8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 10, 2015

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-36733	98-1073028
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

(855) 547-1461

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 10, 2015, Axalta Coating Systems Ltd. (“Axalta”) issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2014. Copies of the press release and the earnings call presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

In the press release, the earnings call presentation and the conference call to discuss its financial results for fourth quarter and year ended December 31, 2014, scheduled to be webcast at 8:00 A.M. on March 11, 2015, Axalta presents, and will present, certain non-GAAP financial measures. Axalta management believes that presenting these non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors’ ability to analyze financial and business trends. In addition, Axalta management believes that these non-GAAP financial measures allow investors to compare period to period more easily by excluding items that could have a disproportionately negative or positive impact on results in any particular period. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. As calculated, our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 10, 2015
99.2	Fourth Quarter and Year Ended December 31, 2014 Earnings Call Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXALTA COATING SYSTEMS LTD.
Date: March 11, 2015	By:	/s/ Robert W. Bryant
		Robert W. Bryant
		Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 10, 2015
99.2	Fourth Quarter and Year Ended December 31, 2014 Earnings Call Presentation

EX-99.1

Exhibit 99.1

Axalta Coating Systems 2001 Market Street Suite 3600 Philadelphia, PA 19103 USA Contact Christopher Mecray D +1 215 255 7970 Christopher.Mecray@axaltacs.com

For Immediate Release

Axalta Releases Fourth Quarter and Full Year 2014 Results

PHILADELPHIA, PA, March 10, 2015 – Axalta Coating Systems Ltd. (NYSE:AXTA) (“Axalta”), a leading global coatings company, announced its financial results for the fourth quarter and full year ended December 31, 2014.

Key Fourth Quarter 2014 Highlights:

• Net sales of $1.1 billion, an increase of 5.1% excluding negative foreign currency impacts compared to the fourth quarter of 2013

• Adjusted EBITDA of $205 million, an increase of 3.7% over prior year

• Net Debt to Adjusted EBITDA of 4.0x as of December 31, 2014, a reduction of 0.7x versus prior year

• Successfully completed IPO in November 2014

Key Full Year 2014 Highlights:

• Net sales of $4.4 billion, an increase of 4.0% excluding negative foreign currency impacts compared to prior year Pro Forma results

• Adjusted EBITDA of $841 million, an increase of 14.0% over prior year Pro Forma results

• Completed with transition-related activities and associated costs from DuPont

“We are pleased with the results that we achieved in the fourth quarter and for the full year. While we experienced significant currency headwinds in the fourth quarter, net sales increased as a result of growth in volume and price. We continue to focus on optimizing our business and are excited about the progress that we have made with our European cost-initiative and our global commercial and productivity initiative called The Axalta Way that we launched this year,” said Charles Shaver, Axalta’s Chairman and Chief Executive Officer. “As we look forward in 2015, we anticipate favorable underlying demand trends across our key end-markets, which combined with our optimization efforts, should drive Adjusted EBITDA growth despite substantial currency headwinds.”

Fourth Quarter Consolidated Financial Results

Net sales were $1.1 billion for the fourth quarter of 2014, an increase of 5.1%, excluding negative foreign currency impacts, or a decrease of 1.3% on an as-reported basis, compared to the fourth quarter of 2013. Net sales growth was primarily driven by volume increases, which contributed 3.1% in net sales growth, driven by increases in North America, Latin America, and Asia Pacific and slightly lower volumes in EMEA. Higher average selling prices contributed 2.0% in net sales growth with moderate price increases in select regions. Growth from volume and pricing was more than offset by unfavorable currency translation, primarily due to the Euro and currencies in Latin America, which reduced net sales growth by 6.4%.

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Adjusted EBITDA was $205 million for the fourth quarter of 2014, an increase of 3.7% compared to the fourth quarter of 2013. Adjusted EBITDA growth was driven by higher volumes and favorable pricing. As a percentage of net sales, Adjusted EBITDA expanded by 90 basis points to 19.0%.

Performance Coatings Results

The Performance Coatings segment generated net sales of $640.4 million during the fourth quarter of 2014, an increase of 6.3%, excluding negative foreign currency impacts, or a decrease of 0.8% on an as-reported basis, compared to the fourth quarter of 2013. Increased volumes contributed 4.8% in net sales growth and higher average selling prices contributed 1.5% in net sales growth. These factors were more than offset by unfavorable currency translation, which reduced net sales by 7.1%. Net sales from our refinish and industrial end-markets contracted by 0.1% and 2.4% on an as-reported basis, respectively, and grew by 7.6% and 2.9% on a constant currency basis, respectively, compared to the fourth quarter of 2013.

Performance Coatings generated Adjusted EBITDA of $137.9 million, a decrease of 1.5% compared to the fourth quarter of 2013. Performance Coatings Adjusted EBITDA was driven by higher net sales, offset by higher operating expenses from investments in growth initiatives. As a result, Performance Coatings Adjusted EBITDA margin of 21.5% contracted 20 basis points compared to the fourth quarter of 2013.

Transportation Coatings Results

The Transportation Coatings segment generated net sales of $438.4 million in the fourth quarter of 2014, an increase of 3.2%, excluding negative foreign currency impacts, or a decrease of 2.1% on an as-reported basis, compared to the fourth quarter of 2013. Higher average selling prices contributed 2.6% in net sales growth and increased volumes contributed 0.6% in net sales growth. Similar to our other segment, these positive factors were more than offset by unfavorable currency translation, which reduced net sales by 5.3% compared to the prior year. Net sales from our light vehicle end-market contracted by 3.9% on an as-reported basis and grew by 1.4% on a constant currency basis, compared to the fourth quarter of 2013. Our commercial vehicle end-market generated net sales growth of 4.8% on an as-reported basis and 10.2% on a constant currency basis, compared to the prior year. Light vehicle production increases in Asia Pacific were offset by lower volume in Latin America due to economic challenges and in North America due to planned customer plant outages. Strong commercial truck volumes were realized across North America, Latin America and Asia Pacific.

Transportation Coatings generated Adjusted EBITDA of $66.8 million, an increase of 16.4% compared to the fourth quarter of 2013. Transportation Coatings Adjusted EBITDA growth was driven by price increases and cost efficiencies from our operational improvement initiatives. Transportation Coatings generated an Adjusted EBITDA margin of 15.2%, which represented an expansion of approximately 240 basis points compared to the fourth quarter of 2013.

Balance Sheet and Cash Flow Highlights

We ended the quarter with cash and cash equivalents of $382.1 million. Our debt, net of cash was $3,333 million as of December 31, 2014 which resulted in a full year Net Debt to Adjusted EBITDA ratio of 4.0x.

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Full year and fourth quarter cash flow for 2014 was strong despite significant transition and one-time expenses as well as capital expenditures associated with our information technology transitions from DuPont and completion of our global office relocations.

“We ended 2014 with the financial flexibility to continue to execute on our growth initiatives,” said Robert Bryant, Axalta’s Executive Vice President and Chief Financial Officer. “Additionally, we have reduced our net leverage ratio in every quarter since becoming an independent company in early 2013 and anticipate further progress in the coming years.”

2015 Outlook

We are providing the following outlook for the full year 2015.

• Net sales growth of 5-7% in constant currency and flat to slightly down including the impact of currency

• Adjusted EBITDA of $860-$900 million, representing margins of approximately 20%

Additionally, we anticipate a normalized effective tax rate of 27-29%, capital expenditures of approximately $150 million, and net working capital of 13-15% of net sales excluding cost reduction initiatives and transition-related items which were previously expensed.

Conference Call Information

As previously announced, Axalta will hold a conference call to discuss its fourth quarter and full year 2014 financial results on Wednesday March 11th, at 8:00 a.m. EDT. The U.S. dial-in phone number for the conference call is (877) 407-0784 and the international dial-in number is +1 (201) 689-8560. A live webcast of the conference call will also be available online at http://ir.axaltacs.com. For those unable to participate in the conference call, a replay will be available through March 25, 2015. The U.S. replay dial-in phone number is (877) 870-5176 and the international replay dial-in number is +1 (858) 384-5517. The replay passcode is 13602640.

Cautionary Statement Concerning Forward-Looking Statements

This release may contain certain forward-looking statements regarding Axalta and its subsidiaries including those relating to 2015 demand trends, net sales growth, Adjusted EBITDA, effective tax rate, capital expenditures and net working capital. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Axalta’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. Axalta undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

The historical financial information included in this presentation includes financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including EBITDA and Adjusted EBITDA. Additionally, management utilizes Unaudited Pro Forma results when referring to full year 2013 results within this presentation. Management uses these non-GAAP financial measures in the analysis of our financial and operating performance because they assist in the evaluation of underlying trends in our business. Our use of the terms EBITDA and Adjusted EBITDA may differ from that of others in our industry. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should be considered in conjunction with, and not as substitutes for, our results as reported under GAAP. This presentation includes a reconciliation of certain non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP.

About Axalta Coating Systems

Axalta is a leading global company focused solely on coatings and providing customers with innovative, colorful, beautiful and sustainable solutions. From light OEM vehicles, commercial vehicles and refinish applications to electric motors, buildings and pipelines, our coatings are designed to prevent corrosion, increase productivity and enable the materials we coat to last longer. With more than 145 years of experience in the coatings industry, the 12,000 people of Axalta continue to find ways to serve our more than 120,000 customers in 130 countries better every day with the finest coatings, application systems and technology. For more information visit axaltacoatingsystems.com and follow us @axalta on Twitter.

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Financial Statements Tables

AXALTA COATING SYSTEMS LTD.

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

Statements of Operations (Unaudited)

(In millions, except per share data)

	Successor											Predecessor
	Three Months Ended December 31,						Year Ended December 31,					Period from January 1 2013 through January 31,
	2014			2013			2014		2013			2013
Net sales	$	1,078.8		$	1,092.9		$	4,361.7	$	3,951.1		$	326.2
Other revenue		8.2			13.8			29.8		35.7			1.1
Total revenue		1,087.0			1,106.7			4,391.5		3,986.8			327.3
Cost of goods sold		723.1			706.1			2,897.2		2,772.8			232.2
Selling, general and administrative expenses		244.8			366.9			991.5		1,040.6			70.8
Research and development expenses		12.7			9.5			49.5		40.5			3.7
Amortization of acquired intangibles		20.5			20.9			83.8		79.9			—
Merger and acquisition related expenses		—			—			—		28.1			—
Income from operations		85.9			3.3			369.5		24.9			20.6
Interest expense, net		51.2			61.9			217.7		215.1			—
Bridge financing commitment fees		—			—			—		25.0			—
Other (income) expense, net		49.9			(1.2	)		115.0		48.5			5.0
Income (loss) before income taxes		(15.2	)		(57.4	)		36.8		(263.7	)		15.6
Provision (benefit) for income taxes		(16.1	)		(10.4	)		2.1		(44.8	)		7.1
Net income (loss)		0.9			(47.0	)		34.7		(218.9	)		8.5
Less: Net income attributable to noncontrolling interests		3.1			2.3			7.3		6.0			0.6
Net income (loss) attributable to controlling interests	$	(2.2	)	$	(49.3	)	$	27.4	$	(224.9	)	$	7.9
Basic net income (loss) per share	$	(0.01	)	$	(0.22	)	$	0.12	$	(0.97	)
Diluted net income (loss) per share	$	(0.01	)	$	(0.22	)	$	0.12	$	(0.97	)
Basic weighted average shares outstanding		229.8			228.6			229.3		228.3
Diluted weighted average shares outstanding		234.7			228.6			230.3		228.3

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AXALTA COATING SYSTEMS LTD.

Consolidated Balance Sheets (Unaudited)

(In millions, except per share data)

	Successor
	December 31,
	2014			2013
Assets
Current assets:
Cash and cash equivalents	$	382.1		$	459.3
Restricted cash		4.7			—
Accounts and notes receivable, net		820.4			865.9
Inventories		538.3			550.2
Prepaid expenses and other		62.9			50.2
Deferred income taxes		64.5			30.0
Total current assets		1,872.9			1,955.6
Property, plant and equipment, net		1,514.1			1,622.6
Goodwill		1,001.1			1,113.6
Identifiable intangibles, net		1,300.0			1,439.6
Deferred financing costs, net		91.0			110.6
Other assets		473.7			495.1
Total assets	$	6,252.8		$	6,737.1
Liabilities, Shareholders’ Equity
Current liabilities:
Accounts payable	$	494.5		$	478.5
Current portion of borrowings		40.1			46.7
Deferred income taxes		7.3			5.5
Other accrued liabilities		404.8			472.7
Total current liabilities		946.7			1,003.4
Long-term borrowings		3,656.3			3,874.2
Accrued pensions and other long-term employee benefits		306.4			313.2
Deferred income taxes		208.2			280.4
Other liabilities		23.2			54.1
Total liabilities	$	5,140.8		$	5,525.3
Shareholders’ equity
Common shares, $1.00 par, 1,000.0 shares authorized, 229.8 shares issued and outstanding at December 31, 2014; 1,000.0 shares authorized, 229.1 shares issued and outstanding at December 31, 2013		229.8			229.1
Capital in excess of par		1,144.7			1,133.7
Accumulated deficit		(226.5	)		(253.9	)
Accumulated other comprehensive income (loss)		(103.3	)		34.0
Total Axalta shareholders’ equity		1,044.7			1,142.9
Noncontrolling interests		67.3			68.9
Total shareholders’ equity		1,112.0			1,211.8
Total liabilities and shareholders’ equity	$	6,252.8		$	6,737.1

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AXALTA COATING SYSTEMS LTD.

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

Statements of Cash Flows (Unaudited)

(In millions)

	Successor						Predecessor
	Year Ended December 31,						Period from January 1, 2013 through January 31,
	2014			2013			2013
Operating activities:
Net income (loss)	$	34.7		$	(218.9	)	$	8.5
Adjustment to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization		308.7			300.7			9.9
Amortization of deferred financing costs and original issue discount		21.0			18.4			—
Loss on extinguishment and modification of debt		6.1			—			—
Fair value step up of acquired inventory sold		—			103.7			—
Bridge financing commitment fees		—			25.0			—
Deferred income taxes		(38.2	)		(120.8	)		9.1
Realized and unrealized foreign exchange losses, net		75.1			48.9			4.5
Stock-based compensation		8.0			7.4			—
Other non-cash, net		(25.3	)		13.2			(3.9	)
Decrease (increase) in operating assets and liabilities:
Trade accounts and notes receivable		(40.2	)		(6.4	)		25.8
Inventories		(24.7	)		33.9			(19.3	)
Prepaid expenses and other assets		(54.1	)		(90.9	)		3.1
Accounts Payable		53.6			67.1			(29.9	)
Other accrued liabilities		(54.8	)		193.1			(43.8	)
Other liabilities		(18.5	)		2.4			(1.7	)
Cash provided by (used for) operating activities		251.4			376.8			(37.7	)
Investing activities:
Acquisition of DuPont Performance Coatings (net of cash acquired)		—			(4,827.6	)		—
Purchase of property, plant and equipment		(188.4	)		(107.3	)		(2.4	)
Investment in real estate property		—			(54.5	)		—
Purchase of interest rate cap		—			(3.1	)		—
Settlement of foreign currency contract		—			(19.4	)		—
Restricted cash		(4.7	)		—			—
Purchase of intangibles		(0.2	)		—			(6.3	)
Purchase of investment in affiliate		(6.5	)		—			(1.2	)
Proceeds from sale of assets		21.3			0.7			1.6
Cash used for investing activities		(178.5	)		(5,011.2	)		(8.3	)
Financing activities:
Proceeds from long-term borrowings		0.7			3,906.7			—
Proceeds from short-term borrowings		30.7			38.8			—
Payments on short-term borrowings		(33.8	)		(25.3	)		—
Payments on long-term debt		(121.1	)		(21.3	)		—
Payments of deferred financing costs		—			(126.0	)		—
Bridge financing commitment fees		—			(25.0	)		—
Dividends paid to noncontrolling interests		(2.2	)		(5.2	)		—
Debt modification fees		(3.0	)		—			—
Equity contribution		2.5			1,355.4			—
Cash received from exercises of stock options		3.0			—			—
Net transfer (to) from DuPont		—			—			43.0
Cash provided by (used for) financing activities		(123.2	)		5,098.1			43.0
Increase (decrease) in cash and cash equivalents		(50.3	)		463.7			(3.0	)
Effect of exchange rate changes on cash		(26.9	)		(4.4	)		—
Cash and cash equivalents at beginning of period		459.3			—			28.7
Cash and cash equivalents at end of period	$	382.1		$	459.3		$	25.7

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Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, we use the following additional non-GAAP financial measures to clarify and enhance an understanding of past performance: EBITDA and Adjusted EBITDA. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as the primary measure of segment performance.

EBITDA consists of net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, nonrecurring or other items that are included in net income and EBITDA that we do not consider indicative of our ongoing operating performance and (iii) certain unusual or nonrecurring items impacting results in a particular period. We believe that making such adjustments provides investors meaningful information to understand our operating results and ability to analyze financial and business trends on a period-to-period basis.

We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms EBITDA and Adjusted EBITDA may vary from that of others in our industry. These financial measures should not be considered as alternatives to operating income (loss), net income (loss), earnings per share or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance.

EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

• EBITDA and Adjusted EBITDA:

• do not reflect the significant interest expense on our debt, including the Senior Secured Credit Facilities and the Senior Notes;

• eliminate the impact of income taxes on our results of operations;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any expenditures for such replacements; and

• other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by using EBITDA and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. Such U.S. GAAP measurements include operating income (loss), net income (loss), earnings per share and other performance measures.

In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

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The following table reconciles the EBITDA and Adjusted EBITDA calculations discussed above to net income (loss) for the periods presented:

	Successor												Predecessor		Pro Forma
(Unaudited)	Three Months Ended December 31,						Year Ended December 31,						Period from January 1 through January 31,		Year Ended December 31,
(In millions)	2014			2013			2014			2013			2013		2013
Net income (loss)	$	0.9		$	(47.0	)	$	34.7		$	(218.9	)	$	8.5	$	(106.8	)
Interest expense, net		51.2			61.9			217.7			215.1			—		234.8
Provision (benefit) for income taxes		(16.1	)		(10.4	)		2.1			(44.8	)		7.1		(1.3	)
Depreciation and amortization		79.6			72.7			308.7			300.7			9.9		327.3
EBITDA(1)		115.6			77.2			563.2			252.1			25.5		454.0
Inventory step up (a)		—			—			—			103.7			—		—
Merger and acquisition related costs (b)		—			—			—			28.1			—		—
Financing costs and extinguishment (c)		—			—			6.1			25.0			—		—
Foreign exchange remeasurement losses (d)		36.1			(1.0	)		81.2			48.9			4.5		34.0
Long-term employee benefit plan adjustments (e)		(0.4	)		4.7			(0.6	)		9.5			2.3		11.8
Termination benefits and other employee related costs (f)		9.3			82.7			18.4			147.5			0.3		147.8
Consulting and advisory fees (g)		6.8			21.5			36.3			54.7			—		54.7
Transition-related costs (h)		17.6			13.1			101.8			29.3			—		29.3
IPO-related costs (i)		22.3			—			22.3			—			—		—
Other adjustments (j)		(2.8	)		(0.6	)		10.8			2.3			0.1		2.4
Dividends in respect of noncontrolling interest (k)		(0.6	)		(1.1	)		(2.2	)		(5.2	)		—		(5.2	)
Management fee expense (l)		0.8			0.9			3.2			3.1			—		3.1
Allocated corporate and standalone costs (m)		—			—			—			—			—		5.7
Adjusted EBITDA	$	204.7		$	197.4		$	840.5		$	699.0		$	32.7	$	737.6

(1) The Pro Forma results for the year ended December 31, 2013 represent the addition of the Predecessor period January 1 through January 31, 2013 and the Successor year ended December 31, 2013. The Pro Forma results reflect the Acquisition and the associated Financing as if they had occurred on January 1, 2013, in accordance with Article 11 of Regulation S-X. The Pro Forma results do not reflect the actual results we would have achieved had the Acquisition been completed as of January 1, 2013 and are not indicative of our future results of operations.

a) During the Successor year ended December 31, 2013, we recorded a non-cash fair value adjustment associated with our acquisition accounting for inventories. These amounts increased cost of goods sold by $103.7 million.

b) In connection with the Acquisition, we incurred $28.1 million of merger and acquisition costs during the Successor year ended December 31, 2013. These costs consisted primarily of investment banking, legal and other professional advisory services costs.

c) On August 30, 2012, we signed a debt commitment letter, which included the Bridge Facility. Upon the issuance of the Senior Notes and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees related to the Bridge Facility of $21.0 million and associated fees of $4.0 million were expensed upon the payment and termination of the Bridge Facility. In connection with the amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3.1 million of costs during the Successor year ended December 31, 2014. In addition to the credit

8

facility amendment, we also incurred a $3.0 million loss on extinguishment of debt recognized during the Successor year ended December 31, 2014, which resulted directly from the pro-rata write off of unamortized deferred financing costs and original issue discounts associated with the pay-down of $100.0 million of principal on the New Dollar Term Loan.

d) Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, including a $19.4 million loss related to the acquisition date settlement of a foreign currency contract used to hedge the variability of Euro-based financing.

e) For the Successor years ended December 31, 2014 and 2013, eliminates the non-service cost components of employee benefit costs. Additionally, we deducted a pension curtailment gain of $7.3 million recorded during the Successor year ended December 31, 2014. For the Predecessor period January 1, 2013 through January 31, 2013, eliminates (1) all U.S. pension and other long-term employee benefit costs that were not assumed as part of the Acquisition and (2) the non-service cost component of the pension and other long-term employee benefit costs for the foreign pension plans that were assumed as part of the Acquisition.

f) Represents expenses primarily related to employee termination benefits, including our initiative to improve the overall cost structure within the European region, and other employee-related costs. Termination benefits include the costs associated with our headcount initiatives for establishment of new roles and elimination of old roles and other costs associated with cost saving opportunities that were related to our transition to a standalone entity.

g) Represents fees paid to consultants, advisors, and other third-party professional organizations for professional services rendered in conjunction with the transition from DuPont to a standalone entity.

h) Represents charges associated with the transition from DuPont to a standalone entity, including branding and marketing, information technology related costs, and facility transition costs.

i) Represents costs associated with the IPO including a $13.4 million payment to terminate consulting agreement (see note l).

j) Represents costs for certain unusual or non-operational (gains) and losses and the non-cash impact of natural gas and currency hedge losses allocated to DPC by DuPont, stock-based compensation, asset impairments, equity investee dividends, indemnity (income) losses associated with the Acquisition, gains resulting from amendments to long-term benefit plans and loss (gain) on sale and disposal of property, plant and equipment.

k) Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned.

l) Pursuant to Axalta’s management agreement with Carlyle Investment Management, L.L.C., an affiliate of Carlyle, for management and financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee of $3.0 million and out-of-pocket expenses. This agreement was terminated upon completion of the IPO.

m) Represents (1) the add-back of corporate allocations from DuPont to DPC for the usage of DuPont’s facilities, functions and services; costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont; a portion of DuPont’s general corporate expenses; and certain pension and other long-term employee benefit costs, in each case because we believe these costs are not indicative of costs we would have incurred as a standalone company net, of (2) estimated standalone costs based on a corporate function resource analysis that included a standalone executive office, the costs associated with supporting a standalone information technology infrastructure, corporate functions such as legal, finance, treasury, procurement and human resources and certain costs related to facilities management. This resource analysis included anticipated headcount and the associated overhead costs of running these functions effectively as a standalone company of our size and complexity. This estimate is provided for additional information and analysis only, as we believe that it facilitates enhanced comparability between Predecessor and Successor periods. It represents the difference between the costs that were allocated to our predecessor by its parent and the costs that we believe would be incurred if it operated as a standalone entity. This estimate is not intended to represent a pro forma adjustment presented within the guidance of Article 11 of Regulation S-X. Although we believe this estimate is reasonable, actual results may have differed from this estimate, and any difference may be material.

	Predecessor Period from January 1, 2013 through January 31, 2013
Allocated corporate costs	$25.4
Standalone costs	(19.7)
Total	5.7

9

EX-99.2

March 11, 2015

Axalta Coating Systems Ltd.

Q4 & Full Year 2014 Conference Call

Exhibit 99.2

Axalta Coating Systems

Ltd.

Notice Regarding Forward Looking Statements,

Non-GAAP Financial Measures and Defined Terms

2

Forward-Looking Statements

This presentation and the oral remarks made in connection herewith may contain “forward-looking statements” within the meaning of the U.S.

Private Securities Litigation Reform Act of 1995, including those relating to 2015 net sales, Adjusted EBITDA, tax rate, capital expenditures and

net working capital. Any forward-looking statements involve risks, uncertainties and assumptions. These statements often include words such as

“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “project,” “forecast,” “seek,” “will,” “may,” “should,” “could,” “would,” or similar

expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry and our

perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the

circumstances as of the date hereof. Although we believe that the assumptions and analysis underlying these statements are reasonable as of

the date hereof, investors are cautioned not to place undue reliance on these statements. We do not have any obligation to and do not intend to

update any forward-looking statements included herein, which speak only as of the date hereof. You should understand that these statements are

not guarantees of future performance or results.  Actual results could differ materially from those described in any forward-looking statements

contained herein or the oral remarks made in connection herewith as a result of a variety of factors, including known and unknown risks and

uncertainties, many of which are beyond our control. 

Non-GAAP Financial Measures

The historical financial information included in this presentation includes financial information that is not presented in accordance with generally

accepted accounting principles in the United States (“GAAP”), including EBITDA and Adjusted EBITDA. Management uses these non-GAAP

financial measures in the analysis of our financial and operating performance because they assist in the evaluation of underlying trends in our

business.  Our use of the terms EBITDA and Adjusted EBITDA may differ from that of others in our industry. EBITDA and Adjusted EBITDA

should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with

GAAP as measures of operating performance or operating cash flows or as measures of liquidity. EBITDA and Adjusted EBITDA have important

limitations as analytical tools and should be considered in conjunction with, and not as substitutes for, our results as reported under GAAP. This

presentation includes a reconciliation of certain non-GAAP financial measures with the most directly comparable financial measures calculated in

accordance with GAAP.

Defined Terms

All capitalized terms contained within this presentation have been previously defined in our filings with the United States Securities and Exchange

Commission.

Axalta Coating Systems

Ltd.

3

Axalta –

A Leader in Coatings

Segments

Performance

Coatings

59% of Sales

Transportation Coatings

41% of Sales

End-

Markets

Focus

Areas

Body Shops

Electrical

Insulation,

Architectural,

Oil and Gas,

General

Industrial

Net

Sales

1

$4,362 million

Adjusted

EBITDA

1,2

$841 million

Adjusted

EBITDA

Margin

3

19.3%

Light Vehicle /

Automotive

OEMs

Heavy Duty

Truck, Bus,

Rail,

Agriculture &

Construction

OEMs

(42% of Sales)

(17% of Sales)

(32% of Sales)

(9% of Sales)

Refinish

Industrial

Light

Vehicle

Commercial

Vehicle

____________________________

1.

Financials for FY 2014.

2.

Adjusted EBITDA reconciliation can be found in the Appendix of this presentation.

3.

Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of reported net sales.

Axalta Coating Systems

Ltd.

Q4 & Full Year 2014 Highlights

4

•

Solid Q4 2014 results across both segments

–

Net sales up 5% compared to 2013, excluding currency, with volume and price growth in both

segments; reported net sales down 1% as a result of negative currency movements

–

Adjusted EBITDA of $205 million, representing a 19.0% margin, was up 4% compared to 2013 and

was Axalta’s seventh straight quarter of YoY growth

•

Strong Performance in 2014

–

Net

sales

up

4%

YoY,

excluding

2%

of

negative

currency;

reported

net

sales

up

2%

–

Adjusted EBITDA up 14.0% YoY with increases in both segments; EBITDA margin of 19.3%,

represents YoY increase of 210bps

–

Completed all remaining transitions from DuPont

–

Successfully completed IPO in November 2014

–

Strong

balance

sheet

with

net

leverage

ratio

of

4.0x

at

December

31,

2014

•

Significant progress on previously announced capital expansions

–

Jiading

expansion

fully

operational

with

opening

ceremonies

last

week

–

Germany

project

expected

to

be

operational

in

1H

2015

and

Mexico

at

the

end

of

2015

•

Continued momentum into 2015 despite currency headwinds and challenging

economic environment in Latin America

Axalta Coating Systems

Ltd.

Q4 2014 Consolidated Results

5

Financial Performance

Net sales increased 5.1% YoY,

excluding currency

•

Volume growth in North America, Latin

America and Asia Pacific while EMEA 

volumes were slightly down

•

Moderate price increases in select regions

•

Over 6% unfavorable currency impact, driven

primarily by Euro and currencies in Latin

America

Adjusted EBITDA margin of 19.0%,

representing an increase of 90bps YoY

•

Higher sales through volume and price

delivered Adjusted EBITDA growth

•

Since the acquisition, Adjusted EBITDA has

achieved seven consecutive quarters of YoY

growth

Commentary

$1,079

Volume

Q4 2013

FX

Price

Q4 2014

Net Sales Variance

+3.1%

+2.0%

-6.4%

-1.3%

($ in millions)

2014

2013

Incl. F/X

Excl. F/X

Performance

640

645

(0.8%)

6.3%

Transportation

438

448

(2.1%)

3.2%

Net Sales

1,079

1,093

(1.3%)

5.1%

Adjusted EBITDA

205

197

3.7%

% margin

19.0%

18.1%

Q4

% Change

$1,093

Axalta Coating Systems

Ltd.

Q4 2014 Performance Coatings Results

6

Financial Performance

•

Refinish experienced increased volume

across all regions except for EMEA

•

Industrial volumes increased across all

regions

•

7% unfavorable currency impact

•

Increased volume and price offset by

increased costs from investing in future

growth

Commentary

Q4 2013

Q4 2014

Price

FX

Volume

Net Sales Variance

+4.8%

+1.5%

-7.1%

-0.7%

($ in millions)

2014

2013

Incl. F/X

Excl. F/X

Refinish

466

467

(0.1%)

7.6%

Industrial

174

178

(2.4%)

2.9%

Net Sales

640

645

(0.8%)

6.3%

Adjusted EBITDA

138

140

(1.5%)

% margin

21.5%

21.7%

Q4

% Change

Adjusted EBITDA margin of 21.5%,

down slightly YoY

Net sales increased 6.3% YoY,

excluding currency

$640

$645

Axalta Coating Systems

Ltd.

Q4 2014 Transportation Coatings Results

7

Financial Performance

Commentary

Net sales increased 3.2% YoY,

excluding currency

$438

$448

FX

Q4 2014

Q4 2013

Volume

Price

Net Sales Variance

+0.6%

+2.6%

-5.3%

-2.1%

($ in millions)

2014

2013

Incl. F/X

Excl. F/X

Light Vehicle

339

353

(3.9%)

1.4%

Commercial Vehicle

99

95

4.8%

10.2%

Net Sales

438

448

(2.1%)

3.2%

Adjusted EBITDA

67

57

16.4%

% margin

15.2%

12.8%

Q4

% Change

Light vehicle volume increases in Asia Pacific

offset by lower volume in Latin America from

challenging economic conditions and North

America due to downtime at certain customer

plants

Commercial Vehicle net sales showed strong

growth in North America, Latin America and

Asia Pacific

5% unfavorable currency impact

Increase in Adjusted EBITDA attributable to

higher price points on new launches and cost

saving operational improvement initiatives

Adjusted EBITDA margin of 15.2%,

representing an increase of 240bps YoY

Axalta Coating Systems

Ltd.

($ in millions)

2014

2013

Incl. F/X

Excl. F/X

Performance

2,585

2,512

2.9%

5.0%

Transportation

1,777

1,765

0.6%

2.5%

Net Sales

4,362

4,277

2.0%

4.0%

Adjusted EBITDA

841

738

14.0%

% margin

19.3%

17.2%

Full Year

% Change

FY 2014 Consolidated Results

8

Financial Performance

Net sales increased 4.0% YoY, excluding

currency

•

Net sales volume growth in North America and

Asia Pacific partially offset by decreased

volume in EMEA and Latin America due to

challenging economic conditions

•

All regions exhibited price increases, which

included actions in Latin America to offset

inflation and currency devaluation

•

2% unfavorable currency impact

Adjusted EBITDA margin of 19.3%,

representing an increase of 210bps YoY

•

Adjusted EBITDA growth primarily a result of

top line growth and cost improvement initiatives

•

Continued Adjusted EBITDA margin

improvement

Commentary

Net Sales Variance

FX

Volume

Price

2013

2014

+1.2%

+2.8%

-2.0%

+2.0%

(1)

(1) Pro Forma 2013, including $5.7 million cost savings benefit in the Predecessor Period.

$4,362

$4,277

Axalta Coating Systems

Ltd.

Update on Transition-Related and One-Time Costs

•

Transition-related expenses from separation from DuPont are now complete.  Q4

expenses

primarily

related

to

the

remainder

of

our

IT

transition

and

stabilization

as

well

as completion of rebranding requirements

•

Incurred restructuring expenses associated with (1) our previously announced

productivity initiatives and (2) new actions in Latin America during Q4 in response to a

challenging economic environment

•

Incurred incremental one-time costs associated with the IPO (including termination of

sponsor management fee)

9

Impact on Statement of Operations

($ in millions)

Q1 2014

Q2 2014

Q3 2014

Q4 2014

FY 2014

Termination benefits and other

employee-related costs

$3

$3

$3

$9

$18

Consulting and advisory fees

13

8

9

7

36

Transition-related costs

14

34

34

21

102

IPO-related expenses

-

-

3

19

22

Total Expense

$30

$44

$49

$56

$179

Axalta Coating Systems

Ltd.

Debt and Liquidity Summary

10

Net Leverage

Capitalization

($ in millions)

@ 12/31/2014

Maturity

Cash and Cash Equivalents

$382

Debt:

Revolver ($400 capacity)

-

2018

First Lien Term Loan (USD)

2,166

2020

First Lien Term Loan (EUR)

(1)

481

2020

Senior Secured Notes (EUR)

(1)

305

2021

Total Senior Secured Debt

$2,952

Senior Unsecured Notes (USD)

750

2021

Notes Payable and Other Borrowings

13

Total Debt

$3,715

Total Net Debt

$3,333

Adjusted EBITDA

$841

Credit Statistics:

Total Net Leverage

4.0x

(1) Assumes exchange rate of $1.2208 USD/Euro.

Note:  Excludes unamortized original issue discount.

5.6x

5.2x

5.0x

4.7x

4.7x

4.5x

4.2x

4.0x

At LBO

Q2 '13

Q3 '13

Q4 '13

Q1 '14

Q2 '14

Q3 '14

Q4 '14

Axalta Coating Systems

Ltd.

Full Year 2015 Guidance

11

•

We intend to provide annual guidance in Q1 and update it quarterly

•

Excluding F/X, net sales are expected to increase 5% to 7% versus 2014 while net sales including F/X

are expected to be flat to slightly down YoY

–

Increase across all regions and end-markets excluding F/X

–

Performance Coatings: Driven by increased volumes as well as selective price increases

–

Transportation Coatings:  Driven primarily by the launch of Light Vehicle business previously won and strong

momentum in our Commercial Vehicle end-market

–

F/X represents a significant headwind, particularly in Q1 2015 as the US Dollar strengthened throughout 2014 into

2015

•

We expect to generate Adjusted EBITDA of $860 million to $900 million

–

Driven by increased sales and continued savings from our optimization initiatives

–

Continued strong Adjusted EBITDA margins of approximately 20%

–

Expect

2H

of

2015

to

be

stronger

in

light

of

new

capacity

coming

online

•

Normalized effective tax rate of 27% to 29%

•

Capital expenditures of approximately $150 million, of which ~60% is anticipated for growth projects

•

Net working capital, excluding transition-related items which were expensed previously, is expected to

be in the range of 13% to 15% of net sales

Axalta Coating Systems

Ltd.

Full Year 2015 Assumptions

12

Currency

% Axalta

Net Sales

2014

Avg. Rate

2015 Avg.

Guidance

Rate

% Change

in F/X Rate

US$ per Euro

~30%

1.33

1.10

(17.3%)

Chinese Yuan

per US$

~11%

6.17

6.25

(1.3%)

Mexican Peso

per US$

~6%

13.33

15.00

(12.5%)

Brazilian Real

per US$

~5%

2.36

2.90

(22.9%)

Venezuelan

Bolivar per US$

~3%

8.91

25.00

(180.6%)

Russian Ruble

per US$

~2%

38.48

65.00

(68.9%)

•

Global GDP growth of approximately 3%

•

Global industrial production of

approximately 4%

•

Global auto build growth of approximately

3%

•

Modest benefit from lower oil prices given

extended supply chain and category

specific supply and demand dynamics

Currency Assumptions

Macroeconomic Assumptions

Axalta Coating Systems

Ltd.

Strong Earnings Momentum with Potential Upside

13

Underlying Market Growth

Axalta Growth Initiatives

Operational Improvements

Attractive Potential Upside

Strong underlying demand growth

Robust industry trends favor

global suppliers

Strong momentum driven by

customer-centric approach

Accelerating growth in emerging

markets

Globalizing existing products to

reach underserved markets

Optimize procurement

Streamline operations

Enhance productivity

Bolt-on acquisitions

Partnerships

Consolidation opportunities

Ongoing Initiatives

Future

Today

Appendix

Adjusted EBITDA Reconciliation

15

(1)

The Pro Forma results for the year ended December 31, 2013 represent the addition of the Predecessor period January 1 through January 31, 2013 and the

Successor year ended December 31, 2013.  The Pro Forma results reflect the Acquisition and the associated Financing as if they had occurred on January 1, 2013,

in accordance with Article 11 of Regulation S-X.  The Pro Forma results do not reflect the actual results we would have achieved had the Acquisition been

completed as of January 1, 2013 and are not indicative of our future results of operations.

($ in millions)

Pro Forma

FY 2013

Predecessor

January 1,

through

January 31,

2013

Successor

FY 2013

Successor

FY 2014

Successor

Q4 2013

Successor

Q4 2014

Net Income (Loss)

(107)

$9

(219)

$35

(47)

$1

Interest Expense

235

-

215

217

62

51

Provision (Benefit) for Income Taxes

(1)

7

(45)

2

(11)

(16)

Depreciation & Amortization

327

10

301

309

73

80

EBITDA

(1)

$454

$26

$252

$563

$77

$116

A

Inventory Step Up

-

-

104

-

-

-

B

Merger & Acquisition Related Costs

-

-

28

-

-

-

C

Financing Costs and Extinguishment

-

-

25

6

-

-

D

Foreign exchange remeasurement (gains) losses

34

5

49

81

(1)

36

E

Long-term employee benefit plan adjustments

12

2

9

(1)

5

(1)

F

Termination benefits and other employee related costs

148

-

148

18

83

9

G

Consulting and advisory fees

55

-

55

36

21

7

H

Transition-related costs

29

-

29

102

13

21

I

IPO-related costs

-

-

-

22

-

19

J

Other adjustments

2

-

2

11

(1)

(2)

K

Dividends in respect of noncontrolling interest

(5)

-

(5)

(2)

(1)

(1)

L

Management fee expense

3

-

3

3

1

1

M

Allocated corporate and standalone costs, net

6

-

-

-

-

-

Total Adjustments

$284

$7

$447

$278

$120

$89

Adjusted EBITDA

$738

$33

$699

$841

$197

$205

Note: Numbers might not foot due to rounding

Axalta Coating Systems

Ltd.

Axalta Coating Systems

Ltd.

Adjusted EBITDA Reconciliation (cont’d)

16

A.

During the Successor year ended December 31, 2013, we recorded a non-cash fair value adjustment associated with our acquisition

accounting for inventories. These amounts increased cost of goods sold by $104 million.

B.

In connection with the Acquisition, we incurred $28 million of merger and acquisition costs during the Successor years ended

December 31, 2013. These costs consisted primarily of investment banking, legal and other professional advisory services costs.

C.

On August 30, 2012, we signed a debt commitment letter, which included the Bridge Facility. Upon the issuance of the Senior Notes

and the entry into the Senior Secured Credit Facilities, the commitments under the Bridge Facility terminated. Commitment fees

related to the Bridge Facility of $21 million and associated fees of $4 million were expensed upon the payment and termination of the

Bridge Facility. In connection with the amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3 million

of costs during the Successor year ended December 31, 2014. In addition to the credit facility amendment, we also incurred a $3

million loss on extinguishment of debt recognized during the Successor year ended December 31, 2014, which resulted directly from

the pro-rata write off of unamortized deferred financing costs and original issue discounts associated with the pay-down of $100.0

million of principal on the New Dollar Term Loan.

D.

Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign

currencies, including a $19 million loss related to the acquisition date settlement of a foreign currency contract used to hedge the

variability of Euro-based financing.

E.

For the Successor years ended December 31, 2014 and 2013, eliminates the non-service cost components of employee benefit costs.

Additionally, we deducted a pension curtailment gain of $7 million recorded during the Successor year ended December 31, 2014. For

the Predecessor period January 1, 2013 through January 31, 2013, eliminates (1) all U.S. pension and other long-term employee

benefit costs that were not assumed as part of the Acquisition and (2) the non-service cost component of the pension and other long-

term employee benefit costs for the foreign pension plans that were assumed as part of the Acquisition.

F.

Represents expenses primarily related to employee termination benefits, including our initiative to improve the overall cost structure

within the European region, and other employee-related costs. Termination benefits include the costs associated with our headcount

initiatives for establishment of new roles and elimination of old roles and other costs associated with cost saving opportunities that

were related to our transition to a standalone entity.

G.

Represents fees paid to consultants, advisors, and other third-party professional organizations for professional services rendered in

conjunction with the transition from DuPont to a standalone entity.

H.

Represents charges associated with the transition from DuPont to a standalone entity, including branding and marketing, information

technology related costs, and facility transition costs.

Axalta Coating Systems

Ltd.

Adjusted EBITDA Reconciliation (cont’d)

17

Predecessor Period

from January 1, 2013

through

January 31, 2013

Allocated corporate costs

$

25.4 

Standalone costs

(19.7)

Total

$

5.7 

I.

Represents costs associated with the IPO including a $13 million payment to terminate consulting agreement (see note L).

J.

Represents costs for certain unusual or non-operational (gains) and losses and the non-cash impact of natural gas and currency hedge

losses allocated to DPC by DuPont, stock-based compensation, asset impairments, equity investee dividends, indemnity (income)

losses associated with the Acquisition, gains resulting from amendments to long-term benefit plans and loss (gain) on sale and

disposal of property, plant and equipment.

K.

Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned.

L.

Pursuant to Axalta’s management agreement with Carlyle Investment Management, L.L.C., an affiliate of Carlyle, for management and

financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee

of $3 million and out-of-pocket expenses. This agreement was terminated upon completion of the IPO.

M.

Represents (1) the add-back of corporate allocations from DuPont to DPC for the usage of DuPont’s facilities, functions and services;

costs for administrative functions and services performed on behalf of DPC by centralized staff groups within DuPont; a portion of

DuPont’s general corporate expenses; and certain pension and other long-term employee benefit costs, in each case because we

believe these costs are not indicative of costs we would have incurred as a standalone company net, of (2) estimated standalone costs

based on a corporate function resource analysis that included a standalone executive office, the costs associated with supporting a

standalone information technology infrastructure, corporate functions such as legal, finance, treasury, procurement and human

resources and certain costs related to facilities management. This resource analysis included anticipated headcount and the

associated overhead costs of running these functions effectively as a standalone company of our size and complexity. This estimate is

provided for additional information and analysis only, as we believe that it facilitates enhanced comparability between Predecessor and

Successor periods. It represents the difference between the costs that were allocated to our predecessor by its parent and the costs

that we believe would be incurred if it operated as a standalone entity. This estimate is not intended to represent a pro forma

adjustment presented within the guidance of Article 11 of Regulation S-X. Although we believe this estimate is reasonable, actual

results may have differed from this estimate, and any difference may be material.