PPG Industries 10-Q 2025-06-30

Filed 2025-07-30. 8 sections, 201K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 1-1687

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PPG INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

25-0730780

(I.R.S. Employer Identification No.)

Pennsylvania

(State or Other Jurisdiction of Incorporation or Organization)

One PPG Place, Pittsburgh, Pennsylvania

(Address of Principal Executive Offices)

15272

(Zip Code)

(412) 434-3131

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.66 2/3	PPG	New York Stock Exchange
0.875% Notes due 2025	PPG 25	New York Stock Exchange
1.400% Notes due 2027	PPG 27	New York Stock Exchange
2.750% Notes due 2029	PPG 29A	New York Stock Exchange
3.250% Notes due 2032	PPG 32	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☑	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, 2025, 225.7 million shares of the Registrant’s common stock, par value $1.66 2/3 per share, were outstanding.

PPG INDUSTRIES, INC. AND SUBSIDIARIES

INDEX


		PAGE
Part I. Financial Information
Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Statement of Income	2
	Condensed Consolidated Statement of Comprehensive Income	3
	Condensed Consolidated Balance Sheet	4
	Condensed Consolidated Statement of Shareholders' Equity	5
	Condensed Consolidated Statement of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
Part II. Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		45

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Income (Unaudited)


	Three Months Ended June 30		Six Months Ended June 30
($ in millions, except per share amounts)	2025	2024	2025	2024
Net sales	$4,195	$4,235	$7,879	$8,084
Cost of sales, exclusive of depreciation and amortization	2,432	2,450	4,574	4,655
Selling, general and administrative	872	858	1,710	1,708
Depreciation	102	89	191	184
Amortization	33	35	65	70
Research and development, net	106	108	208	215
Interest expense	62	62	118	117
Interest income	(44)	(45)	(87)	(87)


Other charges, net	34	27	—	29
Income before income taxes	$598	$651	$1,100	$1,193
Income tax expense	140	149	262	277
Income from continuing operations	$458	$502	$838	$916
Income/(loss) from discontinued operations, net of tax	—	35	(2)	30
Net income attributable to controlling and noncontrolling interests	$458	$537	$836	$946
Net income attributable to noncontrolling interests	(8)	(9)	(13)	(18)
Net income (attributable to PPG)	$450	$528	$823	$928
Amounts attributable to PPG:
Income from continuing operations, net of tax	$450	$493	$825	$898
Income/(loss) from discontinued operations, net of tax	—	35	(2)	30
Net income (attributable to PPG)	$450	$528	$823	$928

Earnings per common share:
Income from continuing operations, net of tax	$1.98	$2.10	$3.63	$3.82
Income/(loss) from discontinued operations, net of tax	—	0.15	(0.01)	0.13
Earnings per common share (attributable to PPG)	$1.98	$2.25	$3.62	$3.95

Earnings per common share – assuming dilution:
Income from continuing operations, net of tax	$1.98	$2.09	$3.61	$3.80
Income/(loss) from discontinued operations, net of tax	—	0.15	(0.01)	0.13
Earnings per common share (attributable to PPG) - assuming dilution	$1.98	$2.24	$3.60	$3.93

The accompanying notes to the condensed consolidated financial statements are an integral part of this condensed consolidated statement.

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Comprehensive Income (Unaudited)


	Three Months Ended June 30		Six Months Ended June 30
($ in millions)	2025	2024	2025	2024
Net income attributable to controlling and noncontrolling interests	$458	$537	$836	$946
Other comprehensive income/(loss), net of tax:
Defined benefit pension and other postretirement benefits	(2)	20	(7)	20
Unrealized foreign currency translation adjustments	498	(434)	779	(448)

Other comprehensive income/(loss), net of tax	$496	($414)	$772	($428)
Total comprehensive income	$954	$123	$1,608	$518
Less: amounts attributable to noncontrolling interests:
Net income	(8)	(9)	(13)	(18)
Unrealized foreign currency translation adjustments	(5)	2	(6)	4
Comprehensive income attributable to PPG	$941	$116	$1,589	$504

The accompanying notes to the condensed consolidated financial statements are an integral part of this condensed consolidated statement.

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheet (Unaudited)


($ in millions)	June 30, 2025	December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$1,561	$1,270
Short-term investments	64	88
Receivables, net	3,891	2,985
Inventories	2,224	1,846
Other current assets	450	368
Total current assets	$8,190	$6,557
Property, plant and equipment (net of accumulated depreciation of $4,586 and $4,217)	3,684	3,464
Goodwill	6,112	5,690
Identifiable intangible assets, net	2,025	1,922
Deferred income taxes	522	303
Investments	338	331
Operating lease right-of-use assets	634

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in the condensed consolidated financial statements in Part I, Item 1, “Financial Statements,” of this report and in conjunction with the 2024 Form 10-K.

Highlights

Net sales were approximately $4.2 billion for the three months ended June 30, 2025, a decrease of 1% compared to the prior year, primarily due to the divestiture of the global silicas business and the architectural coatings business in Russia, partially offset by increases in both sales volumes and selling prices.

Income before income taxes was $598 million for the three months ended June 30, 2025, a decrease of $53 million compared to the prior year, primarily due to the unfavorable impact of raw material, wage and other cost inflation and the impact of divestitures, partially offset by increased manufacturing productivity and cost control measures.

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Results of Operations


	Three Months Ended June 30		Percent Change		Six Months Ended June 30		Percent Change
($ in millions, except percentages)	2025	2024	2025 vs. 2024		2025	2024	2025 vs. 2024
Net sales	$4,195	$4,235	(0.9)	%	$7,879	$8,084	(2.5)	%
Cost of sales, exclusive of depreciation and amortization	$2,432	$2,450	(0.7)	%	$4,574	$4,655	(1.7)	%
Selling, general and administrative	$872	$858	1.6	%	$1,710	$1,708	0.1	%
Depreciation	$102	$89	14.6	%	$191	$184	3.8	%
Amortization	$33	$35	(5.7)	%	$65	$70	(7.1)	%
Research and development, net	$106	$108	(1.9)	%	$208	$215	(3.3)	%
Interest expense	$62	$62	—	%	$118	$117	0.9	%
Interest income	($44)	($45)	(2.2)	%	($87)	($87)	—	%

Other charges, net	$34	$27	25.9	%	$—	$29	(100.0)	%

Net Sales by Region


	Three Months Ended June 30		Percent Change		Six Months Ended June 30		Percent Change
($ in millions, except percentages)	2025	2024	2025 vs. 2024		2025	2024	2025 vs. 2024
United States and Canada	$1,495	$1,480	1.0	%	$2,779	$2,760	0.7	%
EMEA	1,434	1,454	(1.4)	%	2,706	2,813	(3.8)	%
Asia Pacific	727	734	(1.0)	%	1,374	1,390	(1.2)	%
Latin America	539	567	(4.9)	%	1,020	1,121	(9.0)	%
Total	$4,195	$4,235	(0.9)	%	$7,879	$8,084	(2.5)	%

Three Months Ended June 30, 2025

Net sales decreased $40 million due to the following:

● Divestiture-related sales (-3%)

Partially offset by:

● Higher selling prices (+1%)

● Higher sales volumes (+1%)

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

Cost of sales, exclusive of depreciation and amortization, decreased $18 million primarily due to the impact of divestitures and increased manufacturing productivity, partially offset by raw material and other cost inflation.

Selling, general and administrative expense increased $14 million primarily due to the cost of providing transition services related to the recent divested U.S. and Canada architectural coatings business, which are fully reimbursed by the buyer under transaction services agreements, the unfavorable impact of foreign currency translation and overhead cost inflation, partially offset by the impact of divestitures and cost control measures.

Depreciation expense increased $13 million primarily due to higher accelerated depreciation related to approved restructuring actions.

Other charges, net increased by $7 million primarily due to higher net foreign currency translation expense, partially offset by income recognized in connection with transition services agreements with the buyer of PPG's recently divested U.S. and Canada architectural coatings business and lower environmental remediation charges.

Six Months Ended June 30, 2025

Net sales decreased $205 million due to the following:

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● Divestiture-related sales (-3%)

● Unfavorable foreign currency translation (-1%)

Partially offset by:

● Higher selling prices and sales volumes (+1%)

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

Cost of sales, exclusive of depreciation and amortization, decreased by $81 million primarily due to the impact of divestitures, partially offset by increases in sales volumes.

Selling, general and administrative expense increased by $2 million primarily due to overhead cost inflation and to the cost of providing transition services related to the recent divested U.S. and Canada architectural coatings business, which are fully reimbursed by the buyer under transaction services agreements, offset by the impact of divestitures and cost control measures.

Depreciation expense increased by $7 million primarily due to higher accelerated depreciation related to approved restructuring actions.

Research and development expense decreased by $7 million primarily due to cost control measures.

Other charges, net decreased by $29 million primarily due to income recognized in connection with transition services agreements with the buyer of PPG's recently divested U.S. and Canada architectural coatings business, the absence of a second quarter 2024 non-cash loss on the sale of the traffic solutions business in Argentina, an insurance reimbursement received in the first quarter 2025 related to damages incurred at a southern U.S. factory from a winter storm in 2021 and a gain recognized on the sale of the Company's remaining Russia business in the first quarter 2025, partially offset by higher net foreign currency translation expense.

Effective Tax Rate and Earnings Per Diluted Share


	Three Months Ended June 30				Percent Change		Six Months Ended June 30				Percent Change
($ in millions, except percentages and amounts per share)	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
Income tax expense	$140		$149		(6.0)	%	$262		$277		(5.4)	%
Effective tax rate	23.4	%	22.9	%	0.5	%	23.8	%	23.2	%	0.6	%
Adjusted effective tax rate, continuing operations*	23.5	%	23.4	%	0.1	%	23.9	%	23.6	%	0.3	%

Earnings per diluted share, continuing operations	$1.98		$2.09		(5.3)	%	$3.61		$3.80		(5.0)	%
Adjusted earnings per diluted share*	$2.22		$2.35		(5.5)	%	$3.93		$4.22		(6.9)	%
*See Regulation G Reconciliation below

Adjusted earnings per diluted share for the three months ended June 30, 2025 decreased year-over-year primarily due to the unfavorable impact of raw material, wage and other cost inflation and divestitures, partially offset by increased manufacturing productivity and cost control measures.

Adjusted earnings per diluted share for the six months ended June 30, 2025 decreased year-over-year primarily due to the unfavorable impact of raw material, wage and other cost inflation, foreign currency translation, and divestitures, partially offset by increased manufacturing productivity and cost control measures.

Regulation G Reconciliations - Results from Operations

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

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adjusted earnings per diluted share and the adjusted effective tax rate may not be comparable to similarly titled measures as reported by other companies.

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


	Three Months Ended June 30, 2025
($ in millions, except percentages and per share amounts)	Income Before Income Taxes	Income Tax Expense	Effective Tax Rate		Net Income (attributable to PPG)	Earnings Per Diluted Share(a)
As reported, continuing operations	$598	$140	23.4	%	$450	$1.98
Adjusted for:
Acquisition-related amortization expense	33	8	24.4	%	25	0.11
Business restructuring-related costs, net(b)	20	5	23.3	%	15	0.07
Portfolio optimization(c)	2	—	24.3	%	2	0.01
Legacy environmental remediation charges (d)	16	4	24.3	%	12	0.05
Adjusted, continuing operations, excluding certain items	$669	$157	23.5	%	$504	$2.22


	Three Months Ended June 30, 2024
($ in millions, except percentages and per share amounts)	Income Before Income Taxes	Income Tax Expense	Effective Tax Rate		Net Income (attributable to PPG)	Earnings Per Diluted Share(a)
As reported, continuing operations	$651	$149	22.9	%	$493	$2.09
Adjusted for:
Acquisition-related amortization expense	35	8	24.6	%	27	0.11
Business restructuring-related costs, net(b)	4	2	46.0	%	2	0.01
Portfolio optimization(c)	26	8	31.3	%	18	0.08
Legacy environmental remediation charges (d)	20	5	24.3	%	15	0.06
Adjusted, continuing operations, excluding certain items	$736	$172	23.4	%	$555	$2.35


	Six Months Ended June 30, 2025
($ in millions, except percentages and per share amounts)	Income Before Income Taxes	Income Tax Expense	Effective Tax Rate		Net Income (attributable to PPG)	Earnings Per Diluted Share(a)
As reported, continuing operations	$1,100	$262	23.8	%	$825	$3.61
Adjusted for:
Acquisition-related amortization expense	65	16	24.6	%	49	0.21
Business restructuring-related costs, net(b)	29	7	24.1	%	22	0.10
Portfolio optimization(c)	(4)	—	10.0	%	(4)	(0.02)
Legacy environmental remediation charges (d)	16	4	24.3	%	12	0.05
Insurance recovery(e)	(6)	(2)	24.3	%	(4)	(0.02)
Adjusted, continuing operations, excluding certain items	$1,200	$287	23.9	%	$900	$3.93

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	Six Months Ended June 30, 2024
($ in millions, except percentages and per share amounts)	Income Before Income Taxes	Income Tax Expense	Effective Tax Rate		Net Income (attributable to PPG)	Earnings Per Diluted Share(a)
As reported, continuing operations	$1,193	$277	23.2	%	$898	$3.80
Adjusted for:
Acquisition-related amortization expense	70	17	24.3	%	53	0.22
Business restructuring-related costs, net(b)	15	5	33.3	%	10	0.04
Portfolio optimization(c)	32	10	31.3	%	22	0.10
Legacy environmental remediation charges (d)	20	5	24.3	%	15	0.06
Adjusted, continuing operations, excluding certain items	$1,330	$314	23.6	%	$998	$4.22

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

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

(c)Portfolio optimization includes gains and losses on the sale of non-core assets, including a gain recognized on the sale of a business in the first quarter 2025 and a loss recognized on the sale of the Company’s traffic solutions business in Argentina in the second quarter 2024, which are included in Other charges, net in the condensed consolidated statement of income. Portfolio optimization also includes advisory, legal, accounting, valuation, other professional or consulting fees, and certain internal costs directly incurred to effect acquisitions, as well as similar fees and other costs to effect divestitures and other portfolio optimization exit actions. These costs are included in Selling, general and administrative expense on the condensed consolidated statement of income. There was no tax expense associated with the gain recognized on the sale of a business in the first quarter 2025.

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

(e)In the first quarter 2025, the Company received reimbursement under its insurance policies for damages incurred at a southern U.S. factory from a winter storm in 2021.

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Performance of Reportable Business Segments

Global Architectural Coatings


	Three Months Ended June 30		$ Change	% Change		Six Months Ended June 30		$ Change	% Change
($ in millions, except percentages)	2025	2024	2025 vs. 2024	2025 vs. 2024		2025	2024	2025 vs. 2024	2025 vs. 2024
Net sales	$1,018	$1,070	($52)	(4.9)	%	$1,875	$2,036	($161)	(7.9)	%
Segment income	$160	$211	($51)	(24.2)	%	$278	$377	($99)	(26.3)	%
Depreciation and amortization expense	$27	$26	$1	3.8	%	$53	$52	$1	1.9	%
Segment income before interest, taxes, depreciation and amortization (EBITDA)	$187	$237	($50)	(21.1)	%	$331	$429	($98)	(22.8)	%

Three Months Ended June 30, 2025

Global Architectural Coatings net sales decreased due to the following:

● Divestiture-related sales (-4%)

● Lower sales volumes (-2%)

Partially offset by:

● Higher selling prices (+1%)

Architectural coatings – EMEA net sales, excluding the impact of currency, acquisitions and divestitures ("organic sales") decreased by a low single-digit percentage compared to the prior-year quarter with lower sales volumes partially offset by higher selling prices. Overall demand for architectural coatings in Europe was lackluster with declines primarily in Eastern Europe, partially offset by organic sales growth in the Nordic region and the United Kingdom.

Architectural coatings - Latin America and Asia Pacific organic sales decreased by a low single-digit percentage compared to the prior-year quarter with lower sales volumes, partially offset by higher selling prices. In Mexico, retail demand for architectural coatings was solid and although project-related spending improved sequentially, it contracted year over year.

Segment income was $160 million, a decrease of 24% versus the prior year, driven by lower sales volumes, the impact of divestitures and unfavorable currency translation, which were partially offset by pricing and cost-control actions.

Six Months Ended June 30, 2025

Global Architectural Coatings net sales decreased due to the following:

● Unfavorable foreign currency translation (-3%)

● Divestiture-related sales (-3%)

● Lower sales volumes (-3%)

Partially offset by:

● Higher selling prices (+1%)

Architectural coatings – EMEA organic sales decreased by a low single-digit percentage year over year with lower sales volumes, partially offset by higher selling prices. While overall demand for architectural coatings in Europe was lackluster, there was organic sales growth in the Nordic region during the period.

Architectural coatings - Latin America and Asia Pacific decreased by a low single-digit percentage year over year with lower sales volumes, partially offset by higher selling prices. In Mexico, retail sales volumes were solid during the quarter, and while project-related spending improved sequentially, it was lower than the prior year stemming from economic uncertainty.

Segment income was $278 million, a decrease of 26% versus the prior year, driven by lower sales volumes, raw material and other cost inflation and unfavorable currency translation, partially offset by pricing and cost-control actions.

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Looking Ahead

In the second half of 2025, continued recovery of project-related spending in Mexico is expected and consumer sentiment in Europe is anticipated to be soft. Quarterly aggregate organic sales for the segment are expected to be in the range of lower by a low single digit percentage to flat compared to the third quarter 2024.

Performance Coatings


	Three Months Ended June 30		$ Change	% Change		Six Months Ended June 30		$ Change	% Change
($ in millions, except percentages)	2025	2024	2025 vs. 2024	2025 vs. 2024		2025	2024	2025 vs. 2024	2025 vs. 2024
Net sales	$1,512	$1,418	$94	6.6	%	$2,777	$2,602	$175	6.7	%
Segment income	$356	$326	$30	9.2	%	$630	$577	$53	9.2	%
Depreciation and amortization expense	$33	$34	($1)	(2.9)	%	$66	$68	($2)	(2.9)	%
Segment EBITDA	$389	$360	$29	8.1	%	$696	$645	$51	7.9	%

Three Months Ended June 30, 2025

Performance Coatings net sales increased due to the following:

● Higher selling prices (+3%)

● Higher sales volumes (+3%)

● Favorable foreign currency translation (+1%)

Automotive refinish coatings organic sales decreased by a low single-digit percentage compared to the prior-year quarter with lower sales volumes, partially offset by higher selling prices. During the quarter, benefits from share gains and customer order patterns partially offset lower industry collision claims.

Aerospace coatings organic sales increased by a high single-digit percentage compared to the prior-year quarter, led by higher selling prices and sales volumes. Demand remained strong, and customer order backlogs were stable, even with growth-related investments that improved our manufacturing output in the quarter. Global international and domestic air travel improved year over year and combined they are now in-line with pre-pandemic levels. The company remains focused on debottlenecking and further expanding manufacturing capabilities to drive further sales volume and earnings growth.

Protective and marine coatings organic sales increased by a double-digit percentage compared to the prior-year quarter, including higher sales volumes in the Asia-Pacific region. Increased sales volumes were driven by share gains in both protective and marine, reflecting demand for PPG's sustainably-advantaged products.

Traffic solutions organic sales increased a mid-single-digit percentage compared to the prior year quarter driven by higher sales volumes, partially offset by lower selling prices. Traffic solutions benefited from strong demand and increased sales volumes across the U.S. and Canada.

Segment income was $356 million, an increase of 9% versus the prior year, primarily due to higher organic sales stemming from sales of technology-advantaged products and digital subscriptions.

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Six Months Ended June 30, 2025

Performance Coatings net sales increased due to the following:

● Higher sales volumes (+5%)

● Higher selling prices (+2%)

Automotive refinish coatings organic sales were flat year over year due to higher selling prices offset by lower sales volumes. Year-to-date benefits from share gains and customer order patterns partially offset lower industry collision claims.

Aerospace coatings organic sales increased by a high single-digit percentage year over year, led by higher selling prices and sales volumes. Demand remained strong, and customer order backlogs were stable at $300 million, even with growth-related investments that improved our output in the quarter.

Protective and marine coatings organic sales increased by a double-digit percentage year over year including higher sales volumes in Europe and the Asia-Pacific region. Increased sales volumes were driven by share gains, reflecting demand for PPG's sustainably-advantaged products.

Traffic solutions organic sales increased by a mid-single-digit percentage year over year driven by higher sales volumes, partially offset by lower selling prices. Traffic solutions benefited from strong demand and increased sales volumes across the U.S. and Canada.

Segment income was $630 million, an increase of 9% versus the prior year, primarily due to higher organic sales stemming from sales of technology-advantaged products and digital subscriptions.

Looking Ahead

Continued strength is anticipated in aerospace coatings as well as protective and marine coatings. While automotive refinish coatings continues to gain share through demand for the Company's bundled coatings and services business model, lower organic sales are anticipated due to customer order patterns and weak industry collision claims. Traffic solutions is expected to follow typical seasonal trends and is well positioned to continue to benefit in the near term from increased U.S. infrastructure spending. Third quarter aggregate organic sales for the segment are anticipated to increase by a low single-digit percentage to a mid-single-digit percentage compared to the third quarter 2024.

Industrial Coatings


	Three Months Ended June 30		$ Change	% Change		Six Months Ended June 30		$ Change	% Change
($ in millions, except percentages)	2025	2024	2025 vs. 2024	2025 vs. 2024		2025	2024	2025 vs. 2024	2025 vs. 2024
Net sales	$1,665	$1,747	($82)	(4.7)	%	$3,227	$3,446	($219)	(6.4)	%
Segment income	$227	$259	($32)	(12.4)	%	$442	$508	($66)	(13.0)	%
Depreciation and amortization expense	$49	$53	($4)	(7.5)	%	$96	$105	($9)	(8.6)	%
Segment EBITDA	$276	$312	($36)	(11.5)	%	$538	$613	($75)	(12.2)	%

Three Months Ended June 30, 2025

Industrial Coatings segment net sales decreased due to the following:

● Divestiture-related sales (-5%)

● Lower selling prices (-1%)

Partially offset by:

● Favorable foreign currency translation (+1%)

Automotive OEM coatings organic sales decreased by a low single-digit percentage compared to the prior-year quarter driven by lower sales volumes and lower index-based selling prices for certain customer contracts. Sales volumes decreased in the U.S. and Europe due to lower industry build rates. These declines were partially offset by sales volume growth in the Asia Pacific region and Latin America, including share gains in Brazil.

In the industrial coatings business, organic sales decreased by a low single-digit percentage compared to the prior- year quarter due to lower index-based selling prices. Sales volumes were flat with increases in Latin America offset

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by decreases in the U.S. and the Asia Pacific region. Sales in several product categories were above prior-year levels, including solid growth in general finishes and coil. The most pronounced weakness was in extrusion and consumer electronics as those markets slowed due to tariff uncertainty.

Packaging coatings organic sales increased by a high single-digit percentage compared to the prior-year quarter due to higher sales volumes in all regions driven by share gains, including in Europe aided by regional regulations, partially offset by lower, index-based prices. Globally, beverage, food, and personal care packaging demand is solid, and PPG sales volume growth is outpacing the market.

Specialty products organic sales increased by a low single-digit percentage compared to the prior-year quarter due to higher sales volumes.

Segment income was $227 million, a decrease of 12% versus the prior year, driven by lower organic sales, including price decreases due to index-based contracts, and the unfavorable impact of the divestiture of the global silicas business, partially offset by cost-control actions and manufacturing efficiencies.

Six Months Ended June 30, 2025

Industrial Coatings segment net sales decreased due to the following:

● Divestiture-related sales (-4%)

● Lower index-based selling prices (-1%)

● Unfavorable foreign currency translation (-1%)

Automotive OEM coatings organic sales decreased by a low single-digit percentage year over year driven by lower sales volumes and lower index-based selling prices for certain customer contracts. Sales volumes decreased in the U.S. and Europe due to lower automotive industry build rates, partially offset by sales volume growth in China and Latin America.

In the industrial coatings business, organic sales decreased by a low single-digit percentage year over year, driven by lower index-based prices. Sales volumes increased slightly, with higher sales volumes in the U.S., Europe and Latin America partially offset by lower sales volumes in the Asia Pacific region.

Packaging coatings organic sales increased by a mid-single-digit percentage year over year due to higher sales volumes in all regions, partially offset by lower index-based prices.

Specialty products organic sales increased by a mid-single-digit percentage compared to the prior-year due to higher sales volumes and selling prices.

Segment income was $442 million, a decrease of 13% versus the prior year, primarily due to lower organic sales, including price decreases due to index-based contracts, and the unfavorable impact of the divestiture of the global silicas business, partially offset by cost-control actions and manufacturing efficiencies.

Looking Ahead

Global industrial production has flattened, and the macro environment in the third quarter is expected to be similar to the second quarter. The Company's share gains in packaging, industrial and automotive OEM are yielding benefits, and the automotive OEM coatings business is expected to outperform the market beginning in the third quarter. As a result, aggregate organic sales for the segment are anticipated to be in the range of flat to positive a low single-digit percentage compared to the third quarter 2024.

Tariff Impact and Mitigation

PPG is impacted by the economic and political conditions in the markets we serve, which includes effects related to the imposition and magnitude of tariffs. The current global macroeconomic environment is highly dynamic, and we continue to monitor changes to tariffs and the corresponding impacts on our business. PPG did not experience a significant decrease in customer demand, significant increase in raw material costs, or other significant adverse impacts related to tariffs during the first six months of 2025. The Company continues to monitor overall economic demand and customer order patterns and is prepared to take actions intended to mitigate adverse impacts, as necessary, through supply chain contingency plans, pricing actions, and/or cost reduction actions.

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Liquidity and Capital Resources

PPG had cash and short-term investments totaling $1.6 billion and $1.4 billion at June 30, 2025 and December 31, 2024, respectively.

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

Cash from operating activities - continuing operations

Cash from operating activities - continuing operations for the six months ended June 30, 2025 and 2024 was $371 million and $348 million, respectively. The $23 million increase was primarily due to favorable changes in working capital for the six months ended June 30, 2025 compared to the prior year.

Operating Working Capital

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


($ in millions, except percentages)	June 30, 2025		December 31, 2024		June 30, 2024
Trade receivables, net	$3,314		$2,477		$3,062
Inventories, FIFO	2,404		2,015		2,241
Trade creditors’ liabilities	2,469		2,161		2,461
Operating working capital	$3,249		$2,331		$2,842
Operating working capital as a % of sales	19.4	%	15.6	%	16.8	%
Days sales outstanding	64		51		59

Environmental


	Three Months Ended June 30		Six Months Ended June 30
($ in millions)	2025	2024	2025	2024
Cash outlays for environmental remediation activities	$7	$5	$10	$13


($ in millions)			Remainder of 2025						Annually 2026 - 2029
Projected future cash outlays for environmental remediation activities			$20 - $40						$20 - $60

Cash used for investing activities - continuing operations

Cash used for investing activities - continuing operations for the six months ended June 30, 2025 and 2024 was $288 million and $363 million, respectively. The $75 million decrease in cash used for investing activities was primarily due to lower capital expenditures compared to the prior year.

Total capital spending is expected to be approximately $725 million to $775 million in 2025 in support of future organic growth opportunities.

Cash from/(used for) financing activities

Cash from financing activities for the six months ended June 30, 2025 was $37 million, and cash used for financing activities for the six months ended June 30, 2024 was $185 million. The $222 million increase in cash from financing activities was primarily due to the proceeds from the issuance of long-term debt, partially offset by higher purchases of treasury stock.

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Credit Agreements

In April 2023, PPG entered into a €500 million term loan credit agreement (the "Term Loan"). The Term Loan contains covenants that are consistent with those in the Credit Agreement discussed below and that are usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. In April 2023, PPG borrowed €500 million under the Term Loan. In December 2023, PPG obtained lender commitments sufficient to increase the size of the Term Loan by €250 million. In January 2024, PPG borrowed the additional €250 million. In December 2024, PPG obtained lender commitments sufficient to increase the size of the Term Loan by €300 million. In January 2025, PPG borrowed the additional €300 million.

In July 2023, PPG amended and restated its five-year credit agreement (the "Credit Agreement") dated as of August 30, 2019, extending the term through July 27, 2028. The amended and restated Credit Agreement provides for a $2.3 billion unsecured revolving credit facility. The Company has the ability to increase the size of the Credit Agreement by up to an additional $750 million, subject to the receipt of lender commitments and other conditions precedent. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. There were no amounts outstanding under the Credit Agreement as of June 30, 2025 and December 31, 2024.

The Term Loan and the Credit Agreement require the Company to maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Term Loan and the Credit Agreement, of 60% or less; provided, that for any fiscal quarter in which the Company has made an acquisition for consideration in excess of $1 billion and for the next five fiscal quarters thereafter, the ratio of Total Indebtedness to Total Capitalization may not exceed 65% at any time. As of June 30, 2025, Total Indebtedness to Total Capitalization as defined under the Credit Agreement was 48%.

The Credit Agreement also supports the Company’s commercial paper borrowings which are classified as long-term based on PPG’s intent and ability to refinance these borrowings on a long-term basis. There were no commercial paper borrowings outstanding as of June 30, 2025 and December 31, 2024.

Other Debt Issued and Repaid

In March 2025, PPG completed a public offering of €900 million 3.250% Notes due 2032. Refer to Note 7, “Borrowings” in Part I, Item 1 of this Form 10-Q for additional information.

In June 2025, PPG's €300 million 1.875% notes matured, and the Company repaid this obligation using cash on hand.

Other Liquidity Information

Restructuring

Aggregate restructuring savings were approximately $20 million in the second quarter 2025. Total restructuring savings are expected to be approximately $75 million in 2025. In addition, the Company continues to review its cost structure to identify additional cost savings opportunities. Refer to Note 6, “Business Restructuring” in Part I, Item 1 of this Form 10-Q for further details on the Company's business restructuring programs. We expect cash outlays related to restructuring actions of approximately $125 million in 2025.

Currency

Comparing spot exchange rates at June 30, 2025 and at December 31, 2024, the U.S. dollar weakened against the currencies of many countries within the regions PPG operates, most notably the Mexican peso and the euro. As a result, consolidated net assets at June 30, 2025 increased by $773 million compared to December 31, 2024.

Comparing average exchange rates during the first six months of 2025 to those of the first six months of 2024, the U.S. dollar strengthened against the currencies of many countries where PPG operates, including the Mexican peso. This had an unfavorable impact on Income before income taxes for the six months ended June 30, 2025 of $30 million from the translation of these foreign earnings into U.S. dollars.

New Accounting Standards

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

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Commitments and Contingent Liabilities, including Environmental Matters

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

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

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

Critical Accounting Estimates

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

For a comprehensive discussion of the Company’s critical accounting estimates, see Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K. There were no material changes in the Company’s critical accounting estimates from the 2024 Form 10-K.

Forward-Looking Statements

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

Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include statements related to earnings guidance, global economic conditions, geopolitical issues, increasing price and product competition by our competitors, fluctuations in cost and availability of raw materials, energy, labor and logistics, the ability to achieve selling price increases, margins, share gains, customer inventory levels, PPG inventory levels, our ability to maintain favorable supplier relationships and arrangements, the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings opportunities, the timing and expected benefits of our acquisitions, difficulties in integrating acquired businesses and achieving expected synergies therefrom, the amount of future share repurchases, economic and political conditions in the markets we serve, the imposition and magnitude of tariffs, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions, cybersecurity events, global human health issues, the unpredictability of existing and possible future litigation, including asbestos litigation, and government investigations. However, it is not possible to predict or identify all such factors.

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Consequently, while the list of factors presented here and in the 2024 Form 10-K under Item 1A is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or income, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of the 2024 Form 10-K and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk

We conduct operations in many countries around the world. Our results of operations are subject to both currency transaction risk and currency translation risk. Certain foreign currency forward contracts outstanding during 2025 and 2024 served as a hedge of a portion of PPG’s exposure to foreign currency transaction risk. The fair value of these contracts were net assets of $40 million and net liabilities of $53 million as of June 30, 2025 and December 31, 2024, respectively. The potential reduction in PPG's Income before income taxes resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European and Canadian currencies and 20% for Asian and Latin American currencies was $495 million for the six months ended June 30, 2025 and $429 million for the year ended December 31, 2024.

PPG had U.S. dollar to euro cross currency swap contracts with a total notional amount of $375 million as of both June 30, 2025 and December 31, 2024. The fair value of these contracts were net assets of $9 million and $50 million as of June 30, 2025 and December 31, 2024, 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 $39 million and $31 million at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, PPG had non-U.S. dollar denominated borrowings outstanding of $4.8 billion and $3.3 billion, respectively. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses on these borrowings of $537 million at June 30, 2025 and $369 million at December 31, 2024.

Interest Rate Risk

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to minimize its interest costs. PPG has interest rate swaps which converted $375 million of fixed rate debt to variable rate debt as of both June 30, 2025 and December 31, 2024. The fair values of these contracts were liabilities of $8 million and $16 million as of June 30, 2025 and December 31, 2024, respectively. An increase in variable interest rates of 10% would have lowered the fair values of these swaps and increased annual interest expense by $4 million and $5 million for the periods ended June 30, 2025 and December 31, 2024, respectively. Considering the debt balance outstanding at June 30, 2025 and December 31, 2024, 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 $3 million for both the periods ended June 30, 2025 and December 31, 2024. Further a 10% reduction in interest rates would have increased the fair value of the Company's fixed rate debt by approximately $84 million and $77 million at June 30, 2025 and December 31, 2024, respectively; however, such changes would not have had an effect on PPG's Income before income taxes or cash flows.

There were no other material changes in the Company’s exposure to market risk from December 31, 2024 to June 30, 2025. Refer to Note 12, “Financial Instruments, Hedging Activities and Fair Value Measurements” in Part I, Item 1 of this Form 10-Q for a description of our instruments subject to market risk.

Item 4. Controls and Procedures

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

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Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

From the late 1880’s until the early 1970’s, PPG owned property located in Cadogan and North Buffalo Townships, Pennsylvania which was used for the disposal of solid waste from PPG’s former glass manufacturing facility in Ford City, Pennsylvania. In October 2018, the Pennsylvania Department of Environmental Protection (the “DEP”) approved PPG’s cleanup plan for the Cadogan Property. In April 2019, PPG and the DEP entered into a consent order and agreement (“CO&A”) which incorporated PPG’s approved cleanup plan and a draft final permit for the collection and discharge of seeps emanating from the former disposal area. The CO&A includes a civil penalty of $1.2 million for alleged past unauthorized discharges. PPG’s former disposal area is also the subject of a citizens’ suit filed by the Sierra Club and PennEnvironment seeking remedial measures beyond the measures specified in PPG’s approved cleanup plan, a civil penalty in addition to the penalty included in the CO&A and plaintiffs’ attorneys fees. PPG and the plaintiffs settled plaintiffs’ claims for injunctive relief and PPG agreed to enhancements to the DEP approved cleanup plan and a $250,000 donation to a Pennsylvania nonprofit organization. This settlement has been memorialized by an amendment to the CO&A which was appended to a Consent Agreement between PPG and the plaintiffs which has been entered by the federal court. The remaining claims in the case for attorneys’ fees and a civil penalty are not affected by this settlement. A trial on the issue of a civil penalty under the Clean Water Act was held in June 2024. Following the trial, the 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

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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. A bench trial for the PPG Lawsuit was held in the Delaware Court of Chancery in May 2025. PPG expects a decision from the trial court in the third quarter 2025. PPG believes the risk of loss associated with this matter is remote.

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

Item 1A. Risk Factors

There were no material changes in the Company’s risk factors from the risks disclosed in the 2024 Form 10-K.

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

Issuer Purchases of Equity Securities

The following table summarizes the Company's stock repurchase activity for the three months ended June 30, 2025:


Month	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Number of Shares That May Yet Be Purchased Under the Programs (1)
April 2025
Repurchase program	—	$—	—	21,851,209
May 2025
Repurchase program	656,169	$111.37	656,169	20,809,084
June 2025
Repurchase program	689,305	$111.60	689,305	19,593,166
Total quarter ended June 30, 2025
Repurchase program	1,345,474	$111.48	1,345,474	19,593,166

(1)In December 2017, PPG's board of directors approved a $2.5 billion share repurchase program. In April 2024, PPG's Board of Directors authorized the repurchase of an additional $2.5 billion of outstanding common stock. The remaining shares yet to be purchased under the program have been calculated using PPG’s closing stock price on the last business day of the respective month. This repurchase program has no expiration date.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and executive officers during the three months ended June 30, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:


Name and Title			Action			Date of Action			Scheduled Expiration Date (1)			Aggregate Number of Securities to be Purchased or Sold (2)
Vincent J. Morales Senior Vice President and Chief Financial Officer			Adopt			5/2/2025			7/31/2026			Sale of up to 34,872 shares of common stock upon the exercise of stock options if the market price of the Company's common stock exceeds certain specified price targets.

1.This trading plan may also expire prior to the scheduled expiration date if all transactions under the trading plan are completed before the scheduled expiration date.

2.Aggregate number of shares in this column includes shares that may be forfeited or withheld to satisfy exercise price and tax obligations at the time of exercise.

Item 6. Exhibits

See the Index to Exhibits on page 44.

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Index to Exhibits

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


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

† Filed herewith.

†† Furnished herewith.

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

**Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL: (i) the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Balance Sheet at June 30, 2025 and December 31, 2024, (iii) the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2025 and 2024, and (iv) Notes to Condensed Consolidated Financial Statements for the six months ended June 30, 2025.

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SIGNATURES

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


			PPG INDUSTRIES, INC.
			(Registrant)

Date:	July 30, 2025	By:	/s/ Vincent J. Morales
			Vincent J. Morales
			Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

		By:	/s/ Brian R. Williams
			Brian R. Williams
			Vice President and Controller (Principal Accounting Officer and Duly Authorized Officer)