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美國

證券交易委員會

華盛頓特區20549

  –––––––––––––––––––––––––––––––––––––––––––––––––

表格 10-Q

  –––––––––––––––––––––––––––––––––––––––––––––––––

☑    根據1934年證券交易法第13或15(d)節的季度報告

截止季度結束日期：2024年9月30日

或者

☐    根據1934年證券交易法第13或15(d)節的轉型報告書

在 _______ 至 _______ 的過渡期間

佣金文件號 1-1687

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

PPG工業公司.

(根據其章程規定的註冊人準確名稱)

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

25-0730780

（納稅人識別號碼）

賓夕法尼亞州

（註冊地或其他組織機構的州或其他轄區）

One PPG Place, 匹茲堡, 賓夕法尼亞州

(主要領導機構的地址)

15272

(郵政編碼)

(412) 434-3131

(註冊人電話號碼，包括區號)

不適用

（如果公司名稱、地址或財年自上次報告以來有變更，請標明之前的名稱、地址和財年）

在法案第12(b)條的規定下注冊的證券：

每一類的名稱

交易標誌

在其上註冊的交易所的名稱

普通股，面值爲$1.66 2/3

PPG

請使用moomoo賬號登錄查看New York Stock Exchange

0.875％票據到期於2025年

PPG 25

請使用moomoo賬號登錄查看New York Stock Exchange

到期日爲2025年的1.875％票據

PPG 25A

請使用moomoo賬號登錄查看New York Stock Exchange

到期日爲2027年的1.400％票據

PPG 27

請使用moomoo賬號登錄查看New York Stock Exchange

到期日爲2029年的2.750％票據

PPG 29A

請使用moomoo賬號登錄查看New York Stock Exchange

請勾選適用的選項： (1) 在過去的12個月內（或註冊人要求提交這些報告的較短期間內），已按照證券交易法第13或第15(d)條的規定提交了所有要求提交的報告；並 (2) 在過去90天內一直履行了這些提交要求。是 ☑     不 ☐

請按複選標記指示是否在過去的12個月內（或註冊人需要提交此類文件的較短期間）每次提交自Rule 405條款和Regulation S-t（本章第232.405條）規定的互動數據文件。是 ☑    不 ☐

勾選以下選框，指示申報人是大型加速評估提交人、加速評估提交人、非加速評估提交人、小型報告公司或新興成長型公司。關於「大型加速評估提交人」、「加速評估提交人」、「小型報告公司」和「新興成長型公司」的定義，請參見《交易所法規》第12億.2條。

大型加速存取器			☑			快速提交者			☐
非加速申報人			☐			較小的報告公司			☐
						新興成長公司			☐

如果屬於新興成長型企業，請在複選框中標記，以表示公司已選擇不使用根據交易所法第13(a)條規定爲遵守任何新的或修訂的財務會計準則所提供的延長過渡期。☐

請用複選標記指示註冊人是否是殼公司（如法案規則120億.2中定義）。 是 ☐    不 ☑

截至2024年9月30日， 232.0 公司註冊股本每股面值爲1.66 2/3美元，共有百萬股已發行。

---

PPG INDUSTRIES，INC.及其子公司

指數

 

						頁碼
第一部分財務信息
項目1。			基本報表（未經審計）：
			簡明合併利潤表			2
			綜合收益表簡明合併財務報表			3
			簡明合併資產負債表			4
			壓縮綜合股東權益報表			5
			現金流量表簡明合併			7
			簡明合併財務報表註釋			8
項目2。			分銷計劃			25
項目3。			有關市場風險的定量和定性披露			35
項目4。			控制和程序			36
第二部分其他信息
項目1。			法律訴訟			36
項目1A。			風險因素			37
項目2。			未註冊的股票股權銷售和籌款用途			38
項目5。			其他信息			38
項目6。			展示資料			38
簽名						40

1

---

目錄

第一部分 財務信息

項目1：基本報表

PPG 工業公司和子公司

未經審計的壓縮綜合收入報表

			三個月已結束 9 月 30 日												九個月已結束 9 月 30 日
（百萬美元，每股金額除外）			2024						2023						2024						2023
淨銷售額			$4,575						$4,644						$13,680						$13,896
銷售成本，不包括折舊和攤銷			2,663						2,752						7,842						8,214
銷售、一般和管理			1,062						1,047						3,203						3,108
折舊			97						102						298						287
攤銷			32						40						106						121
研究和開發，網絡			105						108						325						322
利息支出			67						64						184						190
利息收入			(48)						(39)						(135)						(96)
養老金結算費			—						—						—						190
其他（收入）/費用，淨額			(14)						13						15						4
所得稅前收入			$611						$557						$1,842						$1,556
所得稅支出			137						121						422						350
歸屬於控股權和非控股權益的淨收益			$474						$436						$1,420						$1,206
歸屬於非控股權益的淨收益			(6)						(10)						(24)						(26)
淨收益（歸因於 PPG）			$468						$426						$1,396						$1,180
普通股每股收益（歸屬於PPG）			$2.01						$1.80						$5.96						$5.00
每股普通股收益（歸屬於PPG）——假設攤薄			$2.00						$1.79						$5.93						$4.97

附註是這份簡明綜合財務報表的組成部分。

2

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目錄

PPG INDUSTRIES，INC.及其子公司

綜合收益簡明綜合報告（未經審計）

			截至三個月結束 9月30日												截至九個月的結束日期 9月30日
（單位：百萬美元）			2024						2023						2024						2023
歸屬控股和非控股利益的淨利潤			$474						$436						$1,420						$1,206
其他全面損益(損失)/收益，稅後淨額：
確定福利金和其他離退休福利			(3)						(1)						17						138
未實現的外幣翻譯調整			(113)						(174)						(561)						199
其他綜合損益（稅後），淨額			($116)						($175)						($544)						$337
總綜合收益			$358						$261						$876						$1,543
減：歸屬於非控股權益的金額：
淨收入			(6)						(10)						(24)						(26)
未實現的外幣翻譯調整			(1)						2						3						1
歸屬於PPG的綜合收益			$351						$253						$855						$1,518

附註是這份簡明合併基本報表的重要組成部分。

3

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目錄

PPG INDUSTRIES，INC.及其子公司

資產負債簡明綜合報告（未經審計）

（單位：百萬美元）			2024年9月30日						2023年12月31日
資產
流動資產：
現金及現金等價物			$1,251						$1,514
短期投資			71						75
應收款項，淨額			3,653						3,279
存貨			2,263						2,127
待售資產			237						—
其他資產			438						436
總流動資產			$7,913						$7,431
Property, plant and equipment (net of accumulated depreciation of $4,854 和 $4,963)			3,611						3,644
商譽			6,080						6,200
可識別無形資產淨值			2,203						2,424
延遲所得稅			366						273
投資			300						259
經營租賃權使用資產			805						832
其他			580						584
總費用			$21,858						$21,647
負債和股東權益
流動負債:
應付賬款及應計費用			$4,342						$4,467
重組準備金			46						87
短期借款和長期債務的流動部分			339						306
經營租賃負債流動部分			196						194
待售負債			73						—
流動負債合計			$4,996						$5,054
長期債務			6,138						5,748
經營租賃負債			596						622
應計養老金			584						588
其他離退休福利			438						450
延遲所得稅			496						508
其他負債			638						654
負債合計			$13,886						$13,624
承諾和或可能負債（附註14）
股東權益：
			$969						$969
額外實收資本			1,258						1,202
保留盈餘			22,432						21,500
Treasury stock, at cost			(14,091)						(13,600)
累計其他綜合損失			(2,780)						(2,239)
PPG股東權益總額			$7,788						$7,832
非控制權益			184						191
股東權益合計			$7,972						$8,023
總費用			$21,858						$21,647

附註是這份簡明合併基本報表的重要組成部分。

4

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目錄

PPG INDUSTRIES，INC.及其子公司

未經審計的壓縮合並股東權益報表

（單位：百萬美元）			普通股			資本公積金			未分配利潤			庫存股			累計其他綜合損失			Total PPG			非控股權益			總費用
2024年1月1日，到期日期。			$969			$1,202			$21,500			($13,600)			($2,239)			$7,832			$191			$8,023
歸屬控股和非控股利益的淨利潤			—			—			400			—			—			400			9			409
其他綜合損失，淨額			—			—			—			—			(12)			(12)			(2)			(14)
現金股利			—			—			(153)			—			—			(153)			—			(153)
購買庫存股			—			—			—			(152)			—			(152)			—			(152)
發行庫存股			—			31			—			6			—			37			—			37
股票補償活動			—			(11)			—			—			—			(11)			—			(11)
分紅派息給非控股權益的子公司普通股			—			—			—			—			—			—			(2)			(2)
減少非控股權益			—			—			—			—			—			—			(11)			(11)
酒精飲料銷售 $ 32,907 45.5％ $ 30,136 42.1％ $ 66,223			$969			$1,222			$21,747			($13,746)			($2,251)			$7,941			$185			$8,126
歸屬於控股權益和非控股權益的淨利潤			—			—			528			—			—			528			9			537
其他綜合損失，淨額			—			—			—			—			(412)			(412)			(2)			(414)
現金股利			—			—			(152)			—			—			(152)			—			(152)
購買庫存股			—			—			—			(152)			—			(152)			—			(152)
發行庫存股			—			3			—			1			—			4			—			4
股票補償活動			—			10			—			—			—			10			—			10
分紅派息給非控股權益的子公司普通股股東			—			—			—			—			—			—			(13)			(13)
其他			—			—			—			—			—			—			(1)			(1)
2024年6月30日			$969			$1,235			$22,123			($13,897)			($2,663)			$7,767			$178			$7,945
歸屬於控股和非控股權益的淨利潤			—			—			468			—			—			468			6			474
其他綜合損失，淨額			—			—			—			—			(117)			(117)			1			(116)
現金股利			—			—			(159)			—			—			(159)			—			(159)
購買庫存股			—			—			—			(202)			—			(202)			—			(202)
發行庫存股			—			11			—			8			—			19			—			19
股票補償活動			—			12			—			—			—			12			—			12
向非控股股東支付子公司普通股的分紅派息			—			—			—			—			—			—			(1)			(1)
2024年9月30日			$969			$1,258			$22,432			($14,091)			($2,780)			$7,788			$184			$7,972

附註是這份簡明合併基本報表的重要組成部分。

5

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目錄

（單位：百萬美元）			普通股			資本公積金			未分配利潤			庫存股			累計其他綜合損失			總PPG			非控股權益			總費用
2023年1月1日			$969			$1,130			$20,828			($13,525)			($2,810)			$6,592			$117			$6,709
歸屬控股和非控股利益的淨利潤			—			—			264			—			—			264			9			273
其他綜合收益，扣除稅後			—			—			—			—			402			402			1			403
現金股利			—			—			(146)			—			—			(146)			—			(146)
發行庫存股			—			21			—			10			—			31			—			31
股票補償活動			—			(1)			—			—			—			(1)			—			(1)
分紅派息在子公司普通股上支付給非控股權利益			—			—			—			—			—			—			(1)			(1)
非控制股東權益減少			—			—			—			—			—			—			(15)			(15)
2023年3月31日			$969			$1,150			$20,946			($13,515)			($2,408)			$7,142			$111			$7,253
歸屬於控股和非控股權益的淨利潤			—			—			490			—			—			490			7			497
其他綜合收益/(虧損)，稅後淨額			—			—			—			—			109			109			—			109
現金股利			—			—			(146)			—			—			(146)			—			(146)
發行庫存股			—			7			—			3			—			10			—			10
股票補償活動			—			9			—			—			—			9			—			9
子公司普通股支付給非控制股東的分紅派息			—			—			—			—			—			—			(10)			(10)
收購非控股權益			—			—			—			—			—			—			70			70
2023年6月30日			$969			$1,166			$21,290			($13,512)			($2,299)			$7,614			$178			$7,792
歸屬於控股和非控股利益的淨收入			—			—			426			—			—			426			10			436
其他綜合損失，淨額			—			—			—			—			(173)			(173)			(2)			(175)
現金股利			—			—			(153)			—			—			(153)			—			(153)
發行庫存股			—			18			—			10			—			28			—			28
股票補償活動			—			9			—			—			—			9			—			9
子公司普通股支付給非控股利益的分紅派息			—			—			—			—			—			—			(2)			(2)
2023年9月30日			$969			$1,193			$21,563			($13,502)			($2,472)			$7,751			$184			$7,935

附註是這份簡明合併基本報表的重要組成部分。

6

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目錄

PPG INDUSTRIES，INC.及其子公司

現金流簡明綜合報告（未經審計）

			截至九個月的結束日期 9月30日
（單位：百萬美元）			2024						2023
經營活動：
歸屬控股和非控股利益的淨利潤			$1,420						$1,206
淨利潤調整爲經營活動現金流量：
折舊和攤銷			404						408
養老金結算費用			—						190
股票補償費用			32						42
延遲所得稅			(68)						(131)
用於重組行動的現金			(37)						(44)
特定資產和負債帳戶的變動（扣除收購淨額）：
應收賬款			(436)						(358)
存貨			(163)						70
其他資產			(36)						(70)
應付賬款及應計費用			(26)						72
應交稅費及利息			2						92
非流動資產和負債，淨額			20						(133)
其他			(38)						169
經營活動現金流量			$1,074						$1,513
投資活動：
資本支出			($523)						($381)
業務收購, 淨現金結餘扣除			(29)						(108)
資產出售所得			—						25
用於結算跨貨幣掉期合約的支付			(107)						(13)
從結算跨貨幣掉期合約中獲得的收益			118						60
其他			30						18
投資活動所用現金			($511)						($399)
籌資活動：
來自商業票據和短期債務的淨收益			$408						$—
三個月或更短期限借款的淨變化			(1)						(16)
貸款收益，扣除費用後的淨收益			274						550
償還到期貸款信貸協議			—						(800)
償還長期債務			(300)						(300)
購買庫存股			(511)						—
PPG普通股派發的股息			(464)						(445)
其他			(23)						6
籌集融資活動所用現金			($617)						($1,005)
匯率變動對現金及現金等價物的影響			(209)						10
現金及現金等價物的淨(減少)/增加			($263)						$119
現金及現金等價物期初餘額			1,514						1,099
現金及現金等價物期末餘額			$1,251						$1,218
補充現金流信息披露：
支付的利息，扣除資本化金額			$198						$181
請參閱未經審計的合併財務報表附註			$481						$378
非現金投資活動補充披露:
資本支出在期末的應付賬款和應計負債中計入			$89						$75

附註是這份簡明合併基本報表的重要組成部分。

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目錄

PPG INDUSTRIES，INC.及其子公司

未經審計的簡明合併財務報表註釋

 

1.報告範圍

本基本報表未經審計，根據美國證券交易委員會（「SEC」）和美國通用會計準則（「U.S. GAAP」）的要求編制，供中期報告使用。根據這些規定，通常需要的某些腳註和其他財務信息可以簡化或省略。這些報表包括所有調整，僅包含爲了公正展示PPG於2024年9月30日財務狀況和股東權益，2024年9月30日和2023年的三個和九個月業績以及2024年和2023年的九個月現金流量而必要的常規、重複性調整。所有公司間的餘額和交易已經被予以消除。重大事後事項將在報告發布日期進行評估，並在適用時披露。這些基本報表應與PPG的2023年度10-k表中包含的合併財務報表和附註一起閱讀（「2023 Form 10-K」）。

2024年8月29日，PPG宣佈已達成協議，以約數百萬美元的價格出售其硅產品業務。310與硅產品業務相關的資產和負債已被歸類爲持有待售項目，截至2024年9月30日的簡明綜合資產負債表。有關更多信息，請參閱附註3，剝離。

每年的每個季度，淨銷售額、費用、資產和負債都可能有所變化。因此，截至2024年9月30日的三個月和九個月的經營業績以及這些未經審計的簡明綜合財務報表的趨勢，可能並不一定能反映出整個年度可預期的結果。

爲符合當期呈報的要求，對特定之前期間金額進行了重新分類。這些重新分類對我們先前報告的淨利潤、總資產、現金流量或股東權益沒有影響。

2.新的會計準則

近期採納的會計準則

自2024年1月1日起，PPG採納了「會計準則更新（「ASU」）第2023-02號，投資-權益法和合營企業（主題323）：利用比例攤銷方法會計處理稅收抵免結構投資」的規定。該ASU允許報告實體選擇根據比例攤銷方法處理稅收資本投資，無論所收到的所得稅抵免來自哪個稅收抵免計劃，只要滿足特定條件。採納這一ASU對PPG的合併財務狀況、經營成果或現金流量沒有實質影響。

最近頒佈的會計準則

2023年11月，財務會計準則委員會（「FASB」）發佈了ASU No. 2023-07「報告分部披露的改進（主題280）」。該ASU更新了當前的報告分部披露要求，要求披露經常提供給首席運營決策者（「CODM」）幷包括在每個報告的各項利潤或損失措施中的重要的可報告分部費用。該ASU還要求披露將CODM確定爲個人的頭銜和職位，或組或委員會的名稱，並說明CODM如何使用報告的分部利潤或損失措施來評估分部績效並決定如何分配資源。該ASU將於2024年12月31日結束的年度期間生效。採納此ASU將導致額外的披露，但不會影響PPG的合併財務狀況、經營成果或現金流。

2023年12月，FASB發佈了ASU 2023-09「所得稅披露的改進（話題740）」。該ASU更新了當前所得稅披露要求，要求披露有效稅率調整內的特定信息類別，以及按管轄區分類披露支付的所得稅金額。該ASU將於2025年12月31日結束的年度期間生效。採納該ASU將導致額外披露，但不會影響PPG的合併財務狀況、經營業績或現金流量。

3.出售

2024年8月29日，PPG宣佈已達成協議，以約數百萬美元的價格出售其硅產品業務。310百萬美元。預計交易將在2024年第四季度結束，取決於慣例的關閉條件。公司在簽訂這項最終協議時確定了資產和

8

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目錄

二氧化硅產品業務的負債符合2024年9月30日編制的簡明綜合資產負債表中作爲待售進行分類的標準。公司確定即將進行的剝離不符合停止運營的準則，因爲這不會代表公司的戰略轉變，因此，其結果將包含在公司連續經營部門的工業塗料報告業務部門中。

硅製品業務作爲持有待售類別在簡明合併資產負債表中主要資產和負債的賬面價值如下：

（單位：百萬美元）			2024年9月30日
應收款項，淨額			$50
存貨			24
其他資產			4
固定資產、土地及設備（減累計折舊281美元淨額）			146
商譽			2
延遲所得稅			1
經營租賃權使用資產			6
其他			4
待售資產			$237
應付賬款及應計費用			$65
經營租賃負債流動部分			1
經營租賃負債			5
其他負債			2
待售負債			$73

4.     存貨

（單位：百萬美元）			2024年9月30日						2023年12月31日
成品			$1,247						$1,197
在製品			272						236
原材料			693						640
用品			51						54
總庫存			$2,263						$2,127

大多數美國庫存都是按先進先出法進行估值。這些庫存分別佔2024年9月30日和2023年12月31日的總庫存的 16%和20% 0分之 。如果採用先進先出（"FIFO"）庫存估值方法，截至2024年9月30日和2023年12月31日，庫存將增加000萬美元。235萬美元和249 百萬美元。

9

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目錄

5.    商譽和其他可辨認無形資產

公司通過每年至少進行定性評估或定量測試，或者在出現減值跡象時更頻繁地進行測試，來測試無限壽命無形資產和商譽的減值。定性評估是對因素進行評估以判斷是否更可能是報告單位或資產的公允價值小於其賬面價值。

截至2024年9月30日結束的九個月內，公司未發現任何報告單位的商譽減值跡象，也未發現任何無限期無形資產減值跡象。

2024年9月30日結束的九個月中，歸屬於每個報告段的商譽賬面價值變化如下：

（單位：百萬美元）			表現 塗料						製造業 塗料						總費用
2024年1月1日，到期日期。			$4,994						$1,206						$6,200
收購，包括購買會計調整			2						—						2
重新分類爲待售資產(a)			—						(2)						(2)
標準板			(115)						(5)						(120)
2024年9月30日			$4,881						$1,199						$6,080

(a)金額代表將$分配給按照爲可供出售分類的硅產品業務處置組。有關更多信息，請參閱附註3，剝離。2百萬美元的商譽分配給分類爲持有待售的硅產品業務處置集團。有關更多信息，請參閱附註3，剝離。

截至2024年9月30日和2023年12月31日，累計商譽減值損失總計$158百萬，所有均與性能塗料可報告部門相關。

公司可識別無形資產賬面價值的摘要如下：

			2024年9月30日																		2023年12月31日
（單位：百萬美元）			毛利 搬運 數量						累積的 攤銷						淨利						毛利 搬運 數量						累積的 攤銷						淨利
不定期可辨認無形資產
商標			$1,333						$—						$1,333						$1,442						$—						$1,442
有限壽命可識別無形資產
取得的技術。			$841						($696)						$145						$845						($678)						$167
與客戶相關			1,906						(1,308)						598						1,933						(1,259)						674
商標名稱			313						(188)						125						319						(180)						139
其他			49						(47)						2						50						(48)						2
確定有限生命無形資產總額			$3,109						($2,239)						$870						$3,147						($2,165)						$982
可辨識無形資產總額			$4,442						($2,239)						$2,203						$4,589						($2,165)						$2,424

公司可辨認的無形資產按其預計有用生命週期進行攤銷。

截至2024年9月30日，可識別無形資產預計未來攤銷費用如下：

（單位：百萬美元）			未來攤銷費用
2024年剩下的三個月			$35
2025			$128
2026			$107
2027			$96
2028			$83
2029			$78
此後			$343

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6.     業務重組

公司記錄了重組負債，代表因合併某些業務所發生的費用，包括收購和減員計劃的業務。這些費用主要包括離職費用和其他一些現金成本。由於這些計劃，公司還會因爲部分資產減少了預期的可用壽命而產生額外的非現金加速折舊費用。這些費用不分配給公司的可報告業務部門。有關更多信息，請參閱附註16「可報告業務部門信息」。

以下表格總結了2024年和2023年9月30日結束的重組準備活動：

			總儲備
（單位：百萬美元）			2024						2023
1月1日			$113						$169
已批准的重組行動			—						12
釋放之前的儲備和其他調整(a)			(3)						(16)
現金支付			(37)						(44)
標準板			—						(2)
9月30日			$73						$119

(a)特定的發佈記錄了完成計劃的業務重組行動所需成本的當前估計。

預計大多數已批准的業務重組行動和相關現金支出將在接下來的十二個月內完成。

7.    借款

信貸協議

2023年4月，PPG簽訂了一項歐元指數500百萬的定期貸款信貸協議（「定期貸款」）。該定期貸款使公司有能力將貸款額度增加至不超過250百萬。該定期貸款中包含的契約與下文討論的信貸協議中的一致，對於這類設施而言，都是常見且慣例性的限制性契約，包括除指定例外情況外，限制公司設立留置權或其他負擔，進行售後回租交易以及進行合併、合併或轉讓所有或絕大部分資產。定期貸款在2026年4月終止，所有未償還金額在該日期前支付。2023年4月，PPG在定期貸款下貸款了500百萬歐元。2023年12月，PPG獲得足夠的貸款人承諾，使定期貸款額度增加250百萬歐元。2024年1月，PPG借入了額外的250百萬歐元。該定期貸款以歐元計價，並被指定爲對公司歐洲業務的淨投資進行套期保值。有關更多信息，請參閱「附註12 - 金融工具、套期活動和公允價值計量」部分。

2023年3月，PPG修訂了其 五年 信貸協議（「信貸協議」）日期爲2019年8月30日。對信貸協議的修訂將LIBOR爲基礎的參考利率選項替換爲基於Term SOFR的參考利率選項。信貸協議的其他條款保持不變。2023年7月，PPG修訂並重述了信貸協議，將期限延長至2028年7月27日。經修訂和重述的信貸協議規定了一個價值2.3 十億美元無擔保循環信貸額度。公司有權將信貸協議的規模增加至最多750 百萬美元，需獲得出借人承諾和其他前提條件。公司有權根據信貸協議規定的特定條件，將公司的某些子公司指定爲信貸協議的借款人。在進行任何此類指定時，公司需要擔保任何這些子公司在信貸協議下的義務。截至2024年9月30日和2023年12月31日，信貸協議下有 否 未償還金額。

根據信貸協議，借款可以以美元或歐元進行。 信貸協議規定，貸款的利率根據公司選擇的兩個指定基準利率之一加上根據信貸協議中定義的某些公式確定的一定比例。此外，信貸協議還包括一項承諾費，根據信貸協議定義，適用於信貸協議下未使用承諾的金額範圍從 0.060可以降低至0.75%每年0.125年利率爲%。

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信貸協議還支持公司的商業票據借款，根據PPG的意圖和能力將這些借款以長期方式再融資。截至2024年9月30日，商業票據借款未還金額爲$408百萬美元，截至2023年12月31日，商業票據借款未還金額爲 否 百萬美元。

信用協議包含其類型設施通常和習慣的限制性契約，其中包括對公司創建留置權或其他擔保、進行售後租賃交易和進行合併、收購或轉讓所有或幾乎所有資產的能力的限制，除特定例外情況外。信用協議還要求公司保持總負債與總資本化比率的比例，根據信用協議定義，爲 60%或更少；但是，對於公司在任何財政季度中以超過$1 十億收購，並在此後的五個財政季度內，總負債與總資本化比率在任何時候不得超過 65%。截至2024年9月30日，根據信用協議定義的總負債與總資本化之比爲 44%.

信貸協議包含，其他事項包括，允許放貸人加速貸款的慣例違約事件，其中包括未能及時根據信貸協議或其他重大債務的到期日進行支付、未能滿足信貸協議中包含的契約、公司控制權變更以及破產和破產的指定事件。

其他長期負債活動

2024年8月，PPG的$ **筆。300百萬美元的運營租賃負債的當前部分，分別爲2023年9月30日和2022年12月31日。2.4到期，公司用手頭現金償還了這筆債務。

2023年3月，PPG的$300百萬美元的運營租賃負債的當前部分，分別爲2023年9月30日和2022年12月31日。3.2%票據到期，公司用現金償還了這筆債務。

2022年5月，PPG完成了歐元的公開募股300百萬 1.8752025 年到期票據百分比和歐元700百萬 2.7502029 年到期票據的百分比。這些票據是根據PPG現有的貨架註冊聲明以及公司與作爲受託人的紐約銀行梅隆信託公司簽訂的經補充的契約（「2022年契約」）發行的。管理這些票據的2022年契約包含契約，除其他外，限制了公司承擔某些留置權擔保債務、進行某些售後回租交易以及對公司全部或幾乎所有資產進行某些合併、合併、轉讓、轉讓或租賃的能力。這些票據的條款還要求公司在控制權變更觸發事件（定義見2022年契約）時提出回購票據的提議，價格等於 101本金加上應計和未付利息的百分比。公司可以根據契約不時發行額外債務。扣除折扣和費用後，票據的總現金收益爲美元1,061百萬。這些票據以歐元計價，被指定爲公司歐洲業務淨投資的套期保值。有關更多信息，請參閱附註12 「金融工具、套期保值活動和公允價值計量」。

In March 2022, PPG privately placed a 15-year €50 million 1.95% fixed interest note. This note contains covenants materially consistent with the 1.875% notes discussed above. This debt arrangement is denominated in euros and has been designated as a net investment hedge of the Company's European operations. Refer to Note 12 "Financial Instruments, Hedging Activities and Fair Value Measurements" for additional information.

In February 2021, PPG entered into a $2.0 billion Term Loan Credit Agreement (the "Term Loan Credit Agreement") to finance the Company’s acquisition of Tikkurila, and to pay fees, costs and expenses related thereto. The Term Loan Credit Agreement provided the Company with the ability to borrow up to an aggregate principal amount of $2.0 billion on an unsecured basis. In addition to the amounts borrowed to finance the acquisition of Tikkurila, the Term Loan Credit Agreement allowed the Company to make up to eleven additional borrowings prior to December 31, 2021, to be used for working capital and general corporate purposes. The Term Loan Credit Agreement contains covenants that are consistent with those in the Credit Agreement discussed above and that are usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Term Loan Credit Agreement was scheduled to mature and all outstanding borrowings were to be due and payable on the third anniversary of the date of the initial borrowing under the Agreement. In June 2021, PPG borrowed $700 million under Term Loan Credit Agreement to finance the Company’s acquisition of Tikkurila, and to pay fees, costs and expenses related thereto. In December 2021, PPG borrowed an additional $700 million under the Term Loan Credit Agreement. In 2022 and 2023, PPG repaid $300 million and $1.1 billion, respectively, of the Term Loan Credit Agreement using cash on hand. The Term Loan Credit Agreement was fully repaid as of December 31, 2023.

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Restrictive Covenants and Cross-Default Provisions

As of September 30, 2024, PPG was in full compliance with the restrictive covenants under its various credit agreements, loan agreements and indentures.

Additionally, the Company’s Credit Agreement contains customary cross-default provisions. These provisions provide that a default on a debt service payment of $100 million or more for longer than the grace period provided under another agreement may result in an event of default under this agreement. None of the Company’s primary debt obligations are secured or guaranteed by the Company’s affiliates.

Letters of Credit and Surety Bonds

The Company had outstanding letters of credit and surety bonds of $247 million and $232 million as of September 30, 2024 and December 31, 2023, respectively.

8.    Earnings Per Common Share

The effect of dilutive securities on the weighted average common shares outstanding included in the calculation of earnings per diluted common share for the three and nine months ended September 30, 2024 and 2023 were as follows:

			Three Months Ended September 30												Nine Months Ended September 30
(number of shares in millions)			2024						2023						2024						2023
Weighted average common shares outstanding			233.3						236.2						234.5						236.0
Effect of dilutive securities:
Stock options			0.3						0.6						0.4						0.5
Other stock compensation plans			0.7						0.7						0.7						0.7
Potentially dilutive common shares			1.0						1.3						1.1						1.2
Adjusted weighted average common shares outstanding			234.3						237.5						235.6						237.2
Dividends per common share			$0.68						$0.65						$1.98						$1.89
Antidilutive securities(a):
Stock options			1.6						0.4						1.3						0.9

(a)Excluded from the computation of earnings per diluted share due to their antidilutive effect.

9.    Income Taxes

			Nine Months Ended September 30
			2024						2023
Effective tax rate on pretax income			22.9		%				22.5		%

Income tax expense for the nine months ended September 30, 2024 and 2023 is based on an estimated annual effective rate, which requires management to make its best estimate of annual pretax income or loss. During the year, PPG management regularly updates forecasted annual pretax results for the various countries in which PPG operates based on changes in factors such as prices, shipments, product mix, raw material inflation and manufacturing operations. To the extent that actual 2024 pretax results for U.S. and foreign income or loss vary from estimates, the actual Income tax expense recognized in 2024 could be different from the forecasted amount used to estimate Income tax expense for the nine months ended September 30, 2024.

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10.    Pensions and Other Postretirement Benefits

In March 2023, the Company purchased group annuity contracts that transferred to third-party insurance companies pension benefit obligations for certain of the Company’s retirees in the U.S. who were receiving their monthly retirement benefit payments from the U.S. pension plan. The amount of each affected retiree’s annuity payment is equal to the amount of such individual’s pension benefit. The purchase of group annuity contracts was funded directly by the assets of the U.S. plans. By transferring the obligations and assets to the insurance companies, the Company reduced its overall pension projected benefit obligation by $309 million and recognized a non-cash Pension settlement charge of $190 million.

The service cost component of net periodic pension and other postretirement benefit cost is included in Cost of sales, exclusive of depreciation and amortization, Selling, general and administrative, and Research and development, net in the accompanying condensed consolidated statement of income. Except for the Pension settlement charge in the quarter ended March 31, 2023, all other components of net periodic benefit cost are recorded in Other (income)/charges, net in the accompanying condensed consolidated statement of income.

Net periodic pension benefit cost and other postretirement benefit cost for the three and nine months ended September 30, 2024 and 2023 was as follows:

			Pension
			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Service cost			$2						$2						$6						$6
Interest cost			25						28						77						83
Expected return on plan assets			(28)						(28)						(82)						(83)
Amortization of actuarial losses			6						6						17						16
Settlements			1						—						9						191
Net periodic benefit cost			$6						$8						$27						$213

			Other Postretirement Benefits
			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Service cost			$1						$1						$3						$3
Interest cost			5						7						17						20
Amortization of actuarial gains			—						—						(1)						(1)
Amortization of prior service credit			(1)						(2)						(3)						(5)
Net periodic benefit cost			$5						$6						$16						$17

Net periodic pension cost was lower for the nine months ended September 30, 2024 compared to 2023 primarily due to the Pension settlement charge recognized in the first quarter 2023.

PPG expects 2024 full year net periodic pension expense of approximately $35 million and net periodic other postretirement expense of approximately $21 million.

Contributions to Defined Benefit Pension Plans

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
U.S. defined benefit pension plan mandatory contributions			$5						$—						$5						$—
Non-U.S. defined benefit pension mandatory contributions			—						1						2						3
Total defined benefit pension mandatory contributions			$5						$1						$7						$3

PPG expects to make mandatory contributions to its defined benefit pension plans in the range of $10 million to $20 million during the remaining three months of 2024. In addition to any mandatory contributions, PPG may elect to make voluntary contributions to its defined benefit pension plans in 2024 and beyond.

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11.    Accumulated Other Comprehensive Loss (AOCL)

($ in millions)			Foreign Currency Translation Adjustments (a)						Pension and Other Postretirement Benefit Adjustments, net of tax (b)						Unrealized Gain on Derivatives, net of tax						Accumulated Other Comprehensive Loss
January 1, 2023			($2,254)						($557)						$1						($2,810)
Current year deferrals to AOCL			170						(14)						—						156
Reclassifications from AOCL to net income			30						152						—						182
September 30, 2023			($2,054)						($419)						$1						($2,472)
January 1, 2024			($1,746)						($494)						$1						($2,239)
Current year deferrals to AOCL			(558)						1						—						(557)
Reclassifications from AOCL to net income			—						16						—						16
September 30, 2024			($2,304)						($477)						$1						($2,780)

(a)The tax cost related to unrealized foreign currency translation adjustments on net investment hedges was $39 million and $85 million as of September 30, 2024 and 2023, respectively.

(b)The tax benefit related to the adjustment for pension and other postretirement benefits was $8 million and $47 million for the nine months ended September 30, 2024 and 2023, respectively. Reclassifications from AOCL are included in the computation of net periodic benefit cost (See Note 10, "Pensions and Other Postretirement Benefits").

12.    Financial Instruments, Hedging Activities and Fair Value Measurements

Financial instruments include cash and cash equivalents, short-term investments, cash held in escrow, marketable equity securities, accounts receivable, company-owned life insurance, accounts payable, short-term and long-term debt instruments, and derivatives. The fair values of these financial instruments approximated their carrying values at September 30, 2024 and December 31, 2023, in the aggregate, except for long-term debt instruments.

Hedging Activities

The Company has exposure to market risk from changes in foreign currency exchange rates and interest rates. As a result, financial instruments, including derivatives, have been used to hedge a portion of these underlying economic exposures. Certain of these instruments may qualify as fair value, cash flow, and net investment hedges upon meeting the requisite criteria, including effectiveness of offsetting hedged or underlying exposures. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in Income before income taxes in the period incurred.

PPG’s policies do not permit speculative use of derivative financial instruments. PPG enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties in order to reduce its exposure to credit losses. The Company did not realize a credit loss on derivatives during the three and nine months ended September 30, 2024 and 2023.

All of PPG's outstanding derivative instruments are subject to accelerated settlement in the event of PPG’s failure to meet its debt or payment obligations under the terms of the instruments’ contractual provisions. In addition, if the Company would be acquired and its payment obligations under its derivative instruments’ contractual arrangements are not assumed by the acquirer, or if PPG would enter into bankruptcy, receivership or reorganization proceedings, its outstanding derivative instruments would also be subject to accelerated settlement.

There were no derivative instruments de-designated or discontinued as hedging instruments during the three and nine months ended September 30, 2024 and 2023, and there were no gains or losses deferred in Accumulated other comprehensive loss on the condensed consolidated balance sheet that were reclassified to Income before income taxes in the condensed consolidated statement of income in the nine months ended September 30, 2024 and 2023 related to hedges of anticipated transactions that were no longer expected to occur.

Fair Value Hedges

The Company uses interest rate swaps from time to time to manage its exposure to changing interest rates. When outstanding, the interest rate swaps are typically designated as fair value hedges of certain outstanding debt obligations of the Company and are recorded at fair value.

PPG has interest rate swaps which converted $375 million of fixed rate debt to variable rate debt as of both September 30, 2024 and December 31, 2023. These swaps are designated as fair value hedges and are carried at

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fair value. Changes in the fair value of these swaps and changes in the fair value of the related debt are recorded in interest expense in the accompanying condensed consolidated statement of income. The fair value of these interest rate swaps were liabilities of $8 million and $14 million at September 30, 2024 and December 31, 2023, respectively.

Cash Flow Hedges

At times, PPG designates certain foreign currency forward contracts as cash flow hedges of the Company’s exposure to variability in exchange rates on third party transactions denominated in foreign currencies. There were no outstanding cash flow hedges at September 30, 2024 and December 31, 2023.

Net Investment Hedges

PPG uses cross currency swaps and foreign currency euro-denominated debt to hedge a significant portion of its net investment in its European operations, as follows:

PPG had U.S. dollar to euro cross currency swap contracts with total notional amounts of $375 million and $475 million as of September 30, 2024 and December 31, 2023, and designated these contracts as hedges of the Company's net investment in its European operations. During the term of these contracts, PPG will receive payments in U.S. dollars and make payments in euros to the counterparties. As of September 30, 2024 and December 31, 2023, the fair value of the U.S. dollar to euro cross currency swap contracts were net assets of $30 million and $33 million, respectively.

At September 30, 2024 and December 31, 2023, PPG had designated €3.2 billion and €3.0 billion, respectively, of euro-denominated borrowings as hedges of a portion of its net investment in the Company's European operations. The carrying value of these instruments were $3.6 billion and $3.3 billion as of September 30, 2024 and December 31, 2023, respectively.

Other Financial Instruments

PPG uses foreign currency forward contracts to manage certain net transaction exposures that either have not been elected, or do not qualify for hedge accounting; therefore, the change in the fair value of these instruments is recorded in Other (income)/charges, net in the condensed consolidated statement of income in the period of change. Underlying notional amounts related to these foreign currency forward contracts were $2.9 billion and $2.5 billion at September 30, 2024 and December 31, 2023, respectively. The fair values of these contracts were net liabilities of $21 million as of September 30, 2024 and net assets of $23 million as of December 31, 2023.

Gains/Losses Deferred in Accumulated Other Comprehensive Loss

The following table summarizes the amount of gains and losses deferred in Other comprehensive income ("OCI") and the amount and location of gains and losses recognized within the condensed consolidated statement of income related to derivative and debt financial instruments for the nine months ended September 30, 2024 and 2023. All amounts are shown on a pretax basis.

			September 30, 2024												September 30, 2023												Caption In Condensed Consolidated Statement of Income
($ in millions)			Loss Deferred in OCI						Gain/(Loss) Recognized						Gain Deferred in OCI						Gain/(Loss) Recognized
Economic
Foreign currency forward contracts			$—						$38						$—						$37						Other (income)/charges, net
Fair Value
Interest rate swaps			—						(8)						—						(7)						Interest expense
Total forward contracts and interest rate swaps			$—						$30						$—						$30
Net Investment
Cross currency swaps			($1)						$7						$2						$10						Interest expense
Foreign denominated debt			(33)						—						48						—
Total Net Investment			($34)						$7						$50						$10

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Fair Value Measurements

The Company follows a fair value measurement hierarchy to measure its assets and liabilities. As of September 30, 2024 and December 31, 2023, the assets and liabilities measured at fair value on a recurring basis were cash equivalents, equity securities and derivatives. In addition, the Company measures its pension plan assets at fair value (see Note 14, "Employee Benefit Plans" under Item 8 in the 2023 Form 10-K for further details). The Company's financial assets and liabilities are measured using inputs from the following three levels:

Level 1 inputs are quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. Level 1 inputs are considered to be the most reliable evidence of fair value as they are based on unadjusted quoted market prices from various financial information service providers and securities exchanges.

Level 2 inputs are directly or indirectly observable prices that are not quoted on active exchanges, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The fair values of the derivative instruments reflect the instruments' contractual terms, including the period to maturity, and uses observable market-based inputs, including forward curves.

Level 3 inputs are unobservable inputs employed for measuring the fair value of assets or liabilities. The Company did not have any recurring financial assets or liabilities recorded in its condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 that were measured using Level 3 inputs.

Assets and liabilities reported at fair value on a recurring basis

			September 30, 2024																		December 31, 2023
($ in millions)			Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Assets:
Other current assets:
Marketable equity securities			$9						$—						$—						$9						$—						$—
Foreign currency forward contracts (a)			$—						$9						$—						$—						$28						$—
Cross currency swaps (b)			$—						$—						$—						$—						$2						$—
Investments:
Marketable equity securities			$87						$—						$—						$74						$—						$—
Other assets:
Cross currency swaps (b)			$—						$30						$—						$—						$31						$—
Liabilities:
Accounts payable and accrued liabilities:
Foreign currency forward contracts (a)			$—						$30						$—						$—						$5						$—
Other liabilities:
Interest rate swaps (c)			$—						$8						$—						$—						$14						$—

(a)Derivatives not designated as hedging instruments

(b)Net investment hedges

(c)Fair value hedges

Long-Term Debt

($ in millions)			September 30, 2024 (a)						December 31, 2023 (b)
Long-term debt - carrying value			$6,466						$6,042
Long-term debt - fair value			$6,339						$5,781

(a)Excludes finance lease obligations of $8 million and short-term borrowings of $3 million as of September 30, 2024.

(b)Excludes finance lease obligations of $8 million and short-term borrowings of $4 million as of December 31, 2023.

The fair values of the debt instruments were measured using Level 2 inputs, including discounted cash flows and interest rates then currently available to the Company for instruments of the same remaining maturities.

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13.    Stock-Based Compensation

The Company’s stock-based compensation includes stock options, restricted stock units (“RSUs”) and grants of contingent shares that are earned based on achieving targeted levels of total shareholder return ("TSR"). All current grants of stock options, RSUs and contingent shares are made under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (“PPG Amended Omnibus Plan”), which was amended and restated effective April 21, 2016.

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Stock-based compensation expense			$10						$8						$32						$42
Income tax benefit recognized			$3						$2						$7						$9

Grants of stock-based compensation during the nine months ended September 30, 2024 and 2023 were as follows:

			Nine Months Ended September 30
			2024												2023
			Shares						Fair Value						Shares						Fair Value
Stock options			426,389						$43.83						410,001						$38.55
Restricted stock units			243,504						$135.61						289,573						$125.79
Contingent shares (a)			51,543						$142.65						52,389						$129.03

(a)The number of contingent shares represents the target value of the award.

Stock options are generally exercisable 36 months after being granted and have a maximum term of 10 years. Compensation expense for stock options is recorded over the vesting period based on the fair value on the date of grant. The fair value of the stock options granted during the nine months ended September 30, 2024 was calculated with the following weighted average assumptions:

Weighted average exercise price			$142.65
Risk-free interest rate			4.3		%
Expected life of option in years			6.5
Expected dividend yield			1.7		%
Expected volatility			28.4		%

The risk-free interest rate is determined by using the U.S. Treasury yield curve at the date of the grant and using a maturity equal to the expected life of the option. The expected life of options is calculated using the average of the vesting term and the maximum term, as prescribed by accounting guidance on the use of the simplified method for determining the expected term of an employee share option. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options.

Time-based RSUs generally vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the vesting period. Performance-based RSUs vest based on achieving specific annual performance targets for adjusted earnings per share growth and cash flow return on capital over the three calendar year-end periods following the date of grant. Unless forfeited, the performance-based RSUs will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three-year performance period if PPG meets the performance targets.

The amount paid upon vesting of performance-based RSUs may range from 0% to 200% of the original grant, based upon the level of adjusted earnings per share growth achieved and frequency with which the annual cash flow return on capital performance target is met over the three calendar year periods comprising the vesting period. Performance against the earnings per share growth and the cash flow return on capital target is calculated annually, and the annual payout for each goal is weighted equally over the three-year period.

The Company also provides grants of contingent shares to selected key executives that may be earned based on PPG's TSR over the three-year period following the date of grant. Contingent share grants (referred to as “TSR awards”) are made annually and are paid out at the end of each three-year period based on the Company’s stock

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performance. Performance is measured by determining the percentile rank of the total shareholder return of PPG common stock in relation to the TSR of the S&P 500 Index for the three-year period following the date of grant. This comparison group represents the entire S&P 500 Index as it existed at the beginning of the performance period, excluding any companies that were removed from the index because they ceased to be publicly traded. The payment of awards following the three-year award period is based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 200% of the initial grant. A payout of 100% is earned if target performance is achieved. Contingent share awards earn dividend equivalents for the award period, which are paid to participants or credited to the participants’ deferred compensation plan accounts with the award payout at the end of the period based on the actual number of contingent shares that are earned. Any payments made at the end of the award period may be in the form of stock, cash or a combination of both. The TSR awards are classified as liability awards, and compensation expense is recognized over the three-year award period based on the fair value of the awards (giving consideration to the Company’s percentile rank of TSR) remeasured in each reporting period until settlement of the awards.

14.    Commitments and Contingent Liabilities

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims may relate to contract, patent, environmental, product liability, antitrust, employment and other matters arising out of the conduct of PPG’s current and past business activities. To the extent that these lawsuits and claims involve personal injury, property damage and certain other claims, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage with respect to some of these claims, and certain insurers may contest coverage with respect to claims in the future. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.

The results of any current or future litigation and claims are inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

Asbestos Matters

As of September 30, 2024, the Company was aware of certain asbestos-related claims pending against the Company and certain of its subsidiaries. The Company is defending these asbestos-related claims vigorously. The asbestos-related claims consist of claims against the Company alleging:

•exposure to asbestos or asbestos-containing products manufactured, sold or distributed by the Company or its subsidiaries (“Products Claims”);

•personal injury caused by asbestos on premises presently or formerly owned, leased or occupied by the Company (“Premises Claims”); and

•asbestos-related claims against a subsidiary the Company acquired in 2013 (“Subsidiary Claims”).

The Company monitors and reviews the activity associated with its asbestos claims and evaluates, on a periodic basis, its estimated liability for such claims and all underlying assumptions to determine whether any adjustment to the reserves for these claims is required. Additionally, as a supplement to its periodic monitoring and review, the Company conducts discussions with counsel and engages valuation consultants to analyze its claims history and estimate the amount of the Company’s potential liability for asbestos-related claims. As of September 30, 2024 and December 31, 2023, the Company's asbestos-related reserves totaled $46 million and $48 million, respectively.

The Company believes that, based on presently available information, the total reserves of $46 million for asbestos-related claims will be sufficient to encompass all of the Company’s current and estimable potential future asbestos liabilities. These reserves, which are included within Other liabilities on the accompanying consolidated balance sheets, involve significant management judgment and represent the Company’s current best estimate of its liability for these claims.

The amount reserved for asbestos-related claims by its nature is subject to many uncertainties that may change over time, including (i) the ultimate number of claims filed; (ii) whether closed, dismissed or dormant claims are reinstituted, reinstated or revived; (iii) the amounts required to resolve both currently known and future unknown claims; (iv) the amount of insurance, if any, available to cover such claims; (v) the unpredictable aspects of the tort system, including a changing trial docket and the jurisdictions in which trials are scheduled; (vi) the outcome of any trials, including potential judgments or jury verdicts; (vii) the lack of specific information in many cases concerning

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exposure for which the Company is allegedly responsible, and the claimants’ alleged diseases resulting from such exposure; and (viii) potential changes in applicable federal and/or state tort liability law. All of these factors may have a material effect upon future asbestos-related liability estimates. While the ultimate outcome of the Company’s asbestos litigation cannot be predicted with certainty, the Company believes that any financial exposure resulting from its asbestos-related claims will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.

Environmental Matters

In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.

As remediation at certain environmental sites progresses, PPG continues to refine its assumptions underlying the estimates of the expected future costs of its remediation programs. PPG’s ongoing evaluation may result in additional charges against income to adjust the reserves for these sites. In 2024 and 2023, certain charges have been recorded based on updated estimates to increase existing reserves for these sites. Certain other charges related to environmental remediation actions are expensed as incurred.

As of September 30, 2024 and December 31, 2023, PPG had reserves for environmental contingencies associated with PPG’s former chromium manufacturing plant in Jersey City, New Jersey (“New Jersey Chrome”), glass and chemical manufacturing sites, and for other environmental contingencies, including current manufacturing locations and National Priority List sites. These reserves are reported as Accounts payable and accrued liabilities and Other liabilities in the accompanying condensed consolidated balance sheet.

Environmental Reserves
($ in millions)			September 30, 2024						December 31, 2023
New Jersey Chrome			$60						$53
Glass and chemical			55						54
Other			116						120
Total environmental reserves			$231						$227
Current portion			$45						$52

Pretax charges against income for environmental remediation costs are included in Other (income)/charges, net in the accompanying condensed consolidated statement of income. The pretax charges and cash outlays related to such environmental remediation for the three and nine months ended September 30, 2024 and 2023 were as follows:

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Environmental remediation pretax (recoveries)/charges, net			($1)						$3						$23						$16
Cash outlays for environmental remediation activities			$6						$12						$19						$28

In the second quarter 2024, the Company recognized pretax environmental remediation charges of $20 million related to certain legacy PPG manufacturing sites. These legacy environmental remediation charges primarily relate to an increase in the expected cost of groundwater remediation and monitoring at the New Jersey Chrome site and a remedial action design change for the solid waste disposal area at the Ford City, Pennsylvania site.

Remediation: New Jersey Chrome

In June 2009, PPG entered into a settlement agreement with the New Jersey Department of Environmental Protection (“NJDEP”) and Jersey City, New Jersey (which had asserted claims against PPG for lost tax revenue) which was in the form of a Partial Consent Judgment (the "Consent"). Under the Consent, PPG accepted sole responsibility for the remediation activities at its former chromium manufacturing location in Jersey City and a number of additional surrounding sites. Remediation of the New Jersey Chrome sites requires PPG to remediate soil and groundwater contaminated by hexavalent chromium, as well as perform certain other environmental remediation activities. The most significant assumptions underlying the estimate of remediation costs for all New Jersey Chrome sites relate to the extent and concentration of chromium in the soil.

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PPG regularly evaluates the assessments of costs incurred to date versus current progress and the potential cost impacts of the most recent information, including the extent of impacted soils and groundwater, and engineering, administrative and other associated costs. Based on these assessments, the reserve is adjusted accordingly. As of September 30, 2024 and December 31, 2023, PPG's reserve for remediation of all New Jersey Chrome sites was $60 million and $53 million, respectively. The major cost components of this liability are related to excavation of impacted soil as well as groundwater remediation. These components each account for approximately 60% and 25% of the amount accrued at September 30, 2024, respectively.

There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution and applicable governmental agency or community organization approvals. Considerable uncertainty exists regarding the timing of these future events for the New Jersey Chrome sites. Further resolution of these events is expected to occur over the next several years. As these events occur and to the extent that the cost estimates of the environmental remediation remedies change, the existing reserve for this environmental remediation matter will continue to be adjusted.

Remediation: Glass, Chemicals and Other Sites

Among other sites at which PPG is managing environmental liabilities, remedial actions are occurring at a chemical manufacturing site in Barberton, Ohio where PPG has completed a Facility Investigation and Corrective Measure Study under the United States Environmental Protection Agency's Resource Conservation and Recovery Act Corrective Action Program. PPG has also been addressing the impacts from a legacy plate glass manufacturing site in Kokomo, Indiana under the Voluntary Remediation Program of the Indiana Department of Environmental Management and a site associated with a legacy plate glass manufacturing site near Ford City, Pennsylvania under the Pennsylvania Land Recycling Program under the oversight of the Pennsylvania Department of Environmental Protection. PPG is currently performing additional investigation and remedial activities at these locations.

With respect to certain other waste sites, the financial condition of other potentially responsible parties also contributes to the uncertainty of estimating PPG’s final costs. Although contributors of waste to sites involving other potentially responsible parties may face governmental agency assertions of joint and several liability, in general, final allocations of costs are made based on the relative contributions of wastes to such sites. PPG is generally not a major contributor to such sites.

Remediation: Reasonably Possible Matters

In addition to the amounts currently reserved for environmental remediation, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $100 million to $200 million. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. These reasonably possible unreserved losses relate to environmental matters at a number of sites, none of which are individually significant. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.

The impact of evolving programs, such as natural resource damage claims, industrial site re-use initiatives and domestic and international remediation programs, also adds to the present uncertainties with regard to the ultimate resolution of this unreserved exposure to future loss. The Company’s assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments.

15.    Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. For most transactions, control passes in accordance with agreed upon delivery terms. 

The Company delivers products to company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires and independent distributors, company-owned distribution networks, and directly to manufacturing companies and retail customers. Each product delivered to a third-party customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. Accounts receivable are recognized when there is an unconditional right to consideration. Payment terms vary from customer to customer, depending on creditworthiness, prior payment history and other considerations.

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The Company also provides services by applying coatings to customers' manufactured parts and assembled products and by providing technical support to certain customers. Performance obligations are satisfied over time as critical milestones are met and as services are provided. PPG is entitled to payment as the services are rendered. For the three and nine months ended September 30, 2024 and 2023, service revenue constituted less than 5% of total revenue.

Net sales by segment and region for the three and nine months ended September 30, 2024 and 2023 were as follows:

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Performance Coatings
United States and Canada			$1,342						$1,287						$3,868						$3,807
Europe, Middle East and Africa ("EMEA")			955						932						2,820						2,822
Asia Pacific			287						274						817						821
Latin America			337						387						1,078						1,099
Total			$2,921						$2,880						$8,583						$8,549
Industrial Coatings
United States and Canada			$587						$654						$1,842						$1,969
EMEA			411						461						1,359						1,519
Asia Pacific			464						459						1,324						1,295
Latin America			192						190						572						564
Total			$1,654						$1,764						$5,097						$5,347
Total Net Sales
United States and Canada			$1,929						$1,941						$5,710						$5,776
EMEA			1,366						1,393						4,179						4,341
Asia Pacific			751						733						2,141						2,116
Latin America			529						577						1,650						1,663
Total PPG			$4,575						$4,644						$13,680						$13,896

Allowance for Doubtful Accounts

All trade receivables are reported on the condensed consolidated balance sheet at the outstanding principal amount adjusted for any allowance for doubtful accounts and any charge-offs. PPG provides an allowance for doubtful accounts to reduce trade receivables to their estimated net realizable value equal to the amount that is expected to be collected. This allowance is estimated based on historical collection experience, current regional economic and market conditions, the aging of accounts receivable, assessments of current creditworthiness of customers and forward-looking information. The use of forward-looking information is based on certain macroeconomic and microeconomic indicators, including, but not limited to, regional business environment risk, political risk, and commercial and financing risks.

PPG reviews its allowance for doubtful accounts on a quarterly basis to ensure the estimate reflects regional risk trends as well as current and future global operating conditions.

The following table summarizes the activity for the allowance for doubtful accounts for the nine months ended September 30, 2024 and 2023:

			Trade Receivables Allowance for Doubtful Accounts
($ in millions)			2024						2023
January 1			$25						$31
Bad debt expense			12						10
Write-offs and recoveries of previously reserved trade receivables			(9)						(15)
Other			—						(3)
September 30			$28						$23

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16.    Reportable Business Segment Information

PPG is a multinational manufacturer with 10 operating segments (which the Company refers to as “strategic business units”) that are organized based on the Company’s major products lines. The Company’s reportable business segments include the following two segments: Performance Coatings and Industrial Coatings. The operating segments have been aggregated based on economic similarities, the nature of their products, production processes, end-use markets and methods of distribution.

The Performance Coatings reportable business segment is comprised of the automotive refinish coatings, aerospace coatings, architectural coatings – Americas and Asia Pacific, architectural coatings – EMEA, protective and marine coatings and traffic solutions operating segments. This reportable business segment primarily supplies a variety of protective and decorative coatings, adhesives, sealants and finishes, along with paint strippers, stains and related chemicals, pavement marking products, transparencies and transparent armor and paint films.

The Industrial Coatings reportable business segment is comprised of the automotive original equipment manufacturer ("OEM") coatings, industrial coatings, packaging coatings and specialty coatings and materials operating segments. This reportable business segment primarily supplies a variety of protective and decorative coatings and finishes along with adhesives, sealants, metal pretreatment products, optical monomers and coatings, low-friction coatings, paint films, precipitated silicas and other specialty materials.

Reportable business segment net sales and segment income for the three and nine months ended September 30, 2024 and 2023 were as follows: 

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Net sales:
Performance Coatings			$2,921						$2,880						$8,583						$8,549
Industrial Coatings			1,654						1,764						5,097						5,347
Total			$4,575						$4,644						$13,680						$13,896
Segment income:
Performance Coatings			$513						$452						$1,485						$1,384
Industrial Coatings			199						246						707						736
Total			$712						$698						$2,192						$2,120
Corporate unallocated			(72)						(88)						(224)						(240)
Interest expense, net of interest income			(19)						(25)						(49)						(94)
Business restructuring-related costs, net (a)			—						(13)						(15)						(27)
Portfolio optimization (b)			(10)						(15)						(42)						(22)
Legacy environmental remediation charges(c)			—						—						(20)						—
Pension settlement charge (d)			—						—						—						(190)
Insurance recovery (e)			—						—						—						9
Income before income taxes			$611						$557						$1,842						$1,556

(a)Business restructuring-related costs, net include business restructuring charges, offset by releases related to previously approved programs, which are included in Other (income)/charges, net on the condensed consolidated statement of income, accelerated depreciation of certain assets, which is included in Depreciation on the condensed consolidated statement of income and other restructuring-related costs, which are included in Cost of sales, exclusive of depreciation and amortization and Selling, general and administrative on the condensed consolidated statement of income.

(b)Portfolio optimization includes losses on the sale of non-core assets, including the loss recognized in the second quarter 2024 on the sale of the Company's traffic solutions business in Argentina and the loss recognized in the third quarter 2023 on the sale of the Company's legacy industrial Russian operations, which are included in Other (income)/charges, net in the condensed consolidated statement of income. Portfolio optimization also includes advisory, legal, accounting, valuation, other professional or consulting fees and certain internal costs directly incurred to effect acquisitions, as well as similar fees and other costs to effect divestitures and other portfolio optimization exit actions. These costs are included in Selling, general and administrative expense on the condensed consolidated statement of income. In 2023, net loss of $2 million was attributable to noncontrolling interests.

(c)Legacy environmental remediation charges represent environmental remediation costs at certain non-operating PPG manufacturing sites. These charges are included in Other (income)/charges, net in the condensed consolidated statement of income.

(d)In the first quarter 2023, PPG purchased group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees in the U.S. to third-party insurance companies, resulting in a non-cash pension settlement charge.

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(e)In the first quarter 2023, the Company received reimbursement under its insurance policies for damages incurred at a southern U.S. factory from a winter storm in 2020.

17.    Supplier Finance Programs

PPG has certain voluntary supply chain finance programs with financial intermediaries which provide participating suppliers the option to be paid by the intermediary earlier than the original invoice due date. PPG’s responsibility is limited to making payments on the terms originally negotiated with the suppliers, regardless of whether the intermediary pays the supplier in advance of the original due date. The range of payment terms PPG negotiates with suppliers are consistent, regardless of whether a supplier participates in a supply chain finance program. These amounts are included within Accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheet.

The rollforward of outstanding obligations confirmed as valid under the supplier finance programs for the nine months ended September 30, 2024 is as follows:

($ in millions)			2024
January 1			$301
Invoices confirmed			504
Confirmed invoices paid			(558)
Currency impact			57
September 30			$304

18.    Subsequent Events

Divestitures

On October 17, 2024, PPG announced that it had entered into a definitive agreement to sell 100% of its architectural coatings business in the U.S. and Canada at a transaction value of approximately $550 million to American Industrial Partners (AIP), an industrials investor. Net cash paid to PPG at closing will include customary adjustments for working capital and net debt. The transaction, which is expected to close in late 2024 or early 2025, subject to customary closing conditions, is the result of PPG’s evaluation of strategic alternatives for the business, which was first announced on February 26, 2024.

In 2023, net sales of the U.S. and Canada architectural coatings business were approximately $2.0 billion. The company expects to record a loss in the fourth quarter 2024 related to the sale of the business of approximately $300 million pre-tax, including the recognition of accumulated foreign currency losses and the impairment of goodwill. The assets and liabilities of the U.S. and Canada architectural coatings business were classified as held and used as of September 30, 2024.

Business Restructuring

On October 16, 2024, the Company approved a comprehensive cost reduction program with anticipated annualized pre-tax savings of approximately $175 million once fully implemented, including savings of $60 million in 2025. The multi-year program is focused on reducing structural costs primarily in Europe and in certain other global businesses, along with other corporate costs following the two recently announced agreements to sell PPG’s silicas products business and the architectural coatings business in the U.S. and Canada. The program includes various facility closures and other targeted fixed cost reductions. The Company expects to record a pretax restructuring charge of approximately $250 million, based on current exchange rates, in PPG’s fourth quarter 2024 financial results. This charge represents employee severance and other cash costs. As a result of this program, the Company also expects to recognize a $120 million non-cash charge due to the recognition of accumulated currency losses related to the exit of certain international operations and to incur approximately $100 million of incremental non-cash accelerated depreciation expense over the life of the program for certain assets due to their reduced expected asset life. In addition, the Company expects to incur other cash costs of approximately $70 million over the duration of this program, consisting of incremental restructuring-related cash costs for certain items that are required to be recognized as period expense as incurred. The restructuring actions will result in the net reduction of approximately 1,800 positions, primarily in Europe and the U.S.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in the condensed consolidated financial statements in Part I, Item 1, “Financial Statements,” of this report and in conjunction with the 2023 Form 10-K.

Highlights

Net sales were approximately $4.6 billion for the three months ended September 30, 2024, a decrease of 1.5% compared to the prior year, primarily due to the unfavorable impact of foreign currency translation and the divestitures of the non-North American portion of the traffic solutions business.

Income before income taxes was $611 million for the three months ended September 30, 2024, an increase of $54 million compared to the prior year. This increase was primarily due to improved manufacturing productivity, certain reductions in overhead, and lower depreciation, amortization and net interest costs, partially offset by wage and benefits inflation.

Results of Operations

			Three Months Ended September 30												Percent Change						Nine Months Ended September 30												Percent Change
($ in millions, except percentages)			2024						2023						2024 vs. 2023						2024						2023						2024 vs. 2023
Net sales			$4,575						$4,644						(1.5)		%				$13,680						$13,896						(1.6)		%
Cost of sales, exclusive of depreciation and amortization			$2,663						$2,752						(3.2)		%				$7,842						$8,214						(4.5)		%
Selling, general and administrative			$1,062						$1,047						1.4		%				$3,203						$3,108						3.1		%
Depreciation			$97						$102						(4.9)		%				$298						$287						3.8		%
Amortization			$32						$40						(20.0)		%				$106						$121						(12.4)		%
Research and development, net			$105						$108						(2.8)		%				$325						$322						0.9		%
Interest expense			$67						$64						4.7		%				$184						$190						(3.2)		%
Interest income			($48)						($39)						23.1		%				($135)						($96)						40.6		%
Pension settlement charge			$—						$—						—		%				$—						$190						(100.0)		%
Other (income)/charges, net			($14)						$13						(207.7)		%				$15						$4						275.0		%

Net Sales by Region

			Three Months Ended September 30												Percent Change						Nine Months Ended September 30												Percent Change
($ in millions, except percentages)			2024						2023						2024 vs. 2023						2024						2023						2024 vs. 2023
United States and Canada			$1,929						$1,941						(0.6)		%				$5,710						$5,776						(1.1)		%
EMEA			1,366						1,393						(1.9)		%				4,179						4,341						(3.7)		%
Asia Pacific			751						733						2.5		%				2,141						2,116						1.2		%
Latin America			529						577						(8.3)		%				1,650						1,663						(0.8)		%
Total			$4,575						$4,644						(1.5)		%				$13,680						$13,896						(1.6)		%

Three Months Ended September 30, 2024

Net sales decreased $69 million due to the following:

● Unfavorable foreign currency translation and divestiture-related sales (-1%)

For specific business results, see the Performance of Reportable Business Segments section within Item 2 of this Form 10-Q.

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Cost of sales, exclusive of depreciation and amortization, decreased $89 million primarily due to improved manufacturing productivity.

Selling, general and administrative expense increased $15 million primarily due to wage and benefits inflation partially offset by certain overhead reductions.

Interest expense increased $3 million primarily due to higher interest rates. Interest income increased $9 million primarily due to higher interest rates.

Other (income)/charges, net increased by $27 million of income primarily due to the absence of a loss on the third quarter 2023 sale of the Company's legacy Russian industrial operations and an increase in realized foreign currency gains.

Nine Months Ended September 30, 2024

Net sales decreased $216 million due to the following:

● Lower sales volumes (-1%)

● Unfavorable foreign currency translation and divestiture-related sales (-1%)

For specific business results, see the Performance of Reportable Business Segments section within Item 2 of this Form 10-Q.

Cost of sales, exclusive of depreciation and amortization, decreased $372 million primarily due to moderating raw material costs during the first six months of 2024 and lower sales volumes.

Selling, general and administrative expense increased $95 million primarily due to wage and benefits inflation and growth-related investments.

Depreciation expense increased $11 million primarily due to higher capital expenditures in recent periods.

Interest expense decreased $6 million primarily due to lower debt balances. Interest income increased $39 million primarily due to higher interest rates and higher intra-quarter cash and cash equivalents balances during the period.

A pension settlement charge of $190 million was recorded in the first quarter 2023 associated with the Company's purchase of group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees in the U.S. to third-party insurance companies. Refer to Note 10, "Pensions and Other Postretirement Benefits" in Part I, Item 1 of this Form 10-Q for additional information.

Other (income)/charges, net increased by $11 million of charges primarily due to a non-cash loss on the second quarter 2024 sale of the Argentina portion of the traffic solutions business and the absence of a first quarter 2023 insurance recovery related to hurricane damage at a southern U.S. factory, partially offset by the absence of a loss on the third quarter 2023 sale of the Company's legacy Russian industrial operations and an increase in realized foreign currency gains.

Effective Tax Rate and Earnings Per Diluted Share

			Three Months Ended September 30												Percent Change						Nine Months Ended September 30												Percent Change
($ in millions, except percentages and amounts per share)			2024						2023						2024 vs. 2023						2024						2023						2024 vs. 2023
Income tax expense			$137						$121						13.2		%				$422						$350						20.6		%
Effective tax rate			22.4		%				21.7		%				0.7		%				22.9		%				22.5		%				0.4		%
Adjusted effective tax rate, continuing operations*			22.5		%				19.5		%				3.0		%				23.2		%				22.0		%				1.2		%
Earnings per diluted share, continuing operations			$2.00						$1.79						11.7		%				$5.93						$4.97						19.3		%
Adjusted earnings per diluted share*			$2.13						$2.07						2.9		%				$6.49						$6.15						5.5		%
*See Regulation G Reconciliation below

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Adjusted earnings per diluted share for the three months ended September 30, 2024 increased year-over-year primarily due to improved manufacturing productivity and certain reductions in overhead, partially offset by wage and benefits inflation.

Adjusted earnings per diluted share for the nine months ended September 30, 2024 increased year-over-year primarily due to moderating raw material costs during the first six months of 2024, partially offset by wage and benefits inflation.

Regulation G Reconciliations - Results from Operations

PPG believes investors’ understanding of the Company’s performance is enhanced by the disclosure of net income from continuing operations, earnings per diluted share from continuing operations, PPG’s effective tax rate and segment income adjusted for certain items. PPG’s management considers this information useful in providing insight into the Company’s ongoing performance because it excludes the impact of items that cannot reasonably be expected to recur on a quarterly basis or that are not attributable to our primary operations. Net income from continuing operations, earnings per diluted share from continuing operations, the effective tax rate and segment income adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and should not be considered a substitute for net income from continuing operations, earnings per diluted share from continuing operations, the effective tax rate, segment income or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted net income, adjusted earnings per diluted share and the adjusted effective tax rate may not be comparable to similarly titled measures as reported by other companies.

Income before income taxes from continuing operations is reconciled to adjusted income before income taxes from continuing operations, the effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations and net income from continuing operations (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income from continuing operations (attributable to PPG) and adjusted earnings per share – assuming dilution below.

			Three Months Ended September 30, 2024
($ in millions, except percentages and per share amounts)			Income Before Income Taxes						Income Tax Expense						Effective Tax Rate						Net Income (attributable to PPG)						Earnings Per Diluted Share(a)
As reported, continuing operations			$611						$137						22.4		%				$468						$2.00
Adjusted for:
Acquisition-related amortization expense			32						8						24.4		%				24						0.10
Portfolio optimization(b)			10						2						24.3		%				8						0.03
Adjusted, continuing operations, excluding certain items			$653						$147						22.5		%				$500						$2.13

			Three Months Ended September 30, 2023
($ in millions, except percentages and per share amounts)			Income Before Income Taxes						Income Tax Expense						Effective Tax Rate						Net Income (attributable to PPG)						Earnings Per Diluted Share(a)
As reported, continuing operations			$557						$121						21.7		%				$426						$1.79
Adjusted for:
Acquisition-related amortization expense			40						10						23.9		%				30						0.13
Portfolio optimization(b)			15						(12)						(77.2)		%				27						0.11
Business restructuring-related costs, net(c)			13						3						22.9		%				10						0.04
Adjusted, continuing operations, excluding certain items			$625						$122						19.5		%				$493						$2.07

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			Nine Months Ended September 30, 2024
($ in millions, except percentages and per share amounts)			Income Before Income Taxes						Tax Expense						Effective Tax Rate						Net Income (attributable to PPG)						Earnings per Diluted share(a)
As reported, continuing operations			$1,842						$422						22.9		%				$1,396						$5.93
Adjusted for:
Acquisition-related amortization expense			106						26						24.5		%				80						0.33
Portfolio optimization(b)			42						12						28.6		%				30						0.13
Business restructuring-related costs, net(c)			15						5						32.5		%				10						0.04
Legacy environmental remediation charges(d)			20						5						24.3		%				15						0.06
Adjusted, continuing operations, excluding certain items			$2,025						$470						23.2		%				$1,531						$6.49

			Nine Months Ended September 30, 2023
($ in millions, except percentages and per share amounts)			Income Before Income Taxes						Tax Expense						Effective Tax Rate						Net Income (attributable to PPG)						Earnings per Diluted share(a)
As reported, continuing operations			$1,556						$350						22.5		%				$1,180						$4.97
Adjusted for:
Pension settlement charge (e)			190						46						24.2		%				144						0.61
Acquisition-related amortization expense			121						30						24.3		%				91						0.39
Business restructuring-related costs, net (c)			27						6						23.5		%				21						0.09
Portfolio optimization(b)			22						(10)						(45.2)		%				30						0.12
Insurance recovery of expenses incurred due to a natural disaster (f)			(9)						(2)						24.3		%				(7)						(0.03)
Adjusted, continuing operations, excluding certain items			$1,907						$420						22.0		%				$1,459						$6.15

(a)Earnings per diluted share is calculated based on unrounded numbers. Figures in the table may not recalculate due to rounding.

(b)Portfolio optimization includes losses on the sale of non-core assets, including the loss recognized in the second quarter 2024 on the sale of the Company's traffic solutions business in Argentina and the loss recognized in the third quarter 2023 on the sale of the Company's legacy industrial Russian operations, which are included in Other (income)/charges, net in the condensed consolidated statement of income. Portfolio optimization also includes advisory, legal, accounting, valuation, other professional or consulting fees and certain internal costs directly incurred to effect acquisitions, as well as similar fees and other costs to effect divestitures and other portfolio optimization exit actions. These costs are included in Selling, general and administrative expense on the condensed consolidated statement of income. In 2023, net loss of $2 million was attributable to noncontrolling interests.

(c)Business restructuring-related costs, net include business restructuring charges, offset by releases related to previously approved programs, which are included in Other (income)/charges, net on the condensed consolidated statement of income, accelerated depreciation of certain assets, which is included in Depreciation on the condensed consolidated statement of income, and other restructuring-related costs, which are included in Cost of sales, exclusive of depreciation and amortization and Selling, general and administrative on the condensed consolidated statement of income.

(d)Legacy environmental remediation charges represent environmental remediation costs at certain non-operating PPG manufacturing sites. These charges are included in Other (income)/charges, net in the condensed consolidated statement of income.

(e)In the first quarter 2023, PPG purchased group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees in the U.S. to third-party insurance companies, resulting in a non-cash pension settlement charge.

(f)In the first quarter 2023, the Company received reimbursement under its insurance policies for damages incurred at a southern U.S. factory from a winter storm in 2020.

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Performance of Reportable Business Segments

Performance Coatings

			Three Months Ended September 30												$ Change						% Change						Nine Months Ended September 30												$ Change						% Change
($ in millions, except percentages)			2024						2023						2024 vs. 2023						2024 vs. 2023						2024						2023						2024 vs. 2023						2024 vs. 2023
Net sales			$2,921						$2,880						$41						1.4		%				$8,583						$8,549						$34						0.4		%
Segment income			$513						$452						$61						13.5		%				$1,485						$1,384						$101						7.3		%
Amortization expense			$22						$28						($6)						(21.4)		%				$74						$87						($13)						(14.9)		%
Segment income, excluding amortization expense			$535						$480						$55						11.5		%				$1,559						$1,471						$88						6.0		%

Three Months Ended September 30, 2024

Performance Coatings net sales increased due to the following:

● Higher sales volumes (+2%)

● Higher selling prices (+1%)

Offset by:

● Unfavorable foreign currency translation (-1%)

● Divestiture-related sales (-1%)

Architectural coatings - Americas and Asia Pacific net sales, excluding the impact of currency, acquisitions and divestitures ("organic sales") increased a low single-digit percentage compared to the prior-year third quarter driven by increased sales volumes in the U.S. and Canada coupled with higher prices. In the U.S. and Canada, growth initiatives through our partnership with The Home Depot® drove higher professional contractor sales volumes. In Mexico, the business benefited from our strong concessionaire network.

Architectural coatings – EMEA organic sales were flat year over year, as higher prices were offset by lower sales volumes. Consumer confidence remained weak during the quarter, and regional demand was uneven by country. Sales volumes were strong in central and eastern Europe offset by lower sales volumes in western Europe.

Automotive refinish coatings organic sales increased by a mid-single-digit percentage versus the prior year. In the U.S., sales volumes were higher compared to prior-year results even with lower industry-wide insurance claims. In Europe, organic sales increased year over year driven by price, and demand improved slightly in Latin America. In China, demand for refinish products is recovering and is expected to improve in the coming quarters.

Aerospace coatings organic sales increased by a double-digit percentage compared to the third quarter 2023, led by higher selling prices and sales volume. Demand remained strong as customer order backlogs are at similar levels to the prior quarter. Global air travel has improved year over year but remains about 3% below pre-pandemic levels for both domestic and international flights. The company remains focused on debottlenecking and expanding manufacturing capabilities to drive volume and earnings growth.

Protective and marine coatings organic sales increased by a low single-digit percentage compared to the prior-year third quarter driven by higher sales volumes in Europe and the Asia Pacific region partially offset by lower sales volumes in the United States. The third quarter was the sixth consecutive quarter with positive year-over-year sales volume growth. In Europe and the Asia Pacific region, increased sales volumes were driven by share gains in marine maintenance and repair, reflecting demand for PPG's sustainably advantaged products.

Traffic solutions organic sales increased by a low single-digit percentage compared with the prior-year third quarter primarily due to increased sales volumes offset by lower prices. Seasonally, second and third quarter sales in the traffic solutions business are typically more than twice the sales in the first and fourth quarter due to the difficulty of applying traffic markings in colder temperatures.

Segment income was $513 million, an increase of 13% versus the prior year, primarily due to higher sales volumes and selling prices, partially offset by wage inflation.

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Nine Months Ended September 30, 2024

Performance Coatings net sales were flat due to the following:

● Higher selling prices (+1%)

Partially offset by:

● Lower sales volumes and divestiture-related sales (-1%)

Architectural coatings - Americas and Asia Pacific organic sales were flat year-over-year with slightly higher selling prices offset by slightly lower sales volumes.

Architectural coatings – EMEA organic sales decreased by a low single-digit percentage year over year driven by lower sales volumes. Regional demand was uneven by country, with strong sales volumes in central and eastern Europe offset by lower sales volumes in western Europe.

Automotive refinish coatings organic sales were flat year over year as selling price increases offset lower sales volumes.

Aerospace coatings sales volumes increased by a high single-digit percentage as demand was strong in all regions. Sales also increased due to the benefit of higher selling prices.

Protective and marine coatings organic sales increased by a low single-digit percentage primarily due to strong demand in Europe and the Asia Pacific region.

Traffic solutions organic sales were flat as higher sales volumes in the U.S. were offset by lower selling prices.

Segment income increased $101 million year over year primarily due to higher selling prices, lower manufacturing costs and moderating raw material costs during the first six months of 2024, which more than offset wage and benefits inflation and higher growth-related spending.

Looking Ahead

In the fourth quarter, we expect demand to continue to be strong in aerospace coatings and expect growth in automotive refinish coatings above industry rates. We expect that consumer demand will remain tepid in Europe. Our architectural coatings - Americas and Asia Pacific business is anticipated to benefit from growth initiatives with The Home Depot® and from our strong concessionaire network.

Industrial Coatings

			Three Months Ended September 30												$ Change						% Change						Nine Months Ended September 30												$ Change						% Change
($ in millions, except percentages)			2024						2023						2024 vs. 2023						2024 vs. 2023						2024						2023						2024 vs. 2023						2024 vs. 2023
Net sales			$1,654						$1,764						($110)						(6.2)		%				$5,097						$5,347						($250)						(4.7)		%
Segment income			$199						$246						($47)						(19.1)		%				$707						$736						($29)						(3.9)		%
Amortization expense			$10						$12						($2)						(16.7)		%				$30						$34						($4)						(11.8)		%
Segment income, excluding amortization expense			$209						$258						($49)						(19.0)		%				$737						$770						($33)						(4.3)		%

Three Months Ended September 30, 2024

Industrial Coatings segment net sales decreased due to the following:

● Lower selling prices (-3%)

● Lower sales volumes (-3%)

Automotive OEM coatings organic sales decreased by a double-digit percentage compared to the third quarter 2023 driven by lower sales volumes and lower indexed-based selling prices for certain customer contracts. Overall global demand weakened in the third quarter. Sales volume declines in the U.S. and Europe were partially offset by sales volume increases in Latin America. In Western Europe and the U.S., automotive industry build rates were significantly lower than the third quarter 2023 with reduced demand and extended OEM downtime.

In the industrial coatings business, organic sales decreased by a mid-single-digit percentage compared to the prior year due to lower sales volumes and lower indexed-based prices. Overall, global industrial production remained

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sluggish, especially in Europe and the U.S. Sales volume declines in those regions more than offset strong growth in the Asia Pacific and Latin America regions.

Packaging coatings organic sales increased by a low single-digit percentage compared to the prior year with higher sales volumes partially offset by lower, index-driven prices. Global beverage demand remains strong, and PPG is well positioned to support the growth.

Specialty coatings and materials organic sales increased by a low single-digit percentage due to higher sales volumes partially offset by lower selling prices.

Segment income decreased $47 million year over year primarily due to lower index-based pricing, lower sales volumes and wage and benefits inflation, partially offset by lower overhead costs.

Nine Months Ended September 30, 2024

Industrial Coatings segment net sales decreased due to the following:

● Lower selling price (-3%)

● Lower sales volumes (-1%)

● Unfavorable foreign currency translation (-1%)

Automotive OEM coatings organic sales decreased by a high single-digit percentage year over year driven by lower sales volumes and lower index-based selling prices for certain customer contracts. Sales volume increases in the Asia Pacific and Latin America regions were more than offset by declines in Europe and the U.S.

In the industrial coatings business, organic sales decreased by a mid-single-digit percentage year over year driven by lower sales volumes and indexed-based prices. Softening global industrial demand resulted in lower sales volumes in all regions except Asia Pacific where sales volumes increased by a mid single-digit percentage.

Packaging coatings organic sales increased by a low single-digit percentage year over year as higher sales volumes were partially offset by lower selling prices in all regions.

Specialty coatings and materials organic sales increased by a mid-single-digit percentage primarily due to higher sales volumes, partially offset by the absence of European energy-related surcharge pricing in the prior year period.

Segment income decreased $29 million year over year primarily due to index-based selling price declines, partially offset by moderating raw material costs during the first six months of 2024.

Looking Ahead

In the fourth quarter, we expect both automotive production build rates and global industrial production to remain at low levels, especially in the U.S. and Europe. For the packaging coatings business, we expect continued strong growth in the Asia Pacific region.

Liquidity and Capital Resources

PPG had cash and short-term investments totaling $1.3 billion and $1.6 billion at September 30, 2024 and December 31, 2023, respectively.

The Company continues to believe that cash on hand and short-term investments, cash from operations and the Company's access to capital markets will be sufficient to fund our operating activities, capital spending, acquisitions, dividend payments, debt service, share repurchases, contributions to pension plans and contractual obligations.

Cash from operating activities

Cash from operating activities for the nine months ended September 30, 2024 and 2023 was $1,074 million and $1,513 million, respectively. The $439 million decrease in cash from operating activities was primarily due to unfavorable changes in working capital compared to the prior year.

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Operating Working Capital

Operating working capital is a subset of total working capital and represents (1) trade receivables – net of the allowance for doubtful accounts (2) FIFO inventories and (3) trade liabilities. We believe operating working capital represents the key components of working capital under the operating control of our businesses. A key metric we use to measure our working capital management is operating working capital as a percentage of sales (current quarter sales annualized).

($ in millions, except percentages)			September 30, 2024						December 31, 2023						September 30, 2023
Trade receivables, net			$3,223						$2,881						$3,213
Inventories, FIFO			2,498						2,376						2,479
Trade creditors’ liabilities			2,536						2,612						2,491
Operating working capital			$3,185						$2,645						$3,201
Operating working capital as a % of sales			17.4		%				15.2		%				17.2		%
Days sales outstanding			59						55						57

Environmental

			Three Months Ended September 30												Nine Months Ended September 30
($ in millions)			2024						2023						2024						2023
Cash outlays for environmental remediation activities			$6						$12						$19						$28

($ in millions)			Remainder of 2024						Annually 2025 - 2028
Projected future cash outlays for environmental remediation activities			$10 - $30						$20 - $75

Cash used for investing activities

Cash used for investing activities for the nine months ended September 30, 2024 and 2023 was $511 million and $399 million, respectively. The $112 million increase in cash used for investing activities was primarily due to higher capital expenditures compared to the prior year.

Total capital spending is expected to be approximately $650 million to $700 million in 2024 in support of future organic growth opportunities.

Cash used for financing activities

Cash used for financing activities for the nine months ended September 30, 2024 and 2023 was $617 million and $1,005 million, respectively. The $388 million decrease in cash used for financing activities was primarily due to higher net debt proceeds, partially offset by higher share repurchases compared to the prior year.

Credit Agreements

In April 2023, PPG entered into a €500 million term loan credit agreement (the "Term Loan"). The Term Loan provides the Company with the ability to increase the size of the loan by an amount not to exceed €250 million. The Term Loan contains covenants that are consistent with those in the Credit Agreement discussed below and that are usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Term Loan terminates and all amounts outstanding are payable in April 2026. In April 2023, PPG borrowed €500 million under the Term Loan. In December 2023, PPG obtained lender commitments sufficient to increase the size of the Term Loan by €250 million. In January 2024, PPG borrowed the additional €250 million.

In February 2021, PPG entered into a $2.0 billion Term Loan Credit Agreement (the "Term Loan Credit Agreement") to finance the Company’s acquisition of Tikkurila, and to pay fees, costs and expenses related thereto. The Term Loan Credit Agreement provided the Company with the ability to borrow up to an aggregate principal amount of $2.0 billion on an unsecured basis. In addition to the amounts borrowed to finance the acquisition of Tikkurila, the Term Loan Credit Agreement allowed the Company to make up to eleven additional borrowings prior to December 31, 2021, to be used for working capital and general corporate purposes. The Term Loan Credit Agreement contains covenants that are consistent with those in the Credit Agreement discussed above and that are usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the

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Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Term Loan Credit Agreement was scheduled to mature and all outstanding borrowings were to be due and payable on the third anniversary of the date of the initial borrowing under the Agreement. In June 2021, PPG borrowed $700 million under Term Loan Credit Agreement to finance the Company’s acquisition of Tikkurila, and to pay fees, costs and expenses related thereto. In December 2021, PPG borrowed an additional $700 million under the Term Loan Credit Agreement. In 2022 and 2023, PPG repaid $300 million and $1.1 billion, respectively, of the Term Loan Credit Agreement using cash on hand. The Term Loan Credit Agreement was fully repaid as of December 31, 2023.

In March 2023, PPG amended its five-year credit agreement (the “Credit Agreement”) dated as of August 30, 2019. The amendments to the Credit Agreement replace the LIBOR-based reference interest rate option with a reference interest rate option based upon Term SOFR. The other terms of the Credit Agreement remained unchanged. In July 2023, PPG amended and restated the Credit Agreement, extending the term through July 27, 2028. The amended and restated Credit Agreement provides for a $2.3 billion unsecured revolving credit facility. The Company has the ability to increase the size of the Credit Agreement by up to an additional $750 million, subject to the receipt of lender commitments and other conditions precedent. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. There were $408 million commercial paper borrowings outstanding as of September 30, 2024 and no commercial paper borrowings outstanding as of December 31, 2023.

The Term Loan and the Credit Agreement require the Company to maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Term Loan and the Credit Agreement, of 60% or less; provided, that for any fiscal quarter in which the Company has made an acquisition for consideration in excess of $1 billion and for the next five fiscal quarters thereafter, the ratio of Total Indebtedness to Total Capitalization may not exceed 65% at any time. As of September 30, 2024, Total Indebtedness to Total Capitalization as defined under the Credit Agreement was 44%.

Other Debt Issued and Repaid

In August 2024, PPG's $300 million 2.4% notes matured, and the Company repaid this obligation using cash on hand.

In March 2023, PPG's $300 million 3.2% notes matured, and the Company repaid this obligation using cash on hand.

Other Liquidity Information

Restructuring

Aggregate restructuring savings were approximately $10 million in the third quarter 2024. Total restructuring savings are expected to be at least $35 million in 2024. In addition, the Company continues to review its cost structure to identify additional cost savings opportunities. Refer to Note 6, “Business Restructuring” in Part I, Item 1 of this Form 10-Q for further details on the Company's business restructuring programs. We expect cash outlays related to these actions in the range of $50 million to $60 million in 2024.

Global Silicas Business - Strategic Review

During the first quarter 2024, PPG announced that it would review strategic alternatives for its global silicas products business. During the third quarter 2024, PPG signed an agreement to sell its global silicas products business to QEMETICA S.A., a Warsaw, Poland-based, privately-held manufacturer of soda ash, silicates and other specialty chemicals for approximately $310 million in pre-tax proceeds. Refer to Note 3, "Divestitures" in Part I, Item 1 of this Form 10-Q for further detail related to this transaction.

United States and Canada Architectural Coatings Business - Strategic Review

During the first quarter 2024, PPG announced that it would review strategic alternatives for its architectural coatings U.S. and Canada business. On October 17, 2024, PPG announced that it had entered into a definitive agreement to sell 100% of its architectural coatings business in the U.S. and Canada at a transaction value of approximately $550 million to American Industrial Partners (AIP), an industrials investor. Refer to Note 18, "Subsequent Events" in Part I, Item 1 of this Form 10-Q for further detail related to this transaction.

Currency

Comparing spot exchange rates at September 30, 2024 and at December 31, 2023, the U.S. dollar strengthened against the currencies of many countries within the regions PPG operates, most notably the Mexican peso. As a result, consolidated net assets at September 30, 2024 decreased by $558 million compared to December 31, 2023.

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Comparing average exchange rates during the first nine months of 2024 to those of the first nine months of 2023, the U.S. dollar was relatively flat compared to the currencies of most countries where PPG operates. Changes in foreign exchange rates had an unfavorable impact on Income before income taxes for the nine months ended September 30, 2024 of $1 million from the translation of these foreign earnings into U.S. dollars.

New Accounting Standards

Refer to Note 2, “New Accounting Standards” in Part I, Item 1 of this Form 10-Q for further details on recently issued accounting guidance.

Commitments and Contingent Liabilities, including Environmental Matters

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. See Part II, Item 1, “Legal Proceedings” of this Form 10-Q and Note 14, “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q for a description of certain of these lawsuits.

As discussed in Part II, Item 1 and Note 14, although the result of any future litigation of such lawsuits and claims is inherently unpredictable, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims, will not have a material effect on PPG’s consolidated financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

As also discussed in Note 14, PPG has significant reserves for environmental contingencies. Refer to the Environmental Matters section of Note 14 for details of these reserves. It is PPG’s policy to accrue expenses for contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.

Critical Accounting Estimates

Management has evaluated the accounting policies used in the preparation of the financial statements and related notes presented in this Form 10-Q and believes those policies to be reasonable and appropriate. We believe that the most critical accounting estimates made in the preparation of our financial statements are those related to accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and to accounting for pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives because of the importance of management judgment in making the estimates necessary to apply these policies.

For a comprehensive discussion of the Company’s critical accounting estimates, see Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Form 10-K. There were no material changes in the Company’s critical accounting estimates from the 2023 Form 10-K.

Forward-Looking Statements

Management’s Discussion and Analysis and other sections of this Quarterly Report contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. You can identify forward-looking statements by the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” "looking ahead" and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission ("SEC"). Also, note the following cautionary statements.

Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include statements related to the global economic conditions, geopolitical issues in Europe, effects on our business of COVID-19, increasing price and product competition by our competitors, fluctuations in cost and availability of raw materials, energy, labor and logistics, the ability to achieve selling price increases, the ability to recover margins, customer inventory levels, PPG inventory levels, our ability to maintain favorable supplier

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relationships and arrangements, the cost reduction program, including the timing and amounts of the expected future restructuring charges, accelerated depreciation, and cash costs and the timing and realization of anticipated cost savings from restructuring actions, the ability to identify additional cost savings opportunities, the timing and expected benefits of our acquisitions, difficulties in integrating acquired businesses and achieving expected synergies therefrom, the amount of future share repurchases, economic and political conditions in the markets we serve, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions, the unpredictability of existing and possible future litigation, including asbestos litigation, and government investigations. However, it is not possible to predict or identify all such factors.

Consequently, while the list of factors presented here and in the 2023 Form 10-K under Item 1A is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or income, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of the 2023 Form 10-K and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We conduct operations in many countries around the world. Our results of operations are subject to both currency transaction risk and currency translation risk. Certain foreign currency forward contracts outstanding during 2024 and 2023 served as a hedge of a portion of PPG’s exposure to foreign currency transaction risk. The fair value of these contracts was a net liability of $21 million and a net asset of $23 million as of September 30, 2024 and December 31, 2023, respectively. The potential reduction in PPG's Income before income taxes resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European and Canadian currencies and 20% for Asian and Latin American currencies was $446 million for the nine months ended September 30, 2024 and $402 million for the year ended December 31, 2023.

PPG had U.S. dollar to euro cross currency swap contracts with a total notional amount of $375 million and $475 million as of September 30, 2024 and December 31, 2023, respectively. The fair value of these contracts were net assets of $30 million and $33 million as of September 30, 2024 and December 31, 2023, respectively. A 10% increase in the value of the euro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts by reducing the value of these instruments by $38 million and $46 million at September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, PPG had non-U.S. dollar denominated borrowings outstanding of $3.6 billion and $3.3 billion, respectively. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses on these borrowings of $396 million at September 30, 2024 and $363 million at December 31, 2023.

Interest Rate Risk

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to minimize its interest costs. PPG has interest rate swaps which converted $375 million of fixed rate debt to variable rate debt as of both September 30, 2024 and December 31, 2023. The fair values of these contracts were a liability of $8 million and $14 million as of September 30, 2024 and December 31, 2023, respectively. An increase in variable interest rates of 10% would have lowered the fair values of these swaps and increased annual interest expense by $4 million and $5 million for the periods ended September 30, 2024 and December 31, 2023, respectively. Considering the debt balance outstanding at September 30, 2024 and December 31, 2023, a 10% increase in interest rates in the U.S., Canada, Mexico and Europe and a 20% increase in interest rates in Asia and South America would have increased annual interest expense associated with PPG's variable rate debt obligations by $5 million and by $2 million, respectively. Further a 10% reduction in interest rates would have increased the fair value of the Company's fixed rate debt by approximately $79 million and $96 million at September 30, 2024 and December 31, 2023, respectively; however, such changes would not have had an effect on PPG's Income before income taxes or cash flows.

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There were no other material changes in the Company’s exposure to market risk from December 31, 2023 to September 30, 2024. Refer to Note 12, “Financial Instruments, Hedging Activities and Fair Value Measurements” in Part I, Item 1 of this Form 10-Q for a description of our instruments subject to market risk.

Item 4. Controls and Procedures

a. Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

b. Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims may relate to contract, patent, environmental, product liability, asbestos exposure, antitrust, employment, securities and other matters arising out of the conduct of PPG’s current and past business activities. To the extent these lawsuits and claims involve personal injury, property damage and certain other claims, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage with respect to some of these claims, and certain insurers may contest coverage with respect to claims in the future. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.

From the late 1880’s until the early 1970’s, PPG owned property located in Cadogan and North Buffalo Townships, Pennsylvania which was used for the disposal of solid waste from PPG’s former glass manufacturing facility in Ford City, Pennsylvania. In October 2018, the Pennsylvania Department of Environmental Protection (the “DEP”) approved PPG’s cleanup plan for the Cadogan Property. In April 2019, PPG and the DEP entered into a consent order and agreement (“CO&A”) which incorporated PPG’s approved cleanup plan and a draft final permit for the collection and discharge of seeps emanating from the former disposal area. The CO&A includes a civil penalty of $1.2 million for alleged past unauthorized discharges. PPG’s former disposal area is also the subject of a citizens’ suit filed by the Sierra Club and PennEnvironment seeking remedial measures beyond the measures specified in PPG’s approved cleanup plan, a civil penalty in addition to the penalty included in the CO&A and plaintiffs’ attorneys fees. PPG and the plaintiffs settled plaintiffs’ claims for injunctive relief and PPG agreed to enhancements to the DEP approved cleanup plan and a $250,000 donation to a Pennsylvania nonprofit organization. This settlement has been memorialized by an amendment to the CO&A which was appended to a Consent Agreement between PPG and the plaintiffs which has been entered by the federal court. The remaining claims in the case for attorneys’ fees and a civil penalty are not affected by this settlement. A trial on the issue of a civil penalty under the Clean Water Act was held in June 2024. Following the trial, the Judge indicated that they will circulate a schedule for the submission of post-trial briefs. The Judge also indicated that they intend to appoint a Special Master to review the parties' positions on plaintiffs' fees. PPG believes that the remaining claims are without merit and intends to defend itself against these claims vigorously.

In 2006, a lawsuit was filed against PPG in a local court in Manaus, Brazil, captioned Di Gregório Navegação LTDA v. PPG Industries, Inc., Case No. 0644620-62.2020.8.04.0001 (“Di Gregório”) arising from a November 1998 fire on board a cargo ship off the coast of Brazil. The plaintiff was a charterer of the ship and brought claims for various alleged damages. The ship was transporting, among other cargo, products from PPG’s former commodity chemicals business. The Di Gregório litigation remained pending as of July 18, 2012 when PPG separated the assets and liabilities related to its former commodity chemicals business into a newly formed subsidiary structure, of which Eagle Spinco Inc. (“Eagle Spinco”) was the parent company. Axiall Corporation (“Axiall”) in 2013 acquired Eagle Spinco (including its subsidiaries) through a merger. In 2016, Westlake Corporation acquired Axiall through a merger (including Eagle Spinco and its subsidiaries) and succeeded to Eagle Spinco’s rights and obligations under

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the original 2012 Separation Agreement between PPG and Eagle Spinco. For convenience, Westlake Corporation, Axiall, and Eagle Spinco collectively are referred to as “Westlake.”

Under the 2012 Separation Agreement, Eagle Spinco entities assumed the specifically scheduled Di Gregório liability, and Eagle Spinco was required to remove PPG as an obligor for the Di Gregório liability. To the extent Eagle Spinco cannot or will not remove PPG as an obligor, the Separation Agreement provides that Eagle Spinco and Axiall must act as agents or subcontractors of PPG and pay any liability in the matter on PPG’s behalf. The Separation Agreement also provides PPG with uncapped rights of indemnification for any damages PPG incurs arising from the Di Gregório litigation and for any failure by Eagle Spinco related entities (now Westlake through its acquisition of Axiall) to satisfy its contractual obligations.

Since 2013, Westlake exclusively has controlled and continues to control the defense of the Di Gregório litigation. Nevertheless, PPG recently learned that Westlake failed ever to substitute itself into the case in place of PPG, remove PPG as the obligor, or otherwise inform the Brazilian court that it is the party in interest that assumed all liability for the matter. On May 30, 2024, Westlake informed PPG that the Brazilian court entered a May 21, 2024 award of more than $700 million, including compound prejudgment interest, fees and costs, against “PPG Industries, Inc.” as the originally named (albeit nominal) defendant in the case. More recently, Westlake informed PPG that it believes simple prejudgment interest applies to the judgment which would result in the award being less than $350 million. Westlake also informed PPG that while it will continue to defend the case and pursue an appeal of the award, it would not post any bond, pay any judgment, or take any steps to prevent the plaintiff from attempting to execute on the judgment against PPG.

On May 17, 2024, Eagle Spinco filed a lawsuit against PPG in Delaware Superior Court alleging breach of the Separation Agreement and requesting declaratory relief (the “Eagle Spinco Lawsuit”). In its lawsuit, Eagle Spinco sought to have the Di Gregório liability determined to be one in which its obligation is only to indemnify PPG for any damages it incurs in the case, net of any insurance coverage available from PPG’s insurers, rather than stand in the shoes of PPG in the first instance and respect the obligation as an assumed liability under the Separation Agreement for which it did not purchase the rights to PPG’s insurance assets.

Because the Di Gregório liability was a specifically scheduled assumed liability under the Separation Agreement and given that Westlake failed to remove PPG as the obligor, PPG separately filed a lawsuit against Westlake on June 13, 2024 in the Court of Chancery in Delaware (the “PPG Lawsuit”), asserting claims for specific performance, declaratory relief, breach of contract, and equitable estoppel. The PPG Lawsuit explains PPG’s belief that: (a) the Di Gregório case is an assumed liability of Westlake, (b) Westlake has a continuing duty to act as an agent of PPG to satisfy any award if it is unable or unwilling to remove PPG as an obligor in the case, (c) Westlake has the duty to pay in the first instance any award, bond, court fees and other costs regardless of whether the court ultimately determines the Di Gregório case to be an assumed or indemnifiable liability, and (d) PPG has uncapped rights of indemnification should Westlake fail to satisfy its obligations under the Separation Agreement. Eagle Spinco filed counterclaims in the PPG Lawsuit restating the claims it originally asserted in the Eagle Spinco Lawsuit. Accordingly, it dismissed its previously filed Eagle Spinco Lawsuit and now exclusively is asserting its position in the PPG Lawsuit.

PPG intends to vigorously enforce its rights and Westlake’s obligations under the 2012 Separation Agreement and to hold Westlake accountable for any damages PPG suffers as a result of Westlake’s refusal to honor its contractual obligations. The Delaware Court of Chancery has set a trial date of December 12, 2024 for the PPG Lawsuit. PPG believes that the risk of loss associated with this matter is remote.

For many years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company, see Note 14, “Commitments and Contingent Liabilities” in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

There were no material changes in the Company’s risk factors from the risks disclosed in the 2023 Form 10-K.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes the Company's stock repurchase activity for the three months ended September 30, 2024:

Month			Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Programs						Maximum Number of Shares That May Yet Be Purchased Under the Programs (1)
July 2024
Repurchase program			—						$—						—						25,283,292
August 2024
Repurchase program			814,215						$122.96						814,215						23,975,612
September 2024
Repurchase program			782,060						$127.87						782,060						22,726,533
Total quarter ended September 30, 2024
Repurchase program			1,596,275						$125.36						1,596,275						22,726,533

(1)In December 2017, PPG's Board of Directors approved a $2.5 billion share repurchase program. In April 2024, PPG's Board of Directors authorized the repurchase of an additional $2.5 billion of outstanding common stock. The remaining shares yet to be purchased under the share repurchase programs have been calculated using PPG’s closing stock price on the last business day of the respective month. The repurchase programs do not have an expiration date.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2024, none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K of the Securities Exchange Act of 1934.

Business Restructuring

On October 16, 2024, the Company approved a comprehensive cost reduction program with anticipated annualized pre-tax savings of approximately $175 million once fully implemented, including savings of $60 million in 2025. The multi-year program is focused on reducing structural costs primarily in Europe and in certain other global businesses, along with other corporate costs following the two recently announced agreements to sell PPG’s silicas products business and the architectural coatings business in the U.S. and Canada. The program includes various facility closures and other targeted fixed cost reductions. The Company expects to record a pretax restructuring charge of approximately $250 million, based on current exchange rates, in PPG’s fourth quarter 2024 financial results. This charge represents employee severance and other cash costs. As a result of this program, the Company also expects to recognize a $120 million non-cash charge due to the recognition of accumulated currency losses related to the exit of certain international operations and to incur approximately $100 million of incremental non-cash accelerated depreciation expense over the life of the program for certain assets due to their reduced expected asset life. In addition, the Company expects to incur other cash costs of approximately $70 million over the duration of this program, consisting of incremental restructuring-related cash costs for certain items that are required to be recognized as period expense as incurred. The restructuring actions will result in the net reduction of approximately 1,800 positions, primarily in Europe and the U.S.

Item 6. Exhibits

See the Index to Exhibits on page 39.

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Index to Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Form 10-Q.

†31.1						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†31.2						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
††32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
††32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document
101.SCH**						Inline XBRL Taxonomy Extension Schema Document
101.CAL**						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

† Filed herewith.

†† Furnished herewith.

*The instance document does not appear in the Interactive Data File because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.

**Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL: (i) the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2024 and 2023, (ii) the Condensed Consolidated Balance Sheet at September 30, 2024 and December 31, 2023, (iii) the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 and 2023, and (iv) Notes to Condensed Consolidated Financial Statements for the nine months ended September 30, 2024.

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SIGNATURES

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

PPG INDUSTRIES, INC.

(Registrant)

Date:

October 17, 2024

By:

/s/ Vincent J. Morales

Vincent J. Morales

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

By:

/s/ Brian R. Williams

Brian R. Williams

Vice President and Controller (Principal Accounting Officer and Duly Authorized Officer)

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