Axalta涂层系统 2025年度报告

Forward-Looking Statements This annual report to security holders contains certain forward-looking statements within the meaning of the U.S. Private SecuritiesLitigation Reform Act of 1995 regarding Axalta and its subsidiaries including, but not limited to, statements regarding anticipated orpotential financial results (including Adjusted EBITDA margin, free cash flow generation and value creation) and the proposed mergerof equals with AkzoNobel (the “Proposed Transaction”) (including our ability to consummate the Proposed Transaction and realize theanticipated benefits thereof, including increasing global scale and end-market exposure, improving profitability and financial flexibility,future growth and earnings potential, and long-term value creation). Axalta has identified some of these forward-looking statements withwords such as “believe,” “will,” “plan,” “positioned,” “momentum,” “foundation,” “confident,” “drive,” “growth,” “future,” “potential,” and “earningspower” and the negative of these words or other comparable or similar terminology. All of these statements are based on management’sexpectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherentlyuncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technologicalfactors outside of Axalta’s control, as well as risks related to the Proposed Transaction (including that the Proposed Transaction may notbe consummated or, if consummated, may not achieve some or all of the anticipated benefits), the 2024 Transformation Initiative and the2026 A Plan, that may cause its business, industry, strategy, financing activities or actual results to differ materially. More informationon potential factors that could affect Axalta’s financial results as well as the Proposed Transaction is available in “Forward-LookingStatements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Axalta’sAnnual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) onFebruary 13, 2026, and in other documents that we have filed with, or furnished to, the SEC. Axalta undertakes no obligation to update orrevise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures This annual report includes financial information that is not presented in accordance with generally accepted accounting principles inthe United States (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Free Cash Flow and total netleverage ratio. Management uses Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Diluted EPS in the analysis of our financial andoperating performance because they assist in the evaluation of underlying trends in our business. Management uses free cash flow andtotal net leverage ratio in the analysis of (1) our liquidity, (2) our ability to incur and service our debt and (3) strategic capital allocationdecisions. Adjusted EBITDA and Adjusted Diluted EPS consist of EBITDA and Diluted EPS, respectively, adjusted for (i) certain non-cashitems included within net income, (ii) certain items Axalta does not believe are indicative of ongoing operating performance or (iii) certainnonrecurring, unusual or infrequent items that have not otherwise occurred within the last two years or we believe are not reasonably likelyto recur within the next two years. Free Cash Flow consists of cash provided by (used for) operating activities less purchase of property,plant and equipment plus interest proceeds on swaps designated as net investment hedges. Total net leverage ratio consists of net debtdivided by Adjusted EBITDA, with net debt defined as total debt less cash and cash equivalents. We believe that making the foregoingadjustments provides investors meaningful information to understand our operating results and ability to analyze financial and businesstrends on a period-to-period basis. The non-GAAP financial measures used by Axalta may differ from similarly titled measures reportedby other companies. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, Free Cash Flow and total net leverage ratio shouldnot be considered as alternatives to net sales, net income (loss), income (loss) from operations or any other financial measures derivedin accordance with GAAP. These non-GAAP financial measures have important limitations as analytical tools and should be considered inconjunction with, and not as substitutes for, our results as reported under GAAP. Reconciliations of certain of these non-GAAP financialmeasures with the most directly comparable financial measures calculated in accordance with GAAP can be found in Note 20 to theconsolidated financial statements included elsewhere in this annual report