Axalta Coating Systems Ltd

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.

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:

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.