PPG Industries (PPG) 10-K risk factor changes: FY2024 vs FY2023

As a global manufacturer of paints, coatings and specialty [removed: materials,] [added: products,] we operate in a business environment that includes risks.

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 9][added: 10]

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

Public health crises, including pandemics and the measures taken by public health and government authorities to address them, have adversely impacted [removed: and could continue to adversely impact] our financial condition and results of [removed: operations.][added: operations in the past, and could adversely impact us in the future.]

Our financial condition, liquidity and results of operations were adversely [removed: affected] [added: impacted] by [added: public health crises in] the [removed: COVID-19 pandemic,] [added: past,] including impacts from efforts by public health officials to [removed: mitigate] [added: contain] the [removed: spread of COVID-19.][added: public health crises.]

The effects of [removed: this] public health [removed: crisis interfered] [added: crises could interfere] with the ability of PPG, our suppliers, our customers, and others to conduct business and negatively [removed: affected] [added: affect] consumer confidence and the global economy.

Preventative and protective actions taken by public health officials, governments and PPG [removed: with respect] [added: in response] to [removed: the] public health crises [removed: have and may continue to] [added: could] adversely impact our business, suppliers, distribution channels, and customers, [removed: including] [added: due to] business shutdowns, reduced workforce availability, reduced ability to supply products, or reduced demand for our products.

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 10][added: 11]

[removed: Nonetheless, the results of any future litigation or claims are] inherently unpredictable, and such outcomes could have a material adverse effect on our results of operations, Cash from operating activities or financial condition.

Any [removed: non-compliance or such] [added: non-compliance,] improper actions or allegations [added: of such] could damage our reputation and subject us to civil or criminal investigations and shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory costs.

For example, the Organisation for Economic Co-operation and Development has proposed modernizing international tax rules, including global minimum tax [removed: standards,] [added: standards (referred to as Pillar 2),] which [removed: could cause] [added: has caused] an increase to our effective tax [removed: rate or result in higher cash tax liabilities.][added: rate.]

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 [added: earnings, and weak intellectual property protection.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 11][added: 12]

[added: In 2024, PPG completed the divestiture of its U.S. and Canada Architectural Coatings business, which further increases the percentage of sales recognized outside the U.S.] During [removed: 2023,] [added: 2024,] approximately [removed: 63%] [added: 68%] of the Company’s total net sales were recognized outside of the United States.

Unexpected events, including supply disruptions, temporary plant and/or power outages, work stoppages, natural disasters and severe weather events, [removed: including those potentially due to climate change,] significant public health issues, computer system disruptions, 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: However, such events could reduce our] ability to supply products, reduce demand for our products or make it difficult or impossible for us to receive raw materials from suppliers or to deliver products to customers.

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

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 12][added: 13]

[removed: In addition, through the introduction of new technologies, new] business models or new methods of travel, such as ridesharing, the number of automotive OEM new-builds may decline, potentially reducing demand for our automotive OEM coatings and related automotive parts.

Additionally, the cost of raw materials fluctuates due to a number of factors, including changes in supplier feedstock costs and inventories, global industry activity levels, foreign currency exchange rates, government regulation, tariffs, and global supply and demand factors, any of which could drive an increase in raw material costs.

and labor shortages in certain regions of the world.

Nonetheless, the results of any future litigation or claims are

However, such events could reduce our

The techniques, tools and tactics used in cyber-attacks evolve rapidly, including from emerging technologies such as advanced automation or artificial intelligence and may be difficult to detect for periods of time.

In addition, through the introduction of new technologies, new

PPG is committed to developing and selling sustainably-advantaged products, which are designed to help our customers achieve their sustainability goals, including by reducing the amount of materials used in their processes.

We expect that our focus on sustainably-advantaged products will drive future sales growth; however, as customers transition to sustainably-advantaged products, this could adversely impact our sales volumes as customers may require a lower quantity of our products due to reduced customer waste, extended durability and other similar impacts of using our sustainably-advantaged products.

PPG’s aerospace coatings business depends, in part, on our ability to successfully meet customer demand, production targets and commitments.

PPG is currently under contract to supply transparencies, coatings and sealants for use on existing and new commercial, general aviation and military aircraft manufactured by many of the largest global and regional aerospace manufacturers.

Our aerospace business is currently experiencing a backlog resulting in product shortages to certain of our customers.

In addition, many of our contracts contemplate production increases over the next several years.

If we fail to meet production targets and commitments, or encounter difficulty or unexpected costs in meeting such levels, it could have a material effect on our reputation, business, operating results, or financial condition.

Similarly, to the extent demand for our products increases rapidly and significantly in future periods, we may not be able to ramp up production quickly enough to meet the demand, which could result in production delays at our customers, lost opportunities for growth and adversely affect our business, financial condition, results of operations or competitive position.

Additionally, delivery delays by us due to production interruptions or delays may subject us to liability from customer claims that such delay resulted in losses to the customer.

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.

earnings, and weak intellectual property protection.

The following discussion includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [added: 2024,] 2023 and 2022.

Income before income taxes was [removed: $1,748] [added: $1,852] million in [removed: 2023,] [added: 2024,] an increase of [removed: $367] [added: $162] million compared to the prior year.

This increase was primarily due [removed: to higher selling prices and] lower raw material costs, [added: lower performance-based compensation costs and restructuring savings,] partially offset by [removed: higher selling, general and administrative expense] [added: overhead inflation] and [added: the impact of] lower sales volumes.

| | | | | | | | | | [added: | | |] % Change | | | [added: | | |]

| *($ in millions, except percentages)* | | | [added: 2024 | | |] 2023 | | | 2022 | | | [added: 2024 vs. 2023 | | |] 2023 vs. 2022 | | |

| Europe, Middle East and Africa (EMEA) | | | [removed: 5,616] [added: 5,386] | | | [added: 5,617 | | |] 5,458 | | | [added: (4.1)% | | |] 2.9% | | |

Net sales increased [removed: $594] [added: $628] million due to the following:

*● Higher selling prices [removed: (+5%)*][added: (+1%)*]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 17][added: 19]

Cost of sales, exclusive of depreciation and amortization, decreased [removed: $351] [added: $426] million due to the following:

| Selling, general and administrative expenses as a % of net sales | | | [removed: 23.1] [added: 21.4] | | % | [removed: 21.8] [added: 20.9] | | % | [removed: 1.3%] [added: 19.5] | | [added: %] | [added: 0.5% | | | 1.4% | | |]

Selling, general and administrative expenses increased [removed: $380] [added: $364] million primarily due to:

| Interest expense | | | [added: $241 | | |] $247 | | | $167 | | | [added: (2.4)% | | |] 47.9% | | |

| Interest income | | | [added: ($177) | | |] ($140) | | | ($54) | | | [added: 26.4% | | |] 159.3% | | |

| Impairment and other related charges, [removed: net] [added: net(5)] | | | [removed: $160] [added: 160] | | | [removed: $245] | | | [removed: (34.7)%] [added: —] | | | [added: | | | — | | % | | | | 160 | | | | | | 0.67 | | |]

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

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

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

Interest income increased $86 million [added: in 2023 versus 2022] 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 2022, the Company recorded Impairment and other related charges, net of [removed: $227] [added: $231] million [removed: associated with] [added: primarily related to] the wind down of the Company’s operations in Russia.

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 18][added: 20]

Refer to Note 6, “Goodwill and Other Identifiable Intangible [removed: Assets] [added: Assets”] and Note 7 ”Impairment and Other Related Charges, Net” in Item 8 of this Form 10-K for additional information.

[removed: *Other] [added: | Other] charges/(income), [removed: net*][added: net | | | ($8) | | | $80 | | | ($66) | | | N/A | | | N/A | | |]

Other [removed: charges/(income),] [added: (income)/charges,] net was [removed: higher] [added: lower] in 2023 compared to [removed: the prior year primarily] [added: 2022] 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 [removed: rates, partially offset by a decrease in net business restructuring expense.][added: rates.]

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

| Adjusted effective tax rate, continuing operations* | | | [removed: 22.0] [added: 22.9] | | % | [removed: 22.0] [added: 22.2] | | % | [removed: —%] [added: 22.1] | | [added: %] | [added: 0.7% | | | 0.1% | | |]

| Earnings per diluted share, continuing operations | | | [removed: $5.35] [added: $5.72] | | | [removed: $4.33] [added: $5.16] | | | [removed: 23.6%] [added: $4.24] | | | [added: 10.9% | | | 21.7% | | |]

| Adjusted earnings per diluted share, continuing operations* | | | [removed: $7.67] [added: $7.87] | | | [removed: $6.05] [added: $7.42] | | | [removed: 26.8%] [added: $5.84] | | | [added: 6.1% | | | 27.1% | | |]

| *See the Regulation G reconciliations - results of operations | | | | | | | | | | | | [added: | | | | | |]

The effective tax rate [added: on continuing operations] for the [removed: year-ended] [added: year ended] December 31, 2023 was [removed: 25.1%,] [added: 25.3%,] an increase of [removed: 1.6% from] [added: 1.7% compared to] the prior year due in part to the goodwill impairment charge, for which there was no tax benefit.

The adjusted effective tax rate [removed: was 22.0%] for the [removed: years] [added: year] ended December 31, 2023 [removed: and 2022.][added: was 22.2%, an increase of 0.1% compared to the prior year.]

Net sales were [removed: $18.2] [added: $15.8] billion, [removed: an increase] [added: a decrease] of [removed: 3%] [added: 2%] over the prior year.

Results were supported by the breadth and diversity of the business portfolio, as the [removed: company] [added: Company] benefited from higher prices in [removed: all] [added: several] businesses [removed: and favorable] [added: which was more than offset by unfavorable] foreign currency translation, [removed: which offset] [added: divestitures and] lower sales volumes.

Net sales, excluding the impact of currency, [removed: acquisitions, divestitures] [added: acquisitions] and [removed: the wind down of Russia operations] [added: divestitures] ("organic sales") [removed: increased 3%] [added: decreased 1%] during the year [removed: driven by] [added: with] continued strong growth in our aerospace coatings [added: business, which was more than offset by declines in the industrial coatings] and automotive OEM coatings businesses.

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

Earnings per diluted share from continuing operations was [removed: $5.35,] [added: $5.72,] compared to [removed: $4.33] [added: $5.16] in the prior year.

Adjusted earnings per diluted share was [removed: $7.67,] [added: $7.87,] up [removed: 27%] [added: 6%] compared to [removed: $6.05] [added: $7.42] in [removed: 2022.][added: 2023.]

Combined, segment income increased by [removed: more than 30%.][added: 2%.]

Aggregate segment margins were [removed: 310] [added: 70] basis points higher than the prior year, driven by [removed: strong selling price realization and moderating raw material costs, partially offset by higher selling, general and administrative costs and lower] sales [removed: volumes.][added: of our technology-advantaged products and strong brands.]

Demand for PPG products was mixed by end-use market and geographic [removed: region.][added: region during 2024.]

The Company’s financial results have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations for all periods presented.

Net sales were approximately $15.8 billion in 2024, a decrease of 2% compared to the prior year, due to sales volumes declining and the combination of unfavorable foreign currency translation and divestitures reducing net sales.

Despite decreased sales due to lower industry demand in automotive OEM coatings, industrial coatings and architectural coatings in Europe, results were supported by record sales in aerospace coatings and growth in several other key technology-driven businesses.

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

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

| United States and Canada | | | $5,352 | | | $5,485 | | | $5,346 | | | (2.4)% | | | 2.6% | | |

| Asia Pacific | | | 2,912 | | | 2,873 | | | 2,824 | | | 1.4% | | | 1.7% | | |

| Latin America | | | 2,195 | | | 2,267 | | | 1,986 | | | (3.2)% | | | 14.1% | | |

| Total | | | $15,845 | | | $16,242 | | | $15,614 | | | (2.4)% | | | 4.0% | | |

| | | |

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

| 2024 vs. 2023 | | |

Net sales decreased $397 million due to the following:

*● Lower sales volumes (-1%)*

*● Unfavorable foreign currency translation and divestitures (-1%)*

| | | |

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

*● Favorable foreign currency translation (+1%)*

For specific business results, see the Performance of Reportable Business Segments section within Item 7 of this Form 10-K.

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

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

| Cost of sales, exclusive of depreciation and amortization | | | $9,252 | | | $9,678 | | | $9,975 | | | (4.4)% | | | (3.0)% | | |

| Cost of sales as a % of net sales | | | 58.4 | | % | 59.6 | | % | 63.9 | | % | (1.2)% | | | (4.3)% | | |

| | | |

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

| 2024 vs. 2023 | | |

| | | |

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

| 2023 vs. 2022 | | |

Cost of sales, exclusive of depreciation and amortization, decreased $297 million due to the following:

*● Moderating raw material costs*

*● Lower sales volume*

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

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

| | | | | | | | | | | | | % Change | | | | | |

| Selling, general and administrative expenses | | | $3,391 | | | $3,401 | | | $3,037 | | | (0.3)% | | | 12.0% | | |

| | | |

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

| 2024 vs. 2023 | | |

Selling, general and administrative expenses decreased $10 million primarily due to:

A discussion of changes in our results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 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 2022 Form 10-K, filed with the Securities and Exchange Commission on February 16, 2023.

Net sales were approximately $18.2 billion in 2023, an increase of 3% compared to the prior year, driven by higher selling prices resulting from continued selling price initiatives.

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.

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

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

| United States and Canada | | | $7,488 | | | $7,383 | | | 1.4% | | |

| Asia Pacific | | | 2,874 | | | 2,824 | | | 1.8% | | |

| Latin America | | | 2,268 | | | 1,987 | | | 14.1% | | |

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

| Cost of sales, exclusive of depreciation and amortization | | | $10,745 | | | $11,096 | | | (3.2)% | | |

| Cost of sales as a % of net sales | | | 58.9 | | % | 62.9 | | % | (4.0)% | | |

| Selling, general and administrative expenses | | | $4,222 | | | $3,842 | | | 9.9% | | |

The Company also recorded impairment charges of $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.

| Income tax expense | | | $439 | | | $325 | | | 35.1% | | |

| Effective tax rate | | | 25.1 | | % | 23.5 | | % | 1.6% | | |

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

During 2023, there was continued recovery in the end-use markets that were impacted by mobility restrictions in 2020 and 2021, such as automotive OEM and aerospace coatings; however, demand in these markets remains below 2019 levels.

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

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

In Asia, demand was mixed, as activity in China was impacted by pandemic-related restrictions and associated disruptions in the first quarter of 2023,

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

Raw material costs declined for most of the year, but still finished the fourth quarter above fourth quarter 2019 levels.

Raw material costs continue to moderate and are anticipated to ease further in the beginning of 2024.

Some other key costs are expected to increase in 2024, including logistics, employee wage and benefit costs and energy costs.

We expect softening global economic activity in 2024 that will likely be uneven by region and end use.

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.

Demand for protective coatings is expected to be strong and growth in the traffic solutions business should be aided in 2024 as infrastructure spending gains momentum.

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.

Total restructuring savings, including the impact of acquisition synergies, was approximately $60 million in 2023.

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

In 2023, supply chain and pandemic-related disruptions experienced from 2020 through 2022 have eased, resulting in ample supply of commodity-related raw materials in all regions.

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

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

We achieved selling price improvement across all businesses in 2023, reflecting the Company’s efforts to offset various inflationary pressures.

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.

We expect that foreign currency rates will continue to be volatile.

| As reported, continuing operations | | | $1,748 | | | | | | $439 | | | | | | 25.1 | | % | | | | $1,270 | | | | | | $5.35 | | |

| Acquisition-related amortization expense | | | 161 | | | | | | 40 | | | | | | 24.8 | | % | | | | 121 | | | | | | 0.51 | | |

Certain foreign currency forward contracts outstanding during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] served as a hedge of a portion of PPG’s exposure to foreign currency transaction risk.

The fair value of these contracts were net [removed: assets] [added: liabilities] of [removed: $23] [added: $53] million and [removed: $24] [added: net assets of $23] million as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

The potential reduction in PPG’s Income before income taxes resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European and Canadian currencies and 20% for Asian and Latin American currencies for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] would have been [removed: $402] [added: $429] million and [removed: $304] [added: $402] million, respectively.

PPG had U.S. dollar to euro cross currency swap contracts with a total notional amount of [removed: $475] [added: $375] million and [removed: $775] [added: $475] million as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

The fair value of these contracts were net assets of [removed: $33] [added: $50] million and [removed: $88] [added: $33] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

A 10% increase in the value of the euro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts by reducing the value of these instruments by [removed: $46] [added: $31] million and [removed: $73] [added: $46] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of [added: both] December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] PPG had non-U.S. dollar denominated debt outstanding of $3.3 [removed: billion and $2.6 billion, respectively.][added: billion.]

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: $363] [added: $369] million and [removed: $293] [added: $363] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

PPG has interest rate swaps which converted $375 million [removed: and $525 million] of fixed rate debt to variable rate debt as of [added: both] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

The fair values of these contracts were liabilities of [removed: $14] [added: $16] million and [removed: $20] [added: $14] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

An increase in variable interest rates of 10% would have lowered the fair values of these swaps and increased interest expense by $5 million [removed: and $7 million] for [added: both] the periods ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Considering the debt balance outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] a 10% increase in interest rates in the U.S., Canada, Mexico and Europe and a 20% increase in interest rates in Asia and South America would have increased annual interest expense associated with PPG's variable rate debt obligations by [removed: $2] [added: $3] million and by [removed: $4] [added: $2] million, respectively.

Further, a 10% reduction in interest rates would have increased the fair value of the Company’s fixed rate debt by approximately [removed: $96] [added: $77] million and [removed: $116] [added: $96] million as of [added: December 31, 2024 and 2023, respectively; however, such changes would not have had an effect on PPG’s annual Income before income taxes or cash flows.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 29][added: 35]

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 Industries, Inc. manufactures and distributes a broad range of paints, coatings and specialty [removed: materials.][added: products.]

PPG has a proud heritage with a demonstrated commitment to innovation, sustainability, community engagement and development of leading-edge paint, coatings and specialty [removed: materials technologies.][added: products.]

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

PPG’s business is comprised of [removed: two] [added: three] reportable business segments: [added: Global Architectural Coatings,] Performance Coatings and Industrial Coatings as described below:

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 3

| Aerospace Coatings | | | Coatings, sealants, transparencies, [removed: transparent armor,] adhesives, engineered materials, packaging and chemical management services for the aerospace industry | | | Commercial, military, regional jet and general aviation aircraft | | | Direct to customers and company-owned distribution network | | | PPG® | | |

| Architectural Coatings [removed: Americas] [added: Latin America] and Asia Pacific | | | Paints, wood stains, 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 | | | [added: COMEX®,] PPG®, GLIDDEN®, [removed: COMEX®, OLYMPIC®, DULUX® (in Canada), PPG PITTSBURGH PAINTS®, MULCO®, FLOOD®, LIQUID NAILS®, SICO®,] [added: MERIDIAN®, POLYFORM®,] RENNER®, [removed: TAUBMANS®, WHITE KNIGHT®, BRISTOL®] [added: TAUBMANS®] and [removed: HOMAX®] [added: WHITE KNIGHT®] | | |

| Architectural Coatings Europe, Middle East and Africa (EMEA) | | | SIGMA®, HISTOR®, SEIGNEURIE®, GUITTET®, PEINTURES GAUTHIER®, RIPOLIN®, JOHNSTONE’S®, LEYLAND®, PRIMALEX®, DEKORAL®, TRILAK®, [removed: PROMINENT PAINTS®,] GORI®, BONDEX®, DANKE!® and TIKKURILA® | | | | | | | | | | | |

| Automotive Refinish Coatings | | | Coatings, solvents, adhesives, sealants, purchased sundries, [removed: software] [added: digital solutions] and 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® | | |

| Protective and Marine Coatings | | | Coatings and finishes for the protection of metals and structures | | | Metal fabricators, heavy duty maintenance contractors and manufacturers of ships, bridges and rail cars | | | Direct to customers, company-owned architectural coatings stores, independent distributors and concessionaires | | | [removed: PPG®] [added: PPG®, SIGMA®] | | |

| Traffic Solutions | | | Paints, thermoplastics, [added: raised] pavement [removed: marking products] [added: markers] and other advanced technologies for pavement marking | | | Government, commercial infrastructure, painting and maintenance contractors | | | Direct to customers, government agencies and independent distributors | | | Ennis-Flint® | | |

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

| Global Competitors | | | Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF Corporation, [removed: Benjamin Moore,] Hempel A/S, Kansai Paints, the Jotun Group, [removed: Masco Corporation,] Nippon Paint, RPM International Inc., The Sherwin-Williams Company and 3M Company | | |

| Principal Manufacturing and Distribution Facilities | | | Amsterdam, Netherlands; Birstall, United Kingdom; Busan, South Korea; [removed: Carrollton, Texas;] Clayton, Australia; Delaware, Ohio; Deurne, Belgium; Ennis, Texas; Gonfreville, France; Greensboro, North Carolina; Huntsville, Alabama; [removed: Huron, Ohio;] Kunshan, China; Little Rock, Arkansas; Milan, Italy; Mojave, California; Nykvarn, Sweden; [removed: 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: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 4

| Automotive OEM(a) Coatings | | | Specifically formulated coatings, adhesives and sealants, metal pretreatments and paint [removed: films] [added: films; technical services and coatings applications] | | | Automotive original [removed: equipment,] [added: equipment manufacturers and tier supplier network,] including combustion engine, commercial, and electric vehicles, and automotive parts and accessories, including battery-related [removed: components] [added: components; On-site coatings services within several customer manufacturing locations as well as at regional service centers.] | | | Direct to manufacturing companies and various coatings applicators | | | PPG® | | |

| Industrial Coatings | | | Specifically formulated coatings, adhesives and sealants and metal [removed: pretreatments; services and coatings application] [added: pretreatments] | | | Appliances, agricultural and construction equipment, consumer electronics, building products (including residential and commercial construction), kitchenware, transportation vehicles and numerous other finished [removed: products; On-site coatings services within several customer manufacturing locations as well as at regional service centers.] [added: products.] | | | [removed: PPG®] | | | | | |

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

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

| Segment Overview | | | This reportable business segment primarily supplies a variety of protective and decorative coatings and finishes along with adhesives, sealants, metal pretreatment products, optical monomers and coatings, low-friction [removed: coatings, precipitated silicas] [added: coatings] and other specialty [removed: materials.] [added: products.] | | |

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

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 5

| *($ in millions, except percentages)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Research and development costs, including depreciation of research facilities | | | [removed: $456] [added: $447] | | | | | | [removed: $470] [added: $446] | | | | | | [removed: $463] [added: $457] | | |

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

The Company’s most significant raw materials include resins, [removed: reactants,] solvents, [added: reactants,] titanium dioxide, [removed: epoxy] [added: additives] and [removed: emulsions.][added: epoxy.]

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

While PPG faced certain raw material shortages and logistical challenges during [added: 2021 and] 2022, raw material and logistics availability [removed: continued to improve throughout] [added: improved in] 2023 and [added: 2024 and] is now comparable to pre-pandemic conditions.

We typically experience fluctuating prices for energy and raw materials driven by various factors, including changes in supplier feedstock costs and inventories, global industry activity levels, foreign currency exchange rates, government regulation, [added: tariffs,] and global supply and demand factors.

In [removed: 2023] [added: 2024,] raw material costs remained high compared to historic levels, but moderated compared to 2022 levels, resulting in a [added: low single-digit percentage] decrease to [removed: our operating costs] [added: cost] of [removed: more than $500 million.][added: goods sold compared to 2023.]

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

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 6

[removed: This policy reinforces] our expectations that our suppliers, as well as their subcontractors, will comply fully with applicable laws and adhere to internationally recognized environmental, social and corporate-governance standards.

During [removed: 2023, favorable] [added: 2024, unfavorable] foreign currency translation [removed: increased] [added: decreased] Net sales by approximately [removed: $102] [added: $70] million and Income before income taxes by approximately [removed: $25] [added: $20] million.

Demand for our architectural coatings [added: in Europe] and traffic solutions products [added: in the U.S and Canada] is typically the strongest in the second and third quarters due to higher home improvement, maintenance and construction activity during the spring and summer [removed: months in the U.S., Canada and Europe.][added: months.]

[removed: The average number] [added: As] of [removed: people employed by] [added: December 31, 2024,] PPG [removed: during 2023 was] [added: employed] approximately [removed: 53,000,] [added: 46,000 people,] of which approximately [removed: 16,300] [added: 11,700] were in the United States and approximately [removed: 36,700] [added: 34,300] were elsewhere in the world.

There were no significant work stoppages in [removed: 2023.][added: 2024.]

We are committed to ensuring our employees are safe, healthy, enabled, engaged and valued for the [removed: diverse] [added: unique] talents they bring to PPG.

For [removed: 2023,] [added: 2024,] our injury and illness rate was [removed: 0.32.][added: 0.31.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 7

In December 2024, PPG completed the sale of 100% of its architectural coatings business in the U.S. and Canada.

Accordingly, the Company’s consolidated results of operations and cash flows have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations for all periods presented, and the Company’s December 31, 2023 balance sheet has been recast to present the assets and liabilities of the U.S. and Canada architectural coatings business as held for sale.

Refer to Note 2, “Divestitures” under Item 8 of this Form 10-K for further information relating to this transaction.

GLOBAL ARCHITECTURAL COATINGS

| Segment Overview | | | This reportable business segment primarily supplies a variety of decorative coatings, adhesives, sealants and finishes along with paint strippers, stains and related chemicals. | | |

| Global Competitors | | | Akzo Nobel N.V., BASF Corporation, Hempel A/S, Nippon Paint, the Jotun Group, The Sherwin-Williams Company | | |

| Principal Manufacturing and Distribution Facilities | | | Amsterdam, Netherlands; Birstall, United Kingdom; Debica, Poland; Mexico City, Mexico; Moreuil, France; Nykvarn, Sweden; Ruitz, France; San Juan del Rio, Mexico; Tepexpan, Mexico; Vantaa, Finland; and Wroclaw, Poland. | | |

| Major Competitive Factors | | | Product performance, technology, quality, technical and customer service, price, customer productivity, distribution and brand recognition | | |

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

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

| Strategic Business Unit | | | Products | | | Primary Customers / End-uses | | | Main Distribution Methods | | | Primary Brands | | |

| | | | | | |

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

The Company expects raw material costs to increase by a low single-digit percentage during 2025, primarily due to already enacted tariffs.

These policies reinforce

One of PPG’s greatest strengths is our people.

In 2024, PPG continued to innovate and deliver sustainably-advantaged solutions based on our customers’ desire to improve their productivity and to reduce overall value chain environmental impacts.

2024 PPG ANNUAL REPORT AND FORM 10-K 9

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

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.

One of PPG’s greatest strengths is the diversity of our people, who represent wide-ranging nationalities, cultures, languages, religions, ethnicities, and professional and educational backgrounds.

In connection with our focus on diversity, equity and inclusion, PPG operates eight Employee Resource Networks (“ERNs”).

These ERNs are open to all employees and are intended to provide an opportunity for in-depth discussion, focus and recommendations on how PPG can deliver higher growth and performance by creating a more diverse, equitable and inclusive organization.

We are marketing an ever-growing variety of products and services that protect the environment and provide safety and other benefits to our customers.

More information about PPG’s sustainability values, efforts, goals and data and our community and employee engagement programs can be found in our ESG Report located at http://sustainability.ppg.com.

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 14][added: 16]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 15][added: 17]

Set forth below is information related to the Company’s executive officers as of February [removed: 15, 2024.][added: 20, 2025.]

| Timothy M. Knavish (a) | | | [removed: 58] [added: 59] | | | Chairman and Chief Executive Officer since October 2023 | | |

| Anne M. Foulkes (b) | | | [removed: 61] [added: 62] | | | Senior Vice President and General Counsel since September 2018 | | |

| Vincent J. Morales (c) | | | [removed: 58] [added: 59] | | | Senior Vice President and Chief Financial Officer since March 2017 | | |

| K. Henrik Bergström (d) | | | [removed: 51] [added: 52] | | | Senior Vice President, Architectural Coatings, Latin America, EMEA and Asia Pacific since May 2023 | | |

| [removed: Kevin D. Braun (e)] [added: Chancey E. Hagerty (g)] | | | [removed: 55] [added: 51] | | | Senior Vice President, [removed: Industrial] [added: Automotive Refinish] Coatings [removed: Segment] since May 2023 | | |

| Amy R. Ericson (f) | | | [removed: 58] [added: 59] | | | Senior Vice President, Protective and Marine Coatings since January 2023 | | |

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

[removed: He previously] [added: Mr. Knavish] served as [added: Chief Operating Officer from March 2022 through December 2022,] Executive Vice President from October 2019 through February 2022, Senior Vice President, Architectural Coatings and President, PPG EMEA from January 2019 through September 2019, Senior Vice President, Industrial Coatings from October 2017 through December 2018, Senior Vice President, Automotive Coatings from March 2016 through September 2017, Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012.

[removed: (d)Effective May 1, 2023, Mr.] [added: (d)Mr.] Bergström [removed: was named Senior] [added: served as] Vice President, Architectural Coatings, Latin America, EMEA and Asia [removed: Pacific.][added: Pacific from February 2022 through April 2023 and as Vice President Architectural Coatings, Latin America from April 2017 through January 2022.]

(e)Effective [removed: May] [added: October] 1, [removed: 2023,] [added: 2024,] Mr. Braun was named Senior Vice President, [removed: Industrial Coatings Segment.][added: Operations.]

Mr. Braun served as [added: Senior] Vice President, [added: Industrial Coatings Segment from May 2023 through September 2024, Vice President,] Global Industrial Coatings from January 2020 through April 2023 and as Vice President, Industrial Coatings, Americas from September 2013 through December 2019.

[removed: Mr.] [added: (g)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.

A trial on the issue of a civil penalty under the Clean Water Act was held in June 2024.

Following the trial, the parties filed Proposed Findings of Fact and Conclusions of Law and the matter is now ready for a decision by the Court.

With regard to plaintiffs’ motion for attorneys’ fees, the Court appointed a Special Master to review the parties' positions regarding the amount of fees that should be awarded.

In 2006, a lawsuit was filed in Manaus, Brazil, captioned Di Gregório Navegação LTDA v.

PPG Industries, Inc. (the “Di Gregório litigation”).

The lawsuit asserted claims arising from a November 1998 fire on a cargo ship off the coast of Brazil; the lawsuit alleges the fire was caused by PPG chemical products that were part of the ship’s cargo.

The plaintiff, a charterer of the ship, brought claims for various alleged damages.

This litigation was pending as of July 18, 2012 when PPG and Eagle Spinco Inc. (“Eagle Spinco”) signed a Separation Agreement setting forth the separation of the assets and liabilities of PPG’s commodity chemicals business to an entity to be later identified by Eagle Spinco.

The assets and liabilities identified in the Separation Agreement specifically included all liabilities relating to the Di Gregório litigation.

On January 22, 2013, PPG and Eagle US 2, LLC (“Eagle US 2”) signed a Contribution Agreement, by which PPG transferred to Eagle US 2 the assets and liabilities as set forth in the Separation Agreement.

Georgia Gulf Corporation then acquired Eagle Spinco and Eagle US 2 in a merger transaction after which Georgia Gulf was renamed Axiall Corporation (“Axiall”).

Thereafter, Axiall owned Eagle Spinco and Eagle US 2.

Under the terms of the Contribution Agreement, Eagle US 2 acquired the assets and liabilities as defined in the Separation Agreement, including the Di Gregório litigation.

In 2016, Westlake Corporation acquired Axiall and its subsidiaries, including Eagle Spinco and Eagle US 2.

For convenience, Westlake Corporation, Axiall, Eagle Spinco, and Eagle US 2 collectively are referred to as “Westlake.”

Under the Separation Agreement and Contribution Agreement, Eagle US 2 assumed the Di Gregório litigation liability, and Eagle Spinco and Eagle US 2 were required to remove PPG as an obligor for this liability.

To the extent PPG was not removed as an obligor, the Separation Agreement provides that Eagle Spinco and Axiall must act as agents or subcontractors of PPG and pay any liability in the matter on PPG’s behalf.

The Separation Agreement also provides PPG an uncapped right of indemnification for all damages PPG incurs arising from the Di Gregório litigation and for any breach of the Separation Agreement or Contribution Agreement.

Since 2013, Westlake exclusively has controlled the defense of the Di Gregório litigation.

In 2024, PPG learned that Westlake never substituted itself into the case in place of PPG or otherwise informed the Brazilian court that Westlake is the real party in interest and assumed all liability for the matter.

On May 30, 2024, Westlake informed PPG that the Brazilian court entered an award against PPG (which remains the nominal defendant) that with prejudgment interest, fees, and costs would total over $700 million.

More recently, Westlake informed PPG that it believes simple prejudgment interest applies to the judgment which would result in the final award being approximately $350 million.

Westlake informed PPG that although it will continue to defend the case and pursue an appeal of the award, it will not post any bond, pay any judgment, or take any steps to prevent the plaintiff from attempting to execute on the judgment against PPG.

On May 17, 2024, Eagle Spinco filed a lawsuit against PPG in Delaware Superior Court alleging breach of the Separation Agreement and requesting declaratory relief (the “Eagle Spinco Lawsuit”).

In its lawsuit, Eagle Spinco sought to have the Di Gregório liability determined to be one in which its obligation is only to indemnify PPG for any damages PPG incurs net of any insurance coverage available from PPG’s insurers.

On June 13, 2024, PPG filed a lawsuit against Westlake in the Court of Chancery in Delaware (the “PPG Lawsuit”), asserting claims for specific performance, declaratory relief, breach of contract, and equitable estoppel.

The PPG Lawsuit asserts: (a) Westlake assumed all liability for the Di Gregório litigation, (b) Westlake is obligated to remove PPG as an obligor in the litigation and has a continuing duty to act as PPG’s agent to satisfy any award if PPG is not removed as an obligor in the case, (c) Westlake has the duty to pay any award, bond, court fees and other costs awarded in the Di Gregório litigation, (d) Westlake’s obligations are unconditional and not contingent upon the recovery of any insurance proceeds and Westlake did not acquire any right to PPG’s insurance assets, and (e) PPG has an uncapped right of indemnification if Westlake fails to satisfy its obligations under the Separation Agreement and Contribution Agreement.

Eagle Spinco filed counterclaims in the PPG Lawsuit restating the claims originally asserted in the Eagle Spinco Lawsuit, and dismissed the Eagle Spinco Lawsuit.

PPG intends to vigorously enforce its rights under the Separation Agreement and Contribution Agreement and to hold Westlake accountable for any damages PPG suffers as a result of Westlake’s breach of contract.

The Delaware Court of Chancery has set a trial date of May 6, 2025 for the PPG Lawsuit.

PPG believes the risk of loss associated with this matter is remote.

| Kevin D. Braun (e) | | | 56 | | | Senior Vice President, Operations since October 2024 | | |

PPG believes that the remaining claims are without merit and intends to defend itself against these claims vigorously.

In the past, the Company and others have been named as defendants in several cases in various jurisdictions claiming damages related to exposure to lead and remediation of lead-based coatings applications.

PPG has been dismissed as a defendant from most of these lawsuits and has never been found liable in any of these cases.

After having not been named in a new lead-related lawsuit for 15 years, PPG was named as a defendant in two Pennsylvania state court lawsuits filed by Montgomery County and Lehigh County in the respective counties on October 4, 2018 and October 12, 2018.

Both suits 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.

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.

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

| Ramaprasad Vadlamannati (h) | | | 61 | | | Senior Vice President, Operations since January 2023 | | |

Mr. Knavish served as President and Chief Executive Officer from January 1, 2023 until September 30, 2023.

Mr. Knavish served as Chief Operating Officer from March 2022 through December 2022.

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.

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

(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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates as of June 30, [removed: 2023,] [added: 2024,] was [removed: $34,856] [added: $29,338] million.

As of January 31, [removed: 2024, 235,254,665] [added: 2025, 226,953,559] 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: $33,112] [added: $26,163] million.

Portions of PPG Industries, Inc. Proxy Statement for its [removed: 2024] [added: 2025] 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: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 1

| Item 1. | | | [removed: [Business](#i8fa96ac504e24da0b6317d04147c5b2c_13)] [added: [Business](#i88eae83685ba436084566ad51aff0a4e_13)] | | | [removed: [3](#i8fa96ac504e24da0b6317d04147c5b2c_13)] [added: [3](#i88eae83685ba436084566ad51aff0a4e_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8fa96ac504e24da0b6317d04147c5b2c_37)] [added: Factors](#i88eae83685ba436084566ad51aff0a4e_37)] | | | [removed: [9](#i8fa96ac504e24da0b6317d04147c5b2c_37)] [added: [10](#i88eae83685ba436084566ad51aff0a4e_37)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8fa96ac504e24da0b6317d04147c5b2c_40)] [added: Comments](#i88eae83685ba436084566ad51aff0a4e_40)] | | | [removed: [13](#i8fa96ac504e24da0b6317d04147c5b2c_40)] [added: [14](#i88eae83685ba436084566ad51aff0a4e_40)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i8fa96ac504e24da0b6317d04147c5b2c_2486)] [added: [Cybersecurity](#i88eae83685ba436084566ad51aff0a4e_43)] | | | [removed: [13](#i8fa96ac504e24da0b6317d04147c5b2c_2486)] [added: [14](#i88eae83685ba436084566ad51aff0a4e_43)] | | |

| Item 2. | | | [removed: [Properties](#i8fa96ac504e24da0b6317d04147c5b2c_43)] [added: [Properties](#i88eae83685ba436084566ad51aff0a4e_46)] | | | [removed: [14](#i8fa96ac504e24da0b6317d04147c5b2c_43)] [added: [15](#i88eae83685ba436084566ad51aff0a4e_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8fa96ac504e24da0b6317d04147c5b2c_46)] [added: Proceedings](#i88eae83685ba436084566ad51aff0a4e_49)] | | | [removed: [14](#i8fa96ac504e24da0b6317d04147c5b2c_46)] [added: [16](#i88eae83685ba436084566ad51aff0a4e_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8fa96ac504e24da0b6317d04147c5b2c_52)] [added: Disclosures](#i88eae83685ba436084566ad51aff0a4e_55)] | | | [removed: [16](#i8fa96ac504e24da0b6317d04147c5b2c_52)] [added: [18](#i88eae83685ba436084566ad51aff0a4e_55)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8fa96ac504e24da0b6317d04147c5b2c_58)] [added: Securities](#i88eae83685ba436084566ad51aff0a4e_61)] | | | [removed: [17](#i8fa96ac504e24da0b6317d04147c5b2c_58)] [added: [19](#i88eae83685ba436084566ad51aff0a4e_61)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i8fa96ac504e24da0b6317d04147c5b2c_61)] [added: [\[Reserved\]](#i88eae83685ba436084566ad51aff0a4e_64)] | | | [removed: [17](#i8fa96ac504e24da0b6317d04147c5b2c_61)] [added: [19](#i88eae83685ba436084566ad51aff0a4e_64)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8fa96ac504e24da0b6317d04147c5b2c_64)] [added: Operations](#i88eae83685ba436084566ad51aff0a4e_67)] | | | [removed: [17](#i8fa96ac504e24da0b6317d04147c5b2c_64)] [added: [19](#i88eae83685ba436084566ad51aff0a4e_67)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8fa96ac504e24da0b6317d04147c5b2c_115)] [added: Risk](#i88eae83685ba436084566ad51aff0a4e_118)] | | | [removed: [29](#i8fa96ac504e24da0b6317d04147c5b2c_115)] [added: [35](#i88eae83685ba436084566ad51aff0a4e_118)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8fa96ac504e24da0b6317d04147c5b2c_118)] [added: Data](#i88eae83685ba436084566ad51aff0a4e_121)] | | | [removed: [31](#i8fa96ac504e24da0b6317d04147c5b2c_118)] [added: [36](#i88eae83685ba436084566ad51aff0a4e_121)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8fa96ac504e24da0b6317d04147c5b2c_247)] [added: Disclosure](#i88eae83685ba436084566ad51aff0a4e_244)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_247)] [added: [78](#i88eae83685ba436084566ad51aff0a4e_244)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8fa96ac504e24da0b6317d04147c5b2c_250)] [added: Procedures](#i88eae83685ba436084566ad51aff0a4e_247)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_250)] [added: [78](#i88eae83685ba436084566ad51aff0a4e_247)] | | |

| Item 9B. | | | [Other [removed: Information](#i8fa96ac504e24da0b6317d04147c5b2c_253)] [added: Information](#i88eae83685ba436084566ad51aff0a4e_250)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_253)] [added: [78](#i88eae83685ba436084566ad51aff0a4e_250)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8fa96ac504e24da0b6317d04147c5b2c_256)] [added: Inspections](#i88eae83685ba436084566ad51aff0a4e_253)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_256)] [added: [78](#i88eae83685ba436084566ad51aff0a4e_253)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8fa96ac504e24da0b6317d04147c5b2c_262)] [added: Governance](#i88eae83685ba436084566ad51aff0a4e_259)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_262)] [added: [78](#i88eae83685ba436084566ad51aff0a4e_259)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8fa96ac504e24da0b6317d04147c5b2c_265)] [added: Compensation](#i88eae83685ba436084566ad51aff0a4e_262)] | | | [removed: [73](#i8fa96ac504e24da0b6317d04147c5b2c_265)] [added: [79](#i88eae83685ba436084566ad51aff0a4e_262)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8fa96ac504e24da0b6317d04147c5b2c_268)] [added: Matters](#i88eae83685ba436084566ad51aff0a4e_265)] | | | [removed: [74](#i8fa96ac504e24da0b6317d04147c5b2c_268)] [added: [79](#i88eae83685ba436084566ad51aff0a4e_265)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8fa96ac504e24da0b6317d04147c5b2c_271)] [added: Independence](#i88eae83685ba436084566ad51aff0a4e_268)] | | | [removed: [74](#i8fa96ac504e24da0b6317d04147c5b2c_271)] [added: [79](#i88eae83685ba436084566ad51aff0a4e_268)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i8fa96ac504e24da0b6317d04147c5b2c_274)] [added: Services](#i88eae83685ba436084566ad51aff0a4e_271)] | | | [removed: [74](#i8fa96ac504e24da0b6317d04147c5b2c_274)] [added: [79](#i88eae83685ba436084566ad51aff0a4e_271)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i8fa96ac504e24da0b6317d04147c5b2c_280)] [added: Schedules](#i88eae83685ba436084566ad51aff0a4e_277)] | | | [removed: [74](#i8fa96ac504e24da0b6317d04147c5b2c_280)] [added: [79](#i88eae83685ba436084566ad51aff0a4e_277)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8fa96ac504e24da0b6317d04147c5b2c_286)] [added: Summary](#i88eae83685ba436084566ad51aff0a4e_283)] | | | [removed: [77](#i8fa96ac504e24da0b6317d04147c5b2c_286)] [added: [83](#i88eae83685ba436084566ad51aff0a4e_283)] | | |

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K 2

| [Signatures](#i88eae83685ba436084566ad51aff0a4e_286) | | | | | | [84](#i88eae83685ba436084566ad51aff0a4e_286) | | |

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

- integrating cybersecurity requirements and other [removed: provision] [added: provisions] into various contracts.

We have significantly increased our cybersecurity investments over the last five years and have implemented cybersecurity safeguards designed to detect [added: and prevent cybersecurity events that may have a material adverse effect on the Company.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 13][added: 14]

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

The Company’s principal research and development centers are located in Allison Park, Pa.; Tianjin, China; Cleveland, Oh.; Springdale, Pa.; Milan, Italy; Monroeville, Pa.; [removed: Harmar, Pa.;] Ingersheim, Germany; Marly, France; Oak Creek, Wi.; Sumare, Brazil; Amsterdam, Netherlands; Vantaa, Finland; Tepexpan, Mexico; Burbank, Ca.; Zhangjiagang, China; Cheonan, Republic of Korea; Wroclaw, Poland; Bangplee, Thailand; and Sylmar, Ca.

2024 PPG ANNUAL REPORT AND FORM 10-K 15

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 16][added: 18]

| Issuer Purchases of Equity Securities - Fourth Quarter [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| Total quarter ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| October 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 24,177,629 | | |

| November 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 24,204,845 | | |

| December 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | 2,034,464 | | | $122.92 | | | 2,034,464 | | | 23,108,291 | | |

| Repurchase program | | | 2,034,464 | | | — | | | 2,034,464 | | | 23,108,291 | | |

In April 2024, PPG’s Board of Directors authorized the repurchase of an additional $2.5 billion of outstanding common stock.

The repurchase programs do not have an expiration date.

| 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 | | |

This repurchase program has no expiration date.

We have audited the accompanying consolidated balance sheet of PPG Industries, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders'] [added: shareholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management] [added: Management’s Annual] Report on [removed: Establishing and Maintaining Adequate] Internal Control Over Financial Reporting.

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 31][added: 36]

[removed: Based on] [added: In conjunction with] the [removed: annual goodwill impairment test performed in] [added: 2023 assessment,] the [removed: fourth quarter of 2023, management] [added: 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 [removed: impairment] [added: Impairment] and other related charges, [removed: net.][added: net in the accompanying consolidated statements of income.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 32][added: 37]

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation we have concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their report, included on pages [removed: 31-32] [added: 36-37] of this Form 10-K, regarding the Company’s internal control over financial reporting.

| Timothy M. Knavish Chairman and Chief Executive Officer February [removed: 15, 2024] [added: 20, 2025] | | | | | | Vincent J. Morales Senior Vice President and Chief Financial Officer February [removed: 15, 2024] [added: 20, 2025] | | |

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 33][added: 38]

| *($ in millions, except per share amounts)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cost of sales, exclusive of depreciation and amortization | | | [removed: 10,745] [added: 1,904] | | | | | | [removed: 11,096] [added: 2,022] | | | | | | [removed: 10,286] [added: 2,096] | | |

| Selling, general and administrative | | | [removed: 4,222] [added: 3,391] | | | | | | [removed: 3,842] [added: 3,401] | | | | | | [removed: 3,780] [added: 3,037] | | |

| Research and development, net | | | [removed: 433] [added: 9] | | | | | | [removed: 448] [added: 9] | | | | | | [removed: 439] [added: 14] | | |

| Interest expense | | | [removed: 247] [added: 241] | | | | | | [removed: 167] [added: 247] | | | | | | [removed: 121] [added: 167] | | |

| Interest income | | | [removed: (140)] [added: (177)] | | | | | | [removed: (54)] [added: (140)] | | | | | | [removed: (26)] [added: (54)] | | |

| Impairment and [removed: other-related] [added: other related] charges, [removed: net] [added: net(6)] | | | [removed: 160] [added: —] | | | | | | [removed: 245] [added: (160)] | | | | | | [removed: 21] [added: (231)] | | |

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

| Other [removed: charges/(income),] [added: (income)/charges,] net | | | [removed: 83] [added: (8)] | | | | | | [removed: (27)] [added: 80] | | | | | | [removed: (112)] [added: (66)] | | |

| Income tax expense | | | [removed: 439] [added: 14] | | | | | | [removed: 325] [added: 11] | | | | | | [removed: 374] [added: 5] | | |

| *Income from continuing operations* | | | [removed: $1,309] [added: $1,377] | | | | | | [removed: $1,056] [added: $1,262] | | | | | | [removed: $1,441] [added: $1,035] | | |

| *(Loss)/income from discontinued operations, net of tax* | | | [removed: —] [added: (228)] | | | | | | [removed: (2)] [added: 47] | | | | | | 19 | | |

| Net income attributable to the controlling and noncontrolling interests | | | [removed: $1,309] [added: $1,149] | | | | | | [removed: $1,054] [added: $1,309] | | | | | | [removed: $1,460] [added: $1,054] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 39] [added: 33] | | | | | | [removed: 28] [added: 39] | | | | | | [removed: 21] [added: 28] | | |

| Net income (attributable to PPG) | | | [removed: $1,270] [added: $1,116] | | | | | | [removed: $1,026] [added: $1,270] | | | | | | [removed: $1,439] [added: $1,026] | | |

| Income from continuing operations, net of tax | | | [removed: $1,270] [added: $1,344] | | | | | | [removed: $1,028] [added: $1,223] | | | | | | [removed: $1,420] [added: $1,007] | | |

| (Loss)/income from discontinued operations, net of tax | | | [removed: —] [added: (228)] | | | | | | [removed: (2)] [added: 47] | | | | | | 19 | | |

| Income from continuing operations, net of tax | | | [removed: $5.38] [added: $5.75] | | | | | | [removed: $4.35] [added: $5.18] | | | | | | [removed: $5.98] [added: $4.26] | | |

| (Loss)/income from discontinued operations, net of tax | | | [removed: —] [added: (0.98)] | | | | | | [removed: (0.01)] [added: 0.20] | | | | | | 0.08 | | |

| Net income (attributable to PPG) | | | [removed: $5.38] [added: $4.77] | | | | | | [removed: $4.34] [added: $5.38] | | | | | | [removed: $6.06] [added: $4.34] | | |

| Income from continuing operations, net of tax | | | [removed: $5.35] [added: $5.72] | | | | | | [removed: $4.33] [added: $5.16] | | | | | | [removed: $5.93] [added: $4.24] | | |

| Net income (attributable to PPG) | | | [removed: $5.35] [added: $4.75] | | | | | | [removed: $4.32] [added: $5.35] | | | | | | [removed: $6.01] [added: $4.32] | | |

| *($ in millions)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income attributable to the controlling and noncontrolling interests | | | | | | [removed: $1,309] [added: $1,149] | | | | | | [removed: $1,054] [added: $1,309] | | | | | | [removed: $1,460] [added: $1,054] | | |

| Other comprehensive [removed: income/(loss),] [added: (loss)/income,] net of tax | | | | | | | | | | | | | | | | | | | | |

| | | | Defined benefit pension and other postretirement benefits | | | [removed: 63] [added: 36] | | | | | | [removed: 206] [added: 63] | | | | | | [removed: 174] [added: 206] | | |

| | | | Unrealized foreign currency translation adjustments | | | [removed: 509] [added: (916)] | | | | | | [removed: (279)] [added: 509] | | | | | | [removed: (330)] [added: (279)] | | |

*Loss from Discontinued Operations, Net of Tax Associated with the Sale of the U.S. and Canada Architectural Coatings Business*

As described in Note 2 to the consolidated financial statements, on December 2, 2024, the Company completed the sale of 100% of its architectural coatings business in the U.S. and Canada.

The Company received $516 million in proceeds and recorded a loss on the sale of $285 million, which is recorded in “Income from discontinued operations, net of tax” for the year ended December 31, 2024.

The sale represents a strategic shift in the Company’s business portfolio that has a major effect on the Company’s operations and financial results.

Accordingly, the Company’s consolidated results of operations and cash flows have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations.

The principal considerations for our determination that performing procedures relating to the loss from discontinued operations, net of tax associated with the sale of the U.S. and Canada architectural coatings business is a critical audit matter are the high degree of auditor effort in performing procedures and evaluating audit evidence related to management’s calculation of the loss from discontinued operations, net of tax.

These procedures included testing the effectiveness of controls relating to management’s calculation of the loss from discontinued operations, net of tax, associated with the sale of the U.S. and Canada architectural coatings business.

These procedures also included, among others, reading the purchase agreement and testing management’s calculation of the loss from discontinued operations, net of tax.

February 20, 2025

Management’s Annual Report on Internal Control Over Financial Reporting

| Net sales | | | $15,845 | | | | | | $16,242 | | | | | | $15,614 | | |

| Cost of sales, exclusive of depreciation and amortization | | | 9,252 | | | | | | 9,678 | | | | | | 9,975 | | |

| Depreciation | | | 360 | | | | | | 360 | | | | | | 357 | | |

| Amortization | | | 132 | | | | | | 154 | | | | | | 145 | | |

| Income before income taxes | | | $1,852 | | | | | | $1,690 | | | | | | $1,355 | | |

| Income tax expense | | | 475 | | | | | | 428 | | | | | | 320 | | |

| (Loss)/income from discontinued operations, net of tax | | | (0.97) | | | | | | 0.19 | | | | | | 0.08 | | |

| *($ in millions)* | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $1,270 | | | | | | $1,493 | | |

| Receivables | | | 2,985 | | | | | | 3,007 | | |

| Inventories | | | 1,846 | | | | | | 1,934 | | |

| Other current assets | | | 368 | | | | | | 922 | | |

| Property, plant and equipment, net | | | 3,464 | | | | | | 3,450 | | |

| Goodwill | | | 5,690 | | | | | | 6,115 | | |

| Identifiable intangible assets, net | | | 1,922 | | | | | | 2,261 | | |

| Investments | | | 331 | | | | | | 254 | | |

| Other assets | | | 569 | | | | | | 1,293 | | |

| Total | | | $19,433 | | | | | | $21,647 | | |

| Restructuring reserves | | | 128 | | | | | | 84 | | |

| Deferred income taxes | | | 405 | | | | | | 500 | | |

| Other liabilities | | | 754 | | | | | | 867 | | |

| Total | | | $19,433 | | | | | | $21,647 | | |

| December 31, 2024 | | | $969 | | | $1,272 | | | $21,994 | | | ($14,342) | | | ($3,108) | | | $6,785 | | | $177 | | | $6,962 | | |

| Net income attributable to controlling and noncontrolling interests | | | | | | $1,149 | | | | | | $1,309 | | | | | | $1,054 | | |

| | | | Less: (Loss)/income from discontinued operations | | | ($228) | | | | | | $47 | | | | | | $19 | | |

| | | | Deferred income taxes | | | (97) | | | | | | (187) | | | | | | (151) | | |

| | | | Business restructuring, net | | | 233 | | | | | | (2) | | | | | | 33 | | |

| | | | Receivables | | | (181) | | | | | | 12 | | | | | | (248) | | |

| | | | Inventories | | | (27) | | | | | | 145 | | | | | | (177) | | |

| | | | Accounts payable and accrued liabilities | | | (259) | | | | | | 151 | | | | | | 21 | | |

*Quantitative Goodwill Impairment Test – Traffic Solutions Reporting Unit*

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $6,200 million as of December 31, 2023, of which $391 million relates to the traffic solutions reporting unit.

Management tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test, at least annually, or more frequently if an indication of impairment exists.

Management’s quantitative goodwill impairment testing, if deemed necessary, is performed during the fourth quarter of each year by comparing the estimated fair value of an associated reporting unit as of September 30 to its carrying value.

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

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 principal considerations for our determination that performing procedures relating to the quantitative goodwill impairment test 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 traffic solutions reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the projected future 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 traffic solutions reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the traffic solutions reporting unit; (ii) evaluating the appropriateness of the discounted cash flow 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 assumptions related to the projected future revenues and the discount rate.

Evaluating management’s assumption related to the projected future revenues involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the 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.

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

Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting

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

| Net sales | | | $18,246 | | | | | | $17,652 | | | | | | $16,802 | | |

| Depreciation | | | 391 | | | | | | 388 | | | | | | 389 | | |

| Amortization | | | 167 | | | | | | 166 | | | | | | 172 | | |

| Asbestos-related claims reserve adjustment | | | — | | | | | | — | | | | | | (133) | | |

| Income before income taxes | | | $1,748 | | | | | | $1,381 | | | | | | $1,815 | | |

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

| Receivables | | | 3,279 | | | | | | 3,303 | | |

| Inventories | | | 2,127 | | | | | | 2,272 | | |

| Goodwill | | | 6,200 | | | | | | 6,078 | | |

| Investments | | | 259 | | | | | | 244 | | |

| January 1, 2021 | | | $969 | | | $1,008 | | | $19,469 | | | ($13,158) | | | ($2,599) | | | $5,689 | | | $126 | | | $5,815 | | |

| | | | Depreciation and amortization | | | 558 | | | | | | 554 | | | | | | 561 | | |

| | | | Asbestos-related claims reserve adjustment | | | — | | | | | | — | | | | | | (133) | | |

| | | | Receivables | | | 10 | | | | | | (268) | | | | | | (63) | | |

| | | | Inventories | | | 203 | | | | | | (227) | | | | | | (279) | | |

| Proceeds from asset sales | | | | | | 36 | | | | | | 117 | | | | | | 47 | | |

| Repayment of Term Loan | | | | | | — | | | | | | — | | | | | | (400) | | |

| Repayment of acquired debt | | | | | | — | | | | | | (2) | | | | | | (207) | | |

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

The Company has determined that certain acquired trademarks have indefinite useful lives.

The Company tests the carrying value of these trademarks for impairment at least annually, or as needed whenever events and circumstances indicate that their carrying amount may not be recoverable.

In 2022, due to the adverse economic impacts of Russian military forces invading Ukraine, the Company identified indicators that the carrying value of an indefinite-lived intangible asset and certain definite-lived intangible assets associated with the Company's operations in Russia may not be recoverable, and the carrying value of those assets was assessed for impairment.

As a result of this assessment, the Company recorded impairment charges of $124 million related to the indefinite-lived intangible asset and $23 million related to definite-lived intangible assets in the consolidated statement of income for the year ended December 31, 2022.

In 2023, the annual impairment testing review of indefinite-lived intangibles performed as of September 30, 2023 resulted in the Company recognizing an impairment charge of $2 million.

The Company provides an allowance for doubtful accounts to

Supply Chain Finance

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, [removed: 2023] [added: 2024] 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: 33] [added: 38] for management’s annual report on internal control over financial reporting.

Refer to Report of Independent Registered Public Accounting Firm on pages [removed: 31-32] [added: 36-37] for PricewaterhouseCoopers LLP’s audit report on the Company’s internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K of the Securities Exchange Act of 1934.

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: 2024] [added: 2025] 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.

Information regarding the Company’s Audit Committee is included in the Proxy Statement under the caption “Corporate Governance – Audit Committee” and is incorporated herein by [added: reference.Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by] reference.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of PPG by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy states, among other things, that our directors, officers, and certain employees are prohibited from trading in such securities while in possession of material, nonpublic information.

In addition, PPG’s Global Code of Ethics prohibits all employees from trading PPG securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policy and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.

2024 PPG ANNUAL REPORT AND FORM 10-K 78

Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by reference.

2023 PPG ANNUAL REPORT AND FORM 10-K 73

| [Report of Independent Registered Public Accounting [removed: Firm](#i8fa96ac504e24da0b6317d04147c5b2c_121)] [added: Firm](#i88eae83685ba436084566ad51aff0a4e_124)] (PCAOB ID 238) | | | [removed: [31](#i8fa96ac504e24da0b6317d04147c5b2c_121)] [added: [36](#i88eae83685ba436084566ad51aff0a4e_124)] | | |

| [Consolidated Statement of Income for the Years Ended December 31, [removed: 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[3](#i8fa96ac504e24da0b6317d04147c5b2c_130)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[2](#i8fa96ac504e24da0b6317d04147c5b2c_130) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_130)[1](#i8fa96ac504e24da0b6317d04147c5b2c_130)] [added: 2024, 2023 and 2022](#i88eae83685ba436084566ad51aff0a4e_133)] | | | [removed: [34](#i8fa96ac504e24da0b6317d04147c5b2c_130)] [added: [39](#i88eae83685ba436084566ad51aff0a4e_133)] | | |

| [Consolidated Statement of Comprehensive Income for the Years Ended December 31, [removed: 20](#i8fa96ac504e24da0b6317d04147c5b2c_133)[2](#i8fa96ac504e24da0b6317d04147c5b2c_133)[3](#i8fa96ac504e24da0b6317d04147c5b2c_133)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_133)[2](#i8fa96ac504e24da0b6317d04147c5b2c_133) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_133)[1](#i8fa96ac504e24da0b6317d04147c5b2c_133)] [added: 2024, 2023 and 2022](#i88eae83685ba436084566ad51aff0a4e_136)] | | | [removed: [34](#i8fa96ac504e24da0b6317d04147c5b2c_133)] [added: [39](#i88eae83685ba436084566ad51aff0a4e_136)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 202](#i8fa96ac504e24da0b6317d04147c5b2c_136)[3](#i8fa96ac504e24da0b6317d04147c5b2c_136) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_136)[2](#i8fa96ac504e24da0b6317d04147c5b2c_136)] [added: 2024 and 2023](#i88eae83685ba436084566ad51aff0a4e_139)] | | | [removed: [35](#i8fa96ac504e24da0b6317d04147c5b2c_136)] [added: [40](#i88eae83685ba436084566ad51aff0a4e_139)] | | |

| [Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, [removed: 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[3](#i8fa96ac504e24da0b6317d04147c5b2c_139)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[2](#i8fa96ac504e24da0b6317d04147c5b2c_139) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_139)[1](#i8fa96ac504e24da0b6317d04147c5b2c_139)] [added: 2024, 2023 and 2022](#i88eae83685ba436084566ad51aff0a4e_142)] | | | [removed: [36](#i8fa96ac504e24da0b6317d04147c5b2c_139)] [added: [41](#i88eae83685ba436084566ad51aff0a4e_142)] | | |

| [Consolidated Statement of Cash Flows for the Years Ended December 31, [removed: 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[3](#i8fa96ac504e24da0b6317d04147c5b2c_142)[, 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[2](#i8fa96ac504e24da0b6317d04147c5b2c_142) [and 202](#i8fa96ac504e24da0b6317d04147c5b2c_142)[1](#i8fa96ac504e24da0b6317d04147c5b2c_142)] [added: 2024, 2023 and 2022](#i88eae83685ba436084566ad51aff0a4e_145)] | | | [removed: [37](#i8fa96ac504e24da0b6317d04147c5b2c_142)] [added: [42](#i88eae83685ba436084566ad51aff0a4e_145)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i8fa96ac504e24da0b6317d04147c5b2c_145)] [added: Statements](#i88eae83685ba436084566ad51aff0a4e_148)] | | | [removed: [38](#i8fa96ac504e24da0b6317d04147c5b2c_145)] [added: [43](#i88eae83685ba436084566ad51aff0a4e_148)] | | |

(a)(2) Consolidated Financial Statement Schedule for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Allowance for Doubtful Accounts for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Subsequently, the Company released a portion of this previously established bad debt reserve due to the collection of certain trade [removed: receivables.][added: receivables.*]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 74][added: 79]

| | | | 3 | | | [Statement with Respect to Shares Eliminating the Series A Junior Participating Preferred Stock, was filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/79879/000007987914000064/statementwithrespecttoshar.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/79879/000007987914000064/statementwithrespecttoshar.htm)] | | |

| | | | 3.1 | | | [Restated Articles of Incorporation of PPG Industries, Inc., was filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/79879/000007987914000064/restatedarticlesofincorpor.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/79879/000007987914000064/restatedarticlesofincorpor.htm)] | | |

| | | | [removed: 3.3] [added: 3.4] | | | [Amended and Restated Bylaws of PPG Industries, Inc., as amended [removed: on](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm) [January] [added: on January] 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)[,] [added: 2024,] was filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed [removed: 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)] [added: on January 22, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000032/amendedandrestatedbylawsef.htm)] | | |

| | | | 4 | | | [Indenture, dated as of March 18, 2008, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/79879/000095015208002050/l30596aexv4w1.htm)] [added: 2008.](https://www.sec.gov/Archives/edgar/data/79879/000095015208002050/l30596aexv4w1.htm)] | | |

| | | | 4.1 | | | [Supplemental Indenture, dated as of March 18, 2008, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, [removed: 2008.](http://www.sec.gov/Archives/edgar/data/79879/000095015208002050/l30596aexv4w2.htm)] [added: 2008.](https://www.sec.gov/Archives/edgar/data/79879/000095015208002050/l30596aexv4w2.htm)] | | |

| | | | 4.2 | | | [Second Supplemental Indenture, dated as of November 12, 2010, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 12, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/79879/000119312510258047/dex43.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/79879/000119312510258047/dex43.htm)] | | |

| | | | 4.3 | | | [Third Supplemental Indenture, dated as of August 3, 2012, was filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on August 3, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/79879/000119312512333748/d390820dex44.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/79879/000119312512333748/d390820dex44.htm)] | | |

| | | | 4.4 | | | [Fifth Supplemental Indenture, dated as of March 13, 2015, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 13, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/79879/000119312515090701/d888474dex43.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/79879/000119312515090701/d888474dex43.htm)] | | |

| | | | 4.5 | | | [Sixth Supplemental Indenture, dated as of November 3, 2016, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 3, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/79879/000119312516758787/d262986dex43.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/79879/000119312516758787/d262986dex43.htm)] | | |

| | | | 4.6 | | | [Seventh Supplemental Indenture, dated as of February 27, 2018, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on February 27, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/79879/000119312518059742/d513892dex43.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/79879/000119312518059742/d513892dex43.htm)] | | |

| | | | 4.7 | | | [Eighth Supplemental Indenture, dated as of August 15, 2019, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on August 15, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/79879/000119312519222027/d790961dex43.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/79879/000119312519222027/d790961dex43.htm)] | | |

| † | | | 4.11 | | | [PPG Industries, Inc. Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg2023ex411-descriptionof.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex411-descriptionof.htm)] | | |

| * | | | 10 | | | [PPG Industries, Inc. Nonqualified Retirement Plan, as amended and restated September 24, 2008, was filed as Exhibit 10 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/79879/000119312512064763/d260697dex10.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/79879/000119312512064763/d260697dex10.htm)] | | |

| * | | | 10.1 | | | [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.](https://www.sec.gov/Archives/edgar/data/79879/000119312510033939/dex103.htm)] | | |

| * | | | [removed: 10.2] [added: 10.3] | | | [Form of Change in Control Employment Agreement entered into with executives on or after January 1, [removed: 2010,] [added: 2014,] was filed as Exhibit [removed: 10.3] [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: 2009.](http://www.sec.gov/Archives/edgar/data/79879/000119312510033939/dex103.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/79879/000007987914000032/ex102formofchangeincontrol.htm)] | | |

| * | | | [removed: 10.3] [added: 10.2] | | | [Form of Change in Control Employment Agreement entered into with executives on or after June 30, 2012 was filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/79879/000007987913000016/exhibit104-changeincontrol.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/79879/000007987913000016/exhibit104-changeincontrol.htm)] | | |

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 75][added: 80]

| * | | | [removed: 10.5] [added: 10.4] | | | [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, [removed: 1997.](http://www.sec.gov/Archives/edgar/data/79879/0000950132-98-000141-index.html)] [added: 1997.](https://www.sec.gov/Archives/edgar/data/79879/0000950132-98-000141-index.html)] | | |

| † | | | [removed: 10.6] [added: 10.5] | | | [PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended and restated effective January 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/ppg202310kex106.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)[5](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)] | | |

| * | | | [removed: 10.7] [added: 10.6] | | | [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, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/79879/000119312504124190/dex101.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/79879/000119312504124190/dex101.htm)] | | |

| [removed: *] [added: †*] | | | [removed: 10.8] [added: 10.7] | | | [PPG Industries, Inc. Deferred Compensation Plan 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/79879/000007987925000034/ppg2024ex107-deferredcompe.htm)] | | |

| * | | | [removed: 10.10] [added: 10.8] | | | [PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex [removed: A] [added: B] to the Registrant’s Definitive Proxy Statement for its [removed: 2011] [added: 2016] Annual Meeting of Shareholders filed on March 10, [removed: 2011.](http://www.sec.gov/Archives/edgar/data/79879/000119312511061837/ddef14a.htm#toc141743_904)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/79879/000104746916010969/a2227184zdef14a.htm#AnxB)] | | |

| †* | | | [removed: 10.12] [added: 10.9] | | | [Form of Non-Qualified Stock Option Award [removed: 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)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex109-ppg2024global.htm)] | | |

| †* | | | [removed: 10.13] [added: 10.10] | | | [Form of TSR Share Award [removed: 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)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1010-ppg2024globa.htm)] | | |

| †* | | | [removed: 10.14] [added: 10.11] | | | [Form of Performance-Based Restricted Stock Unit Award [removed: 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)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1011-ppg2024globa.htm)] | | |

| †* | | | [removed: 10.15] [added: 10.13] | | | [Form of Time-Vested Restricted Stock Unit Award [removed: 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)] [added: Agreement for Directors.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1013-ppg2024bodrs.htm)] | | |

| †* | | | [removed: 10.16] [added: 10.12] | | | [Form of Time-Vested Restricted Stock Unit Award [removed: Agreement for Directors.](https://www.sec.gov/Archives/edgar/data/79879/000007987924000040/exhibit1016-ppg2024bodrsut.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1012-ppg2024annua.htm)] | | |

| | | | 10.17 | | | [removed: [Amended and Restated Five] [added: [Five] Year Credit Agreement dated as of [removed: August 30, 2019] [added: July 27, 2023] among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; [added: JPMorgan Chase Bank, N.A., PNC Capital Markets LLC,] BNP [removed: Paribas,] [added: Paribas Securities Corp, and] Citibank, N.A. [removed: MUFG Bank, Ltd.] [added: as joint lead arrangers] and [added: joint bookrunners;] PNC Bank, National Association, [added: BNP Paribas, and Citibank, N.A.,] as co-syndication agents; and [removed: J.P. Morgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank,] [added: Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Banco Santander, S.A., New York Branch, Bank of America,] N.A., [removed: MUFG] [added: 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, [removed: Ltd.] [added: New York Branch, Unicredit Bank AG, New York Branch, U.S. Bank National Association,] and [removed: PNC Capital Markets LLC,] [added: Wells Fargo Bank, National Association,] as [removed: co-lead arrangers and co-bookrunners,] [added: co-documentation agents] was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on [removed: September 4, 2019.](http://www.sec.gov/Archives/edgar/data/79879/000007987919000039/exhibit101-august2019c.htm)] [added: July 31, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000051/exhibit101-jpm2023amendeda.htm)] | | |

| | | | [removed: 10.21] [added: 10.14] | | | [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) | | |

| [Management Report](#i88eae83685ba436084566ad51aff0a4e_130) | | | [38](#i88eae83685ba436084566ad51aff0a4e_130) | | |

| 2024 | | | $23 | | | $17 | | | | | | ($17) | | | $23 | | |

| 2023 | | | $29 | | | $15 | | | | | | ($21) | | | $23 | | |

| 2022 | | | $29 | | | $51 | | | | | | ($51) | | | $29 | | |

| | | | 3.3 | | | [Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc., effective April 19, 2024, was filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000079879/000007987924000112/ppg-20240418.htm) | | |

| † | | | 10.15 | | | [Amendment No. 1, dated as of December 15, 2023, to 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.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1015-bbvatermloancr.htm) | | |

| † | | | 10.16 | | | [Amendment No. 2, dated as of December 6, 2024, to 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.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1016-bbvatermloancr.htm) | | |

| †* | | | 10.19 | | | [PPG Industries, Inc. Management Award Plan, as amended and restated on](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm) [December 11, 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm) | | |

| † | | | 10.20 | | | [Separation Agreement and Release, dated October 14, 2024, between PPG Industries, Inc. and Ramaprasad Vadlamannati.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1020-ramvadlamann.htm) | | |

| † | | | 10.21 | | | [Employment Agreement between PPG Industries Europe Sàrl and K. Henrik Bergstrom dated June 2, 2022.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1021bergstromswisse.htm) | | |

| † | | | 19.1 | | | [PPG Industries, Inc. Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit191ppginsidertradin.htm) | | |

2024 PPG ANNUAL REPORT AND FORM 10-K 82

| †† | | | 99.1 | | | [Recast Financial Tables](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit991-quarterlyrecast.htm) | | |

Quarterly Financial Statements

Summarized quarterly financial information for the two most recent fiscal years is included as Exhibit 99.1 to this Form 10-K.

This information has been recast to present the results of the architectural coatings business in the United States and Canada as discontinued operations, and to reflect the revised presentation of three reportable business segments.

| [Management Report](#i8fa96ac504e24da0b6317d04147c5b2c_127) | | | [33](#i8fa96ac504e24da0b6317d04147c5b2c_127) | | |

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

| 2022 | | | $31 | | | $52 | | | | | | ($52) | | | $31 | | |

| 2021 | | | $44 | | | $5 | | | | | | ($18) | | | $31 | | |

In 2020, PPG recorded an allowance for doubtful accounts of $30 million related to the potential financial impacts of COVID-19.

In 2021, PPG released a portion of the previously established reserve due to improvement in economic conditions in certain countries and a slower pattern of bankruptcies than expected.*

| * | | | 10.4 | | | [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) | | |

| * | | | 10.9 | | | [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) | | |

| * | | | 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) | | |

| | | | 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) | | |

| | | | 10.19 | | | [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) | | |

| | | | 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) | | |

| | | | 10.22 | | | [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) | | |

| * | | | 10.24 | | | [PPG Industries, Inc. Management Award Plan, as amended and restated on January 1, 2019 was filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2018.](http://www.sec.gov/Archives/edgar/data/79879/000007987919000008/ppg201810kex1030-managemen.htm) | | |

| * | | | 10.25 | | | [Time-Vested Restricted Stock Unit Award Agreement for Michael H. McGarry was filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000007/ppg202210kex1025.htm) | | |

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 77][added: 83]

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: 15, 2024.][added: 20, 2025.]

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: 15, 2024.][added: 20, 2025.]

[removed: 2023] [added: 2024] PPG ANNUAL REPORT AND FORM 10-K [removed: 78][added: 84]

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| K. L. Fortmann | | | | | | Director | | | | | | | | | | | | | | |

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| S. F. Angel | | | | | | Director | | | | | | | | | | | | | | |