PPG Industries (PPG) 10-K risk factor changes: FY2023 vs FY2022

The effects of [removed: the] [added: this] public health crisis [removed: caused by COVID-19 have] interfered with the ability of PPG, our suppliers, [added: our] customers, and others to conduct business and [removed: have] negatively affected consumer confidence and the global economy.

Preventative and protective actions [removed: that] [added: taken by] public health officials, governments [removed: or] [added: and] PPG [removed: have taken] with respect to [removed: COVID-19] [added: the public health crises] have and [removed: will] [added: may] continue to adversely impact our business, suppliers, distribution channels, and customers, including business [removed: shutdowns or disruptions for an indefinite period of time, reduced operations,] [added: shutdowns,] reduced workforce availability, reduced ability to supply products, or reduced demand for our products.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 9

[added: Adequate supply of critical raw] materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology whenever possible.

These initiatives include qualifying multiple and local sources of supply, within Asia and other lower cost regions of the world, diversification of our resin [removed: supply] [added: supply,] including adding on-site resin production at certain manufacturing locations, and a reduction in the amount of titanium dioxide and [added: certain] other raw materials used in our product formulations.

An inability to obtain certain critical raw materials has adversely impacted our ability to produce certain products [added: in the past] and could do so in the future.

[removed: Increases in the cost of] [added: If] raw [removed: materials may have an adverse effect on our Income from continuing operations or Cash from operating activities in the event] [added: material costs increase and] we are unable to offset these higher costs in a timely [removed: manner.][added: manner, this would adversely impact Income from continuing operations and Cash from operating activities.]

The pace of economic growth and level of [added: economic and geopolitical] uncertainty could have a negative impact on our results of operations and cash flows.

[removed: Recently,] [added: There is a high level of uncertainty surrounding future] global economic [removed: uncertainty has increased] [added: conditions] due to a number of factors, including the [removed: war] [added: impact of higher interest rates, geopolitical uncertainty, including the international impacts of the ongoing wars] in [removed: Ukraine, COVID-19, consumer sentiment] [added: Ukraine] and [added: Israel and increasing tensions between China and the United States,] commodity market volatility, [removed: disruption in supply chains globally,] potential changes to international trade agreements, the imposition of tariffs and the threat of additional tariffs, and labor shortages in certain regions of the world.

This broad end-use market exposure and expanded geographic presence lessens the significance of any individual decrease in activity levels; nonetheless, lower demand levels may result in lower sales, which would [removed: result in reduced] [added: adversely impact] Income from continuing operations and Cash from operating activities.

With each of our businesses, an increase in competition may cause us to lose market [removed: share,] [added: share or] lose customers, [added: adversely impacting our sales volumes,] or compel us to reduce prices to remain competitive, which could result in reduced margins for our products.

Future environmental laws and [removed: regulations] [added: regulations, including rules requiring expanded reporting of certain environmental, safety and governance information,] may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.

Those lawsuits and claims may relate to contract, patent, environmental, product liability, asbestos exposure, [added: antitrust, employment, securities and other matters arising out of the conduct of PPG’s current and past business activities.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 10

We are subject to a variety of [removed: complex U.S. and non-U.S.] laws and regulations, which could increase our compliance costs and could adversely affect our results of operations.

Our [removed: future] effective income tax rate [removed: could be] [added: is also] affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax [removed: assets or] [added: assets, the introduction of new taxes and] changes in tax laws or their interpretation.

As a result of our operations outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty, inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments and repatriation of [removed: earnings, and weak intellectual property protection.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 11

Unexpected events, including supply disruptions, temporary plant and/or power outages, work stoppages, natural disasters and severe weather events, including those potentially due to climate change, significant public health issues, computer system disruptions, [added: challenges implementing, upgrading or transitioning enterprise resource planning systems,] fires, war or terrorist activities, could increase the cost of doing business or otherwise harm the operations of PPG, our customers and our suppliers.

[removed: Integrating] [added: We may not effectively integrate] acquired businesses into our existing operations.

These risks or other [removed: problems] [added: challenges] encountered in connection with our past or future acquisitions and joint ventures could cause delays in realizing the anticipated benefits of such acquisitions or joint ventures, or such anticipated benefits may never be realized, which could adversely affect our results of operations, Cash from operating activities or financial condition.

The security of our information technology systems could be [removed: compromised,] [added: compromised] which could adversely affect our [removed: ability to operate.][added: operations or reputation.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 12

[added: A material cybersecurity event could result in negative publicity, theft or other financial loss, modification or destruction of] proprietary information or key information, manufacture of defective products, [added: theft of personally identifiable information, and/or] production downtimes and operational disruptions, which could adversely affect our [removed: reputation, competitiveness and] results of operations.

PPG continues to undertake actions to maintain supply arrangements adequate to meet planned operating requirements.

However, raw material supply chain disruptions, including logistical and transportation challenges, could adversely impact our ability to procure raw materials.

Public health crises, including pandemics and the measures taken by public health and government authorities to address them, have adversely impacted and could continue to adversely impact our financial condition and results of operations.

Our financial condition, liquidity and results of operations were adversely affected by the COVID-19 pandemic, including impacts from efforts by public health officials to mitigate the spread of COVID-19.

While we cannot reasonably predict the duration or scope of current and future public health crises, our results of operations, financial position and liquidity have been and may continue to be adversely impacted by the COVID-19 pandemic or any other future health-related crises.

For example, the Organisation for Economic Co-operation and Development has proposed modernizing international tax rules, including global minimum tax standards, which could cause an increase to our effective tax rate or result in higher cash tax liabilities.

earnings, and weak intellectual property protection.

Recently, there has been an increase in global geopolitical uncertainty due to a number of factors, including the international impacts of the ongoing wars in Ukraine and Israel and increasing tensions between China and the United States.

During 2023, approximately 63% of the Company’s total net sales were recognized outside of the United States.

We rely extensively on global information technology systems, networks and services, certain of which are managed, hosted, provided and/or used by third parties or their vendors, to conduct our business.

We use information technology systems, networks, and services throughout many of our key business processes, including, but not limited to, receiving customer orders, purchasing materials, producing inventory, shipping inventory to customers, collecting customer payments, and paying our employees and vendors.

Numerous and evolving information security threats, including advanced persistent threats and ransomware, pose a risk to the security of our systems, networks and services, as well as to the confidentiality, availability and integrity of our data and of our critical business operations.

In addition, because the techniques, tools and tactics used in cyber-attacks frequently change and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an attack.

Our information technology systems, networks and services have been, and will likely continue to be, subject to cybersecurity attacks.

We have implemented and operate a cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our networks and systems as well as information that we own or is in our care.

Notwithstanding our cybersecurity preparedness activities, we cannot guarantee that our security efforts or the security efforts of our third-party service providers will prevent all cybersecurity events.

We manage our innovation pipeline and introduction of new products through a rigorous stage gate process.

We continuously look at ways to optimize and improve the effectiveness of this process to deliver innovation and growth.

Our business success depends on attracting, developing and retaining a qualified workforce.

Our continued business success depends on the efforts and abilities of our management team and employees.

The skills, experience and industry knowledge of our employees significantly benefit our operations and performance.

We compete with other companies both within and outside of our industry for talented personnel in a highly competitive labor market, and we may face challenges attracting or retaining qualified employees.

If we are unable to effectively attract, develop and retain a qualified workforce, our businesses, financial condition and results of operations could be adversely affected.

The effects of the COVID-19 pandemic have negatively impacted and are continuing to adversely impact our financial condition and results of operations.

Public health officials have recommended or mandated certain precautions to mitigate the spread of COVID-19, including prohibitions on congregating in groups, shelter-in-place orders, vaccination requirements or similar measures.

Our financial condition, liquidity and results of operations have been and will continue to be adversely impacted by these preventative actions and the disruption to our business and that of our suppliers and customers.

As we cannot predict the duration or scope of COVID-19, the negative financial impact to our business cannot be reasonably estimated, but could be material.

Adequate supply of critical raw

Despite our actions undertaken to maintain supply arrangements adequate to meet planned operating requirements, raw material supply chain disruptions, including logistical and transportation challenges in many regions, have adversely impacted, and may continue to adversely impact, our ability to procure raw materials, adversely impacting our financial results.

antitrust, employment, securities and other matters arising out of the conduct of PPG’s current and past business activities.

Further, PPG may continue to refine its estimates to incorporate new or better information as it becomes available.

Recent developments, including potential U.S. or international tax reform, the European Commission’s investigations on illegal state aid as well as the Organisation for Economic Co-operation and Development project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles, which could adversely affect our effective tax rate or result in higher cash tax liabilities.

Our percentage of sales generated in 2022 by products sold outside the U.S. was approximately 60%.

Increased global information technology security requirements, threats and sophisticated and targeted computer crime pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data.

Despite our efforts to protect intellectual property and confidential and personal data, our facilities and systems may be vulnerable to security breaches.

This could lead to negative publicity, theft or other financial loss, modification or destruction of

The following discussion includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

A discussion of changes in our results of operations for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020] [added: 2021] has been omitted from this Form 10-K, but may be found in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2021] [added: 2022] Form 10-K, filed with the Securities and Exchange Commission on February [removed: 17, 2022.][added: 16, 2023.]

Net sales were approximately [removed: $17.7] [added: $18.2] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 5%] [added: 3%] compared to the prior year, driven by higher selling prices resulting from continued selling price initiatives.

Income before income taxes was [removed: $1,381] [added: $1,748] million in [removed: 2022, a decrease] [added: 2023, an increase] of [removed: $434] [added: $367] million compared to the prior year.

| *($ in millions, except percentages)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| United States and Canada | | | [removed: $7,383] [added: $7,488] | | | [removed: $6,676] [added: $7,383] | | | [removed: 10.6%] [added: 1.4%] | | |

| Europe, Middle East and Africa (EMEA) | | | [removed: 5,458] [added: 5,616] | | | [removed: 5,436] [added: 5,458] | | | [removed: 0.4%] [added: 2.9%] | | |

| Asia Pacific | | | [removed: 2,824] [added: 2,874] | | | [removed: 2,977] [added: 2,824] | | | [removed: (5.1)%] [added: 1.8%] | | |

| Latin America | | | [removed: 1,987] [added: 2,268] | | | [removed: 1,713] [added: 1,987] | | | [removed: 16.0%] [added: 14.1%] | | |

Net sales increased [removed: $850] [added: $594] million due to the following:

*● Higher selling prices [removed: (+11%)*][added: (+5%)*]

*● Unfavorable foreign currency [removed: translation (-5%)*][added: translation*]

*● Lower sales volumes [removed: (-3%)*][added: (-2%)*]

| Cost of sales, exclusive of depreciation and amortization | | | [removed: $11,096] [added: $10,745] | | | [removed: $10,286] [added: $11,096] | | | [removed: 7.9%] [added: (3.2)%] | | |

| Cost of sales as a % of net sales | | | [removed: 62.9] [added: 58.9] | | % | [removed: 61.2] [added: 62.9] | | % | [removed: 1.7%] [added: (4.0)%] | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 15][added: 17]

Cost of sales, exclusive of depreciation and amortization, [removed: increased $810] [added: decreased $351] million due to the following:

*● [removed: Raw material, energy, wage] [added: Wage] and other cost inflation*

*● [removed: Favorable foreign] [added: Foreign] currency [removed: translation*][added: translation (+1%)*]

*● Lower sales [removed: volumes*][added: volumes (-2%)*]

| Selling, general and administrative expenses | | | [removed: $3,842] [added: $4,222] | | | [removed: $3,780] [added: $3,842] | | | [removed: 1.6%] [added: 9.9%] | | |

| Selling, general and administrative expenses as a % of net sales | | | [removed: 21.8] [added: 23.1] | | % | [removed: 22.5] [added: 21.8] | | % | [removed: (0.7)%] [added: 1.3%] | | |

Selling, general and administrative expenses increased [removed: $62] [added: $380] million primarily due to:

| Interest expense | | | [removed: $167] [added: $247] | | | [removed: $121] [added: $167] | | | [removed: 38.0%] [added: 47.9%] | | |

| Interest income | | | [removed: ($54)] [added: ($140)] | | | [removed: ($26)] [added: ($54)] | | | [removed: 107.7%] [added: 159.3%] | | |

| Impairment and other related charges, net | | | [removed: $245] [added: $160] | | | [removed: $21] [added: $245] | | | [removed: 1,066.7%] [added: (34.7)%] | | |

| Pension settlement charge | | | [removed: $—] [added: $190] | | | [removed: $50] [added: $—] | | | N/A | | |

[removed: | Other (income)/charges, net | | | ($60) | | | ($143) | | | (58.0)% | | |][added: *Other charges/(income), net*]

Interest expense increased [removed: $46] [added: $80] million [removed: 2022] [added: 2023] versus [removed: 2021] [added: 2022] primarily due [added: to] the unfavorable impact of higher interest rates on PPG’s variable rate debt [removed: obligations and slightly higher levels of debt in the current year.][added: obligations.]

[added: During 2022, the Company recorded] Impairment and other related [removed: charges] [added: charges, net] of [removed: $290] [added: $227] million [removed: were recorded in the first quarter 2022] associated with the wind down of the [removed: Company's] [added: Company’s] operations in Russia.

[removed: In the fourth quarter 2022, the] [added: The] Company [added: also] recorded [removed: an] impairment [removed: charge] [added: charges] of [added: $14 million related to the sale of certain small, non-strategic businesses and] $4 million to reduce the carrying value of certain indefinite-lived trademarks based on the results of the annual impairment test.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 16][added: 18]

[removed: In December 2021,] [added: (8)In] the [removed: Company] [added: first quarter 2023, PPG] purchased group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees in [removed: Canada] [added: the U.S.] to [removed: a] third-party insurance [removed: company.][added: companies, resulting in a non-cash pension settlement charge.]

This transaction resulted in a pension settlement charge of [removed: $50] [added: $190] million.

Refer to Note [removed: 15 “Commitments and Contingent Liabilities”] [added: 18, “Other Charges/(Income), Net”] in Item 8 of this Form 10-K for additional information.

[removed: *Business restructuring, net*][added: | Business restructuring-related costs, net(2) | | | 43 | | | | | | 9 | | | | | | 20.9 | | % | \` | | | 34 | | | | | | 0.14 | | |]

[removed: *Other (income)/charges, net*][added: | Other charges/(income), net | | | $83 | | | ($27) | | | (407.4)% | | |]

| Income tax expense | | | [removed: $325] [added: $439] | | | [removed: $374] [added: $325] | | | [removed: (13.1)%] [added: 35.1%] | | |

| Effective tax rate | | | [removed: 23.5] [added: 25.1] | | % | [removed: 20.6] [added: 23.5] | | % | [removed: 2.9%] [added: 1.6%] | | |

The Company increased net sales led by growth in aerospace coatings and automotive OEM coatings despite lower global industrial production and soft demand conditions in Europe.

This increase was primarily due to higher selling prices and lower raw material costs, partially offset by higher selling, general and administrative expense and lower sales volumes.

| Total | | | $18,246 | | | $17,652 | | | 3.4% | | |

*● Moderating raw material costs*

*● Lower sales volume*

*● Higher performance-based compensation expense*

| *($ in millions, except percentages)* | | | 2023 | | | 2022 | | | 2023 vs. 2022 | | |

Interest income increased $86 million primarily due to strong cash generation, resulting in higher levels of cash and cash equivalents, as well as the favorable impact of higher interest rates.

During 2023, as a result of its annual impairment testing performed in the fourth quarter, the Company recorded Impairment and other related charges, net of $158 million due to the goodwill impairment recognized for the traffic solutions reporting unit and $2 million to reduce the carrying value of certain indefinite-lived trademarks.

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.

Other charges/(income), net was higher in 2023 compared to the prior year primarily due to an increase in the non-service cost components of pension and other postretirement benefit expense, an increase in environmental remediation costs and foreign currency losses recognized in Argentina related to a central bank adjustment to official foreign currency rates, partially offset by a decrease in net business restructuring expense.

| *($ in millions, except percentages)* | | | 2023 | | | 2022 | | | 2023 vs. 2022 | | |

The effective tax rate for the year-ended December 31, 2023 was 25.1%, an increase of 1.6% from the prior year due in part to the goodwill impairment charge, for which there was no tax benefit.

The adjusted effective tax rate was 22.0% for the years ended December 31, 2023 and 2022.

PPG achieved annual records for net sales, adjusted earnings per diluted share and operating cash flow in 2023.

Net sales were $18.2 billion, an increase of 3% over the prior year.

Results were supported by the breadth and diversity of the business portfolio, as the company benefited from higher prices in all businesses and favorable foreign currency translation, which offset lower sales volumes.

On a regional basis, sales volumes were modestly higher in the Asia Pacific and Latin America regions, and the EMEA, Asia Pacific, and Latin America regions all delivered record segment earnings for the year.

Earnings per diluted share from continuing operations was $5.35, compared to $4.33 in the prior year.

Adjusted earnings per diluted share was $7.67, up 27% compared to $6.05 in 2022.

Combined, segment income increased by more than 30%.

Aggregate segment margins were 310 basis points higher than the prior year, driven by strong selling price realization and moderating raw material costs, partially offset by higher selling, general and administrative costs and lower sales volumes.

Global automotive OEM manufacturers’ production increased by about 9% versus 2022 due to strong underlying demand in all regions.

Demand for PPG products was mixed by end-use market and geographic region.

In the U.S. and Canada, demand was strong for aerospace coatings and protective and marine coatings but declined for most other businesses.

In Latin America, demand was solid throughout the year with steady demand for architectural products and growth in automotive OEM products, protective and marine coatings and automotive refinish coatings.

The PPG Comex business made strong contributions, expanding the number of concessionaire locations during 2023 to nearly 5,200 locations.

while demand conditions in the rest of Asia were more stable.

In 2024, we expect an increase in volumes driven by demand growth in China, India and Mexico, industry growth in aerospace, and economic stabilization in Europe.

We expect global demand for architectural coatings to remain subdued and global industrial production to persist at lower absolute levels.

During the year, PPG successfully executed on various strategic initiatives to strengthen the company, including key actions to position PPG for higher organic growth.

The Company also continued its ongoing portfolio review leading to the divestitures of both our European and Australian traffic solutions businesses and the recently announced strategic alternatives review of the silicas products business.

We approved business restructuring actions to reduce costs and improve the profitability of our overall business portfolio during 2023, as well as made significant progress on the global restructuring programs that were announced in 2021 and 2022.

We expect cash outlays related to restructuring actions of $80 million to $90 million in 2024.

For 2023 versus 2022, raw material costs moderated, resulting in a favorable impact to our operating costs.

We expect manufacturing efficiencies to improve as the year progresses in 2024.

While raw material costs declined during the current year, the Company continues to incur wage inflation, and anticipates further wage inflation impacts in 2024.

In 2023, foreign currency rates were volatile, with the U.S. dollar strengthening against certain currencies and weakening against other currencies in the countries within the regions where PPG operates, resulting in a net favorable impact to net income of $25 million.

Notably and separately, in December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar, resulting in recognition of foreign currency losses of $20 million.

This range is the Company’s best estimate and represents an increase compared to the 2023 adjusted effective tax rate driven by higher rates in certain countries, including the impact of recent global minimum tax standards, and the geographic mix of earnings.

The Company increased net sales despite softer demand conditions in Europe due in part to geopolitical issues, pandemic-related demand disruptions in China and unfavorable foreign currency translation impacts due to the strong appreciation of the U.S. dollar versus many foreign currencies.

This decrease was primarily due to raw material and other cost inflation, lower sales volumes, unfavorable foreign currency translation impacts, higher manufacturing costs related to supply and labor disruptions and impairment and other related charges, partially offset by increased selling prices.

| Total | | | $17,652 | | | $16,802 | | | 5.1% | | |

*● Acquisition-related sales (+3%)*

*● Divestiture-related sales and the wind down of Russia operations (-1%)*

*● Cost of sales from acquired businesses*

| Asbestos-related claims reserve adjustment | | | $— | | | ($133) | | | N/A | | |

| Business restructuring, net | | | $33 | | | $31 | | | 6.5% | | |

Interest income increased $28 million primarily due to higher interest rates.

Subsequently, the Company released a portion of the previously established reserves due to the collection of certain trade receivables and recorded recoveries due to the realization of certain previously written-down inventories, resulting in recognition of income of $63 million.

The Company continues to consider actions to exit Russia, including a possible sale of its Russian business or controlled withdrawal from the Russian market.

During 2022 and 2021, the Company recorded impairment charges of $14 million and $21 million, respectively, related to certain smaller, non-strategic businesses.

PPG committed to plans to sell these business and they were reclassified as held for sale.

The impairment charges recorded represent the excess net book value of the net assets over the anticipated sales proceeds less costs to sell.

The revenue of these businesses represent less than 1% of PPG annual net sales.

*Asbestos-related claims reserve adjustment*

In 2021, the reserve for asbestos-related claims was reduced to reflect the Company’s current estimate of potential liability for these claims.

Pretax restructuring charges of $84 million related to recent acquisitions were recorded in 2022, partially offset by certain changes in estimates to complete previously recorded programs of $51 million.

Pretax restructuring charges of $54 million were recorded in 2021, offset by certain changes in estimates to complete previously recorded programs of $23 million.

Refer to Note 8, "Business Restructuring" in Item 8 of this Form 10-K for additional information.

Other (income)/charges, net was lower in 2022 compared to the prior year primarily due to a $34 million gain on the sale of a production facility in 2021 in connection with the Company’s manufacturing footprint consolidation plans and associated restructuring programs as well as favorable legal settlements in 2021.

Refer to Note 18, “Other (Income)/Charges, Net” in Item 8 of this Form 10-K for additional information.

The effective tax rate for the year-ended December 31, 2022 was 23.5%, an increase of 2.9% from the prior year primarily driven by charges associated with PPG’s operations in Russia along with a reduction in the release of reserves for uncertain tax positions compared to the prior year.

dilution (attributable to PPG) are reconciled to adjusted net income from continuing operations (attributable to PPG) and adjusted earnings per share – assuming dilution below.

| Transaction-related costs, net(4) | | | 10 | | | | | | (2) | | | | | | (20.0 | | %) | | | | 12 | | | | | | 0.05 | | |

| As reported, continuing operations | | | $1,815 | | | | | | $374 | | | | | | 20.6 | | % | | | | $1,420 | | | | | | $5.93 | | |

| Acquisition-related amortization expense | | | 172 | | | | | | 42 | | | | | | 24.4 | | % | | | | 130 | | | | | | 0.55 | | |

| Transaction-related costs, net(4) | | | 86 | | | | | | 17 | | | | | | 19.8 | | % | | | | 69 | | | | | | 0.29 | | |

| Pension settlement charge | | | 50 | | | | | | 14 | | | | | | 26.6 | | % | | | | 36 | | | | | | 0.15 | | |

| Net tax charge related to U.K. statutory rate change | | | — | | | | | | (22) | | | | | | N/A | | | | | | 22 | | | | | | 0.09 | | |

| Business restructuring-related costs, net(3) | | | 27 | | | | | | 7 | | | | | | 25.9 | | % | | | | 20 | | | | | | 0.08 | | |

| Expenses incurred due to natural disasters(5) | | | 17 | | | | | | 4 | | | | | | 24.3 | | % | | | | 13 | | | | | | 0.06 | | |

| Decrease in allowance for doubtful accounts related to COVID-19 | | | (14) | | | | | | (3) | | | | | | 24.7 | | % | | | | (11) | | | | | | (0.05) | | |

| Income from legal settlements | | | (22) | | | | | | (5) | | | | | | 24.3 | | % | | | | (17) | | | | | | (0.07) | | |

| Asbestos-related claims reserve adjustment(6) | | | (133) | | | | | | (32) | | | | | | 24.3 | | % | | | | (101) | | | | | | (0.42) | | |

| Adjusted, continuing operations, excluding certain items | | | $2,054 | | | | | | $411 | | | | | | 20.0 | | % | | | | $1,619 | | | | | | $6.77 | | |

Subsequently, the Company released a portion of the previously established reserves for Receivables and Inventories due to the collection of certain trade receivables and the realization of certain inventories.

Also in 2022, impairment and other related charges were recorded for the write-down of certain assets and liabilities related to the planned sale of a non-core business and for certain asset write downs.

In 2021, an impairment charge was recorded for the write-down of certain assets related to the previously planned sale of certain smaller entities in non-strategic regions.

Net loss of $3 million related to the 2021 impairment charge was attributable to noncontrolling interests.

Certain foreign currency forward contracts outstanding during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] served as a hedge of a portion of PPG’s exposure to foreign currency transaction risk.

The fair value of these contracts [removed: was a] [added: were] net [removed: asset] [added: assets] of [added: $23 million and] $24 million as of [removed: both] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022, 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 for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] would have been [removed: $304] [added: $402] million and [removed: $306] [added: $304] million, respectively.

[removed: As of both December 31, 2022 and December 31, 2021,] PPG had U.S. dollar to euro cross currency swap contracts with [added: a total] notional [removed: amounts] [added: amount] of [added: $475 million and] $775 [removed: million.][added: million as of December 31, 2023 and December 31, 2022, respectively.]

The fair value of these contracts were net assets of [removed: $88] [added: $33] million and [removed: $50] [added: $88] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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 [removed: $73] [added: $46] million and [removed: $77] [added: $73] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] PPG had non-U.S. dollar denominated debt outstanding of [removed: $2.6] [added: $3.3] billion and [removed: $1.6] [added: $2.6] 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 of [removed: $293] [added: $363] million and [removed: $178] [added: $293] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

PPG has interest rate swaps which converted [added: $375 million and] $525 million of fixed rate debt to variable rate [removed: debt.][added: debt as of December 31, 2023 and December 31, 2022, respectively.]

The fair values of these contracts [removed: was a liability] [added: were liabilities] of [removed: $20] [added: $14] million and [removed: an asset of $36] [added: $20] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

An increase in variable interest rates of 10% would have lowered the fair values of these swaps and increased interest expense by [removed: $7] [added: $5] million and [removed: $1] [added: $7] million for the periods ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[removed: A] [added: Considering the debt balance outstanding as of December 31, 2023 and 2022, 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 [removed: $4] [added: $2] million and by [removed: less than $1 million for the periods ended December 31, 2022 and 2021,] [added: $4 million,] respectively.

Further, a 10% reduction in interest rates would have increased the fair value of the Company’s fixed rate debt by approximately [removed: $116] [added: $96] million and [removed: $56] [added: $116] million as of [removed: December 31, 2022 and 2021, respectively; however, such changes would not have had an effect on PPG’s annual Income before income taxes or cash flows.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 29

December 31, 2023 and 2022, respectively; however, such changes would not have had an effect on PPG’s annual Income before income taxes or cash flows.

2023 PPG ANNUAL REPORT AND FORM 10-K 30

PPG supplies paints, coatings and specialty materials to customers serving a wide array of end-uses, including industrial equipment and components; packaging material; aircraft and marine equipment; automotive original equipment; automotive [removed: refinish;] [added: refinish and aftermarket;] pavement marking products; as well as coatings for other industrial and consumer products.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 3

| Architectural Coatings Americas and Asia Pacific | | | Paints, wood stains, [removed: adhesives] [added: adhesives, sealants] and purchased sundries | | | Painting and maintenance contractors and consumers for decoration and maintenance of residential and commercial building structures | | | Company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires, independent distributors and direct to consumers | | | PPG®, GLIDDEN®, COMEX®, OLYMPIC®, DULUX® (in Canada), PPG PITTSBURGH PAINTS®, MULCO®, FLOOD®, LIQUID NAILS®, SICO®, RENNER®, TAUBMANS®, WHITE KNIGHT®, BRISTOL® and HOMAX® | | |

| Automotive Refinish Coatings | | | Coatings, solvents, adhesives, sealants, purchased sundries, software and [removed: putties] [added: paint films] | | | Automotive and commercial transport/fleet repair and refurbishing, light industrial coatings and specialty coatings for signs | | | Independent distributors and direct to customers | | | PPG®, SEM®, SPRINT® | | |

| Segment Overview | | | This reportable business segment primarily supplies a variety of protective and decorative coatings, [added: adhesives,] sealants and finishes along with pavement marking products, paint strippers, stains and related chemicals, [removed: as well as transparencies and] [added: transparencies,] transparent [removed: armor.] [added: armor and paint films.] | | |

| Principal Manufacturing and Distribution Facilities | | | Amsterdam, Netherlands; Birstall, United Kingdom; Busan, South Korea; Carrollton, Texas; Clayton, Australia; Delaware, Ohio; Deurne, Belgium; Ennis, Texas; Gonfreville, France; Greensboro, North Carolina; Huntsville, Alabama; Huron, Ohio; Kunshan, China; Little Rock, Arkansas; [removed: Mexico City, Mexico;] Milan, Italy; Mojave, California; Nykvarn, Sweden; Oakwood, Georgia; Ontario, Canada; Ostrow Wielkopolski, Poland; Ruitz, France; Shildon, United Kingdom; Sylmar, California; Stowmarket, United Kingdom; Tepexpan, Mexico; Vantaa, Finland; and Wroclaw, Poland. | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 4

| Automotive OEM(a) Coatings | | | Specifically formulated coatings, adhesives and [removed: sealants and] [added: sealants,] metal pretreatments [added: and paint films] | | | Automotive original equipment, including [removed: both] combustion [removed: engine] [added: engine, commercial,] and electric vehicles, and automotive parts and accessories, including battery-related components | | | Direct to manufacturing companies and various coatings applicators | | | PPG® | | |

| Packaging Coatings | | | Specifically formulated coatings | | | Metal cans, closures, and plastic [added: and aluminum] tubes for food, beverage and personal care, and promotional and specialty packaging | | | PPG® | | | | | |

| Specialty Coatings and Materials | | | Amorphous precipitated silicas, TESLIN® substrate, Organic Light Emitting Diode (OLED) materials, optical lens materials and photochromic dyes | | | Silicas - Tire, battery separator and other end-uses TESLIN - Labels, e-passports, drivers’ licenses, breathable membranes, loyalty cards and identification cards OLED - displays and lighting Lens materials - optical [removed: lenses] [added: lenses, coatings] and color-change products | | | PPG® TESLIN® | | | | | |

| Principal Manufacturing and Distribution Facilities | | | Barberton, Ohio; [removed: Busan,] [added: Cheonan,] South Korea; Cieszyn, Poland; [added: Circleville, Ohio;] Cleveland, Ohio; Delfzijl, Netherlands; Lake Charles, Louisiana; Oak Creek, Wisconsin; Quattordio, Italy; San Juan del Rio, Mexico; Springdale, Pennsylvania; Sumaré, Brazil; Weingarten, Germany; and [removed: Suzhou,] Tianjin and Zhangjiagang, China. | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 5

| *($ in millions, except percentages)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Research and development costs, including depreciation of research facilities | | | [removed: $470] [added: $456] | | | | | | [removed: $463] [added: $470] | | | | | | [removed: $401] [added: $463] | | |

| % of annual net sales | | | [removed: 2.7] [added: 2.5] | | % | | | | [removed: 2.8] [added: 2.7] | | % | | | | [removed: 2.9] [added: 2.8] | | % |

We align our product development with the macro trends in the markets we serve, including a focus on [removed: sustainability,] [added: sustainability] and [added: productivity, and] leverage core technology platforms to develop products to address unmet market needs.

Additionally, we operate laboratories in close geographic proximity to our [removed: customers] [added: customers,] and we customize our products for our customers' end-use applications.

Raw materials include both organic, primarily petroleum-derived, materials and inorganic [removed: materials.][added: materials, including titanium dioxide.]

In support of our decarbonization efforts, we are increasing the amount of renewable energy secured for our operating facilities and increasingly evaluating alternative raw materials that offer sustainable benefits and support the circular economy, including [removed: recycled, bio-based, bio-circular feedstocks] [added: recycled] and [removed: biomass balance products.][added: renewable feedstocks.]

Given the uncertainty associated with the various factors that drive raw material prices, we are not able to predict the [removed: 2023] [added: 2024] full-year impact of changes in raw material costs versus [removed: 2022;] [added: 2023;] however, we [added: do not currently] expect [removed: the negative impact of] [added: to incur significant] raw material inflation [removed: to lessen as 2023 progresses.][added: during 2024.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 6

The PPG Global Supplier Code of Conduct clarifies our global expectations in the areas of business integrity, labor practices, [removed: associate health and safety, and environmental management.]

PPG has [removed: a] significant [removed: investment in] non-U.S. operations.

During [removed: 2022, unfavorable] [added: 2023, favorable] foreign currency translation [removed: decreased] [added: increased] Net sales by approximately [removed: $775] [added: $102] million and Income before income taxes by approximately [removed: $85] [added: $25] million.

The average number of people employed by PPG during [removed: 2022] [added: 2023] was approximately [removed: 52,000,] [added: 53,000,] of which approximately [removed: 15,600] [added: 16,300] were in the United States and approximately [removed: 36,400] [added: 36,700] were elsewhere in the world.

There were no significant work stoppages in [removed: 2022.][added: 2023.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 7

For [removed: 2022 and 2021,] [added: 2023,] our injury and illness rate was [removed: 0.30 and 0.26, respectively.][added: 0.32.]

More information about PPG’s human capital management strategies and our workforce can be found in the Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and in our ESG Report located at http://sustainability.ppg.com.

PPG is committed to operating in a sustainable [added: and productive] manner and to helping our customers meet their sustainability goals.

Our sustainability efforts are [removed: governed] [added: overseen] by the Sustainability and Innovation Committee of our Board of Directors.

These products include compact automotive paint processes and low [added: temperature] cure capabilities that save energy and reduce water usage at customer manufacturing sites; [removed: sustainable,] [added: sustainably-advantaged] waterborne coatings formulations; [removed: sustainable] [added: sustainably-advantaged] powder coatings; lightweight sealants and coatings for aircraft; coatings that cool surfaces; coatings for recyclable metal packaging; antimicrobial products; coatings that contain reduced materials of concern; architectural coatings that contain lower carbon content raw materials; silica products for tires that improve vehicle fuel economy; and solutions for autonomous and battery-powered vehicles.

In addition to the [removed: $217] [added: $227] million currently reserved for environmental remediation efforts, we may be subject to loss contingencies related to environmental matters estimated to be approximately $100 million to $200 million.

These reasonably possible unreserved losses relate to environmental matters at a number of sites, none of which are individually [added: significant.]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 8

| *($ in millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Capital expenditures for environmental control projects | | | [removed: $22] [added: $26] | | | | | | [removed: $17] [added: $22] | | | | | | [removed: $12] [added: $17] | | |

The Company also posts all financial press releases, including earnings releases, [added: and all other reports filed or furnished] to [added: the SEC, including current reports on Form 8-K to] its website.

[removed: All other reports filed or furnished to the SEC, including reports on Form 8-K, are available via direct link on PPG’s website to the SEC’s website, *www.sec.gov.*] Reference to the Company’s, the SEC’s or other websites herein does not incorporate by reference any information contained on those websites, and such information should not be considered part of this Form 10-K.

PPG’s vision is to be the first-choice partner to meet our customers’ evolving needs for innovative paints, coatings and surface solutions to protect and beautify the world.

While PPG faced certain raw material shortages and logistical challenges during 2022, raw material and logistics availability continued to improve throughout 2023 and is now comparable to pre-pandemic conditions.

In 2023 raw material costs remained high compared to historic levels, but moderated compared to 2022 levels, resulting in a decrease to our operating costs of more than $500 million.

While raw material costs declined during 2023, the Company continues to incur wage inflation, and anticipates further wage inflation impacts in 2024.

associate health and safety, and environmental management.

For the year ended December 31, 2023, 44% of sales were from sustainably-advantaged products and processes that we have defined as addressing multiple sustainability benefits, including lower emissions, lower toxicity, energy efficiency, use of renewable raw materials or extending durability.

During 2023, PPG announced its near-term 2030 sustainability goals, including greenhouse gas (“GHG”) emissions targets that have been validated by the Science Based Targets initiative.

PPG’s 2030 sustainability goals include a commitment to reduce absolute emissions from its own operations (scope 1 and 2) by 50% by 2030 from a 2019 base year and to reduce absolute scope 3 GHG emissions from purchased goods and services, processing of sold products, and end-of-life treatment of sold products by 30% within the same timeframe.

We believe that capital expenditures for environmental control projects will be slightly higher in 2024 compared to 2023.

PPG’s vision is to be the world’s leading coatings company by consistently delivering high-quality, innovative and sustainable solutions that customers trust to protect and beautify their products and surroundings.

In 2022, we continued to experience shortages of certain raw materials, which negatively impacted our ability to fully meet some of our customers’ demand.

For 2022 versus 2021, we experienced increases in our operating costs of more than $1 billion, including significant raw material and energy cost inflation.

The increases in raw material costs were primarily driven by higher supplier feedstock costs, higher energy prices, labor availability challenges, transportation shortages and higher ocean freight costs.

Also in 2022, we experienced increases in other logistics costs, driven by supply chain disruptions, logistical challenges, labor shortages and manufacturing interruptions at both our factories and those of our suppliers and customers.

In both 2022 and 2021, PPG earned a Gold rating from EcoVadis™, a trusted business sustainability ratings platform.

EcoVadis experts evaluate company performance on 21 factors related to environment, labor and human rights, ethics, and sustainable procurement.

The rating methodology is based on international sustainability standards and initiatives, such as the Global Reporting Initiative (GRI) Standards, United Nations Global Compact and ISO 26000 standard (social responsibility).

Maintaining a Gold rating from EcoVadis underscores PPG’s ongoing commitment to corporate social responsibility and our efforts to manage our economic, social and environmental impact.

Sales from sustainable products represented 39% of the Company’s total Net sales for the year ended December 31, 2022.

significant.

It is expected that capital expenditures for such projects in 2023 will be in the range of $25 million to $35 million.

Both suits [removed: seek] [added: sought] declaratory relief arising out of alleged public nuisances in the counties associated with the presence of lead paint on various buildings constructed prior to 1980.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 13][added: 14]

Set forth below is information related to the Company’s executive officers as of February [removed: 16, 2023.][added: 15, 2024.]

| Timothy M. Knavish [removed: (b)] [added: (a)] | | | [removed: 57] [added: 58] | | | [removed: President] [added: Chairman] and Chief Executive Officer since [removed: January] [added: October] 2023 | | |

| Anne M. Foulkes [removed: (c)] [added: (b)] | | | [removed: 60] [added: 61] | | | Senior Vice President and General Counsel since September 2018 | | |

| Vincent J. Morales [removed: (d)] [added: (c)] | | | [removed: 57] [added: 58] | | | Senior Vice President and Chief Financial Officer since March 2017 | | |

| Amy R. Ericson [removed: (e)] [added: (f)] | | | [removed: 57] [added: 58] | | | Senior Vice President, Protective and Marine Coatings since January 2023 | | |

| Ramaprasad Vadlamannati [removed: (f)] [added: (h)] | | | [removed: 60] [added: 61] | | | Senior Vice President, [removed: Global] Operations since January 2023 | | |

(a)On [removed: October 19, 2022,] [added: September 26, 2023,] Mr. [removed: McGarry] [added: Knavish] was elected [removed: as] [added: Chairman and Chief] Executive [removed: Chairman,] [added: Officer,] effective [removed: January] [added: October] 1, 2023.

[removed: (b)On October 19, 2022,] Mr. Knavish [removed: was elected] [added: served] as President and Chief Executive [removed: Officer, effective] [added: Officer from] January 1, [added: 2023 until September 30,] 2023.

Mr. Knavish served as Chief Operating Officer [removed: of the Company] from March 2022 through December 2022.

[removed: (c)Ms.] [added: (b)Ms.] Foulkes served as Senior Vice President, General Counsel and Secretary from April 2022 to June 2022 and from August 2018 to September 2018, Vice President and Associate General Counsel and Secretary from March 2016 through July 2018 and Assistant General Counsel and Secretary from April 2011 through February 2016.

[removed: (d)Mr.] [added: (c)Mr.] Morales served as Vice President, Finance from June 2016 through February 2017.

[removed: Ms.] [added: (f)Ms.] Ericson served as Senior Vice President, Packaging Coatings from July 2018 through December 2022.

[removed: (f)In January] [added: (e)Effective May 1,] 2023, Mr. [removed: Vadlamannati] [added: Braun] was named Senior Vice President, [removed: Global Operations.][added: Industrial Coatings Segment.]

[removed: Mr.] [added: (h)Mr.] Vadlamannati served as Senior Vice President, Protective and Marine Coatings and President PPG EMEA from October 2019 through December 2022, Senior Vice President, Protective and Marine Coatings from March 2016 through September 2019, Vice President, Architectural Coatings, EMEA and Asia Pacific from August 2014 through February 2016, Vice President, Architectural Coatings, EMEA from February 2012 through July 2014, Vice President, Architectural Coatings, EMEA for Region Western Europe from March 2011 through January 2012 and Vice President, Automotive Refinish, EMEA from September 2010 through February 2011.

By Opinion and Order dated May 5, 2023, the Pennsylvania Commonwealth Court reversed rulings of the lower trial courts, unanimously ruling that the Counties failed to plead valid causes of action, and remanding both cases to their respective trial courts for dismissal.

On June 5, 2023, the Counties filed Petitions for Allowance of Appeal with the Pennsylvania Supreme Court.

On November 20, 2023, the Pennsylvania Supreme Court denied the Counties’ Petitions and, as such, dismissal of the lawsuit is now final.

2023 PPG ANNUAL REPORT AND FORM 10-K 15

| K. Henrik Bergström (d) | | | 51 | | | Senior Vice President, Architectural Coatings, Latin America, EMEA and Asia Pacific since May 2023 | | |

| Kevin D. Braun (e) | | | 55 | | | Senior Vice President, Industrial Coatings Segment since May 2023 | | |

| Chancey E. Hagerty (g) | | | 50 | | | Senior Vice President, Automotive Refinish Coatings since May 2023 | | |

(d)Effective May 1, 2023, Mr. Bergström was named Senior Vice President, Architectural Coatings, Latin America, EMEA and Asia Pacific.

Mr. Bergström served as Vice President, Architectural Coatings, Latin America, EMEA and Asia Pacific from February 2022 through April 2023 and as Vice President Architectural Coatings, Latin America from April 2017 through January 2022.

Mr. Braun served as Vice President, Global Industrial Coatings from January 2020 through April 2023 and as Vice President, Industrial Coatings, Americas from September 2013 through December 2019.

(g)Effective May 1, 2023, Mr. Hagerty was named Senior Vice President, Automotive Refinish Coatings.

Mr. Hagerty served as Vice President, Global Automotive Refinish Coatings from January 2020 through April 2023 and as Vice President, Global Industrial Coatings from January 2019 through December 2019.

The Company believes these actions are without merit and intends to defend itself vigorously.

| Michael H. McGarry (a) | | | 64 | | | Executive Chairman since January 2023 | | |

Mr. McGarry served as Chairman and Chief Executive Officer of the Company from September 2016 through December 2022 and as President and Chief Executive Officer from September 2015 through August 2016.

Mr. McGarry previously served as President and Chief Operating Officer from March 2015 through August 2015, Chief Operating Officer from August 2014 through February 2015, Executive Vice President from September 2012 through July 2014; and Senior Vice President, Commodity Chemicals from July 2008 through August 2012.

(e)In January 2023, Ms. Ericson was named Senior Vice President, Protective and Marine Coatings.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates as of June 30, [removed: 2022,] [added: 2023,] was [removed: $26,830] [added: $34,856] million.

As of January 31, [removed: 2023, 235,179,993] [added: 2024, 235,254,665] shares of the Registrant’s common stock, with a par value of $1.66 2/3 per share, were outstanding.

As of that date, the aggregate market value of common stock held by non-affiliates was [removed: $30,608] [added: $33,112] million.

Portions of PPG Industries, Inc. Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year, are incorporated herein by reference into Part III of this report.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 1

| Item 1. | | | [removed: [Business](#ia153b80189214b6f9516012fad6fca65_13)] [added: [Business](#i8fa96ac504e24da0b6317d04147c5b2c_13)] | | | [removed: [3](#ia153b80189214b6f9516012fad6fca65_13)] [added: [3](#i8fa96ac504e24da0b6317d04147c5b2c_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia153b80189214b6f9516012fad6fca65_37)] [added: Factors](#i8fa96ac504e24da0b6317d04147c5b2c_37)] | | | [removed: [9](#ia153b80189214b6f9516012fad6fca65_37)] [added: [9](#i8fa96ac504e24da0b6317d04147c5b2c_37)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia153b80189214b6f9516012fad6fca65_40)] [added: Comments](#i8fa96ac504e24da0b6317d04147c5b2c_40)] | | | [removed: [13](#ia153b80189214b6f9516012fad6fca65_40)] [added: [13](#i8fa96ac504e24da0b6317d04147c5b2c_40)] | | |

| Item 2. | | | [removed: [Properties](#ia153b80189214b6f9516012fad6fca65_43)] [added: [Properties](#i8fa96ac504e24da0b6317d04147c5b2c_43)] | | | [removed: [13](#ia153b80189214b6f9516012fad6fca65_43)] [added: [14](#i8fa96ac504e24da0b6317d04147c5b2c_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia153b80189214b6f9516012fad6fca65_46)] [added: Proceedings](#i8fa96ac504e24da0b6317d04147c5b2c_46)] | | | [removed: [13](#ia153b80189214b6f9516012fad6fca65_46)] [added: [14](#i8fa96ac504e24da0b6317d04147c5b2c_46)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia153b80189214b6f9516012fad6fca65_52)] [added: Disclosures](#i8fa96ac504e24da0b6317d04147c5b2c_52)] | | | [removed: [14](#ia153b80189214b6f9516012fad6fca65_52)] [added: [16](#i8fa96ac504e24da0b6317d04147c5b2c_52)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia153b80189214b6f9516012fad6fca65_58)] [added: Securities](#i8fa96ac504e24da0b6317d04147c5b2c_58)] | | | [removed: [15](#ia153b80189214b6f9516012fad6fca65_58)] [added: [17](#i8fa96ac504e24da0b6317d04147c5b2c_58)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ia153b80189214b6f9516012fad6fca65_61)] [added: [\[Reserved\]](#i8fa96ac504e24da0b6317d04147c5b2c_61)] | | | [removed: [15](#ia153b80189214b6f9516012fad6fca65_61)] [added: [17](#i8fa96ac504e24da0b6317d04147c5b2c_61)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia153b80189214b6f9516012fad6fca65_64)] [added: Operations](#i8fa96ac504e24da0b6317d04147c5b2c_64)] | | | [removed: [15](#ia153b80189214b6f9516012fad6fca65_64)] [added: [17](#i8fa96ac504e24da0b6317d04147c5b2c_64)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia153b80189214b6f9516012fad6fca65_115)] [added: Risk](#i8fa96ac504e24da0b6317d04147c5b2c_115)] | | | [removed: [29](#ia153b80189214b6f9516012fad6fca65_115)] [added: [29](#i8fa96ac504e24da0b6317d04147c5b2c_115)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia153b80189214b6f9516012fad6fca65_118)] [added: Data](#i8fa96ac504e24da0b6317d04147c5b2c_118)] | | | [removed: [30](#ia153b80189214b6f9516012fad6fca65_118)] [added: [31](#i8fa96ac504e24da0b6317d04147c5b2c_118)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia153b80189214b6f9516012fad6fca65_244)] [added: Disclosure](#i8fa96ac504e24da0b6317d04147c5b2c_247)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_244)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_247)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia153b80189214b6f9516012fad6fca65_247)] [added: Procedures](#i8fa96ac504e24da0b6317d04147c5b2c_250)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_247)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_250)] | | |

| Item 9B. | | | [Other [removed: Information](#ia153b80189214b6f9516012fad6fca65_250)] [added: Information](#i8fa96ac504e24da0b6317d04147c5b2c_253)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_250)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_253)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia153b80189214b6f9516012fad6fca65_253)] [added: Inspections](#i8fa96ac504e24da0b6317d04147c5b2c_256)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_253)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_256)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia153b80189214b6f9516012fad6fca65_259)] [added: Governance](#i8fa96ac504e24da0b6317d04147c5b2c_262)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_259)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_262)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia153b80189214b6f9516012fad6fca65_262)] [added: Compensation](#i8fa96ac504e24da0b6317d04147c5b2c_265)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_262)] [added: [73](#i8fa96ac504e24da0b6317d04147c5b2c_265)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia153b80189214b6f9516012fad6fca65_265)] [added: Matters](#i8fa96ac504e24da0b6317d04147c5b2c_268)] | | | [removed: [71](#ia153b80189214b6f9516012fad6fca65_265)] [added: [74](#i8fa96ac504e24da0b6317d04147c5b2c_268)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia153b80189214b6f9516012fad6fca65_268)] [added: Independence](#i8fa96ac504e24da0b6317d04147c5b2c_271)] | | | [removed: [72](#ia153b80189214b6f9516012fad6fca65_268)] [added: [74](#i8fa96ac504e24da0b6317d04147c5b2c_271)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ia153b80189214b6f9516012fad6fca65_271)] [added: Services](#i8fa96ac504e24da0b6317d04147c5b2c_274)] | | | [removed: [72](#ia153b80189214b6f9516012fad6fca65_271)] [added: [74](#i8fa96ac504e24da0b6317d04147c5b2c_274)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ia153b80189214b6f9516012fad6fca65_277)] [added: Schedules](#i8fa96ac504e24da0b6317d04147c5b2c_280)] | | | [removed: [72](#ia153b80189214b6f9516012fad6fca65_277)] [added: [74](#i8fa96ac504e24da0b6317d04147c5b2c_280)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ia153b80189214b6f9516012fad6fca65_283)] [added: Summary](#i8fa96ac504e24da0b6317d04147c5b2c_286)] | | | [removed: [75](#ia153b80189214b6f9516012fad6fca65_283)] [added: [77](#i8fa96ac504e24da0b6317d04147c5b2c_286)] | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K 2

| Item 1C. | | | [Cybersecurity](#i8fa96ac504e24da0b6317d04147c5b2c_2486) | | | [13](#i8fa96ac504e24da0b6317d04147c5b2c_2486) | | |

| [Signatures](#i8fa96ac504e24da0b6317d04147c5b2c_289) | | | | | | [78](#i8fa96ac504e24da0b6317d04147c5b2c_289) | | |

| [Signatures](#ia153b80189214b6f9516012fad6fca65_286) | | | | | | [76](#ia153b80189214b6f9516012fad6fca65_286) | | |

PPG’s cybersecurity program is designed to protect and preserve the confidentiality, integrity and availability of our networks and systems as well as information that we own or is in our care through a risk-based approach.

The Company’s program is based on the U.S. National Institute for Standards and Technology (NIST) cybersecurity framework and other applicable industry frameworks.

Our cybersecurity program includes:

- ongoing employee cybersecurity awareness and training activities, which include frequent phishing testing;

- access management and access controls intended to implement Principle of Least Privilege (PoLP) access;

- protection of certain data through encryption at rest and in transit;

- monitoring and protection software;

- a vulnerability management program that includes managing the risk of third-party software;

- a cyber incident response plan that provides controls and procedures to support appropriate containment, response, investigation, reporting and recovery of cybersecurity incidents;

- periodic testing of our cybersecurity posture, including by independent third-party consultants; and

- integrating cybersecurity requirements and other provision into various contracts.

PPG has continued to invest in cybersecurity to evolve and improve its program.

PPG regularly assesses and measures itself against industry practices to identify opportunities to improve its people, processes and technology used to identify, prevent, detect, respond and recover from cybersecurity incidents.

When such improvements are identified and validated as appropriate in PPG’s business context, they are incorporated in the roadmap for implementation.

To date, the risks from cybersecurity threats have not materially affected the Company.

We have significantly increased our cybersecurity investments over the last five years and have implemented cybersecurity safeguards designed to detect

2023 PPG ANNUAL REPORT AND FORM 10-K 13

and prevent cybersecurity events that may have a material adverse effect on the Company.

Notwithstanding our increased cybersecurity investments and preparedness activities, sophisticated and targeted computer crime perpetrated by threat actors internal or external to the Company poses a risk to the security of our systems, facilities, and networks and to the confidentiality, availability and integrity of our data, including but not limited to intellectual property and confidential and personal data.

This could lead to negative publicity, theft or other financial loss, modification or destruction of proprietary information or key information, manufacture of defective products, production downtimes and operational disruptions, which could materially and adversely affect our reputation, competitiveness and results of operations.

Refer to the risk factor titled “*The security of our information technology systems could be compromised which could adversely affect our operations or reputations”* in Item 1A of this Form 10-K for further detail regarding cybersecurity risks that could affect PPG’s operations.

We maintain insurance covering certain costs that we may incur in connection with cybersecurity incidents, which we believe is commensurate with the size and the nature of our operations.

However, the Company may incur expenses and losses related to a cyber incident that are not covered by insurance or are in excess of our insurance coverage.

The PPG Board of Directors (the “Board”) has overall responsibility for the oversight of risk management at PPG, which includes cybersecurity risks.

The Audit Committee of the Board (the “Audit Committee”), is responsible for oversight of the Company’s enterprise risk management (“ERM”) program which provides oversight and governance of all of the Company’s operational and financial risks including risks from cybersecurity threats to the Company.

The Audit Committee receives bi-annual reports and periodic briefings on cybersecurity matters, including key risks to the Company, recent developments, and risk mitigation activities from our Vice President and Chief Information Officer (“CIO”) and our Chief Information Security Officer (“CISO"), who are both responsible for overseeing our cybersecurity program.

In addition, the full Board receives bi-annual briefings from our CIO on our cybersecurity program.

The Board and the Audit Committee also periodically review the results of exercises performed by our advisors as part of an independent assessment of PPG’s cybersecurity program and internal preparedness.

In addition, the Enterprise Risk Committee, a committee of senior executives who identify and monitor the risks to PPG and are responsible for our ERM program, receives updated information on cybersecurity risks at each of its meetings.

As part of their oversight of our cybersecurity program, our CIO and our CISO oversee a team of cybersecurity professionals and are responsible for assessing and managing our material risks from cybersecurity threats.

Our CIO and CISO are trained information technology professionals, each of whom has earned degrees in information systems and business administration and has many years of experience in or managing global enterprise information technology at various organizations.

PPG maintains an internal communication hierarchy that is designed to communicate the occurrence of certain cybersecurity events and/or incidents into our systems to our CISO, our CIO, our company crisis response team, and, as appropriate, to certain members of senior management.

This communication hierarchy includes protocols for informing the Audit Committee and the full Board of certain cybersecurity events and/or incidents and for determining the materiality thereof.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 14][added: 16]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuer Purchases of Equity Securities - Fourth Quarter 2023 | | | | | | | | | | | | | | |

| Month | | | Total Number of Shares Purchased | | | Avg. Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | Max. Number of Shares That May Yet Be Purchased Under the Programs(1) | | |

| October 2023 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 9,043,759 | | |

| November 2023 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 7,819,581 | | |

| December 2023 | | | | | | | | | | | | | | |

| Repurchase program | | | 673,638 | | | $148.61 | | | 673,638 | | | 6,754,871 | | |

| Total quarter ended December 31, 2023 | | | | | | | | | | | | | | |

| Repurchase program | | | 673,638 | | | $148.61 | | | 673,638 | | | 6,754,871 | | |

(1)In December 2017, PPG's board of directors approved a $2.5 billion share repurchase program.

The remaining shares yet to be purchased under the program has been calculated using PPG’s closing stock price on the last business day of the respective month.

No shares were repurchased in the three months ended December 31, 2022 under the current $2.5 billion share repurchase program approved in December 2017.

The maximum number of shares that may yet be purchased under this program is 8,830,144 shares as of December 31, 2022.

We have audited the accompanying consolidated balance sheet of PPG Industries, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 30][added: 31]

*Quantitative Goodwill Impairment [removed: Test*][added: Test – Traffic Solutions Reporting Unit*]

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $6,078] [added: $6,200] million as of December 31, [removed: 2022,] [added: 2023,] of which [removed: a portion was subject] [added: $391 million relates] to [removed: a quantitative goodwill impairment test.][added: the traffic solutions reporting unit.]

[removed: Fair] [added: The fair] value [removed: is] [added: of the traffic solutions reporting unit was] estimated using a discounted cash flow model.

Key assumptions and estimates used in the discounted cash flow model [removed: include] [added: included] projected future revenues, [added: a] discount [removed: rates,] [added: rate,] operating cash flows, capital [removed: expenditures] [added: expenditures,] and [added: a] tax [removed: rates.][added: rate.]

The principal considerations for our determination that performing procedures relating to the quantitative goodwill impairment test [added: of the traffic solutions reporting unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [added: traffic solutions] reporting [removed: unit where a quantitative test was performed; and] [added: unit;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant [removed: assumption] [added: assumptions] related to [added: the] projected future [removed: revenues.][added: revenues and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment test, including controls over the valuation of the [added: traffic solutions] reporting [removed: unit where a quantitative test was performed.][added: unit.]

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the [added: traffic solutions] reporting [removed: unit where a quantitative test was performed;] [added: unit;] (ii) evaluating the appropriateness of the discounted cash flow [removed: model;] [added: model used by management;] (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of management’s significant [removed: assumption] [added: assumptions] related to [added: the] projected future [removed: revenues.][added: revenues and the discount rate.]

Evaluating management’s [removed: significant] assumption related to [added: the] projected future revenues involved evaluating whether the [removed: significant] assumption used by management was reasonable considering (i) the current and past performance of the [added: traffic solutions] reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

[removed: /s/] [added: /s/] PricewaterhouseCoopers [removed: LLP][added: LLP]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 31][added: 32]

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this evaluation we have concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting [removed: were] [added: was] effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their report, included on pages [removed: 30-31] [added: 31-32] of this Form 10-K, regarding the Company’s internal control over financial reporting.

| Timothy M. Knavish [removed: Director, President] [added: Chairman] and Chief Executive Officer February [removed: 16, 2023] [added: 15, 2024] | | | | | | Vincent J. Morales Senior Vice President and Chief Financial Officer February [removed: 16, 2023] [added: 15, 2024] | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 32][added: 33]

| *($ in millions, except per share amounts)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | [removed: $17,652] [added: $18,246] | | | | | | [removed: $16,802] [added: $17,652] | | | | | | [removed: $13,834] [added: $16,802] | | |

| Cost of sales, exclusive of depreciation and amortization | | | [removed: 11,096] [added: 10,745] | | | | | | [removed: 10,286] [added: 11,096] | | | | | | [removed: 7,777] [added: 10,286] | | |

| Selling, general and administrative | | | [removed: 3,842] [added: 4,222] | | | | | | [removed: 3,780] [added: 3,842] | | | | | | [removed: 3,389] [added: 3,780] | | |

| Depreciation | | | [removed: 388] [added: 391] | | | | | | [removed: 389] [added: 388] | | | | | | [removed: 371] [added: 389] | | |

| Amortization | | | [removed: 166] [added: 167] | | | | | | [removed: 172] [added: 166] | | | | | | [removed: 138] [added: 172] | | |

| Research and development, net | | | [removed: 448] [added: 433] | | | | | | [removed: 439] [added: 448] | | | | | | [removed: 379] [added: 439] | | |

| Interest expense | | | [removed: 167] [added: 247] | | | | | | [removed: 121] [added: 167] | | | | | | [removed: 138] [added: 121] | | |

| Interest income | | | [removed: (54)] [added: (140)] | | | | | | [removed: (26)] [added: (54)] | | | | | | [removed: (23)] [added: (26)] | | |

| Impairment and [removed: other related] [added: other-related] charges, net | | | [removed: 245] [added: 160] | | | | | | [removed: 21] [added: 245] | | | | | | [removed: 93] [added: 21] | | |

| Pension settlement charge | | | [removed: —] [added: 190] | | | | | | [removed: 50] [added: —] | | | | | | [removed: —] [added: 50] | | |

| Asbestos-related claims reserve adjustment | | | — | | | | | | [removed: (133)] [added: —] | | | | | | [removed: —] [added: (133)] | | |

| Business [removed: restructuring,] [added: restructuring (income)/charges,] net | | | [removed: 33] [added: (2)] | | | | | | [removed: 31] [added: 33] | | | | | | [removed: 174] [added: 31] | | |

[removed: |] Other [removed: (income)/charges, net | | | (60) | | | | | | (143) | | | | | | 36 | | |][added: Charges/(Income), Net]

| Income before income taxes | | | [removed: $1,381] [added: $1,748] | | | | | | [removed: $1,815] [added: $1,381] | | | | | | [removed: $1,362] [added: $1,815] | | |

| Income tax expense | | | [removed: 325] [added: 439] | | | | | | [removed: 374] [added: 325] | | | | | | [removed: 291] [added: 374] | | |

| *Income from continuing operations* | | | [removed: $1,056] [added: $1,309] | | | | | | [removed: $1,441] [added: $1,056] | | | | | | [removed: $1,071] [added: $1,441] | | |

| *(Loss)/income from discontinued operations, net of tax* | | | [removed: (2)] [added: —] | | | | | | [removed: 19] [added: (2)] | | | | | | [removed: 3] [added: 19] | | |

| Net income attributable to the controlling and noncontrolling interests | | | [removed: $1,054] [added: $1,309] | | | | | | [removed: $1,460] [added: $1,054] | | | | | | [removed: $1,074] [added: $1,460] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 28] [added: 39] | | | | | | [removed: 21] [added: 28] | | | | | | [removed: 15] [added: 21] | | |

Based on the annual goodwill impairment test performed in the fourth quarter of 2023, management determined that the estimated fair value of the traffic solutions reporting unit was less than its carrying value, resulting in recognition of a goodwill impairment charge of $158 million in impairment and other related charges, net.

The fair value of the traffic solutions reporting unit was estimated by management using a discounted cash flow model.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption.

February 15, 2024

| (Loss)/income from discontinued operations, net of tax | | | — | | | | | | (0.01) | | | | | | 0.08 | | |

| *($ in millions)* | | | 2023 | | | | | | 2022 | | |

| Total | | | $21,647 | | | | | | $20,744 | | |

| Purchase of treasury stock | | | — | | | — | | | — | | | (100) | | | — | | | (100) | | | — | | | (100) | | |

| December 31, 2023 | | | $969 | | | $1,202 | | | $21,500 | | | ($13,600) | | | ($2,239) | | | $7,832 | | | $191 | | | $8,023 | | |

| Other | | | | | | 107 | | | | | | (118) | | | | | | (195) | | |

In 2023, the Company determined that the estimated fair value of the traffic solutions reporting unit was less than its carrying value, resulting in recognition of a goodwill impairment charge of $158 million in Impairment and other related charges, net in the accompanying consolidated statement of income.

Refer to Note 6, “Goodwill and Other Identifiable Intangible Assets” for further details.

The Company provides an allowance for doubtful accounts to

Supply Chain Finance

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.

The total amount due to financial intermediaries to settle supplier invoices under supply chain finance programs was $301 million and $390 million as of December 31, 2023 and December 31, 2022, respectively.

These amounts are included within Accounts payable and accrued liabilities on the accompanying consolidated balance sheet.

Effective January 1, 2023, PPG adopted Accounting Standards Update ("ASU") No. 2022-04, “Liabilities - Supplier Finance Programs." This ASU is intended to enhance the transparency surrounding the use of supplier finance programs.

The guidance does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07 “Improvements to Reportable Segment Disclosures (Topic 280)”.

This ASU updates current reportable segment disclosure requirements to require disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

This ASU will be effective for the annual period ending December 31, 2024.

In December 2023, the FASB issued ASU No. 2023-09 “Improvements to Income Tax Disclosures (Topic 740)”.

This ASU updates current income tax disclosure requirements to require disclosures of specific categories of information within the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This ASU will be effective for the annual period ending December 31, 2025.

Adoption of this ASU will result in additional disclosure, but will not impact PPG’s consolidated financial position, results of operations or cash flows.

| *($ in millions)* | | | | | | 2023 | | | | | | 2022 | | |

| *($ in millions)* | | | 2023 | | | | | | 2022 | | |

| Divestitures | | | (5) | | | — | | | (5) | | |

| Goodwill impairment | | | (158) | | | — | | | (158) | | |

| December 31, 2023 | | | $4,994 | | | $1,206 | | | $6,200 | | |

In the fourth quarter, the Company tests the carrying value of goodwill for impairment, as discussed in Note 1.

“Summary of Significant Accounting Policies.” Based on the annual goodwill impairment test performed in the fourth quarter 2023, the Company determined that the estimated fair value of the traffic solutions reporting unit was less than its carrying value, resulting in recognition of a goodwill impairment charge of $158 million in Impairment and other related charges, net in the accompanying consolidated statements of income.

After recording the goodwill impairment charge of $158 million, the remaining goodwill balance recorded for the traffic solutions reporting unit was $391 million as of December 31, 2023.

Key assumptions and estimates used in the discounted cash flow model included projected future revenues, a discount rate, operating cash flows, capital expenditures, and a tax rate.

The decline in the fair value of the traffic solutions reporting unit compared to prior periods was primarily due to an increase in the weighted average cost of capital (discount rate assumption) reflecting the current interest rate environment.

In addition, the fair value was impacted by a decline in the reporting unit’s long-term cash generation forecast due to the highly inflationary environment in Argentina and the fourth quarter 2023 divestitures of its European and Australian businesses.

February 16, 2023

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| January 1, 2020 | | | $969 | | | $950 | | | $18,906 | | | ($13,191) | | | ($2,350) | | | $5,284 | | | $119 | | | $5,403 | | |

| Other | | | | | | (151) | | | | | | (176) | | | | | | 88 | | |

| Proceeds from Term Loan, net of fees | | | | | | — | | | | | | — | | | | | | 1,497 | | |

| Proceeds from revolving credit facility | | | | | | — | | | | | | — | | | | | | 800 | | |

| Repayment of revolving credit facility | | | | | | — | | | | | | — | | | | | | (800) | | |

| Cash reclassified to assets held for sale | | | | | | — | | | | | | — | | | | | | (20) | | |

receivable, assessments of current creditworthiness of customers, and forward-looking information.

Effective January 1, 2022, PPG adopted Accounting Standards Update ("ASU") No. 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)." This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform." This ASU provided optional expedients and exceptions to U.S. GAAP for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate ("LIBOR").

The amendments in this ASU applied only to contracts, hedging relationships, and other transactions that referenced LIBOR or another reference rate expected to be discontinued.

The amendments in this ASU were effective through December 31, 2022.

PPG did not apply any of the optional expedients or exceptions allowed under this ASU.

There were no accounting pronouncements promulgated prior to December 31, 2022 that are not effective until a future date which are expected to have a material impact on PPG’s consolidated financial position, results of operations or cash flows.

*Ennis-Flint*

On December 23, 2020, PPG completed the acquisition of Ennis-Flint, a global manufacturer of a broad portfolio of pavement marking products, including traffic paint, hot-applied and preformed thermoplastics and raised pavement markers.

PPG funded this transaction using cash on hand.

The results of this business since the date of acquisition have been reported within the traffic solutions business within the Performance Coatings reportable business segment.

| January 1, 2021 | | | $4,023 | | | $1,079 | | | $5,102 | | |

| Estimated future amortization expense | | | $150 | | | $127 | | | $115 | | | $93 | | | $85 | | |

In the second quarter 2020, the Company approved a business restructuring plan which included actions to reduce its global cost structure.

The program addressed weakened global economic conditions stemming from the pandemic and related pace of recovery in a few end-use markets along with further opportunities to optimize supply chain and functional costs.

In the second quarter 2019, the Company approved a business restructuring plan which included actions to reduce its global cost structure.

Substantially all actions of the 2020 and 2019 restructuring programs have been completed.

| 2023 | | | $201 | | | $3 | | |

| 2024 | | | 166 | | | 2 | | |

| 2025 | | | 129 | | | 2 | | |

| 2026 | | | 100 | | | 1 | | |

| Thereafter | | | 219 | | | 3 | | |

| Commercial paper | | | Various | | | — | | | | | | 440 | | |

(3)Weighted average interest rate of 4.4% and 3.1% as of December 31, 2022 and 2021, respectively.

In August 2020, PPG completed a public offering of $100 million aggregate principal amount of 3.75% notes due March 2028.

These notes were issued as additional notes pursuant to PPG’s existing shelf registration statement and pursuant to the Indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented (the "2018 Indenture"), which is the same Indenture pursuant to which we previously issued $700 million in aggregate principle amount of our 3.75% notes due March 2028 on February 27, 2018.

The new notes will be treated as a single series of notes with the existing notes under the 2018 Indenture, have the same CUSIP number as the existing notes, and be fungible with the existing notes for US federal income tax purposes.

The Indenture governing these notes contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets.

The terms of these notes also require the Company to make an offer to repurchase the notes upon a Change of Control Triggering Event (as defined in the 2018 Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Company may issue additional debt from time to time pursuant to the 2018 Indenture.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Refer to Management Report on page [removed: 32] [added: 33] for management’s annual report on internal control over financial reporting.

Refer to Report of Independent Registered Public Accounting Firm on pages [removed: 30-31] [added: 31-32] for PricewaterhouseCoopers LLP’s audit report on the Company’s internal control over financial reporting.

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2023, 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.

None.

The information about the Company’s directors required by Item 10 and not otherwise set forth below is contained under the caption “Proposal 1: Election of Directors” in PPG’s definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (the “Proxy Statement”) which the Company anticipates filing with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the Company’s fiscal year, and is incorporated herein by reference.

2023 PPG ANNUAL REPORT AND FORM 10-K 73

2022 PPG ANNUAL REPORT AND FORM 10-K 71

| [Report of Independent Registered Public Accounting [removed: Firm](#ia153b80189214b6f9516012fad6fca65_121)] [added: Firm](#i8fa96ac504e24da0b6317d04147c5b2c_121)] (PCAOB ID 238) | | | [removed: [30](#ia153b80189214b6f9516012fad6fca65_121)] [added: [31](#i8fa96ac504e24da0b6317d04147c5b2c_121)] | | |

| [Management [removed: Report](#ia153b80189214b6f9516012fad6fca65_127)] [added: Report](#i8fa96ac504e24da0b6317d04147c5b2c_127)] | | | [removed: [32](#ia153b80189214b6f9516012fad6fca65_127)] [added: [33](#i8fa96ac504e24da0b6317d04147c5b2c_127)] | | |

| [Consolidated Statement of Income for the Years Ended December 31, [removed: 2022, 2021 and 2020](#ia153b80189214b6f9516012fad6fca65_130)] [added: 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[3](#i8fa96ac504e24da0b6317d04147c5b2c_130)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[2](#i8fa96ac504e24da0b6317d04147c5b2c_130) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[1](#i8fa96ac504e24da0b6317d04147c5b2c_130)] | | | [removed: [33](#ia153b80189214b6f9516012fad6fca65_130)] [added: [34](#i8fa96ac504e24da0b6317d04147c5b2c_130)] | | |

| [Consolidated Statement of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021 and 2020](#ia153b80189214b6f9516012fad6fca65_133)] [added: 20](#i8fa96ac504e24da0b6317d04147c5b2c_133)[2](#i8fa96ac504e24da0b6317d04147c5b2c_133)[3](#i8fa96ac504e24da0b6317d04147c5b2c_133)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_133)[2](#i8fa96ac504e24da0b6317d04147c5b2c_133) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_133)[1](#i8fa96ac504e24da0b6317d04147c5b2c_133)] | | | [removed: [33](#ia153b80189214b6f9516012fad6fca65_133)] [added: [34](#i8fa96ac504e24da0b6317d04147c5b2c_133)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 2022 and 2021](#ia153b80189214b6f9516012fad6fca65_136)] [added: 202](#i8fa96ac504e24da0b6317d04147c5b2c_136)[3](#i8fa96ac504e24da0b6317d04147c5b2c_136) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_136)[2](#i8fa96ac504e24da0b6317d04147c5b2c_136)] | | | [removed: [34](#ia153b80189214b6f9516012fad6fca65_136)] [added: [35](#i8fa96ac504e24da0b6317d04147c5b2c_136)] | | |

| [Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, [removed: 2022, 2021 and 2020](#ia153b80189214b6f9516012fad6fca65_139)] [added: 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[3](#i8fa96ac504e24da0b6317d04147c5b2c_139)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[2](#i8fa96ac504e24da0b6317d04147c5b2c_139) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[1](#i8fa96ac504e24da0b6317d04147c5b2c_139)] | | | [removed: [35](#ia153b80189214b6f9516012fad6fca65_139)] [added: [36](#i8fa96ac504e24da0b6317d04147c5b2c_139)] | | |

| [Consolidated Statement of Cash Flows for the Years Ended December 31, [removed: 2022, 2021 and 2020](#ia153b80189214b6f9516012fad6fca65_142)] [added: 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[3](#i8fa96ac504e24da0b6317d04147c5b2c_142)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[2](#i8fa96ac504e24da0b6317d04147c5b2c_142) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[1](#i8fa96ac504e24da0b6317d04147c5b2c_142)] | | | [removed: [36](#ia153b80189214b6f9516012fad6fca65_142)] [added: [37](#i8fa96ac504e24da0b6317d04147c5b2c_142)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ia153b80189214b6f9516012fad6fca65_145)] [added: Statements](#i8fa96ac504e24da0b6317d04147c5b2c_145)] | | | [removed: [37](#ia153b80189214b6f9516012fad6fca65_145)] [added: [38](#i8fa96ac504e24da0b6317d04147c5b2c_145)] | | |

(a)(2) Consolidated Financial Statement Schedule for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Allowance for Doubtful Accounts for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 72][added: 74]

| | | | 3.3 | | | [Amended and Restated Bylaws of PPG Industries, Inc., as amended [removed: on](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm) [October 20](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm)[, 2022,] [added: on](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm) [January 18, 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)[,] was filed as Exhibit [removed: 3.](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm)[1](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm) [to] [added: 3.1 to] the Registrant’s Current Report on Form 8-K filed [removed: on](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm) [Oc](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm)[tober 25](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm)[, 2022.](https://www.sec.gov/Archives/edgar/data/79879/000007987922000081/exhibit31-amendedandrestat.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm) [January](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm) [22](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)] | | |

| † | | | 4.11 | | | [PPG Industries, Inc. Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg2022ex411-descriptionof.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex411-descriptionof.htm)] | | |

| * | | | 10.1 | | | [Form of Change in Control Employment Agreement entered into with executives [removed: prior to] [added: on or after] January 1, [removed: 2008, as amended,] [added: 2008 through December 31, 2009,] was filed as Exhibit [removed: 10.2] [added: 10.24] to the Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/79879/000119312508035206/dex102.htm).] [added: 2007.](http://www.sec.gov/Archives/edgar/data/79879/000119312508035206/dex1024.htm)] | | |

| * | | | 10.2 | | | [Form of Change in Control Employment Agreement entered into with executives on or after January 1, [removed: 2008 through December 31, 2009,] [added: 2010,] was filed as Exhibit [removed: 10.24] [added: 10.3] to the Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/79879/000119312508035206/dex1024.htm)] [added: 2009.](http://www.sec.gov/Archives/edgar/data/79879/000119312510033939/dex103.htm)] | | |

| * | | | 10.3 | | | [Form of Change in Control Employment Agreement entered into with executives on or after [removed: January 1, 2010,] [added: June 30, 2012] was filed as Exhibit [removed: 10.3] [added: 10.4] to the Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/79879/000119312510033939/dex103.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000016/exhibit104-changeincontrol.htm)] | | |

| * | | | 10.4 | | | [Form of Change in Control Employment Agreement entered into with executives on or after [removed: June 30, 2012] [added: January 1, 2014,] was filed as Exhibit [removed: 10.4] [added: 10.2] to the Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the period ended [removed: December] [added: March] 31, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000016/exhibit104-changeincontrol.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/79879/000007987914000032/ex102formofchangeincontrol.htm)] | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 73][added: 75]

| * | | | [removed: 10.6] [added: 10.5] | | | [PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred prior to January 1, 2005, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1997.](http://www.sec.gov/Archives/edgar/data/79879/0000950132-98-000141-index.html) | | |

| * | | | [removed: 10.7] [added: 10.8] | | | [PPG Industries, Inc. Deferred Compensation Plan [removed: for Directors] related to compensation deferred on or [removed: after] [added: prior to] January 1, 2005, as amended and restated effective January 1, [removed: 2021,] [added: 2011,] was filed as Exhibit [removed: 10] [added: 10.3] to the Registrant’s Quarterly Report on Form 10-Q for the period ended [removed: September] [added: June] 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/79879/000007987920000056/ppgq3202010qex10.htm)] [added: 2012.](http://www.sec.gov/Archives/edgar/data/79879/000119312512322176/d361660dex103.htm)] | | |

| * | | | [removed: 10.8] [added: 10.7] | | | [PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective July 14, 2004, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.](http://www.sec.gov/Archives/edgar/data/79879/000119312504124190/dex101.htm) | | |

| [removed: *] [added: †] | | | [removed: 10.9] [added: 10.6] | | | [PPG Industries, Inc. Deferred Compensation Plan [added: for Directors] related to compensation deferred on or [removed: prior to] [added: after] January 1, 2005, as amended and restated effective January 1, [removed: 2011, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012.](http://www.sec.gov/Archives/edgar/data/79879/000119312512322176/d361660dex103.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex106.htm)] | | |

| * | | | [removed: 10.10] [added: 10.9] | | | [PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 15, 2005.](http://www.sec.gov/Archives/edgar/data/79879/000129993305000691/exhibit1.htm) | | |

| * | | | [removed: 10.11] [added: 10.10] | | | [PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex A to the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders filed on March 10, 2011.](http://www.sec.gov/Archives/edgar/data/79879/000119312511061837/ddef14a.htm#toc141743_904) | | |

| * | | | [removed: 10.12] [added: 10.11] | | | [PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex B to the Registrant’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders filed on March 10, 2016.](http://www.sec.gov/Archives/edgar/data/79879/000104746916010969/a2227184zdef14a.htm#AnxB) | | |

| * | | | [removed: 10.13] [added: 10.25] | | | [removed: [Form of Non-Qualified] [added: [Time-Vested Restricted] Stock [removed: Option] [added: Unit] Award [removed: Agreement,] [added: Agreement for Michael H. McGarry] was filed as Exhibit [removed: 10.4] [added: 10.25] to the Registrant’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the period ended [removed: June 30, 2011.](http://www.sec.gov/Archives/edgar/data/79879/000119312511204498/dex104.htm)] [added: December 31, 2022.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex1025.htm)] | | |

| | | | [removed: 10.20] [added: 10.17] | | | [Amended and Restated Five Year Credit Agreement dated as of August 30, 2019 among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; BNP Paribas, Citibank, N.A. MUFG Bank, Ltd. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., MUFG Bank, Ltd. and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 4, 2019.](http://www.sec.gov/Archives/edgar/data/79879/000007987919000039/exhibit101-august2019c.htm) | | |

| | | | [removed: 10.21] [added: 10.19] | | | [Term Loan Credit Agreement, dated as of February 19, 2021, among PPG Industries, Inc., the lenders parties thereto, BNP Paribas, as administrative agent, PNC Bank, National Association as syndication agent and BNP Paribas Securities Corp. and PNC Capital Markets LLC as co-lead arrangers and co-bookrunners was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 23, 2021.](https://www.sec.gov/Archives/edgar/data/0000079879/000007987921000012/exhibit101february2021term.htm) | | |

| †* | | | [removed: 10.25] [added: 10.16] | | | [removed: [Time-Vested] [added: [Form of Time-Vested] Restricted Stock Unit Award Agreement for [removed: Michael H. McGarry.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex1025.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1016-ppg2024bodrsut.htm)] | | |

| † | | | 13.1 | | | [Market Information, Dividends, Holders of Common Stock and Stock Performance [removed: Graph.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg2022ex131-marketinforma.htm)] [added: Graph.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex131-marketinforma.htm)] | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 74][added: 76]

| † | | | 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg2022ex21-subsidiariesof.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex21-subsidiariesof.htm)] | | |

| † | | | 23 | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg2022ex23-consentofindep.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex23-consentofindep.htm)] | | |

| † | | | 24 | | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg2022ex24-powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex24-powerofattorney.htm)] | | |

| † | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex311.htm)] | | |

| † | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex312.htm)] | | |

| †† | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex321.htm)] | | |

| †† | | | 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex322.htm)] | | |

| | | | | | | Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, [removed: 2022:] [added: 2023:] (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts. | | |

| 2023 | | | $31 | | | $17 | | | | | | ($23) | | | $25 | | |

| †* | | | 10.12 | | | [Form of Non-Qualified Stock Option Award Agreement](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1012-ppg2024globals.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1012-ppg2024globals.htm) | | |

| †* | | | 10.13 | | | [Form of TSR Share Award Agreement](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1013-ppg2024globalt.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1013-ppg2024globalt.htm) | | |

| †* | | | 10.14 | | | [Form of Performance-Based Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1014-ppg2024globalr.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1014-ppg2024globalr.htm) | | |

| †* | | | 10.15 | | | [Form of Time-Vested Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1015-ppg2024annualg.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1015-ppg2024annualg.htm) | | |

| | | | 10.18 | | | [Amendment No. 1, dated as of March 23, 2023, to Five Year Credit Agreement, dated as of August 30, 2019, among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; BNP Paribas, Citibank, N.A., MUFG Bank, Ltd. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., MUFG Bank, Ltd. and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000014/exhibit101-ppgx2019jpmorga.htm) | | |

| | | | 10.20 | | | [Amendment No. 1, dated as of March 23, 2023, to Term Loan Credit Agreement, dated as of February 19, 2021, among PPG Industries, Inc., the lenders parties thereto, BNP Paribas, as administrative agent, PNC Bank, National Association, as syndication agent and BNP Paribas Securities Corp. and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners was filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 27, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000014/exhibit102-bnptikkurilater.htm) | | |

| | | | 10.21 | | | [Term Loan Credit Agreement, dated as of April 12, 2023, among PPG Industries, Inc., the banks, financial institutions and other institutional lenders party thereto and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative agent was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000020/exhibit101-bbvatermloancre.htm) | | |

| | | | 10.22 | | | [Five Year Credit Agreement dated as of July 27, 2023 among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, BNP Paribas Securities Corp, and Citibank, N.A. as joint lead arrangers and joint bookrunners; PNC Bank, National Association, BNP Paribas, and Citibank, N.A., as co-syndication agents; and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Banco Santander, S.A., New York Branch, Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Intesa Sanpaolo S.P.A., New York Branch, Societe Generale, Sumitomo Mitsui Banking Corporation, The Toronto-Dominion Bank, New York Branch, Unicredit Bank AG, New York Branch, U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-documentation agents was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000051/exhibit101-jpm2023amendeda.htm) | | |

| † | | | 97.1 | | | [PPG Industries, Inc. Compensation Recovery Policy Adopted by the Board of Directors on July 20, 2023](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit971-ppgindustriesin.htm) | | |

| | | | | | | | | |

| 2020 | | | $22 | | | $44 | | | | | | ($22) | | | $44 | | |

| * | | | 10.5 | | | [Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2014, was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.](http://www.sec.gov/Archives/edgar/data/79879/000007987914000032/ex102formofchangeincontrol.htm) | | |

| * | | | 10.14 | | | [Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex102-formofnonqualifiedst.htm) | | |

| * | | | 10.15 | | | [Form of TSR Share Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex106-formoftsrshareawarda.htm) | | |

| * | | | 10.16 | | | [Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex104-formofperformancexba.htm) | | |

| * | | | 10.17 | | | [Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex103-formofperformancexba.htm) | | |

| * | | | 10.18 | | | [Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm) | | |

| * | | | 10.19 | | | [Form of Time-Vested Restricted Stock Unit Award Agreement for Directors](https://www.sec.gov/Archives/edgar/data/79879/000007987922000049/ppgq2202210qex101.htm), [was filed as Exhibit 10.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm)[1](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm) [to the Registrant’s Quarterly Report on Form 10-Q for the period ended](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm) [June](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm) [3](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm)[0](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm)[, 20](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm)[22](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm)[.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000033/ex105-formoftimexvestedrsu.htm) | | |

| * | | | 10.22 | | | [Letter Agreement with Amy R. Ericson was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2018.](http://www.sec.gov/Archives/edgar/data/79879/000007987918000058/ppgq3201810qex102.htm) | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 75][added: 77]

Pursuant to the requirements of Section 13 or 15(d) 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 on February [removed: 16, 2023.][added: 15, 2024.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 16, 2023.][added: 15, 2024.]

| /s/ Timothy M. Knavish | | | | | | [removed: Director, President] [added: Chairman] and Chief Executive Officer | | | | | | | | | | | | | | |

[removed: 2022] [added: 2023] PPG ANNUAL REPORT AND FORM 10-K [removed: 76][added: 78]

| C. N. Roberts III | | | | | | Director | | | | | | | | | | | | | | |

| H. Grant | | | | | | Director | | | | | | | | | | | | | | |

| M.H. McGarry | | | | | | Executive Chairman and Director | | | | | | | | | | | | | | |