8-K

PPG INDUSTRIES INC (PPG)

8-K 2023-04-20 For: 2023-04-20
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 20, 2023

PPG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter) Pennsylvania 001-1687 25-0730780
--- --- ---
(State or Other Jurisdiction<br>of Incorporation) (Commission<br>File Number) (I.R.S. Employer<br>Identification No.)

One PPG Place, Pittsburgh, Pennsylvania, 15272

(Address of Principal Executive Offices, and Zip Code)

(412) 434-3131

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.66 2/3 PPG New York Stock Exchange
0.875% Notes due 2025 PPG 25 New York Stock Exchange
1.875% Notes due 2025 PPG 25A New York Stock Exchange
1.400% Notes due 2027 PPG 27 New York Stock Exchange
2.750% Notes due 2029 PPG 29A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2023, PPG Industries, Inc. ("PPG") issued the press release attached hereto as Exhibit 99, which is incorporated by reference herein. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, except if PPG specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number Description
99 Earnings press release of PPG Industries, Inc. datedApril 20, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

PPG INDUSTRIES, INC.
(Registrant)
Date: April 20, 2023 By: /s/ Vincent J. Morales
Vincent J. Morales
Senior Vice President and Chief Financial Officer

Document

Exhibit 99

ppga21a.jpg

News

PPG Media Contact:

Mark Silvey

Corporate Communications

+1-412-434-3046

silvey@ppg.com

PPG Investor Contact:

John Bruno

Investor Relations

+1-412-434-3466

jbruno@ppg.com

investor.ppg.com

PPG reports first quarter financial results

•Record net sales of about $4.4 billion

•Organic sales growth of more than 5% versus prior year, led by higher selling prices

•Reported earnings per diluted share (EPS) of $1.11 and adjusted EPS of $1.82

•Accelerating margin recovery; operating margins up 380 basis points year over year

•Supply disruptions moderating and manufacturing operations improving

•Operating cash flow improvement of about $400 million year over year

PITTSBURGH, April 20, 2023 – PPG (NYSE:PPG) today reported financial results for the first quarter 2023.

First Quarter Consolidated Results

$ in millions, except EPS 1Q 2023 1Q 2022 Y-O-Y change
Net sales* $4,380 $4,308 +2%
Net income $264 $18 +1,367%
Adjusted net income** $432 $327 +32%
EPS $1.11 $0.08 +1,288%
Adjusted EPS** $1.82 $1.37 +33%

*Components of year-over-year net sales change: higher selling prices (+8%), lower sales volumes (-3%), divestiture-related sales and the wind down of Russia operations (-1%), unfavorable foreign currency translation (-2%)

**Detailed reconciliations of reported to adjusted figures are included below

President and CEO Comments

Tim Knavish, PPG president and chief executive officer, commented on the quarter:

As we communicated earlier this month, the pace of our operating margin recovery accelerated during the quarter, which drove a 33% year-over-year increase in adjusted EPS. Our improving results are despite macroeconomic conditions that remain challenging and reflect the strengths of our diverse business portfolio and progress we are making on restoring margins in line with our historical profile.

While the global demand environment generally remained consistent with our prior expectations, several businesses outperformed our original forecast and their respective markets. These include the aerospace coatings business and our Latin America region, each delivering record sales in the first quarter. In addition, our automotive original equipment manufacturer (OEM) coatings business benefited from solid

global production growth and remains well positioned. Finally, our latest customer win in the U.S. architectural business provided a higher load-in benefit than originally projected.

Our strong earnings growth was across most business units and was aided by higher incremental margins that were driven by higher selling prices, improving manufacturing efficiencies and overall cost discipline. These factors also resulted in record first quarter operating earnings in our Europe, Middle East and Africa (EMEA) region.

Looking ahead, we anticipate the macro environment will generally remain consistent with the first quarter, with continued stabilization of economic activity (at lower absolute levels) in Europe and modestly improving demand in China. In the U.S., we expect sequential slowing in economic activity in certain end-use markets, particularly those that are construction-related. Supply chain disruptions are abating, and we are already experiencing and expect further increases in commodity raw material availability. We remain highly focused on partnering with our customers and delivering superior service and products with a focus on enhancing their productivity and sustainability. Finally, along with additional organic growth, we are executing and delivering on our previously announced restructuring actions and acquisition-related synergies, which collectively will drive additional margin recovery momentum and related operating cash flow.

Lastly, I want to thank our global employees for their unwavering dedication and focus on living our purpose – We protect and beautify the world – by making it happen and helping to deliver these strong first-quarter financial results.

First Quarter 2023 Reportable Segment Financial Results

•Performance Coatings segment

$ in millions 1Q 2023 1Q 2022 Y-O-Y change
Net sales $2,628 $2,570 +2%
Segment income $395 $319 +24%
Segment income % 15.0% 12.4%
Sales volumes -3%
Selling prices +9%
Divestitures and wind down of Russia -2%
Foreign currency translation -2%

Performance Coatings net sales increased as higher selling prices in all businesses more than offset lower sales volumes, the impact of divestitures, the wind down of business in Russia, and unfavorable foreign currency translation.

Organic sales in the U.S. architectural coatings business grew by a high single-digit percentage aided by new business wins and higher selling prices, which more than offset the effect of weakening regional construction markets. PPG Comex delivered a record quarter and continues to benefit from strong concessionaire network growth and performance. As expected, demand for architectural coatings products in Europe remained subdued and consistent with prior quarters, stemming from low consumer confidence from continued geopolitical issues. Due to customer order patterns in Europe and the U.S., automotive refinish coatings organic sales were flat compared to the first quarter 2022, with order backlogs remaining in the U.S. The company expects refinish sales volumes to be close to 2019 pre-pandemic levels in the second quarter. Aerospace coatings sales volumes were stronger than originally anticipated with high-teen-percentage year-over-year sales volume growth. Organic sales in the protective and marine

coatings business improved by a mid-single-digit percentage, primarily due to strong demand in the U.S. and Latin America.

Segment income increased by 24% versus the prior year primarily due to higher selling prices, which more than offset aggregate cost inflation and the impact of lower sales volumes. Additionally, we achieved restructuring cost savings from our previously announced programs. Segment operating margins improved by 260 basis points year over year.

•Industrial Coatings segment

$ in millions 1Q 2023 1Q 2022 Y-O-Y change
Net sales $1,752 $1,738 +1%
Segment income $240 $140 +71%
Segment income % 13.7% 8.1%
Sales volumes -3%
Selling prices +7%
Acquisitions +1%
Divestitures and wind down of Russia -1%
Foreign currency translation -3%

Industrial Coatings net sales increased modestly as higher selling prices across all businesses were partially offset by lower sales volumes, unfavorable foreign currency translation, and the wind down of business in Russia.

Automotive OEM coatings organic sales were sharply higher with solid contributions from higher sales volumes and global selling prices. Industry build growth was highest in Europe, where the company is well positioned with advantaged technologies and where regional growth is forecast to remain robust in 2023. Industrial coatings organic sales were down a low single-digit percentage as solid selling price realization was more than offset by lower sales volumes due to softer global industrial production. Packaging coatings delivered low single-digit percentage organic sales growth led by higher selling prices, which were offset by lower sales volumes in most regions.

Segment income was higher than prior year by $100 million mainly due to higher selling prices focused on margin recovery, partially offset by lower sales volumes. Segment margins improved by 560 basis points compared to the first quarter 2022.

Additional Financial Information

•At quarter end, the company had cash and short-term investments totaling nearly $1.5 billion. Net debt was $5.8 billion, which is about $300 million lower compared to the prior-year first quarter. Inventories rose modestly on a sequential basis ahead of historically higher seasonal sales levels.

•Corporate expenses were about $70 million in the first quarter, which was $15 million higher than the prior year, primarily due to higher non-cash pension expense.

•Acquisition-related synergies and business restructuring programs delivered about $15 million of cost savings in the quarter.

Outlook

The company today reported the following projections for the second quarter and full year 2023 based on current global economic activity and in consideration of the economic uncertainty associated with the impacts of geopolitical issues in Europe and higher interest rates in most developed countries:

Second Quarter 2023:

•Aggregate sales volumes flat with equal potential for slight improvement or decrease of a low single-digit percentage year over year

•Corporate expenses of about $75 million; higher than prior year primarily due to increased pension costs (non-cash)

•Net interest expense of between $35 million and $40 million

•Effective tax rate of 22.5% to 24%

•Reported EPS of $1.92 to $2.02

•Adjusted EPS of $2.05 to $2.15, excluding amortization expense of $0.13

Full Year 2023:

•Adjusted EPS of $6.95 to $7.25, excluding amortization expense, costs related to previously approved and communicated business restructuring, a non-cash pension settlement charge and the benefit from an insurance recovery. The mid-point of the full-year guidance projects 10% year-over-year earnings growth in the second half of 2023.

A detailed commentary and associated presentation slides related to the first quarter financial information is posted on the company’s investor relations website.

The term organic sales as used in this press release is defined as net sales excluding the impact of currency, acquisitions, divestitures and the wind down of Russia operations.

PPG: WE PROTECT AND BEAUTIFY THE WORLD®

At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for 140 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $17.7 billion in 2022. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

The PPG Logo and We protect and beautify the world are registered trademarks of PPG Industries Ohio, Inc.

Additional Information

PPG will provide detailed commentary regarding its financial performance, including presentation-slide content, on the PPG Investor Center at www.ppg.com at about 4:30 p.m. ET today, April 20. The company will hold a conference call to review its first quarter 2023 financial performance on April 21, at 8:00 a.m. ET. Participants can pre-register for the conference by navigating to https://www.netroadshow.com/events/login?show=591d152e&confId=48643.

The conference call also will be available in listen-only mode via Internet broadcast from the PPG Investor Center at www.ppg.com. A telephone replay will be available April 21, beginning at approximately 11:00 a.m. ET, through May 5, at 11:59 p.m. ET. The dial-in numbers for the replay are: in the United States, 1-866-813-9403; Canada, 1-226-828-7578; UK, (Local) 0204-525-0658; international, +44-204-525-0658; passcode 960369. A Web replay also will be available shortly after the call on the PPG Investor Center at www.ppg.com, and will remain through Friday, April 19, 2024.

Forward-Looking Statements

Statements contained herein relating to matters that are not historical facts are forward-looking statements reflecting PPG’s current view with respect to future events and financial performance. These matters within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, involve risks and uncertainties that may affect PPG’s operations, as discussed in the company’s filings with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Accordingly, many factors could cause actual results to differ materially from the forward-looking statements contained herein. Such factors include statements related to the expected effects on our business of COVID-19, global economic conditions, geopolitical issues in Europe, the amount of future share repurchases, 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, the ability to maintain favorable supplier

relationships and arrangements, the timing of realization of anticipated cost savings from restructuring and other initiatives, the ability to identify additional cost savings opportunities, the timing and expected benefits of potential future and completed acquisitions, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in international markets, 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 governmental investigations. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here and in our 2022 Annual Report on Form 10-K 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 results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or earnings, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on PPG’s consolidated financial condition, results of operations or liquidity.

All information in this release speaks only as of April 20, 2023, and any distribution of this release after that date is not intended and will not be construed as updating or confirming such information. PPG undertakes no obligation to update any forward-looking statement, except as otherwise required by applicable law.

Regulation G Reconciliation

PPG believes investors’ understanding of the company’s performance is enhanced by the disclosure of net income, earnings per diluted share from continuing operations and PPG’s effective tax rate 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, earnings per diluted share from continuing operations and the effective tax rate 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, earnings per diluted share, the effective tax rate 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. PPG is not able to provide a reconciliation of full-year 2023 expected adjusted earnings per diluted share to the most directly comparable GAAP financial measure without unreasonable effort because certain items that impact such measure are uncertain or cannot be reasonably predicted at this time.

Regulation G Reconciliation - Net Income and Earnings per Diluted Share

($ in millions, except per-share amounts)

First Quarter<br>2023 First Quarter<br>2022
$ EPS(a) $ EPS(a)
Reported net income from continuing operations $264 $1.11 $18 $0.08
Pension settlement charge(b) 144 0.61
Acquisition-related amortization expense 31 0.13 33 0.14
Insurance recovery of expenses incurred due to a natural disaster(c) (7) (0.03)
Impairment and other related charges(d) 263 1.10
Business restructuring-related costs, net(e) 10 0.04
Acquisition-related costs(f) 3 0.01
Adjusted net income from continuing operations, excluding certain items $432 $1.82 $327 $1.37
First Quarter<br>2023 First Quarter<br>2022
--- --- --- --- --- --- --- --- ---
Income Before Income Taxes Tax Expense Effective Tax Rate Income Before Income Taxes Tax Expense Effective Tax Rate
Effective tax rate, continuing operations $353 $80 22.7 % $78 $55 70.5 %
Pension settlement charge(b) 190 46 24.3 % %
Acquisition-related amortization expense 41 10 24.5 % 43 10 24.8 %
Insurance recovery of expenses incurred due to a natural disaster(c) (9) (2) 24.3 % %
Impairment and other related charges(d) % 290 27 9.3 %
Business restructuring-related costs, net(e) % 14 4 25.8 %
Acquisition-related costs(f) % 4 1 24.0 %
Adjusted effective tax rate, continuing operations, excluding certain items $575 $134 23.3 % $429 $97 22.6 %

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

(b)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.

(c)The company incurred expenses due to damages at a southern U.S. factory resulting from a hurricane in 2020. In the first quarter 2023, the company received reimbursement under its insurance policies related to the damages incurred at this factory due to this hurricane.

(d)In the first quarter 2022, the Company recorded impairment and other related charges due to the wind down of the company’s operations in Russia.

(e)Included in business restructuring-related costs, net are business restructuring charges, accelerated depreciation of certain assets and other related costs, offset by releases related to previously approved programs.

(f)Acquisition-related costs include advisory, legal, accounting, valuation, other professional or consulting fees, and certain internal costs directly incurred to effect acquisitions. These costs are included in Selling, general and administrative expense in the condensed consolidated statement of income.

PPG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
(All amounts in millions except per-share data)
Three Months Ended March 31
2023 2022
Net sales $4,380 $4,308
Cost of sales, exclusive of depreciation and amortization 2,596 2,698
Selling, general and administrative 992 974
Depreciation 92 102
Amortization 41 43
Research and development, net 104 115
Interest expense 59 30
Interest income (25) (9)
Impairment and other related charges 290
Pension settlement charge 190
Other income, net (22) (13)
Income before income taxes $353 $78
Income tax expense 80 55
Net income attributable to controlling and noncontrolling interests $273 $23
Net income attributable to noncontrolling interests (9) (5)
Net income (attributable to PPG) $264 $18
Earnings per common share (attributable to PPG) $1.12 $0.08
Earnings per common share (attributable to PPG) - assuming dilution $1.11 $0.08
Average shares outstanding 235.8 236.6
Average shares outstanding - assuming dilution 236.9 238.2
PPG INDUSTRIES, INC. AND SUBSIDIARIES
--- --- ---
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS HIGHLIGHTS (unaudited)
( in millions)
Three Months Ended March 31
2023 2022
Cash from/(used for) operating activities $85 $(304)
Cash used for investing activities:
$120 $194
$9
Financing activities:
$146 $139

All values are in US Dollars.

PPG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET HIGHLIGHTS (unaudited)
( in millions)
December 31 March 31
2022 2022
Current assets:
Cash and cash equivalents 1,099 960
Short-term investments 55 73
Receivables, net 3,303 3,659
Inventories 2,272 2,439
Other current assets 444 496
Total current assets 7,173 7,627
Current liabilities:
Short-term debt and current portion of long-term debt 313 319
Accounts payable and accrued liabilities 4,087 4,492
Current portion of operating lease liabilities 183 190
Restructuring reserves 138 171
Total current liabilities 4,721 5,172
Long-term debt 6,503 6,834
PPG OPERATING METRICS (unaudited)
( in millions)
December 31 March 31
2022 2022
Operating Working Capital (a) 2,830 2,757
As a percent of quarter sales, annualized 16.9 16.0
(a) Operating working capital includes: (1) receivables from customers, net of allowance for doubtful accounts, (2) FIFO inventories and (3) trade liabilities.

All values are in US Dollars.

PPG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BUSINESS SEGMENT INFORMATION (unaudited)
( in millions)
2022
Net sales
Performance Coatings $2,570
Industrial Coatings 1,738
Total $4,308
Segment income
Performance Coatings $319
Industrial Coatings 140
Total $459
Items not allocated to segments
Corporate (52)
Interest expense, net of interest income (21)
Pension settlement charge (Note A)
Insurance recovery of expenses incurred due to a natural disaster (Note B)
Impairment and other related charges (Note C) (290)
Business restructuring-related costs, net (Note D) (14)
Acquisition-related costs (Note E) (4)
Income before income taxes $78
Note A:
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.
Note B:
The company incurred expenses due to damages at a southern U.S. factory resulting from a hurricane in 2020. In the first quarter 2023, the company received reimbursement under its insurance policies related to the damages incurred at this factory due to this hurricane.
Note C:
In the first quarter 2022, the Company recorded impairment and other related charges due to the wind down of the company’s operations in Russia.
Note D:
Included in business restructuring-related costs, net are business restructuring charges, accelerated depreciation of certain assets and other related costs, offset by releases related to previously approved programs.
Note E:
Acquisition-related costs include advisory, legal, accounting, valuation, other professional or consulting fees, and certain internal costs directly incurred to effect acquisitions. These costs are included in Selling, general and administrative expense in the condensed consolidated statement of income.

All values are in US Dollars.