PPG · PPG Industries

351 filings

8-K

PPG 8-K Current Reports

PPG Industries - 351 current reports

Filing record · 2016–202610-K1210-Q338-K141

Showing 1-50 of 351 filings

8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 27, 2026)

PPG Industries, Inc. filed an 8-K furnishing its earnings press release for the third quarter of 2026, dated October 27, 2026, under Items 2.02 and 9.01. The company reported net sales of $4,353 million, up 7% year over year, with organic sales up 5%. Reported EPS from continuing operations was $2.12, up 8%, and adjusted EPS was $2.25, up 6%. The release describes both as record third-quarter EPS, and it notes that adjusted EBITDA margin was 18.2%, unchanged from the prior year. Segment results were mixed. Global Architectural Coatings and Performance Coatings both expanded segment EBITDA margins, to 24.0% (up 300 basis points) and 23.9% (up 220 basis points), respectively. Industrial Coatings was the weak spot, with segment EBITDA down 11% and margin down 260 basis points to 14.4%, which management attributed to cost of goods sold inflation and the timing of index-based pricing. Cash from operating activities was about $1.2 billion year to date, and share repurchases totaled about $150 million in the quarter and $320 million year to date. Net debt was $5.2 billion, down about $200 million from the prior year. Management narrowed full-year 2026 adjusted EPS guidance to $7.90 to $8.10 and raised the midpoint. It expects low single-digit percentage organic sales growth in the fourth quarter, led by aerospace, Latin America architectural coatings and packaging coatings, along with flat to up 100 basis points of adjusted EBITDA margin expansion year over year. The filing states that the press release is furnished, not filed, and that a conference call will be held October 28, 2026 at 8:00 a.m. ET.

Oct 27, 2026 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jul 28, 2026)

PPG Industries, Inc. (NYSE: PPG) reported second quarter 2026 results in an earnings press release furnished as Exhibit 99 to this Item 2.02 Form 8-K, filed July 28, 2026. Net sales were $4,495 million, up 7% from $4,195 million a year earlier, with organic sales up 4% and growth in 8 of 9 businesses. Sales volumes rose 2% and selling prices rose 2%. Reported net income from continuing operations was $439 million, or $1.96 per diluted share, versus $450 million and $1.98 a year earlier. Adjusted EPS was $2.23, compared with $2.22 in the prior-year quarter, after excluding items such as acquisition-related amortization, restructuring costs, legacy environmental remediation charges and a legal settlement. Segment results were mixed. Global Architectural Coatings segment EBITDA rose 14% to $213 million, with EBITDA margin up 100 basis points, helped by Latin America. Performance Coatings segment EBITDA fell 5% to $368 million, with margin down 300 basis points as automotive refinish coatings volumes declined, while aerospace and protective and marine coatings grew. Industrial Coatings sales volumes rose 5%, led by packaging coatings, but segment EBITDA margin declined 70 basis points on cost inflation. Management reaffirmed full-year 2026 adjusted EPS guidance of $7.70 to $8.10 and guided to third-quarter organic sales growth of a low single-digit to mid-single-digit percentage. At quarter end, net debt was $5.3 billion, down $415 million from a year earlier, and year-to-date share repurchases totaled $175 million.

Jul 28, 2026 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 28, 2026)

PPG Industries, Inc. furnished its earnings press release for the first quarter of 2026 under Item 2.02 of this Form 8-K. Net sales were $3.93 billion, up 7% year over year, with organic sales up 1% driven by higher selling prices. Reported diluted EPS from continuing operations was $1.70 and adjusted EPS was $1.83, an increase of 6% year over year. Net income attributable to PPG was $382 million, compared with $373 million in the prior-year quarter. By segment, Global Architectural Coatings net sales rose 13% to $965 million, with segment EBITDA up 28% and segment EBITDA margin improving 230 basis points, driven by Latin America. Performance Coatings net sales rose 5% to $1.33 billion, with organic sales up 1%, aerospace growing at a double-digit percentage rate, and automotive refinish declining at a double-digit percentage rate. Industrial Coatings net sales rose 4% to $1.63 billion, but organic sales were flat and segment EBITDA fell 7% on regional mix and lower index-based selling prices. PPG reaffirmed full-year 2026 adjusted EPS guidance of $7.70 to $8.10 and expects second-quarter organic sales and adjusted EPS to be flat to up a low single-digit percentage. Management noted recent raw material, energy, logistics and packaging cost increases and announced price adjustments globally. Cash and short-term investments totaled $1.6 billion, net debt was $5.5 billion, and about $100 million of shares were repurchased in the quarter.

Apr 28, 2026 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Apr 28, 2026)

PPG Industries, Inc. (NYSE: PPG) filed this Form 8-K on April 28, 2026 to announce a leadership change in its finance function. Its board has elected Jamie A. Beggs as Senior Vice President and Chief Financial Officer, effective July 6, 2026, succeeding Vincent J. Morales, who is retiring on the same date after a 41-year career with the company. Beggs has served as CFO of Avient Corporation since August 2020 and currently sits on the board of International Paper Company. She will report to Chairman and CEO Timothy M. Knavish and join PPG's executive and operating committees, with added executive leadership responsibilities for corporate development and information technology. The filing discloses Beggs's compensation package: an annual base salary of $800,000, a signing bonus of $350,000 subject to repayment if she resigns voluntarily before the first anniversary of her start date, a one-time restricted stock unit grant under the 2026 Omnibus Incentive Plan valued at $3.2 million vesting on the third anniversary of the grant date, a prorated 2026 target cash bonus of $800,000, and a 2026 equity grant with an aggregate value of $2.5 million. The 2026 equity grant comprises stock options, time-based and performance-based RSUs, and total shareholder return contingent shares, with a three-year performance period covering 2026 to 2028. She is also eligible for relocation benefits under the company's executive program. The filing also discloses related-party transactions with Avient Corporation. PPG purchased approximately $524,000 of products from Avient in 2025 and approximately $163,000 in the first fiscal quarter of 2026, and made no sales to Avient in either period. The company states these purchases were made in the ordinary course of business and were each less than one percent of the consolidated gross revenues of both companies for 2025 and the first quarter of 2026. PPG reported net sales of $15.9 billion in 2025, according to the accompanying press release.

Apr 28, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Apr 21, 2026)

PPG Industries, Inc. filed an 8-K on April 21, 2026 covering two items: executive compensation and the results of its 2026 Annual Meeting of Shareholders held April 16, 2026. On April 15, 2026, the Human Capital Management and Compensation Committee approved performance-based Market Stock Unit (MSU) awards to certain executive officers, including K. Henrik Bergstrom and Kevin Braun, each with a target value of $1,500,000. Chairman and CEO Timothy Knavish and retiring Senior Vice President and CFO Vincent Morales did not receive MSU awards. The MSUs convert to a target number of units based on the 30-day average closing price before May 8, 2026, vest on May 8, 2029, and pay out based on absolute stock price performance over the three-year period, with a maximum payout of 200% and no payout if the stock declines by more than 25%. Payout also requires achieving at least the threshold for the Adjusted Earnings Per Diluted Share – Continuing Operations goal for fiscal 2028, and vesting requires continued employment. At the annual meeting, shareholders elected all 12 director nominees to serve until the 2027 annual meeting. Shareholders approved the advisory say-on-pay proposal, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approved the PPG Industries, Inc. 2026 Omnibus Incentive Plan. A shareholder proposal requiring an independent board chair was not approved, receiving 59,695,284 votes for and 126,745,338 against. As of the record date, 223,798,650 shares of common stock were outstanding. For investors, the filing's main forward-looking items are the structure of the new long-term incentive awards, which tie executive pay to stock price performance and adjusted EPS, and the leadership transition in the finance function as the CFO retires. The filing does not state any financial results or guidance.

Apr 21, 2026 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 15, 2026)

PPG Industries, Inc. (NYSE: PPG) furnished an earnings press release under Item 2.02 reporting first quarter 2026 results. The company reported first quarter 2026 earnings per diluted share of $1.70 and adjusted earnings per diluted share of $1.83, which the release describes as an increase of 6% over the first quarter 2025. Management stated it delivered its fifth consecutive quarter of organic sales growth, with positive selling prices and flat sales volumes, and said strength in architectural coatings Latin America and aerospace, along with self-help actions, drove segment EBITDA margin above original expectations. For the second quarter of 2026, the company indicated it expects both organic sales and adjusted earnings per share to be in the range of flat to low single-digit percentage growth versus the respective prior year period. The release states PPG expects first quarter 2026 results to exceed previous guidance. Detailed first quarter 2026 financial results are scheduled for release on April 28, 2026, after U.S. stock markets close, with an earnings teleconference on April 29, 2026 at 8 a.m. ET, where the company plans to provide more comprehensive updates and financial projections.

Apr 15, 2026 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jan 27, 2026)

PPG Industries, Inc. reported fourth-quarter 2025 net sales of $3.9 billion, with organic sales growth of 3% year over year, reported EPS of $1.34 and adjusted EPS of $1.51 (versus adjusted EPS of $1.61 in 4Q 2024). For full-year 2025, net sales were $15.9 billion, flat year over year, organic sales rose 2%, reported EPS was $6.92 and adjusted EPS was $7.58, down from $7.87 in 2024. Operating cash flow from continuing operations was $1.9 billion, and the company repurchased $790 million of stock and paid about $630 million in dividends, returning $1.4 billion to shareholders. Balance sheet items noted in the release include net debt of $5.1 billion, approximately $630 million higher year over year, and a $700 million debt maturity due in the first quarter of 2026. Management cited $75 million of structural cost savings realized in 2025 and expects $50 million of incremental restructuring savings in 2026, tied to European manufacturing consolidation. For 2026, PPG guided to adjusted EPS of $7.70 to $8.10, which at the midpoint implies mid-single-digit growth, and organic sales of flat to low single-digit percentage growth. Management expects EPS growth to be weighted toward the second half of the year, with the first half flat to low single-digit and the second half high single-digit. The company also flagged that demand in Europe and global industrial end-use markets will remain challenged.

Jan 27, 2026 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Dec 11, 2025)

PPG Industries, Inc. filed this Form 8-K on December 11, 2025 to report that its Board of Directors elected Todd M. Schneider as a director, effective January 14, 2026. Schneider, President and Chief Executive Officer of Cintas Corporation, will serve in the class of directors whose term expires at the 2026 Annual Meeting of Shareholders and has been appointed to the Nominating and Governance Committee and the Sustainability and Innovation Committee. He will receive compensation consistent with the Company's other non-employee independent directors, as described in the proxy statement filed March 6, 2025. The filing discloses a related-party commercial relationship with Cintas. PPG sold approximately $13,000 of products and services to Cintas in 2024 and purchased approximately $9,350,000 of products and services from Cintas in 2024, with purchases of approximately $7,550,000 in the first three fiscal quarters of 2025. The company states these transactions were in the ordinary course of business and amount to less than one percent of each company's consolidated gross revenues for fiscal 2024 and the first three quarters of 2025. Schneider was not selected pursuant to any arrangement or understanding with another person or entity. The accompanying press release (Exhibit 99) quotes PPG chairman and CEO Timothy M. Knavish and lead independent director Michael W. Lamach on the appointment, emphasizing Schneider's experience in organic growth and in providing technical services to customers. For investors, the event is primarily a board-composition change with limited direct financial impact, though the disclosed Cintas purchases are the most notable item to monitor.

Dec 11, 2025 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Dec 1, 2025)

PPG Industries, Inc. (NYSE: PPG) filed this Current Report on Form 8-K to disclose that Vincent (Vince) J. Morales, Senior Vice President and Chief Financial Officer, intends to retire on July 1, 2026. The filing states that Mr. Morales announced his retirement on November 28, 2025, and that his previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest in accordance with their terms. PPG issued a press release on December 1, 2025, announcing the retirement, which is furnished as Exhibit 99 and incorporated by reference. According to that release, Mr. Morales has served as CFO since 2017, is a 40-plus-year veteran of the company, and will remain part of the executive leadership team through July 2026 to ensure a seamless transition. The release states that a global internal and external search is underway for a successor, as part of a previously planned succession process. For investors, the key points are the planned leadership change in a core finance role, the company's stated intention to maintain continuity through the transition period, and the search for a permanent successor, which the release describes as already in progress. The release also notes PPG reported net sales of $15.8 billion in 2024.

Dec 1, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

PPG Industries 8-K Report, Material Agreement (Nov 3, 2025)

PPG Industries, Inc. completed an offering on November 3, 2025 of $700,000,000 aggregate principal amount of 4.375% Notes due 2031. The Notes were issued under an indenture dated March 18, 2008 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a thirteenth supplemental indenture dated November 3, 2025. The indenture contains covenants limiting the company's ability to incur certain liens securing indebtedness and to engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of its assets. Upon a Change of Control Triggering Event, the company must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest. Under an underwriting agreement dated October 30, 2025 with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC as representatives, PPG agreed to sell the Notes at an issue price of 98.970% of principal, with underwriters offering them to the public at 99.570%. The offering was made under the company's Form S-3 registration statement (File No. 333-270106) and a prospectus supplement dated October 30, 2025. The company expects to use the net proceeds for general corporate purposes, which may include repaying existing indebtedness, working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, and funding possible acquisitions.

Nov 3, 2025 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 28, 2025)

PPG Industries, Inc. reported third quarter 2025 results in an earnings press release furnished as Exhibit 99 to this Form 8-K. Net sales were $4.1 billion ($4,082 million), up 1% from the prior year, with organic sales up 2% on higher sales volumes and prices. Reported EPS from continuing operations was $1.96, up 3% from $1.90, and adjusted EPS was $2.13, up 5% from $2.03. Management revised full-year 2025 adjusted EPS guidance to $7.60 to $7.70, citing softer global demand compared with earlier in the year and expected customer inventory management in automotive refinish coatings as the year ends. Segment results were mixed. Performance Coatings segment EBITDA fell 9% to $307 million, with the margin down 280 basis points, driven by lower automotive refinish volumes and growth-related investment in aerospace and protective and marine coatings. Industrial Coatings segment EBITDA rose 12% to $281 million on higher sales volumes, including automotive OEM volume growth. Global Architectural Coatings segment EBITDA was $213 million, up 2%. The company cited share repurchases of about $150 million in the quarter and $690 million year to date, and a net debt level of $5.4 billion at quarter end, including a €600 million debt maturity due in the fourth quarter of 2025. The filing also reports that cash and short-term investments totaled $1.9 billion at quarter end. Net income attributable to PPG in the quarter was $453 million, compared with $468 million a year earlier, including discontinued operations. Investors may focus on the guidance revision and the divergence between segment performance, particularly the Performance Coatings margin compression.

Oct 28, 2025 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Aug 11, 2025)

PPG Industries, Inc. filed an 8-K reporting a planned succession in its legal leadership. Anne M. Foulkes, Senior Vice President and General Counsel, announced on August 7, 2025 her intention to retire on August 31, 2026. Effective January 1, 2026, she will become Senior Vice President, Legal and Special Projects, to ensure a smooth transition of general counsel responsibilities and oversee certain projects for the company through August 31, 2026. On August 11, 2025, the company announced that Joseph R. Gette, currently Vice President, Deputy General Counsel and Secretary, will become Senior Vice President, General Counsel and Secretary effective January 1, 2026. In connection with her retirement, Ms. Foulkes will be eligible to receive a 2027 payment under the company's annual incentive plan for the full year of 2026, and her previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest in accordance with their terms. The filing describes a planned, multi-month transition rather than an unexpected departure. The company's press release, attached as Exhibit 99, states that Ms. Foulkes has served as general counsel since 2018 and has been with PPG for 30 years. Chairman and CEO Tim Knavish thanked her for her contributions and said she will remain part of the executive leadership team through August 2026.

Aug 11, 2025 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jul 29, 2025)

PPG Industries, Inc. reported second quarter 2025 net sales of $4.2 billion, down 1% year over year, as business divestitures reduced sales by 3%. Organic sales rose 2%, driven by sales volumes (+1%) and higher selling prices (+1%). Reported net income attributable to PPG was $450 million, or $1.98 per diluted share, compared with $493 million from continuing operations, or $2.09 per diluted share, in the prior-year quarter. Adjusted EPS was $2.22, versus $2.35 a year earlier. The company reported a segment margin of 17.7% and a segment EBITDA margin of 20.3%. Results were mixed across segments. Performance Coatings delivered record quarterly sales of $1.5 billion and segment income of $356 million, with organic sales up 6%. Industrial Coatings sales fell 5% to $1.7 billion, with flat volumes and lower selling prices from index-based contracts. Global Architectural Coatings sales declined 5% to $1.0 billion, and segment EBITDA fell 21%, reflecting currency translation, the Russia divestiture, and lower volumes. PPG reaffirmed its full-year 2025 adjusted EPS guidance of $7.75 to $8.05 and expects year-over-year EPS growth of a high single-digit percentage in the second half of the year. Share repurchases totaled approximately $150 million in the quarter and $540 million year to date. Net debt was $5.7 billion, up $479 million from the second quarter of 2024, and cash and short-term investments totaled $1.6 billion.

Jul 29, 2025 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 29, 2025)

PPG Industries, Inc. reported first quarter 2025 results in an earnings press release furnished as Exhibit 99. Net sales were $3.7 billion ($3,684 million), down 4% from the prior year, driven by unfavorable foreign currency translation of 3% and business divestitures of 2%, while organic sales rose 1% on higher sales volumes. Reported EPS from continuing operations was $1.64 (versus $1.71 a year earlier), and adjusted EPS was $1.72 (versus $1.87). Net income from continuing operations attributable to PPG was $375 million, compared with $405 million. Segment performance was mixed. Performance Coatings was the standout, with net sales up 7% to $1,265 million, 9% organic sales growth, and segment EBITDA up 8% to $307 million. Global Architectural Coatings net sales fell 11% to $857 million and segment EBITDA fell 25% to $144 million, reflecting currency and lower volumes in Latin America and Asia Pacific. Industrial Coatings net sales declined 8% to $1,562 million, with segment EBITDA down 13% to $263 million, mainly on currency and lower automotive OEM production. Capital allocation and balance sheet items were also notable. Share repurchases totaled approximately $400 million in the quarter, and net debt at quarter end was $5.4 billion, up $340 million year over year. Cash and short-term investments totaled $1.9 billion. PPG reaffirmed full-year 2025 adjusted EPS guidance of $7.75 to $8.05.

Apr 29, 2025 8-K

Shareholder Matters

PPG Industries 8-K Report, Shareholder Vote Results (Apr 23, 2025)

At its 2025 Annual Meeting of Shareholders held on April 17, 2025, PPG Industries, Inc. shareholders elected all ten director nominees to serve until the 2026 Annual Meeting. Each nominee received substantially more votes for than against, with Guillermo Novo receiving the most against votes (20,260,018) and Gary R. Heminger receiving 11,439,284 against votes among the nominees with the highest opposition. Shareholders also approved, on an advisory basis, the compensation of the company's named executive officers, with 169,801,948 votes for, 12,286,324 against, and 579,228 abstaining. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 was ratified, with 193,007,652 votes for, 2,892,958 against, and 214,337 abstaining. A shareholder proposal requesting shareholder approval of certain executive officer severance arrangements was not approved, receiving 10,375,593 votes for and 171,592,610 against, with 699,297 abstentions. As of the record date, 226,974,896 shares of common stock were issued and outstanding.

Apr 23, 2025 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Apr 21, 2025)

PPG Industries, Inc. filed an 8-K reporting that its Board of Directors elected Leon J. Topalian as a director on April 17, 2025, effective July 16, 2025. Mr. Topalian is Chair, President and Chief Executive Officer of Nucor Corporation. He will serve in the class of directors whose term expires at the 2026 Annual Meeting of Shareholders and will sit on the Audit Committee and the Sustainability and Innovation Committee. As an independent director, he will receive compensation consistent with the company's other non-employee independent directors, as described in the March 6, 2025 proxy statement. The filing also discloses commercial dealings between PPG and Nucor. In 2024, PPG sold approximately $3,167,000 of products and services to Nucor and purchased approximately $1,288,000 from Nucor. In the first fiscal quarter of 2025, PPG sold approximately $917,000 to Nucor and purchased approximately $246,000 from Nucor. The filing states these transactions were made in the ordinary course of business and were less than one percent of each company's consolidated gross revenues for fiscal year 2024 and for the first quarter of 2025. Mr. Topalian was not selected under any arrangement or understanding with another person or entity. The filing's Exhibit 99 is a press release dated April 21, 2025 announcing the board appointment. The release describes Mr. Topalian's career at Nucor, including his service as chair since 2022 and as president and chief executive officer since 2020. PPG describes itself as reporting net sales of $15.8 billion in 2024.

Apr 21, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

PPG Industries 8-K Report, Material Agreement (Mar 4, 2025)

PPG Industries, Inc. filed this Current Report on Form 8-K to disclose that on March 4, 2025 it completed an offering of €900,000,000 aggregate principal amount of 3.250% Notes due 2032. The Notes were sold under the Company's Form S-3 registration statement (File No. 333-270106) and a prospectus supplement dated February 26, 2025. The Company agreed to sell the Notes to the underwriters at an issue price of 99.022% of principal, with the underwriters offering them to the public at 99.422%, under an Underwriting Agreement dated February 26, 2025. The Notes were issued under an indenture dated March 18, 2008 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a first supplemental indenture of the same date and a twelfth supplemental indenture dated March 4, 2025. The indenture contains covenants limiting the Company's ability to incur certain liens securing indebtedness and to engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of its assets. Upon a Change of Control Triggering Event, the Company must offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest. The Notes may also be redeemed in whole, but not in part, at 100% of principal plus accrued interest upon certain changes in U.S. tax laws. The Company expects to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, repayment of existing indebtedness, or funding possible acquisitions. The filing also notes that the Company may issue additional debt from time to time under the Original Indenture.

Mar 4, 2025 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jan 31, 2025)

PPG Industries, Inc. reported fourth-quarter and full-year 2024 results on January 30, 2025, with the financials recast to show the architectural coatings U.S. and Canada business as discontinued operations. Fourth-quarter net sales from continuing operations were $3,729 million, down 5% from $3,912 million a year earlier. Reported diluted EPS from continuing operations was $0.01, versus $0.43 in the prior-year quarter, while adjusted EPS rose 3% to $1.61. Reported EPS was depressed by $1.21 per share of losses from discontinued operations, which includes a $285 million loss on the sale of the architectural coatings U.S. and Canada business, and by $314 million of business restructuring-related costs, net. For full-year 2024, net sales from continuing operations were $15,845 million, down 2%, and adjusted EPS was $7.87, up 6%. Adjusted EBITDA margin improved to 18.1% from 17.1%, and operating cash flow was $1,420 million. Management said organic sales declined a low single-digit percentage in both the fourth quarter and full year, with weakness in automotive OEM, industrial and European architectural coatings offsetting growth in aerospace, protective and marine, and traffic solutions. Management expects 2025 adjusted EPS of $7.75 to $8.05, and it anticipates a slow start, with first-quarter organic sales flat to slightly down and growth weighted toward the second half. PPG also plans to deploy about $400 million toward share repurchases in the first quarter of 2025. The company is expanding its segment reporting by creating a separate Global Architectural Coatings segment, while the Performance Coatings and Industrial Coatings segments will continue to be reported as before. The filing furnishes the earnings press release as Exhibit 99 under Item 2.02, and the information is not deemed filed for purposes of Section 18 of the Exchange Act. The company ended 2024 with cash and short-term investments of $1.4 billion and net debt of $4.5 billion.

Jan 31, 2025 8-K

Leadership Changes

PPG Industries 8-K Report, Executive Changes (Oct 24, 2024)

PPG Industries, Inc. (PPG) filed this Current Report on Form 8-K under Item 5.02, disclosing the retirement of Ramaprasad Vadlamannati as Senior Vice President, Operations. As previously reported, Mr. Vadlamannati stepped down from that role effective October 1, 2024. Under a Separation Agreement with the Company, Mr. Vadlamannati will remain actively employed through December 31, 2024, then be placed on an unpaid leave of absence from January 1, 2025 through December 31, 2025. He will receive a separation payment of $102,000, payable in three equal installments, and is eligible for an annual cash bonus in February 2025 for 2024 performance. His previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest according to their existing terms. The Company will also continue to provide financial counseling and specified tax preparation and tax consulting services to him.

Oct 24, 2024 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 16, 2024)

PPG Industries, Inc. furnished an earnings press release under Item 2.02 reporting third quarter 2024 results. Reported diluted EPS was $2.00, a record for a third quarter, and adjusted EPS was $2.13, up 3% from $2.07 a year earlier. Net sales were $4,575 million, down (1)% from $4,644 million, with organic sales flat year over year. Reported net income rose 10% to $468 million, while adjusted net income rose 1% to $500 million. Segment margins improved 60 basis points year over year, the eighth consecutive quarter of margin expansion. The two segments diverged. Performance Coatings net sales rose 1% to $2,921 million, sales volumes grew 2%, and segment income increased 13% to $513 million, with the segment margin reaching 17.6% versus 15.7%. Industrial Coatings net sales fell (6)% to $1,654 million and segment income fell (19)% to $199 million, as lower sales volumes and index-based price reductions weighed on results. Automotive OEM coatings organic sales declined by a double-digit percentage, and PPG cited weakening U.S. and European build rates late in the quarter. PPG repurchased about $200 million of stock in the quarter and about $500 million year to date, and it paid about $160 million in dividends in the quarter after a 5% dividend increase in July. Net debt was $5.2 billion, up $0.3 billion from a year earlier. Management maintained its full-year 2024 guidance, expecting flat organic sales and adjusted EPS at the low end of the $8.15 to $8.30 range. It also cited the pending closure of the silicas products business divestiture and a strategic review of the architectural coatings U.S. and Canada business.

Oct 16, 2024 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Sep 26, 2024)

PPG Industries, Inc. filed this Form 8-K under Item 5.02 to report that Ramaprasad (Ram) Vadlamannati, Senior Vice President, Operations, intends to retire. He will step down from that role effective October 1, 2024, and will remain with the Company through December 31, 2024. The Company issued a press release on September 24, 2024 announcing the retirement, attached as Exhibit 99. According to the attached press release, Kevin Braun, currently senior vice president of the industrial coatings segment, will become senior vice president, operations, effective October 1, 2024. Braun will report to Tim Knavish, PPG chairman and CEO, and serve on PPG's operating committee. The operations organization he will lead includes supply chain, operational excellence, manufacturing operations, procurement, and environment, health and safety functions. He will also keep executive oversight accountability for packaging coatings and specialty coatings and materials. The automotive OEM and industrial coatings businesses will transition to report directly to Knavish. The filing describes this as a leadership transition with no financial figures disclosed. Vadlamannati joined PPG with the 1999 acquisition of ICI Autocolor and has been with the company for 25 years. The press release describes PPG as having reported net sales of $18.2 billion in 2023.

Sep 26, 2024 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jul 18, 2024)

PPG Industries, Inc. reported second quarter 2024 results in a press release furnished as Exhibit 99 to this Form 8-K, dated July 18, 2024. The company reported net sales of $4,794 million, down from $4,872 million in the second quarter of 2023, with organic sales flat year over year. Reported net income attributable to PPG was $528 million, compared with $490 million a year earlier, and reported EPS was $2.24 versus $2.06. Adjusted EPS was $2.50 versus $2.25, and the company described these as record reported and adjusted EPS for the quarter. Segment margins improved 110 basis points year over year, which management described as the seventh consecutive quarter of margin improvement. Management highlighted share repurchases of approximately $150 million in the quarter and about $300 million year to date. At quarter end, cash and short-term investments totaled $1.2 billion and net debt was $5.2 billion, down $0.4 billion from the second quarter of 2023. Performance Coatings net sales were flat at $3,048 million, while Industrial Coatings net sales fell to $1,746 million from $1,831 million, driven by lower selling prices on index-based contracts and unfavorable currency translation. For the third quarter of 2024, PPG projected organic sales growth of flat to up low single digits and adjusted EPS of $2.10 to $2.20 per share. For full-year 2024, it projected organic sales growth of flat to up low single digits and adjusted EPS of $8.15 to $8.30 per share. The company also said strategic reviews of its architectural coatings U.S. and Canada business and its global silicas business were progressing.

Jul 18, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

PPG Industries 8-K Report, Bylaw Amendment (Apr 23, 2024)

PPG Industries, Inc. reported in this Form 8-K, filed April 23, 2024, that its shareholders approved two amendments to the Company's Articles of Incorporation at the 2024 Annual Meeting held April 18, 2024. Effective April 19, 2024, shareholders holding 25% or more of the votes that all shareholders would be entitled to cast at a meeting may call a special meeting of shareholders. In addition, officers are no longer personally liable for monetary damages for actions or failures to act as officers, except for breaches or failures of performance of duty occurring before April 19, 2024, to the fullest extent permitted by Pennsylvania law. At the meeting, Michael W. Lamach, Martin H. Richenhagen, Christopher N. Roberts III and Catherine R. Smith were elected as directors for terms expiring in 2025. Six continuing directors did not stand for re-election: Melanie L. Healey, Gary R. Heminger, Timothy M. Knavish, Kathleen A. Ligocki, Michael T. Nally and Guillermo Novo. All directors will stand for re-election at the 2025 annual meeting under the Articles of Incorporation. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024. The filing reports 235,361,146 shares of common stock issued and outstanding as of the record date. The governance changes and vote results are the principal items for investors, and the filing includes the Articles of Amendment as Exhibit 3.1.

Apr 23, 2024 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Apr 22, 2024)

PPG Industries, Inc. filed this Form 8-K on April 22, 2024 to report that its Board of Directors elected Kathy L. Fortmann as a director, effective July 17, 2024. Ms. Fortmann will serve in the class of directors whose term expires at the 2025 Annual Meeting of Shareholders, and the Board appointed her to the Audit Committee and the Sustainability and Innovation Committee. The filing states she is an independent director entitled to compensation consistent with the company's other independent non-employee directors, as described in the proxy statement filed March 7, 2024, and that she was not selected pursuant to any arrangement or understanding with any other person. The filing attaches a press release dated April 22, 2024 that describes Ms. Fortmann's background. It states she most recently served from 2021 to 2023 as Chief Executive Officer of ACOMO N.V., previously held roles at International Flavors & Fragrances Inc. (2020 to 2021), FrieslandCampina (2017 to 2019) and Cargill, Incorporated (2005 to 2017), and began her career at E.I. DuPont de Nemours, Inc. (1989 to 2005). She currently serves as a director of FMC Corporation. Michael W. Lamach, lead independent director, and Timothy M. Knavish, chairman and chief executive officer, both commented on the appointment, with Knavish citing her experience leading businesses in Europe and growing sustainability-focused businesses. The press release also states PPG reported net sales of $18.2 billion in 2023 and operates in more than 70 countries. The filing does not report financial results for the period or any change to guidance.

Apr 22, 2024 8-K

Other EventsExhibits & Filings

PPG Industries 8-K Report, Corporate Update (Apr 18, 2024)

PPG Industries, Inc. filed a Form 8-K on April 18, 2024 to report that its board of directors authorized a new share repurchase program of $2.5 billion of outstanding common stock. The authorization is effective immediately and does not expire, and it gives management discretion over the conditions under which shares are purchased. The filing states that the program is in addition to the company's existing repurchase authorization, approved in December 2017, which had approximately $860 million remaining as of March 31, 2024. According to the filing, repurchases may be made in the open market or in privately negotiated transactions, in accordance with applicable securities laws. The company notes that repurchases may commence or cease without prior notice depending on economic and equity market conditions, the magnitude of other cash uses (including the pace and timing of acquisitions), and other factors. Taken together, the authorizations represent a substantial capacity for buybacks, with roughly $3.36 billion available if the existing remaining balance is combined with the new program, though actual timing and volume remain at management's discretion. The press release describes PPG as a paints, coatings and specialty materials company headquartered in Pittsburgh, operating in more than 70 countries, with net sales of $18.2 billion in 2023. Serving construction, consumer products, industrial and transportation markets, PPG's announcement is primarily a capital allocation update for investors.

Apr 18, 2024 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 18, 2024)

PPG Industries, Inc. reported first quarter 2024 results in an earnings press release (Exhibit 99) dated April 18, 2024. Reported net sales were $4,311 million, down 2% from $4,380 million in the prior-year quarter, and organic sales declined 2% (down 1% excluding a prior-year large customer load-in). Reported net income attributable to PPG rose to $400 million from $264 million, and diluted EPS was $1.69 versus $1.11. Adjusted EPS was $1.86 versus $1.82, up 2%, which the company described as its fifth consecutive quarter of year-over-year adjusted EPS growth. Segment margins improved 60 basis points year over year, the sixth consecutive quarter of margin expansion. By segment, Performance Coatings net sales were $2,614 million (down 1%) with segment income of $402 million (up 2%), while Industrial Coatings net sales were $1,697 million (down 3%) with segment income of $249 million (up 4%). Cash and short-term investments totaled $1.2 billion at quarter end, and net debt was $5.0 billion, down $0.8 billion from the first quarter 2023. Cash used for operating activities was $60 million compared with $85 million provided in the prior-year quarter, and capital expenditures rose to $256 million from $120 million. The company completed approximately $150 million of share repurchases in the quarter. For 2024, PPG guided to second-quarter adjusted EPS of $2.42 to $2.52 per share and full-year adjusted EPS of $8.34 to $8.59 per share, with organic sales growth of up low single digits for both periods. The company also said it is executing strategic reviews of its U.S. and Canada architectural coatings business and its global silicas products business, with a path forward targeted for each no later than the third quarter.

Apr 18, 2024 8-K

Corporate ChangesExhibits & Filings

PPG Industries 8-K Report, Bylaw Amendment (Jan 22, 2024)

PPG Industries, Inc. filed this Current Report on Form 8-K on January 22, 2024 to disclose amendments to its Amended and Restated Bylaws, which the Board of Directors approved on January 18, 2024, effective immediately. The filing reports governance and procedural changes only; it does not report financial results, financial statements, or any transaction. The main shareholder-related change is new language referencing a right of shareholders to call a special meeting. That language becomes effective only if shareholders approve a related amendment to PPG's Articles of Incorporation at the Company's 2024 Annual Meeting of Shareholders, under which holders of a combined 25 percent of outstanding voting power could call a special meeting. Other bylaw changes allow notice of adjournment of a virtual shareholder meeting to be given by filing with the Securities and Exchange Commission when it cannot be given during the meeting, and limit the required list of registered shareholders to be provided to the judges of election rather than to all shareholders in attendance. The Board also clarified the authority of appointed Vice Presidents to sign certain enumerated documents, and revised Section 8.4 to conform to recent Pennsylvania Business Corporation Law amendments and to require that claims under the Securities Act of 1933 be brought only in federal court. The filing notes various conforming, technical and non-substantive changes. The complete bylaws are attached as Exhibit 3.1.

Jan 22, 2024 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Jan 19, 2024)

PPG Industries, Inc. (NYSE: PPG) filed this Form 8-K on January 19, 2024 to report that director Stephen F. Angel informed the Board on January 18, 2024 that he plans to retire, effective at the conclusion of the Board's February 15, 2024 meeting. The filing states that Angel's decision was not due to any disagreement with the Company. Until his retirement, he will continue to serve as a director and as a member of the Nominating and Governance Committee and the Human Capital Management and Compensation Committee. The filing's only substantive disclosure is this board departure, which is a governance event rather than a financial or operational one. The accompanying press release (Exhibit 99) quotes Chairman and CEO Tim Knavish thanking Angel for more than 13 years of board service and for his mentorship, including during Knavish's CEO transition. The release also notes that Angel chairs the Management Development and Compensation Committee at GE and will chair the GE Vernova board after its planned spin-off from GE. The filing contains no financial results, guidance, or other financial statements. For investors, the main takeaway is a planned board transition with no stated disagreement and no change in PPG's reported business profile, which the press release describes as $18.2 billion in 2023 net sales.

Jan 19, 2024 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jan 18, 2024)

PPG Industries, Inc. (NYSE: PPG) reported fourth-quarter and full-year 2023 results in an earnings press release furnished under Item 2.02. Fourth-quarter net sales were $4,350 million, up 4% year over year, with organic sales growth of 1%. Reported EPS was $0.38, compared with $1.01 a year earlier, and adjusted EPS was $1.53, up 25%. Reported results were weighed down by a $160 million non-cash goodwill impairment for the Traffic Solutions business, which equated to $0.67 per share. Full-year 2023 net sales were $18,246 million, up 3%, and reported EPS was $5.35 against adjusted EPS of $7.67, which the company described as a record. Full-year 2023 cash from operating activities from continuing operations was $2,411 million, compared with $963 million in 2022. Capital expenditures were $549 million and dividends paid were $598 million. Net debt at year-end was $4.5 billion. The company repurchased $100 million of stock in the fourth quarter and had about $1 billion remaining under its current repurchase authorization. Segment margins improved, with Performance Coatings segment income up 19% and Industrial Coatings segment income up 48% in the fourth quarter. For 2024, PPG guided first-quarter adjusted EPS to $1.80 to $1.87 per share and full-year adjusted EPS to $8.34 to $8.59 per share. The first-quarter effective tax rate is expected to be 24.0% to 25.0%. Management cited continued demand improvement in China, stabilization in Europe, growth in Mexico and aerospace, and subdued U.S. economic conditions in the first half of 2024.

Jan 18, 2024 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 18, 2023)

PPG Industries, Inc. reported third quarter 2023 results with record third-quarter net sales of $4,644 million, up 4% year over year, and reported net income attributable to PPG of $426 million, or $1.79 per diluted share, versus $329 million, or $1.39, a year earlier. Adjusted EPS was a record $2.07, compared with $1.66 in the prior-year quarter. Both operating segments delivered at least 25% earnings growth, and segment margin improved 260 basis points year over year. Performance Coatings segment income rose 25% on $2,880 million of net sales, while Industrial Coatings segment income rose 28% on flat net sales of $1,764 million, with lower sales volumes offset by higher selling prices. Cash flow and balance sheet metrics also improved. Cash from operating activities for the nine months ended September 30, 2023 was $1,513 million, versus $376 million a year earlier. Net debt was $4.9 billion, about $800 million lower than the prior-year third quarter. Management noted that demand in Europe and China is at or nearing trough levels and may present growth opportunities in 2024, but expects soft global macroeconomic conditions to persist in the fourth quarter. PPG raised its full-year 2023 adjusted EPS guidance to $7.58 to $7.64 per share and guided fourth-quarter adjusted EPS to $1.44 to $1.50 per share, with total organic sales expected to be up or down a low single-digit percent. The reported and adjusted effective tax rates for the quarter were 21.7% and 19.5%, respectively, with the lower adjusted rate contributing $0.10 to adjusted EPS versus company guidance.

Oct 18, 2023 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Sep 26, 2023)

PPG Industries, Inc. (NYSE: PPG) reported in this Form 8-K filed September 26, 2023 that its Board of Directors unanimously elected President and CEO Timothy M. Knavish as Chairman and Chief Executive Officer, effective October 1, 2023. Michael H. McGarry, who had served as Executive Chairman, will retire as Executive Chairman and as a director on the same date. The filing describes Knavish as having become President and CEO on January 1, 2023, after serving as Chief Operating Officer from March 1, 2022 through December 31, 2022, and as a director since October 20, 2022. The Board stated that combining the roles is intended to enhance alignment between PPG management and the Board in implementing the company's enterprise growth strategy. Separately, Hugh Grant, independent lead director and Chair of the Nominating and Governance Committee, informed the Board that he will end his tenure as Chair and as independent lead director effective October 1, 2023, and retire from the Board effective December 31, 2023. The filing states that his decision was not due to any disagreement with the Company. Michael W. Lamach, a director since 2015, was elected to succeed Grant in both roles effective October 1, 2023. For investors, the filing is primarily a governance and leadership transition update. It contains no financial results, guidance, or transaction terms. The attached press releases (Exhibits 99.1 and 99.2) provide the announcement details, and the filing identifies PPG's reported 2022 net sales of $17.7 billion.

Sep 26, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

PPG Industries 8-K Report, Material Agreement (Jul 31, 2023)

PPG Industries, Inc. reported in this Form 8-K filed July 31, 2023 that on July 27, 2023 it amended and restated its Five Year Credit Agreement, which amends and restates the company's existing Amended and Restated Five Year Credit Agreement dated as of August 30, 2019. The new agreement provides a $2.3 billion unsecured revolving credit facility, with an option to increase the facility by up to an additional $750 million subject to lender commitments and other conditions. The agreement matures on July 27, 2028, and the company may request two one-year extensions, subject to lender approval. Borrowings may be made in U.S. Dollars or Euros. U.S. Dollar loans bear interest at either a Base Rate option or Term SOFR plus 0.10%, in each case plus a margin tied to the company's credit rating, with margins ranging from 0.750% to 1.250% per annum. Euro loans bear interest at EURIBOR plus a rating-based margin in the same range. The commitment fee on unused amounts ranges from 0.060% to 0.125% per annum depending on the credit rating. The agreement includes customary covenants limiting liens, sale and leaseback transactions, and consolidations, mergers, or transfers of substantially all assets. It requires a ratio of Total Indebtedness to Total Capitalization of 60% or less, which rises to 65% for any fiscal quarter in which the company makes an acquisition for consideration above $1 billion and for the following five fiscal quarters. The company may also designate certain subsidiaries as borrowers, in which case it must guarantee their obligations.

Jul 31, 2023 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Jul 24, 2023)

PPG Industries, Inc. filed this Form 8-K to report that its Board of Directors elected Christopher N. Roberts III as a director, effective October 18, 2023, with the election made on July 20, 2023. Roberts, Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc., will serve in the class of directors whose term expires at the 2024 Annual Meeting of Shareholders and has been appointed to the Audit Committee and the Sustainability and Innovation Committee. As an independent director, he will receive compensation consistent with PPG's other non-employee independent directors, as described in the March 9, 2023 proxy statement. The filing discloses that PPG purchased approximately $1,306,000 of products and services from Ecolab in 2022 and approximately $515,000 in the first half of 2023. The company states these purchases were made in the ordinary course of business and amount to less than one percent of each company's consolidated gross revenues for fiscal year 2022 and the first half of 2023. The filing also states Roberts was not selected pursuant to any arrangement or understanding with another person or entity. The filing attaches Exhibit 99, a press release dated July 24, 2023, announcing the board appointment. That release notes Roberts has led his Ecolab role since November 2020, previously held leadership positions at Land O'Lakes and Cargill, and that PPG reported net sales of $17.7 billion in 2022.

Jul 24, 2023 8-K/A

Shareholder Matters

PPG Industries 8-K/A Report, Shareholder Vote Results (Jul 24, 2023)

PPG Industries, Inc. filed Amendment No. 1 to its Current Report on Form 8-K to disclose its decision on how often to hold future shareholder advisory votes on executive compensation. The amendment supplements the Original 8-K filed on April 21, 2023, which reported the results of the matters voted on at the Company's 2023 Annual Meeting of Shareholders held on April 20, 2023. The amendment states that its sole purpose is to report this decision and that it does not modify any other disclosure in the Original 8-K. At the Annual Meeting, a non-binding advisory vote was taken on the frequency of future Say-on-Pay votes, which are advisory votes on the compensation of the Company's named executive officers. Consistent with the recommendation of the Board of Directors, shareholders cast the highest number of votes in favor of holding these votes on an annual basis. On July 20, 2023, after considering the voting results and other factors, the Board of Directors determined that the Company will continue to hold Say-on-Pay votes annually. That practice will remain in place until the next shareholder advisory vote on frequency or until the Board determines that a different frequency is in the best interests of the Company.

Jul 24, 2023 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jul 20, 2023)

PPG Industries, Inc. reported record second-quarter 2023 results, with net sales of $4,872 million (up 4% year over year from $4,691 million) and record quarterly diluted EPS of $2.06 (versus $1.86). Adjusted EPS was $2.25, compared with $1.81 in the prior-year quarter. Net income from continuing operations was $490 million, versus $443 million a year earlier. The company cited higher selling prices and moderating input costs, which more than offset lower sales volumes. Segment income rose in both reportable segments: Performance Coatings reached $537 million (up 20%) and Industrial Coatings reached $250 million (up 60%). Management said segment margins improved by 330 basis points year over year, and year-to-date operating cash flow was $621 million compared with a $136 million use of cash in the prior-year period. PPG raised its full-year 2023 adjusted EPS guidance to $7.28 to $7.48 per share and projected third-quarter adjusted EPS of $1.85 to $1.95 with total organic sales up a low single-digit percentage year over year. Management expects continued tepid global industrial production and some slowing in U.S. architectural residential repaint, partly offset by strength in aerospace and automotive OEM coatings. The third-quarter effective tax rate is expected to be between 23% and 24%, which management said would reduce adjusted third-quarter EPS by approximately $0.07 to $0.09 year over year. Net debt was $5.6 billion at quarter end, about $500 million lower than a year earlier. The filing furnishes the earnings press release under Item 2.02 and Exhibit 99 and is not deemed filed under Section 18 of the Exchange Act. Management will hold a conference call on July 21, 2023 to discuss the results.

Jul 20, 2023 8-K

Regulation FDExhibits & Filings

PPG Industries 8-K Report, Regulation FD Disclosure (May 24, 2023)

PPG Industries, Inc. furnished a press release dated May 24, 2023 (Exhibit 99) under Item 7.01 (Regulation FD Disclosure) announcing its growth framework, called Purposeful, Profitable Growth, and related financial expectations and sustainability goals. The framework rests on four elements: focusing investment on leading positions within advantaged areas, partnering with customers for industry-leading innovation, modernizing, simplifying and digitizing operations, and delivering consistent high cash conversion with disciplined capital allocation. The company set expectations of annual organic sales growth of 2% to 4%, annual adjusted EPS growth of 8% to 12% through 2026 (compared to a 2023 baseline), and free cash flow of approximately $1 billion per year. Management also stated it will focus on returning cash to shareholders, including through increased annual dividends. The company described adjusted EPS and free cash flow as non-GAAP measures and said it cannot reconcile the targeted 2024-2026 figures to GAAP measures without unreasonable effort. PPG also announced 2030 ESG targets: 50% of sales from sustainably advantaged products, a 50% reduction in scope 1 and 2 greenhouse gas emissions relative to 2019, and a 30% reduction in scope 3 emissions relative to 2019. It said the decarbonization targets were validated by the Science-Based Targets initiative (SBTi). The details are to be published in an ESG report scheduled for May 31.

May 24, 2023 8-K

Shareholder Matters

PPG Industries 8-K Report, Shareholder Vote Results (Apr 21, 2023)

At its 2023 Annual Meeting of Shareholders, PPG Industries, Inc. shareholders elected all five director nominees to terms expiring in 2025: Stephen F. Angel, Hugh Grant, Melanie L. Healey, Timothy M. Knavish and Guillermo Novo. Grant's vote was the lowest of the five at 150,603,788 for and 37,634,639 against, while Healey received the most support at 181,738,597 for and 6,538,069 against. The filing states that seven continuing directors did not stand for re-election at this meeting: Michael W. Lamach, Martin H. Richenhagen and Catherine R. Smith (terms expiring 2024), and Gary R. Heminger, Kathleen A. Ligocki, Michael H. McGarry and Michael T. Nally (terms expiring 2025). Shareholders approved the advisory vote on named executive officer compensation, with 174,601,704 votes for, 13,188,479 against and 954,954 abstaining. On the frequency of future advisory compensation votes, 185,414,387 shareholders recommended an annual vote, compared with 482,337 for two years and 2,204,313 for three years. Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, with 203,563,171 votes for and 909,972 against. A shareholder proposal to adopt a policy requiring an independent board chair was not approved, receiving 74,806,861 votes for and 113,106,759 against, with 831,509 abstaining. The filing reports 235,357,983 shares of common stock issued and outstanding as of the record date.

Apr 21, 2023 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 20, 2023)

PPG Industries, Inc. (NYSE: PPG) furnished an earnings press release under Item 2.02 reporting first quarter 2023 results. Net sales were $4,380 million, compared with $4,308 million in the first quarter of 2022, a 2% increase. Reported net income attributable to PPG was $264 million, versus $18 million a year earlier, and reported diluted EPS was $1.11 versus $0.08. Adjusted EPS was $1.82, up 33% from $1.37. The results were driven by higher selling prices (+8% at the consolidated level), partly offset by lower sales volumes (-3%). The reported quarter includes a non-cash pension settlement charge of $190 million (EPS impact of $0.61 after adjustment) from transferring certain U.S. retiree pension obligations to insurance companies. Operating performance improved across both segments. Performance Coatings segment income rose 24% to $395 million, with segment margin of 15.0% versus 12.4%. Industrial Coatings segment income rose 71% to $240 million, with segment margin of 13.7% versus 8.1%. Operating cash flow was $85 million, compared with a use of $304 million in the prior-year quarter. Net debt was $5.8 billion, about $300 million lower than a year earlier. For the second quarter of 2023, PPG guided to reported EPS of $1.92 to $2.02 and adjusted EPS of $2.05 to $2.15. For full year 2023, adjusted EPS guidance is $6.95 to $7.25, with the midpoint projecting 10% year-over-year earnings growth in the second half. Management cited continued margin recovery, restructuring savings, and acquisition synergies as drivers, while flagging macroeconomic uncertainty from geopolitical issues in Europe and higher interest rates.

Apr 20, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

PPG Industries 8-K Report, Material Agreement (Apr 18, 2023)

PPG Industries, Inc. filed this Form 8-K to disclose that on April 12, 2023, it entered into a €500,000,000 Term Loan Credit Agreement with Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative agent, and the lenders party thereto. On the same day, the Company borrowed the full €500,000,000 under the facility. Loans bear interest at the Eurocurrency Rate plus a margin of 0.79%, and the agreement allows the Company to increase its size by up to €250,000,000, subject to lender commitments and other conditions. The facility matures and all amounts outstanding become payable on April 10, 2026. The Company expects to use the borrowings for general corporate purposes, which may include repaying outstanding debt. The agreement contains customary restrictions on liens, sale and leaseback transactions, and consolidations, mergers, or transfers of substantially all assets. It requires a ratio of Total Indebtedness to Total Capitalization of 60% or less, rising to a maximum of 65% for any fiscal quarter in which the Company completes an acquisition for consideration above $1,000,000,000 and the five fiscal quarters that follow. Customary events of default include a change in control and specified bankruptcy and insolvency events. The filing is brief and reports the transaction under Items 1.01 and 2.03. The full credit agreement is filed as Exhibit 10.1, and the filing describes it as incorporated by reference, so investors seeking complete terms should consult that exhibit.

Apr 18, 2023 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Apr 3, 2023)

PPG Industries, Inc. (NYSE: PPG) furnished a press release dated April 3, 2023 under Item 2.02 (Results of Operations and Financial Condition) with a preliminary update on its first quarter 2023 results. The company expects first quarter 2023 adjusted earnings per diluted share of between $1.52 and $1.58, which exceeds its previously communicated guidance of $1.10 to $1.20. Management attributed the stronger outlook to an accelerated operating margin recovery, driven by higher sales volumes and additional selling price capture, with particular strength in the aerospace and automotive original equipment manufacturer coatings businesses. The company also disclosed that in March 2023 it purchased group annuity contracts transferring pension benefit obligations for certain U.S. retirees to third-party insurers. This produced an estimated non-cash pension settlement charge of approximately $191 million, or $0.61 per share, which is excluded from the adjusted EPS figure. The reconciliation shows expected reported EPS of $0.80 to $0.86 after this and other items, including acquisition-related amortization of $0.13 per share and a $0.03 per share insurance recovery related to a 2020 hurricane. PPG will release detailed first quarter 2023 results and full-year 2023 guidance on April 20, 2023, after U.S. markets close, with an earnings teleconference on April 21, 2023 at 8 a.m. ET.

Apr 3, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

PPG Industries 8-K Report, Material Agreement (Mar 27, 2023)

PPG Industries, Inc. filed this Form 8-K to report that on March 23, 2023, it entered into Amendment No. 1 to its Amended and Restated Five Year Credit Agreement, dated August 30, 2019, and Amendment No. 1 to its $2,000,000,000 Term Loan Credit Agreement, dated February 19, 2021. Both amendments were filed as Exhibits 10.1 and 10.2 and are incorporated by reference. The amendments change the reference interest rate option under both credit agreements from a LIBOR-based rate to a rate based on Term SOFR. The filing states that the other material terms of both credit agreements remain unchanged. The filing does not disclose any changes to borrowing capacity, pricing, or maturity. For investors, the filing is a administrative update to the company's existing financing arrangements, reflecting the transition away from LIBOR as a benchmark rate. The Item 2.03 disclosure confirms the amended agreements are direct financial obligations of the company, with the description of the amendments incorporated by reference.

Mar 27, 2023 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jan 19, 2023)

PPG Industries, Inc. furnished an earnings press release (Exhibit 99) dated January 19, 2023 reporting fourth-quarter and full-year 2022 results. Fourth-quarter net sales were $4,185 million versus $4,190 million a year earlier, with reported EPS from continuing operations of $1.01 (versus $1.12) and adjusted EPS of $1.22 (versus $1.26). Full-year 2022 net sales were $17,652 million (versus $16,802 million), and reported EPS from continuing operations was $4.33 (versus $5.93), with adjusted EPS of $6.05 (versus $6.77). The company attributed the earnings decline to raw material cost inflation, lower sales volumes, unfavorable currency translation and higher manufacturing costs, partly offset by higher selling prices and restructuring savings. At year end, cash and short-term investments totaled nearly $1.2 billion and net debt was $5.7 billion, comparable to the prior year. Full-year 2022 dividends paid were $570 million, capital expenditures were about $520 million, and about $1 billion remained on the share repurchase authorization. For the first quarter of 2023, PPG guided to aggregate sales volumes down a mid-single-digit percentage year over year, reported EPS of $0.95 to $1.05, and adjusted EPS of $1.10 to $1.20. Management also cited expected catalysts later in the year, including aerospace demand recovery, moderating raw material costs and a China recovery.

Jan 19, 2023 8-K

Corporate ChangesExhibits & Filings

PPG Industries 8-K Report, Bylaw Amendment (Oct 25, 2022)

PPG Industries, Inc. filed a Form 8-K on October 25, 2022 to report an amendment and restatement of its Amended and Restated Bylaws, approved by the Board of Directors on October 20, 2022 and effective immediately. The filing discloses no financial results, financial statement figures, or dollar amounts. The principal change updates the procedures and disclosure requirements for shareholders nominating director candidates at shareholder meetings. Amended Article I requires additional information in nomination notices and addresses the U.S. Securities and Exchange Commission's universal proxy card rules under Rule 14a-19 of the Securities Exchange Act of 1934. Nominating shareholders must comply with those rules, and a shareholder nominee's director candidates will be disregarded by the Company if the nominating shareholder fails to provide evidence of compliance. The amendments also address the color of proxy cards reserved for Company use, along with various conforming, technical and non-substantive changes. The filing is largely governance-focused. Its main relevance for investors is that it sets more formal requirements for shareholder director nominations, which may affect how shareholders can propose board candidates in a contested election. The full text of the amended bylaws is filed as Exhibit 3.1.

Oct 25, 2022 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 19, 2022)

PPG Industries, Inc. (PPG) reported third quarter 2022 results on October 19, 2022, with record third quarter net sales of $4,468 million, up 2% year over year from $4,372 million. Higher selling prices (up 12%) offset lower sales volumes (down 3%), divestiture and Russia wind-down impacts (down 1%), and unfavorable foreign currency translation (down 6%). Net income attributable to PPG was $329 million, down from $344 million, and diluted EPS was $1.39 versus $1.43. Adjusted EPS was $1.66 versus $1.69 a year earlier. Segment results were mixed. Performance Coatings net sales fell 2% to $2,705 million and segment income dropped 11% to $362 million, while Industrial Coatings net sales rose 9% to $1,763 million and segment income increased 37% to $192 million. Management cited softening demand in Europe and China, weaker architectural DIY demand, and raw material cost inflation of nearly 40% on a two-year stack. Net debt was $5.7 billion at quarter end, about $400 million lower than at the end of the second quarter 2022. For the fourth quarter 2022, PPG guided to aggregate sales volumes down a mid-single-digit percentage year over year, reported EPS of $0.90 to $1.05, and adjusted EPS of $1.05 to $1.20. The company also launched an additional cost restructuring program targeting $70 million of annualized savings, and expects year-over-year segment operating margins to improve in the fourth quarter and into 2023.

Oct 19, 2022 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Oct 19, 2022)

PPG Industries, Inc. announced on October 19, 2022 that its Board of Directors elected Timothy M. Knavish as President and Chief Executive Officer and Michael H. McGarry as Executive Chairman, both effective January 1, 2023. Knavish, currently Chief Operating Officer (a role he has held since March 1, 2022), will also join the Board as a director effective October 20, 2022. McGarry, who has served as Chairman and CEO since September 2016, informed the Board he intends to retire as Executive Chairman and as a director effective October 1, 2023. The filing sets out Knavish's compensation under the new role: an annual salary increase to $1,200,000, a target cash bonus under the Incentive Compensation Plan of $1,740,000, and a grant on January 1, 2023 under the Amended and Restated Omnibus Incentive Plan with an aggregate grant-date value of $7,500,000, split equally among stock options, performance-based restricted stock units and total shareholder return contingent shares. Knavish will receive no compensation for his board service. McGarry will receive a time-based restricted stock unit grant with an aggregate grant-date value of $5,000,000 in connection with his transition, which vests upon retirement if his retirement date is on or after July 1, 2023. The filing states that the board did not appoint Knavish to any committees because of his executive position. A press release announcing the leadership changes is furnished as Exhibit 99. In that release, the company describes Knavish as having joined PPG in 1987, and reports 2021 net sales of $16.8 billion.

Oct 19, 2022 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Oct 11, 2022)

PPG Industries, Inc. furnished an 8-K on October 11, 2022 (press release dated October 10, 2022) providing a preliminary update on third quarter 2022 results. The company expects third quarter 2022 adjusted earnings per diluted share to be between 5% and 7% below the low end of its previously forecast range of $1.75 to $2.00. The shortfall reflects further softening demand in Europe and a lower-than-expected sequential demand recovery in China, which resumed certain pandemic-related restrictions. Sales volume declines were most pronounced in September, reducing the earnings benefit from higher selling prices and manufacturing efficiencies. For the fourth quarter, PPG expects softer demand to continue, along with higher unfavorable foreign currency translation. Raw material cost inflation remains historically elevated but has begun to moderate in some regions. The company expects selling prices to rise between 10% and 12% versus the prior-year fourth quarter, and it anticipates fourth-quarter year-over-year segment earnings growth of near 20%, with segment margin recovery accelerating. The company will report full third quarter results and fourth quarter guidance on October 19, 2022. The filing is largely a forward-looking earnings warning. Investors should note that the fourth quarter outlook depends on demand conditions in Europe and China, currency movements, and the pace of margin recovery. The release also notes the company's 2021 reported fourth quarter EPS of $1.12 and adjusted EPS of $1.26, which included a $0.20 tax benefit not expected to recur.

Oct 11, 2022 8-K

Leadership ChangesExhibits & Filings

PPG Industries 8-K Report, Executive Changes (Sep 1, 2022)

PPG Industries, Inc. filed this Form 8-K on September 1, 2022 to report an executive leadership change. Rebecca B. Liebert, Executive Vice President, informed the company on August 30, 2022 of her intention to leave to explore an external opportunity, effective September 16, 2022. The filing states that her new global executive opportunity will be announced soon. The filing describes Liebert's background at PPG. She joined in June 2018 as senior vice president, automotive coatings, and was named executive vice president in late 2019, with responsibility for the global industrial coatings businesses and industrial segment manufacturing, which included resin production. Her responsibilities also included the Latin America and Asia Pacific regions, global procurement, and mobility initiatives at various points. Chairman and CEO Michael McGarry thanked her for her contributions and described her as a trusted advisor. The filing reports no financial results, guidance, or financial impact. Under the filing's own description, the principal investor-relevant item is the planned departure of a senior executive, with the company reporting net sales of $16.8 billion in 2021 as background context in the press release.

Sep 1, 2022 8-K

Earnings & ResultsExhibits & Filings

PPG Industries 8-K Report, Financial Results (Jul 21, 2022)

PPG Industries, Inc. furnished an earnings press release dated July 21, 2022 under Item 2.02, reporting second quarter 2022 results. Record second quarter net sales were $4.69 billion (reported as $4,691 million), up 8% from the prior year, with organic sales growth of 8% driven by higher selling prices. Reported EPS from continuing operations was $1.86, up 3% from $1.80, while adjusted EPS was $1.81, down 7% from $1.94. The filing states that net sales growth included higher selling prices (+12%), lower sales volumes (-4%), acquisition-related sales (+4%) and unfavorable foreign currency translation (-4%). Management said raw material costs were up about 20% year over year, and that energy and transportation costs remained elevated. By segment, Performance Coatings net sales rose 7% to $2.93 billion, but segment income fell 2% to $446 million, with the segment income margin declining to 15.2% from 16.5%. Industrial Coatings net sales rose 9% to $1.76 billion, while segment income fell 18% to $156 million, with the margin at 8.9% versus 11.8% a year earlier. At quarter end, net debt was $6.1 billion, and the company repurchased $135 million of shares. The filing states that management expects sequential operating margin improvement to continue in the third quarter and that adjusted earnings will increase year over year. For the third quarter, PPG guided to reported EPS of $1.60 to $1.85 and adjusted EPS of $1.75 to $2.00, with aggregate sales volumes flat to down a low-single-digit percentage year over year. The filing also reports that the company recorded impairment and other related charges in the first quarter of 2022 associated with the wind down of its Russia operations, and released a portion of those reserves in the second quarter, producing a $60 million net impairment income item for the quarter. Second quarter reported net income attributable to PPG was $441 million, compared with $431 million a year earlier.

Jul 21, 2022 8-K

Other Events

PPG Industries 8-K Report, Corporate Update (Jul 15, 2022)

PPG Industries, Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose the unexpected passing of Steven A. Davis, a member of the Company's Board of Directors, on July 10, 2022. The filing reports that the Company issued a statement on July 11, 2022 from Michael H. McGarry, Chairman and Chief Executive Officer, and states that Mr. Davis had served as a director since 2019. The statement describes Mr. Davis as a respected and trusted Board member whose expertise and leadership had a dynamic impact on the organization. It also notes his involvement with the Black Employee Network and other employee resource networks, along with his participation in employee events and global webcasts, and his efforts to help others grow and succeed. The filing extends condolences to his wife Lynnda and their three daughters. The filing does not report any financial results, guidance, or business transactions. Its investor relevance is limited to a board vacancy and the governance change that may follow.

Jul 15, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

PPG Industries 8-K Report, Material Agreement (May 25, 2022)

On May 25, 2022, PPG Industries, Inc. completed an offering of two series of euro-denominated senior notes: €300,000,000 aggregate principal amount of 1.875% Notes Due 2025 and €700,000,000 aggregate principal amount of 2.750% Notes Due 2029. The notes were offered under Post-Effective Amendment No. 2 to the company's Form S-3 registration statement (File No. 333-232895) and a prospectus supplement dated May 18, 2022. The notes were issued under the company's 2008 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Eleventh Supplemental Indenture dated May 25, 2022. The indenture limits the company's ability to incur certain liens securing indebtedness and to engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of its assets. Upon a Change of Control Triggering Event, the company must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest. The company expects to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, repayment of existing indebtedness, or funding possible acquisitions. The filing also reports the related exhibits, including the Eleventh Supplemental Indenture, forms of the notes, and an opinion of K&L Gates LLP on the validity of the notes. The filing does not state the aggregate net proceeds or the interest payment schedule, and it does not describe the company's broader financial condition.

May 25, 2022

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