UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20142017
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.)
Two Commerce Square
2001 Market Street
Suite 3600
Philadelphia, Pennsylvania 19103
(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   New York Stock Exchange
(title of class)   (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  ¨ý    No  ý¨
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  ý
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  ý No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this FromForm 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ý Non-accelerated filer ý¨ Accelerated filer ¨ Small 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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of June 30, 2014,2017, the last day of the registrant's most recently completed second fiscal quarter, the registrant's common stock was not publicly traded. The registrant's common shares, $1.00 par value per share, began trading on the New York Stock Exchange on November 12, 2014. As of that date, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $1.2 billion$7,729.3 million (based on the closing sale price of the common stock on that date on the New York Stock Exchange).
As of February 27, 2015,15, 2018, there were 229,784,358245,076,781 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 20152018 Annual Meeting of the Shareholders. 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, 2014.2017.
     


Table of Contents

Table of Contents
   
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
   
 
 
 
 
 
   
 
 
  

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PART I
ITEM 1. BUSINESS
Axalta Coating Systems Ltd. ("Axalta," the "Company," "we," "our" and "us"), a Bermuda exempted company formed at the direction of an affiliate of The Carlyle Group L.P. ("Carlyle"), was incorporated on August 24, 2012 for the purpose of consummating the acquisition of DuPont Performance Coatings ("DPC"), a business formerly owned by E. I. du Pont de Nemours and Company ("DuPont"), 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"). Axalta, through its wholly-owned indirect subsidiaries, acquired DPC on February 1, 2013.
We are a leading global manufacturer, marketer and distributor of high performance coatings systems. We generate approximately 90% of our revenue in markets where we hold the #1 or #2 global market position, including the #1 position in our core automotive refinish end-market with approximatelyhave over a 25% global market share. We have a nearly 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 and appearance of our customers' products, while improving their productivity and profitability.
Our diverse global footprint of 3549 manufacturing facilities, 7four technology centers, 4547 customer training centers and approximately 12,600more than 13,300 employees allows us to meet the needs of customers in over 130 countries. We serve our customer base through an extensive sales force and technical support organization, as well as through overapproximately 4,000 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.
OurWe operate our business is organized intoin two operating segments, Performance Coatings and Transportation Coatings, serving four end-markets globally as highlighted below:below. See the reconciliation and further discussion of Adjusted EBITDA to the closest U.S. GAAP numbers in Item 7 and Note 23 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Table above reflects numbers for the year ended December 31, 2017. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Net Sales.


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Net sales for our four end-markets and four regions for the year ended December 31, 2017 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 liquid and powder coatings solutions to a fragmented and local customer base. 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, and owners’ propensity to repair their vehicles.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 most focused on coatings brands with a strong track record of performance and reliability. Body shops look for suppliers and brands 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 supplier selection, since inexact matching adversely impacts vehicle appearance and, if repainting is required due to a poor match, can significantly impact the speed and volume of repairs at a given shop.
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.

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Industrial
The industrial end-market is comprised of liquid and powder coatings used in a broad array of end-market applications. Within the industrial end-market, we focus on the following:
General Industrial: coatings for a wide and diverse array of applications, including HVAC, shelving, appliances and electrical storage components, metal furniture, and playground equipment as well as ACE, fencing, valves and specialized coatings used for coating the interior of metal drums and packaging.
Electrical Insulation Systems: coatings to insulate copper wire used in motors and transformers and coatings to insulate sheets forming magnetic circuits of motors and transformers.transformers, computer elements and other electrical components.
Architectural: exterior powder coatings typically used in the construction of commercial structures, residential windows, doors and doors, as well as liquid interior and exterior house paint.cladding.
Transportation: liquid and powder coatings for automotivevehicle components, chassis and wheels to protect against corrosion, provide increased durability and impart appropriate aesthetics.
Oil & Gas: liquid and powder products to coat tanks, pipelines, valves and fittings protecting against chemicals, corrosion and extreme temperatures in the oil & gas industry.
Coil: coatings utilized in various applications such as metal building roof and wall panels, residential and commercial steel roofing, gutters, appliances, lighting, garage and entry doors, HVAC, office furniture and truck trailers.
Wood: coatings utilized in original equipment manufacturers ("OEM") and aftermarket industrial wood markets, including building products, cabinets, flooring and furniture.
Demand in this end-market is driven by a wide variety of macroeconomic factors, such as growth in GDP and industrial production. There has also been an increase in demand for products that enhance environmental sustainability, corrosion resistance and productivity. These global trends are bolstered by regional and industry specific trends. Customers select industrial coatings based on protection, durability and appearance.
Performance Coatings Products and Brands
We offer a comprehensive range of specially-formulated waterborne and solventborne products and systems used by the global automotive repair industry to refinish damaged vehicles. Our refinish products and systems include a range of coatings layers required to match the vehicle’s color and appearance, producing ana repair surface indistinguishable repair.from the adjacent surface.
We provide a systemsystems that allowsenable body shops to match 180,000 activemore than 190,000 color variations, using a database with more than four million formulations, in the global market. Our color sciencetechnology is manifested in the pigment technology that goes into our tints, one of the most technologically advanced parts of the refinish coatings system, which makes up the majority of our products in a body shop. We have a large color library and a number of well-known, long-standing premium brands, including Cromax®, Standox®, Spies Hecker®, and Spies Hecker.our newest mainstream product, Syrox™, which was introduced in EMEA in 2016, as well as other regional and local brands.
Our color matching and retrieval systems allow customers to quickly match any color, preventing body shop technicians from having to repeat the color matching process, multiple times, saving 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 AcquireRxAcquire Plus EFX™ hand-held spectrophotometer. AcquireRx will determineThe Acquire Plus EFX lens reads the color, evaluating both the unique flake and color characteristics forof the specific vehicle. These characteristics may vary significantly, even for vehicles of the same make, model and original color, based ondue to a variety of factors, including a vehicle’s age, plant at which it was assembled, weather conditions and operating history. AcquireRxThe Acquire Plus EFX electronically connects with our ColorNet® database which indicates toand generates for the paint technician the precise mix of tints and colors needed to recreate that specific color instance.needed for the part being repaired. In addition to AcquireRx,the Acquire Plus EFX, we offer our customers several other color matching tools, including our VINdicator® database, which identifies vehicle color based on its vehicle identification number, and traditional color matching wheels.wheels and fan decks.

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 architectural cladding and fittings, automotive coatings, general industrial, job coaters, electrical insulation coatings, HVAC, appliances, aluminum extrusions, rebar and oil & gas pipelines. Through an acquisition completed in 2017, we have also become a leading manufacturer and supplier of wood coatings sold into the building product, cabinet, flooring and furniture end-markets in North America. Our liquid systems are used to provide insulation and corrosion protection for electrical conductors and components, provide chemical resistance for the interiors of metal packaging drums, protect automotive parts and serve as basecoats for alloy and steel wheels. Powder coatings products are often an environmentally responsible, lower cost 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 & gas industry our powder products are used to protect components from corrosion and severe conditions such as extreme temperatures.
Our major industrial brands include Voltatex AquaEC, Chemophan, Lutophen, Stollaquid®, AquaEC™, ZENITH™, Durapon™, Hydropon™ and SyntopalCeranamel™ for liquid coatings and Alesta®, Nap-Gard®, Abcite® and Abcite Plascoat® for powder.

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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 80,000 body shops. The majority of our products are supplied by our network of overapproximately 4,000 independent local distributors. In select regions, such as in parts of Europe, we also sell directly to customers. Distributors 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 with an average relationship length of over 30 years.and continue to contribute to our success in the global refinish market.
Our large sales force manages relationships directly with our customers to drive demand for our products, which in turn are purchased through 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 have established 4547 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. Historically, ourOur customer retention rate haslevels have been around 95%.and continue to be strong.
To effectively reach our customers in the industrial end-market we generally ship directly and leverage a dedicated sales force and technical service team that operates on a regional basis. We are one of only three truly global powder coatings 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 130 countries. No single customer represented more than 5% of our Performance Coatings net sales and ourOur top ten customers accounted for less than 15%approximately 18% of our Performance Coatings net sales during the year ended December 31, 2014.2017.
We
In our industrial and refinish end-markets we serve a broad, fragmented customer basebase. Our industrial end-market is comprised of a wide variety of industrial manufacturers, while our refinish end-market is comprised of approximately 80,000 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 one location 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.
Original Equipment Manufacturer ("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 PPG, BASF and Akzo Nobel, but we also compete against regional players in local markets. Similarly, in the industrial coatings,end-market, we compete against multi-national suppliers, such as Akzo Nobel, PPG, ValsparSherwin-Williams and BASF, and regional players in local markets. We are one of the few performance coatings companies that can provide the customer service, technology, color design capability and product performance necessary to deliver exceptional value to our customers.

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Transportation Coatings
Through our Transportation Coatings segment, we provide advanced coating technologies to OEMs of light and commercial vehicles. These increasingly global customers require a high level of technical support coupled with cost-effective, environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed.
Transportation Coatings End-Markets
Light Vehicle
Demand for light vehicle products is driven by the production of light vehicles in a particular region. Light vehicle OEMs select coatings providers on the basis of their global ability to deliver advanced technological solutions that improve exterior appearance and durability and provide long-term corrosion protection. Customers also look for suppliers that can enhance process efficiency to reduce overall manufacturing costs and provide on-site 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 are able to deliver high-quality products in sufficient quantity while meeting OEM service requirements. Our global scale, differentiated technology platform and customer focus, including on-site support, position us to be a global partner and solutions provider to the most discerning and demanding light vehicle OEMs. We are one of the few coatings producers that can provide OEMs with global product specifications, standardized color development, compatibility with an ever-increasing number of substrates, increasingly complex colors and environmentally responsible coatings while continuing to simplify and reduce steps in the coatings application process.

Commercial Vehicle
Sales in the commercial vehicle end-market are generated from a variety of applications, including non-automotive transportation (e.g., heavy-duty truck ("HDT"),HDT, bus and rail) and agricultural construction equipment ("ACE"),ACE, as well as related markets 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.
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 greater variety of custom colors and advanced product technologies to enable custom designs. Our strong market 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 service. Additionally, to capture further growth we are launching a new suite of products to meet our customers’ evolving needs.
Transportation Coatings Products and Brands
We develop and supply a complete coatings product line for light vehicle OEMs for the original coating of new vehicles. 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, 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.

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The coatings operation is a critical component of the vehicle assembly process, requiring a high degree of precision and speed. 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.(i.e., "high bake"). Our key products consist of the four main coatings layers: electrocoat (AquaEC™), primer (HyperDur™), basecoat (ChromaDyne™) and clearcoat.clearcoat (Lumeera™).
The coatings process accounts for a majority of the total energy consumed during the vehicle manufacturing process. As a result, we have developed consolidated systemsHarmonized Coating TechnologiesTM, including 3-Wet, Eco-Concept and 2-Wet Monocoat, that help our OEM customers lower costs by reducing energy consumption while increasing productivity.
OEMs are also increasingly looking to reduce the weight of vehicles in response to increasing vehicle emissions and fuel consumption regulations. 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 applications including HDT, bus, rail and ACE. 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 70,00073,000 different colors. In the HDT market, 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 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 ExcelPro, Imron Elite, Centari®, Rival®, Corlar® epoxy undercoats and AquaEC.
Transportation Coatings Sales, Marketing and Distribution
We have full-time technical representatives stationed at OEM 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 allows our technical support teams to help improve paint department operating efficiency and provide performance feedback to our formulating chemists and paint manufacturing teams. 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 OEM customers 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 13 countries, our manufacturing facilities provide a local presence that enables us 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. 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 provide on-site technical service representatives that play an important role by helping optimize the painting process and by providing responsive customer support.
Transportation Coatings Customers
We provide our products to light and commercial vehicle customers at over 200 assembly plants worldwide, including nine of the top ten global automotive manufacturers. We have a stable customer base with several relationships dating back approximately 90 years 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 73% of our Transportation Coatings net sales during the year ended December 31, 2017.
Transportation Coatings Competition
We primarily compete against large multi-national suppliers such as PPG and BASF in the light and commercial vehicle end-markets. Additionally, we compete against certain regional players in Asia Pacific. With our state-of-the-art coatings solutions and local presence in key OEM markets, we are one of the few competitors in the industry that offers global manufacturers the combination of high-quality products, personalized, top-rate technical service and short lead-times for product delivery.
KEY RAW MATERIALS
We use thousands of different raw materials, which fall into fiveseven broad categories: liquid resins, powder resins, pigments, solvents, monomers, isocyanates and additives. For the year ended December 31, 2014,On average, our total raw material spend was approximately $1.4 billion, representing approximately 48%represents between 45% and 55% of our cost of sales. We purchase raw materials from a diverse group of suppliers, with our top ten suppliers representing approximately 39%37% of our 20142017 spending on raw materials.

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Approximately 80%67% of the raw materials we procure are derived from crude oil and natural gas. While prices for these raw materials fluctuate with energy prices, such fluctuations are somewhat mitigated by the fact that the majority of our raw materials are fourth to sixth generation derivatives of crude oil and natural gas. As a result, changes in the prices of our raw materials typically lag behind fluctuations in crude oil prices. Moreover, theThe dynamics of supply and demand play as important a much more critical role in our cost of raw materials as doesthan just the price of crude oil. Finally, non-petrochemicalNon-petrochemical based inputs such as minerals that are used to manufacture coating pigments are not significantly affected by volatility in crude oil prices.prices but tend to be impacted by the supply-demand dynamics of their industry.
Historically, to manage raw material volatility, we have used a combination of price increases to customers and, in limited circumstances, contractual raw material recovery mechanisms. Furthermore, sinceSince 2001, despite significant increases and unprecedented volatility in oil prices, our and our legacy company’scompany's variable cost of sales havehas remained stable between 38%36% and 42% of net sales.
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 nearlyover 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 a continued industry shift to more productive,shifts in customer needs. Our markets are amongst the most demanding in the coatings industry with high levels of product performance that continuously evolves, with increasing expectations for productivity on customer lines and with 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 & Developmentresearch and development as well as Technical Support & Development.technical support and manufacturing. In total, as of December 31, 2014,2017, we have more than 1,300approximately 1,400 employees dedicated to technology development. For the years ended December 31, 20142017, 2016 and 2013,2015, our total technology costs incurred were $180.5 million, $179.8 million and $169.0 million, respectively, of which research and development expenses were $49.5$65.3 million, $57.7 million and $40.5$51.6 million, respectively.respectively, with the balances recorded within selling, general and administrative expenses. We operate 7four major technology centers throughout the world where we develop and align our technology investments with regional business needs.needs complemented by over 30 regional laboratories which provide local connection to our global customer base.

PATENTS, LICENSES AND TRADEMARKS
As of December 31, 2014,2017, we had a portfolio of 1,200774 issued patents and more than 250400 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, 2014, 5712017, 194 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 agreements. We have a substantialsignificant number of trademarks and trademark registrations in the United States 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®, AudurraTM, Centari®, Ceranamel®, ChallengerTM, ChemophanTM, ColornetColorNet®, Corlar®, Cromax®, Cromax MosaicTM®, Durapon 70®, DuxoneTM, Harmonized Coating Technologies®, HydroponTM, Imron®, Imron EliteTM, Imron ExcelProTM, LutophenTM, Nap-Gard®, Nason®, Reflecsun™, RivalTM®, Spies Hecker®, Standox®, StollaquidTM, SyntopalTM, Vermeera™SyroxTM, Vermeera® and Voltatex®, which are protected under applicable intellectual property laws and are our property and the property of us and our subsidiaries.
Although we consider 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
We are party to 1011 joint ventures, five of which are focused on the industrial end-market. We are the majority shareholder, exercise control and fully consolidate all but three of our joint ventures. Our fully consolidated joint venture-related net sales were $218.4$296.0 million, $231.7 million and $221.9$204.5 million for the years ended December 31, 20142017, 2016 and 2013,2015, 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."
EMPLOYEES
As of December 31, 2014,2017, we had approximately 12,60013,300 employees located throughout the world consisting of sales, technical, manufacturing operations, supply chain and customer service personnel. This figure does not include joint venture employees and contractors.

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As of December 31, 2014,2017, approximately 64%41% of our employees globally were covered by organized labor agreements, including works councils, with fewer than 50 employees in the United States covered by organized labor agreements. We consider our employee relations to be excellent.good overall.
ENVIRONMENTAL, HEALTH SAFETY AND ENVIRONMENTALSAFETY
We are subjectcommitted to variousenvironmental stewardship and to health, safety and sustainability excellence in our global operations. We understand that industrial manufacturing processes can pose impacts to the environment and safety risks to our employees and others when not managed properly. We operate in compliance with applicable laws and regulations around the world governingwhich govern the protection of the environment and health and safety of our employees and neighboring communities, including the discharge of pollutants to air and water and the management and disposal of hazardous substances. We have an excellent
Safety is integrated into the way we do business. Our safety record. Our enhanced focusprogram is structured on the foundation that every employee is engaged in and committed to improving operating practices. One of Axalta’s key objectives is the continued progress toward reducing employee injuries and illnesses worldwide. When health and safety incidents do occur, we strive to determine the causes and environmental improvements haseliminate the potential for future similar incidents. In 2017, Axalta’s injury and illness performance resulted in a 54% reduction in0.45 OSHA Recordable Incident Rate, compared to the 1.2 OSHA Recordable Incident Rate for the General Chemical Industry (according to the US Bureau of Labor Statistics 2016 data).
Our Environment, Health, Safety (EHS) and Sustainability policies are a key element of the foundation upon which we develop, market, manufacture, and distribute products and services to our Total Recordable Safety Incident rate from year-end 2003global customers. In 2017 we established a Board-level committee responsible for our policies, performance, strategy and compliance matters related to year-end 2014, which is seven times better than the 2012 U.S. coatings industry average (0.35 versus a U.S. industry average of 2.44). Furthermore, all ofEHS and sustainability. We operate our manufacturing facilities are ISO14001 certified.
using a common set of internal standards applicable to our business. These standards support the advancement of each site’s performance, while building capability and consistency across all levels of the organization. We believe that all of our manufacturing and distribution facilities are operated in compliance in all known material respects withto existing environmental requirements, including the operating permits required thereunder at our facilities. From time to time, we may be subject to notices of violation from environmental regulatory agencies or other claims regarding our compliance with environmental requirements. For example, in April 2014, the U.S. Environmental Protection Agency (the "EPA") issued a notice of violation regarding certain hazardous waste management requirements relating to our Front Royal, Virginia facility, and has proposed a penalty of $0.6 million in connection with such notice. We have responded to the EPA, disputed the basis upon which the EPA has alleged a violation and continue to discuss the resolution of this matter with the EPA. In addition, the EPA has informed us that it may issue a notice of violation in connection with the alleged failure by our Front Royal facility prior to the Acquisition to report certain chemical emissions data in 2009, 2010 and 2011 required to be reported to the EPA under federal law. We believe that we are currently in compliance with such reporting requirements and will work with the EPA to resolve any alleged past violations. We do not expect that either of these compliance issues will have a material impact on us.
In addition, manyMany of our manufacturing sites have a long history of industrial operations and cleanup is or may be required at a number of these locations. Although we are indemnified by DuPont for certain environmental liabilities and we do not expect outstanding cleanup obligations to have a material impact on our financial position, the ultimate cost of cleanup is subject to a number of variables and difficult to accurately predict. We may also incur significant additional costs as a result of contamination that is discovered and/or cleanup obligations that are imposed at these or other properties in the future.

During 2016, Axalta achieved a global, multi-site certification for RC14001. This certification incorporates the elements of the American Chemistry Council’s Responsible Care Program including product safety and compliance, process safety and security, as well as the ISO 14001 certification specifically related to our environmental stewardship program.
WHERE YOU CAN FIND MORE INFORMATION
Our website address is www.axaltacs.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 Securities and Exchange Commission ("SEC"). We also post all financial press releases, including earnings releases, to our website. 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 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. These risks are not unlike the risks we have faced in the recent past nor are they unlike risks faced by our competitors. 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 significantly. While the factors listed here are considered to be the more significant factors, no such listthey should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles which may adversely affect our businesses and our results of operations.
Risks Related to our Business
Risks Related to Execution of our Strategic and Operating Plans
Our business performance is impacted by economic conditions and, particularly, by conditions in the light vehicle and commercial vehicle end-markets. Adverse developments in the global economy, in regional economies or in the light vehicle and commercial vehicle end-markets could adversely affect our business, financial condition and results of operations.
The growth of our business and demand for our products is affected by changes in the health of the overall global economy, regional economies and, in particular, of the light vehicle and commercial vehicle end-markets. Our business is adversely affected by decreases in the general level of global economic activity, such as decreases in business and consumer spending, construction activity and industrial manufacturing. Economic developments affect businesses such as ours in a number of ways. AFor example, a tightening of credit in financial markets could adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations, could result in a decrease in or cancellation of orders for our products and services and could 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.
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 could reduce demand from these end-markets for our products, materially adversely affecting our business, financial condition and results of operations. Weak economic conditions could depress new car sales and/or production, reducing demand for our light vehicle OEM coatings and limit the growth of the car parc. These factors could, in turn, cause a related decline in demand for our automotive refinish coatings because, as the age of a vehicle increases, the general 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, which could decrease demand for our industrial and commercial coating 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 and industrial manufacturing. Disruptions in the United States, Europe or in other economies, or weakening of emerging markets, such as Brazil or China, could adversely affect our sales, profitability and/or liquidity.
We may be unable to successfully execute on our growth initiatives, business strategies or operating plans.
We are executing on a number of growth initiatives, strategies and operating plans designed to enhance our business. For example, we are undertaking certain operational improvement initiatives with respect to realigning our manufacturing facilities in Europemultiple regions. In 2017, we began our realignment by shutting down two facilities and adding two facilities which are smaller and more agile to meet our customers’ requirements. We will continue this realignment in the coming years. We are also growing our sales force in emerging markets and end-markets where we are underrepresented. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits, including growth targets and cost savings, we expect to achieve or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans; increased difficulty and cost in implementing these efforts; and the incurrence of other unexpected costs associated with operating the business. Moreover,Further, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates 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.

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Increased competition may adversely affect our business, financial condition and results of operations.
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. Some of our competitors are larger than us and have greater financial resources than we do. Other competitors are smaller and may be able to offer more specialized products. We believe that technology, product quality, product innovation, breadth of product line, technical expertise, distribution, service, local presence and price are the key competitive factors for our business. Competition in any of these areas may reduce our net sales and adversely affect our earnings or cash flow by resulting in decreased sales volumes, reduced prices and increased costs of manufacturing, distributing and selling our products.
Weather conditions may reduce the demand for some of our products and could have a negative effect on our business, financial condition and results of operations.
From time to time, weather conditions 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 market demand for our refinish coatings. Conversely, harsh weather conditions or severe storms can force our customers to reduce or suspend operations, thereby reducing the amount of products they purchase from us. Any such reductions in customer purchases could have a material adverse effect on our business, financial condition and results of operations.
Improved safety features on vehicles and insurance company influence may reduce the demand for some of our products and could have a negative effect on our business, financial condition and results of operations.
Vehicle manufacturers continue to develop new safety features such as collision avoidance technology and self-driving vehicles that may reduce vehicle collisions in the future, potentially negatively impacting demand for our refinish coatings. In addition, insurance companies may influence vehicle owners to use body shops that do not use our products, which could also potentially negatively impact 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 and results of operations.
The loss of or reduced purchases by any of our largest customers, or the consolidation of MSOs, distributors and/or body shops, could adversely affect our business, financial condition and results of operations.
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 7.7%6.7% of our 20142017 net sales and our largest distributor accounted for approximately 2.8%4.4% of our 20142017 net sales. Consolidation of any of our customers, including MSOs, distributors and body shops, could decrease our customer base and impact our results of operations if the resulting business chooses to use one of our competitors for the consolidated business. The loss of any of our large customers or distributors,significant changes in their level of purchases, as a result of changes in business conditions, working capital levels, product requirements, consolidation or otherwise, could have a material adverse effect on our business, financial condition and results of operations.
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 those 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 such that our products cannot be delivered in a timely fashion or such that we incur additional shipping costs that we could not pass on to our customers, our costs may increase and our relationships with certain of our customers may be adversely affected. In addition, if our distributors or 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 and results of operations could be adversely affected.
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 for products over time. In the event that a customer is unwilling or unable to fulfill its obligations under these arrangements, we may incur a financial loss. 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. 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 and results of operations.

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Price increases or interruptions in the supply of raw materials 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 worldwide supply and demand as well as other factors beyond our control. We use a significant amount of raw materials derived from crude oil and natural gas. As a result, volatile oil and gas prices can cause significant variations in our raw materials costs, affecting our operating results. Depending on our contractual arrangements and economic conditions,In rising raw material price environments, we may be unable to pass along these increased raw materials costs to our customers. In declining raw material price environments, 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. In addition to the risks associated with raw materials price increases,prices, supplier capacity constraints, supplier production disruptions or the unavailability of certain raw materials could result in supply imbalances that may have a material adverse effect on our business, financial condition and results of operations.
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 and results of operations.
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. We plan to grow our business by focusing on developing and marketing our solutions to meet increasing demand for productivity. Our ability to execute this strategy and our other growth plans successfully could be adversely affected by 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. 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 substantial 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. A failure to develop commercially successful products or to develop additional uses for existing products could materially adversely affect our business, financial results or results of operations. Further, sales of our new products could replace sales of some of our current products, offsetting the benefit of even a successful product introduction.
Our business, financial condition and results of operations could be adversely impacted by business disruptions security threats and security breaches.threats.
Business disruptions, including supply disruptions, increasing costs for energy, temporary plant and/or power outages and information technology system and network disruptions, could harm our operations as well as the operations of our customers, distributors or suppliers. We face security threats and risks of security breaches to our facilities, data and information technology infrastructure.facilities. Although it is impossible to predict the occurrence or consequences of business disruptions security threats or security breaches,threats, they could harm our reputation, subject us to material liabilities, result in reduced demand for our products, make it difficult or impossible for us to deliver products to our customers or distributors or to receive raw materials from suppliers and create delays and inefficiencies in our supply chain. Further, while
Our information technology systems are subject to security risks.
We rely on information technology systems to conduct business. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of cyber attackers. In addition, by utilizing third parties to perform certain business and administrative functions, we may be exposed to greater risk of data security breaches. Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. 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, reputational damage and third-party claims, any of which could have a material adverse effect on our business, financial condition or results of operations. 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,cyber attacks, theft and other security breaches. These types of attacks have been attempted against our systems from time to time, and our protective measures may not be adequate to ensure that our operations will not be disrupted, should another such an event occur in the future.
Our efforts to minimize business disruptions and security breaches may fail. Such business disruptions and security breaches could significantly increase our cost of doing business, damage our reputation, and/or have a material adverse effect on our business, financial condition and results of operations.
Our ability to conduct our business might be negatively impacted if we experience difficulties with outsourcing and similar third-party relationships.
We outsource certain business and administrative functions and rely on third parties to perform certain services on our behalf. We may do so increasingly in the future. If we fail to develop and implement our outsourcing strategies, such strategies prove to be ineffective or fail to provide expected cost savings, or our third party providers fail to perform as anticipated, we may experience operational difficulties, increased costs, reputational damage and a loss of business that may have a material adverse effect on our business, financial condition and results of operations. By utilizing third parties to perform certain business and administrative functions, we may be exposed to greater risk of data security breaches. Any breach of data security could damage our reputation and/or result in monetary damages, which, in turn could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to our Global Operations
As a global business, we are subject to risks associated with our non-U.S. operations that are not present in the United States.
We conduct our business on a global basis, with approximately 73%67% of our 20142017 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 will entail further international expansion, particularly in emerging markets. Changes in local and regional economic 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, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, 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. For example, if the U.S. withdraws from or engages in renegotiation of trade agreements such as the North American Free Trade Agreement, or more aggressively prosecutes trade disputes with countries like China, our ability to do business and execute our growth strategies could be adversely affected. Our international operations also present risks associated with terrorism, political hostilities, war and other civil disturbances, the occurrence of which could lead to reduced net sales and profitability. Our international sales and operations are also sensitive to changes in foreign national priorities, including government budgets.
Our day-to-day operations outside the United States are subject to cultural and language barriers and the need to adopt different business practices in different geographic areas. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. standards and procedures.
Any payment of distributions, loans or advances to and from our subsidiaries 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. In particular, our operations in Brazil, China India and VenezuelaIndia where we maintain local currency cash balances are subject to import authorization or pricing controls. Our results of operations and/or financial condition could be adversely impacted, possibly materially, if we are unable to successfully manage these and other risks of international operations in a volatile environment.
Currency risk may adversely affect our financial condition and cash flows.
We derive a significant portion of our net sales from outside the United States 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 for financial statement reporting purposes 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 other currencies in countries where we operate 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 Mexican peso and the Venezuelan bolívar.Russian ruble. For example, unfavorable movement in the Euro negatively impacted our results of operations in prior periods and a further decline of the Euro could affect future periods. 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 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 and cash flows.

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Terrorist acts, conflicts, wars and natural disasters may materially adversely affect our business, financial condition and results of operations.
As a multinational company with a large international footprint, we are subject to increased risk of damage or disruption to us, our employees, 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 attacks and natural disasters, the national and international responses to terrorist attacks and natural disasters or perceived threats to national security and other actual or potential conflicts or wars may create economic and political uncertainties. In addition, as a multinational company with headquarters and significant operations located in the United States, actions against or by the United States could result in a decrease in demand for our products, make it difficult or impossible to deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and pose risks to our employees, resulting in the need to impose travel restrictions. A catastrophic 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, 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 and results of operations.
The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.
In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union ("EU") in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the United Kingdom formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. We have substantial R&D and manufacturing operations in Europe and a significant portion of our business involves cross border transactions throughout the region. We cannot predict how the British referendum or similar votes by other European Union member states will impact our operations and business. In addition, these developments, or the perception that any of them could occur, have caused and may continue to cause significant volatility in the global financial markets as well as business conditions in Europe and beyond. This volatility may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our common shares.

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. 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"), 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 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 United States, which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing 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 rolled-outintroduced training since becoming an independent company, there can be no guarantee that these policies, procedures and training will effectively prevent violations by our employees or representatives in the future. Additionally, we face a risk that our distributors and other business partners may violate the FCPA, the Bribery Act or similar laws or regulations. Such violations could expose us to FCPA and Bribery Act liability and/or our reputation may potentially be harmed by their violations and resulting sanctions and fines.
Our international operations require us to comply with anti-terrorism laws and regulations and applicable trade embargoes.
We are subject to trade and economic sanctions laws and other restrictions on international trade. The U.S. and other governments and their agencies impose sanctions and embargoes on certain countries, their governments and designated parties. In the United States, the economic and trade sanctions programs are principally administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect our business, financial condition and results of operations. Although we have implemented trade-related policies and procedures and rolled-outintroduced training since becoming an independent company, we cannot assure you that such policies, procedures and training will effectively prevent violations in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.

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We cannot predict the nature, scope or effect of future regulatory requirements to which our international sales and manufacturing operations might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries in which some of our products may be manufactured or sold, or could restrict our access to, or increase the cost of obtaining, products from foreign sources. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
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. We could be liable for loss or misuse of our customers’ personal information and/or our employee’s personally-identifiable information if we fail to prevent or mitigate such misuse or breach. 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.

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 to 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, 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 of the matter, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and, at multi-party sites, other Potentially Responsible Parties ("PRPs") and the number and financial viability of 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, DuPont 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 DuPont. We could incur material additional costs if DuPont 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. These laws and regulations also change frequently, and we may incur additional costs complying with stricter environmental requirements that are promulgated in the future. Concerns over global climate change as well as more frequent and severe weather events have also promoted a number of legal and regulatory measures as well as social initiatives intended to reduce greenhouse gas and other carbon emissions. 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 or financial condition. Moreover, we cannot predict how legal, regulatory and social responses to concerns about global climate change will impact our business.
As a producer of coatings, we 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, these materials could cause substantial property damage 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.

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Our results of operations could be adversely affected by litigation.
We face risks arising from various litigation matters 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 claims for third party property damage or personal injury. For instance, we have noted a 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 noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public. In addition, 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 and results of operations. In particular, product liability claims, regardless of their merits, could be costly, divert management’s attention and adversely affect our reputation and demand for our products.
Risks Related to Human Resources
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 senior management in our industry is intense. Our ability to meet our performance goals depends upon the personal efforts and abilities of the principal members of our senior management who provide strategic direction, develop our business, manage our operations and maintain a cohesive and stable work environment. We cannot assure you that we will retain or successfully recruit senior executives, or that their services will remain available to us.

We rely on qualified managers and skilled employees, such as scientists, with technical and manufacturing industry experience in order to operate our business successfully. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees. If we are unable to attract and retain sufficient numbers of qualified individuals or our costs to do so increase significantly, our operations could be materially adversely affected.
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 United States 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 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 and results of operations 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, 2014,2017, approximately 0.5%0.1% of our U.S. workforce was unionized and approximately 64%55% of our workforce outside the United States was unionized or otherwise covered by labor agreements. Consequently, we may be subject to potential union campaigns, work stoppages, union negotiations and other potential 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, 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 decreased operating results. Further, we may be impacted by work stoppages at our suppliers or customers that are beyond our control.

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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 United States 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 strategic 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. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. 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 and results of operations.
We have applied for patent protection relating to certain existing and proposed products, processes and services in certain jurisdictions. While we generally consider applying for patents in those countries where we intend to make, have made, use or sell patented products, we may not accurately assess all of the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. Furthermore, we cannot assure you that our pending patent applications will not be challenged by third parties or that such applications will eventually be issued by the applicable patent offices as patents. We also cannot assure you that the patents issued as a result of our foreign patent applications will have the same scope of coverage as our U.S. patents. It is possible that only a limited number of the pending patent applications will result in issued patents, which may have a materially adverse effect on our business and results of operations.

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. Furthermore, our existing patents are subject to challenges from third parties that may result in invalidations and 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 those products and 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 rely on unpatented proprietary technology. 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 may also 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 third parties to use our trademarks. 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.
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 intellectual property rights claims brought against us, 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 cash flow, business, financial condition and results of operations. 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.

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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 may continue to seek to grow through strategic acquisitions, joint ventures or other arrangements. Our due diligence reviews in these transactions may not identify all of the material 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, expenses associated with eliminating duplicate facilities, 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 in managing strategic investments. Additionally, we may not achieve the benefits we anticipate when we first enter into a transaction in the amount or time frameon 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 may make strategic 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 and could affect our future financial condition and results of operations. Acquisitions and divestitures may also require us to devote significant internal resources and could divert management's attention away from operating our business.

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 joint venture arrangements, and may enter into additional joint venture arrangements in the future. 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.
The insurance we maintain may not fully cover all potential exposures.
Our product liability, property, business interruption 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 and results of operations.
We may need to recognize impairment charges related to goodwill, identifiable intangible assets and fixed assets.
Under the acquisition method of accounting, the net assets acquired wereare recorded at fair value as of the acquisition date, of the Acquisition, with any excess purchase price allocated to goodwill. The AcquisitionOur acquisitions have resulted in significant balances of goodwill and identifiable intangible assets. We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year, unless conditions exist that would require a more frequent evaluation. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.
There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our results of operations and financial position.

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We recently completed the transition of our IT systems. If we experience any issues related to the recent transition, it may have a material adverse effect on our results of operations.
We recently completed the transition of IT systems from DuPont to our own platform, including the establishment of a global IT support team. There are inherent risks associated with transitioning and changing these types of systems, and while we completed the transition in October 2014, if there are any issues surrounding this recent transition, it could result in a potential disruption of our business and substantial unplanned costs, which could have a material adverse effect on our business, financial condition or results of operations.
Our Predecessor financial information may not be comparable to the Successor financial information.
Our Predecessor financial information may not reflect what our results of operations and cash flows would have been had we been a separate, standalone entity during those periods and may not be indicative of what our results of operations and cash flows will be in the future. As a result, you have limited information on which to evaluate our business. This is primarily because:
Our Predecessor combined financial information has been derived from the financial statements and accounting records of DuPont and reflects assumptions made by DuPont. Those assumptions and allocations may be different from the comparable expenses we would have incurred as a standalone company;
Certain general corporate expenses were historically allocated to the Predecessor period by DuPont that, while reasonable, may not be indicative of the actual expenses that would have been incurred had we been operating as a standalone company, nor are they indicative of the costs that will be incurred in the future as a standalone company;
Our working capital requirements historically were satisfied as part of DuPont’s corporate-wide cash management policies. Since becoming a standalone company, we no longer rely on DuPont for working capital. In connection with the Acquisition, we incurred a large amount of indebtedness and will therefore assume significant debt service costs. As a result, our cost of debt and capitalization is significantly different from that reflected in the Predecessor financial information; and
Following the Acquisition, we have experienced increases in our costs, including the cost to establish an appropriate accounting and reporting system, debt service obligations, providing healthcare and other costs of being a standalone company.
See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Note 8 to the consolidated and combined financial statements included elsewhere in this Annual Report.
DuPont’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, DuPont still has performance obligations to us, such as transferring pension assets, andincluding fulfilling indemnification requirements. We could incur material additional costs if DuPont fails to meet its obligations or if we otherwise are unable to recover costs associated with such liabilities.
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 in various jurisdictions may be subject to significant change. Our future 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 laws or their interpretation, such as interpretations as to the legality of tax advantages granted under the EU state aid rules. Our tax returns and other tax matters are subject to examination by local tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the 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 operating results, cash flows and financial condition could be adversely affected.
On December 22, 2017, the U.S. Tax Cuts and Jobs Act ("U.S. TCJA") legislation was enacted into law, which significantly revises the U.S. Internal Revenue Code of 1986, as amended. While our current tax accounting and future expectations are provisional and based on our present understanding of the provisions under the U.S. TCJA, further interpretive guidance of the U.S TCJA's provisions could result in further adjustments that could have an impact on our future results of operations, cash flows or financial positions. In addition, it is uncertain if and to what extent various states and localities will conform to the newly enacted federal tax law.
If we are treated as a financial institution under FATCA, withholding tax may be imposed on payments on our common shares.
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"“Code”), and applicable Treasury Regulations commonly referred to as "FATCA" generally“FATCA” may impose 30% withholding on certain "withholdable payments" and, in the future, may impose such withholding on "foreign“foreign passthru payments"payments” made by a "foreign“foreign financial institution" (each asinstitution” (as defined in the Code) that has entered into an agreement with the U.S. Internal Revenue Service to perform certain diligence and reporting obligations with respect to the foreign financial institution’s U.S.-owned accounts. Such withholding on “foreign passthru payments” will apply from January 1, 2019 at the earliest. The applicable Treasury Regulations treat an entity as a "financial institution"“financial institution” if it is a holding company formed in connection with or availed of by a private equity fund or other similar investment vehicle established with an investment strategy of investing, reinvesting or trading in financial assets. The term “foreign passthru payment” is currently not defined. The United States has entered into an intergovernmental agreement (an "IGA"“IGA”) with Bermuda, which modifies the FATCA withholding regime described above, although the U.S. Internal Revenue Service and Bermuda tax authorities have not yet provided final guidance regarding compliance with the Bermuda IGA.above. It is not clear whether we would be treated as a financial institution subject to the diligence, reporting and withholding obligations under FATCA or the Bermuda IGA. Furthermore, it is not yet clear how the Bermuda IGA will address foreign passthru payments. Prospective investors should consult their tax advisors regarding the potential impact of FATCA, the BermudanBermuda IGA and any non-U.S. legislation implementing FATCA, on their investment in our common shares.

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We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holdersholders 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 thatyou 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 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, 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, 2014,2017, we had approximately $3.7$3.9 billion of indebtedness on a consolidated basis, including $750.0$500.0 million of our 2024 Dollar Senior Notes (as defined herein), $305.3$399.7 million of our 2024 Euro Senior Notes (as defined herein), $2,165.5$536.9 million of our 2025 Euro Senior Notes (as defined herein), $1,960.0 million of the 2024 Dollar Term Loan Facilityfacility (as defined herein) and $481.0$472.5 million of the 2023 Euro Term Loan Facilityfacility (as defined herein). In addition, as of December 31, 2017, we had no outstanding borrowings under our Revolving Credit Facility (as defined herein) and approximately $384.5$364.5 million in borrowing capacity available under our Revolving Credit Facility, after giving effect to $15.5$35.5 million of outstanding letters of credit. As of December 31, 2014,2017, we were in compliance with all of the covenants under our outstanding debt instruments.

Our substantial indebtedness could have important consequences.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 increased 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;
hinder our ability to adjust rapidly to changing market conditions;
limit our ability to secure adequate bank financing in the future with reasonable terms and conditions or at all; and
increase our vulnerability to and limit our flexibility in planning for, or reacting to, a potential downturn in general economic conditions or in one or more of our businesses.
We are more leveraged than some of our competitors, which could adversely affect our business plans. A relatively greater portion of our cash flow is used to service debt and other financial obligations. This reduces the funds we have available for working capital, capital expenditures, acquisitions and other purposes and given current credit constriction, may make it more difficult for us to make borrowingsborrow in the future. Similarly, our relatively greater leverage increases our vulnerability to, and limits our flexibility in planning for, adverse economic and industry conditions and creates other competitive disadvantages compared with other companies with relatively less leverage.
In addition, the indentures governing the New Senior Notes (as defined herein) and the agreements governing our Senior Secured Credit Facilities (as defined herein) contain affirmative and negative covenants that limit our and certain of our subsidiaries’ ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our debts.
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.
Our operations are conducted through our subsidiaries and our ability to make cash payments on our indebtedness will depend on the earnings and the distribution of funds from our subsidiaries. None of our subsidiaries, however, is obligated to make funds available to us for payment on our indebtedness. Further, the terms of the instruments governing our indebtedness significantly restrict our subsidiaries from paying dividends and otherwise transferring assets to us. Our ability to make cash payments on and refinance our debt obligations, to fund planned capital expenditures and to meet other cash requirements will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

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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, seekingissuing additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. 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 our use of the proceeds from such sales, and we may not be able to consummate those dispositions or to 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. In the event of such 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 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. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under the credit agreement governing our Senior Secured Credit Facilities or the indentures governing the New Senior Notes to avoid being in default. If we breach our covenants under our Senior Secured Credit Facilities or New Senior Notes or we are in default thereunder and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the credit agreement governing our Senior Secured Credit Facilities and our New Senior Notes, the lenders could exercise their rights, as described above, 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 or we may pay dividends in the future. 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. Although the indentures governing the New 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 also will not prevent us from incurring obligations that, although preferential to our common shares in terms of payment, do not constitute indebtedness. As of December 31, 2014,2017, we had $384.5$364.5 million of additional borrowing capacity under our Revolving Credit Facility, after giving effect to $15.5$35.5 million of outstanding letters of credit.
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—Indebtedness.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 volatile 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, allowing access to additional credit features and otherwise accessing capital and/or honoring loan commitments. 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.

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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 or exploit business opportunities;
increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and
place us at a competitive disadvantage.

Difficult and volatile conditions in the capital, credit and commodities markets and in the overall economy could have a material adverse effect on our financial position, results of operations and cash flows.
Difficult global economic conditions, including concerns about sovereign debt and significant volatility in the capital, credit and commodities markets, could have a material adverse effect on our financial position, results of operations and cash flows. These global economic factors, combined with low levels of business and consumer confidence and high levels of unemployment in certain parts of the world, have precipitated a slow recovery from the global recession and concern about a return to recessionary conditions. The difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:
as a result of the volatility in commodity prices, we may encounter difficulty in achieving sustained market acceptance of past or future price increases, which could have a material adverse effect on our financial position, results of operations and cash flows;
under difficult market conditions there can be no assurance that borrowings under our Revolving Credit Facility would be available or sufficient, 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 various provisions in the credit agreement governing our Senior Secured Credit Facilities or the indentures governing the New Senior Notes, and in such case, there can be no assurance that we can obtain such waivers at a reasonable cost, if at all;
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.
In general, downturns in economic conditions can cause fluctuations in demand for our and our customers’ products, product prices, volumes and margins. Future economic conditions may not be favorable to our industry and future growth in demand for our products, if any, may not be sufficient to alleviate any existing or future conditions of excess industry capacity. A decline in the demand for our products or a shift to lower-margin products due to deteriorating economic conditions could have a material adverse effect on our financial condition and results of operations and could also result in impairments of certain of our assets. We do not know if market conditions or the state of the overall economy will continue to improve in the near future. We cannot provide assurance that a continuation of current economic conditions or a further 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.
Our debt obligations may limit our flexibility in managing our business.
The indentures governing our New Senior Notes and the credit agreement governing our Senior Secured Credit Facilities require us to comply with a number of customary financial and other covenants, such as maintaining leverage ratios in certain situations and maintaining insurance coverage. See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Condition." These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we were to default on the indentures governing our New Senior Notes, the credit agreement governing our Senior Secured Credit Facilities or other debt instruments, our financial condition and liquidity would be adversely affected.

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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.
Our operations are conducted almost entirely through our subsidiaries and our ability to generate cash to meet our debt service obligations or to make future dividend payments, if any, is highly dependent on the earnings and the receipt of funds from our subsidiaries in the form of dividends, 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. We do not currently expect to declare or pay dividends on our common shares for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common shares, the credit agreement governing our Senior Secured Credit Facilities and the indentures governing the New Senior Notes significantly restricthave certain restrictions over the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Bermuda law imposes requirements that may restrict our ability to pay dividends to holders of our common shares. In addition, there may be significant tax and other legal restrictions on the ability of foreign subsidiaries or joint ventures to remit money to us.
The price of our common shares may 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 could fluctuate significantly for various reasons, including:
our operating and financial performance and prospects;
our quarterly or annual earnings or those of other companies in our industry;
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common shares or the stock of other companies in our industry;
the failure of research analysts to cover our common shares;
strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;restructurings, or market rumors regarding such actions;
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
changes in accounting standards, policies, guidance, interpretations or principles;
the impact on our profitability temporarily caused by the time lag between when we experience cost increases until these increases flow through cost of sales because of our method of accounting for inventory, or the impact from our inability to pass on such price increases to our customers;
material litigations or government investigations;
changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;
changes in key personnel;
sales of common shares by us, CarlyleBerkshire Hathaway Inc.'s affiliate ("Berkshire") or members of our management team;
termination or expiration of lock-up agreements with our management team and principal shareholders;
the granting of restricted common shares, stock options and other equity awards;
volume of trading in our common shares; and
the realization of any risks described under this "Risk Factors"“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 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 company, 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 litigations. If such a suit were to arise, it could have a substantial cost and divert our resources regardless of the outcome.

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If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired and investors’ views of us could be harmed.
The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. One key aspect of the Sarbanes-Oxley Act is that we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, with auditor attestation of the effectiveness of our internal controls, beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2015.controls. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our common shares could decline and we could be subject to sanctions or investigations by the NYSE,New York Stock Exchange ("NYSE"), the SEC or other regulatory authorities, which would require additional financial and management resources.
Our ability to successfully implement our business plan and comply with the Sarbanes-Oxley Act requires us to be able to prepare timely and accurate financial statements, among other requirements. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors. Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we were to conclude, and our independent registered public accounting firm were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on the market price for our common shares, and could adversely affect our ability to access the capital markets.
We have incurred and will continue to incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.
As a publicly traded company, we have incurred and will continue to incur additional legal, accounting and other expenses that we did not previously incur. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules of the SEC and the NYSE, impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to these compliance initiatives as well as investor relations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we have incurred additional costs to maintain such coverage.
Furthermore, if we are not able to comply with these requirements in a timely manner, the market price of our common shares could decline and we could be subject to potential delisting by the NYSE and review by the NYSE, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources and could harm our business and the market price of our common shares.
We are controlled by Carlyle, whose interests in our business may be different than yours.
As of December 31, 2014, Carlyle owned 74.12% of our common shares and is able to control our affairs in all cases. Pursuant to a principal stockholders agreement, a majority of our Board of Directors has been designated by Carlyle. As a result, Carlyle or its respective designees to our Board of Directors have the ability to control the appointment of our management, the entering into of mergers, sales of substantially all or all of our assets and other extraordinary transactions and influence amendments to our memorandum of association and bye-laws. So long as Carlyle continues to own a majority of our common shares, they will have the ability to control the vote in any election of directors and will have the ability to prevent any transaction that requires shareholder approval regardless of whether other shareholders believe the transaction is in our best interests. Additionally, pursuant to our principal stockholders agreement, Carlyle will continue to have the ability to designate a majority of our directors until it owns less than 25% of the outstanding common shares. In any of these matters, the interests of Carlyle may differ from or conflict with your interests. Moreover, this concentration of share ownership may also adversely affect the trading price for our common shares to the extent investors perceive disadvantages in owning shares of a company with a controlling shareholder. In addition, Carlyle is in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are our significant existing or potential suppliers or customers. Carlyle may acquire or seek to acquire assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.

25


We do not intend 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.
We do not intend to declare and pay dividends on our common shares for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth and potentially reduce our indebtedness. Therefore, you are not likely to receive any dividends on your common shares for the foreseeable future and 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, however, will be at the discretion of our Board of Directors 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 considerations that our Board of Directors deems relevant. The credit agreement governing our Senior Secured Credit Facilities and the indentures governing the New Senior Notes also effectively limit our ability to pay dividends. 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.
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 public offerings. We may also issue additional common shares or convertible debt securities to finance future acquisitions. We havesecurities. As of February 15, 2018, we had 1,000,000,000 common shares authorized and as of February 27, 2015, 229,784,358245,076,781 common shares outstanding. 171,452,380 of our common shares, or 74.61% of our total outstanding common shares are restricted from immediate resale under the lock-up agreements between our executive officers, directors and certain of our current shareholders and the underwriters that participated in our initial public offering ("IPO"). However, these shares will become available for sale following the expiration of the lock-up agreements, which, without the prior consent of the representatives of the underwriters, is May 11, 2015, subject to compliance with the applicable requirements under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act").
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 that may occur pursuant to Carlyle’sthe registration rights of Berkshire, 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“Certain Relationships and Related Transactions and Director Independence."
We are a "controlled company" within the meaning of the rules of the NYSE and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Our shareholders do not have the same protections afforded to shareholders of companies that are subject to such requirements.
For so long as Carlyle collectively owns a majority in voting power of our outstanding common shares, we will continue to be a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:
the requirement that a majority of such company’s board of directors consist of independent directors;
the requirement that such company have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
the requirement that such company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
the requirement for an annual performance evaluation of such company’s nominating and corporate governance committee and compensation committee.
We currently utilize, and intend to continue to utilize, these exemptions for so long as we continue to qualify as a "controlled company." While exempt, we will not have a majority of independent directors and our nominating and corporate governance and compensation committees will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, our shareholders do not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.
Upon the sale of a sufficient number of shares by Carlyle, we will no longer be a controlled company, and we may have difficulties complying with NYSE rules relating to the composition of our board of directors listed above.

26


We intend to comply with these NYSE rules if we cease to be a controlled company. However, there can be no assurance that we will be able to attract and retain the number of independent directors needed to comply with NYSE rules during the phase-in period for compliance.
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 United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States 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 doubtful 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 United States 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 (the "Companies Act"), 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 proscribed 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 act 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 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 United States, 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 United States.
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 of Directors. These provisions provide for:
a classified Board of Directors with staggered three-year terms;
directors only to be removed for cause once the number of common shares owned by Carlyle ceases to be more than 50%;cause;
restrictions on the time period in which directors may be nominated; and
our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue the preference shares without shareholder approval.
These anti-takeover defenses 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 cause us to take corporate actions other than those you desire.

27


ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters is located in Philadelphia, PA. Our extensive geographic footprint is comprised of 3549 manufacturing facilities (including 913 manufacturing sites operated by our joint ventures), 7four major technology centers and 4547 customer training centers supporting our global operations. The table below presents summary information regarding our facilities as of December 31, 2014.
2017.
Type of Facility/Country  Location  Segment
Manufacturing Facilities      
North America      
Canada  Ajax  Transportation
CornwallPerformance
United States of America  Front Royal, VA  Performance; Transportation
   Ft. Madison, IA  Performance; Transportation
   Houston, TX  Performance
  High Point, NCPerformance
Hilliard, OHPerformance; Transportation
Jacksonville, TX Performance
   Mt. Clemens, MI  Performance; Transportation
  Toledo,Orrville, OH Performance; TransportationPerformance
   
Latin America      
ArgentinaBuenos AiresPerformance; Transportation
Brazil  Guarulhos  Performance; Transportation
Mexico  Monterrey  Performance
   Ocoyoacac  Performance; Transportation
   Tlalnepantla  Performance; Transportation
Venezuela ValenciaPerformance; Transportation
   
EMEA      
Austria  Guntramsdorf  Performance; Transportation
Belgium  Mechelen  Performance; Transportation
France  Montbrison  Performance
Germany  Wuppertal  Performance; Transportation
   Landshut  Performance
NetherlandsZuidlandPerformance
Sweden  Vastervik  Performance
Switzerland  Bulle  Performance
Turkey  Gebze  Performance; Transportation
United Kingdom  Darlington  Performance
  Farnham Performance
HuthwaitePerformance
TewksburyPerformance
West BromwichPerformance
Asia Pacific      
Australia  Riverstone  Performance; Transportation
China  Changchun  Performance; Transportation
   Jiading  Performance; Transportation
India  Savli  Performance; Transportation
Malaysia  Kuala Lumpur  Performance
  Shah AlamPerformance
ThailandBangpleePerformance

Type of Facility/CountryLocationSegment
Joint Venture Owned Manufacturing
Facilities
      
China  Chengdu  Performance
   Dongguan  Performance
   Huangshan  Performance
   Qingpu  Performance
   Shangdong  Performance
Colombia  Cartagena de Indias  Performance
Indonesia  Cikarang  Performance
Taiwan  Taipei  Transportation
Guatemala  Amatitlan  Performance

28


TypeUnited States of Facility/CountryAmerica LocationMadison, AL SegmentPerformance
Riverside, CAPerformance
   
Joint Venture Partner-OwnedPartner Manufacturing Facilities      
ChinaWuhanPerformance
JapanAmagasakiTransportation
ChibaTransportation
South AfricaDurbanTransportation
  Port Elizabeth  Transportation
Russia  Moscow  Transportation
   
Technology Centers      
BelgiumMechelenPerformance; Transportation
China  Shanghai  Performance; Transportation
FranceMontbrisonPerformance
Germany  WuppertalPerformance; Transportation
MexicoMexico City  Performance; Transportation
United States of America  Mt. Clemens, MI  Performance; Transportation
   Wilmington, DE  Performance; Transportation
   
Customer Training Centers  Location by Region  Number of Facilities
   North America  108
   Latin America  7
   EMEA  1518
   Asia Pacific  1314
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 effect on us.us as discussed in Note 8 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. See Part I, Item 1A, "Risk Factors—Risks Related to our Business—Risks Related to Legal and Regulatory Compliance and Litigation—Our results of operations could be adversely affected by litigation" and Part I, Item 1A, "Risk Factors—Risks Related to our Business—Risks Related to Other Aspects of our Business—DuPont’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."
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


29


PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Share Price and Dividends
Our common shares are traded on the New York Stock Exchange ("NYSE")NYSE under the symbol "AXTA". Our common shares first began trading on the NYSE on November 12, 2014."AXTA." The high and low sales prices for our common shares from November 12, 2014 through December 31, 2014for the two most recent fiscal years were $27.50 and $19.50, respectively.as follows:
 20172016
Quarter EndedHighLowHighLow
First Quarter (March 31)$33.06
$27.20
$29.66
$20.67
Second Quarter (June 30)34.10
30.67
30.45
24.80
Third Quarter (September 30)33.60
27.77
29.59
25.79
Fourth Quarter (December 31)38.20
28.04
28.37
24.27
As of February 27, 2015,15, 2018, there were approximately 308 registered holders of record of ourAxalta’s common shares.stock as shown on the records of the Company’s transfer agent. A substantially greater number of holders of Axalta common stock 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. Instead, we intend to reinvest earnings in our business. The declaration and payment of any dividends in the future will be determined by our boardBoard of directors,Directors, in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition and contractual restrictions, including covenants in the agreements governing our New Senior Notes and Senior Secured Credit Facilities, which may limit our ability to pay dividends.
Recent Sales of Unregistered Securities
From August 24, 2012 through December 31, 2014, we have granted to our officers and employees options to purchase an aggregate of 17,821,350 of our common shares with per share exercise prices equal to $5.92, $7.21, $8.88 and $11.84 under our equity incentive plans.None.
From August 24, 2012 through December 31, 2014, certain of our officers and employees have exercised options granted under our equity incentive plans to purchase a total of 363,248 of our common shares for an aggregate purchase price of approximately $3 million. From August 24, 2012 through December 31, 2014, certain of our officers and directors have purchased an aggregate of 1,604,382 of our common shares at an aggregate purchase price of approximately $10 million.
Quarterly Stock Market Price
Quarter EndedHighLow
Fourth Quarter (November 12, 2014 - December 31, 2014)$27.50$19.50

30


Stock Performance
The line graph illustrated below compares the cumulative total shareholder value return of our common shares since theour initial public offering 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 500 Chemicals Index ("S&P 500 Chemicals"). This graph assumes an investment of $100 in our common shares and each index (with all dividends reinvested) on November 12, 2014.2014, the date on which our common shares began trading on the NYSE.

31


ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical consolidated and combined financial data and other information of Axalta. As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and liabilities at fair value. The financial reporting periods presented are as follows:
The years ended December 31, 2012, 2011 and 2010 and the period from January 1, 2013 through January 31, 2013 ("Predecessor" periods) reflect the combined results of operations of the DPC business.
The years ended December 31, 2014 and 2013 through 2017 ("Successor" periods) reflect the consolidated results of operations of Axalta, which include the effects of acquisition accounting commencing on the acquisition date of February 1, 2013 and the effects of the refinancing of our Senior Secured Credit Facilities that was consummated on February 3, 2014.2013.
The historical results of operations and cash flow data for the years ended December 31, 2014 and 2013 through 2017 and the historical balance sheet data as of December 31, 2014 and 2013 through 2017 presented below were derived from our Successor audited financial statements and the related notes thereto and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K. As of and for the Successor period of August 24, 2012 (inception date) through December 31, 2012, the Successor had no operations or activity prior to the Acquisition, other than merger and acquisition costs of $29.0 million, which consisted primarily of investment banking, legal and other professional advisory services costs.
The historical combined financial data for the years ended December 31, 2012, 2011 and 2010 as well as the period January 1, 2013 through January 31, 2013 have been derived from the Predecessor audited combined financial statements and the related notes thereto for the DPC business.

32


Our historical financial data and that of the DPC business are not necessarily indicative of our future performance, nor does such data reflect what our financial position and results of operations would have been had we operated as an independent company during the periods shown.
 SuccessorPredecessor
 Year Ended December 31,
Period from January 1
through
January 31,
Year Ended December 31,
(In millions, except per share data)201420132013201220112010
Statement of Operations Data:      
Net sales$4,361.7
$3,951.1
$326.2
$4,219.4
$4,281.5
$3,802.0
Other revenue29.8
35.7
1.1
37.4
34.3
27.8
Total revenue4,391.5
3,986.8
327.3
4,256.8
4,315.8
3,829.8
Cost of goods sold (1)
2,897.2
2,772.8
232.2
2,932.6
3,074.5
2,676.0
Selling, general and administrative expenses (2)
991.5
1,040.6
70.8
873.4
869.1
827.6
Research and development expenses49.5
40.5
3.7
41.5
49.6
52.4
Amortization of acquired intangibles83.8
79.9




Merger and acquisition related expenses
28.1




Operating income369.5
24.9
20.6
409.3
322.6
273.8
Interest expense, net217.7
215.1


0.2
1.1
Bridge financing commitment fees
25.0




Other expense, net115.0
48.5
5.0
16.3
20.2
0.6
Income (loss) before taxes36.8
(263.7)15.6
393.0
302.2
272.1
Provision (benefit) for income taxes2.1
(44.8)7.1
145.2
120.7
99.1
Net income (loss)34.7
(218.9)8.5
247.8
181.5
173.0
Less: Net income attributable to noncontrolling interests7.3
6.0
0.6
4.5
2.1
4.9
Net income (loss) attributable to controlling interests$27.4
$(224.9)$7.9
$243.3
$179.4
$168.1
Per share data:      
Net Income (loss) per share:      
Basic$0.12
$(0.97)    
Diluted$0.12
$(0.97)    
Basic weighted average shares outstanding229.3
228.3
    
Diluted weighted average shares outstanding230.3
228.3
    
       
Other Financial Data:      
Cash flows from:      
Operating activities$251.4
$376.8
$(37.7)$388.8
$236.2
$203.2
Investing activities(178.5)(5,011.2)(8.3)(88.2)(116.6)(77.3)
Financing activities(123.2)5,098.1
43.0
(290.6)(125.1)(125.0)
Depreciation and amortization308.7
300.7
9.9
110.7
108.7
111.2
Capital expenditures(188.4)(107.3)(2.4)(73.2)(82.7)(80.2)

33


 SuccessorPredecessor
 Year Ended December 31,Year Ended December 31,
(In millions)20142013201220112010
Balance sheet data:     
Cash and cash equivalents$382.1
$459.3
$28.7
$18.8
$21.9
Working capital (3)
926.2
952.2
605.2
640.0
604.4
Total assets6,252.8
6,737.1
2,878.6
2,833.6
2,823.8
Debt, net of discount3,696.4
3,920.9
0.2
0.9
0.8
Total liabilities5,140.8
5,525.3
1,181.6
1,028.5
1,059.1
Total shareholders’ equity/combined equity1,112.0
1,211.8
1,697.0
1,805.1
1,764.7
 SuccessorPredecessor
 Year Ended December 31,
Period from January 1
through
January 31,
(In millions, except per share data)201720162015201420132013
Statements of Operations Data:      
Net sales$4,352.9
$4,068.8
$4,083.9
$4,356.6
$3,946.9
$326.2
Other revenue24.1
23.9
26.1
29.8
35.7
1.1
Total revenue4,377.0
4,092.7
4,110.0
4,386.4
3,982.6
327.3
Cost of goods sold (1)
2,779.6
2,527.6
2,597.3
2,897.2
2,772.8
232.2
Selling, general and administrative expenses (2)
997.7
962.5
914.8
991.5
1,040.6
70.8
Venezuela asset impairment and deconsolidation charge70.9
57.9




Research and development expenses65.3
57.7
51.6
49.5
40.5
3.7
Amortization of acquired intangibles101.2
83.4
80.7
83.8
79.9

Merger and acquisition related expenses



28.1

Income from operations362.3
403.6
465.6
364.4
20.7
20.6
Interest expense, net147.0
178.2
196.5
217.7
215.1

Bridge financing commitment fees



25.0

Other expense, net25.7
142.7
111.2
115.0
48.5
5.0
Income (loss) before income taxes189.6
82.7
157.9
31.7
(267.9)15.6
Provision (benefit) for income taxes141.9
38.1
62.1
0.1
(46.2)7.1
Net income (loss)47.7
44.6
95.8
31.6
(221.7)8.5
Less: Net income attributable to noncontrolling interests11.0
5.8
4.2
7.3
6.0
0.6
Net income (loss) attributable to controlling interests$36.7
$38.8
$91.6
$24.3
$(227.7)$7.9
Per share data:      
Net income (loss) per share:      
Basic net income (loss) per share$0.15
$0.16
$0.39
$0.11
$(1.00) 
Diluted net income (loss) per share$0.15
$0.16
$0.38
$0.11
$(1.00) 
Basic weighted average shares outstanding240.4
238.1
233.8
229.3
228.3
 
Diluted weighted average shares outstanding246.1
244.4
239.7
230.3
228.3
 
       
Other Financial Data:      
Cash flows from:      
Operating activities$540.0
$559.3
$409.8
$251.4
$376.8
$(37.7)
Investing activities(689.6)(257.0)(166.2)(173.8)(5,011.2)(8.3)
Financing activities367.3
(232.6)(84.7)(123.2)5,098.1
43.0
Depreciation and amortization347.5
322.1
307.7
308.7
300.7
9.9
Purchases of property, plant and equipment(125.0)(136.2)(138.1)(188.4)(107.3)(2.4)




 Successor
 December 31,
(In millions)20172016201520142013
Balance sheet data:     
Cash and cash equivalents$769.8
$535.4
$485.0
$382.1
$459.3
Working capital (3)
1,233.4
977.9
955.2
854.7
918.5
Total assets6,832.2
5,866.2
5,839.8
6,152.4
6,631.9
Indebtedness3,915.6
3,263.9
3,441.5
3,614.3
3,822.1
Total liabilities5,424.4
4,619.6
4,706.5
5,046.3
5,422.9
Total shareholders’ equity1,407.8
1,246.6
1,133.3
1,106.1
1,209.0
Cash dividends declared per common share




The above financial information has been adjusted to reflect the correction of immaterial prior period errors described further in Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, inclusive of $5.1 million ($3.1 million after tax) and $4.2 million ($2.8 million after tax) for the Successor years ended December 31, 2014 and 2013, respectively.
(1)InCost of goods sold includes the impacts to the Successor year ended December 31, 2013 cost of goods sold included the impact of $103.7 million attributable to the increaseincreases in inventory value resulting from the fair value adjustmentadjustments associated with our acquisition accounting for inventories.inventories of $103.7 million.
(2)Selling, general and administrative expense included transition-related expensesfor the Successor years ended December 31, 2017, 2016 and 2015 include costs primarily associated with our Axalta Way cost-savings initiatives of $127.1$63.8 million, $77.6 million and $231.5$64.4 million, respectively. Selling, general and administrative expense for the Successor years ended December 31, 2014 and 2013 respectively. Additionally, during the Predecessor period ended December 31, 2012, $0.7include costs primarily associated with transition-related and cost-savings initiatives of $127.1 million in employee separation and asset related costs were recorded.$231.5 million, respectively.
(3)Working capital is defined as current assets less current liabilities.


34


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward looking statements as a result of various factors, including, without limitation, those set forth under Part I, Item 1A, "Risk Factors," and other matters included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated and combined financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K, as well as the information presented under Part II, Item 6, "Selected Financial Data" of this Annual Report on Form 10-K.
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 Section 27A of the Securities Actfederal securities laws and should be evaluated as such. Forward-looking statements include information concerningregarding industry outlook as well as possible or assumed future results of operations, including descriptions of our business plan, strategies and strategies.capital structure. These statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast,""forecast" and other similar expressions. 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, uncertainties and assumptions, including, but not limited to, the risks and uncertainties described in "Non-GAAP Financial Measures" and "Forward-Looking Statements," as well as "Risk Factors" 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 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. Factors that may materially affect such forward-looking statements and projections include:
adverse developments in economic conditions and, particularly, in conditions in the automotive and transportation industries;
volatility in the capital, credit and commodities markets;
our inability to successfully execute on our growth strategy;
risks associated with our non-U.S. operations;
currency-related risks;
increased competition;
risks of the loss of any of our significant customersweather conditions or the consolidation of MSOs, distributors and/or body shops;
price increases or interruptions in our supply of raw materials;
failure to develop and market new products and manage product life cycles;
litigation and other commitments and contingencies;
significant environmental liabilities and costs as a result of our current and past operations or products, including operations or products related to our business prior to the Acquisition;
unexpected liabilities under any pension plans applicable to our employees;
risk that the insurance we maintain may not fully cover all potential exposures;
failure to comply with the anti-corruption laws of the United States and various international jurisdictions;
failure to comply with anti-terrorism laws and regulations and applicable trade embargoes;
business disruptions, security threats and security breaches;
our ability to protect and enforce intellectual property rights;
intellectual property infringement suits against us by third parties;
our substantial indebtedness;
our ability to obtain additional capital on commercially reasonable terms may be limited;
our ability to realize the anticipated benefits of any acquisitions and divestitures;

35


our joint ventures’ ability to operate according to our business strategy should our joint venture partners fail to fulfill their obligations;
ability to recruit and retain the experienced and skilled personnel we need to compete;
work stoppages, union negotiations, labor disputes and other matters associated with our labor force;
terrorist acts, conflicts, wars and natural disasters that may materially adversely affect our business, financial condition and results of operations;
transporting certain materials that are inherently hazardous due to their toxic nature;
weather conditionssevere storms that may temporarily reduce the demand for some of our products;
reduced demand for some of our products as a result of improved safety features on vehicles and insurance company influence;
the amountrisks of the loss or change in purchasing levels of any of our significant customers or the consolidation of MSOs, distributors and/or body shops;
our reliance on our distributor network and third-party delivery services for the distribution and export of certain of our products;
credit risk exposure from our customers;
price increases or interruptions in our supply of raw materials;
failure to develop and market new products and manage product life cycles;
business disruptions, security threats and security breaches, including security risks to our information technology systems;
risks associated with our outsourcing strategies;
risks associated with our non-U.S. operations;
currency-related risks;
terrorist acts, conflicts, wars and natural disasters that may materially adversely affect our business, financial condition and results of operations;
failure to comply with the anti-corruption laws of the United States and various international jurisdictions;

failure to comply with anti-terrorism laws and regulations and applicable trade embargoes;
risks associated with protecting data privacy;
significant environmental liabilities and costs fees, expensesas a result of our current and past operations or products, including operations or products related to our business prior to the Acquisition;
transporting certain materials that are inherently hazardous due to their toxic nature;
litigation and other commitments and contingencies;
ability to recruit and retain the experienced and skilled personnel we need to compete;
unexpected liabilities under any pension plans applicable to our employees;
work stoppages, union negotiations, labor disputes and other matters associated with our labor force;
our ability to protect and enforce intellectual property rights;
intellectual property infringement suits against us by third parties;
our ability to realize the anticipated benefits of any acquisitions and divestitures;
our joint ventures’ ability to operate according to our business strategy should our joint venture partners fail to fulfill their obligations;
risk that the insurance we maintain may not fully cover all potential exposures;
the risk of impairment charges related to being a public company;goodwill, identifiable intangible assets and fixed assets;
risks associated with changes in tax rates or regulations, including unexpected impacts of the new U.S. Tax Cuts and Jobs Act legislation, which may differ with further regulatory guidance and changes in our current interpretations and assumptions;
our substantial indebtedness;
our ability to obtain additional capital on commercially reasonable terms may be limited;
any statements of belief and any statements of assumptions underlying any of the foregoing;
Carlyle’s ability to control our common shares;
other factors disclosed in this Annual Report on Form 10-K;10-K and our other filings with the Securities and Exchange Commission; and
other factors beyond our control.
These cautionary 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 forward-looking statements, whether as a result of new information, future events or otherwise.
BASIS OF PRESENTATION
Axalta's consolidated financial statements as of December 31, 2014 and 2013, and for the years ended December 31, 2014 and 2013 and the period from August 24, 2012 through December 31, 2012, included elsewhere in this Annual Report on Form 10-K, represent those of the Successor. The consolidated financial statements of Axalta were prepared using the acquisition method of accounting. Under the acquisition method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their respective fair market values as of the date of the acquisition, with any purchase price in excess of the net assets acquired recorded as goodwill. Because Axalta was formed on August 24, 2012 for the purpose of consummating the Acquisition, it has no financial statements as of or for periods ended prior to that date. Prior to the Acquisition, Axalta generated no revenue and only incurred merger and acquisition related costs and debt financing costs in anticipation of the Acquisition.
The combined financial statements of DPC for the period from January 1, 2013 through January 31, 2013 and for the year ended December 31, 2012, included elsewhere in this Annual Report on Form 10-K, represent those of the Predecessor. As a result of the application of acquisition accounting as of the date of the Acquisition, the financial statements for the Successor periods and the Predecessor periods are presented on a different basis and, therefore, may not be comparable.
During the Predecessor periods, DPC operated either as a reportable segment or part of a reportable segment within DuPont, consequently, standalone financial statements were not historically prepared for DPC. The accompanying combined financial statements of DPC have been prepared from DuPont’s historical accounting records and are presented on a standalone basis as if the operations had been conducted independently from DuPont. In this context, prior to pre-acquisition structuring that occurred in 2012, no direct ownership relationship existed among all of the various legal entities comprising DPC. Accordingly, DuPont and its subsidiaries’ net investment in these operations is shown in lieu of shareholders' equity in the Predecessor combined financial statements. The Predecessor combined financial statements include the historical operations and assets and liabilities of the legal entities that are considered to comprise the DPC business. For more information on the financial statements for our Successor period and Predecessor period, see Note 2 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K.
In addition to the historical analysis of results of operations, we have prepared unaudited supplemental pro forma results of operations for the year ended December 31, 2013, derived from our audited financial statements for the year ended December 31, 2013 and the audited financial statements for the DPC business for the period from January 1, 2013 through January 31, 2013, each of which are included elsewhere in this Annual Report on Form 10-K, as if the Acquisition and related Financing had occurred on January 1, 2013. The pro forma analysis is prepared and presented to aid in explaining the results of operations. The pro forma discussion follows the historical analysis of results of operations.

36


OVERVIEW
We are a leading global manufacturer, marketer and distributor of high performance coatings systems. We have over a nearly 150-year heritage in the coatings industry and are known for manufacturing high-quality products with well-recognized brands supported by market-leading technologytechnologies and customer service. Our diverse global footprint of 3549 manufacturing facilities, 7four technology centers, 4547 customer training centers and approximately 12,60013,300 employees allows us to meet the needs of customers in over 130 countries. We serve our customer basecustomers through an extensive sales force and technical support organization, as well as through overapproximately 4,000 independent, locally based distributors.
We operate our business in two operating segments, Performance Coatings and Transportation 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 liquid and powder coatings solutions to a fragmented and local customer base. 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.
Through our Transportation Coatings segment we provide advanced coating technologies to OEMs of light and commercial vehicles. These increasingly global customers require a high level of technical support coupled with cost-effective, 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.
On November 11, 2014, we priced our initial public offering (the "Offering", or the "IPO"), in which certain selling shareholders affiliated with Carlyle sold 57,500,000 common shares at a price of $19.50 per share. We received no proceeds from the Offering.
BUSINESS HIGHLIGHTS AND TRENDS
From 2012General Business Highlights
Our net sales increased 7.0% for the year ended December 31, 2017 compared to 2014, we managed the transitionyear ended December 31, 2016, driven primarily by impacts of ownership and operational separationacquisitions within our Performance Coatings segment. Organic volume growth in our Transportation Coatings segment was largely offset by decreases in our Performance Coatings segment, resulting in an overall increase of 0.2%, excluding acquisitions. Declines in average selling prices in our Transportation Coatings segment resulting primarily from the planned divestiture ofpricing across all regions within our business light vehicle end-market were offset partially by DuPont and ultimately the Acquisition, including significant changes to our senior leadership team. During this time period, our Adjusted EBITDA grew at a 21% CAGR primarily as the result of several strategic initiatives focused on margin improvement. In addition to regular price increases in our refinish end-market, these initiatives included selective price increases in other end-markets, reducing sales with lower margin customers and productivity improvements, which collectively drove Adjusted EBITDA growth in bothcontributing to a net decrease of our segments.
From 20121.0%. Currency translation contributed to 2014, ouran increase of net sales remained flat with net sales growth in our Transportation Coatings segment offset by net sales declines in our Performance Coatings segment. Net sales in our Transportation Coatings segment grew at a 1% CAGR, driven by increases in both our light and commercial vehicle end-markets, primarily as a result of increased vehicle production in North America and Asia Pacific and improvements in average selling price driven by new product and color introductions. Net sales in our Performance Coatings segment decreased at a2% CAGR over the same period as a result of lower volumes in both our refinish and industrial end-markets in developed markets. In EMEA, volumes declined as a result of a difficult economic environment. In North America, our lack of participation in the MSO market prior to the Acquisition had a negative impact on our volumes as MSO body shops increased the number of vehicles serviced at the expense of independent body shop customers. These factors in developed markets were partially offset by continued refinish net sales growth in the emerging markets.
With 13 of our 17 most senior managers joining our company since the Acquisition, 2014 was the first full fiscal year of results under our current senior management team. Our net sales increased 2% for the year ended December 31, 2014 compared to the pro forma year ended December 31, 2013 (see "Unaudited Pro Forma Consolidated and Combined Financial Information"), driven by 3% growth in our Performance Coatings segment and 1% growth in our Transportation Coatings segment, with growth in both segments across all regions except Latin America. Excluding Latin America, where difficult economic conditions contributed to weaker demand and unfavorable currency translation, our net sales grew 3% for the year ended December 31, 2014 compared to the pro forma year ended December 31, 2013.0.4%. The following trends have impacted our segment and end-market sales performance in 2014:performance:
Performance Coatings:Net sales increased 11.5% driven by stronger volumes in our industrial end-market, including the impacts of acquisitions, combined with organic volume growth in EMEA and Asia and increases in average selling price in our refinish end-market. Performance Coatings volumes were impacted in 2017 due partially to the absence of our now deconsolidated Venezuelan operations and impacts from distributor working capital adjustments in North America.
Transportation Coatings: Improving economic conditionsNet sales increased modestly by 0.4% compared to 2016 with offsetting impacts from stronger volumes in Europe,both our recent wins with growing MSO customerslight vehicle and commercial vehicle end-markets and lower average selling prices in our light vehicle end-market, primarily in North America and continued growth in Asia Pacific drove higher volumes.Asia.
Transportation Coatings: Significant growth in Asia Pacific driven by increases in light vehicle production combined with increased North American commercial truck production builds were largely offset by significantly lower light vehicle volumes in Latin America.

37


Since the Acquisition, we have implemented numerous initiatives to reduce our fixed and variable costs that have improved our Adjusted EBITDA margin in 2014 compared to the pro forma prior year. Examples include transitioning our IT systems to more cost-effective solutions that better meet our needs as an independent company, developing a global procurement organization to reduce procurement costs and investing in a European manufacturing re-alignment to position the region for profitable growth. These initiatives are contributing to our financial results and we believe they will continue to drive profitability improvements over the next several years.
Our business serves four end-markets globally as follows:
(In millions)SuccessorPro FormaPredecessor Year Ended December 31,2017 vs 20162016 vs 2015
Year Ended December 31,2014 vs 20132013 vs 2012
201420132012% change% change201720162015% change
Performance Coatings    
Refinish$1,850.8
$1,799.4
$1,759.3
2.9 %2.3 %$1,645.2
$1,679.7
$1,698.7
(2.1)%(1.1)%
Industrial734.2
712.7
720.2
3.0 %(1.0)%1,029.9
718.8
683.1
43.3 %5.2 %
Total Net sales Performance Coatings2,585.0
2,512.1
2,479.5
2.9 %1.3 %2,675.1
2,398.5
2,381.8
11.5 %0.7 %
Transportation Coatings    
Light Vehicle1,384.5
1,403.1
1,390.6
(1.3)%0.9 %1,322.8
1,337.7
1,310.6
(1.1)%2.1 %
Commercial Vehicle392.2
362.1
349.3
8.3 %3.7 %355.0
332.6
391.5
6.7 %(15.0)%
Total Net sales Transportation Coatings1,776.7
1,765.2
1,739.9
0.7 %1.5 %1,677.8
1,670.3
1,702.1
0.4 %(1.9)%
Total Net sales$4,361.7
$4,277.3
$4,219.4
2.0 %1.4 %$4,352.9
$4,068.8
$4,083.9
7.0 %(0.4)%
Acquisition AccountingAcquisitions Highlights
We allocatedDuring the year ended December 31, 2017, we successfully completed eight strategic business acquisitions ("2017 Acquisitions") within our Performance Coatings segment. Included in these acquisitions was the purchase price paid to acquireof the DPCIndustrial Wood business in North America, which is discussed in further detail at Note 5 to the acquired assetsconsolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our 2017 aggregate spending for these 2017 Acquisitions was $564.4 million. The impact of acquisitions contributed $299.3 million to net sales in 2017 compared to 2016.
Capital and liabilities assumed based on their respective estimated fair value asLiquidity Highlights
During the year ended December 31, 2017, we entered into the Fifth Amendment of the acquisition date. The application of acquisition accounting resulted in an increase in amortization and depreciation expense relating to our acquired intangible assets and property, plant and equipment. In addition to the increase in the net carrying value of property, plant and equipment, we revised the remaining depreciable lives of property, plant and equipment to reflect the estimated remaining useful lives for purposes of calculating periodic depreciation expense. We adjusted the carrying values of the joint ventures to reflect their estimated fair values at the date of purchase. We adjusted the value of inventory to its estimated fair value,Senior Secured Credit Facilities, which increased the costs recognized uponaggregate principal balance of our Dollar Term Loans to $2.0 billion of which the salenet proceeds were used to fund the Industrial Wood Acquisition and certain other 2017 Acquisitions. In addition, this amendment extended the maturity date on our Dollar Term Loans and lowered interest rates. The benefits of this acquired inventory. We also provided for deferred income taxes forrefinancing transaction are anticipated to save approximately $7.7 million in annual cash interest compared to the future tax consequences of acquisition date basis differences betweenprevious principal balances. For additional information, refer to Note 20 to the carrying amounts of assets and liabilities utilized for financial reporting purposes and the respective amounts used for income tax purposes. The excess of the purchase price over the estimated fair value of assets and liabilities was assigned to goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. See Note 5 to our consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for furtherand our Liquidity and Capital Resource discussion within this Item 7.
Other Highlights
In March 2017, we announced that our Board of Directors authorized a common share repurchase program of up to $675.0 million. We expect the share repurchases to be made from time to time in the open market or through privately-negotiated transactions, or otherwise, subject to applicable laws, regulations and approvals. The pace of repurchase activity will be subject to our discretion, and will be based upon market conditions and other capital allocation decisions, while incorporating key factors including cash balances and needs of the business, cash flow from operations, stock price and acquisition opportunities. There is no expiration date on the Acquisition.share repurchase program. During the year ended December 31, 2017, repurchases totaled $58.4 million.

On December 22, 2017, the U.S. TCJA legislation was enacted into law, which significantly revises the Internal Revenue Code of 1986, as amended. We have assessed the impacts of the changes from the U.S. TCJA, in accordance with Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), and recorded a provisional net tax charge of $107.8 million. The provisionally estimated net tax charge reflects our current estimate of the new legislation's impact, which may differ with further regulatory guidance, changes in our current interpretations and assumptions and actions we may take as a result of the tax legislation. For more information refer to Note 12 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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 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 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 and cash discounts for prompt payment);
changes in the level of competition faced by our products, including price competition and the launch of new products by competitors;

38


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."
Other revenue
Other revenue consists primarily of consulting and other service revenue and royalty income.
Cost of goods sold ("cost of sales")
Our cost of sales consists principally of the following:
Production Materials Costsmaterials costs. We purchase a significant amount of the materials used in production on a global lowest-cost basis.
Employee Costscosts. These include the compensation and benefit costs, including share-based compensation expense, for employees involved in our manufacturing operations. 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.expense. Property, plant and equipment are stated at cost and depreciated or amortized on a straight-line basis over their estimated useful lives. Property, plant and equipment acquired through the Acquisition were recorded at their estimated fair value on the acquisition date resulting in a new cost basis for accounting purposes.
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, product claims and other general manufacturing expenses, such as expenses for utilities and energy consumption.
The main factors that influence our cost of goods sold as a percentage of net sales include:
changes in the price of raw materials;
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; and
fluctuations in foreign exchange rates.
Selling, general and administrative expenses
Our selling, general and administrative expense consists 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 selling, general and administrative expense as a percentage of net sales have historically been impacted by a number of factors, including:
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 before they are integrated into customer applications;
customer credit issues requiring increases to the allowance for doubtful accounts; and
fluctuations in foreign exchange rates.

39


Research and development expenses
Research and development expense represents costs incurred to develop new products, services, processes and technologies or to generate improvements to existing products 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 and Senior Notes. See Note 22 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K.other indebtedness.
Other expense, net
Other expense, net represents costs incurred, net of income, on various non-operational items including costs incurred in conjunction with our debt refinancing and extinguishment transactions, historical management expenses to Carlyle (prior to the Change in Control as defined herein), indemnity gains and losses associated with the Acquisition, as well as foreign exchange gains and losses.losses and impairment losses on assets that are not part of our core operational activities.
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, the impact of acquisition accounting for the Acquisition and for future acquisitions, changes to the debt and equity capitalization of our subsidiaries, and 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 respective subsidiary and the Company as a whole. For the Predecessor periods, DPC did not file separate tax returns in the majority of its jurisdictions as it was included in the tax returns of DuPont entities within the respective tax jurisdictions. The income tax provision for the Predecessor periods was calculated using a separate return basis as if DPC was a separate taxpayer.


NON-GAAP FINANCIAL MEASURES
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
To supplement our financial information presented in accordance with U.S. GAAP, we use the following additional non-GAAP financial measures to clarify and enhance an understanding of past performance: EBITDA and Adjusted EBITDA. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We define our core business as those operations relating to the Company's ongoing performance and the concept is used to make resource allocation and performance evaluation decisions. We use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as the primary measure of segment performance.
EBITDA consists of net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash nonrecurring or other items that are included inwithin net income, and EBITDA that we do(ii) items the Company does not considerbelieve are indicative of our ongoing operating performance andor (iii) certainnonrecurring, unusual or nonrecurringinfrequent items impacting results in a particular period.that have not occurred within the last two years or we believe are not reasonably likely to recur within the next two years. We believe that making such adjustments provides investors meaningful information to understand our operating results and ability to analyze financial and business trends on a period-to-period basis.
We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms EBITDA and Adjusted EBITDA may vary from that of others in our industry. These financial measures should not be considered as alternatives to operating income (loss),before income taxes, net income, (loss), earnings per share or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance.
EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:
EBITDA and Adjusted EBITDA:
do not reflect the significant interest expense on our debt, including the Senior Secured Credit Facilities and the New Senior Notes;Notes (as defined herein); and

40


eliminate the impact of income taxes on our results of operations; and
contain certain estimates for periods prior to the Acquisition of standalone costs;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any expenditures for such replacements; and
other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.
We compensate for these limitations by using EBITDA and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. Such U.S. GAAP measurements include operating income (loss),before income taxes, net income, (loss), earnings per share and other performance measures.
In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.the excluded items noted above.

The following table reconciles net income to the EBITDA and Adjusted EBITDA calculationsmeasures discussed above to net income (loss) for the periods presented:
 SuccessorPredecessorPro Forma
 Year Ended December 31,
Period from January 1
through
January 31,
Year Ended December 31,Year Ended December 31,
(In millions)20142013
2013 (1)
2012 (1)
2013 (1)
Net income (loss)$34.7
$(218.9)$8.5
$247.8
$(106.8)
Interest expense, net217.7
215.1


234.8
Provision (benefit) for income taxes2.1
(44.8)7.1
145.2
(1.3)
Depreciation and amortization308.7
300.7
9.9
110.7
327.3
EBITDA563.2
252.1
25.5
503.7
454.0
Inventory step up (a)

103.7



Merger and acquisition related costs (b)

28.1



Financing costs and extinguishment (c)
6.1
25.0



Foreign exchange remeasurement losses (d)
81.2
48.9
4.5
17.7
34.0
Long-term employee benefit plan adjustments (e)
(0.6)9.5
2.3
36.9
11.8
Termination benefits and other employee related costs (f)
18.4
147.5
0.3
8.6
147.8
Consulting and advisory fees (g)
36.3
54.7


54.7
Transition-related costs (h)
101.8
29.3


29.3
IPO-related costs (i)
22.3




Other adjustments (j)
10.8
2.3
0.1
12.6
2.4
Dividends in respect of noncontrolling interest (k)
(2.2)(5.2)
(1.9)(5.2)
Management fee expense (l)
3.2
3.1


3.1
Adjusted EBITDA$840.5
$699.0
$32.7
$577.6
$731.9
 Year Ended December 31,
 201720162015
Net income$47.7
$44.6
$95.8
Interest expense, net147.0
178.2
196.5
Provision for income taxes141.9
38.1
62.1
Depreciation and amortization347.5
322.1
307.7
EBITDA684.1
583.0
662.1
Debt extinguishment and refinancing related costs (a)13.4
97.6
2.5
Foreign exchange remeasurement losses (b)7.4
30.6
93.7
Long-term employee benefit plan adjustments (c)1.4
1.5
(0.3)
Termination benefits and other employee related costs (d)35.3
61.8
36.6
Consulting and advisory fees (e)(0.1)10.4
23.9
Transition-related costs (f)7.7

(3.4)
Offering and transactional costs (g)18.4
6.0
(1.5)
Stock-based compensation (h)38.5
41.1
30.2
Other adjustments (i)3.6
5.0
(5.8)
Dividends in respect of noncontrolling interest (j)(3.0)(3.0)(4.7)
Deconsolidation impacts and impairments (k)78.5
68.4
30.6
Adjusted EBITDA$885.2
$902.4
$863.9
(1)The Adjusted EBITDA information for the Predecessor period January 1, 2013 through January 31, 2013, the Predecessor year ended December 31, 2012, and the pro forma year ended December 31, 2013 excludes net benefits of $5.7 million, $84.2 million and $5.7 million, respectively, which are comprised of (1) the add-back of corporate allocations from DuPont to DPC for the usage of DuPont’s facilities, functions and services; costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont; a portion of DuPont’s general corporate expenses; and certain pension and other long-term employee benefit costs, in each case because we believe these costs are not indicative of costs we would have incurred as a standalone company, net of (2) estimated standalone costs based on a corporate function resource analysis that included a standalone executive office, the costs associated with supporting a standalone information technology infrastructure, corporate functions such as legal, finance, treasury, procurement and human resources and certain costs related to facilities management. This resource analysis included anticipated headcount and the associated overhead costs of running these functions effectively as a standalone company of our size and complexity.
(a)During the Successor yearyears ended December 31, 2013,2017 and 2016 we recorded a non-cash fair value adjustment associated withrefinanced our acquisition accounting for inventories. These amounts increased costindebtedness, resulting in losses of goods sold by $103.7 million.

41


(b)$13.0 million and $88.0 million, respectively. In connection with the Acquisition, we incurred $28.1 million of merger and acquisition costsaddition, during the Successor yearyears ended December 31, 2013. These costs consisted primarily2017, 2016 and 2015 we prepaid outstanding principal on our term loans, resulting in non-cash losses on extinguishment of investment banking, legal$0.4 million, $9.6 million and other professional advisory services costs.$2.5 million, respectively. We do not consider these items to be indicative of our ongoing operating performance.
(c)On August 30, 2012, we signed a debt commitment letter which included the Bridge Facility (as defined herein). Upon the issuance of the Senior Notes and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees related to the Bridge Facility of $21.0 million and associated fees of $4.0 million were expensed upon the termination of the Bridge Facility. In connection with the amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3.1 million of costs during the year ended December 31, 2014. In addition to the credit facility amendment, we also incurred a $3.0 million loss on extinguishment of debt recognized during the Successor year ended December 31, 2014, which resulted directly from the pro-rata write off of unamortized deferred financing costs and original issue discounts associated with the pay-down of $100.0 million of principal on the New Dollar Term Loan (discussed further at Note 22 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K).
(d)(b)Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, including a $19.4 million loss related tonet of the Acquisition date settlementimpacts of aour foreign currency contractinstruments used to hedge our balance sheet exposures. Exchange effects attributable to the variabilityremeasurement of Euro-based financing.our Venezuelan subsidiary represented losses of $1.8 million, $23.5 million, $51.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.
(e)(c)ForEliminates the Successor periods ended December 31, 2014 and 2013, eliminates thenon-cash, non-service cost components of employee benefit costs. Additionally, we deducted a pension curtailment gain of $7.3 million recorded during the Successor year ended December 31, 2014. For the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012, eliminates (1) all U.S. pension and other long-term employee benefit costs that were not assumed as part of the Acquisition and (2) the non-service cost component of the pension and other long-term employee benefit costs.
(f)(d)Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region, and other employee-related costs. Termination benefits include the costs associated with our headcountAxalta Way initiatives, for establishmentwhich are not considered indicative of new roles and elimination of old roles and other costs associated with cost saving opportunities that were related to our transition to a standalone entity.ongoing operating performance.
(g)(e)Represents fees paid to consultants, advisors, and other third-party professional organizationsassociated true-ups to estimates, for professional services rendered in conjunction with the transition from DuPontprimarily related to a standalone entity.our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance.
(h)(f)Represents chargesintegration costs related to the 2017 acquisition of the Industrial Wood business that was a carve-out business from Valspar and changes in estimates associated with the transition from DuPont to a standalone entity, including brandingcertain Acquisition indemnities. We do not consider these items to be indicative of our ongoing operating performance.
(g)Represents acquisition-related expenses, including changes in the fair value of contingent consideration, as well as $10.0 million of costs associated with contemplated merger activities during the three months ended December 31, 2017 and marketing, information technology related costs associated with the 2016 secondary offerings of our common shares by Carlyle, all of which are not considered indicative of our ongoing operating performance.
(h)Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the year ended December 31, 2015 attributable to the accelerated vesting of all issued and facility transition costs.outstanding stock options issued under the 2013 Plan. This acceleration was the result of a change in control that occurred in conjunction with Carlyle's ownership interest falling below 50% and triggering a liquidity event ("Change in Control").
(i)Represents costs associated with the IPO, including a $13.4 million pre-tax charge associated with the termination of the management agreement with Carlyle Investment Management, L.L.C., an affiliate of Carlyle, upon the completion of the IPO. See note (l) below.
(j)Represents costs for certain unusualnon-operational or non-operationalnon-cash (gains) and losses unrelated to our core business and the non-cash impactwhich we do not consider indicative of natural gas and currency hedge losses allocated to DPC by DuPont, stock-based compensation, asset impairments,our ongoing operations, including equity investee dividends, indemnity (income) losses (gains) associated with the Acquisition, gains resulting from amendments to long-term benefit plans and loss (gain)losses (gains) on sale and disposal of property, plant and equipment.equipment, losses (gains) on the remaining foreign currency derivative instruments, Carlyle management fees incurred prior to the Change in Control and non-cash fair value inventory adjustments associated with our business combinations.
(k)(j)Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned.100% owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements.

(l)(k)Pursuant to Axalta’s management agreementDuring the year ended December 31, 2017, we recorded a loss in conjunction with Carlyle Investment Management, L.L.C., for managementthe deconsolidation of our Venezuelan subsidiary of $70.9 million. During the year ended December 31, 2016 and financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee2015, we recorded non-cash impairments at our Venezuelan subsidiary of $3.0$68.4 million and out-of-pocket expenses. This agreement terminated upon completion$30.6 million, respectively, associated with our operational long-lived assets and a real estate investment (See Note 25 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). Additionally, during the year ended December 31, 2017, we recorded non-cash impairment charges related to certain manufacturing facilities previously announced for closure of the IPO.$7.6 million. We do not consider these to be indicative of our ongoing operating performance.

42


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 set forth below may not necessarily reflect what would have occurred if we had been a separate standalone entity prior to the Acquisition or what will occur in the future.
SuccessorYear ended December 31, 2017 compared to year ended December 31, 2014 compared to Successor year ended December 31, 2013, Predecessor period January 1, 2013 through January 31, 2013, and the Pro Forma year ended December 31, 20132016
The following table was derived from the Successor’s consolidated statements of operations for the years ended December 31, 20142017 and 2013 and from the Predecessor’s combined statement of operations for the period from January 1, 2013 through January 31, 20132016 included elsewhere in this Annual Report on Form 10-K. It should be noted that the results of operations for the Successor year ended December 31, 2013 only include the results of DPC from the date of the Acquisition. Prior
 Year Ended December 31,
(In millions)20172016
Net sales$4,352.9
$4,068.8
Other revenue24.1
23.9
Total revenue4,377.0
4,092.7
Cost of goods sold2,779.6
2,527.6
Selling, general and administrative expenses997.7
962.5
Venezuela asset impairment and deconsolidation charge70.9
57.9
Research and development expenses65.3
57.7
Amortization of acquired intangibles101.2
83.4
Income from operations362.3
403.6
Interest expense, net147.0
178.2
Other expense, net25.7
142.7
Income before income taxes189.6
82.7
Provision for income taxes141.9
38.1
Net income47.7
44.6
Less: Net income attributable to noncontrolling interests11.0
5.8
Net income attributable to controlling interests$36.7
$38.8
Net sales
Net sales increased $284.1 million, or 7.0%, to the Acquisition, Axalta generated no revenue and only incurred merger and acquisition related costs and debt financing costs in anticipation of the Acquisition. We have also presented pro forma financial results$4,352.9 million for the year ended December 31, 2013 as if the Acquisition and the related Financing had occurred on January 1, 2013. We believe this information, and the related comparisons, provide a more meaningful comparison for the years presented.
 SuccessorPredecessorPro Forma
 
Year
Ended
December 31,
Period from
January 1,
2013 through
January 31,
Year
Ended
December 31,
(In millions)2014201320132013
Net sales$4,361.7
$3,951.1
$326.2
$4,277.3
Other revenue29.8
35.7
1.1
36.8
Total revenue4,391.5
3,986.8
327.3
4,314.1
Cost of goods sold2,897.2
2,772.8
232.2
2,909.0
Selling, general and administrative expenses991.5
1,040.6
70.8
1,113.6
Research and development expenses49.5
40.5
3.7
44.2
Amortization of acquired intangibles83.8
79.9

86.5
Merger and acquisition related expenses
28.1


Income from operations369.5
24.9
20.6
160.8
Interest expense, net217.7
215.1

234.8
Bridge financing commitment fees
25.0


Other expense, net115.0
48.5
5.0
34.1
Income (loss) before income taxes36.8
(263.7)15.6
(108.1)
Provision (benefit) for income taxes2.1
(44.8)7.1
(1.3)
Net income (loss)34.7
(218.9)8.5
(106.8)
Less: Net income attributable to noncontrolling interests7.3
6.0
0.6
6.6
Net income (loss) attributable to controlling interests$27.4
$(224.9)$7.9
$(113.4)
Net sales
Historical: Net sales were $4,361.7 million for the Successor year ended December 31, 20142017 compared to net sales of $3,951.1$4,068.8 million for the Successor year ended December 31, 2013 and $326.2 million2016. The net sales increase for the Predecessor period January 1, 2013 through January 31, 2013. Our net sales growth in the Successor year ended December 31, 20142017 compared to the Successor year ended December 31, 20132016 included the benefits of acquisitions which contributed to an increase in net sales of 7.4%. Further contributing to this sales growth was an increase in organic sales volumes in our commercial vehicle and Predecessor period January 1, 2013 through Januaryindustrial end-markets, which was largely offset by declines in our refinish end-market, particularly within Latin America and North America, resulting in a net increase of 0.2%. Lower average sales prices contributed to a 1.0% decrease driven primarily by declines in our Transportation Coatings segment. Net sales were also impacted by favorable impacts of currency translation, which increased net sales by 0.4%, due primarily to the impacts of the strengthening Euro compared to the U.S. dollar which were slightly offset by the weakening of certain currencies within Latin America and Asia against the U.S. dollar.
Other revenue
Other revenue increased by $0.2 million, or 0.8%, to $24.1 million for the year ended December 31, 2013 was2017 as compared to $23.9 million for the year ended December 31, 2016 resulting from the favorable impacts of the strengthening Euro compared to the U.S. dollar.

Cost of sales
Cost of sales increased $252.0 million, or 10.0%, to $2,779.6 million for the year ended December 31, 2017 compared to $2,527.6 million for the year ended December 31, 2016. The increase for the year ended December 31, 2017 compared to the year ended December 31, 2016 resulted primarily drivenfrom higher sales volumes of 7.6%, inclusive of impacts of acquisitions. Furthering this increase were unfavorable effects of currency translation resulting from the impacts of the strengthening Euro against the U.S. dollar offset partially by higherthe weakening of certain currencies within Latin America and Asia against the U.S. dollar, which contributed to a 0.5% increase. Cost of sales as a percentage of net sales increased from 62.1% for the year ended December 31, 2016 to 63.9% for the year ended December 31, 2017 as a result of lower average selling prices and raw material inflation.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $35.2 million, or 3.7%, to $997.7 million for the year ended December 31, 2017 compared to $962.5 million for the year ended December 31, 2016. The increase resulted primarily from the impacts of acquisitions of $48.6 million as well as our focus on opportunities to expand our market presence and invest in all regions, which contributed to net sales growth of 2.8%. In addition, volumes contributed 1.2% to net sales growth on stronger performance within North America and Asia, offset slightly by continued weakness in Latin America. This net sales growthcommercial capabilities.
Furthering this increase was partially offset by the unfavorable impacts of currency exchange during the year ended December 31, 2017, which contributed to an approximately 2.0% reductionapproximate 0.6% increase in net salesselling, general and administrative expenses due primarily to the impactstrengthening of weakening currenciesthe Euro against the U.S. dollar.
These increases were partially offset by a decrease in certain jurisdictions within Latin America, Asia,costs associated with our Axalta Way cost savings initiatives and North America.

43


Pro Forma: Net sales increased $84.4 million, or 2.0%, to $4,361.7acquisition-related costs which were $63.8 million for the Successor year ended December 31, 2014,2017 as compared to net sales$77.6 million of $4,277.3 millioncosts for the Pro Forma year ended December 31, 2013. Our net sales growth2016, resulting in an $13.8 million decrease over the Successorcomparable period.
Venezuela asset impairment and deconsolidation charges
During the year ended December 31, 2014 was primarily driven by higher average selling prices2017, we recorded a loss of $70.9 million in all regions, which contributed to net sales growthconjunction with the deconsolidation of 2.8%. In addition, volumes contributed 1.2% to net sales growth on stronger performance within North America and Asia, offset slightly by continued weakness in Latin America. This net sales growth was partially offset byour Venezuelan subsidiary. During the unfavorable impacts of currency exchange, which contributed to an approximately 2.0% reduction in net sales due to the impact of weakening currencies in certain jurisdictions within Latin America, Asia, and North America.
Other revenue
Historical: Other revenue was $29.8 million for the Successor year ended December 31, 2014 as compared2016, we recorded an asset impairment charge for $57.9 million relating to $35.7our long-lived assets within our Venezuelan subsidiary. See further discussion in Note 25 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Research and development expenses
Research and development expenses increased $7.6 million, or 13.2%, to $65.3 million for the Successor year ended December 31, 2013 and $1.12017 compared to $57.7 million for the Predecessor period January 1, 2013 through Januaryyear ended December 31, 2013. The2016. This increase was a result of additional spend as we focus on developing new and existing coatings products, as well as the impacts from acquisitions of $9.1 million. Furthering this increase were unfavorable effects of currency translation resulting from the impacts of the strengthening Euro and certain currencies in Latin America against the U.S. dollar. Partially offsetting this increase was a decrease primarilyresulting from the impacts of our cost savings initiatives.
Amortization of acquired intangibles
Amortization of acquired intangibles increased $17.8 million, or 21.3%, to $101.2 million for the year ended December 31, 2017 compared to $83.4 million for the year ended December 31, 2016. This increase was attributable to the amortization of the definite-lived intangible assets from our acquisitions, as well as a $1.7 million of impairment related to a decrease in service revenue within our Light Vehicle end market.abandoned in-process research and development intangible assets. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: Other revenue was $29.8Interest expense, net
Interest expense, net decreased $31.2 million, or 17.5%, to $147.0 million for the Successor year ended December 31, 2014 as2017 compared to $36.8$178.2 million for the Pro Forma year ended December 31, 2013.2016. The decrease primarily relatedwas driven by the refinancing of our indebtedness during 2016 and 2017 which reduced the overall interest rates of our debt portfolio, partially offset by increases resulting from the incremental indebtedness used to a decrease in service revenue within our Light Vehicle end-market. The impacts of currency exchange did not have a material impact onfinance the comparable periods.Industrial Wood Acquisition.
Cost of salesOther expense, net
Historical: Cost of sales was $2,897.2Other expense, net decreased $117.0 million, or 82.0%, to $25.7 million for the Successor year ended December 31, 20142017 compared to $2,772.8$142.7 million for the Successor year ended December 31, 20132016. This decrease relates primarily to the decrease in losses on debt extinguishment and $232.2 million for the Predecessor period January 1, 2013 through January 31, 2013. Cost of sales was lowerrefinancing related costs incurred during the Successor year ended December 31, 2013 compared to2016 which resulted in an $84.2 million decrease over the Successorcomparable period.
In addition, there was a reduction in foreign exchange losses, net from $30.6 million during the year ended December 31, 2014 but higher when combined2016 to $7.4 million for the year ended December 31, 2017, resulting in a $23.2 million decrease over the comparable period. Prior to deconsolidation, our Venezuela subsidiary contributed $1.8 million and $23.5 million in foreign exchange losses for the years ended December 31, 2017 and 2016.

Furthering this decrease was a $2.9 million decrease in impairments to $7.6 million during the year ended December 31, 2017 associated with impairments related to the Predecessor period January 1, 2013 through Januarymanufacturing facilities closures, compared to the impairment of $10.5 million related to our real estate investment in Venezuela incurred during the year ended December 31, 2013,2016.
Provision for income taxes
We recorded a provision for income taxes of $141.9 million for the year ended December 31, 2017, which represents a 74.8% effective tax rate in relation to the income before income taxes of $189.6 million. The effective tax rate for the year ended December 31, 2017 differs from the U.S. Federal statutory rate by 39.8%, which is the result of various items that impacted the rate both favorably and unfavorably. We generated earnings in jurisdictions where the statutory rate is lower than the U.S. Federal rate, primarily related to Bermuda, China, Germany, Luxembourg, Netherlands and Switzerland, which had a net favorable impact of $56.2 million. Additionally, current year excess tax benefits related to share-based compensation of $13.1 million and $17.7 million associated with currency exchange losses favorably impacted the effective rate. Furthermore, we recorded a deferred tax asset of $26.8 million related to the tax basis in our deconsolidated Venezuelan subsidiary, which was fully offset by a valuation allowance as we do not expect to realize the benefits. In addition, a pre-tax charge related to the deconsolidation of our Venezuelan subsidiary of $70.9 million had an unfavorable impact of $24.8 million as it was nondeductible. The impact of the U.S. TCJA (See Note 12 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K) resulted in a tax charge of $107.8 million primarily as a result of increased coststhe revaluation of goodsour deferred tax assets and impact on certain tax attributes. Lastly, the unfavorable impact of $103.7pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $45.3 million, the impact of non-deductible expenses and interest of $14.4 million and the increase in unrecognized tax benefits of $3.1 million negatively impacted the effective rate.
We recorded a provision for income taxes of $38.1 million for the year ended December 31, 2016, which represents a 46.1% effective tax rate in relation to the income before income taxes of $82.7 million. The effective tax rate for the year ended December 31, 2016 differs from the U.S. Federal statutory rate by 11.1%, which is the result of various items that impacted the rate both favorably and unfavorably. We generated earnings in jurisdictions where the statutory rate is lower than the U.S. Federal rate, primarily related to Bermuda, China, Germany, Luxembourg, Netherlands and Switzerland, which had a net favorable impact of $45.6 million. Additionally, current year excess tax benefits related to share-based compensation of $13.4 million favorably impacted the effective rate. These adjustments were offset by the pre-tax impairment charges in Venezuela of $68.4 million related to fair value adjustmentsthe impairment of operational assets as well as a non-operating real estate investment which had an unfavorable impact of $23.8 million on the effective rate as it was nondeductible. Lastly, the unfavorable impact of pre-tax losses attributable to inventoryjurisdictions where a tax benefit is not expected to be realized of $9.6 million, the impact of non-deductible expenses and interest of $11.4 million, the increase in conjunctionunrecognized tax benefits of $7.1 million and $3.1 million associated with currency exchange losses negatively impacted the Acquisition. Offsetting the increased costs in 2013 relatedeffective rate.

Year ended December 31, 2016 compared to fair value adjustments to inventory is the absence of $7.9 million of incremental depreciation resultingyear ended December 31, 2015
The following table was derived from the fair value adjustments to property, plant and equipment in conjunction with the Acquisition, which did not impact historical depreciationconsolidated statements of operations for the Predecessor period from January 1, 2013 through Januaryyears ended December 31, 2013.2016 and 2015 included elsewhere in this Annual Report on Form 10-K.
 Year Ended December 31,
(In millions)20162015
Net sales$4,068.8
$4,083.9
Other revenue23.9
26.1
Total revenue4,092.7
4,110.0
Cost of goods sold2,527.6
2,597.3
Selling, general and administrative expenses962.5
914.8
Venezuela asset impairment57.9

Research and development expenses57.7
51.6
Amortization of acquired intangibles83.4
80.7
Income from operations403.6
465.6
Interest expense, net178.2
196.5
Other expense, net142.7
111.2
Income before income taxes82.7
157.9
Provision for income taxes38.1
62.1
Net income44.6
95.8
Less: Net income attributable to noncontrolling interests5.8
4.2
Net income attributable to controlling interests$38.8
$91.6
Net sales
Net sales decreased $15.1 million, or 0.4%, to $4,068.8 million for the year ended December 31, 2016 compared to net sales of $4,083.9 million for the year ended December 31, 2015. The remaining change in costnet sales decrease for the year ended December 31, 2016 compared to the year ended December 31, 2015 was attributable to unfavorable impacts of currency translation, which reduced net sales in 2014by 4.6% due primarily to the weakening of certain currencies within Latin America and Asia compared to the U.S. dollar. This net sales decline was driven by lower raw material costspartially offset by higher volumes. The favorable impact of raw materialaverage selling prices across both our Performance Coatings and Transportation Coatings segments, primarily in Latin America, which contributed to an approximately 2.0% impact on costincrease of 2.5% compared to the year ended December 31, 2015. Increases in volumes across both our segments, in Europe, Asia and North America, attributable mainly to a 2.2% increase from our acquisitions, also contributed to net sales growth of 1.7%.
Other revenue
Other revenue decreased $2.2 million, or 8.4%, to $23.9 million for the year ended December 31, 2016 as compared to $26.1 million for the year ended December 31, 2015. This decrease was primarily related to declines in service revenue combined with the impacts of weakening currencies against the U.S. dollar, which caused a decrease of $0.8 million, or 3.1%.
Cost of sales
Cost of sales asdecreased $69.7 million, or 2.7%, to $2,527.6 million for the year ended December 31, 2016 compared to $2,597.3 million for the year ended December 31, 2015. The decrease for the year ended December 31, 2016 compared to the year ended December 31, 2015 resulted primarily from a percentage2.1% decrease associated with currency translation due to the impact of net sales. Favorablethe weakening of certain currencies within Latin America, Asia and Europe. The decrease from currency translation was slightly offset by the contribution of higher volumes of 1.7% which includes impacts of currency exchange contributed to an additional 1.0% decrease in costour acquisitions completed during 2016. Cost of sales as a percentage of net sales primarily due to the impact of weakening currencies in certain jurisdictions within Latin America, Asia, and North America compared to the U.S. dollar.
Pro Forma: Cost of sales decreased $11.8 million, or 0.4%, to $2,897.2 millionfrom 63.6% for the Successor year ended December 31, 2014 as compared2015 to $2,909.0 million62.1% for the Pro Forma year ended December 31, 2013. The Pro Forma year ended December 31, 2013 is adjusted to reflect increased depreciation and the exclusion2016 primarily as a result of increased costs of goods, each related to the Acquisition. As a percentage of net sales, cost of sales decreased from 68.0% to 66.4%. This decrease was driven byreductions associated with lower raw material costs, partially resulting fromprices, favorable pricing on our purchasing initiatives, as well as product mix. The favorable impact of raw material prices impacted both our Performance Coatingsmix and Transportation Coatings segments. Favorable impacts of currency exchange contributed to an additional 1.0% decrease inour cost of sales as a percentage of net sales, primarily due to the impact of weakening currencies in certain jurisdictions within Latin America, Asia and North America compared to the U.S. dollar.savings initiatives.

Selling, general and administrative expenses
Historical: Selling, general and administrative expenses were $991.5increased $47.7 million, or 5.2%, to $962.5 million for the Successor year ended December 31, 20142016 compared to $1,040.6$914.8 million for the Successor year ended December 31, 20132015. Selling, general and $70.8 millionadministrative expenses for the Predecessor period January 1, 2013 through January 31, 2013. During the Successor year ended December 31, 2014, we incurred $127.12016 included $77.6 million of transition-related expenses, primarilycosts related to our transition to a standalone company,cost-savings initiatives as compared to $231.5$64.4 million of transition-related expensescosts for the Successor year ended December 31, 2013. This resulted2015 associated with our transition-related activities and cost-savings initiatives, resulting in a $104.4an increase of $13.2 million decrease over the comparable periods. These decreases were offset slightly by increased selling and administrative costs, as we focused on opportunities to expand our market presence.period. In addition, there was an increase of $8.0 million in stock-based compensation for the year ended December 31, 2016. Further contributing to the increase during the year ended December 31, 2016 over the comparable period were increases in selling expense associated with increased sales volumes and $17.5 million in costs related to our recent acquisitions. Offsetting these increases were favorable impacts of currency exchange during the Successor year ended December 31, 20142016, which contributed to a 1.1% decreasean approximately 1.7% reduction in selling, general and administrative expenses due primarily due to the impactweakening of weakeningcertain currencies in certain jurisdictions within Latin America, Asia, and North America compared to the U.S. dollar.

Venezuela asset impairment
44


Pro Forma: Selling, general and administrative expenses decreased $122.1$57.9 million or 11.0%, to $991.5 million forrecognized during the Successor year ended December 31, 2014, as compared2016 relating to $1,113.6 million forour long-lived assets within our Venezuelan subsidiary. There was no comparative impairment recorded during the Pro Forma year ended December 31, 2013. During the Successor year ended December 31, 2014, we incurred $127.1 million of transition-related expenses, primarily related to our transition to a standalone company, compared to $231.8 million of transition-related expenses for the Pro Forma year ended December 31, 2013. This resulted in a $104.7 million decrease over the comparable period. Contributing to the decrease in comparable periods was a reduction in U.S. pension expense and lower actual costs for our operating structure as a standalone entity during the Successor year ended December 31, 2014. These decreases were offset slightly by increased selling and administrative costs, as we focused on opportunities to expand our market presence. In addition, the favorable impacts of currency exchange during the Successor year ended December 31, 2014 contributed to a 1.1% decrease in selling, general and administrative expenses, primarily due to the impact of weakening currencies in certain jurisdictions within Latin America, Asia, and North America compared to the U.S. dollar.2015.
Research and development expenses
Historical: Research and development expenses were$49.5increased $6.1 million, or 11.8%, to $57.7 million for the Successor year ended December 31, 20142016 compared to $40.5$51.6 million for the Successor year ended December 31, 2013 and $3.7 million for the Predecessor period January 1, 2013 through January 31, 2013. These increases were2015. This increase was driven by additional spendspending as we focus on developing new and existing products in the market. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: Research and development expenses increased by $5.3 million, or 12.0%, to $49.5 million for the Successor year ended December 31, 2014 compared to $44.2 million for the Pro Forma year ended December 31, 2013. These increases were driven by additional spend as we focus on developing new and existing products in the market.coatings products. The impacts of currency exchange did not have a material impact on the comparable periods.
Amortization of acquired intangibles
Historical: Amortization of acquired intangibles was $83.8increased $2.7 million, for the Successor year ended December 31, 2014 comparedor 3.3%, to $79.9 million for the Successor year ended December 31, 2013 and $0.0 million for the Predecessor period January 1, 2013 through January 31, 2013. Amortization of acquired intangibles for the Successor year ended December 31, 2013 included a loss of $3.2 million associated with abandoned in-process research and development projects, all of which were recorded at fair value as part of the Acquisition. There was $0.1 million of comparable costs recorded during the year ended December 31, 2014. Excluding the impact of the $3.2 million loss, the increase during the Successor year ended December 31, 2014 included the impact of twelve months of amortization expense associated with purchase accounting while the Successor year ended December 31, 2013 included eleven months due to the timing of the Acquisition. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: Amortization of acquired intangibles for the Successor year ended December 31, 2014 was $83.8 million and $86.5 million for the Pro Forma year ended December 31, 2013. Amortization of acquired intangibles for the Pro Forma year ended December 31, 2013 included a loss of $3.2 million associated with abandoned in-process research and development projects, all of which were recorded at fair value as part of the Acquisition. There was $0.1 million of comparable costs recorded during the year ended December 31, 2014. The impacts of currency exchange did not have a material impact on the comparable periods.
Merger and acquisition related expenses
Historical: In connection with the Acquisition, we incurred $28.1 million of merger and acquisition costs during the Successor year ended December 31, 2013. These costs consisted primarily of investment banking, legal and other professional advisory services costs. There were no comparable costs for the Successor year ended December 31, 2014.
Pro Forma: The Pro Forma year ended December 31, 2013 has been adjusted to remove the impact of these Acquisition related costs. There were no costs for the Successor year ended December 31, 2014.

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Interest expense, net
Historical: Interest expense, net for the Successor year ended December 31, 2014 of $217.7 million represented a full twelve months of interest costs, including the Refinancing of our Term Loans in February of 2014. Interest expense, net for the Successor year ended December 31, 2013 of $215.1 million represented interest expense incurred during the period associated with our original debt financing for the Acquisition. The increase in 2014 primarily relates to the Successor year ended December 31, 2014 including twelve months of interest expense while the comparable 2013 periods included eleven months due to the timing of the Acquisition. Further contributing to the increase in interest expense were losses incurred on interest rate derivatives for $10.2 million during the Successor year ended December 31, 2014, compared to gains of $0.2 million during the comparable period. These increases were offset by the reduction in interest rates due to the Refinancing in February 2014 of our Senior Credit Facility combined with an additional step-down in interest rates on our term loans in August of 2014. Further offsetting the increases were slight increases in capitalized interest during the Successor year ended December 31, 2014. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: Interest expense, net was $217.7 million for the Successor year ended December 31, 2014 and $234.8 million for the Pro Forma year ended December 31, 2013. The Pro Forma amounts reflect the effects of the Financing as if the transaction had occurred on January 1, 2013, which resulted in an additional $19.7 million in interest for the Pro Forma year ended December 31, 2013. The decrease in the Successor year ended December 31, 2014 compared to the Pro Forma year ended December 31, 2013 primarily relates to the reduction in interest rates due to the Refinancing in February 2014 of our Senior Credit Facility combined with an additional step-down in interest rates on our term loans in August of 2014. Further contributing to the decrease in comparable periods was an increase in capitalized interest during the Successor year ended December 31, 2014. Offsetting these decreases were losses incurred on interest rate derivative instruments of $10.2 million for the Successor year ended December 31, 2014 compared with gains of $0.2 million during the Pro Forma year ended December 31, 2013. The impacts of currency exchange did not have a material impact on the comparable periods.
Bridge financing commitment fees
Historical: On August 30, 2012, we signed a debt commitment letter, which was subsequently amended and restated, that included a bridge facility comprised of $1,100.0 million of unsecured U.S. bridge loans and the Euro equivalent of $300.0 million of secured Euro bridge loans (the "Bridge Facility"), which was to be utilized to partially fund the Acquisition in the event that permanent financing was not obtained. Upon the issuance of the Senior Notes and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees related to the Bridge Facility of $21.0 million and associated legal and other professional advisory services costs of $4.0 million were expensed upon the termination during the Successor year ended December 31, 2013. There were no such costs incurred for the Successor year ended December 31, 2014.
Pro Forma: The Pro Forma year ended December 31, 2013 has been adjusted to remove the impact of these fees. There were no costs for the Successor year ended December 31, 2014.
Other expense, net
Historical: Other expense, net was $115.0 million for the Successor year ended December 31, 2014 compared to $48.5 million for the Successor year ended December 31, 2013 and $5.0 million of expense for the Predecessor period January 1, 2013 through January 31, 2013. Foreign exchange losses, net, were $81.2 million during the Successor year ended December 31, 2014 as compared to foreign exchange losses of $48.9 million and $4.5$83.4 million for the year ended December 31, 2013 and the predecessor period ended January 31, 2013, respectively. Net foreign exchange losses2016 compared to $80.7 million for the year ended December 31, 2014 consisted2015. This increase was a result of $202.1our recent acquisitions, which contributed $3.5 million, offset slightly by the impacts of weakening currencies in all regions against the U.S. dollar.
Interest expense, net
Interest expense, net decreased $18.3 million, or 9.3%, to $178.2 million for the year ended December 31, 2016 compared to $196.5 million for the year ended December 31, 2015. The decrease was driven by the prepayment of principal balances associated with our 2020 Dollar Term Loans made in 2015 and 2016 and the prepayment on the principal balance of our 2020 Euro Term Loans made in 2016. Additionally, refinancing of our senior indebtedness during the year ended December 31, 2016, reduced the overall interest rates of our debt portfolio and further contributed to the decrease.
Other expense, net
Other expense, net increased $31.5 million, or 28.3%, to $142.7 million for the year ended December 31, 2016 compared to $111.2 million for the year ended December 31, 2015. The amendment to our Credit Agreement, refinancing of our indebtedness and prepayments of our Term Loans during the year ended December 31, 2016 resulted in an increase in other expense over the comparable period of $95.1 million.
During the year ended December 31, 2016 there were $4.3 million in losses on derivative instruments associated with our foreign currency contracts compared to $5.6 million in gains during the year ended December 31, 2015, resulting in a $9.9 million increase. In addition, we recognized a gain of $5.4 million for the year ended December 31, 2015 resulting from the remeasurement of our previously held interest in an equity method investee upon the acquisition of a controlling interest whereas no similar gain was recognized during the year ended December 31, 2016, thereby resulting in an increase in other expense, net for the comparable periods.
During the year ended December 31, 2016 our Venezuelan subsidiary continued to be impacted by a significant devaluation of its currency translation rates. This devaluation resulted in impairment charges of $10.5 million and $30.6 million for the years ended December 31, 2016 and 2015, respectively, based on our evaluation of the carrying value associated with our real estate investment, resulting in a decrease of $20.1 million over the comparable period.
Offsetting the year over year loss, foreign exchange losses, net, decreased from $93.7 million for the year ended December 31, 2015 to $30.6 million for the year ended December 31, 2016. This decrease was primarily driven by the revaluation of our Venezuela subsidiary which resulted in $51.5 million for the year ended December 31, 2015 compared to $23.5 million for the year ended December 31, 2016. The remaining decrease primarily related to the remeasurement of intercompany transactionstransactional exposures denominated in currencies different from the functional currency of the relevant subsidiary, partially offset by $103.9 million in gains on our Euro borrowings and $17.0 million in gains related to our Venezuelan operations.subsidiary.
During 2014, we changed the exchange rate we use for remeasuring our Venezuelan subsidiaries’ non-U.S. Dollar denominated monetary assets and liabilities to the rate determined by an auction process conducted by Venezuela’s Complementary System of Foreign Currency Administration (SICAD I), which increased to 12.0 to 1 compared to the historical indexed rate of 6.3 to 1 at December 31, 2013. The devaluation resulted in net gains of $17.0 million for the Successor year ended December 31, 2014 due to our Venezuelan operations being in a net monetary liability position.
Contributing to expense in the Successor year ended December 31, 2013 was the adverse impact of $19.4 million of expense incurred related to the Acquisition date settlement of a foreign currency hedge contract used to hedge the variability of the U.S. dollar equivalent of the original borrowings under the Euro Term Loan and Euro Senior Notes.
Excluding the impact of the $19.4 million expense at the Acquisition date, foreign exchange losses of $29.5 million for the Successor year ended December 31, 2013 were attributable to $9.4 million in remeasurement losses primarily related to intercompany transactions denominated in currencies different from the functional currency of the relevant subsidiary and $14.6 million in remeasurement losses from the remeasurement of the Euro Senior Notes and Euro Term Loan into U.S. Dollars.

46


Further contributing to the increase in other expense for the Successor year ended December 31, 2014 were $16.6 million in management fees, which included a $13.4 million fee associated with the Carlyle management agreement which terminated with the effectiveness of the IPO. Additionally, during the Successor year ended December 31, 2014, we incurred debt modification fees and losses on extinguishment of debt of $3.1 million and $3.0 million, respectively. Lastly, the Successor year ended December 31, 2014 was impacted by the release of an indemnity receivable that had been recorded in conjunction with our tax indemnities from the Acquisition. This resulted in $17.8 million of expense during the Successor year ended December 31, 2014, relating to an uncertain tax position that was reversed during the Successor year ended December 31, 2014.
Pro Forma: Other expense, net was $115.0 million for the Successor year ended December 31, 2014 as compared to $34.1 million for the Pro Forma year ended December 31, 2013, representing a change of $80.9 million, or 237.2%. The Pro Forma year ended December 31, 2013 excludes the impact of $19.4 million of costs incurred related to the Acquisition date settlement of a foreign currency hedge contract used to hedge the variability of the U.S. dollar equivalent of the original borrowings under the Euro Term Loan and Euro Senior Notes. Net foreign exchange losses of $81.2 million were recorded for the Successor year ended December 31, 2014, as compared to exchange losses of $34.0 million for the Pro Forma year ended December 31, 2013. Net foreign exchange losses for the year ended December 31, 2014 consisted of $202.1 million in translation losses primarily related to intercompany transactions denominated in currencies different from the functional currency of the relevant subsidiary, partially offset by $103.9 million in gains on our Euro borrowings and $17.0 million in gains related to our Venezuelan operations.
During 2014, we changed the exchange rate we use for remeasuring our Venezuelan subsidiaries’ non-U.S. Dollar denominated monetary assets and liabilities to the rate determined by an auction process conducted by Venezuela’s Complementary System of Foreign Currency Administration (SICAD I), which increased to 12.0 to 1 compared to the historical indexed rate of 6.3 to 1 at December 31, 2013. The devaluation resulted in net gains of $17.0 million for the Successor year ended December 31, 2014 due to our Venezuelan operations being in a net monetary liability position.
Further contributing to the increase in other expense for the Successor year ended December 31, 2014 were $16.6 million in management fees, which included a $13.4 million fee associated with the Carlyle management agreement which terminated with the effectiveness of the IPO. Additionally, during the Successor year ended December 31, 2014 we incurred debt modification fees and losses on extinguishment of debt of $3.1 million and $3.0 million, respectively. Lastly, the Successor year ended December 31, 2014 was impacted by the release of an indemnity receivable that had been recorded in conjunction with our tax indemnities from the Acquisition. This resulted in $17.8 million of expense during the Successor year ended December 31, 2014, relating to an uncertain tax position that was reversed during the Successor year ended December 31, 2014.
Provision (benefit) for income taxes
Historical: We recorded a provision for income taxes of $2.1$38.1 million for the Successor year ended December 31, 2014,2016, which represents a 5.7%46.1% effective tax rate in relation to the income before income taxes of $36.8$82.7 million. The effective tax rate for the Successor year ended December 31, 20142016 differs from the U.S. Federal statutory rate by 29.3%11.1%, which is the result of various items that impacted the rate both favorably and unfavorably. We recorded favorable adjustments forgenerated earnings in jurisdictions where the statutory rate is lower than the U.S. Federal rate, of $46.7 million and unrecognized tax benefit adjustments primarily related to acquisitionBermuda, China, Germany, Luxembourg, Netherlands and Switzerland which had a net favorable impact of $45.6 million. Additionally, current year excess tax mattersbenefits related to share-based compensation of $44.0 million.$13.4 million favorably impacted the effective rate. These adjustments were partially offset by the impactpre-tax impairment charges in Venezuela of pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $44.4 million and non-deductible expenses and interest of $29.6 million.
We recorded a benefit for income taxes of $44.8 million for the Successor year ended December 31, 2013, which represents a 17.0% effective tax rate in relation to the loss before income taxes of $263.7 million. The effective tax rate for the Successor year ended December 31, 2013 differs from the U.S. Federal statutory rate by 18.0%. This difference is primarily due to unfavorable adjustments for the impact of pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $55.0 million, unrecognized tax benefits primarily related to acquisition tax matters of $35.1 million, and non-deductible expenses of $25.8 million. These adjustments were partially offset by the benefit of earnings in jurisdictions where the statutory tax rate was lower than the U.S. Federal statutory rate of $36.6 million and capital losses of $46.7 million.
We recorded a provision for income taxes of $7.1 million for the Predecessor period ended January 31, 2013 which represents a 45.6% effective tax rate in relation to the income before taxes of $15.6 million.
Pro Forma: We recorded a benefit for income taxes of $1.3 million for the Pro Forma year ended December 31, 2013, which represents a 1.2% effective tax rate in relation to the pro forma loss before income taxes of $108.1 million. The variance in the pro forma effective tax rate from the historical effective tax rate, described in the corresponding historical discussion above, was primarily due to the application of statutory income tax rates to the cumulative pro forma adjustments.

47


Successor year ended December 31, 2013, Pro Forma year ended December 31, 2013 and Predecessor period January 1, 2013 through January 31, 2013 compared to Successor period August 24, 2012 through December 31, 2012 and the Predecessor year ended December 31, 2012
The following table was derived from the Successor’s consolidated statements of operations for the year ended December 31, 2013 and for the period from August 24, 2012 through December 31, 2012 and from the Predecessor’s combined statements of operations for the period from January 1, 2013 through January 31, 2013 and for the year ended December 31, 2012 included elsewhere in this Annual Report on Form 10-K. It should be noted that the results of operations for the Successor year ended December 31, 2013 only include the results of DPC from the date of the Acquisition. Prior to the Acquisition, Axalta generated no revenue and only incurred merger and acquisition related costs and debt financing costs in anticipation of the Acquisition. We have also presented pro forma financial results for the year ended December 31, 2013 as if the Acquisition and the Financing had occurred on January 1, 2013. We believe this information, and the related comparisons, provide a more meaningful comparison for the years presented.
 SuccessorPredecessorPro Forma
 Year Ended
December 31,
Period from August 24
through
December 31,
Period from January 1
through
January 31,
Year Ended
December 31,
Year Ended
December 31,
(In millions)20132012201320122013
Net sales$3,951.1
$
$326.2
$4,219.4
$4,277.3
Other revenue35.7

1.1
37.4
36.8
Total revenue3,986.8

327.3
4,256.8
4,314.1
Cost of goods sold2,772.8

232.2
2,932.6
2,909.0
Selling, general and administrative expenses1,040.6

70.8
873.4
1,113.6
Research and development expenses40.5

3.7
41.5
44.2
Amortization of acquired intangibles79.9



86.5
Merger and acquisition related expenses28.1
29.0



Income (loss) from operations24.9
(29.0)20.6
409.3
160.8
Interest expense, net215.1



234.8
Bridge financing commitment fees25.0




Other expense, net48.5

5.0
16.3
34.1
Income (loss) before income taxes(263.7)(29.0)15.6
393.0
(108.1)
Provision (benefit) for income taxes(44.8)
7.1
145.2
(1.3)
Net income (loss)(218.9)(29.0)8.5
247.8
(106.8)
Less: Net income attributable to noncontrolling interests6.0

0.6
4.5
6.6
Net income (loss) attributable to controlling interests$(224.9)$(29.0)$7.9
$243.3
$(113.4)
Net sales
Historical: Net sales were $3,951.1 million and $326.2 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to net sales of $4,219.4 million for the Predecessor year ended December 31, 2012. Higher average selling prices across all regions contributed to net sales growth of 6.3% in the Successor year ended December 31, 2013. This growth was partially offset by volume declines during the period, which reduced net sales by 3.5%, primarily as a result of a weak economic environment in Latin America. Additionally, the unfavorable impacts of currency exchange contributed to a 1.4% reduction in net sales, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.
Pro Forma: Net sales increased $57.9 million, or 1.4%, to $4,277.3 million for the Pro Forma year ended December 31, 2013, as compared to net sales of $4,219.4 million for the Predecessor year ended December 31, 2012. Higher average selling prices contributed to net sales growth of 6.3%. This growth was partially offset by volume declines during the period, which reduced net sales by 3.5%, primarily as a result of a weak economic environment in Latin America. Additionally, the unfavorable impacts of currency exchange contributed to a 1.4% reduction in net sales, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.

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Other revenue
Historical: Other revenue was $35.7 million and $1.1 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to other revenue of $37.4 million for the Predecessor year ended December 31, 2012. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: Other revenue remained largely consistent at $36.8 million for the Pro Forma year ended December 31, 2013, as compared to other revenue of $37.4 million for the Predecessor year ended December 31, 2012. The impacts of currency exchange did not have a material impact on the comparable periods.
Cost of sales
Historical: Cost of sales was $2,772.8 million and $232.2 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to cost of sales of $2,932.6 million for the Predecessor year ended December 31, 2012. Cost of sales for the Successor year ended December 31, 2013 reflected increased depreciation expense of $73.4 million resulting from the fair value adjustments to property, plant and equipment in conjunction with the Acquisition. Cost of sales was also negatively impacted in 2013 by increased costs of goods of $103.7 million resulting from the fair value adjustments to inventory in conjunction with the Acquisition. Included in the Predecessor year ended December 31, 2012 was a $19.1 million benefit due to the last-in-first-out "LIFO" method of inventory accounting. In addition to the impacts from purchase accounting, cost of sales was also favorably impacted by the reduction in costs incurred in the Successor period operating structure versus those previously allocated by DuPont during the Predecessor year ended December 31, 2012. This includes the impacts of the defined benefit pension obligations for U.S. employees in connection with the Acquisition, which resulted in a net reduction in U.S. employee fringe costs compared to the Predecessor year ended December 31, 2012. The remaining decrease was primarily due to lower raw material costs across most regions and product lines as well as impacts from foreign currency exchange rates. The favorable impact of raw material prices across both our Performance Coatings and Transportation Coatings segments contributed to an approximately 0.3% impact on cost of sales as a percentage of net sales. Favorable impacts of currency exchange contributed to a 0.4% decrease in cost of goods sold, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.
Pro Forma: Cost of sales decreased $23.6 million, or 0.8%, to $2,909.0 million for the Pro Forma year ended December 31, 2013 as compared to $2,932.6 million for the Predecessor year ended December 31, 2012. The Pro Forma year ended December 31, 2013 was adjusted to include the impact of $7.9 million of increased depreciation for the Predecessor period January 1, 2013 through January 31, 2013 and to exclude $103.7 million of increased costs of goods related to the Acquisition. As a percentage of net sales, cost of sales decreased from 69.5% to 68.0%. This decrease was primarily due to lower raw material costs across most regions and product lines. The favorable impact of raw material prices across both our Performance Coatings and Transportation Coatings segments contributed to an approximately 0.3% impact on cost of sales as a percentage of net sales. Cost of sales was also favorably impacted by the reduction in costs incurred in our current operating structure versus those previously allocated by DuPont during the Predecessor year ended December 31, 2012. Further, we did not assume defined benefit pension obligations for U.S. employees in connection with the Acquisition, which resulted in a net reduction in U.S. employee fringe costs compared to the Predecessor year ended December 31, 2012. These decreases were slightly offset by the $19.1 million benefit included in the Predecessor year ended December 31, 2012 due to the LIFO method of inventory accounting, as well as the impact in the Successor year ended December 31, 2013 of increased depreciation expense of $81.3 million resulting from the fair value adjustments to property, plant and equipment in conjunction with the Acquisition. Favorable impacts of currency exchange contributed to a 0.4% decrease in cost of goods sold, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.
Selling, general and administrative expenses
Historical: Selling, general and administrative expenses were $1,040.6 million and $70.8 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to selling, general and administrative expenses of $873.4 million for the Predecessor year ended December 31, 2012. The increase in 2013 was primarily the result of $231.5 million of transition-related expenses we incurred during the Successor year ended December 31, 2013, primarily due to 2013 termination benefits and other employee related costs of $147.5 million and consulting and advisory costs of $54.7 million related to our initial separation and transition to a standalone company. Selling, general and administrative expenses were also adversely impacted by increased depreciation expense of approximately $23.1 million resulting from the fair value adjustments to non-manufacturing assets in conjunction with the Acquisition. Favorable impacts of currency exchange, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar, contributed to an approximately 1.0% decrease in selling, general and administrative expenses. These increases were offset slightly by a reduction in U.S. pension expense and lower actual costs for our operating structure as a standalone entity.

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Pro Forma: Selling, general and administrative expenses increased $240.2 million, or 27.5%, to $1,113.6 million for the Pro Forma year ended December 31, 2013, as compared to $873.4 million for the Predecessor year ended December 31, 2012. The Pro Forma year ended December 31, 2013 is adjusted to reflect the increased depreciation expense resulting from the fair value adjustments to non-manufacturing assets in conjunction with the Acquisition. This increase was primarily driven by the $231.8 million of transition-related costs incurred during the Pro Forma year ended December 31, 2013, primarily due to 2013 termination benefits and other employee related costs of $147.8 million, and consulting and advisory costs of $54.7 million related to our transition to a standalone company. Additionally, we incurred $25.3 million in additional depreciation expense associated with fair value adjustments to non-manufacturing assets in conjunction with the Acquisition. Favorable impacts of currency exchange, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar, contributed to an approximately 1.0% decrease in selling, general and administrative expenses. These increases were offset slightly by approximately $16.9 million reduction in U.S. pension expense and lower actual costs for our operating structure as a standalone entity.
Research and development expenses
Historical: Research and development expense was $40.5 million and $3.7 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to research and development expense of $41.5 million for the Predecessor year ended December 31, 2012. Research and development expense compared to the Predecessor year ended December 31, 2012 increased due to focused spending on growth projects. This increase was partially offset by a decrease in allocations of costs of $2.1 million for the Successor year ended December 31, 2013 compared to the Predecessor year ended December 31, 2012, representing costs associated with the DuPont Corporate research and development activities in 2012. In addition, favorable impacts of currency exchange contributed to a 0.7% decrease in research and development expense, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.
Pro Forma: Research and development expense increased $2.7 million, or 6.5%, for the Pro Forma year ended December 31, 2013 to $44.2 million compared to $41.5 million for the Predecessor year ended December 31, 2012. Research and development expense for the Pro Forma year ended December 31, 2013 increased due to focused spending on growth projects. This increase was partially offset by a decrease in allocations of costs of $2.1 million for the Pro Forma year ended December 31, 2013 compared to the Predecessor year ended December 31, 2012 representing costs associated with the DuPont Corporate research and development activities in 2012. Favorable impacts of currency exchange contributed to a 0.7% decrease in research and development expense, primarily due to the weakening of foreign currency exchange rates within the Latin America region compared to the U.S. dollar.
Amortization of acquired intangibles
Historical: Amortization of acquired intangibles was $79.9 million for the Successor year ended December 31, 2013. Amortization of acquired intangibles in the Successor year ended December 31, 2013 includes a loss of $3.2 million associated with abandoned acquired in-process research and development projects, all of which was related to the Acquisition. There were no comparable costs recorded in the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012.
Pro Forma: Amortization of acquired intangibles was $86.5 million for the Pro Forma year ended December 31, 2013. Amortization expense for the Pro Forma year ended December 31, 2013 has been adjusted to reflect amortization expense for January 2013. There were no comparable costs recorded in the Predecessor year ended December 31, 2012. The impacts of currency exchange did not have a material impact on the comparable periods.
Merger and acquisition related costs
Historical: In connection with the Acquisition, we incurred $28.1 million and $29.0 million of merger and acquisition costs during the Successor year ended December 31, 2013 and the Successor period August 24, 2012 through December 31, 2012, respectively. These costs consisted primarily of investment banking, legal and other professional advisory services costs. There were no such costs associated with the Predecessor period January 1, 2013 through January 31, 2013 or the Predecessor year ended December 31, 2012. The impacts of currency exchange did not have a material impact on the comparable periods.
Pro Forma: The Pro Forma year ended December 31, 2013 has been adjusted to remove the impact of these Acquisition related costs. There were no comparable costs recorded in the Predecessor year ended December 31, 2012.
Interest expense, net
Historical: Interest expense, net was $215.1 million for the Successor year ended December 31, 2013. There was no interest expense for the Predecessor year ended December 31, 2012 or the Predecessor period January 1, 2013 through January 31, 2013. The increase in interest expense, net was due to interest costs associated with the debt financing for the Acquisition and the liquidity requirements of a standalone entity.

50


Pro Forma: Interest expense, net for the Pro Forma year ended December 31, 2013 of $234.8 million has been adjusted to reflect interest expense for January 2013, which resulted in an additional $19.7 million in interest for the Pro Forma year ended December 31, 2013. There was no interest expense for the Predecessor year ended December 31, 2012.
Bridge financing commitment fees
Historical: Commitment fees related to the Bridge Facility of $21.0 million and associated legal and other professional advisory services costs of $4.0 million were expensed upon termination of the Bridge Facility during the Successor period ended December 31, 2013. There were no such costs associated with the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012.
Pro Forma: The Pro Forma year ended December 31, 2013 has been adjusted to remove the impact of these fees. There were no comparable costs recorded in the Predecessor year ended December 31, 2012.
Other expense, net
Historical: Other expense, net was $48.5 million and $5.0 million for the Successor year ended December 31, 2013 and for the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to $16.3 million for the Predecessor year ended December 31, 2012. Other expense, net during the Successor year ended December 31, 2013 primarily consists of net foreign exchange losses from intercompany transactions denominated in currencies different from the functional currency of the subsidiary involved in the transaction. In addition, the increase partially resulted from a $19.4 million loss related to the Acquisition date settlement of a foreign currency hedge contract used to hedge the variability of the U.S. dollar equivalent of the original borrowings under the Euro Term Loan and Euro Senior Notes, and the impact of the strengthening Euro against our Euro Borrowings.
Pro Forma: Other expense, net increased $17.8 million, or 109.2%, for the Pro Forma year ended December 31, 2013 to $34.1 million compared to $16.3 million for the Predecessor year ended December 31, 2012. The Pro Forma year ended December 31, 2013 excludes the impact of $19.4 million of a loss related to the Acquisition date settlement of a foreign currency hedge contract used to hedge the variability of the U.S. dollar equivalent of the original borrowings under the Euro Term Loan and Euro Senior Notes. Net foreign exchange losses of $34.0 million were recorded for the Pro Forma year ended December 31, 2013, as compared to a loss of $17.7 million for the Predecessor year ended December 31, 2012.
During the Pro Forma year ended December 31, 2013, we incurred net unrealized foreign exchange losses of $9.4 million on the remeasurement of intercompany loans. In addition, we incurred unrealized foreign exchange losses of $14.6$68.4 million related to the remeasurementimpairment of the Euro Senior Notes and Euro Term Loan into U.S. dollars. The remaining foreign exchange losses primarily related to the remeasurement of otheroperational assets and liabilities denominated in currencies other than the functional currency of the affected subsidiaries.
Provision (benefit) for income taxes
Historical: We recordedas well as a benefit for income taxes of $44.8 million for the Successor year ended December 31, 2013,non-operating real estate investment which represents a 17.0% effective tax rate in relation to the loss before income taxes of $263.7 million. The effective tax rate for the Successor year ended December 31, 2013 differs from the U.S. Federal statutory rate by 18.0%. This difference is primarily due tohad an unfavorable adjustments for the impact of pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $55.0$23.8 million unrecognized tax benefits primarily related to acquisition tax matters of $35.1 million, and non-deductible expenses of $25.8 million. These adjustments were partially offset byon the benefit of earnings in jurisdictions where the statutory taxeffective rate as it was lower than the U.S. Federal statutory rate of $36.6 million and capital losses of $46.7 million.
We recorded a provision for income taxes of $145.2 million for the Predecessor year ended December 31, 2012 which represents a 37.0% effective tax rate in relation to the income before taxes of $393.0 million. The effective tax rate for the Predecessor year ended December 31, 2012 differs from the U.S. federal statutory rate by 2.0%. This difference is primarily due tonondeductible. Lastly, the unfavorable impact of pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $9.8$9.6 million, as well as a $4.7the impact of non-deductible expenses and interest of $11.4 million, impact related to non-deductible net foreignthe increase in unrecognized tax benefits of $7.1 million and $3.1 million associated with currency exchange losses. This is offset bylosses negatively impacted the benefit of earnings in jurisdictions where the statutory tax rate was lower than the U.S. Federal statutory rate of $10.9 million.effective rate.
Pro Forma:We recorded a benefitprovision for income taxes of $1.3$62.1 million for the Pro Forma year ended December 31, 2013,2015, which represents a 1.2%39.3% effective tax rate in relation to the pro forma lossincome before income taxes of $108.1$157.9 million. The variance in the pro forma effective tax rate fromfor the historical effective tax rate, described in the corresponding historical discussion above, was primarily due to the application of statutory income tax rates to the cumulative pro forma adjustments.


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SEGMENT RESULTS
Successor year ended December 31, 20142015 differs from the U.S. Federal statutory rate by 4.3%, which is the result of various items that impacted the rate both favorably and unfavorably. We generated earnings in jurisdictions where the statutory rate is lower than the U.S. Federal rate, primarily related to China, Germany, Luxembourg and Netherlands, which had a net favorable impact of $41.4 million. Additionally, $10.5 million associated with currency exchange losses favorably impacted the effective rate. These adjustments were offset by the pre-tax impairment charge in Venezuela of $30.6 million which had an unfavorable $10.7 million impact on the effective rate as it was nondeductible, the unfavorable impact of pre-tax losses attributable to jurisdictions where a tax benefit is not expected to be realized of $34.4 million, and the impact of non-deductible expenses and interest of $10.4 million.

SEGMENT RESULTS
Year ended December 31, 2017 compared to the Successor year ended December 31, 2013 and Predecessor period January 1, 2013 through January 31, 2013, and Successor year ended December 31, 2014 compared to the Pro Forma year ended December 31, 20132016
The following table presents net sales by segment and segment Adjusted EBITDA for the following periods:
SuccessorPredecessorPro Forma
Year Ended
December 31,
Period from January 1
through
January 31,
Year Ended December 31,Year Ended December 31,
(In millions)20142013201320172016
Net Sales    
Performance Coatings$2,585.0
$2,325.3
$186.8
$2,512.1
$2,675.1
$2,398.5
Transportation Coatings1,776.7
1,625.8
139.4
1,765.2
1,677.8
1,670.3
Total$4,361.7
$3,951.1
$326.2
$4,277.3
$4,352.9
$4,068.8
Segment Adjusted EBITDA(1)
   
Segment Adjusted EBITDA 
Performance Coatings$547.6
$500.2
$15.0
$518.7
$564.2
$549.7
Transportation Coatings292.9
198.8
17.7
218.9
321.0
352.7
Total$840.5
$699.0
$32.7
$737.6
$885.2
$902.4
(1)For information about Adjusted EBITDA, including the manner in which it is calculated and a reconciliation from our net income (loss) to Adjusted EBITDA see Part II, Item 7, "Non-GAAP Financial Measures". The Segment Adjusted EBITDA information for the Pro Forma year ended December 31, 2013 includes (a) the add-back of corporate allocations from DuPont to DPC for the usage of DuPont’s facilities, functions and services; costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont; a portion of DuPont’s general corporate expenses; and certain pension and other long-term employee benefit costs net of (b) estimated standalone costs based on a corporate function resource analysis that included a standalone executive office, the costs associated with supporting a standalone information technology infrastructure, corporate functions such as legal, finance, treasury, procurement and human resources and certain costs related to facilities management. This resource analysis included anticipated headcount and the associated overhead costs of running these functions effectively as a standalone company of our size and complexity. This resulted in a net benefit of $5.7 million for the Predecessor period January 1, 2013 through January 31, 2013.
Performance Coatings Segment
Historical: Net sales were $2,585.0 million for the Successor year ended December 31, 2014 compared to net sales of $2,325.3 million for the Successor year ended December 31, 2013 and $186.8 million for the Predecessor period January 1, 2013 through January 31, 2013. The increase in net sales in the Successor year ended December 31, 2014 was primarily driven by volume growth, which contributed to a net sales increase of 3.1%, as well as higher average selling prices, which contributed to a net sales increase of 1.9%. Net sales growth was partially offset by the unfavorable impacts of currency exchange, which contributed to an approximately 2.1% reduction in net sales resulting primarily from the impacts of weakening currencies in certain jurisdictions within Latin America and Asia.
Adjusted EBITDA was $547.6 million for the Successor year ended December 31, 2014 compared to Adjusted EBITDA of $500.2 million for the Successor year ended December 31, 2013 and $15.0 million for the Predecessor period January 1, 2013 through January 31, 2013. The increase in Adjusted EBITDA in the Successor year ended December 31, 2014 was driven by higher volumes and higher average selling price as well as lower raw material input costs slightly offset by higher operating costs. In addition, the absence of the Predecessor corporate allocated costs in January 2013 contributed an approximate $3.4 million benefit.
Pro Forma: Net sales increased $72.9$276.6 million, or 2.9%11.5%, to $2,585.0 million for the Successor year ended December 31, 2014, as compared to net sales of $2,512.1 million for the Pro Forma year ended December 31, 2013. The increase in net sales in the Successor year ended December 31, 2014 was primarily driven by volume growth, which contributed to a net sales increase of 3.1%, as well as higher average selling prices, which contributed to a net sales increase of 1.9%. Net sales growth was partially offset by the unfavorable impacts of currency exchange, which contributed to an approximately 2.1% reduction in net sales resulting primarily from the impacts of weakening currencies in certain jurisdictions within Latin America and Asia.

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Adjusted EBITDA increased $28.9 million, or 5.6%, to $547.6 million for the Successor year ended December 31, 2014 as compared to $518.7 million for the Pro Forma year ended December 31, 2013. As a percentage of net sales, Adjusted EBITDA increased to 21.2% from 20.6%. The increase was driven by higher volumes and higher average selling price as well as lower raw material input costs offset slightly by higher operating costs.
Transportation Coatings Segment
Historical: Net sales were $1,776.7 million for the Successor year ended December 31, 2014 compared to net sales of $1,625.8 million for the Successor year ended December 31, 2013 and $139.4 million for the Predecessor period January 1, 2013 through January 31, 2013. The increase in net sales in the Successor year ended December 31, 2014 was primarily driven by higher average selling prices, which contributed to net sales growth of 4.0%. This increase was partially offset by volume declines, primarily concentrated in the Latin America region, which contributed to a net sales decline of 1.4%. Unfavorable currency exchange rates also contributed to a reduction to net sales of 1.9% resulting primarily from the impacts of weakening currencies in certain jurisdictions primarily within Latin America.
Adjusted EBITDA was $292.9 million for the Successor year ended December 31, 2014 compared to Adjusted EBITDA of $198.8 million for the Successor year ended December 31, 2013 and $17.7 million for the Predecessor period January 1, 2013 through January 31, 2013. The increase in Adjusted EBITDA in the Successor year ended December 31, 2014 was driven by higher average selling prices as well as lower fixed manufacturing costs, partially resulting from our operational improvement initiatives. In addition, the absence of the Predecessor corporate allocated costs contributed an approximate $2.3 million benefit.
Pro Forma: Net sales increased $11.5 million, or 0.7%, to $1,776.7$2,675.1 million for the year ended December 31, 2014, as2017 compared to net sales of $1,765.2$2,398.5 million for the Pro Forma year ended December 31, 2013.2016. The increase in net sales for the year ended December 31, 20142017 was driven by increased volumes of 10.7%. This included a 12.0% benefit from acquisitions and organic volume decreases, which were comprised of industrial end-market increases more than offset by decreases in our refinish end-market driven by distributor working capital adjustments in North America, as well as the absence of our now deconsolidated Venezuelan operations. Higher average selling prices contributed to an increase of 0.5%, and favorable impacts of currency exchange primarily related to the strengthening of the Euro compared to the Pro Forma year ended December 31, 2013 was primarily driven by higher average selling prices, which contributed to net sales growth of 4.0%. This increase was partially offset by declining volumes primarily concentrated in the Latin America region, whichU.S. dollar contributed to a net sales decline of 1.4%. Unfavorable currency exchange rates also contributed to a reduction to net sales of 1.9% resulting primarily from the impacts of weakening currencies in certain jurisdictions primarily within Latin America.0.3% increase.
Adjusted EBITDA increased $74.0$14.5 million, or 33.8%2.6%, to $292.9$564.2 million for the year ended December 31, 2014 as2017 compared to $218.9$549.7 million for the Pro Forma year ended December 31, 2013. As a percentage of net sales,2016. The increase in Adjusted EBITDA increased to 16.5% from 12.4%. This increase was driven by higher average selling prices as well as lower fixed manufacturing costs, partially resulting from our operational improvement initiatives.


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Successorfor the year ended December 31, 2013, Pro Forma2017 was driven by impacts of acquisitions and higher average selling prices. These increases were partially offset by the unfavorable impacts of higher variable costs across all regions and end-markets.
Transportation Coatings Segment
Net sales increased $7.5 million, or 0.4%, to $1,677.8 million for the year ended December 31, 2013 and Predecessor period January 1, 2013 through January 31, 20132017 compared to net sales of $1,670.3 million for the Predecessor year ended December 31, 20122016. The increase in net sales for the year ended December 31, 2017 was driven by an increase in sales volumes which contributed to growth of 3.0%. This included organic volume increases in both end-markets as well as a 0.7% benefit from acquisitions. Further contributing to the increase was the favorable impacts of currency exchange related to strengthening of the Euro and certain currencies in Latin America compared to the U.S. dollar which contributed to a 0.5% increase in net sales. Partially offsetting these increases were lower average selling prices across both end-markets contributing to a 3.1% decrease.
Adjusted EBITDA decreased $31.7 million, or 9.0%, to $321.0 million for the year ended December 31, 2017 compared to Adjusted EBITDA of $352.7 million for the year ended December 31, 2016. The decrease in Adjusted EBITDA for the year ended December 31, 2017 was primarily driven by lower average selling prices and higher variable costs in our light vehicle end-market, partially offset by volume growth across both end-markets.


SEGMENT RESULTS
Year ended December 31, 2016 compared to the year ended December 31, 2015
The following table presents net sales by segment and segment Adjusted EBITDA for the following periods:
SuccessorPredecessorPro Forma
Year Ended
December 31,
Period from January 1
through
January 31,
Year Ended
December 31,
Year Ended
December 31,
Year Ended December 31,
(In millions)201320132012201320162015
Net Sales   
Performance Coatings$2,325.3
$186.8
$2,479.5
$2,512.1
$2,398.5
$2,381.8
Transportation Coatings1,625.8
139.4
1,739.9
1,765.2
1,670.3
1,702.1
Total$3,951.1
$326.2
$4,219.4
$4,277.3
$4,068.8
$4,083.9
Segment Adjusted EBITDA(1)
  
Segment Adjusted EBITDA 
Performance Coatings$500.2
$15.0
$426.0
$518.7
$549.7
$535.8
Transportation Coatings198.8
17.7
151.6
218.9
352.7
328.1
Total$699.0
$32.7
$577.6
$737.6
$902.4
$863.9
(1)The Segment Adjusted EBITDA information for the Pro Forma year ended December 31, 2013 includes (a) the add-back of corporate allocations from DuPont to DPC for the usage of DuPont’s facilities, functions and services; costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont; a portion of DuPont’s general corporate expenses; and certain pension and other long-term employee benefit costs net of (b) estimated standalone costs based on a corporate function resource analysis that included a standalone executive office, the costs associated with supporting a standalone information technology infrastructure, corporate functions such as legal, finance, treasury, procurement and human resources and certain costs related to facilities management. This resource analysis included anticipated headcount and the associated overhead costs of running these functions effectively as a standalone company of our size and complexity. This resulted in a net benefit of $5.7 million for the Predecessor period January 1, 2013 through January 31, 2013. The Predecessor year ended December 31, 2012 does not include $84.2 million in net benefits related to these costs.
Performance Coatings Segment
Historical:Net sales were $2,325.3increased $16.7 million, and $186.8or 0.7%, to $2,398.5 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as2016 compared to net sales of $2,479.5$2,381.8 million for the Predecessor year ended December 31, 2012. Net2015. The increase in net sales growth for the Predecessor period January 1, 2013 through January 31, 2013 and the Successor year ended December 31, 20132016 was a result of higher average selling prices and volumes which contributed 3.7% and 2.8%, respectively. Contributions from price included a stronger product mix which was driven by our North America and Latin America regions. Volume growth in both our refinish and industrial end-markets included a 3.2% benefit from our acquisitions, slightly offset by the negative volume contribution from Latin America. These increases were partially offset by the unfavorable impacts of weakening currencies across all regions, which contributed to a 5.8% reduction in net sales.
Adjusted EBITDA increased $13.9 million, or 2.6%, to $549.7 million for the year ended December 31, 2016 compared to Adjusted EBITDA of $535.8 million for the year ended December 31, 2015. The increase in Adjusted EBITDA for the year ended December 31, 2016 was primarily driven by higher average selling prices, which contributedprimarily in our refinish end-market, increases in sales volumes in both end-markets combined with lower variable costs across all regions and the impacts related to net sales growthour recent acquisitions. Offsetting this increase were unfavorable impacts of 5.9%. These increases were offset by lower volumes, which decreased net sales by 3.4%. Weakening foreign currency exchange ratesacross all regions, due mainly to the weakening of certain currencies within Latin America compared to the U.S. dollar primarily relateddollar.
Transportation Coatings Segment
Net sales decreased $31.8 million, or 1.9%, to certain currencies within the Latin America region also had a negative impact on sales of 1.2%.
Adjusted EBITDA was $500.2 million and $15.01,670.3 million for the Successor year ended December 31, 20132016 compared to net sales of $1,702.1 million for the year ended December 31, 2015. The decrease in net sales for the year ended December 31, 2016 was primarily driven by unfavorable impacts of weakening currencies across all regions, which contributed to a 3.0% reduction in net sales. Offsetting the decline in net sales was a 1.0% increase in average selling prices primarily driven by Latin America. Volume of 0.1% was driven by strong performances in North America and Asia, including a 0.7% impact from acquisitions, which was largely offset by weaker volumes in Latin America.
Adjusted EBITDA increased $24.6 million, or 7.5%, to $352.7 million for the Predecessor period January 1, 2013 through Januaryyear ended December 31, 2013, respectively,2016 compared to Adjusted EBITDA of $426.0$328.1 million for the Predecessor year ended December 31, 2012. This2015. The increase was driven primarily byin Adjusted EBITDA for the absence of $77.6 million in the Predecessor year ended December 31, 2012 related to the add-back of corporate allocations from DuPont to DPC for estimated standalone entity benefits. The remaining increase was driven by lower raw material input costs and fixed manufacturing costs, partially resulting from our purchasing and operational improvement initiatives and price increases. These factors were slightly offset by the negative impact of weakening foreign currency exchange rates compared to the U.S. dollar, which were primarily related to certain currencies within the Latin America region, and contributed to a reduction in Adjusted EBITDA.
Pro Forma: Net sales increased $32.6 million, or 1.3%, to $2,512.1 million for the Pro Forma year ended December 31, 2013, as compared to net sales of $2,479.5 million for the Predecessor year ended December 31, 2012. Net sales growth2016 was primarily driven by higher average selling prices which contributed to net sales growth of 5.9%. These increases wereand lower variable costs. This increase was partially offset by lower volumes, which decreased net sales by 3.4%. Weakening foreign currency exchange rateshigher operating costs combined with the unfavorable impacts of the weakening of certain currencies within Latin America compared to the U.S. dollar primarily related to certain currencies within the Latin America region also had a negative impact on sales of 1.2%.dollar.

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Adjusted EBITDA increased$92.7 million, or 21.8%, to $518.7 million for the Pro Forma year ended December 31, 2013 as compared to $426.0 million for the Predecessor year ended December 31, 2012. As a percentage of net sales, Adjusted EBITDA increased to 20.6% from 17.2%. This increase was driven by lower raw material input costs and fixed manufacturing costs, partially resulting from our purchasing and operational improvement initiatives and price increases. These factors were slightly offset by the negative impact of weakening foreign currency exchange rates compared to the U.S. dollar, which were primarily related to certain currencies within the Latin America region, and contributed to a reduction in Adjusted EBITDA.
Transportation Coatings Segment
Historical: Net sales were $1,625.8 million and $139.4 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, as compared to net sales of $1,739.9 million for the Predecessor year ended December 31, 2012. Net sales growth for the Predecessor period January 1, 2013 through January 31, 2013 and the Successor year ended December 31, 2013 was primarily driven by higher average selling prices, which contributed to a 6.8% net sales growth. Lower sales volumes contributed to a net sales decline of 3.7%, and the negative currency impact from weakening foreign currency exchange rates compared to the U.S. dollar primarily related to certain currencies within the Latin America region contributed to a net sales decline of 1.6%.
Adjusted EBITDA was $198.8 million and $17.7 million for the Successor year ended December 31, 2013 and the Predecessor period January 1, 2013 through January 31, 2013, respectively, compared to Adjusted EBITDA of $151.6 million for the Predecessor year ended December 31, 2012. The increase in Adjusted EBITDA from the Predecessor year ended December 31, 2012 was primarily driven by selective price increases as well as the absence of $6.6 million related to the add-back of corporate allocations from DuPont to DPC for estimated standalone entity benefits. Additionally, unfavorable currency exchange rates, which were primarily concentrated in the Latin America region, slightly offset these increases, and contributed to a reduction in Adjusted EBITDA.
Pro Forma: Net sales increased $25.3 million, or 1.5%, to $1,765.2 million for the Pro Forma year ended December 31, 2013, as compared to net sales of $1,739.9 million for the Predecessor year ended December 31, 2012. Net sales growth was primarily driven by higher average selling prices, which contributed to a 6.8% net sales growth. Lower sales volumes contributed to a net sales decline of 3.7%, and the negative currency impact from weakening foreign currency exchange rates compared to the U.S. dollar primarily related to certain currencies within the Latin America region contributed to a net sales decline of 1.6%.
Pro Forma: Adjusted EBITDA increased $67.3 million, or 44.4%, to $218.9 million for the Pro Forma year ended December 31, 2013 as compared to $151.6 million for the Predecessor year ended December 31, 2012. As a percentage of net sales, Adjusted EBITDA increased to 12.4% from 8.7%, driven primarily by selective price increases. Unfavorable currency exchange rates, which were primarily concentrated in the Latin America region, slightly offset these increases, and contributed to a reduction in Adjusted EBITDA.

LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash on hand, cash flow from operations and available borrowing capacity under our Senior Secured Credit Facilities.
At December 31, 2014,2017, availability under the Revolving Credit Facility was $384.5$364.5 million, net of the$35.5 million of letters of credit issued which reduced the availability under the Revolving Credit Facility by $15.5 million.outstanding. All such availability may be utilized without violating any covenants under the credit agreement governing such facility or the indentures governing the Dollar Senior Notes and the EuroNew Senior Notes. At December 31, 2014, our2017, we had $13.1 million of outstanding borrowings under other lines of credit. Our remaining available borrowing capacity under other lines of credit in certain non-U.S. jurisdictions totaled $20.0$5.1 million.

We or our affiliates, at any time and from time to time, may purchase shares of our common stock, the Dollar Senior Notes, the EuroNew Senior Notes or other indebtedness. Any such purchases may be made through the open market or privately negotiated transactions with third parties or pursuant to one or more redemption, 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.

55


Cash Flows
Successor yearsYears ended December 31, 20142017, 2016 and 2013 as well as the Successor period from August 24 through December 31, 2012 and Predecessor year ended December 31, 2012 and Predecessor period from January 1 through January 31, 2013.2015
SuccessorPredecessor
Year Ended
December 31,
Period from August 24
through
December 31,
Period from January 1
through
January 31,
Year Ended
December 31,
Year Ended December 31,
(In millions)20142013201220132012201720162015
Net cash provided by (used in):   
Net cash provided by (used for): 
Operating activities:    
Net income (loss)$34.7
$(218.9)$(29.0)$8.5
$247.8
Net income$47.7
$44.6
$95.8
Depreciation and amortization308.7
300.7

9.9
110.7
347.5
322.1
307.7
Amortization of deferred financing costs and original issue discount8.0
17.8
20.6
Debt extinguishment and refinancing related costs13.4
97.6
2.5
Deferred income taxes(38.2)(120.8)
9.1
9.1
91.7
(15.9)(6.2)
Amortization of financing costs and original issue discount21.0
18.4



Fair value of acquired inventory sold
103.7



Foreign exchange losses75.1
48.9

4.5

Bridge financing commitment fees
25.0



Realized and unrealized foreign exchange (gains) losses, net(3.6)35.5
93.7
Stock-based compensation38.5
41.1
30.2
Asset impairments7.6
68.4
30.6
Venezuela deconsolidation charge

70.9


Other non-cash items(11.2)20.6

(3.9)7.6
4.4
(1.9)12.5
Net income (loss) adjusted for non-cash items390.1
177.6
(29.0)28.1
375.2
Net income adjusted for non-cash items626.1
609.3
587.4
Changes in operating assets and liabilities(138.7)199.2
29.0
(65.8)13.6
(86.1)(50.0)(177.6)
Operating activities251.4
376.8

(37.7)388.8
540.0
559.3
409.8
Investing activities(178.5)(5,011.2)
(8.3)(88.2)(689.6)(257.0)(166.2)
Financing activities(123.2)5,098.1

43.0
(290.6)367.3
(232.6)(84.7)
Effect of exchange rate changes on cash(26.9)(4.4)

(0.1)17.1
(19.3)(58.0)
Net increase (decrease) in cash and cash equivalents$(77.2)$459.3
$
$(3.0)$9.9
Net increase in cash$234.8
$50.4
$100.9
Year Ended December 31, 2014 (Successor)2017
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 2017 was $540.0 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $626.1 million. This was partially offset by uses of working capital of $86.1 million. The most significant drivers in working capital were increases in accounts receivables of $15.2 million, inventory of $19.9 million and other assets of $84.9 million. These were primarily caused by incremental net sales, increased inventory builds to support ongoing operational demands and upfront customer incentive payments during the year ended December 31, 2017. Other uses were due to a reduction in other liabilities of $12.6 million related to payments of normal operating activities, offset by increases in accounts payable of $39.8 million and other accrued liabilities of $6.7 million.
Net Cash Used in Investing Activities
Net cash used in investing activities for the year ended December 31, 2017 was $689.6 million. This use was driven by business acquisitions of $564.4 million (net of cash acquired), purchases of property, plant and equipment of $125.0 million, reduction of cash due to the deconsolidation of our Venezuelan operations of $4.3 million, and net cash provided for other investing activities of $4.1 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the year ended December 31, 2017 was $367.3 million. This inflow was driven by net proceeds from borrowings of $483.6 million primarily relating to the refinancing of our Dollar Term Loans, and proceeds of $24.8 million from cash received from stock option exercises. These proceeds were partially offset by purchases of treasury stock for $58.4 million and other payments of $82.7 million consisting of financing-related costs, pay-down of short-term and long-term borrowings, deferred acquisition-related consideration and dividends to noncontrolling interests.

Other Impacts on Cash
Favorable currency exchange impacts on cash for the year ended December 31, 2017 were $17.1 million, which were driven primarily by the strengthening of the Euro compared to the U.S. dollar.
Year Ended December 31, 2016
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 20142016 was $559.3 million$251.4 million.. Net income before deducting depreciation, amortization and other non-cash items generated cash of $390.1$609.3 million. ThisThis was partially offset by net increases in working capitaloperating assets and liabilities of $138.7$50.0 million. The most significant drivers in working capital were increases in accounts receivables inventory and other assets of $119.0$132.3 million due primarily to increasedincremental net sales and inventory builds to support ongoing operational demands compared to the year ended December 31, 2013, as well as, reductions of other accruedupfront customer payments, offset by net increases in current and non-current liabilities of $54.8$84.0 million primarily related to the paymentcost savings initiatives and timing of nonrecurring transition-related costs, including restructuring costs, partially offset by a $53.6 million increaseoperating activities, which includes increases in accounts payable.payable of $32.3 million.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 20142016 was $257.0 million$178.5 million.. This use was primarily driven primarily by purchases of property, plant and equipment of $188.4$136.2 million the purchaseand acquisitions of increased ownership in a majority owned joint venture$114.8 million (net of $6.5 millioncash acquired), and an increase of$4.7 million in restricted cash, partially offset by $21.3$6.0 million of proceeds from salesother investing activities that includes $3.9 million of assets. Purchases of property, plant and equipment includes approximately $74.8 million associated with our transition-related capital projects including our information technology systems and finalization of our transition of our global office relocations.asset acquisitions.

56


Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 20142016 was $123.2232.6 million. The This use was driven by payments of $1,755.7 million relating to the redemption of our 2021 Dollar and Euro Senior Notes, the net paydown and early repayments of our 2020 Term Loans, and quarterly principal payments as required under the Credit Agreement. These payments were offset by proceeds of $1,604.3 million relating to the issuance of our new 2024 Dollar and Euro Senior Notes and our new 2025 Euro Senior Notes, as well as the increase in principal on our 2023 Euro Term Loans as a part of the refinancing. The issuance and refinancing of our new indebtedness required us to pay financing costs of $86.3 million, which included a premium for early redemption of our 2021 Dollar and Euro Senior Notes of $56.6 million.
In addition, we had cash received from stock options exercised for $16.7 million, which is offset by repayments of short-term borrowings of $8.6 million, dividends paid to noncontrolling interests of $3.0 million, and $0.2 million of other financing activities.
Other Impacts on Cash
Unfavorable currency exchange impacts on cash for the year ended December 31, 2016 were $19.3 million primarily driven by the weakening of our translation rates compared to the U.S. dollar for our Venezuelan subsidiary which contributed $14.0 million.
Year ended December 31, 2015
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 2015 was $409.8 million. Net income before deducting depreciation, amortization and other non-cash items generated cash of $587.4 million. This was partially offset by net increases in operating assets and liabilities of $177.6 million. The most significant drivers in working capital were increases in accounts receivables and other assets of $126.7 million due primarily to the mix of credit terms which drove an increase in days sales outstanding and increased inventory builds of $35.2 million to support ongoing operational demands. Cash flows associated with accounts payable and other liabilities of $29.1 million related to payments of normal operating activities incurred in 2014 and paid during 2015.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 2015 was $166.2 million. This use was primarily driven by purchases of property, plant and equipment of $138.1 million and acquisitions of $29.6 million (net of cash received).
Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 2015 was $84.7 million. The change was primarily driven by repaymentsrepayment of term loansloans of $121.1$127.3 million. TheseThese payments were comprised of a$100.0 $100.0 million prepaymentprepayment on our 2020 Dollar Term LoanLoans made during the year ended December 31, 2014,2015, along with $21.1with $27.3 million of quarterly principal repayments as required under the Credit Agreement. In addition to these payments, we repaid short-term borrowingsalso paid dividends to non-controlling interests of $33.8$4.7 million. Offsetting these payments were cash received from stock option exercises for $62.4 million, partially offset byand proceeds received from short-term borrowingborrowings during the period of $30.7$2.0 million. During the year ended December 31, 2014, we paid $3.0 million in fees related to the amendment of the Senior Secured Credit Facilities.
We received $2.5 million through the sale of common shares during the year ended December 31, 2014. We also received $3.0 million related to the exercise of stock options.
Dividends paid to noncontrolling interests totaled $2.2 millionOther Impacts on Cash
Unfavorable currency exchange impacts on cash for the year ended December 31, 2014.
Year ended December 31, 2013 (Successor)
Net Cash Provided2015 were $58.0 million primarily driven by Operating Activities
Cash provided by operating activities was $376.8 million for the Successor year ended December 31, 2013. The cash flow from operations was the resultweakening of cash flows generated by operating earnings and reductions in net working capital, partially offset by merger and acquisition related costs and transition costs associated with our separation from DuPont. An increase in trade and notes receivable was due largelytranslation rates compared to higher sales levels during the Successor year ended December 31, 2013 resulted in an outflow of cash of $6.4 million. A decrease in inventories resulted in a generation of cash of $33.9 million. The decrease in inventories was primarily the result of the continued focus on working capital levels relative to demand and lower raw material costs. An increase in accounts payable favorably impacted cash flow from operations by $67.1 million. The increase in accounts payable was due in part to the separation from DuPont in February 2013, which resulted in the establishment of new credit terms with our new vendors as a standalone company, including certain raw materials contracts with DuPont, which were historically related party purchases in the Predecessor period. Prior to the Acquisition, transactions between DuPont and DPC were deemed to be settled immediately through the parent company net investment. Further contributing to the cash flows provided by operating activities was an increase in accrued liabilities of $193.1 million related to the timing of cash payments for annual employee performance related benefits, which were paid by DuPont for the 2012 performance period. The remaining increases in accrued liabilities had no impact on cash flows from operations, including severance-related liabilities and transition-related expenses, which had been accrued as of December 31, 2013 and had an offsetting impact within Net income (loss). Offsetting this operating activity was cash used in operating activities related to the restructuring activities during the year ended December 31, 2013, for which $23.7 million of payments were made.
Net Cash Used for Investing Activities
During the Successor year ended December 31, 2013, we acquired DPC for a purchase price of $4,907.3 million. Cash acquired was $79.7 million, which resulted in a net cash outflow of $4,827.6 million to acquire DPC.
During the Successor year ended December 31, 2013, we entered into a foreign currency contract to hedge the variability of the U.S. dollar equivalent of the original borrowings under the Euro Term Loan and the proceeds from the issuance of Euro Senior Notes. Net cash used to settle the derivative instrument was $19.4for our Venezuelan subsidiary which contributed $37.4 million. Additionally, we purchased a €300.0 million 1.5% interest rate cap on our Euro Term Loan for a premium of $3.1 million.
Purchases of property, plant and equipment during the Successor year ending December 31, 2013, were $107.3 million, which included transition costs related to our transition to a standalone entity, which included costs to transition off of the DuPont information technology systems. In addition to the transition costs, we incurred costs for several growth and improvement initiatives including the waterborne projects in Jiading, China and Front Royal, Virginia.
During the Successor year ended December 31, 2013, we also invested $54.5 million for a real estate property.
Net Cash Provided by Financing Activities
As part of the Acquisition, on February 1, 2013 Carlyle made the Equity Contribution of $1,350.0 million. Further, there were additional equity contributions of $5.4 million during the Successor year ended December 31, 2013.
Borrowings during the Successor year ended December 31, 2013 included $2,817.3 million of proceeds from borrowings under our Senior Secured Credit Facilities, net of original issue discount of $25.7 million, and the issuance of our Senior Notes in the amount of $1,089.4 million. We paid $126.0 million of deferred financing costs associated with issuing the Dollar Senior Notes and Euro Senior Notes and entering into the Senior Secured Credit Facilities and $25.0 million of commitment fees related to the Bridge Facility. Other short-term borrowings during the Successor year ended December 31, 2013 also included short-term borrowings of $38.8 million.
During the Successor year ended December 31, 2013, we made our required quarterly amortization payments on the Dollar Term Loan and Euro Term Loan totaling $21.3 million, as well as payments of $25.3 million on short-term borrowings.

57


During the Successor year ended December 31, 2013, dividends paid to noncontrolling interests totaled $5.2 million.
January 1, 2013 through January 31, 2013 (Predecessor)
Net Cash Used for Operating Activities
Net cash used for operating activities for the Predecessor period from January 1, 2013 through January 31, 2013 was $37.7 million. Net income, before deducting depreciation and amortization and other non-cash items, generated cash of $28.1 million.
An increase in inventories resulted in a use of cash of $19.3 million. Decreases in other accrued liabilities and accounts payable resulted in a use of cash of $43.8 million and $29.9 million, respectively. The decrease in other current liabilities was primarily due to reductions in compensation and other employee-related cost liabilities related to payment of annual incentive compensation, a reduction in the liabilities for discounts, rebates and warranties related to payments under annual rebate programs and a reduction in our foreign currency contracts derivatives liability. The reduction in accounts payable was primarily related to timing of vendor payments. Partially offsetting these items was a decrease in trade accounts and notes receivable which provided cash of $25.8 million. All other operating assets and liabilities netted to a $1.4 million generation of cash.
Net Cash Used for Investing Activities
During the Predecessor period from January 1, 2013 through January 31, 2013, net cash used for investing activities was $8.3 million. Purchases of property, plant and equipment and intangible assets were $2.4 million and $6.3 million, respectively, during the Predecessor period January 1, 2013 through January 31, 2013.
Net Cash Provided by Financing Activities
During the Predecessor period from January 1, 2013 through January 31, 2013, net cash provided by financing activities was $43.0 million which mainly represents the net cash used by operating activities and net cash used in investing activities discussed above as a result of DuPont’s centralized cash management system.
Year ended December 31, 2012 (Predecessor)
Net Cash Provided by Operating Activities
Cash provided by operating activities was $388.8 million for the Predecessor year ended December 31, 2012. Cash provided by net income adjusted for other non-cash income statement items totaled $375.2 million for the Predecessor year ended December 31, 2012. Cash provided by operating assets and liabilities totaled $13.6 million for the year ended December 31, 2012. Increases in accounts payable and other current liabilities, of $54.9 million and $36.4 million, respectively, primarily related to increased employee incentive compensation and transition related liabilities, were partially offset by increases in trade accounts and notes receivable of $58.9 million and decreases in other liabilities of $25.9 million.
Net Cash Used for Investing Activities
Cash used for investing activities for the Predecessor year ended December 31, 2012 was $88.2 million. This was primarily driven by $73.2 million in purchases of property, plant, and equipment and $21.6 million in purchases of intangibles.
Net Cash Used for Financing Activities
Cash used for financing activities for the Predecessor year ended December 31, 2012 was $290.6 million which mainly represents the net cash provided by operating activities less net cash used in investing activities discussed above as a result of DuPont’s centralized cash management system, as well as DuPont incurring costs on behalf of DPC.
Financial Condition
We had cash and cash equivalents at December 31, 20142017 and 20132016 of $382.1$769.8 million and $459.3$535.4 million, respectively. Of these balances, $264.2$398.9 million and $385.2$366.7 million were maintained in non-U.S. jurisdictions as of December 31, 20142017 and 2013,2016, respectively. We believe our organizational structure allows us the necessary flexibility to move funds throughout our subsidiaries to meet our operational 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, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. See Part I, Item 1A, “Risk Factors-Risks Related to our Indebtedness-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.” Our primary sources of liquidity are cash on hand, cash flow from operations and available borrowing capacity under our Revolving Credit Facility. 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 existing lines of credit will be adequate to service debt, fund the transition-related costs,our cost-savings initiatives, meet liquidity needs and fund necessary capital expenditures for the next twelve months.

58


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.
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.
The following table details our borrowings outstanding at the periods indicated:
Year Ended December 31,December 31,
(In millions)2014201320172016
Dollar Term Loan$2,165.5
$2,282.8
Euro Term Loan481.0
547.7
Dollar Senior Notes750.0
750.0
Euro Senior Notes305.3
344.9
Short-term borrowings12.2
18.2
Other0.7

2024 Dollar Term Loans$1,960.0
$
2023 Dollar Term Loans
1,545.0
2023 Euro Term Loans472.5
417.6
2024 Dollar Senior Notes500.0
500.0
2024 Euro Senior Notes399.7
349.7
2025 Euro Senior Notes536.9
469.8
Short-term and other borrowings94.8
39.8
Unamortized original issue discount(18.3)(22.7)(9.1)(10.0)
Deferred financing costs, net(39.2)(48.0)
3,696.4
3,920.9
$3,915.6
$3,263.9
Less:  
Short term borrowings12.2
18.2
$12.9
$8.3
Current portion of long-term borrowings27.9
28.5
24.8
19.6
Long-term debt$3,656.3
$3,874.2
$3,877.9
$3,236.0
Our indebtedness, including the Senior Secured Credit Facilities and New Senior Notes, areis more fully described in Note 2220 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K.

Our liquidity requirements are significant due to the highly leveraged nature of our company as well as our working capital requirements. At December 31, 20142017 and 2013,2016, there were no borrowings under the Revolving Credit Facility with total availability under the Revolving Credit Facility of $384.5$364.5 million aand $378.7 millionnd $379.3 million,, respectively, all of which may be borrowed by us without violating any covenants under the credit agreement governing such facility or the indentures governing the Dollar Senior Notes and the EuroNew Senior Notes.
The following tables detail our borrowings outstanding and the associated interest expense, including amortization of debt issuance costs and debt discounts, and average effective interest rates for such borrowings for the Successor years ended December 31, 20142017 and 2013,2016, respectively:
Year Ended December 31, 2014Year Ended December 31, 2017
(In millions)Principal
Average Effective
Interest Rate
Interest
Expense
Principal
Average Effective
Interest Rate
Interest
Expense
Term Loans$2,628.2
4.7%$127.6
$2,432.5
3.5%$80.0
Revolving Credit Facility
N/A4.7

N/A
1.9
Senior Notes1,055.3
7.3%78.6
1,436.6
4.5%62.2
Short-term and Other borrowings12.9
Various1.4
Short-term and other borrowings94.8
Various
2.9
Total$3,696.4
 $212.3
$3,963.9
 $147.0
Year Ended December 31, 2013Year Ended December 31, 2016
(In millions)Principal
Average Effective
Interest Rate
Interest
Expense
Principal
Average Effective
Interest Rate
Interest
Expense
Term Loans$2,807.8
5.6%$139.0
$1,962.6
4.4%$100.3
Revolving Credit Facility
N/A4.5

N/A
3.0
Senior Notes1,094.9
7.5%71.8
1,319.5
6.1%69.9
Short-term borrowings18.2
Various1.4
Short-term and other borrowings39.8
Various
5.0
Total$3,920.9
 $216.7
$3,321.9
 $178.2

59


Contractual Obligations
The following table summarizes our contractual obligations at December 31, 2014:2017:
 Contractual Obligations Due In:
(In millions)Total20152016-20172018-2019Thereafter
Debt, including current portion (1)
     
Senior Secured Credit Facilities, consisting of the following:     
Term Loan Facilities:     
Dollar Term Loan$2,165.5
$23.0
$46.0
$46.0
$2,050.5
Euro Term Loan481.0
4.9
9.8
9.8
456.5
Senior Notes, consisting of the following:     
Dollar Senior Notes750.0



750.0
Euro Senior Notes305.3



305.3
Other borrowings12.9
12.2

0.7

Interest payments (1)
998.6
176.3
349.7
341.3
131.3
Operating Leases208.6
50.6
63.1
47.2
47.7
Pension contributions (2)
16.5
16.5



Purchase obligations36.9
11.7
18.5
6.7

Uncertain tax positions, including interest and penalties (3)





Total$4,975.3
$295.2
$487.1
$451.7
$3,741.3
 Contractual Obligations Due In:
(In millions)Total20182019-20202021-2022Thereafter
Debt, including current portion (1)     
Senior Secured Credit Facilities, consisting of the following:     
Term Loan Facilities:     
2024 Dollar Term Loans$1,960.0
$20.0
$40.0
$40.0
$1,860.0
2023 Euro Term Loans472.5
4.8
9.5
9.5
448.7
Senior Notes, consisting of the following:     
2024 Dollar Senior Notes500.0



500.0
2024 Euro Senior Notes399.7



399.7
2025 Euro Senior Notes536.9



536.9
Other borrowings (2)41.8
13.1
1.7
27.0

Interest payments (3)907.2
143.2
284.1
277.8
202.1
Sale-leaseback financing (4)110.8
5.3
10.8
11.3
83.4
Operating leases134.7
41.8
46.0
26.7
20.2
Pension contributions (5)16.2
16.2



Purchase obligations (6)175.2
93.9
63.3
6.6
11.4
Uncertain tax positions, including interest and penalties (7)




Total$5,255.0
$338.3
$455.4
$398.9
$4,062.4
(1)During the year ended December 31, 2017, we refinanced our 2023 Dollar Term Loans with our 2024 Dollar Term Loans (see Note 20 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K). This resulted in a significant increase in our obligations for the years after 2022. Amounts assume that the Senior Secured Credit Facilities and New Senior Notes are repaid upon maturity, and the Revolving Credit Facility remains undrawn, which may or may not reflect future events.
(2)Other borrowings exclude debt associated with two of our leases treated as indebtedness, discussed within end-note 4.
(3)Future interest payments include commitment fees on the unused portion of the Revolving Credit Facility, and reflect the interest payments on our DollarCurrent Term Loan, Euro Term LoanLoans and theNew Senior Notes. Future interest payments assume December 31, 20142017 variable interest rates will prevail throughout all future periods. Amounts represent the timing of interest accruals. Actual interest payments and repayment amounts may change.change depending on impact of interest rates on variable rate indebtedness and changes in currency exchange rates.
(2)(4)During the year ended December 31, 2017, we began treating one of our leases as a sale-leaseback financing obligation, which was previously treated as a build-to-suit lease. During the year ended December 31, 2016, we also recognized one of our leases as a sale-leaseback financing. The cash rental costs to be paid over the terms of these leases are reflected within the table above.
(5)We expect to make contributions to our defined benefit pension plans beyond 2015;2018; however, the amount of any contributions is dependent on the future economic environment and investment returns, and we are unable to reasonably estimate the pension contributions beyond 2015.2018.
(3)(6)AsPurchase obligations include various commitments, including contractual commitments to acquire ownership interests in a joint venture and pay contingent consideration and deferred consideration, as a result of business acquisitions completed in 2016 and 2017. At December 31, 2014,2017, we are committed to pay $53.9 million in two equal installments (2018 and 2019) related to the purchase of remaining joint venture interests, as well as $12.4 million of contingent and deferred consideration payable in 2018 related to previously closed acquisitions. In addition, we have $15.8 million in interest rate caps which will be paid from 2018 through 2021.
(7)At December 31, 2017, we had approximately $5.6$18.4 million of gross uncertain tax positions, including interest and penalties that could result in potential payments. Due to the high degree of uncertainty regardsregarding future timing of cash flows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities.

Scheduled Maturities
Below is a schedule of required future repayments of all borrowings outstanding at December 31, 2014 (Successor).2017.
(In millions)  
2015$40.1
201627.9
201727.9
201828.6
$40.5
201927.9
26.5
202025.7
202125.7
202252.4
Thereafter3,562.3
3,778.6
Total$3,714.7
$3,949.4
The table above excludes $14.5 million of debt associated with our sale-leaseback financings that will not be settled with cash.
Off Balance Sheet Arrangements
In connection withSee Note 8 to the Acquisition, we assumedconsolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosure of our guarantees of certain customers’ obligations under which we directly guarantee various debt obligations under agreements withto third parties related to equity affiliates, customers and suppliers. At December 31, 2014 and 2013 (Successor) we had directly guaranteed $2.2 million and $1.6 million of such obligations, respectively. These represent the maximum potential amount of future (undiscounted) payments that we could be required to make under the guarantees in the event of default by the guaranteed parties. No amounts were accrued at December 31, 2014 and 2013.
No other off balance sheet arrangements existed as of December 31, 2014 or 2013.

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Recent Accounting Guidance
See Note 4 "Recent Accounting Guidance" to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for a summary of recent accounting guidance.
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 3 to the consolidated and combined financial statements included elsewhere in this Annual Report.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
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 excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed 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, asset lives and market multiples, among other items.
The fair values of intangible assets wereare 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. 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 the evolving business needs and competitively produce our existing products.
The fair valuevalues of real properties acquired wasare 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, wereare 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 wasis developed primarily using a cost approach.

The determination of the fair value of assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition.
The fair value of the noncontrolling interests, related to acquired joint ventures, werewhen applicable, are estimated by applying an income approach. This fair value measurementapproach and is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions in the valuation of noncontrolling interest included 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 the contingent consideration liabilities is estimated by applying an income approach using the Black-Scholes option pricing model. The fair value measurements are based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions in the valuation of contingent consideration liabilities included discount rates, expected terms, volatility rates and operating results as applicable based on the targets identified in the respective acquisition agreements.
The results of operations for businesses acquired are included in the financial statements from the date of the acquisition.
See Note 5 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further detail on the Acquisition and related accounting.
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
As discussed in Note 3 "Summary of Significant Accounting Policies," under Item 8 ofto the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, the Company tests goodwill and identifiable intangible assets with indefinite lives for impairment at least annually. Intangibles are tested for impairment using a quantitative impairment model.annually as of October 1st. We initially test goodwill and indefinite-lived intangible assets for impairment by either performing a qualitative evaluation or a two-step quantitative test.evaluation. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and general economicmacroeconomic conditions, to determine whether it is more likely than not (more than 50%) that the fair values of a reporting unit or asset is less than itsthe respective carrying amount,amounts, including goodwill.goodwill when testing goodwill for impairment. In the event the qualitative assessment indicates that an impairment is more likely than not, we would be required to perform a quantitative impairment test, otherwise no further analysis is required. We may elect to bypass this qualitative assessment for some or all of our reporting units and indefinite-lived intangible assets and perform a two-step quantitative test. Fair values under the quantitative test 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 a reporting unit’s 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.
For the 20142017 impairment tests we utilized both the qualitative and quantitative methods to assess impairment. None of our goodwill was impaired basedand indefinite-lived intangible assets, management performed the two-step quantitative test. This test concluded that the carrying values exceeded the respective fair values and no impairments existed. In addition, during 2017 we changed certain indefinite-lived intangible assets to definite-lived intangible assets, as discussed further in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on the results of the testing.Form 10-K.
The inputs utilized in the analysesa quantitative analysis are classified as Level 3 inputs within the fair value hierarchy as defined in 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. 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.
Goodwill is allocated to, and evaluated for impairment at, the reporting unit level, which is defined as an operating segment or one level below an operating segment. We have two operating segments - Performance Coatings and Transportation Coatings - that also serve as our reportable segments. We have goodwill allocated to eighteach of our four reporting units. At December 31, 2014,2017, our $1,001.1$1,271.2 million in total goodwill is allocated to reportable segments as follows: $933.6$1,189.2 million in Performance Coatings and $67.5$82.0 million in Transportation Coatings.

Other intangible assets
We conducted our 2014 annual indefinite-lived intangible assets impairment assessment as of October 1, 2014 and plan to update this assessment annually each October, unless conditions arise that would require a more frequent evaluation. In assessing the recoverability of indefinite-lived intangible assets, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. Each year, we evaluate those intangible assets with indefinite lives to determine whether events and circumstances continue to support the indefinite useful lives. When testing indefinite-lived intangible assets for impairment, we have the option to first 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 the fair value of an indefinite-lived intangible asset is less than its carrying amount. Such qualitative factors may include the following:
macroeconomic conditions;
industry and market considerations;
cost factors;
overall financial performance; and
other relevant entity-specific events.
Based on the results of our annual impairment review conducted in October 2014, management concluded that the fair value exceeded carrying value and no impairments existed.
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 42 to 20 years. The reasonableness of the useful lives of these assets is continually evaluated. Once these assets are fully amortized, they are removed from the balance sheet.
The in-process research and development projects we acquired in conjunction with the Acquisition are considered indefinite-lived intangible assets until the abandonment or completion of the associated research and development efforts. Upon completion of the research and development process, the carrying values of acquired in process research and development projects are reclassified as definite-lived assets and are amortized over their useful lives. If the project is abandoned, we record the write-off as a loss in the statement of operations. During the years ended December 31, 2014 and 2013, we abandoned certain projects with carrying amounts of $0.1 million and $3.2 million, respectively, and recorded losses associated with these projects, which are included as components of amortization of acquired intangibles in the consolidated statements of operations.

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Long-Lived Assets
Long-lived assets, which includes property, plant and equipment, and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value. An impairment loss is recognized in the statement of operations in the period that the impairment occurs.
Stock-Based Compensation
Successor periods
During 2013, we granted approximately 4.1 million, 5.7 million and 6.4 million non-qualified service-based stock options to certain employees with strike prices of $5.92, $8.88 and $11.84 (per share), respectively.
During 2014, we granted 1.6 million non-qualified service-based stock options to certain employees with strike prices of $5.92, $7.21, $8.88 and $11.84 per share. Options generally vest over a 5-year period, and vesting of a portion of the options could accelerate in the event of a change in control or certain other events. Option life cannot exceed ten years.
For the years ended December 31, 2014 and 2013, we recorded compensation expense of $8.0 million and $7.4 million, respectively. Compensation expense related to service-based, non-qualified stock options is equivalent to the grant-date fair value of the awards determined under the Black-Scholes option pricing model and is being recognized as compensation expense over the service period utilizing the graded vesting. At the grant date, we estimated a forfeiture rate of zero duevesting attribution method.
Compensation expense related to the limited historyrestricted stock awards and expectationsrestricted stock units is equal to the grant-date fair value of forfeitures.the awards determined by the closing share price on the date of the grant. The related expense is being recognized as compensation expense over the service period utilizing the graded vesting attribution method.
Compensation expense related to performance stock awards and performance share units is equivalent to the grant-date fair value of the awards determined using a valuation methodology (Monte Carlo simulation model) to account for the market conditions linked to these awards. These awards are tied to the Company’s total shareholder return ("TSR") relative to the TSR of a selected industry peer group. Each award covers a three-year performance cycle with a three-year service period vesting requirement. Awards will cliff vest upon meeting the applicable TSR thresholds and the three-year service requirement. The actual number of shares awarded is adjusted to between zero and 200% of the target award amount based upon achievement of pre-determined objectives relative to a peer group. TSR relative to peers is considered a market condition under applicable authoritative guidance. The related expense is being recognized as compensation expense over the service period utilizing the graded vesting attribution method.
We recognize compensation expense net of forfeitures, which we have elected to record at the time of occurrence.
The fair value of non-qualified stock options granted in 2013 ranged from $0.95 per share to $2.01 per share. The fair value of options granted in 2014 ranged from $1.51 per share to $3.01 per share. Principal2015 through 2017 and the respective principal weighted average assumptions used in applying the Black-Scholes model were as follows:
Key Assumptions2014 Grants2013 Grants
Expected Term7.81 years
7.81 years
Volatility28.28%28.61%
Dividend Yield%%
Discount Rate2.21%2.13%
To estimate the expected stock option term for the $5.92 and $7.21 stock options referred to above, we used the simplified method, as the options were granted at fair value and we were a privately-held company at the grant date and had no exercise history. Based upon this simplified method, the $5.92 and $7.21 per share stock options have an expected term of 6.5 years. The strike price for the $8.88 and $11.84 per share tranches of options exceeded the fair value at the grant date, which required the use of an estimate of an implicitly longer holding period, resulting in the term of 8.25 years.
Because we were a privately-held company with no trading history at the time of these grants, expected volatility was estimated using trading data derived from publicly held peer group companies over the expected term of the options. We do not anticipate paying cash dividends in the foreseeable future and, therefore, use an expected dividend yield of zero. The discount rate was derived from the U.S. Treasury yield curve.
During 2013, we sold 1.3 million common shares to certain employees at fair value for $7.4 million in proceeds. Because we were not publicly traded on the grant date, the market value of the stock for the 2013 stock awards was estimated based upon the Acquisition price as there were no significant changes in operations since the closing date of February 1, 2013. During 2014, we sold 0.3 million common shares at fair value for $2.5 million in proceeds.
For the 2014 stock awards, we estimated the per share fair value of our common shares using a contemporaneous valuation consistent with the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held Company Equity Securities Issued as Compensation" (the "Practice Aid"). In conducting this valuation, we considered all objective and subjective factors that we believed to be relevant, including our best estimate of our business condition, prospects and operating performance. Within this contemporaneous valuation, a range of factors, assumptions and methodologies were used. The significant factors included:
the fact that we were a private company with illiquid securities;
our historical operating results;
our discounted future cash flows, based on our projected operating results;

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valuations of comparable public companies; and
the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential.
For the contemporaneous valuation of our common shares, management estimated, as of the issuance date, our enterprise value on a continuing operations basis, using the income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow ("DCF") methodology based on our financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.
For the DCF methodology, we prepared annual projections of future cash flows through 2018. Beyond 2018, projected cash flows through the terminal year were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. Our projections of future cash flows were based on our estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated based on market participant assumptions.
For the Guideline Public Company and Guideline Transactions methods, we identified a group of comparable public companies and recent transactions within the chemicals industry. For the comparable companies, we estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure.
For the comparable transactions, we estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. The results of the market approaches corroborated the fair value determined using the income approach.
Awards issued subsequent to our IPO have been, and will continue to be, valued based on the market price of the shares on the date of the grant.
Key Assumptions2017 Grants2016 Grants2015 Grants
Expected Term6.00 years
6.00 years
6.00 years
Volatility21.75%21.63%22.19%
Dividend Yield%%%
Discount Rate2.03%1.45%1.79%
Fair Value of Options Per Share$7.20 - $8.56
$5.68 - $6.95
$6.27 - $8.88
See Note 1110 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further detail on stock based compensation.
Predecessor periods
DuPont maintained certain stock-based compensation plans for the benefit of certain of its officers, directors and employees, including, prior to the Acquisition, certain DPC employees. DPC recognized stock-based compensation within the consolidated and combined statement of operations based upon fair values. Total stock-based compensation expense included in the consolidated and combined statement of operations was $0.1 million and $0.5 million for the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012, respectively.
Retirement Benefits
Successor periods
In connection with the Acquisition, we assumed certain defined benefit pension plan and other long-term employee benefit plan obligations and acquired certain related plan assets for both current and former employees of our subsidiaries.
The defined benefit pension plans for our subsidiaries represent single-employer plans. ASC 805, Business Combinations, requires recognition of a pension asset or liability of a single-employer defined benefit pension plan in connection with recording assets and liabilities of a business combination accounted for as a purchase. A pension liability is recorded for the excess of the projected benefit obligation over the fair value of the plan assets. The projected benefit obligation and the fair value of plan assets were remeasured at the acquisition date using current discount rates and assumptions. The amount recorded for the pension asset or liability in a purchase transaction essentially represents a "fresh start" approach. Accordingly, our subsequent net periodic pension cost does not include amortization of any prior service cost/credit, net gain or loss, or transition amount that existed prior to the date of the Acquisition.
The defined benefit obligations for remaining current employees of non-U.S. subsidiaries assumed by us were carved out of defined benefit pension plans retained by DuPont. We have created new defined benefit pension plans and are in the process of finalizing the creation of new defined benefit pension plans for all affected participants. The Acquisition Agreement requires DuPont to transfer assets generally in the form of cash, insurance contracts or marketable securities from DuPont’s defined benefit pension plans to our defined benefit pension plans. As of December 31, 2014, DuPont had completed the asset transfers for all plans except the plan covering the Company’s Canadian employees. The Canadian plan assets continue to be invested and managed by DuPont until the required regulatory approvals are received at which time the assets will be transferred to a newly created trust.

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For multiemployer plans, ASC 805, Business Combinations, requires an obligation to the plan for a portion of its unfunded benefit obligations to be established at the acquisition date when withdrawal from the multiemployer plan is probable. As withdrawal from the DuPont defined benefit pension plan and related transfer of plan assets were required pursuant to the Acquisition Agreement, an estimate of the unfunded benefit obligations was recorded as of the closing date of the Acquisition for certain foreign benefit plans. The plan assets have been or will be directly transferred to the pension trust. Accordingly, assumed defined benefit obligations were presented net of the estimate of the plan assets to be transferred by DuPont.
The amounts recognized in the audited financial statements related to pension and other long-term employee 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, mortality rates and health care costs trendmortality rates. These assumptions are updated annually and are disclosed in Note 109 to the consolidated and combined 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 and obligations recorded in future periods.
The discount rate is determined asFor the majority of our defined benefit pension obligations, we utilize prevailing long-term high quality corporate bond indices applicable to the respective country at each measurement date based on a review of yield rates associated with long-term, high-qualitydate. In countries where established corporate bonds.bond markets do not exist, we utilize other index movement and duration analysis to determine discount rates. The calculation separately discounts benefit payments using the spot rates from a long-term, high-quality corporate bond yield curve.
The estimated impact of either a 100 basis point increase or decrease of the discount rate to the net periodic benefit cost for 20152018 would result in an increase of $0.4$0.3 million while the impact of a 100 basis point decrease of the discount rate would result in an increase of approximately $0.9 million.both scenarios. The estimated impact of a 100 basis point increase or decrease of the expected return on asset assumption on the net periodic benefit cost for 20152018 would result in a decrease or increase of approximately $2.1$3.1 million, while the impact of a 100 basis point decrease would result in an increase of $2.1 million.
Predecessor periods
Certain of DPC’s employees participated in defined benefit pension and other long-term employee benefit plans accounted for in accordance with the guidance for defined benefit pension and other long-term employee benefit plans in accordance with ASC 715, Compensation—Retirement Benefits. Certain DPC employees were previously covered under DuPont and DuPont subsidiaries’ sponsored plans, which were accounted for in accordance with accounting guidance in ASC 715. The majority of pension and other long-term employee benefit expenses during the Predecessor periods were specifically identified by employee. In addition, a portion of expense was allocated in shared entities and reported with cost of goods sold, selling, general and administrative expenses and research and development expenses in the Predecessor consolidated and combined statements of operations. For the U.S. pension plan and other defined benefit plans (the U.S. plans), DuPont considered DPC employees to be part of a multiemployer plan of DuPont. The expense related to the current and former employees of DPC is included in the Predecessor consolidated and combined financial statements. Non U.S. pensions and other long-term employee benefit plans (the non-U.S. plans) were accounted for as single employer plans where DPC recorded assets, liabilities and expenses related to the current DPC workforce.respectively.
Income taxes
Successor periods
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. 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 income in the period that includes the enactment date.
At December 31, 2014,2017, we had a net deferred tax asset balance of $99.0$45.5 million, after valuation allowances of $101.9$214.2 million. At December 31, 2013,2016, we had a net deferred tax asset balance of $16.0$162.2 million, after valuation allowances of $63.4$135.4 million. In evaluatingSuch assets arise because of temporary differences between the ability to realizefinancial reporting and tax bases of assets and liabilities, as well as from net operating loss, interest and tax credit carryforwards. 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 thewill not be realized. The Company relies on, in ordermust generate approximately $268.3 million of increasing subjectivity, taxable income in prior carryback years,to fully realize its consolidated net deferred tax assets as of December 31, 2017.
We evaluate the recoverability of deferred tax assets on a jurisdictional basis by assessing the adequacy of future reversalsexpected taxable income from all sources, including the reversal of existing taxable temporary differences, forecasted core business earnings and available tax planning strategiesstrategies. Of our net deferred tax asset balance as of December 31, 2017, $137.1 million, net of valuation allowances of $26.1 million, relates to our operations within the U.S. As of December 31, 2017, our operations within the U.S. are in a three-year cumulative income position. In instances where we are in a three-year cumulative loss, we assess all positive and forecastednegative factors including any potential aberrational items which may be included within our taxable results. The aberrational items which have impacted our results include transition-related costs associated with the separation from our Predecessor coupled with significant taxable losses associated with the exercises of pre-IPO stock options that were deep in the money at the time they were exercised, as well as debt extinguishment, refinancing and acquisition related 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 usinginherently rely heavily on estimates. We use our historical experience and projectedour 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 operatingfinancial results.

On December 22, 2017, the U.S. TCJA legislation was enacted into law and contains several key tax provisions that affected us, including the reduction of the U.S. corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The SEC staff issued SAB 118, which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the U.S. TCJA was passed late in December 2017, and ongoing guidance and accounting interpretation are expected over the coming months, we consider the accounting of the impacts of the U.S. TCJA, and other items to be provisional due to the forthcoming guidance and our ongoing analysis of our tax positions. We expect to complete our analysis within the one-year measurement period in accordance with SAB 118.
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. At December 31, 20142017 and 20132016 deferred income taxes of approximately $8.5$7.4 million and $15.9$5.8 million have been provided on such subsidiary earnings, respectively.

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Table At December 31, 2017, and 2016, we have not recorded a deferred tax liability related to withholding taxes of Contentsapproximately $4.2 million and $3.0 million, respectively, on unremitted earnings of subsidiaries that are permanently invested.

The breadth of our operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes we will ultimately pay. 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." Interest and penalties accrued related to unrecognized tax benefits are included in the provision for income taxes. At December 31, 20142017 and 2013,2016, the Company had gross unrecognized tax benefits, excluding interest and penalties, for both domestic and foreign operations of $5.3$17.2 million and $38.9$12.3 million, respectively.
See Note 1412 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our accounting for income taxes.
Predecessor periods
During the Predecessor periods, we attributed current and deferred income taxes of DuPont to the DPC standalone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by ASC 740, Income Taxes. Accordingly, our income tax provision was prepared following the "Separate Return Method." The separate return method applies ASC 740 to the standalone financial statements of each member of the consolidated group as if the group member were a separate taxpayer and a standalone enterprise. As a result, we may not have included in the separate consolidated and combined financial statements of the Predecessor actual tax transactions included in the consolidated financial statements of DuPont. Similarly, the tax treatment of certain items reflected in the separate Predecessor consolidated and combined financial statements may not be reflected in the consolidated financial statements and tax returns of DuPont; therefore, such items as alternative minimum tax, net operating losses, credit carryforwards and valuation allowances may exist in the standalone financial statements that may or may not exist in DuPont’s consolidated financial statements.
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. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Income tax related penalties are included in the provision for income taxes.
In general, the taxable income (loss) of our various entities was included in DuPont’s consolidated tax returns, where applicable in jurisdictions around the world. As such, we have not historically prepared separate income tax returns for many of our entities. Consequently, income taxes currently payable for these entities are deemed to have been remitted to DuPont, in cash, in the period the liability arose and income taxes currently receivable are deemed to have been received from DuPont in the period that we would have recognized a refund had we been a separate taxpayer.
Prior to the presale structuring that occurred in the latter part of 2012, no direct ownership relationships existed among all our various legal entities. Consequently, no provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates. Four new Dutch holding companies were created in 2012 to hold a significant portion of the DPC operations in Latin America, EMEA and Asia. No provision was made for income taxes on unremitted earnings of subsidiaries and affiliates due to the indirect ownership structure (for entities not owned by the new Dutch holding companies) and because earnings of the direct subsidiaries of the new Dutch holding companies were deemed to be indefinitely invested.
Derivatives and Hedging
For derivatives designated as cash flow hedges, if any, we measure hedge effectiveness by formally assessing, at least quarterly, the probable high correlation of the expected future cash flows of the hedged item and the derivative hedging instrument. The ineffective portions of the hedges are recorded in the consolidated statement of operations in the current period. If the hedging relationship ceases to be highly effective or it becomes probable that an expected transaction will no longer occur, future gains or losses on the derivative instrument are recorded in the statement of operations.
We account for interest rate swapscaps related to our existing long-term borrowings as cash flow hedges. The fair values of the derivatives are classified as current and noncurrent in the balance sheet based upon the maturity of the underlying derivative. As of December 31, 2014 and 2013, theses balances are classified as noncurrent in the consolidated balance sheet. The effective portions of the changes in the fair values of these derivatives are recorded in other comprehensive income and are reclassified to interest expense in the period in which earnings are impacted by the hedged items or in the period that the transaction no longer qualifies as a cash flow hedge. The ineffective portions of the changes in fair values of the derivatives are recorded in interest expense in the period ineffectiveness is determined.
If no hedging relationship is designated, derivatives are marked to market through the statement of operations. Cash flows from derivatives are recognized in the statement of cash flows in a manner consistent with the underlying transactions.

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See Note 2422 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our derivatives and hedging instruments.
Foreign Currency Translation
Successor periods
Our reporting currency is the U.S. dollar. As a result of the Acquisition, we reevaluated our functional currency accounting conclusions. Due primarily to our new legal entity organization structure, global cash management and raw material sourcing strategies, we determined that the functional currency of certain subsidiaries operating outside of the United States is generally the local currency of the respective subsidiaries. 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 consolidated balance sheet.
Gains and losses from transactions denominated in foreign currencies other than an entities’ functional currency are included in the consolidated statement of operations in Otherother expense, net.
Predecessor periods
ForSales deductions
In certain of our end-markets, when we recognize revenue from the Predecessor period,sale of our reporting currency wasproducts to our distribution customers, we simultaneously record an adjustment to net sales for estimated rebates, sales incentives and other allowances. In our refinish end-market, risk of loss passes upon the U.S. dollar. DuPont management determined thatsale to our distribution customers. Subsequent to the U.S. dollar wassale to distribution customers, when the functional currency of DPC’s legal entitiesdistribution customers sell our products to collision repair body shops, additional rebates or further pricing concessions can be given to our distribution customers and this functional currency was appropriate forcertain collision repair body shops. These rebates or further pricing concessions are estimated upon the DPC organizational legal entity structuresale to the distribution customer.
These provisions are estimated based on historical experience, estimated future trends, estimated distribution inventory levels, current contract sales terms with our direct and indirect customers and other competitive factors. If the economic environment in which DPC operated during the period covered by the Predecessor combinedassumptions we used to calculate these adjustments do not appropriately reflect future activity, our financial statements. For these legal entities, foreign currency denominated asset and liability amounts were remeasured into U.S. dollars at the end-of-period exchange rates. Nonmonetary assets, such as inventories, prepaid expenses, fixed assets and intangible assets were remeasured in U.S. dollars at historical exchange rates. Foreign currency denominated income and expense elements were remeasured into U.S. dollars at average exchange rates in effect during the year, except for expenses related to nonmonetary assets, which were remeasured at historical exchange rates.
Gains and losses from transactions denominated in foreign currencies other than an entities’ functional currency are included in the combined statementposition, results of operations in Other expense, net.and cash flows could be materially impacted.
Allowance for doubtful accounts
We maintain an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall geographic and industry-specific economic conditions, statutory requirements, accounts receivable turnover, historical and anticipated customer performance, historical experience with write-offs as a standalone company and the level of past-due amounts. Changes in these conditions may result in additional allowances. After all attempts to collect a receivable have failed and local legal requirements are met, the receivable is written off against the allowance.
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 are those related to environmental remediation, pending or threatened litigation against the Company and the resolution of matters related to open tax years.
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 government regulation, available technology, site-specific information and remediation alternatives. 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 is improved. Our process for estimating the expected cost for remediation considers the information available, technology that can be utilized and estimates of the extent of environmental damage. Adjustments to our estimates are made periodically as additional information received as remediation progresses.
We are subject to legal proceedings and claims arising out of our business operations. We routinely assess the likelihood of any adverse outcomes to 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 claim. 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 98 and Note 1412 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K.

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UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL INFORMATION
The unaudited pro forma consolidated and combined financial information for year ended December 31, 2013 below was derived from our audited financial statements for the year ended December 31, 2013 and the related notes thereto and the audited financial statements for the DPC business for the period from January 1, 2013 through January 31, 2013 and the related notes thereto, each of which are included elsewhere in this Annual Report on Form 10-K.
On February 1, 2013, we consummated the Acquisition and acquired the DPC business from DuPont for $4,907.3 million plus transaction expenses. The purchase price paid was allocated to the acquired assets and liabilities at fair value. The purchase price for the Acquisition was funded by (i) an equity contribution of $1,350.0 million, (ii) proceeds from a $2,300.0 million Dollar Term Loan facility and a €400.0 million Euro Term Loan facility and (iii) proceeds from the issuance of $750.0 million in senior unsecured notes and €250.0 million in senior secured notes.
The financing to fund the purchase price for the Acquisition is referred to herein as the "Financing."
Our unaudited pro forma consolidated and combined statements of operations are presented for the year ended December 31, 2013, assuming:
the Acquisition was completed on January 1, 2013;
the Financing was completed on January 1, 2013.
As the Acquisition and the Financing transactions are reflected in the historical consolidated balance sheet at December 31, 2013 included elsewhere in this Annual Report in Form 10-K, our unaudited pro forma consolidated and combined statements of operations only reflect the Acquisition and Financing transactions in the pro forma consolidated and combined statement of operations for the year ended December 31, 2013. Historically, the DPC businesses were managed and operated in the normal course of business with other affiliates of DuPont. Accordingly, certain shared costs were allocated to DPC and reflected as expenses in the standalone Predecessor combined financial statements. DuPont had historically provided various services to the DPC business, including cash management, utilities and facilities management, information technology, finance/accounting, tax, legal, human resources, site services, data processing, security, payroll, employee benefit administration, insurance administration and telecommunications. The cost of these services were allocated to the Predecessor in the combined financial statements using various allocation methods. See Note 8 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for information regarding the historical allocations for the period from January 1, 2013 through January 31, 2013.
The unaudited pro forma information set forth below is based upon available information and assumptions that we believe are reasonable. The unaudited pro forma information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma information also should not be considered representative of our future financial condition or results of operations. We believe that the unaudited pro forma information provides investors with meaningful information to understand our operating results and ability to analyze financial and business trends on a period-to-period basis. This unaudited pro forma information should not be considered alternatives to our financial information prepared in accordance with U. S. GAAP.
You should read the information contained in this table in conjunction with Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated and combined financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

68


Unaudited Pro Forma Consolidated and Combined Statement of Operations
For the Year Ended December 31, 2013
(In millions, except per share data)
 SuccessorPredecessor     
 Year Ended
December 31,
2013
Period from January 1
through
January 31,
2013
Adjustments
for
Acquisition
 
Adjustments
for
Financing
  
Pro forma
Net sales$3,951.1
$326.2
$
 $
 $4,277.3
Other revenue35.7
1.1

 
 36.8
Total revenue3,986.8
327.3

 
 4,314.1
Cost of goods sold2,772.8
232.2
(96.0)
(a) 

 2,909.0
Selling, general and administrative expenses1,040.6
70.8
2.2
(a) 

 1,113.6
Research and development expenses40.5
3.7

 
 44.2
Amortization of acquired intangibles79.9

6.6
(b) 

 86.5
Merger and acquisition related expenses28.1

(28.1)
(c) 

 
Income from operations24.9
20.6
115.3
 
 160.8
Interest expense, net215.1


 19.7
(e) 
234.8
Bridge financing commitment fees25.0


 (25.0)
(f) 

Other expense, net48.5
5.0
(19.4)
(d) 

 34.1
Income (loss) before income taxes(263.7)15.6
134.7
 5.3
 (108.1)
Provision (benefit) for income taxes(44.8)7.1
36.3
(g) 
0.1
(g) 
(1.3)
Net income (loss)(218.9)8.5
98.4
 5.2
 (106.8)
Less: Net income attributable to noncontrolling interests6.0
0.6

 
 6.6
Net income (loss) attributable to controlling interests$(224.9)$7.9
$98.4
 $5.2
 $(113.4)
Per share data:       
Earnings (loss) per share:       
Basic and diluted$(0.97)     $(0.50)
Weighted average shares outstanding:       
Basic and diluted228.3
     228.3

69

Notes To Unaudited Pro Forma Consolidated and Combined Statement of Operations

The Acquisition
(a) Represents the net pro forma adjustment to cost of sales resulting from the application of acquisition accounting (in millions):
 Year ended December 31, 2013
Total increase in depreciation (1)
$7.9
Impact to cost of sales for conforming Predecessor periods to weighted average cost flow assumption (2)
(0.2)
Impact to cost of sales for inventory step-up related to the Acquisition (3)
(103.7)
Decrease applicable to cost of goods sold$(96.0)
(1)Represents incremental depreciation applicable to purchase price allocation to tangible assets. The allocation of incremental depreciation expense is based on Axalta’s historical classification.
Assumed allocation of purchase price to fair value of property, plant and equipment (in millions):
   
Estimated annual  depreciation and
amortization
 Acquisition Date Fair Value
Estimated
useful life
Year ended December 31,
2013
Description:   
Property, plant and equipment$1,705.9
Various$208.2
Less: Aggregated historical depreciation  (198.1)
   $10.1
Reflected in:   
Cost of goods sold  $7.9
Selling, general and administrative expenses  2.2
   $10.1
(2)Represents the effect of reversing the impact of the LIFO cost flow assumption on the Predecessor periods to conform with Successor’s weighted average cost flow assumption
(3)Represents the effect of the increase in inventory stepped-up to fair value as a result of the application of acquisition accounting.
(b) Represents incremental amortization applicable to purchase price allocation to intangible assets. The allocation of incremental amortization expense is based on Axalta’s historical classification.
Assumed allocation of purchase price to fair value of amortizable intangibles (in millions):
 
DuPont Performance Coatings
Acquisition
Weighted average estimated useful life(years)
Estimated annual depreciation and amortization
Year ended December 31, 2013
Description:   
Technology$403.0
10
$40.3
Trademarks41.7
14.8
2.8
Customer relationships764.3
19.4
39.8
Non-compete1.5
4
0.4
Less: Aggregated historical amortization (1)
  (76.7)
   $6.6
(1)Exclusive of the $3.2 million associated with abandoned acquired in process research and development projects.

70

Notes To Unaudited Pro Forma Consolidated and Combined Statement of Operations

(c) Represents the net adjustment to remove one-time non-recurring expenses related to the Acquisition (in millions):
 Year ended December 31, 2013
Decrease in acquisition-related transaction expenses$(28.1)
(d) Represents the adjustment to remove the non-recurring loss on foreign currency contract directly related to the Acquisition (in millions):
 Year ended December 31, 2013
Acquisition related loss on foreign currency contract to hedge Euro denominated financing$(19.4)
The Financing
(e) Represents the pro forma adjustments to interest expense applicable to the Financing, as follows (in millions):
 Year ended December 31, 2013
Borrowings under Term Loans (1)
$11.4
Borrowings under Senior Notes (2)
6.3
Revolver unused availability fee (3)
0.2
Amortization of deferred financing fees and original issue discount (4)
1.8
Total pro forma interest expense$19.7
Less: Aggregated historical interest expense
 $19.7
(1)Based on the terms of the Financing at the Acquisition date, reflects pro forma interest expense based on $2.3 billion of borrowings under Dollar Term Loans at an assumed minimal base rate of 1.25% plus an applicable margin of 3.50% and €400 million of borrowings under Euro Term Loans at an assumed minimal base rate of 1.25% plus an applicable margin of 4.00%. A 0.125% increase or decrease in the interest rate on the Term Loan facility would increase or decrease our annual interest expense by $0.3 million.
(2)Reflects pro forma interest expense based on $750 million Dollar Senior Notes at 7.375% and €250 million Euro Senior Notes (approximately $331.9 million) at 5.75%.
(3)Based on unused availability of $400.0 million under the Revolving Credit Facility with an unused facility charge of 0.5% per annum.
(4)Reflects the non-cash amortization of deferred financing fees and original issue discount related to the Financing over the term of the related facility.
(f) Represents pro forma adjustment to remove bridge loan commitment fees
Year ended December 31, 2013
Removal of bridge loan commitment fee$(25.0)

71

Notes To Unaudited Pro Forma Consolidated and Combined Statement of Operations

The Transactions
(g) Represents pro forma adjustments to the tax provision as a result of the Acquisition and the Financing (in millions)
Year ended December 31, 2013
Pro forma
adjustment
Weighted
average
statutory
income
tax rate
 
Year ended
December 31,
2013
The Acquisition    
Pro forma adjustment (a), depreciation$10.1
33.0%
(3) 
$(3.3)
Pro forma adjustment (a), LIFO to weighted average(0.2)33.2%
(3) 
0.1
Pro forma adjustment (a), inventory step-up(103.7)33.2%
(3) 
34.5
Pro forma adjustment (b), amortization of intangibles6.6
23.4%
(1) 
(1.5)
Pro forma adjustment (c), acquisition related expenses(28.1)23.1%
(1) 
6.5
Pro forma adjustment (d), foreign currency contract(19.4)%
(4) 

Pro forma adjustment to income tax provision   $36.3
The Financing    
Pro forma adjustment (e), interest expense$19.7
15.3%
(2) 
$(3.0)
Pro forma adjustment (f), bridge loan commitment fees(25.0)12.4%
(2) 
3.1
Pro forma adjustment to income tax provision   $0.1
(1)Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:
JurisdictionStatutory Rate
United States38.5%
Luxembourg (a)
%
Germany32.5%
(a)Represents our effective tax rate due to prior and expected continued net operating losses.
(2)Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:
JurisdictionStatutory Rate
United States38.5%
Netherlands (a)
%
(a)Represents our effective tax rate due to prior and expected continued net operating losses.
(3)Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:
JurisdictionStatutory Rate
United States38.5%
Brazil34.0%
Germany32.5%
(4)Reflects our Netherlands effective tax rate due to prior and expected continued net operating losses.


72


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates and foreign currency exchange rates sincebecause 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 flow 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 and to the extent that the Eurocurrency Rate (as defined in the credit agreement governing the Senior Secured Credit Facilities) is in excess of the floor rate of the Senior Secured Credit Facilities)) would have an annual impact of a benefit of approximately $3.0approximately $1.4 million onon 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.
During the Successor year ended December 31, 2013,2017, we entered into fivefour 1.5% interest rate swapscaps with aggregate notional amounts totaling $1,173.0$850 million to hedge the variable interest rate exposures related toon our variable2024 Dollar Term Loans. Three of these interest rate borrowings undercaps were effective beginning September 30, 2017 and expire December 31, 2019 and included an aggregate deferred premium of $8.6 million at inception. The fourth interest rate cap is in place starting from January 1, 2018 and expires December 31, 2021 and included a deferred premium of $8.1 million at inception. All deferred premiums will be paid quarterly over the Senior Secured Credit Facilities.term of the respective interest rate caps. The interest rate swaps qualified andcaps were designated as cash flow hedges. The interest rate swaps are in place through September 2017.
In addition to these interest rate swaps,caps, during the year ended December 31, 2017, we purchased a €300.0 million 1.5%1.25% interest rate cap with a notional amount of €388.0 million to hedge the variable interest rate exposures on our 2023 Euro Term Loan that matures on September 29, 2017. TheLoans. We paid a premium equal to $0.6 million at inception for the interest rate cap which is not designated as a hedging instrument. As such,effective beginning September 30, 2017 through December 31, 2019. Changes in the changes in fair value of the interest rate capderivative instrument are recorded in current period earnings and are included in interest expense in the current period.expense.
As discussed in Note 2220 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K, we took additional measures to reduce our cost of borrowing by entering into an amendmentamendments to the Senior Secured Credit Facilities as of February 3, 2014.during the two years ended December 31, 2016 through 2017. The re-pricing enacted pursuant to the amendment reducesamendments reduced the margin applicable to our cost of borrowing on our Dollar Term LoanLoans from 3.5%3.0% to 3.0%2.0% for Eurocurrency Rate Loans and from 2.5%2.0% to 2.0%1.00% for Base Rate Loans and the margin applicable to our cost of borrowing under the Euro Term Loan facility from 4.0%3.25% to 3.25%2.25%. The amendment provides for an additional reduction of these rates by 25 basis points if the Total Net Leverage Ratio is less than or equal to 4.50:1.00. In addition, the LIBOR floor on each term loan was reduced from 1.25% to 1.00% and the base rate floor on the Dollar Term Loan facilitywas reduced from 1.00% to zero while the base rate floor was reduced from 2.25% to 2.0%1.00%, and the LIBOR floor on the Euro Term Loan was reduced from 1.00% to 0.75%.
Foreign exchange rates risk 
We are exposed to foreign currency exchange risk by virtue of the translation of our international operations.operations from local currencies into the U.S. dollar. The majority of our net sales for the Successor years ended December 31, 20142017, 2016 and 2013, the Predecessor year ended December 31, 2012 and the Predecessor period from January 1, 2013 to January 31, 20132015 were from operations/salesoperations outside the United States. At December 31, 2017 and 2016, the accumulated other comprehensive loss account on the consolidated balance sheets included a cumulative translation loss of $208.8 million and $292.2 million, respectively. A hypothetical 10% increase in the value of the US dollar relative to all foreign currencies would have increased the cumulative translation loss by $68.6 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 the 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 incurearn significant revenues and incur significant costs in foreign currencies including the Euro, Mexican peso, Brazilian real and the Chinese yuan/renminbi and the Venezuelan bolívar.renminbi. 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.

73


Our Euro Senior Notes and the Euro Term Loan are denominated in Euro. As a result, movements in the Euro exchange rate in relation to the U.S. dollar could cause the amount of Euro Senior Notes and Euro Term Loan borrowings to fluctuate, impacting our future profitability and cash flows.
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. We use these intercompany loans to offset the exposure to profitability and cash flows created by external loans denominated in currencies that are different from the function currency of the issuing entities, including our 2024 and 2025 Euro Senior Notes and the Euro Term Loans, which are denominated in Euro.
Commodity price risk 
We are subject to changes in our cost of sales caused by movements in underlying commodity prices (primarily oil and natural gas). Approximately 50%Between 45% and 55% of our cost of sales is represented by raw materials. A substantial portion of the purchased raw materials include monomers, pigments, resins and solvents. Our price fluctuations generally follow industry indices. We historically have not entered into long-term purchase contracts related to the purchase of raw materials. If and when appropriate, we intend to manage these risks using purchase contracts with our suppliers.
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.


74


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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
In our opinion,We have audited the accompanying consolidated balance sheets of Axalta Coating Systems Ltd. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2017 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, 2017, 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 consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of Axalta Coating Systems Ltd. and its subsidiaries (Successor) atthe Company as of December 31, 20142017 and 2013, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 and 2013 and for the period from August 24, 2012 to December 31, 20122017 in conformity with accounting principles generally accepted in the United States of America. In addition,Also in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly,Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework(2013)issued by the information set forth therein when read in conjunction with the relatedCOSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements. Thesestatements, for maintaining effective internal control over financial statementsreporting, and financial statement schedule are the responsibilityfor its assessment of the Company’s management.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 an opinionopinions on these the Company’s consolidatedfinancial statements and on the Company's internal control over financial statement schedulereporting 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 Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial 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 overall financial statement presentation.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 opinion.opinions.

/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
March 13, 2015

75


Reportinternal control over financial reporting as of Independent Registered Public Accounting Firm

ToDecember 31, 2017 because they were acquired by the BoardCompany in purchase business combinations during 2017. We have also excluded these 8 businesses from our audit of Directorsinternal control over financial reporting. The acquired businesses represented 2% and Shareholders5% of Axalta Coating Systems Ltd.

In our opinion, the accompanying combined statements of operations, of comprehensive income (loss), of changes in DuPont’s net investment in DuPont Performance Coatingsconsolidated total assets and of cash flows present fairly, in all material respects, the results of operations and of cash flows of DuPont Performance Coatings (Predecessor), a business formerly owned by E. I. du Pont de Nemours and Company, for the period from January 1, 2013 through January 31, 2013, andrevenues, respectively, for the year ended December 31, 2012 in conformity with accounting principles generally accepted in2017. The most significant acquisition, the United StatesNorth American Industrial Wood Coatings business from Valspar, represented 1% and 3% of America. In addition, in our opinion,consolidated total assets and revenues, respectively, for the year ended December 31, 2017.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial statement schedule listed inreporting is a process designed to provide reasonable assurance regarding the index appearing under Item 15(a)(2) presents fairly, in all material respects,reliability of financial reporting and the information set forth therein when read in conjunction with the related consolidated financial statements. Thesepreparation of financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our auditsfor 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 standardsmaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and performassets of the audit to obtaincompany; (ii) provide reasonable assurance about whetherthat 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 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 statementsstatements.
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 freesubject to the risk that controls may become inadequate because of material misstatement. An audit includes examining, on a test basis, evidence supportingchanges in conditions, or that the amounts and disclosures indegree of compliance with the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP
Philadelphia, PAPennsylvania
March 31, 2014, except for Note 25 toFebruary 22, 2018

We have served as the combined financial statements, as to which the date is August 20, 2014Company’s auditor since 2011.

76


AXALTA COATING SYSTEMS LTD.
Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor)
Statements of Operations
(In millions, except per share data)
    
SuccessorPredecessor
Year Ended December 31,Period from
August 24,
2012
through
December 31,
Period from
January 1,
2013
through
January 31,
Year Ended December 31,Year Ended December 31,
20142013201220132012201720162015
Net sales$4,361.7
$3,951.1
$
$326.2
$4,219.4
$4,352.9
$4,068.8
$4,083.9
Other revenue29.8
35.7

1.1
37.4
24.1
23.9
26.1
Total revenue4,391.5
3,986.8

327.3
4,256.8
4,377.0
4,092.7
4,110.0
Cost of goods sold2,897.2
2,772.8

232.2
2,932.6
2,779.6
2,527.6
2,597.3
Selling, general and administrative expenses991.5
1,040.6

70.8
873.4
997.7
962.5
914.8
Venezuela asset impairment and deconsolidation charge70.9
57.9

Research and development expenses49.5
40.5

3.7
41.5
65.3
57.7
51.6
Amortization of acquired intangibles83.8
79.9



101.2
83.4
80.7
Merger and acquisition related expenses
28.1
29.0


Income (loss) from operations369.5
24.9
(29.0)20.6
409.3
Income from operations362.3
403.6
465.6
Interest expense, net217.7
215.1



147.0
178.2
196.5
Bridge financing commitment fees
25.0



Other expense, net115.0
48.5

5.0
16.3
25.7
142.7
111.2
Income (loss) before income taxes36.8
(263.7)(29.0)15.6
393.0
Provision (benefit) for income taxes2.1
(44.8)
7.1
145.2
Net income (loss)34.7
(218.9)(29.0)8.5
247.8
Income before income taxes189.6
82.7
157.9
Provision for income taxes141.9
38.1
62.1
Net income47.7
44.6
95.8
Less: Net income attributable to noncontrolling interests7.3
6.0

0.6
4.5
11.0
5.8
4.2
Net income (loss) attributable to controlling interests$27.4
$(224.9)$(29.0)$7.9
$243.3
Basic net income (loss) per share$0.12
$(0.97)$
 
Diluted net income (loss) per share$0.12
$(0.97)$
 
Net income attributable to controlling interests$36.7
$38.8
$91.6
Basic net income per share$0.15
$0.16
$0.39
Diluted net income per share$0.15
$0.16
$0.38
Basic weighted average shares outstanding229.3
228.3

 240.4
238.1
233.8
Diluted weighted average shares outstanding230.3
228.3

 246.1
244.4
239.7

The accompanying notes are an integral part of these consolidated financial statements.


77


AXALTA COATING SYSTEMS LTD.
Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor)
Statements of Comprehensive Income (Loss)
(In millions)
SuccessorPredecessorYear Ended December 31,
Year Ended December 31,
Period from
August 24,
2012
through
December 31,
Period from
January 1,
2013
through
January 31,
Year Ended December 31,201720162015
20142013201220132012
Net income (loss)$34.7
$(218.9)$(29.0)$8.5
$247.8
Net income$47.7
$44.6
$95.8
Other comprehensive income (loss), before tax:    
Foreign currency translation adjustments(101.1)24.3



85.6
(59.5)(164.3)
Unrealized gain (loss) on securities0.7
(0.9)
0.2
0.3
Unrealized gain on securities0.4
0.3
0.3
Unrealized gain (loss) on derivatives(4.6)5.0



0.9
2.0
(5.5)
Unrealized gain (loss) on pension and other benefit plan obligations(55.6)11.0

1.1
(99.6)31.3
(28.9)(2.2)
Other comprehensive income (loss), before tax(160.6)39.4

1.3
(99.3)118.2
(86.1)(171.7)
Income tax benefit (provision) related to items of other comprehensive income18.6
(5.4)
(0.4)34.7
Income tax provision (benefit) related to items of other comprehensive income6.6
(4.9)(2.1)
Other comprehensive income (loss), net of tax(142.0)34.0

0.9
(64.6)111.6
(81.2)(169.6)
Comprehensive income (loss)(107.3)(184.9)(29.0)9.4
183.2
159.3
(36.6)(73.8)
Less: Comprehensive income attributable to noncontrolling interests2.6
6.0

0.6
4.5
13.2
5.7
0.6
Comprehensive income (loss) attributable to controlling interests$(109.9)$(190.9)$(29.0)$8.8
$178.7
$146.1
$(42.3)$(74.4)

The accompanying notes are an integral part of these consolidated financial statements.

78


AXALTA COATING SYSTEMS LTD.
Consolidated Balance Sheets
(In millions, except per share data)
Successor
December 31,December 31,
2014201320172016
Assets    
Current assets:  
Cash and cash equivalents$382.1
$459.3
$769.8
$535.4
Restricted cash4.7

3.1
2.7
Accounts and notes receivable, net820.4
865.9
870.2
801.9
Inventories538.3
550.2
608.6
529.7
Prepaid expenses and other62.9
50.2
63.9
50.3
Deferred income taxes64.5
30.0
Total current assets1,872.9
1,955.6
2,315.6
1,920.0
Property, plant and equipment, net1,514.1
1,622.6
1,388.6
1,315.7
Goodwill1,001.1
1,113.6
1,271.2
964.1
Identifiable intangibles, net1,300.0
1,439.6
1,428.2
1,130.3
Deferred financing costs, net91.0
110.6
Other assets473.7
495.1
428.6
536.1
Total assets$6,252.8
$6,737.1
$6,832.2
$5,866.2
Liabilities, Shareholders’ Equity 
Current liabilities: 
Accounts payable$494.5
$478.5
$554.9
$474.2
Current portion of borrowings40.1
46.7
37.7
27.9
Deferred income taxes7.3
5.5
Other accrued liabilities404.8
472.7
489.6
440.0
Total current liabilities946.7
1,003.4
1,082.2
942.1
Long-term borrowings3,656.3
3,874.2
3,877.9
3,236.0
Accrued pensions and other long-term employee benefits306.4
313.2
Accrued pensions279.1
249.1
Deferred income taxes208.2
280.4
152.9
160.2
Other liabilities23.2
54.1
32.3
32.2
Total liabilities5,140.8
5,525.3
5,424.4
4,619.6
Commitments and contingent liabilities (Note 9)
Commitments and contingent liabilities (Note 8)
Shareholders’ equity 
Common shares, $1.00 par, 1,000.0 shares authorized, 229.8 shares issued and outstanding at December 31, 2014; 1,000.0 shares authorized, 229.1 shares issued and outstanding at December 31, 2013229.8
229.1
Common shares, $1.00 par, 1,000.0 shares authorized, 243.9 and 240.5 shares issued and outstanding at December 31, 2017 and 2016, respectively242.4
239.3
Capital in excess of par1,144.7
1,133.7
1,354.5
1,294.3
Accumulated deficit(226.5)(253.9)(21.4)(58.1)
Accumulated other comprehensive income (loss)(103.3)34.0
Treasury shares, at cost, 2.0 and 0.0 shares at December 31, 2017 and 2016, respectively

(58.4)
Accumulated other comprehensive loss(241.0)(350.4)
Total Axalta shareholders’ equity1,044.7
1,142.9
1,276.1
1,125.1
Noncontrolling interests67.3
68.9
131.7
121.5
Total shareholders’ equity1,112.0
1,211.8
1,407.8
1,246.6
Total liabilities and shareholders’ equity$6,252.8
$6,737.1
$6,832.2
$5,866.2

The accompanying notes are an integral part of these consolidated financial statements.

79


AXALTA COATING SYSTEMS LTD.
Consolidated Statement of Changes in Shareholders’ Equity (Successor) and Combined Statement of Changes in DuPont’s Net Investment in DuPont Performance Coatings (Predecessor)
(In millions)
 
DuPont’s Net
Investment
in DuPont
Performance
Coatings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Predecessor    
Balance January 1, 2012$1,846.7
$(76.3)$34.8
$1,805.2
Comprehensive income:    
Net income243.3

4.5
247.8
Net unrealized gain on securities, net of tax of $0.1
0.2

0.2
Long-term employee benefit plans, net of tax of $34.8
(64.8)
(64.8)
Total comprehensive income (loss)243.3
(64.6)4.5
183.2
Net transfers to DuPont(283.8)
(3.9)(287.7)
Deconsolidation of joint venture(1.9)
(1.8)(3.7)
Balance December 31, 2012$1,804.3
$(140.9)$33.6
$1,697.0
Comprehensive income:    
Net income7.9

0.6
8.5
Net unrealized gain on securities, net of tax of $0.0
0.2

0.2
Long-term employee benefit plans, net of tax of $0.4
0.7

0.7
Total comprehensive income7.9
0.9
0.6
9.4
Net transfers from DuPont43.0


43.0
Dividends declared to noncontrolling interests

(1.5)(1.5)
Balance January 31, 2013$1,855.2
$(140.0)$32.7
$1,747.9
 
Common
Shares
Capital In
Excess Of
Par
Treasury Shares, at cost
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Balance December 31, 2014$229.8
$1,144.7
$
$(232.4)$(103.3)$67.3
$1,106.1
Comprehensive income (loss):       
Net income


91.6

4.2
95.8
Net unrealized gain on securities, net of tax of $0.0 million



0.3

0.3
Net realized and unrealized loss on derivatives, net of tax of $2.1 million



(3.4)
(3.4)
Long-term employee benefit plans, net of tax of $0.0 million



(2.2)
(2.2)
Foreign currency translation, net of tax of $0.0 million



(160.7)(3.6)(164.3)
Total comprehensive income (loss)


91.6
(166.0)0.6
(73.8)
Recognition of stock-based compensation
30.2




30.2
Exercises of stock options and associated tax benefits7.2
63.9




71.1
Noncontrolling interests of acquired subsidiaries




4.3
4.3
Dividends declared to noncontrolling interests




(4.7)(4.7)
Balance December 31, 2015$237.0
$1,238.8
$
$(140.8)$(269.3)$67.5
$1,133.2
Comprehensive income (loss):       
Net income


38.8

5.8
44.6
Net unrealized gain on securities, net of tax of $0.0 million



0.3

0.3
Net realized and unrealized gain on derivatives, net of tax of $0.8 million



1.2

1.2
Long-term employee benefit plans, net of tax benefit of $5.7 million



(23.2)
(23.2)
Foreign currency translation, net of tax of $0.0 million



(59.4)(0.1)(59.5)
Total comprehensive income (loss)


38.8
(81.1)5.7
(36.6)
Cumulative effect of an accounting change


43.9


43.9
Recognition of stock-based compensation
41.1




41.1
Exercises of stock options and associated tax benefits2.3
14.4




16.7
Noncontrolling interests of acquired subsidiaries




51.3
51.3
Dividends declared to noncontrolling interests




(3.0)(3.0)
Balance December 31, 2016$239.3
$1,294.3
$
$(58.1)$(350.4)$121.5
$1,246.6
Comprehensive income:

 



Net income


36.7

11.0
47.7
Net unrealized gain on securities, net of tax of $0.0 million



0.4

0.4
Net realized and unrealized gain on derivatives, net of tax of $0.5 million



0.4

0.4
Long-term employee benefit plans, net of tax of $6.1 million



25.2

25.2
Foreign currency translation, net of tax of $0.0 million



83.4
2.2
85.6
Total comprehensive income


36.7
109.4
13.2
159.3
Recognition of stock-based compensation
38.5




38.5
Exercises of stock options and vesting of restricted stock3.1
21.7




24.8
Treasury share repurchase

(58.4)


(58.4)
Dividends declared to noncontrolling interests




(3.0)(3.0)
Balance December 31, 2017$242.4
$1,354.5
$(58.4)$(21.4)$(241.0)$131.7
$1,407.8
The accompanying notes are an integral part of these consolidated financial statements.

AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Cash Flows
(In millions)
 Year Ended December 31,
 201720162015
Operating activities:   
Net income$47.7
$44.6
$95.8
Adjustment to reconcile net income to cash provided by operating activities:

 
Depreciation and amortization347.5
322.1
307.7
Amortization of financing costs and original issue discount8.0
17.8
20.6
Debt extinguishment and refinancing related costs13.4
97.6
2.5
Deferred income taxes91.7
(15.9)(6.2)
Realized and unrealized foreign exchange (gains) losses, net(3.6)35.5
93.7
Stock-based compensation38.5
41.1
30.2
Asset impairments7.6
68.4
30.6
Venezuela deconsolidation charge70.9


Other non-cash, net4.4
(1.9)12.5
Changes in operating assets and liabilities:

 
Trade accounts and notes receivable(15.2)(67.8)(61.1)
Inventories(19.9)(1.7)(35.2)
Prepaid expenses and other(84.9)(64.5)(65.6)
Accounts payable39.8
32.3
(6.7)
Other accrued liabilities6.7
58.7
13.4
Other liabilities(12.6)(7.0)(22.4)
Cash provided by operating activities540.0
559.3
409.8
Investing activities:

 
Business acquisitions (net of cash acquired)(564.4)(114.8)(29.6)
Purchase of property, plant and equipment(125.0)(136.2)(138.1)
Reduction of cash due to Venezuela deconsolidation(4.3)

Other investing activities, net4.1
(6.0)1.5
Cash used for investing activities(689.6)(257.0)(166.2)
Financing activities:

 
Proceeds from short-term borrowings
0.2
2.0
Proceeds from long-term borrowings483.6
1,604.3

Payments on short-term borrowings(14.1)(8.6)(16.9)
Payments on long-term borrowings(50.0)(1,755.7)(127.3)
Financing-related costs(10.4)(86.3)
Dividends paid to noncontrolling interests(3.0)(3.0)(4.7)
Purchase of treasury stock(58.4)

Proceeds from option exercises24.8
16.7
62.4
Deferred acquisition-related consideration(5.2)

Other financing activities
(0.2)(0.2)
Cash provided by (used for) financing activities367.3
(232.6)(84.7)
Increase in cash and cash equivalents217.7
69.7
158.9
Effect of exchange rate changes on cash17.1
(19.3)(58.0)
Cash at beginning of period538.1
487.7
386.8
Cash at end of period$772.9
$538.1
$487.7



 
Cash at end of period reconciliation:

 
Cash and cash equivalents$769.8
$535.4
$485.0
Restricted cash3.1
2.7
2.7
Cash at end of period$772.9
$538.1
$487.7



 
Supplemental cash flow information

 
Cash paid during the year for:

 
Interest, net of amounts capitalized$130.1
$169.4
$172.5
Income taxes, net of refunds61.7
39.2
52.4
Non-cash investing activities:



 
Accrued capital expenditures$30.2
$28.7
$33.8

The accompanying notes are an integral part of these financial statements.

80


AXALTA COATING SYSTEMS LTD.
Consolidated Statement of Changes in Shareholders’ Equity (Successor) and Combined Statement of Changes in DuPont’s Net Investment in DuPont Performance Coatings (Predecessor)
(In millions)
 Successor
 
Common
Shares
Capital In
Excess Of
Par
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Noncontrolling
Interests
Total
Successor      
Balance August 24, 2012$
$
$
$
$
$
Comprehensive income (loss):      
Net income loss

(29.0)

(29.0)
Total comprehensive loss

(29.0)

(29.0)
Balance December 31, 2012$
$
$(29.0)$
$
$(29.0)
Comprehensive income (loss):      
Net income (loss)

(224.9)
6.0
(218.9)
Net unrealized loss on securities, net of tax of $0.0


(0.9)
(0.9)
Net realized and unrealized gain on derivatives, net of tax of $1.9


3.1

3.1
Long-term employee benefit plans, net of tax of $3.5


7.5

7.5
Foreign currency translation


24.3

24.3
Total comprehensive income (loss)

(224.9)34.0
6.0
(184.9)
Equity contributions0.1
1,355.3



1,355.4
Recognition of stock-based compensation
7.4



7.4
Capitalization of capital in excess of par229.0
(229.0)



Noncontrolling interests of acquired subsidiaries



66.7
66.7
Dividends declared to noncontrolling interests



(3.8)(3.8)
Balance December 31, 2013$229.1
$1,133.7
$(253.9)$34.0
$68.9
$1,211.8
Comprehensive income (loss):      
Net income

27.4

7.3
34.7
Net unrealized gain on securities, net of tax of $0.0


0.7

0.7
Net realized and unrealized loss on derivatives, net of tax of $1.7


(2.9)
(2.9)
Long-term employee benefit plans, net of tax of $16.9


(38.7)
(38.7)
Foreign currency translation


(96.4)(4.7)(101.1)
Total comprehensive income (loss)

27.4
(137.3)2.6
(107.3)
Equity contributions0.3
2.2



2.5
Recognition of stock-based compensation
8.0



8.0
Exercises of stock options0.4
2.6



3.0
Noncontrolling interests of acquired subsidiaries
(1.8)

(2.0)(3.8)
Dividends declared to noncontrolling interests



(2.2)(2.2)
Balance December 31, 2014$229.8
$1,144.7
$(226.5)$(103.3)$67.3
$1,112.0
The accompanying notes are an integral part of theseconsolidated financial statements.


81


AXALTA COATING SYSTEMS LTD.
Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor) Statements of Cash Flows
(In millions)
 SuccessorPredecessor
 Year Ended December 31,
Period from
August 24,
2012
through
December 31,
Period from January 1,
2013
through
January 31,
Year Ended December 31,
 20142013201220132012
Operating activities:     
Net income (loss)$34.7
$(218.9)$(29.0)$8.5
$247.8
Adjustment to reconcile net income (loss) to cash provided by operating activities:     
Depreciation and amortization308.7
300.7

9.9
110.7
Amortization of financing costs and original issue discount21.0
18.4



Loss on extinguishment and modification of debt6.1




Fair value step up of acquired inventory sold
103.7



Bridge financing commitment fees
25.0



Deferred income taxes(38.2)(120.8)
9.1
9.1
Realized and unrealized foreign exchange losses, net75.1
48.9

4.5

Stock-based compensation8.0
7.4



Other non-cash, net(25.3)13.2

(3.9)7.6
Decrease (increase) in operating assets and liabilities:     
Trade accounts and notes receivable(40.2)(6.4)
25.8
(58.9)
Inventories(24.7)33.9

(19.3)5.7
Prepaid expenses and other assets(54.1)(90.9)
3.1
1.4
Accounts payable53.6
67.1

(29.9)54.9
Other accrued liabilities(54.8)193.1
29.0
(43.8)36.4
Other liabilities(18.5)2.4

(1.7)(25.9)
Cash provided by (used for) operating activities251.4
376.8

(37.7)388.8
Investing activities:     
Acquisition of DuPont Performance Coatings (net of cash acquired)
(4,827.6)


Purchase of property, plant and equipment(188.4)(107.3)
(2.4)(73.2)
Investment in real estate property
(54.5)


Purchase of interest rate cap
(3.1)


Settlement of foreign currency contract
(19.4)


Restricted cash(4.7)



Purchase of intangibles(0.2)

(6.3)(21.6)
Purchase of investment in affiliate(6.5)

(1.2)0.1
Proceeds from sale of assets21.3
0.7

1.6
6.5
Cash used for investing activities(178.5)(5,011.2)
(8.3)(88.2)
Financing activities:     
Proceeds from long-term borrowings0.7
3,906.7



Proceeds from short-term borrowings30.7
38.8



Payments on short-term borrowings(33.8)(25.3)

(0.7)
Payments on long-term debt(121.1)(21.3)


Payments of deferred financing costs
(126.0)


Bridge financing commitment fees
(25.0)


Dividends paid to noncontrolling interests(2.2)(5.2)


Debt modification fees(3.0)



Equity contribution2.5
1,355.4



Cash received from exercises of stock options3.0




Net transfer (to) from DuPont


43.0
(289.9)
Cash provided by (used for) financing activities(123.2)5,098.1

43.0
(290.6)
Increase (decrease) in cash and cash equivalents(50.3)463.7

(3.0)10.0
Effect of exchange rate changes on cash(26.9)(4.4)

(0.1)
Cash and cash equivalents at beginning of period459.3


28.7
18.8
Cash and cash equivalents at end of period$382.1
$459.3
$
$25.7
$28.7
Supplemental cash flow information     
Cash paid during the year for:     
Interest, net of amounts capitalized$192.0
$171.9
$
$
$
Income taxes, net of refunds$57.0
$83.1
$
$13.3
$15.9

The accompanying notes are an integral part of these financial statements.

82


Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)

(1)     GENERAL AND DESCRIPTION OF THE BUSINESS
Axalta Coating Systems Ltd. ("Axalta," the "Company," "we," "our" and "us"), a Bermuda exempted company limited by shares formed at the direction of The Carlyle Group L.P. ("Carlyle"), was incorporated on August 24, 2012 for the purpose of consummating the acquisition of DuPont Performance Coatings ("DPC"), a business formerly owned by E. I. du Pont de Nemours and Company ("DuPont"), 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"). Axalta, through its wholly-owned indirect subsidiaries, acquired DPC on February 1, 2013.
The Acquisition
Axalta is a holding company with no business operations or assets other than primarily cash and cash equivalents certain indemnity receivables from DuPont and 100% of the ownership interest of Axalta Coating Systems Luxembourg Top S.à r.l. (formerly Axalta Coating Systems Dutch Co. Top Coöperatief U.A.), which itself is a holding company with no operations or assets other than 100% of the capital stock of Axalta Coating Systems Dutch Holdings A B.V. ("Dutch A B.V."), which itself is a holding company with no operations or assets other than 100% of the capital stock of Axalta Coating Systems Dutch Holdings B B.V. ("Dutch B B.V."). Dutch B B.V., together with its indirect wholly-owned subsidiary, Axalta Coating Systems U.S. Holdings, Inc. ("Axalta US Holdings"), are co-borrowers under the Senior Secured Credit Facilities and co-issuers of the Senior NotesRevolving Credit Facility (each as defined below). Dutch B B.V., is also an issuer of and a guarantor of the New Senior Notes and Axalta Coating Systems, LLC is an issuer of the 2024 Senior Notes. Our global operations are conducted by indirect wholly-owned subsidiaries and indirect majority-owned subsidiaries.
We are a leading global manufacturer, marketer and distributor of high performance coatings products primarily serving the transportation industry. We have an approximately 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.
The purchase price for the Acquisition was funded by (i) an equity contribution of $1,350.0 million into the Company by affiliates of Carlyle (the "Equity Contribution"), (ii) proceeds from borrowings under senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a $2,300.0 million Dollar Term Loan facility and a €400.0 million Euro Term Loan facility both of which are due February 1, 2020 and (iii) proceeds from the issuance of $750.0 million aggregate principal amount of 7.375% senior unsecured notes due 2021 and the issuance of €250.0 million aggregate principal amount of 5.750% senior secured notes due 2021 (collectively the "Senior Notes"). The Senior Secured Credit Facilities and the Senior Notes are more fully described in Note 22.Offerings
Initial Public Offering
OnIn November 14, 2014, the Company completed itswe priced our initial public offering ("IPO"). In the IPO, in which certain of the Company’sselling shareholders affiliated with Carlyle sold an aggregate of 50,000,00057.5 million common shares at a public offering price of $19.50 per share. The underwriters also exercised their over-allotment option and purchased
Subsequent to the IPO, Carlyle completed six secondary offerings for an additional 7,500,000aggregate of 170.3 million common shares. The Companyshares from April 2015 through August 2016 with offering prices ranging from $27.93 to $29.75 ("Carlyle Offerings"). We did not receive any proceeds from the sale of common shares in any of the IPO.Carlyle Offerings.
The Business
Axalta is a leading global manufacturer, marketer and distributor of innovative high performance coatings products primarily servingEffective with the transportation industry. Products are offeredAugust 2016 Carlyle Offering, Carlyle no longer has any beneficial interest in four key end-markets including the refinish automotive aftermarket, industrial, light vehicleAxalta's common shares, other than de minimis amounts held or automotive original equipment manufacturers ("OEM") market, and commercial vehicle market. These products include high performance liquid and powder coatings for motor vehicles OEMs, the motor vehicle aftermarket, and general industrial applications, such as coatings for heavy equipment, pipes, appliances and electrical insulation. Aftermarket coatings products are marketed using the Standox, Spies Hecker, Cromax and Nason brand names. Standox, Spies Hecker and Cromax are focused on the high-end motor vehicle aftermarkets, while Nason is primarily focused on economy coating applications.
Axalta is globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world. Axalta’s operations are primarily locatedowned in the United States, Canada, Brazil, Mexico, Austria, Belgium, Germany, France,ordinary course of business purchased subsequent to the United Kingdom and China.Acquisition.
(2)     BASIS OF PRESENTATION OF THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The accompanying consolidated balance sheets of Axalta at December 31, 20142017 and 20132016 and the related consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of cash flows and consolidated statements of changes in shareholders' equity for the years ended December 31, 20142017, 2016 and 20132015 included herein 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. All intercompany balances and for the period from August 24, 2012 through December 31, 2012 are labeled as "Successor". transactions have been eliminated.
The Successor financial statements as of and for the years ended December 31, 2014 and 2013 were prepared reflecting acquisition accounting resulting from the Acquisition. Theannual audited consolidated financial statements for the Successor include the accounts of Axalta and its subsidiaries, and entities in which a controlling interest is maintained.

83

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The accompanying combined balance sheet of DPC as of December 31, 2012 and the related combined statements of operations and statements of comprehensive income for the period from January 1, 2013 through January 31, 2013 and for the year ended December 31, 2012 and consolidated statements of cash flows and of changes in parent company net investment for the period from January 1, 2013 through January 31, 2013 and for the year ended December 31, 2012 do not include adjustments or transactions attributable to the Acquisition, and are labeled as "Predecessor". As a result of the application of acquisition accounting as of the closing date of the Acquisition, the financial statements for the Successor periods and the Predecessor periods are presented on a different basis and are, therefore, not comparable.
During the Predecessor periods, DPC operated either as a reportable segment or part of a reportable segment within DuPont; consequently, standalone financial statements were not historically prepared for DPC. The accompanying combined financial statements of DPC have been prepared from DuPont’s historical accounting records and are presented on a standalone basis as if the operations had been conducted independently from DuPont. In this context, prior to presale structuring activities occurring in the latter part of 2012, no direct ownership relationship existed among all of the various legal entities comprising DPC. Accordingly, DuPont and its subsidiaries’ net investment in these operations is shown in lieu of shareholders’ equity in the Predecessor combined financial statements. The Predecessor combined financial statements include the historical operations, assets and liabilities of the legal entities that are considered to comprise the DPC business.
DPC comprised certain standalone legal entities for which discrete financial information was available, as well as portions of legal entities for which discrete financial information was not available (shared entities). Discrete financial information was not available for DPC within shared entities as DuPont did not record every transaction at the DPC level, but rather at the DuPont corporate level. For shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to DPC as discussed in Note 8.
The Predecessor combined statements of operations include all revenues and costs directly attributable to DPC, including costs for facilities, functions and services used by DPC. Costs for certain functions and services performed by centralized DuPont organizations were directly charged to DPC based on usage or other allocations methods. The results of operations also include allocations of (i) costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont, (ii) DuPont’s general corporate expenses, and (iii) certain pension and other postretirement benefit costs. As more fully described in Note 14 current and deferred income taxes and related tax expense were determined on the standalone results of the DPC operations in each country as if it were a separate taxpayer (i.e., following the separate return methodology).
All charges and allocations of cost for facilities, functions and services performed by DuPont organizations were deemed paid by DPC to DuPont, in cash, in the period in which the costs were recorded in the Predecessor combined statement of operations. Allocations to DPC of current income taxes payable were deemed to have been remitted, in cash, to DuPont in the period the related tax expense was recorded. Allocations of current income taxes receivable were deemed to have been remitted to DPC, in cash, by DuPont in the period in which the receivable applies only to the extent that a refund of such taxes could have been recognized by DPC on a standalone basis under the law of the relevant taxing jurisdiction.
DuPont used a centralized approach to cash management and financing its operations. Accordingly, cash, cash equivalents, debt and interest expense were not allocated to DPC in the Predecessor combined financial statements. Transactions between DPC and DuPont were accounted for through the parent company net investment. DPC purchased materials and services from, and sold materials and services to, DuPont operations not included in the defined scope of DPC. Transactions between DuPont and DPC were deemed to be settled immediately through the parent company net investment. Cash, cash equivalents, debt and interest expense in the Predecessor combined balance sheet and statement of operations represent cash, cash equivalents, debt and interest expense held locally by certain of DPC’s majority owned joint ventures. DuPont’s current and long-term debt was not pushed down to the Predecessor combined financial statements because it was not specifically identifiable to DPC.
All of the allocations and estimates in the Predecessor combined financial statements were based on assumptions that management of DuPont and DPC believed were reasonable. However, the Predecessor combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of the Company in the future or if DPC had been a separate, standalone entity during the Predecessor periods presented.
Certain of our joint ventures are accounted for on a one-month lag basis, the effect of which is not material.
Venezuela Deconsolidation
During the year ended December 31, 2017, we deconsolidated our Venezuelan subsidiary from our consolidated financial statements and began accounting for our investment in our 100% owned Venezuelan subsidiary using the cost method of accounting. See Note 25 for additional information.

8471

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Correction of Immaterial Errors to Prior Period Financial Statements
During the year ended December 31, 2017, the Company identified and corrected errors that affected previously-issued consolidated financial statements. Based on an analysis of Accounting Standards Codification (“ASC”) 250 - Accounting Changes and Error Corrections (“ASC 250”), Staff Accounting Bulletin 99 - Materiality (“SAB 99”) and Staff Accounting Bulletin 108 - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), the Company determined that these corrections were immaterial to the previously-issued financial statements. However, given the significance of the cumulative adjustments on the financial results, we have revised our historical presentation of certain amounts in the consolidated financial statements which are described further below.
Revenue Corrections
The Company recognizes revenue from the sale of products to its customers when risk of loss and ownership of the product transfers to the customer. Ownership transfers either upon shipment of the product or when the product is delivered. In regard to our refinish end-market, risk of loss passes upon the sale to its distribution customers. Subsequent to the sale to distribution customers, when the distribution customers sell the products to collision repair body shops, additional rebates or further pricing concessions can be given to our distribution customers and certain collision repair body shops. The Company previously recorded these additional rebates and pricing concessions at the time of sale from the distributor to the collision repair body shops. The Company has concluded those rebates and pricing concessions should have been estimated and recorded as a reduction to net sales upon the sale to our distribution customers.
The Company concluded that its accounting policy for the sale to distributors is appropriate as the sales price is fixed or determinable at the time ownership transfers to these distributors, based on the Company’s ability to make a reasonable estimate of future certain pricing or rebates concessions at the time of shipment.
The Company has corrected the errors in the timing of revenue recognition by estimating those additional rebates and pricing concessions at the time of sale to distribution customers and reducing net sales by $4.7 million ($3.0 million after tax) and $3.3 million ($2.1 million after tax) for the years ended December 31, 2016 and 2015, respectively. Diluted earnings per share was reduced by $0.01 for each of these years. The after-tax impacts noted above had the equivalent impacts on our consolidated statements of comprehensive income (loss) for the respective periods. The cumulative impact on the consolidated balance sheet at December 31, 2016 resulted in increases of $22.4 million, $3.1 million, $8.3 million and $11.0 million to other accrued liabilities, goodwill, other assets and accumulated deficit, respectively, as a result of these prior period corrections. Amounts had no impact on the Company’s total cash flows from operations as reported within the historical consolidated statements of cash flows.
(3)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of Axalta and its subsidiaries and the combined financial statements of DPC have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial statements have been included.
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 closing date of the Acquisition and 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, 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, 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.

72

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


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 (e.g., projected revenues or EBITDA). Subsequent to the acquisition date, the fair value of the 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.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, (e.g., multipleincluding most commonly the excess earnings method for customer relationships, relief from royalty method for technology and trademarks, cost methods).method for inventory and a combination of cost and market methods for property, plant and equipment, as applicable.
We included the results of operations from the acquisition date in the financial statements for all businesses acquired.
Principles of Consolidation and Combination
The consolidated financial statements of the Successor ("the Successor 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, directly or indirectly, owns 20% to 50% of the voting stock and 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 statementstatements of operations and our share of these companies’ stockholders’ equity is included in the accompanying consolidated balance sheet.
The combined financial statements for the Predecessor ("the Predecessor statements") include the combined assets, liabilities, revenues, and expenses of DPC.
We eliminated all intercompany accounts and transactions in the preparation of the accompanying consolidated and combined financial statements.
On September 4, 2012, the three partners of the DPC majority-owned DuPont Powder Coatings Saudi Company Ltd. ("DPC Saudi"), a non-US joint venture, signed a new shareholder resolution agreement requiring all partners to unanimously agree to all financial decisions and payments of the business. As a result, DPC concluded that consolidating DPC Saudi was no longer appropriate due to a lack of financial control in the operations of the business. Consequently, DPC deconsolidated the joint venture, and accounted for it under the equity method of accounting in the Predecessor statements. This joint venture investment in DPC Saudi was not an asset acquired from DuPont in the Acquisition. The deconsolidation of DPC Saudi resulted in a loss of $1.0 million for the year ended December 31, 2012, which was recorded in Selling, general and administrative expenses in the combined statement of operations.

85

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Revenue Recognition
We recognize revenue after completing the earnings process. We recognize revenue for product sales when we shipfrom the sale of products to the customer in accordance with the terms of the agreement,our customers when there is persuasive evidence of the arrangement, title and risk of loss have been transferred, collectabilityand ownership of the product transfers to the customer. Ownership transfers either upon shipment of the product or when the product is reasonably assured and pricing is fixed or determinable.delivered.
For a majority of our product sales, titlerisk or loss and ownership transfers at the shipping point and delivery is considered complete. For certain OEM customers, revenue is recognized at the time the customer applies our coatings to its vehicles, as this represents the point in time that risk of loss has been transferred and delivery is considered complete.
In regard to our refinish end-market, risk of loss passes upon the sale to our distribution customers. Subsequent to the sale to distribution customers, when the distribution customers sell the products to collision repair body shops, additional rebates or further pricing concessions may be given to our distribution customers and certain collision repair body shops, which we estimate and record as a reduction to net sales upon the sale to our distribution customers. We accrue for sales returns and other allowances based on our historical experience.
We incur up-front costs in order to obtain contracts with certain customers. During the Successor periods, wecustomers, referred to as Business Incentive Plan assets ("BIPs"). We capitalized these up-front costs as a component of Other assets. During the Predecessor periods, we capitalized costs as a component of Identifiable intangibles, net. Weother assets and amortize the related amounts over the estimated life of the contract as a reduction of net sales. The Company receives volume commitments and/or sole supplier status from its customers over the life of the contractual arrangements, which approximates a five-year weighted average useful life.

73

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


The termination clauses in these contractual arrangements include standard clawback provisions that enable the Company to collect monetary damages in the event of a customer’s failure to meet its commitments under the relevant contract.  As of December 31, 2017 and 2016, $173.0 million and $170.8 million, respectively, were capitalized within other assets on the consolidated balance sheets. For the years ended December 31, 2017, 2016 and 2015, $65.0 million, $53.5 million and $50.6 million, respectively, were amortized and reflected as reductions of net sales in the consolidated statements of operations.
We include the amounts billed to customers for shipping and handling fees in net sales and costs incurred for the delivery of goods as cost of goods sold in the statement of operations.
Recognition for licensing and royalty income occurs in accordance with agreed upon terms, when performance obligations are satisfied, the amount is fixed or determinable, and collectability is reasonably assured.
Other Revenue
Other revenue includes various elements of income resulting from the normal operation of our business. Other revenue includes, but is not limited to, income for services provided to customers and royalty income.
Cash and Cash Equivalents
Cash equivalents represent highly liquid investments with maturitiesconsidered 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.
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 (e.g., 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 Accumulatedaccumulated other comprehensive income (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 hedging instruments are recorded in AOCI, to the extent the hedges are effective, until the underlying transactions are recognized in income.

86

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


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 recognized in the consolidated and combined statements of cash flows in a manner consistent with the underlying transactions.
Receivables and Allowance for Doubtful Accounts
Receivables are recognized net of an allowance for doubtful accounts receivable. The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. Accounts receivable are written down or off when a portion or all of such account receivable is determined to be uncollectible.

74

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Inventories
Inventories of the Successor are valued at the lower of cost or marketnet realizable value with cost being determined on the weighted average cost method. Elements of cost in inventories include:
raw materials,
direct labor, and
manufacturing overheadand indirect overhead.
Stores and supplies are valued at the lower of cost or market;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.
Inventories of the Predecessor were valued at the lower of cost or market with cost determined by the last-in, first-out ("LIFO") method.
Property, Plant and Equipment
Successor periods
Property, plant and equipment of the Successor acquired in the Acquisition werean acquisition are recorded at fair value as of the acquisition date and are depreciated over the estimated useful life using the straight-line method. Subsequent additions to property, plant and equipment, including the fair value of any asset retirement obligations upon initial recognition of the liability, are recorded at cost and are depreciated over the estimated useful life using the straight-line method. See Note 16 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.
Property, plant and equipment acquired in the Acquisition are depreciated over their estimated remaining useful lives. The weighted average estimated remaining useful lives of property, plant and equipment acquired in connection with the Acquisition was approximately 11 years. Subsequent additions are either amortized or depreciated on a straight-line basis over a range of estimated useful lives. See Note 18 for a range of estimated useful lives used for each property, plant and equipment class.
Predecessor periods
Property, plant and equipment of the Predecessor were carried at cost and were depreciated using the straight-line method. Property, plant and equipment placed in service prior to 1995 were depreciated using the sum-of-the-years’ digits method or other substantially similar methods. Substantially all Predecessor buildings and equipment were depreciated over useful lives ranging from 15 to 25 years.

87

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Goodwill and Other Identifiable Intangible Assets
Goodwill represents the excess of purchase price over the fair values of underlying net assets acquired in an acquisition. 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. The fair value methodology is based on prices of similar assets or other valuation methodologies including discounted cash flow techniques.
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 following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. In the event the qualitative assessment indicates that an impairment is more likely than not, we would be required to perform a quantitative impairment test, otherwise no further analysis is required. We may elect to bypass the qualitative assessment for some or all of our reporting units and indefinite-lived intangible assets and perform a two-step quantitative test.
Under the quantitative goodwill impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then individual assets (including identifiable intangible assets) and liabilities of the reporting unit are estimated at fair value. The excess of the estimated fair value of the reporting unit over the estimated fair value of its net assets would establish the implied value of goodwill. The excess of the recorded amount of goodwill over the implied value is then charged to earnings as an impairment loss.
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 fourtwo to 20 years. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

75

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


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. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the asset are 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. The fair value methodology used is an estimate of fair market value and is based on prices of similar assets or other valuation methodologies including present value techniques. Long-lived assets to be disposed of other than by sale are classified as held for use until their disposal. Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair market value less cost to sell. Depreciation is discontinued for long-lived assets classified as held for sale.
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.date, using Level 3 assumptions. Subsequent costs related to acquired in process research and development projects are expensed as incurred. 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.
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. For the periodsyears ending December 31, 2014, 20132017, 2016 and 2012, and January 1, 2013 through January 31, 2013,2015, we have not recognized any assets or income associated with recoveries from third parties.

88

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


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 and depreciated.
Litigation
We accrue for liabilities related to 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
Successor periods
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 operating losses, interest and tax credit carry forwards. 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 income in the period that includes the enactment date.
Where we do not intend to indefinitely reinvest earnings of our foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributedunremitted earnings. We do not provide for income taxes on undistributedunremitted earnings of our foreign subsidiaries that are intended to be indefinitely reinvested.

76

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


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 accrued related to unrecognized tax benefits as a component of provision for income taxes. The current portion of unrecognized tax benefits is included in "Income taxes payable" and the long-term portion is included in the long-term income tax payable in the accompanying consolidated balance sheets.
Predecessor periods
For all Predecessor periods presented, although DPC was included in the consolidated income tax return of DuPont, DPC’s income taxes are computed and reported under the "separate return method." Use of the separate return method may result in differences when the sum of the amounts allocated to standalone tax provisions are compared with amounts presented in combined financial statements. In that event, related deferred tax assets and liabilities could be significantly different from those presented herein for the Predecessor periods. Certain tax attributes, e.g., net operating loss carryforwards, which were reflected in the DuPont consolidated financial statements may or may not exist at the standalone DPC level.
Foreign Currency Translation
Successor periods
The 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 sheet in Accumulated other comprehensive income (loss).AOCI.
Gains and losses from transactions denominated in currencies other than the functional currencies are included in the consolidated statement of operations in Otherother expense, net.

89

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Predecessor periods
The reporting currency is the U.S. dollar. For the Predecessor period, DuPont management determined that the U.S. dollar was the functional currency of DPC’s legal entities and this functional currency was appropriate for the economic environment in which DPC operated during the period covered by the Predecessor combined financial statements. For these legal entities, foreign currency denominated asset and liability amounts were remeasured into U.S. dollars at the end-of-period exchange rates. Nonmonetary assets, such as inventories, prepaid expenses, fixed assets and intangible assets were remeasured into U.S. dollars at historical exchange rates. Foreign currency denominated income and expense elements were remeasured into U.S. dollars at average exchange rates in effect during the year, except for expenses related to nonmonetary assets, which were remeasured at historical exchange rates.
Employee Benefits
Successor periods
In connection with the Acquisition, we assumed certain defined benefit plan obligations and related plan assets for current employees of non-U.S. subsidiaries and certain defined benefit plan obligations and plan assets of former employees of subsidiaries. All defined pension plan obligations for current and former employees in the United States were retained by DuPont.
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 net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned 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. As required by ASC 805, Business Combinations, all unamortized prior service costs and actuarial gains (losses) existing at the closing date of the Acquisition were eliminated in the determination of the fair value of the pension funded status at acquisition. The net obligation is then determined with reference to the fair value of the plan assets (if any). 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 paidpaid) and that have maturity dates approximating the terms of the obligations. The calculations are performed by qualified actuaries using the projected unit credit method.
Predecessor periods
Certain of DPC’s employees participated in defined benefit pension and other long-term employee benefit plans (the Plans) accounted for in accordance with ASC 715, Compensation—Retirement Benefits. Certain DPC employees were previously covered under DuPont and DuPont subsidiaries’ sponsored plans which were accounted for in accordance with accounting guidance in ASC 715. The majority of pension and other long-term employee expenses during the Predecessor periods were specifically identified by employee. In addition, a portion of expenses was allocated in shared entities and reported within costs of goods sold, selling, general and administrative and research and development expenses in the combined statements of operations. For the U.S. pension plan and other long-term employee benefit plans (the U.S. plans), DuPont considered DPC employees to be part of a multiemployer plan of DuPont. The expense related to the current and former employees of DPC is included in the Predecessor combined financial statements. Non-U.S. pensions and other long-term employee benefit plans (the non-U.S. plans) were accounted for as single employer plans where DPC recorded assets, liabilities and expenses related to the current DPC workforce.
Stock-Based Compensation
Successor periods
Our stock-based compensation for the Successor period,is comprised of Axalta stock options, isrestricted stock awards, restricted stock units, performance stock awards and performance share units and 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.
Predecessor periods
DuPont maintained certain stock compensation plans for the benefit Compensation expense is recorded net of certain of its officers, directors and employees, including DPC’s employeesforfeitures, which we have elected to record in the Predecessor periods. DPC accounted for all share-based payments to employees, including grants of stock options, based upon their fair values.

90

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


For additional information on our stock-based compensation plan, see Note 11.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 consist of stock options.options, restricted stock awards, restricted stock units, performance stock awards and performance share units.

77

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(4)    RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity", which amended the guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 and early adoption is permitted. We have adopted this guidance as of December 31, 2014.
In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," issuing changes to the reporting of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive income. This guidance is effective prospectively for annual reporting periods beginning on or after January 1, 2014, and the interim periods within those annual periods. We have included the additional disclosures requirements within Note 26.
Accounting Guidance Issued But Not Yet Adopted
In March 2017, the FASB issued Accounting Standard Update ("ASU") 2017-07, "Compensation—Retirement Benefits", which requires that an employer report the service cost component of net periodic pension costs in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. The impacts to the accompanying consolidated statement of operations for the years ended December 31, 2017 and 2016, as will be presented in our Annual Report on Form 10-K for the year ended December 31, 2018, will result in reclassifications from cost of goods sold and selling, general and administrative expense to other expense, net. These reclassifications will not have a material impact to the individual line items on the consolidated statement of operations for the impacted periods.
In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment", which eliminates the second step in the goodwill impairment test requiring an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. This standard is not expected to have a material impact on our financial statements unless an impairment indicator is identified in our reporting units.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business", which sets forth the accounting guidance that assists in the determination of whether a set of transferred assets and activities is a business. This new guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business; whereas, if the threshold is not met, the entity evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs by more closely aligning it with how outputs are described in the new revenue guidance. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. This standard is expected to have a prospective impact on our assessment of future acquisitions to determine whether the acquired entity requires accounting as an acquired asset (or group of similar identifiable assets) or as a business combination.
In February 2016, the FASB issued ASU 2016-02, "Leases", which requires lessees to recognize the assets and liabilities arising from all leases (both finance and operating) on the balance sheet. In addition to this main provision, this standard included a number of additional changes to lease accounting. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted prior to this date. We are in the process of assessing the impact the adoption of this standard will have on our balance sheets, statements of operations and statements of cash flows. Total assets and total liabilities will increase in the period of adoption.

78

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


In May 2014, the FASB issued ASU 2014-09, (Accounting Standard Codification 606), "Revenue from Contracts with Customers"Customers (Topic 606)", which sets forth the accounting guidance that an entity should use related toapplicable for revenue recognition. Subsequent updates applicable to the revenue recognition standard, including ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing", provide narrow scope improvements and clarifications. This ASU isstandard was initially intended to be effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date", which delayed the previous effective date of the new revenue accounting standard to fiscal years beginning after December 15, 2017, and the interim periods within those fiscal years. Companies were allowed to early adopt the guidance as of the original effective date. Early adoption is not permitted.permitted prior to the original effective date. We have elected to implement the standard using the modified retrospective method whereby, for contracts which we conclude our performance obligation has been met under the terms of this standard as of the date of initial application, January 1, 2018, we will record a one-time catch up of the net earnings impact to retained earnings on our consolidated balance sheet and consolidated statement of changes in shareholders’ equity of approximately $12 million. The impacts to be reflected at this date represent the net income attributable to certain arrangements primarily within our Transportation Coatings segment for which we determine our performance obligation has been satisfied at the point effective control over inventory has transferred to the customer upon delivery under this standard, as compared to consumption under current GAAP. The election to implement this standard using the modified retrospective method will also require our future disclosures to include the amount by which each financial statement line item is affected as compared with these line items reported under current GAAP to ensure comparability with historical financial statements. We have reviewed our sales contracts and practices as compared to the new guidance and have concluded on the population of affected contracts and implementation plan, as well as our assessment of procedural and policy requirements related to the provisions of this standard. Additionally, under the provisions of this standard, certain costs currently reported in selling, general and administrative costs will be reported within cost of goods sold on the consolidated statements of operations, as they represent costs incurred in satisfaction of performance obligations. Such items will not impact pre-tax operating results. We are currently evaluating the expanded disclosures necessary to be in compliance with this standard, including expanded disclosures regarding significant judgments and estimates involved in the processdetermination of assessing the impact the adoptiontransaction price, variable consideration and timing of this ASU will have on our financial position, resultssatisfaction of operations and cash flows.performance obligations.
(5)    ACQUISITIONS AND DIVESTITURES
Acquisition of DuPont Performance CoatingsIndustrial Wood Business
On August 30, 2012, we entered into a purchase agreement with DuPont whereby, Axalta acquiredJune 1, 2017, the Company completed its acquisition from DuPont and its affiliatesThe Valspar Corporation ("Valspar") of certain assets of DPC and all of the capital stock and other equity interests of certain entities engaged in the DPCconstituting its North American Industrial Wood Coatings business (the "Acquisition Agreement") pursuant to which we acquired the assets and legal entities of DPC from DuPont"Industrial Wood" business), for a purchase price of $4,925.9$420.0 million, plus or minus asubject to working capital adjustment and pension adjustment.adjustments. Axalta and DuPontValspar finalized the working capital and pension adjustments to the purchase price which resulted in a reduction to the purchase pricean increase of $18.6$10.3 million to $4,907.3 million.$430.3 million (the "Industrial Wood Acquisition"). The Industrial Wood Acquisition was funded through the refinancing of our Dollar Term Loans discussed further at Note 20.
We accountedThe Industrial Wood business is one of the leading providers of coatings for theOEM and aftermarket industrial wood markets, including building products, cabinets, flooring and furniture, in North America. The Industrial Wood Acquisition was recorded as a business combination in accordance withunder ASC 805, Business Combinations,, usingwith identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition method of accounting. At December 31, 2013, the amounts presented for the Acquisition were finalized.date.

9179

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


At December 31, 2017, we have not finalized the purchase accounting related to the Industrial Wood Acquisition and these amounts represent preliminary values. The following table summarizes the fair valuesallocation of the net assets acquired as ofpurchase price may be modified up to one year from the February 1, 2013 Acquisition date adjusted for measurement period adjustments:
 
February 1, 2013
(As Initially
Reported)
Measurement
Period
Adjustments
February 1, 2013
(As Adjusted)
Cash and cash equivalents$79.7
$
$79.7
Accounts and notes receivable—trade855.8
22.7
878.5
Inventories673.0
3.0
676.0
Prepaid expenses and other8.2
(1.3)6.9
Property, plant and equipment1,707.7
(1.8)1,705.9
Identifiable intangibles1,539.3
(19.0)1,520.3
Other assets—noncurrent98.8
19.1
117.9
Accounts payable(409.1)(6.9)(416.0)
Other accrued liabilities(232.0)7.5
(224.5)
Other liabilities(331.1)(35.3)(366.4)
Deferred income taxes(312.9)223.2
(89.7)
Noncontrolling interests(66.7)
(66.7)
Net assets acquired before goodwill on acquisition3,610.7
211.2
3,821.9
Goodwill on acquisition1,315.2
(229.8)1,085.4
Net assets acquired$4,925.9
$(18.6)$4,907.3
The measurement period adjustments reflect new information obtained about facts and circumstances that existed at the closing date of the Acquisition, primarily related to indemnificationacquisition as more information is obtained about the fair value of assets inventories, other miscellaneous current assetsacquired and liabilities property, plant and equipment, intangible assets, andassumed. After preliminary working capital adjustments, the related deferred income taxes. No measurement period adjustments had a material impact onCompany paid an aggregate purchase price of $430.3 million, which was comprised of the statement of operations or cash flows requiring retrospective application.following:
 June 1, 2017 (As Initially Reported)Measurement Period Adjustments
June 1, 2017
(As Adjusted)
Accounts and notes receivable—trade$23.3
$
$23.3
Inventories24.9
(0.2)24.7
Prepaid expenses and other0.2

0.2
Property, plant and equipment23.0
0.1
23.1
Identifiable intangibles254.2
4.9
259.1
Accounts payable(22.4)0.2
(22.2)
Other accrued liabilities(5.1)0.4
(4.7)
Net assets acquired before goodwill on acquisition298.1
5.4
303.5
Goodwill on acquisition132.6
(5.8)126.8
Net assets acquired$430.7
$(0.4)$430.3
Goodwill was recognized for the Acquisition as the excess of the purchase price over the net identifiable assets recognized. The Goodwillgoodwill is primarily attributed to our assembled workforce corporate and operational synergies and the going concern value of the anticipated future economic benefits associated with DPC being operated as a standalone entity.and is recorded within our industrial end-market in our Performance Coatings segment. The goodwill recognized at December 31, 20142017 that is expected to be deductible for income tax purposes is $708.0$126.8 million.
The fair valuesCompany incurred and expensed acquisition-related transaction costs on the Industrial Wood Acquisition of intangible assets were estimated using either$5.3 million, included within selling, general and administrative expense on the income approach,consolidated statements of operations for 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. 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 develop new products to meet the evolving business needs as well as competitively produce our existing products.year ended December 31, 2017.
The fair value of real properties acquired was 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, were 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 was developed primarily using a cost approach. The determination of the fair value of assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individualidentifiable intangible assets was $259.1 million, comprised of $34.6 million in technology (inclusive of in-process research and liabilitiesdevelopment), $8.0 million in trademarks, $203.0 million in customer relationships and appropriate discount rates at$13.5 million associated with favorable contractual arrangements which have been determined to have a fair value. The definite-lived intangible assets will be amortized over an average term of approximately 19 years.
Supplemental Pro Forma Information
The Company's net sales and income before income taxes for the dateyear ended December 31, 2017 include net sales of the acquisition.
The fair value$146.1 million and pre-tax income of the noncontrolling interests,$2.4 million related to acquired joint ventures, were estimated by applying an income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions included 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.

92

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The Company was formed on August 24, 2012 for the purpose of consummating the Acquisition of DPC and, consequently has no financial statements as of and for periods prior to that date. Prior to the Acquisition, we generated no revenue and incurred no expenses other than merger and acquisition costs and debt financing costs in anticipation of the Acquisition. We incurred merger and acquisition related costs of $29.0 million which were expensed during the Successor period August 24, 2012 through December 31, 2012 and incurred debt financing costs of $4.6 million which were recorded as Other assets and Other accrued liabilities as of December 31, 2012 (Successor). The $33.6 million of merger and acquisition related costs and debt financing costs incurred were accrued as a component of Other accrued liabilities at December 31, 2012 (Successor). The amounts were paid at closing of the Acquisition with proceeds from the borrowings under the Senior Secured Credit Facilities.
Industrial Wood business. The following unaudited supplemental pro forma information presentsrepresents the financial results of operations as if the acquisition of DPCCompany had occurred atacquired Industrial Wood on January 1, 2012. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made at January 1, 2012, nor is it indicative of any future results.
2016:
 Year Ended December 31,
 (in millions, except per share data)20132012
Net sales$4,277.3
$4,219.4
Net loss$(87.1)$(270.1)
Net loss attributable to controlling interests$(93.7)$(274.6)
Earnings per share (Basic and Diluted)$(0.41)$
 For the years ended
 (in millions, except per share data)December 31, 2017December 31, 2016
Net sales$4,454.2
$4,293.1
Net income$55.0
$45.9
Net income attributable to controlling interests$44.0
$40.1
Net income per share (Basic)$0.18
$0.17
Net income per share (Diluted)$0.18
$0.16
The 20132017 supplemental pro forma net lossincome was adjusted to exclude $53.1$5.3 million ($43.53.3 million, net of pro forma income tax impact) of acquisition-related costs incurred in 20132017 and $123.1$2.8 million ($88.61.8 million, net of pro forma income tax impact) of non-recurring expense consisting primarily of $103.7 million related to the fair market value adjustment to acquisition-dateacquisition date inventory. The 2012 supplementalunaudited pro forma net loss was adjustedconsolidated information does not necessarily reflect the actual results that would have occurred had the acquisition taken place on January 1, 2016, nor is it meant to include these charges.be indicative of future results of operations of the combined companies under the ownership and operation of the Company.
Dispositions
In September 2014, we completed the sale of a business within the Performance Coatings reportable segment, which primarily included technology that had been developed as an integrated software solution for the collision repair supply chain market.
The sale resulted in the receipt of $17.5 million during the year ended December 31, 2014. As a result, we recognized a pre-tax gain on sale of $1.2 million ($0.7 million after tax) recorded within Other expense, net for the year ended December 31, 2014.

9380

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Other Acquisitions
During the year ended December 31, 2017, we acquired 100% of eight businesses, including the acquisition of the Industrial Wood business. The other seven acquisitions included two North American and five European businesses which have operations in both our refinish and industrial end-markets, within our Performance Coatings segment. All but one of these acquisitions were accounted for as business combinations and 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 2017 Acquisitions was $322.3 million, comprised of $47.4 million in technology, $20.2 million in trademarks, $239.1 million in customer relationships and $15.6 million in other intangibles primarily consisting of favorable contractual arrangements which have been determined to have a fair value. The total fair value of consideration paid or payable, net of cash assumed, on the 2017 Acquisitions was $573.4 million, including acquisition date fair value of contingent consideration of $5.7 million.
At December 31, 2017, we have not finalized the purchase accounting related to the 2017 Acquisitions and these amounts 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.
(6)    GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
Goodwill
The following table shows changes in the carrying amount of goodwill for the Successor years endedfrom December 31, 2014 and 20132015 to December 31, 2017 by reportable segment:
 
Performance
Coatings
Transportation
Coatings
Total
At January 1, 2013$
$
$
Goodwill resulting from Acquisition1,012.5
72.9
1,085.4
Foreign currency translation26.3
1.9
28.2
At December 31, 2013$1,038.8
$74.8
$1,113.6
Purchase accounting adjustments5.7
0.4
6.1
Divestitures(4.7)
(4.7)
Foreign currency translation(106.2)(7.7)(113.9)
December 31, 2014$933.6
$67.5
$1,001.1
 
Performance
Coatings
Transportation
Coatings
Total
December 31, 2015$869.0
$62.3
$931.3
Goodwill from acquisitions64.2
15.5
79.7
Foreign currency translation(43.8)(3.1)(46.9)
December 31, 2016$889.4
$74.7
$964.1
Goodwill from acquisitions207.2

207.2
Purchase accounting adjustments(15.2)
(15.2)
Foreign currency translation107.8
7.3
115.1
December 31, 2017$1,189.2
$82.0
$1,271.2
During the Successor year ended December 31, 2014, we identified and recorded purchase accounting adjustments of $6.1 millionrelated to corrections subsequent to the end of the purchase accounting measurement period.
The following table shows changes in the carrying amount of goodwill for the Predecessor year ended December 31, 2012 and the Predecessor period from January 1, 2013 to January 31, 2013 by reportable segment:
 
Performance
Coatings
Transportation
Coatings
Total
At January 1, 2012$517.9
$70.9
$588.8
Foreign currency translation


December 31, 2012$517.9
$70.9
$588.8
Foreign currency translation


January 31, 2013$517.9
$70.9
$588.8

9481

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


 Identifiable Intangible Assets
The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class:
December 31, 2017
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology$498.0
$(213.6)$284.4
10.5
Trademarks—indefinite-lived277.2

277.2
Indefinite
Trademarks—definite-lived102.6
(17.7)84.9
15.9
Customer relationships945.1
(176.8)768.3
19.0
Other16.6
(3.2)13.4
4.8
Total$1,839.5
$(411.3)$1,428.2
 
December 31, 2014
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology$411.8
$(76.3)$335.5
10.0
Trademarks - indefinite-lived284.4

284.4
Indefinite
Trademarks - definite-lived41.8
(5.5)36.3
14.8
Customer relationships713.9
(71.3)642.6
19.4
Non-compete agreements2.0
(0.8)1.2
4.6
Total$1,453.9
$(153.9)$1,300.0
 
December 31, 2016
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology$417.1
$(153.6)$263.5
10.2
Trademarks—indefinite-lived273.2

273.2
Indefinite
Trademarks—definite-lived55.0
(11.4)43.6
14.8
Customer relationships672.6
(123.3)549.3
18.7
Other2.4
(1.7)0.7
4.6
Total$1,420.3
$(290.0)$1,130.3
 
During the year ended December 31, 2017, we changed certain indefinite-lived trademark intangibles to definite-lived intangible assets. The change was made as a result of decisions regarding our anticipated future use of these trademarks. During this period, we commenced amortizing the assets on a straight-line basis over a 20-year useful life.
December 31, 2013
Gross Carrying
Amount
Accumulated
Amortization
Net Book
Value
Weighted average
amortization periods (years)
Technology$425.2
$(37.3)$387.9
10.0
Trademarks—indefinite-lived284.4

284.4
 Indefinite
Trademarks—definite-lived41.7
(2.6)39.1
14.8
Customer relationships761.9
(34.9)727.0
19.4
Non-compete agreements1.5
(0.3)1.2
4.0
Total$1,514.7
$(75.1)$1,439.6
 
Activity related to in processin-process research and development projects, for the successor years ended December 31, 2013 and 2014:
In Process Research and DevelopmentActivity
Balance at February 1, 2013$25.4
Completed(6.5)
Abandoned(3.2)
Balance at December 31, 2013$15.7
Completed(10.4)
Abandoned(0.1)
Balance at December 31, 2014$5.2
In the Successor years ended December 31, 2014 and 2013, amortization expense for acquired intangibles was $83.8 million and $79.9 million, respectively. Amortization expenseclassified within technology assets, for the years ended December 31, 20142016 and 2013 included losses of $0.1 million and $3.2 million, respectively, associated with abandoned acquired in process research and development projects, all of which was related to the Acquisition.2017 is as follows:
Amortization expense for the Predecessor period from January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012 was $2.6 million and $25.7 million, respectively, which were primarily reported as a reduction in net sales.
In Process Research and DevelopmentActivity
Balance at December 31, 2015$1.6
Completed
Abandoned
Acquired
Foreign currency translation(0.1)
Balance at December 31, 2016$1.5
Completed
Abandoned(1.7)
Acquired2.3
Foreign currency translation0.2
Balance at December 31, 2017$2.3

9582

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years is:
2015$81.6
2016$81.6
2017$81.1
2018$81.0
2019$81.0
2018$110.8
2019$109.5
2020$109.3
2021$108.7
2022$106.5
(7)    RESTRUCTURING
Successor Periods
In accordance with the applicable guidance for ASC 712, Nonretirement Postemployment Benefits, 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.
Since the Acquisition date, weWe have incurred costs associatedin connection with involuntary termination benefits associated with our corporate-related initiatives, including our transition to a standalone entity and cost-saving opportunities associated with our transitionFit For Growth and cost-saving opportunities related to the separation from DuPont. During the Successor years ended December 31, 2014 and 2013 we incurred restructuring costs of $8.5 million and $120.7 million, respectively.Axalta Way initiatives. These amounts are recorded within selling, general and administrative expenses in the consolidated statements of operations. The payments associated with these actions are expected to be completed by December 2015.within 12 to 15 months from the balance sheet date.
The following tables summarizetable summarizes the activitiesactivity related to the restructuring reserves recorded within other accrued liabilities, and expenses for the Successor years ended December 31, 20132017, 2016 and 2014:
2015:
 2013 Activity
Balance at February 1, 2013 (At acquisition date)$0.5
Expense recorded120.7
Payments(23.7)
Foreign currency translation0.9
Balance at December 31, 2013$98.4
  
 2014 Activity
Balance at December 31, 2013$98.4
Expense Recorded8.5
Payments Made(51.6)
Foreign Currency Changes(6.8)
Balance at December 31, 2014$48.5
Balance at December 31, 2014$48.5
Expense recorded31.9
Payments made(33.8)
Foreign currency translation(5.3)
Balance at December 31, 2015$41.3
Expense recorded58.5
Payments made(31.0)
Foreign currency translation(2.7)
Balance at December 31, 2016$66.1
Expense recorded36.2
Payments made(36.1)
Foreign currency translation6.8
Venezuela deconsolidation impact(1.5)
Balance at December 31, 2017$71.5
Predecessor Periods
There was no expense recordedRestructuring charges incurred during the Predecessor periods January 1, 2013 through January 31, 2013 associated with restructuring. Atfourth quarter ended December 31, 2012 of2017 included actions to reduce operational costs through activities to rationalize our manufacturing footprint. The impact to earnings from accelerated depreciation related to these manufacturing assets for the Predecessor period, total liabilities relating to restructuring activities were $2.1 million. For the Predecessor year ended December 31, 2012 there were reductions in2017 was $4.3 million. During the year ended December 31, 2017, we recorded impairment losses of $7.6 million associated with these manufacturing facilities based on market price estimates recorded within other expense, resulting from changes in estimates of $0.3 million.net.

9683

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(8)    RELATIONSHIP WITH DUPONTCOMMITMENTS AND CONTINGENCIES
Predecessor PeriodsLeases - Sales Leaseback Obligations
Historically,During the DPC businesses were managed and operated in the normal course of business with other affiliates of DuPont. Accordingly, certain shared costs were allocated to DPC and reflected as expenses in the standalone Predecessor combined financial statements. Management of DuPont considered the allocation methodologies usedyear December 31, 2017, we determined that a previous build-to-suit lease arrangement was to be reasonable and appropriate reflectionstreated as a sale-leaseback financing. The lessor's building costs will be depreciated over an estimated useful life, consistent with our other sale-leaseback financing identified during the year ended December 31, 2016, beginning at the commencement of the historical DuPont expenses attributable to DPC for purposes of the standalone combined financial statements of DPC; however, the expenses reflected in the Predecessor combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if DPC had operated as a separate, standalone entity. In addition, the expenses reflected in the Predecessor combined financial statements may not be indicative of related expenses that will be incurred in the future by us.
Cash Management and Financing
Except for its joint ventures, DPC participated in DuPont’s centralized cash management and financing programs. Disbursements were made through centralized accounts payable systemsrental terms, at which were operated by DuPont, while cash receipts were transferred to centralized accounts maintained by DuPont. As cash was disbursed and received by DuPont, it was accounted for by DPC through the parent company net investment. All short and long-term debt requirements of the DPC business were financed by DuPont and financing decisions for wholly owned subsidiaries and majority owned joint ventures were determined by DuPont’s central treasury operations.
Allocated Corporate Costs
The Predecessor combined financial statements include significant transactions with DuPont involving leveraged functional services (such as information systems, accounting, other financial services, purchasing and legal) and general corporate expenses that were provided to DPC by centralized DuPont organizations. Throughout the Predecessor periods covered by the combined financial statements of DPC, the costs of these leveraged functions and services were directly charged or allocated to DPC using methods management believes were reasonable. The methods for directly charging specifically identifiable functions and services to DPC included negotiated usage rates and dedicated employee assignments. The method for allocating shared leveraged functional services to DPC was based on proportionate formulas involving controllable fixed costs and in certain instances was allocated to DPC based on demand. Controllable fixed costs are fixed costs less depreciation and amortization and nonrecurring transactions. The methods for allocating general corporate expenses to DPC were based on revenue. However, the expenses reflected in the Predecessor combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if DPC had operated as a separate, standalone entity.
The allocated leveraged functional service expenses and general corporate expenses included in cost of goods sold, selling, general, and administrative expenses and research and development expenses in the Predecessor combined statement of operations were as follows:
 Predecessor
 
Period from January 1, 2013 through
January 31, 2013
Year Ended December 31, 2012
Cost of goods sold$14.2
$224.7
Selling, general, and administrative expenses1.4
21.6
Research and development expenses0.1
2.2
Total$15.7
$248.5

97

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Allocated leveraged functional service expenses and general corporate expenses arepoint such lease assets recorded in the Predecessor combined statement of operations as follows:
 Predecessor
 Period from January 1, 2013 through January 31, 2013Year Ended December 31, 2012
Leveraged functional services$14.2
$226.4
General corporate expenses1.5
22.1
Total$15.7
$248.5
Shared Sites
DPC conducted manufacturing operations at 35 plant sites globally. DPC shared three of these plant sites with other non-DPC DuPont manufacturing operations. Additionally, DPC shared warehouse, sales centers, office space, and research and development facilities with other DuPont businesses. In general, the property, plant and equipment primarily or exclusively used by DPC for these shared locations are included inhad a corresponding offset within long-term borrowings. The table below reflects the Predecessor combined balance sheet.
The full historical cost, accumulated depreciation and depreciation expense for assets at shared manufacturing plant sites and other facilities where DPC wastotal remaining cash payments related to both transactions during the primary or exclusive userrental term as of the assets have been included in the Predecessor combined balance sheet and statement of operations. Accordingly, when the use of a DPC primary asset was shared with a non-DPC DuPont business (manufacturing or otherwise), the cost for the non-DPC usage was deemed to have been charged to the non-DPC business. The amounts credited to cost of goods sold in the Predecessor combined statement of operations for the use of a DPC primary asset by non-DPC businesses, were less than $0.3 million for the Predecessor period from January 1, 2013 through January 31, 2013 and $1.0 million for the Predecessor year ended December 31, 2012.
At shared manufacturing plant sites and other facilities where DPC was not the primary or exclusive user of the assets, the assets were excluded from the Predecessor combined balance sheet. Accordingly, where DPC used these shared assets, DPC was deemed to have been charged a cost for its usage of these shared assets by the other DuPont businesses. The amounts charged to the cost of goods sold in the Predecessor combined statement of operations for the DPC usage of the shared assets were less than $0.2 million for the Predecessor period from January 1, 2013 through January 31, 2013 and $0.4 million for the Predecessor year ended December 31, 2012.
Purchases from and Sales to Other DuPont Businesses
Throughout the Predecessor periods covered by the Predecessor combined financial statements, DPC purchased materials (Titanium Dioxide and DuPont Sontara® maintenance wipes) from DuPont and its non-DPC businesses.
Purchases include the following amounts:2017:
 Predecessor
 Period from January 1, 2013 through January 31, 2013Year Ended December 31, 2012
DPC purchases of products from other DuPont businesses$7.9
$91.7
 Sale-leaseback obligations
2018$5.3
20195.4
20205.4
20215.5
20225.8
Thereafter83.4
Total minimum payments$110.8
There were no material sales to other DuPont businesses during the periods covered by the Predecessor combined financial statements.


98

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(9)COMMITMENTS AND CONTINGENCIES
Guarantees
In connection with the Acquisition, we assumed certain guarantee obligations which directly guarantee various debt obligations under agreements with third parties related to the following: equity affiliates, customers, suppliers and other affiliated companies.
At December 31, 2014 and 2013, we had directly guaranteed $2.2 million and $1.6 million of such obligations, respectively. These guarantees represent the maximum potential amount of future (undiscounted) payments that we could be required to make under the guarantees in the event of default by the guaranteed parties. No amounts were accrued at December 31, 2014 and 2013.
Product Warranty
We warrant that our products meet standard specifications. Our product warranty liability at December 31, 2014 and 2013 was $0.5 million and $0.6 million, respectively. Estimates for warranty costs are based on historical claims experience.
Operating Lease CommitmentsLeases - Other
We use various leased facilities and equipment in our operations. The terms for these leased assets vary depending on the lease agreement. Net rental expense under operating leases were $61.6$52.7 million, $48.0 million and $50.0$48.2 million for the Successor years ended December 31, 20142017, 2016 and 2013, respectively. Net rental expense under operating leases was $4.6 million and $43.6 million for the Predecessor period from January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012,2015, respectively.
At December 31, 2014,2017, future minimum payments under non-cancelable operating leases were as follows over each of the next five years and thereafter:
follows:
Operating
Leases
Operating
Leases
2015$50.6
201635.5
201727.6
201824.5
$41.8
201922.7
26.6
202019.4
202114.9
202211.8
Thereafter47.7
20.2
Total minimum payments$208.6
$134.7
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. At December 31, 2017 and 2016, we had outstanding bank guarantees of $15.2 million and $11.1 million, respectively, which expire between 2018 and 2022. We monitor the obligations to evaluate whether we have a liability at the balance sheet date, for which none existed as of December 31, 2017 and 2016.
Other
We are subject to various pending lawsuits and other claims including civil, regulatory and environmental matters. Certain of these lawsuits and other claims may have an impact on us. These litigation matters may involve indemnification obligations by third parties and/or insurance coverage covering all or part of any potential damage awards against us or against DuPont and/or us.for which we assumed the liabilities through the Acquisition. All of the above matters are subject to many uncertainties and, accordingly, we cannot determine the ultimate outcome of the lawsuits at this time.
The potential effects, if any, on the consolidated financial statements of Axalta will be recorded in the period in which these matters are probable and estimable, and such effects, could be material.estimable.

84

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


In addition to the aforementioned matters, we are party to various legal proceedings in the ordinary course of business. Although the ultimate resolution of these various proceedings cannot be determined at this time, management does not believe that such proceedings, individually or in the aggregate, will have a material adverse effect on the consolidated financial statements of Axalta.

99

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(10)(9)    LONG-TERM EMPLOYEE BENEFITS
Defined Benefit PensionPensions and Other Long-Term Employee BenefitsBenefit Plans
Successor period
Defined Benefit Pensions
In connection with the Acquisition, we assumed certain defined benefit plan obligations for both current and former employees of our non-U.S. subsidiaries. All defined benefit pension plan obligations for current and former employees in the U.S. were retained by DuPont.
The defined benefit obligations for remaining current employees of non-U.S. subsidiaries assumed by Axalta were carved out of defined benefit pension plans retained by DuPont, where required. We have created new defined benefit pension plans for all effected participants. The Acquisition Agreement required DuPont to transfer assets generally in the form of cash, insurance contracts or marketable securities from DuPont’s funded defined benefit pension plans to our defined benefit pension plans within 180 days of the closing date of the Acquisition. The determination of asset transfers has been completed at December 31, 2014 for all plans except the plan covering our Canadian employees.
During the Predecessor period, DuPont had accounted for the benefit obligations of all the defined benefit plans as though thethat cover certain employees were participants in a multiemployer plan in the Predecessor period. For multiemployer plans, ASC 805, Business Combinations, requires an obligation to the plan for a portion of its unfunded benefit obligations to be established at the acquisition date when withdrawal from the multiemployer plan is probable. As withdrawal from the DuPont defined benefit pension plan and related transfer of plan assets was required pursuant to the Acquisition Agreement, an estimateworldwide, with over 85% of the unfundedpension benefit obligations was recordedobligation within the European region as of the Acquisition date. The plan assets have been or will be directly transferred to the pension trust. Accordingly, assumed defined benefit obligations are presented net of the plan assets transferred, or to be transferred in the case of Canada, by DuPont.December 31, 2017.
Other Long-Term Employee Benefits
We also assumed in connection with the AcquisitionIn prior periods, we had certain long-term employee health care and life insurance benefits for certain eligible employees in Canada and Brazil.employees. These programs require retireerequired contributions based on retiree-selected coverage levels for certain retirees.
Predecessor period
DuPont offered various In conjunction with certain negative plan amendments completed in 2014, all liabilities and other comprehensive income associated with these other long-term benefits to its employees. DuPont offered U.S. plans that were shared amongst its businesses. In these cases, the costs, assets, and liabilities of participating employees in these plans are reflected in the Predecessor combined financial statements as though DPC participated in a multiemployer plan. The total cost of the plan was determined by actuarial valuation and the business received an allocation of the cost of the plan based upon several factors, including a percentage of salaries, headcount and fixed costs.
For the non-U.S. plans, the Predecessor combined financial statements have been prepared as though the DPC employees who participated in the non-U.S.employee benefit plans were considered separate plans. As such a portionreduced to zero at December 31, 2015. The $3.4 million net periodic benefit gain recorded during the year ended December 31, 2015 consisted of DuPont’s liabilities, assetsamortization of prior service credit of $3.7 million and expenses are included insettlement losses of $0.3 million. The discount rate used to determine the Predecessor combined financial statements. Pension asset allocation for funded plans outside ofnet periodic benefit gain during the U.S.year ended December 31, 2015 was based on either predominant local country calculation, or in other cases, by relative benefit obligation of the standalone DPC plan.1.50%.
Defined Benefit Pensions
DuPont had both funded and unfunded noncontributory defined benefit pension plans covering a majority of the U.S. employees hired before January 1, 2007, including U.S. employees of DPC. The benefits under these plans were based primarily on years of service and employees’ pay near retirement. DuPont’s funding policy was consistent with the funding requirements of federal laws and regulations.
Pension coverage for employees of DuPont’s non-U.S. subsidiaries was provided, to the extent deemed appropriate, through separate plans. Obligations under such plans were funded by depositing funds with trustees, covered by insurance contracts, or were unfunded.

10085

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Other Long-Term Employee Benefits
DuPont and its Canadian and Brazilian subsidiaries provided medical, dental and life insurance benefits to pensioners and survivors, and disability and life insurance protection to employees. The associated plans for retiree benefits were unfunded and the cost of the approved claims was paid from DuPont funds. Essentially all of the cost and liabilities for these retiree benefit plans were attributable to DuPont’s U.S. plans. The retiree medical plan was contributory with pensioners and survivors’ contributions adjusted annually to achieve a 50/50 target sharing of cost increases between DuPont and pensioners and survivors. In addition, limits were applied to DuPont’s portion of the retiree medical cost coverage. U.S. employees hired after December 31, 2006 were not eligible to participate in the postretirement medical, dental and life insurance plans.
Employee life insurance and disability benefit plans were insured in many countries. However, primarily in the U.S., such plans were generally self-insured or were fully experience rated. Expenses for self-insured and fully experience rated plans are reflected in the Predecessor combined financial statements.
Participation in the U.S. Plans
DPC participated in DuPont’s U.S. plans as though they were participants in a multiemployer plan with the other businesses of DuPont. The following table presents pension expense allocated by DuPont to DPC for DuPont’s significant plans in which DPC participated.
  Predecessor
Plan NameEIN/Pension Number
January 1,
2013
through
January 31,
2013
Year Ended
December 31,
2012
DuPont Pension and Retirement Plan51-0014090/001$4.2
$40.6
All Other Plans $0.7
$16.7

101

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Obligations and Funded Status
The measurement date used to determine defined benefit and other long-term employee benefit obligations was December 31. The following table sets forth the changes to the projected benefit obligations ("PBO") and plan assets for the Successor yearyears ended December 31, 20142017 and 20132016 and the funded status and amounts recognized in the accompanying consolidated balance sheets at December 31, 20142017 and 20132016 for the Company’sour defined benefit pension and other long-term benefit plans:
Defined Benefits
Other Long-Term Employee
Benefits
Year Ended December 31,
SuccessorSuccessor20172016
Year Ended December 31,
Obligations and Funded Status2014201320142013
Change in benefit obligation:  
Projected benefit obligation at beginning of year$603.0
$
$4.6
$
$547.6
$541.7
Fair value of assumed obligation at Acquisition date
579.5

5.2
Service cost15.4
17.0
0.1
0.2
9.0
10.7
Interest cost22.9
21.2
0.1
0.2
13.8
15.1
Participant contributions1.0
1.0


1.3
1.0
Actuarial losses (gains)—net85.8
(5.8)1.1
(0.7)
Plan curtailments and settlements(16.3)(1.4)

Actuarial losses (gains), net(13.8)57.4
Plan curtailments, settlements and special termination benefits(12.9)(2.0)
Benefits paid(30.1)(20.7)

(23.3)(21.8)
Amendments(4.3)(0.4)(5.7)
Business combinations and other adjustments51.2

Currency translation adjustment(64.3)12.6
(0.1)(0.3)64.0
(54.5)
Projected benefit obligation at end of year613.1
603.0
0.1
4.6
636.9
547.6
Change in plan assets:  
Fair value of plan assets at beginning of year281.3



288.7
278.4
Fair value of plan assets at Acquisition date
250.7


Actual return on plan assets26.5
16.0


22.2
41.1
Employer contributions40.9
28.6


27.4
27.0
Participant contributions1.0
1.0


1.3
1.0
Benefits paid(30.1)(20.7)

(23.3)(21.8)
Settlements(2.7)(0.6)

(13.9)(1.2)
Business combinations and other adjustments32.4

Currency translation adjustment(22.4)6.3


30.2
(35.8)
Fair value of plan assets at end of year294.5
281.3


365.0
288.7
Funded status, net$(318.6)$(321.7)$(0.1)$(4.6)$(271.9)$(258.9)
Amounts recognized in the consolidated balance sheets consist of:  
Other assets$0.1
$0.2
$
$
$19.2
$0.3
Other accrued liabilities(12.4)(13.3)

(12.0)(10.1)
Accrued pension and other long-term employee benefits(306.3)(308.6)(0.1)(4.6)
Accrued pensions(279.1)(249.1)
Net amount recognized$(318.6)$(321.7)$(0.1)$(4.6)$(271.9)$(258.9)
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.

10286

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The following table reflects the ABO for all defined benefit pension plans as of December 31, 20142017 and 2013.2016. 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.
Successor
Year Ended December 31,Year Ended December 31,
2014201320172016
ABO$559.4
$541.5
$605.4
$516.4
Plans with PBO in excess of plan assets:  
PBO$606.2
$595.7
$401.2
$542.6
ABO$553.2
$534.9
$370.0
$511.6
Fair value plan assets$287.5
$273.8
$110.1
$283.4
Plans with ABO in excess of plan assets:  
PBO$602.0
$537.8
$393.3
$488.2
ABO$550.9
$488.9
$364.9
$461.3
Fair value plan assets$285.1
$227.2
$104.7
$232.6
The pretaxpre-tax amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive income (loss)AOCI include the following:
following related to defined benefit plans:
Defined Benefits:Successor
 Year Ended December 31,
 20142013
Accumulated net actuarial gains (losses)$(52.6)$10.0
Accumulated prior service (cost) credit4.3
0.4
Total$(48.3)$10.4
Other Long-Term Employee Benefits:Successor
 Year Ended December 31,
 20142013
Accumulated net actuarial gains (losses)$(0.4)$0.6
Accumulated prior service (cost) credit4.1

Total$3.7
$0.6
 Year Ended December 31,
 20172016
Accumulated net actuarial losses$(46.4)$(76.6)
Accumulated prior service credit2.6
0.9
Total$(43.8)$(75.7)
The accumulated net actuarial gains (losses), netlosses for pensions and other long-term employee benefits relate primarily to differences between the actual net periodic expense and the expected net periodic expense resulting from differences in the significant assumptions, including primarily return on assets, discount rates and healthcarecompensation trends, used in these estimates. For individual plans in which the accumulated net actuarial losses exceed 10% of the higher of the market value of plan assets or the PBO at the beginning of the year, amortization of such excess has been included in net periodic benefit costs for pension and other long-term employee benefits. The amortization period is the average remaining service period of active employees expected to receive benefits unless a plan is mostly inactive in which case the amortization period is the average remaining life expectancy of the plan participants. Accumulated prior service credit is amortized over the future service periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits.
The estimated pre-tax amounts that are expected to be amortized from Accumulated other comprehensive income (loss)AOCI into net periodic benefit cost during 20152018 for the defined benefit plans and other long-term employee benefit plans is as follows:
 2015
 Defined Benefits
Other Long-Term
Employee Benefits
Amortization of net actuarial gains (losses)$(1.1)$
Amortization of prior service (cost) credit0.3
4.1
Total$(0.8)$4.1
 2018
Amortization of net actuarial losses$(1.2)
Amortization of prior service credit0.1
Total$(1.1)

10387

Notes to Consolidated (Successor) and Combined (Predecessor)
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 Successor years ended December 31, 20142017, 2016 and 2013 and the Predecessor year ended December 31, 2012.2015.
 Pension Benefits
 SuccessorPredecessor
 Year Ended December 31,
Period from
August 24,
2012
through
December 31,
Period from
January 1,
2013
through
January 31,
Year Ended
December 31,
 20142013201220132012
Components of net periodic benefit cost and amounts recognized in other comprehensive (income) loss:     
Net periodic benefit (credit) cost:     
Service cost$15.4
$17.0
$
$1.6
$14.8
Interest cost22.9
21.2

1.8
22.0
Expected return on plan assets(14.8)(11.9)
(1.9)(18.4)
Amortization of actuarial (gain) loss, net(0.3)

1.1
5.2
Amortization of prior service cost



0.2
Curtailment gain(7.3)



Settlement loss0.1



3.9
Net periodic benefit cost16.0
26.3

2.6
27.7
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:     
Net actuarial (gain) loss, net60.6
(10.6)

112.7
Amortization of actuarial gain (loss), net0.3


(1.1)(5.2)
Prior service benefit(4.3)(0.4)

(0.3)
Amortization of prior service cost



(0.2)
Curtailment gain7.3




Settlement loss(0.1)


(3.9)
Net translation adjustment(4.9)0.6



Total (gain) loss recognized in other comprehensive income58.9
(10.4)
(1.1)103.1
Total recognized in net periodic benefit cost and other comprehensive (income) loss$74.9
$15.9
$
$1.5
$130.8
 Year Ended December 31,
 201720162015
Components of net periodic benefit cost and amounts recognized in comprehensive (income) loss:   
Net periodic benefit cost:   
Service cost$9.0
$10.7
$12.0
Interest cost13.8
15.1
16.9
Expected return on plan assets(15.0)(12.6)(14.6)
Amortization of actuarial loss, net1.4
0.4
0.4
Amortization of prior service credit

(0.1)
Curtailment gain
(1.1)
Settlement (gain) loss0.2
(0.5)0.5
Special termination benefit loss1.0
0.2

Net periodic benefit cost10.4
12.2
15.1
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:   
Net actuarial (gain) loss, net(20.6)27.7
(3.4)
Amortization of actuarial loss, net(1.4)(0.4)(0.4)
Prior service (credit) cost(1.2)
2.7
Amortization of prior service credit

0.1
Curtailment gain
1.1

Settlement gain (loss)(0.2)0.5
(0.5)
Other adjustments(7.9)

Total (gain) loss recognized in other comprehensive (income) loss(31.3)28.9
(1.5)
Total recognized in net periodic benefit cost and comprehensive (income) loss$(20.9)$41.1
$13.6
Included in the other adjustments recognized in other comprehensive (income) loss was a pension plan adjustment related to the deconsolidation of our Venezuelan subsidiary and the corresponding write-off of the accumulated actuarial loss on our Venezuela pension plan. This resulted in a decrease of $8.5 million in AOCI ($5.9 million, net of tax), as discussed further in Note 25.

10488

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


 Other Long-Term Employee Benefits
 SuccessorPredecessor
 Year Ended December 31,
Period from
August 24,
2012
through
December 31,
Period from
January 1,
2013
through
January 31,
Year Ended
December 31,
 20142013201220132012
Components of net periodic benefit cost and amounts recognized in other comprehensive (income) loss:     
Net periodic benefit credit cost:     
Service cost$0.1
$0.2
$
$
$0.3
Interest cost0.1
0.2


0.5
Amortization of actuarial loss, net0.1




Amortization of prior service cost (benefit)(1.4)


0.2
Net periodic benefit cost(1.1)0.4


1.0
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:     
Net actuarial (gain) loss(4.6)(0.7)

2.7
Amortization of actuarial gain (loss)(0.1)



Prior service benefit



(5.9)
Amortization of prior service benefit (cost)1.4



(0.2)
Net translation adjustment
0.1



Total (gain) loss recognized in other comprehensive income(3.3)(0.6)

(3.4)
Total recognized in net periodic benefit cost and other comprehensive income$(4.4)$(0.2)$
$
$(2.4)
Significant Events
During the Successor year ended December 31, 2014, we recorded a curtailment gain of $7.3 million within Selling, general and administrative expenses due to an amendment to one of our pension plans. In addition, amendments to our long-term employee benefit plans resulted in increases to Accumulated other comprehensive income of $12.0 million at December 31, 2014. These amounts will continue to be recognized in earnings over the remaining future service periods of active participants.

105

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Assumptions
We used the following assumptions in determining the benefit obligations and net periodic benefit cost:cost of our defined benefit plans:
SuccessorPredecessor201720162015
201420132012
Defined benefits   
Weighted-average assumptions:    
Discount rate to determine benefit obligations3.23%4.11%3.38%
Discount rate to determine benefit obligation2.13%2.52%3.05%
Discount rate to determine net cost4.11%4.15%4.73%2.52%3.05%3.23%
Rate of future compensation increases to determine benefit obligation3.57%3.52%3.16%2.69%3.07%3.03%
Rate of future compensation increases to determine net cost3.52%3.69%3.33%3.07%3.03%3.57%
Rate of return on plan assets to determine net cost5.23%5.22%7.71%4.73%4.75%5.21%
 SuccessorPredecessor
 201420132012
Other Long-Term Employee benefits   
Weighted-average assumptions:   
Discount rate to determine benefit obligations1.50%4.80%4.86%
Discount rate to determine net cost4.80%4.20%7.28%
Rate of future compensation increases to determine benefit obligations

3.00%
Rate of future compensation increases to determine net cost

4.00%
The rate of future compensation increases to determine benefit obligation in 2016 and 2015 includes the impacts of inflationary assumptions of our now deconsolidated Venezuelan subsidiary, which are absent in the 2017 assumption.
The discount rates used reflect the expected future cash flow based on plan provisions, participant data as of the closing date of the Acquisition and the currencies in which the expected future cash flows will occur. For the majority of our defined benefit pension 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 long-term rate of return on plan assets assumptions 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.
Estimated future benefit payments
The following reflects the total benefit payments expected to be paid for defined benefits:
Year ended December 31,Benefits
2015$34.8
2016$27.1
2017$29.8
2018$31.0
2019$37.6
2020—2024$180.3

106

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The following reflects the total benefit payments expected to be paid for other long-term employee benefits:
Year ended December 31,Benefits
2015$
2016$0.1
2017$
2018$
2019$
2020—2024$
Year ended December 31,Benefits
2018$29.7
2019$32.2
2020$32.2
2021$31.1
2022$32.1
2023—2027$189.0
Plan Assets
As discussed above, theThe defined benefit pension plans for theour subsidiaries in Austria, the United Kingdom and Germany represent single-employer plans and the related plan assets are invested within separate trusts. The defined benefit plan obligations for remaining current employeesEach of non-U.S. subsidiaries assumed by us were carved outthe single-employer plans is managed in accordance with the requirements of thelocal laws and regulations governing defined benefit pension plans retained by DuPont. At December 31, 2014, DuPont had completedfor the asset transfers for all funded plans except the plan covering our Canadian employees. The Canadianexclusive purpose of providing pension benefits to participants and their beneficiaries. Pension plan assets continueare typically held in a trust by financial institutions. Our asset allocation targets established are intended to be invested and managed by DuPont untilachieve the required regulatory approvals are received at which time the assets will be transferred to a newly created trust.plan’s investment strategies.
Equity securities include varying market capitalization levels. U.S. equity investmentssecurities are primarily large-cap companies. Fixed income investments include corporate issued, government issued and asset backed securities. Corporate debt investmentssecurities 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 NAV as a practical expedient include debt asset backed securities and hedge funds. Debt asset backed securities primarily consist of collateralized debt obligations. The market values for these assets are based on the net asset values 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.

89

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


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 allocationallocations at December 31 for all funded Axalta defined benefit plans.
Asset Category20142013Target Allocation20172016Target Allocation
Equity securities35-40%35-40%25-30%30-35%25-30%
Debt securities35-40%20-25%35-40%20-25%
Real estate0-1%0-5%
Other20-25%45-50%25-30%45-50%

10790

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The table below presents the fair values of the defined benefit pension plan assets by level within the fair value hierarchy, as described in Note 3, at December 31, 20142017 and 2013,2016, respectively.
 
Fair value measurements at
December 31, 2014
 TotalLevel 1Level 2Level 3
Asset Category:    
Cash and cash equivalents$4.4
$4.4
$
$
U.S. equity securities16.1
16.1


Non-U.S. equity securities79.2
78.7
0.4
0.1
Debt—government issued36.9
36.3
0.6

Debt—corporate issued55.3
53.0

2.3
Hedge Funds0.2
0.1
0.1

Private market securities63.2
0.1
0.1
63.0
Real estate0.4


0.4
 255.7
$188.7
$1.2
$65.8
Pension trust receivables38.8
   
Total$294.5
   
 Fair value measurements at
 December 31, 2017
 TotalLevel 1Level 2Level 3
Asset Category:    
Cash and cash equivalents$3.7
$3.7
$
$
U.S. equity securities33.3
33.0

0.3
Non-U.S. equity securities76.4
73.4
1.2
1.8
Debt securities—government issued44.6
33.1
7.3
4.2
Debt securities—corporate issued32.8
17.2
13.1
2.5
Private market securities and other141.2
2.7
2.8
135.7
Real estate investments13.5


13.5
Total$345.5
$163.1
$24.4
$158.0
Debt asset backed securities at NAV10.9
   
Hedge funds at NAV8.6
   
 $365.0
   
Fair value measurements at
Fair value measurements at
December 31, 2013
December 31, 2016
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Asset Category:  
Cash and cash equivalents$6.7
$6.7
$
$
$2.8
$2.8
$
$
U.S. equity securities13.6
13.2
0.4

30.7
30.7


Non-U.S. equity securities71.3
70.8
0.5

63.9
63.5
0.3
0.1
Debt—government issued34.4
34.4


60.9
48.0
12.9

Debt—corporate issued52.2
49.3
2.9

38.4
31.0
5.3
2.1
Hedge Funds0.4
0.2
0.2

Private market securities59.5

0.2
59.3
Real estate0.3


0.3
Private market securities and other64.6
0.4
0.1
64.1
Real estate investments11.2


11.2
Total$272.5
$176.4
$18.6
$77.5
Debt asset backed securities at NAV8.8
 
Hedge funds at NAV7.4
 
238.4
$174.6
$4.2
$59.6
$288.7
 
Pension trust receivables42.9
 
Total$281.3
 

108

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


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, real estate investments, and other debt and equity investments. The fair values of our insurance contracts are determined based on the present value of the expected future benefits to be paid under the contract, discounted at a rate consistent with the related benefit obligation. Our real estate.estate investments are primarily comprised of investments in commercial property funds externally valued using third party pricing methodologies, which are not actively traded on public exchanges. 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 tablestable below presentpresents a roll forward of activity for these assets for the years ended December 31, 20142017 and 2013.2016.

91

Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Level 3 assetsLevel 3 assets
Total
Private
market
securities
Debt and Equity
Real
estate
Total
Private
market
securities
Debt and equity
Real
estate investments
Ending balance at December 31, 2012$12.2
$10.5
$
$1.7
Ending balance at December 31, 2015$74.1
$63.3
$2.3
$8.5
Realized (loss)(0.1)

(0.1)



Change in unrealized gain0.2
0.2


1.3
(1.4)(0.1)2.8
Purchases, sales, issues and settlements45.6
46.9

(1.3)2.1
2.2

(0.1)
Transfers in/(out) of Level 31.7
1.7






Ending balance at December 31, 2013$59.6
$59.3
$
$0.3
Ending balance at December 31, 2016$77.5
$64.1
$2.2
$11.2
Realized (loss)







Change in unrealized gain0.2


0.2
9.9
8.3
0.4
1.2
Purchases, sales, issues and settlements6.0
3.7
2.4
(0.1)70.6
63.3
6.2
1.1
Transfers in/(out) of Level 3







Ending balance at December 31, 2014$65.8
$63.0
$2.4
$0.4
Ending balance at December 31, 2017$158.0
$135.7
$8.8
$13.5
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. The expected long-term rate of return on assets was 5.23% for 2014. For 2015,2018, the expected long-term rate of return is 5.21%4.47%.
A significant factor used in estimating future per capita cost of covered healthcare benefits for our retirees and us is the healthcare cost trend rate assumption. The rate used at December 31, 2014 was 5.00% and is assumed to remain at that level thereafter. Increasing the assumed healthcare cost trend rates by one percentage point would result in additional annual costs of approximately $0.1 million. Decreasing the assumed health care cost trend rates by one percentage point would result in a decrease of approximately $0.1 million in annual costs. There is no effect on other long-term employee benefit obligations at December 31, 2014 of a one percentage point increase or decrease in assumed health care cost trend rates.
Anticipated Contributions to Defined Benefit Plan
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, 20142017 we expect to contribute $16.5$16.2 million to our defined benefit plans during 2015. No contributions to our other long-term employee benefit plans are expected during 2015.2018. No plan assets are expected to be returned to the Company in 2015.2018.
Defined Contribution Plans
The Company sponsors defined contribution plans in both its US and non-US 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 as determined by the plan of their regular compensation before taxes. All contributions and Company matches are invested at the direction of the employee. Company matching contributions vest immediately and aggregated $35.9to $45.1 million, $43.3 million and $36.7 million for the Successor yearyears ended December 31, 2014.2017, 2016 and 2015, respectively.

10992

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(11)(10)    STOCK-BASED COMPENSATION
Successor period
During the years ended December 31, 20142017, 2016 and 2013,2015, we recognized $8.0$38.5 million, $41.1 million and $7.4$30.2 million, respectively, in stock-based compensation expense which was allocated tobetween costs of goods sold and selling, general and administrative expenses and research and development expenses.on the consolidated statements of operations. We with respect to stock-based compensation, recognized a tax benefit on stock-based compensation of $2.8$12.1 million, $14.0 million and $2.6$10.7 million and for the years ended December 31, 20142017, 2016 and 2015, respectively.
Included in the $30.2 million of stock-based compensation expense recorded during the year ended December 31, 2015 was $8.2 million of stock-based compensation expense attributable to accelerated vesting of all issued and outstanding stock options issued under the Axalta Coating Systems Bermuda Co., Ltd. 2013 respectively.Equity Incentive Plan (the "2013 Plan"), as a result of the April 2015 Carlyle Offerings which reduced Carlyle's ownership interest in Axalta to below 50%, triggering a liquidity event as defined in the 2013 Plan.
Compensation cost is recorded for the fair values of the awards over the requisite service period of the awards using the graded-vesting attribution method net of forfeitures. We have elected to recognize forfeitures as they occur.
Description of Equity Incentive Plan
In 2013, Axalta’s Board of Directors approved the Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan (the "2013 Plan") which reserved an aggregate of 19,839,143 common shares of the Company for issuance to employees, directors and consultants. The 2013 Plan providesprovided for the issuance of stock options, restricted stock or other stock-based awards. Options and restricted sharesNo further awards may be granted pursuant to the equity incentive plan must be authorized by the Board of Directors of Axalta or a designated committee thereof.2013 Plan.
In 2014, Axalta's Board of Directors approved the Axalta Coating Systems Ltd. 2014 Incentive Award Plan (the "2014" Plan)"2014 Plan") which reserved an aggregate 11,830,000 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. Options and restricted sharesAll awards granted pursuant to the equity incentive plan2014 Plan must be authorized by the Board of Directors of Axalta or a designated committee thereof. No awards have been granted underOur Board of Directors has generally delegated responsibility for administering the 2014 Plan.Plan to our Compensation Committee.
The terms of the options may vary with each grant and are determined by the Compensation Committee within the guidelines of the equity incentive plan. Options currently vest over 4.4 to 5 years,2013 and vesting of a portion of the options could accelerate in the event of certain changes in control.2014 Plans. Option life cannot exceed ten years. In 2013, we granted approximately 4.1 million, 5.7 millionyears and 6.4 million in non-qualified stock options to certain employees with strike prices of $5.92, $8.88 and $11.84 (per share), respectively. During 2014, we granted 1.6 million non-qualified service-based stock options to certain employees and directors with strike prices of $5.92, $7.21, $8.88 and $11.84 per share.the Company may settle option exercises by issuing new shares, treasury shares or shares purchased on the open market.
Stock Options
The Black-Scholes option pricing model was used to estimate fair values of the options as of the date of the grant. The weighted average fair valuevalues of options granted in 20142017, 2016 and 2013 was $1.922015 were $7.69, $5.69 and $1.38$8.15 per share, respectively. Options granted have a three-year vesting period. Principal weighted average assumptions used in applying the Black-Scholes model were as follows:
2014 Grants2013 Grants2017 Grants2016 Grants2015 Grants
Expected Term7.81 years
7.81 years
6.0 years6.0 years
6.0 years
Volatility28.28%28.61%21.75%21.63%22.19%
Dividend Yield




Discount Rate2.21%2.13%2.03%1.45%1.79%
ForThe expected term assumptions used for the 2014 stock awards, we estimated the per share fair value of our common stock using a contemporaneous valuation consistent with the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held Company Equity Securities Issued as Compensation" (the "Practice Aid"). In conducting this valuation, we considered all objective and subjective factors that we believed to be relevant, including our best estimate of our business condition, prospects and operating performance. Within this contemporaneous valuation, a range of factors, assumptions and methodologies were used. The significant factors included:
the fact that we were a private company with illiquid securities;
our historical operating results;
our discounted future cash flows, based on our projected operating results;
valuations of comparable public companies; and
the risk involvedgrants mentioned in the investment, as related to earnings stability, capital structure, competition and market potential.

110

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


For the contemporaneous valuation of our common stock, management estimated, as of the issuance date, our enterprise value on a continuing operations basis, using the income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow ("DCF") methodology based on our financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.
For the DCF methodology, we prepared annual projections of future cash flows through 2018. Beyond 2018, projected cash flows through the terminal yearabove table were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. Our projections of future cash flows were based on our estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated based on market participant assumptions.
For the Guideline Public Company and Guideline Transactions methods, we identified a group of comparable public companies and recent transactions within the chemicals industry. For the comparable companies, we estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure.
For the comparable transactions, we estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. The results of the market approaches corroborated the fair value determined using the income approach.
For the 2013 grants, the market value of the stock was estimated based upon the Acquisition transaction since the Company was not publicly traded at that time and there had been no significant changes in operations since the closing date of February 1, 2013.
To estimate the expected stock option term for the $5.92 and $7.21 stock options referred to above, we used the simplified method as the options were granted at fair value and Axalta, a privately-held company, had no exercise history. Based upon this simplified method the $5.92 and $7.21 per share stock options haveresulted in an expected term of 6.56.0 years. The strike price for the $8.88 per share and $11.84 per share tranches of options exceeded fair value at the grant date which required the use of an estimate of an implicitly longer holding period, resulting in the term of 8.25 years.
We do not anticipate paying cash dividends in the foreseeable future and, therefore, use an expected dividend yield of zero. Volatility for outstanding grants iswas based upon the peer group since the Company was privately-held at the date of grant.had a limited history as a public company. The discount rate was derived from the U.S. Treasury yield curve.
The exercise price and market value per share amounts presented above were as
93

Table of the date the stock options were granted.Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


A summary of stock option award activity as of and for the year ended December 31, 2014 and changes during the year then ended,2017 is presented below:
 Awards (millions)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
 (millions)
Weighted
Average
Remaining
Contractual
Life (years)
Outstanding at January 1, 201416.2
$9.32
  
Granted1.6
$9.62
  
Exercised(0.4)$8.03
  
Forfeited(0.3)$9.32
  
Outstanding at December 31, 201417.1
$9.38
  
Vested and expected to vest at December 31, 201417.1
$9.38
$284.5
8.58
Exercisable at December 31, 20142.9
$9.49
$47.6
8.44
 
Awards
(in millions)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
 (in millions)
Weighted
Average
Remaining
Contractual
Life (years)
Outstanding at December 31, 20169.6
$14.40
  
Granted0.9
$29.56
  
Exercised(2.2)$11.42
  
Forfeited(0.2)$28.29
  
Outstanding at December 31, 20178.1
$16.54
  
Vested and expected to vest at December 31, 20178.1
$16.54
$128.3
6.52
Exercisable at December 31, 20176.3
$13.25
$119.9
5.96

111

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Cash received by the companyCompany upon exercise of options in 20142017 was $3.0$24.8 million. The tax benefit related toTax benefits on these exercises is immaterial. The Company may settle option exercises by issuing new shares, treasury shares or shares purchased on the open market.were $13.1 million. The intrinsic value of options exercised in 20142017, 2016 and 2015 was not material.$42.2 million, $42.5 million and $166.8 million, respectively.
The fair value of shares vested during 20142017, 2016 and 20132015 was $4.5$5.2 million, $3.4 million and $0.0$24.3 million, respectively.
Compensation cost is recorded net of forfeitures. The forfeiture rate assumption is the estimated annual rate at which unvested awards are expected to be forfeited during the vesting period. Periodically, management will assess whether it is necessary to adjust the estimated rate to reflect changes in actual forfeitures or changes in expectations. At December 31, 2014 and 2013, the Company has estimated its annual forfeiture rate at 0% due to its limited history and expectations of forfeitures.
At December 31, 2014,2017, there was $9.7$4.0 million of unrecognized compensation cost relating to outstanding unvested stock options expected to be recognized over the weighted average period of 3.41.3 years.
Restricted Stock Awards and Restricted Stock Units
During the year ended December 31, 2017, we issued 0.8 million shares of restricted stock awards and restricted stock units. A portion of these awards vests ratably over three years. Other awards granted to certain members of management cliff vest over two, three or four year periods and certain of these awards are subject to accelerated vesting in the event of the award recipient's termination of employment under certain circumstances.
A summary of restricted stock and restricted stock unit award activity as of December 31, 2017 is presented below:
 
Awards
(in millions)
Weighted-Average
Fair Value
Outstanding at December 31, 20162.3
$29.18
Granted0.8
$30.10
Vested(1.0)$30.02
Forfeited(0.2)$27.21
Outstanding at December 31, 20171.9
$29.32
At December 31, 2017, there was $18.2 million of unamortized expense relating to unvested restricted stock awards and restricted stock units that is expected to be amortized over a weighted average period of 1.5 years. Compensation expense is recognized for the fair values of the stock optionsawards over the requisite service period of the awards using the graded-vesting attribution method.
Predecessor periods
DuPont maintained certain stock-based compensation plans for the benefitThe intrinsic value of certain of its officers, directors’awards vested during 2017 and employees, including, prior to the Acquisition, certain DPC employees. DPC recognized stock-based compensation within the combined statement of operations based upon fair values.2016 was $30.1 million and $5.5 million, respectively. The total fair value of awards granted totaled $2.0vested during 2017 and 2016 was $29.4 million forand $6.2 million, respectively. No shares vested prior to 2016.
Performance Stock Awards and Performance Share Units
During the Predecessor year ended December 31, 2012.
Total stock-based compensation expense included in2017, the combined statement of operations was $0.1 millionCompany granted performance stock awards and $0.5 million for the Predecessor period from January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012, respectively.
(12)    RELATED PARTY TRANSACTIONS
Carlyle Group L.P. and its affiliates ("Carlyle")
We entered into a consulting agreement with Carlyle Investment Management L.L.C. ("Carlyle Investment"), an affiliate of Carlyle pursuantperformance share units (collectively referred to which Carlyle Investment provides certain consulting services to Axalta. Under this agreement, subjectas "PSUs") to certain conditions, we were required to pay an annual consulting fee to Carlyle Investment of $3.0 million payable in equal quarterly installments and reimburse Carlyle Investment for out-pocket expenses incurred in providing the consulting services. During the Successor year ended December 31, 2014, we recorded expense of $3.2 million in regular monthly management fees and out of pocket costs as well as a $13.4 million pre-tax charge related to the terminationemployees of the agreement upon completionCompany as part of the IPO.their annual equity compensation award.
During the Successor year ended December 31, 2013, we recorded expense of $3.1 million related to this consulting agreement. In addition, Carlyle Investment received a one-time fee of $35.0 million upon effectiveness of the Acquisition for services rendered in connection with the Acquisition and related acquisition financing. Of this amount, $21.0 million was recorded as merger and acquisition expenses in the Successor year ended December 31, 2013, and $14.0 million was recorded as a component of deferred financing costs, which is amortized to interest expense.
Service King Collision Repair
Service King Collision Repair, a portfolio company of funds affiliated with Carlyle, has purchased products from our distributors in the past and may continue to do so in the future. During the third quarter 2014, Carlyle sold their majority interest in Service King Collision Repair, thus making the entity no longer a related party. Related party sales prior to this transaction were $4.0 million and $2.0 million for the Successor years ended December 31, 2014 and 2013, respectively. During the Predecessor period from January 1, 2013 through January 31, 2013 sales to Service King Collision Repair were immaterial.

11294

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


OtherPSUs are tied to the Company’s total shareholder return ("TSR") relative to the TSR of a selected industry peer group. Each award vests over a three-year service period and covers a three-year performance cycle starting at the beginning of the fiscal year in which the shares were granted.  Awards will cliff vest upon meeting the applicable TSR thresholds and the three-year service requirement. The actual number of shares awarded is adjusted to between zero and 200% of the target award amount based upon achievement of pre-determined objectives. TSR relative to peers is considered a market condition under applicable authoritative guidance. 
A directorsummary of performance stock and performance share unit award activity as of December 31, 2017 is presented below:
 
Awards
(in millions)
Weighted-Average
Fair Value
Outstanding at December 31, 20160.3
$27.74
Granted0.3
$38.11
Vested
$
Forfeited
$
Outstanding at December 31, 20170.6
$31.17
At December 31, 2017, there was $11.3 million of unamortized expense relating to unvested PSUs that is expected to be amortized over a weighted average period of 1.9 years. Compensation expense is recognized for the fair values of the Company isawards over the Chairman and Chief Executive Officer of an international management consulting firm focused on the automotive and industrial sectors. In connection with the Acquisition, we incurred consulting fees and expenses from the consulting firm of approximately $2.1 million, of which $0.1 million was incurred in the Successor year ended December 31, 2013 and the remainder was incurred in the Successorrequisite service period from August 24, 2012 through December 31, 2012. As part of the compensation forawards using the consulting services, we granted the consulting firm a stock option award to purchase up to 352,143 of our common shares which had a fair value of approximately $0.5 million.graded-vesting attribution method.
(13)(11)    OTHER EXPENSE, NET
 SuccessorPredecessor
 Year Ended December 31,
Period from
August 24,
2012 through
December 31,
Period from
January 1, 2013
through
January 31,
Year Ended
December 31,
 20142013201220132012
Exchange losses, net$81.2
$48.9
$
$4.5
$17.7
Management fees and expenses16.6
3.1



Other17.2
(3.5)
0.5
(1.4)
Total$115.0
$48.5
$
$5.0
$16.3
 Year Ended December 31,
 201720162015
Foreign exchange losses, net$7.4
$30.6
$93.7
Impairments7.6
10.5
30.6
Debt extinguishment and refinancing related costs13.4
97.6
2.5
Other miscellaneous expense (income), net(2.7)4.0
(15.6)
Total$25.7
$142.7
$111.2
Our net foreignVenezuelan subsidiary, which is a U.S. dollar functional entity, contributed to these exchange losses for all periods leading up to the deconsolidation of the entity during the year ended December 31, 2017. The losses for the years ended December 31, 2017, 2016 and 2015 were $1.8 million, $23.5 million and $51.5 million, respectively.
Debt extinguishment and refinancing related costs incurred during the year ended December 31, 2017 include third-party fees incurred in conjunction with the refinancing of the 2023 Dollar Term Loans. Debt extinguishment and refinancing related costs incurred during the year ended December 31, 2016 include redemption premiums on our 2021 Dollar Senior Notes and 2021 Euro Senior Notes as well as the unamortized (or pro-rata unamortized) deferred financing costs and original issue discounts associated with the debt extinguishment. See Note 20 for further information surrounding these debt-related transactions.
Other miscellaneous expense (income), net included a gain for the year ended December 31, 2014 and 2013 consisted of remeasurement losses primarily related to intercompany transactions denominated in currencies different2015 resulting from the functional currencyacquisition of an additional 25% interest in an equity method investee for a purchase price of $4.3 million. As a result of the relevant subsidiary partially offset by gainsacquisition, we obtained a controlling interest and recognized a gain of $5.4 million on the remeasurement of our Euro borrowings and our Venezuela operations, as discussed below.
Based on changes to the Venezuelan currency exchange rate mechanisms in 2014 and our participation in Venezuela’s Complementary System of Foreign Currency Administration (SICAD I) auction process during the year ended December 31, 2014, we changed the exchange rate we used to remeasure our Venezuelan subsidiary’s financial statements into U.S. dollars. The exchange rate was determined by such auction process, which was 12.0 to 1previously held equity interest as of December 31, 2014 compared to the historical indexed rate of 6.3 to 1. We determined that the exchange rate of 12.0 to 1 was appropriate given trendsacquisition date. Also included in the SICAD 1 auction process. Further, we also believe the equity of our Venezuelan subsidiary would be realized through a dividend utilizing the auction process through SICAD I. The devaluations of the exchange rates resulted inother miscellaneous expense (income), net gains of $17.0 million for the year ended December 31, 2014 primarily due2015 was the recognition of a $5.6 million gain on certain foreign currency forward contracts compared to our Venezuelan operations being in a net monetary liability position.
In February 2015, the Venezuelan government enacted additional changes to its foreign exchange regime. The changes maintain a three-tiered system, including the Official Rate determined by CENCOEX, which remains at 6.3 to 1,losses of $0.2 million and the SICAD I auction market which continued to trade at 12.0 to 1. The SICAD II market has been eliminated and a new, alternative currency market, the Marginal Foreign Exchange System ("SIMADI"), has been created with a floating exchange rate generally based on supply and demand. An initial exchange rate$4.3 million for the SIMADI market was established at approximately 170.0 to 1.
Atyears ended December 31, 2014, our Venezuelan subsidiary was in a net monetary liability position of $9.1 million2017 and had non-U.S. Dollar denominated net non-monetary assets of $150.9 million. We continue to assess the impact, if any, of these changes as the government of Venezuela issues regulations to implement them, but at this time it is unclear based on the current governmental policies, when considered with the foreign exchange process and other circumstances in Venezuela, whether these events will have any financial impact on the operations of our Venezuelan subsidiary.2016, respectively.

11395

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(14)(12)    INCOME TAXES
On December 22, 2017, the U.S. TCJA legislation, as defined herein, was enacted into law, which significantly revises the Internal Revenue Code of 1986, as amended. The U.S. TCJA includes, among other items, (1) permanent reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%; (2) limitations on the tax deduction for net interest expense to 30% of adjusted earnings; (3) a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (4) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base); and (5) modifying or repealing many other business deductions and credits (including modifications to annual foreign tax credit limitations).
We have assessed the impacts of the changes from the U.S. TCJA and recorded a provisional non-cash net tax charge of $107.8 million as of December 31, 2017. This provisional tax charge includes a one-time $81.1 million remeasurement of the net U.S. deferred tax assets to the lower enacted U.S. corporate tax rate of 21% and establishment of a valuation allowance of $26.1 million on certain interest and foreign tax credit carryforwards as a result of other provisions in the U.S. TCJA effective January 1, 2018. We intend to maintain this valuation allowance unless further regulatory guidance provides sufficient positive evidence to support the realizability of the deferred tax assets. Additionally, we recorded $0.6 million of withholding tax on unremitted earnings due to the implementation of the territorial tax system. At present, we do not estimate any material impacts from the repatriation tax. While we have completed our provisional analysis of the income tax effects of the U.S. TCJA, the related tax charge may differ, possibly materially, due to further refinement of our calculations, changes in interpretations and assumptions that we have made, additional guidance that may be issued by regulatory bodies, and actions and related accounting policy decisions we may take as a result of the new legislation. We will complete our analysis over the one-year measurement period from the enactment of the law as provided for by SAB 118, and any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. 
Domestic and Foreign Components of Income (Loss) Before Income Taxes
SuccessorPredecessor
Year Ended December 31,
Period from
August 24,
2012 through
December 31,
Period from
January 1, 2013
through
January 31,
Year Ended
December 31,
Year Ended December 31,
20142013201220132012201720162015
Domestic$(8.8)$(153.8)$
$(1.5)$82.8
$41.8
$27.9
$(22.5)
Foreign45.6
(109.9)(29.0)17.1
310.2
147.8
54.8
180.4
Total$36.8
$(263.7)$(29.0)$15.6
$393.0
$189.6
$82.7
$157.9
Provision (Benefit) for Income Taxes
SuccessorYear Ended December 31, 2017Year Ended December 31, 2016Year Ended December 31, 2015
Year Ended December 31, 2014Year Ended December 31, 2013
Period from August 24,
2012 through December 31, 2012
Current  Deferred  Total  Current  Deferred  Total  Current  Deferred  Total  
Current  Deferred  Total  Current  Deferred  Total  Current  Deferred  Total  
U.S. Federal$
$(2.1)$(2.1)$
$(43.7)$(43.7)$
$
$
State2.0
(2.9)(0.9)2.3
(2.5)(0.2)


U.S. federal$4.6
$102.8
$107.4
$0.9
$(1.3)$(0.4)$
$17.8
$17.8
U.S. state and local1.7
0.4
2.1
3.7
8.2
11.9
3.1
8.5
11.6
Foreign38.3
(33.2)5.1
73.7
(74.6)(0.9)


43.9
(11.5)32.4
49.4
(22.8)26.6
65.2
(32.5)32.7
Total$40.3
$(38.2)$2.1
$76.0
$(120.8)$(44.8)$
$
$
$50.2
$91.7
$141.9
$54.0
$(15.9)$38.1
$68.3
$(6.2)$62.1

 Predecessor
 Period from January 1,2013 through January 31, 2013Year Ended December 31, 2012
 CurrentDeferredTotalCurrentDeferredTotal
U.S. Federal$(8.8)$7.0
$(1.8)$30.9
$(4.5)$26.4
State0.1
(0.2)(0.1)6.6
(0.4)6.2
Foreign6.7
2.3
9.0
98.6
14.0
112.6
Total$(2.0)$9.1
$7.1
$136.1
$9.1
$145.2

11496

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Reconciliation to USU.S. Statutory Rate
SuccessorPredecessorYear Ended December 31, 2017Year Ended December 31, 2016Year Ended December 31, 2015
Year Ended December 31, 2014Year Ended December 31, 2013
Period from
August 24,
2012 through
December 31,
2012
Period from
January 1
2013 through
January 31,
2013
Year Ended
December 31,
2012
Statutory U.S. federal income tax / rate(1)
$12.9
35.0 %$(92.3)35.0 %$(10.1)35.0 %$5.5
35.0 %$137.6
35.0 %
Statutory U.S. federal income tax rate (1)
$66.4
35.0 %$29.0
35.0 %$55.2
35.0 %
Foreign income taxed at rates other than 35%(46.7)(127.0)(36.6)13.9
10.1
(35.0)1.0
6.6
(10.9)(2.8)(56.2)(29.6)(45.6)(55.1)(41.4)(26.2)
Changes in valuation allowances44.4
120.9
55.0
(20.9)

1.4
8.9
9.8
2.5
45.3
23.9
9.6
11.6
34.4
21.8
Foreign exchange (gain) loss8.7
23.7
8.7
(3.3)

0.5
3.1
4.7
1.2
Unrecognized tax benefits(2)
(44.0)(119.7)35.1
(13.2)





Withholding taxes, net(0.3)(0.8)8.3
(3.2)





Foreign exchange gain (loss), net(17.7)(9.3)3.1
3.7
(10.5)(6.6)
Unrecognized tax benefits3.1
1.6
7.1
8.6
0.4
0.3
Foreign taxes4.1
2.2
4.5
5.4
5.8
3.7
Non-deductible interest15.4
41.9
6.4
(2.4)





9.8
5.2
6.7
8.1
4.9
3.1
Non-deductible expenses14.2
38.6
19.4
(7.4)





4.6
2.4
4.7
5.7
5.5
3.5
Tax credits(3.6)(9.8)(1.0)0.4






(4.2)(2.2)(6.7)(8.1)(5.5)(3.5)
Capital loss(3)


(46.7)17.7






Excess tax benefits relating to share-based compensation(13.1)(6.9)(13.4)(16.2)

Venezuela deconsolidation and impairment(2.0)(1.1)23.8
28.8
10.7
6.8
U.S. state and local taxes, net1.3
0.7
7.8
9.4
8.1
5.1
U.S. tax reform (2)
107.8
56.9




Other - net1.1
2.9
(1.1)0.4


(1.3)(8.0)4.0
1.1
(7.3)(4.0)7.5
9.2
(5.5)(3.7)
Total income tax (benefit)/ effective tax rate$2.1
5.7 %$(44.8)17.0 %$

$7.1
45.6 %$145.2
37.0 %
Total income tax provision / effective tax rate$141.9
74.8 %$38.1
46.1 %$62.1
39.3 %
(1)The U.S. statutory rate has been used as management believes it is more meaningful to the Company.
(2)Within this amount,Provisional net tax effect of the Company released and recorded an unrecognized tax benefit of $21.1 million related to non-deductible interest and debt acquisition costs in 2014 and 2013. These adjustments were fully offset by changes in the valuation allowance.U.S. TCJA.
(3)In 2013, the Company recognized a tax benefit of $46.7 million related to a capital loss, which is fully offset by a $46.7 million increase to the valuation allowance.

115
Deferred Tax BalancesYear Ended December 31,
 20172016
Deferred tax asset  
Tax loss, credit and interest carryforwards$265.3
$263.7
Goodwill and intangibles
48.1
Compensation and employee benefits86.0
92.8
Accruals and other reserves33.9
40.0
Research and development capitalization8.9
15.7
Equity investment and other securities26.4
(0.7)
Other10.9
16.4
Total deferred tax assets431.4
476.0
Less: Valuation allowance(214.2)(135.4)
Net deferred tax assets217.2
340.6
Deferred tax liabilities  
Goodwill and intangibles(15.2)
Property, plant and equipment(146.9)(168.4)
Unremitted earnings(7.4)(5.8)
Long-term debt(2.2)(4.2)
Total deferred tax liabilities(171.7)(178.4)
Net deferred tax asset$45.5
$162.2
Non-current assets198.4
322.4
Non-current liability(152.9)(160.2)
Net deferred tax asset$45.5
$162.2

97

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Deferred Tax BalancesSuccessor
 Year Ended December 31,
 20142013
Deferred tax asset  
Tax loss and credit carryforwards$185.6
$111.7
Goodwill and intangibles90.8
89.4
Compensation & employee benefits92.4
79.1
Accruals & other reserves58.0
40.5
Interest expense13.4
8.6
Total deferred tax assets440.2
329.3
Less: Valuation allowance(101.9)(63.4)
Net, deferred tax assets338.3
265.9
Deferred tax liabilities  
Inventory(3.0)(1.3)
Property, Plant & Equipment(215.0)(218.5)
Accounts Receivable & Other Assets(2.5)(8.4)
Equity Investment & Other Securities(2.2)(5.8)
Unremitted earnings(8.5)(15.9)
Long-Term Debt(8.1)
Total deferred tax liabilities(239.3)(249.9)
Net deferred tax asset/(liability)$99.0
$16.0
   
Current asset$64.5
$30.0
Current liability(7.3)(5.5)
Non-current assets250.0
271.9
Non-current liability(208.2)(280.4)
Net deferred tax asset$99.0
$16.0
At December 31, 2014,2017, the Company had $118.3$176.4 million of net operating and capital loss carryforwards (tax effected) in certain non-U.S. jurisdictions, net of uncertain tax positions. Of these, $78.2$84.9 million have indefinite carryforward periods, and the remaining $40.1$91.5 million are subject to expiration between the years 20192020 through 2026. Non-U.S. tax credit carryforwards at December 31, 2017 amounted to $1.8 million. Of these, $1.5 million have indefinite carryforward period, and the remaining are subject to expiration between the years 2020 and 2022.
In the U.S., there were approximately $53.2$37.2 million of federal net operating loss carryforwards (tax effected) subject to expiration in years beyond 2032, and $2.7 million of state net operating loss carryforwards (tax effected) subject to expiration between the years 2018 and 2037. U.S. tax credit carryforwards at December 31, 2017 amounted to $34.8 million subject to expiration between the years 2019 and 2037. U.S. interest carryforwards at December 31, 2017 of $12.4 million have an indefinite carryforward period. Utilization of our U.S. net operating loss and tax credit carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.
At December 31, 2016, the Company had $152.8 million of net operating loss carryforwards (tax effected) in certain non-U.S. jurisdictions, net of uncertain tax positions. Of these, $63.2 million have indefinite carryforward periods, and the remaining $89.6 million are subject to expiration between the years 2018 through 2026. Non-U.S. tax credit carryforwards at December 31, 2016 amounted to $1.9 million. Of these, $1.8 million have indefinite carryforward period, and the remaining are subject to expiration between the years 2018 and 2021.
In the U.S., there were approximately $62.8 million of federal net operating loss carryforwards (tax effected) subject to expiration in years beyond 2032, and $2.5 million of state net operating loss carryforwards (tax effected) subject to expiration between the years 2018 and 2034. Tax2036. U.S. tax credit carryforwards at December 31, 20142016 amounted to $11.6$26.0 million of which $0.6 million is subject to expiration in 2016. The remaining tax credit carryforwards expire between the years 2018 and 2034.
At December 31, 2013, the Company had $83.1 million of net operating and capital loss carryforwards (tax effected) in certain non-U.S. jurisdictions, net of uncertain tax positions. Of these, $53.2 million have indefinite carryforward periods, and the remaining $29.9 million are subject to expiration between the years 2018 through 2023. In the U.S., there were approximately $24.3 million of federal net operating loss carryforwards (tax effected) subject to expirations in years beyond 2032, and $0.6 million of state net operating loss carryforwards (tax effected) subject to expiration between the years 2019 and 2034. Tax credit2036. U.S. interest carryforwards at December 31, 2013, amounted2015 of $17.7 million have an indefinite carryforward period. Utilization of our U.S. net operating loss and tax credit carryforwards may be subject to $3.7annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.
Valuation allowances relate primarily to the increase in tax loss carryforwards and 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. Of the $214.2 million valuation allowance at December 31, 2017, $188.1 million pertains to certain non-U.S. jurisdictions. A significant portion of the non-U.S. valuation allowance balance relates to the Company’s operations in Luxembourg and the Netherlands, which amount to $155.7 million and $113.8 million for years ended December 31, 2017 and December 31, 2016, respectively. In the Netherlands, the Company’s tax loss carryforwards have a nine-year carryforward period and are subject to expiration between years 2022 through 2026. In Luxembourg, the years 2023 through 2033.
The Company had valuation allowances that primarily related to the realization of recorded tax benefits onCompany’s tax loss carryforwards from operationshave an indefinite carryforward period.
The remaining $26.1 million valuation allowance relates to certain U.S. interest and foreign tax credit carryforwards that were impacted by the enactment of the U.S. TCJA and discussed in Austria, Luxembourg, Netherlands and the United Kingdom atmore detail above.
Total Gross Unrecognized Tax Benefits
 Year Ended December 31,
 201720162015
Balance at January 1$12.3
$4.7
$5.3
Increases related to positions taken on items from prior years1.9


Decreases related to positions taken on items from prior years
(0.2)(0.6)
Increases related to positions taken in the current year3.0
7.8

Balance at December 31$17.2
$12.3
$4.7
At December 31, 20142017, 2016 and 20132015, the total amount of $101.9gross unrecognized tax benefits was $17.2 million, $12.3 million and $63.4$4.7 million, of which $9.7 million, $8.5 million and $4.7 million would impact the effective tax rate, if recognized, respectively.

11698

Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The Company has determined that the unremitted earnings of our subsidiaries will not be permanently reinvested, and accordingly, has provided a deferred tax liability at December 31, 2014 and 2013 of $8.5 million and $15.9 million, respectively. The Company has included in the current income tax provision a total benefit of $4.7 million, of which $1.5 million relates to subsidiary earnings and $3.2 million relates to the benefit of reduced withholding tax rates on prior year earnings.
Total Gross Unrecognized Tax Benefits
 SuccessorPredecessor
 Year Ended December 31,
Period from
January 1
2013 through
January 31,
Period from
January 1
2013 through
January 31,
Year Ended
December 31,
 20142013201320132012
Balance at January 1$38.9
$
$
$
$
Increases related to acquisition
11.3



Increases related to positions taken on items from prior years




Decreases related to positions taken on items from prior years(33.6)



Increases related to positions taken in the current year
27.6



Settlement of uncertain tax positions with tax authorities




Decreases due to expiration of statutes of limitations




Balance at December 31$5.3
$38.9
$
$
$
At December 31, 2014, the total amount of gross unrecognized tax benefits was $5.3 million ($38.9 million at December 31, 2013), of which $5.3 million would impact the effective tax rate, if recognized ($17.8 million at December 31, 2013).
Interest and penalties associated with gross unrecognized tax benefits are included as components of the "Provision (benefit) for income taxes," and totaled $6.8an income tax expense of $0.1 million, $0.3 million and $0.4 million in 20142017, 2016 and a charge of $7.4 million in 2013.2015, respectively. Accrued interest and penalties are included within the related tax liability line in the balance sheet. The Company’s accrual for interest and penalties at December 31, 20142017, 2016 and 20132015 was $0.3$1.2 million, $1.1 million and $7.1$0.7 million, respectively.
During 2014, resolution on two separate tax matters resulted in the adjustment of gross unrecognized tax benefits. In April 2014, documentation was secured to support tax deductions related to pre-acquisition activities. Additionally, in December 2014, the Company received affirmative guidance with respect to the treatment of certain 2013 charges. As a result, the Company believes it is more likely than not to sustain the position and adjusted the unrecognized tax benefits related to these matters, resulting in a tax benefit of $31.0 million (offset by an unfavorable change in the valuation allowance of $21.1 million).
The Company is subject to income tax in approximately 4047 jurisdictions outside the U.S. The Company’s significant operations outside the U.S. are located in Belgium, China, Germany Mexico, and United Kingdom.Mexico. The statute of limitations varies by jurisdiction with 20062007 being the oldest tax year still open in the material jurisdictions. The Company is currently under audit in certain jurisdictions for tax years under responsibility of the predecessor, as well as tax periods under the Company's ownership. Pursuant to the acquisition agreement, all tax liabilities related to tax years prior to 2013 acquisition will be indemnified by DuPont.
As of December 31, 20142017, 2016 and 2013,2015, we had gross unrecognized tax benefits of $5.6$18.4 million, $13.4 million and $46.1$5.4 million, respectively, including interest and penalties. Due to the high degree of uncertainty regarding future timing of cash flows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities.

117

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(15)    EARNINGS(13)    NET INCOME PER COMMON SHARE
Basic earningsnet 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 earningsnet income per common share includes the effect of potential dilution from the hypothetical exercise of outstanding stock options. Potentially dilutive securities have been excluded in the weighted average numberoptions and vesting of commonrestricted shares used for the calculation of earnings per share in periods of net loss because the effect of such securities would be anti-dilutive.and performance shares. A reconciliation of the Company’sour basic and diluted earningsnet income per common share is as follows (in millions, except earnings per share):follows:
 Successor
 Year Ended December 31,
Period from
August 24, 2012
through
December 31,
2012
(In millions, except per share data)201420132012
Net income (loss) attributable to Axalta$27.4
$(224.9)$(29.0)
Pre-Acquisition net loss attributable to Axalta
(3.9)(29.0)
Net income (loss) to common shareholders (1)
$27.4
$(221.0)$
Basic and diluted weighted average shares outstanding (1)
229.3
228.3

Diluted weighted average shares outstanding230.3
228.3

Earnings per Common Share:   
Basic net income (loss) per share$0.12
$(0.97)$
Diluted net income (loss) per share$0.12
$(0.97)$
 Year Ended December 31,
(In millions, except per share data)201720162015
Net income to common shareholders$36.7
$38.8
$91.6
Basic weighted average shares outstanding240.4
238.1
233.8
Diluted weighted average shares outstanding246.1
244.4
239.7
Net income per common share:   
Basic net income per share$0.15
$0.16
$0.39
Diluted net income per share$0.15
$0.16
$0.38
(1)As of February 1, 2013, the date of the Acquisition, the Company received the initial Equity Contribution of $1,350.0 million. Accordingly, the net loss to common shareholders and the weighted average shares outstanding calculation is based on the period from February 1, 2013 to December 31, 2013.
The number of anti-dilutive shares (stock options) that have been excluded in the computation of diluted earningsnet income per share for the Successor years ended December 31, 20142017, 2016 and 20132015 were 7.21.8 million, 1.3 million and 16.30.7 million, respectively. There were no anti-dilutive shares for the Successor period ending December 31, 2012.
Basic and diluted weighted average shares outstanding have been adjusted to reflect the Company’s 100,000 for 1 stock split which occurred in July 2013, and the Company’s 1.69 for 1 stock split which occurred in October 2014.
(16)(14)    ACCOUNTS AND NOTES RECEIVABLE, NET
Successor
Year Ended December 31,Year Ended December 31,
2014201320172016
Accounts receivable—trade, net$638.3
$637.5
$748.2
$640.4
Notes receivable45.5
44.7
29.4
68.7
Other136.6
183.7
92.6
92.8
Total$820.4
$865.9
$870.2
$801.9
Accounts and notes receivable are carried at amounts that approximate fair value. Accounts receivable—trade, net are net of allowances of $9.9$15.9 million and $6.5$13.7 million at December 31, 20142017 and 2013,2016, respectively. Bad debt expense was $5.1$3.5 million, $3.4 million and $5.4$4.9 million for the Successor years ended December 31, 20142017, 2016 and 2013, respectively, $0.2 million for the Predecessor period from January 1, 2013 through January 31, 2013 and $5.0 million for the Predecessor year ended December 31, 2012.2015, respectively.

11899

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(17)(15)    INVENTORIES
Successor
Year Ended December 31,Year Ended December 31,
2014201320172016
Finished products$323.7
$329.3
$347.5
$315.2
Semi-finished products81.3
90.2
95.5
87.5
Raw materials and supplies133.3
130.7
165.6
127.0
Total$538.3
$550.2
$608.6
$529.7
Stores and supplies inventories of $20.9$20.8 million and $21.2$20.2 million at December 31, 20142017 and December 31, 20132016, respectively, were valued under the weighted average cost method.
(18)(16) PROPERTY, PLANT AND EQUIPMENT, NET
Depreciation expense amounted to $176.6 million, $176.6176.8 million aandnd $174.3 $169.1 million for the Successor years ended December 31, 20142017, 2016 and 2013,2015, respectively. Depreciation expense amounted to $7.2 million for the Predecessor period from January 1, 2013 through January 31, 2013 and $82.9 million for the Predecessor year ended December 31, 2012.
 Successor
 Year Ended December 31, Year Ended December 31,
Useful Lives (years)20142013Useful Lives (years)20172016
Land $90.5
$99.9
 $87.6
$85.2
Buildings and improvements5-25418.4
430.7
5-25516.3
454.0
Machinery and equipment3-251,060.1
1,087.0
3-251,244.0
1,087.5
Software5-7122.1
42.4
5-7155.3
139.7
Other3-2029.1
26.3
3-2041.7
35.6
Construction in progress 138.0
119.9
 148.7
131.0
Total 1,858.2
1,806.2
 2,193.6
1,933.0
Accumulated depreciation (344.1)(183.6) (805.0)(617.3)
Property, plant, and equipment, net $1,514.1
$1,622.6
Property, plant and equipment, net $1,388.6
$1,315.7

(19)(17)    OTHER ASSETS
Successor
Year Ended December 31,Year Ended December 31,
2014201320172016
Available for sale securities$4.5
$4.9
$5.2
$4.4
Deferred income taxes—non-current250.0
271.9
198.4
322.4
Other219.2
218.3
Other assets225.0
209.3
Total$473.7
$495.1
$428.6
$536.1

(18)    ACCOUNTS PAYABLE
119
 Year Ended December 31,
 20172016
Trade payables$510.7
$429.5
Non-income taxes27.0
27.2
Other17.2
17.5
Total$554.9
$474.2

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(20)    ACCOUNTS PAYABLE
 Successor
 Year Ended December 31,
 20142013
Trade payables$463.6
$428.8
Non-income taxes21.4
40.5
Other9.5
9.2
Total$494.5
$478.5
(21)(19)    OTHER ACCRUED LIABILITIES
Successor
Year Ended December 31,Year Ended December 31,
2014201320172016
Compensation and other employee-related costs$153.0
$168.0
$153.3
$145.8
Current portion of long-term employee benefit plans12.4
13.3
12.0
10.1
Restructuring48.5
98.4
71.5
66.1
Discounts, rebates, and warranties68.6
65.0
138.8
119.8
Income taxes payable20.8
25.1
22.2
23.3
Derivative liabilities1.5
1.2
3.3
1.3
Other100.0
101.7
88.5
73.6
Total$404.8
$472.7
$489.6
$440.0
(22)(20)    BORROWINGS
Borrowings are summarized as follows:
 Successor
 Year Ended December 31,
 20142013
Dollar Term Loan$2,165.5
$2,282.8
Euro Term Loan481.0
547.7
Dollar Senior Notes750.0
750.0
Euro Senior Notes305.3
344.9
Short-term borrowings12.2
18.2
Other borrowings0.7

Unamortized original issue discount(18.3)(22.7)
 $3,696.4
$3,920.9
Less:  
Short term borrowings$12.2
$18.2
Current portion of long-term borrowings27.9
28.5
Long-term debt$3,656.3
$3,874.2

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 Year Ended December 31,
 20172016
2024 Dollar Term Loans$1,960.0
$
2023 Dollar Term Loans
1,545.0
2023 Euro Term Loans472.5
417.6
2024 Dollar Senior Notes500.0
500.0
2024 Euro Senior Notes399.7
349.7
2025 Euro Senior Notes536.9
469.8
Short-term and other borrowings94.8
39.8
Unamortized original issue discount(9.1)(10.0)
Unamortized deferred financing costs(39.2)(48.0)
 $3,915.6
$3,263.9
Less:  
Short-term borrowings$12.9
$8.3
Current portion of long-term borrowings24.8
19.6
Long-term debt$3,877.9
$3,236.0
Notes to Consolidated (Successor) and Combined (Predecessor)Senior Secured Credit Facilities, as amended
Financial Statements
(In millions, unless otherwise noted)


(a)Senior Secured Credit Facilities, as amended
On February 3, 2014 (the "Second Amendment Effective Date"), Axalta Coating Systems Dutch B B.V. ("Dutch B B.V."), as "Dutch Borrower", and its indirect wholly-owned subsidiary, Axalta Coating Systems U.S. Holdings Inc. ("Axalta US Holdings"), as "US"U.S. Borrower", executed the second amendment to the Senior Secured Credit Facilities (the "Amendment""Second Amendment"). The Second Amendment (i) converted all of the outstanding Dollar Term Loans ($2,282.8 million) into a new class of term loans (the "New"2020 Dollar Term Loans"), and (ii) converted all of the outstanding Euro Term Loans (€397.0 million) into a new class of term loans (the "New"2020 Euro Term Loans" and, together with the 2020 Dollar Term Loans, the "2020 Term Loans").
On December 15, 2016 (the "Fourth Amendment Effective Date"), Dutch B B.V. and Axalta US Holdings executed the fourth amendment to the Senior Secured Credit Facilities (the "Fourth Amendment"). The NewFourth Amendment (i) converted all of the outstanding 2020 Dollar Term Loans ($1,775.3 million) into a new tranche of term loans issued at par with principal of $1,545.0 million (the "2023 Dollar Term Loans"), (ii) converted all of the outstanding 2020 Euro Term Loans (€199.0 million) into a new tranche of term loans issued at par with principal of €400.0 million (the "2023 Euro Term Loans" and, together with the 2023 Dollar Term Loans, the "2023 Term Loans").

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(In millions, unless otherwise noted)


On June 1, 2017 (the "Fifth Amendment Effective Date"), Dutch B B.V. and Axalta US Holdings executed the fifth amendment to the Credit Agreement (the "Fifth Amendment"). The Fifth Amendment converted all of the outstanding 2023 Dollar Term Loans ($1,541.1 million) into a new tranche of term loans with principal of $2,000.0 million (the "2024 Dollar Term Loans", together with the 2023 Euro Term Loans, the "Current Terms Loans", and with the Revolving Credit Facility, as defined herein, the "Senior Secured Credit Facilities"). The 2024 Dollar Term Loans were issued at 99.875% of par, or a $2.5 million discount.
Interest was and is payable quarterly on both the 2023 Term Loans and Current Term Loans.
The 2024 Dollar Term Loans are subject to a floor of 1.00%,zero plus an applicable rate after the Amendment Effective Date. The applicable rate for such New Dollar Term Loans is 3.00%of 2.00% per annum for Eurocurrency Rate Loans as defined in the credit agreement governing the Senior Secured Credit Facilities (the "Credit Agreement") and 2.00%1.00% per annum for Base Rate Loans as defined in the credit agreement governingCredit Agreement.
Prior to the Senior SecuredFifth Amendment, interest on the 2023 Dollar Term Loans was subject to a floor of 0.75%, plus an applicable rate after the Fourth Amendment Effective Date. The applicable rate for such 2023 Dollar Term Loans was 2.50% per annum for Eurocurrency Rate Loans as defined in the Credit Facilities.Agreement and 1.50% per annum for Base Rate Loans as defined in the Credit Agreement. The 2023 Euro Term Loans are also subject to a floor of 0.75%, plus an applicable rate after the Fourth Amendment Effective Date. The applicable rate for such New Euro Term Loans is 2.25% per annum for Eurocurrency Rate Loans. The 2023 Euro Term Loans may not be Base Rate Loans.
Prior to the Fourth Amendment, interest on the 2020 Dollar Term Loans was subject to a floor of 1.00%, plus an applicable rate after the Second Amendment Effective Date. The applicable rate for such 2020 Dollar Term Loans was 3.00% per annum for Eurocurrency Rate Loans and 2.00% per annum for Base Rate Loans. The 2020 Euro Term Loans were also subject to a floor of 1.00%, plus an applicable rate. The applicable rate for such 2020 Euro Term Loans was 3.25% per annum for Eurocurrency Rate Loans. The 2020 Euro Term Loans were not to be Base Rate Loans. The applicable rate for both Eurocurrency Rate Loans as well as Base Rate Loans iswas subject to a further 25 basis point reduction if the Total Net Leverage Ratio as defined in the credit agreementCredit Agreement governing the Senior Secured Credit Facilities is less than or equal to 4.50:1.00. The New Euro Term Loans are also subject to a floor of 1.00%, plus an applicable rate after the Amendment Effective Date. The applicable rate for such New Euro Term Loans is 3.25% per annum for Eurocurrency Rate Loans. New Euro Term Loans may not be Base Rate Loans. The applicable rate is subject to a further 25 basis point reduction if the Total Net Leverage Ratio is less than or equal to 4.50:1.00. During the third quarter of 2014, our Total Net Leverage Ratio was confirmed to be less than 4.50:1.00. Concurrently,Consequently, the applicable rates were changed to 2.75% for the New2020 Dollar Term Loans and 3.00% for the New2020 Euro Term Loans through December 31, 2014.
The Senior Secured Credit Facilities are secured by substantially all assets of Axalta Coating Systems Dutch A B. V. ("Dutch A B.V.") and the guarantors. The Dollar Term Loan and Euro Term Loan mature on February 1, 2020 and the Revolving Credit Facility matures on February 1, 2018. Principal is paid quarterly on both the Dollar Term Loan and the Euro Term Loan based on 1% per annum of the original principal amount with the unpaid balance due at maturity.
Interest is payable quarterly on both the New Dollar Term Loan and the New Euro Term Loan. Prior to theFourth Amendment interest on the Dollar Term Loan was subject to a floor of 1.25% for Eurocurrency Rate Loans plus an applicable rate of 3.50%. For Base Rate Loans, the interest was subject to a floor of the greater of the federal funds rate plus 0.50%, the Prime Lending Rate, an Adjusted Eurocurrency Rate, or 2.25% plus an applicable rate of 2.50%. Interest on the Euro Term Loan, a Eurocurrency Loan, was subject to a floor of 1.25% plus an applicable rate of 4.00%.
Under the Senior Secured Credit Facilities, interest on any outstanding borrowings under the Revolving Credit Facility is subject to a floor of 1.00% for Eurocurrency Rate Loans plus an applicable rate of 3.50% (subject to an additional step-down to 3.25%). For Base Rate Loans, the interest is subject to a floor of the greater of the federal funds rate plus 0.50%, the Prime Lending Rate, an Adjusted Eurocurrency Rate, or 2.00% plus an applicable rate of 2.50% (subject to an additional step-down to 2.25%).
Under circumstances described in the Credit Agreement, the Company may increase available revolving or term facility borrowings up to $400.0 million plus an additional amount subject to the Company not exceeding a maximum first lien leverage ratio described in the Credit Agreement.Effective Date.
Any indebtedness under the Senior Secured Credit Facilities may be voluntarily prepaid in whole or in part, in minimum amounts, subject to the make-whole provisions set forth in the Credit Agreement. Such indebtedness is subject to mandatory prepayments amounting to the proceeds of asset sales over $25.0$75.0 million annually, 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 Leverage Ratio falls below 4.25:11.00 or 3.50:1,1.00, respectively) of Excess Cash Flow.
DuringThe Senior Secured Credit Facilities are secured by substantially all assets of Dutch A B.V. and the year ended December 31, 2014, we voluntarily repaid $100.0 millionguarantors. The 2023 Euro Term Loans mature on February 1, 2023 and the 2024 Dollar Term Loans mature on June 1, 2024. Principal is paid quarterly on both the 2023 Euro Term Loans and the 2024 Dollar Term Loans based on 1% per annum of the original principal amount outstanding New Dollar Term Loan. Concurrenton the most recent amendment date with this action, we recorded a pre-tax loss on extinguishment of $3.0 million, consisting of the write-off of $2.2 million and $0.8 million of unamortized deferred financing costs and original issue discounts, respectively.unpaid balance due at maturity.
We are subject to customary negative covenants as well as a financial covenant which is a maximumin addition to the First Lien Leverage Ratio. ThisRatio 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, 2017, the Company is in compliance with all covenants under the Senior Secured Credit Facilities.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Revolving Credit Facility
On August 1, 2016 (the "Third Amendment Effective Date"), Dutch B B.V. and Axalta US Holdings executed the third amendment to the Senior Secured Credit Facilities (the "Third Amendment"). The Third Amendment impacted the revolving credit facility under the Senior Secured Credit Facilities (the "Revolving Credit Facility") by (i) extending the maturity of the Revolving Credit Facility to five years from the Third Amendment Effective Date, or August 1, 2021, provided that such date will be accelerated to the date that is 91 days prior to the maturity of the term loans borrowed under the Credit Agreement if the maturity of such term loans precedes the maturity of the Revolving Credit Facility, (ii) decreasing the applicable interest margins, and (iii) amending the financial covenant applicable to the Revolving Credit Facility to be applicable only when greater than 30% (previously 25%) of the Revolving Credit Facility (including letters of credit not cash collateralized to at least 103%) is outstanding at the end of the fiscal quarter.
Deferred financing costs of $92.9 million and original issue discounts of $25.7 million were incurred If such conditions are met, the First Lien Net Leverage Ratio (as defined by the Credit Agreement) at the inceptionend of the quarter is required to be greater than 5.50:1.00. At December 31, 2017, the financial covenant is not applicable as there were no borrowings.
Under the Third Amendment, interest on any outstanding borrowings under the Revolving Credit Facility is subject to a floor of zero for Adjusted Eurocurrency Rate Loans (as defined in the Credit Agreement) plus an applicable rate of 2.75% (previously 3.50%) subject to an additional step-down to 2.50% or 2.25%, if the First Lien Net Leverage Ratio falls below 3.00:1.00 or 2.50:1.00, respectively. For Base Rate Loans, the interest is subject to a floor of the greater of the federal funds rate plus 0.50%, the Prime Lending Rate or an Adjusted Eurocurrency Rate plus 1%, plus an applicable rate of 1.75% (previously 2.50%), subject to an additional step-down to 1.50% or 1.25%, if the First Lien Net Leverage Ratio falls below 3.00:1.00 and 2.50:1.00, respectively.
Under circumstances described in the Credit Agreement, we may increase available revolving or term facility borrowings by up to $400.0 million plus an additional amount subject to the Company not exceeding a maximum first lien leverage ratio described in the Credit Agreement.
There have been no borrowings outstanding on the Revolving Credit Facility since the issuance of the Senior Secured Credit Facilities. These amounts are amortized as interest expense over the life of the Senior Secured Credit Facilities.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Amortization expense related to deferred financing costs, net for years ended December 31, 2014 and 2013 were $13.3 million and $11.7 million, respectively.
Amortization expense related to original issue discounts for the years ended December 31, 2014 and 2013 were $3.6 million and $3.0 million, respectively.
At December 31, 20142017 and 2013 there were no borrowings under the Revolving Credit Facility. At December 31, 2014 and 2013,2016, letters of credit issued under the Revolving Credit Facility totaled $15.5$35.5 million and $20.7$21.3 million, respectively, which reduced the availability under the Revolving Credit Facility. Availability under the Revolving Credit Facility was $384.5$364.5 million and $379.3$378.7 million at December 31, 20142017 and 2013,December 31, 2016, respectively.
(b)Significant Terms of the Senior Notes
Significant Transactions
During the year ended December 31, 2017, in connection with the Fifth Amendment discussed above, we recorded a loss on extinguishment of $13.0 million. In addition, during the year ended December 31, 2017, we voluntarily prepaid $30.0 million in principal of the outstanding 2024 Dollar Term Loans, resulting in a loss of $0.4 million, consisting of the write-off of $0.3 million and $0.1 million of unamortized deferred financing costs and original issue discounts, respectively.
During the year ended December 31, 2016, in connection with the Third Amendment discussed above, we recorded a loss on extinguishment of $2.3 million. In addition, in connection with the Fourth Amendment, we recorded a $10.4 million loss on extinguishment and other financing-related costs for the year ended December 31, 2016. The loss was comprised of the write-off of unamortized deferred financing costs and original issue discounts attributable to the 2020 Term Loans of $4.7 million and $1.5 million, respectively, and other fees directly associated with the Fourth Amendment of $4.2 million.
Prior to the Fourth Amendment, in April and October of 2016, we voluntarily prepaid $100.0 million and $150.0 million in principal of the outstanding 2020 Dollar Term Loans, respectively, and €200.0 million in principal of the outstanding 2020 Euro Term Loans. As a result, we recorded losses on extinguishment for the year ended December 31, 2016 of $9.6 million, consisting of the write-off of $9.1 million and $0.5 million of unamortized deferred financing costs and original issue discounts, respectively.
During the year ended December 31, 2015, we voluntarily prepaid $100.0 million of the outstanding 2020 Dollar Term Loans which resulted in a loss on extinguishment of $2.5 million, consisting of the write-off of $1.8 million and $0.7 million of unamortized deferred financing costs and original issue discounts, respectively.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Significant Terms of the 2021 Senior Notes
On February 1, 2013, Dutch B B.V.B.V, as the “Dutch Issuer”, as "Dutch Issuer",an indirect, wholly owned subsidiary of the Company, and Axalta US Holdings, as "US Issuer",the “U.S. Issuer” (collectively the "Issuers") issued $750.0 million aggregate principal amount of 7.375% senior unsecured notes due 2021 (the "Dollar"2021 Dollar Senior Notes") and related guarantees thereof. Additionally, Dutch B B.V.the Issuers issued €250.0 million aggregate principal amount of 5.750% senior secured notes due 2021 (the "Euro"2021 Euro Senior Notes" and, together with the Dollar Senior Notes, the "2021 Senior Notes") and related guarantees thereof. Cash fees related to the issuance of theThe 2021 Senior Notes were $33.1 million, are recorded within deferred financing costs, net and are amortized as interest expense over the life of the Notes. At December 31, 2014 and 2013, the remaining unamortized balances were $25.3 million and $29.4 million, respectively. The expense related to the amortization of the deferred financing costs for the Successor year ended December 31, 2014 and 2013, were $4.1 million and $3.7 million, respectively.
The Senior Notes are unconditionally guaranteed on a senior basis by Dutch A B.V. and certain of the Issuers’ subsidiaries.
Issuance of New Senior Notes and Redemption of 2021 Senior Notes
On August 16, 2016, Axalta Coating Systems, LLC ("New U.S. Issuer"), issued $500.0 million in aggregate principal amount of 4.875% Senior Unsecured Notes (the “2024 Dollar Senior Notes”) and €335.0 million in aggregate principal amount of 4.250% Senior Unsecured Notes (the “2024 Euro Senior Notes”), each due August 2024 (collectively, the “2024 Senior Notes”, and with the 2025 Euro Senior Notes, the “New Senior Notes”, each of which is described in detail below), for the primary purpose of redeeming the 2021 Dollar Senior Notes (the “August 2016 Refinancing”). Consistent with the terms of the 2021 Dollar Senior Notes, we extinguished the principal at a redemption price equal to 105.531%.
In connection with the August 2016 Refinancing, we recorded a $56.9 million loss on extinguishment and other financing-related costs for the year ended December 31, 2016. The loss was comprised of the redemption premium of $41.5 million, write-off of unamortized deferred financing costs attributable to the 2021 Dollar Senior Notes of $13.0 million and other fees directly associated with the transaction of $2.4 million.
The 2024 Senior Notes are fully and unconditionally guaranteed by Dutch B B.V. (“Parent Guarantor”).
In addition, on September 27, 2016, the Dutch Issuer issued €450.0 million in aggregate principal amount of 3.750% Euro Senior Unsecured Notes due January 2025 (the “2025 Euro Senior Notes”) for the primary purpose of redeeming the 2021 Euro Senior Notes and the partial prepayment of the 2020 Euro Term Loans (the “September 2016 Refinancing”). Consistent with the original terms of the 2021 Euro Senior Notes, we extinguished the principal at a redemption price equal to 104.313%.
In connection with the September 2016 Refinancing, we recorded an $18.4 million loss on extinguishment and other financing-related costs for the year ended December 31, 2016. The loss was comprised of the redemption premium of $12.1 million, write-off of unamortized deferred financing costs attributable to the 2021 Euro Senior Notes of $5.6 million and other fees directly associated with the transaction of $0.7 million.
The indentures governing the New Senior Notes contain covenants that restrict the ability of the Issuers and their subsidiaries to, among other things, incur additional debt, make certain payments including payment of dividends or repurchase equity interest of the Issuers, make loans or acquisitions or capital contributions and certain investments, incur certain liens, sell assets, merge or consolidate or liquidate other entities, and enter into transactions with affiliates.
(i)i) Euro2024 Dollar Senior Notes
The Euro2024 Dollar Senior Notes were soldissued at 99.951% of par, or $2.0 million discount, and are due February 1, 2021.August 15, 2024. The Euro2024 Dollar Senior Notes bear interest at 5.750%4.875% and are payable semi-annually on February 115 and August 1. Cash fees related to the issuance of the Euro Senior Notes were $10.2 million, and are recorded within "Deferred financing costs, net" and are amortized into interest expense over the life of the Senior Notes. At December 31, 2014 and 2013, the remaining unamortized balances were $7.7 million and $9.0 million, respectively.
On or after February 1, 2016, we15. We have the option to redeem all or part of the Euro2024 Dollar Senior Notes at the following redemption prices (expressed as percentages of principal amount): on or after August 15 of the years indicated:
PeriodEuro Notes Percentage
2016104.313%
2017102.875%
2018101.438%
2019100.000%
2020 and thereafter100.000%
Period2024 Dollar Notes Percentage
2019103.656%
2020102.438%
2021101.219%
2022 and thereafter100.000%

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Notwithstanding the foregoing, at any time and from time to time prior to February 1, 2016,August 15, 2019, we may at our option redeem in the aggregate up to 40% of the original aggregate principal amount of the 2024 Dollar Senior Notes with the net cash proceeds of one or more Equity Offerings (as defined in the indenture governing the 2024 Dollar Senior Notes) at a redemption price of 104.875% 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 events constituting a change of control, holders of the 2024 Dollar Senior Notes have the right to require us to repurchase all or any part of the 2024 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 2024 Dollar Senior Notes, subject to local law limitations, will initially be jointly and severally guaranteed on a senior unsecured basis by each of the Parent Guarantor’s 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 issued through the 2024 Dollar Senior Notes is senior unsecured indebtedness of the New U.S. Issuer, is senior in right of payment to all future subordinated indebtedness of the New U.S. Issuer and guarantors and is equal in right of payment to all existing and future senior indebtedness of the New U.S. Issuer and guarantors. The 2024 Dollar Senior Notes are effectively subordinated to any secured indebtedness of the New 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.
(ii) 2024 Euro Senior Notes
The 2024 Euro Senior Notes were issued at par and are due August 15, 2024. The 2024 Euro Senior Notes bear interest at 4.250% and are payable semi-annually on February 15 and August 15. We have the option to redeem all or part of the 2024 Euro Senior Notes at the following redemption prices (expressed as percentages of principal amount) on or after August 15 of the years indicated:
Period2024 Euro Notes Percentage
2019103.188%
2020102.125%
2021101.063%
2022 and thereafter100.000%
Notwithstanding the foregoing, at any time and from time to time prior to August 15, 2019, we may at our option redeem in the aggregate up to 40% of the original aggregate principal amount of the 2024 Euro Senior Notes with the net cash proceeds of one or more Equity Offerings (as defined in the indenture governing the 2024 Euro Senior Notes), at a redemption price of 105.750%104.250% plus accrued and unpaid interest, if any, to the redemption date.
In addition, we have the option to redeem up to 10% At least 50% of the Euro Senior Notes during any 12-month period from issue date until February 1, 2016 at a redemption priceoriginal aggregate principal of 103.0%, plus accrued and unpaid interest, if any, to the redemption date.notes must remain outstanding after each such redemption.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Upon the occurrence of certain events constituting a change of control, holders of the 2024 Euro Senior Notes have the right to require us to repurchase all or any part of the 2024 Euro 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 indebtedness evidenced by the2024 Euro Senior Notes, subject to local law limitations, will initially be jointly and related guarantees is securedseverally guaranteed on a first-liensenior unsecured basis by each of the same assetsParent Guarantor’s existing and future direct and indirect subsidiaries that secure the obligationsis a borrower under or that guarantees the Senior Secured Credit Facilities, subject to permitted liens andFacilities. Under certain circumstances, the guarantors may be released from their guarantees without the consent of the holders of the applicable local law limitations,series of notes.
The indebtedness issued through the 2024 Euro Senior Notes is senior unsecured indebtedness of the New U.S. Issuer, is senior in right of payment to all future subordinated indebtedness of the Issuers,New U.S. Issuer and guarantors and is equal in right of payment to all existing and future senior indebtedness of the IssuersNew U.S. Issuer and isguarantors. The 2024 Euro Senior Notes are effectively seniorsubordinated to any unsecuredsecured indebtedness of the Issuers, includingNew U.S. Issuer and guarantors (including indebtedness outstanding under the Dollar Senior Notes,Secured Credit Facilities) to the extent of the value of the assets securing the Euro Senior Notes.such indebtedness.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(ii)(iii) Dollar2025Euro Senior Notes
The Dollar2025 Euro Senior Notes were soldissued at par and are due May 1, 2021.January 15, 2025. The Dollar2025 Euro Senior Notes bear interest at 7.375%3.750% and are payable semi-annually on February 1January 15 and August 1. Cash fees related to the issuance of the Dollar Senior Notes were $22.9 million, are recorded within "Deferred financing costs, net" and are amortized as interest expense over the life of the Senior Notes. At December 31, 2014 and 2013, the remaining unamortized balances were $17.6 million and $20.4 million, respectively.
On or after February 1, 2016, weJuly 15. We have the option to redeem all or part of the Dollar2025 Euro Senior Notes at the following redemption prices (expressed as percentages of principal amount) on or after January 15 of the years indicated:
PeriodDollar Notes Percentage
2016105.531%
2017103.688%
2018101.844%
2019100.000%
2020 and thereafter100.000%
Period2025 Euro Notes Percentage
2019102.813%
2020101.875%
2021100.938%
2022 and thereafter100.000%
Notwithstanding the foregoing, at any time and from time to time prior to February 1, 2016,January 15, 2020, we may at our option redeem in the aggregate up to 40% of the original aggregate principal amount of the Dollar2025 Euro Senior Notes with the net cash proceeds of one or more Equity Offerings (as defined in the indenture governing the Dollar2025 Euro Senior Notes), at a redemption price of 107.375%103.750% 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 events constituting a change of control, holders of the Dollar2025 Euro Senior Notes have the right to require us to repurchase all or any part of the Dollar2025 Euro 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 2025 Euro Senior Notes, subject to local law limitations, will initially be jointly and severally guaranteed on a senior unsecured basis by each of the Dutch Issuer’s 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 evidenced byissued through the Dollar2025 Euro Senior Notes is senior unsecured indebtedness of the Issuers,Dutch Issuer, is senior in right of payment to all future subordinated indebtedness of the IssuersDutch Issuer and guarantors and is equal in right of payment to all existing and future senior indebtedness of the Issuers.Dutch Issuer and guarantors. The Dollar2025 Euro Senior Notes are effectively subordinated to any secured indebtedness of the IssuersDutch Issuer and guarantors (including indebtedness of the Issuers outstanding under the Senior Secured Credit Facilities and the Euro Senior Notes)Facilities) to the extent of the value of the assets securing such indebtedness.
(c)Short-term borrowings
On September 12, 2013, we entered into short-term borrowings in the amount of $27.8 million to partially fund the acquisition of a real estate investment property which closed in October 2013. The short-term borrowings associated with this acquisition were paid in full upon reaching maturity during the three months ended September 30, 2014. Other miscellaneous short-term borrowings had outstanding balances of $12.2 million and $0.4 million at December 31, 2014 and 2013, respectively.Future repayments

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(d)
Bridge financing commitment fees
On August 30, 2012, we signed a debt commitment letter, which was subsequently amended and restated, that included a bridge facility comprised of $1,100.0 million of unsecured U.S. bridge loans and a $300.0 million of secured bridge loans (the "Bridge Facility"), which was to be utilized to partially fund the Acquisition in the event that permanent financing was not obtained. Drawings under the Bridge Facility were subject to certain conditions. Upon the issuance of the Senior Notes and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees related to the Bridge Facility of $21.0 million and associated fees of $4.0 million were expensed upon the termination of the Bridge Facility during the year ended December 31, 2013.
(e)Future repayments
Below is a schedule of required future repayments of all borrowings outstanding at December 31, 2014.2017.
2015$40.1
201627.9
201727.9
201828.6
$40.5
201927.9
26.5
202025.7
202125.7
202252.4
Thereafter3,562.3
3,778.6
$3,714.7
$3,949.4
The table above excludes $14.5 million of debt associated with our sale-leaseback financings that will not be settled with cash.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(21)    FAIR VALUE ACCOUNTING
(a)Assets measured at fair value on a nonrecurring basis
Assets measured at fair value on a non-recurring basis
During the Successor years ended December 31, 20142017 and December 31, 20132015 we recorded impairment losses of $0.1$1.7 million and $3.2$0.1 million, respectively, associated with the abandonment of certain in process research and development projects acquired inprojects. There were no impairment losses recorded during the Acquisition. year ended December 31, 2016.
During the Predecessor period from January 1, 2013years ended December 31, 2017, 2016 and 2015, we recorded impairment losses on property of $7.6 million, $10.5 million and $30.6 million, respectively. The impairment losses recorded during the year ended December 31, 2017 related to actions to reduce operational costs through January 31, 2013 no assets were adjustedactivities to their fair values on a nonrecurring basis. See Note 3 for further discussion of recording the fair values of the indefinite-lived in-process research and development intangible assets acquired in the Acquisition,rationalize our manufacturing footprint and the subsequent testingwrite-down of these manufacturing facilities based on market price estimates. The losses recorded during the years ended December 31, 2016 and 2015 were related to losses at our Venezuelan subsidiary to write down the carrying value of a real estate investment to its fair value. Additionally, during the year ended December 31, 2016, we recorded an impairment loss of $57.9 million on our productive long-lived assets for impairment.associated with our Venezuela operations.
(b)Fair value of financial instruments
Fair value of financial instruments
Available for sale securities - The fair values of available for sale securities at December 31, 20142017 and 20132016 were $4.5$5.2 million and $4.9$4.4 million, respectively. The fair value was based upon either Level 1 inputs when the securities are actively traded with quoted market prices or Level 2 when the securities are not frequently traded.
Long-term borrowings - The fair values of the 2024 Dollar Senior Notes, 2024 Euro Senior Notes and 2025 Euro Senior Notes at December 31, 20142017 were $795.0$524.4 million, $427.7 million and $320.5$571.8 million, respectively. The fair values at December 31, 20132016 were $798.8$500.0 million, $363.8 million and $362.1$472.2 million, respectively. The estimated fair values of these notes are based on recent trades and current trending. Due to the infrequency of trades of these notes, these inputs are considered to be Level 2 inputs.
The fair values of the 2024 Dollar Term Loans and the 2023 Euro Term Loans at December 31, 2017 were $1,967.4 million and $475.5 million, respectively. The fair values of the 2023 Dollar Term Loans and the 2023 Euro Term Loans at December 31, 2016 were $1,560.5 million and $421.8 million, respectively. The estimated fair values of the 2024 Dollar Term Loans and the 2023 Euro Term Loans are based on recent trades, as reported by a third party pricing service. Due to the infrequency of trades of the Dollar Senior Notes and the Euro Senior Notes, these inputs are considered to be Level 2 inputs.
The fair values of the DollarCurrent Term Loan and the Euro Term Loan at December 31, 2014 were $2,100.5 million and $478.0 million, respectively. The fair values at December 31, 2013 were $2,297.1 million and $552.5 million, respectively. The estimated fair values of the Dollar Term Loan and the Euro Term Loan are based on recent trades, as reported by a third party pricing service. Due to the infrequency of trades of the Dollar Term Loan and the Euro Term Loan,Loans, these inputs are considered to be Level 2 inputs.

Fair value of contingent consideration

124The fair value of contingent consideration associated with acquisitions completed in current and prior years are valued at each balance sheet date, until amounts become payable, with adjustments recorded within selling, general and administrative expenses on the consolidated statement of operations. The fair value of contingent consideration at December 31, 2017 and 2016 was $8.9 million and $10.0 million, respectively. During the years ended December 31, 2017 and 2016 the Company recorded gains of $3.0 million and losses of $0.8 million associated with the changes to fair value, respectively. Due to the significant unobservable inputs used in the valuations, these liabilities are categorized within Level 3 of the fair value hierarchy.

Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(24)(22)    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.
During the Successor year ended December 31, 2013, we entered into a foreign currency contract to hedge the variability of the US dollar equivalent of the original borrowings under the Euro Term LoanDerivative Instruments Qualifying and the proceeds from the issuance of the Euro Senior Notes. Changes in the fair value of this instrument were recorded in current period earnings and were presented in Other expense, netDesignated as a component of Exchange (gains) losses. Losses related to the settlement of this contract recognized during the Successor year ended December 31, 2013 totaled $19.4 million. Cash flows resulting from the settlement of the derivative instrument on February 1, 2013 are reported as investing activities.Flow Hedges
During the Successor year ended December 31, 2013, we entered into five interest rate swaps with notional amounts totaling $1,173.0 million to hedge interest rate exposures related to variable rate borrowings under the Senior Secured Credit Facilities. The interest rate swaps matured on September 29, 2017.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


During the year ended December 31, 2017, we entered into four 1.5% interest rate caps with aggregate notional amounts totaling $850 million to hedge the variable interest rate exposures on our 2024 Dollar Term Loans. Three of these interest rate caps, comprising $600 million of the notional value, are effective beginning September 30, 2017 and expire December 31, 2019 and included an aggregate deferred premium of $8.6 million. The fourth interest rate cap, comprising the remaining $250 million of the notional value, is in place until September 29, 2017. Thestarting from January 1, 2018 and expires December 31, 2021 and included a deferred premium of $8.1 million. All deferred premiums will be paid quarterly over the term of the respective interest rate swaps qualify and are designated as effective cash flow hedges.caps.
The following table presents the location and fair values using Level 2 inputs of derivative instruments that qualify and have been designated as cash flow hedges included in ourthe accompanying consolidated and combined balance sheet:
 Successor
 Year Ended December 31,
 20142013
Foreign currency contracts$
$
Other assets:  
Interest rate swaps5.9
10.5
Total assets$5.9
$10.5
Other liabilities:  
Interest rate swaps$1.5
$1.2
Total liabilities$1.5
$1.2
The following table presents the location and fair values using Level 2 inputs of derivative instruments that have not been designated as hedges included in our consolidated and combined balance sheet:
 Successor
 Year Ended December 31,
 20142013
Foreign currency contracts$
$
Other assets:  
Interest rate cap0.1
3.4
Total assets$0.1
$3.4
Other liabilities:  
Foreign currency contracts$
$
Total liabilities$
$
 Year Ended December 31,
 20172016
Prepaid and other assets:  
Interest rate swaps$
$0.1
Other assets:  
Interest rate caps$1.2
$
Total assets$1.2
$0.1
Other accrued liabilities:  
Interest rate swaps$
$0.8
Interest rate caps2.6

Total liabilities$2.6
$0.8
For derivative instruments that qualify and are designated as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of "Accumulated other comprehensive loss"AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period earnings.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


The following table sets forth the locations and amounts recognized during the Successor years ended December 31, 20142017, 2016, and 2013,2015 respectively, for these cash flow hedges.
Derivatives in Cash Flow Hedging
Relationships in 2017:
Amount of
Loss
Recognized
in OCI on
Derivatives
(Effective
Portion)
Location of Loss Reclassified from 
Accumulated OCI into Income (Effective Portion)
Amount of
(Gain) Loss Reclassified
from
Accumulated
OCI to
Income
(Effective
Portion)
Location of 
(Gain) Loss 
Recognized in Income on 
Derivatives (Ineffective Portion)
Amount of
(Gain) Loss
Recognized
in Income on
Derivatives
(Ineffective
Portion)
Interest rate contracts$1.8
Interest expense, net$(0.4)Interest expense, net$(2.3)
Derivatives in Cash Flow Hedging Relationships in 2016:Amount of
Loss
Recognized
in OCI on
Derivatives
(Effective
Portion)
Location of Loss Reclassified from 
Accumulated OCI into Income (Effective Portion)
Amount of
(Gain) Loss Reclassified
from
Accumulated
OCI to
Income
(Effective
Portion)
Location of 
(Gain) Loss 
Recognized in Income on 
Derivatives (Ineffective Portion)
Amount of
(Gain) Loss
Recognized
in Income on
Derivatives
(Ineffective
Portion)
Interest rate contracts$2.0
Interest expense, net$5.9
Interest expense, net$1.2
Derivatives in Cash Flow Hedging Relationships in 2015:Amount of
Loss
Recognized
in OCI on
Derivatives
(Effective
Portion)
Location of Loss Reclassified from 
Accumulated OCI into Income (Effective Portion)
Amount of
(Gain) Loss Reclassified
from
Accumulated
OCI to
Income
(Effective
Portion)
Location of 
(Gain) Loss 
Recognized in Income on 
Derivatives (Ineffective Portion)
Amount of
(Gain) Loss
Recognized
in Income on
Derivatives
(Ineffective
Portion)
Interest rate contracts$5.5
Interest expense, net$6.5
Interest expense, net$0.4
Derivatives in Cash Flow Hedging Relationships in 2014:
Amount of
(Gain) Loss
Recognized
in OCI on
Derivatives
(Effective
Portion)
Location of (Gain) Loss Reclassified from 
Accumulated OCI into Income (Effective Portion)
Amount of
(Gain) Loss
Reclassified
from
Accumulated
OCI to
Income
(Effective
Portion)
Location of 
(Gains) Losses 
Recognized in Income on 
Derivatives (Ineffective Portion)
Amount of
(Gain) Loss
Recognized
in Income on
Derivatives
(Ineffective
Portion)
Interest rate contracts$4.6
Interest expense, net$6.5
Interest expense, net$0.3
Derivative Instruments Not Designated as Cash Flow Hedges
We periodically enter into foreign currency forward and option contracts to reduce market risk and hedge our balance sheet exposures and cash flows for subsidiaries with exposures denominated in currencies different from the functional currency of the relevant subsidiary. These contracts have not been designated as hedges and all gains and losses are marked to market through other (income) expense, net in the consolidated statement of operations.
Derivatives in Cash Flow Hedging
Relationships in 2013:
Amount of
(Gain) Loss
Recognized
in OCI on
Derivatives
(Effective
Portion)
Location of (Gain) Loss Reclassified from 
Accumulated OCI into Income (Effective Portion)
Amount of
(Gain) Loss
Reclassified
from
Accumulated
OCI to
Income
(Effective
Portion)
Location of 
(Gains) Losses 
Recognized in Income on 
Derivatives (Ineffective Portion)
Amount of
(Gain) Loss
Recognized
in Income on
Derivatives
(Ineffective
Portion)
Interest rate contracts$(5.0)Interest expense, net$4.4
Interest expense, net$(4.3)
Also duringDuring the Successor year ended December 31, 2013, we purchased a €300.0 million 1.5% interest rate cap on our Euro Term Loan that is in place until September 29, 2017. We paidLoans for a premium of $3.1 million for the interest rate cap.million. The interest rate cap was not designated as a hedge and the changes in the fair value of the derivative instrument were recorded in current period earnings in interest expense. The hedge matured on September 29, 2017.
During the year ended December 31, 2017, we purchased a 1.25% interest rate cap with a notional amount of €388.0 million to hedge the variable interest rate exposures on our 2023 Euro Term Loans. We paid a premium equal to $0.6 million for the interest rate cap which is effective beginning September 30, 2017 through December 31, 2019. Changes in the fair value of the derivative instrument are recorded in current period earnings and are included in interest expense.
DPC, through DuPont, entered into contractual arrangements (derivatives)
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Notes to reduce its exposure to foreign currency risk. Consolidated Financial Statements
(In millions, unless otherwise noted)


The foreign currency derivative program was utilized for financial risk managementfollowing table presents the location and consistedfair values using Level 2 inputs of forward contracts. The derivative instruments werethat have not been designated as hedging instruments. Changeshedges included in the fair value of the derivative instruments were recorded in current period earnings and were presented in Other expense, net as a component of exchange (gains) losses.our consolidated balance sheet:
 Year Ended December 31,
 20172016
Prepaid and other assets:  
Foreign currency contracts$
$0.1
Total assets$
$0.1
Other accrued liabilities:  
Foreign currency contracts$0.7
$0.5
Total liabilities:0.7
0.5
Fair value gains and losses of derivative contracts, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in income as follows:
 SuccessorPredecessor
Derivatives Not Designated as
Hedging Instruments under
ASC 815
Location of (Gain) Loss
Recognized in Income on
Derivatives
Year Ended December 31, 2014Year Ended December 31, 2013
Period from
January 1, 2013
through
January 31,
2013
Year Ended
December 31,
2012
Location of (Gain) Loss
Recognized in Income on
Derivatives
Year Ended December 31, 2017Year Ended December 31, 2016Year Ended December 31, 2015
Foreign currency forward contractOther expense, net as a component of Exchange (gains) losses$1.4
$20.9
$2.0
$3.9
Foreign currency forward contractsOther expense, net$11.2
$4.3
$(5.6)
Interest rate capInterest expense, net3.4
(0.3)

Interest expense, net0.6

0.1
 $4.8
$20.6
$2.0
$3.9
 $11.8
$4.3
$(5.5)
(25)(23)    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)("CODM") to make decisions about resources to be allocated to the segment and assess its performance; and (iii) that has available discrete financial information.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


We have two operating segments, which are also our reportable segments: Performance Coatings and Transportation 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 a fragmented and local customer base. 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.
Through our Transportation Coatings segment, we provide advanced coating technologies to OEMs of light and commercial vehicles. These increasingly global customers require a high level of technical support coupled with cost-effective, 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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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


Our business serves four end-markets globally as follows: 
SuccessorPredecessor
Year Ended December 31,January 1 through January 31,Year Ended December 31,Year Ended December 31,
2014201320132012201720162015
Performance Coatings    
Refinish$1,850.8
$1,670.0
$129.4
$1,759.3
$1,645.2
$1,679.7
$1,698.7
Industrial734.2
655.3
57.4
720.2
1,029.9
718.8
683.1
Total Net sales Performance Coatings2,585.0
2,325.3
186.8
2,479.5
2,675.1
2,398.5
2,381.8
Transportation Coatings    
Light Vehicle1,384.5
1,291.5
111.6
1,390.6
1,322.8
1,337.7
1,310.6
Commercial Vehicle392.2
334.3
27.8
349.3
355.0
332.6
391.5
Total Net sales Transportation Coatings1,776.7
1,625.8
139.4
1,739.9
1,677.8
1,670.3
1,702.1
Total Net sales$4,361.7
$3,951.1
$326.2
$4,219.4
$4,352.9
$4,068.8
$4,083.9
Segment information for the Predecessor period has been recast to conform to the Successor segment presentation.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


Asset information is not reviewed or included with our internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment.
Successor
Performance
Coatings
Transportation
Coatings
Total
Performance
Coatings
Transportation
Coatings
Total
For the Year ended December 31, 2014 
For the Year ended December 31, 2017  
Net sales (1)
$2,585.0
$1,776.7
$4,361.7
$2,675.1
$1,677.8
$4,352.9
Equity in earnings in unconsolidated affiliates(1.2)(0.2)(1.4)0.3
0.7
1.0
Adjusted EBITDA (2)
547.6
292.9
840.5
564.2
321.0
885.2
Investment in unconsolidated affiliates7.2
7.1
14.3
2.9
12.6
15.5
Successor
Performance
Coatings
Transportation
Coatings
Total
Performance
Coatings
Transportation
Coatings
Total
For the Year ended December 31, 2013 
For the Year ended December 31, 2016 
Net sales (1)
$2,325.3
$1,625.8
$3,951.1
$2,398.5
$1,670.3
$4,068.8
Equity in earnings in unconsolidated affiliates1.8
0.3
2.1
Equity in earnings (losses) in unconsolidated affiliates(0.2)0.4
0.2
Adjusted EBITDA (2)
500.2
198.8
699.0
549.7
352.7
902.4
Investment in unconsolidated affiliates7.7
8.1
15.8
2.5
11.1
13.6
 Predecessor
 
Performance
Coatings
Transportation
Coatings
Total
January 1 through January 31, 2013   
Net sales (1)
$186.8
$139.4
$326.2
Equity in earnings (losses) in unconsolidated affiliates
(0.3)(0.3)
Adjusted EBITDA (2)
15.0
17.7
32.7
Investment in unconsolidated affiliates2.0
6.7
8.7
Predecessor
Performance
Coatings
Transportation
Coatings
Total
Performance
Coatings
Transportation
Coatings
Total
For the Year ended December 31, 2012 
For the Year ended December 31, 2015 
Net sales (1)
$2,479.5
$1,739.9
$4,219.4
$2,381.8
$1,702.1
$4,083.9
Equity in earnings in unconsolidated affiliates
0.6
0.6
0.6
0.6
1.2
Adjusted EBITDA (2)
426.0
151.6
577.6
535.8
328.1
863.9
Investment in unconsolidated affiliates0.8
7.1
7.9
4.0
8.4
12.4
(1)The Company has no intercompany sales.sales between segments.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(2)The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income (loss) before interest, taxes, depreciation and amortization and select other unusual 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) nonrecurring, 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. 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.performance, which represents EBITDA adjusted for the select items referred to above. Reconciliation of Adjusted EBITDA to income (loss) before income taxes follows:

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


SuccessorPredecessorYear Ended December 31,
Year Ended December 31,
August 24
through
December 31,
January 1
through
January 31,
Year ended
December 31,
201720162015
20142013201220132012
Adjusted EBITDA$840.5
$699.0
$
$32.7
$577.6
Inventory step-up (a)

(103.7)


Merger and acquisition related costs (b)

(28.1)(29.0)

Financing fees (c)
(6.1)(25.0)


Income before income taxes$189.6
$82.7
$157.9
Interest expense, net147.0
178.2
196.5
Depreciation and amortization347.5
322.1
307.7
EBITDA684.1
583.0
662.1
Debt extinguishment and refinancing related costs (a)13.4
97.6
2.5
Foreign exchange remeasurement losses (d)(b)
(81.2)(48.9)
(4.5)(17.7)7.4
30.6
93.7
Long-term employee benefit plan adjustments (e)(c)
0.6
(9.5)
(2.3)(36.9)1.4
1.5
(0.3)
Termination benefits and other employee related costs (f)(d)
(18.4)(147.5)
(0.3)(8.6)35.3
61.8
36.6
Consulting and advisory fees (g)(e)
(36.3)(54.7)


(0.1)10.4
23.9
Transition-related costs (h)(f)
(101.8)(29.3)


7.7

(3.4)
IPO-related costs (i)
(22.3)



Other adjustments (j)
(10.8)(2.3)
(0.1)(12.6)
Dividends in respect of noncontrolling interest (k)
2.2
5.2


1.9
Management fee expense (l)
(3.2)(3.1)


EBITDA563.2
252.1
(29.0)25.5
503.7
Interest expense, net217.7
215.1



Depreciation and amortization308.7
300.7

9.9
110.7
Income before income taxes$36.8
$(263.7)$(29.0)$15.6
$393.0
Offering and transactional costs (g)18.4
6.0
(1.5)
Stock-based compensation (h)38.5
41.1
30.2
Other adjustments (i)3.6
5.0
(5.8)
Dividends in respect of noncontrolling interest (j)(3.0)(3.0)(4.7)
Deconsolidation impacts and impairments (k)78.5
68.4
30.6
Adjusted EBITDA$885.2
$902.4
$863.9
(a)During the Successor yearyears ended December 31, 2013,2017 and 2016 we recorded arefinanced our indebtedness, resulting in losses of $13.0 million and $88.0 million, respectively. In addition, during the years ended December 31, 2017, 2016 and 2015 we prepaid outstanding principal on our term loans, resulting in non-cash fair value adjustment associated withlosses on extinguishment of $0.4 million, $9.6 million and $2.5 million, respectively. We do not consider these items to be indicative of our acquisition accounting for inventories. These amounts increased cost of goods sold by $103.7 million.ongoing operating performance.
(b)In connection with the Acquisition, we incurred $28.1 million and $29.0 million of merger and acquisition costs during the Successor years ended December 31, 2013 and December 31, 2012, respectively. These costs consisted primarily of investment banking, legal and other professional advisory services costs.
(c)On August 30, 2012, we signed a debt commitment letter, which included the Bridge Facility. Upon the issuance of the Senior Notes and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees related to the Bridge Facility of $21.0 million and associated fees of $4.0 million were expensed upon the payment and termination of the Bridge Facility. In connection with the amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3.1 million of costs during the Successor year ended December 31, 2014. In addition to the credit facility amendment, we also incurred a $3.0 million loss on extinguishment of debt recognized during the Successor year ended December 31, 2014, which resulted directly from the pro-rata write off of unamortized deferred financing costs and original issue discounts associated with the pay-down of $100.0 million of principal on the New Dollar Term Loan (discussed further at Note 22 to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K).
(d)Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, including a $19.4 million loss related tonet of the acquisition date settlementimpacts of aour foreign currency contractinstruments used to hedge our balance sheet exposures. Exchange effects attributable to the variabilityremeasurement of Euro-based financing.our Venezuelan subsidiary represented losses of $1.8 million, $23.5 million, $51.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.
(e)(c)ForEliminates the Successor years ended December 31, 2014 and 2013, eliminates thenon-cash, non-service cost components of employee benefit costs. Additionally, we deducted a pension curtailment gain of $7.3 million recorded during the Successor year ended December 31, 2014. For the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012 eliminates (1) all U.S. pension and other long-term employee benefit costs that were not assumed as part of the Acquisition and (2) the non-service cost component of the pension and other long-term employee benefit costs for the foreign pension plans that were assumed as part of the Acquisition.costs.

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Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(f)(d)Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region, and other employee-related costs. Termination benefits include the costs associated with our headcountAxalta Way initiatives, for establishmentwhich are not considered indicative of new roles and elimination of old roles and other costs associated with cost saving opportunities that were related to our transition to a standalone entity.ongoing operating performance.
(g)(e)Represents fees paid to consultants, advisors, and other third-party professional organizationsassociated true-ups to estimates, for professional services rendered in conjunction with the transition from DuPontprimarily related to a standalone entity.our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance.
(h)(f)Represents chargesintegration costs related to the 2017 acquisition of the Industrial Wood business that was a carve-out business from Valspar and changes in estimates associated with the transition from DuPont to a standalone entity, including brandingcertain Acquisition indemnities. We do not consider these items to be indicative of our ongoing operating performance.
(g)Represents acquisition-related expenses, including changes in the fair value of contingent consideration, as well as $10.0 million of costs associated with contemplated merger activities during the three months ended December 31, 2017 and marketing, information technology related costs associated with the 2016 secondary offerings of our common shares by Carlyle, all of which are not considered indicative of our ongoing operating performance.

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Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(h)Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the year ended December 31, 2015 attributable to the accelerated vesting of all issued and facility transition costs.outstanding stock options issued under the 2013 Plan. This acceleration was the result of the Change in Control that occurred in conjunction with Carlyle's ownership interest falling below 50% and triggering a liquidity event.
(i)Represents costs associated with the IPO, including a $13.4 million pre-tax charge associated with the termination of the management agreement with Carlyle Investment Management, L.L.C., an affiliate of Carlyle, upon the completion of the IPO.
(j)Represent costs for certain unusualnon-operational or non-operationalnon-cash (gains) and losses unrelated to our core business and the non-cash impactwhich we do not consider indicative of natural gas and currency hedge losses allocated to DPC by DuPont, stock-based compensation, asset impairments,our ongoing operations, including equity investee dividends, indemnity incomelosses (gains) associated with the Transaction, and loss (gain)Acquisition, losses (gains) on sale and disposal of property, plant and equipment.equipment, losses (gains) on the remaining foreign currency derivative instruments, Carlyle management fees incurred prior to the Change in Control and non-cash fair value inventory adjustments associated with our business combinations.
(k)(j)Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned.100% owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements.
(l)(k)Pursuant to Axalta’s management agreementDuring the year ended December 31, 2017, we recorded a loss in conjunction with Carlyle Investment Management, L.L.C., for managementthe deconsolidation of our Venezuelan subsidiary of $70.9 million. During the year ended December 31, 2016 and financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee2015, we recorded non-cash impairments at our Venezuelan subsidiary of $3.0$68.4 million and out-of-pocket expenses.$30.6 million, respectively, associated with our operational long-lived assets and a real estate investment (See Note 25). Additionally, during the year ended December 31, 2017, we recorded non-cash impairment charges related to certain manufacturing facilities previously announced for closure of $7.6 million. We do not consider these to be indicative of our ongoing operating performance.
Segment information for the Predecessor periods has been recast to conform to the Successor segment presentation.

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Notes to Consolidated (Successor) and Combined (Predecessor)
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:
SuccessorPredecessor
Year Ended December 31,
Period from
August 24
through
December 31,
Period from
January 1
through
January 31,
Year Ended
December 31,
Year Ended December 31,
20142013201220132012201720162015
North America$1,307.8
$1,165.4
$
$81.6
$1,238.6
$1,607.7
$1,426.7
$1,368.6
EMEA1,672.0
1,540.4

141.0
1,675.4
1,538.3
1,455.3
1,425.3
Asia Pacific715.0
593.7

51.7
595.0
748.1
723.9
717.4
Latin America666.9
651.6

51.9
710.4
458.8
462.9
572.6
Total (a)
$4,361.7
$3,951.1
$
$326.2
$4,219.4
4,352.9
4,068.8
4,083.9
Net long-lived assets by region were as follows:
SuccessorYear Ended December 31,
December 31, 2014December 31, 201320172016
North America$481.4
$483.8
$457.9
$419.3
EMEA542.0
623.5
507.4
456.9
Asia Pacific234.3
218.1
258.9
248.0
Latin America256.4
297.2
164.4
191.5
Total (b)
$1,514.1
$1,622.6
$1,388.6
$1,315.7
(a)Net Sales are attributed to countries based on location of the customer. Sales to external customers in China represented approximately 11%12%, 13% and 10%13% of the total for the Successor years ended December 31, 20142017, 2016 and 2013, respectively, as well as 11% for the Predecessor period ended January 31, 2013 and 8% in the Predecessor year ended December 31, 2012.2015, respectively. Sales to external customers in Germany represented approximately 10%8%, 9% and 10%9% of the total for the Successor years ended December 31, 20142017, 2016 and 2013, respectively, as well as 11%2015, respectively. Mexico represented 6% of the total for the Predecessor period ended January 31, 2013 and 16% in the Predecessor yearyears ended December 31, 2012.2017, 2016 and 2015. Canada, which is included in the North America region, represents approximately 4%, 4% and 3% of total net sales in all periods.for the year ended December 31, 2017, 2016 and 2015, respectively.
(b)
Long-lived assets consist of property, plant and equipment, net. Germany long-lived assets amounted to approximately $302.8$279.0 million and $348.1$262.2 million in the years ended December 31, 20142017 and 2013,2016, respectively. China long-lived assets amounted to $189.4$217.2 million and $167.5$204.0 million in the years ended December 31, 20142017 and 2013,2016, respectively.
Brazil long-lived assets amounted to approximately $78.6 million and $94.9 million in the years ended December 31, 2017 and 2016, respectively. Canada long-lived assets, which are included in the North America region, amounted to approximately $25.8 million and 20.0 million in the years ended December 31, 2017 and 2016, respectively.
(26)    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
Unrealized
Currency
Translation
Adjustments
Pension and
Other
Long-term
Employee
Benefit
Adjustments
Unrealized
Gain (Loss) on
Securities
Unrealized
Gain (Losses) on
Derivatives
Accumulated
Other
Comprehensive
Income
Successor Balance, December 31, 2013$24.3
$7.5
$(0.9)$3.1
$34.0
Current year deferrals to AOCI(96.4)(29.7)0.7
3.6
(121.8)
Reclassifications from AOCI to Net income
(9.0)
(6.5)(15.5)
Net Change(96.4)(38.7)0.7
(2.9)(137.3)
Successor Balance, December 31, 2014$(72.1)$(31.2)$(0.2)$0.2
$(103.3)

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Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(24)    ACCUMULATED OTHER COMPREHENSIVE LOSS
 
Unrealized
Currency
Translation
Adjustments
Pension Plan
Adjustments
Unrealized
Gain on
Securities
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2016$(292.2)$(56.6)$0.4
$(2.0)$(350.4)
Current year deferrals to AOCI83.4
17.1
0.4
(1.6)99.3
Reclassifications from AOCI to Net income
8.1

2.0
10.1
Net Change83.4
25.2
0.4
0.4
109.4
Balance, December 31, 2017$(208.8)$(31.4)$0.8
$(1.6)$(241.0)
Included within reclassificationsin the reclassification from AOCI to Netnet income for the Successor year ended December 31, 2014 was $7.3 million of curtailment gains related to an amendment to one of oura pension plans.
The income taxplan adjustment related to the changesdeconsolidation of our Venezuelan subsidiary and the corresponding write-off of the accumulated actuarial loss on our Venezuela pension plan. This resulted in a decrease of $5.9 million in AOCI, inclusive of $2.6 million of tax benefits, and is discussed further in Note 25.
The cumulative income tax benefit related to the adjustments for pension and other long-term employee benefits for the year endedat December 31, 20142017 was $16.9$13.0 million. The cumulative income tax impactbenefit related to the adjustments for unrealized gain on derivatives at December 31, 2017 was $0.6 million.
 
Unrealized
Currency
Translation
Adjustments
Pension Plan
Adjustments
Unrealized
Gain on
Securities
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2015$(232.8)$(33.4)$0.1
$(3.2)$(269.3)
Current year deferrals to AOCI(59.4)(22.3)0.3
(2.5)(83.9)
Reclassifications from AOCI to Net income
(0.9)
3.7
2.8
Net Change(59.4)(23.2)0.3
1.2
(81.1)
Balance, December 31, 2016$(292.2)$(56.6)$0.4
$(2.0)$(350.4)
The cumulative income tax benefit related to the adjustments for pension benefits at December 31, 2016 was $19.1 million. The cumulative income tax benefit related to the adjustments for unrealized gain on derivatives at December 31, 2016 was $1.1 million.
 
Unrealized
Currency
Translation
Adjustments
Pension and
Other
Long-term
Employee
Benefit
Adjustments
Unrealized
Gain (Loss) on
Securities
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2014$(72.1)$(31.2)$(0.2)$0.2
$(103.3)
Current year deferrals to AOCI(160.7)(4.3)0.3
0.6
(164.1)
Reclassifications from AOCI to Net income
2.1

(4.0)(1.9)
Net Change(160.7)(2.2)0.3
(3.4)(166.0)
Balance, December 31, 2015$(232.8)$(33.4)$0.1
$(3.2)$(269.3)
The cumulative income tax benefit related to the adjustments for pension and other long-term employee benefits at December 31, 20142015 was a benefit of $13.4 million compared to the cumulative income tax expense at December 31, 2013 of $3.5 million. The income tax related to the change in the unrealized gain on derivatives for the year ended December 31, 2014 was $1.7 million. The cumulative income tax expensebenefit related to the adjustments for unrealized gain on derivatives at December 31, 2014 and 20132015 were $0.2 million and $1.9 million, respectively.
 
Unrealized
Currency
Translation
Adjustments
Pension and
Other
Long-term
Employee
Benefit
Adjustments
Unrealized
Loss on
Securities
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Income
Successor Balance, December 31, 2012$
$
$
$
$
Current year deferrals to AOCI24.3
7.5
(0.9)7.5
38.4
Reclassifications from AOCI to Net income


(4.4)(4.4)
Net Change24.3
7.5
(0.9)3.1
34.0
Successor Balance, December 31, 2013$24.3
$7.5
$(0.9)$3.1
$34.0
The income tax related to the changes in pension and other long-term employee benefits for the Successor year ended December 31, 2013 was $3.5 million. The cumulative income tax expense related to the adjustment for pension and other long-term employee benefits at December 31, 2013 was $3.5 million. The income tax related to the change in the unrealized gain on derivatives for the Successor year ended December 31, 2013 was $1.9 million. The cumulative income tax expense related to the adjustment for unrealized gain on derivatives at December 31, 2013 was $1.9 million.

 
Unrealized
Currency
Translation
Adjustments
Pension and
Other
Long-term
Employee
Benefit
Adjustments
Unrealized
loss on
securities
Unrealized
Gain (Loss) on
Derivatives
Accumulated
Other
Comprehensive
Income
Predecessor Balance, December 31, 2012$
$(142.3)$1.4
$
$(140.9)
Current year deferrals to AOCI
0.7
0.2

0.9
Reclassifications from AOCI to Net income




Net Change
0.7
0.2

0.9
Predecessor Balance, January 31, 2013$
$(141.6)$1.6
$
$(140.0)
The income tax related to the changes in pension and other long-term employee benefits for the Predecessor one month ended January 31, 2013 was $0.4 million. The cumulative income tax benefit related to the adjustment for pension and other long-term employee benefits at January 31, 2013 was $76.3 million. The income tax related to the change in the unrealized gain on derivatives for the Predecessor one month ended January 31, 2013 was $0.0 million. The cumulative income tax expense related to the adjustment for unrealized gain on derivatives at January 31, 2013 was $0.0 million. The income tax related to the change in the unrealized loss on securities for the Predecessor one month ended January 31, 2013 was $0.0 million. The cumulative income expense cost related to the adjustment for unrealized loss on securities at January 31, 2013 was $0.9 million.

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Table of Contents
Notes to Consolidated (Successor) and Combined (Predecessor)
Financial Statements
(In millions, unless otherwise noted)


(27)(25)    VENEZUELA
During the year ended December 31, 2017, we concluded there was an other-than-temporary lack of exchangeability between the Venezuelan bolivar and the U.S. dollar. This lack of exchangeability restricted our Venezuelan subsidiary's ability to pay dividends or settle intercompany obligations, which severely limited our ability to realize the benefits from earnings of our Venezuelan operations and access the resulting liquidity provided by those earnings.
Based on the fact that we believe this lack of exchangeability will continue, the continued political unrest, the recent drop in demand for our business and the expected losses we were forecasting for the foreseeable future, we concluded that we no longer met the accounting criteria of control in order to continue consolidating our Venezuelan operations and began accounting for our investments in our Venezuelan subsidiary under the cost method of accounting. As a result of this change, we recorded a loss of $70.9 million on our consolidated statement of operations. This loss was comprised of the subsidiary's net assets for $30.0 million, counterparty intercompany receivables with our Venezuela subsidiary for $35.0 million and unrealized actuarial losses associated with pension plans in AOCI of $5.9 million. The value of the cost investment and all previous intercompany balances are now recorded at zero as of December 31, 2017. Further, our consolidated balance sheet and statement of operations will no longer include the results of our Venezuelan operations. We will recognize income only to the extent that we are paid for inventory we sell or receive cash dividends from our Venezuelan legal entity.
For the years ended December 31, 2017, 2016 and 2015, our Venezuelan subsidiary's net sales represented $2.5 million, $50.8 million and $131.2 million of our consolidated net sales, respectively. For the years ended December 31, 2017, 2016 and 2015, our Venezuelan subsidiary represented a loss of $2.8 million, a loss of $36.5 million and income of $63.0 million of our consolidated income from operations, respectively. For the years ended December 31, 2017, 2016 and 2015, our Venezuelan subsidiary represented net losses of $5.8 million, $68.5 million and $32.0 million of our consolidated net income, respectively.
During the year ended December 31, 2016, the Company recorded an impairment charge on operating assets of $57.9 million, comprised of a $49.3 million write-down to customer relationship intangibles and an $8.6 million write-down to the net book value of our property, plant and equipment. The impairment charge was recorded within income from operations on the consolidated statement of operations, with $30.6 million and $27.3 million allocated to our Performance Coatings and Transportation Coatings operating segments, respectively.
In addition, during the years ended December 31, 2016 and 2015 we recorded impairment losses of $10.5 million and $30.6 million, respectively, at our Venezuelan subsidiary to write down the carrying value of a real estate investment to its fair value. The method used to determine fair values for both assets included using Level 2 inputs in the form of a sale and purchase agreement for the certain manufacturing assets and observable market quotes from local real estate broker service firms for the Venezuela real estate investment.

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Table of Contents
Notes to Consolidated Financial Statements
(In millions, unless otherwise noted)


(26)    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a summary of the quarterly results of operations for the Successor years ended December 31, 20142017 and 2013,2016, respectively (in millions, except per share data):
2014March 31
June 30(b)
September 30(b)
December 31(c)
Full Year
2017March 31
June 30(2)
September 30
December 31(3)
Full Year
Total revenue$1,054.4
$1,134.3
$1,115.8
$1,087.0
$4,391.5
$1,013.7
$1,094.6
$1,096.3
$1,172.4
$4,377.0
Cost of goods sold703.5
742.5
728.1
723.1
2,897.2
641.1
690.0
702.5
746.0
2,779.6
Net income (loss)(3.7)55.8
(18.3)0.9
34.7
65.9
(18.9)56.3
(55.6)47.7
Net income (loss) attributable to controlling interests(4.3)53.8
(19.9)(2.2)27.4
64.1
(20.8)54.9
(61.5)36.7
Basic net income (loss) per share(0.02)0.23
(0.09)(0.01)0.12
0.27
(0.09)0.23
(0.26)0.15
Diluted net income (loss) per share(0.02)0.23
(0.09)(0.01)0.12
0.26
(0.09)0.22
(0.26)0.15
  
2013
March 31(a)
June 30(a)
September 30December 31Full Year
2016(1)
March 31
June 30(2)
September 30
December 31(4)
Full Year
Total revenue$675.1
$1,122.2
$1,082.8
$1,106.7
$3,986.8
$963.2
$1,070.6
$1,026.3
$1,032.6
$4,092.7
Cost of goods sold539.1
788.5
739.1
706.1
2,772.8
606.4
649.0
630.4
641.8
2,527.6
Net income (loss)(156.5)(21.8)6.4
(47.0)(218.9)32.8
52.3
(5.4)(35.1)44.6
Net income (loss) attributable to controlling interests(157.8)(22.8)5.0
(49.3)(224.9)31.9
50.7
(6.6)(37.2)38.8
Basic net income (loss) per share(0.67)(0.10)0.02
(0.22)(0.97)0.13
0.21
(0.03)(0.16)0.16
Diluted net income (loss) per share(0.67)(0.10)0.02
(0.22)(0.97)0.13
0.21
(0.03)(0.16)0.16
 
(a)(1) The Company recorded $72.6 million and $31.1 millionresults include the impact of non-cash inventory adjustments associated with the fair value adjustment associated with our acquisitionrevenue corrections which revised previously reported financial data in all interim periods during the three monthsyear ended MarchDecember 31, 2013 and June 30, 2013, respectively.2016. See further discussion in Note 2.
(b) The Company recorded gains of $7.7 million and $7.3 million related to amendments to benefit plans during(2) During the three months ended June 30, 2014 and September 30, 2014, respectively.
(c) During the three-months ended December 31, 2014,2017, the Company recorded a $13.4loss in conjunction with the deconsolidation of its Venezuelan subsidiary of $70.9 million. During the three months ended June 30, 2016, the Company recorded an impairment charge of $10.5 million, pre-taxbased on our evaluation of the carrying value associated with our real estate investment in Venezuela. See further discussion in Note 25.
(3) During the three months ended December 31, 2017, the Company recorded a provisional net tax charge of $107.8 million ($112.5 million of net loss attributable to controlling interests) associated with the terminationU.S. Tax Cuts and Jobs Act legislation, resulting primarily from the write-down of net deferred tax assets to the lower enacted U.S. corporate tax rate of 21%. The provisionally estimated net tax charge reflects Axalta's current estimate of the management agreementnew legislation’s impact, which may differ with Carlyle Investment Management, L.L.C., uponfurther regulatory guidance, changes in Axalta's current interpretations and assumptions. Also during the completion of the IPO and a cumulative net benefit of $3.8 million ($0.4 million for the full year) associated with the correction of an error originating in prior periods. The Company concluded the error was not material to the current or previously reported periods.
Reclassification and revisions     
During the quarter ended September 30, 2014, the Company identified errors in the determination of the effective interest rate amortization for the Deferred Financing Costs and Original Issue Discounts that were incurred in 2013. The correction of these items impacted the consolidated balance sheet at December 31, 2013, and the consolidated statements of operations, and statements of comprehensive income (loss) for the yearthree months ended December 31, 2013. The Company assessed2017, we recorded restructuring costs associated with our Axalta Way initiatives of $28.7 million.
(4) During the applicable guidance and concluded that these errors were not material to the Company’s consolidated financial statements for the aforementioned prior periods; however,three months ended December 31, 2016, the Company did conclude that correcting these prior misstatements would be significant torecorded an impairment charge of $57.9 million, based on our evaluation of the carrying value associated with our long-lived operating assets in Venezuela. See further discussion in Note 25. Also during the three and nine-month periodsmonths ended September 30, 2014 consolidated statement of operations. The correction had an impact of $3.0 million, $5.1 million, $1.4 million and $2.0 million on Net income (loss) and Net income (loss) attributable to controlling interests in the first, second, third and fourth quarter of 2013, respectively. The correction had an impact of $2.8 million and $2.5 million on Net income (loss) and Net income (loss) attributable to controlling interests in the first and second quarters of 2014, respectively.December 31, 2016, we recorded restructuring costs associated with our Axalta Way initiatives for $36.6 million.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

133


ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Based on theirAs 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,10-K. There are inherent limitations to the Company’s principal executive officereffectiveness of any system of disclosure controls and principal financial officer have concluded that the Company’sprocedures. 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, 2017.
During the year ended December 31, 2017, we acquired eight businesses which we have excluded from management’s report on internal controls. The acquired businesses represented 2% and 5% of consolidated total assets and revenues, respectively, for the year ended December 31, 2017. The most significant acquisition, the North American Industrial Wood Coatings business from Valspar, represented 1% and 3% of consolidated total assets and revenues, respectively, for the year ended December 31, 2017. This exclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of a recent business combination may be omitted from management's report on internal control over financial reporting in the first year of consolidation.
Management 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(e)13a-15(f) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits15d-15(f) under the Exchange Act is recorded, processed, summarized and reported withinAct).
Management assessed the time periods specified in Securities and Exchange Commission rules and forms and to ensure that information required to be disclosedeffectiveness of the Company’s internal control over financial reporting based on the criteria set forth by the CompanyCommittee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2017, the reports that it files or submits under the Exchange ActCompany's internal control over financial reporting was effective.
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 accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.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, 20142017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management report on internal control over financial reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
ITEM 9B. OTHER INFORMATION
None.


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Table of Contents

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 20152018 Annual General Meeting of Members (the "Proxy Statement") which the Company anticipates filing with the Securities and Exchange Commission, 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 electedappointed by the Board of Directors. The information required by this item concerning the Company’s executive officers is incorporated by reference herein from Part I of the Proxy Statement under the caption "Executive Officers." 
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 - Board Committees - Audit Committee", "Corporate Governance Matters and Committees of the Board of Directors - Policies on Corporate Governance"Directors", and "Section 16(a) Beneficial Ownership Reporting Compliance", 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", "Potential Payments upon Termination or Change-in-Control""Executive Compensation", "Compensation Committee Interlocks and Insider Participation", 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 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 captionscaption "Proposal No. 4: Ratification ofApprove the Appointment of the Independent Registered Public Accounting Firm"Firm and "Independent Registered Public Accounting Firm"Auditor" and is incorporated herein by reference.


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Table of Contents

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)    The Company's 20142017 Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor) 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 Successor years ended December 31, 20142017, 2016 and 2013 and the Predecessor period January 1, 2013 through January 31, 2013 and the Predecessor year ended December 31, 2012.
The following Consolidated Financial Statement Schedule2015 should be read in conjunction with the previously referenced financial statements:
Schedule II Valuation and Qualifying Accounts
(a)(3) Exhibits - See the Exhibit Index for the exhibits filed with this Annual Report on Form 10-K or incorporated by reference.

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Table of Contents

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
Allowance for Doubtful Accounts for the Successor and Predecessor years ended December 31, and the Predecessor period from January 1, 2013 to January 31, 2013:
31:
(in millions)Balance at Beginning of YearCharged to Expenses
Deductions(1)
Balance at End of Year
Successor    
2014$6.5
$5.1
$1.7
$9.9
2013
5.4
(1.1)6.5
Predecessor    
January 1 through January 31, 2013$29.6
$0.2
$(1.1)$30.9
201231.4
5.0
6.8
29.6
(in millions)Balance at Beginning of YearAdditions
Deductions (1)
Balance at End of Year
2017$13.7
3.5
(1.3)$15.9
201610.7
3.4
(0.4)13.7
2015$9.9
4.9
(4.1)$10.7
(1)Deductions include uncollectible accounts written off and foreign currency translation impact.

137

Table of Contents



SIGNATURES
Pursuant toDeferred tax asset valuation allowances for 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 March 13, 2015.
years ended December 31:
(in millions)Balance at Beginning of Year
Additions (1)
Deductions (1)
Balance at End of Year
2017$135.4
78.8

$214.2
2016127.8
9.6
(2.0)135.4
2015$101.9
34.4
(8.5)$127.8
AXALTA COATING SYSTEMS LTD.
(1)
By:/s/ Charles W. Shaver
Charles W. Shaver
Chairman of the BoardAdditions and Chief
Executive Officer
deductions include charges to goodwill and foreign currency translation impact.

Pursuant to the requirements(a)(3)    The following exhibits are filed as a part of, the Securities Exchange Act of 1934, the registrant has duly causedor incorporated by reference into, this report to be signed on its behalf by the undersigned duly authorized. 
SignatureTitleDate
/s/ Charles W. Shaver
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
March 13, 2015
Charles W. Shaver
/s/ Robert W. BryantExecutive Vice President and Chief Financial Officer (Principal Financial Officer)March 13, 2015
Robert W. Bryant
/s/ Sean M. Lannon
Vice President and Global Controller
(Principal Accounting Officer)
March 13, 2015
Sean M. Lannon
/s/ Orlando A. BustosDirectorMarch 13, 2015
Orlando A. Bustos
/s/ Robert M. McLaughlinDirectorMarch 13, 2015
Robert M. McLaughlin
/s/ Andreas C. KramvisDirectorMarch 13, 2015
Andreas C. Kramvis
/s/ Martin W. SumnerDirectorMarch 13, 2015
Martin W. Sumner
/s/ Wesley T. BieligkDirectorMarch 13, 2015
Wesley T. Bieligk
/s/ Gregor P. BöhmDirectorMarch 13, 2015
Gregor P. Böhm
/s/ Allan M. HoltDirectorMarch 13, 2015
Allan M. Holt
/s/ Gregory S. LedfordDirectorMarch 13, 2015
Gregory S. Ledford

138


EXHIBIT INDEXForm 10-K.
EXHIBIT NO.DESCRIPTION OF EXHIBITS
  
2.1*
  
2.2*
  
3.1*
  
3.2*
  
4.1*Indenture governing the 7.375% Senior Notes due 2021, dated February 1, 2013 (the "Dollar Senior Notes Indenture"), among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.) as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.2*Form of 7.375% Senior Note due 2021 (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.3*First Supplemental Indenture to the Dollar Senior Notes Indenture, dated April 26, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.4*First Supplemental Indenture to the Dollar Senior Notes Indenture, dated May 10, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.5*Third Supplemental Indenture to the Dollar Senior Notes Indenture, dated July 18, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.6*Fourth Supplemental Indenture to the Dollar Senior Notes Indenture, dated July 29, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.7*Fifth Supplemental Indenture to the Dollar Senior Notes Indenture, dated September 17, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)

139

Table of Contents

  4.8*Sixth Supplemental Indenture to the Dollar Senior Notes Indenture dated September 18, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  4.9*Seventh Supplemental Indenture to the Dollar Senior Notes Indenture, dated December 27, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.10*Eighth Supplemental Indenture to the Dollar Senior Notes Indenture, dated July 1, 2014, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.11*Indenture governing the 5.750% Senior Secured Notes due 2021, dated February 1, 2013 (the "Euro Senior Notes Indenture"), among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.) as Issuers, the Guarantors named therein, Wilmington Trust, National Association, as Trustee and Collateral Agent, Citigroup Global Markets Deutschland AG, as registrar, and Citibank B.A. London Branch, as Paying Agent and Authenticating Agent (incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.12*Form of 5.750% Senior Secured Note due 2021 (incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.13*First Supplemental Indenture to the Euro Senior Notes Indenture, dated April 26, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.13 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.14*First Supplemental Indenture to the Euro Senior Notes Indenture, dated May 10, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.14 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.15*Third Supplemental Indenture to the Euro Senior Notes Indenture, dated July 18, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.15 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.16*Fourth Supplemental Indenture to the Euro Senior Notes Indenture, dated July 29, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.16 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.17*Fifth Supplemental Indenture to the Euro Senior Notes Indenture, dated September 17, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.17 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)

140

Table of Contents

4.18*Sixth Supplemental Indenture to the Euro Senior Notes Indenture, dated September 18, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.18 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.19*Seventh Supplemental Indenture to the Euro Senior Notes Indenture, dated December 27, 2013, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.19 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.20*Eighth Supplemental Indenture to the Euro Senior Notes Indenture, dated July 1, 2014, among U.S. Coatings Acquisition Inc. (n/k/a Axalta Coating Systems U.S. Holdings, Inc.) and Flash Dutch 2 B.V. (n/k/a Axalta Coating Systems Dutch Holding B B.V.), as Issuers, the Guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.20 to the Registrant's Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
4.21*Specimen Common Share Certificate (incorporated by reference to Exhibit 4.21 ofto 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.)2014)
4.2*

4.3*
  
10.1*
  
10.2*
  
10.3*
  
10.4*
10.5*
10.6*
10.7*
  
10.5*10.8*Security Agreement, dated February 1, 2013, among the Grantors referred to therein and Wilmington Trust, National Association, as Collateral Agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.6*
  
10.7*10.9*Intellectual Property Security Agreement, dated February 1, 2013, between the U.S. Coatings IP Co. LLC (n/k/a Axalta Coating Systems USA IP Co. LLC) and Wilmington Trust, National Association, as collateral agent (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.8*

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Table of Contents

  
10.9*10.10*
  

10.10*
10.11*
  
10.11*10.12*
10.12*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 Wilmington Trust, National Association, as collateral agent (incorporated by reference to Exhibit 10.12 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*
  
10.14*
  
10.15*
  
10.16*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 Wilmington Trust, National Association, as collateral agent for the secured parties (incorporated by reference to Exhibit 10.16 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*
  
10.18*10.17*
  
10.19*10.18*
  

142

10.19*
Table of Contents

10.20*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)
  
10.21*10.20*
  
10.22*10.21*Global Assignment Agreement, made on 29 July 2013, between Axalta Coating Systems Beteiligungs GmbH (f/k/a Germany Coatings Co GmbH) and Barclays Bank PLC, as collateral agent and collateral sub-agent (incorporated by reference to Exhibit 10.22 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*
  

10.24*
10.22*
  
10.25*10.23*
  
10.26*10.24*
  
10.27*10.25*Share Pledge Agreement, made on 24 July 2013, between Axalta Coating Systems Beteiligungs GmbH (f/k/a Germany Coatings 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 10.27 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*
  
10.29*10.26*
  
10.30*10.27*
  
10.31*10.28*
  

143

10.29*
Table of Contents

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*10.30*
  
10.34*10.31*
  
10.35*10.32*
  
10.36*10.33*
  

10.37*
10.34*
  
10.38*10.35*
  
10.39*10.36*
10.40*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 favour 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)
  
10.41*10.37*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 Wilmington Trust, National Association, as collateral agent appointed pursuant to the Secured Notes Indenture (incorporated by reference to Exhibit 10.41 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*

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Table of Contents

10.43*Debenture, dated 25 March 2014, by Axalta Coating Systems U.K. (2) Limited in favour of Wilmington Trust, National Association, as collateral agent under the Secured Notes Indenture (incorporated by reference to Exhibit 10.43 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
  
10.44*10.38*
  
10.45*10.39*Security Over Shares Agreement, dated 25 March 2014, between Axalta Coating Systems Belgium BVBA and Wilmington Trust, National Association, as collateral agent appointed pursuant to the Secured Notes Indenture (incorporated by reference to Exhibit 10.45 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198271), originally filed with the SEC on August 20, 2014)
10.46*
  
10.47*10.40*
10.41*

  
10.48*10.42*Form of Indemnification Agreement (incorporated by reference to Exhibit 10.48 of 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)
10.49*Employment Agreement between Charles W. Shaver and Coatings Co. U.S. Inc., dated October 26, 2012 (incorporated by reference to Exhibit 10.49 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)
10.50*Employment Agreement between Robert W. Bryant and Coatings Co. U.S. Inc., dated January 12, 2013 (incorporated by reference to Exhibit 10.50 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)
10.51*Employment Agreement between Steven R. Markevich and Coatings Co. U.S. Inc., dated May 2, 2013 (incorporated by reference to Exhibit 10.51 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)
10.52*Employment Agreement between Joseph F. McDougall and Coatings Co. U.S. Inc., dated May 1, 2013 (incorporated by reference to Exhibit 10.52 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)
10.53*Employment Agreement between Michael Finn and Coatings Co. U.S. Inc., dated March 26, 2013 (incorporated by reference to Exhibit 10.53 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)
10.54*Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.54 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)
10.55*
  
10.56*10.43*
  
10.57*10.44*
  
10.58*10.45*
  

145

10.46*
Table of Contents

10.59*Form of Restricted Stock Unit Agreement under the Axalta Coating Systems Ltd. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.59 ofto 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)
  
10.60*10.47*

10.48*
10.49*
10.50*
10.51*
10.52*
  
10.61*10.53*
  
10.6210.54*Principal Stockholders
  
21.1*10.55*List
  
23.210.56*Consent
  
24.110.57Powers
21.1
23.1
  
31.1
  
31.2
  
32.1††
  
32.2††
  
101†INS - XBRL Instance 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
  
*Previously filed.
  

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
  
††
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.
ITEM 16. FORM 10-K SUMMARY
None.

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 22, 2018.
AXALTA COATING SYSTEMS LTD.
By:/s/ Charles W. Shaver
Charles W. Shaver
Chairman of the Board and Chief
Executive Officer
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. 
SignatureTitleDate
/s/ Charles W. Shaver
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
February 22, 2018
Charles W. Shaver
/s/ Robert W. BryantExecutive Vice President and Chief Financial Officer (Principal Financial Officer)February 22, 2018
Robert W. Bryant
/s/ Sean M. Lannon
Vice President, Corporate Finance and Global Controller
(Principal Accounting Officer)
February 22, 2018
Sean M. Lannon
/s/ Mark GarrettDirectorFebruary 22, 2018
Mark Garrett
/s/ Deborah J. KissireDirectorFebruary 22, 2018
Deborah J. Kissire
/s/ Andreas C. KramvisDirectorFebruary 22, 2018
Andreas C. Kramvis
/s/ Elizabeth C. LempresDirectorFebruary 22, 2018
Elizabeth C. Lempres
/s/ Robert M. McLaughlinDirectorFebruary 22, 2018
Robert M. McLaughlin
/s/ Lori J. RyerkerkDirectorFebruary 22, 2018
Lori J. Ryerkerk
/s/ Samuel L. SmolikDirectorFebruary 22, 2018
Samuel L. Smolik



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