance technology and autonomous vehicles that may reduce the rate and amount of vehicle
collisions, potentially negatively impacting demand for our refinish coatings. Insurance companies may influence vehicle owners to use body shops that do not use our
products, which could also negatively impact demand for our refinish coatings. In addition, through the introduction of new technologies, new business models or new methods
of travel, such as ridesharing, the number of automotive OEM new builds may decline, potentially reducing demand for our automotive OEM coatings. Furthermore, weather
conditions have had and may in the future have an adverse effect on our sales of coatings and related products. For example, unusually mild weather during winter months may
lead to fewer vehicle collisions, reducing demand for our refinish coatings. Any resulting reduction in demand for our refinish coatings could have a material adverse effect on
our business, financial condition, results of operations and cash flows.
The loss of, or reduced purchases by, or our failure to meet our obligations to, any of our largest customers, or the consolidation of MSOs, distributors and/or body shops,
could adversely affect our business, financial condition, results of operations and cash flows.
We have some customers that purchase a large amount of products from us and we are also reliant on distributors to assist us in selling our products. Our largest single customer
accounted for approximately 5% of our 2024 net sales and our largest distributor accounted for approximately 3% of our 2024 net sales. Consolidation of any of our customers,
including MSOs, distributors and body shops, could decrease our customer base and impact our business, financial condition, results of operations and cash flows. For example,
consolidation among distributors, like that seen within the refinish end-market in 2024, may create larger enterprises with greater negotiating power, resulting in changes to
purchasing behaviors (including if the resulting business engages in inventory destocking measures) or the loss of our customers if the resulting business
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chooses to use one of our competitors for the consolidated business. Further, the loss of any of our large customers or significant changes in their level of purchases, as a result
of changes in business conditions, working capital levels, product requirements, consolidation, inventory destocking or otherwise, could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
In addition, certain key customers have substantial purchasing power and leverage in negotiating contractual arrangements with us. These customers have demanded and may in
the future demand contract terms that differ considerably from our standard terms and conditions. Large orders have also included and may in the future also include severe
liabilities if we fail to provide the quantity and quality of product at the required delivery times or fail to meet other obligations. While we attempt to contractually limit our
potential liability, we have agreed to, and we may in the future agree to, unfavorable contracting terms to secure these orders. Such actions have exposed us, and in the future
could expose us, to significant additional risks should we fail to meet our obligations. For example, failure to meet customer expectations or contractual obligations related to
the quality of our products has previously resulted in liabilities or indemnification claims, including those resulting from the operational matter discussed in Note 6 to the
consolidated financial statements included elsewhere in this Annual Report on Form 10-K; any such future failures may result in a material adverse impact on our business,
financial condition, results of operations and cash flows.
We may be unable to successfully execute on our growth initiatives or targets, business strategies or operating plans.
We continue to execute, and have in the past executed, on a number of growth initiatives, strategies and operating plans designed to enhance our business, including
productivity enhancements, cost reduction measures, cost savings initiatives and restructurings. For example, during February 2024, we announced a global transformation
initiative intended to simplify the Company’s organizational structure and enable us to be more proactive, responsive, and agile and to better serve our customers and to lower
our cost base and improve financial performance and cash flow generation (the “2024 Transformation Initiative”) and, at our Strategy Day in May 2024, we announced our
three-year 2024-2026 strategy (the “2026 A Plan”). The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate and a variety of
factors could cause us to fail to realize some or all of the expected benefits and targets, including growth, cost savings, improved financial performance and productivity
enhancements. These factors include, among others: delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans, including
those related to actions needed to satisfy legal requirements in certain jurisdictions; increased difficulty and cost in implementing these efforts; adverse legal, reputational and
financial effects on the Company resulting from such efforts; and the incurrence of other unexpected costs associated with operating the business. Further, our continued
implementation of these programs may disrupt our operations and performance. We have in the past, and may in the future, fail to realize the full extent of the anticipated
benefits from, or targets related to, such efforts and we cannot assure you that we will realize these benefits or targets. If, for any reason, the benefits we realize, or our actual
results, are less than our estimates or targets, or the implementation of these growth initiatives, strategies and operating plans adversely affect our operations or cost more or
take longer to effectuate than we expect, or if our assumptions prove inaccurate, our results of operations may be materially adversely affected. From time to time, we may
commence operations at new manufacturing facilities, such as the Mobility Coatings manufacturing facility we opened in 2023 in Jilin City, Jilin Province, China, and cease
operations at existing manufacturing facilities, including through relocating, eliminating or utilizing alternative sources for such operations. We may not be able to successfully
commence such new operations or cease such existing operations and our failure to successfully do so could have a material adverse impact on our business results.
We rely on our distributor network and third-party delivery services for the distribution and export of certain of our products. A significant disruption in these services or
significant increases in prices for these services may disrupt our ability to export material or increase our costs.
We ship a significant portion of our products to our customers through our distributor network as well as independent third-party delivery companies. If any of our key
distributors or third-party delivery providers experiences a significant disruption, our products may not be timely delivered. Distributors may also decide to reduce their levels
of inventory with respect to our products, which could have a material adverse impact on our business, financial condition, results of operations and cash flows. In addition, if
any of our third-party delivery providers increase prices and we are not able to pass along these increases to customers, find comparable alternatives or adjust our delivery
network, our business, financial condition, results of operations and cash flows could be adversely affected.
We rely on certain of our manufacturing facilities to make a significant amount of product, and certain products can only be made at specific facilities.
A small number of our manufacturing facilities have historically produced a substantial majority of our products, and certain of our products can only be made at specific
facilities. Any disruption of operations at one of these facilities, like those that occurred in North America in the second quarter of 2023 due to production constraints following
our implementation of a new enterprise resource planning system (“ERP”) in the region in the quarter, have in the past and could in the future significantly affect our
production, distribution or our ability to fulfill our contractual obligations, including to our largest customers, which have in the past and could in the future damage our
customer relationships, and our business, financial condition, results of operations and cash flows could be adversely affected. While we have certain plans in place that are
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intended to mitigate the risks of such manufacturing concentration, we cannot be certain that such contingency plans would be effective.
Price increases, business and supply chain interruptions, declines in the supply of raw materials or disruptions to our major tolling arrangements could have a significant
impact on our ability to grow or sustain earnings.
Our manufacturing processes consume significant amounts of raw materials, the costs of which are subject to change based on fluctuations in worldwide supply and demand as
well as other factors beyond our control, including inflationary pressures like those seen most recently from mid-2021 through 2022, and which abated for most categories
during 2023 and 2024. We use a significant amount of raw materials derived from crude oil and natural gas. While the majority of our raw material inputs are fourth to sixth
generation derivatives of crude oil and natural gas, volatile oil and gas prices, as well as other unrelated factors, can cause significant variations in our raw materials costs,
affecting our operating results. While we attempt to limit the impact of fluctuations in the prices of raw materials by implementing raw material price adjustment mechanisms
based on index pricing in certain of our contractual arrangements, such mechanisms may be ineffective and often lag market price changes and we can provide no assurance
that we will be able to secure such contractual terms in future contracts or renewals of existing contracts. As a result, in rising raw material price environments, we may be
unable to pass along these increased costs to our customers. Additionally, in declining raw material price environments, we may not realize raw material cost savings because of
such lags, or customers may seek price concessions from us greater than any raw material cost savings we realize. If we are not able to fully offset the effects of higher raw
materials costs, or if customers demand greater raw material price concessions than we obtain in low raw material cost environments, our financial results could deteriorate.
Additionally, we obtain certain of our raw materials from selected key suppliers. If any sole source supplier of raw materials ceases supplying raw materials to us, or if any of
our key suppliers is unable to meet its obligations in a timely fashion or at an acceptable price, or at all, we may be forced to incur higher costs to obtain the necessary raw
materials elsewhere or, in limited instances, we may not be able to obtain the necessary raw materials. Additionally, in certain instances, we rely on third parties to toll
manufacture certain of our intermediates and products. If any of our key tolling partners ceases to provide toll manufacturing services to us, either permanently or temporarily,
we would be required to arrange for alternative manufacturing arrangements, which we may not be able to arrange on financially attractive terms, on a timely basis or at all.
In addition to the risks associated with raw materials prices, supplier capacity constraints, supplier production disruptions, including supply disruptions from our sole source or
other key suppliers, supply chain and logistics congestion and disruptions, increasing costs for energy and freight, the unavailability of certain raw materials or disruptions to
our key tolling arrangements could result in harm to our manufacturing capabilities or supply imbalances that may have a material adverse effect on our business, financial
condition, results of operations and cash flows. Moreover, rising costs of freight, logistics, energy and labor, as we experienced over 2022, and which generally abated in 2023
and 2024, increase our cost of sales and reduce our profitability.
Failure to develop and market new products and manage product life cycles could impact our competitive position and have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Our operating results are largely dependent on our development and management of our portfolio of current, new and developing products and services as well as our ability to
bring those products and services to market. Difficulties or delays in product development, such as the inability to identify viable new products, successfully complete research
and development, obtain relevant regulatory approvals, effectively manage our manufacturing process or costs, obtain intellectual property protection, or gain market
acceptance of new products and services could have a material adverse effect on our business, financial condition, results of operations and cash flows. Because of the lengthy
and costly development process, technological challenges and intense competition, we cannot assure you that any of the products we are currently developing, or that we may
develop in the future, will achieve commercial success. For example, in addition to developing technologically advanced products, commercial success of those products will
depend on customer acceptance and implementation of those products as well as the products and services offered and developed by our current and future competitors and the
related intellectual property rights held by such competitors. A failure to develop commercially successful products or to develop additional uses for existing products could
materially adversely affect our business, financial condition, results of operations or cash flows. Further, sales of our new products could replace sales of some of our current
products, offsetting the benefit of even a successful product introduction.
Risks Related to our Global Operations
As a global business, we are subject to risks associated with our non-U.S. operations and U.S. and foreign trade policy.
We conduct our business on a global basis, with approximately 65% of our 2024 net sales occurring outside the United States. We anticipate that international sales will
continue to represent a substantial portion of our net sales and that our strategy for continued growth and profitability may entail further international expansion, particularly in
emerging markets. Changes in local and regional economic or political conditions could affect product demand in our non-U.S. operations. Specifically, our financial results
could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar
organizations. These conditions include, but are not limited to, changes in a country's or region's social, economic or political conditions, military conflicts, including the
current conflicts between Russia and Ukraine and in the Middle East, geopolitical disputes, including as a result of China-Taiwan relations, trade regulations affecting
production, pricing and marketing of products, local labor conditions and regulations,
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semiconductor chip shortages, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities,
trapped cash issues, burdensome taxes and tariffs and other trade barriers, as well as the imposition of economic or other trade sanctions, each of which could impact our ability
to do business in certain jurisdictions or with certain persons.
The U.S. government has taken actions or made proposals that are intended to address trade imbalances or trade practices, specifically with China, among other countries,
which include encouraging increased production in the United States. Furthermore, the current administration has begun implementing a more protectionist trade environment,
including through measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S. trade agreements and other government regulations
affecting trade between the U.S. and other countries where we conduct our business, including announced tariffs on imports from China and Mexico, and threatened tariffs on
imports from the EU. These actions and proposals have resulted or could result in retaliatory actions by affected countries. Such changes could increase the price we pay for
certain raw materials we import from such countries, for which we may not able to obtain alternative supply at equivalent or lower prices, reduce demand for our products in
other countries and adversely impact the U.S. economy or certain sectors thereof or the economy of other countries in which we conduct operations, our industry and supply
chain, all of which could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Legal and Regulatory Compliance and Litigation
Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of
operations.
Doing business on a global basis requires us to comply with the laws and regulations of the U.S. government and those of various international and sub-national jurisdictions,
and our failure to successfully comply with these rules and regulations may expose us to liabilities which may be significant. These laws and regulations apply to companies,
individual directors, officers, employees and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our
international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the United
Kingdom Bribery Act 2010 (the “Bribery Act”), as well as anti-corruption laws of the various jurisdictions in which we operate. The FCPA, the Bribery Act and other laws
prohibit us and our officers, directors, employees and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to foreign
officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. As part of our business, we may, from
time to time, deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA or the
Bribery Act. We are subject to the jurisdiction of various governments and regulatory agencies outside of the U.S., which may bring our personnel into contact with foreign
officials responsible for issuing or renewing permits, licenses or approvals or for enforcing or overseeing other governmental regulations. In addition, some of the international
locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of
violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions
and exclusion from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive and damaging to our
reputation. Although we have implemented anti-corruption policies and procedures and provide training on these matters, there can be no guarantee that these policies,
procedures and training will effectively prevent violations or alleged violations by our employees or representatives in the future, and we could face liability and reputational
harm if our distributors and other business partners violate such laws or regulations.
Evolving environmental, safety, product stewardship, consumer protection or other regulations and laws, including with respect to disclosure of metrics related to such
areas, could have a material adverse effect on our business and consolidated financial condition.
Our manufacturing activities and products, both inside and outside of the U.S., are subject to regulation by various federal, state, provincial and local laws, regulations and
government agencies, including the EPA, as well as other authorities both inside and outside of the U.S. In addition, legal and regulatory systems in emerging and developing
markets may be less developed and less consistent. Laws and regulations, and the interpretation and enforcement thereof, may change as a result of a variety of factors,
including political, economic, regulatory or social events or in response to climate change. Changes in our business, whether resulting from acquisitions or otherwise, have
previously increased, and may further increase, our exposure to additional laws and regulations, such as consumer protection statutes. The specific impact of changing laws and
regulations, or the interpretation or enforcement of current or future laws and regulations, on our business may vary depending on a number of factors. As a result of changing
laws and regulations, or the interpretation or enforcement of current or future laws and regulations, we have been and may in the future be required to make expenditures to
modify operations, relocate operations, perform site cleanups or other environmental remediation, or curtail or cease operations, which could have a material adverse effect on
our business, financial condition, results of operations and cash flows. Requirements relating to product stewardship and resource sustainability, including product recycling,
packaging, composition and disposal, may also require us to incur significant expenses, including expenses related to costs, fines or other penalties, suspensions or
modifications of products or manufacturing processes related to such products, or prohibitions of products we manufacture. In addition, new disclosure and due diligence
requirements related to GHG emissions and climate
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change and other environmental, social and governance (“ESG”) related topics, such as supply chain due diligence requirements, including the Final SEC Climate Rules, the
California Climate Laws, the EU's recently adopted CSRD and Corporate Sustainability Due Diligence Directive (“CSDDD”), and other requirements adopted by national and
sub-national jurisdictions from time to time, may negatively impact our business by diverting resources and harming our reputation.
We cannot predict the impact that changing climate conditions or more frequent and severe weather events, if any, will have on our business, results of operations, financial
condition or cash flows. Moreover, we cannot predict how legal, regulatory and social responses to concerns about climate change, as well as other sustainability and
environmental matters, will impact our business.
As a result of our current and past operations and/or products, including operations and/or products related to our businesses prior to the Acquisition, we could incur
significant environmental liabilities and costs.
We are subject to various laws and regulations around the world governing the protection of the environment and health and safety, including the discharge of pollutants into the
air and water and the management and disposal of hazardous substances. These laws and regulations not only govern our current operations and products, but also impose
potential liability on us for our or our predecessors' past operations. We could incur fines, penalties and other sanctions as a result of violations of such laws and regulations. In
addition, as a result of our operations and/or products, including our past operations and/or products related to our businesses prior to the acquisition of DuPont Performance
Coatings (“DPC”), a business formerly owned by E. I. du Pont de Nemours and Company (now known as EIDP, Inc., a subsidiary of Corteva, Inc.) (“EIDP”), including certain
assets of DPC and all of the capital stock and other equity interests of certain entities engaged in the DPC business (the “Acquisition”), we could incur substantial costs,
including costs relating to remediation and restoration activities and third-party claims for property damage or personal injury. The ultimate costs under environmental laws and
the timing of these costs are difficult to accurately predict. Our accruals for costs and liabilities at sites where contamination is being investigated or remediated may not be
adequate because the estimates on which the accruals are based depend on a number of factors, including the nature and extent of contamination, the outcome of discussions
with regulatory agencies, available technology, site-specific information, remediation alternatives and, at multi-party sites, other Potentially Responsible Parties (“PRPs”) and
the number and financial viability of the other PRPs. Additional contamination may also be identified, and/or additional cleanup obligations may be incurred, at these or other
sites in the future. For example, periodic monitoring or investigation activities are ongoing at a number of our sites where contaminants have been detected or are suspected,
and we may incur additional costs if more active or extensive remediation is required. In addition, in connection with the Acquisition, EIDP has, subject to certain exceptions
and exclusions, agreed to indemnify us for certain liabilities relating to environmental remediation obligations and certain claims relating to the exposure to hazardous
substances and products manufactured prior to our separation from EIDP. We could incur material additional costs if EIDP fails to meet its obligations, if the indemnification
proves insufficient or if we otherwise are unable to recover costs associated with such liabilities. The costs of our current operations, complying with complex environmental
laws and regulations, as well as internal voluntary programs, are significant and will continue to be so for the foreseeable future as environmental regulations become more
stringent.
We handle and transport certain materials that are inherently hazardous due to their toxic nature.
In our business, we handle and transport hazardous materials. If mishandled or released into the environment, whether by us or providers who are contracted for transportation,
these materials could cause substantial property damage, environmental harm or personal injuries resulting in significant legal claims against us. In addition, evolving
regulations concerning the handling and transportation of certain materials could result in increased future capital or operating costs.
Our results of operations could be adversely affected by litigation and claims.
We face risks arising from various litigation matters and other claims that have been asserted against us or that may be asserted against us in the future, including, but not
limited to, claims for product liability, patent and trademark infringement, antitrust, warranty, contract and third-party property damage or personal injury, including claims
arising from the matters described in Note 6 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For instance, we have seen a
continuing nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site
remediation and punitive damages arising from alleged environmental torts without claiming present personal injuries. We have also seen a continuing trend in public and
private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. There is also heightened scrutiny by governments,
regulators and potential plaintiffs on the usage of per- and polyfluoroalkyl substances (“PFAS”) in products, the role of PFAS in the contamination of soil, air and water and
health concerns related to the use of products containing PFAS. Governmental inquiries or requirements involving PFAS could cause us to incur liability for damages or other
costs, civil proceedings, including personal injury claims, class actions, the imposition of fines and penalties, or other remedies, as well as restrictions on or added costs for our
business operations going forward.
Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A
future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on us. An adverse outcome in any one or more of these
matters could be material to our business, financial condition, results of operations and cash flows.
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Risks Related to Human Resources
If we are required to make unexpected payments to any pension plans applicable to our employees, our financial condition may be adversely affected.
We have defined benefit pension plans in which many of our current and former employees outside the U.S. participate or have participated. Many of these plans are
underfunded or unfunded and the liabilities in relation to these plans will need to be satisfied as they mature from our operating reserves. In jurisdictions where the defined
benefit pension plans are intended to be funded with assets in a trust or other funding vehicle, the liabilities exceed the corresponding assets in many of the plans. Various
factors, such as changes in actuarial estimates and assumptions (including as to life expectancy, discount rates and rate of return on assets) as well as changes in asset
allocations and actual return on assets, can increase the expenses and liabilities of the defined benefit pension plans. The assets and liabilities of the plans must be valued from
time to time under applicable funding rules and as a result we may be required to increase the cash payments we make in relation to these defined benefit pension plans.
Our financial condition, results of operations and cash flows may be adversely affected to the extent that we are required to make any additional payments to any relevant
defined benefit pension plans in excess of the amounts assumed in our current projections and assumptions or report higher pension plan expenses under relevant accounting
rules.
We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and
cause us to incur incremental costs.
Many of our employees globally are in unions or otherwise covered by labor agreements, including works councils. As of December 31, 2024, substantially all of our U.S.
workforce was not unionized and approximately half of our workforce outside the U.S. was unionized or otherwise covered by labor agreements. Consequently, we have been
and may in the future be subject to union campaigns, work stoppages, union negotiations and other labor disputes. Additionally, negotiations with unions or works councils in
connection with existing labor agreements may result in significant increases in our cost of labor, limit our ability to restructure or manage our operations, divert management's
attention away from operating our business or break down and result in the disruption of our operations. The occurrence of any of the preceding outcomes could impair our
ability to manufacture our products and result in increased costs and/or worsened operating results. Further, we have been and may in the future be impacted by work stoppages
at our suppliers or customers that are beyond our control.
We may not be able to recruit and retain the experienced and skilled personnel we need to compete.
Our future success depends on our ability to attract, retain, develop and motivate highly skilled personnel. We must have talented personnel to succeed, and competition for
management and skilled employees in our industry is intense. Our ability to meet our performance and growth goals depends upon the personal efforts and abilities of our
management and skilled employees. We cannot assure you that we will retain or successfully recruit senior management, or that their services will remain available to us. In
addition, increasing legislative, regulatory and judicial scrutiny, or limitations, on employee non-compete and similar agreements and restrictions may make it easier for former
employees to work for our competitors or to otherwise compete with our business. We also cannot assure you that we will successfully respond to changing employee
preferences in the past few years, including flexible working arrangements. Failures in these areas could adversely affect our business, financial condition, results of operations
and cash flows.
Risks Related to Intellectual Property
Our inability to protect and enforce our intellectual property rights could adversely affect our financial results.
Intellectual property rights both in the U.S. and in foreign countries, including patents, trade secrets, confidential information, trademarks and trade names, are important to our
business and will be critical to our ability to grow and succeed in the future. We make decisions on whether to apply for intellectual property protection and what kind of
protection to pursue based on a cost benefit analysis. While we endeavor to protect our intellectual property rights in certain jurisdictions in which our products are produced or
used and in jurisdictions into which our products are imported, the decision to file for intellectual property protection is made on a case-by-case basis and we may not
accurately assess the jurisdictions where intellectual property protection is worthwhile. Because of the differences in foreign trademark, patent and other laws concerning
intellectual property rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the U.S. Our failure to obtain or
maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, financial condition, results of operations and
cash flows.
We have applied for patent protection relating to certain existing and proposed products, processes and services in certain jurisdictions. If we fail to timely file a patent
application in any jurisdiction, we may be precluded from doing so at a later date. Furthermore, the initial claims may be narrowed through the prosecution process and we
cannot assure you that our pending patent applications will not be challenged by third parties or that such applications will eventually be granted by the applicable patent
offices. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful
protection or commercial advantage. Our existing patents will all eventually expire, after which we will not be able to prevent our competitors from using our previously
patented technologies, which could materially adversely affect our competitive advantage stemming from the applicable products and
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technologies. We also cannot assure you that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents.
We also utilize and rely on a significant number of unpatented proprietary technologies. It is possible that others will independently develop the same or similar technology or
otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require certain employees, consultants, advisors and
collaborators to enter into confidentiality agreements as we deem appropriate. We cannot assure you that we will be able to enter into these confidentiality agreements or that
these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or
disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we could be materially
adversely affected.
We rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors and have registered or applied to register many of
these trademarks. We cannot assure you that our trademark applications will be approved. Third parties have in the past and in the future may oppose our trademark
applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which
could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will
not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.
We also license certain of our trademarks for use by third parties. In an effort to preserve our trademark rights, we enter into license agreements with these third parties that
govern the use of our trademarks and contain limitations on their use. Although we make efforts to police the use of our trademarks by our licensees, we cannot assure you that
these efforts will be sufficient to ensure that our licensees abide by the terms of their licenses. In the event that our licensees fail to do so, our trademark rights could be diluted.
We are also a licensee of certain intellectual property owned by third parties. Failure to maintain such licenses or our inability to continue to use such intellectual property, due
to disputes with those third parties or otherwise, could adversely affect our business.
If we are sued for infringing intellectual property rights of third parties, it may be costly and time consuming, and an unfavorable outcome in any litigation could harm
our business.
We cannot assure you that our activities will not, unintentionally or otherwise, infringe on the patents, trademarks or other intellectual property rights owned by others. We may
spend significant time and effort and incur significant litigation costs if we are required to defend ourselves against claims of intellectual property rights infringement,
regardless of whether the claims have merit. If we are found to have infringed on the patents, trademarks or other intellectual property rights of others, we may be subject to
substantial claims for damages, which could materially impact our business, financial condition, results of operations and cash flow. We may also be required to cease
development, use or sale of the relevant products or processes, or we may be required to obtain a license on the disputed rights, which may not be available on commercially
reasonable terms, if at all.
Risks Related to Other Aspects of our Business
We may continue to engage in acquisitions and divestitures, and may encounter difficulties integrating acquired businesses with, or disposing of divested businesses from,
our current operations and, as a result, we may not realize the anticipated benefits of these acquisitions and divestitures.
We expect to continue to seek to grow through acquisitions, joint ventures or other arrangements. Our due diligence reviews in these transactions may not identify all of the
issues necessary to accurately estimate the cost or potential loss contingencies with respect to a particular transaction, including potential exposure to regulatory sanctions
resulting from a counterparty's previous activities. We may incur unanticipated costs or expenses, including post-closing asset impairment charges or expenses associated with
eliminating redundant facilities or from litigation and other liabilities. We may also face regulatory scrutiny as a result of perceived concentration in certain markets, which
could cause additional delay or prevent us from completing certain acquisitions that would be beneficial to our business. We may also encounter difficulties in integrating
acquisitions with our operations, applying our internal controls processes to these acquisitions or managing strategic investments. Additionally, we may not achieve the benefits,
including synergies and cost savings, as well as the growth and the fit with our existing businesses, we anticipate when we first enter into a transaction in the amount or on the
timeframe anticipated. Any of the foregoing could adversely affect our business and results of operations. In addition, accounting requirements relating to business
combinations, including the requirement to expense certain acquisition costs as incurred, may cause us to experience greater earnings volatility and generally lower earnings
during periods in which we acquire new businesses. Furthermore, we have in the past made and may in the future make divestitures from time to time. These divestitures may
result in continued financial involvement in the divested businesses, such as through indemnities, guarantees or other financial arrangements. These arrangements could result
in financial obligations imposed upon us, reduce our net sales and profitability and could affect our future financial condition, results of operations and cash flows. Acquisitions
and divestitures may also require us to devote significant internal resources and could divert management's attention away from operating our business.
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Our joint ventures may not operate according to our business strategy if our joint venture partners fail to fulfill their obligations.
As part of our business, we have entered into certain, and may in the future enter into additional, joint venture arrangements. The nature of a joint venture requires us to share
control over significant decisions with unaffiliated third parties. Since we may not exercise control over our current or future joint ventures, we may not be able to require our
joint ventures to take actions that we believe are necessary to implement our business strategy. Additionally, differences in views among joint venture participants may result in
delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from our business strategy, our results of operations could be
materially adversely affected.
EIDP's potential breach of its obligations in connection with the Acquisition, including failure to comply with its indemnification obligations, may materially affect our
business and operating results.
Although the Acquisition closed on February 1, 2013, EIDP still has performance obligations to us, including fulfilling certain indemnification requirements. We could incur
material additional costs if EIDP fails to meet its obligations or if we otherwise are unable to recover costs associated with such liabilities.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common shares.
Based on the market price of our common shares and the composition of our income, assets and operations, we do not expect to be treated as a passive foreign investment
company (“PFIC”) for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the application of the PFIC rules is subject to
uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position. Furthermore, this is a factual determination that
must be made annually after the close of each taxable year. If we are treated as a PFIC for any taxable year during which a U.S. person holds our common shares, certain
adverse U.S. federal income tax consequences could apply to such U.S. person.
Risks Related to our Indebtedness
Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy and
our industry and our flexibility in managing our business, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations
with respect to our indebtedness.
As of December 31, 2024, we had approximately $3.4 billion of indebtedness on a consolidated basis. As of December 31, 2024, we were in compliance with all of the
covenants under our outstanding debt instruments. We are more leveraged than some of our competitors, which could adversely affect our business plans.
Our substantial indebtedness could have important consequences to you. For example, it could:
•
limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
•
require us to devote a substantial portion of our annual cash flow to the payment of interest on our indebtedness;
•
expose us to the risk of high interest rates, as, over the term of our debt, the interest cost on a significant portion of our indebtedness is subject to changes in interest
rates;
•
limit our ability to repurchase our common shares or pay dividends;
•
limit our flexibility in managing our business through our obligation to comply with customary financial and other covenants in the instruments governing our
indebtedness, including the indentures governing our Senior Notes (as defined in Note 19 to the consolidated financial statements included elsewhere in this Annual
Report on Form 10-K) and the credit agreement governing our Senior Secured Credit Facilities (as defined in Note 19 to the consolidated financial statements included
elsewhere in this Annual Report on Form 10-K), which covenants are described in further detail in Note 19 to our consolidated financial statements included elsewhere
in this Annual Report on Form 10-K; and
•
increase our vulnerability to and limit our flexibility in planning for, or reacting to, downturns in general economic conditions or in one or more of our businesses.
To service all of our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.
As described below in “Risks Related to Ownership of our Common Shares,” our ability to generate cash is dependent on the earnings and receipt of funds from our
subsidiaries and joint ventures, which businesses are subject to prevailing economic and competitive conditions, and to financial, business, legislative, regulatory and other
factors beyond our control. Our business may not generate sufficient cash flow from operations and future borrowings may not be available under our Senior Secured Credit
Facilities in an amount sufficient to enable us to pay the principal, premium, if any, and interest on our indebtedness, or to fund our other liquidity needs, including planned
capital expenditures. In such circumstances, we may need to refinance all or a portion of our indebtedness at or before maturity. We may not be able to refinance any of our
indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions
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such as selling assets, issuing additional equity or reducing or delaying capital expenditures, strategic acquisitions and investments. Such actions, if necessary, may not be
effected on commercially reasonable terms or at all. The instruments governing our indebtedness restrict our ability to sell assets and to use the proceeds from such sales, and
we may not be able to consummate those dispositions or obtain proceeds in an amount sufficient to meet any debt service obligations then due.
If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness, we could be in default under the terms of the
agreements governing such indebtedness, and we may not be able to obtain waivers of such defaults from our lenders. In the event of such un-waived default, the holders of
such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Revolving
Credit Facility (as defined in Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K) could elect to terminate their
commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
Despite our current level of indebtedness and restrictive covenants, we and our subsidiaries may incur additional indebtedness. This could further exacerbate the risks
associated with our substantial financial leverage.
We and our subsidiaries may incur significant additional indebtedness under the agreements governing our indebtedness or otherwise. Although the indentures governing our
Senior Notes and the credit agreement governing our Senior Secured Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are
subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
Additionally, these restrictions may not prevent us from incurring obligations that, although preferential to our common shares in terms of payment, do not constitute
indebtedness.
In addition, if new debt is added to our and/or our subsidiaries' debt levels, the related risks that we now face as a result of our leverage would intensify. See Part II, Item 7,
“Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Condition.”
We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable or unwilling to fund borrowings
under their credit commitments or we are unable to borrow, it could negatively impact our business.
We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit
commitments or we are unable to borrow from them for any reason, our business could be negatively impacted. During periods of volatility in the credit markets, there is risk
that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit
commitments, including, but not limited to, extending credit up to the maximum permitted by a credit facility, or allowing access to additional credit features. If our lenders are
unable or unwilling to fund borrowings under their revolving credit commitments or we are unable to borrow from them, it could be difficult in such environments to obtain
sufficient liquidity to meet our operational needs.
Our ability to obtain additional capital on commercially reasonable terms may be limited.
Although we believe our cash and cash equivalents, together with cash we expect to generate from operations and unused capacity available under our Revolving Credit
Facility, provide adequate resources to fund ongoing operating requirements, we may need to seek additional financing to compete effectively.
If we are unable to obtain capital on commercially reasonable terms, it could:
•
reduce funds available to us for purposes such as working capital, capital expenditures, research and development, strategic acquisitions and other general corporate
purposes;
•
restrict our ability to introduce new products, exploit business opportunities and compete effectively; and
•
increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate.
Difficult and volatile conditions in the capital, credit and commodities markets and in the overall economy could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
Difficult global economic conditions, including significant volatility in the capital, credit and commodities markets, low levels of business and consumer confidence and high
levels of unemployment in certain parts of the world, could have a material adverse effect on our business, financial condition, results of operations and cash flows. The
difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:
•
under difficult market conditions there can be no assurance that borrowings under our Revolving Credit Facility would be available or sufficient to meet our
operational needs, and in such a case, we may not be able to successfully obtain additional financing on reasonable terms, or at all;
•
in order to respond to market conditions, we may need to seek waivers from the applicability of various provisions in the credit agreement governing our Senior
Secured Credit Facilities or the indentures governing our Senior Notes, and in such case, there can be no assurance that we can obtain such waivers at a reasonable
cost, if at all;
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•
market conditions could cause the counterparties to the derivative financial instruments we may use to hedge our exposure to interest rate, commodity or currency
fluctuations to experience financial difficulties and, as a result, our efforts to hedge these exposures could prove unsuccessful and, furthermore, our ability to engage in
additional hedging activities may decrease or become more costly; and
•
market conditions could result in our key customers experiencing financial difficulties and/or electing to limit spending, which in turn could result in decreased sales
and earnings for us.
We do not know if market conditions or the state of the overall economy will improve or worsen in the near future. We cannot provide assurance that a continuation of current
economic conditions or an economic downturn in one or more of the geographic regions in which we sell our products would not have a material adverse effect on our business,
financial condition and results of operations.
We are subject to risks associated with the current interest rate environment and, to the extent we use debt to fund our operations, changes in interest rates will affect our
cost of debt.
A substantial portion of our indebtedness bears interest at variable rates, including the Secured Overnight Financing Rate (“SOFR”), making our cost of debt higher in elevated
interest rate environments, which increased costs could have a material adverse effect on our financial condition. While we may choose to, and routinely do, enter into interest
rate hedging transactions to mitigate the effect of fluctuations in interest rates, we can provide no assurance that we will enter any such transactions in the future or that any
such transactions would be successful in mitigating the risks of fluctuations in interest rates.
Risks Related to Ownership of our Common Shares
Axalta Coating Systems Ltd. is a holding company with no operations of its own. Because our operations are conducted almost entirely through our subsidiaries and joint
ventures, we are largely dependent on our receipt of distributions and dividends or other payments from our subsidiaries and joint ventures for cash to fund all of our
operations and expenses, including to make future dividend payments, if any. We may engage in restructurings and similar transactions that have the effect of altering the
economic features of, and rights associated with, our common shares.
Though Axalta Coating Systems Ltd. is party to certain intercompany financing arrangements and is a guarantor of third-party debt of certain of its indirect subsidiaries, our
operations are conducted almost entirely through our subsidiaries and joint ventures and our ability to generate cash to meet our debt service obligations or to make future
dividend payments, if any, or to fund any share repurchases, is highly dependent on the earnings and the receipt of funds from our subsidiaries and joint ventures in the form of
intercompany distributions, loans or advances and through repayment of loans or advances from us. Payments to us by our subsidiaries and joint ventures will be contingent
upon our subsidiaries' or joint ventures' earnings and other business considerations and may be subject to statutory or contractual restrictions. In addition, there may be
significant tax and other legal restrictions on the ability of foreign subsidiaries or joint ventures to remit money to Axalta Coating Systems Ltd. Any payment of intercompany
distributions, loans or advances to and from our subsidiaries and joint ventures could be subject to restrictions on, or taxation of, dividends or repatriation of earnings under
applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by
current or future agreements, including debt instruments, to which our non-U.S. subsidiaries may be a party. From time to time, we may engage in internal reorganizations to
manage such restrictions and other limitations. However, any such reorganizations may, among other things, adversely affect our operating results and cash flows. Additionally,
we seek to identify improvement opportunities to optimize our corporate organizational structure, including potential transactions that could result in Axalta Coating Systems
Ltd. or any successor entity being incorporated in a jurisdiction other than Bermuda. Any such transaction, which may not require approval from all of the holders of our
common shares, could result in adverse tax or other economic consequences for the holders of our common shares and may result in the holders of our common shares having
fewer or less effective protections and/or governance rights, among other potential impacts.
The price of our common shares has and may in the future fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our common shares may prevent you from being able to sell your common shares at or above the price you paid for your common shares. The
market price of our common shares has in the past fluctuated, and could in the future fluctuate, significantly for various reasons, including the realization of any risks described
under this “Risk Factors” section.
In addition, over the past several years, the stock markets have experienced significant price and volume fluctuations. This volatility has had a significant impact on the market
price of securities issued by many companies, including us and other companies in our industry. The changes frequently appear to occur without regard to the operating
performance of the affected companies. Hence, the price of our common shares could fluctuate based upon factors that have little or nothing to do with our business, and these
fluctuations could materially reduce our share price and cause you to lose all or part of your investment. Further, in the past, market fluctuations and price declines in a
company's stock have led to securities class action litigation. If such a suit were to arise, it could have a substantial cost, adversely impact our business and divert our resources
regardless of the outcome.
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We do not expect to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of
our common shares. There can be no guarantee that we will repurchase shares under our share repurchase program.
We currently do not declare or pay dividends on our common shares. Therefore, the success of an investment in our common shares will depend upon any future appreciation in
their value. There is no guarantee that our common shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares. The
payment of future dividends, if any, will be at the discretion of our Board and will depend on, among other things, our earnings, financial condition, capital requirements, level
of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other relevant considerations. The credit agreement governing our Senior
Secured Credit Facilities and the indentures governing our Senior Notes also limit our ability to pay dividends. In addition, Bermuda law imposes requirements that may restrict
our ability to pay dividends to holders of our common shares. As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or
eliminate, the payment of dividends on our common shares.
While the Board has authorized a common share repurchase program of $700 million, of which $600 million remains available, there is no guarantee with respect to the timing
or amount of any future share repurchases, or that we will repurchase the full amount authorized under our current common share repurchase program. Other factors, including
changes in tax or securities laws, as well as restrictions imposed in the documents governing our indebtedness, could also impact our common share repurchases. Common
share repurchases may reduce the liquidity available to the Company for other activities, including repayment of debt, working capital, capital expenditures, research and
development, strategic acquisitions and other general corporate purposes
Future sales of our common shares in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt
securities may dilute your ownership in us and may adversely affect the market price of our common shares.
We and our shareholders may sell additional common shares in subsequent offerings. We may also issue additional common shares or convertible debt securities. As of
February 6, 2025, we had 1,000,000,000 common shares authorized and 218,143,313 common shares outstanding.
We cannot predict the size of future issuances or sales of our common shares or the effect, if any, that future issuances and sales of our common shares will have on the market
price of our common shares. Sales of substantial amounts of our common shares (including sales by members of management and shares that may be issued in connection with
an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common shares. See Part III, Item 13, “Certain
Relationships and Related Transactions and Director Independence.”
We are a Bermuda company and it may be difficult for you to enforce judgments against us or our directors and executive officers.
We are a Bermuda exempted company. As a result, the rights of our shareholders are governed by Bermuda law and our memorandum of association and bye-laws. The rights
of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in another jurisdiction, and a substantial portion of our assets are
located outside the U.S. As a result, it may be difficult for investors to effect service of process on those persons in the U.S. or to enforce in the U.S. judgments obtained in U.S.
courts against us or those persons based on the civil liability provisions of the U.S. securities laws. It is questionable whether courts in Bermuda will enforce judgments
obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda
against us or our directors or officers under the securities laws of other jurisdictions.
Bermuda law differs from the laws in effect in the U.S. and may afford less protection to our shareholders.
We are organized under the laws of Bermuda. As a result, our corporate affairs are governed by the Companies Act 1981, which differs in some material respects from laws
typically applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, amalgamations, mergers and acquisitions, takeovers,
shareholder lawsuits and indemnification of directors. Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of
Bermuda companies typically do not have rights to take action against directors or officers of the company and may only do so in limited circumstances. Shareholder class
actions are not available under Bermuda law. The circumstances in which shareholder derivative actions may be available under Bermuda law are substantially more limited
and less clear than they would be to shareholders of U.S. corporations. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an
action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or
would result in the violation of the company's memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged
to constitute a fraud against the minority shareholders or, for instance, where an action requires the approval of a greater percentage of the company's shareholders than those
who actually approved it.
When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some shareholders, one or more shareholders may apply to
the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the
purchase of the shares of
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any shareholders by other shareholders or by the company. Additionally, under our bye-laws and as permitted by Bermuda law, each shareholder has waived any claim or right
of action against our directors or officers for any action taken by directors or officers in the performance of their duties, except for actions involving fraud or dishonesty. In
addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent
in existence in jurisdictions in the U.S., particularly the State of Delaware. Therefore, our shareholders may have more difficulty protecting their interests than would
shareholders of a corporation incorporated in a jurisdiction within the U.S.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board, including that directors may only be removed
for cause and our Board can determine the powers, preferences and rights of our preference shares and issue the preference shares without shareholder approval.
These provisions could discourage, delay or prevent a transaction involving a change in control of our Company and may prevent our shareholders from receiving the benefit
from any premium to the market price of our common shares offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these
provisions may adversely affect the prevailing market price of our common shares if the provisions are viewed as discouraging takeover attempts in the future. These provisions
could also discourage proxy contests, make it more difficult for you and other shareholders to elect directors of your choosing and allow us to take corporate actions other than
those you desire.
General Risk Factors
Interruption, interference with, or failure of our information technology and communications systems could hurt our ability to effectively provide our products and
services, which could harm our reputation, financial condition, operating results and cash flows.
The availability of our products and services and fulfillment of our customer obligations depend on the continuing operation of our information technology and
communications systems. Our systems are vulnerable to damage, interference, or interruption from modifications or upgrades, terrorist attacks, natural disasters or pandemics,
power loss, telecommunications failures, user errors, computer viruses, ransomware attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or
access our systems, and we have in the past experienced, and may in the future experience, such events, though the effects have yet to have a material adverse effect on our
business. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all eventualities. Any such event relating to our systems (or the
systems of third parties that we rely on) could result in theft, misuse, modification or destruction of information, including trade secrets and confidential business information,
and cause business disruptions, including those that may disrupt production at our manufacturing facilities, reputational damage and third-party claims, any of which could have
a material adverse effect on our business, financial condition, results of operations or cash flows.
Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are often not recognized until launched against a
target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As these threats continue to evolve, particularly around cybersecurity,
we may be required to expend significant resources to enhance our control environment, processes, practices, and other countermeasures. While we have designed and
implemented controls to restrict access to our data and information technology infrastructure, it is still vulnerable to unauthorized access through cyber attacks, theft and other
security breaches. These types of attacks have occurred against our systems from time to time, and we believe there have been no material adverse impacts to date. We expect
these attacks to continue, and our protective measures may not be adequate to ensure that our operations will not be disrupted, should another such event occur in the future.
Geopolitical tensions or conflicts may further heighten the risk of cyber attacks, and the emergence and maturation of artificial intelligence capabilities may also lead to more
sophisticated methods of attack. Although we continually seek to improve our countermeasures to prevent such events, we may be unable to anticipate every scenario and it is
possible that certain cyber threats or vulnerabilities will be undetected or unmitigated in time to prevent an attack on us and our customers. We have in the past been, and may
in the future be, vulnerable to the effects of cybersecurity incidents that occur at third parties such as our customers, suppliers or business partners, and a failure of a third
party's safeguards, policies or procedures could compromise our own data or operations. While we maintain safeguards to mitigate the effects of such incidents, we cannot be
certain that such safeguards would be effective. These safeguards are reviewed periodically and modified to enable greater mitigation of such risks. See Part I, Item 1C,
“Cybersecurity.”
In addition, we rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of a multi-year
implementation of a new ERP system, which will replace much of our existing core financial systems. In 2023, we experienced temporary operational disruptions in North
America from our ERP system implementation in the region, which resulted in a negative impact to net sales during the three months ended June 30, 2023 in North America,
most notably in our Performance Coatings segment. We may not be able to successfully implement the ERP system in any of the regions in which it has not yet been
implemented without experiencing similar delays, increased costs, and other difficulties, including the diversion of management from the day-to-day operation of the business,
and failure to successfully implement the ERP system could harm our business, financial condition, results of operations and cash flow.
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Additionally, the ERP system is critical to our ability to provide important information to our management on a timely basis, obtain and deliver products to our customers,
provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and
reliable reports on our financial and operating results, improve our data management, and otherwise operate our business. Failure of the ERP system to perform adequately in
any of these areas could harm our business, financial condition, operating results and cash flows, and, in the case of functions that impact our customers, could result in harm to
our customer relationships. Lastly, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our
internal control over financial reporting could be negatively affected.
Uncertainty in the development, deployment, and use of artificial intelligence in our products and services, as well as our business more broadly, could adversely affect our
business and reputation. Artificial intelligence (“AI”) technologies may enable disruption in our industry and threaten our competitive positioning.
We use systems and tools that incorporate technologies based on AI, including systems and tools that may include generative AI for customers and our workforce. As with
many new and emerging technologies, AI presents numerous risks and challenges that could adversely affect our business. The development, adoption, and use for generative
AI technology remains in early stages and ineffective or inadequate AI or generative AI development or deployment practices by us or third parties could result in unintended
consequences. For example, AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient. There is also uncertainty around the validity
and enforceability, as well as the nature, of our rights in intellectual property that is created in connection with our use, development, and deployment of AI, including the
potential compromise of our rights in our intellectual property that is input into AI tools, whether done intentionally or by our employees or agents without permission to do so.
In addition, our use of AI could unintentionally infringe the intellectual property rights of third parties. Developing, testing, and deploying resource-intensive AI systems may
require additional investment and increase our costs. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use
and deployment of AI. Certain of our competitors may deploy AI technologies that provide more value to customers than those deployed by us, which could affect customer
demand for our products and services. Additionally, certain AI technologies may enable, or accelerate the pace of, disruption in our industry, including by allowing existing and
future competitors to compete and/or outpace Axalta in areas that we have a competitive advantage in currently, including color-matching and certain application technologies.
Any of the foregoing may result in decreased demand for our products or harm to our business, results of operations or reputation. The legal and regulatory landscape
surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection. Compliance with
new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI
technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or reputational harm.
Increased competition may adversely affect our business, financial condition, results of operations and cash flows.
As described in greater detail in the “Performance Coatings Competition” section on page 7 and the “Mobility Coatings Competition” section on page 9, we face substantial
competition from many international, national, regional and local competitors of various sizes in the manufacturing, distribution and sale of our coatings and related products.
Our inability to compete successfully could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We take on credit risk exposure from our customers in the ordinary course of our business.
We routinely offer customers pre-bates, loans and other financial incentives to purchase our products. These arrangements generally obligate the customer to purchase products
from us and/or repay us such incentives. In the event that a customer is unwilling or unable to fulfill its obligations under these arrangements, we have incurred, and may in the
future incur, financial losses. In addition, in the ordinary course of our business, we guarantee certain of our customers' obligations to third parties. Any default by our
customers on their obligations could force us to make payments to the applicable creditor. See Note 6 to the consolidated financial statements included elsewhere in this Annual
Report on Form 10-K for further detail on on guarantees of our customers' obligations to third parties. It is possible that customer defaults on obligations owed to us and on
third-party obligations that we have guaranteed could be significant, which could have a material adverse effect on our business, financial condition, results of operations and
cash flows. Our level of credit risk exposure from our customers has remained stable in recent years.
Currency risk may adversely affect our financial condition, results of operations and cash flows.
We derive a significant portion of our net sales from outside the U.S. and conduct our business and incur costs in the local currency of most countries in which we operate.
Because our financial statements are presented in U.S. dollars, we must translate our financial results as well as assets and liabilities into U.S. dollars at exchange rates in effect
during or at the end of each reporting period, as applicable. Therefore, increases or decreases in the value of the U.S. dollar against currencies in such countries will affect our
results of operations and the value of balance sheet items denominated in foreign currencies. In particular, we are exposed to the Euro, the Brazilian Real, the Chinese Yuan, the
British Pound, the Australian Dollar, the Turkish Lira, the Mexican Peso, the Polish Zloty and the Argentinian Peso. Furthermore, many of our local businesses import or buy
raw materials in a currency other than their functional currency, which can impact the operating results for these
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operations if we are unable to mitigate the impact of the currency exchange fluctuations. We cannot accurately predict the effects of exchange rate fluctuations upon our future
operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. Accordingly,
fluctuations in foreign exchange rates may have an adverse effect on our financial condition, results of operations and cash flows.
Terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises, among other events beyond our control, may materially adversely affect our business,
financial condition, results of operations and cash flows.
As a multinational company with a large international footprint, we are subject to increased risk of damage or disruption to us, our employees and other personnel, facilities,
partners, suppliers, distributors, resellers or customers due to terrorist acts, conflicts, wars, adverse weather conditions, natural disasters, power outages, pandemics or other
public health crises and environmental incidents, wherever located around the world. The potential for future terrorist acts, conflicts, wars, adverse weather conditions, natural
disasters, power outages, pandemics or other public health crises and environmental incidents and the national and international responses to such events or perceived threats or
potential conflicts relating to or arising out of such events may create economic and political uncertainties and challenges for us, our customers, suppliers and logistic partners
that could have a materially adverse effect on our business, financial condition, results of operations and cash flows. Such events may compromise the safety of, and continued
provision of services by, our employees and other personnel, including executive officers and other key personnel, and any resulting disruptions or loss of services could harm
our business. A loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, acts of war, political unrest,
geopolitical risk, terrorist activity, pandemic or other public health crises, natural disaster or otherwise, whether short- or long-term, and any interruption in production
capability could require us to make substantial capital expenditures to remedy the situation, which could negatively affect our business, financial condition, results of operations
and cash flows.
Russia's conflict with Ukraine, conflicts in the Middle East and the sanctions and other measures imposed by various governments in response to these conflicts (including the
additional sanctions against Belarus that became effective during 2024) have increased the level of economic and political uncertainty globally. A significant escalation or
expansion of economic disruption or countries subject to sanctions or the scope of any of these conflicts could have a material adverse effect on our business, financial
condition, results of operations and cash flows and could result in, among other things, supply chain disruptions, rising prices for oil and other commodities, volatility in capital
markets and foreign exchange rates, rising interest rates or heightened cybersecurity risks, any of which may adversely affect the Company’s business.
The insurance we maintain may not cover all potential exposures.
Our product liability, property, business interruption, cybersecurity and casualty insurance coverages may not cover all risks associated with the operation of our business and
may not be sufficient to offset the costs of any losses, lost sales or increased costs experienced during business interruptions. For some risks, we may elect not to obtain
insurance. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance policies
may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our insurance policies or procure other desirable
insurance on commercially reasonable terms, if at all. Losses and liabilities from uninsured or underinsured events and delay in the payment of insurance proceeds could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
We are subject to complex and evolving data privacy laws.
Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection and other matters, including GDPR. We could be
liable for loss or misuse of our customers' and/or our employees' personally-identifiable information if we fail to prevent or mitigate such misuse or loss. Although we have
developed systems and processes that are designed to protect customer and employee information and prevent misuse of such information and other security breaches, failure to
prevent or mitigate such misuse or breaches may affect our reputation and operating results negatively and may require significant management time and attention and could
result in significant regulatory fines and/or other penalties.
We may be subject to changes in our tax rates and the adoption of tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations.
We are subject to taxes in the U.S. and non-U.S. jurisdictions where our subsidiaries are organized. Due to economic and political conditions, tax rates, tax laws and other non-
tax legislation, such as economic substance regulations, in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the
mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions
and changes in tax and other non-tax laws or their interpretation, such as interpretations as to the legality of tax advantages granted under the EU state aid rules, impacts of the
EU's Anti-Tax Avoidance Directive and local exit tax rules with respect to business restructurings. Our tax returns and other tax matters are subject to examination by local tax
authorities and governmental bodies. Additionally, we and our subsidiaries are engaged in intercompany transactions across multiple tax jurisdictions. Although we believe we
have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the
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adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, or if the ultimate
determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely
affected.
The Organization for Economic Cooperation and Development (“OECD”), which represents a coalition of member countries globally, is supporting changes to numerous long-
standing tax principles through its base erosion and profit shifting (“BEPS”) project. The BEPS project is focused on a number of issues, including the shifting of profits among
affiliated entities located in jurisdictions with different tax rates and a global minimum corporate income tax under “Pillar Two.” The Pillar Two framework imposes, among
other items, a minimum tax rate of 15% that has been implemented by several jurisdictions in which we operate, with effect from January 1, 2024. The effect of enacted Pillar
Two rules did not have a significant impact on our condensed consolidated financial statements as of December 31, 2024. Countries continue to introduce local legislation
implementing the Pillar Two framework with terms that may differ from the OECD. If any of the countries in which we have significant tax exposure introduce local legislation
implementing the Pillar Two framework with terms that differ from the OECD’s framework, it could have a material adverse impact on our effective tax rate and tax liabilities.
In addition, the OECD continues to issue interpretations and administrative guidance, which may vary from our expectations and could have a material adverse impact on our
effective tax rate and tax liabilities.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our ESG practices may impose additional costs
on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their ESG practices and disclosure. Investor advocacy groups,
investment funds, and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor
conditions and human rights. Recently adopted disclosure requirements related to ESG, including the Final SEC Climate Rules, the EU’s CSRD and CSDDD and the California
Climate Laws, have already and will continue to increase our ESG-related compliance costs, which could result in increases to our overall operational costs. New government
regulations could also result in new or more stringent forms of ESG oversight, including increased limitation on, or required reduction of, GHG emissions, and the expansion of
mandatory and voluntary reporting, diligence, and disclosure regarding ESG matters. In addition, we may be subject to heightened scrutiny, negative publicity, boycotts,
lawsuits or demands from activists, politicians or other individuals or organizations opposed to ESG regarding our human capital and diversity and ESG initiatives, including
those discussed in the following paragraph, and the expectations of these individuals or organizations may conflict with regulatory requirements or stakeholder expectations.
Public statements with respect to ESG matters are also increasingly becoming subject to heightened scrutiny from shareholders and governmental authorities related to the risk
of potential “greenwashing,” or misleading information or false claims overstating potential ESG benefits. Failure to adapt to or comply with regulatory requirements or
investor, employee, customer, or other stakeholder expectations, including any perceived failure, could negatively impact our reputation, ability to do business with certain
customers, and our stock price and could lead to novel forms of litigation, including shareholder litigation and governmental investigations or enforcement actions related to
ESG matters.
We have announced a number of 2030 ESG targets. Achievement of these targets depends on our development and execution of various operational strategies relating to each
discrete target. The development and execution of these strategies and achievements of our targets are subject to risk and uncertainties, many of which are outside of our
control. There are no assurances that we will be able to successfully develop or execute our strategies and achieve our targets, and if we fail to achieve any target, or if we
change or are perceived to have changed any such targets, it could damage our reputation, customer and investor relationships, stock price or our access to, and the terms of,
financing.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The availability of our products and services and fulfillment of our customer obligations depend on the continuing operation of our information technology and
communications systems. Accordingly, cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity
policies, standards and practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks
that are subject to oversight by the Board, as described below, acting through the Audit Committee. The Company’s cybersecurity policies, standards and practices leverage
recognized frameworks established by the International Organization for Standardization.
The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the goals of implementing and maintaining preventative
controls, identifying and monitoring threats and maximizing chances of recovery in the case of a cybersecurity incident.
The Company periodically engages assessors, consultants, auditors and other third parties to assess our cybersecurity programs, including information security maturity
assessments, audits and independent reviews of our information security control environment and operating effectiveness. The Company attempts to adjust its cybersecurity
policies, standards, processes and practices as necessary based on the information provided by the assessments, audits and reviews. In engaging with third-party providers that
will have access to certain sensitive Company data, the Company performs a cross-functional due diligence review and attempts to identify risks posed by engaging such third-
party providers, and, where feasible, seeks to obtain contractual commitments from such third parties with respect to such engagement. The Company maintains cybersecurity
insurance with coverage for security incident response expenses, certain losses due to network security failures, investigation expenses, privacy liability and certain third-party
liability, subject to certain deductibles, exclusions and policy limits.
Governance and Oversight
The Board and the Audit Committee are responsible for overseeing the Company’s ERM processes, with the Audit Committee being tasked with overseeing cybersecurity risks
facing the Company. Throughout the year, the Audit Committee receives relevant updates from management on cybersecurity matters, which address a wide range of topics
including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the overall threat environment, technological
trends, global employee training and efforts to enhance the Company’s cybersecurity capabilities and preparedness. Relevant matters are also reviewed with the full Board on at
least an annual basis.
The Company’s Global Director of Information Security & Compliance (the “GDISC”) is the member of the Company’s management that is principally responsible for
overseeing the Company’s cybersecurity risk management programs, in partnership with business and functional leaders across the Company. The GDISC has 22 years of
experience in the information technology and cybersecurity field, including previous roles in cybersecurity leadership, governance, and technology architecture and
engineering. The GDISC reports to the Company’s Chief Information Officer (the “CIO”), who reports directly to the Senior Vice President, Chief Financial Officer. The CIO
has 24 years of experience in the information technology and cybersecurity field, including previous roles in security architecture, audit, compliance, and governance.
Under the oversight of the GDISC, members of the Company’s Information Technology and Compliance departments administer the Company's cybersecurity response
policies, including assessing cybersecurity incidents as they occur and determining the severity of any cybersecurity incidents. To facilitate the success of this program,
multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s
policies. These teams report to an incident response governance team, which is composed of members of the Company’s senior leadership team. These teams monitor the
prevention, detection, mitigation and remediation of cybersecurity incidents in real time, and report incidents to the Audit Committee, as appropriate.
For additional information regarding how cybersecurity threats have affected or are reasonably likely to materially affect our business strategy, results of operations or financial
condition, see Part I, Item 1A, “Risk Factors—General Risk Factors—Interruption, interference with, or failure of our information technology and communications systems
could hurt our ability to effectively provide our products and services, which could harm our reputation, financial condition, operating results and cash flows.”
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ITEM 2. PROPERTIES
In February 2024, we moved our corporate headquarters from Glen Mills, PA to Philadelphia, PA. Our extensive geographic footprint comprises 44 manufacturing facilities
(including two manufacturing sites operated by our joint ventures), four major technology centers and 45 customer training centers supporting our global operations. The table
below presents summary information regarding our facilities as of December 31, 2024.
Type of Facility/Country
Location
Segment
Manufacturing Facilities
North America
Canada
Cornwall, ON
Performance
Milton, ON
Performance
United States of America
Brighton, MI
Performance
Fridley, MN
Performance
Front Royal, VA
Performance; Mobility
Ft. Madison, IA
Performance; Mobility
High Point, NC
Performance
Houston, TX
Performance
Jacksonville, TX
Performance
Madison, AL
Performance
Mt. Clemens, MI
Performance; Mobility
Orrville, OH
Performance
Riverside, CA
Performance
Sacramento, CA
Performance
Latin America
Brazil
Guarulhos
Performance; Mobility
Colombia
Cartagena de Indias
Performance
Guatemala
Amatitlan
Performance
Mexico
Apodaca
Performance
Ocoyoacac
Performance
Tlalnepantla
Performance; Mobility
EMEA
Austria
Guntramsdorf
Performance; Mobility
France
Montbrison
Performance
Germany
Landshut
Performance
Wuppertal
Performance; Mobility
Netherlands
Zuidland
Performance
Sweden
Västervik
Performance
Switzerland
Bulle
Performance
Turkey
Gebze
Performance; Mobility
Çerkezköy
Performance
United Kingdom
Darlington
Performance
Farnham
Performance
Huthwaite
Performance
Wellingborough
Performance
United Arab Emirates
Ras Al Khaimah
Performance
Asia Pacific
China
Jilin
Performance; Mobility
Jiading
Performance; Mobility
Qingpu
Performance
Ma'anshan
Performance
India
Savli
Performance; Mobility
Malaysia
Shah Alam
Performance
Shah Alam
Performance
Thailand
Bangplee
Performance; Mobility
(1)
(1)
(1)
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Type of Facility/Country
Location
Segment
Joint Venture Manufacturing
Facilities
Indonesia
Cikarang
Performance
Joint Venture Partner Manufacturing Facilities
South Africa
Port Elizabeth
Mobility
Technology Centers
China
Shanghai
Performance; Mobility
Germany
Wuppertal
Performance; Mobility
United States of America
Mt. Clemens, MI
Performance; Mobility
Philadelphia, PA
Performance; Mobility
Customer Training Centers
Location by Region
Number of Facilities
North America
11
Latin America
2
EMEA
15
Asia Pacific
17
(1) Subject to a mortgage under our Senior Secured Credit Facilities.
We own 28 of our manufacturing facilities, two of our technology centers, and 12 of our customer training centers, while the rest of the facilities and centers are leased. We
believe that our properties as currently constituted are suitable, adequate and provide sufficient productive capacity for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We are from time to time party to legal proceedings that arise in the ordinary course of business. We are not involved in any litigation other than that which has arisen in the
ordinary course of business. We do not expect that any currently pending lawsuits will have a material adverse effect on us as discussed in Note 6 to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential
monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to recent SEC amendments to this requirement, the Company will be
using a threshold of $1 million for such proceedings. The Company is not aware of any matters that exceed this threshold and that meet the other conditions for disclosure.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of the Company are appointed by the Board. The following table provides information regarding our executive officers:
Name
Age*
Position
Chris Villavarayan
54
Chief Executive Officer and President
Carl D. Anderson II
55
Senior Vice President and Chief Financial Officer
Troy D. Weaver
53
President, Global Refinish
Hadi H. Awada
46
President, Global Mobility Coatings
Tim Bowes
61
President, Global Industrial Coatings
Amy Tufano
44
Senior Vice President and Chief Human Resources Officer
Alex Tablin-Wolf
41
Senior Vice President, General Counsel & Corporate Secretary
*As of February 13, 2025
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Chris Villavarayan
Mr. Villavarayan has served as our Chief Executive Officer and President since January 1, 2023. Mr. Villavarayan joined the Company from Meritor, Inc., a global supplier of a
broad range of integrated systems, modules and components to OEMs and the aftermarket for the commercial vehicle, transportation and industrial sectors (“Meritor”), where
he held a number of positions of increasing responsibility over the course of 22 years, most recently serving, from 2021 until October 2022, as CEO and President. Prior to this
role, he served, from 2020-2021, as Executive Vice President and Chief Operating Officer, overseeing Meritor’s global operations for both its business units, Global Truck and
Aftermarket & Industrial, and serving, from 2018-2021, as board lead with executive oversight of Meritor’s four largest joint ventures. From 2018-2020, Mr. Villavarayan
served as Senior Vice President and President – Global Truck, with responsibility for leading P&L across Meritor’s global truck business, and from 2014-2018 as President –
Americas, managing multiple businesses across portfolios as leader of Meritor’s North and South America businesses. Meritor was acquired by Cummins Inc. in August 2022.
Mr. Villavarayan currently serves as a Director on the Board of Franklin Electric and Focus: HOPE, a Detroit-based non-profit organization. Mr. Villavarayan earned his B.S. in
civil engineering from McMaster University and completed the Wharton Executive Education Advanced Finance Program.
Carl D. Anderson II
Mr. Anderson has served as Senior Vice President and Chief Financial Officer at Axalta since August 14, 2023. Previously, he served as the Chief Financial Officer for XPO,
Inc., a leading provider of freight transportation services, from November 2022 to August 2023. Prior to XPO, Mr. Anderson was Senior Vice President and CFO at Meritor
from March 2019 to October 2022. Throughout his 16-year tenure with Meritor, Mr. Anderson also served as Group Vice President, Finance; Treasurer; Assistant Treasurer; and
Director, International Capital Markets, Risk Management and Corporate Insurance. Earlier, he held treasury and financial planning roles at General Motors Acceptance
Corporation after beginning his career with First Chicago Corporation. Mr. Anderson earned an M.B.A. from Wayne State University and a B.A. in Economics from Michigan
State University.
Troy D. Weaver
Mr. Weaver has served as our President, Global Refinish since January 2024. Prior to that, Mr. Weaver served as our Senior Vice President, Global Refinish from October 2020
until January 2024, as our Vice President, Global Refinish from August 2019 until October 2020 and as our Vice President, North America Refinish from January 2017 until
August 2019 where he was responsible for Axalta's high performing Refinish business in the U.S. and Canada. Mr. Weaver also led Axalta's initiative to secure and grow
market share with multiple location collision shop operators, mega-dealers, and nationally recognized collision shop networks. Mr. Weaver began his career at DuPont
Performance Coatings in 1992 where he held various Sales and Marketing leadership roles. He is also a two-time recipient of DuPont's Prestigious Marketing Excellence
Award, first in 2007 and again in 2010. Mr. Weaver is active in the industry and has served as Chairman of the Board of CIECA (Collision Industry Electronic Commerce
Association).
Hadi H. Awada
Mr. Awada has served as our President, Global Mobility Coatings since January 2024. Prior to that, Mr. Awada was our Senior Vice President, Global Mobility Coatings from
October 2020 until January 2024. Previously, Mr. Awada was President, Forvia Mobility – North America, where he also served as a member of Forvia North American Board
of Management and President, Faurecia Clean Mobility – Asia Pacific, serving on multiple boards with joint venture partners. In those roles, Mr. Awada ran a multibillion-
dollar business and led efforts to develop and deploy an operational turnaround and transform the product line to focus on new technologies for customers seeking sustainability
and innovation. Previously at Faurecia, he worked in Europe where he led sales and programs for many international customers. He also spent four years in Asia as the Vice
President for light vehicle customer business units, product line, marketing and communications. Mr. Awada was employed by Faurecia from 2004 to 2010 and again from 2013
to 2020. Mr. Awada started his career after earning his B.A. from the University of Toledo, serving the Ford Motor Company in various roles within the Ford customer service
division.
Tim Bowes
Mr. Bowes has served as our President, Global Industrial Coatings since January 2025. Prior to that, Mr. Bowes served as Axalta’s Senior Vice President and Chief
Transformation Officer from March 2023 until his appointment as President, Global Industrial Coatings. Prior to joining Axalta, he served as Senior Vice President and
President of Electrification, Industrial, Aftermarket, Purchasing & Supply Chain for Meritor. Mr. Bowes has also served as Senior Vice President and President of the Casting
business unit for American Axle & Manufacturing and CEO and President of Transtar Industries, an Industrial and Automotive Aftermarket company. He also held executive
leadership roles at ITT Automotive and Intermet. Mr. Bowes has lived and worked in Asia and Europe and holds an M.B.A. from Wayne State University in Detroit, Michigan
and a B.S. from Lawrence Technological University in Southfield, Michigan.
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Amy Tufano
Ms. Tufano has served as our Senior Vice President and Chief Human Resources Officer since September 2023. Ms. Tufano has been with Axalta since 2021, joining the
company as Vice President of Human Resources ("HR") for the global Operations and Technology organizations. Previously, Ms. Tufano served in HR leadership roles at
Campbell Soup Company and Northrop Grumman. She earned an M.B.A. from Loyola Marymount University and a B.A. in Business Administration from Flagler College.
Alex Tablin-Wolf
Mr. Tablin-Wolf has served as our Senior Vice President, General Counsel & Corporate Secretary since January 2024. Mr. Tablin-Wolf joined Axalta in January 2017, and, prior
to his current appointment, served in a number of roles of increasing responsibility. Prior to joining Axalta, Mr. Tablin-Wolf was a corporate attorney at Blank Rome LLP and
Fox Rothschild LLP, where he concentrated his practice on mergers and acquisitions, venture capital and general corporate counseling. Mr. Tablin-Wolf earned a B.S. in
Psychology from Santa Clara University and a J.D., cum laude, from the Temple University Beasley School of Law.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Share Information
Our common shares are traded on the New York Stock Exchange under the symbol “AXTA.”
As of February 6, 2025, there were three registered holders of record of Axalta's common shares as shown on the records of the Company's transfer agent. A substantially
greater number of holders of Axalta common shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
Since our incorporation in August 2012, we have not paid dividends on our common shares, and we do not currently intend to pay dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Stock Performance
The line graph below compares the cumulative total shareholder value return of our common shares with the cumulative total returns of an overall stock market index, the
Standard & Poor's Composite 500 Index (“S&P 500”), and our peer group index, Standard & Poor's 400 Materials Index (“S&P 400 Materials”). This graph assumes an
investment of $100 in our common shares and each index (with all dividends reinvested) on December 31, 2019.
ITEM 6. RESERVED
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
notes thereto included elsewhere in this Annual Report on Form 10-K.
This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for 2024 and 2023. For the comparison of 2023 and 2022,
see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2023 Annual Report on Form 10-K, filed with the SEC on
February 15, 2024.
FORWARD-LOOKING STATEMENTS
Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Annual Report on Form 10-K that are
not statements of historical fact, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning of federal securities laws and
should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our
business plan, strategies and capital structure. These statements often include words such as “anticipate,” “anticipates,” “anticipated,” “expect,” “expected,” “believe,”
“believes,” “intend,” “intended,” “estimate,” “estimated,” “projections,” “could,” “would,” “should,” “may,” “will,” “future,” “goals,” “targets,” “can,” “assumptions,” “plans,”
“potential,” “possible,” “strategy,” “threatened,” “seek,” and “forecasts” and the negative of these words or other comparable or similar terminology. We base these forward-
looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of
historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and
consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and
projections are subject to and involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, including the tariffs recently imposed by the
U.S. Government on Canada, Mexico and China and any retaliatory actions, geopolitical and technological factors outside of our control, as well as risks related to the
execution of, and assumptions underlying, the 2024 Transformation Initiative and the 2026 A Plan, that may cause our business, industry, strategy, financing activities or actual
results to differ materially. More information on potential factors that could affect our financial results is available in this “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” as well as “Risk Factors” in this Annual Report on Form 10-K and in other documents that we have filed with, or furnished to, the SEC,
and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are
based on reasonable assumptions at the time they are made, you should be aware that many factors, including, but not limited to, those described in “Risk Factors,” could affect
our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections.
These forward-looking statements should not be construed by you to be exhaustive and are made only as of the date of this Annual Report on Form 10-K. We undertake no
obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
We use our investor relations page at ir.axalta.com as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s
Regulation Fair Disclosure (or Reg. FD). Investors should routinely monitor that site, in addition to our press releases, SEC filings and public conference calls and webcasts, as
information posted on that page could be deemed to be material information.
OVERVIEW
We are a leading global manufacturer, marketer and distributor of high-performance coatings systems and products. We have over a 150-year heritage in the coatings industry
and are known for manufacturing high-quality products with well-recognized brands supported by market-leading technology and customer service. Our diverse global
footprint of 44 manufacturing facilities, four technology centers, 45 customer training centers and approximately 12,800 team members, inclusive of team members added from
recent acquisitions, allows us to meet the needs of customers in over 140 countries. We serve our customer base through an extensive sales force and technical support
organization, as well as through approximately 5,000 independent, locally based distributors.
We operate our business in two operating segments, Performance Coatings and Mobility Coatings. Our segments are based on the type and concentration of customers served,
service requirements, methods of distribution and major product lines.
Through our Performance Coatings segment, we provide high-quality sustainable liquid and powder coating solutions to both large regional and global customers and to a
fragmented and local customer base. These customers comprise, among others, independent or multi-shop operator body shops as well as a wide variety of industrial
manufacturers. We are one of only a few suppliers with the technology to provide precise color matching and highly durable coatings systems. The end-markets within this
segment are refinish and industrial.
34
Through our Mobility Coatings segment, we provide coatings technologies for light vehicle and commercial vehicle OEMs. These global customers are faced with evolving
megatrends in electrification, sustainability, personalization and autonomous driving that require a high level of technical expertise. The OEMs require efficient,
environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed. The end-markets within this segment are light vehicle
and commercial vehicle.
BUSINESS HIGHLIGHTS
General Business Highlights
Our net sales increased 1.8%, including a 0.4% headwind from foreign currency translation, for the year ended December 31, 2024 compared with the year ended December 31,
2023. The increased net sales were driven by higher volumes of 1.1%, including contributions from the André Koch acquisition completed in October 2023, contributions of
0.7% from the CoverFlexx acquisition completed in July 2024 and higher average selling price and product mix of 0.4%. The following trends have impacted our segment net
sales performance:
Performance Coatings: Net sales increased 1.4% for the year ended December 31, 2024 compared with the year ended December 31, 2023. The increased net sales
were driven by contributions of 1.1% from the CoverFlexx acquisition and higher average selling price and product mix of 0.6%, partially offset by lower sales
volumes of 0.2%, including contributions from the André Koch acquisition completed in October 2023, and impacts from foreign currency fluctuations.
Mobility Coatings: Net sales increased 2.5% for the year ended December 31, 2024 compared with the year ended December 31, 2023. The increased net sales
were driven by higher sales volumes of 3.4%, partially offset by a headwind from unfavorable foreign currency translation of 0.9% primarily due to the weakening
of the Brazilian Real, Mexican Peso and Chinese Yuan compared to the U.S. Dollar. Price-mix impacts were flat year over year.
Our business serves four end-markets globally with net sales for the years ended December 31, 2024 and 2023 as follows:
(In millions)
Year Ended December 31,
2024 vs 2023
2024
2023
% change
Performance Coatings
Refinish
$
2,164
$
2,084
3.8 %
Industrial
1,291
1,324
(2.4)%
Total Net sales Performance Coatings
3,455
3,408
1.4 %
Mobility Coatings
Light Vehicle
1,405
1,340
4.8 %
Commercial Vehicle
416
436
(4.7)%
Total Net sales Mobility Coatings
1,821
1,776
2.5 %
Total Net sales
$
5,276
$
5,184
1.8 %
2024 Transformation Initiative
During February 2024, we announced the 2024 Transformation Initiative intended to simplify the Company’s organizational structure and enable us to be more proactive,
responsive, and agile and to better serve our customers and to lower our cost base and improve financial performance and generate greater cash flows. See Part II, Item 7,
“Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 5 to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K for additional information.
CoverFlexx Acquisition
During July 2024, we completed the acquisition of CoverFlexx. See Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
additional information.
Capital and Liquidity Highlights
During the year ended December 31, 2024, we prepaid $75 million of the outstanding principal amount of the 2029 Dollar Term Loans (as defined in Note 19 to the
consolidated financial statements included elsewhere in this Annual Report on Form 10-K). See Note 19 to the consolidated financial statements included elsewhere in this
Annual Report on Form 10-K for additional information.
•
•
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During the year ended December 31, 2024, we repurchased 2.8 million shares of our common stock for total consideration of $100 million as we executed against the $700
million share repurchase program approved by the Board of Directors in April 2024.
During March, June and November 2024, we entered into the Fourteenth, Fifteenth and Sixteenth Amendments, respectively, to the Credit Agreement (as defined in Note 19 to
the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). The Fourteenth and Sixteenth Amendments cumulatively reduced the interest
rate spread applicable to the 2029 Dollar Term Loans from 2.50% to 1.75% when bearing interest at a rate based on SOFR. The Fifteenth Amendment increased commitments
available pursuant to the Revolving Credit Facility from $550 million to $800 million, while extending the maturity of the Revolving Credit Facility from May 2026 to June
2029. See Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Leadership Transition
President, Global Industrial Coatings
On January 23, 2025, the Company announced that Tim Bowes has been appointed President, Global Industrial Coatings, effective January 27, 2025. Mr. Bowes succeeded
Shelley Bausch who stepped down from the role.
FACTORS AFFECTING OUR OPERATING RESULTS
The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.
Net sales
We generate revenue from the sale of our products and services across all major geographic areas. Our net sales include total sales less estimates for returns and price
allowances. Price allowances include discounts for prompt payment as well as volume-based incentives. Our overall net sales are generally impacted by the following factors:
•
fluctuations in overall economic activity within the geographic markets in which we operate;
•
underlying growth (or lack thereof) in one or more of our end-markets, either worldwide or in particular geographies in which we operate;
•
the type of products used within existing customer applications, or the development of new applications requiring products similar to ours;
•
changes in product sales prices (including volume discounts, cash discounts for prompt payment and impacts from raw material indexing);
•
changes in the level of competition faced by our products, including price competition, quality competition and the launch of new products by competitors;
•
our ability to successfully develop and launch new products and applications;
•
changes in buying habits of our customers (including our distributors); and
•
fluctuations in foreign exchange rates.
While the factors described above impact net sales in each of our operating segments, the impact of these factors on our operating segments can differ, as described below. For
more information about risks relating to our business, see Part I, Item 1A, “Risk Factors—Risks Related to our Business.”
Cost of goods sold (“cost of sales”)
Our cost of sales consists principally of the following:
•
Production materials costs. These include costs of the materials needed to manufacture products for distribution. These costs generally increase on an aggregate basis
as production volumes increase, but materials prices are also influenced by changes in market dynamics. A significant amount of the materials used in production are
purchased on a global lowest-cost basis.
•
Employee costs. These include the compensation and benefit costs, including share-based compensation expense, for employees involved in our manufacturing
operations and on-site technical support services. These costs generally increase on an aggregate basis as production volumes increase and may decline as a percent of
net sales as a result of economies of scale associated with higher production volumes.
•
Depreciation expense. Property, plant and equipment are stated at cost and depreciated or amortized on a straight-line basis over their estimated useful lives.
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•
Other. Our remaining cost of sales consists of freight costs, warehousing expenses, purchasing costs, costs associated with closing or idling of production facilities,
functional costs supporting manufacturing, cost of poor quality, including product claims, and other general manufacturing expenses, such as expenses for utilities and
energy consumption.
The main factors that influence our cost of sales as a percentage of net sales include:
•
changes in the price of raw materials, including as a result of tariffs;
•
changes in the costs of labor, logistics and energy;
•
production volumes;
•
the implementation of cost control measures aimed at improving productivity, including reduction of fixed production costs, refinements in inventory management and
the coordination of purchasing within each subsidiary and at the business level;
•
changes in sales volumes, average selling prices and product mix;
•
inventory obsolescence, quality and yield loss from manufacturing; and
•
fluctuations in foreign exchange rates.
Selling, general and administrative expenses (“SG&A”)
Our SG&A expenses consist of all expenditures incurred in connection with the sales and marketing of our products, as well as technical support for our customers and
administrative overhead costs, including:
•
compensation and benefit costs for management, sales personnel and administrative staff, including share-based compensation expense. Expenses relating to our sales
personnel increase or decrease principally with changes in sales volume due to the need to increase or decrease sales personnel to meet changes in demand. Expenses
relating to administrative personnel generally do not increase or decrease directly with changes in sales volume; and
•
depreciation, advertising and other selling expenses, such as expenses incurred in connection with travel and communications.
Changes in SG&A expenses as a percentage of net sales have historically been impacted by a number of factors, including:
•
changes in the costs of labor, including inflationary pressures;
•
changes in sales volume, as higher volumes enable us to spread the fixed portion of our administrative expense over higher sales;
•
changes in our customer base, as new customers may require different levels of sales and marketing attention;
•
new product launches in existing and new markets, as these launches typically involve a more intense sales activity and technical support before they are integrated
into customer applications;
•
customer credit issues requiring increases to the allowance for doubtful accounts; and
•
fluctuations in foreign exchange rates.
Other operating charges
Our other operating charges include termination benefits and other employee-related costs, acquisition and divestiture-related costs, impairment charges, charges related to an
operational matter, which is discussed further in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, certain environmental
charges, and gains or losses on sales of facilities, details of which are included in our reconciliations of segment operating performance to income before income taxes as shown
in Note 21 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Research and development expenses
Research and development expenses represent costs incurred to develop new products, services, processes and technologies or to generate significant improvements to existing
products, services or processes.
Interest expense, net
Interest expense, net consists primarily of interest expense on institutional borrowings and other financing obligations and changes in fair value of interest rate derivative
instruments, net of capitalized interest expense. Interest expense, net also includes the amortization of debt issuance costs and debt discounts associated with our Senior Secured
Credit Facilities, Senior Notes and other indebtedness.
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Other expense, net
Other expense, net represents costs incurred on various non-operational items including costs incurred in conjunction with our debt refinancing and extinguishment
transactions, interest income, as well as foreign exchange gains and losses and non-operational impairment losses unrelated to our core business.
Provision for income taxes
We and our subsidiaries are subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain, changes to the debt
and equity capitalization of our subsidiaries, the realignment of the functions performed, and risks assumed by the various subsidiaries are among the factors that will determine
the future book and taxable income of the Company and its subsidiaries.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the accompanying financial statements and related notes included elsewhere in this
Annual Report on Form 10-K. Our historical results of operations summarized and analyzed below may not necessarily reflect what will occur in the future.
Net sales
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Net sales
$
5,276
$
5,184
$
92
1.8 %
Volume effect
1.1 %
Impact of CoverFlexx
0.7 %
Price/Mix effect
0.4 %
Exchange rate effect
(0.4)%
Net sales increased primarily due to the following:
Higher sales volumes including the contribution from the André Koch acquisition, growth in our light vehicle end-market and impacts from lower volumes in the prior year
in connection with production constraints associated with our multi-year ERP system implementation in North America
Contributions from the CoverFlexx acquisition
Higher average selling prices and product mix in Performance Coatings
Partially offset by:
Unfavorable impacts of currency translation primarily due to the weakening of the Brazilian Real, Mexican Peso and Chinese Yuan, partially offset by the fluctuations of
the British Pound, in each case compared to the U.S. Dollar
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n
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Cost of sales
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Cost of sales
$
3,478
$
3,566
$
(88)
(2.5)%
% of net sales
65.9 %
68.8 %
Cost of sales decreased primarily due to the following:
Lower variable input costs as a result of deflationary benefits
Favorable currency translation impacts of approximately 0.5% due to the weakening of the Brazilian Real, Mexican Peso and Chinese Yuan, partially offset by the
fluctuations of the British Pound, in each case compared to the U.S. Dollar
Decreased costs of $26 million related to our multi-year ERP system implementation and productivity programs
Decrease of $13 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year
$8 million impairment charge in the prior year due to the decision to demolish assets at a previously closed manufacturing site
Partially offset by:
Higher sales volumes including contributions from the André Koch and CoverFlexx acquisitions
Higher operating expenses due primarily to the André Koch and CoverFlexx acquisitions and increased labor costs
Cost of sales as a percentage of net sales decreased primarily due to the following:
Lower variable input costs as a result of deflationary benefits
Decreased costs of $26 million related to our multi-year ERP system implementation and productivity programs
Decrease of $13 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year
$8 million impairment charge in the prior year due to the decision to demolish assets at a previously closed manufacturing site
Higher average selling prices and favorable product mix driven by Performance Coatings
Partially offset by:
Higher operating expenses due primarily to the André Koch and CoverFlexx acquisitions and increased labor costs
Selling, general and administrative expenses
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Selling, general and administrative expenses
$
847
$
840
$
7
0.8 %
Selling, general and administrative expenses increased primarily due to the following:
Higher operating expenses due primarily to the André Koch and CoverFlexx acquisitions and increased labor costs
Increase of $3 million in bad debt expense
Partially offset by:
Decrease of $21 million in commissions resulting from changes to certain contractual arrangements
Favorable currency translation impacts of approximately 0.4% due primarily to the weakening of the Chinese Yuan, Brazilian Real and Mexican Peso, partially offset by the
fluctuations of the British Pound, in each case compared to the U.S. Dollar
Other operating charges
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Other operating charges
$
79
$
28
$
51
182.1 %
Other operating charges increased primarily due to the following:
Increase of $61 million in termination benefits and other employee-related costs primarily associated with our 2024 Transformation Initiative
Increase of $6 million in acquisition-related costs
Increase of $4 million in environmental remediation costs
Partially offset by:
$12 million of third-party consultant costs in the prior year related to productivity programs
$7 million of impairment charges recognized in the prior year related to the exit of a non-core business category in the Mobility Coatings segment
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n
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n
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Research and development expenses
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Research and development expenses
$
74
$
74
$
—
— %
Research and development expenses remained generally consistent:
Impacts of currency translation were immaterial when compared to the prior year
Amortization of acquired intangibles
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Amortization of acquired intangibles
$
92
$
88
$
4
4.5 %
Amortization of acquired intangibles increased primarily due to the following:
Increased amortization of $8 million associated with assets acquired during 2024 and the fourth quarter of 2023
Partially offset by:
Reduced amortization of $5 million from certain intangible assets reaching the end of their useful lives during 2023 and 2024, primarily relating to intangibles from the
2013 DuPont Performance Coatings acquisition
Impacts of currency translation were immaterial when compared to the prior year
Interest expense, net
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Interest expense, net
$
205
$
213
$
(8)
(3.8)%
Interest expense, net decreased primarily due to the following:
Favorable impact of $24 million attributable to lower interest rates and lower principal on our 2029 Dollar Term Loans, primarily as a result of $125 million of prepayments
during 2024 and the fourth quarter of 2023
Favorable impact of $17 million attributable to the redemption in November 2023 of our Euro-denominated Senior Notes due in 2025
Favorable impact of $3 million attributable to our derivative instruments used to hedge the variable interest rate exposure on certain debt arrangements
Partially offset by:
Unfavorable impact of $32 million attributable to our 2031 Dollar Senior Notes which were issued in November 2023
Unfavorable impact of $2 million attributable to the borrowings against our Revolving Credit Facility during 2024
Other expense, net
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Other expense, net
$
5
$
20
$
(15)
(75.0)%
Other expense, net decreased primarily due to the following:
Favorable impact of foreign exchange gains and losses of $12 million when compared with the prior year, including expenses from the remeasurement of net monetary
assets denominated in the Argentinian Peso and Turkish Lira due to a significant devaluation in the prior year
Decreased debt extinguishment and refinancing related costs of $5 million driven by $5 million in expenses for the prepayments and repricings of our 2029 Dollar Term
Loans in the current year compared to the $10 million in expenses for prepayments, repricing of the 2029 Dollar Term Loans and issuance of the 2031 Dollar Senior Notes
in the prior year
$2 million benefit from pension settlements and curtailments
Partially offset by:
Increased miscellaneous expense, net of $4 million
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Provision for income taxes
Year Ended December 31,
2024
2023
Income before income taxes
$
496
$
355
Provision for income taxes
105
86
Statutory U.S. Federal income tax rate
21.0 %
21.0 %
Effective tax rate
21.1 %
24.3 %
Effective tax rate vs. statutory U.S. Federal income tax rate
0.1 %
3.3 %
(Favorable) Unfavorable Impact
Items impacting the effective tax rate vs. statutory U.S. federal income tax rate
2024
2023
Earnings generated in jurisdictions where the statutory rate is lower than the U.S. Federal rate
$
(25)
$
(29)
Changes in valuation allowance
14
38
Foreign exchange gains and losses
(14)
1
Tax credits
(7)
(9)
Non-deductible expenses and interest
7
7
Change in unrecognized tax benefits
13
(6)
State taxes
6
5
Foreign taxes
8
9
Bermuda CITA
(27)
—
Other - net
26
(4)
(1) Primarily related to earnings in Bermuda, Germany and Switzerland.
(2) Changes in valuation allowance primarily relates to operations in Luxembourg, the Netherlands, and the United Kingdom, including tax impacts of foreign exchange losses. Activity during
the year ended December 31, 2024 includes a $26 million favorable impact related to the write off of an expired Netherlands net operating loss carryforward.
(3) In 2024, the Company recorded adjustments to recognize the impacts of Bermuda Corporate Income Tax Act 2023 (“Bermuda CITA”), effective January 1, 2025, resulting in a net deferred
tax benefit of $27 million. See Note 11 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
(4) In 2024, the Company recorded tax expense of $26 million in the Netherlands related to the write off of an expired net operating loss carryforward.
(1)
(2)
(3)
(4)
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SEGMENT RESULTS
The Company's products and operations are managed and reported in two operating segments: Performance Coatings and Mobility Coatings. See Note 21 to the consolidated
financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Performance Coatings Segment
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Net sales
$
3,455
$
3,408
$
47
1.4 %
Impact of CoverFlexx
1.1 %
Price/Mix effect
0.6 %
Volume effect
(0.2)%
Exchange rate effect
(0.1)%
Adjusted EBITDA
$
838
$
742
$
96
13.0 %
Adjusted EBITDA Margin
24.3 %
21.8 %
Net sales increased primarily due to the following:
Contributions from the CoverFlexx acquisition
Higher average selling prices and product mix driven by the refinish end-market
Partially offset by:
Lower sales volumes in the industrial end-market driven by unfavorable demand trends, partially offset by new body shop wins and contributions from the André Koch
acquisition in the refinish end-market
Impacts of currency translation were immaterial and the result of offsetting currency fluctuations
Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to the following:
Decreased variable input costs due to deflationary benefits
Higher average selling prices and product mix driven by the refinish end-market
Decreased costs of $17 million related to our multi-year ERP system implementation and productivity programs compared to the prior year
Decrease of $11 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year
Contributions from the CoverFlexx acquisition
Partially offset by:
Lower sales volumes in the industrial end-market driven by unfavorable demand trends, partially offset by new body shop wins and contributions from the André Koch
acquisition in the refinish end-market
Less effective coverage of fixed costs as a result of lower sales volumes
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Mobility Coatings Segment
Year Ended December 31,
2024 vs 2023
2024
2023
$ Change
% Change
Net sales
$
1,821
$
1,776
$
45
2.5 %
Volume effect
3.4 %
Exchange rate effect
(0.9)%
Adjusted EBITDA
$
278
$
209
$
69
32.6 %
Adjusted EBITDA Margin
15.3 %
11.8 %
Net sales increased primarily due to the following:
Higher sales volumes driven in the light vehicle end-market, partially offset by lower sales volumes in the commercial vehicle end-market
Partially offset by:
Unfavorable impacts of currency translation primarily due to the weakening of the Brazilian Real, Mexican Peso and Chinese Yuan, in each case compared to the U.S.
Dollar
Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to the following:
Decreased variable input costs due to deflationary benefits
Higher sales volumes driven in the light vehicle end-market, partially offset by lower sales volumes in the commercial vehicle end-market
Decreased costs of $9 million related to our multi-year ERP system implementation and productivity programs compared to the prior year
Decrease of $2 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash on hand, net cash provided by operating activities and available borrowing capacity under our Senior Secured Credit Facilities.
At December 31, 2024, availability under the Revolving Credit Facility was $778 million, net of $22 million of letters of credit outstanding. All such availability may be
utilized without violating any covenants under the Credit Agreement or the indentures governing the Senior Notes. At December 31, 2024, we had no outstanding borrowings
under other lines of credit. Our remaining available borrowing capacity under other lines of credit in certain non-U.S. jurisdictions totaled $102 million at December 31, 2024.
We, or our affiliates, at any time and from time to time, may purchase shares of our common stock or the Senior Notes, and may prepay our 2029 Dollar Term Loans or other
indebtedness. Any such purchases of our common stock or Senior Notes may be made through the open market or privately negotiated transactions with third parties or
pursuant to one or more redemptions, tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we, or any of our
affiliates, may determine.
We have various supplier finance programs in place around the world. We partner with large banking institutions and utilize these programs to enhance our liquidity profile.
Depending on the program, the liabilities under the program are classified either as accounts payable or current portion of borrowings on our consolidated balance sheets. Our
supplier financing programs are more fully described in Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
During February 2024, we announced the 2024 Transformation Initiative intended to simplify the Company’s organizational structure and enable us to be more proactive,
responsive, and agile and to better serve our customers and to lower our cost base and improve financial performance and generate greater cash flows. Total cash expenditures
related to the 2024 Transformation Initiative are expected to be approximately $100-110 million. We estimate that, once fully executed, the 2024 Transformation Initiative will
yield net savings, inclusive of non-labor savings and costs for backfilling certain roles, of approximately $75 million on an annualized basis. We realized approximately
$20 million of the run-rate savings from the 2024 Transformation Initiative in 2024, which was better than expected, and expect $30-40 million to be realized in 2025 with the
full run-rate previously forecasted to be realized during 2026. See Note 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
additional information.
n
n
n
n
n
n
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Cash Flows
Years ended December 31, 2024 and 2023
Years Ended December 31,
(In millions)
2024
2023
Net cash provided by (used for):
Operating activities:
Net income
$
391
$
269
Depreciation and amortization
280
276
Amortization of deferred financing costs and original issue discount
7
9
Debt extinguishment and refinancing-related costs
5
10
Deferred income taxes
(17)
(8)
Realized and unrealized foreign exchange losses, net
11
21
Stock-based compensation
28
26
Impairment charges
—
15
Interest income on swaps designated as net investment hedges
(15)
(10)
Other non-cash, net
9
22
Net income adjusted for non-cash items
699
630
Changes in operating assets and liabilities
(123)
(55)
Operating activities
576
575
Investing activities
(440)
(206)
Financing activities
(201)
(315)
Effect of exchange rate changes on cash
(42)
(6)
Net (decrease) increase in cash
$
(107)
$
48
Year Ended December 31, 2024
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 2024 was $576 million. Net income before deducting depreciation, amortization and other non-cash
items generated cash of $699 million. This was partially offset by net uses of working capital of $123 million, for which the most significant drivers were increases in prepaid
expenses and other assets of $130 million and decreases in accounts payable of $49 million. These outflows were driven primarily by the timing of payments of Business
Incentive Plan assets (“BIPs”), timing of purchasing and payments to vendors. These outflows were partially offset by increases in other accrued liabilities of $36 million
largely driven by accruals related to the 2024 Transformation Initiative and customer rebates.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 2024 was $440 million. The primary uses were $301 million for the acquisitions discussed in Note 3 to
the consolidated financial statements included elsewhere in this Annual Report on Form 10-K net of cash acquired, $140 million for purchases of property, plant and equipment
and $22 million for the disbursements to customers for loans which primarily have a repayment period of five years, partially offset by proceeds of $15 million from
settlements and interest proceeds from swaps designated as net investment hedges, which are discussed further in Note 20 to the consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 2024 was $201 million. The primary uses were prepayments of $75 million for the 2029 Dollar Term
Loans, purchases of our common stock of $100 million, contractual debt repayments of $17 million, payments of $6 million for fees associated with repricing our 2029 Dollar
Term Loans in March 2024 and November 2024 and increasing borrowing capacity and extending the maturity date of our Revolving Credit Facility in June 2024 and payments
totaling $6 million for deferred acquisition-related consideration. The two repricings of the 2029 Dollar Term Loans completed in 2024 resulted in an aggregate $148 million of
constructive financing cash inflows and corresponding constructive financing cash outflows. The primary financing inflow was from borrowing $185 million against our
Revolving Credit Facility, which has been repaid as of December 31, 2024.
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Other Impacts on Cash
Currency exchange impacts on cash for the year ended December 31, 2024 were unfavorable by $42 million, which was driven primarily by the fluctuations of the Euro,
Mexican Peso and Brazilian Real, in each case compared to the U.S. Dollar.
Year Ended December 31, 2023
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 2023 was $575 million. Net income before deducting depreciation, amortization and other non-cash
items generated cash of $630 million. This was partially offset by net uses of working capital of $55 million, for which the most significant drivers were increases in accounts
and notes receivable and prepaid expenses and other assets of $119 million and $71 million, respectively, driven primarily by increased price-mix, the timing of collections and
payments of BIPs. These outflows were partially offset by decreases in inventories of $103 million as a result of management of inventory levels and increases in other accrued
liabilities of $29 million.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 2023 was $206 million. The primary uses were for purchases of property, plant and equipment of $138
million, and for business acquisitions of $106 million discussed further in Note 3 to the consolidated financial statements included in the 2023 Annual Report on Form 10-K,
partially offset by proceeds of $39 million from settlements and interest proceeds from swaps designated as net investment hedges, which are discussed further in Note 20 to the
consolidated financial statements included elsewhere in the 2023 Annual Report on Form 10-K.
Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 2023 was $315 million. The primary uses were prepayments of $200 million of the outstanding principal
amount of the 2029 Dollar Term Loans, contractual repayments of $57 million on borrowings, which includes $42 million for our China supplier financing program, purchases
of our common stock totaling $50 million, payments of $17 million for fees associated with refinancing our 2024 Dollar Term Loans (as defined in Note 19 to the consolidated
financial statements included elsewhere in this Annual Report on Form 10-K), repricing our 2029 Dollar Term Loans and the issuance of the 2031 Dollar Senior Notes and
payments totaling $8 million for deferred acquisition-related consideration. Partially offsetting the outflows were proceeds of $9 million from a short-term borrowing and $8
million net cash received primarily from stock option exercises. Our China supplier financing program and our 2024 Dollar Term Loan refinancing are discussed further in
Note 18 and Note 19, respectively, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Other Impacts on Cash
Currency exchange impacts on cash for the year ended December 31, 2023 were unfavorable by $6 million, which was driven primarily by the fluctuations of the Euro,
Argentinian Peso and Turkish Lira, partially offset by the Mexican Peso and British Pound, in each case compared to the U.S. Dollar.
Financial Condition
We had cash and cash equivalents at December 31, 2024 and 2023 of $593 million and $700 million, respectively. Of these balances, $497 million and $462 million were
maintained in non-U.S. jurisdictions as of December 31, 2024 and 2023, respectively. We believe at this time our organizational structure allows us the necessary flexibility to
move funds throughout our subsidiaries to meet our operational and working capital needs.
Our business may not generate sufficient cash flow from operations and future borrowings may not be available under our Senior Secured Credit Facilities in an amount
sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs, including planned capital expenditures. In such circumstances, we may need to refinance all
or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service
our indebtedness, we may have to take actions such as selling assets, selling additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments
and alliances. Our primary sources of liquidity are cash on hand, cash flow from operations and available borrowing capacity under our Senior Secured Credit Facilities. Based
on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our Senior Secured Credit Facilities and other
existing lines of credit will be adequate to service debt, fund our cost saving initiatives, meet liquidity needs and fund necessary capital expenditures for the next twelve
months.
Our ability to make scheduled payments of principal or interest on, or to refinance, our indebtedness or to fund working capital requirements, capital expenditures and other
current obligations will depend on our ability to generate cash from operations. Such cash generation is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control.
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If required, our ability to raise additional financing and our borrowing costs may be impacted by short and long-term debt ratings assigned by independent rating agencies,
which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. Our highly leveraged nature may
limit our ability to procure additional financing in the future and elevated interest rate environments may increase our interest expense and weaken our financial condition.
Our indebtedness, including the Senior Secured Credit Facilities, Senior Notes and short-term borrowings, is more fully described in Note 19 to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
We believe that we continue to maintain sufficient liquidity to meet our cash requirements, including our debt service obligations as well as our working capital needs.
Availability under the Revolving Credit Facility was $778 million and $528 million at December 31, 2024 and December 31, 2023, respectively, all of which may be borrowed
by us without violating any covenants under the Credit Agreement or the indentures governing the Senior Notes.
During March, June and November 2024, we entered into the Fourteenth, Fifteenth and Sixteenth Amendments, respectively, to the Credit Agreement. The Fourteenth and
Sixteenth Amendments cumulatively reduced the interest rate spread applicable to the 2029 Dollar Term Loans from 2.50% to 1.75% when bearing interest at a rate based on
SOFR. The Fifteenth Amendment increased commitments available pursuant to the Revolving Credit Facility from $550 million to $800 million, while extending the maturity
of the Revolving Credit Facility from May 2026 to June 2029. See Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
additional information.
During June 2024, in connection with the acquisition of CoverFlexx discussed in Note 3 to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K, we borrowed $185 million against the Revolving Credit Facility.
The following table details our borrowings outstanding, average effective interest rates and the associated interest expense for the years ended December 31, 2024 and 2023.
Interest expense is inclusive of the amortization of debt issuance costs, debt discounts and the impact of derivative instruments for the years ended December 31, 2024 and
2023, respectively:
Years Ended December 31,
2024
2023
(In millions)
Principal
Average Effective
Interest Rate
Interest
Expense
Principal
Average Effective
Interest Rate
Interest
Expense
Term Loans
$
1,702
7.6%
$
118
$
1,786
8.2%
$
144
Revolving Credit Facility
—
7.3%
5
—
N/A
3
Senior Notes
1,700
5.1%
82
1,700
4.2%
67
Short-term and other borrowings
54
Various
4
62
Various
5
Capitalized interest
N/A
N/A
(4)
N/A
N/A
(6)
Total
$
3,456
$
205
$
3,548
$
213
(1) The computation for Average Effective Interest Rate excludes undrawn revolver fees.
After giving effect to our cross-currency and interest rate hedges, our borrowings denominated in U.S. Dollars as of December 31, 2024 and 2023 were $2,440 million and
$2,532 million, respectively, with weighted average interest rates of 5.5% and 6.5%, respectively. After giving effect to our cross-currency and interest rate hedges, borrowings
denominated in Euros as of December 31, 2024 and 2023 were $1,016 million with weighted average interest rates of 4.2% and 4.3%, respectively.
Contractual Obligations
See Note 7 and Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosure of our material contractual obligations.
Off Balance Sheet Arrangements
See Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosure of our guarantees of certain customers' obligations to
third parties.
Recent Accounting Guidance
See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of recent accounting guidance.
(1)
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements. These financial statements have been prepared
in accordance with U.S. GAAP unless otherwise noted. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts
reported in the financial statements. We base our estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances and re-
evaluate them on an ongoing basis. Actual results could differ from our estimates under different assumptions or conditions. Our significant accounting policies, which may be
affected by our estimates and assumptions, are more fully described in Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the
estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could
materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the
preparation of the financial statements.
Accounting for Business Combinations
Determining the fair value of assets acquired and liabilities assumed in business combinations requires management's judgment and often involves the use of significant
estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, royalty rates, customer attrition rates, technology migration
rates, asset lives and market multiples, among other items.
The fair values of intangible assets are estimated using an income approach, either the excess earnings method (customer relationships) or the relief from royalty method
(technology and trademarks). Under the excess earnings method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows attributable
solely to the intangible asset over its remaining useful life. With respect to customer relationships, fair values are calculated using the excess earnings method and customer
attrition is a key input used to determine the applicable after-tax cash flows. Under the relief from royalty method, fair value is measured by estimating future revenue
associated with the intangible asset over its useful life and applying a royalty rate to the revenue estimate. These intangible assets enable us to secure markets for our products,
develop new products to meet evolving business needs and competitively produce our existing products.
The fair values of real properties acquired are based on the consideration of their highest and best use in the market. The fair values of property, plant and equipment, other than
real properties, are based on the consideration that unless otherwise identified, they will continue to be used “as is” and as part of the ongoing business. In contemplation of the
in-use premise and the nature of the assets, the fair value is developed primarily using a cost approach.
The fair value of noncontrolling interests, when applicable, are estimated by applying an income approach and is based on significant inputs that are not observable in the
market. Key assumptions in the valuation of noncontrolling interest include a discount rate, a terminal value based on a range of long-term sustainable growth rates and
adjustments because of the lack of control that market participants would consider when measuring the fair value of the noncontrolling interests.
The fair value of contingent consideration liabilities is estimated by using a probability-weighted expected payment method that considers the timing of expected future cash
flows and the probability of whether key elements of the contingent event are completed. The fair value measurements are based on significant inputs that are not observable in
the market. Key assumptions in the valuation of contingent consideration liabilities include discount rates, expected terms, volatility rates and operating results as applicable
based on the targets identified in the respective acquisition agreements.
See Notes 1, 3 and 4 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Asset Impairments
Factors that could result in future impairment charges or changes in useful lives, among others, include changes in worldwide economic conditions, changes in technology,
changes in competitive conditions and customer preferences, and fluctuations in foreign currency exchange rates. These risk factors are discussed in Part I, Item 1A, “Risk
Factors,” included elsewhere in this Annual Report on Form 10-K.
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Goodwill and indefinite-lived intangible assets
The Company tests indefinite-lived intangible assets and goodwill for impairment annually by either performing a qualitative evaluation or a quantitative test. The qualitative
evaluation is an assessment of factors to determine whether it is more likely than not that the fair values of a reporting unit or indefinite-lived intangible asset is less than its
carrying amount. Fair values used under the quantitative impairment assessment are estimated using a combination of discounted projected future earnings or cash flow
methods that are based on projections of the amounts and timing of future revenue and cash flows, and multiples of earnings in estimating fair value. In conjunction with our
impairment assessments of indefinite-lived intangible assets, we also review the reasonableness of the indefinite useful lives associated with these assets, in which we evaluate
whether indicators exist that future cash flows associated with these assets could be realized over a finite period.
In 2024, we performed a qualitative evaluation for impairment over our reporting units and indefinite-lived intangible assets and concluded that it was not more likely than not
that the fair values are less than the respective carrying amounts.
The inputs utilized in a quantitative analysis are classified as Level 3 inputs within the fair value hierarchy as defined in Accounting Standards Codification (“ASC”) 820, Fair
Value Measurement. The process of evaluating the potential impairment of goodwill and indefinite-lived intangible assets is subjective because it requires the use of estimates
and assumptions as to our future cash flows, discount rates commensurate with the risks involved in the assets, future economic and market conditions, as well as other key
assumptions. Based on the results of our 2024 qualitative evaluation, we do not believe the meaningful estimates and assumptions supporting the goodwill and indefinite-lived
intangible assets balances have changed materially from our most recent quantitative evaluation in 2022, which rendered fair values substantially in excess of carrying values
for all reporting units. We believe that the amounts recorded in the financial statements related to goodwill and indefinite-lived intangible assets are based on the best estimates
and judgments of the appropriate Axalta management, although actual outcomes could differ from our estimates.
See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Long-Lived Assets
Long-lived assets, which includes property, plant and equipment, and definite-lived intangible assets, such as technology, trademarks, customer relationships and non-compete
agreements, are continually assessed for impairment at the asset group level whenever events or changes in circumstances indicate the carrying amount of the asset group may
not be recoverable. Such impairment assessments involve comparing the carrying amount of the asset group, as defined within ASC 360, Property, Plant and Equipment, as the
lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets, to the forecasted undiscounted future cash flows generated by
that asset group (i.e., a recoverability test). In the event the carrying amount of the asset group exceeds the undiscounted future cash flows generated by that asset group and the
carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset group's carrying amount over its fair value.
Stock-Based Compensation
Compensation expense related to restricted stock units is equal to the grant-date fair value of the awards determined by the closing share price on the date of the grant. The
related expense is recognized as compensation expense over the service period utilizing the graded vesting attribution method.
Compensation expense related to performance share units, which are determined to have a market condition, is determined at the grant-date of the awards using a valuation
methodology (Monte Carlo simulation model) to account for the market conditions linked to these awards and is recognized over the service period utilizing the graded vesting
attribution method.
Compensation expense related to performance share units, which are determined to have a performance condition, is determined by the closing share price on the date of the
grant and is recognized over the service period utilizing the graded vesting attribution method. The expense is adjusted for shares expected to vest based on performance
conditions at each reporting date.
We recognize compensation expense net of forfeitures, which we have elected to record at the time of occurrence. Awards that are modified are evaluated for the type of
modification and, if necessary, the fair value is adjusted and expense is recorded over any remaining service period.
See Notes 1 and 9 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on stock-based compensation.
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Retirement Benefits
The amounts recognized in the consolidated financial statements related to pension benefits are determined from actuarial valuations. Inherent in these valuations are
assumptions including expected return on plan assets, discount rates at which liabilities could have been settled, rate of increase in future compensations levels, and mortality
rates. These assumptions are updated annually and are disclosed in Note 8 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In
accordance with U.S. GAAP, actual results that differed from the assumptions are accumulated and amortized over future periods and therefore affect expense recognized in
future periods.
The estimated impact of either a 100 basis point increase or decrease of the discount rate to the net periodic benefit cost for 2025 would be immaterial. The estimated impact of
a 100 basis point increase or decrease of the expected return on assets assumption on the net periodic benefit cost for 2025 would result in a increase or decrease of
approximately $2 million.
Derivative Instruments
As dictated by ASC 820, Fair Value Measurement, the fair market value recognized in the consolidated financial statements related to derivative instruments is determined by
using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and
forward rates, and reflects the asset or liability position as of the end of each reporting period.
Income taxes
The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future
tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or
payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of our assets and
liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Deferred tax assets and liabilities are measured using enacted tax rates applicable in
the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that
includes the enactment date.
We evaluate the recoverability of deferred tax assets on a jurisdictional basis by assessing the adequacy of future expected taxable income from all sources, including the
reversal of taxable temporary differences, forecasted core business earnings and available tax planning strategies. Our recorded deferred tax asset balance as of December 31,
2024 is $13 million, which is net of valuation allowances of $250 million. The Company records a valuation allowance if, based upon the weight of the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized. In instances where we are in a three-year cumulative loss, we assess all positive and negative
factors, including any potential aberrational items that may be included within our taxable results. The aberrational items that have impacted our results include debt
extinguishment, refinancing and certain global restructuring costs. We believe, and have assumed, these types of losses are not indicative of our core earnings for purposes of
assessing the appropriateness of a valuation allowance. Assumptions around sources of taxable income inherently rely heavily on estimates. We use our historical experience
and our short and long-range business forecasts to provide insight. While the Company believes that its judgments and estimations regarding deferred tax assets are appropriate,
significant differences in actual experience may require the Company to adjust its valuation allowance and could materially affect the Company's future financial results.
We provide for income and foreign withholding taxes, where applicable, on unremitted earnings of all subsidiaries and related companies to the extent that such earnings are
not deemed to be permanently invested and cannot be repatriated in a tax-free manner. At December 31, 2024 and 2023, deferred income taxes of approximately $14 million
and $13 million, respectively, have been provided on such subsidiary earnings. At December 31, 2024 and 2023, we have not recorded a deferred tax liability related to
withholding taxes of approximately $95 million and $38 million, respectively, on unremitted earnings of subsidiaries that are permanently invested.
The breadth of our operations and the global complexity of tax regulations require us to make assessments in estimating taxes we may ultimately pay factoring in various
uncertainties. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and
resolution of disputes arising from federal, state and international tax audits in the normal course of business. Interest and penalties accrued related to unrecognized tax benefits
are included in the provision for income taxes. At December 31, 2024 and 2023, the Company had gross unrecognized tax benefits, excluding interest and penalties, for both
domestic and foreign operations of $107 million and $96 million, respectively.
See Note 11 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our accounting for income taxes.
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Sales deductions
In our refinish end-market, our product sales are typically supplied through a network of distributors. Control transfers and revenue is recognized when our products are
delivered to our distribution customers. Variable consideration in the form of price, less discounts and rebates, is estimated and recorded, as a reduction to net sales, upon the
sale of our products based on our ability to make a reasonable estimate of the amounts expected to be received. The estimates of variable consideration involve significant
assumptions based on the best estimates of inventory held by distributors, applicable pricing, as well as the use of historical actuals for sales, discounts and rebates, which may
result in changes to estimates in the future.
The timing of payments associated with the above arrangements may differ from the timing associated with the satisfaction of our performance obligations. The period between
the satisfaction of the performance obligation and the receipt of payment is dependent on terms and conditions specific to the customers. For transactions in which we expect, at
contract inception, the period between the transfer of our products or services to our customer and when the customer pays for that good or service to be greater than one year,
we adjust the promised amount of consideration for the effects of any significant financing components that materially changes the amount of revenue under the contract.
See Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our revenue.
Contingencies
Contingencies, by their nature, relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as
in estimating the amount of potential loss. The most important contingencies impacting our financial statements at this time are those related to the operational matter, as
described in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K (the “Operational Matter”), environmental remediation,
pending or threatened litigation against the Company and the resolution of matters related to open tax years as discussed in Note 11 to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K. Insurance recoveries are recorded when probable to the extent they cover incurred or probable liabilities, while
recoveries in excess of incurred or probable liabilities are recorded when collection is realizable.
Costs related to the Operational Matter are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimates of probable
liabilities for the Operational Matter require assumptions pertaining to costs incurred by our customers to repair the impacted products. Assumptions include the ultimate
number of impacted products that are repaired, re-use of damaged materials, labor rates and efficiency of individuals performing the repairs. A 10% decrease in the total number
of products repaired would result in an approximately $2 million reduction in the estimated liability.
Environmental remediation costs are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimates of environmental
reserves require evaluating the nature and extent of contamination, the outcome of discussions with regulatory agencies, available technology, site-specific information,
remediation alternatives and, at multi-party sites, other PRPs and the number and financial viability of the other PRPs. We accrue an amount equal to our best estimate of the
costs to remediate based upon the available information. The extent of environmental impacts may not be fully known, and the processes and costs of remediation may change
as new information is obtained or technology for remediation improves. Adjustments to our estimates are made periodically as additional information is received and as
remediation progresses. We do not believe that the amounts historically accrued for environmental remediation costs are material to our financial statements.
We are subject to legal proceedings, claims and potential claims arising out of our business operations. We routinely assess the likelihood of any adverse outcomes in these
matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after analysis of each known matter.
We have an active risk management program consisting of numerous insurance policies secured from many carriers. These policies often provide coverage that is intended to
minimize the financial impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter.
For more information on these matters, see Note 6 and Note 11 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and
denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these
rates and commodity prices may have an impact on future cash flows and earnings.
We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter
into derivative financial instruments for trading or speculative purposes.
By using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose
inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset
or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for
us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment)
risk by entering into transactions with major financial institutions of investment grade credit rating.
Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.
Interest rate risk
We are subject to interest rate market risk in connection with our borrowings. A one-eighth percent change in the applicable interest rate for borrowings under the Senior
Secured Credit Facilities (assuming the Revolving Credit Facility is undrawn) would have an annual impact of approximately $2 million on cash interest expense considering
the impact of our hedging positions currently in place.
We selectively use derivative instruments to reduce market risk associated with changes in interest rates. The use of derivatives is intended for hedging purposes only, and we
do not enter into derivative instruments for speculative purposes.
For further detail on our use of derivative instruments, see Note 20 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Foreign exchange rates risk
We are exposed to foreign currency exchange risk by virtue of the translation of our international operations from local currencies into the U.S. Dollar. The majority of our net
sales for the years ended December 31, 2024, 2023 and 2022 were from operations outside the United States. At December 31, 2024 and 2023, the accumulated other
comprehensive loss account in the consolidated balance sheets included a cumulative translation loss of $517 million and $374 million, respectively. A hypothetical 10%
increase in the value of the U.S. Dollar relative to all foreign currencies would have increased the cumulative translation loss in the current year by $312 million. This
sensitivity analysis is inherently limited as it assumes that rates of multiple foreign currencies are moving in the same direction relative to the value of the U.S. Dollar.
Uncertainty in global market conditions has resulted in, and may continue to cause, significant volatility in foreign currency exchange rates which could increase these risks.
In the majority of our jurisdictions, we earn revenue and incur costs in the local currency of such jurisdiction. We earn significant revenues and incur significant costs in foreign
currencies including the Euro, Mexican Peso, Brazilian Real, Chinese Yuan, British Pound, Turkish Lira, Argentinian Peso and the British Pound. As a result, movements in
exchange rates could cause our revenues and expenses to materially fluctuate, impacting our future profitability and cash flows. Our purchases of raw materials in Latin
America, EMEA and Asia Pacific and future business operations and opportunities, including the continued expansion of our business outside North America, may further
increase the risk that cash flows resulting from these activities may be adversely affected by changes in currency exchange rates. If and when appropriate, we intend to manage
these risks through foreign currency hedges and/or by utilizing local currency funding of these expansions. We do not intend to hold financial instruments for trading or
speculative purposes.
Additionally, in order to fund the purchase price for certain assets of DPC and the capital stock and other equity interests of certain non-U.S. entities, a combination of equity
contributions and intercompany loans were utilized to capitalize certain non-U.S. subsidiaries. In certain instances, the intercompany loans are denominated in currencies other
than the functional currency of the affected subsidiaries. Where intercompany loans are not a component of permanently invested capital of the affected subsidiaries, increases
or decreases in the value of the subsidiaries' functional currency against other currencies will affect our results of operations.
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Commodity price risk
While our raw material pricing fluctuates based on underlying feedstocks movements, we are also subject to supply and demand dynamics, or other macro-level factors, and
also to changes in our cost of sales caused by movements in underlying commodity prices, such as oil and natural gas, among others, for energy spend and certain purchased
raw materials, including monomers, resins and solvents. We try to manage these risks by ensuring we have strategic contracts in place on critical materials along with a balance
of pricing mechanisms across categories, competitive sourcing options including low cost country sources, and utilizing our supplier relationship management program. While
we attempt to limit the impact of fluctuations in the prices of raw materials by implementing raw material price adjustment mechanisms based on index pricing, such
mechanisms may be ineffective and often lag market price changes. In addition, we attempt to mitigate raw material inflation by passing along price increases to our customers.
Treasury policy
Our treasury policy seeks to ensure that adequate financial resources are available for the development of our businesses while managing our currency and interest rate risks.
Our policy is to not engage in speculative transactions. Our policies with respect to the major areas of our treasury activity are set forth above.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
54
Consolidated Statements of Operations
56
Consolidated Statements of Comprehensive Income
57
Consolidated Balance Sheets
58
Consolidated Statements of Changes in Shareholders' Equity
59
Consolidated Statements of Cash Flows
60
Notes to Consolidated Financial Statements
61
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Axalta Coating Systems Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Axalta Coating Systems Ltd. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and
the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended
December 31, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing
under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024
and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded CoverFlexx from its assessment of internal control over
financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024. We have also excluded CoverFlexx
from our audit of internal control over financial reporting. CoverFlexx is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s
assessment and our audit of internal control over financial reporting represent 1% of the related consolidated financial statement amounts as of and for the year ended
December 31, 2024.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
54
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company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be
communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Measurement of Unrecognized Tax Benefits
As described in Notes 1 and 11 to the consolidated financial statements, management has recorded unrecognized tax benefits of $107 million as of December 31, 2024. As
disclosed by management, the breadth of operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes. The
final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes
arising from federal, state and international tax audits in the normal course of business. A liability for unrecognized tax benefits is recorded when management concludes that
the likelihood of sustaining such positions upon examination by taxing authorities is less than “more-likely-than not.”
The principal considerations for our determination that performing procedures relating to the measurement of unrecognized tax benefits is a critical audit matter are the
significant judgments by management when applying the more-likely-than-not recognition criteria to the Company’s tax positions, which in turn led to a high degree of auditor
judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to the measurement of unrecognized tax benefits. Additionally, the
audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the identification and recognition of the liability for unrecognized tax benefits, including controls
addressing completeness of the unrecognized tax benefits and controls over measurement of the liability. These procedures also included, among others, evaluating the
significant judgment used by management in applying the more-likely-than-not recognition criteria and in measuring the Company’s unrecognized tax benefits. Professionals
with specialized skill and knowledge were used to assist in evaluating the reasonableness of assumptions made by management, the technical merits of positions taken based
upon application of the tax law and new information, and the measurement of unrecognized tax benefits.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 13, 2025
We have served as the Company's auditor since 2011.
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AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Operations
(In millions, except per share data)
Year Ended December 31,
2024
2023
2022
Net sales
$
5,276
$
5,184
$
4,884
Cost of goods sold
3,478
3,566
3,466
Selling, general and administrative expenses
847
840
772
Other operating charges
79
28
32
Research and development expenses
74
74
66
Amortization of acquired intangibles
92
88
125
Income from operations
706
588
423
Interest expense, net
205
213
140
Other expense, net
5
20
26
Income before income taxes
496
355
257
Provision for income taxes
105
86
65
Net income
391
269
192
Less: Net income attributable to noncontrolling interests
—
2
—
Net income attributable to common shareholders
$
391
$
267
$
192
Basic net income per share
$
1.78
$
1.21
$
0.86
Diluted net income per share
$
1.78
$
1.21
$
0.86
The accompanying notes are an integral part of these consolidated financial statements.
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AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Comprehensive Income
(In millions)
Year Ended December 31,
2024
2023
2022
Net income
$
391
$
269
$
192
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments
(142)
57
(103)
Unrealized (loss) gain on derivatives
(1)
(2)
29
Unrealized gain (loss) on pension and other benefit plan obligations
8
(49)
35
Other comprehensive (loss) income, before tax
(135)
6
(39)
Income tax expense (benefit) related to items of other comprehensive income
4
(15)
14
Other comprehensive (loss) income, net of tax
(139)
21
(53)
Comprehensive income
252
290
139
Less: Comprehensive loss attributable to noncontrolling interests
(1)
—
—
Comprehensive income attributable to controlling interests
$
253
$
290
$
139
The accompanying notes are an integral part of these consolidated financial statements.
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AXALTA COATING SYSTEMS LTD.
Consolidated Balance Sheets
(In millions, except per share data)
December 31,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
593
$
700
Restricted cash
3
3
Accounts and notes receivable, net
1,248
1,260
Inventories
734
741
Prepaid expenses and other current assets
145
117
Total current assets
2,723
2,821
Property, plant and equipment, net
1,181
1,204
Goodwill
1,640
1,591
Identifiable intangibles, net
1,149
1,130
Other assets
556
526
Total assets
$
7,249
$
7,272
Liabilities, Shareholders' Equity
Current liabilities:
Accounts payable
$
659
$
725
Current portion of borrowings
20
26
Other accrued liabilities
675
677
Total current liabilities
1,354
1,428
Long-term borrowings
3,401
3,478
Accrued pensions
220
252
Deferred income taxes
151
162
Other liabilities
167
179
Total liabilities
5,293
5,499
Commitments and contingent liabilities (Note 6)
Shareholders' equity
Common shares, $1.00 par, 1,000.0 shares authorized, 254.5 and 253.7 shares issued at December 31, 2024 and 2023,
respectively
255
254
Capital in excess of par
1,599
1,568
Retained earnings
1,677
1,286
Treasury shares, at cost, 36.4 and 33.6 shares at December 31, 2024 and 2023, respectively
(1,037)
(937)
Accumulated other comprehensive loss
(582)
(444)
Total Axalta shareholders' equity
1,912
1,727
Noncontrolling interests
44
46
Total shareholders' equity
1,956
1,773
Total liabilities and shareholders' equity
$
7,249
$
7,272
The accompanying notes are an integral part of these consolidated financial statements.
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AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Changes in Shareholders' Equity
(In millions)
Common Stock
Number of
Shares
Par/Stated
Value
Capital In
Excess Of
Par
Retained Earnings
Treasury
Shares, at cost
Accumulated
Other
Comprehensive
Loss
Non-controlling
Interests
Total
Balance December 31, 2021
227.4
$
252
$
1,516
$
827
$
(687)
$
(414)
$
46
$
1,540
Comprehensive income (loss):
Net income
—
—
—
192
—
—
—
192
Net realized and unrealized gain on derivatives, net of tax of
$3 million
—
—
—
—
—
26
—
26
Long-term employee benefit plans, net of tax of $11 million
—
—
—
—
—
24
—
24
Foreign currency translation, net of tax of $0 million
—
—
—
—
—
(103)
—
(103)
Total comprehensive income (loss)
—
—
—
192
—
(53)
—
139
Recognition of stock-based compensation
—
—
22
—
—
—
—
22
Net shares issued under compensation plans
0.6
—
(1)
—
—
—
—
(1)
Common stock purchases
(7.4)
—
—
—
(200)
—
—
(200)
Balance December 31, 2022
220.6
$
252
$
1,537
$
1,019
$
(887)
$
(467)
$
46
$
1,500
Comprehensive income (loss):
Net income
—
—
—
267
—
—
2
269
Net realized and unrealized loss on derivatives, net of tax of
$0 million
—
—
—
—
—
(3)
—
(3)
Long-term employee benefit plans, net of tax benefit of
$15 million
—
—
—
—
—
(34)
—
(34)
Foreign currency translation, net of tax benefit of $0 million
—
—
—
—
—
60
(2)
58
Total comprehensive income
—
—
—
267
—
23
—
290
Recognition of stock-based compensation
—
—
25
—
—
—
—
25
Net shares issued under compensation plans
1.3
2
6
—
—
—
—
8
Changes in ownership of noncontrolling interests
—
—
—
—
—
—
—
—
Common stock purchases
(1.8)
—
—
—
(50)
—
—
(50)
Balance December 31, 2023
220.1
$
254
$
1,568
$
1,286
$
(937)
$
(444)
$
46
$
1,773
Comprehensive income (loss):
Net income
—
—
—
391
—
—
—
391
Net realized and unrealized loss on derivatives, net of tax of
$0 million
—
—
—
—
—
(1)
—
(1)
Long-term employee benefit plans, net of tax of $2 million
—
—
—
—
—
6
—
6
Foreign currency translation, net of tax of $2 million
—
—
—
—
—
(143)
(1)
(144)
Total comprehensive income (loss)
—
—
—
391
—
(138)
(1)
252
Recognition of stock-based compensation
—
—
28
—
—
—
—
28
Net shares issued under compensation plans
0.8
1
3
—
—
—
—
4
Common stock purchases
(2.8)
—
—
—
(100)
—
—
(100)
Dividends declared to noncontrolling interests
—
—
—
—
—
—
(1)
(1)
Balance December 31, 2024
218.1
$
255
$
1,599
$
1,677
$
(1,037)
$
(582)
$
44
$
1,956
The accompanying notes are an integral part of these consolidated financial statements.
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AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Cash Flows
(In millions)
Year Ended December 31,
2024
2023
2022
Operating activities:
Net income
$
391
$
269
$
192
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization
280
276
303
Amortization of deferred financing costs and original issue discount
7
9
10
Debt extinguishment and refinancing-related costs
5
10
15
Deferred income taxes
(17)
(8)
(3)
Realized and unrealized foreign exchange losses, net
11
21
16
Stock-based compensation
28
26
22
Impairment charges
—
15
1
Gains on sales of facilities
—
—
(2)
Interest income on swaps designated as net investment hedges
(15)
(10)
(20)
Commercial agreement restructuring charge
—
—
25
Other non-cash, net
9
22
6
Changes in operating assets and liabilities:
Trade accounts and notes receivable
(7)
(119)
(171)
Inventories
12
103
(195)
Prepaid expenses and other assets
(130)
(71)
(81)
Accounts payable
(49)
9
138
Other accrued liabilities
36
29
45
Other liabilities
15
(6)
(7)
Cash provided by operating activities
576
575
294
Investing activities:
Acquisitions, net of cash acquired
(301)
(106)
(3)
Purchase of property, plant and equipment
(140)
(138)
(151)
Interest proceeds on swaps designated as net investment hedges
15
10
20
Settlement proceeds on swaps designated as net investment hedges
—
29
25
Payments for loans to customers
(22)
(3)
(4)
Other investing activities, net
8
2
7
Cash used for investing activities
(440)
(206)
(106)
Financing activities:
Proceeds from short-term borrowings
—
9
—
Proceeds from long-term borrowings
333
697
1,980
Payments on short-term borrowings
(5)
(50)
(91)
Payments on long-term borrowings
(420)
(904)
(2,042)
Financing-related costs
(6)
(17)
(15)
Net cash flows associated with stock-based awards
4
8
—
Purchases of common stock
(100)
(50)
(200)
Deferred acquisition-related consideration
(6)
(8)
—
Other financing activities, net
(1)
—
(1)
Cash used for financing activities
(201)
(315)
(369)
(Decrease) increase in cash and cash equivalents
(65)
54
(181)
Effect of exchange rate changes on cash
(42)
(6)
(15)
Cash at beginning of period
703
655
851
Cash at end of period
$
596
$
703
$
655
Cash at end of period reconciliation:
Cash and cash equivalents
$
593
$
700
$
645
Restricted cash
3
3
10
Cash at end of period
$
596
$
703
$
655
Supplemental cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized
$
198
$
213
$
127
Income taxes, net of refunds
131
97
63
Non-cash investing activities:
Accrued capital expenditures
$
18
$
13
$
32
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Index
Note
Page
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
62
(2) REVENUE
67
(3) ACQUISITIONS
68
(4) GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
70
(5) RESTRUCTURING
71
(6) COMMITMENTS AND CONTINGENCIES
71
(7) LEASES
72
(8) LONG-TERM EMPLOYEE BENEFITS
74
(9) STOCK-BASED COMPENSATION
80
(10) OTHER EXPENSE, NET
82
(11) INCOME TAXES
82
(12) NET INCOME PER COMMON SHARE
85
(13) ACCOUNTS AND NOTES RECEIVABLE, NET
86
(14) INVENTORIES
86
(15) PROPERTY, PLANT AND EQUIPMENT, NET
86
(16) OTHER ASSETS
87
(17) ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES
87
(18) SUPPLIER FINANCE PROGRAMS
87
(19) BORROWINGS
88
(20) FINANCIAL INSTRUMENTS, HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS
93
(21) SEGMENTS
95
(22) ACCUMULATED OTHER COMPREHENSIVE LOSS
99
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated balance sheets of Axalta Coating Systems Ltd. (“Axalta,” the “Company,” “we,” “our” and “us”), at December 31, 2024 and 2023 and the
related consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes
in shareholders' equity for the years ended December 31, 2024, 2023 and 2022 included herein have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) and are audited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring
adjustments, necessary for a fair statement of the financial position of Axalta.
In 2024, we changed the presentation in our condensed consolidated financial statements to whole millions from our historical presentation of tenths of millions and, as a result,
any necessary rounding adjustments have been made to prior year disclosed amounts.
Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Axalta and its subsidiaries, and entities in which a controlling interest is maintained. For those consolidated
subsidiaries in which the Company's ownership is less than 100%, the outside shareholders' interests are shown as noncontrolling interests. Investments in companies in which
Axalta does not maintain control, but has the ability to exercise significant influence over operating and financial policies of the investee, are accounted for using the equity
method of accounting. As a result, Axalta's share of the earnings or losses of such equity affiliates is included in the accompanying consolidated statements of operations within
Net income attributable to common shareholders, and our share of these companies' stockholders' equity is included in the accompanying consolidated balance sheets within
Total Axalta shareholders' equity. Certain of our joint ventures are accounted for on a one-month lag basis, the effect of which is not material. We eliminated all intercompany
accounts and transactions in the preparation of the accompanying consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of sales and expenses during the period. The estimates and assumptions include, but are not limited to, receivable and
inventory valuations, derivative instruments, fixed asset valuations, valuations of goodwill and identifiable intangible assets, including analysis of impairment, valuations of
long-term employee benefit obligations, income taxes, environmental matters, contingencies, litigation, stock-based compensation, restructuring and allocations of costs. Our
estimates are based on historical experience, facts and circumstances available at the time and various other assumptions that are believed to be reasonable. Actual results could
differ materially from those estimates.
Accounting for Business Combinations
We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable
intangible assets, and assumed liabilities at their acquisition date fair values. The method records any excess purchase price over the fair value of acquired net assets as
goodwill. Included in the determination of the purchase price is the fair value of contingent consideration, if applicable, based on the terms and applicable targets described
within the acquisition agreements (i.e., projected revenues or EBITDA). Subsequent to the acquisition date, the fair value of the contingent liability, if determined to be payable
in cash, is revalued at each balance sheet date with adjustments recorded within earnings.
The determination of the fair value of assets acquired, liabilities assumed and noncontrolling interests involves assessments of factors such as the expected future cash flows
associated with individual assets and liabilities and appropriate discount rates at the closing date of the acquisition. When necessary, we consult with external advisors to help
determine fair value. For non-observable market values determined using Level 3 assumptions, we determine fair value using acceptable valuation principles, including most
commonly the excess earnings method for customer relationships, relief from royalty method for technology and trademarks, cost method for inventory and a combination of
cost and market methods for property, plant and equipment, as applicable.
We include the results of operations from the acquisition date in the financial statements for all businesses acquired.
Revenue Recognition
See Note 2 for disclosure of our revenue recognition accounting policy.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Cash, Cash Equivalents and Restricted Cash
Cash equivalents represent highly liquid investments considered readily convertible to known amounts of cash within three months or less from time of purchase. They are
carried at cost plus accrued interest, which approximates fair value because of the short-term maturity of these instruments. Cash balances may exceed government insured
limits in certain jurisdictions.
Restricted cash on our consolidated balance sheets represents cash used to secure certain customer guarantees.
Fair Value Measurements
GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's
level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following valuation techniques are used to measure fair value for assets and liabilities:
Level 1—Quoted market prices in active markets for identical assets or liabilities;
Level 2—Significant other observable inputs (i.e., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active,
inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs); and
Level 3—Unobservable inputs for the asset or liability, which are valued based on management's estimates of assumptions that market participants would use in pricing the
asset or liability.
Derivatives and Hedging
The Company from time to time utilizes derivatives to manage exposures to currency exchange rates and interest rate risk. The fair values of all derivatives are recognized as
assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported in income or accumulated other comprehensive loss (“AOCI”),
depending on the use of the derivative and whether it qualifies for hedge accounting treatment and is designated as such.
Gains and losses on derivatives that qualify and are designated as cash flow or net investment hedges are recorded in AOCI, to the extent the hedges are effective, until the
underlying transactions are recognized in income.
Gains and losses on derivatives qualifying and designated as fair value hedging instruments, as well as the offsetting losses and gains on the hedged items, are reported in
income in the same accounting period. Derivatives not designated as hedging instruments are marked-to-market at the end of each accounting period with the results included in
income.
Cash flows from derivatives are presented in the consolidated statements of cash flows in a manner consistent with the underlying transactions.
Receivables and Allowance for Doubtful Accounts
Receivables are carried at amounts that approximate fair value. Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful
accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and
reasonable forecasts of future economic conditions. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be
uncollectible.
Inventories
Inventories are valued at the lower of cost or net realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include:
•
raw materials,
•
direct labor, and
•
manufacturing and indirect overhead.
Stores and supplies are valued at the lower of cost or net realizable value; cost is generally determined by the weighted average cost method. Inventories deemed to have costs
greater than their respective market values are reduced to net realizable value with a loss recorded in income in the period recognized.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Property, Plant and Equipment
Property, plant and equipment purchases are recorded at cost and are depreciated over the estimated useful life using the straight-line method starting on the date they are placed
in service. See Note 15 for a range of estimated useful lives used for each property, plant and equipment class.
Software included in property, plant and equipment represents the costs of software developed or obtained for internal use. Software costs are amortized on a straight-line basis
over their estimated useful lives. Upgrades and enhancements are capitalized if they result in added functionality, which enables the software to perform tasks it was previously
incapable of performing. Software maintenance and training costs are expensed in the period in which they are incurred.
Leases
See Note 7 for disclosure of our accounting policy for leases.
Goodwill and Other Identifiable Intangible Assets
Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in a business combination. Goodwill and indefinite-lived
intangible assets are tested for impairment on an annual basis as of October 1 ; however, these tests are performed more frequently if events or changes in circumstances
indicate that the asset may be impaired.
When testing goodwill and indefinite-lived intangible assets for impairment, we first have an option to assess qualitative factors to determine whether the existence of events or
circumstances leads to a determination that it is more likely than not (more than 50%) that an impairment exists. Such qualitative factors may include the evaluation of the
following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant asset-specific events. If based on this
qualitative assessment we determine that an impairment is more likely than not, or if we elect not to perform a qualitative assessment, we would be required to perform a
quantitative impairment test.
Under the quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit, with respect to goodwill, and indefinite-
lived intangible asset to its carrying value. If the fair value of the reporting unit or indefinite-lived intangible asset is less than the carrying value, the difference is recorded as
an impairment loss not to exceed the amount of recorded goodwill or carrying value of the respective indefinite-lived intangible asset.
In 2024, we performed a qualitative evaluation for impairment over our reporting units and indefinite-lived intangible assets and concluded that it was not more likely than not
that the fair values are less than the respective carrying amounts.
Definite-lived intangible assets, such as technology, trademarks, customer relationships, and non-compete agreements, are amortized over their estimated useful lives, generally
for periods ranging from 3 to 25 years. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets
might not be recoverable. The reasonableness of the useful lives of definite and indefinite-lived assets are regularly evaluated.
Impairment of Long-Lived Assets
The carrying value of long-lived assets to be held and used is evaluated when events or changes in circumstances indicate the carrying value may not be recoverable. Evaluation
for impairment is done at the asset group level. The carrying value of long-lived asset groupings is considered impaired when the total projected undiscounted cash flows from
the asset group is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset
group. The fair value methodology used is an estimate of fair market value and is based on prices of similar asset groupings or other valuation methodologies, including present
value techniques. Long-lived asset groupings to be disposed of other than by sale are classified as held for use until their disposal. Long-lived asset groupings to be disposed of
by sale are classified as held for sale after all applicable attributes in the guidance are met and are reported at the lower of carrying amount or fair market value less cost to sell.
Depreciation is discontinued for long-lived asset groupings classified as held for sale.
st
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Research and Development
Research and development costs incurred in the normal course of business consist primarily of employee-related costs and are expensed as incurred. In-process research and
development projects acquired in a business combination are recorded as intangible assets at their fair value as of the acquisition date, using Level 3 assumptions. Subsequent
costs related to acquired in-process research and development projects are expensed as incurred. In-process research and development intangible assets are considered
indefinite-lived until the abandonment or completion of the associated research and development efforts. These indefinite-lived intangible assets are tested for impairment
consistent with the impairment testing performed on other indefinite-lived intangible assets discussed above. Upon completion of the research and development process, the
carrying value of acquired in-process research and development projects is reclassified as a finite-lived asset and is amortized over its useful life. Once amortization
commences, these assets are tested for impairment consistent with long-lived assets as discussed above.
Environmental Liabilities and Expenditures
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accrued
environmental liabilities are not discounted. Claims for recovery from third parties, if any, are reflected separately as an asset. We record recoveries at the earlier of when the
gain is probable and reasonably estimable or realized.
Costs related to environmental remediation are charged to expense in the period incurred. Other environmental costs are also charged to expense in the period incurred, unless
they increase the value of the property or reduce or prevent contamination from future operations, in which case, they are capitalized as property, plant and equipment and
depreciated over their useful life.
Contingencies and Litigation
We accrue for liabilities related to contingencies, including the operational matter discussed in Note 6, and litigation matters when available information indicates that the
liability is probable, and the amount can be reasonably estimated. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and
liabilities and their respective tax basis. Deferred tax assets are also recognized for tax losses, interest and tax credit carryforwards. Valuation allowances are recorded to reduce
deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the
years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in net income in the period that
includes the enactment date.
Where we do not intend to indefinitely reinvest earnings of our subsidiaries, we provide for income taxes and withholding taxes, where applicable, on unremitted earnings. We
do not provide for income taxes on unremitted earnings of our subsidiaries that are intended to be indefinitely reinvested.
We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on
the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties related to unrecognized tax benefits as a component
of provision for income taxes. The current portion of unrecognized tax benefits is included in other accrued liabilities and the long-term portion is included in other liabilities in
the consolidated balance sheets.
Foreign Currency Translation
Our reporting currency is the U.S. Dollar. In most cases, our non-U.S. based subsidiaries use their local currency as the functional currency for their respective business
operations. Assets and liabilities of these operations are translated into U.S. Dollars at end-of-period exchange rates; income and expenses are translated using the average
exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded as a component of shareholders' equity in the accompanying consolidated
balance sheets in AOCI.
Gains and losses from transactions denominated in currencies other than functional currencies are included in the consolidated statements of operations in other expense, net.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Employee Benefits
Defined benefit plans specify an amount of pension benefit that an employee will receive upon retirement, usually dependent on factors such as age, years of service and
compensation. The obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees earn in
return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the obligations and are then adjusted for the impact
of any unamortized prior service costs. The discount rate used is based upon market indicators in the region (generally, the yield on bonds that are denominated in the currency
in which the benefits will be paid and that have maturity dates approximating the terms of the obligations). The calculations are performed by qualified actuaries using the
projected unit credit method. The obligation of defined benefit plans recorded on our consolidated balance sheets is net of the current fair value of assets within each respective
plan. See Note 8 for further information.
Stock-Based Compensation
We provide directors and certain employees stock-based compensation comprising restricted stock units (“RSUs”) and performance share units (“PSUs”). The instruments are
measured at fair value on the grant date or date of modification, as applicable. We recognize compensation expense on a graded-vesting attribution basis over the requisite
service period, inclusive of impacts of any current period modifications of previously granted awards. Compensation expense is recorded net of forfeitures, which we have
elected to record in the period they occur.
Earnings per Common Share
Basic earnings per common share is computed by dividing net income attributable to Axalta's common shareholders by the weighted average number of shares outstanding
during the period. Diluted earnings per common share is computed by dividing net income attributable to Axalta's common shareholders by the weighted average number of
shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities; anti-dilutive
securities are excluded from the calculation. These potentially dilutive securities are calculated under the treasury stock method and all outstanding stock options, RSUs, and
PSUs are considered.
Recently Adopted Accounting Guidance
In January 2023, we adopted Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs, which codifies disclosure requirements for supplier
financing programs. This ASU does not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. ASU
2022-04 also requires a rollforward of activity for each supplier financing program beginning with annual reporting for the year ended December 31, 2024. The required
disclosures are included in Note 18.
In January 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280), which expands the disclosures about a public entity's reportable segments and the expenses of the
entity’s reportable segments. This ASU does not impact our consolidated financial position, results of operations or cash flows. The required disclosures are included in Note
21.
Accounting Guidance and Disclosure Rules Issued But Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) to enhance the transparency and decision usefulness of
income tax disclosures, primarily related to the rate reconciliation and income taxes paid disclosures. The new standard is effective prospectively for fiscal years beginning after
December 15, 2024, with early adoption permitted. The Company plans to adopt the guidance and include required enhanced disclosures in its consolidated financial statements
beginning in the year ending December 31, 2025.
In March 2024, the SEC adopted final rules under SEC Release No. 34-99678 and No. 33-11275 (the “Final Rules”), The Enhancement and Standardization of Climate-Related
Disclosures for Investors, which would require registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules
require, among other things, disclosures in the notes to the audited financial statements relating to the effects of severe weather events and other natural conditions, subject to
certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances. The financial statement disclosure
requirements of the Final Rules were to be effective starting with fiscal year 2025. In April 2024, after litigation challenging the Final Rules was commenced, the SEC stayed
the effectiveness of the Final Rules, and the timing of the effectiveness of these disclosure requirements remains uncertain. We are currently monitoring the status of Final
Rules and evaluating the potential impact of the adoption of the Final Rules.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to improve
disclosures about a public business entity's expenses and require more detailed information about the types of expenses in commonly presented expense captions, such as cost
of sales, SG&A and research and development. The new standard is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after
December 15, 2027. We are currently evaluating the impact of ASU 2024-03 on our financial statements.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(2) REVENUE
We recognize revenue at the point our contractual performance obligations with our customers are satisfied. This occurs at the point in time when control of our products
transfers to the customer based on considerations of right to payment, transfer of legal title, physical possession, risks and rewards of ownership and customer acceptance. For
the majority of our revenue, control transfers upon shipment of our products to our customers. Our remaining revenue is recorded upon delivery or consumption for our product
sales or as incurred for services provided and royalties earned.
Revenue is measured as the amount of consideration we expect to receive in exchange for our products or services. Our contracts, including those subject to standard terms and
conditions under multi-year agreements, are largely short-term in nature and each customer purchase order typically represents a contract with the delivery of coatings
representing the only separate performance obligation.
For certain customer arrangements within our light vehicle, industrial and commercial vehicle end-markets, revenue is recognized upon shipment, as this is the point in time we
have concluded that control of our product has transferred to our customer based on our considerations of the indicators of control in the contracts, including right of use and
risk and reward of ownership. For consignment arrangements, revenue is recognized upon actual consumption by our customers, as this represents the point in time that control
is determined to have transferred to the customer based on the contractual arrangement.
In our refinish end-market, our product sales are typically supplied through a network of distributors. Control transfers and revenue is recognized when our products are
shipped to our distribution customers. Variable consideration in the form of price, less discounts and rebates, are estimated and recorded upon the shipment of our products
based on our ability to make a reasonable estimate of the amounts expected to be received. The estimates of variable consideration involve significant assumptions based on the
best estimates of inventory held by distributors, applicable pricing, as well as the use of historical actuals for sales, discounts and rebates, which may result in changes in
estimates in the future.
The timing of payments associated with the above arrangements may differ from the timing associated with the satisfaction of our performance obligations. The period between
the satisfaction of the performance obligation and the receipt of payment is dependent on terms and conditions specific to the customers. For transactions in which we expect, at
contract inception, the period between the transfer of our products or services to our customer and when the customer pays for that good or service to be greater than one year,
we adjust the promised amount of consideration for the effects of any significant financing components that materially change the amount of revenue under the contract.
All costs incurred directly in satisfaction of our performance obligations associated with revenue are reported in cost of goods sold on the statements of operations. We also
provide certain customers with incremental up-front consideration, subject to clawback provisions, including Business Incentive Plan assets (“BIPs”), which is capitalized and
amortized over the estimated life of the contractual arrangement as a reduction of net sales. We do not receive a distinct service or good in return for these BIPs, but rather
receive volume commitments and/or sole supplier status from our customers over the life of the contractual arrangements, which approximates a five-year weighted average
useful life. The termination clauses in these contractual arrangements generally include standard clawback provisions that are designed to enable us to collect monetary
damages in the event of a customer's failure to meet its commitments under the relevant contract. At December 31, 2024 and 2023, the total carrying value of BIPs were $169
million and $149 million, respectively, and are presented within other assets in the consolidated balance sheets. For the years ended December 31, 2024, 2023 and 2022, $59
million, $64 million and $59 million, respectively, was amortized and reflected as reductions of net sales in the consolidated statements of operations.
During the year ended December 31, 2022, we agreed to forgo collection of a portion of previously provided up-front incentives with a certain Performance Coatings customer,
contingent upon this customer completing a recapitalization and restructuring of its indebtedness and executing a new long-term exclusive sales agreement with us. During the
year ended December 31, 2022, a charge for this customer contract restructuring was recorded for $25 million in the consolidated statements of operations, of which
$20 million was recorded as a reduction to net sales and the remaining amount recorded in other expense, net as discussed in Note 10. During the year ended December 31,
2023, we reached a settlement agreement with the customer whereby all amounts owed to us were paid and all outstanding claims were discharged.
We accrue for sales returns and other allowances based on our historical experience, as well as expectations based on current information relevant to our customers. We include
the amounts billed to customers for shipping and handling fees in net sales and include costs incurred for the delivery of goods as cost of goods sold in the consolidated
statement of operations.
Recognition of licensing and royalty income occurs at the point in time when agreed upon performance obligations are satisfied, the amount is fixed or determinable, and
collectability is reasonably assured.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Consideration for products in which control has transferred to our customers that is conditional on something other than the passage of time is recorded as a contract asset
within prepaid expenses and other current assets in the consolidated balance sheets. The contract asset balances at December 31, 2024 and 2023 were $36 million and $39
million, respectively.
Revenue Streams
Our revenue streams are disaggregated based on the types of products and services offered in contracts with our customers, which are depicted in each of our four end-markets.
•
Refinish - We develop, market and supply a complete portfolio of innovative coatings systems and color matching technologies to facilitate faster automotive collision
repairs relative to competing technologies. Our refinish products and systems include a range of coatings layers required to match the vehicle's color and appearance,
producing a repair surface indistinguishable from the adjacent surface.
•
Industrial - The industrial end-market comprises liquid and powder coatings used in a broad array of applications. We are also a leading global developer, manufacturer
and supplier of functional and decorative liquid and powder coatings for a large number of diversified applications in the industrial end-market. We provide a full
portfolio of products for applications including building products, construction, battery solutions, transportation and general metal finishing.
•
Light Vehicle - Light vehicle original equipment manufacturers (“OEMs”) select coatings providers based on their global ability to deliver core and advanced
technological solutions that improve exterior appearance and durability and provide long-term corrosion protection. Customers also look for suppliers that offer
sustainable solutions to aid in the customer portfolio transformation and can enhance process efficiency, improve productivity and provide technical support.
•
Commercial Vehicle - Sales in the commercial vehicle end-market are generated from a variety of applications including heavy-duty truck, medium-duty truck, bus
and rail, motorcycles, marine and aviation, as well as related markets such as trailers, recreational vehicles and personal sport vehicles. Commercial vehicle OEMs
select coatings providers on the basis of their ability to consistently deliver advanced technological solutions that improve exterior appearance, protection and
durability and provide extensive color libraries and matching capabilities at the lowest total cost-in-use, while meeting stringent environmental requirements.
We also have other revenue streams which include immaterial revenues relative to the net sales from our four end-markets, comprising sales from royalties and services,
primarily within our light vehicle and refinish end-markets.
See Note 21 for disaggregated net sales by end-market.
(3) ACQUISITIONS
The pro-forma impacts on our results of operations, including the pro-forma effect of events that are directly attributable to the following acquisitions, were not significant.
Acquisition of The CoverFlexx Group
On July 2, 2024, we completed the acquisition of CoverFlexx from Transtar Holding Company for an aggregate purchase price of $290 million. The acquisition of CoverFlexx,
a leading aftermarket coatings business focused on economy customers in North America, strengthens Axalta's position in the refinish economy customer segment and supports
its broader growth strategy. The results of the business have been reported within our Performance Coatings segment since the acquisition date. The CoverFlexx acquisition was
recorded as a business combination under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations, with identifiable assets acquired and liabilities
assumed recorded at their estimated fair values as of the acquisition date.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
At December 31, 2024, we had not finalized the purchase accounting related to the CoverFlexx acquisition and these amounts represent preliminary values. The allocation of
the purchase price may be modified up to one year from the closing date of the acquisition as more information is obtained about the fair value of assets acquired and liabilities
assumed. The preliminary purchase price allocation is as follows:
July 2, 2024 (As initially
reported)
Measurement Period
Adjustments
July 2, 2024 (Adjusted)
Cash
$
1
$
—
$
1
Accounts and notes receivable, net
17
—
17
Inventories
23
2
25
Prepaid expenses and other current assets, net
1
—
1
Property, plant and equipment, net
9
—
9
Identifiable intangible assets
144
—
144
Other assets
5
1
6
Accounts payable and other accrued liabilities
(6)
—
(6)
Other liabilities
(6)
—
(6)
Deferred income taxes
(7)
—
(7)
Net assets before goodwill from acquisition
181
3
184
Goodwill from acquisition
109
(3)
106
Net assets acquired
$
290
$
—
$
290
Goodwill was recognized as the excess of the purchase price over the net identifiable assets recognized. The goodwill is primarily attributed to the assembled workforce and the
anticipated future economic benefits of the business and is allocated to our refinish reporting unit, which is part of our Performance Coatings operating segment. The goodwill
recognized at December 31, 2024 that is expected to be deductible for income tax purposes is $98 million.
We incurred and expensed acquisition-related transaction costs for the CoverFlexx acquisition of $3 million, included within other operating charges on the consolidated
statements of operations for the year ended December 31, 2024.
The fair value associated with definite-lived intangible assets is $144 million, which comprises $123 million in customer relationships, $16 million in trademarks and
$5 million in developed technology. The definite-lived intangible assets will be amortized over a weighted average term of 18.4 years.
Other Acquisitions
During the year ended December 31, 2024, incremental to the CoverFlexx acquisition, we successfully completed three strategic acquisitions, all based in Europe, and
operating within our Performance Coatings segment (“2024 European Acquisitions”). The 2024 European Acquisitions were accounted for as business combinations and the
aggregate consideration for these acquisitions was $15 million, of which $11 million was paid, net of $3 million cash acquired, during the year ended December 31, 2024. The
overall impacts to our consolidated financial statements were not considered to be material, either individually or in the aggregate. The fair value associated with identifiable
intangible assets from the 2024 European Acquisitions was $4 million, primarily comprising customer relationship assets, which will be amortized over a weighted average
term of approximately 10.0 years.
At December 31, 2024, we had not finalized the related purchase accounting for the 2024 European Acquisitions, and the amounts recorded represent preliminary values. We
expect to finalize our purchase accounting during the respective measurement periods, which will be no later than one year following the closing dates.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(4) GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
Goodwill
The following table shows changes in the carrying amount of goodwill from December 31, 2022 to December 31, 2024 by reportable segment:
Performance
Coatings
Mobility
Coatings
Total
December 31, 2022
$
1,422
$
76
$
1,498
Goodwill from acquisitions
38
—
38
Purchase accounting and other adjustments
(1)
—
(1)
Foreign currency translation
54
2
56
December 31, 2023
$
1,513
$
78
$
1,591
Goodwill from acquisitions
112
—
112
Foreign currency translation
(59)
(4)
(63)
December 31, 2024
$
1,566
$
74
$
1,640
Identifiable Intangible Assets
The following tables summarize the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class:
December 31, 2024
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology
$
152
$
(88)
$
64
11.1
Trademarks—indefinite-lived
252
—
252
Indefinite
Trademarks—definite-lived
154
(70)
84
14.0
Customer relationships
1,280
(531)
749
19.1
Total
$
1,838
$
(689)
$
1,149
December 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology
$
162
$
(88)
$
74
11.2
Trademarks—indefinite-lived
264
—
264
Indefinite
Trademarks—definite-lived
142
(60)
82
14.5
Customer relationships
1,194
(484)
710
19.0
Total
$
1,762
$
(632)
$
1,130
The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years is:
2025
$
95
2026
$
95
2027
$
94
2028
$
80
2029
$
76
70
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(5) RESTRUCTURING
During February 2024, we announced a global transformation initiative intended to simplify the Company’s organizational structure and enable us to be more proactive,
responsive, and agile and to better serve our customers and to lower our cost base and improve financial performance and cash flow generation. The 2024 Transformation
Initiative actions, certain of which are subject to the satisfaction of local law requirements in various jurisdictions, commenced in the first quarter of 2024 and we expect them
to be completed by 2026. The 2024 Transformation Initiative is expected to result in a net reduction to our workforce of approximately 600 employees globally and total pre-
tax charges of approximately $75 million in the aggregate, of which approximately $70 million represents severance and other exit-related costs and approximately $5 million
represents non-cash accelerated depreciation charges. Total cash expenditures related to the 2024 Transformation Initiative are expected to be approximately $100-110 million,
inclusive of $30-40 million for capital expenditures to, among other things, shift manufacturing capacity or capabilities. The 2024 Transformation Initiative resulted in pre-
tax charges of $71 million for the year ended December 31, 2024, which primarily relates to employee severance and other exit costs.
The majority of the termination benefits were accounted for in accordance with the applicable guidance for ASC 712, Nonretirement Postemployment Benefits, whereby we
accounted for termination benefits and recognized liabilities when the loss was considered probable that employees were entitled to benefits and the amounts could be
reasonably estimated.
During the years ended December 31, 2024, 2023 and 2022, we incurred costs of $65 million, $4 million, and $24 million, respectively, for termination benefits, net of changes
in estimates. The majority of our termination benefits are recorded within other operating charges in the consolidated statements of operations. The remaining payments
associated with these actions are expected to be substantially completed within 18 months.
The following table summarizes the activity related to the termination benefit reserves and expenses for the years ended December 31, 2024, 2023 and 2022:
Balance at January 1, 2022
$
58
Expense recorded
24
Payments made
(30)
Foreign currency translation
(3)
Balance at December 31, 2022
$
49
Expense recorded
4
Payments made
(37)
Foreign currency translation
—
Balance at December 31, 2023
$
16
Expense recorded
65
Payments made
(30)
Foreign currency translation
(2)
Balance at December 31, 2024
$
49
(6) COMMITMENTS AND CONTINGENCIES
Guarantees
We guarantee certain of our customers' obligations to third parties, whereby any default by our customers on their obligations could force us to make payments to the applicable
creditors (“Customer Obligation Guarantees”). At December 31, 2024 and 2023, we had outstanding Customer Obligation Guarantees of $23 million and $10 million,
respectively, excluding certain outstanding Customer Obligation Guarantees secured by letters of credit under the Revolving Credit Facility discussed further in Note 19.
Excluding Customer Obligation Guarantees secured by letters of credit under the Revolving Credit Facility, substantially all of our Customer Obligation Guarantees do not have
specified expiration dates. We monitor the Customer Obligation Guarantees to evaluate whether we have a liability at the balance sheet date. We did not have any liabilities
related to our outstanding Customer Obligation Guarantees recorded at either December 31, 2024 or 2023.
Operational Matter
In January 2021, we became aware of an operational matter affecting certain North America Mobility Coatings customer manufacturing sites. The matter involves the use and
application of certain of our products in combination with and incorporated within third-party products. The matter occurred over a discrete period during the fourth quarter of
2020. We concluded that losses from this matter were probable and that a majority of losses would be covered under our insurance policies, subject to deductible and policy
limits as defined in our policies.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
During each of the years ended December 31, 2024, 2023 and 2022, expenses recorded relating to the operational matter were immaterial. At December 31, 2024 and 2023, we
had $29 million and $36 million, respectively, recorded for estimated insurance receivables within accounts and notes receivable, net in the consolidated balance sheets.
Liabilities of $27 million and $31 million are recorded as other accrued liabilities in the consolidated balance sheets at December 31, 2024 and 2023, respectively. The recorded
probable losses remain an estimate, and actual costs arising from this matter could be materially lower or higher depending on the actual costs incurred to repair the impacted
products as well as the availability of additional insurance coverage.
Other
We are subject to various pending lawsuits, legal proceedings and other claims in the ordinary course of business, including civil, regulatory and environmental matters. These
matters may involve third-party indemnification obligations and/or insurance covering all or part of any potential damage incurred by us. All of these matters are subject to
many uncertainties and, accordingly, we cannot determine the ultimate outcome of the proceedings and other claims at this time. The potential effects, if any, on our
consolidated financial statements will be recorded in the period in which these matters are probable and estimable. Except as set forth in the “Operational Matter” section
above, we believe that any sum we may be required to pay in connection with proceedings or claims in excess of the amounts recorded would likely not have a material adverse
effect on our results of operations, financial condition or cash flows on a consolidated annual basis but could have a material adverse impact in a particular quarterly reporting
period. However, there can be no assurance that any such sum would not have a material adverse effect on our results of operations, financial condition or cash flows on a
consolidated annual basis.
We are involved in environmental remediation and ongoing compliance activities at several sites. The timing and duration of remediation and ongoing compliance activities are
determined on a site by site basis depending on local regulations. The liabilities recorded represent our estimable future remediation costs and other anticipated environmental
liabilities. We have not recorded liabilities at sites where a liability is probable but a range of loss is not reasonably estimable. We believe that any sum we may be required to
pay in connection with environmental remediation matters in excess of the amounts recorded would likely occur over a period of time and would likely not have a material
adverse effect upon our results of operations, financial condition or cash flows on a consolidated annual basis but could have a material adverse impact in a particular quarterly
reporting period.
(7) LEASES
We have operating and finance leases for certain of our technology centers, warehouses, office spaces, land, and equipment. Right-of-use (“ROU”) assets represent the
Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating
lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.
The lease term is determined to be the non-cancelable period including any lessee renewal options that are considered to be reasonably certain of exercise. The interest rate
implicit in lease contracts is typically not readily determinable. As such, the Company used judgment to determine an appropriate incremental borrowing rate, which is the rate
incurred to borrow on a collateralized basis over a similar term in a similar economic environment. Lease expense for fixed lease payments on operating leases is recognized
over the expected term on a straight-line basis, while lease expense for fixed lease payments on finance leases is recognized using the effective interest method.
Certain of our lease agreements include rental payments based on an index or are adjusted periodically for inflation. At lease inception, we make assumptions for certain factors
(i.e., inflation rates) through the lease term. Changes to lease payments resulting from these factors are treated as variable lease payments and recognized in the period in which
the obligation for those payments was incurred. In addition, variable lease expense also includes elements of a contract that is based on usage during the term. Our lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Supplemental balance sheet information related to leases is summarized as follows:
December 31,
2024
2023
Assets
Classification
Operating lease ROU assets, net
Other assets
$
99
$
105
Finance lease ROU assets, net
Property, plant and equipment, net
47
52
Total leased assets
$
146
$
157
Liabilities
Current
Operating lease liabilities
Other accrued liabilities
$
27
$
31
Finance lease liabilities
Current portion of borrowings
3
3
Noncurrent
Operating lease liabilities
Other liabilities
73
76
Finance lease liabilities
Long-term borrowings
51
54
Total lease liabilities
$
154
$
164
(1) Operating lease assets are recorded net of accumulated amortization of $89 million and $75 million for the years ended December 31, 2024 and 2023, respectively.
(2) Finance lease assets are recorded net of accumulated amortization of $26 million and $22 million for the years ended December 31, 2024 and 2023, respectively.
Components of lease expense are summarized as follows:
Year Ended December 31,
2024
2023
2022
Finance lease cost
Amortization of right-of-use assets
$
5
$
5
$
5
Interest on lease liabilities
3
3
3
Operating lease cost
39
39
33
Variable lease cost
3
4
3
Short-term lease cost
1
1
—
Net lease cost
$
51
$
52
$
44
Supplemental cash flow information related to leases is summarized as follows:
Year Ended December 31,
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
39
$
40
$
34
Operating cash flows for finance leases
$
3
$
3
$
3
Financing cash flows for finance leases
$
3
$
3
$
3
Non-cash leasing activities:
ROU assets obtained in exchange for lease obligations - Operating leases
$
23
$
21
$
28
ROU assets obtained in exchange for lease obligations - Finance
leases
$
—
$
—
$
3
(1) Includes lease extensions and option exercises.
(1)
(2)
(1)
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Lease term and discount rate information are summarized as follows:
Year Ended December 31,
2024
2023
Weighted average remaining lease term (years)
Operating leases
4.6
5.1
Finance leases
12.2
13.0
Weighted average discount rate
Operating leases
5.4 %
5.6 %
Finance leases
5.3 %
5.3 %
Maturities of lease liabilities as of December 31, 2024 are as follows:
Operating Leases
Finance Leases
Year
2025
$
33
$
6
2026
25
6
2027
19
6
2028
13
6
2029
5
6
Thereafter
16
47
Total lease payments
111
77
Less: imputed interest
11
23
Present value of lease liabilities
$
100
$
54
(8) LONG-TERM EMPLOYEE BENEFITS
Defined Benefit Pensions
Axalta has defined benefit plans that cover certain employees worldwide, with approximately 85% of the projected benefit obligation within the European region at
December 31, 2024.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Obligations and Funded Status
The measurement date used to determine defined benefit obligations is December 31st each year. The following table sets forth the changes to the projected benefit obligations
(“PBO”) and plan assets for the years ended December 31, 2024 and 2023 and the funded status and amounts recognized in the accompanying consolidated balance sheets at
December 31, 2024 and 2023 for our defined benefit pension plans:
Year Ended December 31,
2024
2023
Change in benefit obligation:
Projected benefit obligation at beginning of year
$
526
$
449
Service cost
6
6
Interest cost
19
19
Participant contributions
2
2
Actuarial (gain) loss, net
(17)
49
Plan curtailments, settlements and special termination benefits
(9)
(9)
Benefits paid
(29)
(24)
Business combinations and other adjustments
—
9
Foreign currency translation
(30)
25
Projected benefit obligation at end of year
468
526
Change in plan assets:
Fair value of plan assets at beginning of year
281
260
Actual return on plan assets
—
10
Employer contributions
24
21
Participant contributions
2
2
Benefits paid
(29)
(24)
Settlements
(9)
(9)
Business combinations and other adjustments
—
7
Foreign currency translation
(11)
14
Fair value of plan assets at end of year
258
281
Funded status, net
$
(210)
$
(245)
Amounts recognized in the consolidated balance sheets consist of:
Other assets
$
24
$
22
Other accrued liabilities
(14)
(15)
Accrued pensions
(220)
(252)
Net amount recognized
$
(210)
$
(245)
The net actuarial (gain) loss for 2024 and 2023 was due primarily to fluctuations in the discount rates between years across the plans relative to the rates used in the preceding
year to determine benefit obligations (see assumptions table below), which were caused by market volatility during the periods.
The PBO is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated
benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service rendered to date but does not include the effects of estimated future pay
increases.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The following table reflects the ABO for all defined benefit plans at December 31, 2024 and 2023. Further, the table reflects the aggregate PBO, ABO and fair value of plan
assets for pension plans with PBO in excess of plan assets and for pension plans with ABO in excess of plan assets.
December 31,
2024
2023
ABO
$
447
$
502
Plans with PBO in excess of plan assets:
PBO
$
303
$
338
ABO
$
283
$
317
Fair value plan assets
$
69
$
72
Plans with ABO in excess of plan assets:
PBO
$
293
$
338
ABO
$
275
$
317
Fair value plan assets
$
60
$
72
The pre-tax amounts not yet reflected in net periodic benefit cost and included in AOCI include the following related to defined benefit plans:
Year Ended December 31,
2024
2023
Accumulated net actuarial losses
$
(93)
$
(101)
Accumulated prior service credit
2
2
Total
$
(91)
$
(99)
The accumulated net actuarial losses relate primarily to differences between the actual net periodic expense and the expected net periodic expense resulting from differences in
the significant assumptions, including return on assets, discount rates and compensation trends, used in these estimates. For individual plans in which the accumulated net
actuarial gains or losses exceed 10% of the higher of the fair value of plan assets or the PBO at the beginning of the year, amortization of such excess has been included in net
periodic benefit costs. The amortization period is the average remaining service period of active employees expected to receive benefits unless a plan is mostly inactive, in
which case the amortization period is the average remaining life expectancy of the plan participants. Accumulated prior service credits are amortized over the future service
periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Components of Net Periodic Benefit Cost
The following table sets forth the pre-tax components of net periodic benefit costs for our defined benefit plans for the years ended December 31, 2024, 2023 and 2022.
Year Ended December 31,
2024
2023
2022
Components of net periodic benefit cost and amounts recognized in comprehensive income:
Net periodic benefit cost:
Service cost
$
6
$
6
$
7
Interest cost
19
19
9
Expected return on plan assets
(12)
(11)
(12)
Amortization of actuarial loss, net
4
1
3
Curtailment gain
(1)
—
—
Settlement gain
(1)
—
(1)
Net periodic benefit cost
15
15
6
Changes in plan assets and benefit obligations recognized in other comprehensive income:
Net actuarial (gain) loss, net
(6)
51
(33)
Amortization of actuarial loss, net
(4)
(1)
(3)
Curtailment gain
1
—
—
Settlement gain
1
—
1
Other adjustments
—
(1)
—
Total (gain) loss recognized in other comprehensive income
(8)
49
(35)
Total recognized in net periodic benefit cost and comprehensive income
$
7
$
64
$
(29)
Assumptions
We used the following assumptions in determining the benefit obligations and net periodic benefit cost of our defined benefit plans:
2024
2023
2022
Weighted average assumptions:
Discount rate to determine benefit obligation
4.06 %
3.82 %
4.37 %
Discount rate to determine net cost
3.82 %
4.37 %
1.65 %
Rate of future compensation increases to determine benefit obligation
2.89 %
2.97 %
2.98 %
Rate of future compensation increases to determine net cost
2.97 %
2.98 %
2.84 %
Rate of return on plan assets to determine net cost
4.47 %
4.27 %
3.44 %
Cash balance interest credit rate to determine benefit obligation
1.08 %
1.32 %
1.96 %
Cash balance interest credit rate to determine net cost
1.32 %
1.96 %
0.44 %
The discount rates used reflect the expected future cash flow based on plan provisions, participant data and the currencies in which the expected future cash flows will occur.
For the majority of our defined benefit obligations, we utilize prevailing long-term high quality corporate bond indices applicable to the respective country at the measurement
date. In countries where established corporate bond markets do not exist, we utilize other index movement and duration analysis to determine discount rates. The assumptions
of the long-term rate of return on plan assets reflect economic assumptions applicable to each country and assumptions related to the preliminary assessments regarding the type
of investments to be held by the respective plans.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Estimated future benefit payments
The following reflects the total benefit payments expected to be paid for defined benefits:
Year ended December 31,
Benefits
2025
$
31
2026
$
33
2027
$
37
2028
$
36
2029
$
41
2030 - 2034
$
211
Plan Assets
The defined benefit plans for our subsidiaries represent single-employer plans, and the related plan assets are invested within separate trusts. Each of the single-employer plans
is managed in accordance with the requirements of local laws and regulations governing defined benefit plans for the exclusive purpose of providing pension benefits to
participants and their beneficiaries. Pension plan assets are typically held in a trust by financial institutions. Our established asset allocation targets are intended to achieve the
plan's investment strategies.
Equity securities include varying market capitalization levels. U.S. equity securities are primarily large-cap companies. Fixed income investments include corporate issued,
government issued, and asset-backed securities. Corporate debt securities include a range of credit risk and industry diversification. Other investments include real estate and
private market securities such as insurance contracts, interests in private equity, and venture capital partnerships. Assets measured using the net asset value (“NAV”) per share
practical expedient include debt, asset-backed securities, hedge funds, and real estate funds. Debt asset-backed securities primarily consist of collateralized debt obligations.
The market values for these assets are based on the NAV multiplied by the number of shares owned.
Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although we believe the valuation methods are appropriate
and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a
different fair value measurement at the reporting date.
The Company's investment strategy in pension plan assets is to generate earnings over an extended time to help fund the cost of benefits while maintaining an adequate level of
diversification for a prudent level of risk. The table below summarizes the weighted average actual and target pension plan asset allocations at December 31 for all funded
Axalta defined benefit plans.
Asset Category
2024
2023
Target Allocation
Equity securities
5-10%
10-15%
5-10%
Debt securities
40-45%
30-35%
40-45%
Real estate
0-5%
0-5%
0-5%
Other
45-50%
50-55%
45-50%
(1) Substantially all pension insurance contracts and cash and cash equivalents holdings.
st
(1)
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The table below presents the fair values of the defined benefit plan assets by level within the fair value hierarchy, as described in Note 1, at December 31, 2024 and 2023,
respectively. Defined benefit plan assets measured using NAV have not been categorized in the fair value hierarchy.
Fair value measurements at
December 31, 2024
Total
Level 1
Level 2
Level 3
Asset Category:
Cash and cash equivalents
$
11
$
11
$
—
$
—
U.S. equity securities
14
14
—
—
Non-U.S. equity securities
9
9
—
—
Debt securities—government issued
77
50
26
1
Debt securities—corporate issued
31
21
10
—
Private market securities and other
109
—
—
109
Total carried at fair value
$
251
$
105
$
36
$
110
Investments measured at NAV
7
Total
$
258
Fair value measurements at
December 31, 2023
Total
Level 1
Level 2
Level 3
Asset Category:
Cash and cash equivalents
$
5
$
5
$
—
$
—
U.S. equity securities
15
15
—
—
Non-U.S. equity securities
19
16
—
3
Debt securities—government issued
73
50
18
5
Debt securities—corporate issued
28
20
6
2
Private market securities and other
116
—
—
116
Total carried at fair value
$
256
$
106
$
24
$
126
Investments measured at NAV
25
Total
$
281
Level 3 assets are primarily insurance contracts pledged on behalf of employees with benefits in certain countries, ownership interests in investment partnerships, trusts that
own private market securities and other debt and equity investments. The fair values of our insurance contracts are determined based on the cash surrender value or the present
value of the expected future benefits to be paid under the contract, discounted at a rate consistent with the related benefit obligation. Debt and equity securities consist primarily
of small investments in other investments that are valued at different frequencies based on the value of the underlying investments. The table below presents a roll forward of
activity for these assets for the years ended December 31, 2024 and 2023. The transfers in presented in the table below during 2023 relate to an acquisition and the transfers out
presented in the table below during 2024 relate to de-risking activities in certain plans.
Level 3 assets
Total
Private
market
securities
Debt and equity
Ending balance at December 31, 2022
$
111
$
102
$
9
Change in unrealized loss
7
6
1
Transfers into Level 3
8
8
—
Ending balance at December 31, 2023
$
126
$
116
$
10
Change in unrealized gain
(8)
(7)
(1)
Purchases, sales, issues and settlements
(5)
(2)
(3)
Transfers out of Level 3
(3)
2
(5)
Ending balance at December 31, 2024
$
110
$
109
$
1
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Assumptions and Sensitivities
The discount rate is determined as of each measurement date based on a review of yield rates associated with long-term, high-quality corporate bonds. The calculation
separately discounts benefit payments using the spot rates from a long-term, high-quality corporate bond yield curve.
The long-term rate of return assumption represents the expected average rate of earnings on the funds invested to provide for the benefits included in the benefit obligations.
The long-term rate of return assumption is determined based on a number of factors, including historical market index returns, the anticipated long-term asset allocation of the
plans, historical plan return data, plan expenses and the potential to outperform market index returns. For 2025, the expected long-term rate of return is 3.94%.
Anticipated Contributions to Defined Benefit Plans
For funded pension plans, our funding policy is to fund amounts for pension plans sufficient to meet minimum requirements set forth in applicable benefit laws and local tax
laws. Based on the same assumptions used to measure our benefit obligations at December 31, 2024, we expect to contribute $6 million to our defined benefit plans during
2025.
Defined Contribution Plans
The Company sponsors defined contribution plans in both its U.S. and non-U.S. subsidiaries, under which salaried and certain hourly employees may defer a portion of their
compensation. Eligible participants may contribute to the plan up to the allowable amount of their regular compensation before taxes, as determined by the plan. All
contributions and Company matches are invested at the direction of the employee. Company matching contributions vest immediately and aggregated to $44 million, $56
million and $55 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(9) STOCK-BASED COMPENSATION
During the years ended December 31, 2024, 2023 and 2022, we recognized $28 million, $26 million and $22 million, respectively, in stock-based compensation expense, which
was allocated between cost of goods sold and selling, general and administrative expenses in the consolidated statements of operations. We recognized tax benefits on stock-
based compensation of $3 million for the years ended December 31, 2024, 2023 and 2022.
Description of Equity Incentive Plan
In 2014, the Board of Directors (the “Board”) approved the Axalta Coating Systems Ltd. 2014 Incentive Award Plan, as amended and restated including in 2023, which
reserved additional shares of common stock of the Company for issuance to employees, directors and consultants. The 2014 Plan provides for the issuance of stock options,
restricted stock or other stock-based awards. All awards granted pursuant to the 2014 Plan must be authorized by the Board or a designated committee thereof. The Board has
generally delegated responsibility for administering the 2014 Plan to the Compensation Committee. The second amendment and restatement of the 2014 Plan was approved by
the Board and the shareholders in 2023 (as so amended and restated, the “2014 Plan”).
The terms of the stock options may vary with each grant and are determined by the Compensation Committee within the guidelines of the 2014 Plan. Option life cannot exceed
ten years and the Company may settle option exercises by issuing new shares, treasury shares or shares purchased on the open market.
During 2024, we granted RSUs to directors and certain employees and PSUs to certain employees. All awards were granted under the 2014 Plan. The PSUs are subject to
certain performance and market conditions, in addition to the service-based vesting conditions.
During 2024, the Company withheld shares and used cash to settle certain employees' tax obligation resulting from the vesting of awards in the amount of $4 million.
Restricted Stock Units
During the year ended December 31, 2024, we issued 0.5 million RSUs. A majority of these awards vest ratably over three years.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
A summary of RSU activity as of and for the year ended December 31, 2024 is presented below:
Restricted Stock Units
Units
(in millions)
Weighted Average
Fair Value
Outstanding at January 1, 2024
1.3
$
28.71
Granted
0.5
$
33.21
Vested
(0.7)
$
28.25
Forfeited
(0.1)
$
29.74
Outstanding at December 31, 2024
1.0
$
31.43
At December 31, 2024, there was $13 million of unamortized expense relating to unvested RSUs that is expected to be amortized over a weighted average period of 1.5 years.
The intrinsic value of RSU awards vested and released during 2024, 2023 and 2022 was $23 million, $26 million and $15 million, respectively. The total fair value of awards
vested during 2024, 2023 and 2022 was $20 million, $19 million and $20 million, respectively. Tax benefits on these vested awards were immaterial.
Performance Share Units
During the years ended December 31, 2024, 2023 and 2022, the Company granted PSUs to certain employees of the Company as part of their annual equity compensation
award.
PSUs granted in 2022 are subject to three-year service conditions, but also include performance conditions related to profitability and return on invested capital metrics over a
cumulative performance period of three years, as well as three individual one-year performance periods. For the 2022 grants, at the end of the three-year performance period,
the number of PSUs earned based on performance relative to the profitability and invested capital metrics are subject to a market condition in the form of a positive or negative
total shareholder return modifier relative to the S&P 400 Materials Index over the same three-year performance period.
PSUs granted in 2024 and 2023 are split between those with a performance condition related to profitability and those with a market condition related to total shareholder return
(“TSR”) relative to the TSR of a selected industry peer group, with all such PSUs being subject to a three-year service condition and a cumulative three-year performance
period.
The actual number of shares awarded for the 2024, 2023 and 2022 grants will be between zero and 200% of the target award amount.
A summary of PSU activity as of and for the year ended December 31, 2024 is presented below:
Performance Share Units
Units
(in millions)
Weighted Average
Fair Value
Outstanding at January 1, 2024
0.8
$
33.20
Granted
0.4
$
38.52
Vested
—
$
29.53
Forfeited
(0.3)
$
31.39
Outstanding at December 31, 2024
0.9
$
35.84
(1) Activity during the year ended December 31, 2024 rounds to zero.
At December 31, 2024, there was $16 million of unamortized expense relating to unvested PSUs that is expected to be amortized over a weighted average period of 1.7 years.
The forfeitures include PSUs that vested below threshold payout.
The intrinsic value of PSU awards vested and released during 2024, 2023 and 2022 was $1 million, $0 million and $2 million, respectively. The total fair value of awards vested
during 2024, 2023 and 2022 was $1 million, $0 million and $2 million, respectively. There were no tax benefits on these vested awards.
Stock Options
The Black-Scholes option pricing model was used to estimate the fair values for options as of their grant date. There have been no options granted since 2019. There are
currently 0.2 million options outstanding, all of which are vested and exercisable, with an average exercise price of $28.47, a weighted average contractual life of 2.8 and an
aggregate intrinsic value of $1.0 million.
(1)
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Cash received by the Company upon exercise of options in 2024 was $8 million. There were immaterial tax expenses on these exercises. For the years ended December 31,
2024, 2023 and 2022, the intrinsic value of options exercised was $2 million, $3 million and $1 million, respectively.
(10) OTHER EXPENSE, NET
Year Ended December 31,
2024
2023
2022
Foreign exchange losses, net
$
11
$
23
$
15
Debt extinguishment and refinancing-related costs
5
10
15
Other miscellaneous income, net
(11)
(13)
(4)
Total
$
5
$
20
$
26
(1) Debt extinguishment and refinancing-related costs include third-party fees incurred and the loss on extinguishment associated with the write-off of unamortized deferred financing costs
and original issue discounts in conjunction with the restructuring and refinancing of our long-term borrowings, as discussed further in Note 19.
(2) Activity during the year ended December 31, 2022 includes expense of $5 million related to a charge for a customer concession discussed further in Note 2.
(11) INCOME TAXES
On December 27, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act 2023 (“Bermuda CITA”), which imposes a 15% corporate income tax
effective for tax years beginning on or after January 1, 2025. The Bermuda CITA is applicable to Bermuda businesses that are part of multinational enterprise groups with
annual revenue of €750 million or more. The Company has evaluated the Bermuda CITA and recorded $27 million of net deferred tax benefits as of December 31, 2024. The
net deferred tax benefits primarily relate to a provision in the law which allows for the recognition of an opening tax loss carryforward for the five years preceding the effective
date of Bermuda CITA (2020-2024).
For the years ended December 31, 2024, 2023, and 2022, the corporate income tax rate in Bermuda is 0%. The effective tax rate reconciliation presented below reflects the
differences between the US federal income tax rate and the effective tax rate for the Company. We believe using the U.S. federal income tax rate is more meaningful to readers
given the significance of our U.S. operations.
The Company's operations in Switzerland are subject to reduced tax rates through December 31, 2026, as long as certain conditions are met. The tax benefit attributable to this
tax holiday was $4 million for the years ended December 31, 2024 and 2023 and $2 million for the year ended December 31, 2022. The tax effect of the holiday on diluted net
income per common share was $0.02 for the year ended December 31, 2024 and $0.01 for the years ended December 2023 and 2022.
Domestic and Foreign Components of Income Before Income Taxes
Year Ended December 31,
2024
2023
2022
Domestic
$
203
$
150
$
138
Foreign
293
205
119
Total
$
496
$
355
$
257
Provision (Benefit) for Income Taxes
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
Current
Deferred
Total
Current
Deferred
Total
Current
Deferred
Total
U.S. federal
$
27
$
7
$
34
$
33
$
(9)
$
24
$
21
$
1
$
22
U.S. state and local
8
(1)
7
9
(2)
7
7
—
7
Foreign
87
(23)
64
52
3
55
40
(4)
36
Total
$
122
$
(17)
$
105
$
94
$
(8)
$
86
$
68
$
(3)
$
65
(1)
(2)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Reconciliation to U.S. Statutory Rate
Year Ended December 31,
2024
2023
2022
Statutory U.S. federal income tax rate
$
104
21.0 %
$
75
21.0 %
$
54
21.0 %
Foreign income taxed at rates other than U.S. statutory rate
(25)
(5.1)
(29)
(8.2)
(22)
(8.7)
Changes in valuation allowances
14
2.7
38
10.7
2
0.6
Foreign exchange gains and losses
(14)
(2.7)
1
0.2
(5)
(2.1)
Unrecognized tax benefits
13
2.6
(6)
(1.7)
6
2.4
Foreign taxes
8
1.6
9
2.5
7
2.7
Non-deductible expenses
7
1.5
7
1.9
6
2.2
Tax credits
(7)
(1.4)
(9)
(2.5)
(9)
(3.4)
U.S. state and local taxes, net
6
1.2
5
1.5
5
1.9
Bermuda CITA
(27)
(5.5)
—
—
—
—
Other, net
26
5.2
(5)
(1.1)
21
8.7
Total income tax provision / effective tax rate
$
105
21.1 %
$
86
24.3 %
$
65
25.3 %
(1)
In 2024, the Company recorded a tax expense of $26 million in the Netherlands related to the write off of an expired net operating loss carryforward, which is fully offset by a tax benefit of
$26 million for the decrease to the valuation allowance. In 2022, the Company recorded a tax expense of $23 million in the Netherlands related to a historical impairment charge, which is
fully offset by a tax benefit of $23 million for the decrease to the valuation allowance.
Deferred Tax Balances
Year Ended December 31,
2024
2023
Deferred tax asset
Tax loss, credit and interest carryforwards
$
361
$
327
Compensation and employee benefits
68
82
Accruals and other reserves
34
29
Research and development capitalization
53
50
Leases
38
41
Other
1
2
Total deferred tax assets
555
531
Less: valuation allowance
(250)
(234)
Total deferred tax assets, net of valuation allowance
305
297
Deferred tax liabilities
Goodwill and intangibles
(126)
(107)
Property, plant and equipment
(143)
(153)
Unremitted earnings
(14)
(13)
Accounts receivable and other assets
(7)
(11)
Equity investment and other securities
(2)
(5)
Total deferred tax liabilities
(292)
(289)
Net deferred tax asset
$
13
$
8
Non-current assets
$
164
$
170
Non-current liability
(151)
(162)
Net deferred tax asset
$
13
$
8
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
At December 31, 2024 and 2023, deferred income taxes of approximately $14 million and $13 million, respectively, have been provided on unremitted earnings of all
subsidiaries and related companies to the extent that such earnings are not deemed to be permanently reinvested and cannot be repatriated in a tax-free manner. At December
31, 2024, and 2023, we have not recorded a deferred tax liability related to withholding taxes of approximately $95 million and $38 million, respectively, on unremitted
earnings of subsidiaries that are permanently invested.
Tax loss, tax credit and interest carryforwards
Year Ended December 31,
2024
2023
Tax loss carryforwards (tax effected)
Expire within 10 years
$
20
$
22
Expire after 10 years or indefinite carryforward
175
188
Tax credit carryforwards
Expire within 10 years
1
1
Expire after 10 years or indefinite carryforward
1
1
Interest carryforwards
Expire within 10 years
1
2
Expire after 10 years or indefinite carryforward
163
113
Total tax loss, tax credit and interest carryforwards
$
361
$
327
(1) Net of unrecognized tax benefits
Utilization of our tax loss, tax credit and interest carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue
Code and similar state and foreign provisions. Such annual limitations could result in the expiration of the tax loss, tax credit and interest carryforwards before their utilization.
Valuation allowance
Year Ended December 31,
2024
2023
Non-U.S.
$
246
$
229
U.S.
4
5
Total valuation allowance
$
250
$
234
Valuation allowances relate primarily to the tax loss, tax credit and interest carryforwards, as well as equity investment in foreign jurisdictions, where the Company does not
believe the associated net deferred tax assets will be realized, due to expiration, limitation or insufficient future taxable income. The non-U.S. valuation allowance primarily
relates to tax loss carryforwards and interest carryforwards from operations in Luxembourg, the Netherlands, and the United Kingdom, of $240 million and $220 million at
December 31, 2024 and 2023, respectively. The U.S. valuation allowance primarily relates to state net deferred tax assets.
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Total Gross Unrecognized Tax Benefits
Year Ended December 31,
2024
2023
2022
Total gross unrecognized tax benefits at January 1
$
96
$
98
$
91
Increases related to positions taken on items from prior years
5
2
3
Decreases related to positions taken on items from prior years
(3)
(5)
(3)
Increases related to positions taken in the current year
10
12
10
Settlement of uncertain tax positions with tax authorities
—
(1)
(1)
Decrease due to expiration of statues of limitations
(1)
(10)
(2)
Total gross unrecognized tax benefits at December 31
107
96
98
Total accrual for interest and penalties associated with unrecognized tax benefits
6
5
7
Total gross unrecognized tax benefits at December 31, including interest and penalties
$
113
$
101
$
105
Total unrecognized tax benefits that, if recognized, would impact the effective tax rate
$
50
$
42
$
46
Interest and penalties included as components of the Provision for income taxes
$
1
$
(1)
$
(2)
(1) Accrued interest and penalties are included within Other accrued liabilities and Other liabilities in the consolidated balance sheets.
The Company is subject to income tax in approximately 47 jurisdictions outside the U.S. The Company's significant operations outside the U.S. are located in Brazil, China,
Germany, Mexico, Switzerland and the United Kingdom. The statute of limitations varies by jurisdiction with 2014 being the oldest tax year still open in significant
jurisdictions. Certain German subsidiaries are under tax examination for calendar years 2014 to 2020. The review by the German Tax Authorities (“GTA”) encompasses various
tax aspects, including but not limited to intercompany transactions and the establishment of our European headquarters in Basel, Switzerland in 2016. During 2024, the GTA
issued proposed adjustments that, when resolved, could have a material impact on our results of operations and cash flows in future periods. We are fully engaged in ongoing
discussions with the GTA and are working towards resolutions on certain matters. We believe that adequate amounts have been reserved at December 31, 2024, for any
adjustments that may ultimately result from the examination. The Company is also under audit in other jurisdictions outside of Germany. The result of all open examinations
may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods.
The Company anticipates that it is reasonably possible its unrecognized benefits will decrease by $46 million, exclusive of interest and penalties, of its current unrecognized tax
benefits within 2025 mainly due to the expiration of statute of limitations in various countries and the expected final assessment from the 2010-2013 German income tax audit
which concluded in 2021.
(12) NET INCOME PER COMMON SHARE
Basic net income per common share excludes the dilutive impact of potentially dilutive securities and is computed by dividing net income by the weighted average number of
common shares outstanding for the period. Diluted net income per common share includes the effect of potential dilution from the hypothetical exercise of outstanding stock
options and vesting of RSUs and PSUs. A reconciliation of our basic and diluted net income per common share is as follows:
Year Ended December 31,
(In millions, except per share data)
2024
2023
2022
Net income to common shareholders
$
391
$
267
$
192
Basic weighted average shares outstanding
219.3
221.0
221.7
Diluted weighted average shares outstanding
220.4
221.9
222.3
Net income per common share :
Basic net income per share
$
1.78
$
1.21
$
0.86
Diluted net income per share
$
1.78
$
1.21
$
0.86
(1) Basic earnings per share and diluted earnings per share are calculated based on full precision. Figures in the table may not recalculate due to rounding.
The number of anti-dilutive shares that have been excluded in the computation of diluted net income per share for the years ended December 31, 2024, 2023 and 2022 was 0.1
million, 0.4 million and 1.1 million, respectively.
(1)
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(13) ACCOUNTS AND NOTES RECEIVABLE, NET
Trade accounts receivable are stated at the amount we expect to collect. We maintain allowances for doubtful accounts for estimated losses by applying historical loss
percentages, combined with reasonable and supportable forecasts of future losses, to respective aging categories. Management considers the following factors in developing its
current estimate of expected credit losses: customer credit-worthiness, past transaction history with the customer, current economic industry trends, changes in market or
regulatory matters, changes in geopolitical matters, and changes in customer payment terms, as well as other macroeconomic factors.
Year Ended December 31,
2024
2023
Accounts receivable—trade, net
$
1,015
$
1,043
Notes receivable
92
79
Other
141
138
Total
$
1,248
$
1,260
(1)
Allowance for doubtful accounts was $25 million at December 31, 2024 and 2023.
(2)
Includes $29 million and $36 million at December 31, 2024 and 2023, respectively, of insurance recoveries related to an operational matter discussed further in Note 6.
Bad debt expenses of $9 million, $5 million and $6 million was included within selling, general and administrative expenses and other operating charges for the years ended
December 31, 2024, 2023 and 2022, respectively.
(14) INVENTORIES
Year Ended December 31,
2024
2023
Finished products
$
391
$
405
Semi-finished products
124
126
Raw materials
189
182
Stores and supplies
30
28
Total
$
734
$
741
Inventory reserves were $17 million and $27 million at December 31, 2024 and 2023, respectively.
(15) PROPERTY, PLANT AND EQUIPMENT, NET
Year Ended December 31,
Useful Lives (years)
2024
2023
Land
$
72
$
76
Buildings and improvements
5
-
25
517
526
Machinery and equipment
5
-
25
1,403
1,409
Software
5
-
15
272
283
Other
3
-
20
74
75
Construction in progress
116
85
Total
2,454
2,454
Accumulated depreciation
(1,273)
(1,250)
Property, plant and equipment, net
$
1,181
$
1,204
Depreciation expense amounted to $127 million, $121 million and $117 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We capitalized interest of $4 million, $6 million and $3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(1)
(2)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
(16) OTHER ASSETS
Year Ended December 31,
2024
2023
Deferred income taxes—non-current
$
164
$
170
Business incentive payment assets
169
149
Operating lease ROU assets
99
105
Other assets
124
102
Total
$
556
$
526
(1)
Includes a $19 million customer loan entered into during the year ended December 31, 2024 that will be amortized over a 5-year period, of which an additional $4 million is classified as
prepaid expenses and other current assets on the consolidated balance sheets.
(17) ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES
Year Ended December 31,
2024
2023
Accounts Payable
Trade payables
$
603
$
665
Non-income taxes
26
25
Other
30
35
Total
$
659
$
725
Other Accrued Liabilities
Compensation and other employee-related costs
$
245
$
259
Restructuring—current
46
14
Discounts, rebates, and warranties
246
231
Operating lease liabilities
27
31
Income taxes payable
29
37
Other
82
105
Total
$
675
$
677
(1)
Includes $28 million and $35 million at December 31, 2024 and 2023, respectively, payable to banking institutions as part of our supplier financing programs discussed further in Note 18.
(2)
Includes $27 million and $31 million at December 31, 2024 and 2023, respectively, of liabilities related to an operational matter discussed further in Note 6.
(18) SUPPLIER FINANCE PROGRAMS
We have a supplier financing program in China, which is utilized to finance the purchases of goods and services from our suppliers through local banking institutions. The
payment terms under the program vary, but the program has a weighted average maturity date that is approximately 90 days from each respective financing inception. These
financing arrangements are included in the current portion of borrowings within the consolidated balance sheets and at the time of issuance each transaction is treated as a non-
cash financing activity within the consolidated statements of cash flows. Upon settlement of the financing, the cash outflow is classified as a financing activity within the
consolidated statements of cash flows. There were no balances outstanding under this program at December 31, 2024. Amounts outstanding under this program were $4 million
and $14 million at December 31, 2023 and 2022, respectively, including $1 million and $4 million, respectively, related to purchases of property, plant and equipment. Cash
outflows under this program were $4 million, $42 million and $65 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We maintain a voluntary supply chain financing (“SCF”) program with a global financial institution, which allows a select group of suppliers to sell their receivables to the
participating financial institution at the discretion of both parties on terms that are negotiated between the supplier and the financial institution. The supplier invoices that have
been confirmed as valid under the program are paid by us to the financial institution according to the terms we have with the supplier. Amounts outstanding under the SCF
program were $22 million and $28 million at December 31, 2024 and December 31, 2023, respectively.
(1)
(1)
(2)
87
Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
We also participate in a virtual card program with a global financial institution, in which we pay supplier invoices on the due date using a Virtual Card Account (“VCA”) and
subsequently pay the balance in full 25 days after the billing statement date of the VCA. The program allows for suppliers to receive an accelerated payment for a fee at each
supplier's discretion. Fees paid by our suppliers are negotiated directly with the financial institution without our involvement. Amounts outstanding under the VCA program
were $6 million and $8 million at December 31, 2024 and December 31, 2023, respectively.
The payment terms we have with our suppliers who participate in the SCF and VCA programs are consistent with the typical terms we have with our suppliers who do not
participate. These financing arrangements are included in accounts payable within the consolidated balance sheets and the associated payments are included in operating
activities within the consolidated statements of cash flows.
The following table summarizes the amounts outstanding under the supplier finance programs referenced above:
China Program
SCF Program
VCA Program
Obligations outstanding at December 31, 2023
$
4
$
28
$
8
Invoices confirmed
—
128
31
Confirmed invoices paid
(4)
(133)
(33)
Currency impact
—
(1)
—
Obligations outstanding at December 31, 2024
$
—
$
22
$
6
(19) BORROWINGS
Year Ended December 31,
2024
2023
2029 Dollar Term Loans
$
1,702
$
1,786
2027 Dollar Senior Notes
500
500
2029 Dollar Senior Notes
700
700
2031 Dollar Senior Notes
500
500
Short-term and other borrowings
54
62
Unamortized original issue discount
(13)
(17)
Unamortized deferred financing costs
(22)
(27)
Total borrowings, net
3,421
3,504
Less:
Short-term borrowings
3
7
Current portion of long-term borrowings
17
19
Long-term debt
$
3,401
$
3,478
Senior Secured Credit Facilities, as amended
Our senior secured credit facilities (the “Senior Secured Credit Facilities”) consist of a term loan due 2029 (the “2029 Dollar Term Loans”), and a revolving credit facility (the
“Revolving Credit Facility”) that is governed by a credit agreement (as amended prior to the date hereof, the “Credit Agreement”). The Credit Agreement has undergone several
amendments, the most recent of which are detailed within the discussion below. For additional detail regarding earlier amendments, refer to our previous Annual Reports on
Form 10-K filed with the SEC.
Any indebtedness under the Senior Secured Credit Facilities may be voluntarily prepaid in whole or in part, in minimum amounts, subject to the provisions set forth in the
Credit Agreement, including with respect to the 1.00% premium that would be payable in connection with any Repricing Event (as defined in the Credit Agreement) on the
2029 Dollar Term Loans that occurs within six months of November 26, 2024. Such indebtedness is subject to mandatory prepayments amounting to the proceeds of asset sales
over $75 million, proceeds from certain debt issuances not otherwise permitted under the Credit Agreement and 50% (subject to a step-down to 25.0% or 0% if the First Lien
Net Leverage Ratio (as defined in the Credit Agreement) falls below 4.25:1.00 or 3.50:1.00, respectively) of Excess Cash Flow (as defined in the Credit Agreement). Under the
circumstances and subject to the conditions described in the Credit Agreement, we may increase our capacity for revolving loans, increase commitments under our existing term
loans, issue additional term loans or issue other indebtedness.
88
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The Senior Secured Credit Facilities are secured by substantially all assets of the Company and certain other subsidiary guarantors, with certain guarantors providing equity
pledges only. We are subject to customary negative covenants in addition to the First Lien Net Leverage Ratio financial covenant for purposes of determining any Excess Cash
Flow mandatory payment. Further, the Senior Secured Credit Facilities, among other things, include customary restrictions (subject to certain exceptions) on the Company's
ability to incur certain indebtedness, grant certain liens, make certain investments, declare or pay certain dividends, or repurchase shares of the Company's common stock. As of
December 31, 2024, the Company is in compliance with all covenants under the Senior Secured Credit Facilities.
i) 2029 Dollar Term Loans
The 2029 Dollar Term Loans were issued at 99.00% of par, or a $20 million discount, and mature on December 20, 2029. Principal is paid quarterly based on 1% per annum of
the original principal amount outstanding on the most recent amendment date with the unpaid balance due at maturity, and interest is payable quarterly.
The 2029 Dollar Term Loans are subject to a floor of 0.5% and a margin of 1.75% when bearing interest at a rate based on SOFR and a margin of 1.50% when bearing interest
at a rate based on the Base Rate (as defined in the Credit Agreement).
ii) Revolving Credit Facility
The Revolving Credit Facility matures on the earlier of June 21, 2029, the date of termination in whole of the Revolving Credit Facility, or the date that is 91 days prior to the
maturity of the term loans borrowed under the Credit Agreement, which maturity date is currently December 20, 2029. The financial covenant applicable to the Revolving
Credit Facility is only applicable when greater than 35% of the Revolving Credit Facility (including letters of credit not cash collateralized to at least 103%) is outstanding at
the end of an applicable fiscal quarter. If such conditions are met, the First Lien Net Leverage Ratio would be required to be less than or equal to 5.50:1.00.
Interest on any outstanding borrowings under the Revolving Credit Facility is subject to an interest margin of 1.50% for loans based on the Term Benchmark Loans and SONIA
Rate Loans (each, as defined in the Credit Agreement) and 0.50% for loans based on the Base Rate with, in each case, a 0.25% increase when its First Lien Net Leverage Ratio
is greater than or equal to 1.50:1.00 but less than or equal to 2.50:1.00 and another 0.25% increase when its First Lien Net Leverage Ratio is greater than 2.50:1.00.
During the year ended December 31, 2024, we had borrowings and letters of credit issued under the Revolving Credit Facility. At December 31, 2024 and December 31, 2023,
letters of credit issued under the Revolving Credit Facility totaled $22 million, which reduced the availability under the Revolving Credit Facility as of such dates. There were
no borrowings outstanding under the Revolving Credit Facility at December 31, 2024 and 2023. Availability under the Revolving Credit Facility was $778 million and $528
million at December 31, 2024 and December 31, 2023, respectively. The letters of credit issued under the Revolving Credit Facility include $14 million that secures Customer
Obligation Guarantees at both December 31, 2024 and December 31, 2023.
2024 Activities
During the year ended December 31, 2024, we prepaid $75 million of the outstanding principal amount of the 2029 Dollar Term Loans. As a result of these prepayments, we
recorded a loss on extinguishment of debt of $1 million for the year ended December 31, 2024, which comprised the proportionate write-off of unamortized deferred financing
costs and original issue discounts.
During March 2024, we entered into the Fourteenth Amendment to the Credit Agreement (the “Fourteenth Amendment”) to lower the interest rate spread applicable to the 2029
Dollar Term Loans, which continues to be based on the Secured Overnight Financing Rate (“SOFR”), from 2.50% to 2.00% and to make related changes to effect such
repricing. The other material terms of the Credit Agreement, including the outstanding principal amount and maturity date of the 2029 Dollar Term Loans, remained unchanged.
As a result of the repricing, we recorded a $2 million loss on financing-related costs related to the write-off of unamortized deferred financing costs and original issue discount
and fees incurred to complete the repricing.
During June 2024, we entered into the Fifteenth Amendment to the Credit Agreement (the “Fifteenth Amendment”), to among other things, increase commitments available
pursuant to the Revolving Credit Facility from $550 million to $800 million and extend the maturity of the Revolving Credit Facility from May 2026 to June 2029, provided
that such date would be accelerated in certain circumstances as set forth in the Credit Agreement and the Fifteenth Amendment. As a result, we recorded $4 million of
incremental deferred financing costs to other assets within the consolidated balance sheets during the year ended December 31, 2024.
89
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
During November 2024, we entered into the Sixteenth Amendment to the Credit Agreement (the “Sixteenth Amendment”) to lower the interest rate spread applicable to the
2029 Dollar Term Loans, which continues to be based on SOFR, from 2.00% to 1.75% and to make related changes to effect such repricing. The other material terms of the
Credit Agreement, including the outstanding principal amount and maturity date of the 2029 Dollar Term Loans, remained unchanged. As a result of the repricing, we recorded
a $2 million loss on financing-related costs related to the write-off of unamortized deferred financing costs and original issue discount and fees incurred to complete the
repricing.
2023 Activities
Pursuant to the Credit Agreement, on July 1, 2023, an interest rate based on the London Interbank Offered Rate was automatically replaced with an interest rate based on the
SOFR as the interest rate benchmark for loans denominated in U.S. Dollars under the Revolving Credit Facility available under the Credit Agreement. On the same date, we
entered into the Twelfth Amendment to the Credit Agreement to reflect this transition and make other related conforming changes to the Credit Agreement.
During the year ended December 31, 2023, we prepaid $200 million of the outstanding principal amount of the 2029 Dollar Term Loans. As a result of these prepayments, we
recorded a loss on extinguishment of debt of $3 million for the year ended December 31, 2023, which comprised the proportionate write-off of unamortized deferred financing
costs and original issue discounts.
During August 2023, we entered into the Thirteenth Amendment to the Credit Agreement to lower the interest rate spread applicable to the 2029 Dollar Term Loans from 3.00%
to 2.50% when bearing interest at a rate based on SOFR. The other material terms of the Credit Agreement, including the outstanding principal amount and maturity date of the
2029 Dollar Term Loans, remained unchanged. As a result of the repricing, we recorded a $4 million loss on financing-related costs during the year ended December 31, 2023,
of which $2 million related to the write-off of unamortized deferred financing costs and original issue discount and $2 million related to fees incurred to complete the repricing.
2022 Activities
On December 20, 2022, we entered into the Eleventh Amendment to the Credit Agreement to, among other things, provide a new seven year $2 billion term loan maturing
December 2029 (i.e. the 2029 Dollar Term Loans), the proceeds of which, together with cash on hand, were used to refinance the existing $2 billion term loan due June 2024
(the “2024 Dollar Term Loans”). As a result of the refinancing, we recorded a $16 million loss on extinguishment of debt and other financing-related costs, of which $1 million
was related to the 2024 Dollar Term Loans and $15 million was related to the 2029 Dollar Term Loans. The 2024 Dollar Term Loans loss comprised the write off of
unamortized deferred financing costs and original issuance discount of $1 million. In relation to the 2029 Dollar Term Loans, the loss comprised additional fees, of which
$7 million and $20 million were capitalized as deferred financing costs and original issuance discounts, respectively, and $15 million was expensed.
Senior Notes
Our senior notes (the “Senior Notes”) presently consist of 4.750% senior notes due 2027 (the “2027 Dollar Senior Notes”), 3.375% senior notes due 2029 (the “2029 Dollar
Senior Notes”) and 7.250% senior notes due 2031 (the “2031 Dollar Senior Notes”), each of which is governed by an indenture. Since inception, we have held various senior
notes that have been subject to several supplemental indentures. For additional detail regarding earlier activities and terms, refer to our previous Annual Reports on Form 10-K
filed with the SEC.
i) 2027 Dollar Senior Notes
The 2027 Dollar Senior Notes were issued at par and are due June 15, 2027. The 2027 Dollar Senior Notes bear interest at 4.750% which is payable semi-annually on June 15
and December 15 . We have the option to redeem all or part of the 2027 Dollar Senior Notes at the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest, if any, on or after June 15 of the years indicated:
Period
2027 Dollar Senior Notes
Percentage
2024
101.188 %
2025 and thereafter
100.000 %
Upon the occurrence of certain change of control triggering events, holders of the 2027 Dollar Senior Notes have the right to require us to repurchase all or any part of the 2027
Dollar Senior Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The indebtedness under the 2027 Dollar Senior Notes is senior unsecured indebtedness of Axalta Coatings Systems, LLC (the “U.S. Issuer”) and the Axalta Coating Systems
Dutch Holdings B.B.V. (the “Dutch Issuer”) (the U.S. Issuer and the Dutch Issuer collectively, the “2027 Notes Co-Issuers”), is senior in right of payment to all future
subordinated indebtedness of the 2027 Notes Co-Issuers and the guarantors and is equal in right of payment to all existing and future senior indebtedness of the 2027 Notes Co-
Issuers and the guarantors. The 2027 Dollar Senior Notes are effectively subordinated to any secured indebtedness of the 2027 Notes Co-Issuers and the guarantors (including
indebtedness outstanding under the Senior Secured Credit Facilities) to the extent of the value of the assets securing such indebtedness.
The 2027 Dollar Senior Notes, subject to local law limitations, are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its existing and
future direct and indirect subsidiaries that is a borrower under or that guarantees the Senior Secured Credit Facilities.
The indenture governing the 2027 Dollar Senior Notes contains covenants that limit the Company's (and its subsidiaries') ability to, among other things: (i) incur additional debt
or issue certain preferred stock; (ii) pay dividends, redeem stock or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v)
transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries; (vii) engage in mergers or
consolidations; (viii) engage in certain transactions with affiliates; and (ix) designate the Company's subsidiaries as unrestricted subsidiaries.
ii) 2029 Dollar Senior Notes
The 2029 Dollar Senior Notes were issued at par and are due February 15, 2029. The 2029 Dollar Senior Notes bear interest at 3.375% which is payable semi-annually on
February 15 and August 15 . We have the option to redeem all or part of the 2029 Dollar Senior Notes at the following redemption prices (expressed as percentages of
principal amount) on or after February 15 of the years indicated:
Period
2029 Dollar Senior Notes
Percentage
2024
101.688 %
2025
100.844 %
2026 and thereafter
100.000 %
Upon the occurrence of certain change of control triggering events, holders of the 2029 Dollar Senior Notes have the right to require us to repurchase all or any part of the 2029
Dollar Senior Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date.
The 2029 Dollar Senior Notes, subject to local law limitations, are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its existing and
future direct and indirect subsidiaries that is a borrower under or that guarantees the Senior Secured Credit Facilities.
Under certain circumstances, the guarantors may be released from their guarantees without the consent of the holders of the applicable series of notes.
The indebtedness under the 2029 Dollar Senior Notes is senior unsecured indebtedness of the U.S. Issuer, is senior in right of payment to all future subordinated indebtedness
of the U.S. Issuer and guarantors and is equal in right of payment to all existing and future senior indebtedness of the U.S. Issuer and guarantors. The 2029 Dollar Senior Notes
are effectively subordinated to any secured indebtedness of the U.S. Issuer and guarantors (including indebtedness outstanding under the Senior Secured Credit Facilities) to the
extent of the value of the assets securing such indebtedness.
The indenture governing the 2029 Dollar Senior Notes contains covenants that limit the Company's (and its subsidiaries') ability to, among other things: (i) incur additional debt
or issue certain preferred stock; (ii) pay dividends, redeem stock or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v)
transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries; (vii) engage in mergers or
consolidations; (viii) engage in certain transactions with affiliates; and (ix) designate the Company's subsidiaries as unrestricted subsidiaries.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
iii) 2031 Dollar Senior Notes
The 2031 Dollar Senior Notes were issued at par and are due February 15, 2031. The 2031 Dollar Senior Notes bear interest at 7.250% which is payable semi-annually on May
15 and November 15 . We have the option to redeem all or part of the 2031 Dollar Senior Notes at the following redemption prices (expressed as percentages of principal
amount) on or after November 15 of the years indicated:
Period
2031 Dollar Senior Notes
Percentage
2026
103.625 %
2027
101.813 %
2028 and thereafter
100.000 %
Notwithstanding the foregoing, at any time prior to November 15, 2026, we may at our option redeem in the aggregate up to 40% of the original aggregate principal amount of
the 2031 Dollar Senior Notes with the net cash proceeds of one or more Equity Offerings (as defined in the indenture governing the 2031 Dollar Senior Notes) at a redemption
price of 107.250% plus accrued and unpaid interest, if any, to the redemption date. At least 50% of the original aggregate principal of the notes must remain outstanding after
each such redemption.
Upon the occurrence of certain change of control triggering events, holders of the 2031 Dollar Senior Notes have the right to require us to repurchase all or any part of the 2031
Dollar Senior Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date.
The 2031 Dollar Senior Notes, subject to local law limitations, are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its existing and
future direct and indirect subsidiaries that is a borrower under or that guarantees the Senior Secured Credit Facilities.
Under certain circumstances, the guarantors may be released from their guarantees without the consent of the holders of the applicable series of notes.
The indebtedness under the 2031 Dollar Senior Notes is senior unsecured indebtedness of the Dutch Issuer, is senior in right of payment to all future subordinated indebtedness
of the Dutch Issuer and the guarantors and is equal in right of payment to all existing and future senior indebtedness of the Dutch Issuer and the guarantors. The 2031 Dollar
Senior Notes are effectively subordinated to any secured indebtedness of the Dutch Issuer and the guarantors (including indebtedness outstanding under the Senior Secured
Credit Facilities) to the extent of the value of the assets securing such indebtedness.
The indenture governing the 2031 Dollar Senior Notes contains covenants that limit the Company's (and its subsidiaries') ability to, among other things: (i) incur additional debt
or issue certain preferred stock; (ii) pay dividends, redeem stock or make other distributions; (iii) make other restricted payments or investments; (iv) create liens on assets; (v)
transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries; (vii) engage in mergers or
consolidations; (viii) engage in certain transactions with affiliates; and (ix) designate the Company's subsidiaries as unrestricted subsidiaries.
2024 Activities
None.
2023 Activities
In November 2023, we issued $500 million in aggregate principal amount of the 2031 Dollar Senior Notes. The net proceeds from the 2031 Dollar Senior Notes, together with
cash on hand were used to redeem the €450 million aggregate principal amount, with USD equivalent of $489 million, of 3.750% Euro Senior Notes due 2025 (“Redeemed
Notes”) and pay related transaction costs and expenses (“November 2023 Notes Refinancing”).
In connection with the November 2023 Notes Refinancing, we incurred $8 million in third party fees, of which $6 million was paid concurrently with the issuance, and $1
million was accrued. We also recorded a $2 million loss on extinguishment of debt relating to the write off of unamortized deferred financing costs attributable to the Redeemed
Notes.
2022 Activities
None.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Future repayments
Below is a schedule of required future repayments of all borrowings outstanding at December 31, 2024.
2025
$
20
2026
21
2027
521
2028
21
2029
2,339
Thereafter
534
Total borrowings
$
3,456
Unamortized original issue discount
(13)
Unamortized deferred financing costs
(22)
Total borrowings, net
$
3,421
(20) FINANCIAL INSTRUMENTS, HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS
Fair value of financial instruments
Equity securities with readily determinable fair values - Balances of equity securities are recorded within other assets, with any changes in fair value recorded within other
expense, net. The fair values of equity securities are based upon quoted market prices, which are considered Level 1 inputs.
Long-term borrowings - The estimated fair values of these borrowings are based on recent trades, as reported by a third-party pricing service. Due to the infrequency of trades,
these inputs are considered to be Level 2 inputs.
Derivative instruments - The Company's interest rate swaps, cross-currency swaps and foreign currency forward contracts are valued using broker quotations, or market
transactions in either the listed or over-the-counter markets. As such, these derivative instruments are included in the Level 2 hierarchy.
Fair value of contingent consideration
Contingent consideration is valued using a probability-weighted expected payment method that considers the timing of expected future cash flows and the probability of
whether key elements of the contingent event are completed. The fair value of contingent consideration is valued at each balance sheet date, until amounts become payable,
with adjustments recorded within other expense, net in the consolidated statements of operations. Due to the significant unobservable inputs used in the valuations, these
liabilities are categorized within Level 3 of the fair value hierarchy.
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The table below presents the fair values of our financial instruments measured on a recurring basis by level within the fair value hierarchy at December 31, 2024 and 2023.
December 31, 2024
December 31, 2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets
Prepaid expenses and other current assets:
Cross-currency swaps
$
—
$
12
$
—
$
12
$
—
$
8
$
—
$
8
Other assets:
Cross-currency swaps
—
5
—
5
—
—
—
—
Investments in equity securities
1
—
—
1
1
—
—
1
Liabilities
Other accrued liabilities:
Interest rate swaps
—
1
—
1
—
—
—
—
Cross-currency swaps
—
—
—
—
—
8
—
8
Contingent consideration
—
—
2
2
—
—
8
8
Other liabilities:
Cross-currency swaps
—
—
—
—
—
38
—
38
Long-term borrowings:
2029 Dollar Term Loans
—
1,709
—
1,709
—
1,794
—
1,794
2027 Dollar Senior Notes
—
490
—
490
—
487
—
487
2029 Dollar Senior Notes
—
637
—
637
—
633
—
633
2031 Dollar Senior Notes
—
519
—
519
—
527
—
527
(1) Net investment hedge
(2) Cash flow hedge
The table below presents a roll forward of activity for the Level 3 liabilities for the year ended December 31, 2024.
Fair Value Using Significant Unobservable Inputs
(Level 3)
Beginning balance January 1, 2024
$
8
Business acquisition
1
Change in fair value
4
Payments
(11)
Ending balance at December 31, 2024
$
2
Derivative Financial Instruments
We selectively use derivative instruments to reduce market risk associated with changes in foreign currency exchange rates and interest rates. The use of derivatives is intended
for hedging purposes only, and we do not enter into derivative instruments for speculative purposes. A description of each type of derivative used to manage risk is included in
the following paragraphs and our policies regarding accounting treatments of derivative movements are detailed in Note 1.
Derivative Instruments Qualifying and Designated as Cash Flow and Net Investment Hedges
Interest Rate Swaps Designated as Cash Flow Hedges
Notional amount
$
475
$
500
$
200
$
200
$
150
$
150
Interest rate pay
2.720 %
2.590 %
1.610 %
1.180 %
0.5% - 4.256%
4.692 %
Interest rate receive
3-month LIBOR
3-month LIBOR
3-month LIBOR
3-month LIBOR
3-month SOFR
3-month SOFR
Initial effective date
4/10/2018
12/31/2019
1/15/2020
1/15/2020
3/31/2023
3/27/2024
Maximum expiration date
3/31/2023
12/31/2022
12/31/2022
12/31/2022
3/31/2024
9/30/2025
(1) The interest rate swap was terminated early on March 27, 2024.
(1)
(1)
(2)
(1)
(1)
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Cross-Currency Swaps Designated as Net Investment Hedges
Notional exchanged
$
475
$
365
$
150
$
500
Interest rate receive
4.470 %
3.375 %
6.692 %
7.250 %
Notional received
€
417
€
335
€
142
€
467
Interest rate pay
1.440 %
2.040 %
4.899 %
5.623 %
Initial effective date
11/07/2018
11/24/2018
3/31/2023
11/17/2023
Maximum expiration date
3/31/2023
2/15/2029
9/30/2025
11/16/2026
The following tables set forth the locations and amounts recognized during the year ended December 31, 2024, 2023 and 2022 for these cash flow and net investment hedges.
Year Ended December 31,
2024
2023
2022
Derivatives in Cash Flow and Net
Investment Hedges
Location of Loss (Gain)
Recognized in Income on
Derivatives
Net Amount
of Loss (Gain)
Recognized in OCI
on Derivatives
Amount of Gain
Recognized in
Income
Net Amount
of (Gain) Loss
Recognized in OCI
on Derivatives
Amount of Gain
Recognized in
Income
Net Amount
of Gain
Recognized in OCI
on Derivatives
Amount of Loss
(Gain) Recognized
in Income
Interest rate swaps
Interest expense, net
$
1
$
—
$
(2)
$
(4)
$
(22)
$
7
Cross-currency swaps
Interest expense, net
(70)
(16)
47
(10)
(68)
(20)
Over the next 12 months, we expect a loss of $1 million pertaining to cash flow hedges to be reclassified from AOCI into earnings, related to our interest rate swaps.
Derivative Instruments Not Designated as Cash Flow Hedges
We periodically enter into foreign currency forward and option contracts to reduce market risk and hedge our balance sheet exposures and cash flows for subsidiaries with
exposures denominated in currencies different from the functional currency of the relevant subsidiary. These contracts have not been designated as hedges and all gains and
losses are marked to market through other expense, net in the consolidated statement of operations.
Fair value gains and losses of derivative contracts, as determined using Level 2 inputs, that have not been designated for hedge accounting treatment are recorded in earnings as
follows:
Derivatives Not Designated as
Hedging Instruments under
ASC 815
Location of (Gain) Loss
Recognized in Income on
Derivatives
Year Ended December 31,
2024
2023
2022
Foreign currency forward contracts
Other expense, net
$
(1)
$
1
$
—
(21) SEGMENTS
The Company identifies an operating segment as a component: (i) that engages in business activities from which it may earn revenues and incur expenses; (ii) whose operating
results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance;
and (iii) that has available discrete financial information.
We have two operating segments, which are also our reportable segments: Performance Coatings and Mobility Coatings. The CODM reviews financial information at the
operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Our CODM is identified as the Chief
Executive Officer because he has final authority over performance assessment and resource allocation decisions. Our segments are based on the type and concentration of
customers served, service requirements, methods of distribution and major product lines.
Through our Performance Coatings segment, we provide high-quality liquid and powder coatings solutions to both large regional and global original equipment manufacturers
and to a fragmented and local customer base. These customers comprise independent or multi-shop operator body shops as well as a wide variety of industrial manufacturers.
We are one of only a few suppliers with the technology to provide precise color matching and highly durable coatings systems. The end-markets and reporting units within this
segment are refinish and industrial.
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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Through our Mobility Coatings segment, we provide coatings technologies for light vehicle and commercial vehicle OEMs. These global customers are faced with evolving
megatrends in electrification, sustainability, personalization and autonomous driving that require a high level of technical expertise. The OEMs require efficient,
environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed. The end-markets and reporting units within this
segment are light vehicle and commercial vehicle.
Segment Adjusted EBITDA is the primary measure used by our CODM to evaluate financial performance of the operating segments and allocate resources and is therefore our
measure of segment profitability in accordance with GAAP under ASC 280, Segment Reporting. Asset information is not reviewed or included with our internal management
reporting. Therefore, we have not disclosed asset information for each reportable segment. The following table presents relevant information of our reportable segments.
Year Ended December 31,
2024
2023
2022
Net sales :
Refinish
$
2,164
$
2,084
$
1,943
Industrial
1,291
1,324
1,383
Total Net sales Performance Coatings
3,455
3,408
3,326
Light Vehicle
1,405
1,340
1,181
Commercial Vehicle
416
436
377
Total Net sales Mobility Coatings
1,821
1,776
1,558
Total Net sales
$
5,276
$
5,184
$
4,884
Segment Adjusted EBITDA:
Performance Coatings
838
742
700
Mobility Coatings
278
209
111
Total
$
1,116
$
951
$
811
Investment in unconsolidated affiliates:
Performance Coatings
$
2
$
2
$
2
Mobility Coatings
9
9
8
Total
$
11
$
11
$
10
(1) The Company has no intercompany sales between segments.
(1)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The following tables reconcile net sales to Segment Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31, 2024
Performance
Coatings
Mobility Coatings
Total
Net sales
$
3,455
$
1,821
$
5,276
Segment cost of goods sold
1,849
1,209
3,058
Other segment items
768
334
1,102
Segment Adjusted EBITDA
$
838
$
278
$
1,116
Year Ended December 31, 2023
Performance
Coatings
Mobility Coatings
Total
Net sales
$
3,408
$
1,776
$
5,184
Segment cost of goods sold
1,898
1,233
3,131
Other segment items
768
334
1,102
Segment Adjusted EBITDA
$
742
$
209
$
951
Year Ended December 31, 2022
Performance
Coatings
Mobility Coatings
Total
Net sales
$
3,326
$
1,558
$
4,884
Segment cost of goods sold
1,952
1,159
3,111
Other segment items
674
288
962
Segment Adjusted EBITDA
$
700
$
111
$
811
(1) Certain amounts included in cost of goods sold on the consolidated statements of operations are excluded from Segment cost of goods sold regularly provided to the CODM.
(2) Other segment items for both segments include certain cost of goods sold not regularly provided to the CODM, selling, general and administrative expenses, other operating charges,
research and development expenses, and other expense, net. Certain amounts included in Segment cost of goods sold, including depreciation, are excluded from Segment Adjusted
EBITDA and are adjusted for in other segment items.
(1)
(2)
(1)
(2)
(1)
(2)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
The following table reconciles Segment Adjusted EBITDA to income before income taxes for the periods presented:
Year Ended December 31,
2024
2023
2022
Segment Adjusted EBITDA :
Performance Coatings
$
838
$
742
$
700
Mobility Coatings
278
209
111
Total
1,116
951
811
Interest expense, net
205
213
140
Depreciation and amortization
280
276
303
Debt extinguishment and refinancing-related costs
5
10
15
Termination benefits and other employee-related costs
67
18
24
Acquisition and divestiture-related costs
11
3
3
Site closure costs
1
7
2
Impairment charges
—
15
—
Foreign exchange remeasurement losses
11
23
15
Long-term employee benefit plan adjustments
9
9
—
Stock-based compensation
28
26
22
Commercial agreement restructuring impacts
—
—
25
Environmental charge
4
—
—
Other adjustments
(1)
(4)
5
Income before income taxes
$
496
$
355
$
257
(1)
The primary measure of segment operating performance is Segment Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation, amortization and select other items impacting operating
results. These other items impacting operating results are items that management has concluded are (i) non-cash items included within net income, (ii) items the Company does not believe are indicative of
ongoing operating performance or (iii) non-recurring, unusual or infrequent items that have not occurred within the last two years or we believe are not reasonably likely to recur within the next two years.
Segment Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results, providing a measure that
management believes reflects the Company's core operating performance, which represents Segment EBITDA adjusted for the select items referred to above.
(a)
Represents expenses and associated changes to estimates related to the prepayment, restructuring, and refinancing of our indebtedness, which are not considered indicative of our ongoing operating performance.
(b)
Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-
related costs. These amounts are not considered indicative of our ongoing operating performance.
(c)
Represents acquisition and divestiture-related expenses and integration activities associated with our business combinations, all of which are not considered indicative of our ongoing operating performance.
(d)
Represents costs related to the closure of certain manufacturing sites, which we do not consider indicative of our ongoing operating performance.
(e)
Represents impairment charges, which are not considered indicative of our ongoing operating performance. The losses recorded during the year ended December 31, 2023 were primarily due to the decision to
demolish assets at a previously closed manufacturing site during the three months ended June 30, 2023 and the then anticipated exit of a non-core business category in the Mobility Coatings segment during the
three months ended March 31, 2023.
(f)
Represents foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance
sheet exposures.
(g)
Represents the non-cash, non-service cost components of long-term employee benefit costs.
(h)
Represents non-cash impacts associated with stock-based compensation.
(i)
Represents a non-cash charge associated with the forgiveness of a portion of up-front customer incentives with repayment features which was done along with our customer completing a recapitalization and
restructuring of its indebtedness and the execution of a new long-term exclusive sales agreement with us. This amount is not considered to be indicative of our ongoing operating performance.
(j)
Represents costs related to certain environmental remediation activities, which are not considered indicative of our ongoing operating performance.
(k)
Represents costs for certain non-operational or non-cash (gains) losses, unrelated to our core business and which we do not consider indicative of our ongoing operating performance.
(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Geographic Area Information:
The information within the following tables provides disaggregated information related to our net sales and long-lived assets.
Net sales by region were as follows:
Year Ended December 31,
2024
2023
2022
North America
$
2,014
$
2,038
$
2,022
EMEA
1,784
1,776
1,604
Asia Pacific
862
781
735
Latin America
616
589
523
Total
$
5,276
$
5,184
$
4,884
Net long-lived assets by region were as follows:
Year Ended December 31,
2024
2023
North America
$
539
$
521
EMEA
362
376
Asia Pacific
185
201
Latin America
95
106
Total
$
1,181
$
1,204
(1)
Includes Mexico.
(2)
Net Sales are attributed to countries based on the customer's location. Sales to customers in China represented approximately 11% of the total for the year ended December 31, 2024 and
10% for the years ended December 31, 2023 and 2022. Sales to customers in Germany represented approximately 7% of the total for the years ended December 31, 2024, 2023 and 2022.
Mexico represented 7% of the total for the years ended December 31, 2024 and 2023 and 6% for the year ended December 31, 2022. Canada, which is included in the North America
region, represented approximately 3% of total net sales for the years ended December 31, 2024 and 2023 and 4% for the year ended December 31, 2022.
(3)
Long-lived assets consist of property, plant and equipment, net. Germany long-lived assets amounted to approximately $204 million and $210 million at December 31, 2024 and 2023,
respectively. China long-lived assets amounted to approximately $156 million and $171 million at December 31, 2024 and 2023, respectively. Mexico long-lived assets amounted to
approximately $63 million and $69 million at December 31, 2024 and 2023, respectively. Canada long-lived assets, which are included in the North America region, amounted to
approximately $6 million at December 31, 2024 and 2023.
(22) ACCUMULATED OTHER COMPREHENSIVE LOSS
Unrealized
Currency
Translation
Adjustments
Pension Plan
Adjustments
Unrealized
Loss on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2023
$
(374)
$
(70)
$
—
$
(444)
Current year deferrals to AOCI
(127)
4
(1)
(124)
Reclassifications from AOCI to Net income
(16)
2
—
(14)
Net Change
(143)
6
(1)
(138)
Balance, December 31, 2024
$
(517)
$
(64)
$
(1)
$
(582)
The cumulative income tax expense related to the adjustments for foreign exchange at December 31, 2024 was $1 million. The cumulative income tax benefit related to the
adjustments for pension benefits at December 31, 2024 was $27 million. The cumulative income tax benefit related to the adjustments for unrealized gain on derivatives at
December 31, 2024 was an immaterial amount. See Note 20 for classification within the consolidated statements of operations of the gains and losses on derivatives reclassified
from AOCI.
(1)
(2)
(1)
(3)
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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)
Unrealized
Currency
Translation
Adjustments
Pension Plan
Adjustments
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2022
$
(434)
$
(36)
$
3
$
(467)
Current year deferrals to AOCI
70
(35)
2
37
Reclassifications from AOCI to Net income
(10)
1
(5)
(14)
Net Change
60
(34)
(3)
23
Balance, December 31, 2023
$
(374)
$
(70)
$
—
$
(444)
The cumulative income tax benefit related to the adjustments for foreign exchange at December 31, 2023 was $1 million. The cumulative income tax benefit related to the
adjustments for pension benefits at December 31, 2023 was $29 million. The cumulative income tax benefit related to the adjustments for unrealized gain on derivatives at
December 31, 2023 was immaterial. See Note 20 for classification within the consolidated statements of operations of the gains and losses on derivatives reclassified from
AOCI.
Unrealized
Currency
Translation
Adjustments
Pension Plan
Adjustments
Unrealized
(Loss) Gain on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2021
$
(331)
$
(60)
$
(23)
$
(414)
Current year deferrals to AOCI
(83)
22
20
(41)
Reclassifications from AOCI to Net income
(20)
2
6
(12)
Net Change
(103)
24
26
(53)
Balance, December 31, 2022
$
(434)
$
(36)
$
3
$
(467)
The cumulative income tax benefit related to the adjustments for pension benefits at December 31, 2022 was $14 million. The cumulative income tax benefit related to the
adjustments for unrealized loss on derivatives at December 31, 2022 was immaterial. See Note 20 for classification within the consolidated statements of operations of the gains
and losses on derivatives reclassified from AOCI.
100
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
As required by Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company carried out an evaluation, under the supervision
and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. No matter how well designed and operated, disclosure controls and
procedures can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.
Management's report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act).
Management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2024, the
Company's internal control over financial reporting was effective. In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their
assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management’s evaluation of internal control over financial
reporting excluded the internal control activities of CoverFlexx, which we acquired on July 2, 2024 as discussed in Note 3 to the consolidated financial statements included in
this Annual Report on Form 10-K. We have included the financial results of this acquisition in the consolidated financial statements included in this Annual Report on Form 10-
K from the date of acquisition. CoverFlexx is a wholly-owned subsidiary whose total assets and total revenues represent approximately 1% of the related consolidated financial
amounts as of and for the year ended December 31, 2024.
The effectiveness of our internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated
in its report which is included herein.
Changes in internal control over financial reporting
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information about the Company's directors required by Item 10 and not otherwise set forth below is contained under the caption “Proposal No. 1: Election of Directors” in
Axalta's definitive Proxy Statement for the 2025 Annual General Meeting of Members (the “Proxy Statement”) which the Company anticipates filing with the SEC, pursuant to
Regulation 14A, not later than 120 days after the end of the Company's fiscal year, and is incorporated herein by reference.
The executive officers of the Company are elected by the Board. The information required by this item concerning the Company's executive officers is incorporated by
reference herein from Part I of this report under the caption “Information About Our Executive Officers.”
Axalta has an insider trading policy governing the purchase, sale and other dispositions of Axalta’s securities that applies to all personnel of Axalta and its subsidiaries,
including directors, officers and employees and other covered persons, as well as Axalta itself. Axalta believes that its insider trading policy is reasonably designed to promote
compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of Axalta’s insider trading policy is filed as Exhibit 19.1 to this
Annual Report on 10-K.
Information regarding the Company's Audit Committee, code of ethics, and compliance with Section 16(a) of the Exchange Act is included in the Proxy Statement under the
captions “Corporate Governance Matters and Committees of the Board of Directors,” and “Delinquent Section 16(a) Reports,” respectively, and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained in the Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation” and
“Compensation Committee Report” and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by Item 12 is contained in the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity
Compensation Plan Information” and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by Item 13 is contained in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Person
Transactions” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is contained in the Proxy Statement under the caption “Proposal No. 2: Appointment of PricewaterhouseCoopers LLP as the Company's
Independent Registered Public Accounting Firm and Auditor” and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The Company's 2024 Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm are included in Part II, Item 8 of this Annual
Report on Form 10-K.
(a)(2) The following Consolidated Financial Statement Schedule for the years ended December 31, 2024, 2023 and 2022 should be read in conjunction with the previously
referenced financial statements:
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts for the years ended December 31:
(in millions)
Balance at Beginning of Year
Additions
Deductions
Balance at End of Year
2024
$
25
9
(9)
$
25
2023
$
23
5
(3)
$
25
2022
$
22
6
(5)
$
23
(1) Deductions include uncollectible accounts written off and foreign currency translation impact.
Inventory reserve for the years ended December 31:
(in millions)
Balance at Beginning of Year
Additions
Deductions
Balance at End of Year
2024
$
27
36
(46)
$
17
2023
$
17
49
(39)
$
27
2022
$
16
27
(26)
$
17
(1) Deductions include inventory written off and foreign currency translation impact.
Deferred tax asset valuation allowances for the years ended December 31:
(in millions)
Balance at Beginning of Year
Additions
Deductions
Balance at End of Year
2024
$
234
33
(17)
$
250
2023
$
194
41
(1)
$
234
2022
$
211
31
(48)
$
194
(1) Additions and deductions include the impact of foreign currency translation.
(a)(3) The following exhibits are filed as a part of, or incorporated by reference into, this Annual Report on Form 10-K.
EXHIBIT NO.
DESCRIPTION OF EXHIBITS
2.1*
Purchase Agreement, dated as of August 30, 2012, by and between E. I. du Pont de Nemours and Company and Flash Bermuda Co. Ltd. (n/k/a Axalta
Coating Systems Ltd.) (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271) originally
filed with the SEC on August 20, 2014)
2.2*
Amendment to Purchase Agreement, dated as of January 31, 2013, by and between E. I. du Pont de Nemours and Company and Flash Bermuda Co. Ltd.
(n/k/a Axalta Coating Systems Ltd.) (incorporated by reference to Exhibit 2.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-
198271), originally filed with the SEC on August 20, 2014)
2.3*
Sale and Purchase Agreement related to U-POL Holdings Limited, dated as of July 6, 2021, by and between the Institutional and Management Sellers
and Axalta Coating Systems UK Holding Limited and Axalta Coating Systems Ltd. (incorporated by reference to Exhibit 2.1 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on October 25, 2021)
2.4*
Minority Sale and Purchase Agreement related to U-POL Holdings Limited, dated as of July 6, 2021, by and between the Minority Sellers and Axalta
Coating Systems UK Holding Limited and Axalta Coating Systems Ltd. (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report
on Form 10-Q (File No. 001-36733) filed with the SEC on October 25, 2021)
(1)
(1)
(1)
(1)
103
Table of Contents
3.1*
Amended Memorandum of Association of Axalta Coating Systems Ltd. (incorporated by reference to Exhibit 3.1 of Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 14, 2014)
3.2*
Second Amended and Restated Bye-laws of Axalta Coating Systems Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report
on Form 8-K (File No. 001-36733), filed with the SEC on May 3, 2018)
4.1*
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.21 to Amendment No. 3 to the Registrant's Registration Statement on Form
S-1 (File No. 333-198271), filed with the SEC on October 30, 2014)
4.2*
Description of the Axalta Coating Systems Ltd.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by
reference to Exhibit 4.6 to the Registrant's Annual Report on Form 10-K (File No. 001-36733), filed with the SEC on February 19, 2020)
4.3*
Indenture, dated as of June 15, 2020, by and among Axalta Coating Systems, LLC and Axalta Coating Systems Dutch Holding B.B.V., as issuers, the
guarantors named therein and Wilmington Trust, National Association, as trustee (including the form of Note) (incorporated by reference to exhibit 4.1
to the Registrant's Quarterly Report on Form 10-Q (File No. 001-36733), filed with the SEC on June 15, 2020)
4.4*
Indenture, dated as of November 24, 2020, by and among Axalta Coating Systems, LLC, as issuer, the guarantors named therein and Wilmington Trust,
National Association, as trustee (including the form of Note) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K
(File No. 001-36733), filed with the SEC on November 24, 2020)
4.5*
Indenture, dated as of November 17, 2023, by and among Axalta Coating Systems Dutch Holding B B.V., the guarantors named therein and Wilmington
Trust, National Association, as trustee (including the form of Note) (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form
8-K) (File No. 011-36733), filed with the SEC on November 17, 2023
10.1*
Credit Agreement, dated as of February 1, 2013, among Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.) and U.S. Coatings
Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.), as borrowers, Flash Dutch 1 B.V. (n/k/a Axalta Coating Systems Dutch Holding A
B.V.), Coatings Co. U.S. Inc. (n/k/a Axalta Coating Systems U.S., Inc.), Barclays Bank PLC, as administrative agent, collateral agent, swing line lender
and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.2*
Second Amendment to Credit Agreement, dated as of February 3, 2014, by and among Axalta Coating Systems Dutch Holding B B.V. and Axalta
Coating Systems U.S. Holdings, Inc., as borrowers, Axalta Coating Systems U.S., Inc. (f/k/a Coatings Co. U.S. Inc.), Axalta Coating Systems Dutch
Holding A B.V., and Barclays Bank PLC, as administrative agent, collateral agent and designated 2014 Specified Refinancing Term Lender
(incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC
on August 20, 2014)
10.3*
Amendment No. 4 to the Credit Agreement, dated as of December 15, 2016, among Axalta Coating Systems Dutch Holding B B.V. and Axalta Coating
Systems U.S. Holdings, Inc., as borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and
other financial institutions or entities from time to time parties thereto as lenders, Barclays Bank PLC, as administrative agent and collateral agent, and
the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-
36733), filed with the SEC on December 15, 2016)
10.4*
Amendment No. 5 to the Credit Agreement, dated as of June 1, 2017, among Axalta Coating Systems Dutch Holding B B.V. and Axalta Coating
Systems U.S. Holdings, Inc., as borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and
other financial institutions or entities from time to time parties thereto as lenders, Barclays Bank PLC, as administrative agent and collateral agent, and
the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-
36733), filed with the SEC on June 1, 2017)
10.5*
Amendment No. 6 to the Credit Agreement, dated as of April 11, 2018, among Axalta Coating Systems Dutch Holding B B.V. and Axalta Coating
Systems U.S. Holdings, Inc., as borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and
other financial institutions or entities from time to time parties thereto as lenders, Barclays Bank PLC, as administrative agent and collateral agent, and
the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-
36733), filed with the SEC on April 11, 2018)
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Table of Contents
10.6*
Amendment No. 7 to the Credit Agreement, dated as of October 31, 2018, among Axalta Coating Systems Dutch Holding B B.V. and Axalta Coating
Systems U.S. Holdings, Inc., as borrowers, Axalta Coating Systems U.S., Inc., Axalta Coating Systems Dutch Holding A B.V., the several banks and
other financial institutions or entities from time to time parties thereto as lenders, Barclays Bank PLC, as administrative agent and collateral agent, and
the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-
36733), filed with the SEC on November 1, 2018)
10.7*
Tenth Amendment to Credit Agreement, dated as of May 11, 2021, among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch Holding B B.V.,
Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating Systems U.S., Inc., certain lenders party thereto and Barclays Bank PLC, as administrative
agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the
SEC on May 12, 2021)
10.8*
Eleventh Amendment to Credit Agreement and First Amendment to Amended and Restated Guaranty Agreement, dated as of December 20, 2022,
among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch Holding B B.V., Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating
Systems U.S., Inc., certain subsidiary guarantors party thereto, certain lenders party thereto and Barclays Bank PLC, as administrative agent and
collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC on
December 20, 2022)
10.9*
Twelfth Amendment to Credit Agreement, dated as of July 1, 2023, executed and delivered by Barclays Bank PLC, as administrative agent (incorporated
by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on November 1, 2023
10.10*
Thirteenth Amendment to Credit Agreement, dated as of August 18, 2023, among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch Holding
B B.V., Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating Systems U.S., Inc., certain subsidiary guarantors party thereto, certain lenders party
thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K (File No. 001-36733) filed with the SEC on August 18, 2023) (the conformed Credit Agreement attached as Annex A to the
Thirteenth Amendment reflects the inclusion of the amendment provisions of all thirteen amendments to the Credit Agreement)
10.11**
Security Agreement, dated February 1, 2013, among the grantors referred to therein and Barclays Bank PLC, as collateral agent (incorporated by
reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20,
2014)
10.12*
Intellectual Property Security Agreement, dated February 1, 2013, between U.S. Coatings IP Co. LLC (n/k/a Axalta Coating Systems USA IP Co. LLC)
and Barclays Bank PLC, as collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No.
333-198271), originally filed with the SEC on August 20, 2014)
10.13*
Second Amended and Restated Guaranty Agreement dated as of December 20, 2022 among the guarantors named therein and Barclays Bank PLC, as
administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC
on December 20, 2022)
10.14*
First Lien Inter creditor Agreement, dated as of February 1, 2013, among Barclays Bank PLC as bank collateral agent under the Credit Agreement, and
as notes foreign collateral agent under the Indenture, Wilmington Trust, National Association, as notes collateral agent under the Indenture, each Grantor
party thereto and each Additional Agent from time to time party thereto (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.15*
Share Pledge Agreement in respect of shares in DuPont Performance Coatings Belgium BVBA (n/k/a Axalta Coating Systems Belgium BVBA), dated 1
February 2013, between Coatings Co (UK) Limited (n/k/a Axalta Coating Systems UK Holding Limited), Teodur B.V. and Barclays Bank PLC, as
collateral agent (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally
filed with the SEC on August 20, 2014)
10.16*
Bank Accounts Pledge Agreement, entered into September 17, 2013, among Axalta Coating Systems Brasil Ltda., Wilmington Trust, National
Association, as Notes Collateral Agent, and Barclays Bank PLC, as collateral agent (incorporated by reference to Exhibit 10.13 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.17*
Quota Pledge Agreement, entered into September 17, 2013, among Brazil Coatings Co. Participações Ltda., Axalta Coating Systems Dutch Holding 2
B.V., Barclays Bank PLC, as collateral agent, and Wilmington Trust, National Association, as notes collateral agent (incorporated by reference to
Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
105
Table of Contents
10.18*
Security Agreement, dated as of May 10, 2013, between Axalta Coating Systems Canada Company (f/k/a DuPont Performance Coatings Canada
Company), Flash Lux Co S.à r.l. (n/k/a Axalta Coating Systems Luxembourg Holding S.à r.l.), the additional grantors from time to time party thereto,
and Barclays Bank PLC, as collateral agent for the secured parties (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement
on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.19*
Securities Account Pledge Agreement in relation to the shares issued by France Coatings Co. (n/k/a Axalta Coating Systems France Holding SAS), dated
26 April 2013, between Flash Lux Co S.à r.l. (n/k/a Axalta Coating Systems Luxembourg Holding S.à r.l.), Barclays Bank PLC, as notes foreign
collateral agent, and France Coatings Co. (n/k/a Axalta Coating Systems France Holding SAS) (incorporated by reference to Exhibit 10.17 to the
Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.20*
Pledge of Receivables Agreement, dated 26 April 2013, between Lux FinCo Coatings S.à r.l. (n/k/a Axalta Coating Systems Finance 1 S.à r.l.) and
Barclays Bank PLC, as notes foreign collateral agent (incorporated by reference to Exhibit 10.18 to the Registrant's Registration Statement on Form S-1
(File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.21*
Securities Account Pledge Agreement in relation to the shares issued by DuPont Performance Coatings France SAS (n/k/a Axalta Coating Systems
France SAS), dated 26 April 2013, between France Coatings Co. (n/k/a Axalta Coating Systems France Holding SAS), Barclays Bank PLC, as notes
foreign collateral agent, and DuPont Performance Coatings France SAS (n/k/a Axalta Coating Systems France SAS) (incorporated by reference to
Exhibit 10.19 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.22*
Account Pledge Agreement, made on 29 July 2013, between Axalta Coating Systems Verwaltungs GmbH (f/k/a Flash German Co. GmbH), Axalta
Coating Systems Deutschland Holding GmbH & Co. KG (f/k/a Germany Coatings GmbH & Co. KG), Axalta Coating Systems Beteiligungs GmbH
(f/k/a Germany Coatings Co GmbH), Standox GmbH, Spies Hecker GmbH, Axalta Coating Systems Germany GmbH (f/k/a DuPont Performance
Coatings GmbH), Barclays Bank PLC, as collateral agent under the Credit Agreement, and Wilmington Trust, National Association, as notes collateral
agent under the EUR Notes Indenture (incorporated by reference to Exhibit 10.20 to the Registrant's Registration Statement on Form S-1 (File No. 333-
198271), originally filed with the SEC on August 20, 2014)
10.23*
Global Assignment Agreement, made on 29 July 2013, between Axalta Coating Systems Deutschland Holding GmbH & Co. KG (f/k/a Germany
Coatings GmbH & Co. KG) and Barclays Bank PLC, as collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.21 to the
Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.24*
Global Assignment Agreement, made on 29 July 2013, between Axalta Coating Systems Germany GmbH (f/k/a DuPont Performance Coatings GmbH)
and Barclays Bank PLC, as collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.23 to the Registrant's Registration
Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.25*
Global Assignment Agreement, made on 29 July 2013, between Spies Hecker GmbH and Barclays Bank PLC, as collateral agent and collateral sub-
agent (incorporated by reference to Exhibit 10.24 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the
SEC on August 20, 2014)
10.26*
Global Assignment Agreement, made on 29 July 2013, between Standox GmbH and Barclays Bank PLC, as collateral agent and collateral sub-agent
(incorporated by reference to Exhibit 10.25 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC
on August 20, 2014)
10.27*
Partnership Interest Pledge Agreement, made on 29 July 2013, between Axalta Coating Systems Luxembourg Holding 2 S.à r.l. (f/k/a Luxembourg
Coatings S.à r.l.), Axalta Coating Systems Verwaltungs GmbH (f/k/a Flash German Co. GmbH), Barclays Bank PLC, as collateral agent under the
Credit Agreement, and Wilmington Trust, National Association, as notes collateral agent under the EUR Notes Indenture (incorporated by reference to
Exhibit 10.26 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.28*
Security Purpose Agreement, made on 29 July 2013, between Axalta Coating Systems Germany GmbH (f/k/a DuPont Performance Coatings GmbH)
and Barclays Bank PLC, as collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.28 to the Registrant's Registration
Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
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Table of Contents
10.29*
Security Transfer Agreement, made on 29 July 2013, between Axalta Coating Systems Germany GmbH (f/k/a DuPont Performance Coatings GmbH)
and Barclays Bank PLC, as collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.29 to the Registrant's Registration
Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.30*
Global Assignment Agreement, made on 1 July 2014, between Axalta Coating Systems Logistik Germany GmbH & Co. KG and Barclays Bank PLC, as
collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.30 to the Registrant's Registration Statement on Form S-1 (File No.
333-198271), originally filed with the SEC on August 20, 2014)
10.31*
Partnership Interest Pledge Agreement, made on 1 July 2014, between Axalta Coating Systems Germany GmbH, Axalta Coating Systems Verwaltungs
GmbH (f/k/a Flash German Co. GmbH), Barclays Bank PLC, as collateral agent under the Credit Agreement, and Wilmington Trust, National
Association as collateral agent under the EUR Note Indenture (incorporated by reference to Exhibit 10.31 to the Registrant's Registration Statement on
Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.32*
Account Pledge Agreement, made on 1 July 2014, between Axalta Coating Systems Logistik Germany GmbH & Co. KG, Barclays Bank PLC, as
collateral agent under the Credit Agreement, and Wilmington Trust, National Association, as collateral agent under the EUR Notes Indenture
(incorporated by reference to Exhibit 10.32 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC
on August 20, 2014)
10.33*
Security Transfer Agreement, made on 1 July 2014, between Axalta Coating Systems Logistik Germany GmbH & Co. KG and Barclays Bank PLC, as
collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.33 to the Registrant's Registration Statement on Form S-1 (File No.
333-198271), originally filed with the SEC on August 20, 2014)
10.34*
Pledge Agreement without Transfer of Possession, dated September 18, 2013, between Axalta Coating Systems México, S. de R.L. de C.V. (f/k/a/
DuPont Performance Coatings México, S. de R.L. de C.V.) and Barclays Bank PLC, as collateral agent (incorporated by reference to Exhibit 10.34 to
the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.35*
Pledge Agreement without Transfer of Possession, dated September 18, 2013, between Axalta Coating Systems Servicios México, S. de R.L. de C.V.
(f/k/a/ DuPont Performance Coatings Servicios México, S. de R.L. de C.V.) and Barclays Bank PLC, as collateral agent (incorporated by reference to
Exhibit 10.35 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.36*
Equity Interest Pledge Agreement, dated September 18, 2013, among Axalta Coating Systems LA Holding II B.V. (f/k/a DuPont Performance Coatings
LA Holding II B.V.), Axalta Coating Systems México, S. de R.L. de C.V. (f/k/a/ DuPont Performance Coatings México, S. de R.L. de C.V.), Axalta
Coating Systems Servicios México, S. de R.L. de C.V. (f/k/a/ DuPont Performance Coatings Servicios México, S. de R.L. de C.V.) and Barclays Bank
PLC, as collateral agent (incorporated by reference to Exhibit 10.36 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271),
originally filed with the SEC on August 20, 2014)
10.37*
Equity Interest Pledge Agreement, dated September 18, 2013, among Axalta Coating Systems LA Holding II B.V. (f/k/a DuPont Performance Coatings
LA Holding II B.V.), Axalta Coating Systems Servicios México, S. de R.L. de C.V. (f/k/a/ DuPont Performance Coatings Servicios México, S. de R.L.
de C.V.), Axalta Coating Systems México, S. de R.L. de C.V. (f/k/a/ DuPont Performance Coatings México, S. de R.L. de C.V.) and Barclays Bank PLC,
as collateral agent (incorporated by reference to Exhibit 10.37 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally
filed with the SEC on August 20, 2014)
10.38*
Share Pledge Agreement, dated September 18, 2013, between Axalta Powder Coating Systems USA, Inc. (f/k/a DuPont Powder Coatings USA, Inc.),
Axalta Powder Coating Systems México, S.A. de C.V. (f/k/a DuPont Powder Coatings de México, S.A. de C.V.) and Barclays Bank PLC, as collateral
agent (incorporated by reference to Exhibit 10.38 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the
SEC on August 20, 2014)
10.39*
Debenture, dated 1 February 2013, by Coatings Co (UK) Limited (n/k/a Axalta Coating Systems UK Holding Limited), DuPont Performance Coatings
(U.K.) Limited (n/k/a Axalta Coating Systems UK Limited) and DuPont Powder Coatings UK Limited (n/k/a Axalta Powder Coating Systems UK
Limited), in favor of Barclays Bank PLC, as collateral agent appointed pursuant to the Credit Agreement (incorporated by reference to Exhibit 10.40 to
the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
107
Table of Contents
10.40*
Security Over Shares Agreement, dated 1 February 2013, between Flash Lux Co S.à r.l. (n/k/a Axalta Coating Systems Luxembourg Holding S.à r.l.)
and Barclays Bank PLC, as collateral agent appointed pursuant to the Credit Agreement (incorporated by reference to Exhibit 10.42 to the Registrant's
Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.41*
Debenture, dated 25 March 2014, by Axalta Coating Systems U.K. (2) Limited in favor of Barclays Bank PLC, as collateral agent appointed pursuant to
the Credit Agreement (incorporated by reference to Exhibit 10.44 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271),
originally filed with the SEC on August 20, 2014)
10.42*
Security Over Shares Agreement, dated 25 March 2014, between Axalta Coating Systems Belgium BVBA and Barclays Bank PLC, as collateral agent
appointed pursuant to the Credit Agreement (incorporated by reference to Exhibit 10.46 to the Registrant's Registration Statement on Form S-1 (File No.
333-198271), originally filed with the SEC on August 20, 2014)
10.43*^
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.48 to Amendment No. 3 to the Registrant's Registration Statement on
Form S-1 (File No. 333-198271), filed with the SEC on October 30, 2014)
10.44*^
Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.54 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 14, 2014)
10.45*^
Form of Stock Option Agreement under the Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan (incorporated by reference to
Exhibit 10.55 to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 14,
2014)
10.46*^
Axalta Coating Systems Ltd. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.56 to Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 30, 2014)
10.47*^
Form of Stock Option Agreement under the Axalta Coating Systems Ltd. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.57 to
Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 30, 2014)
10.48*^
Form of Stock Option Award Agreement under the Axalta Coating Systems Ltd. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.61
to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36733), filed with the SEC on April 28, 2016)
10.49*^
Axalta Coating Systems, LLC Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.61 to Amendment No. 2 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-198271), filed with the SEC on October 14, 2014)
10.50*^
Form of Second Amended and Restated Executive Restrictive Covenant and Severance Agreement (incorporated by reference to Exhibit 10.57 to the
Registrant’s Annual Report on Form 10-K (File No. 001-36733), filed with the SEC on February 22, 2018)
10.51*^
Form of Stock Option Agreement for U.S. Employees (incorporated by reference to Exhibit 10.58 to the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-36733), filed with the SEC on April 25, 2018
10.52*^
Form of Restricted Stock Unit Agreement for Directors (incorporated by reference to Exhibit 10.66 to the Registrant's Quarterly Report on Form 10-Q
(File No. 001-36733) filed with the SEC on April 25, 2018)
10.53*^
Form of Indemnification and Advancement Agreement (incorporated by reference to Exhibit 10.67 to the Registrant’s Quarterly Report on Form 10-Q
(File No. 001-36733) filed with the SEC on July 26, 2018)
10.54*^
Axalta Coating Systems Ltd. Restrictive Covenant and Severance Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q (File No. 001-36733) filed with the SEC on April 26, 2021)
10.55*^
Axalta Coating Systems Ltd. Restrictive Covenant and Severance Policy (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report
on Form 10-Q (File No. 001-36733) filed with the SEC on August 1, 2023)
10.56*^
Form of Performance Share Unit Award Agreement for U.S. Employees (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q (File No. 001-36733) filed with the SEC on April 26, 2022)
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Table of Contents
10.57*^
Form of Restricted Stock Unit Award Agreement for U.S. Employees (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q (File No. 001-36733) filed with the SEC on April 26, 2022)
10.58*^
Letter Agreement, dated as of July 25, 2022, between Axalta Coating Systems Ltd. and Sean Lannon (incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K (File No. 001-36733) filed with the SEC on July 26, 2022)
10.59*^
Letter Agreement, dated as of November 15, 2022, between Axalta Coating Systems Ltd. and Chrishan Villavarayan (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC on November 16, 2022)
10.60*^
Executive Restrictive Covenant and Severance Agreement, dated as of November 15, 2022, among Axalta Coating Systems Ltd., Axalta Coating
Systems, LLC and Chrishan Villavarayan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-
36733) filed with the SEC on November 16, 2022)
10.61*^
Axalta Coating Systems Ltd. Amended and Restated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K (File No. 001-36733) filed with the SEC on May 3, 2018, filed with the SEC on May 3, 2018)
10.62*^
Axalta Coating Systems Ltd. Second Amended and Restated 2014 Incentive Award Plan (incorporated by reference to Appendix B to the Registrant’s
Definitive Proxy Statement (File No. 001-36733) filed with the SEC on April 25, 2023)
10.63*^
Form of Performance Share Unit Award Agreement for U.S. Employees (Adjusted EBITDA) (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on May 2, 2023)
10.64*^
Form of Performance Share Unit Award Agreement for U.S. Employees (Relative TSR) (incorporated by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on May 2, 2023)
10.65*^
Form of Restricted Stock Unit Award Agreement for U.S. Employees (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 001-36733) filed with the SEC on May 2, 2023)
10.66*^
Letter Agreement, dated as of July 17, 2023, between Axalta Coating Systems Ltd. and Carl Anderson (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC on July 19, 2023)
10.67*^
Separation and Release Agreement, dated as of July 19, 2023, between Axalta Coating Systems Ltd. and Sean Lannon (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC on July 19, 2023)
10.68*^
Consulting Agreement, dated as of September 19, 2023, by and between Axalta Coating Systems Ltd. and Brian A. Berube (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36733) filed with the SEC on September 25, 2023)
10.69*
Fourteenth Amendment to Credit Agreement, dated as of March 18, 2024, among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch Holding
B B.V., Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating Systems U.S., Inc., certain subsidiary guarantors party thereto, certain lenders party
thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K (File No. 001-36733) filed with the SEC on March 18, 2024)
10.70*
Performance Share Unit Retirement Provisions (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-36733) filed with the SEC on May 1, 2024)
10.71*
Form of Performance Share Unit Award Agreement for U.S. Employees (Adjusted EBITDA) (incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on May 1, 2024)
10.72*
Form of Performance Share Unit Award Agreement for U.S. Employees (Relative TSR) (incorporated by reference to Exhibit 10.4 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-36733) filed with the SEC on May 1, 2024)
10.73*
Form of Restricted Stock Unit Award Agreement for U.S. Employees (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 001-36733) filed with the SEC on May 1, 2024)
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Table of Contents
10.74*
Fifteenth Amendment to Credit Agreement, dated as of June 21, 2024, among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch Holding B
B.V., Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating Systems U.S., Inc., certain subsidiary guarantors party thereto, certain lenders party
thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K (File No. 001-36733) filed with the SEC on June 24, 2024)
10.75*
Sixteenth Amendment to Credit Agreement, dated as of November 26, 2024, among Axalta Coating Systems Ltd., Axalta Coating Systems Dutch
Holding B B.V., Axalta Coating Systems U.S. Holdings, Inc., Axalta Coating Systems U.S., Inc., certain subsidiary guarantors party thereto, certain
lenders party thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant's
Current Report on Form 8-K (File No. 001-36733) filed with the SEC on November 26, 2024)
19.1
Axalta Coating Systems Ltd. Insider Trading Policy
21.1
List of Subsidiaries
23.1
Consent of PricewaterhouseCoopers LLP
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Axalta Coating Systems Ltd. Dodd-Frank Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Registrant's
Annual Report on Form 10-K (File No. 001-36733) filed with the SEC on February 15, 2024)
101
INS - XBRL Instance Document. The document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL
document
101
SCH - XBRL Taxonomy Extension Schema Document
101
CAL - XBRL Taxonomy Extension Calculation Linkbase Document
101
DEF - XBRL Taxonomy Extension Definition Linkbase Document
101
LAB - XBRL Taxonomy Extension Label Linkbase Document
101
PRE - XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Previously filed.
^
Denotes management contract or compensatory plan or arrangement.
†
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and
32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of section 18 of the Exchange Act. Such certifications
will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
**
Exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of
all omitted exhibits and schedules to the SEC upon its request.
ITEM 16. FORM 10-K SUMMARY
None.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on February 13, 2025.
AXALTA COATING SYSTEMS LTD.
By:
/s/ Chris Villavarayan
Chris Villavarayan
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Signature
Title
Date
/s/ Chris Villavarayan
Chief Executive Officer and President and Director
February 13, 2025
Chris Villavarayan
(Principal Executive Officer)
/s/ Carl D. Anderson II
Senior Vice President and Chief Financial Officer
February 13, 2025
Carl D. Anderson II
(Principal Financial Officer)
/s/ Anthony Massey
Vice President and Global Controller
February 13, 2025
Anthony Massey
(Principal Accounting Officer)
/s/ Rakesh Sachdev
Chair of the Board and Director
February 13, 2025
Rakesh Sachdev
/s/ Jan Bertsch
Director
February 13, 2025
Jan Bertsch
/s/ William M. Cook
Director
February 13, 2025
William M. Cook
/s/ Tyrone M. Jordan
Director
February 13, 2025
Tyrone M. Jordan
/s/ Deborah J. Kissire
Director
February 13, 2025
Deborah J. Kissire
/s/ Samuel L. Smolik
Director
February 13, 2025
Samuel L. Smolik
/s/ Kevin M. Stein
Director
February 13, 2025
Kevin M. Stein
/s/ Mary S. Zappone
Director
February 13, 2025
Mary S. Zappone
111
Exhibit 19.1
Insider Trading Policy
effective March 31, 2023
This Insider Trading Policy (this “Policy”) of Axalta Coating Systems Ltd. (the “Company”) consists of six sections:
►Section I provides an overview;
►Section II sets forth the Company’s policies prohibiting insider trading;
►Section III explains insider trading;
►Section IV consists of procedures that have been put in place by the Company to prevent insider trading;
►Section V sets forth additional transactions that are prohibited by this Policy; and
►Section VI explains Rule 10b5-1 trading plans and provides information about Section 16 and Rule 144.
Section I Overview
Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of the Company as well as
that of all persons affiliated with the Company. “Insider trading” occurs when a person purchases or sells a security in breach of a fiduciary
duty (a relationship of trust and confidence) while in possession of material, nonpublic information relating to the issuer of the security.
Insider trading is a crime. The penalties for violating insider trading laws include imprisonment, disgorgement of profits, civil fines, and
criminal fines of up to $5 million for individuals and $25 million for companies. Insider trading is also prohibited by this Policy, and violation
of this Policy may result in Company-imposed sanctions, including removal or dismissal for cause.
References in this Policy to the Company refer, where appropriate, to the Company and all of its direct and indirect subsidiaries.
1
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Insider trading, or even the perception of insider trading, can damage the Company’s and its employees’ reputations, as well as your own.
This Policy applies to all officers, directors, employees and affiliates of the Company and its direct and indirect subsidiaries (each, a “Covered
Person” and collectively, “Covered Persons”). The Company may determine that this Policy applies to additional persons with access to material,
nonpublic information, such as contractors and consultants. This Policy also applies to the family and household members of a Covered Person
and, in each case, any of their controlled entities (collectively, “Related Persons”). This Policy extends to all activities within and outside an
individual’s Company duties. All Covered Persons must review this Policy and ensure that their Related Persons understand the terms hereof.
Questions regarding the Policy should be directed to the Company’s General Counsel.
This Policy applies to transactions in the Company’s Securities, including stock, bonds, preferred securities, convertible securities, options, and
contracts or rights to acquire any of these securities, as well as derivative securities in respect of Company Securities, whether or not issued by the
Company, such as exchange-traded put or call options or swaps relating to Company Securities (collectively, “Company Securities”). Sections II
and III of this Policy also apply to transactions in securities of other public companies regarding which a Covered Person may have material,
nonpublic information as specified below.
Section II Statement of Policies Prohibiting Insider Trading
No Covered Person nor any Related Person shall, directly or indirectly, purchase, sell or recommend that another person purchase or sell any
Company Securities while in possession of material, nonpublic information relating to the Company. In addition, no Covered Person shall
purchase, sell or recommend that another person purchase or sell any security of any other issuer (including any derivative instrument that
references such issuer’s securities) while in possession of material, nonpublic information regarding the issuer obtained in the course of such
Covered Person’s role with the Company.
The Company will not purchase or sell Company Securities while in possession of material, nonpublic information related to the Company unless
the transaction otherwise complies with all applicable securities laws.
No Covered Person shall directly or indirectly communicate (or “tip”) material, nonpublic information relating to (i) the Company or any of its
subsidiaries or (ii) any other issuer obtained in the course of such Covered Person’s role with the Company to anyone outside the Company
(except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to
anyone within the Company other than in the ordinary course of one’s job responsibilities.
For purposes of this Policy, a Covered Person’s “family and household members” are (a) family members who reside in the same household with the Covered Person
(including a spouse or domestic partner, and children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws of the Covered Person, but only if
they reside in the same household with the Covered Person), (b) children of the Covered Person or of the Covered Person’s spouse who do not reside in the same household
with the Covered Person but are financially dependent upon the Covered Person, (c) any other family members of the Covered Person who do not reside in that household but
whose transactions are directed by the Covered Person, and (d) any other individual over whose account the Covered Person has control and to whose financial support the
Covered Person materially contributes. (Materially contributing to financial support would include, for example, paying an individual’s rent but not just a phone bill.)
For purposes of this Policy, a Covered Person’s “controlled entities” are partnerships in which a Covered Person is a general partner; trusts of which a Covered Person is a
trustee; estates of which a Covered Person is an executor; and other equivalent legal entities that a Covered Person controls or has the practical ability to make all investment
decisions in.
2
3
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Additionally, the individuals identified on Schedule I (each, a “Restricted Person” and collectively, “Restricted Persons”) shall not purchase or sell
any Company Securities during any “blackout period” as described below. Each blackout period begins at the close of trading on the 15th day of
the last month of each calendar quarter and ends two full trading days after the financial results for such quarter (or for such full year) have been
publicly announced. Trading in Company Securities by Restricted Persons is generally allowed outside of the blackout periods except as otherwise
provided by this Policy.
There are four regularly scheduled blackout periods during the year when trading by Restricted Persons is prohibited. The following table
illustrates when these blackout periods begin and end:
Blackout Period Begins
Blackout Period Ends
Close of Trading on March 15th
Two full trading days after the Q1 earnings release (usually in May)
Close of Trading on June 15th
Two full trading days after the Q2 earnings release (usually in August)
Close of Trading on September 15th
Two full trading days after the Q3 earnings release (usually in
November)
Close of Trading on December 15th
Two full trading days after the Q4/full year earnings release (usually in
February)
It is important to note that you may NEVER trade when in possession of material, nonpublic information, even if the Company is not in a
blackout period. This prohibition on trading when in possession of material, nonpublic information applies equally to all Covered Persons
and Related Persons.
This Policy does not apply to the following transactions:
►purchases of Company Securities from the Company or sales of Company Securities to the Company;
►(i) the exercise of stock options or other equity awards and corresponding net settlement of such options or awards pursuant to the
terms of such options or awards, (ii) the surrender of shares to the Company in payment of the exercise price or in satisfaction of any
tax withholding obligations in a manner permitted by the applicable stock option or equity award agreement, and (iii) the vesting of
equity-based awards, that in each case does not involve a market sale of Company Securities (the “cashless exercise” of a Company
stock option or other award and “sell to cover” transactions to cover tax obligations on vesting or exercise of equity awards through a
broker do involve a market sale of Company Securities, and therefore would not qualify under this exception);
►“Cashless exercise” through a broker, as used in this Policy, means a transaction in which stock options or other awards
are exercised, and a broker simultaneously sells a portion of the newly acquired shares to cover the exercise price, taxes
and
Page 3
brokerage commissions, as applicable. Cashless exercise transactions are not exempt and remain subject to this Policy.
►“Sell to cover” transaction through a broker, as used in this Policy, means a transaction in which equity awards vest, and
a broker simultaneously sells a portion of the newly acquired shares to cover the taxes and brokerage commissions, as
applicable. Sell to cover transactions may be done only through the Company’s stock plan administrator as discussed
below in Section VI. Sell to cover transactions are not exempt and remain subject to this Policy.
►bona fide gifts of Company Securities, provided that the recipient expressly agrees that it will not engage in any transaction with the
Company Securities while the Covered Person is in possession of material, nonpublic information;
►estate-planning transfers, but only with pre-approval from the Authorizing Officer (as defined below) and provided that the transferor
continues to control and directly or indirectly beneficially own such transferred Company Securities, and transfers by will or the laws
of descent and distribution; or
►purchases or sales of Company Securities made pursuant to any binding contract, specific instruction or written plan entered into while
the purchaser or seller, as applicable, was unaware of any material, nonpublic information and which contract, instruction or plan (i)
meets all requirements of the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), (ii) was pre-cleared in advance pursuant to this Policy, (iii) in the case of
Restricted Persons only, was entered into outside of any applicable blackout period, (iv) has not been amended or modified in any
respect after such initial pre-clearance, if required, without such amendment or modification being pre-cleared in advance pursuant to
this Policy, (v) the participant has acted on in good faith at all times and (vi) contains representations from the participant that (A) they
are not aware of material, nonpublic information about the Company and (B) they are adopting the contract, instruction, or plan in
good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the 1934 Act and Rule 10b-5. For more
information about Rule 10b5-1 trading plans, see Section VI below.
Section III Explanation of Insider Trading
“Insider trading” refers to the purchase or sale of a security while in possession of “material,” “nonpublic” information relating to the issuer of the
security.
“Securities” includes stocks, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments.
“Purchase” and “sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any
contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise
dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions,
Page 4
conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls or other derivative securities.
It is generally understood that insider trading includes the following:
►Trading by insiders while in possession of material, nonpublic information;
►Trading by persons other than insiders while in possession of material, nonpublic information, if the information either was given in
breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; and
►Communicating or tipping material, nonpublic information to others, including recommending the purchase or sale of a security while
in possession of such information, and the purchase or sale of the security by the person receiving the tip.
►
What Facts are Material?
►
The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a
reasonable investor would consider it important in making a decision to buy, sell, hold or make any other investment decision regarding a
security or other financial instrument, or if the fact is likely to have a significant effect on the market price of the security or other financial
instrument. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type
of security, debt, equity or derivative.
►
Examples of material information include (but are not limited to): information about dividends; corporate earnings or earnings
forecasts; possible mergers, acquisitions, tender offers or dispositions; major new products or product developments; important business
developments such as major contract awards or cancellations or changes in major customers or suppliers; management or control changes;
significant borrowing or financing developments including pending public sales or offerings of debt or equity securities; defaults on
borrowings; bankruptcies; significant litigation or regulatory actions; information about the status of significant labor negotiations; major
environmental or product safety incidents; and cybersecurity incidents. Moreover, material information does not have to be related to a
company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security
can be material.
►
Remember, anyone looking closely at your securities transactions will be doing so after the fact, with the benefit of hindsight. As a
practical matter, before engaging in any transaction, you should carefully consider how the Company, enforcement authorities and others
might view the transaction in hindsight.
A good general rule of thumb: When in doubt, do not trade.
What is Nonpublic?
►
Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be
widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Business Wire, Reuters, The
Wall Street Journal, Associated Press or United Press International, a broadcast on widely available radio or
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television programs, publication in a widely available newspaper, magazine or news website, a Regulation FD-compliant conference call
or public disclosure documents filed with the U.S. Securities and Exchange Commission (“SEC”) that are available on the SEC’s website.
►
The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In
addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information.
Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed
to be public.
►
Only you know what you know. The Company cannot provide you with confirmation that you are not in possession of
material, nonpublic information.
►
Who is an Insider?
►
“Insiders” include officers, directors and employees of a company and anyone else who has material, nonpublic information about
a company. Insiders have independent fiduciary duties to their company and its shareholders not to trade on material, nonpublic
information relating to the company’s securities. All Covered Persons should consider themselves insiders with respect to material,
nonpublic information about the Company’s business, activities and Company Securities.
►
Trading by Persons Other than Insiders
►
Insiders (“tipper”) may be liable for communicating or tipping material, nonpublic information to a third party (“tippee”), and
insider trading violations are not limited to trading or tipping by insiders. Such tippees can include, but are not limited to, insiders’ friends,
business associates and family members. Persons other than insiders also can be liable for insider trading, including tippees who trade on
material, nonpublic information tipped to them or individuals who trade on material, nonpublic information that has been misappropriated.
A tipper does not have to profit from a tippee’s transaction to face insider trading liability.
►
Tippees inherit an insider’s duties and are liable for trading on material, nonpublic information illegally tipped to them by an
insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others
who trade. In other words, a tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material,
nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other
gatherings.
►
Penalties for Engaging in Insider Trading
►
Penalties for trading on or tipping material, nonpublic information can extend significantly beyond any profits made or losses
avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the
civil and criminal prosecution of insider trading violations a top priority and they pursue insider trading violations vigorously. Enforcement
remedies available to the government or private plaintiffs under the federal securities laws include:
SEC administrative sanctions;
Securities industry self-regulatory organization sanctions;
Civil injunctions;
Page 6
Damage awards to private plaintiffs;
Disgorgement of all profits;
Civil fines for the violator of up to three times the amount of profit gained or loss avoided;
Civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled
person) of up to the greater of approximately $2,500,000 (as of 2023) or three times the amount of profit gained or loss
avoided by the violator;
Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and
Prison sentences of up to 20 years.
►
In addition, insider trading could result in serious sanctions by the Company, including dismissal. Insider trading violations are not
limited to violations of the federal securities laws. Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire
fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO), also may be violated in connection with insider trading.
►
Size of Transaction and Reason for Transaction Do Not Matter
►
The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC, the
New York Stock Exchange (NYSE) and the Financial Industry Regulatory Authority (FINRA) (the regulatory authority for brokers) have
the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers and dealers are required by law
to inform the SEC of any possible violations by people who may have material, nonpublic information. The SEC aggressively investigates
even small insider trading violations.
►
Prohibition of Records Falsification and False Statements
►
Section 13(b)(2) of the 1934 Act requires companies subject to the 1934 Act to maintain proper internal books and records and to
devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting
rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from
making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC.
These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to the Company’s books and
records from taking action that might result in the communication of materially misleading financial information to the investing public.
►
Section IV Statement of Procedures Preventing Insider Trading
The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading. Every Covered
Person is required to follow these procedures as applicable.
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►
Pre-Clearance of All Trades by Certain Covered Persons and the Company
►
To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety
in connection with the purchase and sale of Company Securities, all transactions in Company Securities by directors, Section 16
Officers (as defined below), all other members of the Executive Committee and any other Covered Person that the Authorizing
Officer deems from time to time to be subject to the pre-clearance requirement set forth in this Section IV or the Company must be
pre-cleared at least two business days in advance of the proposed transaction by the Company’s General Counsel or, if the General
Counsel is not reasonably available, by the Company’s Chief Financial Officer or such other person as the Company’s board of directors
(the “Board”) may designate from time to time (the “Authorizing Officer”). As part of the pre-clearance process, the individual requesting
pre-clearance must confirm that he or she (i) has reviewed and understands this Policy, and (ii) is not in possession of material, nonpublic
information regarding the Company or Company Securities.
►
Discretionary purchases or sales of Company Securities by the Company (or the entry into related trading plans) also require pre-
clearance.
►
Once trading pre-clearance has been granted, it will be effective for five business days. Pre-clearance does not relieve an individual
of their responsibility under SEC rules. Notwithstanding receipt of pre-clearance, if an individual that received pre-clearance becomes
aware of material, nonpublic information or becomes subject to a blackout period before the pre-cleared transaction is effected, the
transaction may not be completed (other than with respect to transactions under 10b5-1 Trading Plans, which are discussed below).
Additionally, a trading pre-clearance may be withdrawn at any time. In the event that a request for pre-clearance is denied, the denial itself
may be material, nonpublic information and must be kept confidential. No Company employee, including any Authorized Officer, will
have any liability for any delay in reviewing, or refusal of, a request for pre-clearance or for a decision to grant or withdraw pre-clearance.
►
Pre-clearance granted by the Authorizing Officer is not a confirmation that the Restricted Person or other applicable person is not
in possession of material, nonpublic information. It is the sole responsibility of each person to ensure that they are not in possession of
material, nonpublic information prior to trading in Company Securities.
►
In addition, to enable the Company to timely file a Form 4 with the SEC, directors and officers (as defined in Rule 16a-1(f) under
the 1934 Act) (collectively, the “Section 16 Officers”) must notify the Company’s General Counsel in writing of any bona fide gift of
Company Securities proposed to be made by such director or Section 16 Officer no later than two business days before the date on which
such gift is to be made.
►
Blackout Periods
►
No Restricted Person shall, directly or indirectly, purchase, sell or recommend that another person purchase or sell any
Company Securities during any blackout period. In addition to the four regularly scheduled blackout periods described above, from
time to time, the Authorizing Officer may implement a special blackout period as a result of actual or potential material developments that
have not yet been disclosed to the public. Such a special blackout period may cover all Covered Persons or only apply to Restricted
Persons or certain specific directors, officers or employees as the Authorizing Officer may determine. All individuals subject to any such
Page 8
special blackout period are prohibited from trading in Company Securities during that special blackout period. The existence of the special
blackout period may itself be material, nonpublic information and must be kept confidential.
►
Exceptions to the prohibition on trading during blackout periods may be approved only by the Authorizing Officer or, in the case
of exceptions for directors, the Board or Audit Committee of the Board. For the avoidance of doubt, the specific transactions described in
Section II above that are generally exempt from this Policy are permitted during blackout periods as well, provided that all other aspects of
this Policy applicable thereto are followed.
►
Post-Termination Transactions
►
Certain obligations under this Policy continue to apply to transactions in Company Securities even after termination of service to
the Company. If an individual is in possession of material, nonpublic information when such individual’s service terminates, the individual
may not trade in Company Securities until that information has become public or is no longer material, due to the passage of time or
otherwise. In addition, if the individual was subject to a blackout period at the time of termination, then such individual remains subject to
the blackout period for its full duration under this Policy.
►
Information Relating to the Company
►
Access to Information
►
Access to material, nonpublic information about the Company, including the Company’s business, earnings or prospects, should be
limited to officers, directors and employees of the Company on a need-to-know basis. In addition, such information should not be
communicated to anyone outside the Company under any circumstances (except in accordance with the Company’s policies regarding the
protection or authorized external disclosure of Company information) or to anyone within the Company other than in the ordinary course
of one’s job responsibilities.
►
In communicating material, nonpublic information to employees of the Company, all officers, directors and employees must take
care to emphasize the need for confidential treatment of such information and adherence to the Company’s policies with regard to
confidential information.
►
Inquiries from Third Parties
►
Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to an
Authorized Spokesperson as designated in the Company’s Regulation FD Policy.
►
Limitations on Access to Company Information
►
The following procedures are designed to maintain confidentiality with respect to the Company’s business operations and
activities.
►
All officers, directors and employees should take all steps and precautions necessary to restrict access to, and secure, material,
nonpublic information by, among other things:
Maintaining the confidentiality of Company-related transactions;
Page 9
Conducting their business and social activities so as not to risk inadvertent disclosure of confidential information. Review of
confidential documents in public places should be conducted so as to prevent access by unauthorized persons;
Restricting access to documents and files (including computer files) containing material, nonpublic information to individuals
on a need-to-know basis (including maintaining control over the distribution of documents and drafts of documents);
Promptly removing and cleaning up all confidential documents and other materials from conference rooms following the
conclusion of any meetings;
Disposing of all confidential documents and other papers, after there is no longer any business or other legally required need,
through shredders when appropriate;
Restricting access to areas likely to contain confidential documents or material, nonpublic information;
Safeguarding laptop computers, tablets, memory sticks, smartphones or other mobile devices and other items that contain
confidential information; and
Avoiding the discussion of material, nonpublic information in places where the information could be overheard by others such
as in elevators, restrooms, hallways, restaurants, airplanes or taxicabs.
►
Personnel involved with material, nonpublic information, to the extent feasible, should conduct their business and activities in
areas separate from other Company activities.
Section V Additional Prohibited Transactions
The Company has determined that there is a heightened legal risk and/or a higher chance of the appearance of improper or inappropriate conduct
if Covered Persons engage in certain types of transactions. Therefore, Covered Persons shall comply with the following policies with respect to
certain transactions in Company Securities:
►
Short Sales
►
Short sales of Company Securities evidence an expectation on the part of the seller that the securities will decline in value, and
therefore signal to the market that the seller questions the Company or its short-term prospects. In addition, short sales may reduce the
seller’s incentive to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited by this
Policy. In addition, as noted below, Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons from making short
sales of the Company’s equity securities, i.e., sales of shares that the insider does not own at the time of sale, or sales of shares against
which the insider does not deliver the shares within 20 days after the sale.
►
Publicly Traded Options
►
A transaction in options is, in effect, a bet on the short-term movement of Company Securities and therefore creates the appearance
that a Covered Person is trading based on material, nonpublic information. Transactions in options also may focus a Covered Person’s
attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other
derivative securities involving Company Securities, on an exchange or any other organized market, are prohibited by this Policy.
Page 10
►
Hedging Transactions
►
Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered
Person to lock in much of the value of such Covered Person’s securities holdings, often in exchange for all or part of the potential for
upside appreciation in the securities. These transactions allow the Covered Person to continue to own the securities, but without the full
risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other
shareholders. Therefore, such transactions or other forms of hedging involving Company Securities are prohibited by this Policy.
►
Purchases of Company Securities on Margin; Pledging Company Securities to Secure Margin or Other Loans
►
Purchasing on margin means borrowing from a brokerage firm, bank or other entity in order to purchase Company Securities
(other than in connection with a “cashless exercise” of stock options or other awards through a broker under the Company’s equity plans).
Margin purchases of Company Securities are prohibited by this Policy. Pledging Company Securities as collateral to secure loans is
prohibited. This prohibition means, among other things, that you cannot hold Company Securities in a “margin account” (which would
allow you to borrow against your holdings to buy securities). You are prohibited from pledging Company Securities as collateral for a loan,
purchasing Company Securities on margin (i.e., borrowing money to purchase the securities) or placing Company Securities in a margin
account. This prohibition does not apply to cashless exercises of stock options under the Company’s equity plans or to situations approved
in advance by the Authorizing Officer.
►
Standing and Limit Orders
►
If a Covered Person uses a standing or limit order, the order must be limited to three business days in duration (except that standing
orders may be used for longer periods under 10b5-1 Trading Plans that comply with the requirements of Rule 10b5-1) unless otherwise
pre-approved in writing by the Authorizing Officer. Standing or limit orders (other than under approved 10b5-1 Trading Plans as described
below) may not execute during a blackout period or while the Covered Person is in possession of material, nonpublic information.
►
Speculation in Company Securities
►
You may not engage in any transaction that has the primary purpose of capitalizing on short-term opposite way movements in the
value of Company Securities. In particular, Covered Persons may not engage in any purchase and sale or sale and purchase of Company
Securities within thirty (30) calendar days where such subsequent transaction results in an investment gain to the individual placing the
transaction.
Section VI Trading Plans, Section 16 and Rule 144
►
Trading Plans
►
Overview
►
Rule 10b5-1 offers a safe harbor to protect Covered Persons from insider trading liability under Rule 10b5-1 for transactions under
a previously established contract, plan or instruction to trade in Company Securities entered into in good faith and in accordance with the
terms of Rule
Page 11
10b5-1 and all applicable state laws (a “10b5-1 Trading Plan”). Transactions entered into pursuant to a properly implemented 10b5-1
Trading Plan will be exempt from the trading restrictions set forth in this Policy. The initiation of, and any modification to, any Trading
Plan (as defined below) will be deemed to be a transaction in Company Securities, and such initiation or modification is subject to all
limitations and prohibitions relating to transactions in Company Securities under this Policy. Adoption of a 10b5-1 Trading Plan by any
Covered Person, and any modification thereof, must be submitted to and certified by the Authorizing Officer, who may impose such
conditions on the implementation and operation of the 10b5-1 Trading Plan as the Authorizing Officer deems necessary or advisable.
However, compliance of the 10b5-1 Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the 10b5-1
Trading Plan are the sole responsibility of the person initiating the 10b5-1 Trading Plan, not the Company or the Authorizing Officer.
►
It is possible to adopt a contract, plan or instruction to trade in Company Securities that is not intended to be compliant with Rule
10b5-1 (an “Alternative Trading Plan” and, together with a 10b5-1 Trading Plan, a “Trading Plan”). Adoption of an Alternative Trading
Plan by any Covered Person, and any modification thereof, must be submitted to and certified by the Authorizing Officer, who may reject
the implementation of such Alternative Trading Plan or impose such conditions on the implementation and operation of the Alternative
Trading Plan as the Authorizing Officer deems necessary or advisable. The Company will only approve Alternative Trading Plans in
extraordinary circumstances.
►
Trading Plans do not exempt individuals from complying with Section 16 reporting requirements or being subject to the
Section 16 short-swing profit rules or liability.
►
Rule 10b5-1 presents an opportunity for Covered Persons to establish arrangements to sell (or purchase) Company Securities
without the restrictions of blackout periods, even when they possess material, nonpublic information (provided all the requirements of Rule
10b5-1 are met as described below). A 10b5-1 Trading Plan may also help reduce negative publicity that may result when Covered Persons
sell Company Securities. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider trading lawsuit. It does not
prevent someone, such as a government enforcement authority, from bringing a lawsuit.
►
Requirements
►
A Covered Person may enter into a Trading Plan only when he or she is not in possession of material, nonpublic information, and,
with respect to Restricted Persons, only outside of any applicable blackout period. Although transactions effected under a Trading Plan will
not require further pre-clearance at the time of the trade, any transaction (including the quantity and price), including, if applicable, bona
fide gifts, made pursuant to a Trading Plan of a Section 16 reporting person must be reported to the Company promptly on the day of each
trade to permit the Company’s filing coordinator to assist in the preparation and filing of a required Form 4, which notice shall also specify
whether the trade was made under a 10b5-1 Trading Plan, an Alternative Trading Plan or otherwise.
►
All 10b5-1 Trading Plans must be pre-approved in writing by the Authorizing Officer. The Covered Person establishing the 10b5-1
Trading Plan must certify in writing to the Company, via a certificate provided to the Authorizing Officer no earlier than two business days
prior to the date
Page 12
that the 10b5-1 Trading Plan is formally established that: (i) the Covered Person is not in possession of material, nonpublic information
concerning the Company; (ii) all trades to be made pursuant to the 10b5-1 Trading Plan will be made strictly in accordance with the terms
of the 10b5-1 Trading Plan and Rule 10b5-1; (iii) the 10b5-1 Trading Plan complies with the requirements of Rule 10b5-1; and (iv) the
Covered Person is adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. The
Authorizing Officer’s approval of a 10b5-1 Trading Plan will not be considered the Authorizing Officer’s or the Company’s confirmation
that such plan satisfies the requirements of Rule 10b5-1. It is the sole responsibility of the Covered Person establishing the 10b5-1
Trading Plan to ensure that the plan complies with the requirements of Rule 10b5-1.
►
Trades pursuant to a Trading Plan generally may occur at any time; provided, however, that the Company requires a cooling-off
period between the establishment of (i) a 10b5-1 Trading Plan and commencement of any transactions under such 10b5-1 Trading Plan of
(A) for directors, Section 16 Officers and all other members of the Executive Committee, the later of (x) 90 days from the adoption of the
10b5-1 Trading Plan and (y) two business days following the filing of the Company’s Form 10-Q or, in the case of the Company’s fourth
fiscal quarter, Form 10-K, for the period in which the 10b5-1 Trading Plan was adopted; provided that the cooling-off period set forth in
this clause (ii)(A) shall not in any event exceed 120 days from the adoption of the applicable 10b5-1 Trading Plan, and (B) for all other
Covered Persons, 30 days from the adoption of the 10b5-1 Trading Plan, and (ii) an Alternative Trading Plan and the commencement of
any transaction under such Alternative Trading Plan of 30 days for all Covered Persons (each of clauses (i) and (ii) for the respective
persons identified, an “Applicable Cooling-Off Period”).
►
No Covered Person may have outstanding at any time more than one 10b5-1 Trading Plan for open market purchases of Company
Securities, and no Covered Person may enter into more than one single-trade 10b5-1 Trading Plan in any 12-month period, except that in
each case a Covered Person may enter into an additional 10b5-1 Trading Plan if such additional plan is a sell to cover arrangement that
authorizes the sale of only enough securities necessary to satisfy tax withholding obligations arising exclusively from the vesting of
compensatory awards, provided that the Covered Person does not otherwise exercise control over the timing of such sales. In addition, a
Covered Person may have two separate 10b5-1 Trading Plans for open market purchases of Company Securities if one is a new 10b5-1
Trading Plan replacing an existing 10b5-1 Trading Plan before the scheduled termination date of such existing 10b5-1 Trading Plan and the
first scheduled trade under the new 10b5-1 Trading Plan does not occur prior to the last trade under the existing 10b5-1 Trading Plan and
otherwise complies with the requirements described above.
►
The Company reserves the right from time to time to suspend, discontinue or otherwise prohibit any transaction in Company
Securities, even pursuant to a previously approved Trading Plan, if the Board, in its discretion, determines that such suspension,
discontinuation or other prohibition is in the best interests of the Company. Any Trading Plan submitted for approval hereunder should
explicitly acknowledge the Company’s right to prohibit transactions in Company Securities. Failure to discontinue purchases and sales as
directed shall constitute a violation of the terms of this Section VI and result in a loss of the exemption set forth herein.
For the avoidance of doubt, this exception does not apply to sales incident to the exercise of option awards.
4
4
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►
This Policy does not prohibit the purchase or sale of Company Securities by the Company in accordance with a 10b5-1 Trading
Plan that complies with all applicable securities laws.
►
Pursuant to Rule 10b5-1, an individual’s purchase or sale of securities will not be “on the basis of” material, nonpublic information
if:
First, before becoming aware of the information, the individual enters into a binding contract to purchase or sell the securities,
provides instructions to another person to sell the securities or adopts a written plan for trading the securities that meets all
requirements of the affirmative defense provided by Rule 10b5-1 (i.e., the 10b5-1 Trading Plan).
Second, the 10b5-1 Trading Plan must either:
►specify the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold and
the date on which the securities are to be purchased or sold;
►include a written formula or computer program for determining the amount, price and date of the transactions; or
►prohibit the individual from exercising any subsequent influence over the purchase or sale of the securities under the
10b5-1 Trading Plan in question (provided that any other person who, pursuant to the contract, instruction, or plan, did
exercise such influence must not have been aware of the material, nonpublic information when doing so).
Third, the purchase or sale must occur pursuant to the 10b5-1 Trading Plan and the individual must not enter into a
corresponding hedging transaction or alter or deviate from the 10b5-1 Trading Plan.
Fourth, the person has at all times acted in good faith with respect to the 10b5-1 Trading Plan and not as part of a plan or
scheme to evade the prohibitions of Rule 10b-5.
►
Terminations and Modifications of Trading Plans
►
Any modification of the amount, price or timing of the purchase or sale of securities (or a modification or change to a written
formula or algorithm, or computer program that affects the amount, price, or timing of the purchase or sale of the securities) of a Trading
Plan (each, a “Covered Modification”) shall constitute the termination of such plan and the adoption of a new plan. Therefore, once a
Trading Plan has been subject to a Covered Modification, the Trading Plan participant will become subject to a new Applicable Cooling-
Off Period as described above. Termination of a Trading Plan is effected upon written notice to the broker. After terminating a Trading
Plan, a Restricted Person should wait until after the end of the next regularly scheduled blackout period before establishing a new Trading
Plan; provided, however, that if the termination of a Trading Plan occurs during a blackout period, a Restricted Person should wait until
after the later of the end of such blackout period or 30 days before establishing a new Trading Plan. Any termination or Covered
Modification will be subject to the prior review and written approval of the Authorizing Officer.
Page 14
►
A person acting in good faith may modify a prior Trading Plan so long as such person does not possess material, nonpublic
information and, with respect to Restricted Persons, the modification occurs outside of any applicable blackout period. For Covered
Modifications, such modified Trading Plan must not take effect until the end of the new Applicable Cooling-Off Period based on the date
of the Covered Modification.
►
Under certain circumstances, a Trading Plan must be terminated or suspended. This includes circumstances such as the
announcement of a tender offer or the occurrence of an event that would cause the transaction either to violate the law or to have an
adverse effect on the Company. The Authorizing Officer or administrator of the Company’s equity plans is authorized to notify the broker
in such circumstances, thereby insulating the insider in the event of termination or suspension.
►
Discretionary Plans
►
Although non-discretionary Trading Plans are preferred, discretionary Trading Plans, where the discretion or control over trading is
transferred to a broker, are permitted if pre-approved by the Authorizing Officer.
►
The Authorizing Officer must certify any Trading Plan, arrangement or trading instructions, etc., involving the transfer of control
over trading to a broker, including but not limited to, blind trusts, discretionary accounts with banks or brokers, or limit orders. The actual
transactions effected pursuant to a certified Trading Plan will not be subject to further pre-clearance for transactions in Company Securities
once the Trading Plan or other arrangement has been pre-approved, unless there is a Covered Modification with respect to any such
Trading Plan.
►
Required Reporting
►
The Company is required to publicly disclose in its quarterly and annual reports with the SEC certain information regarding
director and officer Trading Plans entered into, modified or terminated during the applicable quarterly period. Information that may be
required to be disclosed includes: (i) name and title of such person; (ii) the date on which such person adopted, modified or terminated
such Trading Plan; (iii) the duration of such Trading Plan; and (iv) the aggregate number of Company Securities to be sold or purchased
pursuant to such Trading Plan (clauses (i) through (iv), the “Trading Plan Required Disclosures”). Each director and officer is deemed to
have authorized the public disclosure of the Trading Plan Required Disclosures with respect to their respective Trading Plans.
►
Other Reporting (if Required)
►
If required, an SEC Form 144 will be filled out and filed by the individual/brokerage firm in accordance with the existing rules
regarding Form 144 filings. A footnote at the bottom of the Form 144 should indicate whether the trades “are in accordance with a Trading
Plan that complies with Rule 10b5-1” and the date of the plan should be provided where indicated on the form. For Section 16 reporting
persons, an SEC Form 4 is required to be filed before the end of the second business day following the date that the broker, dealer or plan
administrator informs the individual that a transaction was executed, provided that the date of such notification is not later than the third
business day following the trade date. A similar footnote should be placed at the bottom of the
Page 15
Form 4 as outlined above, and a check box on the Form 4 shall indicate that the transaction was made pursuant to a 10b5-1 Trading Plan or
otherwise.
►
Options
►
Exercises of stock options or other equity awards for cash and corresponding net settlement of such options or awards upon their
expiration may be executed at any time. The “cashless exercise” of a Company stock option or other awards through a broker is subject to
blackout periods. However, the Company will permit same day sales under Trading Plans. If a broker is required to execute a “cashless
exercise” in accordance with a Trading Plan, then the Company must have exercise forms attached to the Trading Plan that are signed,
undated and with the number of shares to be exercised left blank. Once a broker determines that the time is right to exercise the option and
dispose of the shares in accordance with the Trading Plan, the broker will notify the Company in writing and the administrator of the
Company’s equity plans will fill in the number of shares and the date of exercise on the previously signed exercise form. The Covered
Person should not be involved with this part of the exercise.
►
Sell to Cover Transactions
►
Sell to cover transactions through a broker are subject to blackout periods. However, the Company will permit sell to cover
transactions under Trading Plans through the Company’s stock plan administrators. For non-Section 16 reporting persons, sell to cover
transactions are currently the default election for satisfying tax obligations upon vesting of Company equity awards (other than with
respect to option awards, if any), and Trading Plans for this purpose have been established through an instruction provided in an award
agreement or supplementally via email correspondence with the Company. Pursuant to those instructions, a sell to cover transaction will be
consummated on your behalf when an equity award vests, unless you affirmatively notify the General Counsel of your intention to satisfy
tax obligations in another manner. For Section 16 reporting persons and other members of the Executive Committee, you may enter into a
Trading Plan to effect a sell to cover transaction to satisfy the tax obligations upon the vesting of Company equity awards (other than with
respect to option awards, if any) upon instruction to, and approval from, the Authorizing Officer and otherwise in compliance with the
terms herein.
►
Trades Outside of a Trading Plan
►
No Covered Person that has a Trading Plan in place may trade outside of such Trading Plan without the prior written consent of the
Authorizing Officer with respect to each such trade.
►
Public Announcements
►
The Company may make a public announcement that Trading Plans are being implemented in accordance with Rule 10b5-1. It will
consider in each case whether a public announcement of a particular Trading Plan should be made. It may also make public
announcements or respond to inquiries from the media as transactions are made under a Trading Plan. These announcements are separate
from the required SEC disclosures described above under the header “Required Reporting.”
Page 16
►
Prohibited Transactions
►
The transactions prohibited under Section V of this Policy, including among others short sales and hedging transactions, may not
be carried out through a Trading Plan or other arrangement or trading instruction involving potential sales or purchases of Company
Securities.
►
Section 16: Insider Reporting Requirements, Short-Swing Profits and Short Sales (Applicable to Officers, Directors and
10% Shareholders)
►
Reporting Obligations under Section 16(a): SEC Forms 3, 4 and 5
►
Section 16(a) of the 1934 Act generally requires all officers, directors and 10% shareholders (“insiders”), within 10 days after the
insider becomes an officer, director, or 10% shareholder, to file with the SEC an “Initial Statement of Beneficial Ownership of Securities”
on SEC Form 3 listing the amount of the Company’s stock, options and warrants which the insider beneficially owns. Following the initial
filing on SEC Form 3, changes in beneficial ownership of the Company’s stock, options and warrants must be reported on SEC Form 4,
generally within two days after the date on which such change occurs, or in certain cases on Form 5, within 45 days after fiscal year end. A
Form 4 must be filed even if, as a result of balancing transactions, there has been no net change in holdings. In certain situations, purchases
or sales of Company stock made within six months prior to the filing of a Form 3 must be reported on Form 4. Similarly, certain purchases
or sales of Company stock made within six months after an officer or director ceases to be an insider must be reported on Form 4.
►
Recovery of Profits under Section 16(b)
►
For the purpose of preventing the unfair use of information which may have been obtained by an insider, any profits realized by
any officer, director or 10% shareholder from any “purchase” and “sale” of Company stock (including derivatives) during a six-month
period, so called “short-swing profits,” may be recovered by the Company. When such a purchase and sale occurs, good faith is no
defense. The insider is liable even if compelled to sell for personal reasons, and even if the sale takes place after full disclosure and without
the use of any material, nonpublic information.
►
The liability of an insider under Section 16(b) of the 1934 Act is only to the Company itself. The Company, however, cannot waive
its right to short swing profits, and any Company shareholder can bring suit in the name of the Company. Reports of ownership filed with
the SEC on Form 3, Form 4 or Form 5 pursuant to Section 16(a) (discussed above) are readily available to the public, and certain attorneys
carefully monitor these reports for potential Section 16(b) violations. In addition, liabilities under Section 16(b) may require separate
disclosure in the Company’s annual report to the SEC on Form 10-K or its proxy statement for its annual general meeting of shareholders.
No suit may be brought more than two years after the date the profit was realized. However, if the insider fails to file a report of the
transaction under Section 16(a), as required, the two-year limitation period does not begin to run until after the transactions giving rise to
the profit have been disclosed. Failure to report transactions and late filing of reports require separate disclosure in the Company’s proxy
statement or Form 10-K.
►
Officers and directors should consult the “Short-Swing Profit Rule Section 16(b) Checklist” attached hereto as Attachment A in
addition to consulting the Authorizing Officer prior to engaging
Page 17
in any transactions involving Company Securities, including without limitation, the Company’s stock, options or warrants.
►
Short Sales Prohibited Under Section 16(c)
►
Section 16(c) of the 1934 Act prohibits insiders absolutely from making short sales of Company Securities. Short sales include
sales of stock which the insider does not own at the time of sale, or sales of stock against which the insider does not deliver the shares
within 20 days after the sale. Under certain circumstances, the purchase or sale of put or call options, or the writing of such options, can
result in a violation of Section 16(c). Insiders violating Section 16(c) face criminal liability.
►
The General Counsel should be consulted if you have any questions regarding reporting obligations, short-swing profits or short
sales under Section 16.
►
Rule 144 (Applicable to Officers, Directors and 10% Shareholders)
►
Rule 144 provides a safe harbor exemption to the registration requirements of the Securities Act of 1933, as amended, for certain
resales of “restricted securities” and “control securities.” “Restricted securities” are securities acquired from an issuer, or an affiliate of an
issuer, in a transaction or chain of transactions not involving a public offering. “Control securities” are any securities owned by an affiliate
of the issuer, including stock purchased in the open market and stock received upon exercise of stock options. For purposes of this Policy,
“affiliate” will include any director, executive officer, or 10% shareholder of the Company, as well as anyone who was an affiliate during
the preceding three months.
►
Sales of Company Securities by affiliates must comply with the requirements of Rule 144, which are summarized below:
Current Public Information. The Company must have filed all SEC-required reports during the last 12 months.
Volume Limitations. Total sales of Company Securities by an affiliate for any three-month period may not exceed the greater
of: (i) 1% of the total number of the class of outstanding Company Securities being sold, as reflected in the most recent report
or statement published by the Company, or (ii) the average weekly reported volume of such Company Securities traded during
the four calendar weeks preceding the filing of the requisite Form 144.
Method of Sale. The Company Securities must be sold either in a “broker’s transaction” or in a transaction directly with a
“market maker.” A “broker’s transaction” is one in which the broker does no more than execute the sale order and receive the
usual and customary commission. Neither the broker nor the selling person can solicit or arrange for the sale order. In
addition, the selling person must not pay any fee or commission other than to the broker. A “market maker” includes a
specialist permitted to act as a dealer, a dealer acting in the position of a block positioner, and a dealer who holds himself out
as being willing to buy and sell Company Securities for his own account on a regular and continuous basis.
Notice of Proposed Sale. A notice of the sale (a Form 144) must be filed with the SEC at the time of the sale. Brokers
generally have internal procedures for executing sales
Page 18
under Rule 144 and will assist you in completing the Form 144 and in complying with the other requirements of Rule 144.
Holding Period. Affiliates must hold their restricted securities for at least six months prior to making any sales under Rule 144.
There is no holding period required for the sale of securities by affiliates if the securities were not acquired from the Company
or an affiliate of the Company.
►
If you are subject to Rule 144, you must instruct your broker who handles trades in Company Securities to follow the brokerage
firm’s Rule 144 compliance procedures in connection with all trades.
Page 19
SCHEDULE I
RESTRICTED PERSONS – SUBJECT TO QUARTERLY BLACKOUT PERIODS (effective March 31, 2023)
Each member of the Board
Each person designated by the Board as a Section 16 Officer and all other members of the Executive Committee (both Section 16 reporting
persons and non-Section 16 reporting persons)
The lead person responsible for financial planning and analysis, the Treasurer and the Controller
Employees in the legal and finance departments who prepare or assist with preparing the Company’s Form 10-K, Form 10-Q or earnings
releases
All members of the Investor Relations department
The Vice President, Global Total Rewards (or equivalent position)
Such other Covered Persons that are designated as “Restricted Persons” by the General Counsel from time to time
Related Persons of each person listed above
Schedule I
Page 20
ADDENDUM NO. 1 TO SCHEDULE I
Effective concurrently with the commencement of the quarterly blackout period for the second quarter of 2024, the General Counsel
hereby designates the following Covered Persons as “Restricted Persons” and such persons shall be deemed to be added to the list of
“Restricted Persons” on Schedule I hereto:
All members of the Senior Leadership Team
Addendum No. 1 to Schedule I
Page 21
Attachment A
SHORT-SWING PROFIT RULE SECTION 16(b) CHECKLIST
Note: ANY combination of PURCHASE AND SALE or SALE AND PURCHASE within six months of each other by an officer, director
or 10% shareholder (or any family member living in the same household or certain affiliated entities) results in a violation of Section
16(b), and the “profit” must be recovered by Axalta Coating Systems Ltd. (the “Company”). It makes no difference how long the shares
being sold have been held or, for officers and directors, that you were an insider for only one of the two matching transactions. The highest
priced sale will be matched with the lowest priced purchase within the six-month period.
Sales
If a sale is to be made by an officer, director or 10% shareholder (or any family member living in the same household or certain affiliated
entities):
►Have there been any purchases by the insider (or family members living in the same household or certain affiliated entities) within the
past six months?
►Have there been any option grants or exercises not exempt under Rule 16b-3 within the past six months?
►Are any purchases (or non-exempt option exercises) anticipated or required within the next six months?
►Has a Form 4 been prepared?
Note: If applicable, has a Form 144 been prepared and has the broker been reminded to sell pursuant to Rule 144?
Purchases
If a purchase of Company stock (including derivatives) is to be made:
►Have there been any sales by the insider (or family members living in the same household or certain affiliated entities) within the past
six months?
►Are any sales anticipated or required within the next six months (such as tax-related or year-end transactions)?
►Has a Form 4 been prepared?
Before proceeding with a purchase or sale, consider whether you are aware of material, nonpublic information which could affect
the price of the Company Securities. All transactions in Company Securities by directors, Sections 16 Officers and all other
members of the Executive Committee must be pre-cleared by contacting the Authorizing Officer.
Attachment A
Page 22
Exhibit 21.1
Subsidiaries of the Registrant
Axalta China Holding Co. Ltd.
China
Axalta Coating Systems (Changchun) Co. Ltd.
China
Axalta Coating Systems Asia Holding B.V.
Netherlands
Axalta Coating Systems Belgium BVBA
Belgium
Axalta Coating Systems Canada Company
Canada
Axalta Coating Systems Deutschland Holding GmbH & Co. KG
Germany
Axalta Coating Systems Dutch Holding A B.V.
Netherlands
Axalta Coating Systems Dutch Holding B B.V.
Netherlands
Axalta Coating Systems EMEA Holding B.V.
Netherlands
Axalta Coating Systems Finance 1 S.a.r.l.
Luxembourg
Axalta Coating Systems Finance 2 S.a.r.l.
Luxembourg
Axalta Coating Systems Germany GmbH & Co. KG
Germany
Axalta Coating Systems GmbH
Switzerland
Axalta Coating Systems Italy Srl
Italy
Axalta Coating Systems Luxembourg Holding 2 S.a.r.l.
Luxembourg
Axalta Coating Systems Luxembourg Holding S.a.r.l.
Luxembourg
Axalta Coating Systems Mexico, S. de R.L. de C.V.
Mexico
Axalta Coating Systems Singapore Holding Pte Ltd.
Singapore
Axalta Coating Systems U.K. Ltd.
United Kingdom
Axalta Coating Systems U.S. Holdings, Inc.
Delaware (USA)
Axalta Coating Systems U.S. Inc.
Delaware (USA)
Axalta Coating Systems U.S.A., LLC
Delaware (USA)
Axalta Coating Systems UK Holding Ltd.
United Kingdom
Axalta Coating Systems, LLC
Delaware (USA)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-200229, 333-224647, and 333-272519) of Axalta
Coating Systems Ltd. of our report dated February 13, 2025 relating to the financial statements, financial statement schedule, and the effectiveness of internal
control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 13, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chris Villavarayan, certify that:
1.
I have reviewed this annual report on Form 10-K of Axalta Coating Systems Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: February 13, 2025
By:
/s/ Chris Villavarayan
Name:
Chris Villavarayan
Title:
Chief Executive Officer and President
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carl D. Anderson II, certify that:
1.
I have reviewed this annual report on Form 10-K of Axalta Coating Systems Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: February 13, 2025
By:
/s/ Carl D. Anderson II
Name:
Carl D. Anderson II
Title:
Senior Vice President and Chief Financial Officer
Exhibit 32.1
Certification of CEO Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Chris Villavarayan, Chief Executive Officer and President of Axalta Coating Systems Ltd. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2024 (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 13, 2025
By:
/s/ Chris Villavarayan
Name:
Chris Villavarayan
Title:
Chief Executive Officer and President
This certification accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18
of the Securities Exchange Act of 1934, as amended or otherwise subject to liability pursuant to that section. The certification shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of CFO Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Carl D. Anderson II, Senior Vice President and Chief Financial Officer of Axalta Coating Systems Ltd. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2024 (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 13, 2025
By:
/s/ Carl D. Anderson II
Name:
Carl D. Anderson II
Title:
Senior Vice President and Chief Financial Officer
This certification accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18
of the Securities Exchange Act of 1934, as amended or otherwise subject to liability pursuant to that section. The certification shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.