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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
|
|
2851
|
|
98-1073028
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.)
|
|
Common Shares, $1.00 par value
|
|
|
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New York Stock Exchange
|
(title of class)
|
|
|
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(Exchange on which registered)
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|
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|
|||
|
|||
|
|||
|
|||
|
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|
|||
|
|||
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|
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Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
1,119.3
|
|
|
$
|
1,172.0
|
|
Cost of goods sold
|
|
751.3
|
|
|
776.0
|
|
||
Selling, general and administrative expenses
|
|
217.5
|
|
|
227.8
|
|
||
Loss on assets held for sale
|
|
5.2
|
|
|
—
|
|
||
Research and development expenses
|
|
18.2
|
|
|
19.3
|
|
||
Amortization of acquired intangibles
|
|
28.5
|
|
|
28.9
|
|
||
Income from operations
|
|
98.6
|
|
|
120.0
|
|
||
Interest expense, net
|
|
41.3
|
|
|
39.4
|
|
||
Other income, net
|
|
(1.0
|
)
|
|
(2.2
|
)
|
||
Income before income taxes
|
|
58.3
|
|
|
82.8
|
|
||
Provision for income taxes
|
|
14.2
|
|
|
11.8
|
|
||
Net income
|
|
44.1
|
|
|
71.0
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
0.7
|
|
|
1.1
|
|
||
Net income attributable to controlling interests
|
|
$
|
43.4
|
|
|
$
|
69.9
|
|
Basic earnings per share
|
|
$
|
0.19
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
|
$
|
0.18
|
|
|
$
|
0.28
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
44.1
|
|
|
$
|
71.0
|
|
Other comprehensive (loss) income, before tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
13.3
|
|
|
43.1
|
|
||
Unrealized (loss) gain on derivatives
|
|
(14.6
|
)
|
|
7.9
|
|
||
Unrealized gain on pension plan obligations
|
|
0.5
|
|
|
0.3
|
|
||
Other comprehensive (loss) income, before tax
|
|
(0.8
|
)
|
|
51.3
|
|
||
Income tax (benefit) provision related to items of other comprehensive (loss) income
|
|
(1.7
|
)
|
|
1.3
|
|
||
Other comprehensive income, net of tax
|
|
0.9
|
|
|
50.0
|
|
||
Comprehensive income
|
|
45.0
|
|
|
121.0
|
|
||
Less: Comprehensive (loss) income attributable to noncontrolling interests
|
|
1.2
|
|
|
2.0
|
|
||
Comprehensive income attributable to controlling interests
|
|
$
|
43.8
|
|
|
$
|
119.0
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
501.1
|
|
|
$
|
693.6
|
|
Restricted cash
|
|
2.8
|
|
|
2.8
|
|
||
Accounts and notes receivable, net
|
|
920.5
|
|
|
860.8
|
|
||
Inventories
|
|
626.8
|
|
|
613.0
|
|
||
Prepaid expenses and other current assets
|
|
210.4
|
|
|
139.4
|
|
||
Total current assets
|
|
2,261.6
|
|
|
2,309.6
|
|
||
Property, plant and equipment, net
|
|
1,274.4
|
|
|
1,298.2
|
|
||
Goodwill
|
|
1,216.1
|
|
|
1,230.8
|
|
||
Identifiable intangibles, net
|
|
1,310.8
|
|
|
1,348.0
|
|
||
Other assets
|
|
610.5
|
|
|
489.1
|
|
||
Total assets
|
|
$
|
6,673.4
|
|
|
$
|
6,675.7
|
|
Liabilities, Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
530.9
|
|
|
$
|
522.8
|
|
Current portion of borrowings
|
|
43.5
|
|
|
42.2
|
|
||
Other accrued liabilities
|
|
447.1
|
|
|
475.6
|
|
||
Total current liabilities
|
|
1,021.5
|
|
|
1,040.6
|
|
||
Long-term borrowings
|
|
3,809.0
|
|
|
3,821.8
|
|
||
Accrued pensions
|
|
257.6
|
|
|
261.9
|
|
||
Deferred income taxes
|
|
138.5
|
|
|
140.8
|
|
||
Other liabilities
|
|
167.2
|
|
|
100.1
|
|
||
Total liabilities
|
|
5,393.8
|
|
|
5,365.2
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common shares, $1.00 par, 1,000.0 shares authorized, 247.8 and 246.7 shares issued at March 31, 2019 and December 31, 2018, respectively
|
|
247.0
|
|
|
245.3
|
|
||
Capital in excess of par
|
|
1,431.6
|
|
|
1,409.5
|
|
||
Retained earnings
|
|
241.3
|
|
|
198.6
|
|
||
Treasury shares, at cost 13.6 and 11.1 shares at March 31, 2019 and December 31, 2018, respectively
|
|
(378.0
|
)
|
|
(312.2
|
)
|
||
Accumulated other comprehensive loss
|
|
(335.7
|
)
|
|
(336.1
|
)
|
||
Total Axalta shareholders’ equity
|
|
1,206.2
|
|
|
1,205.1
|
|
||
Noncontrolling interests
|
|
73.4
|
|
|
105.4
|
|
||
Total shareholders’ equity
|
|
1,279.6
|
|
|
1,310.5
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
6,673.4
|
|
|
$
|
6,675.7
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
44.1
|
|
|
$
|
71.0
|
|
Adjustment to reconcile net income to cash used for operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
91.6
|
|
|
91.9
|
|
||
Amortization of deferred financing costs and original issue discount
|
|
2.2
|
|
|
1.9
|
|
||
Deferred income taxes
|
|
0.4
|
|
|
(4.9
|
)
|
||
Realized and unrealized foreign exchange (gains) losses, net
|
|
0.9
|
|
|
(1.3
|
)
|
||
Stock-based compensation
|
|
6.7
|
|
|
8.4
|
|
||
Loss on assets held for sale
|
|
5.2
|
|
|
—
|
|
||
Interest income on swaps designated as net investment hedges
|
|
(3.5
|
)
|
|
—
|
|
||
Other non-cash, net
|
|
(0.3
|
)
|
|
(5.3
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Trade accounts and notes receivable
|
|
(90.4
|
)
|
|
(52.3
|
)
|
||
Inventories
|
|
(22.2
|
)
|
|
(42.9
|
)
|
||
Prepaid expenses and other assets
|
|
(60.5
|
)
|
|
(30.2
|
)
|
||
Accounts payable
|
|
35.4
|
|
|
33.9
|
|
||
Other accrued liabilities
|
|
(69.2
|
)
|
|
(87.0
|
)
|
||
Other liabilities
|
|
1.7
|
|
|
(4.2
|
)
|
||
Cash used for operating activities
|
|
(57.9
|
)
|
|
(21.0
|
)
|
||
Investing activities:
|
|
|
|
|
||||
Acquisitions, net of cash acquired
|
|
(1.7
|
)
|
|
(78.2
|
)
|
||
Purchase of property, plant and equipment
|
|
(20.5
|
)
|
|
(39.5
|
)
|
||
Interest proceeds on swaps designated as net investment hedges
|
|
3.5
|
|
|
—
|
|
||
Other investing activities, net
|
|
(0.1
|
)
|
|
—
|
|
||
Cash used for investing activities
|
|
(18.8
|
)
|
|
(117.7
|
)
|
||
Financing activities:
|
|
|
|
|
|
|
||
Payments on short-term borrowings
|
|
(11.3
|
)
|
|
(9.3
|
)
|
||
Payments on long-term borrowings
|
|
(7.3
|
)
|
|
(6.9
|
)
|
||
Financing-related costs
|
|
(0.9
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
|
(65.7
|
)
|
|
(3.3
|
)
|
||
Proceeds from option exercises
|
|
11.4
|
|
|
6.2
|
|
||
Dividends paid to non-controlling interests
|
|
(1.1
|
)
|
|
(1.0
|
)
|
||
Investment in non-controlling interest
|
|
(26.9
|
)
|
|
(26.9
|
)
|
||
Cash used for financing activities
|
|
(101.8
|
)
|
|
(41.2
|
)
|
||
Decrease in cash
|
|
(178.5
|
)
|
|
(179.9
|
)
|
||
Effect of exchange rate changes on cash
|
|
0.8
|
|
|
10.3
|
|
||
Cash at beginning of period
|
|
696.4
|
|
|
772.9
|
|
||
Cash at end of period
|
|
$
|
518.7
|
|
|
$
|
603.3
|
|
|
|
|
|
|
|
|
||
Cash at end of period reconciliation:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
501.1
|
|
|
$
|
600.4
|
|
Restricted cash
|
|
2.8
|
|
|
2.9
|
|
||
Cash and restricted cash held for sale
|
|
14.8
|
|
|
—
|
|
||
Cash at end of period
|
|
$
|
518.7
|
|
|
$
|
603.3
|
|
|
|
Three months ended March 31, 2018
|
||||||
|
|
As Reported
|
|
Revised
|
||||
Cash used for investing activities
|
|
$
|
(144.6
|
)
|
|
$
|
(117.7
|
)
|
Cash used for financing activities
|
|
$
|
(14.3
|
)
|
|
$
|
(41.2
|
)
|
ASU
|
|
|
|
Effective Date
|
2018-16
|
|
Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes
|
|
January 1, 2019
|
|
|
March 31, 2019
|
||
Assets
|
|
|
||
Cash and cash equivalents
|
|
$
|
7.3
|
|
Restricted cash
|
|
7.5
|
|
|
Accounts and notes receivable, net
|
|
30.4
|
|
|
Inventories
|
|
7.3
|
|
|
Property, plant and equipment, net
|
|
8.4
|
|
|
Goodwill
|
|
5.6
|
|
|
Identifiable intangibles, net
|
|
1.8
|
|
|
Other assets
|
|
5.2
|
|
|
Loss on assets held for sale
|
|
(5.2
|
)
|
|
Assets held for sale
|
|
$
|
68.3
|
|
Liabilities
|
|
|
||
Accounts payable
|
|
16.5
|
|
|
Other accrued liabilities
|
|
6.5
|
|
|
Other liabilities
|
|
4.4
|
|
|
Liabilities held for sale
|
|
$
|
27.4
|
|
|
|
Performance
Coatings
|
|
Transportation
Coatings
|
|
Total
|
||||||
December 31, 2018
|
|
$
|
1,151.5
|
|
|
$
|
79.3
|
|
|
$
|
1,230.8
|
|
Purchase accounting adjustments
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Held for sale adjustment
|
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||
Foreign currency translation
|
|
(9.1
|
)
|
|
(0.7
|
)
|
|
(9.8
|
)
|
|||
March 31, 2019
|
|
$
|
1,137.5
|
|
|
$
|
78.6
|
|
|
$
|
1,216.1
|
|
March 31, 2019
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Weighted average
amortization periods (years)
|
||||||
Technology
|
|
$
|
541.5
|
|
|
$
|
(271.4
|
)
|
|
$
|
270.1
|
|
|
10.4
|
Trademarks - indefinite-lived
|
|
265.8
|
|
|
—
|
|
|
265.8
|
|
|
Indefinite
|
|||
Trademarks - definite-lived
|
|
100.2
|
|
|
(25.5
|
)
|
|
74.7
|
|
|
15.8
|
|||
Customer relationships
|
|
924.4
|
|
|
(233.8
|
)
|
|
690.6
|
|
|
19.1
|
|||
Other
|
|
15.7
|
|
|
(6.1
|
)
|
|
9.6
|
|
|
5.1
|
|||
Total
|
|
$
|
1,847.6
|
|
|
$
|
(536.8
|
)
|
|
$
|
1,310.8
|
|
|
|
December 31, 2018
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Weighted average
amortization periods (years)
|
||||||
Technology
|
|
$
|
545.7
|
|
|
$
|
(260.7
|
)
|
|
$
|
285.0
|
|
|
10.4
|
Trademarks—indefinite-lived
|
|
269.0
|
|
|
—
|
|
|
269.0
|
|
|
Indefinite
|
|||
Trademarks—definite-lived
|
|
100.6
|
|
|
(24.0
|
)
|
|
76.6
|
|
|
15.8
|
|||
Customer relationships
|
|
929.9
|
|
|
(222.9
|
)
|
|
707.0
|
|
|
19.1
|
|||
Other
|
|
15.7
|
|
|
(5.3
|
)
|
|
10.4
|
|
|
5.1
|
|||
Total
|
|
$
|
1,860.9
|
|
|
$
|
(512.9
|
)
|
|
$
|
1,348.0
|
|
|
|
Remainder of 2019
|
|
$
|
87.5
|
|
2020
|
|
113.5
|
|
|
2021
|
|
112.9
|
|
|
2022
|
|
110.7
|
|
|
2023
|
|
71.5
|
|
|
2024
|
|
66.6
|
|
|
|
2019 Activity
|
||
Balance at December 31, 2018
|
|
$
|
102.7
|
|
Expenses, net of changes to estimates
|
|
1.3
|
|
|
Payments made
|
|
(14.0
|
)
|
|
Foreign currency translation
|
|
(1.5
|
)
|
|
Balance at March 31, 2019
|
|
$
|
88.5
|
|
|
|
|
March 31, 2019
|
||
Assets
|
Classification
|
|
|
||
Operating lease assets
|
Other assets (1)
|
|
$
|
95.5
|
|
Finance lease assets
|
Property, plant and equipment, net (2)
|
|
70.3
|
|
|
Total leased assets
|
|
|
$
|
165.8
|
|
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating
|
Other accrued liabilities
|
|
$
|
28.1
|
|
Finance
|
Current portion of borrowings
|
|
2.9
|
|
|
Noncurrent
|
|
|
|
||
Operating
|
Other liabilities
|
|
71.8
|
|
|
Finance
|
Long-term borrowings
|
|
64.0
|
|
|
Total lease liabilities
|
|
|
$
|
166.8
|
|
|
|
Three months ended March 31
|
||
|
|
2019
|
||
Finance lease cost
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
1.0
|
|
Interest on lease liabilities
|
|
0.9
|
|
|
Operating lease cost
|
|
8.9
|
|
|
Variable lease cost
|
|
0.8
|
|
|
Short-term lease cost
|
|
0.3
|
|
|
Net lease cost
|
|
$
|
11.9
|
|
|
|
Three months ended March 31
|
||
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
9.1
|
|
Operating cash flows from finance leases
|
|
$
|
0.9
|
|
Financing cash flows from finance leases
|
|
$
|
1.2
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
5.9
|
|
Finance leases
|
|
$
|
—
|
|
|
|
March 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
5.5
|
|
Finance leases
|
|
17.7
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
3.6
|
%
|
Finance leases
|
|
5.3
|
%
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
Year
|
|
|
|
|
||||
Remainder of 2019
|
|
$
|
23.8
|
|
|
$
|
3.4
|
|
2020
|
|
25.9
|
|
|
5.5
|
|
||
2021
|
|
19.2
|
|
|
5.6
|
|
||
2022
|
|
13.0
|
|
|
5.7
|
|
||
2023
|
|
10.9
|
|
|
5.8
|
|
||
Thereafter
|
|
22.0
|
|
|
79.3
|
|
||
Total lease payments
|
|
$
|
114.8
|
|
|
$
|
105.3
|
|
Less: imputed interest
|
|
14.9
|
|
|
38.4
|
|
||
Present value of lease liabilities
|
|
$
|
99.9
|
|
|
$
|
66.9
|
|
|
|
Sale-leaseback obligations
|
||
2019
|
|
$
|
5.3
|
|
2020
|
|
5.4
|
|
|
2021
|
|
5.4
|
|
|
2022
|
|
5.7
|
|
|
2023
|
|
5.7
|
|
|
Thereafter
|
|
77.1
|
|
|
Total minimum payments
|
|
$
|
104.6
|
|
|
|
Operating
Leases
|
||
2019
|
|
$
|
34.6
|
|
2020
|
|
23.5
|
|
|
2021
|
|
17.1
|
|
|
2022
|
|
13.2
|
|
|
2023
|
|
11.5
|
|
|
Thereafter
|
|
16.6
|
|
|
Total minimum payments
|
|
$
|
116.5
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Components of net periodic benefit cost:
|
|
|
|
|
||||
Net periodic benefit cost:
|
|
|
|
|
||||
Service cost
|
|
$
|
1.9
|
|
|
$
|
2.3
|
|
Interest cost
|
|
3.2
|
|
|
3.4
|
|
||
Expected return on plan assets
|
|
(3.5
|
)
|
|
(4.2
|
)
|
||
Amortization of actuarial loss, net
|
|
0.5
|
|
|
0.3
|
|
||
Net periodic benefit cost
|
|
$
|
2.1
|
|
|
$
|
1.8
|
|
Stock Options
|
|
Awards/Units (in millions)
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|||||
Outstanding at January 1, 2019
|
|
7.2
|
|
|
$
|
19.32
|
|
|
|
|
|
||
Granted
|
|
0.8
|
|
|
27.01
|
|
|
|
|
|
|||
Exercised
|
|
(1.2
|
)
|
|
10.04
|
|
|
|
|
|
|||
Forfeited
|
|
(0.1
|
)
|
|
28.52
|
|
|
|
|
|
|||
Outstanding at March 31, 2019
|
|
6.7
|
|
|
$
|
21.64
|
|
|
|
|
|
||
Vested and expected to vest at March 31, 2019
|
|
6.7
|
|
|
$
|
21.64
|
|
|
$
|
38.9
|
|
|
6.08
|
Exercisable at March 31, 2019
|
|
5.2
|
|
|
$
|
19.72
|
|
|
$
|
38.9
|
|
|
5.17
|
Restricted Stock Awards and Restricted Stock Units
|
|
Awards
(millions)
|
|
Weighted-Average
Fair Value
|
|||
Outstanding at January 1, 2019
|
|
1.6
|
|
|
$
|
29.12
|
|
Granted
|
|
0.6
|
|
|
27.01
|
|
|
Vested
|
|
(0.6
|
)
|
|
27.99
|
|
|
Forfeited
|
|
—
|
|
|
26.89
|
|
|
Outstanding at March 31, 2019
|
|
1.6
|
|
|
$
|
28.76
|
|
Performance Stock Awards and Performance Share Units
|
|
Awards
(millions)
|
|
Weighted-Average
Fair Value
|
|||
Outstanding at January 1, 2019
|
|
0.8
|
|
|
$
|
31.82
|
|
Granted
|
|
0.3
|
|
|
29.28
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(0.3
|
)
|
|
25.66
|
|
|
Outstanding at March 31, 2019
|
|
0.8
|
|
|
$
|
33.47
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Foreign exchange losses, net
|
|
$
|
2.4
|
|
|
$
|
—
|
|
Other miscellaneous income, net
|
|
(3.4
|
)
|
|
(2.2
|
)
|
||
Total
|
|
$
|
(1.0
|
)
|
|
$
|
(2.2
|
)
|
|
|
Three months ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Effective Tax Rate
|
|
24.3
|
%
|
|
14.3
|
%
|
|
|
Three Months Ended March 31,
|
||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
||||
Net income to common shareholders
|
|
$
|
43.4
|
|
|
$
|
69.9
|
|
Basic weighted average shares outstanding
|
|
234.1
|
|
|
240.9
|
|
||
Diluted weighted average shares outstanding
|
|
236.6
|
|
|
245.8
|
|
||
Earnings per common share:
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
0.19
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
|
$
|
0.18
|
|
|
$
|
0.28
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable - trade, net (1)
|
|
$
|
809.9
|
|
|
$
|
739.9
|
|
Notes receivable
|
|
26.2
|
|
|
36.1
|
|
||
Other
|
|
84.4
|
|
|
84.8
|
|
||
Total
|
|
$
|
920.5
|
|
|
$
|
860.8
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Finished products
|
|
$
|
349.3
|
|
|
$
|
334.0
|
|
Semi-finished products
|
|
110.0
|
|
|
108.0
|
|
||
Raw materials
|
|
146.4
|
|
|
149.9
|
|
||
Stores and supplies
|
|
21.1
|
|
|
21.1
|
|
||
Total
|
|
$
|
626.8
|
|
|
$
|
613.0
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Property, plant and equipment
|
|
$
|
2,224.8
|
|
|
$
|
2,218.8
|
|
Accumulated depreciation
|
|
(950.4
|
)
|
|
(920.6
|
)
|
||
Property, plant, and equipment, net
|
|
$
|
1,274.4
|
|
|
$
|
1,298.2
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
2024 Dollar Term Loans
|
|
$
|
2,405.7
|
|
|
$
|
2,411.8
|
|
2024 Dollar Senior Notes
|
|
500.0
|
|
|
500.0
|
|
||
2024 Euro Senior Notes
|
|
376.9
|
|
|
383.3
|
|
||
2025 Euro Senior Notes
|
|
506.3
|
|
|
514.9
|
|
||
Short-term and other borrowings
|
|
111.4
|
|
|
103.8
|
|
||
Unamortized original issue discount
|
|
(12.1
|
)
|
|
(12.6
|
)
|
||
Unamortized deferred financing costs
|
|
(35.7
|
)
|
|
(37.2
|
)
|
||
|
|
$
|
3,852.5
|
|
|
$
|
3,864.0
|
|
Less:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
19.2
|
|
|
$
|
17.9
|
|
Current portion of long-term borrowings
|
|
24.3
|
|
|
24.3
|
|
||
Long-term debt
|
|
$
|
3,809.0
|
|
|
$
|
3,821.8
|
|
Period
|
|
2024 Dollar Senior Notes Percentage
|
|
2019
|
|
103.656
|
%
|
2020
|
|
102.438
|
%
|
2021
|
|
101.219
|
%
|
2022 and thereafter
|
|
100.000
|
%
|
Period
|
|
2024 Euro Senior Notes Percentage
|
|
2019
|
|
103.188
|
%
|
2020
|
|
102.125
|
%
|
2021
|
|
101.063
|
%
|
2022 and thereafter
|
|
100.000
|
%
|
Period
|
|
2025 Euro Senior Notes Percentage
|
|
2019
|
|
102.813
|
%
|
2020
|
|
101.875
|
%
|
2021
|
|
100.938
|
%
|
2022 and thereafter
|
|
100.000
|
%
|
Remainder of 2019
|
|
$
|
35.8
|
|
2020
|
|
26.9
|
|
|
2021
|
|
26.8
|
|
|
2022
|
|
54.3
|
|
|
2023
|
|
27.1
|
|
|
Thereafter
|
|
3,729.4
|
|
|
|
|
$
|
3,900.3
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate caps (1)
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
Cross-currency swaps (2)
|
|
—
|
|
|
14.3
|
|
|
—
|
|
|
14.3
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
|
14.1
|
|
||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate caps (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||||
Cross-currency swaps (2)
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Investment in equity securities
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps (1)
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate caps (1)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swaps (1)
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||||||
Cross-currency swaps (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||||||
Long-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2024 Dollar Senior Notes
|
|
—
|
|
|
502.1
|
|
|
—
|
|
|
502.1
|
|
|
—
|
|
|
474.9
|
|
|
—
|
|
|
474.9
|
|
||||||||
2024 Euro Senior Notes
|
|
—
|
|
|
392.9
|
|
|
—
|
|
|
392.9
|
|
|
—
|
|
|
381.1
|
|
|
—
|
|
|
381.1
|
|
||||||||
2025 Euro Senior Notes
|
|
—
|
|
|
527.3
|
|
|
—
|
|
|
527.3
|
|
|
—
|
|
|
497.5
|
|
|
—
|
|
|
497.5
|
|
||||||||
2024 Dollar Term Loans
|
|
—
|
|
|
2,354.6
|
|
|
—
|
|
|
2,354.6
|
|
|
—
|
|
|
2,276.1
|
|
|
—
|
|
|
2,276.1
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accumulated other comprehensive (loss) income (AOCI):
|
|
|
|
|
||||
Interest rate caps (cash flow hedges)
|
|
$
|
0.3
|
|
|
$
|
(3.4
|
)
|
Interest rate swaps (cash flow hedges)
|
|
14.0
|
|
|
3.0
|
|
||
Cross-currency swaps (net investment hedges)
|
|
(14.9
|
)
|
|
(27.7
|
)
|
||
Total accumulated other comprehensive (loss) income
|
|
$
|
(0.6
|
)
|
|
$
|
(28.1
|
)
|
|
|
|
For the Three Months Ended March 31,
|
||||||||||||||
|
|
|
2019
|
|
2018
|
||||||||||||
Derivatives in Cash Flow and Net Investment Hedges
|
Location of (Gain) Loss Recognized in Income on Derivatives
|
|
Net Amount of (Gain) Loss Recognized in OCI on Derivatives
|
|
Amount of (Gain) Loss Recognized in Income
|
|
Net Amount of (Gain) Loss Recognized in OCI on Derivatives
|
|
Amount of (Gain) Loss Recognized in Income
|
||||||||
Interest rate caps
|
Interest expense, net
|
|
$
|
2.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
0.1
|
|
Interest rate swaps
|
Interest expense, net
|
|
11.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Cross-currency swaps
|
Interest expense, net
|
|
(13.3
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
|
|
Three Months Ended March 31,
|
||||||
Derivatives Not Designated as Hedging
Instruments under ASC 815
|
Location of (Gain) Loss Recognized in
Income on Derivatives
|
|
2019
|
|
2018
|
||||
Interest rate caps
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
Other income, net
|
|
1.5
|
|
|
1.4
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net sales (1):
|
|
|
|
|
||||
Refinish
|
|
$
|
405.5
|
|
|
$
|
414.2
|
|
Industrial
|
|
307.8
|
|
|
316.8
|
|
||
Total Net sales Performance Coatings
|
|
713.3
|
|
|
731.0
|
|
||
Light Vehicle
|
|
315.9
|
|
|
353.2
|
|
||
Commercial Vehicle
|
|
90.1
|
|
|
87.8
|
|
||
Total Net sales Transportation Coatings
|
|
406.0
|
|
|
441.0
|
|
||
Total Net sales
|
|
1,119.3
|
|
|
1,172.0
|
|
||
Equity in earnings (losses) in unconsolidated affiliates:
|
|
|
|
|
||||
Performance Coatings
|
|
0.1
|
|
|
0.1
|
|
||
Transportation Coatings
|
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Total
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Investment in unconsolidated affiliates:
|
|
|
|
|
||||
Performance Coatings
|
|
2.5
|
|
|
3.3
|
|
||
Transportation Coatings
|
|
12.3
|
|
|
12.7
|
|
||
Total
|
|
$
|
14.8
|
|
|
$
|
16.0
|
|
(1)
|
The Company has no intercompany sales between segments.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Segment Adjusted EBIT (1):
|
|
|
|
|
||||
Performance Coatings
|
|
$
|
78.6
|
|
|
$
|
76.0
|
|
Transportation Coatings
|
|
34.2
|
|
|
45.0
|
|
||
Total (2)
|
|
112.8
|
|
|
121.0
|
|
||
Interest expense, net
|
|
41.3
|
|
|
39.4
|
|
||
Termination benefits and other employee related costs (a)
|
|
1.3
|
|
|
(1.3
|
)
|
||
Offering and transactional costs (b)
|
|
0.6
|
|
|
—
|
|
||
Accelerated depreciation (c)
|
|
6.1
|
|
|
—
|
|
||
Loss on assets held for sale (d)
|
|
5.2
|
|
|
—
|
|
||
Change in fair value of equity investments (e)
|
|
—
|
|
|
0.1
|
|
||
Income before income taxes
|
|
$
|
58.3
|
|
|
$
|
82.8
|
|
(1)
|
The primary measure of segment operating performance is Adjusted EBIT, which is defined as net income before interest, taxes and select other items impacting operating results. These other items impacting operating results are items that management has concluded are (1) non-cash items included within net income, (2) items the Company does not believe are indicative of ongoing operating performance or (3) non-recurring, unusual or infrequent items that have not occurred within the last two years or we believe are not reasonably likely to recur within the next two years. Adjusted EBIT is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance, which represents Adjusted EBIT adjusted for the select items referred to above.
|
(2)
|
Does not represent Axalta’s Adjusted EBIT referenced elsewhere by the Company.
|
(a)
|
Represents expenses and associated changes to estimates related to employee termination benefits and other employee-related costs. Employee termination benefits are associated with Axalta Way initiatives. These amounts are not considered indicative of our ongoing operating performance.
|
|
|
(b)
|
Represents acquisition and divestiture-related expenses, all of which are not considered indicative of our ongoing operating performance.
|
|
|
(c)
|
Represents incremental depreciation expense resulting from truncated useful lives of the assets impacted by our manufacturing footprint assessments, which we do not consider indicative of our ongoing operating performance.
|
|
|
(d)
|
Represents the loss recognized on the anticipated sale of our interest in a joint venture business determined to be held for sale, which is not considered indicative of our ongoing operating performance.
|
|
|
(e)
|
Represents mark to market impacts of our equity investments, which we do not consider to be indicative of our ongoing operating performance.
|
|
|
Total Axalta
|
|
Noncontrolling
Interests |
|
Total
|
||||||
Balance at December 31, 2018
|
|
$
|
1,205.1
|
|
|
$
|
105.4
|
|
|
$
|
1,310.5
|
|
Cumulative effect of an accounting change
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Balance at January 1, 2019
|
|
$
|
1,204.4
|
|
|
$
|
105.4
|
|
|
$
|
1,309.8
|
|
Net income
|
|
43.4
|
|
|
0.7
|
|
|
44.1
|
|
|||
Other comprehensive loss, net of tax
|
|
0.4
|
|
|
0.5
|
|
|
0.9
|
|
|||
Recognition of stock-based compensation
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|||
Exercise of stock options
|
|
11.4
|
|
|
—
|
|
|
11.4
|
|
|||
Treasury share repurchases
|
|
(65.8
|
)
|
|
—
|
|
|
(65.8
|
)
|
|||
Non-controlling interests of acquired subsidiaries
|
|
5.7
|
|
|
(32.1
|
)
|
|
(26.4
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
Balance at March 31, 2019
|
|
$
|
1,206.2
|
|
|
$
|
73.4
|
|
|
$
|
1,279.6
|
|
|
|
Total Axalta
|
|
Noncontrolling
Interests
|
|
Total
|
||||||
Balance at December 31, 2017
|
|
$
|
1,276.1
|
|
|
$
|
131.7
|
|
|
$
|
1,407.8
|
|
Cumulative effect of an accounting change
|
|
12.1
|
|
|
0.1
|
|
|
12.2
|
|
|||
Balance at January 1, 2018
|
|
$
|
1,288.2
|
|
|
$
|
131.8
|
|
|
$
|
1,420.0
|
|
Net income
|
|
69.9
|
|
|
1.1
|
|
|
71.0
|
|
|||
Other comprehensive income, net of tax
|
|
49.1
|
|
|
0.9
|
|
|
50.0
|
|
|||
Recognition of stock-based compensation
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|||
Exercise of stock options
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||
Treasury share repurchases
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||
Noncontrolling interests of acquired subsidiaries
|
|
2.9
|
|
|
(29.8
|
)
|
|
(26.9
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||
Balance at March 31, 2018
|
|
$
|
1,421.4
|
|
|
$
|
103.0
|
|
|
$
|
1,524.4
|
|
|
|
Unrealized
Currency
Translation
Adjustments
|
|
Pension
Adjustments
|
|
Unrealized
Gain (Loss) on
Derivatives
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance at December 31, 2018
|
|
$
|
(299.4
|
)
|
|
$
|
(36.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(336.1
|
)
|
Current year deferrals to AOCI
|
|
12.8
|
|
|
—
|
|
|
(11.4
|
)
|
|
1.4
|
|
||||
Reclassifications from AOCI to Net income
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
||||
Net Change
|
|
12.8
|
|
|
—
|
|
|
(12.4
|
)
|
|
0.4
|
|
||||
Balance at March 31, 2019
|
|
$
|
(286.6
|
)
|
|
$
|
(36.4
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(335.7
|
)
|
|
|
Unrealized
Currency
Translation
Adjustments
|
|
Pension
Adjustments
|
|
Unrealized
Gain (Loss) on Securities |
|
Unrealized
Gain (Loss) on
Derivatives
|
|
Accumulated
Other Comprehensive Income (Loss) |
||||||||||
Balance at December 31, 2017
|
|
$
|
(208.8
|
)
|
|
$
|
(31.4
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
(241.0
|
)
|
Cumulative effect of an accounting change
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Balance at January 1, 2018
|
|
(208.8
|
)
|
|
(31.4
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(241.8
|
)
|
|||||
Current year deferrals to AOCI
|
|
42.2
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
48.6
|
|
|||||
Reclassifications from AOCI to Net income
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.5
|
|
|||||
Net Change
|
|
42.2
|
|
|
0.6
|
|
|
—
|
|
|
6.3
|
|
|
49.1
|
|
|||||
Balance at March 31, 2018
|
|
$
|
(166.6
|
)
|
|
$
|
(30.8
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
(192.7
|
)
|
•
|
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;
|
•
|
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 and natural disasters 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 Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2018 and our other filings with the Securities and Exchange Commission; and
|
•
|
other factors beyond our control.
|
•
|
Performance Coatings: Net sales decreased 2.4% driven primarily by the impacts of unfavorable foreign currency translation of 4.8%, as well as a decline in volumes across both end-markets of 0.9%, inclusive of the positive impacts of acquisitions of 0.5%. Partially offsetting these declines were increases in average selling prices across both end-markets of 3.3%.
|
•
|
Transportation Coatings: Net sales decreased 7.9% driven primarily by the impacts of unfavorable foreign currency translation of 4.8%, as well as a decline in volumes of 3.3%. Partially offsetting these declines were higher average selling prices of 0.2%.
|
(In millions)
|
|
Three Months Ended March 31,
|
|
2019 vs 2018
|
|||||||
|
|
2019
|
|
2018
|
|
% change
|
|||||
Performance Coatings
|
|
|
|
|
|
|
|||||
Refinish
|
|
$
|
405.5
|
|
|
$
|
414.2
|
|
|
(2.1
|
)%
|
Industrial
|
|
307.8
|
|
|
316.8
|
|
|
(2.8
|
)%
|
||
Total Net sales Performance Coatings
|
|
713.3
|
|
|
731.0
|
|
|
(2.4
|
)%
|
||
Transportation Coatings
|
|
|
|
|
|
|
|||||
Light Vehicle
|
|
315.9
|
|
|
353.2
|
|
|
(10.6
|
)%
|
||
Commercial Vehicle
|
|
90.1
|
|
|
87.8
|
|
|
2.6
|
%
|
||
Total Net sales Transportation Coatings
|
|
406.0
|
|
|
441.0
|
|
|
(7.9
|
)%
|
||
Total Net sales
|
|
$
|
1,119.3
|
|
|
$
|
1,172.0
|
|
|
(4.5
|
)%
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
1,119.3
|
|
|
$
|
1,172.0
|
|
|
$
|
(52.7
|
)
|
|
(4.5
|
)%
|
Volume effect
|
|
|
|
|
|
|
|
(2.1
|
)%
|
||||||
Impact of acquisitions
|
|
|
|
|
|
|
|
0.3
|
%
|
||||||
Price/product mix effect
|
|
|
|
|
|
|
|
2.1
|
%
|
||||||
Exchange rate effect
|
|
|
|
|
|
|
|
(4.8
|
)%
|
Net sales decreased due to the following:
|
n Unfavorable impacts of currency translation, due primarily to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
n Lower sales volumes across both segments, partially offset by an increase within our commercial vehicle end-market
|
Partially offset by:
|
n Higher average selling prices across both our segments, primarily within our Performance Coatings segment
|
n Impacts of acquisitions within our Performance Coatings segment
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Cost of sales
|
|
$
|
751.3
|
|
|
$
|
776.0
|
|
|
$
|
(24.7
|
)
|
|
(3.2
|
)%
|
% of net sales
|
|
67.1
|
%
|
|
66.2
|
%
|
|
|
|
|
Cost of sales decreased due to the following:
|
n Favorable impacts of currency translation of 3.7%, due primarily to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
n Lower sales volumes across both segments
|
Partially offset by:
|
n Increased raw material costs across both segments
|
n Incremental accelerated depreciation expense of $6.1 million, for which there were no costs in the comparable period
|
Cost of sales as a percentage of net sales increased due to the following:
|
n Lower sales volume covering fixed costs and the incremental accelerated depreciation expense of $6.1 million, as well as increased raw material costs, partially offset by increase in price recapture in net sales
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
SG&A
|
|
$
|
217.5
|
|
|
$
|
227.8
|
|
|
$
|
(10.3
|
)
|
|
(4.5
|
)%
|
Selling, general and administrative expenses decreased due to the following:
|
n Favorable impacts of currency translation of 4.7% due primarily to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
Partially offset by:
|
n Axalta Way cost savings initiatives and acquisition-related costs of $1.9 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively, resulting in a $1.6 million increase over the comparable period
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Loss on assets held for sale
|
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
100.0
|
%
|
Loss on assets held for sale increased due to the following:
|
n During the three months ended March 31, 2019, we recorded a loss on the anticipated sale of our interest in a joint venture business determined to be held for sale as discussed above in "Business Highlights - Acquisitions and Divestitures"
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Research and development expenses
|
|
$
|
18.2
|
|
|
$
|
19.3
|
|
|
$
|
(1.1
|
)
|
|
(5.7
|
)%
|
Research and development expenses decreased due to the following:
|
n Favorable impacts of currency translation, which reduced expenses by 1.0% due primarily to the weakening of the Euro and Chinese Renminbi compared to the U.S. dollar
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Amortization of acquired intangibles
|
|
$
|
28.5
|
|
|
$
|
28.9
|
|
|
$
|
(0.4
|
)
|
|
(1.4
|
)%
|
Amortization of acquired intangibles decreased due to the following:
|
n Favorable impacts of foreign currency of 1.9%, primarily related to the weakening of the Euro and Chinese Renminbi compared to the U.S. dollar
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Interest expense, net
|
|
$
|
41.3
|
|
|
$
|
39.4
|
|
|
$
|
1.9
|
|
|
4.8
|
%
|
Interest expense, net increased due to the following:
|
n Increases in average interest rates due to LIBOR increases on our variable rate debt over the comparable period, mostly offset by impacts of our derivative instruments
|
n Increases in interest costs associated with finance leases under the new standard, of which certain leases were historically treated as sale-leaseback financing transactions
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Other income, net
|
|
$
|
(1.0
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
1.2
|
|
|
(54.5
|
)%
|
Other income, net decreased due to the following:
|
n Increase in miscellaneous expenses, including increased net foreign exchange losses
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Income before income taxes
|
|
$
|
58.3
|
|
|
$
|
82.8
|
|
Provision for income taxes
|
|
14.2
|
|
|
11.8
|
|
||
Statutory U.S. Federal income tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
||
Effective tax rate
|
|
24.3
|
%
|
|
14.3
|
%
|
||
Effective tax rate vs. statutory U.S. Federal income tax rate
|
|
3.3
|
%
|
|
(6.7
|
)%
|
|
|
(Favorable) Unfavorable Impact
|
||||||
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 lower than the U.S. Federal rate (1)
|
|
$
|
(9.2
|
)
|
|
$
|
(4.3
|
)
|
Changes in valuation allowance
|
|
2.6
|
|
|
1.3
|
|
||
Foreign exchange gain (loss), net
|
|
5.9
|
|
|
(4.0
|
)
|
||
Stock-based compensation net excess tax benefits
|
|
(3.6
|
)
|
|
(2.4
|
)
|
||
Non-deductible expenses and interest
|
|
1.6
|
|
|
3.1
|
|
||
Increase in unrecognized tax benefits (2)
|
|
0.8
|
|
|
6.4
|
|
||
U.S. tax reform (3)
|
|
—
|
|
|
(12.4
|
)
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
713.3
|
|
|
$
|
731.0
|
|
|
$
|
(17.7
|
)
|
|
(2.4
|
)%
|
Volume effect
|
|
|
|
|
|
|
|
(1.4
|
)%
|
||||||
Impact of acquisitions
|
|
|
|
|
|
|
|
0.5
|
%
|
||||||
Price/product mix effect
|
|
|
|
|
|
|
|
3.3
|
%
|
||||||
Exchange rate effect
|
|
|
|
|
|
|
|
(4.8
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBIT
|
|
$
|
78.6
|
|
|
$
|
76.0
|
|
|
$
|
2.6
|
|
|
3.4
|
%
|
Adjusted EBIT Margin
|
|
11.0
|
%
|
|
10.4
|
%
|
|
|
|
|
Net sales decreased due to the following:
|
n Unfavorable currency translation primarily related to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
n Decreases in organic volumes across both end-markets
|
Partially offset by:
|
n Higher average selling prices across both end-markets and all regions
|
n Benefits from acquisitions in the refinish end-market
|
Adjusted EBIT increased due to the following:
|
n Higher average selling prices across both segments and all regions
|
Partially offset by:
|
n Unfavorable currency translation primarily related to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
n Higher raw material costs across both end-markets
|
n Lower organic volumes, offset partially by the impacts of our recent acquisitions
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
|||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
|
$
|
406.0
|
|
|
$
|
441.0
|
|
|
$
|
(35.0
|
)
|
|
(7.9
|
)%
|
Volume effect
|
|
|
|
|
|
|
|
(3.3
|
)%
|
||||||
Price/product mix effect
|
|
|
|
|
|
|
|
0.2
|
%
|
||||||
Exchange rate effect
|
|
|
|
|
|
|
|
(4.8
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBIT
|
|
$
|
34.2
|
|
|
$
|
45.0
|
|
|
$
|
(10.8
|
)
|
|
(24.0
|
)%
|
Adjusted EBIT Margin
|
|
8.4
|
%
|
|
10.2
|
%
|
|
|
|
|
Net sales decreased due to the following:
|
n Unfavorable currency translation primarily related to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
n Volume decreases primarily in our light vehicle end-market
|
Partially offset by:
|
n Increases in average selling price in our light vehicle end-market, primarily in our North America and EMEA regions
|
Adjusted EBIT decreased due to the following:
|
n Higher raw materials costs across both end-markets and all regions
|
n Decreases in sales volumes across all regions in our light vehicle end-market
|
n Unfavorable currency translation primarily related to the weakening of the Euro, Chinese Renminbi and Brazilian Real compared to the U.S. dollar
|
Partially offset by:
|
n Increases in average selling price in our light vehicle end-market, primarily in our North America and EMEA regions
|
n Reductions in costs due to operational efficiencies associated with our cost savings initiatives
|
|
|
Three months ended March 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Net cash provided by (used for):
|
|
|
|
|
||||
Operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
44.1
|
|
|
$
|
71.0
|
|
Depreciation and amortization
|
|
91.6
|
|
|
91.9
|
|
||
Amortization of deferred financing costs and original issue discount
|
|
2.2
|
|
|
1.9
|
|
||
Deferred income taxes
|
|
0.4
|
|
|
(4.9
|
)
|
||
Realized and unrealized foreign exchange (gains) losses, net
|
|
0.9
|
|
|
(1.3
|
)
|
||
Stock-based compensation
|
|
6.7
|
|
|
8.4
|
|
||
Loss on assets held for sale
|
|
5.2
|
|
|
—
|
|
||
Interest income on swaps designated as net investment hedges
|
|
(3.5
|
)
|
|
—
|
|
||
Other non-cash, net
|
|
(0.3
|
)
|
|
(5.3
|
)
|
||
Net income adjusted for non-cash items
|
|
147.3
|
|
|
161.7
|
|
||
Changes in operating assets and liabilities
|
|
(205.2
|
)
|
|
(182.7
|
)
|
||
Operating activities
|
|
(57.9
|
)
|
|
(21.0
|
)
|
||
Investing activities
|
|
(18.8
|
)
|
|
(117.7
|
)
|
||
Financing activities
|
|
(101.8
|
)
|
|
(41.2
|
)
|
||
Effect of exchange rate changes on cash
|
|
0.8
|
|
|
10.3
|
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(177.7
|
)
|
|
$
|
(169.6
|
)
|
(In millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
2024 Dollar Term Loans
|
|
$
|
2,405.7
|
|
|
$
|
2,411.8
|
|
2024 Dollar Senior Notes
|
|
500.0
|
|
|
500.0
|
|
||
2024 Euro Senior Notes
|
|
376.9
|
|
|
383.3
|
|
||
2025 Euro Senior Notes
|
|
506.3
|
|
|
514.9
|
|
||
Short-term and other borrowings
|
|
111.4
|
|
|
103.8
|
|
||
Unamortized original issue discount
|
|
(12.1
|
)
|
|
(12.6
|
)
|
||
Unamortized deferred financing costs
|
|
(35.7
|
)
|
|
(37.2
|
)
|
||
|
|
$
|
3,852.5
|
|
|
$
|
3,864.0
|
|
Less:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
19.2
|
|
|
$
|
17.9
|
|
Current portion of long-term borrowings
|
|
24.3
|
|
|
24.3
|
|
||
Long-term debt
|
|
$
|
3,809.0
|
|
|
$
|
3,821.8
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||||
Month
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
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 Agreement 1
|
||||||
January 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
366,455.5
|
|
February 2019
|
|
1,916.3
|
|
|
26.11
|
|
|
1,916.3
|
|
|
316,417.2
|
|
||
March 2019
|
|
631.2
|
|
|
24.93
|
|
|
631.2
|
|
|
300,682.7
|
|
||
Total
|
|
2,547.5
|
|
|
$
|
25.82
|
|
|
2,547.5
|
|
|
$
|
300,682.7
|
|
EXHIBIT NO.
|
DESCRIPTION OF EXHIBITS
|
|
|
10.58
|
|
|
|
10.59
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1††
|
|
|
|
32.2††
|
|
|
|
101†
|
INS - XBRL Instance Document. The document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
|
|
101†
|
SCH - XBRL Taxonomy Extension Schema Document
|
|
|
101†
|
CAL - XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101†
|
DEF - XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101†
|
LAB - XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101†
|
PRE - XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
†
|
In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
††
|
This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
|||
|
|
|
AXALTA COATING SYSTEMS LTD.
|
|
|
|
|
Date:
|
April 25, 2019
|
|
By: /s/ Robert W. Bryant
|
|
|
|
Robert W. Bryant
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
April 25, 2019
|
|
By: /s/ Sean M. Lannon
|
|
|
|
Sean M. Lannon
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant:
|
|
Grant Date:
|
|
Target Number of PSUs (the “Target PSUs”):
|
[____]
Notwithstanding the number of Target PSUs, the number of PSUs that are eligible to vest pursuant to this Agreement range from zero to 200% of the Target PSUs.
|
Type of Shares Issuable:
|
Common Stock
|
Vesting Schedule:
|
The PSUs will vest in accordance with the vesting schedule set forth in Appendix 1.
|
1.
|
If the Company achieves an Adjusted EPS between the “Threshold” and “Target” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 3.5% and 14% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
2.
|
If the Company achieves an Adjusted EPS between the “Target” and “Maximum” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 14% and 28% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
3.
|
If the Company achieves an Adjusted EPS greater than the “Maximum” amount in the table below for any fiscal year during the Performance Period, a number of PSUs equal to 28% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
4.
|
If the Company achieves an Adjusted EPS between the “Threshold” and “Target” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 7% and 28% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
5.
|
If the Company achieves an Adjusted EPS between the “Target” and “Maximum” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 28% and 56% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
6.
|
If the Company achieves an Adjusted EPS greater than the “Maximum” amount in the table below for the cumulative Performance Period, a number of PSUs equal to 56% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
ADJUSTED EPS
|
Fiscal Year
2019
|
Fiscal Year
2020
|
Fiscal Year
2021
|
Performance Period
(cumulative 3-year)
|
Metric Target
|
$1.39
|
$1.48
|
$1.63
|
$4.55
|
Threshold
(% of metric target)
|
$1.251
(90%)
|
$1.258
(85%)
|
$1.304
(80%)
|
$3.8675
(85%)
|
Target
(% or metric target)
|
$1.39
(100%)
|
$1.48
(100%)
|
$1.63
(100%)
|
$4.55
(100%) |
Maximum
(% of metric target)
|
$1.529
(110%)
|
$1.702
(115%)
|
$1.956
(120%)
|
$5.2325
(115%)
|
1.
|
If the Company achieves an ROIC between the “Threshold” and “Target” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 1.5% and 6% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
2.
|
If the Company achieves an ROIC between the “Target” and “Maximum” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 6% and 12% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
3.
|
If the Company achieves an ROIC greater than the “Maximum” amount in the table below for any fiscal year during the Performance Period, a number of PSUs equal to 12% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
4.
|
If the Company achieves an ROIC between the “Threshold” and “Target” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 3% and 12% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
5.
|
If the Company achieves an ROIC between the “Target” and “Maximum” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 12% and 24% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
6.
|
If the Company achieves an ROIC greater than the “Maximum” amount in the table below for the cumulative Performance Period, a number of PSUs equal to 24% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
ROIC
|
Fiscal Year
2019
|
Fiscal Year
2020
|
Fiscal Year
2021
|
Performance Period
(cumulative 3-year)
|
Metric Target
|
13.5%
|
14.2%
|
15.3%
|
14.4%
|
Threshold
(% of metric target)
|
12.15%
(90%)
|
12.07%
(85%)
|
12.24%
(80%)
|
12.24%
(85%)
|
Target
(% or metric target)
|
13.5%
(100%)
|
14.2%
(100%)
|
15.3%
(100%)
|
14.4%
(100%) |
Maximum
(% of metric target)
|
14.85%
(110%)
|
16.33%
(115%)
|
18.36%
(120%)
|
16.56%
(115%)
|
1.
|
If the Company achieves a TSR over the Performance Period that is at or below the 25th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to 75% of the Banked PSUs shall vest.
|
2.
|
If the Company achieves a TSR over the Performance Period that is between the 25th percentile and 75th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to 100% of the Banked PSUs shall vest.
|
3.
|
If the Company achieves a TSR over the Performance Period that is at or above the 75th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to the lesser of (i) 125% of the Banked PSUs or (ii) the Maximum PSUs, shall vest.
|
1.
|
If the Company achieves an Adjusted EPS between the “Threshold” and “Target” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 3.5% and 14% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
2.
|
If the Company achieves an Adjusted EPS between the “Target” and “Maximum” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 14% and 28% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
3.
|
If the Company achieves an Adjusted EPS greater than the “Maximum” amount in the table below for any fiscal year during the Performance Period, a number of PSUs equal to 28% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
4.
|
If the Company achieves an Adjusted EPS between the “Threshold” and “Target” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 7% and 28% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
5.
|
If the Company achieves an Adjusted EPS between the “Target” and “Maximum” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 28% and 56% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
6.
|
If the Company achieves an Adjusted EPS greater than the “Maximum” amount in the table below for the cumulative Performance Period, a number of PSUs equal to 56% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
ADJUSTED EPS
|
Fiscal Year
2019
|
Fiscal Year
2020
|
Fiscal Year
2021
|
Performance Period
(cumulative 3-year)
|
Metric Target
|
$1.39
|
$1.48
|
$1.63
|
$4.55
|
Threshold
(% of metric target)
|
$1.251
(90%)
|
$1.258
(85%)
|
$1.304
(80%)
|
$3.8675
(85%)
|
Target
(% or metric target)
|
$1.39
(100%)
|
$1.48
(100%)
|
$1.63
(100%)
|
$4.55
(100%) |
Maximum
(% of metric target)
|
$1.529
(110%)
|
$1.702
(115%)
|
$1.956
(120%)
|
$5.2325
(115%)
|
1.
|
If the Company achieves an ROIC between the “Threshold” and “Target” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 1.5% and 6% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
2.
|
If the Company achieves an ROIC between the “Target” and “Maximum” amounts in the table below for any fiscal year during the Performance Period, a number of PSUs equal to between 6% and 12% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
3.
|
If the Company achieves an ROIC greater than the “Maximum” amount in the table below for any fiscal year during the Performance Period, a number of PSUs equal to 12% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
4.
|
If the Company achieves an ROIC between the “Threshold” and “Target” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 3% and 12% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
5.
|
If the Company achieves an ROIC between the “Target” and “Maximum” amounts in the table below for the cumulative Performance Period, a number of PSUs equal to between 12% and 24% of the Target PSUs, using straight-line interpolation (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
6.
|
If the Company achieves an ROIC greater than the “Maximum” amount in the table below for the cumulative Performance Period, a number of PSUs equal to 24% of the Target PSUs (rounded up to the nearest whole PSU), shall be designated “Banked PSUs.”
|
ROIC
|
Fiscal Year
2019
|
Fiscal Year
2020
|
Fiscal Year
2021
|
Performance Period
(cumulative 3-year)
|
Metric Target
|
13.5%
|
14.2%
|
15.3%
|
14.4%
|
Threshold
(% of metric target)
|
12.15%
(90%)
|
12.07%
(85%)
|
12.24%
(80%)
|
12.24%
(85%)
|
Target
(% or metric target)
|
13.5%
(100%)
|
14.2%
(100%)
|
15.3%
(100%)
|
14.4%
(100%) |
Maximum
(% of metric target)
|
14.85%
(110%)
|
16.33%
(115%)
|
18.36%
(120%)
|
16.56%
(115%)
|
1.
|
If the Company achieves a TSR over the Performance Period that is at or below the 25th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to 75% of the Banked PSUs shall vest.
|
2.
|
If the Company achieves a TSR over the Performance Period that is between the 25th percentile and 75th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to 100% of the Banked PSUs shall vest.
|
3.
|
If the Company achieves a TSR over the Performance Period that is at or above the 75th percentile of the TSRs of the component members of the Company’s Peer Group over the Performance Period, a number of PSUs equal to the lesser of (i) 125% of the Banked PSUs or (ii) the Maximum PSUs, shall vest.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Axalta Coating Systems Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Robert W. Bryant
|
Name:
|
Robert W. Bryant
|
Title:
|
Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Axalta Coating Systems Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Sean M. Lannon
|
Name:
|
Sean M. Lannon
|
Title:
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Robert W. Bryant
|
Name:
|
Robert W. Bryant
|
Title:
|
Chief Executive Officer and President
|
(1)
|
The Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Sean M. Lannon
|
Name:
|
Sean M. Lannon
|
Title:
|
Senior Vice President and Chief Financial Officer
|