Washington, D.C. 20549
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Table of Contents
PART I
ITEM 1. BUSINESS
Axalta Coating Systems Ltd. ("Axalta," the "Company," "we," "our" and "us"), a Bermuda exempted holding company incorporated in 2012, is a leading global manufacturer, marketer and distributor of high performancehigh-performance coatings systems. We have over a 150-year heritage in the coatings industry and are known for manufacturing high-quality products with well-recognized brands supported by market-leading technology and customer service. Over the course of our history, we have remained at the forefront of our industry by continually developing innovative coatings technologies designed to enhance the performance and appearance of our customers' products, while improving their productivity and profitability.
Axalta is a Bermuda exempted company incorporated at the direction of an affiliate of The Carlyle Group L.P. ("Carlyle") 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.
Axalta is a holding company with no business operations or assets other than primarily cash and cash equivalents. Our global operations are conducted by indirect wholly-owned subsidiaries and indirect majority-owned subsidiaries.
Our diverse global footprint of 48 manufacturing facilities, 4 technology centers, 54 customer training centers and approximately 14,000 people 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 approximately 4,000 independent, locally-basedlocally based distributors. Our scale and strong local presence are critical to our success, allowing us to leverage our technology portfolio and customer relationships globally while meeting customer demands locally. We operate our business in two operating segments, Performance Coatings and TransportationMobility Coatings, serving four end-markets globally as highlighted below.
The table above reflects numbers for the year ended December 31, 2019. Adjusted EBIT Margin is calculated as Adjusted EBIT divided by Net sales. See the discussion and reconciliation of segment Adjusted EBIT to the closest U.S. GAAP numbersincome before income taxes in Item 7 and Note 20 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The table above reflects numbers for the year ended December 31, 2021. Adjusted EBIT Margin is calculated as Adjusted EBIT divided by net sales.
Net sales for our four end-markets and four regions for the year ended December 31, 20192021 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 both large regional and global original equipment manufacturers ("OEMs") and to a fragmented and local customer base, as well as a number of regional and global customers.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, owners’owners' propensity to repair their vehicles, the number of miles vehicle owners drive and the size of the car parc. Although refinish coatings typically represent only a small portion of the overall vehicle repair cost, they are critical to the vehicle owner’sowner'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, it can significantly impactreduce 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.
During 2021, we acquired U-POL Holdings Limited ("U-POL") a leading manufacturer of repair and refinish products used primarily for automotive refinish and aftermarket protective applications. The business produces a wide range of high-quality automotive refinishing products including fillers, aerosols, and adhesives as well as industry leading protective coatings. U-POL sells its products in over 100 countries and is widely known for its leading brands, including Raptor®, Dolphin®, and Gold™, among others. Axalta expects to accelerate the growth of U-POL's products by expanding market access through our existing sales and distribution channels while leveraging U-POL's distribution channels to extend the reach of its Refinish Coatings portfolio to new customers. U-POL's expertise in refinish accessories and protective coatings is highly complementary to Axalta's business and expands our addressable market into the important and growing mainstream and economy-based refinish segment as well as the consumer do-it-yourself aftermarket.
Industrial
The industrial end-market is comprised of liquid and powder coatings used in a broad array of end-marketend-business applications. Within the industrial end-market, we focus on the following:
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• | •General Industrial: coatings for a wide and diverse array of applications, including racking and shelving, metal furniture, pipe and tube, metal enclosures and fencing, industrial components, and power storage and electrical boxes. •Energy Solutions: liquid solutions to insulate copper wire used in motors and transformers and coatings to insulate sheets forming magnetic circuits of motors and transformers, computer elements and other electrical devices to provide increased motor and power efficiency, critical for today's automotive applications and focused on support for wind energy and new electric vehicles. Powder solutions provide motor and battery protection and insulation to enable engineering design. •Architectural: powder and liquid coatings for applications such as window frames, curtain walls, and claddings, typically used in residential, industrial, commercial, and monumental buildings. Architects and designers can benefit from the advice of color experts and the latest trend collections available in our dedicated color experience rooms and online tools. •Transportation: liquid and powder coatings for vehicle components, chassis, and wheels to protect against corrosion, provide increased durability and impart appropriate aesthetics. Total solutions to support agriculture, construction and earth moving market for protection and appearance requirements. •: coatings for a wide and diverse array of applications, including HVAC, shelving, appliances and electrical storage components, metal furniture, industrial components, sports equipment and playground equipment as well as ACE, fencing, valves and specialized coatings used for coating the interior of metal drums and packaging and coatings for the exterior of glass bottles. |
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• | 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, computer elements and other electrical components.
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• | Architectural: exterior powder and liquid coatings typically used in the construction of extrusions for commercial structures, residential windows, doors and cladding.
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• | Transportation: liquid and powder coatings for vehicle components, chassis and wheels to protect against corrosion, provide increased durability and impart appropriate aesthetics.
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• | 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. |
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• | 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.
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• | Wood: coatings utilized in OEM and aftermarket industrial wood markets, including building 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. •Building Products: coatings utilized in OEM and aftermarket industrial construction and building markets, including external building materials, cabinets, flooring and furniture. |
Demand in this end-market is driven by a wide variety of macroeconomic factors, such as growth in GDP, new residential and commercial construction, as well as automotive production, and industrial production. There has also been an increase in demand for products that enhance environmental sustainability, corrosion resistance, productivity, and color aesthetics. These global trends are affected by regionalaesthetics, which we provide through a combination of e-coat, waterborne, solventborne and industry specific trends.powder technologies. Customers select industrial coatings based on protection, durability and appearance.appearance, with a drive for improved product and application sustainability.
With the increased global demand for electric vehicles skyrocketing, electric vehicle ("EV") manufacturers are designing and searching for solutions to power their vehicles, with innovation to extend performance and improve safety. Electric motors, batteries and EV powertrain components require protective coatings to maintain optimal temperatures, reduce the risk of fire and corrosion damage as well as to prevent electromagnetic interference. By leveraging Axalta's deep expertise in energy solutions coupled with our deep knowledge of the automotive industry and the eMobility market, Axalta has developed coating solutions tailored to the unique needs of the evolving EV industry.
Performance Coatings Products and Brands
We offer a comprehensive range of specially-formulated waterborne and solventborne products and systems used by the global automotive refinish industry to repair damaged vehicles. Our refinish products and systems includecomprise a range of coatings layers, including fillers, aerosols and adhesives acquired with the 2021 U-POL acquisition, required to match the vehicle’svehicle's color and appearance, producing a repair surface indistinguishable from the adjacent surface.
We provide systems that enable body shops to match more than 200,000 color variations, using a database with more than four million formulations, in the global market. Our color technology is manifested in the pigment and dispersion technology that are utilized in our tints, one of the most technologically advanced parts of the refinish coatings system, which makes up most of our products in a body shop. We have a large color library and several well-known, long-standing premium brands, including Cromax®, Standox®, Spies Hecker®, Syrox™, and our newest mainstream product, Syrox™Raptor®, 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, 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 Acquire Plus EFX™ hand-held spectrophotometer. The Acquire Plus EFX reads the vehicle color, evaluating both the unique flake and color characteristics of the specific vehicle. These characteristics may vary significantly, even for vehicles of the same make, model and original color, due to a variety of factors, including a vehicle’svehicle's age, plant at which it was assembled, weather conditions and operating history. The Acquire Plus EFX electronically connects with our ColorNet® database and generates for the body shop technician the precise mix of tints and colors needed to recreate that specific color for the part being repaired. In addition to the Acquire Plus EFX, we offer customers several other color matching tools, including our VINdicator® database, which identifies vehicle color based on its vehicle identification number, and traditional color matching fan decks.
We 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 components, 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,materials, cabinet, wood and luxury vinyl flooring and furniture end-marketsmarkets in North America. Our liquid systems are used to provide insulation and corrosionthermo-mechanical protection for electrical conductors and components, provide chemical resistance for the interiors of metal packaging drums,devices, protect automotive parts and serve as primers, basecoats, and clearcoats for alloy and steel wheels.wheels, and provide weatherability and corrosion protection for metal building and infrastructure projects. Powder coatings, both thermoset and thermoplastic, products are often an environmentally responsible, higher transfer efficiency alternative to liquid coatings. These coatings are typically electrostatically sprayed using a specialized spray gun and cured to create a uniform, high-quality finish. In the oil & gas industry, our powder and liquid products are used to protect components from corrosion and severe conditions such as extreme temperatures.temperatures, pressures, and harsh chemicals.
Our major industrial brands include Voltatex®Imron® Industrial, Tufcote™ Industrial, Corlar™ Industrial, Strenex™ Industrial, PercoTop®, Voltatex®, AquaEC™, Durapon®Durapon®, Hydropon™, UNRIVALED™, Tufcote™, and Ceranamel®Ceranamel® for liquid coatings and Alesta®Alesta®, Nap-Gard®Teodur®, Abcite®Nap-Gard®, Abcite® and Plascoat® Plascoat® for powder.powder coatings.
Performance Coatings Sales, Marketing and Distribution
We leverage a large global refinish sales and technical support team to effectively serve our broad refinish customer base of approximately 80,000 body shops. Most of our products are supplied by our network of approximately 4,000 independent local distributors. In select regions, including parts of Europe, we also sell directly to body-shop 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 and continue to contribute to our success in the global refinish market.
Our large sales force manages relationships directly with our end-customers to drive demand for our products, which in turn are purchased through customers in our distributor network. Due to the local nature of the refinish industry, our sales force operates on a regional/country basis to provide clients with responsive customer service and local insight. As part of their coverage efforts, salespeople introduce new products to body shops and provide technical support and ongoing training. We have 5448 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’ssupplier's products. The proprietary nature of a coatings supplier’ssupplier's color systems, the substantial inventory needed to support a body shop and the body shop’sshop's familiarity with an established brand lead to high levels of customer retention. Our customer retention rate levels have been and continue to be strong.
To effectively reach ourOur large direct sales team in industrial serves the end customers, in the industrial end-market we generally shipdriving demand which is then primarily filled directly or through channels of distribution and e-commerce. We leverage athis dedicated sales force and technical service team that operates on ato provide regional basis.support and focus global innovation projects to meet the evolving market needs. 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 130140 countries. Our top ten customers accounted for approximately 20%18% of our Performance Coatings net sales during the year ended December 31, 2019.2021.
In our industrial and refinish end-markets we serve both large OEMs and a broad, fragmented customer base. Our industrial end-market is comprised of a wide variety of industrial manufacturers, while our refinish end-market is primarily comprised of approximately 80,000 body shops, including:
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• | •Independent Body Shops: Single location body shops that utilize premium, mainstream or economy brands based on the local market. •Multi-Shop Operators ("MSOs"): Body shops with more than five locations focused on providing premium paint jobs with industry leading efficiency. MSOs use premium/mainstream coatings and state-of-the-art painting technology to increase shop productivity, allowing them to repair more vehicles faster. • Single location body shops that utilize premium, mainstream or economy brands based on the local market. |
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• | 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.
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• | Original Equipment Manufacturer 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,AkzoNobel, BASF and AkzoNobel,PPG, but we also compete against local and regional players in local markets. Similarly, in the industrial end-market, we compete against multi-national suppliers, such as AkzoNobel, PPG and Sherwin-Williams, as well as a large number of local and regional players in local markets. We are one of the few performance coatings companies that can provide the customer service, total technology solutions, color design capability and the product performance necessary to deliver exceptional value to our customers.
TransportationMobility Coatings
Through our TransportationMobility Coatings segment, we provide advanced coatings technologies to OEMswhile focusing on supporting the accelerating demand for e-mobility and the evolving coatings needs of established and emerging light and commercial vehicles.vehicle OEMs, fleet owners and shared mobility providers. These increasingly global customers are faced with evolving megatrends in sustainability, personalization and autonomous driving that require a high level of technical support coupled with productive, environmentally responsible coatings systems that can be applied with a high degree of precision, consistency and speed.
Our solutions portfolio brings together the best of Axalta's experience and innovation into three categories: Core Mobility Solutions, Advanced Mobility Solutions and Axalta Advantage.
•Core Mobility Solutions comprises Axalta's best-in-class basecoats and clearcoats for color and beautification along with primers, electrocoats and powder applications for surface protection.
•Advanced Mobility Solutions encompasses products and applications for mass customization, two-tone and digital paint. It includes coatings with enhanced functionality that improve LiDAR and radar performance and exterior protection for electric vehicle platforms and components.
•Axalta Advantage features expert services and consulting to improve productivity in and outside the paint shop, including application design, process improvement, cost and CO2 modeling, and troubleshooting.
Mobility Coatings End-Markets
Light Vehicle
Demand for light vehicle products is driven by the production of light vehicles in a particular region. Light vehicle OEMs select coatings providers on the basis of their global ability to deliver core and advanced technological solutions that improve exterior appearance and durability and provide long-term corrosion protection. These customers also look for suppliers that offer sustainable solutions that aid in the customer portfolio transformation and can enhance process efficiency to improve productivity and provide superior technical service 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, people expertise, innovative technology platforms, and customer focus, position us to be a global partner and solutions provider to the most discerning and demanding light vehicle OEMs. We 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, automotive plastics supplies, increasingly complex colors and environmentally responsible coatings while continuing to simplify and reduce steps in the coating application process.
Commercial Vehicle
Sales in the commercial vehicle end-market are generated from a variety of applications, including non-automotive transportation (e.g.(i.e., HDT, bus and rail), motorcycles, marine and aviation, 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.
standards for sustainability.
Commercial vehicle OEMs select coatings providers on the basis of their ability to consistently deliver advanced technological solutions that improve exterior appearance, protection and durability and provide extensive color libraries and matching capabilities at the lowest total cost-in-use, while meeting stringent environmental requirements. Particularly for HDT applications, truck owners demand a greatersignificant 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.
TransportationMobility Coatings Products and Brands
We develop and supply a complete coatings product line for light vehicle OEMs. ProductsOur products are designed to enhance the styling and appearance of a vehicle’svehicle'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.
The coatings operation is a critical component of the vehicle assembly process, requiring a high degree of precision, speed and productivity. The paint shop process typically includes a dip process, three application zones and three high-temperature ovens that cure each coating layer at temperatures ranging from 320°F to 400°F (i.e., "high bake"). Our key products consist of the four main coatings layers: electrocoat (AquaEC™), primer (HyperDur™), basecoat (ChromaDyne™) and clearcoat (Lumeera™).
The coatings process accounts for a majority of the total energy consumed during the vehicle manufacturing process. As a result, we have developed Harmonized 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.
In today's existing transportation ecosystem, coatings provide essential beauty and color to vehicle bodies while adding corrosion and impact protection. As the industry evolves, each dimension of mobility – electric vehicles, shared transportation and autonomous driving – requires coatings with advanced functionality that, in addition to aesthetics and protection, contributes to the efficiency of electrification, vehicle design, navigation and passenger safety, among other areas. The evolution of mobility creates tremendous opportunities for OEMs but requires them to undertake significant shifts in how they design and produce vehicles. OEMs are also increasingly looking to reduce the weight of vehicles in response to 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, LiDAR and Radar sensory, each of which requires specialized coatings formulations to create a uniform color and finish. We continue to innovate with our OEM customers in driving this trend, as evidenced by use of our coatings on their flagship vehicle platforms.
We also develop and supply a wide array of coatings systems for a broad range of commercial vehicle applications including HDT, bus and rail. 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 75,000 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’struck's exterior do not deform during the bake process. Truck owners demand a wide variety of custom colors that are formulated using a combination of on-site mixing machines at the OEM or direct shipments of premixed high-volume colors from us. Our commercial vehicle brands include Imron®, Imron Elite®, Centari®, Rival®, Corlar® epoxy undercoats and AquaEC™.
TransportationMobility Coatings Sales, Marketing and Distribution
We have full-time technical representatives stationed at certain 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’scustomer's build schedule.
We sell and ship products directly to light vehicle OEMs in each of our four regions coordinated via a global point of contact for each customer and assist OEMs with on-site customer support. Located in 11 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 to optimize the painting process and by providing responsive customer support.
TransportationMobility Coatings Customers
We provide our products and services to light and commercial vehicle customers at over 200 assembly plants worldwide, including nineall 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 65%67% of our TransportationMobility Coatings net sales during the year ended December 31, 2019.2021.
TransportationMobility 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.Pacific and EMEA. 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 OEM 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 seven broad categories: liquid resins, powder resins, pigments, solvents, monomers, isocyanates and additives. On average, our total raw material spend represents between 45%40% and 55%50% of our cost of sales.sales, even during 2021 despite significant raw material inflation experienced throughout the year. We purchase raw materials from a diverse group of suppliers, with our top ten suppliers representing approximately 32%33% of our 20192021 spending on raw materials.
Approximately 65% 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. The dynamics of supply and demand play a much more critical role in our cost of raw materials than just the price of crude oil. Non-petrochemical based inputs such as minerals that are used to manufacture coating pigments are not significantly affected by volatility in crude oil 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 certain limited circumstances, contractual raw material recovery mechanisms. Since 2001, our variable cost of sales has remained stable between 35% and 43%45% of net sales.sales, even during 2021 despite significant raw material inflation experienced throughout the year.
RESEARCH AND DEVELOPMENT
Our focus on technology has allowed us to proactively provide customers with next-generation offerings that enhance product performance, improve productivity and satisfy increasingly strict environmental regulations. Since our entry into the coatings industry over 150 years ago, we believe we have consistently been at the forefront of coatings technology innovation. These innovations have played a fundamental role in our ability to maintain and grow our global market share as well as deliver substantial financial returns.
We believe that we are a technology leader well positioned to benefit from continued industry shifts in customer needs. Our markets are among 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, including research and development as well as technical support and manufacturing. In total, as of December 31, 2019,2021, we have approximately 1,4001,300 people dedicated to technology development. We operate four major technology centers throughout the world where we develop and align our technology investments with regional business needs complemented by approximately 3028 regional laboratories which provide local connection to our global customer base. This includes our Global Innovation Center located in Philadelphia, Pennsylvania, which opened in 2018 for global research, product development and technology initiatives.
PATENTS, LICENSES AND TRADEMARKS
As of December 31, 2019,2021, we had a global portfolio of approximately 750740 issued patents and more than 400480 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, 2019, 1822021, approximately 230 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 significant 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, ColorNet®, Corlar®, Cromax®, Cromax Mosaic®, Durapon 70®, DuxoneTM, Harmonized Coating Technologies®, Hydropon®, Imron®, Imron EliteTM, Imron ExcelProTM, LutophenTM, Nap-Gard®, Nason®, Raptor®, Rival®, Spies Hecker®, Standox®, StollaquidTM, SyntopalTM, SyroxTM, U-POLTM, Vermeera® and Voltatex®, which are protected under applicable intellectual property laws and are 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
At December 31, 2019,2021 we were party to 11eight joint ventures, of which fourthree were focused onin the refinishindustrial end-market, three were focused onin the light vehicle end-market threeand two were focused onin the industrial end-market and one was focused on the commercial vehiclerefinish end-market. At December 31, 2019,2021 we were the majority shareholder, and/or exercise control, in our eight consolidatedsix joint ventures.ventures, which we consolidated. Our fully consolidated joint venture-related net sales were $254.7$80.7 million, $315.6$76.3 million, and $296.0$254.7 million for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, 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."obligations".
EMPLOYEES
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
During January 2022, we announced a new environmental, social and governance ("ESG") framework, which is structured under three key pillars and the related goals:
•Planet Solutions: Focused on ensuring a more sustainable future for the planet, this first pillar includes a series of goals aimed at improving the Company's environmental performance and reducing the impact of its global operations, including our goals to achieve an absolute reduction of 50 percent of Scope 1 and 2 greenhouse gas (GHG) emissions by 2030, as well as a goal to become carbon neutral in our operations by 2040 – one decade ahead of the deadline set by the Paris Agreement on Climate Change. In addition to these reduction targets, Axalta is taking steps towards our goal of a 10 percent reduction of VOC emissions, process waste, and water use from operations by 2030.
•Business Solutions: This second pillar concentrates on how Axalta's products, services, and technology can help customers design and manufacture their finished products to help accelerate their own sustainability initiatives and achievements. Axalta is committing to deliver sustainability benefits from 80 percent of its new technology and innovation developments by 2030 and increasing, by at least 20 percent, the total percentage of net sales derived from products, services, and tools that offer sustainability benefits.
•People Solutions: Building on Axalta's corporate culture, which is rooted in inclusivity, integrity, safety, and engagement, this third pillar will ensure that the Company continues operating and fostering an environment where all of our people can thrive. The Company is committing to creating a more diverse and inclusive environment that results in increasing the representation of women in management positions globally to at least 30 percent by 2030. Axalta will continue to support its local communities via its Bright Futures Program, which includes STEM and vocational scholarships.
HUMAN CAPITAL RESOURCES
Our success is realized through the engagement and commitment of our people.As of December 31, 2019,2021, we had approximately 14,000 people located throughout13,000 team members, including 12,000 employees and 1,000 contractors, with 25% of our team members based in the world consistingU.S. and 75% based in international locations. Our workforce is distributed globally, with approximately 44% in the Americas, 39% in EMEA and 17% in Asia Pacific.
Axalta's ability to attract, develop and retain highly skilled talent requires us to focus on the growth and well-being of each team member. As a global coatings manufacturer, we have a wide range of employees, including but not limited to management professionals, scientists, technicians, engineers, sales, technical, manufacturing operations, supply chain, administrative and customer service personnel.
As We drive to create a performance-driven culture where employees feel included and find a sense of December 31, 2019, approximately 42%belonging. It is also important that we provide an environment that fosters inclusivity and embraces diversity where everyone feels they have a voice and their contributions are valued. In support of this, our first all employee engagement survey took place in 2021. Capturing the voice of our people globally were covered by organized labor agreements, including works councils, with fewer than 10 people inemployees through this survey provided actionable insights into the United States covered by organized labor agreements. We considerspecific tools, processes, and other factors that enable our employee relationsemployees to be good overall.
ENVIRONMENTAL, HEALTH AND SAFETYperform at their best.
We strive to provide a wide variety of opportunities for growth for our employees, including online trainings, on-the-job experience, education tuition assistance and financial counseling. We also aim to provide competitive compensation and benefits across all of our global locations.
In addition, the health and well-being of our employees is foundational to Axalta's success. In 2020, we launched "Flex Your Work", a program that is intended to support the work-life balance of our office-based employees by allowing them to work from home up to two days a week. We are also committed to environmental stewardship andproviding a workplace that enables team members to health,operate safely, including safety and sustainability excellence in our global operations. As such, we operate in compliance with applicable laws and regulations governingprotocols to ensure the protection of the environment and health and safety of our employees and neighboring communities.
during the COVID-19 pandemic. Safety is integrated intoingrained in the way we do business. Ourbusiness and our safety program is structured on the foundation that every employee is engaged and committed to improving safe operating practices and eliminating injuries. When health and safety incidents do occur, we strive to determine the causes and eliminate the potential for future similar incidents. In 2019, Axalta’s2021, Axalta's injury and illness performance resulted in a 0.270.24 OSHA Recordable Incident Rate ("TRIR"), compared to the 1.91.6 OSHA Recordable Incident Rate for the Paint and Coating Manufacturing Industry (according to the US Bureau of Labor Statistics 2020 data). An internal review revealed that, for 2017-2020, we had miscalculated our TRIR. Our TRIR for each of 2017, 2018, data).2019 and 2020, as recalculated, was 0.40, 0.46, 0.30 and 0.16, respectively.
The Compensation Committee of our Board of Directors has oversight of the Company's human capital management efforts. The Environment, Health, Safety and Sustainability Committee of our Board of Directors has oversight of the Company's policies to protect the health and safety of our employees and contractors, and this committee regularly reviews data on our safety metrics and performance.
We encourage you to visit the sustainability section, and other sections, of our website for more detailed information regarding our human capital resources, programs, and initiatives. Nothing on our website shall be deemed incorporated by reference into this Annual Report on Form 10-K.
REGULATORY COMPLIANCE
Our business is subject to significant regulations in all of the markets that we operate and we are committed to operating our business in compliance with all applicable laws and regulations.
Environmental
We are subject to applicable federal, state, local and foreign laws and regulations relating to environmental protection and workers' safety, including those required by the U.S. Environmental Protection Agency. Our Environment, Health, Safety (EHS)("EHS") and Sustainability policies and standards are a key element of the foundation upon which we develop, market, manufacture, and distribute products and services to our global customers. In 2017, we established a Board-level committee responsible for the oversight of our EHS and Sustainability policies, performance, strategy and compliance matters. We operate our manufacturing facilities using a common set of internal standards. These standards support a consistent approach to EHS and Sustainability performance improvement. We strive to assure that all our manufacturing and distribution facilities are operated in compliance in all known material respects to applicable environmental requirements.
Many Investigation, remediation, operation and maintenance costs associated with environmental compliance and management of sites are a normal recurring part of our manufacturing sites have a long history of industrial operations and government required remediation is or may be required at a number of these locations.operations. We do not expect outstanding remediation obligations to have a material impact on our financial position,position; however, the ultimate cost of remediation is subject to a number of variables and is difficult to accurately predict. We may also incur significant additional costs as a result of contamination that is discovered and/or government required remediation obligations that are imposed at these or other properties in the future.
During 2016, Axalta achievedNon-U.S. Sales
Our non-U.S. sales are subject to both U.S. and continuesnon-U.S. governmental regulations and procurement policies and practices, including regulations relating to maintain a global, multi-site certification for RC14001.import-export control, tariffs, investment, exchange controls, anti-corruption and repatriation of earnings. Non-U.S. sales are also subject to varying currency, political and economic risks.
Privacy Regulations
We are also subject to and comply with increasingly complex privacy and data protection laws and regulations in the United States and other jurisdictions. This certification incorporatesincludes the elementsEuropean Union's General Data Protection Regulation ("GDPR"), which enforces rules relating to the protection of the American Chemistry Council’s Responsible Care Program including product safetyprocessing and compliance, process safetymovement of personal data. The interpretation and security, which builds upon the ISO 14001 certification specifically relatedenforcement of such regulations are continuously evolving and there may be uncertainty with respect to how to comply with them. Noncompliance with GDPR and other data protection laws could result in damage to our environmental stewardship program.reputation and payment of significant monetary penalties.
WHERE YOU CAN FIND MORE INFORMATION
Our website address is www.axalta.com. We post, and shareholders may access without charge, our recent filings and any amendments thereto of our annual reports on Form 10-K, quarterly reports on Form 10-Q and proxy statements as soon as reasonably practicable after such reports are filed with the 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’sSEC'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’sSEC'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.
ITEM 1A. RISK FACTORS
As a global manufacturer, marketer and distributor of high performancehigh-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 materially and adversely. While the factors listed here are considered to be the more significant factors, they should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors, including those in other documents we file from time to time with the Securities and Exchange Commission, may present significant additional obstacles which may materially and adversely affect our businesses, and our results of operations.operations, financial condition and cash flows.
Risks Related to our Business
Risks Related to Execution of our Strategic and Operating Plans
We are subjectOur business, results of operations, financial condition, cash flows and stock price has been, and may in the future be, adversely affected by the COVID-19 pandemic.
Axalta continues to risks and uncertainties related to our strategic review.
On June 19, 2019, we announced that our Boardmonitor closely the impact of Directors had initiated a comprehensive review of strategic alternatives to maximize shareholder value. There can be no assurance the review of strategic alternatives will result in any transaction, and the process of exploring strategic alternatives will involve the dedication of significant resources and the incurrence of significant costs and expenses. In addition, speculation and uncertainty regarding the strategic review process may cause or result in:
disruptionCOVID-19 on all aspects of our business;
distractionbusiness and geographies, including effects on customers, employees, suppliers, vendors and distribution channels, as well as macroeconomic consequences. COVID-19 has had and may continue to have an adverse impact on demand for our products and, thus, our income from operations. Although we have continued to operate our facilities to date, consistent with applicable governmental orders, the effects of COVID-19 may have a material adverse effect on our employees;
difficulty in recruiting, hiring, motivating,operations, supply chain, customers, labor availability and retaining talentedlogistics networks, including business shutdowns, employee vaccination requirements or similar mandates and skilled personnel;
difficulty in maintaining or negotiating and consummating new business or strategic relationships or transactions; and
increased stock price volatility.
If we are unableother disruptions. The extent to mitigate these or other potential risks related to the uncertainty caused by the strategic review process, itwhich COVID-19 may disrupt our business or adversely impact our net sales, operatingbusiness depends on future developments, which are highly uncertain and unpredictable, the severity and duration of the virus, including novel variants, and the effectiveness of actions taken globally to contain or mitigate its effects, including any ongoing actions in response to changing health conditions over time. Any resulting financial impact cannot be estimated reasonably at this time, but may materially adversely affect our business, results of operations, financial condition and cash flows. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression, as well as other resulting macroeconomic conditions. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial condition.and other capital markets which has and may continue to adversely impact our stock price and our ability to access to debt financing and capital markets.
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, including as a result of depressed demand for our customers' products or services, and materially adversely affecting our business, financial condition and results of operations. Weakoperations and cash flows. For example, weak economic and other macroeconomic conditions, such as the semiconductor chip shortage during 2021, has in the past and could in the future depress new car sales and/or production, reducing demand for our light vehicle OEM coatings and limit the growth of the car parc. These factorsThis could, in turn, cause a related decline in demand for our automotive refinish coatings because, as the age of a vehicle increases, the propensity of car owners to pay for cosmetic repairs generally decreases. Also, during difficult economic times, car owners may refrain from seeking repairs for their damaged vehicles. Similarly, periods of reduced global economic activity could hinder global industrial output, which could decrease demand for our industrial and commercial vehicle 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,U.S., Europe or other economies, or weakening of emerging markets, such as Brazil or China, could adversely affect our sales, profitability and/or liquidity.
Further, a tightening of credit in financial markets could adversely affect the ability of our customers 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.
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, including productivity enhancements and cost reduction. For example, we are undertaking certain operational improvement initiatives with respect to realigning our manufacturing facilities in multiple regions. In 2018, we announced the closing of our Mechelen, Belgium manufacturing facility as part of our restructuring initiative. Axalta commenced the closure in the third quarter of 2018 and anticipates completion of the closure activities during the first half of 2020. 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. A variety of risks could cause us not to realize some or all of the expected benefits, including growth and cost savings. 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. 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.
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, particularly in light of the significant consolidation our industry has experienced. 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.
Improved safety features on vehicles, commercialization of autonomous vehicles, insurance company influence, the introduction of new business models or new methods of travel, and weather conditions may reduce the demand for some of our products and could have a negative effect on our business, financial condition, and results of operations.operations and cash flows.
Vehicle manufacturers continue to develop new safety features such as collision avoidance technology and self-driving vehicles that may reduce the rate and amount of vehicle collisions, in the future, potentially negatively impacting demand for our refinish
coatings. Insurance companies may influence vehicle owners to use body shops that do not use our products, which could also potentially negatively impact demand for our refinish coatings. In addition, through the introduction of new technologies, new business models or new methods of travel, such as ridesharing, the number of automotive OEM new-builds may decline, potentially reducing demand for our automotive OEM coatings. Furthermore, 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. Any resulting reduction in demand for our refinish coatings could have a material adverse effect on our business, financial condition, and results of operations.operations and cash flows.
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.operations and cash flows.
We have some customers that purchase a large amount of products from us and we are also reliant on distributors to assist us in selling our products. Our largest single customer accounted for approximately 6%5% of our 20192021 net sales and our largest distributor accounted for approximately 4%3% of our 20192021 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 seeks different sales terms or chooses to use one of our competitors for the consolidated business. The loss of any of our large customers or significant changes in their level of purchases, as a result of changes in business conditions, working capital levels, product requirements, consolidation or otherwise, could have a material adverse effect on our business, financial condition, and results of operations.operations and cash flows.
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, our products may not be delivered in a timely fashion. In addition, if our key 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 and cash flows 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 such incentives. 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. Our level of credit risk exposure from our customers has remained stable in recent years.
Price increases, business and supply chain interruptions, or declines in the supply of raw materials or disruptions to our major tolling arrangements could have a significant impact on our ability to grow or sustain earnings.
Our manufacturing processes consume significant amounts of raw materials, the costs of which are subject to change based on fluctuations in worldwide supply and demand as well as other factors beyond our control.control, including inflationary pressures like those seen during 2021. We use a significant amount of raw materials derived from crude oil and natural gas. As a result, volatile oil and gas prices, as well as other unrelated factors, can cause significant variations in our raw materials costs, affecting our operating results. In rising raw material price environments, we may be unable to pass along these increased 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. Additionally, we obtain certain of our raw materials from selected key suppliers.If any sole source supplier of raw materials ceases supplying raw materials to us, or if any of our key suppliers is unable to meet its obligations in a timely fashion or at an acceptable price, or at all, we may be forced to incur higher costs to obtain the necessary raw materials elsewhere or, in limited instances, we may not be able to obtain the necessary raw materials. Additionally, in certain instances, we rely on third parties to toll manufacture certain of our intermediates and products. If any of our key tolling partners cease to provide toll manufacturing services to us, either permanently or temporarily, we would be required to procure alternative manufacturing arrangements, which we may not be able to arrange on a timely basis or at all.
In addition to the risks associated with raw materials prices, supplier capacity constraints, supplier production disruptions, including supply disruptions from our sole source or other key suppliers, supply chain and logistics congestion and disruptions, increasing costs for energy, or the unavailability of certain raw materials or disruptions to our key tolling arrangements could result in harm to our manufacturing capabilities or supply imbalances that may have a material adverse effect on our business, financial condition, and results of operations.operations and cash flows.
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.operations and cash flows.
Our operating results are largely dependent on our development and management of our portfolio of current, new and developing products and services as well as our ability to bring those products and services to market. 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 difficultiesDifficulties 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.services could have a material adverse effect on our
business, financial condition, results of operations and cash flows. Because of the lengthy and costly development process, technological challenges and intense competition, we cannot assure you that any of the products we are currently developing, or that we may develop in the future, will achieve 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.products as well as the products and services offered and developed by our current and future competitors. 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.operations or cash flows. Further, sales of our new products could replace sales of some of our current products, offsetting the benefit of even a successful product introduction.
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. Since the techniques used to obtain unauthorized access to systems or to otherwise sabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices, and other countermeasures. While we have designed and implemented controls to restrict access to our data and information technology infrastructure, it is still vulnerable to unauthorized access through cyber attacks, theft and other security breaches. These types of attacks have occurred against our systems from time to time, with no material adverse impacts to date. We expect these attacks to continue and our protective measures may not be adequate to ensure that our operations will not be disrupted, should another such event occur in the future. Although we continually seek to improve our countermeasures to prevent such events, we may be unable to anticipate every scenario and it is possible that certain cyber threats or vulnerabilities will be undetected or unmitigated in time to prevent an attack on us and our customers.
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.
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 63%64% of our 20192021 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’scountry's or region’sregion'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, the U.S. government has taken actions or made proposals that are intended to address trade imbalances or trade practices, specifically with China, among other countries, which include encouraging increased production in the United States. These actions and proposals have resulted or could result in increased customs duties and the renegotiation of some U.S. trade agreements. In addition, it is not known how the withdrawal by the United States from the Trans-Pacific Partnership trade agreement may also affect our business. As another example, new legislation known as the Worldwide Harmonized Light Vehicle Testing Procedure ("WLTP"), which requires all vehicles sold in Europe to comply with new fuel economy testing and carbon emissions standards, has and may continue to impact light vehicle production in Europe, which could result in reduced net sales and profitability. 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 and India where we maintain local currency cash balances are subject to import authorization or pricing controls.
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 Australian dollar and the Russian ruble. For example, unfavorable movement in the Euro negatively impacted our results of operations in prior periods and future declines 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.
Terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises, among other events beyond our control, may materially adversely affect our business, financial condition 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 acts, conflicts, wars, adverse weather conditions, natural disasters, power outages, pandemics or other public health crises and environmental incidents, the national and international responses to such events or perceived threats or potential conflicts relating to or arising out of such events may create economic and political uncertainties and challenges for us, our customers, suppliers and logistic partners that could have a materially adverse effect our business, financial and results of operations. A loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, acts of war, political unrest, geopolitical risk, terrorist activity, pandemic or other public health crises, natural disaster or otherwise, whether short- or long-term, and any interruption in production capability could require us to make substantial capital expenditures to remedy the situation, which could negatively affect our business, financial condition and results of operations.
The United Kingdom’s 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 (commonly referred to as "Brexit"). The United Kingdom formally left the EU on January 31, 2020, and is now in a transition period through December 31, 2020. We have substantial R&D and manufacturing operations in Europe and a significant portion of our business involves cross border transactions throughout the region. Although the United Kingdom will remain in the EU single market and customs union during the transition period, the long-term nature of the United Kingdom's relationship with the EU is unclear and there is considerable uncertainty as to when any agreement will be reached and implemented. The full effect of Brexit is uncertain and depends on any agreements the United Kingdom may make with the EU and others. The full consequences for the economies of the EU members and of the United Kingdom exiting the European Union are unknown and unpredictable. Depending on the final terms of agreements that the United Kingdom may make with the EU or others, we could face new regulatory costs and challenges and greater volatility in the Pound Sterling and the Euro. Any adjustments we make to our business and operations as a result of Brexit could result in significant time and expense to complete. 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.retaliatory actions.
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.liabilities which may be significant. These laws and regulations apply to companies, individual directors, officers, employees and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (the "FCPA"), the United Kingdom Bribery Act 2010 (the "Bribery Act") as well as anti-corruption laws of the various jurisdictions in which we operate. The FCPA, the Bribery Act and other laws prohibit us and our officers, directors, employees and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. As part of our business, we may, from time to time, deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA or the Bribery Act. We are subject to the jurisdiction of various governments and regulatory agencies outside of the United States,U.S., which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing or overseeing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and exclusion from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive and damaging to our reputation. Although we have implemented anti-corruption policies and procedures and introducedprovide training since becoming an independent company,on these matters, 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.
Evolving environmental, safety or other regulations and laws could have a material adverse effect on our business and consolidated financial condition.
Our manufacturing activities and products, both in and outside of the United States,U.S., are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the U.S. Environmental Protection Agency, as well
as other authorities both inside and outside of the United States.U.S. In addition, legal and regulatory systems in emerging and developing markets may be less developed, and less certain. Laws and regulations, and the interpretation and enforcement thereof, may change as a result of a variety of factors, including political, economic, regulatory or social events. The specific impact of changing laws and regulations, or the interpretation or enforcement of current or future laws and regulations, on our business may vary depending on a number of factors, including the age and location of operating facilities and production processes used in such facilities.factors. As a result of changing laws and regulations, or the interpretation or enforcement of current or future laws and regulations, we may be required to make expenditures to modify operations, relocate operations, perform site cleanups or other environmental remediation, or curtail or cease operations, which could have a material adverse effect on our business, financial condition, and results of operations.
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 introduced 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.
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 loss. Although we have developed systems and processes that are designed to protect customer and employee information and prevent misuse of such information and other security breaches, failure to prevent or mitigate such misuse or breaches may affect our reputation and operating results negatively and may require significant management time and attention.
cash flows.
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’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,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"), 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, financial condition or financial condition.cash flows. 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, weWe handle and transport certain materials that are inherently hazardous due to their toxic nature.
In our business, we handle and transport hazardous materials. If mishandled or released into the environment, 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.
Our results of operations could be adversely affected by litigation.litigation and claims.
We face risks arising from various litigation matters and other claims that have been asserted against us or that may be asserted against us in the future, including, but not limited to, claims for product liability, patent and trademark infringement, antitrust, warranty, contract and third-party property damage or personal injury.injury, including claims arising from the matters described in Note 6 to our consolidated financial statements included elsewhere in the Annual Report on Form 10-K. 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.operations and cash flows. In particular, product liability claims, regardless of their merits, could be costly, divert management’smanagement'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 management, particularly in light of the ongoing strategic review.
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 StatesU.S. participate or have participated. Many of these plans are underfunded or unfunded and the liabilities in relation to these plans will need to be satisfied as they mature from our operating reserves. In jurisdictions where the defined benefit pension plans are intended to be funded with assets in a trust or other funding vehicle, the liabilities exceed the corresponding assets in many of the plans. Various factors, such as changes in actuarial estimates and assumptions (including as to life expectancy, discount rates and rate of return on assets) as well as changes in asset allocations and actual return on assets, can increase the expenses and liabilities of the defined benefit pension plans. The assets and liabilities of the plans must be valued from time to time under applicable funding rules and as a result we may be required to increase the cash payments we make in relation to these defined benefit pension plans.
Our financial condition, and results of operations and cash flows may be adversely affected to the extent that we are required to make any additional payments to any relevant defined benefit pension plans in excess of the amounts assumed in our current projections and assumptions or report higher pension plan expenses under relevant accounting rules.
We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
Many of our employees globally are in unions or otherwise covered by labor agreements, including works councils. As of December 31, 2019, approximately 0.01%2021, substantially all of our U.S. workforce was not unionized and approximately 56%half of our workforce outside the United StatesU.S. 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, limit our ability to restructure or manage our operations, divert management’smanagement'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 decreasedworsened operating results. Further, we may be impacted by work stoppages at our suppliers or customers that are beyond our control.
We may not be able to recruit and retain the experienced and skilled personnel we need to compete.
Our future success depends on our ability to attract, retain, develop and motivate highly skilled personnel. We must have talented personnel to succeed and competition for management and skilled employees in our industry is intense. Our ability to meet our performance and growth goals depends upon the personal efforts and abilities of our management and skilled employees. We cannot assure you that we will retain or successfully recruit senior management, or that their services will remain available to us. We also cannot assure you that we will successfully respond to changing employee preferences spurred by the COVID-19 pandemic. Failures in these areas could adversely affect our business, financial condition, results of operations and cash flows.
Risks Related to Intellectual Property
Our inability to protect and enforce our intellectual property rights could adversely affect our financial results.
Intellectual property rights both in the United StatesU.S. and in foreign countries, including patents, trade secrets, confidential information, trademarks and trade names, are important to our business and will be critical to our ability to grow and succeed in the future. We make 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 proprietaryintellectual property rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States.U.S. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, financial condition, and results of operations.operations and cash flows.
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 thosethe applicable 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 certain of our trademarks for use by third parties to use our trademarks.parties. In an effort to preserve our trademark rights, we enter into license agreements with these third parties that govern the use of our trademarks and contain limitations on their use. Although we make efforts to police the use of our trademarks by our licensees, we cannot assure you that these efforts will be sufficient to ensure that our licensees abide by the terms of their licenses. In the event that our licensees fail to do so, our trademark rights could be diluted.
If we are sued for infringing intellectual property rights of third parties, it may be costly and time consuming, and an unfavorable outcome in any litigation could harm our business.
We cannot assure you that our activities will not, unintentionally or otherwise, infringe on the patents, trademarks or other intellectual property rights owned by others. We may spend significant time and effort and incur significant litigation costs if we are required to defend ourselves against claims of intellectual property rights claimsinfringement 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.
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’scounterparty'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, including synergies and cost savings, we anticipate when we first enter into a transaction in the amount or on the timeframe anticipated. Any of the foregoing could adversely affect our business and results of operations. In addition, accounting requirements relating to business combinations, including the requirement to expense certain acquisition costs as incurred, may cause us to experience greater earnings volatility and generally lower earnings during periods in which we acquire new businesses. Furthermore, we 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. operations and cash flows.
Acquisitions and divestitures may also require us to devote significant internal resources and could divert management's attention away from operating our business.
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 in the future enter into additional, joint venture arrangements in the future.arrangements. The nature of a joint venture requires us to share control over significant decisions with unaffiliated third parties. Since we may not exercise control over our current or future joint ventures, we may not be able to require our joint ventures to take actions that we believe are necessary to implement our business strategy. Additionally, differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from our business strategy, our results of operations could be materially adversely affected.
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.
DuPont’sDuPont'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, including fulfilling certain 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, tax laws and other non-tax legislation, such as economic substance regulations, 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 and other non-tax laws or their interpretation, such as interpretations as to the legality of tax advantages granted under the EU state aid rules. Additionally, we and our subsidiaries are engaged in a number of intercompany transactions across multiple tax jurisdictions. Although we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countries with differing statutory tax rates. The Organization of Economic Cooperation and Development, which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting (“BEPS”) project, which is focused on a number of issues, including the shifting of profits among affiliated entities located in different tax jurisdictions. Given the scope of the Company's international operations and the fluid and uncertain nature of how the BEPS project might ultimately lead to future legislation, it is difficult to assess how any changes in tax laws would impact the Company's income tax expense.
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 revised the U.S. Internal Revenue Code of 1986 ("the Code"), as amended. While our current tax accounting is complete based on legislative updates relating to the U.S. TCJA currently, 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.
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”), and applicable Treasury Regulations commonly referred to as “FATCA” may impose 30% withholding on “foreign passthru payments” made by a “foreign financial institution” (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” 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”) with Bermuda, which modifies the FATCA withholding regime described 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 Bermuda IGA and any non-U.S. legislation implementing FATCA, on their investment in our common shares.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common shares.
Based on the market price of our common shares and the composition of our income, assets and operations, we do not expect to be treated as a passive foreign investment company ("PFIC") for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position. Furthermore, this is a factual determination that must be made annually after the close of each taxable year. If we are a PFIC for any taxable year during which a U.S. person holds our common shares, certain adverse U.S. federal income tax consequences could apply to such U.S. person.
Risks Related to our Indebtedness
Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy and our industry and our flexibility in managing our business, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations with respect to our indebtedness.
As of December 31, 2019,2021, we had approximately $3.8 billion of indebtedness on a consolidated basis. As of December 31, 2019,2021, we were in compliance with all of the covenants under our outstanding debt instruments. We are more leveraged than some of our competitors, which could adversely affect our business plans.
Our substantial indebtedness could have important consequences to you. For example, it could:
•limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
•require us to devote a substantial portion of our annual cash flow to the payment of interest on our indebtedness;
•expose us to the risk of 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;
•limit our ability to repurchase our common shares or pay dividends;
•hinder our ability to adjust rapidly to changing market conditions;
•limit our flexibility in managing our business through our obligation to comply with customary financial and other covenants in the indentures governing our Senior Notes and the credit agreement governing our Senior Secured Credit Facilities, which covenants are described in further detail in Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K;
•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
In addition, the indentures governing the New Senior Notes 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 throughAs described below in "Risks Related to Ownership of our subsidiaries andCommon Shares," our ability to makegenerate cash payments on our indebtedness will dependis dependent on the earnings and the distributionreceipt of funds from our subsidiaries. None of our subsidiaries however, are obligated to make funds available to us for payment on our indebtedness. 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,joint ventures, which businesses 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.
Our business may not generate sufficient cash flow from operations and future borrowings may not be available under our Senior Secured Credit Facilities in an amount sufficient to enable us to pay the principal, premium, if any, and interest on our indebtedness, or to fund our other liquidity needs, including planned capital expenditures. In such circumstances, we may need to refinance all or a portion of our indebtedness 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, issuing additional equity or reducing or delaying capital expenditures, strategic acquisitions investments and alliances.investments. Such actions, if necessary, may not be effected on commercially reasonable terms or at all. The instruments governing our indebtedness restrict our ability to sell assets and 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.indebtedness, and we may not be able to obtain waivers of such defaults from our lenders. In the event of such un-waived default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Revolving Credit Facility 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 Senior Notes to avoid being in default. If we breach our covenants under our Senior Secured Credit Facilities or 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. 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 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.
In addition, if new debt is added to our and/or our subsidiaries’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"Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Condition."
We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable or unwilling to fund borrowings under their credit commitments or we are unable to borrow, it could negatively impact our business.
We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow from them for any reason, our business could be negatively impacted. During periods of 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.
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, could have precipitated a slow recovery from the global recessionmaterial adverse effect on our financial position, results of operations and concern about a return to recessionary conditions.cash flows. 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;increases;
•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 the applicability of 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 counterpartiescounter-parties 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’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 cash flows 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.
We are subject to risks associated with the current interest rate environment and, to the extent we use debt to fund our operations, changes in interest rates will affect our cost of debt.
A substantial portion of our indebtedness bears interest at variable rates, including LIBOR, which is the subject of recent proposals for reform. On July 27, 2017,After years of preparation and signaling, on March 5, 2021, the ICE Benchmark Administrator ("IBA"), LIBOR's administrator, announced that it would permanently cease to publish some LIBOR settings after December 31, 2021 and cease to publish all other LIBOR settings after June 30, 2023. Uncertainty remains as to whether the United Kingdom's Financial Conduct Authority which regulates("FCA"), LIBOR's regulator, will use its legal powers to require IBA to continue to publish certain USD LIBOR announced that it intendssettings after June 30, 2023. Financial regulators across the globe have begun to phase out LIBORadvise against the use by the end of 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. There is currently no definitive information regarding the future utilizationregulated financial institutions of LIBOR or of any particularin new contracts, subject to certain exceptions. For example, the five federal financial institution regulatory agencies in the United States have issued supervisory guidance that, among other things, strongly discourages regulated institutions from entering into new LIBOR-based contracts after December 31, 2021. While certain replacement rate. Asrates for LIBOR have gained market traction in certain jurisdictions, for example, the Secured Overnight Financing Rate ("SOFR") in the United States and the Sterling Overnight Interbank Average Rate ("SONIA") in the United Kingdom, uncertainty remains as to future interest rate benchmarks in global markets, and, as such, the potential effect of any such eventthe LIBOR transition on our cost of debt cannot yet be determined. These consequences cannot be reliably predicted and any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the value of any LIBOR-linked instruments and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations
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 joint ventures 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’subsidiaries' or joint ventures’ventures' earnings and other business considerations and may be subject to statutory or contractual restrictions. In addition, there may be significant tax and other legal restrictions on the ability of foreign subsidiaries or joint ventures to remit money to us.
Any payment of distributions, loans or advances to and from our subsidiaries and joint ventures could be subject to restrictions on or taxation of, dividends or repatriation of earnings under applicable local law, monetary transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries operate or other restrictions imposed by current or future agreements, including debt instruments, to which our non-U.S. subsidiaries may be a party. In particular, our operations in Brazil, China and India where we maintain local currency cash balances are subject to import authorization or pricing controls.
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, divestitures, restructurings or site closures, including asset closures, 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;
risks and uncertainties relating to the change in our leadership;
changes in key personnel;
sales of common shares by us or members of our management team;
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,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’scompany's stock have led to securities class action litigations.litigation. If such a suit were to arise, it could have a substantial cost and divert our resources regardless of the outcome.
We do not expect to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
At this time, we currently do not expect to declare and pay dividends on our common shares for the foreseeable future.shares. 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.relevant considerations. The credit agreement governing our Senior Secured Credit Facilities and the indentures governing the New Senior Notes also limit our ability to pay dividends. In addition, Bermuda law imposes requirements that may restrict our ability to pay dividends to holders of our common shares. As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common shares.
Future sales of our common shares in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common shares.
We and our shareholders may sell additional common shares in subsequent offerings. We may also issue additional common shares or convertible debt securities. As of February 12, 2020,10, 2022, we had 1,000,000,000 common shares authorized and 235,058,521224,532,960 common shares outstanding.
We cannot predict the size of future issuances or sales of our common shares or the effect, if any, that future issuances and sales of our common shares will have on the market price of our common shares. Sales of substantial amounts of our common shares (including sales that may occur pursuant to the registration rights of an affiliate of Berkshire Hathaway Inc., 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 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.U.S. As a result, it may be difficult for investors to effect service of process on those persons in the United StatesU.S. or to enforce in the United StatesU.S. judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities
laws. It is 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 StatesU.S. and may afford less protection to our shareholders.
We are organized under the laws of Bermuda. As a result, our corporate affairs are governed by the Companies Act 1981 (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 proscribedlimiting 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’scompany'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’scompany'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’scompany'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,U.S., particularly the State of Delaware. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the United States.
U.S.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions provide for:
a classified Board of Directors, with staggered three-year terms; although on May 2, 2018, our shareholders approved the elimination of our classified board structure over a three-year transition period;
including that directors may only to be removed for cause;
restrictions on the time period in which directors may be nominated;cause and
our Board of Directors tocan 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 companyCompany 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.
General Risk Factors
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, including productivity enhancements and cost reduction. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. A variety of risks could cause us not to realize some or all of the expected benefits, including growth and cost savings. 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. 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. From time to time, we may commence operations at new manufacturing facilities and cease operations at existing manufacturing facilities, including through relocating, eliminating or utilizing alternative sources for such operations. We may not be able to successfully commence such new operations or cease such existing operations and our failure to successfully do so could have a material adverse impact on our business results.
Increased competition may adversely affect our business, financial condition, results of operations and cash flows.
As described in greater detail in the "Performance Coatings Competition" section on page 7 and the "Mobility Coatings Competition" section on page 9, we face substantial competition from many international, national, regional and local competitors of various sizes in the manufacturing, distribution and sale of our coatings and related products. Our inability to compete successfully could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We take on credit risk exposure from our customers in the ordinary course of our business.
We routinely offer customers pre-bates, loans and other financial incentives to purchase our products. These arrangements generally obligate the customer to purchase products from us and/or repay us such incentives. In the event that a customer is unwilling or unable to fulfill its obligations under these arrangements, we 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, results of operations and cash flows. Our level of credit risk exposure from our customers has remained stable in recent years.
Currency risk may adversely affect our financial condition, results of operations and cash flows.
We derive a significant portion of our net sales from outside the 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 Renminbi, the British Pound, the Australian Dollar and the Russian Ruble. 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, results of operations and cash flows.
Terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises, among other events beyond our control, may materially adversely affect our business, financial condition, results of operations and cash flows.
As a multinational company with a large international footprint, we are subject to increased risk of damage or disruption to us, our employees, facilities, partners, suppliers, distributors, resellers or customers due to terrorist acts, conflicts, wars, adverse weather conditions, natural disasters, power outages, pandemics or other public health crises and environmental incidents, wherever located around the world. The potential for future terrorist acts, conflicts, wars, adverse weather conditions, natural disasters, power outages, pandemics or other public health crises and environmental incidents, the national and international responses to such events or perceived threats or potential conflicts relating to or arising out of such events may create economic and political uncertainties and challenges for us, our customers, suppliers and logistic partners that could have a materially adverse effect our business, financial condition, results of operations and cash flows. A loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, acts of war, political unrest, geopolitical risk, terrorist activity, pandemic or other public health crises, natural disaster or otherwise, whether short- or long-term, and any interruption in production capability could require us to make substantial capital expenditures to remedy the situation, which could negatively affect our business, financial condition, results of operations and cash flows.
Interruption, interference with, or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could harm our reputation, financial condition, operating results and cash flows.
The availability of our products and services and fulfillment of our customer obligations depend on the continuing operation of our information technology and communications systems. Our systems are vulnerable to damage, interference, or interruption from modifications or upgrades, terrorist attacks, natural disasters or pandemics (including COVID-19), power loss, telecommunications failures, user errors, computer viruses, ransomware attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all eventualities. Any such event relating to our systems (or the systems of third parties that we rely on), could result in theft, misuse, modification or destruction of information, including trade secrets and confidential business information, and cause business disruptions, including those that may disrupt production at our
manufacturing facilities, reputational damage and third-party claims, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices, and other countermeasures. While we have designed and implemented controls to restrict access to our data and information technology infrastructure, it is still vulnerable to unauthorized access through cyber attacks, theft and other security breaches. These types of attacks have occurred against our systems from time to time, with no material adverse impacts to date. We expect these attacks to continue and our protective measures may not be adequate to ensure that our operations will not be disrupted, should another such event occur in the future. Although we continually seek to improve our countermeasures to prevent such events, we may be unable to anticipate every scenario and it is possible that certain cyber threats or vulnerabilities will be undetected or unmitigated in time to prevent an attack on us and our customers.
In addition, we rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of a multi-year implementation of a new enterprise resource planning ("ERP") system, which will replace much of our existing core financial systems. The ERP system is designed to accurately maintain our financial records, enhance the flow of financial information, improve data management, and provide timely information to our management team. We may not be able to successfully implement the ERP system without experiencing delays, increased costs, and other difficulties. Failure to successfully design and implement the new ERP system as planned could harm our business, financial condition, operating results and cash flows. Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be negatively affected.
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, results of operations and cash flows.
We are subject to complex and evolving data privacy laws.
Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection and other matters. 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 loss. Although we have developed systems and processes that are designed to protect customer and employee information and prevent misuse of such information and other security breaches, failure to prevent or mitigate such misuse or breaches may affect our reputation and operating results negatively and may require significant management time and attention.
We may be subject to changes in our tax rates and the adoption of tax legislation or exposure to additional tax liabilities that may adversely affect our results of operations.
We are subject to taxes in the U.S. and non-U.S. jurisdictions where our subsidiaries are organized. Due to economic and political conditions, tax rates, tax laws and other non-tax legislation, such as economic substance regulations, in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions and changes in tax and other non-tax laws or their interpretation, such as interpretations as to the legality of tax advantages granted under the European Union ("EU") state aid rules and the impacts of the EU's Anti-Tax Avoidance Directive. In 2021, more than 140 countries tentatively signed on to a framework that imposes a minimum tax rate of 15% among other provisions. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Additionally, we and our subsidiaries are engaged in a number of intercompany transactions across multiple tax jurisdictions. Although we believe we have clearly reflected the economics of these transactions and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could result in changes that may impact our mix of earnings in countries with differing statutory tax rates.
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.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance ("ESG") practices and disclosure. Investor advocacy groups, investment funds, and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions, and human rights. Increased ESG-related compliance costs could result in increases to our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor, employee, customer, or other stakeholder expectations and standards, including any perceived failure, could negatively impact our reputation, ability to do business with certain partners, and our stock price. New government regulations could also result in new or more stringent forms of ESG oversight, including increased greenhouse gas limitations, and the expansion of mandatory and voluntary reporting, diligence, and disclosure.
In January 2022, we announced a number of 2030 ESG targets, including our aim for a 50% absolute reduction of our Scope 1 and Scope 2 greenhouse gas emissions by 2030 and our goal to have carbon neutral operations by 2040. Achievement of these targets depends on our execution of various operational strategies relating to each discrete target. Execution of these strategies and achievements of our 2030 targets are subject to risk and uncertainties, many of which are outside of our control. There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 targets, and the failure to achieve any target could damage our reputation, customer and investor relationships, or our access to, and the terms of, financing. Further, given investors' increased focus related to ESG matters, such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect our business, financial condition, results of operations and cash flows, and reduce our stock price.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters is located in Philadelphia,Glen Mills, PA. Our extensive geographic footprint is comprised of 4847 manufacturing facilities (including sixfive manufacturing sites operated by our joint ventures), four major technology centers and 5448 customer training centers supporting our global operations. The table below presents summary information regarding our facilities as of December 31, 2019.
| | | | | | | | | | | | | | |
Type of Facility/Country | | Location | | Segment |
Manufacturing Facilities | | | | |
North America | | | | |
Canada | | Ajax (1) | | Mobility |
| | Cornwall | | Performance |
United States of America | | Fridley, MN | | Performance |
| | Front Royal, VA | | Performance; Mobility |
| | Ft. Madison, IA | | Performance; Mobility |
| | High Point, NC | | Performance |
| | Hilliard, OH | | Performance; Mobility |
| | Houston, TX | | Performance |
| | Jacksonville, TX | | Performance |
| | Madison, AL | | Performance |
| | Mt. Clemens, MI | | Performance; Mobility |
| | Orrville, OH | | Performance |
| | Riverside, CA | | Performance |
| | Sacramento, CA | | Performance |
| | | | |
Type of Facility/CountryLatin America | | Location | | Segment |
Manufacturing FacilitiesBrazil | | Guarulhos | | Performance; Mobility |
North AmericaGuatemala | | Amatitlan | | Performance |
CanadaMexico | | AjaxApodaca | | TransportationPerformance |
| | CornwallOcoyoacac | | Performance |
United States of America | | Fridley, MNTlalnepantla | | Performance |
| | Front Royal, VA | | Performance; Transportation |
| | Ft. Madison, IA | | Performance; Transportation |
| | High Point, NC | | Performance |
| | Hilliard, OH | | Performance; Transportation |
| | Houston, TX | | Performance |
| | Jacksonville, TX | | Performance |
| | Madison, AL | | Performance |
| | Mt. Clemens, MI | | Performance; Transportation |
| | Orrville, OH | | Performance |
| | Riverside, CA | | Performance |
| | Sacramento, CA | | Performance |
| | | | |
Latin America | | | | |
Argentina | | Buenos Aires | �� | Performance; Transportation |
Brazil | | Guarulhos | | Performance; Transportation |
Mexico | | Apodaca | | Performance |
| | Ocoyoacac | | Performance |
| | Tlalnepantla | | Performance; Transportation |
| | | | |
EMEA | | | | |
Austria | | Guntramsdorf | | Performance; Transportation |
Belgium | | Mechelen | | Performance; Transportation |
France | | Montbrison | | Performance |
Germany | | Landshut | | Performance |
| | Wuppertal | | Performance; Transportation |
Netherlands | | Zuidland | | Performance |
Sweden | | Västervik | | Performance |
Switzerland | | Bulle | | Performance |
Turkey | | Gebze | | Performance; Transportation |
| | Çerkezköy | | Performance |
United Kingdom | | Tewkesbury | | Performance |
| | Darlington | | Performance |
| | Farnham | | Performance |
| | Huthwaite | | Performance |
| | West Bromwich | | Performance |
United Arab Emirates | | Ras Al Khaimah | | Performance |
| | | | |
Asia Pacific | | | | |
China | | Changchun | | Performance; Transportation |
| | Jiading | | Performance; Transportation |
| | Qingpu | | Performance |
Mobility |
| | | | |
EMEA | | | | |
Austria | | Guntramsdorf | | Performance; Mobility |
France | | Montbrison | | Performance |
Germany | | Landshut | | Performance |
| | Wuppertal | | Performance; Mobility |
Netherlands | | Zuidland | | Performance |
Sweden | | Västervik | | Performance |
Switzerland | | Bulle | | Performance |
Turkey | | Gebze | | Performance; Mobility |
| | Çerkezköy | | Performance |
United Kingdom | | Tewkesbury | | Performance |
| | Darlington | | Performance |
| | Farnham | | Performance |
| | Huthwaite | | Performance |
| | Wellingborough | | Performance |
United Arab Emirates | | Ras Al Khaimah | | Performance |
| | | | |
Asia Pacific | | | | |
China | | Changchun (1) | | Performance; Mobility |
| | Jiading | | Performance; Mobility |
| | Qingpu | | Performance |
| | Ma'anshan | | Performance |
| | | | | | | | | | | | | | |
Type of Facility/Country | | Location | | Segment |
India | | Savli | | Performance; TransportationMobility |
Malaysia | | Kuala LumpurShah Alam | | Performance |
| | Shah Alam | | Performance |
Thailand | | Bangplee | | Performance; TransportationMobility |
| | | | |
Joint Venture Manufacturing Facilities | | | | |
Colombia | | Cartagena de Indias | | Performance |
Indonesia | | Cikarang | | Performance |
Taiwan | | Taipei | | TransportationMobility |
Guatemala | | Amatitlan | | Performance |
| | | | |
Joint Venture Partner Manufacturing Facilities | | | | |
South Africa | | Port Elizabeth | | TransportationMobility |
Russia | | Moscow | | TransportationMobility |
| | | | |
Technology Centers | | | | |
China | | Shanghai | | Performance; TransportationMobility |
Germany | | Wuppertal | | Performance; TransportationMobility |
United States of America | | Mt. Clemens, MI | | Performance; TransportationMobility |
| | Philadelphia, PA | | Performance; TransportationMobility |
| | | | |
Customer Training Centers | | Location by Region | | Number of Facilities |
| | North America | | 1412 |
| | Latin America | | 32 |
| | EMEA | | 1814 |
| | Asia Pacific | | 1920 |
(1) Manufacturing and distribution operations at these facilities are in process of being relocated to other Axalta facilities. We own 31 of our manufacturing facilities, 2 of our technology centers, and 10 of our customer training centers, while the rest of the facilities and centers are leased. We believe that our properties as currently constituted are suitable, adequate and provide sufficient productive capacity for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We are from time to time party to legal proceedings that arise in the ordinary course of business. We are not involved in any litigation other than that which has arisen in the ordinary course of business. We do not expect that any currently pending lawsuits will have a material adverse effect on us as discussed in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The Securities and Exchange Commission regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to recent Securities and Exchange Commission amendments to this requirement, the Company will be using a threshold of $1 million for such proceedings. At this time, the Company is not aware of any matters that exceed this threshold and that meet the other conditions for disclosure except for the following matter summarized below. In January 2022, the Company entered into a settlement agreement with the California South Coast Air Quality Management District (the "District") in order to settle claims by the District alleging that certain of the Company's products failed to comply with applicable volatile organic compound limits imposed under California law. Pursuant to the terms of the settlement agreement, the Company agreed to pay the District $1,377,328 in full settlement of the claims and without admitting any liability or wrongdoing.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of the Company are appointed by the Board of Directors. The information required by this item is set forth below.
The following table provides information regarding our executive officers:
| | | | | | | | | | | | | | |
Name | | Age* | | Position |
Robert W. Bryant | | 53 | | Chief Executive Officer and President |
Sean M. Lannon | | 43 | | Senior Vice President and Chief Financial Officer |
Brian A. Berube | | 59 | | Senior Vice President, General Counsel and Corporate Secretary |
Troy D. Weaver | | 50 | | Senior Vice President, Global Refinish |
Hadi H. Awada | | 43 | | Senior Vice President, Global Mobility Coatings |
Shelley J. Bausch | | 56 | | Senior Vice President, Global Industrial Coatings |
Jeremy Rohen | | 46 | | Senior Vice President, Strategy and Business Development |
Jacqueline Scanlan | | 49 | | Senior Vice President and Chief Human Resources Officer |
*As of February 18, 2022
Robert W. Bryant
Mr. Bryant has served as our Chief Executive Officer and President since October 7, 2018. Prior to that, Mr. Bryant served as our Executive Vice President and Chief Financial Officer from February 2013 until October 2018. Previously, Mr. Bryant served as the Senior Vice President and Chief Financial Officer of Roll Global LLC. Before joining Roll Global in 2007, he was the Executive Vice President of Strategy, New Business Development, and Information Technology at Grupo Industrial Saltillo, S.A.B. de C.V. Prior to joining Grupo Industrial Saltillo in 2004, Mr. Bryant was President of Bryant & Company, which he founded in 2001. Prior positions included serving as Managing Principal with Texas Pacific Group's Newbridge Latin America, L.P., a Senior Associate with Booz Allen & Hamilton Inc. and an Assistant Investment Officer with the International Finance Corporation (IFC). Mr. Bryant began his career at Credit Suisse First Boston in the Mergers & Acquisitions Group. Mr. Bryant graduated summa cum laude and Phi Beta Kappa with a B.A. in Economics from the University of Florida and received his M.B.A. from the Harvard Business School.
Sean M. Lannon
Mr. Lannon has served as our Senior Vice President and Chief Financial Officer since October 12, 2018. Prior to that, Mr. Lannon served as Vice President, Corporate Finance and Global Controller of Axalta since 2016, and was Vice President and Global Controller from 2013 until that promotion. Previously, Mr. Lannon served as the Vice President, Global Controller of Trinseo. Prior to joining Trinseo in 2011, he was the Senior Manager, Financial Reporting at Endo Pharmaceuticals. Mr. Lannon began his career at PricewaterhouseCoopers where he spent more than nine years within the organization's Assurance Practice. Mr. Lannon graduated summa cum laude with a B.A. in Accounting from Philadelphia University.
Brian A. Berube
Mr. Berube has served as our Senior Vice President, General Counsel and Corporate Secretary since June 2019. Previously, Mr. Berube was Senior Vice President and General Counsel of Cabot Corporation, a position he held from March 2003 until June 2019. Prior to this appointment, Mr. Berube held various roles at Cabot, which he joined in 1994. Prior to joining Cabot, Mr. Berube was a corporate attorney at Choate, Hall & Stewart, a Boston law firm, and a law clerk with the New Hampshire Supreme Court. He earned his B.A. in Political Science from the College of the Holy Cross and a J.D. from Boston College Law School.
Troy D. Weaver
Mr. Weaver has served as our Senior Vice President, Global Refinish since October 2020. Prior to that, Mr. Weaver served as our Vice President, Global Refinish from August 2019 until October 2020 and, as our Vice President, North America Refinish from January 2017 until August 2019 where he was responsible for Axalta's high performing Refinish business in the USA and Canada. Mr. Weaver also led Axalta's initiative to secure and grow market share with multiple location collision shop operators, mega-dealers, and nationally recognized collision shop networks. Mr. Weaver began his career at DuPont Performance Coatings in 1992 where he held various Sales and Marketing leadership roles. He is also a two-time recipient of DuPont's Prestigious Marketing Excellence Award, first in 2007 and again in 2010. Mr. Weaver is active in the industry and has served as Chairman of the Board of CIECA (Collision Industry Electronic Commerce Association).
Hadi H. Awada
Mr. Awada has served as our Senior Vice President, Global Mobility Coatings since October 2020. Previously, Mr. Awada was President, Faurecia Clean Mobility – North America, where he also served as a member of Faurecia's North American Board of Management and President, Faurecia Clean Mobility – Asia Pacific, serving on multiple boards with joint venture partners. In those roles, Mr. Awada ran a multibillion-dollar business and led efforts to develop and deploy an operational turnaround and transform the product line to focus on new technologies for customers seeking sustainability and innovation. Previously at Faurecia, he worked in Europe where he led sales and programs for many international customers. He also spent four years in Asia as the Vice President for light vehicle customer business units, product line, marketing and communications. Mr. Awada was employed by Faurecia from 2004 to 2010 and again from 2013 to 2020. Mr. Awada started his career after earning his B.A. from the University of Toledo, serving the Ford Motor Company in various roles within the Ford customer service division.
Shelley J. Bausch
Ms. Bausch has served as our Senior Vice President, Global Industrial Coatings since January 2021. Previously, Ms. Bausch led the Asia Pacific region and the Fluid Technologies business unit for the Carlisle Companies Inc., a manufacturer of engineered products used in roofing, architectural metal, aerospace, medical technologies, industrial, transportation, refinish, and agriculture, mining and construction equipment markets. Before Carlisle, she led the Industrial Coatings business for PPG from 2014 to 2017 and, before that, spent 25 years at Dow Corning Corporation in a variety of senior management and commercial roles. Ms. Bausch serves on the board of directors of the Kraton Corporation. She earned a B.S. in Business Administration, summa cum laude, from Alma College and a M.B.A. from the University of Michigan – Flint.
Jeremy Rohen
Mr. Rohen has served as our Senior Vice President, Strategy and Business Development since January 2021. Previously, Mr. Rohen led corporate development, M&A and investor relations at W.R. Grace & Co., a global specialty chemical company, where he spent over ten years. Before W.R. Grace, he managed acquisitions, divestitures, mergers, joint ventures and growth strategy projects at Seale & Associates, an investment bank, where he spent ten years. He started his career at PricewaterhouseCoopers after earning both a bachelor's degree in Finance and a master's degree in Taxation from The George Washington University School of Business.
Jacqueline Scanlan
Ms. Scanlan has served as our Senior Vice President and Chief Human Resources Officer since June 2021. From 2017 to 2021, Ms. Scanlan served as Senior Vice President, Human Resources at Haemonetics Corporation, a global medical technology company. Before Haemonetics, from 2014 to 2016, she served as Corporate Vice President, Human Resources, North America at Novo Nordisk, a global healthcare company. Prior to Novo Nordisk, she held leadership positions at Campbell Soup Company, Bristol-Myers Squibb, DuPont Pharmaceuticals Company and Accenture. She received a B.A. in Political Science from St. Joseph's University and a M.S. in Organizational Dynamics from the University of Pennsylvania.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Share Price and DividendsInformation
Our common shares are traded on the New York Stock Exchange under the symbol "AXTA."
As of February 12, 2020,10, 2022, there were 9five registered holders of record of Axalta’sAxalta's common stockshares as shown on the records of the Company’sCompany's transfer agent. A substantially greater number of holders of Axalta common stockshares are “street name”"street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
Since our incorporation in August 2012, we have not paid dividends on our common shares, and we do not currently intend to pay dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table summarizes the Company's share repurchase activity through its share repurchase program for the three months ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions, except per share data) | | | | | | |
Month | | Total Number of Shares Purchased(1) | | Average Price Paid per Share(1) | | Total Number of Shares Purchased as Part of Publicly Announced Programs(1) | | Approximate Dollar Value of Shares That May Yet Be Purchased Under Our Share Repurchase Program(1) |
October 2021 | | — | | $ | — | | | — | | $ | 647.4 | |
November 2021 | | 0.5 | | 31.28 | | 0.5 | | 632.4 |
December 2021 | | 0.5 | | 30.61 | | 0.5 | | 617.4 |
Total | | 1.0 | | $ | 30.94 | | | 1.0 | | $ | 617.4 | |
(1) All shares were repurchased through the share repurchase program announced in March 2017 (the "Program"). In April 2021, our Board of Directors authorized an increase in the Program by $625.0 million, bringing the total size of the Program to $1.3 billion, of which we have already purchased $682.6 million. Under the Program, we repurchased $30.0 million of our common shares during the three months ended December 31, 2021. At December 31, 2021, the Company had remaining authorization to repurchase $617.4 million of shares. There is no expiration date on the Program.
Stock Performance
The line graph illustrated below compares the cumulative total shareholder value return of our common shares since our 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 December 31, 2014,2016.
In the dateAnnual Report on which our common shares began trading on the NYSE.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data and other information of Axalta and should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the related notes included elsewhere in this Form 10-K. The selected consolidated financial data10-K for the years ended December 31, 2019, 2018 and 2017 and as of December 31, 2019 and 2018 are derived from our audited financial statements included elsewhere in this Form 10-K. The selected consolidated financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2017, 2016 and 2015 are derived from our audited financial statements not included in this Form 10-K.
During the year ended December 31, 2019,2020, the presentationcomparison of cumulative total shareholder value return compared the return on Axalta's common shares to the S&P 500 and the S&P 500 Chemicals. For 2021, we have replaced the S&P 500 Chemicals with the Standard & Poor's 400 Materials Index ("S&P 400 Materials") as one of our comparative indices. The S&P 400 Materials is used as a benchmark for certain of our compensation plans, and we believe that the companies in this index are more comparable to the Company and, therefore, the index serves as a better comparison to the return on Axalta's common shares. A comparison of the consolidated statements of operations was updated, with prior periods updated for comparability with the current year presentation. For further information, refer to Note 1 to the consolidated financial statements included elsewhereS&P 500 Chemicals appears in this Annual Report on Form 10-K.10-K but will not appear in subsequent Annual Reports.
ITEM 6. RESERVED
|
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
(In millions, except per share data) | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
Statements of Operations Data: | | | | | | | | | | |
Net sales | | $ | 4,482.2 |
| | $ | 4,696.0 |
| | $ | 4,377.0 |
| | $ | 4,092.7 |
| | $ | 4,110.0 |
|
Cost of goods sold | | 2,917.9 |
| | 3,106.3 |
| | 2,780.5 |
| | 2,528.8 |
| | 2,603.5 |
|
Selling, general and administrative expenses | | 822.1 |
| | 876.4 |
| | 934.7 |
| | 881.5 |
| | 844.4 |
|
Other operating charges | | 70.7 |
| | 82.7 |
| | 131.6 |
| | 136.2 |
| | 64.4 |
|
Research and development expenses | | 70.2 |
| | 73.1 |
| | 65.3 |
| | 57.7 |
| | 51.6 |
|
Amortization of acquired intangibles | | 113.1 |
| | 115.4 |
| | 101.2 |
| | 83.4 |
| | 80.7 |
|
Income from operations | | 488.2 |
| | 442.1 |
| | 363.7 |
| | 405.1 |
| | 465.4 |
|
Interest expense, net | | 162.6 |
| | 159.6 |
| | 147.0 |
| | 178.2 |
| | 196.5 |
|
Other (income) expense, net | | (4.4 | ) | | 15.0 |
| | 27.1 |
| | 144.2 |
| | 111.0 |
|
Income before taxes | | 330.0 |
| | 267.5 |
| | 189.6 |
| | 82.7 |
| | 157.9 |
|
Provision for income taxes | | 77.4 |
| | 54.2 |
| | 141.9 |
| | 38.1 |
| | 62.1 |
|
Net income | | 252.6 |
| | 213.3 |
| | 47.7 |
| | 44.6 |
| | 95.8 |
|
Less: Net income attributable to noncontrolling interests | | 3.6 |
| | 6.2 |
| | 11.0 |
| | 5.8 |
| | 4.2 |
|
Net income attributable to controlling interests | | $ | 249.0 |
| | $ | 207.1 |
| | $ | 36.7 |
| | $ | 38.8 |
| | $ | 91.6 |
|
Per share data: | | | | | | | | | | |
Net income per share: | | | | | | | | | | |
Basic net income per share | | $ | 1.06 |
| | $ | 0.87 |
| | $ | 0.15 |
| | $ | 0.16 |
| | $ | 0.39 |
|
Diluted net income per share | | $ | 1.06 |
| | $ | 0.85 |
| | $ | 0.15 |
| | $ | 0.16 |
| | $ | 0.38 |
|
Basic weighted average shares outstanding | | 233.9 |
| | 239.0 |
| | 240.4 |
| | 238.1 |
| | 233.8 |
|
Diluted weighted average shares outstanding | | 235.8 |
| | 242.9 |
| | 246.1 |
| | 244.4 |
| | 239.7 |
|
| | | | | | | | | | |
Other Financial Data: | | | | | | | | | | |
Cash flows from: | | | | | | | | | | |
Operating activities | | $ | 573.1 |
| | $ | 496.1 |
| | $ | 540.0 |
| | $ | 559.3 |
| | $ | 409.8 |
|
Investing activities (1) | | (93.9 | ) | | (189.2 | ) | | (689.6 | ) | | (257.0 | ) | | (166.2 | ) |
Financing activities (1) | | (158.4 | ) | | (368.2 | ) | | 367.3 |
| | (232.6 | ) | | (84.7 | ) |
Depreciation and amortization | | 353.0 |
| | 369.1 |
| | 347.5 |
| | 322.1 |
| | 307.7 |
|
Purchases of property, plant and equipment | | (112.5 | ) | | (143.4 | ) | | (125.0 | ) | | (136.2 | ) | | (138.1 | ) |
32
|
| | | | | | | | | | | | | | | | | | | | |
| | December 31, |
(In millions) | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
Balance sheet data: | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,017.5 |
| | $ | 693.6 |
| | $ | 769.8 |
| | $ | 535.4 |
| | $ | 485.0 |
|
Working capital (2) | | 1,500.5 |
| | 1,269.0 |
| | 1,233.4 |
| | 977.9 |
| | 955.2 |
|
Total assets | | 6,818.0 |
| | 6,675.7 |
| | 6,832.2 |
| | 5,866.2 |
| | 5,839.8 |
|
Indebtedness | | 3,834.1 |
| | 3,864.0 |
| | 3,915.6 |
| | 3,263.9 |
| | 3,441.5 |
|
Total liabilities | | 5,408.4 |
| | 5,365.2 |
| | 5,424.4 |
| | 4,619.6 |
| | 4,706.5 |
|
Total shareholders’ equity | | 1,409.6 |
| | 1,310.5 |
| | 1,407.8 |
| | 1,246.6 |
| | 1,133.3 |
|
Cash dividends declared per common share | | — |
| | — |
| | — |
| | — |
| | — |
|
| |
(1) | During the year ended December 31, 2019, the statement of cash flows for the year ended 2018 were updated to correct an immaterial error. See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
| |
(2) | Working capital is defined as current assets less current liabilities. |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K, as well as the information presented under Part II, Item 6, "Selected Financial Data" of this Annual Report on Form 10-K.
We have applied the FAST Act Modernization and Simplification of Regulation S-K, which allows for the discussion of the two most recent fiscal years. This discussion and analysis reflectsdeals with comparisons of material changes in the consolidated financial statements for 20192021 and 2018 for all matters excluding selling, general and administrative expenses, other operating charges and EBIT. Selling, general and administrative expenses and other operating charges also includes comparison for 2018 and 2017 as these items have not previously been disclosed with the current presentation. EBIT discussions also includes comparison for 2018 and 2017 as this has not previously been disclosed due to the change in our primary performance metric.2020. For the comparison of 20182020 and 2017 for all other operating results,2019, see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 20182020 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2019.18, 2021.
FORWARD-LOOKING STATEMENTS
Many statements made in the following discussion and analysis of our financial condition and results of operations and elsewhere in this Annual Report on Form 10-K that are not statements of historical fact, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning of federal securities laws and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan, strategies and capital structure. These statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects,"projected," "projections," "can," "committing," "should," "could," "would," "may," "will," "forecast""forecasts" and the negative of these words or other comparable or similar expressions.terminology. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Annual Report on Form 10-K, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, 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" in this Annual Report on Form 10-K and in other document we have filed with, or furnished to, the SEC, and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors, including, but not limited to, those described in "Risk Factors," could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. 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;
the outcome or timing of our previously announced comprehensive review of strategic alternatives to maximize shareholder value;
increased competition;
reduced demand for some of our products as a result of improved safety features on vehicles, insurance company influence, new business models or new methods of travel;
risks 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 business 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, natural disasters, pandemics and other health crises that may materially adversely affect our business, financial condition and results of operations;
risks associated with the United Kingdom’s withdrawal from the European Union;
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 as a result of our current and past operations or products, including operations or products related to our business prior to our acquisition of DuPont Performance Coatings;
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;
risks associated with changes in tax rates or regulations, including unexpected impacts of the new U.S. TCJA 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;
other factors disclosed in this Annual Report on Form 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.
OVERVIEW
We are a leading global manufacturer, marketer and distributor of high performancehigh-performance coatings systems.systems and products. We have over a 150-year heritage in the coatings industry and are known for manufacturing high-quality products with well-recognized brands supported by market-leading technology and customer service. Our diverse global footprint of 4847 manufacturing facilities, four technology centers, 5448 customer training centers and approximately 14,00013,000 people allows us to meet the needs of customers in over 130140 countries. We serve our customer base through an extensive sales force and technical support organization, as well as through approximately 4,000 independent, locally based distributors.
We operate our business in two operating segments, Performance Coatings and Mobility Coatings. Previously named Transportation Coatings.Coatings, our Mobility Coatings segment was renamed in 2021 with no changes to the underlying business or segment structure. 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 TransportationMobility 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.
BUSINESS HIGHLIGHTS
General Business Highlights
Our net sales decreased 4.6%increased 18.2% for the year ended December 31, 20192021 compared towith the year ended December 31, 2018, primarily2020. The increased sales were driven by a net decrease inhigher volumes of 4.8%, which included10.5% as a result of demand recovery from the impacts of the sale of our consolidated joint venture net of acquisitions, which contributed to a decrease of 1.1% in volumes, as well as the impacts of unfavorable foreign currency translation of 3.0%. Partially offsetting the decline in volumes during the period was an increase inCOVID-19, higher average selling pricesprice and product mix of 3.2%.4.0%, contributions from acquisitions of 1.9% and a 1.8% benefit from foreign currency translation partially offset by significant impacts of the semiconductor chip and other supply chain shortages that affected our customers. The following trends have impacted our segment and end-market net sales performance:
| |
• | Performance Coatings:Net sales decreased 3.6% compared to 2018 driven primarily by a decrease in volumes across both end-markets of 4.7%, inclusive of the negative impacts of portfolio changes of 1.7% associated with the sale of our consolidated joint venture in China, as well as the impacts of unfavorable foreign currency translation of 2.9%. Partially offsetting the decline in volumes during the period was an increase in average selling prices and product mix of 4.0%, of which both end-markets positively contributed.•Performance Coatings:Net sales increased 23.0% compared to 2020. The increased sales were primarily driven by higher volumes of 13.1% as a result of demand recovery from the impacts of COVID-19, higher average selling prices and product mix of 5.0%, and contributions from acquisitions of 2.8%. Net sales also benefited 2.1% from foreign currency translation driven primarily by fluctuations of the Euro, Chinese Renminbi, and British Pound compared to the U.S. Dollar. •Mobility Coatings: Net sales increased 8.1% compared to 2020. The increased sales were primarily driven by higher volumes of 5.0% as a result of demand recovery from the impacts of COVID-19 as well as higher average selling prices and product mix of 1.8%, partially offset by significant impacts of semiconductor chip and other supply chain shortages. Net sales also benefited 1.3% from foreign currency translation driven primarily by fluctuations of the Chinese Renminbi and Euro partially offset by fluctuations in the Brazilian Real and Turkish Lira compared to the U.S. Dollar. |
| |
• | Transportation Coatings: Net sales decreased by 6.3% compared to 2018 driven primarily by a decrease in volumes of 4.9% as a result of declines in global light vehicle production as well as the impacts of unfavorable foreign currency translation of 3.0%. Partially offsetting the decline in volumes during the period was an increase in average selling prices and product mix of 1.6% as a result of light vehicle end-market contributions.
|
Our business serves four end-markets globally with net sales for the years ended December 31, 2021 and 2020 as follows:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | | Year Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | % change |
Performance Coatings | | | | | | |
Refinish | | $ | 1,776.4 | | | $ | 1,449.0 | | | 22.6 | % |
Industrial | | 1,319.9 | | | 1,067.4 | | | 23.7 | % |
Total Net sales Performance Coatings | | 3,096.3 | | | 2,516.4 | | | 23.0 | % |
Mobility Coatings | | | | | | |
Light Vehicle | | 1,013.1 | | | 960.5 | | | 5.5 | % |
Commercial Vehicle | | 306.8 | | | 260.7 | | | 17.7 | % |
Total Net sales Mobility Coatings | | 1,319.9 | | | 1,221.2 | | | 8.1 | % |
Total Net sales | | $ | 4,416.2 | | | $ | 3,737.6 | | | 18.2 | % |
|
| | | | | | | | | | | |
(In millions) | | Year Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | % change |
Performance Coatings | | | | | | |
Refinish | | $ | 1,760.4 |
| | $ | 1,759.6 |
| | — | % |
Industrial | | 1,163.0 |
| | 1,273.5 |
| | (8.7 | )% |
Total Net sales Performance Coatings | | 2,923.4 |
| | 3,033.1 |
| | (3.6 | )% |
Transportation Coatings | | | | | | |
Light Vehicle | | 1,208.4 |
| | 1,307.2 |
| | (7.6 | )% |
Commercial Vehicle | | 350.4 |
| | 355.7 |
| | (1.5 | )% |
Total Net sales Transportation Coatings | | 1,558.8 |
| | 1,662.9 |
| | (6.3 | )% |
Total Net sales | | $ | 4,482.2 |
| | $ | 4,696.0 |
| | (4.6 | )% |
Semiconductor chip shortages, supply chain constraints and raw material inflationDuring the year ended December 31, 2021, we were impacted globally by semiconductor chip shortages, primarily affecting our Light Vehicle end-market, supply chain shortages as a result of severe weather in the U.S., inflation of raw material costs and logistics constraints. We anticipate the semiconductor chip and supply chain constraints, including the tightness of raw materials and freight and logistic challenges, will continue to impact our results through 2022 and raw material inflation to continue to impact our results into 2022 with potential abatement as the year progresses. We will continue to monitor these conditions and take appropriate actions that we believe will help mitigate costs and other operational impacts.
Coronavirus ("COVID-19") Pandemic
During the year ended December 31, 2021, our business continued to recover from the significant adverse impact on the demand for our products and, thus, our income from operations, caused by the COVID-19 pandemic, which began in early 2020. While we have seen a return to more stable quarter-over-quarter demand for our products and services, we remain cognizant of future COVID-19 developments, such as impacts from new variants, including employee absenteeism, shutdowns or other restrictions, that could impact our future results of operations, financial condition and cash flows. The risks and uncertainties related to the COVID-19 pandemic are discussed in further detail within Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Acquisitions and Divestiture Highlights
During the year ended December 31, 2019,2021, we successfully completed the sale of our 60% interest in a consolidated joint venturetwo strategic acquisitions within our Performance Coatings segment. As a resultsegment, including the acquisition of the divestiture, we recorded a pre-tax loss of $3.4 millionU-POL, which are discussed in our consolidated statements of operations for the year ended December 31, 2019.
During the year ended December 31, 2019, we purchased additional interests in certain previously consolidated joint venturesfurther detail within our Industrial end-market, increasing our total ownership to 100% for total consideration of $31.1 million. These included the remaining 40% interest in a joint venture in our Asia Pacific region and the remaining 24.5% interest pursuantNote 3 to the stock purchase agreement for a joint venture acquired during the year ended December 31, 2016.consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
During the year ended December 31, 2019, we recognized impairments
Capital and Liquidity Highlights
During the year ended December 31, 2019,2021, we repurchased 4.18.2 million shares for total consideration of $105.3$243.7 million as we continue to execute against our previously approved share repurchase program. In April 2021, our Board of Directors authorized an increase in our common share repurchase program of $625.0 million, bringing the size of the program, initially announced in March 2017, to a total of $1.3 billion, of which we have repurchased $682.6 million through December 31, 2021.
On June 28, 2019,During the year ended December 31, 2021, in connection with the Tenth Amendment to the Credit Agreement (the "Tenth Amendment") discussed within Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we amendedincreased the borrowing capacity under our revolving credit facility from $400.0 million Revolving Credit Facility to extend$550.0 million and extended the maturity of the revolving credit facility from August 20212024 to March 2024 and improve2026, provided that such date will be accelerated in certain circumstances as set forth in the terms. Tenth Amendment.
See Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Strategic ReviewEnvironmental, Social and Governance Framework
On June 19, 2019,In January 2022, we announced a new ESG framework that our Board of Directors had initiated a comprehensive review of strategic alternatives to maximize shareholder value. There can be no assurances regarding the outcome or timing of the strategic review process.details longer-term ESG goals and strategies. See Part I, Item 1, "Business—Environmental, Social and Governance" included elsewhere in this Annual Report on Form 10-K for additional information.
During the year, we established a retention program, under which certain of the Company’s and its subsidiaries’ employees, are eligible to participate, to help ensure continuity of the Company’s business. Under the retention program, each eligible employee will receive a cash award payable under the terms of the respective agreement. During the year December 31, 2019, approximately $26 million in cash payments were made associated with employee retention as well as advisory fees associated with the ongoing review of strategic alternatives. The maximum anticipated cost of the retention program is approximately $40 million to be earned over 18 to 24 months.
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.
During the year ended December 31, 2019, the presentation of the consolidated statements of operations was updated and the 2018 and 2017 consolidated statements of operations were updated for comparability with the current year presentation. For further information, refer to Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Net sales
We generate revenue from the sale of our products and services across all major geographic areas. Our net sales include total sales less estimates for returns and price allowances. Price allowances include discounts for prompt payment as well as volume-based incentives. Our overall net sales are generally impacted by the following factors:
•fluctuations in overall economic activity within the geographic markets in which we operate;
•underlying growth 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, quality competition and the launch of new products by competitors;
•our ability to successfully develop and launch new products and applications;
•changes in buying habits of our customers (including our distributors); and
•fluctuations in foreign exchange rates.
While the factors described above impact net sales in each of our operating segments, the impact of these factors on our operating segments can differ, as described below. For more information about risks relating to our business, see Part I, Item 1A, "Risk Factors—Risks Related to our Business."
Cost of goods sold ("cost of sales")
Our cost of sales consists principally of the following:
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• | •Production materials costs. These include costs of the materials needed to manufacture products for distribution. These costs generally increase on an aggregate basis as production volumes increase, but product prices are also influenced by changes in market dynamics. A significant amount of the materials used in production are purchased on a global lowest-cost basis. •Employee costs. These include the compensation and benefit costs, including share-based compensation expense, for employees involved in our manufacturing operations and on-site technical support services. These costs generally increase on an aggregate basis as production volumes increase and may decline as a percent of net sales as a result of economies of scale associated with higher production volumes.
•Depreciation expense. Property, plant and equipment are stated at cost and depreciated or amortized on a straight-line basis over their estimated useful lives. 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. •. These include costs of the materials needed to manufacture products for distribution. These costs generally increase on an aggregate basis as production volumes increase. A significant amount of the materials used in production are purchased on a global lowest-cost basis. |
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• | Employee costs. These include the compensation and benefit costs, including share-based compensation expense, for employees involved in our manufacturing operations and on-site technical support services. These costs generally increase on an aggregate basis as production volumes increase and may decline as a percent of net sales as a result of economies of scale associated with higher production volumes.
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• | Depreciation 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.
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• | Other. Our remaining cost of sales consists of freight costs, warehousing expenses, purchasing costs, costs associated with closing or idling of production facilities, functional costs supporting manufacturing, cost of poor quality, including product claims and other general manufacturing expenses, such as expenses for utilities and energy consumption. |
The main factors that influence our cost of goods soldsales as a percentage of net sales include:
•changes in the price of raw materials;
•changes in the costs of labor, logistics and energy;
•production volumes;
•the implementation of cost control measures aimed at improving productivity, including reduction of fixed production costs, refinements in inventory management and the coordination of purchasing within each subsidiary and at the business level;
•fluctuations in foreign exchange rates; and
•changes in sales volumes, average selling prices and product mix.
Selling, general and administrative expenses ("SG&A")
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 the costs of labor;
•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.
Other operating charges
Our other operating charges include termination benefits and other employee related costs, strategic review and retention costs, acquisition and divestiture-related costs, and deconsolidation and impairment charges, an operational matter, which is discussed further in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, and gains of sales of facilities details of which are included in our reconciliations of segment operating performance to income before income taxes.
Research and development expenses
Research and development expenses represent 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, Senior Notes and other indebtedness.
Other (income) expense, net
Other (income) 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, interest income, as well as foreign exchange gains and losses and non-operational impairment losses unrelated to our core business.
Provision for income taxes
We and our subsidiaries are subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain, changes to the debt and equity capitalization of our subsidiaries, 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.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the accompanying financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Our historical results of operations summarized and analyzed below may not necessarily reflect what will occur in the future.
During the year ended December 31, 2019, the presentation of the consolidated statements of operations was updated and the 2018 and 2017 consolidated statements of operations were updated for comparability with the current year presentation. For further information, refer to Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Net sales
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| | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Net sales | | $ | 4,482.2 |
| | $ | 4,696.0 |
| | $ | (213.8 | ) | | (4.6 | )% |
Volume effect | | | | | | | | (3.7 | )% |
Impact of portfolio changes | | | | | |
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| | (1.1 | )% |
Price/Mix effect | | | | | |
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| | 3.2 | % |
Exchange rate effect | | | | | |
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| | (3.0 | )% |
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Net sales | | $ | 4,416.2 | | | $ | 3,737.6 | | | $ | 678.6 | | | 18.2 | % |
Volume effect | | | | | | | | 10.5 | % |
Impact of portfolio changes | | | | | | | | 1.9 | % |
Price/Mix effect | | | | | | | | 4.0 | % |
Exchange rate effect | | | | | | | | 1.8 | % |
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Net sales decreasedincreased primarily due to the following: |
n LowerHigher sales volumes across both segments drivenas a result of demand recovery from the impacts of COVID-19 on 2020 results, partially muted by subdued global automotivecustomer production limitations resulting from significant impacts of semiconductor and accelerated industrial slowdown in various regions, partially offset by a modest volumes increase in our commercial vehicle end-marketother supply-chain constraints |
n Unfavorable impactsHigher average selling price driven in both segments as a result of currency translation, due primarilypricing actions taken to the weakening of the Euro, Chinese Renminbi, Brazilian Real and Argentine Peso compared to the U.S. dollaroffset input price inflation |
n Negative impacts as a result of portfolio changes, which includedIncreased sales through the sale of our consolidated joint venture interestsacquisitions discussed within our Performance Coatings segment, as noted in Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K |
Partially offset by: |
n Higher average selling prices across both segmentsFavorable impacts of currency translation, due primarily to the fluctuations of the Euro, Chinese Renminbi and all regions, except for our commercial vehicle end-market, which realized lower selling prices dueBritish Pound compared to adverse changes in product mixthe U.S. dollar |
Cost of sales
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Cost of sales | | $ | 2,917.9 |
| | $ | 3,106.3 |
| | $ | (188.4 | ) | | (6.1 | )% |
% of net sales | | 65.1 | % | | 66.1 | % | | | | |
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Cost of sales | | $ | 2,987.3 | | | $ | 2,457.9 | | | $ | 529.4 | | | 21.5 | % |
% of net sales | | 67.6 | % | | 65.8 | % | | | | |
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Cost of sales decreasedincreased primarily due to the following: |
n LowerHigher sales volumes across both segments as a result of demand recovery from the impacts of COVID-19 on 2020 results |
n FavorableHigher variable input costs due to raw material inflation and supply chain impacts of currency translation of 2.8%, due primarily to the weakening of the Euro, Chinese Renminbi, Brazilian Real and Argentine Peso compared to the U.S. dollar |
n DeclineIncreased compensation-related expenses because of the lapse of temporary COVID-19 related cost reduction actions in stock-based compensation expense of $6.9 million due to management attrition resulting in forfeituresthe prior year |
n Decline in depreciation of operating equipment |
Partially offset by: |
n Increased raw material costs across both segments
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n Increased accelerated depreciation expense of $14.0 million to $24.3 million in the current year associated with the announced closure of our Mechelen, Belgium facility, compared to $10.3 million for the comparable period
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Cost of sales as a percentage of net sales decreased slightly due to the following: |
n Price and product mix increases to net sales to more than offset higher raw material costs, partially offset by lower sales volumes covering fixed costs
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n Decline in stock-based compensation expense of $6.9 million due to management attrition resulting in forfeitures, partially offset by increased accelerated depreciation expense of $14.0 million to $24.3 million in current year associated with the closure of our Mechelen, Belgium facility, compared to $10.3 million for the comparable period
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Selling, general and administrative expenses
2019 Compared to 2018
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Selling, general and administrative expenses | | $ | 822.1 |
| | $ | 876.4 |
| | $ | (54.3 | ) | | (6.2 | )% |
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Selling, general and administrative expenses decreased due to the following: |
n Decline in commissions and sales incentive compensation driven by decrease in net sales
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n Reduction in costs due to operational efficiencies associated with our cost savings initiatives
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n Favorable impacts of currency translation of 2.8%, due primarily to the weakening of the Euro, Chinese Renminbi, Brazilian Real and Argentine Peso compared to the U.S. dollar
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n Decline in stock-based compensation expense of $14.7 million due to management attrition resulting in forfeitures
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2018 Compared to 2017
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| | Years Ended December 31, | | 2018 vs 2017 |
| | 2018 | | 2017 | | $ Change | | % Change |
Selling, general and administrative expenses | | $ | 876.4 |
| | $ | 934.7 |
| | $ | (58.3 | ) | | (6.2 | )% |
Impact of ASU 2014-09 (1) | | (64.0 | ) | | — |
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Selling, general and administrative expenses, excluding impact of ASU 2014-09 | | $ | 940.4 |
| | $ | 934.7 |
| | $ | 5.7 |
| | 0.6 | % |
% of net sales, excluding impact of ASU 2014-09 | | 20.0 | % | | 21.4 | % | | | | |
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(1) | Related to the adoption of ASU 2014-09, "Revenue from Contracts with Customers," on January 1, 2018. Seeacquisitions discussed within Note 23 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
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Selling, general and administrative expenses, excluding the impact of ASU 2014-09, increased due to the following: |
n Incremental impact from our acquisitions of $5.9 million10-K
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n Unfavorable impacts of foreign currency translation, of 1.0%, primarily related to the strengthening of the Euro and Chinese Renminbi against the U.S. Dollar |
Partially offset by: |
n Reduction in costs due to operational efficiencies associated with our cost savings initiatives
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Other operating charges
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| | Years Ended December 31, | | 2019 vs 2018 | | Years Ended December 31, | | 2018 v 2017 |
| | 2019 | | 2018 | | $ Change | | % Change | | 2018 | | 2017 | | $ Change | | % Change |
Other operating charges | | $ | 70.7 |
| | $ | 82.7 |
| | $ | (12.0 | ) | | (14.5 | )% | | $ | 82.7 |
| | $ | 131.6 |
| | $ | (48.9 | ) | | (37.2 | )% |
2019 Compared to 2018
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Other operating charges decreased due to the following: |
n Reductions in termination benefits and other employee related costs associated with our costs savings initiatives of $46.5 million, from $81.7 million to $35.2 million for 2018 and 2019, respectively
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Partially offset by: |
n Losses recorded in 2019 on charges of $17.7 million, primarily in China related to the abandonment of engineering work for aspects of our China footprint project which has been adjusted due to evolving market conditions
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n Advisory costs pertaining to our previously announced comprehensive review of strategic alternatives of $7.3 million for 2019, for which there were no such costs for the comparable period
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n Costs associated with the amortization of retention awards to be earned over an 18 to 24 month period of $6.1 million.
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n Losses on the sale of our interest in a consolidated joint venture of $3.4 million in 2019, as discussed above in "Business Highlights - Acquisitions and Divestitures Highlights"
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2018 Compared to 2017
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Other operating charges decreased due to the following: |
n During the year ended December 31, 2017, we recorded a $70.9 million loss in conjunction with the deconsolidation of our Venezuelan subsidiary, while there were no corresponding losses recorded during the year ended December 31, 2018
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Partially offset by: |
n An increase in Axalta Way cost savings initiatives and acquisition related costs of $21.4 million to $82.7 million, inclusive of $70.6 million of severance costs from the announced closure of our Mechelen, Belgium manufacturing facility, as compared to $61.3 million for the year ended December 31, 2017
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Research and development expenses
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Research and development expenses | | $ | 70.2 |
| | $ | 73.1 |
| | $ | (2.9 | ) | | (4.0 | )% |
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Research and development expenses decreased due to the following: |
n Impacts of the sale of our consolidated joint venture
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n Favorable impacts of currency translation, which reduced expenses by 1.0%, due primarily to the weakeningfluctuations of the Euro and Chinese Renminbi compared to the U.S. dollar
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Amortization of acquired intangibles
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Amortization of acquired intangibles | | $ | 113.1 |
| | $ | 115.4 |
| | $ | (2.3 | ) | | (2.0 | )% |
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Amortization |
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Cost of acquired intangibles decreasedsales as a percentage of net sales increased primarily due to the following: |
n FavorableHigher variable input costs due to raw material inflation and supply chain impacts |
n Increased compensation-related expenses because of the lapse of temporary COVID-19 related cost reduction actions in the prior year |
Partially offset by: |
n Higher sales volume covering fixed costs |
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Selling, general and administrative expenses
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| | Years Ended December 31, | | 2021 vs 2020 | | | | |
| | 2021 | | 2020 | | $ Change | | % Change | | | | | | | | |
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Selling, general and administrative expenses | | $ | 738.7 | | | $ | 695.0 | | | $ | 43.7 | | | 6.3 | % | | | | | | | | |
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Selling, general and administrative expenses increased primarily due to the following: |
n Unfavorable impacts of foreign currency translation, of 1.2%,due primarily related to the weakeningfluctuations of the Euro and Chinese Renminbi compared to the U.S. dollar |
Interest expense, net
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Interest expense, net | | $ | 162.6 |
| | $ | 159.6 |
| | $ | 3.0 |
| | 1.9 | % |
n Increased expenses as a result of acquisitions discussed within Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K |
n Higher operating costs including compensation-related costs, due to the lapse of temporary COVID-19 related cost reductions in the prior year, partially offset by the reduction in costs resulting from operational efficiencies associated with our structural cost savings initiatives |
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Interest expense, netn Increase in commissions and sales incentive compensation driven by increased sales |
Partially offset by: |
n Lower bad debt expenses in 2021 compared to 2020 of $10.0 million associated with trade receivables |
Other operating charges
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Other operating charges | | $ | 44.0 | | | $ | 110.8 | | | $ | (66.8) | | | (60.3) | % |
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Other operating charges changed primarily due to the following: |
nDecrease of $38.0 million in termination benefits and other employee related costs associated with our cost saving initiatives from $74.9 million in the prior year to $36.9 million in the current year |
nDecrease of $21.0 million associated with retention awards and the review of strategic alternatives that was concluded in March 2020, from $30.7 million in the prior year to $9.7 million in the current year |
n Gains of $18.7 million in the current year related to the sales of manufacturing facilities |
nDecrease of $5.1 million in impairment charges primarily related to impairments and associated write-downs in the prior year resulting from our decision to exit the Performance Coatings segment business in Argentina, which did not re-occur in the current year |
n Impacts of currency translation were immaterial when compared with 2020 |
Partially offset by: |
n Increase of $11.8 million in expenses for acquisition-related costs during the current year primarily associated with costs associated with the U-POL acquisition |
Research and development expenses
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Research and development expenses | | $ | 62.4 | | | $ | 55.2 | | | $ | 7.2 | | | 13.0 | % |
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Research and development expenses increased primarily due to the following: |
n IncreasesIncrease in averagecompensation-related expenses and other spending due to the absence of temporary cost savings initiatives that were in place during 2020 |
n Impacts of currency translation were immaterial when compared with 2020 |
Amortization of acquired intangibles
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Amortization of acquired intangibles | | $ | 121.4 | | | $ | 113.2 | | | $ | 8.2 | | | 7.2 | % |
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Amortization of acquired intangibles increased primarily due to the following: |
n Amortization related to intangible assets acquired in our acquisitions discussed within Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K |
n Unfavorable impacts of foreign currency translation, primarily related to fluctuations of the Euro compared to the U.S. dollar |
Interest expense, net
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Interest expense, net | | $ | 134.2 | | | $ | 149.9 | | | $ | (15.7) | | | (10.5) | % |
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Interest expense, net decreased primarily due to the following: |
n Decrease in variable interest rates due to LIBOR increasesdecreases on our variable rate debt over the comparable period and benefits on our fixed rate debt issued with our debt refinancing activity in November 2020 |
n Increase associatedImpacts of currency translation were immaterial when compared with imputed interest on higher average lease liability balances resulting from the new accounting standard adopted on January 1, 2019, which were lower under the historical standard, from $2.6 million during 2018 to $3.5 million during 20192020 |
Partially offset by: |
n WeakeningUnfavorable impacts of increased average principal over the Euro compared to the U.S. Dollar of 2.4%comparable period resulting from our 2020 debt refinancing activities |
n FavorableUnfavorable impacts of our derivative instruments and full year impacts ofused to hedge the 2018 refinancingvariable interest rate exposure on certain debt arrangements |
Other (income) expense, net
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| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Other (income) expense, net | | $ | (4.4 | ) | | $ | 15.0 |
| | $ | (19.4 | ) | | (129.3 | )% |
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| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Other (income) expense, net | | $ | (12.3) | | | $ | 33.4 | | | $ | (45.7) | | | (136.8) | % |
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Other income, net in 2019 and other(income) expense, net in 2018 changed primarily due to the following: |
n Reduction in debt extinguishment and refinancing related costs of $9.3$34.2 million from $9.5 million to $0.2 million during 2018 and 2019, respectively |
n IncreaseIncome of $8.3 million recorded in other miscellaneous income, net of $9.0 million, from $3.8 million during 20182021 related to $12.8 million during 2019a tax law change with respect to certain Brazilian indirect taxes |
n Reduction inFavorable impact of foreign exchange losses of $4.9 million when compared with the prior-year period driven by the Euro and Swiss Franc |
Partially offset by: |
n A net benefit of $0.9 million, from $9.2$0.8 million during 2018 to $8.3 million during 2019the prior period as a result of changes in pension curtailment, settlements, and special termination benefits activity within accumulated other comprehensive loss |
Provision for income taxes
| | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | | | |
| | 2021 | | 2020 | | | | |
Income before income taxes | | $ | 340.5 | | | $ | 122.2 | | | | | |
Provision for income taxes | | 76.1 | | | 0.2 | | | | | |
Statutory U.S. Federal income tax rate | | 21.0 | % | | 21.0 | % | | | | |
Effective tax rate | | 22.4 | % | | 0.2 | % | | | | |
Effective tax rate vs. statutory U.S. Federal income tax rate | | 1.4 | % | | (20.8) | % | | | | |
| | | | | | | | | | | | | | |
| | (Favorable) Unfavorable Impact |
Items impacting the effective tax rate vs. statutory U.S. federal income tax rate | | 2021 | | 2020 |
Earnings generated in jurisdictions where the statutory rate is lower than the U.S. Federal rate (1) | | $ | (16.9) | | | $ | (13.9) | |
Changes in valuation allowance | | 18.1 | | | 10.0 | |
Foreign exchange gain, net | | 2.2 | | | 8.2 | |
Stock-based compensation excess tax shortfalls (benefits) | | 0.4 | | | (0.3) | |
Non-deductible expenses and interest | | 5.7 | | | 4.6 | |
Change in unrecognized tax benefits (2) | | (4.9) | | | 54.9 | |
Intra-entity asset transfer (3) | | — | | | (50.8) | |
Foreign taxes | | 8.7 | | | 7.0 | |
Other - net (4) | | (7.0) | | | (42.7) | |
(1) Primarily related to earnings in Bermuda, Germany, Luxembourg, and Switzerland.
(2) In 2020, we recorded charges of $14.3 million in connection with the income tax audit in Germany and $27.3 million in the Netherlands related to realized exchange gain. The Netherlands item is fully offset by a tax benefit of $27.3 million recorded in 2020 to adjust to the prior year tax filing position.
(3) In 2020, the Company recorded a tax benefit related to the step-up of tax-deductible basis upon transfer of certain intellectual property rights to our Swiss subsidiary.
(4) In 2021, the Company recorded a tax benefit of $2.9 million in the Netherlands, which is fully offset by a tax expense of $2.9 million for an increase to the valuation allowance. In 2020, the Company recorded a tax benefit of $41.8 million in the Netherlands, of which $27.3 million is related to realized exchange gain and $14.5 million related to rate change on deferred taxes, which are both fully offset by a tax expense of $27.3 million for the increase to unrecognized tax benefits and $14.5 million for an increase to the valuation allowance, respectively.
|
| | | | | | | | |
| | Years Ended December 31, |
($ in millions) | | 2019 | | 2018 |
Income before income taxes | | $ | 330.0 |
| | $ | 267.5 |
|
Provision for income taxes | | 77.4 |
| | 54.2 |
|
Statutory U.S. Federal income tax rate | | 21.0 | % | | 21.0 | % |
Effective tax rate | | 23.5 | % | | 20.3 | % |
Effective tax rate vs. statutory U.S. Federal income tax rate | | 2.5 | % | | (0.7 | )% |
|
| | | | | | | | |
| | (Favorable) Unfavorable Impact |
(In millions) | | Years Ended December 31, |
Items impacting the effective tax rate vs. statutory U.S. federal income tax rate | | 2019 | | 2018 |
Earnings generated in jurisdictions where the statutory rate is different from the U.S. Federal rate (1) | | $ | (16.3 | ) | | $ | (26.8 | ) |
Changes in valuation allowance | | 18.8 |
| | (37.5 | ) |
Foreign exchange gain (loss), net | | (2.8 | ) | | 26.7 |
|
Stock-based compensation excess tax benefits | | (11.4 | ) | | (6.6 | ) |
Non-deductible expenses and interest | | 4.1 |
| | 8.6 |
|
Increase in unrecognized tax benefits | | 11.2 |
| | 18.9 |
|
Foreign taxes (2) | | 21.4 |
| | 6.7 |
|
U.S. tax reform (3) | | — |
| | (12.5 | ) |
| |
(1) | Primarily related to earnings in Bermuda, Germany, Luxembourg, and Switzerland. |
| |
(2) | $14.4 million relates to an adjustment for certain tax attributes for which the Company has determined are no longer realizable. This is mostly offset by a tax benefit of $12.7 million for the decrease to the valuation allowance on the tax attributes previously recorded as a result of changes under U.S. tax reform. |
| |
(3) | Primarily related to the realizability of certain interest carryforwards. |
SEGMENT RESULTS
The Company's products and operations are managed and reported in two operating segments: Performance Coatings and TransportationMobility Coatings. See Note 20 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Performance Coatings Segment
Net sales
|
| | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Net sales | | $ | 2,923.4 |
| | $ | 3,033.1 |
| | $ | (109.7 | ) | | (3.6 | )% |
Volume effect | | | | | | | | (3.0 | )% |
Impact of portfolio changes | | | | | | | | (1.7 | )% |
Price/Mix effect | | | | | | | | 4.0 | % |
Exchange rate effect | | | | | | | | (2.9 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Net sales | | $ | 3,096.3 | | | $ | 2,516.4 | | | $ | 579.9 | | | 23.0 | % |
Volume effect | | | | | | | | 13.1 | % |
Impact of portfolio changes | | | | | | | | 2.8 | % |
Price/Mix effect | | | | | | | | 5.0 | % |
Exchange rate effect | | | | | | | | 2.1 | % |
| | | | | | | | |
Adjusted EBIT | | $ | 479.4 | | | $ | 344.3 | | | $ | 135.1 | | | 39.2 | % |
Adjusted EBIT Margin | | 15.5 | % | | 13.7 | % | | | | |
|
| |
Net sales decreasedincreased primarily due to the following: |
n Lower organicHigher sales volumes across both end-markets and all regions as industrial production trends provided an unfavorable impact on most regions, while refinish was mostly stablea result of demand recovery from the impacts of COVID-19 |
n UnfavorableHigher average selling prices and product mix across both end-markets, driven by price actions within both end-markets and improved product mix in Refinish North America |
n Favorable impact from portfolio changes as a result of acquisitions closed during 2021 |
n Favorable impacts of currency translation, due primarily to the weakeningfluctuations of the Euro, Chinese Renminbi Brazilian Real and Argentine PesoBritish Pound compared to the U.S. dollar |
n Negative impacts as a result of the sale of a consolidated joint venture interest within our industrial end-market, as noted in Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K
|
Partially offset by: |
n Higher average selling prices across both end-markets and all regions
|
Adjusted EBIT
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2019 vs 2018 | | Years Ended December 31, | | 2018 vs 2017 |
| | 2019 | | 2018 | | $ Change | | % Change | | 2018 | | 2017 | | $ Change | | % Change |
Adjusted EBIT | | $ | 449.1 |
| | $ | 399.5 |
| | $ | 49.6 |
| | 12.4 | % | | $ | 399.5 |
| | $ | 309.3 |
| | $ | 90.2 |
| | 29.2 | % |
Adjusted EBIT Margin | | 15.4 | % | | 13.2 | % | | | | | | 13.2 | % | | 11.5 | % | | | | |
2019 Compared to 2018
|
| |
Adjusted EBIT increased primarily due to the following: |
n Higher sales volumes across both end-markets as a result of demand recovery from the impacts of COVID-19 |
n Higher average selling prices and product mix across both end-markets and allmost regions |
n Lower operating expenses across both end-markets resulting from operational efficiencies associated with our cost savings initiatives as well as lower costs to support net sales
|
Partially offset by: |
n Lower organic volumes across both end-markets and all regions |
n Higher raw materials costs across both end-markets
|
n UnfavorableFavorable impacts of currency translation, due primarily to the weakeningfluctuations of the Euro,Canadian Dollar, Chinese Renminbi and Argentine Peso compared to the U.S. dollar
|
2018 Compared to 2017
|
|
Adjusted EBIT increased due to the following: |
n Increases in sales volumes, including the impacts of acquisitions during 2018
|
n Higher average selling prices across all regions and end-markets
|
n Favorable currency translation primarily related to the strengthening of the Euro and Chinese Renminbi compared to the U.S. Dollar
|
Partially offset by: |
n Higher raw material costs across all regions and end-markets
|
n Increased amortization expense associated with definite-lived intangible assets from acquisitions within our industrial end-market during 2018
|
Transportation Coatings Segment
Net Sales
|
| | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2019 vs 2018 |
| | 2019 | | 2018 | | $ Change | | % Change |
Net sales | | $ | 1,558.8 |
| | $ | 1,662.9 |
| | $ | (104.1 | ) | | (6.3 | )% |
Volume effect | | | | | | | | (4.9 | )% |
Price/Mix effect | | | | | | | | 1.6 | % |
Exchange rate effect | | | | | | | | (3.0 | )% |
|
|
Net sales decreased due to the following: |
n Lower organic volumes across all regions within our light vehicle end-market, partially offset by an increase in volumes within our commercial vehicle end-market which saw lower selling prices due to adverse changes in product mix
|
n Unfavorable currency translation primarily related to the weakening of the Euro, Chinese Renminbi and Brazilian RealBritish Pound compared to the U.S. dollar
|
Partially offset by: |
n Higher variable input costs across both end-markets and all regions primarily due to inflation of raw materials and logistics costs |
n Higher operating costs due to the lapse of temporary cost savings in the prior year, partially offset by the reduction in costs resulting from operational efficiencies associated with our structural cost savings initiatives |
Adjusted EBIT margins increased primarily due to the following: |
n Higher sales volumes across both end-markets as a result of demand recovery from the impacts of COVID-19 |
n Higher average selling prices and product mix across allboth end-markets and most regions and within our light vehicle end-market, partially offset by lower prices within our commercial vehicle end-market |
Adjusted EBIT
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2019 vs 2018 | | Years Ended December 31, | | 2018 vs 2017 |
| | 2019 | | 2018 | | $ Change | | % Change | | 2018 | | 2017 | | $ Change | | % Change |
Adjusted EBIT | | $ | 137.4 |
| | $ | 134.9 |
| | $ | 2.5 |
| | 1.9 | % | | $ | 134.9 |
| | $ | 190.8 |
| | $ | (55.9 | ) | | (29.3 | )% |
Adjusted EBIT Margin | | 8.8 | % | | 8.1 | % | | | | | | 8.1 | % | | 11.3 | % | | | | |
2019 Compared to 2018
|
|
Adjusted EBITn Favorable impacts of currency translation, due primarily to the fluctuations of the Canadian Dollar, Chinese Renminbi and British Pound compared to the U.S. dollar |
Partially offset by: |
n Higher variable input costs across both end-markets and all regions primarily due to inflation of raw materials and logistics costs |
n Higher operating costs due to the lapse of temporary cost savings in the prior year, partially offset by the reduction in costs resulting from operational efficiencies associated with our structural cost savings initiatives |
Mobility Coatings Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | 2021 vs 2020 |
| | 2021 | | 2020 | | $ Change | | % Change |
Net sales | | $ | 1,319.9 | | | $ | 1,221.2 | | | $ | 98.7 | | | 8.1 | % |
Volume effect | | | | | | | | 5.0 | % |
| | | | | | | | |
Price/Mix effect | | | | | | | | 1.8 | % |
Exchange rate effect | | | | | | | | 1.3 | % |
| | | | | | | | |
Adjusted EBIT | | $ | 38.7 | | | $ | 82.9 | | | $ | (44.2) | | | (53.3) | % |
Adjusted EBIT Margin | | 2.9 | % | | 6.8 | % | | | | |
| | |
Net sales increased primarily due to the following: |
n Higher sales volumes across both end-markets as a result of demand recovery from the impacts of COVID-19, partially offset by customer production limitations due to significant impacts of semiconductor chip and other supply chain constraints |
n Higher average selling prices within our light vehicle end-market, partially offset by lower prices within our commercial vehicle end-market which realized lower average selling prices due to adverse changes inand product mix driven by Light Vehicle price actions within most regions |
n Favorable impacts of currency translation, due primarily to the fluctuations of the Chinese Renminbi and Euro compared to the U.S. dollar, partially offset by fluctuations of the Brazilian Real and Turkish Lira compared to the U.S. dollar |
| | |
Adjusted EBIT decreased primarily due to the following: |
n Higher variable input costs across all regions and both end-markets due to raw material inflation |
Partially offset by: |
n Higher average selling price and product mix driven by price actions to offset inflation |
|
n Lower operating expenses across both end-markets resulting from operational efficiencies associated with our cost savings initiatives as well as lower costs to support net sales |
Partially offset by: |
n Lower sales volumes within our light vehicle end-market, partially offset by an increase in volumes within our commercial vehicle end-market
|
n Slightly higherHigher sales volumes across both end-markets |
Adjusted EBIT margins decreased due to the following: |
n Higher variable input costs across all regions due to raw materials costsmaterial inflation |
Partially offset by: |
n Higher average selling price and product mix driven by price actions to offset inflation |
|
n Lower operating expenses |
n Higher sales volumes across both end-markets |
2018 Compared to 2017
|
|
Adjusted EBIT decreased due to the following: |
n Higher raw materials costs
|
n Lower average selling prices across both end-markets, primarily driven by the light vehicle end-market in China
|
n Unfavorable impacts of currency exchange related to the weakening of certain currencies in Latin America compared to the U.S. Dollar
|
Partially offset by: |
n Increases in sales volumes in our North America and Latin America commercial vehicle end-markets
|
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, 2019,2021, availability under the Revolving Credit Facility was $361.2$527.9 million, net of $38.8$22.1 million inof letters of credit outstanding. All such availability may be utilized without violating any covenants under the credit agreement governing such facility or the indentures governing the Senior Notes. At December 31, 2019,2021, we had $16.9$24.0 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 $6.5$22.2 million.
We, or our affiliates, at any time and from time to time, may purchase shares of our common stock or the Senior Notes, and may prepay our Term Loans or other indebtedness. Any such purchases of our common stock or Senior Notes may be made through the open market or privately negotiated transactions with third parties or pursuant to one or more 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.
We have various supplier finance programs in place around the world. We partner with large banking institutions and utilize these programs to enhance our liquidity profile. Depending on the program, the liabilities under the program are classified either as accounts payable or current portion of borrowings on our consolidated balance sheets. Our facility in China is more fully described in Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Cash Flows
Years ended December 31, 20192021 and 20182020
| | | | Year Ended December 31, | | Years Ended December 31, |
(In millions) | | 2019 | | 2018 | (In millions) | | 2021 | | 2020 |
Net cash provided by (used for): | | | | | Net cash provided by (used for): | | | | |
Operating activities: | | | | | Operating activities: | |
Net income | | $ | 252.6 |
| | $ | 213.3 |
| Net income | | $ | 264.4 | | | $ | 122.0 | |
Depreciation and amortization | | 353.0 |
| | 369.1 |
| Depreciation and amortization | | 316.5 | | | 320.3 | |
Amortization of deferred financing costs and original issue discount | | 8.8 |
| | 8.0 |
| Amortization of deferred financing costs and original issue discount | | 8.9 | | | 9.0 | |
Debt extinguishment and refinancing related costs | | 0.2 |
| | 9.5 |
| Debt extinguishment and refinancing related costs | | 0.2 | | | 34.4 | |
Deferred income taxes | | 15.7 |
| | 6.1 |
| Deferred income taxes | | 15.0 | | | (55.4) | |
Realized and unrealized foreign exchange losses, net | | 5.9 |
| | 17.3 |
| Realized and unrealized foreign exchange losses, net | | 10.1 | | | 3.9 | |
Stock-based compensation | | 15.7 |
| | 37.3 |
| Stock-based compensation | | 14.9 | | | 15.1 | |
Divestitures and impairments charges | | 21.1 |
| | — |
| |
Gain on sales of facilities | | Gain on sales of facilities | | (19.7) | | | — | |
Interest income on swaps designated as net investment hedges | | (14.7 | ) | | (9.4 | ) | Interest income on swaps designated as net investment hedges | | (18.0) | | | (14.5) | |
Other non-cash, net | | (0.1 | ) | | (0.9 | ) | Other non-cash, net | | 11.7 | | | 16.2 | |
Net income adjusted for non-cash items | | 658.2 |
| | 650.3 |
| Net income adjusted for non-cash items | | 604.0 | | | 451.0 | |
Changes in operating assets and liabilities | | (85.1 | ) | | (154.2 | ) | Changes in operating assets and liabilities | | (45.4) | | | 58.3 | |
Operating activities | | 573.1 |
| | 496.1 |
| Operating activities | | 558.6 | | | 509.3 | |
Investing activities | | (93.9 | ) | | (189.2 | ) | Investing activities | | (716.0) | | | (61.5) | |
Financing activities | | (158.4 | ) | | (368.2 | ) | Financing activities | | (334.5) | | | (130.9) | |
Effect of exchange rate changes on cash | | 3.3 |
| | (15.2 | ) | Effect of exchange rate changes on cash | | (20.9) | | | 26.6 | |
Net increase (decrease) in cash | | $ | 324.1 |
| | $ | (76.5 | ) | |
Net (decrease) increase in cash | | Net (decrease) increase in cash | | $ | (512.8) | | | $ | 343.5 | |
Year Ended December 31, 20192021
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 20192021 was $573.1$558.6 million. Net income adjusted forbefore deducting non-cash items (depreciation, amortization and other non-cash items) generated cash of $658.2$604.0 million. This was partially offset by changes in operating assets and liabilitiesnet uses of $85.1 million. Theworking capital of $45.4 million, for which the most significant drivers were increases in inventory, accounts and notes receivable and prepaid expenses and other assets of $118.9$111.6 million, due$80.5 million and $45.3 million, respectively. These outflows were primarily driven by inflation of raw material costs, increased accounts receivable associated with net sales growth, insurance receivables related to an operational matter within the Mobility Coatings segment, which is discussed further in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, and timing of business incentive payments and payments for employee retention, as well as accounts receivables of $10.1 million due to timing of collections. Partially offsetting thesepayments. The outflows were partially offset by increases in accounts payable of $140.1 million due to inflation of raw material costs and management of accounts payable and other liabilitiesaccruals of $18.2$66.2 million and $9.6 million, respectively, and a decreaseprimarily related to an operational matter within the Mobility Coatings segment which is discussed further in inventory of $10.8 million.Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 20192021 was $93.9$716.0 million. TheseThe primary uses were $649.0 million for business acquisitions, which are discussed further in Note 3 of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, and purchases of property, plant and equipment of $112.5 million and business acquisitions of $3.3 million,$121.6 million. The outflows were partially offset by proceeds received from sales of assets of $37.8 million, driven primarily by the sales of facilities discussed further in Note 5 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K, and $18.0 million of interest proceeds on swaps designated as net investment hedges, of $14.7 million and net proceeds from the sale of our consolidated joint venture of $8.2 million aswhich are discussed further in Note 319 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 20192021 was $158.4$334.5 million. This change was driven by purchasesThe primary uses were for the purchase of common stock totaling $105.3$243.8 million and payments of $67.1$100.9 million on short-term and long-term borrowings, investments in noncontrolling interestsborrowings.
Other Impacts on Cash
Currency exchange impactsimpact on cash for the year ended December 31, 20192021 were favorableunfavorable by $3.3$20.9 million, which was driven primarily by fluctuations in the strengthening ofEuro compared to the British pound and Mexican PesoU.S. Dollar partially offset by fluctuations in the Chinese Renminbi compared to the U.S. Dollar.
Year Ended December 31, 20182020
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 20182020 was $496.1$509.3 million. Net income adjusted forbefore deducting non-cash items (depreciation, amortization and other non-cash items) generated cash of $650.3$451.0 million. This was aided by inflows from working capital of $58.3 million, for which the most significant drivers were inflows from accounts payable, inventory and other liabilities $103.0 million, $39.6 million and $31.7 million, respectively. These inflows were driven by management of accounts payable and other liabilities and sell through of inventory. The inflows were partially offset by usesoutflows for other accrued liabilities of working capital$70.1 million, primarily associated with accruals for employee termination expenses, accounts receivable of $154.2 million. The most significant drivers$26.0 million due to timing of the uses of working capital were increases incollections and prepaid expenses and other assets of $157.3$19.9 million, inventory of $48.1 million and accounts receivables of $22.3 million, and a decrease in other accrued liabilities of $8.4 million. These outflows were primarily driven by customerdue to business incentive payments, increased inventory builds to support ongoing operational demands and incremental net sales during the year ended December 31, 2018. Partially offsetting these outflows were increases in other liabilities and accounts payable of $32.4 million and $49.5 million, respectfully.payments.
Net Cash Used for Investing Activities
Net cash used for investing activities for the year ended December 31, 20182020 was $189.2 million. This use was$61.5 million, driven primarily by purchases of property, plant and equipment of $143.4$82.1 million, and business acquisitions of $82.8 million (net of cash acquired). These outflows were partially offset by interest and settlement proceeds on swaps designated as net investment hedges of $9.4 million and $22.5 million, respectively, as well as $5.1 million of other investing activities, net.$14.5 million.
Net Cash Used for Financing Activities
Net cash used for financing activities for the year ended December 31, 20182020 was $368.2$130.9 million. This outflow was driven by paymentscash proceeds of $556.0$500.0 million and $700.0 million for the issuance of our 2027 Dollar Senior Notes and 2029 Dollar Senior Notes, respectively, partially offset by the voluntary prepayment of $300.0 million on the outstanding principal on the 2024 Dollar Term Loan, and redemptions of $500.0 million and $396.3 million of the 2024 Dollar Senior Notes and 2024 Euro Senior Notes, respectively. Also contributing to the net outflows were routine repayments on short-term and long-term borrowings inclusive of the repayment$65.8 million, payments for redemption fees and refinancing-related costs of the 2023 Euro Term Loans, the purchases of treasury stock totaling $253.8 million, an investment in a non-controlling interest of $26.9$39.9 million and payments of $17.8 million consisting of financing-related costs, deferred acquisition-related consideration associated with historical acquisitions, and dividends to noncontrolling interests of consolidated joint ventures. These outflows were partially offset by net proceeds of $468.9 million relating to the refinancingrepurchases of our 2024 Dollar Term Loans and proceeds from stock option exercisescommon shares of $17.4$26.0 million.
Other Impacts on Cash
Currency exchange impacts on cash for the year ended December 31, 20182020 were unfavorablefavorable by $15.2$26.6 million, which was driven primarily by the strengthening of the Euro, Chinese Renminbi and certain currencies within Latin America.British Pound compared to the U.S. Dollar.
Financial Condition
We had cash and cash equivalents at December 31, 20192021 and 20182020 of $1,017.5$840.6 million and $693.6$1,360.9 million, respectively. Of these balances, $540.0$471.9 million and $417.1$761.7 million were maintained in non-U.S. jurisdictions as of December 31, 20192021 and 2018,2020, respectively. We believe at this time 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, seekingselling additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. Our primary sources of liquidity are cash on hand, cash flow from operations and available borrowing capacity under our Senior Secured Credit Facilities. Based on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our Senior Secured Credit Facilities and existing lines of credit will be adequate to service debt, fund our cost saving initiatives, meet liquidity needs and fund necessary capital expenditures for the next twelve months.
Our ability to make scheduled payments of principal or interest on, or to refinance, our indebtedness or to fund working capital requirements, capital expenditures and other current obligations will depend on our ability to generate cash from operations. Such cash generation is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.control, including the effects of COVID-19.
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:
| | | | December 31, | | December 31, |
(In millions) | | 2019 | | 2018 | (In millions) | | 2021 | | 2020 |
2024 Dollar Term Loans | | $ | 2,387.5 |
| | $ | 2,411.8 |
| 2024 Dollar Term Loans | | $ | 2,038.9 | | | $ | 2,063.2 | |
2024 Dollar Senior Notes | | 500.0 |
| | 500.0 |
| |
2024 Euro Senior Notes | | 375.2 |
| | 383.3 |
| |
| 2025 Euro Senior Notes | | 504.0 |
| | 514.9 |
| 2025 Euro Senior Notes | | 508.8 | | | 552.1 | |
2027 Dollar Senior Notes | | 2027 Dollar Senior Notes | | 500.0 | | | 500.0 | |
2029 Dollar Senior Notes | | 2029 Dollar Senior Notes | | 700.0 | | | 700.0 | |
Short-term and other borrowings | | 109.0 |
| | 103.8 |
| Short-term and other borrowings | | 113.8 | | | 118.0 | |
Unamortized original issue discount | | (10.5 | ) | | (12.6 | ) | Unamortized original issue discount | | (4.6) | | | (6.3) | |
Deferred financing costs, net | | (31.1 | ) | | (37.2 | ) | |
| | 3,834.1 |
| | 3,864.0 |
| |
Unamortized deferred financing costs | | Unamortized deferred financing costs | | (27.3) | | | (34.3) | |
Total borrowings, net | | Total borrowings, net | | 3,829.6 | | | 3,892.7 | |
Less: | | | | | Less: | |
Short term borrowings | | 19.6 |
| | 17.9 |
| |
Short-term borrowings | | Short-term borrowings | | 55.4 | | | 29.9 | |
Current portion of long-term borrowings | | 24.3 |
| | 24.3 |
| Current portion of long-term borrowings | | 24.3 | | | 24.3 | |
Long-term debt | | $ | 3,790.2 |
| | $ | 3,821.8 |
| Long-term debt | | $ | 3,749.9 | | | $ | 3,838.5 | |
Our indebtedness, including the Senior Secured Credit Facilities, and Senior Notes and short-term borrowings, is more fully described in Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
We believe that we continue to maintain sufficient liquidity to meet our requirements, including our leverage and associated interest payments as well as our working capital needs. AvailabilityDuring the year ended December 31, 2021,we entered into the Tenth Amendment to the Credit Agreement in order to, among other things, increase the commitments available pursuant to the Revolving Credit Facility from $400.0 million to $550.0 million and extend the maturity from 2024 to 2026, provided that such date will be accelerated in certain circumstances as set forth in the Tenth Amendment. As a result, availability under the Revolving Credit Facility was $361.2$527.9 million and $355.2$366.0 millionat at December 31, 20192021 and December 31, 2018,2020, respectively, all of which may be borrowed by us without violating any covenants under the credit agreementCredit Agreement governing such facility or the indentures governing the Senior Notes.
On June 28, 2019, we executed the eighth amendment to the Credit Agreement which impacted the Revolving Credit Facility by (i) extending the maturity date to the earlier of March 2, 2024, the date of termination in whole of the Revolving Credit Facility, or the date that is 91 days prior to the maturity of the term loans borrowed under the Credit Agreement, and (ii) reducing the applicable interest margins on any outstanding borrowings.
The following table details our borrowings outstanding, average effective interest rates and the associated interest expense. Interest expense is inclusive of the amortization of debt issuance costs, debt discounts and the impact of derivative instruments for the years ended December 31, 20192021 and 2018,2020, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 |
(In millions) | | Principal | | Average Effective Interest Rate | | Interest Expense | | Principal | | Average Effective Interest Rate | | Interest Expense |
Term Loans | | $ | 2,038.9 | | | 2.2% | | $ | 62.2 | | | $ | 2,063.2 | | | 3.0% | | $ | 68.0 | |
Revolving Credit Facility | | — | | | N/A | | 1.5 | | | — | | | N/A | | 1.4 | |
Senior Notes | | 1,708.8 | | | 4.1% | | 65.9 | | | 1,752.1 | | | 4.5% | | 75.2 | |
Short-term and other borrowings | | 113.8 | | | Various | | 4.6 | | | 118.0 | | | Various | | 5.3 | |
Total | | $ | 3,861.5 | | | | | $ | 134.2 | | | $ | 3,933.3 | | | | | $ | 149.9 | |
|
| | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
(In millions) | | Principal | | Average Effective Interest Rate | | Interest Expense | | Principal | | Average Effective Interest Rate | | Interest Expense |
Term Loans | | $ | 2,387.5 |
| | 3.9 | % | | $ | 92.7 |
| | $ | 2,411.8 |
| | 3.8 | % | | $ | 91.5 |
|
Revolving Credit Facility | | — |
| | N/A |
| | 1.6 |
| | — |
| | N/A |
| | 1.9 |
|
Senior Notes | | 1,379.2 |
| | 4.6 | % | | 62.9 |
| | 1,398.2 |
| | 4.5 | % | | 64.3 |
|
Short-term and other borrowings | | 109.0 |
| | Various |
| | 5.4 |
| | 103.8 |
| | Various |
| | 1.9 |
|
Total | | $ | 3,875.7 |
| | | | $ | 162.6 |
| | $ | 3,913.8 |
| | | | $ | 159.6 |
|
After giving effect to our cross-currency and interest rate hedges, our borrowings denominated in U.S. Dollar as of December 31, 2021 and 2020 were $2,481.4 million and $2,509.9 million, respectively, with weighted average interest rates of 3.4% and 3.6%. After giving effect to our cross-currency and interest rate hedges, borrowings denominated in Euro as of December 31, 2021 and 2020 were $1,380.1 million and $1,423.4 million, respectively, with weighted average interest rates of 2.5% and 2.5%.
Contractual Obligations
The following table summarizesSee Note 7 and Note 18 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosure of our material contractual obligations at December 31, 2019:obligations.
|
| | | | | | | | | | | | | | | | | | | | |
| | Contractual Obligations Due In: |
(In millions) | | Total | | 2020 | | 2021-2022 | | 2023-2024 | | Thereafter |
Debt, including current portion | | | | | | | | | | |
Senior Secured Credit Facilities, consisting of the following: | | | | | | | | | | |
2024 Dollar Term Loans | | $ | 2,387.5 |
| | $ | 24.3 |
| | $ | 48.6 |
| | $ | 2,314.6 |
| | $ | — |
|
Senior Notes, consisting of the following: | | | | | | | | | | |
2024 Dollar Senior Notes | | 500.0 |
| | — |
| | — |
| | 500.0 |
| | — |
|
2024 Euro Senior Notes | | 375.2 |
| | — |
| | — |
| | 375.2 |
| | — |
|
2025 Euro Senior Notes | | 504.0 |
| | — |
| | — |
| | — |
| | 504.0 |
|
Other borrowings | | 43.9 |
| | 16.6 |
| | 27.3 |
| | — |
| | — |
|
Interest payments (1) | | 719.7 |
| | 153.2 |
| | 303.0 |
| | 254.0 |
| | 9.5 |
|
Finance leases (2) | | 100.8 |
| | 5.9 |
| | 11.4 |
| | 11.6 |
| | 71.9 |
|
Operating leases | | 109.2 |
| | 31.1 |
| | 41.9 |
| | 19.0 |
| | 17.2 |
|
Pension contributions (3) | | 5.8 |
| | 5.8 |
| | — |
| | — |
| | — |
|
Purchase obligations (4) | | 165.0 |
| | 86.3 |
| | 67.3 |
| | 3.1 |
| | 8.3 |
|
Uncertain tax positions, including interest and penalties (5) | | — |
| | — |
| | — |
| | — |
| | — |
|
Employee retention award payments (6) | | 17.0 |
| | — |
| | 17.0 |
| | — |
| | — |
|
Total | | $ | 4,928.1 |
| | $ | 323.2 |
| | $ | 516.5 |
| | $ | 3,477.5 |
| | $ | 610.9 |
|
| |
(1) | Interest payments are based on principal amounts of our Senior Secured Credit Facilities and Senior Notes at December 31, 2019 including commitment fees on the unused portion of the Revolving Credit Facility. Future interest payments assume December 31, 2019 variable rates will prevail throughout all future periods and do not consider the effect of our derivative instruments. See Note 18 and Note 19 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosures of our interest rates and derivatives, respectively. |
| |
(2) | Finance lease payments, within the table above, represent total cash rental costs to be paid over the terms of these leases, which include principal and interest.
|
| |
(3) | We expect to make contributions to our defined benefit pension plans beyond 2020; 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 2020. |
| |
(4) | Purchase obligations include various commitments at December 31, 2019 and reflect the minimum contractual obligations under legally enforceable contracts. |
| |
(5) | At December 31, 2019, we had approximately $50.3 million of gross uncertain tax positions, including interest and penalties that could result in potential payments. 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. |
| |
(6) | Employee retention award payments for certain employees contingent upon service through this point to help ensure continuity of the Company’s business. |
Off Balance Sheet Arrangements
See Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for disclosure of our guarantees of certain customers’customers' obligations to third parties.
Recent Accounting Guidance
See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of recent accounting guidance.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements. These financial statements have been prepared in accordance with U.S. GAAP unless otherwise noted. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements. We base our estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances and re-evaluate them on an ongoing basis. Actual results could differ from our estimates under different assumptions or conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements.
Accounting for Business Combinations
Determining the fair value of assets acquired and liabilities assumed requires management’smanagement's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, royalty rates, customer attrition rates, technology migration rates, asset lives and market multiples, among other items.
The fair values of intangible assets are estimated using an income approach, either the excess earnings method (customer relationships) or the relief from royalty method (technology and trademarks). Under the excess earnings method, an intangible asset’sasset's fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. With respect to customer relationships, fair values are calculated using the excess earnings method and customer attrition is a key input used to determine the applicable after-tax cash flows. Under the relief from royalty method, fair value is measured by estimating future revenue associated with the intangible asset over its useful life and applying a royalty rate to the revenue estimate. These intangible assets enable us to secure markets for our products, develop new products to meet the evolving business needs and competitively produce our existing products.
The fair values of real properties acquired are based on the consideration of their highest and best use in the market. The fair values of property, plant and equipment, other than real properties, are based on the consideration that unless otherwise identified, they will continue to be used "as is" and as part of the ongoing business. In contemplation of the in-use premise and the nature of the assets, the fair value is developed primarily using a cost approach.
The fair value of noncontrolling interests, when applicable, are estimated by applying an income approach and is based on significant inputs that are not observable in the market 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 includedinclude discount rates, expected terms, volatility rates and operating results as applicable based on the targets identified in the respective acquisition agreements.
At December 31, 2021, we have not finalized the purchase accounting related to $680.2 million of net assets acquired during the year in connection with the acquisitions described in Note 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The estimates used to determine the allocation of the purchase price may be modified up to one year from the date of the acquisition as more information is obtained about the fair value of assets acquired and liabilities assumed. Based on historical acquisitions, we do not expect any material adjustments to the current estimates at this time.
See NoteNotes 1 and 3 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Asset Impairments
Factors that could result in future impairment charges or changes in useful lives, among others, include changes in worldwide economic conditions, changes in technology, changes in competitive conditions and customer preferences, and fluctuations in foreign currency exchange rates. These risk factors are discussed in Part I, Item 1A, "Risk Factors," included elsewhere in this Annual Report on Form 10-K.
Goodwill and indefinite-lived intangible assets
The Company tests indefinite-lived intangible assets and goodwill for impairment annually by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair values of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. Fair values used under the quantitative impairment assessment are estimated using a combination of discounted projected future earnings or cash flow methods that are based on projections of the amounts and timing of future revenue and cash flows, and multiples of earnings in estimating fair value. In conjunction with our impairment assessments of indefinite-lived intangible assets, we also review the reasonableness of the indefinite useful lives associated with these assets, in which we evaluate whether indicators exist that future cash flows associated with these assets could be realized over a finite period.
In 2019,2021, we forwent theperformed a qualitative test and tested goodwill and indefinite-lived intangible assetsevaluation for impairment by performing a quantitative analysis. The quantitative analysis determined that allover our reporting units and indefinite-lived intangible assets hadand concluded that it was not more likely than not that the fair values in significant excess ofare less than the respective carrying values.amounts.
The inputs utilized in a quantitative analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, Fair"Fair Value Measurement.Measurement." The process of evaluating the potential impairment of goodwill and indefinite-lived intangible assets is subjective because it requires the use of estimates and assumptions as to our future cash flows, discount rates commensurate with the risks involved in the assets, future economic and market conditions, as well as other key assumptions. Based on the results of our 2021 qualitative evaluation, we do not believe the meaningful estimates and assumptions supporting the goodwill and indefinite-lived intangible assets balances have changed materially from our most recent quantitative evaluation in 2019, which rendered cushions in excess of 77% for all reporting units. We believe that the amounts recorded in the financial statements related to goodwill and indefinite-lived intangible assets are based on the best estimates and judgments of the appropriate Axalta management, although actual outcomes could differ from our estimates.
See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Long-Lived Assets
Long-lived assets, which includes property, plant and equipment, and definite-lived intangible assets, such as technology, trademarks, customer relationships and non-compete agreements, are continually assessed for impairment at the asset group level whenever events or changes in circumstances indicate the carrying amount of the asset group may not be recoverable. Such impairment assessments involve comparing the carrying amount of the asset group, determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets, to the forecasted undiscounted future cash flows generated by that asset group (i.e., a recoverability test). In the event the carrying amount of the asset group exceeds the undiscounted future cash flows generated by that asset group and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset group’sgroup's carrying amount over its fair value.
Stock-Based Compensation
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 recognized as compensation expense over the service period utilizing the graded vesting attribution method.
Compensation expense related to the restricted stock awards and restricted stock units is equal to the grant-date fair value of the awards determined by the closing share price on the date of the grant. The related expense is recognized as compensation expense over the service period utilizing the graded vesting attribution method.
Compensation expense related to performance stock awards and performance share units which are determined to have a market condition is determined at the grant-date of the awards using a valuation methodology (Monte Carlo simulation model) to account for the market conditions linked to these awards and are 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.
See Note 9 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on stock-based compensation.
Retirement Benefits
The amounts recognized in the audited financial statements related to pension benefits are determined from actuarial valuations. Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which liabilities could have been settled, rate of increase in future compensations levels, and mortality rates. These assumptions are updated annually and are disclosed in Note 8 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In accordance with U.S. GAAP, actual results that differed from the assumptions are accumulated and amortized over future periods and therefore, affect expense recognized in future periods.
The estimated impact of either a 100 basis point increase or decrease of the discount rate to the net periodic benefit cost for 20202022 would result in an increase of approximately $0.4$1.0 million or $0.2a decrease of approximately $0.3 million, respectively. The estimated impact of a 100 basis point increase or decrease of the expected return on assetassets assumption on the net periodic benefit cost for 20202022 would result in a decrease or increase of approximately $2.5$2.3 million, respectively.
Income taxes
The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. 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.
The Company records a valuation allowance if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company must generate approximately $279.7$373.1 million of taxable income to fully realize its consolidated net deferred tax assets as of December 31, 2019.2021.
We evaluate the recoverability of deferred tax assets on a jurisdictional basis by assessing the adequacy of future expected taxable income from all sources, including the reversal of taxable temporary differences, forecasted core business earnings and available tax planning strategies. Of ourOur net deferred tax asset balance as of December 31, 2019, $101.32021 is $6.8 million, net of valuation allowances of $2.5 million, relates to our operations within the U.S.$210.9 million. In instances where we are in a three-year cumulative loss, we assess all positive and negative 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 relatedcertain global restructuring costs. We believe, and have assumed, these types of losses are not indicative of our core earnings for purposes of assessing the appropriateness of a valuation allowance. Assumptions around sources of taxable income inherently rely heavily on estimates. We use our historical experience and our short and long-range business forecasts to provide insight. While the Company believes that its judgments and estimations regarding deferred tax assets are appropriate, significant differences in actual experience may require the Company to adjust its valuation allowance and could materially affect the Company’sCompany's future financial results.
We provide for income and foreign withholding taxes, where applicable, on unremitted earnings of all subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested and cannot be repatriated in a tax-free manner. At December 31, 20192021 and 2018,2020, deferred income taxes of approximately $6.0$10.6 million and $7.4$7.1 million, respectively, have been provided on such subsidiary earnings, respectively. At December 31, 2019,2021, and 2018,2020, we have not recorded a deferred tax liability related to withholding taxes of approximately $16.3$177.5 million and $4.0$96.1 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."not". Interest and penalties accrued related to unrecognized tax benefits are included in the provision for income taxes. At December 31, 20192021 and 2018,2020, the Company had gross unrecognized tax benefits, excluding interest and penalties, for both domestic and foreign operations of $45.3$91.4 million and $37.0$99.6 million, respectively.
See Note 11 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our accounting for income taxes.
Sales deductions
In our refinish end-market, our product sales are typically supplied through a network of distributors. Control transfers and revenue is recognized when our products are delivered to our distribution customers. Variable consideration in the form of price, less discounts and rebates, are estimated and recorded, as a reduction to net sales, upon the sale of our products based on our ability to make a reasonable estimate of the amounts expected to be received or incurred. The estimates of variable consideration involve significant assumptions based on the best estimates of inventory held by distributors, applicable pricing, as well as the use of historical actuals for sales, discounts and rebates, which may result in changes in estimates in the future.
The timing of payments associated with the above arrangements may differ from the timing associated with the satisfaction of our performance obligations. The period between the satisfaction of the performance obligation and the receipt of payment is dependent on terms and conditions specific to the customers. For transactions in which we expect, at contract inception, the period between the transfer of our products or services to our customer and when the customer pays for that good or service to be greater than one year, we adjust the promised amount of consideration for the effects of any significant financing components.components that materially change the amount of revenue under the contract.
See Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further detail on our revenue.
Contingencies
Contingencies, by their nature, relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. The most important contingencies impacting our financial statements are those related to environmental remediation, operational matters, pending or threatened litigation against the Company and the resolution of matters related to open tax years.
Costs related to the operational matter described in Note 6 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimates of probable liabilities for the operational matter require assumptions pertaining to costs incurred by our customers to repair the impacted products. Assumptions include the ultimate number of impacted products that are repaired, re-use of damaged materials, labor rates and efficiency of individuals performing the repairs. A 10% decrease in the total number of products repaired would result in an approximately $5.5 million reduction in the estimated liability. Insurance recoveries related to the operational matter are recorded when probable to the extent they cover incurred or probable liabilities, while recoveries in excess of incurred or probable liabilities are recorded when collection is realizable.
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 is received and as remediation progresses. The amounts historically accrued for environmental remediation costs are not material to our financial statements.
We are subject to legal proceedings, claims and potential claims arising out of our business operations. We routinely assess the likelihood of any adverse outcomes 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.matter. We have an active risk management program consisting of numerous insurance policies secured from many carriers. These policies often provide coverage that is intended to minimize the financial impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter.
For more information on these matters, see Note 6 and Note 11 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flows and earnings.
We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.
By using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterpartiescounter-parties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating.
Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.
Interest rate risk
We are subject to interest rate market risk in connection with our borrowings. A one-eighth percent change in the applicable interest rate for borrowings under the Senior Secured Credit Facilities (assuming the Revolving Credit Facility is undrawn) would have an annual impact of approximately $1.5$0.9 million on cash interest expense considering the impact of our hedging positions currently in place.
We selectively use derivative instruments to reduce market risk associated with changes in interest rates. The use of derivatives is intended for hedging purposes only and we do not enter into derivative instruments for speculative purposes.
During the year ended December 31, 2017, we entered into four 1.5% interest rate caps with aggregate notional amounts totaling $850.0 million to hedge the variable interest rate exposuresFor further detail on our 2024 Dollar Term Loans. Threeuse of these interest rate caps, comprising $600.0 million ofderivative instruments, see Note 19 to the notional value, expired December 31, 2019 and had a deferred premium of $8.6 million at inception. The fourth interest rate cap, comprising the remaining $250.0 million of the notional value, expires December 31, 2021 and had a deferred premium of $8.1 million at inception. All deferred premiums are paid quarterly over the term of the respective interest rate caps. These interest rate caps are marked to market at each reporting date and any unrealized gains or losses areconsolidated financial statements included elsewhere in accumulated other comprehensive (loss) income ("AOCI") and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings.
During the year ended December 31, 2018, we entered into three interest rate swaps and three fixed for fixed cross-currency swaps, both with aggregate notional amounts totaling $475.0 million, to hedge interest rate exposures related to variable rate borrowings and variability of exchange rate impacts between the U.S. Dollar and Euro, under the Senior Secured Credit Facilities. Under the terms of the interest rate swap agreements, the Company is required to pay the counter-parties a stream of fixed interest payments at a rate of 2.72% and in turn, receives variable interest payments basedthis Annual Report on 3-month LIBOR from the counter-parties. Under the terms of the cross-currency swap agreements, the Company notionally exchanged $475.0 million at a weighted average interest rate of 4.47% for €416.6 million at a weighted average interest rate of 1.44%. The interest rate swaps and the cross-currency swaps are designated as cash flow and net investment hedges, respectively, and expire on March 31, 2023. The interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings. The cross-currency swaps are marked to market at each reporting date and any unrealized gains or losses are included in unrealized currency translation adjustments, within AOCI, while the accrued and settled interest is recorded as interest expense, net in the statement of operations.
During the year ended December 31, 2019, we entered into two interest rate swaps with aggregate notional amounts totaling $500.0 million, effective December 31, 2019, to hedge interest rate exposure associated with the 2024 Dollar Term Loans. Under the terms of the interest rate swap agreements, the Company is required to pay the counter-parties a stream of fixed interest payments at a rate of 2.59% and in turn, receives variable interest payments based on 3-month LIBOR from the counter-parties. The interest rate swaps are designated as cash flow hedges and expire on December 31, 2022. These interest rate swaps are marked to market at each reporting date and any unrealized gains or losses are included in AOCI and reclassified to interest expense in the same period or periods during which the hedged transactions affect earnings.
Form 10-K.
Foreign exchange rates risk
We are exposed to foreign currency exchange risk by virtue of the translation of our international operations from local currencies into the U.S. Dollar. The majority of our net sales for the years ended December 31, 2019, 20182021, 2020 and 20172019 were from operations outside the United States. At December 31, 20192021 and 2018,2020, the accumulated other comprehensive loss account on the consolidated balance sheets included a cumulative translation loss of $297.0$331.3 million and $299.4$282.0 million, respectively. A hypothetical 10% increase in the value of the U.S. Dollar relative to all foreign currencies would have increased the cumulative translation loss by $190.3$244.3 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 earn significant revenues and incur significant costs in foreign currencies including the Euro, Mexican Peso, Brazilian Real and the Chinese Yuan/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.
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’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, which are denominated in Euros.
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). Between 45%40% and 55%50% of our cost of sales is represented by raw materials.materials, even during 2021 despite significant raw material inflation experienced throughout the year. 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Axalta Coating Systems Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Axalta Coating Systems Ltd. and its subsidiaries(the “Company” (the "Company") as of December 31, 20192021 and 2018,2020, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’shareholders' equity, and of cash flows for each of the three years in the period ended December 31, 2019,2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 20192021 appearing under item 15(a)(2) (collectively referred to as the “consolidated"consolidated financial statements”statements").We also have audited the Company's internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 20192021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.
ChangesChange in Accounting Principle
As discussed in Notes 1 and 2Note 7 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue from contracts with customers in 2018.2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s reportManagement's Report on internal controlInternal Control over financialFinancial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’sCompany's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded U-POL Holdings Limited (U-POL) from its assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Company in a purchase business combination during 2021. We have also excluded U-POL from our audit of internal control over financial reporting. U-POL is a wholly-owned subsidiary whose total assets and total revenues excluded from management's assessment and our audit of internal control over financial reporting represent 1.4% and 0.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Definition and Limitations of Internal Control over Financial Reporting
A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit MatterMatters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Measurement of Unrecognized Tax Benefits
As described in Notes 1 and 11 to the consolidated financial statements, management has recorded unrecognized tax benefits of $50.3$100.1 million as of December 31, 2019.2021. As disclosed by management, the breadth of operations and the global complexity of tax regulations requires management to makerequire assessments of uncertainties and judgments in estimating taxes. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business. A liability for unrecognized tax benefits is recorded when management determinesconcludes that the likelihood of sustaining such positions upon examination by taxing authorities is less than “more-likely- than"more-likely-than not.”"
The principal considerations for our determination that performing procedures relating to the measurement of unrecognized tax benefits is a critical audit matter are there wasthe significant judgment by management when applying the more-likely-than-not recognition criteria to the Company’sCompany's tax positions, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to the measurement of unrecognized tax benefits. Additionally, the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained.knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of the liability for unrecognized tax benefits, including controls addressing completeness of the unrecognized tax benefits and controls over measurement of the liability. These procedures also included, among others, evaluating the significant judgment used by management in applying the more-likely-than-not recognition criteria and in measuring the Company’sCompany's unrecognized tax benefits. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of assumptions made by management, the technical merits of positions taken based upon application of the tax law and new information, and the measurement of unrecognized tax benefits.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 19, 202018, 2022
We have served as the Company’sCompany's auditor since 2011.
AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Operations
(In millions, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
Net sales | | $ | 4,416.2 | | | $ | 3,737.6 | | | $ | 4,482.2 | |
Cost of goods sold | | 2,987.3 | | | 2,457.9 | | | 2,917.9 | |
Selling, general and administrative expenses | | 738.7 | | | 695.0 | | | 822.1 | |
Other operating charges | | 44.0 | | | 110.8 | | | 70.7 | |
Research and development expenses | | 62.4 | | | 55.2 | | | 70.2 | |
Amortization of acquired intangibles | | 121.4 | | | 113.2 | | | 113.1 | |
Income from operations | | 462.4 | | | 305.5 | | | 488.2 | |
Interest expense, net | | 134.2 | | | 149.9 | | | 162.6 | |
Other (income) expense, net | | (12.3) | | | 33.4 | | | (4.4) | |
Income before income taxes | | 340.5 | | | 122.2 | | | 330.0 | |
Provision for income taxes | | 76.1 | | | 0.2 | | | 77.4 | |
Net income | | 264.4 | | | 122.0 | | | 252.6 | |
Less: Net income attributable to noncontrolling interests | | 0.5 | | | 0.4 | | | 3.6 | |
Net income attributable to controlling interests | | $ | 263.9 | | | $ | 121.6 | | | $ | 249.0 | |
Basic net income per share | | $ | 1.14 | | | $ | 0.52 | | | $ | 1.06 | |
Diluted net income per share | | $ | 1.14 | | | $ | 0.52 | | | $ | 1.06 | |
|
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
Net sales | | $ | 4,482.2 |
| | $ | 4,696.0 |
| | $ | 4,377.0 |
|
Cost of goods sold | | 2,917.9 |
| | 3,106.3 |
| | 2,780.5 |
|
Selling, general and administrative expenses | | 822.1 |
| | 876.4 |
| | 934.7 |
|
Other operating charges | | 70.7 |
| | 82.7 |
| | 131.6 |
|
Research and development expenses | | 70.2 |
| | 73.1 |
| | 65.3 |
|
Amortization of acquired intangibles | | 113.1 |
| | 115.4 |
| | 101.2 |
|
Income from operations | | 488.2 |
|
| 442.1 |
|
| 363.7 |
|
Interest expense, net | | 162.6 |
| | 159.6 |
| | 147.0 |
|
Other (income) expense, net | | (4.4 | ) | | 15.0 |
| | 27.1 |
|
Income before income taxes | | 330.0 |
| | 267.5 |
| | 189.6 |
|
Provision for income taxes | | 77.4 |
| | 54.2 |
| | 141.9 |
|
Net income | | 252.6 |
| | 213.3 |
| | 47.7 |
|
Less: Net income attributable to noncontrolling interests | | 3.6 |
| | 6.2 |
| | 11.0 |
|
Net income attributable to controlling interests | | $ | 249.0 |
| | $ | 207.1 |
| | $ | 36.7 |
|
Basic net income per share | | $ | 1.06 |
| | $ | 0.87 |
| | $ | 0.15 |
|
Diluted net income per share | | $ | 1.06 |
| | $ | 0.85 |
| | $ | 0.15 |
|
The accompanying notes are an integral part of these consolidated financial statements.
AXALTA COATING SYSTEMS LTD.
Consolidated Statements of Comprehensive Income
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
Net income | | $ | 264.4 | | | $ | 122.0 | | | $ | 252.6 | |
Other comprehensive income (loss), before tax: | | | | | | |
Foreign currency translation adjustments | | (50.1) | | | 13.8 | | | 5.4 | |
Unrealized gain (loss) on derivatives | | 36.6 | | | (30.0) | | | (33.1) | |
Unrealized gain (loss) on pension and other benefit plan obligations | | 37.0 | | | (25.3) | | | (46.1) | |
Other comprehensive income (loss), before tax | | 23.5 | | | (41.5) | | | (73.8) | |
Income tax expense (benefit) related to items of other comprehensive income | | 13.9 | | | (11.0) | | | (17.4) | |
Other comprehensive income (loss), net of tax | | 9.6 | | | (30.5) | | | (56.4) | |
Comprehensive income | | 274.0 | | | 91.5 | | | 196.2 | |
Less: Comprehensive (loss) income attributable to noncontrolling interests | | (0.3) | | | (0.8) | | | 6.6 | |
Comprehensive income attributable to controlling interests | | $ | 274.3 | | | $ | 92.3 | | | $ | 189.6 | |
|
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
Net income | | $ | 252.6 |
| | $ | 213.3 |
| | $ | 47.7 |
|
Other comprehensive (loss) income, before tax: | | | | | | |
Foreign currency translation adjustments | | 5.4 |
| | (94.1 | ) | | 85.6 |
|
Unrealized gain on securities | | — |
| | — |
| | 0.4 |
|
Unrealized (loss) gain on derivatives | | (33.1 | ) | | 2.4 |
| | 0.9 |
|
Unrealized gain (loss) on pension and other benefit plan obligations | | (46.1 | ) | | (6.4 | ) | | 31.3 |
|
Other comprehensive (loss) income, before tax | | (73.8 | ) | | (98.1 | ) | | 118.2 |
|
Income tax (benefit) provision related to items of other comprehensive (loss) income | | (17.4 | ) | | (0.3 | ) | | 6.6 |
|
Other comprehensive (loss) income, net of tax | | (56.4 | ) | | (97.8 | ) | | 111.6 |
|
Comprehensive income | | 196.2 |
| | 115.5 |
| | 159.3 |
|
Less: Comprehensive income attributable to noncontrolling interests | | 6.6 |
| | 2.7 |
| | 13.2 |
|
Comprehensive income attributable to controlling interests | | $ | 189.6 |
| | $ | 112.8 |
| | $ | 146.1 |
|
The accompanying notes are an integral part of these consolidated financial statements.
AXALTA COATING SYSTEMS LTD.
Consolidated Balance Sheets
(In millions, except per share data) | | | | December 31, | | December 31, |
| | 2019 | | 2018 | | 2021 | | 2020 |
Assets | | | | | Assets | | | | |
Current assets: | | | | | Current assets: | |
Cash and cash equivalents | | $ | 1,017.5 |
| | $ | 693.6 |
| Cash and cash equivalents | | $ | 840.6 | | | $ | 1,360.9 | |
Restricted cash | | 3.0 |
| | 2.8 |
| Restricted cash | | 10.6 | | | 3.1 | |
Accounts and notes receivable, net | | 830.1 |
| | 860.8 |
| Accounts and notes receivable, net | | 937.5 | | | 869.8 | |
Inventories | | 591.6 |
| | 613.0 |
| Inventories | | 669.7 | | | 559.9 | |
Prepaid expenses and other current assets | | 131.2 |
| | 139.4 |
| Prepaid expenses and other current assets | | 117.2 | | | 132.2 | |
Total current assets | | 2,573.4 |
| | 2,309.6 |
| Total current assets | | 2,575.6 | | | 2,925.9 | |
Property, plant and equipment, net | | 1,223.0 |
| | 1,298.2 |
| Property, plant and equipment, net | | 1,186.2 | | | 1,194.5 | |
Goodwill | | 1,208.9 |
| | 1,230.8 |
| Goodwill | | 1,592.7 | | | 1,294.9 | |
Identifiable intangibles, net | | 1,223.9 |
| | 1,348.0 |
| Identifiable intangibles, net | | 1,278.2 | | | 1,148.8 | |
Other assets | | 588.8 |
| | 489.1 |
| Other assets | | 584.5 | | | 593.1 | |
Total assets | | $ | 6,818.0 |
| | $ | 6,675.7 |
| Total assets | | $ | 7,217.2 | | | $ | 7,157.2 | |
Liabilities, Shareholders’ Equity | | | | | |
Liabilities, Shareholders' Equity | | Liabilities, Shareholders' Equity | | | | |
Current liabilities: | | | | | Current liabilities: | |
Accounts payable | | $ | 483.7 |
| | $ | 522.8 |
| Accounts payable | | $ | 657.4 | | | $ | 564.4 | |
Current portion of borrowings | | 43.9 |
| | 42.2 |
| Current portion of borrowings | | 79.7 | | | 54.2 | |
Other accrued liabilities | | 545.3 |
| | 475.6 |
| Other accrued liabilities | | 597.8 | | | 562.3 | |
Total current liabilities | | 1,072.9 |
| | 1,040.6 |
| Total current liabilities | | 1,334.9 | | | 1,180.9 | |
Long-term borrowings | | 3,790.2 |
| | 3,821.8 |
| Long-term borrowings | | 3,749.9 | | | 3,838.5 | |
Accrued pensions | | 285.2 |
| | 261.9 |
| Accrued pensions | | 269.3 | | | 309.9 | |
Deferred income taxes | | 115.5 |
| | 140.8 |
| Deferred income taxes | | 174.7 | | | 114.0 | |
Other liabilities | | 144.6 |
| | 100.1 |
| Other liabilities | | 149.7 | | | 234.1 | |
Total liabilities | | 5,408.4 |
| | 5,365.2 |
| Total liabilities | | 5,678.5 | | | 5,677.4 | |
Commitments and contingent liabilities (Note 6) | |
| |
| Commitments and contingent liabilities (Note 6) | | 0 | | 0 |
Shareholders’ equity | | | | | |
Common shares, $1.00 par, 1,000.0 shares authorized, 250.1 and 246.7 shares issued at December 31, 2019 and 2018, respectively | | 249.9 |
| | 245.3 |
| |
Shareholders' equity | | Shareholders' equity | |
Common shares, $1.00 par, 1,000.0 shares authorized, 251.8 and 250.9 shares issued at December 31, 2021 and 2020, respectively | | Common shares, $1.00 par, 1,000.0 shares authorized, 251.8 and 250.9 shares issued at December 31, 2021 and 2020, respectively | | 251.8 | | | 250.9 | |
Capital in excess of par | | 1,474.1 |
| | 1,409.5 |
| Capital in excess of par | | 1,515.5 | | | 1,487.1 | |
Retained earnings | | 443.2 |
| | 198.6 |
| Retained earnings | | 827.2 | | | 563.3 | |
Treasury shares, at cost, 15.2 and 11.1 shares at December 31, 2019 and 2018, respectively | | (417.5 | ) | | (312.2 | ) | |
Treasury shares, at cost, 24.4 and 16.1 shares at December 31, 2021 and 2020, respectively | | Treasury shares, at cost, 24.4 and 16.1 shares at December 31, 2021 and 2020, respectively | | (687.2) | | | (443.5) | |
Accumulated other comprehensive loss | | (395.5 | ) | | (336.1 | ) | Accumulated other comprehensive loss | | (414.4) | | | (424.8) | |
Total Axalta shareholders’ equity | | 1,354.2 |
| | 1,205.1 |
| |
Total Axalta shareholders' equity | | Total Axalta shareholders' equity | | 1,492.9 | | | 1,433.0 | |
Noncontrolling interests | | 55.4 |
| | 105.4 |
| Noncontrolling interests | | 45.8 | | | 46.8 | |
Total shareholders’ equity | | 1,409.6 |
| | 1,310.5 |
| |
Total liabilities and shareholders’ equity | | $ | 6,818.0 |
| | $ | 6,675.7 |
| |
Total shareholders' equity | | Total shareholders' equity | | 1,538.7 | | | 1,479.8 | |
Total liabilities and shareholders' equity | | Total liabilities and shareholders' equity | | $ | 7,217.2 | | | $ | 7,157.2 | |
The accompanying notes are an integral part of these consolidated financial statements.
AXALTA COATING SYSTEMS LTD.
Consolidated StatementStatements of Changes in Shareholders’Shareholders' Equity
| | | | | | | | | | | | | | | | | | | Common Stock | |
| Common Stock | | | | | | | | | | | | | | Number of Shares | | Par/Stated Value | | Capital In Excess Of Par | | Retained Earnings | | Treasury Shares, at cost | | Accumulated Other Comprehensive Loss | | Non-controlling Interests | | Total |
| Number of Shares | | Par/Stated Value | | Capital In Excess Of Par | | Retained earnings (Accumulated deficit) | | Treasury Shares, at cost | | Accumulated Other Comprehensive Loss | | Non-controlling Interests | | Total | |
Balance December 31, 2016 | 240.5 |
| | $ | 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 |
| |
Shares issued under compensation plans | 3.4 |
| | 3.1 |
| | 21.7 |
| | — |
| | — |
| | — |
| | — |
| | 24.8 |
| |
Common stock purchases | (2.0 | ) | | — |
| | — |
| | — |
| | (58.4 | ) | | — |
| | — |
| | (58.4 | ) | |
Dividends declared to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (3.0 | ) | | (3.0 | ) | |
Balance December 31, 2017 | 241.9 |
| | $ | 242.4 |
| | $ | 1,354.5 |
| | $ | (21.4 | ) | | $ | (58.4 | ) | | $ | (241.0 | ) | | $ | 131.7 |
| | $ | 1,407.8 |
| |
Comprehensive income (loss): | | | | | | | | | | | | | | | | |
Net income | — |
| | — |
| | — |
| | 207.1 |
| | — |
| | — |
| | 6.2 |
| | 213.3 |
| |
Net realized and unrealized gain on derivatives, net of tax of $1.1 million | — |
| | — |
| | — |
| | — |
| | — |
| | 1.3 |
| | — |
| | 1.3 |
| |
Long-term employee benefit plans, net of tax benefit of $1.4 million | — |
| | — |
| | — |
| | — |
| | — |
| | (5.0 | ) | | — |
| | (5.0 | ) | |
Foreign currency translation, net of tax of $0.0 million | — |
| | — |
| | — |
| | — |
| | — |
| | (90.6 | ) | | (3.5 | ) | | (94.1 | ) | |
Total comprehensive income | — |
| | — |
| | — |
| | 207.1 |
| | — |
| | (94.3 | ) | | 2.7 |
| | 115.5 |
| |
Cumulative effect of an accounting change | — |
| | — |
| | — |
| | 12.9 |
| | — |
| | (0.8 | ) | | 0.1 |
| | 12.2 |
| |
Recognition of stock-based compensation | — |
| | — |
| | 37.3 |
| | — |
| | — |
| | — |
| | — |
| | 37.3 |
| |
Shares issued under compensation plans | 2.8 |
| | 2.9 |
| | 14.8 |
| | — |
| | — |
| | — |
| | — |
| | 17.7 |
| |
Noncontrolling interests of acquired subsidiaries | — |
| | — |
| | 2.9 |
| | — |
| | — |
| | — |
| | (28.1 | ) | | (25.2 | ) | |
Common stock purchases | (9.1 | ) | | — |
| | — |
| | — |
| | (253.8 | ) | | — |
| | — |
| | (253.8 | ) | |
Dividends declared to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1.0 | ) | | (1.0 | ) | |
Balance December 31, 2018 | 235.6 |
| | $ | 245.3 |
| | $ | 1,409.5 |
| | $ | 198.6 |
| | $ | (312.2 | ) | | $ | (336.1 | ) | | $ | 105.4 |
| | $ | 1,310.5 |
| Balance December 31, 2018 | 235.6 | | | $ | 245.3 | | | $ | 1,409.5 | | | $ | 198.6 | | | $ | (312.2) | | | $ | (336.1) | | | $ | 105.4 | | | $ | 1,310.5 | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | Comprehensive income (loss): | |
Net income | — |
| | — |
| | — |
| | 249.0 |
| | — |
| | — |
| | 3.6 |
| | 252.6 |
| Net income | — | | | — | | | — | | | 249.0 | | | — | | | — | | | 3.6 | | | 252.6 | |
| Net realized and unrealized gain on derivatives, net of tax benefit of $4.8 million | — |
| | — |
| | — |
| | — |
| | — |
| | (28.3 | ) | | — |
| | (28.3 | ) | Net realized and unrealized gain on derivatives, net of tax benefit of $4.8 million | — | | | — | | | — | | | — | | | — | | | (28.3) | | | — | | | (28.3) | |
Long-term employee benefit plans, net of tax benefit of $12.6 million | — |
| | — |
| | — |
| | — |
| | — |
| | (33.5 | ) | | — |
| | (33.5 | ) | Long-term employee benefit plans, net of tax benefit of $12.6 million | — | | | — | | | — | | | — | | | — | | | (33.5) | | | — | | | (33.5) | |
Foreign currency translation, net of tax of $0 million | — |
| | — |
| | — |
| | — |
| | — |
| | 2.4 |
| | 3.0 |
| | 5.4 |
| |
Foreign currency translation, net of tax of $0.0 million | | Foreign currency translation, net of tax of $0.0 million | — | | | — | | | — | | | — | | | — | | | 2.4 | | | 3.0 | | | 5.4 | |
Total comprehensive income (loss) | — |
| | — |
| | — |
| | 249.0 |
| | — |
| | (59.4 | ) | | 6.6 |
| | 196.2 |
| Total comprehensive income (loss) | — | | | — | | | — | | | 249.0 | | | — | | | (59.4) | | | 6.6 | | | 196.2 | |
Cumulative effect of an accounting change | — |
| | — |
| | — |
| | (0.7 | ) | | — |
| | — |
| | — |
| | (0.7 | ) | Cumulative effect of an accounting change | — | | | — | | | — | | | (0.7) | | | — | | | — | | | — | | | (0.7) | |
Correction to previous cumulative effect upon adoption of ASU 2014-09 | — |
| | — |
| | — |
| | (3.7 | ) | | — |
| | — |
| | — |
| | (3.7 | ) | Correction to previous cumulative effect upon adoption of ASU 2014-09 | — | | | — | | | — | | | (3.7) | | | — | | | — | | | — | | | (3.7) | |
Recognition of stock-based compensation | — |
| | — |
| | 15.7 |
| | — |
| | — |
| | — |
| | — |
| | 15.7 |
| Recognition of stock-based compensation | — | | | — | | | 15.7 | | | — | | | — | | | — | | | — | | | 15.7 | |
Shares issued under compensation plans | 3.4 |
| | 4.6 |
| | 44.9 |
| | — |
| | — |
| | — |
| | — |
| | 49.5 |
| Shares issued under compensation plans | 3.4 | | | 4.6 | | | 44.9 | | | — | | | — | | | — | | | — | | | 49.5 | |
Changes in ownership of noncontrolling interests | — |
| | — |
| | 4.0 |
| | — |
| | — |
| | — |
| | (55.1 | ) | | (51.1 | ) | Changes in ownership of noncontrolling interests | — | | | — | | | 4.0 | | | — | | | — | | | — | | | (55.1) | | | (51.1) | |
Common stock purchases | (4.1 | ) | | — |
| | — |
| | — |
| | (105.3 | ) | | — |
| | — |
| | (105.3 | ) | Common stock purchases | (4.1) | | | — | | | — | | | — | | | (105.3) | | | — | | | — | | | (105.3) | |
Dividends declared to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1.5 | ) | | (1.5 | ) | Dividends declared to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | (1.5) | | | (1.5) | |
Balance December 31, 2019 | 234.9 |
| | $ | 249.9 |
| | $ | 1,474.1 |
| | $ | 443.2 |
| | $ | (417.5 | ) | | $ | (395.5 | ) | | $ | 55.4 |
| | $ | 1,409.6 |
| Balance December 31, 2019 | 234.9 | | | $ | 249.9 | | | $ | 1,474.1 | | | $ | 443.2 | | | $ | (417.5) | | | $ | (395.5) | | | $ | 55.4 | | | $ | 1,409.6 | |
Comprehensive income (loss): | | Comprehensive income (loss): | | | | | | | | | | | | | | | |
Net income | | Net income | — | | | — | | | — | | | 121.6 | | | — | | | — | | | 0.4 | | | 122.0 | |
Net realized and unrealized loss on derivatives, net of tax benefit of $4.5 million | | Net realized and unrealized loss on derivatives, net of tax benefit of $4.5 million | — | | | — | | | — | | | — | | | — | | | (25.5) | | | — | | | (25.5) | |
Long-term employee benefit plans, net of tax benefit of $6.5 million | | Long-term employee benefit plans, net of tax benefit of $6.5 million | — | | | — | | | — | | | — | | | — | | | (18.8) | | | — | | | (18.8) | |
Foreign currency translation, net of tax of $0.0 million | | Foreign currency translation, net of tax of $0.0 million | — | | | — | | | — | | | — | | | — | | | 15.0 | | | (1.2) | | | 13.8 | |
Total comprehensive income (loss) | | Total comprehensive income (loss) | — | | | — | | | — | | | 121.6 | | | — | | | (29.3) | | | (0.8) | | | 91.5 | |
Cumulative effect of an accounting change | | Cumulative effect of an accounting change | — | | | — | | | — | | | (1.5) | | | — | | | — | | | — | | | (1.5) | |
Recognition of stock-based compensation | | Recognition of stock-based compensation | — | | | — | | | 15.1 | | | — | | | — | | | — | | | — | | | 15.1 | |
Shares issued under compensation plans | | Shares issued under compensation plans | 0.8 | | | 1.0 | | | 3.2 | | | — | | | — | | | — | | | — | | | 4.2 | |
Changes in ownership of noncontrolling interests | | Changes in ownership of noncontrolling interests | —�� | | | — | | | (5.3) | | | — | | | — | | | — | | | (6.9) | | | (12.2) | |
Common stock purchases | | Common stock purchases | (0.9) | | | — | | | — | | | — | | | (26.0) | | | — | | | — | | | (26.0) | |
Dividends declared to noncontrolling interests | | Dividends declared to noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | (0.9) | | | (0.9) | |
Balance December 31, 2020 | | Balance December 31, 2020 | 234.8 | | | $ | 250.9 | | | $ | 1,487.1 | | | $ | 563.3 | | | $ | (443.5) | | | $ | (424.8) | | | $ | 46.8 | | | $ | 1,479.8 | |
Comprehensive income (loss): | | Comprehensive income (loss): | | | | | | | | | | | | | | | |
Net income | | Net income | — | | | — | | | — | | | 263.9 | | | — | | | — | | | 0.5 | | | 264.4 | |
| Net realized and unrealized gain on derivatives, net of tax of $5.2 million | | Net realized and unrealized gain on derivatives, net of tax of $5.2 million | — | | | — | | | — | | | — | | | — | | | 31.4 | | | — | | | 31.4 | |
Long-term employee benefit plans, net of tax of $8.7 million | | Long-term employee benefit plans, net of tax of $8.7 million | — | | | — | | | — | | | — | | | — | | | 28.3 | | | — | | | 28.3 | |
Foreign currency translation, net of tax of $0.0 million | | Foreign currency translation, net of tax of $0.0 million | — | | | — | | | — | | | — | | | — | | | (49.3) | | | (0.8) | | | (50.1) | |
Total comprehensive income (loss) | | Total comprehensive income (loss) | — | | | — | | | — | | | 263.9 | | | — | | | 10.4 | | | (0.3) | | | 274.0 | |
| Recognition of stock-based compensation | | Recognition of stock-based compensation | — | | | — | | | 14.9 | | | — | | | — | | | — | | | — | | | 14.9 | |
Shares issued under compensation plans | | Shares issued under compensation plans | 0.8 | | | 0.9 | | | 13.5 | | | — | | | — | | | — | | | — | | | 14.4 | |
| Common stock purchases | | Common stock purchases | (8.2) | | | — | | | — | | | — | | | (243.7) | | | — | | | — | | | (243.7) | |
Dividends declared to noncontrolling interests | | Dividends declared to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | (0.7) | | | (0.7) | |
Balance December 31, 2021 | | Balance December 31, 2021 | 227.4 | | | $ | 251.8 | | | $ | 1,515.5 | | | $ | 827.2 | | | $ | (687.2) | | | $ | (414.4) | | | $ | 45.8 | | | $ | 1,538.7 | |
The accompanying notes are an integral part of these consolidated financial statements.
AXALTA COATING SYSTEMS LTD.