Axalta Coating Systems

Manufacturing Facilities

North America

Canada · Cornwall, ON · Performance

Milton, ON · Performance

United States of America · Brighton, MI · Performance

Fridley, MN · Performance

Front Royal, VA (1) · Performance; Mobility

Ft. Madison, IA · Performance; Mobility

High Point, NC · Performance

Houston, TX · Performance

Jacksonville, TX · Performance

Madison, AL · Performance

Mt. Clemens, MI (1) · Performance; Mobility

Orrville, OH · Performance

Riverside, CA · Performance

Sacramento, CA (1) · Performance

Latin America

Brazil · Guarulhos · Performance; Mobility

Colombia · Cartagena de Indias · Performance

Guatemala · Amatitlan · Performance

Mexico · Apodaca · Performance

Ocoyoacac · Performance

Tlalnepantla · Performance; Mobility

EMEA

Austria · Guntramsdorf · Performance; Mobility

France · Montbrison · Performance

Germany · Wuppertal · Performance; Mobility

Netherlands · Zuidland · Performance

Sweden · Västervik · Performance

Switzerland · Bulle · Performance

Turkey · Gebze · Performance; Mobility

United Kingdom · Darlington · Performance

Farnham · Performance

Huthwaite · Performance

Wellingborough · Performance

United Arab Emirates · Ras Al Khaimah · Performance

Asia Pacific

China · Jilin · Performance; Mobility

Jiading · Performance; Mobility

Qingpu · Performance

Ma’anshan · Performance

India · Savli · Performance; Mobility

Malaysia · Shah Alam · Performance

Shah Alam · Performance

Thailand · Bangplee · Performance; Mobility

Type of Facility/Country · Location · Segment

Joint Venture Manufacturing Facilities

Indonesia · Cikarang · Performance

Joint Venture Partner Manufacturing Facilities

South Africa · Port Elizabeth · Mobility

Technology Centers

China · Shanghai · Performance; Mobility

Germany · Wuppertal · Performance; Mobility

United States of America · Mt. Clemens, MI · Performance; Mobility

Philadelphia, PA · Performance; Mobility

Customer Training Centers · Location by Region · Number of Facilities

North America · 11

Latin America · 2

EMEA · 18

Asia Pacific · 17

(1) Subject to a mortgage under our Senior Secured Credit Facilities.

We own 27 of our manufacturing facilities, two of our technology centers, and 12 of our customer training centers, while the rest of the facilities and centers are leased. We believe that our properties as currently constituted are suitable, adequate and provide sufficient productive capacity for our current operations.

• The Merger Agreement contains provisions that limit the Company’s ability to pursue alternatives to the Merger.
• Because the value of the Company and AkzoNobel ordinary shares may fluctuate, our shareholders cannot be sure of the value of the Merger Consideration they will receive.
• The Merger Agreement subjects us to restrictions on business activities prior to the effective time of the Merger.
• While the Merger is pending, the Company will be subject to business uncertainties which could adversely affect the Company’s business, results of operations, financial condition and cash flows.
• If completed, the Merger may not achieve its intended results.
• After the Merger, our shareholders will have a significantly lower ownership and voting interest in the Combined Company than they currently have in the Company.
• The ordinary shares of the Combined Company will have different rights from our common shares and the market price of the Combined Company ordinary shares may be affected by factors different from those currently affecting the market price of our common shares.
• The Company and AkzoNobel may be targets of legal proceedings that could result in substantial costs and may delay or prevent the Merger from being completed.
• The Company and AkzoNobel have incurred, and will incur additional, substantial transaction fees and costs in connection with the Merger.
• Risks Related to our Business Risks Related to Execution of our Strategic and Operating Plans
• Our financial position, results of operations and cash flows could be materially adversely affected by difficult economic conditions and/or significant volatility in the capital, credit and commodities markets.
• Improved safety features on vehicles, commercialization of autonomous vehicles, insurance company influence, the introduction of new business models or new methods of travel, and weather conditions may reduce the demand for some of our products and could have a negative effect on our business, financial condition, results of operations and cash flows.
• The loss of, or reduced purchases by, or our failure to meet our obligations to, any of our largest customers, or the consolidation of any of our customers, including MSOs, distributors and/or body shops, could adversely affect our business, financial condition, results of operations and cash flows.
• We may be unable to successfully execute on our growth initiatives or targets, business strategies or operating plans.
• We rely on our distributor network and third-party delivery services for the distribution and export of certain of our products.
• We rely on certain of our manufacturing facilities to make a significant amount of product, and certain products can only be made at specific facilities.
• Price increases, business and supply chain interruptions, declines in the supply of raw materials or disruptions to our major tolling arrangements could have a significant impact on our ability to grow or sustain earnings.
• Failure to develop and market new products and manage product life cycles could impact our competitive position and have a material adverse effect on our business, financial condition, results of operations and cash flows.
• As a global business, we are subject to risks associated with our non-U.S. operations and U.S. and foreign trade policy.
• Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.
• Evolving environmental, safety, product stewardship, consumer protection or other regulations and laws, including with respect to disclosure of metrics related to such areas, could have a material adverse effect on our business and consolidated financial condition.
• As a result of our current and past operations and/or products, including operations and/or products related to our businesses prior to the Acquisition, we could incur significant environmental liabilities and costs.
• We handle and transport certain materials that are inherently hazardous due to their toxic nature.
• Our results of operations could be adversely affected by litigation and claims.
• If we are required to make unexpected payments to any pension plans applicable to our employees, our financial condition may be adversely affected.
• We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
• We may not be able to recruit and retain the experienced and skilled personnel we need to compete.
• Our inability to protect and enforce our intellectual property rights could adversely affect our financial results.
• If we are sued for infringing intellectual property rights of third parties, it may be costly and time consuming, and an unfavorable outcome in any litigation could harm our business.
• We may continue to engage in acquisitions and divestitures, and may encounter difficulties integrating acquired businesses with, or disposing of divested businesses from, our current operations and, as a result, we may not realize the anticipated benefits of these acquisitions and divestitures.
• Our joint ventures may not operate according to our business strategy if our joint venture partners fail to fulfill their obligations.
• EIDP’s potential breach of its obligations in connection with the Acquisition, including failure to comply with its indemnification obligations, may materially affect our business and operating results.
• We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common shares.
• Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy and our industry and our flexibility in managing our business, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations with respect to our indebtedness.
• To service all of our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.
• We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable or unwilling to fund borrowings under their credit commitments or we are unable to borrow, it could negatively impact our business.
• Our ability to obtain additional capital on commercially reasonable terms may be limited.
• Difficult and volatile conditions in the capital, credit and commodities markets and in the overall economy could have a material adverse effect on our business, financial condition, results of operations and cash flows.
• We are subject to risks associated with the current interest rate environment and, to the extent we use debt to fund our operations, changes in interest rates will affect our cost of debt.
• Axalta Coating Systems Ltd. is a holding company with no operations of its own. Because our operations are conducted almost entirely through our subsidiaries and joint ventures, we are largely dependent on our receipt of distributions and dividends or other payments from our subsidiaries and joint ventures for cash to fund all of our operations and expenses, including to make future dividend payments, if any. We may engage in restructurings and similar transactions that have the effect of altering the economic features of, and rights associated with, our common shares.
• The price of our common shares has fluctuated, and may in the future fluctuate, significantly and you could lose all or part of your investment.
• We do not expect to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
• Future sales of our common shares in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common shares.
• We are a Bermuda company and it may be difficult for you to enforce judgments against us or our directors and executive officers.
• Bermuda law differs from the laws in effect in the U.S. and may afford less protection to our shareholders.
• We have anti-takeover provisions in our bye-laws that may discourage a change of control.
• Interruption, interference with, or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could harm our reputation, financial condition, operating results and cash flows.
• Uncertainty in the development, deployment, and use of artificial intelligence in our products and services, as well as our business more broadly, could adversely affect our business and reputation. Artificial intelligence (“AI”) technologies may enable disruption in our industry and threaten our competitive positioning.
• Increased competition may adversely affect our business, financial condition, results of operations and cash flows.
• We take on credit risk exposure from our customers in the ordinary course of our business.
• Currency risk may adversely affect our financial condition, results of operations and cash flows.
• Terrorist acts, conflicts, wars, natural disasters, pandemics and other health crises, among other events beyond our control, may materially adversely affect our business, financial condition, results of operations and cash flows.
• The insurance we maintain may not cover all potential exposures.
• We are subject to complex and evolving data privacy laws.
• We may be subject to changes in our tax rates, the adoption of tax legislation or additional tax liabilities, each of which may adversely affect our results of operations.
• Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our sustainability practices may impose additional costs on us or expose us to new or additional risks.