On June 28, 2018, PPG Industries, Inc. (“PPG” or the “Company”) issued a press release announcing the completion of the Company’s previously announced investigation and restatement of its financial results, including the filing of an amended annual report on Form 10-K/A for the year ended December 31, 2017 (the “Form 10-K/A”), which includes consolidated financial statements for the years ended December 31, 2015, 2016 and 2017. In the Form 10-K/A, the Company has restated the audited consolidated financial statements for the years ended December 31, 2016 and 2017, and certain unaudited quarterly results related to the three months ended December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017.

The Company also filed its quarterly report on Form 10-Q for the quarter ended March 31, 2018.

A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, except if PPG specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

On June 27, 2018, PPG, in consultation with the Audit Committee of the Board of Directors and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), concluded that the Company’s consolidated financial statements for the year ended December 31, 2016 included in its annual report on Form 10-K and the related report of PwC, and the final quarterly period in 2016, should no longer be relied upon because of certain misstatements contained in those financial statements.

As discussed in the Form 10-K/A, the Audit Committee of the Company’s Board of Directors oversaw an investigation of the matters set forth in the report received through the Company’s internal reporting system, with the assistance of outside counsel and forensic accountants. The investigation identified the following items with respect to the year ended December 31, 2016: (1) improper classification in the consolidated statement of income of the release of a reserve related to the Company’s 2015 business restructuring program in the amount of $3.4 million and (2) an improper reduction in the payout assumption for certain performance-based restricted stock units that had the impact of recognizing a $6.8 million reduction in stock-based compensation expense in the fourth quarter of 2016. In the first quarter of 2017, the payout assumption for these same performance-based restricted stock units was increased, resulting in $6.8 million of stock-based compensation expense in the first quarter of 2017 that would not have been recorded if the payout assumption had not been reduced in the fourth quarter of 2016.

As a result of the findings of the internal investigation, the Company has determined to correct the misstatements in the Company’s previously issued financial statements for the year ended 2016 and the final quarterly period in 2016 in the Form 10-K/A.

The Audit Committee of the Board of Directors has discussed the matters disclosed in this Item 4.02 with PwC.

(d) Exhibits. The following exhibit is being furnished as part of this Report.

PPG INDUSTRIES INC Exhibit
EX-99.1 2 exhibit991june282018.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NewsPPG Media Contact: Mark SilveyCorporate [email protected] Investor Contact: John BrunoInvestor [email protected] investor.ppg.comPPG completes internal investigation and files restated financial reportsPITTSBURGH,…
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About PPG INDUSTRIES, INC. (NYSE:PPG)

PPG Industries, Inc. (PPG) manufactures and distributes a range of coatings, specialty materials and glass products. PPG operates through three business segments: Performance Coatings, Industrial Coatings and Glass. The Performance Coatings segment consists of the refinish, aerospace, protective and marine, architectural-Americas and Asia Pacific, and architectural-EMEA coatings businesses. The Industrial Coatings segment consists of the automotive original equipment manufacturer (OEM), industrial coatings, packaging coatings, and specialty coatings and materials businesses. Industrial, automotive OEM, packaging coatings, and specialty coatings and materials products are formulated specifically for the customers’ needs and application methods. The Glass segment consists of the flat glass and fiberglass businesses. The Company’s brands include SIKKENS, PPG PITTSBURGH PAINTS, MULCO, FLOOD, LIQUID NAILS, SICO, CIL, RENNER, TAUBMANS, WHITE KNIGHT and BRISTOL.