Pennsylvania
|
|
25-0730780
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
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One PPG Place, Pittsburgh, Pennsylvania
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15272
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
|
o
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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|
|
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PAGE(S)
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Item 1.
|
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Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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Item 1.
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||
Item 1A.
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||
Item 2.
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||
Item 6.
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||
Signature
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|
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Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Net sales
|
$
|
3,331
|
|
|
$
|
3,333
|
|
Cost of sales, exclusive of depreciation and amortization
|
1,947
|
|
|
1,946
|
|
||
Selling, general and administrative
|
797
|
|
|
823
|
|
||
Depreciation
|
81
|
|
|
79
|
|
||
Amortization (Note 7)
|
26
|
|
|
29
|
|
||
Research and development
|
115
|
|
|
110
|
|
||
Interest expense
|
53
|
|
|
51
|
|
||
Interest income
|
(10
|
)
|
|
(10
|
)
|
||
Business restructuring (Note 8)
|
—
|
|
|
208
|
|
||
Asbestos settlement – net (Note 20)
|
3
|
|
|
3
|
|
||
Other charges (Note 20)
|
25
|
|
|
170
|
|
||
Other earnings
|
(24
|
)
|
|
(29
|
)
|
||
Income (loss) before income taxes
|
318
|
|
|
(47
|
)
|
||
Income tax expense (benefit) (Note 12)
|
64
|
|
|
(31
|
)
|
||
Income (loss) from continuing operations
|
254
|
|
|
(16
|
)
|
||
Income from discontinued operations, net of income taxes (Note 5)
|
2,191
|
|
|
67
|
|
||
Net income attributable to the controlling and noncontrolling interests
|
2,445
|
|
|
51
|
|
||
Less: Net income attributable to noncontrolling interests
|
(35
|
)
|
|
(38
|
)
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
|
|
|
||||
Amounts attributable to PPG:
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
Income from discontinued operations, net of tax (Note 5)
|
2,191
|
|
|
63
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
|
|
|
||||
Earnings per common share (Note 11):
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
1.50
|
|
|
$
|
(0.33
|
)
|
Income from discontinued operations, net of tax
|
14.99
|
|
|
0.41
|
|
||
Net income (attributable to PPG)
|
$
|
16.49
|
|
|
$
|
0.08
|
|
Earnings per common share – assuming dilution (Note 11):
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
1.48
|
|
|
$
|
(0.32
|
)
|
Income from discontinued operations, net of tax
|
14.83
|
|
|
0.40
|
|
||
Net income (attributable to PPG)
|
$
|
16.31
|
|
|
$
|
0.08
|
|
|
|
|
|
||||
Dividends per common share
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Net income attributable to the controlling and noncontrolling interests
|
$
|
2,445
|
|
|
$
|
51
|
|
Other comprehensive income, net of tax (Note 15):
|
|
|
|
||||
Pension and other postretirement benefits
|
181
|
|
|
8
|
|
||
Unrealized currency translation adjustment
|
(131
|
)
|
|
137
|
|
||
Net change – derivatives
|
5
|
|
|
6
|
|
||
Other comprehensive income, net of tax
|
$
|
55
|
|
|
$
|
151
|
|
Total comprehensive income
|
2,500
|
|
|
202
|
|
||
Less: amounts attributable to noncontrolling interests:
|
|
|
|
||||
Net income
|
(35
|
)
|
|
(38
|
)
|
||
Unrealized currency translation adjustment
|
3
|
|
|
(4
|
)
|
||
Comprehensive income attributable to PPG
|
$
|
2,468
|
|
|
$
|
160
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,021
|
|
|
$
|
1,306
|
|
Short-term investments
|
359
|
|
|
1,087
|
|
||
Receivables (less allowance for doubtful accounts of
$75 and $77)
|
2,824
|
|
|
2,813
|
|
||
Inventories (Note 6)
|
1,698
|
|
|
1,687
|
|
||
Other
|
824
|
|
|
822
|
|
||
Total current assets
|
7,726
|
|
|
7,715
|
|
||
Property (net of accumulated depreciation of $4,581 and $6,142)
|
2,461
|
|
|
2,888
|
|
||
Investments
|
418
|
|
|
422
|
|
||
Goodwill (Note 7)
|
2,694
|
|
|
2,761
|
|
||
Identifiable intangible assets - net (Note 7)
|
1,033
|
|
|
1,085
|
|
||
Other assets
|
1,044
|
|
|
1,007
|
|
||
Total
|
$
|
15,376
|
|
|
$
|
15,878
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt and current portion of long-term debt (Note 9)
|
$
|
48
|
|
|
$
|
642
|
|
Asbestos settlement (Note 20)
|
680
|
|
|
683
|
|
||
Accounts payable and accrued liabilities
|
2,949
|
|
|
3,061
|
|
||
Business restructuring (Note 8)
|
50
|
|
|
75
|
|
||
Total current liabilities
|
3,727
|
|
|
4,461
|
|
||
Long-term debt (Note 9)
|
3,353
|
|
|
3,368
|
|
||
Asbestos settlement (Note 20)
|
240
|
|
|
237
|
|
||
Deferred income taxes
|
235
|
|
|
231
|
|
||
Accrued pensions (Note 13)
|
880
|
|
|
1,057
|
|
||
Other postretirement benefits (Note 13)
|
1,097
|
|
|
1,287
|
|
||
Other liabilities
|
803
|
|
|
915
|
|
||
Total liabilities
|
10,335
|
|
|
11,556
|
|
||
Commitments and contingent liabilities (Note 20)
|
|
|
|
||||
Shareholders’ equity (Note 14):
|
|
|
|
||||
Common stock
|
484
|
|
|
484
|
|
||
Additional paid-in capital
|
888
|
|
|
870
|
|
||
Retained earnings
|
12,196
|
|
|
9,871
|
|
||
Treasury stock, at cost
|
(7,173
|
)
|
|
(5,496
|
)
|
||
Accumulated other comprehensive loss
|
(1,608
|
)
|
|
(1,666
|
)
|
||
Total PPG shareholders’ equity
|
4,787
|
|
|
4,063
|
|
||
Noncontrolling interests
|
254
|
|
|
259
|
|
||
Total shareholders’ equity
|
5,041
|
|
|
4,322
|
|
||
Total
|
$
|
15,376
|
|
|
$
|
15,878
|
|
(Millions)
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net income attributable to controlling and noncontrolling interests
|
$
|
2,445
|
|
|
$
|
51
|
|
Less: Income from discontinued operations, net of income taxes (Note 5)
|
(2,191
|
)
|
|
(67
|
)
|
||
Income (loss) from continuing operations
|
254
|
|
|
(16
|
)
|
||
Adjustments to reconcile net income to cash from operations:
|
|
|
|
||||
Depreciation and amortization
|
107
|
|
|
108
|
|
||
Pension expense (Note 13)
|
31
|
|
|
36
|
|
||
Canadian Pension Settlement Charge (Note 13)
|
18
|
|
|
—
|
|
||
Business restructuring (Note 8)
|
—
|
|
|
208
|
|
||
Environmental remediation charge (Note 20)
|
12
|
|
|
159
|
|
||
Equity affiliate earnings, net of dividends
|
6
|
|
|
(2
|
)
|
||
Asbestos settlement, net of tax
|
2
|
|
|
2
|
|
||
Cash contributions to pension plans
|
(15
|
)
|
|
(16
|
)
|
||
Restructuring cash spending (Note 8)
|
(23
|
)
|
|
(7
|
)
|
||
Change in certain asset and liability accounts:
|
|
|
|
||||
Increase in receivables
|
(324
|
)
|
|
(286
|
)
|
||
Increase in inventories
|
(109
|
)
|
|
(129
|
)
|
||
Increase in other current assets
|
(40
|
)
|
|
(14
|
)
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
(18
|
)
|
|
14
|
|
||
(Increase) decrease in noncurrent assets
|
(46
|
)
|
|
1
|
|
||
Increase (decrease) in noncurrent liabilities
|
13
|
|
|
(12
|
)
|
||
Change in accrued tax and interest
|
25
|
|
|
(70
|
)
|
||
Other
|
14
|
|
|
4
|
|
||
Cash (used for) operating activities - Continuing Operations
|
(93
|
)
|
|
(20
|
)
|
||
Cash from operating activities - Discontinued Operations
|
4
|
|
|
18
|
|
||
Cash used for operating activities
|
(89
|
)
|
|
(2
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital spending:
|
|
|
|
||||
Additions to property and long-term investments
|
(65
|
)
|
|
(57
|
)
|
||
Business acquisitions, net of cash balances acquired (Note 4)
|
—
|
|
|
(44
|
)
|
||
Proceeds from separation and merger of commodity chemicals business, net (Note 5)
|
940
|
|
|
—
|
|
||
Deposit of cash into escrow (Note 4)
|
—
|
|
|
(26
|
)
|
||
Release of cash held in escrow
|
—
|
|
|
19
|
|
||
Purchase of short-term investments
|
(225
|
)
|
|
(50
|
)
|
||
Proceeds from maturity of short-term investments
|
987
|
|
|
—
|
|
||
Payments on cross currency swap contracts
|
(23
|
)
|
|
(41
|
)
|
||
Reductions of other property and investments
|
1
|
|
|
29
|
|
||
Cash from (used for) investing activities - Continuing Operations
|
1,615
|
|
|
(170
|
)
|
||
Cash used for investing activities - Discontinued Operations
|
(1
|
)
|
|
(11
|
)
|
||
Cash from (used for) investing activities
|
1,614
|
|
|
(181
|
)
|
||
Financing activities:
|
|
|
|
||||
Debt:
|
|
|
|
||||
Net change in borrowings with maturities of three months or less
|
6
|
|
|
21
|
|
||
Proceeds from other debt
|
1
|
|
|
—
|
|
||
Repayment of long-term debt (Note 9)
|
(600
|
)
|
|
(71
|
)
|
||
Repayment of acquired debt (Note 9)
|
—
|
|
|
(104
|
)
|
||
Repayment of other debt
|
(1
|
)
|
|
(1
|
)
|
||
Other financing activities:
|
|
|
|
||||
Issuance of treasury stock (Note 14)
|
32
|
|
|
50
|
|
||
Purchase of treasury stock (Note 14)
|
(140
|
)
|
|
(92
|
)
|
||
Dividends paid (Note 14)
|
(84
|
)
|
|
(87
|
)
|
||
Dividends paid on subsidiary common stock to noncontrolling interests (Note 14)
|
(18
|
)
|
|
(15
|
)
|
||
Other
|
4
|
|
|
(13
|
)
|
||
Cash used for financing activities - Continuing Operations
|
(800
|
)
|
|
(312
|
)
|
||
Cash used for financing activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash used for financing activities
|
(800
|
)
|
|
(312
|
)
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(10
|
)
|
|
16
|
|
||
Net increase (decrease) in cash and cash equivalents
|
715
|
|
|
(479
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,306
|
|
|
1,457
|
|
||
Cash and cash equivalents, end of period
|
$
|
2,021
|
|
|
$
|
978
|
|
1.
|
Basis of Presentation
|
2.
|
New Accounting Standards
|
3.
|
Fair Value Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and restricted cash
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Foreign currency contracts
(1)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equity forward arrangement
(1)
|
—
|
|
|
129
|
|
|
—
|
|
|
129
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
(1)
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross currency swaps
(1)
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||
|
|
|
|
|
|
|
|
||||||||
At December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and restricted cash
|
$
|
—
|
|
|
$
|
455
|
|
|
$
|
—
|
|
|
$
|
455
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Foreign currency contracts
(1)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Equity forward arrangement
(1)
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
(1)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross currency swaps
(1)
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
4.
|
Acquisitions
|
5.
|
Separation and Merger Transaction
|
|
Three Months
Ended March 31
|
||||||
Millions
|
2013
|
|
2012
|
||||
Net sales
|
$
|
108
|
|
|
$
|
419
|
|
|
|
|
|
||||
Income from operations
|
$
|
—
|
|
|
$
|
98
|
|
Net gain from separation and merger of commodity chemicals business
|
2,192
|
|
|
—
|
|
||
Income tax expense
|
(1
|
)
|
|
(31
|
)
|
||
Income from discontinued operations, net of tax
|
$
|
2,191
|
|
|
$
|
67
|
|
Less: Net income attributable to non-controlling interests, discontinued operations
|
—
|
|
|
(4
|
)
|
||
Net income from discontinued operations (attributable to PPG)
|
$
|
2,191
|
|
|
$
|
63
|
|
|
December 31,
|
||
Millions
|
2012
|
||
Cash
|
$
|
29
|
|
Receivables
|
245
|
|
|
Inventory
|
76
|
|
|
Other current assets
|
23
|
|
|
Property, plant, and equipment
|
380
|
|
|
Goodwill
|
6
|
|
|
Other non-current assets
|
29
|
|
|
Total assets of the commodity chemicals business
|
$
|
788
|
|
Accounts payable
|
(100
|
)
|
|
Other current liabilities
|
(91
|
)
|
|
Accrued pensions and other post-retirement benefits
|
(233
|
)
|
|
Environmental contingencies
|
(31
|
)
|
|
Other long-term liabilities
|
(59
|
)
|
|
Noncontrolling interests
|
$
|
(18
|
)
|
Net assets of the commodity chemicals business
|
$
|
256
|
|
6.
|
Inventories
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
|
(Millions)
|
||||||
Finished products
|
$
|
1,033
|
|
|
$
|
980
|
|
Work in process
|
153
|
|
|
144
|
|
||
Raw materials
|
443
|
|
|
443
|
|
||
Supplies
|
69
|
|
|
120
|
|
||
Total
|
$
|
1,698
|
|
|
$
|
1,687
|
|
7.
|
Goodwill and Other Identifiable Intangible Assets
|
|
Performance
Coatings
|
|
Industrial
Coatings
|
|
Architectural
Coatings –
EMEA
|
|
Optical
and
Specialty
Materials
|
|
Commodity
Chemicals
|
|
Glass
|
|
Total
|
||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||
Balance, Dec. 31, 2012
|
$
|
1,173
|
|
|
$
|
512
|
|
|
$
|
970
|
|
|
$
|
48
|
|
|
$
|
6
|
|
|
$
|
52
|
|
|
$
|
2,761
|
|
Acquisitions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Separation of commodity chemicals (Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Currency
|
(16
|
)
|
|
(11
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(62
|
)
|
|||||||
Balance, March 31, 2013
|
$
|
1,157
|
|
|
$
|
502
|
|
|
$
|
937
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
2,694
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Acquired technology
|
$
|
508
|
|
|
$
|
(342
|
)
|
|
$
|
166
|
|
|
$
|
516
|
|
|
$
|
(342
|
)
|
|
$
|
174
|
|
Customer-related intangibles
|
962
|
|
|
(476
|
)
|
|
486
|
|
|
1,010
|
|
|
(491
|
)
|
|
519
|
|
||||||
Tradenames
|
114
|
|
|
(54
|
)
|
|
60
|
|
|
120
|
|
|
(57
|
)
|
|
63
|
|
||||||
Other
|
30
|
|
|
(25
|
)
|
|
5
|
|
|
34
|
|
|
(29
|
)
|
|
5
|
|
||||||
Balance
|
$
|
1,614
|
|
|
$
|
(897
|
)
|
|
$
|
717
|
|
|
$
|
1,680
|
|
|
$
|
(919
|
)
|
|
$
|
761
|
|
8.
|
Business Restructuring
|
(Millions, except no. of employees)
|
Severance
and Other
Costs
|
|
Pension
Curtailment
(Gains)/Losses
|
|
Asset
Write-offs
|
|
Total
Reserve
|
|
Employees
Impacted
|
|||||||||
Performance Coatings
|
$
|
55
|
|
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
68
|
|
|
867
|
|
Industrial Coatings
|
38
|
|
|
(1
|
)
|
|
8
|
|
|
45
|
|
|
394
|
|
||||
Architectural Coatings - EMEA
|
61
|
|
|
(5
|
)
|
|
3
|
|
|
59
|
|
|
881
|
|
||||
Optical & Specialty Materials
|
2
|
|
|
—
|
|
|
30
|
|
|
32
|
|
|
50
|
|
||||
Glass
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
36
|
|
||||
Corporate
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
||||
Total
|
$
|
160
|
|
|
$
|
(5
|
)
|
|
$
|
53
|
|
|
$
|
208
|
|
|
2,232
|
|
Activity to date
|
(106
|
)
|
|
5
|
|
|
(53
|
)
|
|
(154
|
)
|
|
(1,909
|
)
|
||||
Currency Impact
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Balance as of March 31, 2013
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
323
|
|
9.
|
Debt
|
10.
|
Investments
|
11.
|
Earnings Per Common Share
|
|
Three Months
Ended March 31 |
|
||||||
(Millions, except per share amounts)
|
2013
|
|
2012
|
|
||||
Earnings per common share (attributable to PPG)
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
|
Income from discontinued operations, net of tax
|
2,191
|
|
|
63
|
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
Weighted average common shares outstanding
|
146.1
|
|
|
152.8
|
|
|
||
Earnings per common share (attributable to PPG):
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
1.50
|
|
|
$
|
(0.33
|
)
|
|
Income from discontinued operations, net of tax
|
14.99
|
|
|
0.41
|
|
|
||
Net income (attributable to PPG)
|
$
|
16.49
|
|
|
$
|
0.08
|
|
|
Earnings per common share - assuming dilution (attributable to PPG)
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
|
Income from discontinued operations, net of tax
|
2,191
|
|
|
63
|
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
Weighted average common shares outstanding
|
146.1
|
|
|
152.8
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
0.9
|
|
|
0.9
|
|
|
||
Other stock compensation plans
|
0.7
|
|
|
0.8
|
|
|
||
Potentially dilutive common shares
|
1.6
|
|
|
1.7
|
|
|
||
Adjusted weighted average common shares outstanding
|
147.7
|
|
|
154.5
|
|
|
||
Earnings per common share - assuming dilution (attributable to PPG):
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
1.48
|
|
|
$
|
(0.32
|
)
|
|
Income from discontinued operations, net of tax
|
14.83
|
|
|
0.40
|
|
|
||
Net income (attributable to PPG)
|
$
|
16.31
|
|
|
$
|
0.08
|
|
|
|
Pensions
|
|
Other Postretirement Benefits
|
||||||||||||
|
Three Months
Ended March 31 |
|
Three Months
Ended March 31 |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||
Service cost
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
52
|
|
|
56
|
|
|
12
|
|
|
14
|
|
||||
Expected return on plan assets
|
(64
|
)
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Amortization of actuarial losses
|
28
|
|
|
32
|
|
|
7
|
|
|
9
|
|
||||
Settlement losses
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic pension cost
|
$
|
49
|
|
|
$
|
36
|
|
|
$
|
22
|
|
|
$
|
27
|
|
14.
|
Shareholders’ Equity
|
(Millions)
|
Total PPG
Shareholders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
|
||||||
Balance, January 1, 2013
|
$
|
4,063
|
|
|
$
|
259
|
|
|
$
|
4,322
|
|
Net income
|
2,410
|
|
|
35
|
|
|
2,445
|
|
|||
Other comprehensive income, net of tax
|
58
|
|
|
(3
|
)
|
|
55
|
|
|||
Cash dividends
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
|||
Issuance of treasury stock
|
44
|
|
|
—
|
|
|
44
|
|
|||
Purchase of treasury stock
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
|||
Stock-based compensation activity
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Increase in treasury stock (Note 5)
|
(1,562
|
)
|
|
—
|
|
|
(1,562
|
)
|
|||
Reduction in non-controlling interests (Note 5)
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|||
Balance, March 31, 2013
|
$
|
4,787
|
|
|
$
|
254
|
|
|
$
|
5,041
|
|
(Millions)
|
Total PPG
Shareholders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
|
||||||
Balance, January 1, 2012
|
$
|
3,249
|
|
|
$
|
197
|
|
|
$
|
3,446
|
|
Net income
|
13
|
|
|
38
|
|
|
51
|
|
|||
Other comprehensive income, net of tax
|
147
|
|
|
4
|
|
|
151
|
|
|||
Cash dividends
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
|||
Issuance of treasury stock
|
58
|
|
|
—
|
|
|
58
|
|
|||
Purchase of treasury stock
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|||
Stock-based compensation activity
|
5
|
|
|
—
|
|
|
5
|
|
|||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||
Other changes in noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, March 31, 2012
|
$
|
3,293
|
|
|
$
|
223
|
|
|
$
|
3,516
|
|
15.
|
Accumulated Other Comprehensive Income
|
(Millions)
|
Unrealized
Currency
Translation
Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized
Gain (Loss) on
Derivatives
|
|
Accumulated
Other Comprehensive
(Loss) Income
|
||||||||||||||||||
Balance, December 31, 2012
|
|
$
|
6
|
|
|
|
|
$
|
(1,597
|
)
|
|
|
|
$
|
(75
|
)
|
|
|
$
|
(1,666
|
)
|
||||
Current year deferrals to AOCI
|
(128
|
)
|
|
|
127
|
|
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
|
||||||||
Separation and Merger Transaction
|
—
|
|
|
|
33
|
|
(3)
|
|
|
4
|
|
(3)
|
|
|
37
|
|
|
||||||||
Reclassifications from AOCI to Net income
|
—
|
|
|
|
21
|
|
(1)
|
|
|
4
|
|
(2)
|
|
|
25
|
|
|
||||||||
Net Change
|
|
(128
|
)
|
|
|
|
181
|
|
|
|
|
5
|
|
|
|
58
|
|
||||||||
Balance, March 31, 2013
|
|
$
|
(122
|
)
|
|
|
|
$
|
(1,416
|
)
|
|
|
|
$
|
(70
|
)
|
|
|
$
|
(1,608
|
)
|
16.
|
Financial Instruments, Excluding Derivative Financial Instruments
|
17.
|
Derivative Financial Instruments and Hedge Activities
|
(Millions)
Hedge Type
|
Gain (Loss)
Deferred in
OCI
|
|
Gain (Loss) Recognized
|
||||||
Amount
|
|
Caption
|
|||||||
Fair Value
|
|
|
|
|
|
||||
Interest rate swaps
|
Not applicable
|
|
$
|
4
|
|
|
Interest expense
|
||
Foreign currency contracts (a)
|
Not applicable
|
|
—
|
|
|
Sales
|
|||
Equity forward arrangements (a)
|
Not applicable
|
|
(1
|
)
|
|
Asbestos - net
|
|||
Total Fair Value
|
|
|
$
|
3
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
||||
Forward starting swaps
|
—
|
|
|
(3
|
)
|
|
Interest expense
|
||
Foreign currency contracts (b)
|
(3
|
)
|
|
(3
|
)
|
|
Other charges
|
||
Total Cash Flow
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
|
Net Investment
|
|
|
|
|
|
||||
Cross currency swaps (c)
|
$
|
28
|
|
|
$
|
—
|
|
|
|
Foreign denominated debt
|
11
|
|
|
Not applicable
|
|
|
|||
Total Net Investment
|
$
|
39
|
|
|
|
|
|
||
Non-Hedge
|
|
|
|
|
|
||||
Foreign currency contracts
|
Not applicable
|
|
$
|
—
|
|
|
Other charges
|
||
Total Non-Hedge
|
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to each of these items was not greater than
$0.1 million
of income.
|
(b)
|
The ineffective portion related to this item was
$2 million
of expense.
|
(c)
|
The ineffective portion related to this item was
$1 million
of expense.
|
(Millions)
Hedge Type
|
Gain (Loss)
Deferred in OCI
|
|
Gain (Loss) Recognized
|
||||||
Amount
|
|
Caption
|
|||||||
Fair Value
|
|
|
|
|
|
||||
Interest rate swaps (a)
|
Not applicable
|
|
$
|
2
|
|
|
Interest expense
|
||
Foreign currency contracts (a)
|
Not applicable
|
|
—
|
|
|
Sales
|
|||
Equity forward arrangements (a)
|
Not applicable
|
|
18
|
|
|
Asbestos - net
|
|||
Total Fair Value
|
|
|
$
|
20
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
||||
Natural gas swaps (a)
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
Cost of sales
|
Interest rate swaps of an equity method investee
|
—
|
|
|
—
|
|
|
Other earnings
|
||
Forward starting swaps (c)
|
8
|
|
|
—
|
|
|
|
||
Foreign currency contracts (b)
|
2
|
|
|
2
|
|
|
Other charges
|
||
Total Cash Flow
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
|
Net Investment
|
|
|
|
|
|
||||
Cross currency swaps (d)
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
|
Foreign denominated debt
|
(12
|
)
|
|
Not applicable
|
|
|
|||
Total Net Investment
|
$
|
(51
|
)
|
|
|
|
|
||
Non-Hedge
|
|
|
|
|
|
||||
Foreign currency contracts
|
Not applicable
|
|
$
|
—
|
|
|
Other charges
|
||
Total Non-Hedge
|
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to each of these items was not greater than
$0.1 million
of income or expense.
|
(b)
|
The ineffective portion related to this item was
$3 million
of income.
|
(c)
|
The ineffective portion related to this item was less than
$0.6 million
of income.
|
(d)
|
The ineffective portion related to this item was
$0.4 million
of expense.
|
18.
|
Cash Flow Information
|
19.
|
Stock-Based Compensation
|
Risk free interest rate
|
1.3
|
%
|
Expected life of option in years
|
6.5
|
|
Expected dividend yield
|
3.2
|
%
|
Expected volatility
|
29.9
|
%
|
20.
|
Commitments and Contingent Liabilities
|
Remainder of 2013
|
$
|
10
|
|
2014
|
14
|
|
|
2015 – 2023
|
81
|
|
|
Total
|
$
|
105
|
|
|
Three Months
Ended March 31 |
||||||
Increase (decrease) in expense
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Change in fair value:
|
|
|
|
||||
PPG stock
|
$
|
(2
|
)
|
|
$
|
17
|
|
Equity forward instrument
|
2
|
|
|
(18
|
)
|
||
Accretion of asbestos liability
|
3
|
|
|
4
|
|
||
Asbestos settlement – net expense
|
$
|
3
|
|
|
$
|
3
|
|
21.
|
Reportable Segment Information
|
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Net sales:
|
|
|
|
||||
Performance Coatings
|
$
|
1,124
|
|
|
$
|
1,150
|
|
Industrial Coatings
|
1,183
|
|
|
1,076
|
|
||
Architectural Coatings - EMEA
|
454
|
|
|
517
|
|
||
Optical and Specialty Materials
|
314
|
|
|
334
|
|
||
Glass
|
256
|
|
|
256
|
|
||
Total (a)
|
$
|
3,331
|
|
|
$
|
3,333
|
|
Segment income:
|
|
|
|
||||
Performance Coatings
|
$
|
172
|
|
|
$
|
160
|
|
Industrial Coatings
|
178
|
|
|
150
|
|
||
Architectural Coatings - EMEA
|
20
|
|
|
16
|
|
||
Optical and Specialty Materials
|
99
|
|
|
109
|
|
||
Glass
|
5
|
|
|
8
|
|
||
Total
|
474
|
|
|
443
|
|
||
Legacy items (b)
|
(46
|
)
|
|
(175
|
)
|
||
Business restructuring (See Note 8)
|
—
|
|
|
(208
|
)
|
||
Acquisition-related costs (c)
|
(7
|
)
|
|
(6
|
)
|
||
Interest expense, net of interest income
|
(43
|
)
|
|
(41
|
)
|
||
Other unallocated corporate expense – net
|
(60
|
)
|
|
(60
|
)
|
||
Income (loss) from continuing operations before income taxes
|
$
|
318
|
|
|
$
|
(47
|
)
|
(a)
|
Intersegment net sales for the
three
months ended
March 31, 2013
and 2012 were not material.
|
(b)
|
Legacy items include current costs related to former operations of the Company, including pension and other postretirement benefit costs, certain charges for legal matters and environmental remediation costs, and certain charges which are considered to be unusual or non-recurring including the earnings impact of the proposed asbestos settlement. Legacy items also include equity earnings from PPG’s approximate
40 percent
investment in the former automotive glass and services business. The expense for the
three
months ended March 31, 2013 and 2012 includes nonrecurring environmental remediation pretax charges of
$12 million
and
$159 million
, respectively. The 2012 charge relates to continued environmental remediation activities at legacy chemicals sites, primarily at PPG’s former Jersey City, N.J. chromium manufacturing plant and associated sites. The expense for the three months ended March 31, 2013 include a pretax charge of
$18 million
for the settlement losses related to certain legacy Canadian glass pension plans.
|
(c)
|
For the
three
months ended
March 31, 2013
, the expense includes the flow-through cost of sales of the step up to fair value of inventory acquired from Spraylat and advisory, legal, accounting, valuation and other professional or consulting fees incurred in connection with acquisition activity. For the three months ended March 31, 2012, the expense represents the flow-through cost of sales of the step up to fair value of inventory acquired from Dyrup and Colpisa. These costs are considered to be unusual and non-recurring and do not reduce the segment earnings used to evaluate the performance of the operating segments.
|
22.
|
Subsequent Event
|
(Millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months ended March 31, 2012
|
Continuing Operations
|
|
Discontinued Operations
|
|
Net Income
|
||||||||||||||||||
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
||||||||||||
Net income (attributable to PPG)
|
|
($50
|
)
|
|
|
($0.32
|
)
|
|
|
$63
|
|
|
|
$0.40
|
|
|
|
$13
|
|
|
|
$0.08
|
|
Net income (attributable to PPG) includes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges related to business restructuring
|
163
|
|
|
1.06
|
|
|
|
|
|
|
163
|
|
|
1.06
|
|
||||||||
Charges related to environmental remediation
|
99
|
|
|
0.64
|
|
|
|
|
|
|
99
|
|
|
0.64
|
|
||||||||
Charges related to business acquisitions
|
4
|
|
|
0.03
|
|
|
|
|
|
|
4
|
|
|
0.03
|
|
||||||||
Adjusted net income
|
|
$216
|
|
|
|
$1.41
|
|
|
|
$63
|
|
|
|
$0.40
|
|
|
|
$279
|
|
|
|
$1.81
|
|
•
|
Capital expenditures, excluding acquisitions from continuing operations, were
$65 million
, or about
2 percent
of sales. Anticipated 2013 capital spending is expected to be in the range of 2 percent to 2.5 percent of sales.
|
•
|
$600 million of debt was repaid upon maturity in March 2013.
|
•
|
PPG does not have a mandatory contribution to make to its U.S. defined benefit pension plans in 2013 and does not expect to make a voluntary contribution in 2013. PPG expects to make mandatory contributions to its non-U.S. plans in 2013 of approximately
$77 million
, of which
$15 million
was made as of
March 31, 2013
.
|
•
|
Cash dividends paid totaled
$84 million
.
|
•
|
Cash spent on share repurchases totaled
$140 million
.
|
Month
|
Total Number
of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number
of Shares Purchased as Part of Publicly Announced Programs (1) |
|
Maximum
Number of Shares That May Yet Be Purchased Under the Programs |
|||||
January 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
226,000
|
|
|
$
|
139.89
|
|
|
226,000
|
|
|
7,762,694
|
|
Other transactions(2)
|
500
|
|
|
$
|
144.21
|
|
|
—
|
|
|
—
|
|
February 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
450,800
|
|
|
$
|
136.53
|
|
|
450,800
|
|
|
7,311,894
|
|
March 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
343,469
|
|
|
$
|
137.53
|
|
|
343,469
|
|
|
6,968,425
|
|
Total quarter ended March 31, 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
1,020,269
|
|
|
$
|
137.61
|
|
|
1,020,269
|
|
|
6,968,425
|
|
Other transactions(2)
|
500
|
|
|
$
|
144.21
|
|
|
—
|
|
|
—
|
|
(1)
|
These shares were repurchased under a 10 million share repurchase program approved in October 2011. This repurchase program has no expiration date.
|
(2)
|
Includes shares withheld or certified to in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised options granted under the Company's equity compensation plans.
|
|
PPG INDUSTRIES, INC.
|
|||
(Registrant)
|
||||
|
||||
Date:
|
April 29, 2013
|
By
|
|
/s/ David B. Navikas
|
|
David B. Navikas
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial and
Accounting Officer and
Duly Authorized Officer)
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
2.2
|
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on September 5, 2012.
|
2.3
|
|
Sale and Purchase Agreement, dated December 13, 2012, between Akzo Nobel N.V. and PPG Industries, Inc., was filed as Exhibit 2.3 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
†10.1
|
|
Letter Agreement with Frank S. Sklarsky.
|
†10.2
|
|
Form of Nonqualified Stock Option Award Agreement.
|
†10.3
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees.
|
†10.4
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement.
|
†10.5
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement.
|
†10.6
|
|
Form of TSR Share Award Agreement.
|
†12
|
|
Computation of Ratio of Earnings to Fixed Charges for the Three Months Ended March 31, 2013 and for the Five Years Ended December 31, 2012.
|
†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*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
||
† Filed herewith.
|
||
* Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income for the three months ended March 31, 2013 and 2012, (ii) the Condensed Consolidated Balance Sheet at March 31, 2013 and December 31, 2012, (iii) the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2013 and 2012, and (iv) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2013.
|
Optionee:
|
[Full Name]
|
Date of Grant:
|
[Date of Grant]
|
Number of
Shares Granted
:
|
[Quantity Granted]
|
Exercise Price Per Share:
|
$[Grant Price]
|
Vesting Date:
|
[Vesting Date]
|
Expiration Date:
|
[Expiration Date]
|
Option Term:
|
The Option may be exercised during the period beginning on the Vesting Date (as set forth above) and ending inclusive on the Expiration Date (as set forth above). Upon a Participant's Termination of Service, exercise of the Option shall be subject to the provisions described in paragraph 6 of the Terms and Conditions.
|
Participant Name:
|
[Full Name]
|
Date of Grant:
|
[Date of Grant]
|
Number of Restricted Stock Units Granted:
|
[Grant Shares]
|
Dividend Equivalents:
|
“Dividend Equivalents” are not granted with respect to this Restricted Stock Unit Award. “Dividend Equivalents” means the right to receive the equivalent value (in cash or shares) of dividends paid on one share of Common Stock for each share that may be issued under an Award.
|
Vesting Date:
|
[Vest Date]
|
Award Period:
|
[Performance Period]
|
Award Goals:
|
(1)The performance criteria for each year in the three-year performance period are 10% growth in earnings per share and 12% cash flow return on capital. The payout percentage is determined by the number of goals attained during the three-year performance period (all calculations with respect to such Award Goals shall be made by the Committee or its designee in its sole discretion) and (2) the Participant must be continuously employed by the Company or its Subsidiaries through the Vesting Date (as set forth above), subject to the provisions of the Agreement regarding retirement, disability, job elimination, death and other termination of employment, and further subject to the certification provisions of the Agreement as mandated under the requirements of Section 162(m) of the Code. Earnings Per Share Growth and Cash Flow Return on Capital shall be calculated based on the formulas adopted by the Committee at the commencement of the Award Period. All calculations with respect to the Award Goals shall be made by the Committee in its sole discretion based on the Award Goal formulas and in accordance with the requirements of Section 162(m) of the Code.
|
Performance Goal
|
Goals Attained in 3-Year Performance Period
|
Award Payment %
|
10% growth in earnings per share (EPS)
12% cash flow return on capital (ROC)
|
6 goals
|
180%
|
4 or 5 goals in 3 Years
|
150%
|
|
4 goals in 2 Years
|
100%
|
|
3 goals
|
100%
|
|
2 goals
|
50%
|
|
1 goal
|
25%
|
|
None
|
—%
|
1.
|
Terms and Conditions of the Award
.
|
2.
|
Payout on Account of Awards
.
|
C.
|
Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the Restricted Stock Units pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock (or payment of cash in lieu thereof) in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following the earlier to occur of (i) the beginning of the taxable year following the last day of the Award Period, or (ii) to the extent applicable under the provisions of paragraph 1.G. hereof, the date of an Involuntary Termination following a Change in Control. Payout of Restricted Stock Units that have been deferred shall be governed by the terms and conditions of the deferral election form.
|
3.
|
Continuing Conditions
. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:
|
4.
|
Award Subject to Plan Provisions
. Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.
|
5.
|
Applicable Law; Entire Agreement; Venue
. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof.
|
6.
|
Further Assurances
. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.
|
7.
|
Taxes
. Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the Restricted Stock Units and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
8.
|
Transfer Restrictions
. This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited.
|
9.
|
Capitalization Adjustments
. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.
|
10.
|
Securities Law Compliance
. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.
|
11.
|
Award Confers No Rights to Continued Employment
. Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant's employment.
|
12.
|
Severability
. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
|
13.
|
Waiver
. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
|
14.
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant's consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
15.
|
Code Section 409A
. If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service if necessary to comply with Section 409A.
|
16.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Performance Goal
|
Goals Attained in 3-Year Performance Period
|
Award Payment %
|
10% growth in earnings per share (EPS)
12% cash flow return on capital (ROC)
|
6 goals
|
180%
|
4 or 5 goals in 3 Years
|
150%
|
|
4 goals in 2 Years
|
100%
|
|
3 goals
|
100%
|
|
2 goals
|
50%
|
|
1 goal
|
25%
|
|
None
|
—%
|
1.
|
Terms and Conditions of the Award
.
|
2.
|
Payout on Account of Awards
.
|
C.
|
Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the Restricted Stock Units pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock (or payment of cash in lieu thereof) in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following the earlier to occur of (i) the beginning of the taxable year following the last day of the Award Period, or (ii) to the extent applicable under the provisions of paragraph 1.G. hereof, the date of an Involuntary Termination following a Change in Control. Payout of Restricted Stock Units that have been deferred shall be governed by the terms and conditions of the deferral election form.
|
3.
|
Continuing Conditions
. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:
|
4.
|
Award Subject to Plan Provisions
. Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.
|
5.
|
Applicable Law; Entire Agreement; Venue
. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof.
|
6.
|
Further Assurances
. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.
|
7.
|
Taxes
. Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the Restricted Stock Units and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
8.
|
Transfer Restrictions
. This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited.
|
9.
|
Capitalization Adjustments
. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.
|
10.
|
Securities Law Compliance
. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.
|
11.
|
Award Confers No Rights to Continued Employment
. Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant's employment.
|
12.
|
Severability
. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
|
13.
|
Waiver
. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
|
14.
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant's consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
15.
|
Code Section 409A
. If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service if necessary to comply with Section 409A.
|
16.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Participant Name:
|
[Full Name]
|
Date of Grant:
|
[Date of Grant]
|
Number of Restricted Stock Units Granted:
|
[Quantity Granted]
|
Dividend Equivalents:
|
“Dividend Equivalents” are not granted with respect to this Restricted Stock Unit Award. “Dividend Equivalents” means the right to receive the equivalent value (in cash or shares) of dividends paid on one share of Common Stock for each share that may be issued under an Award.
|
Vesting Date:
|
[Vest Date]
|
Award Goals:
|
(1) The Participant must be continuously employed by the Company or its Subsidiaries through the Vesting Date (as set forth above), subject to the provisions of the Agreement regarding retirement, disability, job elimination, death and other termination of employment; and
(2) the Company must have declared and paid a dividend in the quarter immediately preceding the quarter that includes the Vesting Date.
|
1.
|
Terms and Conditions of the Award
.
|
2.
|
Payout on Account of Awards
.
|
C.
|
Except as otherwise provided in this Agreement, the issuance of the shares of Common Stock in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following (i) the Vesting Date
or
(ii) to the extent applicable under the provisions of paragraph 1.G. hereof, the Involuntary Termination following a Change in Control.
|
3.
|
Continuing Conditions
. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:
|
4.
|
Award Subject to Plan Provisions
. Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.
|
5.
|
Applicable Law; Entire Agreement; Venue
. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof.
|
6.
|
Further Assurances
. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.
|
7.
|
Taxes
. Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the Restricted Stock Units and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
8.
|
Transfer Restrictions
. This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited.
|
9.
|
Capitalization Adjustments
. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.
|
10.
|
Securities Law Compliance
. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.
|
11.
|
Award Confers No Rights to Continued Employment
. Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant's employment.
|
12.
|
Severability
. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
|
13.
|
Waiver
. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
|
14.
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant's consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
15.
|
Code Section 409A
. If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of
|
16.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Participant Name:
|
Full Name
|
Date of Grant:
|
[DATE OF GRANT]
|
Target Number of TSR Shares Subject to Award:
|
[Quantity Granted]
|
Dividend Equivalents:
|
“Dividend Equivalents” are granted with respect to this TSR Share Award. “Dividend Equivalents” means the right to receive at the end of the Award Period, the equivalent value (in cash or shares) of dividends paid on the actual number of TSR Shares earned during the Award Period.
|
Award Period:
|
[Performance Period]
|
Award Goals:
|
Vesting of the Award shall be determined using the table below, provided that the Participant must be continuously employed by the Company or its Subsidiaries through and including the last day of the Award Period, subject to the provisions of the Agreement regarding retirement, disability, death, job elimination and other termination of employment and further subject to the certification provisions of the Agreement as mandated by the requirements of Section 162(m) of the Code.
The Award Goals for the Award Period is PPG's total shareholder return “TSR” compared to the TSR for each of the companies that comprise the S&P 500 as of the first day of the Award Period, excluding any companies that have been removed from the Index during the performance period. TSR shall be calculated based on the formula adopted by the Committee at the commencement of the Award Period and in accordance with the requirements of Section 162(m) of the Code. The payout will be based 100% on PPG's ranking against the S&P 500 companies.
The following payout performance levels have been established:
|
1.
|
Terms and Conditions of the Award
.
|
2.
|
Payout on Account of Awards
.
|
C.
|
Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the TSR Shares pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock (or payment of cash in lieu thereof) in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following the earlier of (i) the beginning of the taxable year that follows the last day of
|
3.
|
Continuing Conditions
. Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:
|
4.
|
Award Subject to Plan Provisions
. Unless otherwise expressly provided in the Grant Notice or this Agreement, the TSR Share Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.
|
5.
|
Applicable Law; Entire Agreement; Venue
. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof.
|
6.
|
Further Assurances
. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without
|
7.
|
Taxes
. Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the TSR Shares, the certification of the Award Goals, the conversion of the TSR Shares into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the TSR Shares and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
8.
|
Transfer Restrictions
. This Award and the TSR Shares are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the TSR Shares shall be forfeited.
|
9.
|
Capitalization Adjustments
. The number of TSR Shares awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.
|
10.
|
Securities Law Compliance
. Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.
|
11.
|
Award Confers No Rights to Continued Employment
. Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant's employment.
|
12.
|
Severability
. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
|
13.
|
Waiver
. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
|
14.
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant's consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
15.
|
Code Section 409A
. If the Participant is a “specified employee,” within the meaning of Section 409A of the Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments made under this Agreement in connection with a separation from service shall instead be paid on the first business day following the expiration of the six (6)-month period following the Participant's separation from service if necessary to comply with Section 409A.
|
16.
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the TSR Shares and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law
|
|
Three Months
Ended March 31
|
|
Year Ended December 31
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings before income taxes and net earnings in equity affiliates
|
$
|
320
|
|
|
$
|
1,036
|
|
|
$
|
1,177
|
|
|
$
|
1,059
|
|
|
$
|
473
|
|
|
$
|
570
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges exclusive of capitalized interest
|
72
|
|
|
285
|
|
|
280
|
|
|
263
|
|
|
270
|
|
|
343
|
|
||||||
Amortization of capitalized interest
|
2
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
6
|
|
||||||
Adjustments for equity affiliates
|
—
|
|
|
12
|
|
|
19
|
|
|
6
|
|
|
11
|
|
|
18
|
|
||||||
Total
|
$
|
394
|
|
|
$
|
1,339
|
|
|
$
|
1,482
|
|
|
$
|
1,334
|
|
|
$
|
760
|
|
|
$
|
937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense incl amortization of debt discount/premium and debt expense
|
$
|
53
|
|
|
$
|
210
|
|
|
$
|
210
|
|
|
$
|
189
|
|
|
$
|
193
|
|
|
$
|
254
|
|
Rentals - portion representative of interest
|
19
|
|
|
75
|
|
|
70
|
|
|
74
|
|
|
77
|
|
|
89
|
|
||||||
Fixed charges exclusive of capitalized interest
|
72
|
|
|
285
|
|
|
280
|
|
|
263
|
|
|
270
|
|
|
343
|
|
||||||
Capitalized interest
|
2
|
|
|
8
|
|
|
9
|
|
|
7
|
|
|
9
|
|
|
8
|
|
||||||
Total
|
$
|
74
|
|
|
$
|
293
|
|
|
$
|
289
|
|
|
$
|
270
|
|
|
$
|
279
|
|
|
$
|
351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
5.4
|
|
|
4.6
|
|
|
5.1
|
|
|
4.9
|
|
|
2.7
|
|
|
2.7
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of PPG Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 29, 2013
|
/s/ Charles E. Bunch
|
|
|
Charles E. Bunch
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of PPG Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 29, 2013
|
/s/ David B. Navikas
|
|
|
David B. Navikas
Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.
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/s/ Charles E. Bunch
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Charles E. Bunch
Chairman and Chief Executive Officer
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April 29, 2013
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.
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/s/ David B. Navikas
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David B. Navikas
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
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April 29, 2013
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