PPG INDUSTRIES INC (Form: 8-K, Received: 06/18/2015 17:28:30)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2015

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)




Pennsylvania	001-1687	25-0730780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania		15272
(Address of principal executive offices)		(Zip Code)



Registrant’s telephone number, including area code:	(412) 434-3131

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the two-for-one stock split of the common stock of PPG Industries, Inc. (the “Company”), effected in the form of a 100% stock dividend paid on June 12, 2015, the Board of Directors of the Company approved an Amendment to the Company’s Restated Articles of Incorporation (the “Articles of Incorporation”). As authorized by Pennsylvania law, the Amendment to the Articles of Incorporation increased the number of shares of authorized common stock of the Company in the same proportion by which the number of shares distributed in the stock dividend increased the number of shares of issued common stock (which doubled the number of shares of authorized common stock). The Amendment increased the number of shares of common stock authorized under the Articles of Incorporation to 1,200,000,000 shares, and increased the total number of shares authorized in the Articles of Incorporation to 1,210,000,000 shares (which includes, in the aggregate, the authorized shares of common stock and 10,000,000 authorized shares of preferred stock). The number of shares of authorized preferred stock did not change as a result of the Amendment.

The Amendment to the Articles of Incorporation, which was effective on June 12, 2015, is filed as Exhibit 3.1 hereto and incorporated herein by reference.



Item 7.01.	Regulation FD Disclosure.

To recast historical adjusted earnings per share for the two-for-one stock split of its common stock, the Company is furnishing as Exhibit 99.1 an unaudited reconciliation of adjusted net income and adjusted earnings per diluted share from continuing operations and discontinued operations to net income and earnings per diluted share from continuing operations and discontinued operations, excluding certain one time items.



Item 8.01.	Other Events.

The Company completed a two-for-one stock split of its common stock, effected in the form of a 100% stock dividend, which was paid on June 12, 2015.

The shares of common stock, par value $1.66 2/3 per share, are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and listed on the New York Stock Exchange.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this Report



Exhibit Number		Description

3.1		Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc. effective June 12, 2015.
99.1		Unaudited reconciliation of adjusted net income and adjusted earnings per diluted share from continuing operations and discontinued operations.

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.



		PPG INDUSTRIES, INC.
		(Registrant)

Date: June 18, 2015	By:	/s/ Frank S. Sklarsky
		Frank S. Sklarsky
		Executive Vice President and Chief Financial Officer



Exhibit Number		Description
3.1		Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc. effective June 12, 2015.
99.1		Unaudited reconciliation of adjusted net income and adjusted earnings per diluted share from continuing operations and discontinued operations.

ARTICLES OF AMENDMENT

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is: PPG Industries, Inc.

The address of the corporation’s current registered office is: One PPG Place, Pittsburgh, Pennsylvania 15272 (which is located in Allegheny County)

The statute under which the corporation was originally incorporated: See Exhibit B attached

The date of its incorporation is: August 24, 1883

The amendment shall be effective upon the filing of these Articles of Amendment in the Department State.

The amendment was adopted by the board of directors of the corporation pursuant to 15 Pa. C.S. § 1914(c).

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 12 ^th day of June, 2015.



		PPG INDUSTRIES, INC.

		/s/ Charles E. Bunch
		Chairman and Chief Executive Officer

RESOLVED, that in connection with the separately approved distribution of authorized but unissued shares of the common stock, par value $1.66 2/3 per share (the “Common Stock”), of PPG Industries, Inc. (the “Company”) to be made on June 12, 2015, to the holders of the issued shares of the Common Stock on the basis of one share for each share held at the close of business on May 11, 2015 (the “Common Stock Distribution”), and pursuant to Section 1914(c)(3)(iii) of the Pennsylvania Business Corporation Law, the Board of Directors hereby proposes and adopts an amendment of the Restated Articles of Incorporation of the Company (the “Amendment”) whereby the first paragraph of Article Fifth of the Restated Articles of Incorporation of the Company shall be amended and restated to read in its entirety as follows:

“ ‘FIFTH. 5.1 The aggregate number of shares of all classes of capital stock which the corporation shall have authority to issue is 1,210,000,000, of which 10,000,000 shares shall be Preferred Stock, without par value, issuable in one or more series and 1,200,000,000 shares shall be Common Stock, par value

$1.66 2/3 per share.’ ”

The corporation was formed under the Act of the General Assembly of the Commonwealth of Pennsylvania dated the 29th day of April, 1874, as shown by its Certificate of Incorporation dated the 24th day of August, 1883, and thereafter reincorporated as a consolidated corporation under the Act of the General Assembly of the Commonwealth of Pennsylvania dated the 3rd day of May, 1909, as shown by Letters Patent of such consolidated corporation issued by the Governor of the Commonwealth and dated the 3rd day of November, 1920.

1 1st Quarter Reporting Period Adjusted EPS* Reconciliation *Earnings per diluted share EXHIBIT 99.1 Amounts in millions, except EPS* Net Income EPS* Net Income EPS* Net Income EPS* Year 2015 Net Income Attributable to PPG as Reported 320$ 1.16$ 2$ 0.01$ 322$ 1.17$ Transaction-related costs 6 0.02 - - 6 0.02 Adjusted Net Income Attributable to PPG 326$ 1.18$ 2$ 0.01$ 328$ 1.19$ Year 2014 Net Income Attributable to PPG as Reported 277$ 0.98$ 985$ 3.50$ 1,262$ 4.48$ Transaction-related costs 2 0.01 - - 2 0.01 Adjusted Net Income Attributable to PPG 279$ 0.99$ 985$ 3.50$ 1,264$ 4.49$ Year 2013 Net Income Attributable to PPG, as Reported 191$ 0.64$ 2,219$ 7.51$ 2,410$ 8.15$ Legacy pension and environmental costs 21 0.07 - - 21 0.07 Transaction-related costs 5 0.01 - - 5 0.01 U.S. tax law change enacted in 2013 (10) (0.03) - - (10) (0.03) Adjusted Net Income Attributable to PPG 207$ 0.69$ 2,219$ 7.51$ 2,426$ 8.20$ Year 2012 Net Income/(Loss) Attributable to PPG, as Reported (49)$ (0.16)$ 61$ 0.20$ 12$ 0.04$ Business restructuring 137 0.45 26 0.08 163 0.53 Environmental remediation costs 99 0.32 - - 99 0.32 Transaction-related costs 4 0.01 - - 4 0.01 Adjusted Net Income Attributable to PPG 191$ 0.62$ 87$ 0.28$ 278$ 0.90$ Year 2011 Net Income Attributable to PPG, as Reported 144$ 0.44 84$ 0.26$ 228$ 0.70$ Total PPGContinued Operations Discontinued Operations

2 Adjusted EPS* Reconciliation 2nd Quarter Reporting Period *Earnings per diluted share Amounts in millions, except EPS* Net Income EPS* Net Income EPS* Net Income EPS* Year 2014 Net Income Attributable to PPG as Reported 393$ 1.40$ (7)$ (0.02)$ 386$ 1.38$ Transaction-related costs 2 0.01 - - 2 0.01 Pension settlement charge 3 0.01 - - 3 0.01 Adjusted Net Income Attributable to PPG 398$ 1.42$ (7)$ (0.02)$ 391$ 1.40$ Year 2013 Net Income Attributable to PPG as Reported 318$ 1.09$ 23$ 0.08$ 341$ 1.17$ Transaction-related costs 13 0.05 2 0.01 15 0.06 Adjusted Net Income Attributable to PPG 331$ 1.14$ 25$ 0.09$ 356$ 1.23$ Year 2012 Net Income Attributable to PPG as Reported 266$ 0.86$ 96$ 0.31$ 362$ 1.17$ Business separation costs - - 3 0.01 3 0.01 Adjusted Net Income Attributable to PPG 266$ 0.86$ 99$ 0.32$ 365$ 1.18$ Year 2011 Net Income Attributable to PPG as Reported 245$ 0.76$ 95$ 0.30$ 340$ 1.06$ Continued Operations Discontinued Operations Total PPG

3 3rd Quarter Reporting Period *Earnings per diluted share Adjusted EPS* Reconciliation Amounts in millions, except EPS* Net Income EPS* Net Income EPS* Net Income EPS* Year 2014 Net Income Attributable to PPG as Reported 377$ 1.35$ (6)$ (0.02)$ 371$ 1.33$ Transaction-related costs 2 0.01 - - 2 0.01 Pension settlement charge 2 0.01 - - 2 0.01 Legacy environmental reserves 86 0.30 - - 86 0.30 Gain on asset sales (73) (0.26) - - (73) (0.26) Adjusted Net Income Attributable to PPG 394$ 1.41$ (6)$ (0.02)$ 388$ 1.39$ Year 2013 Net Income Attributable to PPG as Reported 204$ 0.70$ 22$ 0.08$ 226$ 0.78$ Transaction-related costs 3 0.01 1 - 4 0.01 Legacy environmental reserves 56 0.19 - - 56 0.19 Business restructuring 73 0.25 - - 73 0.25 Adjusted Net Income Attributable to PPG 336$ 1.15$ 23$ 0.08$ 359$ 1.23$ Year 2012 Net Income Attributable to PPG as Reported 269$ 0.86$ 70$ 0.23$ 339$ 1.09$ Business separation costs - - 9 0.03 9 0.03 Adjusted Net Income Attributable to PPG 269$ 0.86$ 79$ 0.26$ 348$ 1.12$ Year 2011 Net Income Attributable to PPG as Reported 223$ 0.70$ 88$ 0.28$ 311$ 0.98$ Continued Operations Discontinued Operations Total PPG

4 Adjusted EPS* Reconciliation 4th Quarter Reporting Period *Earnings per diluted share Amounts in millions, except EPS* Net Income EPS* Net Income EPS* Net Income EPS* Year 2014 Net Income Attributable to PPG as Reported 86$ 0.31$ (3)$ (0.01)$ 83$ 0.30$ Debt refinancing charge 200 0.72 - - 200 0.72 Transaction-related costs 36 0.13 - - 36 0.13 Favorable foreign tax ruling (29) (0.11) - - (29) (0.11) Adjusted Net Income Attributable to PPG 293$ 1.05$ (3)$ (0.01)$ 290$ 1.04$ Year 2013 Net Income Attributable to PPG as Reported 237$ 0.83$ 17$ 0.05$ 254$ 0.88$ Transaction-related costs 3 0.01 1 0.01 4 0.02 Adjusted Net Income Attributable to PPG 240$ 0.84$ 18$ 0.06$ 258$ 0.90$ Year 2012 Net Income Attributable to PPG as Reported 175$ 0.56$ 52$ 0.17$ 227$ 0.73$ Business separation costs 3 0.01 8 0.02 11 0.03 Adjusted Net Income Attributable to PPG 178$ 0.57$ 60$ 0.19$ 238$ 0.76$ Year 2011 Net Income Attributable to PPG as Reported 166$ 0.53$ 50$ 0.16$ 216$ 0.69$ Continued Operations Discontinued Operations Total PPG

5 PPG Adjusted Earnings Per Diluted Share Trend Reconciliation Amounts in Millions of USD except EPS Adjusted EPS from Continuing Operations Y-O-Y Change in Adjusted EPS from Continuing Operations Period 2011 2012 2013 2014 2012 vs. 2011 2013 vs. 2012 2014 vs. 2013 1Q $ 0.44 $ 0.62 $ 0.69 $ 0.99 $ 0.18 $ 0.07 $ 0.30 2Q 0.76 0.86 1.14 1.42 0.10 0.28 0.28 3Q 0.70 0.86 1.15 1.41 0.16 0.29 0.26 4Q 0.53 0.57 0.84 1.05 0.04 0.27 0.21 Full Year* $ 2.44 $ 2.92 $ 3.83 $ 4.88 $ 0.48 $ 0.91 $ 1.05 *Full year diluted EPS was calculated using the full year weighted average shares outstanding. As such, the sum of the quarters may not equal the total EPS for the year. Year over year percentage increase in diluted EPS +20% +31% +27%