Axalta Coating Systems Ltd. - Quarter Report: 2014 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2014

or

For the transition period from                      to                     .

Commission File Number: 001-36733

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

Two Commerce Square

2001 Market Street

Suite 3600

Philadelphia, Pennsylvania 19103

(855) 547-1461

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of October 31, 2014, there were 229,779,626 shares of the registrant’s common shares outstanding.

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PART 1. FINANCIAL STATEMENT INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AXALTA COATING SYSTEMS LTD.

Condensed Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor)

Statements of Operations (Unaudited)

(in millions, except per share data)

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

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AXALTA COATING SYSTEMS LTD.

Condensed Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor)

Statements of Comprehensive Income (Loss) (Unaudited)

(Dollars in millions)

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

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AXALTA COATING SYSTEMS LTD.

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in millions, except share data)

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

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AXALTA COATING SYSTEMS LTD.

Condensed Consolidated (Successor) and DuPont Performance Coatings Combined (Predecessor)

Statements of Cash Flows (Unaudited)

(Dollars in millions)

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

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

The interim condensed consolidated and combined financial statements included herein are unaudited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair statement of the financial position of Axalta Coating Systems Ltd. (formerly known as Flash Bermuda Co. Ltd. or Axalta Coating Systems Bermuda Co., Ltd.), a Bermuda exempted Limited Liability Company and its consolidated subsidiaries (“Axalta,” the “Company,” “we,” “our” and “us”) at September 30, 2014 and December 31, 2013, the results of operations for the three and nine months ended September 30, 2014, and 2013 (Successor) and for the period from January 1, 2013 through January 31, 2013 (Predecessor), and cash flows for the nine months ended September 30, 2014 and 2013 (Successor), and for the period from January 1, 2013 through January 31, 2013 (Predecessor). These interim unaudited condensed consolidated and combined financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company’s Registration Statement on Form S-1 (Registration No. 333-198271), which was declared effective by the Securities and Exchange Committee (“SEC”) on November 10, 2014. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States, for annual periods.

The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for a full year.

The acquisition by Axalta and certain of its indirect subsidiaries of all the capital stock, other equity interests and assets of certain entities which, together with their subsidiaries, comprised the assets and legal entities, which together with their subsidiaries, compromised the DuPont Performance Coatings business (“DPC’) (“Acquisition”) closed on February 1, 2013. The accompanying condensed consolidated balance sheets of Axalta at September 30, 2014 and December 31, 2013 and related interim condensed consolidated statements of operations and condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2014 and 2013 and of cash flows for the nine months ended September 30, 2014 and 2013 are labeled as “Successor.” The condensed consolidated financial statements for the Successor include the accounts of Axalta and its subsidiaries, and entities in which a controlling interest is maintained.

The accompanying combined statements of operations and statements of comprehensive income for the period from January 1, 2013 through January 31, 2013 and of cash flows for the period from January 1, 2013 through January 31, 2013, do not include adjustments or transactions attributable to the Acquisition, and are labeled as “Predecessor”. As a result of the application of acquisition accounting as of the closing date of the Acquisition, the financial statements for the Successor periods and the Predecessor periods are presented on a different basis and are, therefore, not comparable.

Certain of our joint ventures are accounted for on a one-month lag basis, the effect of which is not material.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Reclassification and revisions

In October 2014, the Board of Directors approved a 1.69-for-1 stock split of the Company’s issued and outstanding common shares, which was effective on October 28, 2014. The stock split did not change the par value of the Company’s common shares. The condensed consolidated financial statements have been retroactively adjusted to give effect to the stock split.

During the third quarter ended September 30, 2014, the Company identified errors in the determination of the effective interest rate amortization for the Deferred Financing Costs and Original Issue Discounts that were incurred in 2013. Refer to our annual report and Note 18 included herein for further details.

Certain reclassifications have been made to Net sales, Other (income) expense, net, and Selling, general and administrative expenses on the Predecessor combined statements of operations to conform to the Successor presentation.

As of December 31, 2013 we completed our accounting associated with the Acquisition, the finalization of our valuations, and the refinement of our assumptions impacted the recognized values assigned to assets acquired and liabilities assumed, including impacts to net sales and income tax benefit for the three and nine months ended September 30, 2013. Net sales and income tax benefit as a result of these refinements were adjusted by a $3.4 million increase and a $10.6 million decrease, respectively, for the three months ended September 30, 2013, and a $7.8 million increase and a $1.5 million decrease, respectively, for the nine months ended September 30, 2013.

Initial Public Offering

On November 11, 2014, the Company priced its initial public offering (“IPO”). In the IPO, certain of the Company’s stockholders sold an aggregate of 50,000,000 common shares at a public offering price of $19.50 per share. The underwriters also exercised their over-allotment option and purchased an additional 7,500,000 common shares. The Company will not receive any proceeds from the sale of common shares in the IPO.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Recently Adopted Accounting Guidance

In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amended the guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 and early adoption is permitted. We have adopted this guidance as of September 30, 2014.

Accounting Guidance Issued But Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (Accounting Standard Codification 606), “Revenue from Contracts with Customers”, which sets forth the guidance that an entity should use related to revenue recognition. This ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is not permitted. We are in the process of assessing the impact the adoption of this ASU will have on our financial position, results of operations and cash flows.

In August 2014, the FASB issued ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which requires management to evaluate the Company’s business to continue as a going concern within one year after the date that the financial statements are issued. The ASU is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. We do not anticipate this standard will have a material impact on the financial statements.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Acquisition of DuPont Performance Coatings

On August 30, 2012, we entered into a purchase agreement with DuPont whereby, Axalta acquired from DuPont and its affiliates certain assets of DPC and all of the capital stock and other equity interests of certain entities engaged in the DPC business (the “Acquisition Agreement”) pursuant to which we acquired the assets and legal entities of DPC from DuPont for a purchase price of $4,925.9 million plus or minus a working capital adjustment and pension adjustment. Axalta and DuPont finalized the working capital and pension adjustments to the purchase price which resulted in a reduction to the purchase price of $18.6 million to $4,907.3 million.

We accounted for the Acquisition as a business combination in accordance with ASC 805, Business Combinations, using the acquisition method of accounting. At December 31, 2013, the amounts presented for the Acquisition were finalized.

The following table summarizes the fair values of the net assets acquired as of the February 1, 2013 Acquisition date adjusted for measurement period adjustments:

The measurement period adjustments reflect new information obtained about facts and circumstances that existed at the closing date of the Acquisition, primarily related to indemnification assets, inventories, other miscellaneous current assets and liabilities, property, plant and equipment, intangible assets, and the related deferred income taxes. With the exception of those items detailed in Note 1, no measurement period adjustments had a material impact on the statement of operations or cash flows requiring retrospective application.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

The determination of Goodwill was recognized for the Acquisition as the excess of the purchase price over the net identifiable assets recognized. The Goodwill is primarily attributed to our assembled workforce, corporate and operational synergies and the going concern value of the anticipated future economic benefits associated with DPC being operated as a standalone entity.

The fair values of intangible assets were estimated using either the income approach, the excess earnings method (customer relationships) or the relief from royalty method (technology and trademarks). Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. Under the relief from royalty method, fair value is measured by estimating future revenue associated with the intangible asset over its useful life and applying a royalty rate to the revenue estimate. These intangible assets enable us to develop new products to meet the evolving business needs as well as competitively produce our existing products.

The fair value of real properties acquired was based on the consideration of their highest and best use in the market. The fair values of property, plant, and equipment, other than real properties, were based on the consideration that unless otherwise identified, they will continue to be used “as is” and as part of the ongoing business. In contemplation of the in-use premise and the nature of the assets, the fair value was developed primarily using a cost approach. The determination of the fair value of assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition.

The fair value of the noncontrolling interests, related to acquired joint ventures, were estimated by applying an income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions included a discount rate, a terminal value based on a range of long-term sustainable growth rates and adjustments because of the lack of control that market participants would consider when measuring the fair value of the noncontrolling interests.

The Company was formed on August 24, 2012 for the purpose of consummating the Acquisition of DPC and, consequently has no financial statements as of and for periods prior to that date. Prior to the Acquisition, we generated no revenue and incurred no expenses other than merger and acquisition costs and debt financing costs in anticipation of the Acquisition. We incurred merger and acquisition related costs of $29.0 million which were expensed during the Successor period August 24, 2012 through December 31, 2012 and incurred debt financing costs of $4.6 million which were recorded as Other assets and Other accrued liabilities as of December 31, 2012 (Successor). The $33.6 million of merger and acquisition related costs and debt financing costs incurred were accrued as a component of Other accrued liabilities at December 31, 2012 (Successor). The amounts were paid at closing of the Acquisition with proceeds from the borrowings under the Senior Secured Credit Facilities.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

The following unaudited supplemental pro forma information presents the financial results as if the acquisition of DPC had occurred at January 1, 2012. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made at January 1, 2012, nor is it indicative of any future results.

The 2013 supplemental pro forma net loss was adjusted to exclude $53.1 million of acquisition-related costs incurred in 2013 and $123.1 million of non-recurring expense consisting primarily of $103.7 million related to the fair market value adjustment to acquisition-date inventory.

Dispositions

In September 2014, we completed the sale of a business within the Performance Coatings reportable segment, which primarily included technology that had been developed as an integrated software solution for the collision repair supply chain market.

The sale resulted in the receipt of $17.5 million during the nine months ended September 30, 2014. As a result, we recognized a pre-tax gain on sale of $1.2 million ($0.7 million after tax) recorded within Other (income) expense, net for the three and nine months ended September 30, 2014.

Goodwill

The following table shows changes in the carrying amount of goodwill for the Successor nine months ended September 30, 2014 by reportable segment:

During the nine months ended September 30, 2014, we identified and recorded purchase accounting adjustments of $12.4 million related to corrections subsequent to the end of the purchase accounting measurement period.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Identifiable Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class:

Activity related to in process research and development projects for the nine months ended September 30, 2014:

Amortization expense for the Successor three and nine months ended September 30, 2014 was $20.9 million and $63.3 million, respectively. Amortization expense for the Successor three and nine months ended September 30, 2013, including a loss of $3.2 million associated with abandoned in process research and development projects, was $21.0 million and $59.0 million, respectively.

Amortization expense for the Predecessor period from January 1, 2013 through January 31, 2013 was $2.6 million.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

The estimated amortization expense for the remainder of 2014 and for each of the succeeding five years is:

Successor Periods

In accordance with the applicable guidance for Nonretirement Postemployment Benefits, we accounted for termination benefits and recognized liabilities when the loss was considered probable that employees were entitled to benefits and the amounts could be reasonably estimated.

Since the Acquisition date, we have incurred costs associated with involuntary termination benefits associated with corporate-related initiatives associated with our transition and cost-saving opportunities related to the separation from DuPont. During the three and nine months ended September 30, 2014, we incurred restructuring costs of $0.9 million and $2.3 million, respectively. During the three and nine months ended September 30, 2013, we incurred restructuring costs of $41.0 million and $47.5 million, respectively. These amounts are recorded within selling, general, and administrative expenses in the condensed consolidated statement of operations. The payments associated with these actions are expected to be completed in June 2015.

The following tables summarize the activities related to the restructuring reserves, recorded within other accrued liabilities, and expenses for the Successor nine months ended September 30, 2014:

Predecessor Periods

During the Predecessor period there was no expense recorded associated with involuntary termination benefits.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Predecessor Periods

Historically, the DPC businesses were managed and operated in the normal course of business with other affiliates of DuPont. Accordingly, certain shared costs were allocated to DPC and reflected as expenses in the standalone Predecessor interim unaudited combined financial statements. Management of DuPont considered the allocation methodologies used to be reasonable and appropriate reflections of the historical DuPont expenses attributable to DPC for purposes of the standalone combined financial statements of DPC; however, the expenses reflected in the Predecessor interim unaudited combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if DPC had operated as a separate, standalone entity. In addition, the expenses reflected in the Predecessor interim unaudited combined financial statements may not be indicative of related expenses that will be incurred in the future by us.

Except for its joint ventures, DPC participated in DuPont’s centralized cash management and financing programs. Disbursements were made through centralized accounts payable systems which were operated by DuPont, while cash receipts were transferred to centralized accounts maintained by DuPont. As cash was disbursed and received by DuPont, it was accounted for by DPC through the parent company net investment. All short and long-term debt requirements of the DPC business were financed by DuPont and financing decisions for wholly owned subsidiaries and majority owned joint ventures were determined by DuPont’s central treasury operations.

The Predecessor interim unaudited combined financial statements include significant transactions with DuPont involving leveraged functional services (such as information systems, accounting, other financial services, purchasing and legal) and general corporate expenses that were provided to DPC by centralized DuPont organizations. Throughout the Predecessor periods covered by the combined financial statements of DPC, the costs of these leveraged functions and services were directly charged or allocated to DPC using methods management believes were reasonable. The methods for directly charging specifically identifiable functions and services to DPC included negotiated usage rates and dedicated employee assignments. The method for allocating shared leveraged functional services to DPC was based on proportionate formulas involving controllable fixed costs and in certain instances was allocated to DPC based on demand. Controllable fixed costs are fixed costs less depreciation and amortization and nonrecurring transactions. The methods for allocating general corporate expenses to DPC were based on revenue. However, the expenses reflected in the Predecessor interim unaudited combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if DPC had operated as a separate, standalone entity.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

The allocated leveraged functional service expenses and general corporate expenses included in cost of goods sold, selling, general, and administrative expenses and research and development expenses in the Predecessor interim unaudited combined statement of operations were as follows:

Allocated leveraged functional service expenses and general corporate expenses are recorded in the Predecessor combined statement of operations as follows:

Throughout the Predecessor periods covered by the Predecessor combined financial statements, DPC purchased materials (Titanium Dioxide and DuPont Sontara^® maintenance wipes) from DuPont and its non-DPC businesses.

Purchases include the following amounts:

There were no material sales to other DuPont businesses during the periods covered by the Predecessor interim unaudited combined financial statements.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

In connection with the Acquisition, we assumed certain guarantee obligations which directly guaranteed various debt obligations under agreements with third parties related to the following: equity affiliates, customers, suppliers and other affiliated companies.

At September 30, 2014 and December 31, 2013, we had directly guaranteed $2.2 million and $1.6 million of such obligations, respectively. These guarantees represent the maximum potential amount of future (undiscounted) payments that we could be required to make under the guarantees in the event of default by the guaranteed parties. No amounts were accrued at September 30, 2014 or December 31, 2013.

We assess the payment/performance risk by assigning default rates based on the duration of the guarantees. These default rates are assigned based on the external credit rating of the counterparty or through internal credit analysis and historical default history for counterparties that do not have published credit ratings. For counterparties without an external rating or available credit history, a cumulative average default rate is used.

We are subject to various pending lawsuits and other claims including civil, regulatory, and environmental matters. Certain of these lawsuits and other claims may impact us. These litigation matters may involve indemnification obligations by third parties and/or insurance coverage covering all or part of any potential damage awards against DuPont and/or us. All of the above matters are subject to many uncertainties and, accordingly, we cannot determine the ultimate outcome of the lawsuits at this time.

The potential effects, if any, of these matters on the consolidated financial statements of Axalta will be recorded in the period in which they are probable and estimable, and such effects could be material.

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

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Components of Net Periodic Benefit Cost

The following table sets forth the components of net periodic benefit cost for the Successor three and nine months ended September 30, 2014 and September 30, 2013 and the Predecessor period from January 1, 2013 through January 31, 2013:

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Significant Events

During the three and nine months ended September 30, 2014, we recorded a curtailment gain of $6.6 million within Selling, general and administrative expenses due to an amendment to one of our pension plans. In addition, amendments to our long-term employee benefit plans resulted in increases to Accumulated other comprehensive income of $5.7 million and $11.3 million, for the three and nine months ended September 30, 2014, respectively. These amounts will be recognized in earnings over the remaining future service periods of active participants.

During the three and nine months ended September 30, 2014, we recognized $2.3 million and $6.1 million, respectively, in stock-based compensation expense which was allocated to cost of goods sold, selling, general and administrative expenses, and research and development expenses. We recognized $2.9 million of stock-based compensation expense during both the Successor three and nine months ended September 30, 2013.

At September 30, 2014, there was $12.0 million of unrecognized compensation cost relating to outstanding unvested stock options. Compensation expense is recognized for the fair values of the stock options over the requisite service period of the awards using the graded-vesting attribution method.

There were no material issuances of stock options during the three and nine months ended September 30, 2014. At September 30, 2014, only stock options have been granted under the Equity Incentive Plan. For awards granted during the nine months ended September 30, 2014, the fair value of the Company’s common stock was estimated at $7.20 per share.

We estimated the per share fair value of our common stock using a contemporaneous valuation using income and market approaches. The income approach utilized the discounted cash flow (“DCF”) methodology based on our internal financial forecasts and projections. The market approach utilized the Guideline Public Company and Guideline Transactions methods. For the DCF methodology, we prepared annual projections of future cash flows through 2018. Beyond 2018, projected cash flows through the terminal year were projected at long-term sustainable growth rates consistent with long-term inflationary and industry expectations. Our projections of future cash flows were based on our estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated based on market participant assumptions.

For the Guideline Public Company and Guideline Transactions methods, we identified a group of comparable public companies and recent transactions within the chemicals industry. For the comparable companies, we estimated market multiples based on trading prices and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

For the comparable transactions, we estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were then applied to our trailing 12 months EBITDA. The results of the market approaches corroborated the fair value determined using the income approach.

DuPont maintained certain stock-based compensation plans for the benefit of certain of its officers, directors and employees, including, prior to the Acquisition, certain DPC employees. DPC recognized stock-based compensation within the interim unaudited combined statement of operations based upon fair values. The fair value of awards granted totaled $2.0 million for the Predecessor period from January 1, 2013 through January 31, 2013.

Total stock-based compensation expense included in the interim unaudited combined statement of operations was $0.1 million for the Predecessor period from January 1, 2013 through January 31, 2013.

We entered into a consulting agreement with Carlyle Investment Management L.L.C. (“Carlyle Investment”), an affiliate of Carlyle pursuant to which Carlyle Investment provides certain consulting services to Axalta. Under this agreement, subject to certain conditions, we are required to pay an annual consulting fee to Carlyle Investment of $3.0 million payable in equal quarterly installments and reimburse Carlyle Investment for out-pocket expenses incurred in providing the consulting services. This agreement will terminate upon completion of the IPO (see Note 23 “Subsequent Events”). During the Successor three and nine months ended September 30, 2014, we recorded expense of $0.8 million and $2.4 million, respectively, related to this consulting agreement. During the Successor three and nine months ended September 30, 2013, we recorded expense of and $0.9 million and $2.2 million, respectively, related to this consulting agreement. In addition, Carlyle Investment received a one-time fee of $35.0 million upon effectiveness of the Acquisition for services rendered in connection with the Acquisition and related acquisition financing. Of this amount, $21.0 million was recorded as merger and acquisition expenses in the Successor nine months ended September 30, 2013, and $14.0 million was recorded as a component of deferred financing costs, which is amortized to interest expense.

Service King Collision Repair, a portfolio company of funds affiliated with Carlyle, has purchased products from our distributors in the past and may continue to do so in the future. During the three months ended September 30, 2014,

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Carlyle sold their majority interest in Service King Collision Repair, thus making the entity no longer a related party. Related party sales prior to this transactions were $4.0 million for the nine months ended September 30, 2014. During the Successor nine months ended September 30, 2013 and the Predecessor period from January 1, 2013 through January 31, 2013 sales to Service King Collision Repair were immaterial.

A director of the Company is the Chairman and Chief Executive Officer of a global management consulting firm focused on the automotive and industrial sectors. In connection with due diligence activities and other advisory services related to the Acquisition, we incurred consulting fees and expenses from the consulting firm of $0.1 million, during the Successor nine months ended September 30, 2013, respectively. We also issued 352,143 stock options in exchange for these services at an aggregate fair value of $0.5 million.

Our net foreign exchange losses for the three and nine months ended September 30, 2014 consisted of translation losses primarily related to intercompany transactions denominated in currencies different from the functional currency of the relevant subsidiary partially offset by gains on our Euro borrowings and our Venezuela operations, as discussed below.

Our net foreign exchange losses for the three and nine months ended September 30, 2013 consisted of translation losses primarily related to intercompany transactions denominated in currencies different from the functional currency of the relevant subsidiary and the settlement of a foreign currency hedge contract partially offset by gains on our Euro borrowings.

Based on recent changes to the Venezuelan currency exchange rate mechanisms in 2014 and our participation in Venezuela’s Complementary System of Foreign Currency Administration (SICAD I) auction process during the nine months ended September 30, 2014, we changed the exchange rate we used to remeasure our Venezuelan subsidiary’s financial statements into U.S. dollars. The exchange rate was determined by such auction process, which was 10.0 to 1 as of June 2014 compared to the historical indexed rate of 6.3 to 1. In September 2014, we determined the exchange rate of 11.7 to 1 was appropriate given trends in the SICAD I auction process. Further, we also believe the equity of our Venezuelan subsidiary would be realized through a dividend utilizing the auction process through SICAD I. The devaluations of the exchange rates resulted in net gains of $6.8 million and $19.0 million for the three and nine months ended September 30, 2014 primarily due to our Venezuelan operations being in a net monetary liability position.

At September 30, 2014, our Venezuelan subsidiary was in a net monetary liability position of $40.5 million and had non-U.S. Dollar denominated net non-monetary assets of $150.5 million. At this time it is unclear based on the current governmental policies, when considered with the foreign exchange process and other circumstances in Venezuela, whether these events will have any financial impact on the operations of our Venezuelan subsidiary.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

During the nine months ended September 30, 2014, documentation was secured to support tax deductions related to pre-acquisition activities. As a result of these findings, we recorded a discrete tax benefit of $21.1 million for the Successor nine months ended September 30, 2014, which is primarily related to an adjustment for unrecognized tax benefits of $9.8 million and the reversal of interest and penalties of $7.1 million. Interest and penalties associated with unrecognized tax benefits are recognized as components of Provision (benefit) for income taxes. Additionally, we amended our income tax return related to this matter, resulting in additional tax benefits of $4.2 million. The total tax benefit of $21.1 million was partially offset by the reduction in indemnity assets of $12.5 million related to the pre-acquisition tax liabilities, which resulted in a reduction to Other (income) expense, net.

Basic earnings per common share excludes the dilutive impact of potentially dilutive securities and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share includes the effect of potential dilution from the exercise of outstanding stock options. Potentially dilutive securities have been excluded in the weighted average number of common shares used for the calculation of earnings per share in periods of net loss because the effect of such securities would be anti-dilutive. A reconciliation of the Company’s basic and diluted earnings per common share was as follows (in millions, except earnings per share):

The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the Successor three and nine months ended September 30, 2014 were 17.2 million and 13.4 million, respectively. The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the Successor three and nine months ended September 30, 2013 were 15.7 million and 15.7 million, respectively.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Basic and diluted weighted average shares outstanding have been adjusted to reflect the Company’s 100,000 for 1 stock split which occurred in July 2013 and the Company’s 1.69 for 1 stock split which occurred in October 2014.

Accounts and notes receivable are carried at amounts that approximate fair value. Accounts receivable—trade, net are net of allowances of $10.6 million and $6.5 million at September 30, 2014 and December 31, 2013, respectively. Bad debt expense, net of recoveries for the three and nine months ended September 30, 2014 was $1.6 million and $3.8 million, respectively, and $2.6 million and $3.3 million for the three and nine months ended September 30, 2013, respectively. For the Predecessor period from January 1, 2013 through January 31, 2013, bad debt expense was $0.2 million.

Inventories, including stores and supplies inventories, are valued at the lower of cost or market with cost being determined on the weighted average cost method. Stores and supplies inventories were $22.5 million and $21.2 million at September 30, 2014 and December 31, 2013, respectively.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Depreciation expense amounted to $44.0 million and $131.5 million for the Successor three and nine months ended September 30, 2014, respectively. Depreciation expense amounted to $41.3 million and $88.1 million for the three and nine months ended September 30, 2013, respectively. Depreciation expense amounted to $7.2 million for the Predecessor period from January 1, 2013 through January 31, 2013.

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Condensed Notes to Interim Condensed Consolidated (Successor) and Combined (Predecessor)

Financial Statements (Unaudited)

(Dollars in millions, unless otherwise noted)

Borrowings and capital lease obligations are summarized as follows: