Axalta Coating Systems Ltd.

Previous wording

Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Quarterly Report on Form 10-Q 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 “expect,” “expected,” “believe,” “intended,” “estimate,” “estimated,” “could,” “would,” “may,” “will,” “future,” “plans,” “forecasts,” “forecasted” and “potential,” 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 Quarterly Report on Form 10-Q, 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 tariffs recently imposed by the U.S. and retaliatory actions from other countries, 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 our previously-announced three-year 2024-2026 strategy, 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 as well as “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents that we have filed with, or furnished to, the Securities and Exchange Commission (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” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, could affect our actual financial results or results of operations and could cause actual results to differ ma…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Quarterly Report on Form 10-Q 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“expect,” “expected,” “believe,” “intended,” “estimate,” “estimated,”“estimates,” “judgments,” “designed to,” “likely”, “could,” “would,” “may,” “will,” “future,” “plans,” “forecasts,” “forecasted” and “potential,” 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 Quarterly Report on Form 10-Q, 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 any tariffs imposed by the U.S. and retaliatory actions from other countries, geopolitical and technological factors outside of our control, as well as risks related to the execution of, and assumptions underlying, our tariff mitigation strategies, the 2024 Transformation Initiative, and our previously-announced three-year 2024-2026 strategy, 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 as well as “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents that we have filed with, or furnished to, the Securities and Exchange Commission (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” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, could affect our actual financia…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 43 manufacturing facilities, four technology centers, 45 customer training centers and approximately 12,900 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.

Current wording

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 42 manufacturing facilities, four technology centers, 45 customer training centers and approximately 12,700 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.

Previous wording

Our net sales decreased 2.5%, including a 2.7% headwind from unfavorable foreign currency translation, for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decreased net sales were driven by the unfavorable foreign currency translation and lower sales volumes of 1.5%, partially offset by contributions of 1.1% from the acquisition of The CoverFlexx Group completed in July 2024 (the “CoverFlexx Acquisition”) and higher average selling prices and favorable product mix of 0.6%. The following trends impacted our segment net sales performance for the three months ended March 31, 2025:

Current wording

Our net sales decreased 3.0%, including a 0.8% headwind from unfavorable foreign currency translation, for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decreased net sales were driven by lower sales volumes of 3.6%, partially offset by contributions of 1.1% from the acquisition of The CoverFlexx Group completed in July 2024 (the “CoverFlexx Acquisition”) and higher average selling prices and favorable product mix of 0.3%. The following trends impacted our segment net sales performance for the six months ended June 30, 2025:

Previous wording

•Performance Coatings: Net sales decreased 3.1% for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decreased net sales were driven by lower sales volumes of 2.4% and a headwind from unfavorable foreign currency translation of 2.3% driven by fluctuations of the Euro and Mexican Peso, in each case compared to the U.S. Dollar, partially offset by contributions of 1.6% from the CoverFlexx Acquisition.

Current wording

•Performance Coatings: Net sales decreased 4.4% for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decreased net sales were driven by lower sales volumes of 4.9%, lower average selling prices and unfavorable product mix of 0.9% and a headwind from unfavorable foreign currency translation of 0.2% driven by unfavorable fluctuations of the Mexican Peso, partially offset by favorable fluctuations of the Euro, in each case compared to the U.S. Dollar, partially offset by contributions of 1.6% from the CoverFlexx Acquisition.

Previous wording

•Mobility Coatings: Net sales decreased 1.3% for the three months ended March 31, 2025 compared with the three months ended March 31, 2024. The decreased net sales were driven by a headwind from unfavorable foreign currency translation of 3.4% driven by fluctuations of the Mexican Peso, Brazilian Real and Euro, in each case compared to the U.S. Dollar, partially offset by higher average selling prices and favorable product mix of 1.8% and higher sales volumes of 0.3%.

Current wording

•Mobility Coatings: Net sales decreased 0.2% for the six months ended June 30, 2025 compared with the six months ended June 30, 2024. The decreased net sales were driven by a headwind from unfavorable foreign currency translation of 2.0% driven by unfavorable fluctuations of the Mexican Peso and Brazilian Real, partially offset by favorable fluctuations of the Euro, in each case compared to the U.S. Dollar, furthered by lower sales volumes of 1.1%, partially offset by higher average selling prices and favorable product mix of 2.9%.

Previous wording

Our business serves four end-markets globally with net sales for the three months ended March 31, 2025 and 2024, as follows:

Current wording

Our business serves four end-markets globally with net sales for the three and six months ended June 30, 2025 and 2024, as follows:

Previous wording

n Lower sales volumes across both end-markets

Current wording

n Lower sales volumes driven primarily by Performance Coatings

Previous wording

n Decreased costs of $5 million related to our multi-year enterprise resource planning (“ERP”) system implementation and productivity programs

Current wording

n Decreased costs of $4 million related to our multi-year enterprise resource planning (“ERP”) system implementation and productivity programs

Previous wording

n Decrease of $44 million in termination benefits and other employee-related costs primarily as a result of significantly higher costs associated with the 2024 Transformation Initiative in the prior year period

Current wording

n Decrease of $36 million in termination benefits and other employee-related costs primarily as a result of significantly higher costs associated with the 2024 Transformation Initiative in the prior year period

Previous wording

Research and development expenses remained generally consistent and impacts of currency translation were immaterial when compared to the prior year period.

Current wording

Research and development expenses remained generally consistent and impacts of currency translation were immaterial compared to the prior year period.

Previous wording

n Favorable impact of $9 million attributable to lower principal and decreased variable interest rate on our 2029 Dollar Term Loans

Current wording

n Favorable impact of $5 million attributable to lower principal and decreased variable interest rate on our 2029 Dollar Term Loans

Previous wording

Other expense, net decreased primarily due to the following:

Current wording

Interest expense, net decreased primarily due to the following:

Previous wording

n Increased benefit of $1 million from derivative instruments

Current wording

n Decreased benefit of $1 million from derivative instruments

Previous wording

n Favorable impact of foreign exchange losses of $2 million when compared to the prior year period

Current wording

n Favorable impact of foreign exchange losses of $1 million compared to the prior year period

Previous wording

(1) 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. Prior to January 1, 2025, Bermuda did not impose a corporate income tax rate. For the three months ended March 31, 2025 the statutory income tax rate reflects the Bermuda statutory income tax rate. For the three months ended March 31, 2024, the statutory income tax rate reflects the U.S. federal statutory income tax rate.

Current wording

(1) 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. Prior to January 1, 2025, Bermuda did not impose a corporate income tax rate. For the three and six months ended June 30, 2025 the statutory income tax rate reflects the Bermuda statutory income tax rate. For the three and six months ended June 30, 2024, the statutory income tax rate reflects the U.S. federal statutory income tax rate.

Previous wording

(1) The Government of Bermuda enacted the Bermuda CITA, which imposes a 15% corporate income tax effective for tax years beginning on or after January 1, 2025. Prior to January 1, 2025, Bermuda did not impose a corporate income tax rate. For the three months ended March 31, 2025 the statutory income tax rate reflects the Bermuda statutory income tax rate. For the three months ended March 31, 2024, the statutory income tax rate reflects the U.S. federal statutory income tax rate.

Current wording

(1) The Government of Bermuda enacted the Bermuda CITA, which imposes a 15% corporate income tax effective for tax years beginning on or after January 1, 2025. Prior to January 1, 2025, Bermuda did not impose a corporate income tax rate. For the three and six months ended June 30, 2025 the statutory income tax rate reflects the Bermuda statutory income tax rate. For the three and six months ended June 30, 2024, the statutory income tax rate reflects the U.S. federal statutory income tax rate.

Previous wording

(2) For the three months ended March 31, 2025, earnings generated in jurisdictions where the statutory rate is different from the Bermuda rate is primarily related to earnings in the U.S. and Switzerland. For the three months ended March 31, 2024, earnings generated in jurisdictions where the statutory rate is different from the US. Federal rate is primarily related to earnings in Bermuda, Germany, Luxembourg, and Switzerland.

Current wording

(2) For the three and six months ended June 30, 2025, earnings generated in jurisdictions where the statutory rate is different from the Bermuda rate is primarily related to earnings in Germany, Switzerland, and the United States. For the three and six months ended June 30, 2024, earnings generated in jurisdictions where the statutory rate is different from the U.S. federal rate is primarily related to earnings in Bermuda, Germany, Luxembourg, and Switzerland.

Previous wording

(3) Changes in valuation allowance primarily relates to operations in Luxembourg, the Netherlands, and the United Kingdom, including tax impacts of foreign exchange losses.

Current wording

(3) Changes in valuation allowance primarily relate to operations in Luxembourg, the Netherlands, and the United Kingdom.

Previous wording

n Unfavorable impacts of currency translation due primarily to fluctuations of the Euro and Mexican Peso, in each case, compared to the U.S. Dollar

Current wording

n Favorable impacts of currency translation due primarily to fluctuations of the Euro, British Pound, and Swiss Franc, partially offset by the Mexican Peso, in each case, compared to the U.S. Dollar

Previous wording

n Unfavorable impacts of currency translation due primarily to fluctuations of the Mexican Peso and Euro, in each case, compared to the U.S. Dollar

Current wording

n Favorable impacts of currency translation due primarily to fluctuations of the Euro, compared to the U.S. Dollar

Previous wording

n Decrease of $1 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year period

Current wording

n Decrease of $2 million in inventory charges from obsolescence, quality and yield loss from manufacturing compared to the prior year period

Previous wording

n Unfavorable impacts of currency translation driven by fluctuations of the Mexican Peso, Euro and Brazilian Real, in each case compared to the U.S. Dollar

Current wording

n Unfavorable impacts of currency translation driven by fluctuations of the Mexican Peso and Brazilian Real, in each case compared to the U.S. Dollar

Previous wording

At March 31, 2025, 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 our senior notes (the “Senior Notes”). Our remaining available borrowing capacity under other lines of credit in certain non-U.S. jurisdictions totaled $100 million and March 31, 2025.

Current wording

At June 30, 2025, availability under the Revolving Credit Facility was $779 million, net of $21 million of letters of credit outstanding. All such availability may be utilized without violating any covenants under the Credit Agreement or the indentures governing our senior notes (the “Senior Notes”). Our remaining available borrowing capacity under other lines of credit in certain non-U.S. jurisdictions totaled $101 million at June 30, 2025.

Previous wording

Net cash provided by operating activities for the three months ended March 31, 2025 was $26 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $188 million. This was partially offset by net uses of working capital of $162 million, for which the most significant drivers were decreases in other accrued liabilities of $106 million as well as increases in prepaid expenses and other assets, inventories and accounts and notes receivable of $59 million, $37 million and $18 million, respectively. These outflows were driven primarily by seasonal cash payments for variable incentive compensation, payments of BIPs and rebates, increased production and timing of collections from customers. These outflows were partially offset by increases in accounts payable of $66 million driven by timing of payments to vendors.

Current wording

Net cash provided by operating activities for the six months ended June 30, 2025 was $168 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $409 million. This was partially offset by net uses of working capital of $241 million, for which the most significant drivers were decreases in other accrued liabilities of $111 million as well as increases in prepaid expenses and other assets, inventories and accounts and notes receivable of $89 million, $56 million and $47 million, respectively. These outflows were driven primarily by seasonal cash payments for variable incentive compensation, payments of BIPs and rebates, increased production and timing of collections from customers. These outflows were partially offset by increases in accounts payable of $65 million driven by timing of payments to vendors.

Previous wording

Net cash used for investing activities for the three months ended March 31, 2025 was $44 million. The primary uses were for purchases of property, plant and equipment of $43 million and a business acquisition of $6 million, partially offset by proceeds of $3 million from interest proceeds from swaps designated as net investment hedges, which are discussed further in Note 16 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Net cash used for investing activities for the six months ended June 30, 2025 was $83 million. The primary uses were for purchases of property, plant and equipment of $88 million and a business acquisition of $6 million, partially offset by proceeds of $7 million from interest proceeds from swaps designated as net investment hedges, which are discussed further in Note 16 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Net cash used for financing activities for the three months ended March 31, 2025 was $8 million. The primary use was for contractual debt repayments of $5 million.

Current wording

Net cash used for financing activities for the six months ended June 30, 2025 was $78 million. The primary use was for purchases of our common stock of $65 million and contractual debt repayments of $10 million.

Previous wording

Currency exchange impacts on cash for the three months ended March 31, 2025 were favorable by $8 million, which was driven primarily by the fluctuations of the Euro and Brazilian Real, in each case compared to the U.S. Dollar.

Current wording

Currency exchange impacts on cash for the six months ended June 30, 2025 were favorable by $25 million, which was driven primarily by fluctuations of the Euro, Brazilian Real and Mexican Peso, in each case compared to the U.S. Dollar.

Previous wording

Net cash provided by operating activities for the three months ended March 31, 2024 was $34 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $132 million. This was partially offset by net uses of working capital of $98 million, for which the most significant drivers were decreases in other accrued liabilities of $75 million as well as increases in prepaid expenses and other assets and inventories of $40 million and $20 million, respectively. These outflows were driven primarily by seasonal cash payments for variable incentive compensation, payments of BIPs and increased production. These outflows were partially offset by increases in other liabilities of $22 million largely driven by accruals related to the 2024 Transformation Initiative and timing of payments and accounts payable of $11 million driven by timing of payments to vendors.

Current wording

Net cash provided by operating activities for the six months ended June 30, 2024 was $148 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $327 million. This was partially offset by net uses of working capital of $179 million, for which the most significant drivers were increases in prepaid expenses and other assets, accounts and notes receivable and inventories of $91 million, $35 million and $22 million, respectively, as well as decreases in other accrued liabilities of $62 million. These outflows were driven primarily by payments of BIPs, timing of collections from and payments to customers and vendors, increased production and seasonal cash payments for employee-related benefits. These outflows were partially offset by increases in other liabilities of $24 million largely driven by accruals related to the 2024 Transformation Initiative and timing of payments and accounts payable of $7 million.

Previous wording

Net cash used for investing activities for the three months ended March 31, 2024 was $19 million. The primary use was for purchases of property, plant and equipment of $22 million, partially offset by proceeds of $3 million from interest proceeds from swaps designated as net investment hedges.

Current wording

Net cash used for investing activities for the six months ended June 30, 2024 was $36 million. The primary use was for purchases of property, plant and equipment of $45 million, partially offset by proceeds of $7 million from interest proceeds from swaps designated as net investment hedges.

Previous wording

Net cash used for financing activities for the three months ended March 31, 2024 was $82 million. The primary uses were prepayments of $75 million of the outstanding principal amount of the 2029 Dollar Term Loans, contractual repayments of $6 million on borrowings and payments of $2 million for fees associated with repricing our 2029 Dollar Term Loans in March 2024. The 2029 Dollar Term Loans repricing resulted in $107 million of constructive financing cash inflows and corresponding constructive financing cash outflows.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2024 was $48 million. The primary financing inflow was from borrowing $185 million against our Revolving Credit Facility in connection with the CoverFlexx Acquisition. The primary uses were prepayments of $75 million of the outstanding principal amount of the 2029 Dollar Term Loans, purchases of our common stock of $50 million, contractual debt repayments of $11 million and payments of $4 million for fees associated with repricing our 2029 Dollar Term Loans in March 2024 and increasing borrowing capacity and extending the maturity date of our Revolving Credit Facility in June 2024. The 2029 Dollar Term Loans repricing resulted in $107 million of constructive financing cash inflows and corresponding constructive financing cash outflows.

Previous wording

Currency exchange impacts on cash for the three months ended March 31, 2024 were unfavorable by $9 million, which was driven primarily by the fluctuations of the Euro compared to the U.S. Dollar.

Current wording

Currency exchange impacts on cash for the six months ended June 30, 2024 were unfavorable by $20 million, which was driven primarily by fluctuations of the Euro, Mexican Peso and Brazilian Real, in each case compared to the U.S. Dollar.

Previous wording

We had cash and cash equivalents at March 31, 2025 and December 31, 2024 of $575 million and $593 million, respectively. Of these balances, $418 million and $497 million were maintained in non-U.S. jurisdictions as of March 31, 2025 and December 31, 2024, 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.

Current wording

We had cash and cash equivalents at June 30, 2025 and December 31, 2024 of $625 million and $593 million, respectively. Of these balances, $500 million and $497 million were maintained in non-U.S. jurisdictions as of June 30, 2025 and December 31, 2024, 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.

Previous wording

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 at March 31, 2025 and December 31, 2024, all of which may be borrowed by us without violating any covenants under the Credit Agreement or the indentures governing the Senior Notes.

Current wording

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 $779 million and $778 million at June 30, 2025 and December 31, 2024, respectively, all of which may be borrowed by us without violating any covenants under the Credit Agreement or the indentures governing the Senior Notes.