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September 24, 2014   VIA EDGAR AND OVERNIGHT DELIVERY   Jay Ingram Legal Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549				Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid		Milan Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Dear Mr. Ingram:

On behalf of our client, Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form S-1 of the Company filed with the Commission on August 20, 2014 (collectively, the “Registration Statement”).

This amendment reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Michael F. Finn, the Company’s Senior Vice President and General Counsel, dated September 16, 2014, from the staff of the Commission (the “Staff”). For your convenience, we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement, in the traditional non-EDGAR format to each of Kamyar Daneshvar, Jeff Gordon, Jeanne Baker and you.

The numbered paragraphs in italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

September 24, 2014

Page 2

General

Response: The Company respectfully notes the Staff’s comment and has revised the historical financial statements in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and intends to provide the requested information when available in a subsequent amendment in response to the Staff’s comment.

Prospectus Cover Page

Response: The Company respectfully notes the Staff’s comment and has relocated the disclosure from the cover page to page i in response to the Staff’s comment.

Table Of Contents, page i

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page i to delete this statement in response to the Staff’s comment.

September 24, 2014

Page 3

Market, Industry and Other Data, page ii

Response: Pursuant to Rule 418(b) under the Securities Act of 1933, as amended, the Company is supplementally furnishing with this response a copy of the reports from Orr & Boss, Inc., LMC Automotive and The World Bank. The reports have been marked to indicate the data referenced in this response. The Company hereby requests that these materials be returned to the Company upon completion of the Staff’s review and that, pending such return, these materials be withheld from release. The supplemental materials are not being furnished in electronic format, and are not being filed with nor deemed part of the Registration Statement nor any amendment thereto. In addition to the foregoing, as required by Rule 418(b), and on behalf of the Company, we note that (i) the Company is requesting such treatment at the time the reports are furnished to the Staff, (ii) the return of the information is consistent with the protection of investors and (iii) the return of the information is consistent with the Freedom of Information Act. The reports of LMC Automotive and The World Bank were not commissioned or prepared specifically for use in this prospectus. The report of Orr & Boss, Inc. was prepared in connection with the Registration Statement, and the Company has filed with Amendment No. 1 a consent of Orr & Boss, Inc. pursuant to Rule 436.

Prospectus Summary, page 1

General

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 7, 8 and 10 to provide a more balanced discussion of the Company’s risks in relation to the discussion of the Company’s competitive strengths, including by adding clarifying disclosure to the competitive strengths described under the heading “Our Competitive Strengths” and by expanding the summary risk factor discussion to address some of the Company’s key risks in greater detail in response to the Staff’s comment.

Our Company, page 1

September 24, 2014

Page 4

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 1 and 110 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page ii in response to the Staff’s comment to clarify that, except as otherwise noted, the Company’s global market positions are based on the report of Orr & Boss, Inc.

Summary Historical and Pro Forma Financial Information, page 14

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 17 and 18 in response to the Staff’s comment.

September 24, 2014

Page 5

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 19 and 20 in response to the Staff’s comment.

In response to the Staff’s comment to footnote (f), the Company respectfully advises the Staff that employee termination benefits incurred during the Successor period were part of the transition phase of establishing new, and eliminating old roles, as well as the associated headcount decisions made as part of the Company’s evaluation of the appropriate employee organizational structure as a standalone company. Additionally, certain cost savings initiatives were directly connected to this assessment that the Company believes are not part of its core operational results. These cost saving initiatives included organizational changes the Company determined to be necessary as it transitioned to an independent company. This adjustment aligns with the Company’s Adjusted EBITDA definitions contained in the credit agreement governing its Senior Secured Credit Facilities as well as how the Company measures its results internally and how it incentivizes its global employee base annually. For the Predecessor periods of 2011, 2012, and January 1, 2013 to January 31, 2013, employee termination benefits and other employee-related costs were partially related to the positioning of the DuPont Performance Coatings (“DPC”) business for sale by DuPont and included retention bonuses for certain employees included within DPC as well as changes in estimates to restructuring decisions made during prior years. The Company believes the predecessor adjustments to Adjusted EBITDA are appropriate for evaluating the performance of the 2011 and 2012 years and the period from January 1, 2013 to January 31, 2013. The Company has added additional clarification to the footnote disclosure on page 19 to address the nature of these items to more fully address the Staff’s comment regarding the adjustments.

In response to the Staff’s comment on footnote (i), the Company respectfully notes the Staff’s comment about transparency and clarity related to using the term non-cash and addressed this by revising the title of the footnote to “Other adjustments.” The Other adjustments primarily relate to non-cash adjustments, including (i) stock-based compensation, (ii) changes in indemnity (assets) and liabilities associated with the Acquisition, (iii) a gain associated with a benefit plan amendment, (iv) natural gas/currency hedge losses allocated to DPC by DuPont, (iv) asset impairments, (v) equity investee dividends and (vi) non-operational losses.

To further address the Staff’s comment, the Company has included a supplemental analysis below to highlight the gains or income and costs or losses within the adjustment. The Company does not believe the net adjustment warrants separate presentation.

September 24, 2014

Page 6

Finally, in response to the Staff’s comment on footnote (l), in determining the amount of the related adjustment, the Company performed a detailed analysis of the costs DPC would have incurred had the Company operated on a standalone basis during the Predecessor periods by analyzing the historical corporate costs allocated to DPC. The estimate of standalone costs focused on a corporate function resource analysis, which 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 given the Company’s size and complexity. These estimated standalone costs replaced the corporate costs that DuPont allocated to DPC as the Company believes these allocated costs were not indicative of costs it would and have incurred as a standalone company. Based upon 2013 actual corporate costs as a standalone entity, the Company determined that the standalone cost estimates for the years ended December 31, 2011 and 2012 and for the period from January 1, 2013 to January 31, 2013 would not have been materially different had the new structure been used prior to the Acquisition. The Company has revised the disclosure in footnote (l) on page 20 in response to the Staff’s comment to provide additional information regarding how it estimated such costs and to clarify the operating structure used to estimate its costs on a standalone basis for the Predecessor periods.

Risk Factors, page 21

Our substantial indebtedness could adversely affect our ability . . ., page 33

September 24, 2014

Page 7

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 33 in response to the Staff’s comment.

Use of Proceeds, page 45

Response: The Company respectfully notes the Staff’s comment and will revise the disclosure on page 45 in a subsequent amendment to provide the information required by Item 504 of Regulation S-K at that time in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page 54

Notes To Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 59

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 59 in response to the Staff’s comment. At this time, the Company is uncertain of the amount of proceeds it will receive as a result of the offering. Proceeds received, if any, will be utilized to repay indebtedness and pay fees and expenses. In accordance with Rule 11-01(a)(8) of Regulation S-X, because the amount of Company proceeds is unknown, no additional pro forma information has been provided to reflect any anticipated repayment of its debt as such repayment is not probable. However, in response to the Staff’s comment, the Company has revised the disclosure on page 59 to address the fact that the amount of proceeds to the Company from this initial public offering is not certain at this time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 65

September 24, 2014

Page 8

Results of Operations, page 70

See Item 303(a)(3) of Regulation S-K.

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 68 through 85 in response to the Staff’s comment.

The Company respectfully notes the Staff’s comment regarding inclusion of a quantification of the impact of changes in product mix to the Company’s net sales and respectfully advises the Staff that the impact of these changes is not significant to the Company’s overall net sales, and the Company has revised the disclosure on pages 68 through 85 to delete references to changes in product mix as a driver of overall net sales.

The Company also respectfully notes the Staff’s comment related to including disclosure regarding the impact of oil and natural gas prices within the Company’s cost of sales and respectfully advises the Staff that the impact of these price fluctuations is not significant to the Company’s overall cost of sales. The majority of the Company’s raw materials have limited immediate correlation to oil and natural gas pricing volatility due to several factors, including the Company’s downstream raw material position within the oil and gas supply chain. The Company has, however, added additional disclosure on the impact of raw materials within its discussion on pages 71 through 85.

Response: The Company respectfully notes the Staff’s comment and has revised its Statement of Operations to remove the language “and other operating charges” from the financial statement caption “Cost of goods sold and other operating charges” in response to the Staff’s comment. These changes were also applied to all other references to this financial statement caption throughout the Registration Statement. Consistent with Rule 5-03.2 of Regulation S-X, all charges included within this financial statement caption are considered by the Company to be related to the “cost of tangible goods sold.”

The Company has also revised the disclosure on page 68 of the Registration Statement, where it describes primary components of cost of goods sold to provide clarification regarding other costs within this financial statement caption. The Company believes all costs disclosed meet the definition in Rule 5-03.2 of Regulation S-X. The Company does not believe these represent “Other operating costs and expenses” as defined by Rule 5-03.3 of Regulation S-X, as these costs are associated with or functionally support the Company’s ability to manufacture and ship its products. The Company believes that it has appropriately disclosed these costs in accordance with Rules 5-03.2 and 5-03.3 of Regulation S-X.

September 24, 2014

Page 9

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 71 through 84 in response to the Staff’s comment.

Other expense (income), net, page 73

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 73 in response to the Staff’s comment.

Selected Segment Information, page 81

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 81 through 85 in response to the Staff’s comment.

September 24, 2014

Page 10

Liquidity and Capital Resources, page 85

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 93 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 90 in response to the Staff’s comment.

Business, page 110

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 110 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 115 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 115 in response to the Staff’s comment.

Research and Development, page 124

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 124 in response to the Staff’s comment.

September 24, 2014

Page 11

Shares Eligible for Future Sale, page 164

Lock-Up Agreements, page 164

Response: The Company respectfully notes the Staff’s comment and advises the Staff that Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (the “Representatives”) have advised the Company that they have no current intent or arrangement to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. There are no contractually specified conditions for the waiver of lock-up restrictions and any waiver is at the discretion of the Representatives. The Representatives have advised the Company that when determining whether or not to release shares from lock-up agreements, the Representatives may consider, among other factors, the stockholder’s reasons for requesting the release, the number of shares for which the release is being requested and the market conditions at such time. The Company has revised the disclosure on pages 164 and 177 in response to the Staff’s comment.

Registration Rights, page 165

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page 165 in response to the Staff’s comment to disclose that the Company does not anticipate any prescribed cash penalties under the principal stockholders agreement or additional penalties that may result from delays in registering the Company’s common shares.

Financial Statements for the Period Ended June 30, 2014

Foreign Currency Translation

September 24, 2014

Page 12

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page F-18 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and advises the Staff that it has revised the interim financial statements to address the Staff’s comments related to the annual financial statements to the extent they are applicable.

Financial Statements for the Year Ended December 31, 2013

Statements of Operations, page F-34

Response: The Company respectfully notes the Staff’s comment and respectfully advises the Staff that it believes the Rule references noted within the comment were meant to read as Rule 5-03.2 and 5-03.3 of Regulation S-X. As noted in the Company’s response above to comment #15, the Company has revised its Statement of Operations to remove the language “and other operating charges” from the financial statement caption “Cost of goods sold and other operating charges” and has revised its disclosure of the primary components of cost of goods sold to provide additional clarity regarding other costs within this financial statement caption. The Company believes its current presentation is in compliance with Rules 5-03.2 and 5-03.3 of Regulation S-X as the costs included within this financial statement caption are considered by the Company to be related to the “cost of tangible goods sold.”

Balance Sheet, page F-36

Response: The Company respectfully notes the Staff’s comment and advises the Staff that, as disclosed on pages F-7 and F-42 of the Registration Statement, DuPont used a centralized approach to cash management and financing its operations with respect to all transactions between DuPont and DPC for the Predecessor periods. Accordingly, these transactions were deemed to be settled immediately through DuPont’s Net Investment in DuPont Performance Coatings when the related expense was incurred. The amounts reflected in Net Transfers to DuPont comprise the net settlements of these transactions for each respective Predecessor period. Further, the Company believes the most meaningful elements within the line item “DuPont’s net investment in DuPont Performance Coatings” on page F-36 have appropriate transparency.

September 24, 2014

Page 13

The Company respectfully acknowledges the guidance of Question 4 of SAB Topic 1.B.1 requiring an analysis of the activity comprising the Net Transfers to DuPont for each respective Predecessor period. The Company believes the presentation of such information is not meaningful to potential investors given the Company’s change in capital structure in the Successor periods and after the Offering. Further, the Company is unable to obtain this information without incurring significant costs given the inherent complexities of the carve-out financial statements.

(3) Summary of Significant Accounting Policies, page F-42

(d) Revenue Recognition, page F-43

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page F-43 in response to the Staff’s comment. In accordance with SEC Staff Accounting Bulletin 104, revenue is recognized when it is realized or realizable and earned. Revenue is considered to be realized or realizable and earned when the following four criteria are met:

The disclosure on page F-43 referred to in the Staff’s comment addresses the disclosure related to the determination of delivery for the Company’s OEM customers in criteria 2 above. In the Company’s agreements with certain OEM customers, the Company defines delivery to have occurred at the point at which the customer has applied its coatings to their manufactured inventory. The Company maintains consignment inventory at these locations and consumption is analyzed on a routine basis by on-site Company employees to ensure delivery has occurred. The Company has revised the disclosure on page F-43 to clarify how it determines the earnings process is complete, including that it is the Company’s customers that apply the paint.

(k) Property, Plant and Equipment, page F-45

September 24, 2014

Page 14

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages F-45 and F-46 in response to the Staff’s comment.

(o) Environmental Liabilities and Expenditures, page F-47

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page F-47 in response to the Staff’s comment.

(r) Foreign Currency Translation, page F-48

Response: The Company respectfully notes the Staff’s comment and respectfully advises the Staff as follows:

Prior to Carlyle’s signing the definitive agreement for the acquisition of DPC in August of 2012, Axalta Coating Systems Ltd. was established and incorporated on August 24, 2012 for the purpose of acquiring DPC. Subsequently, a series of new legal entities were formed in order to consummate a series of acquisitions of the former DPC operating and holding companies that existed prior to the acquisition on February 1, 2013.

As part of the establishment of the Company’s newly formed legal entities, which were not part of the legacy DPC operations, the Company’s management evaluated each entity individually. Additionally, as part of the acquisition, the Company purchased a significant amount of operating and holding companies in non-U.S. jurisdictions that were purchased and funded through a series of intercompany transactions, including intercompany loans. These entities were largely formed during late 2012 as part of DuPont’s

September 24, 2014

Page 15

separation activities to enable the consummation of the overall purchase transaction at both a parent company and local subsidiary level. As a result of the Acquisition, the Company’s internal global cash management, and local raw material sourcing strategies, the Company also separately evaluated its entire legal entity footprint, which was acquired under ASC 830. In total, approximately 90 legal entities were evaluated. Specifically, for each of the legal entities, the Company evaluated:

The Company performed the analysis above through a series of questionnaires and functional coordination between the Company’s global Controllership, Tax, Treasury and Business Finance teams. As part of the first phase of the analysis, the Company first undertook a process to understand legal entity structure, parent-subsidiary relationships and the nature of business activities within each legal entity, including whether the entity was intended to be a holding company, manufacturing company, re-seller/distributor for import/export sales, financing company or a combination thereof. As part of the second phase of the analysis, the Company facilitated a series of questionnaires and conference calls with the local functional teams to obtain insight into those key considerations above, including corroborating its understanding of each legal entity’s business activities and associated transactional cash flows.

As a result of this analysis, the Company individually determined each legal entity’s functional currency based on the observable facts. In addition to the above, the Company also evaluated certain jurisdictions that have been deemed to have highly inflationary economies, including Venezuela, to appropriately assess its conclusions in accordance with ASC 830.

September 24, 2014

Page 16

The Company’s conclusions in the Successor period were based on facts specific and circumstances that were a result of the Company’s internal structure and decisions made as a Successor Company. During the Predecessor Period, DuPont’s conclusions were based on a set of factors unique to their company, including their Parent Company and their U.S. dollar based capital structure, U.S. dollar based financing and treasury policies and U.S. dollar based intercompany transactions and arrangements, among other factors. The DPC business was a subset of DuPont’s consolidated group and/or a subset or a business unit within legal entities inside and outside of the United States. Therefore, the facts that existed, which may have been unique to the DPC operations, were not necessarily indicative of a legal entity view for functional currency determination.

(4) Acquisition of DuPont Performance Coatings, page F-50

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page F-9 and F-51 in response to the Staff’s comment.

(6) Restructuring, page F-54

Response: The Company respectfully notes the Staff’s comment and respectfully advises the Staff that the Company maintains substantive plans (the “Plan”) for providing involuntary termination benefits to the Company’s employees.

In accordance with ASC 712, as an involuntary termination benefit arrangement exists between the Company and its employees that is contractually payable before retirement and is not payable from a pension or other postretirement plan, the restructuring should and was accounted for under topic ASC 712, rather than ASC 420-10.

Given the formal existence of the Plan, the Company determined that the provisions of ASC 712 apply with respect to the analysis of the appropriate accounting treatment for the termination benefits. The Company also respectfully directs the Staff to the Company’s opening disclosures on pages F-11 and F-55 where the Company discloses the accounting model utilized.

September 24, 2014

Page 17

The cost of termination benefits recognized as a liability were recorded when both the loss was probable and amounts could be reasonably estimated in accordance with ASC 712-10-25-2.

The Company has reviewed ASC 715-20-50, which details the disclosures required by public entities reporting these benefits under ASC 712, and it believes that all disclosures required thereby were previously included in the disclosure or do not apply to these nonretirement postemployment benefits. In response to the Staff’s comment, the Company has revised the disclosure on pages F-11 and F-55 to facilitate a better understanding of the impact on cash flows as well as the nature of these charges.

(10) Stock-Based Compensation, page F-69

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on page F-70 in response to the Staff’s comment. The Company understands that the Staff may have additional comments once the estimated IPO price range has been disclosed.

(13) Income Taxes, page F-72

Response: The Company respectfully notes the Staff’s comment and respectfully advises the Staff that it incurred losses before income taxes in both the United States and non-U.S. jurisdictions of $158.4 million and $118.5 million, respectively, during the Successor year ended December 31, 2013.

During the Successor year ended December 31, 2013, the Company generated $208.5 million of taxable income in jurisdictions where the statutory tax rate is below the statutory tax rate in the United States. The Company’s current tax expense is affected by the structure of the Acquisition. The Acquisition of the U.S. portion of the business was accomplished through asset purchases, which permits the Company to increase its tax basis in the acquired assets and, as a result, allows the Company to depreciate and amortize its assets based on the purchase price paid for the U.S. assets. This has the effect of reducing the Company’s current U.S. taxable income and U.S. tax expense. In contrast, the Acquisition of the businesses outside the United States were primarily accomplished through stock purchases, preventing the Company

September 24, 2014

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from increasing the tax basis of its foreign businesses’ operating assets and recognizing the associated tax benefit of increased depreciation and amortization. These factors together result in a significant amount of the Company’s current provision for income tax expense being composed of non-U.S. amounts and a disproportionate amount of taxable income in countries with statutory tax rates lower than the United States.

The Company’s subsidiaries located in Canada, China, Luxembourg and Venezuela, collectively, accrued $32.5 million of foreign income taxes on $126.6 million of income for the Successor year ended December 31, 2013. This represents a 25.7% weighted average effective tax rate for that period. However, losses before income taxes in other foreign jurisdictions reduced the Company’s total foreign tax expense, which resulted in an overall foreign income tax provision of $(0.9) million during the period.

(25) Segments, page F-85

Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages F-29, F-30, F-87 and F-88 in response to the Staff’s comment.

Response: The Company respectfully notes the Staff’s comment and advises the Staff that it has revised the disclosure on pages F-27 and F-85 to identify its operating segments and to more fully address the Staff’s comment and add greater transparency.

The Company respectfully advises the Staff that it identified its two operating segments by applying the guidance in ASC 280-10-5-1. The Company’s Chief Operating Decision Maker (“CODM”) receives discrete financial information, as defined in ASC 350-20-55-4, at the Performance Coatings and Transportation Coatings level on a consolidated and regional basis. The Company’s Chairman and Chief Executive Officer, Charles W. Shaver, has been identified as the Company’s CODM. The discrete financial information provided to the CODM is comprised of full operating activity from sales through to Adjusted EBITDA at a consolidated Axalta level as well as for each consolidated segment – Performance Coatings and Transportation Coatings. Similar consolidated information is also included in the CODM package on a regional

September 24, 2014

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basis. Because the CODM receives regional information on both a product and geographic basis, the Company considered the guidance in ASC 280-10-50-9. Although the CODM receives regional information at the Performance Coatings and Transportation Coatings level, which is overlapping in nature with the consolidated information, the Company concluded that the Performance Coatings and Transportation Coatings operating segments on a consolidated basis are the primary metrics used for managing the business and are the most helpful metrics for investors to understand the business. Therefore, the consolidated Performance Coatings and Transportation Coatings segments represent the Company’s reportable operating segments.

With regard to the Company’s Refinish, Industrial, Light Vehicle and Commercial Vehicle end-markets, the CODM regularly receives only sales and variable contribution information. The CODM uses such sales and variable contribution information to better understand the drivers behind the Performance Coatings and Transportation Coatings segment results. In addition, management is not compensated on variable contribution at any level of the organization and this metric is not considered discrete financial information or a determining factor for the CODM in the allocation of resources by segment. Instead, Adjusted EBITDA is the key profitability metric analyzed by the CODM and utilized when allocating resources and assessing performance. This is what the Company has historically utilized to explain its performance to its lenders and is the only operating income measure utilized by the Company in determining how it pays incentive compensation. Based on these facts, the Company has concluded these end-markets do not meet the definition of operating segments.

Based on the above discussion, the Company has revised the disclosure on pages F-27 and F-85 to more fully address the Staff’s comment and add greater transparency.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (202) 637-1028 or my colleague, Jason M. Licht, at (202) 637-2258 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

Enclosures

September 24, 2014

Page 20

cc: (via email)

Charles W. Shaver of Axalta Coating Systems Ltd.

Robert W. Bryant of Axalta Coating Systems Ltd.

Michael F. Finn of Axalta Coating Systems Ltd.

Kamyar Daneshvar

Jay Ingram

Jeff Gordon

Jeanne Baker