UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 5, 2020 |
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| PPG INDUSTRIES, INC. |
| (Exact Name of Registrant as Specified in Charter) |
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| Pennsylvania | | 001-1687 | | 25-0730780 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
One PPG Place, Pittsburgh, Pennsylvania, 15272
(Address of Principal Executive Offices, and Zip Code)
(412) 434-3131
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
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| 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 2022 | | PPG 22 | | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 2.05 | | Costs Associated with Exit or Disposal Activities. |
On June 5, 2020, PPG Industries, Inc. (the “Company”) approved a cost savings program that includes actions to reduce its global cost structure. The program addresses weakened global economic conditions stemming from the COVID-19 pandemic and related pace of recovery in a few end-use markets along with further opportunities to optimize supply chain and functional costs. A pretax restructuring charge of $160 to $180 million, based on current exchange rates, will be recorded in PPG’s second quarter 2020 financial results. Nearly all of this charge represents employee severance and other cash costs. As a result of this program, the Company expects to incur over the life of the program approximately $10 million of incremental non-cash accelerated depreciation expense for certain assets due to their reduced expected asset life. In addition, other cash costs of approximately $10 million will be incurred over the duration of this program, consisting of incremental restructuring-related cash costs for certain items that are required to be expensed on an as-incurred basis. The majority of restructuring actions are expected to be completed by the end of 2020 with the remainder of the actions expected to be completed in 2021. The Company expects the cash payback of the restructuring program to be approximately one year and full year run rate savings of about $170 million upon completion of the program.
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| Item 7.01 | | Regulation FD Disclosure. |
On June 8, 2020, the Company issued the press release attached hereto as Exhibit 99 and incorporated herein by reference. The information furnished pursuant to this Item 7.01 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, except if the Company specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
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| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number | | Description |
| 99 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
Statements in this Form 8-K relating to matters that are not historical facts are forward-looking statements within the meaning of the within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, reflecting the Company’s current view with respect to future events or objectives and financial or operational performance or results. The forward-looking statements contained herein include statements relating to the timing of and ability to realize the expected cost savings from the restructuring initiatives, the amount of the expected earnings charge, the amount of the expected cash and severance costs, the amount of the incremental non-cash accelerated depreciation expense and the amount of the expected full year run rate savings. Actual events may differ materially from current expectations and are subject to a number of risks and uncertainties, including the actual cost of the restructuring actions, the ability to realize the expected cost savings, the ability to realize the expected cost savings within the anticipated time frame, and the other risks and uncertainties discussed in the Company’s periodic reports on Form 10-K and Form 10-Q and its current reports on Form 8-K filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of their initial issuance, and the Company does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | PPG INDUSTRIES, INC. |
| | | (Registrant) |
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| Date: June 8, 2020 | By: | /s/ Vincent J. Morales |
| | | Vincent J. Morales |
| | | Senior Vice President and Chief Financial Officer |
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