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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________

FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
 
Commission File Number 1-1687
  PPG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
  
25-0730780
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
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
  Securities Registered Pursuant to Section 12(b) of the Act:
 
 
Name of each exchange on
Title of each class
  
which registered
Common Stock – Par Value $1.66 2 / 3
  
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  YES   x     NO   ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES   ¨     NO   x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  YES   x     NO   ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES   x     NO   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer   x
 
Accelerated filer                    o
Non-accelerated filer   o
 
Smaller reporting company   o
(Do not check if a smaller
reporting company)
 
 
 Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act).  YES   o     NO   ý
 The aggregate market value of common stock held by non-affiliates as of June 30, 2014, was $28,854 million .
As of January 31, 2015, 136,050,193 shares of the Registrant’s common stock, with a par value of $1.66  2 / 3 per share, were outstanding. As of that date, the aggregate market value of common stock held by non-affiliates was $30,204 million .
  DOCUMENTS INCORPORATED BY REFERENCE
 
 
Incorporated By
Document
  
Reference In Part No.
Portions of PPG Industries, Inc. Proxy Statement for its 2015 Annual Meeting of Shareholders
  
III

2014 PPG ANNUAL REPORT AND FORM 10-K 7
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PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
  __________________________________________________________
 
As used in this report, the terms “PPG,” “Company,” “Registrant,” “we,” “us” and “our” refer to PPG Industries, Inc., and its subsidiaries, taken as a whole, unless the context indicates otherwise.
__________________________________________________________

TABLE OF CONTENTS
 
 
 
Page
Part I
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
Part II
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
 
Part III
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
Part IV
 
 
Item 15.
 
 
 
Note on Incorporation by Reference
Throughout this report, various information and data are incorporated by reference from the Company’s 2014 Annual Report (hereinafter referred to as “the Annual Report”). Any reference in this report to disclosures in the Annual Report shall constitute incorporation by reference only of that specific information and data into this Form 10-K.
 

8 2014 PPG ANNUAL REPORT AND FORM 10-K
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Part I
 
 

Item 1. Business
  PPG Industries, Inc., manufactures and distributes a broad range of coatings, specialty materials and glass products. The Company, incorporated in Pennsylvania in 1883, is comprised of three reportable business segments: Performance Coatings, Industrial Coatings and Glass. Each of the business segments in which PPG operates is highly competitive. The Company's diversification of product lines and worldwide markets served tends to minimize the impact on PPG’s total net sales and income from continuing operations from changes in demand either for a particular product line or in a particular geographic area.
In November 2014, PPG finalized the acquisition of Consorcio Comex, S.A. de C.V. ("Comex"), an architectural coatings company headquartered in Mexico City, Mexico. The acquisition further expands PPG's global coatings business and adds a leading architectural coatings business in Mexico and Central America. Refer to Note 2, "Acquisitions and Dispositions" under Item 8 of this Form 10-K for further information regarding this acquisition.
In March 2014, PPG completed the sale of its 51% ownership interest in its Transitions Optical joint venture and 100% of its optical sunlens business to Essilor International (Compagnie Generale D'Optique) SA ("Essilor"). Refer to Note 2, “Acquisitions and Dispositions” under Item 8 of this Form 10-K for further information relating to this transaction.
In conjunction with the Company’s continued strategic focus on its coatings businesses, including the growth of the Company's global architectural coatings business, as well as the divestiture of its interest in its Transitions Optical joint venture and sunlens business, the Company realigned its segment reporting structure in the quarter ended March 31, 2014. Under the new segment reporting structure, the Company's reportable business segments changed from the five segments of Performance Coatings, Industrial Coatings, Architectural Coatings-Europe, Middle East and Africa ("EMEA"), Optical and Specialty Materials and Glass to the three reportable segments noted above. Refer to Note 19, "Reportable Business Segment Information” under Item 8 of this Form 10-K for financial information relating to our reportable business segments.
Performance Coatings and Industrial Coatings
  PPG is a major global supplier of coatings. The Performance Coatings and Industrial Coatings reportable segments supply coatings and specialty materials for customers in a wide array of end-use markets, including industrial equipment, appliances and packaging; factory-finished aluminum extrusions and steel and aluminum coils; marine and aircraft equipment; automotive original equipment; and other industrial and consumer products. In addition to supplying coatings to the automotive original equipment market (“OEM”), PPG supplies refinishes to the automotive aftermarket. PPG also serves commercial and residential new build and maintenance markets by supplying coatings to painting and maintenance contractors and directly to consumers for decoration and maintenance. The coatings industry is highly competitive and consists of several large
 
firms with global presence and many smaller firms serving local or regional markets. PPG competes in its primary markets with the world’s largest coatings companies, most of which have global operations, and many smaller regional coatings companies. Product development, innovation, distribution, quality and technical and customer service have been stressed by PPG and have been significant factors in developing an important supplier position by PPG’s coatings businesses comprising the Performance Coatings and Industrial Coatings reportable segments.
Performance Coatings
The Performance Coatings reportable segment is comprised of the refinish, aerospace, protective and marine, architectural – Americas and Asia Pacific and architectural – EMEA coatings businesses.
Price, product performance, technology, quality, distribution, brand recognition and technical and customer service are major competitive factors in the performance coatings businesses.
The refinish coatings business supplies coatings products for automotive and commercial transport/fleet repair and refurbishing, light industrial coatings and specialty coatings for signs. These products are sold primarily through independent distributors.
The aerospace coatings business supplies sealants, coatings, maintenance cleaners and transparencies for commercial, military, regional jet and general aviation aircraft and transparent armor for specialty applications and also provides chemical management services for the aerospace industry. PPG supplies products to aircraft manufacturers and maintenance and aftermarket customers around the world both on a direct basis and through a company-owned distribution network.
The protective and marine coatings business supplies coatings and finishes for the protection of metals and structures to metal fabricators, heavy duty maintenance contractors and manufacturers of ships, bridges and rail cars. These products are sold through company-owned architectural coatings stores, independent distributors and directly to customers.
The architectural coatings-Americas and Asia Pacific business primarily produces coatings used by painting and maintenance contractors and by consumers for decoration and maintenance of residential and commercial building structures. These coatings are sold under a number of brands, including PPG ® , GLIDDEN ® , COMEX ® , OLYMPIC ® , DULUX ® (in Canada), SIKKENS ® , PPG PITTSBURGH PAINTS ® , MULCO ® , FLOOD ® , LIQUID NAILS ® , SICO ® , CIL ® , RENNER ® , TAUBMANS ® , WHITE KNIGHT ® , and BRISTOL ® . Architectural coatings – Americas and Asia Pacific products are also sold through a combination of company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires and independent distributors and directly to customers. At the end of 2014, the architectural coatings-Americas and Asia Pacific business operated about 900 company-owned stores in


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North America. As a result of the Comex acquisition, PPG has expanded its presence in Mexico and Central America and now sells coatings and related products through more than 3,700 stores that are independently owned and operated by more than 700 concessionaires. The architectural coatings-Americas and Asia Pacific business also operates about 40 company-owned stores in Australia.
The Architectural Coatings – EMEA business supplies a variety of coatings and purchased sundries to painting contractors and consumers in Europe, the Middle East and Africa. The coatings are sold under a number of brands, including SIGMA ® , HISTOR ® , SEIGNEURIE ® , GUITTET ® , PEINTURES GAUTHIER ® , RIPOLIN ® , JOHNSTONE'S ® , LEYLAND ® , PRIMALEX ® , DEKORAL ® , TRILAK ® , PROMINENT PAINTS ® , GORI ® , and BONDEX ® . Architectural Coatings – EMEA products are sold through a combination of about 675 company-owned stores, regional home centers, paint dealers, and independent distributors and directly to customers.
The major global competitors of the Performance Coatings reportable segment are Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF Corporation, Hempel A/S, the Jotun Group, Masco Corporation, the Sherwin-Williams Company, Valspar Corporation, Benjamin Moore, Materis Paints and RPM International Inc. The average number of persons employed by the Performance Coatings reportable segment during 2014 was about 26,400.
Industrial Coatings
The Industrial Coatings reportable segment is comprised of the automotive OEM, industrial coatings, packaging coatings, and specialty coatings and materials businesses. Industrial, automotive OEM, packaging coatings, and specialty coatings and materials products are formulated specifically for the customers’ needs and application methods.
Price, product performance, technology, cost effectiveness, quality and technical and customer service are major competitive factors in the industrial, automotive OEM and packaging coatings businesses.
The industrial and automotive OEM coatings businesses sell directly to a variety of manufacturing companies. PPG also supplies adhesives and sealants for the automotive industry and metal pretreatments and related chemicals for industrial and automotive applications. PPG has established alliances with Kansai Paints and Asian Paints Ltd. to serve certain automotive original equipment manufacturers and aftermarket customers in various regions of the world. PPG owns a 60% interest in PPG Kansai Automotive Finishes to serve Japanese-based automotive OEM customers in North America and Europe. In 2014, PPG acquired the ownership interest of Helios Group, the minority partner in the former PPG-Helios joint venture which serves Russian-based automotive OEM customers in Russia and the Ukraine. The packaging coatings business supplies coatings to the manufacturers of aerosol, food, and metal beverage containers.
The primary specialty coatings and materials products are amorphous precipitated silicas for tire, battery separator and other end-use markets; TESLIN ® substrate used in such applications as radio frequency identification (RFID) tags and
 
labels, e-passports, drivers’ licenses and identification cards; Organic Light Emitting Diode (OLED) materials for use in displays and lighting; optical lens materials and photochromic dyes for optical lenses and color-change products. Product quality and performance, distribution and technical service are the most critical competitive factors to the specialty coatings and materials business.
The major global competitors of the Industrial Coatings reportable segment are Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF Corporation, Valspar Corporation, and Nippon Paint. The average number of persons employed by the Industrial Coatings reportable segment during 2014 was about 10,900.
Glass
The Glass reportable business segment is comprised of the flat glass and fiber glass businesses. PPG is a producer of flat glass in North America and a producer of fiber glass in North America and Europe, as well as Asia through our partnership with Nan Ya Plastics Corp to serve the electronics industries. PPG’s major markets are commercial and residential construction and the wind energy, energy infrastructure, transportation and electronics industries. Most glass products are sold directly to manufacturing companies. PPG manufactures flat glass by the float process and fiber glass by the continuous-strand process.
Price, quality, technology and customer service are the key competitive factors in the glass businesses. The Company competes with several major producers of flat glass, including Asahi Glass Company, Cardinal Glass Industries, Guardian Industries and NSG Pilkington, and many major producers of fiber glass throughout the world, including Owens Corning, Jushi Group, Johns Manville Corporation, CPIC Fiberglass, AGY, NEG, 3B and Taishan Fiberglass. The average number of persons employed by the Glass reportable segment during 2014 was about 3,100.
Raw Materials and Energy
The effective management of raw materials and energy is important to PPG’s continued success. The Company’s most significant raw materials are epoxy and other resins, titanium dioxide and other pigments, and solvents in the coatings segments; sand and soda ash for the specialty coatings and materials business; and sand, clay and soda ash in the Glass segment. Coatings raw materials, which include both organic, primarily petroleum based, materials and inorganic materials, including titanium dioxide, generally comprise between 70% and 80% of cost of goods sold, excluding depreciation and amortization, in most coatings formulations and represent PPG’s single largest production cost component.
Energy is a significant production cost in the Glass segment, and our primary energy source is natural gas. With the separation of the commodity chemicals business in 2013, PPG's consumption of natural gas decreased significantly. Natural gas is expected to remain a competitive fuel source when compared to alternatives, especially on a global basis. We will continue to use competitive sourcing and consumption reduction initiatives to manage natural gas costs.


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Most of the raw materials and energy used in production are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements for the future. Supply of critical raw materials and energy is managed by establishing contracts, multiple sources, and identifying alternative materials or technology whenever possible. Our products use both petroleum-derived and bio-based materials as part of a product renewal strategy. While prices for these raw materials typically fluctuate with energy prices, such fluctuations are impacted by the fact that our raw materials are downstream from crude oil and natural gas.
The Company is continuing its aggressive sourcing initiatives to broaden our supply of high quality raw materials. These initiatives include qualifying multiple and local sources of supply, including suppliers from Asia and other lower cost regions of the world and a reduction in the amount of titanium dioxide used in our product formulations.
Our global efforts to reduce titanium dioxide consumption have been successful to date and are expected to continue. Titanium dioxide is a raw material widely used in the paint and coatings industry as a pigment to provide hiding, durability and whiteness characteristics. PPG purchases both sulfate-grade and chloride-grade titanium dioxide from suppliers for use in coatings formulations. The Company has undertaken a strategic initiative to secure and enhance PPG’s supply of titanium dioxide, as well as to add to the global supply of this raw material. PPG possesses intellectual property and expertise in the production and finishing of titanium dioxide pigment and has and intends to continue to leverage this and engage potential parties to develop innovative supply solutions through technical collaborations, joint ventures, licensing or other commercial initiatives.
PPG signed a license agreement with Henan Billions Chemicals Co., Ltd. ("Billions"), under which PPG has licensed certain chloride-based titanium dioxide technologies to Billions for use at Billions’ titanium dioxide refinement facilities in China. In addition, PPG has signed a long-term purchase agreement for titanium dioxide with Billions. In 2014, construction of Billions' titanium dioxide manufacturing and research facility was completed in the Henan Province of China. The facility is scheduled to begin production in the first half of 2015. PPG intends to use the chloride-based titanium dioxide manufactured by Billions for various end-use paint and coatings applications. Billions is also able to sell its chloride-based titanium dioxide to third parties.
In 2013, PPG signed a purchase and supply agreement as well as a research services agreement with Argex Titanium Inc. ("Argex") whereby PPG is providing technical support to Argex in connection with their efforts to develop a unique and low cost process to manufacture pigment grade titanium dioxide.
We are subject to existing and evolving standards relating to the registration of chemicals which could potentially impact the availability and viability of some of the raw materials we use in our production processes. Our ongoing global product
 
stewardship efforts are directed at maintaining our compliance with these standards.
Changes to chemical registration regulations have been proposed or implemented in the EU and many other countries, including China, Canada, the United States, and Korea. Because implementation of many of these programs has not been finalized, the financial impact cannot be estimated at this time. We anticipate that the number of chemical registration regulations will continue to increase globally, and we have implemented programs to track and comply with these regulations.
Given the volatility of certain energy-based input costs at the end of 2014, the Company is negotiating with suppliers on pricing for various raw materials.  Initial discussions have resulted in a slight downward bias on the price of certain oil-derived materials, which account for a portion of the Company’s overall raw material spend.  The Company is also experiencing moderate inflation in certain other raw materials and other expense categories, including employee-related wage and benefit costs.  Given the recent volatility in certain energy-based input costs, the Company is not able to predict with certainty the 2015 full year impact of related changes in raw material pricing.
Research and Development
Technology innovation has been a hallmark of PPG’s success throughout its history. Research and development costs, including depreciation of research facilities, were $509 million, $479 million and $444 million during 2014, 2013 and 2012, respectively. These costs totaled approximately 3% of annual sales in 2014, 2013 and 2012, respectively. We have obtained government funding of a small portion of the Company's research efforts, and we will continue to pursue government funding where appropriate.
PPG owns and operates several facilities to conduct research and development relating to new and improved products and processes. In addition to the Company's centralized principal research and development centers (See Item 2 of this Form 10-K), operating segments manage their development regionally through centers of excellence. As part of our ongoing efforts to manage our formulations and raw material costs effectively, we operate a global competitive sourcing laboratory in China. Because of the Company’s broad array of products and customers, PPG is not materially dependent upon any single technology platform.
The Company seeks to optimize its investment in research and development to create new products to drive profitable growth. We align our product development with the macro trends in the end-use markets we serve and leverage core technology platforms to develop products for unmet market needs. Our history of successful technology introductions is based on a commitment to an efficient and effective innovation process and disciplined portfolio management.


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  Patents
PPG considers patent protection to be important; however, the Company’s reportable business segments are not materially dependent upon any single patent or group of related patents. PPG earned $50 million in 2014, $48 million in 2013 and $51 million in 2012 from royalties and the sale of technical know-how.
Backlog
In general, PPG does not manufacture its products against a backlog of orders. Production and inventory levels are geared primarily to projections of future demand and the level of incoming orders.
Global Operations
PPG has a significant investment in non-U.S. operations. This broad geographic footprint serves to lessen the significance of economic impacts occurring in any one region. As a result of our expansion outside the U.S., we are subject to certain inherent risks, including economic and political conditions in international markets and fluctuations in foreign currency exchange rates.
Our net sales in the developed and emerging regions of the world for the years ended December 31 st are summarized below:
($ in millions)
 
Net Sales
 
 
2014
 
2013
 
2012
United States, Canada, Western Europe
 
$
11,139

 
$
10,311

 
$
8,767

Latin America, Central and Eastern Europe, Middle East, Africa, Asia Pacific
 
4,221

 
3,954

 
3,919

Total
 
$
15,360

 
$
14,265

 
$
12,686

Refer to Note 19 "Reportable Business Segment Information" under Item 8 of this Form 10-K for geographic information related to PPG's property, plant and equipment, and for additional geographic information pertaining to sales.
Seasonality
PPG’s income from continuing operations have typically been greater in the second and third quarters and cash flow from operations has been greatest in the fourth quarter due to end-use market seasonality, primarily in PPG’s architectural coatings businesses. Demand for PPG’s architectural coatings products is typically strongest in the second and third quarters due to higher home improvement, maintenance and construction activity during the spring and summer months in the U.S., Canada and Europe. The Latin America paint season is strongest in the fourth quarter. These higher activity levels result in higher outstanding receivables that are collected in the fourth quarter generating higher fourth quarter cash flow.
 
Employee Relations
The average number of persons employed worldwide by PPG during 2014 was about 44,400 . The Company has numerous collective bargaining agreements throughout the world. We observe local customs, legislation and practice in labor relations when negotiating collective bargaining agreements. There were no significant work stoppages in 2014. While we have experienced occasional work stoppages as a result of the collective bargaining process and may experience some work stoppages in the future, we believe we will be able to negotiate all labor agreements on satisfactory terms. To date, these work stoppages have not had a significant impact on PPG’s operating results. Overall, the Company believes it has good relationships with its employees.
Environmental Matters
PPG is subject to existing and evolving standards relating to protection of the environment. PPG is negotiating with various government agencies concerning 126 current and former manufacturing sites and offsite waste disposal locations, including 24 sites on the National Priority List. While PPG is not generally a major contributor of wastes to these offsite waste disposal locations, each potentially responsible party may face governmental agency assertions of joint and several liability. Generally, however, a final allocation of costs is made based on relative contributions of wastes to the site. There is a wide range of cost estimates for cleanup of these sites, due largely to uncertainties as to the nature and extent of their condition and the methods that may have to be employed for their remediation. The Company has established reserves for onsite and offsite remediation of those sites where it is probable that a liability has been incurred and the amount can be reasonably estimated.
The Company’s experience to date regarding environmental matters leads it to believe that it will have continuing expenditures for compliance with provisions regulating the protection of the environment and for present and future remediation efforts at waste and plant sites. Management anticipates that such expenditures will occur over an extended period of time.
In addition to the $317 million currently reserved for environmental remediation efforts, we may be subject to loss contingencies related to environmental matters estimated to be approximately $75 million to $200 million. These reasonably possible unreserved losses relate to environmental matters at a number of sites. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.
Capital expenditures for environmental control projects were $14 million, $22 million and $12 million in 2014, 2013 and 2012, respectively. It is expected that expenditures for such projects in 2015 will be in the range of $30 million to $40 million. Although future capital expenditures are difficult to estimate accurately because of constantly changing regulatory standards and policies, it can be


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anticipated that environmental control standards will become increasingly stringent and the cost of compliance will increase.
In management’s opinion, the Company operates in an environmentally sound manner, is well positioned, relative to environmental matters, within the industries in which it operates and the outcome of these environmental contingencies will not have a material adverse effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. See Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K for additional information related to environmental matters and our accrued liability for estimated environmental remediation costs.
Public and governmental concerns related to climate change continue to grow, leading to efforts to limit the greenhouse gas (“GHG”) emissions believed to be responsible. While PPG has operations in many countries, a substantial portion of PPG’s GHG emissions are generated by locations in the U.S., where considerable legislative and regulatory activity has been taking place. PPG has, and will continue to, annually report our global GHG emissions to the voluntary Carbon Disclosure project.
Energy prices and availability of supply continue to be a concern for major energy users. Since PPG’s GHG emissions arise principally from combustion of fossil fuels, PPG has for some time recognized the desirability of reducing energy consumption and GHG generation. From 2012 to 2013, energy consumption was reduced by 36% and GHG emission generation was reduced by 33%. PPG's total annual energy consumption and GHG emissions were significantly reduced as a result of the separation of its commodity chemicals business in January 2013. From 2013 to 2014, energy consumption was reduced by 8% and GHG emission generation was reduced by 10%.
PPG participates in both the U.S. Department of Energy
(“DOE”), BETTER BUILDINGS®, BETTER PLANTS®
program, formerly the Saving Energy Now Leadership program, and the Environmental Protection Agency (EPA) Energy Star Industrial Partnership program, both reinforcing the company’s voluntary efforts to significantly reduce its industrial energy intensity. These programs include developing and implementing energy management processes and setting energy savings targets while providing a suite of educational, training, and technical resources to help meet those targets. Recognizing the continuing importance of this matter, PPG has a senior management group with a mandate to guide the Company’s progress in this area.
PPG’s public disclosure on energy security and climate change can be viewed in our Sustainability Report at www.ppg.com/sustainability or at the Carbon Disclosure Project www.cdproject.net.
Available Information
The Company’s website address is www.ppg.com . The Company posts, and shareholders may access without charge,
 
the Company’s recent filings and any amendments thereto of its annual reports on Form 10-K, quarterly reports on Form 10-Q and its proxy statements as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission (“SEC”). The Company also posts all financial press releases, including earnings releases, to its website. All other reports filed or furnished to the SEC, including reports on Form 8-K, are available via direct link on PPG’s website to the SEC’s website, www.sec.gov. Reference to the Company’s and SEC’s websites herein does not incorporate by reference any information contained on those websites and such information should not be considered part of this Form 10-K.


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Item 1A. Risk Factors
As a global manufacturer of coatings, specialty materials and glass products, we operate in a business environment that includes risks. These risks are not unlike the risks we have faced in the recent past nor are they unlike risks faced by our competitors. Each of the risks described in this section could adversely affect our operating results, financial position and liquidity. While the factors listed here are considered to be the more significant factors, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles which may adversely affect our businesses and our results of operations.

Increases in prices and declines in the availability of raw materials could negatively impact our financial results.
Our financial results are significantly affected by the cost of raw materials. Coatings raw materials, which include both organic, primarily petroleum based, materials and inorganic materials, including titanium dioxide, generally comprise between 70% and 80% of cost of goods, exclusive of depreciation and amortization, sold in most coatings formulations and represent PPG’s single largest production cost component.
While not our customary practice, we also import raw materials and intermediates, particularly for use at our manufacturing facilities in the emerging regions of the world. In most cases, those imports are priced in the currency of the supplier and, therefore, if that currency strengthens against the currency of our manufacturing facility, our margins may be lower.
Most of our raw materials are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements for the future. Adequate supply of critical raw materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology whenever possible. The Company is continuing its aggressive sourcing initiatives to effectively broaden our supply of high quality raw materials. These initiatives include qualifying multiple and local sources of supply, including suppliers from Asia and other lower cost regions of the world and a reduction in the amount of titanium dioxide used in our product formulations. Our products use both petroleum-derived and bio-based materials as part of a product renewal strategy.
An inability to obtain critical raw materials would adversely impact our ability to produce products. Increases in the cost of raw materials may have an adverse effect on our income from continuing operations or cash flow in the event we are unable to offset these higher costs in a timely manner.
The pace of economic growth and level of uncertainty could have a negative impact on our results of operations and cash flows.
During 2014, overall economic conditions remained mixed among the major global economies. Demand was also varied
 
by major coatings end-use markets, however, we realized global growth in nearly all end-use categories.
We anticipate growth will remain the strongest in the U.S. and Canadian economies, including a further strengthening of growth that started in 2014 in non-residential construction. We also expect increased global demand in the automotive OEM and aerospace industries. Emerging regions growth is expected to remain mixed, but we expect PPG to post solid aggregate growth based on the specific end use-markets we supply. Our base case assumption is that European growth will remain mixed by country but subdued overall, but European economies may benefit from lower global energy prices.
PPG provides products and services to a variety of end-use markets in many geographies. This broad end-use market exposure and expanded geographic presence lessens the significance of any individual decrease in activity levels; nonetheless, lower demand levels may result in lower sales, which would result in reduced income from continuing operations and cash flows.
We are subject to existing and evolving standards relating to the protection of the environment.
Environmental laws and regulations control, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of hazardous and non-hazardous waste, the investigation and remediation of soil and groundwater affected by hazardous substances, and regulate various health and safety matters. The environmental laws and regulations we are subject to impose liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. Violations of these laws and regulations can also result in fines and penalties. Future environmental laws and regulations may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.
As described in Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K, we are currently undertaking environmental remediation activities at a number of our current and former facilities and properties, the cost of which is substantial. In addition to the amounts currently reserved, we may be subject to loss contingencies related to environmental matters estimated to be as much as $75 million to $200 million. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence.
We are involved in a number of lawsuits and claims, and we may be involved in future lawsuits and claims, in which substantial monetary damages are sought.
PPG is involved in a number of lawsuits and claims, both actual and potential in which substantial monetary damages are sought. Those lawsuits and claims relate to contract, patent, environmental, product liability, antitrust and other matters arising out of the conduct of PPG’s current and past business activities. Any such claims, whether with or without merit, could be time consuming, expensive to defend and


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could divert management’s attention and resources. We maintain insurance against some, but not all, of these potential claims, and the levels of insurance we do maintain may not be adequate to fully cover any and all losses. We believe that, in the aggregate, the outcome of all current lawsuits and claims involving PPG, including asbestos-related claims in the event the settlement described in Note 13, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Nonetheless, the results of any future litigation or claims are inherently unpredictable, but such outcomes could have a material adverse effect on our results of operations, cash flow or financial condition.
Fluctuations in foreign currency exchange rates could affect our financial results.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses into U.S. dollars at the average exchange rate during each reporting period, as well as assets and liabilities into U.S. dollars at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net revenues, operating income and the value of balance sheet items denominated in foreign currencies. We use derivative financial instruments to reduce our net exposure to currency exchange rate fluctuations related to foreign currency transactions. However, fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, could materially affect our financial results expressed in U.S. dollars.
For over 30 years, we have been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos.
Most of our potential exposure relates to allegations by plaintiffs that PPG should be liable for injuries involving asbestos containing thermal insulation products manufactured by Pittsburgh Corning Corporation (“PC”). PPG is a 50% shareholder of PC. Although we have entered into a settlement arrangement with several parties concerning these asbestos claims as discussed in Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K, the arrangement remains subject to court proceedings and, if not approved, the outcome could be material to the results of operations of any particular period.
We are subject to a variety of complex U.S. and non-U.S. laws and regulations which could increase our compliance costs.
We are subject to a wide variety of complex U.S. and non-U.S. laws and regulations, and legal compliance risks, including securities laws, tax laws, environmental laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, including bribery. We are affected by new laws and regulations and changes to existing laws and
 
regulations, including interpretations by courts and regulators. These laws and regulations effectively expand our compliance obligations and potential enforcement actions by governmental authorities or litigation related to them.
New laws and regulations or changes in existing laws or regulations or their interpretation could increase our compliance costs. For example, regulations concerning the composition, use and transport of chemical products continue to evolve. Developments concerning these regulations could potentially impact the availability or viability of some of the raw materials we use in our product formulations and/or our ability to supply certain products to some customers or markets. Import/export regulations also continue to evolve and could result in increased compliance costs, slower product movements or additional complexity in our supply chains.
Our international operations expose us to additional risks and uncertainties that could affect our financial results.
PPG has a significant investment in global operations. This broad geographic footprint serves to lessen the significance of economic impacts occurring in any one region. Notwithstanding the benefits of geographic diversification, our ability to achieve and maintain profitable growth in international markets is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries. As a result of our expansion outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty, inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments and repatriation of earnings, and weak intellectual property protection. Our percentage of sales generated in 2014 by products sold outside the U.S. was approximately 59% .
Business disruptions could have a negative impact on our results of operations and financial condition.
Unexpected events, including supply disruptions, temporary plant and/or power outages, work stoppages, natural disasters and severe weather events, computer system disruptions, fires, war or terrorist activities, could increase the cost of doing business or otherwise harm the operations of PPG, our customers and our suppliers. It is not possible for us to predict the occurrence or consequence of any such events. However, such events could reduce demand for our products or make it difficult or impossible for us to receive raw materials from suppliers or to deliver products to customers.
Failure to successfully integrate acquired businesses into our existing operations could adversely affect our financial results.
Part of the Company's strategy is growth through acquisitions, and we will likely acquire additional businesses and enter into additional joint ventures in the future. Growth through acquisitions and the formation of joint ventures involve risks, including:
•
difficulties in assimilating acquired companies and products into our existing business;
•
delays in realizing the benefits from the acquired companies or products;
•
diversion of our management’s time and attention from other business concerns;


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•
difficulties due to lack of or limited prior experience in any new markets we may enter;
•
unforeseen claims and liabilities, including unexpected environmental exposures or product liability;
•
unexpected losses of customers or suppliers of the acquired or existing business;
•
difficulty in conforming the acquired business’ standards, processes, procedures and controls to those of our operations; and
•
difficulties in retaining key employees of the acquired businesses.
Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and joint ventures could cause us to fail to realize the anticipated benefits of such acquisitions or joint ventures and could adversely affect our results of operations, cash flow or financial condition.
Our ability to understand our customers’ specific preferences and requirements, and to innovate, develop, produce and market products that meet customer demand is critical to our business results.
Our business relies on continued global demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to customers.  This is dependent on a number of factors, including our ability to produce products that meet the quality, performance and price expectations of our customers and our ability to develop effective sales, advertising and marketing programs.  Future growth will depend on our ability to continue to innovate our existing products and to develop and introduce new products. If we fail to keep pace with product innovation on a competitive basis or to predict market demands for our products, our business, financial condition and results of operations could be adversely affected.

The industries in which we operate are highly competitive.
With each of our businesses, an increase in competition may cause us to lose market share, lose a large regional or global customer, or compel us to reduce prices to remain competitive, which could result in reduced margins for our products. Competitive pressures may not only reduce our margins but may also impact our revenues and our growth which could adversely affect our results of operations.

The security of our information technology systems could be compromised, which could adversely affect our ability to operate.  
Increased global information technology security requirements, threats and sophisticated and targeted computer crime pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data. Despite our efforts to protect sensitive information and confidential and personal data, our facilities and systems may be vulnerable to security breaches. This could lead to negative publicity, theft, modification or destruction of proprietary information or key information, manufacture of defective products, production downtimes and operational disruptions, which could adversely affect our reputation, competitiveness and results of operations.
 
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’s corporate headquarters is located in Pittsburgh, Pa. The Company’s manufacturing facilities, sales offices, research and development centers and distribution centers are located throughout the world. As of February 19, 2015, the Company operated 141 manufacturing facilities in 44 countries, and the principal manufacturing and distribution facilities were as follows:
Performance Coatings:
 
Amsterdam, Netherlands; Birstall, United Kingdom; Budapest, Hungary; Carrollton, Texas; Clayton, Australia; Delaware, Ohio; Duerne, Belgium; Dover, Del.; Huntsville, Ala.; Huron, Ohio; Irvine, Calif.; Kunshan, China; Little Rock, Ark.; Milan, Italy; Mojave, Calif.; Moreuil, France; Sylmar, Calif.; Soborg, Denmark; Stowmarket, United Kingdom; Tepexpan, Mexico;  Ulsan, Korea; Wroclaw, Poland; about 900 company-owned stores in North America; about 675 company-owned stores in the EMEA region, including 212 stores in France and 189 stores in the United Kingdom; and about 40 company-owned stores in Australia.  
Industrial Coatings:
 
Barberton, Ohio; Busan, South Korea; Cieszyn, Poland; Cleveland, Ohio; Lake Charles, La.; Oak Creek, Wis.; Quattordio, Italy; San Juan del Rio, Mexico; Sumaré, Brazil; Tianjin, China, and Zhangjiagang, China
Glass:
 
Carlisle, Pa.; Hoogezand, Netherlands; Lexington, N.C.; Shelby, N.C.; Fresno, Ca. and Wichita Falls, Texas
Including the principal manufacturing facilities noted above, the Company has manufacturing facilities in the following geographic areas: 
United States:
 
38 manufacturing facilities in 20 states.
Other Americas:
 
21 manufacturing facilities in 5 countries.
EMEA:
 
58 manufacturing facilities in 29 countries.
Asia:
 
24 manufacturing facilities in 9 countries.
The Company’s principal research and development centers are located in Allison Park, Pa.; Harmarville, Pa.; Monroeville, Pa.; Shelby, Nc.; Burbank, Ca. and Tepexpan, Mexico.
The Company’s headquarters, certain distribution centers and substantially all company-owned paint stores are located in facilities that are leased while the Company’s other facilities are generally owned. Our facilities are considered to be suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business in the upcoming year.
Item 3. Legal Proceedings
PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims, the most significant of which are described below, relate to contract, patent, environmental, product liability, antitrust and other matters arising out of the conduct of PPG’s current and past business activities. To the extent that these lawsuits and claims involve personal injury and property damage, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage


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with respect to some of these claims, and other insurers, as they had prior to the asbestos settlement described below, may contest coverage with respect to some of the asbestos claims if the settlement is not implemented. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.
The results of any future litigation and claims are inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the settlement does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
For over 30 years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company and the terms and status of the proposed asbestos settlement arrangement, see Note 13, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K.
In the past, the Company and others have been named as defendants in several cases in various jurisdictions claiming damages related to exposure to lead and remediation of lead-based coatings applications. PPG has been dismissed as a defendant from most of these lawsuits and has never been found liable in any of these cases.
Executive Officers of the Company
Set forth below is information related to the Company’s executive officers as of February 19, 2015 . 
Name
Age
Title
Charles E. Bunch
65

Chairman and Chief Executive Officer since July 2005
Michael H. McGarry (a)
56

Chief Operating Officer since August 2014
Viktoras R. Sekmakas (b)
54

Executive Vice President since September 2012
Frank S. Sklarsky (c)
58

Executive Vice President and Chief Financial Officer since August 2013
Glenn E. Bost II (d)
63

Senior Vice President and General Counsel since July 2010
David B. Navikas  (e)
64

Senior Vice President, Strategic Planning and Corporate Development since August 2013
Cynthia A. Niekamp (f)
55

Senior Vice President, Automotive Coatings since August 2010
(a)
McGarry has executive oversight responsibility for all of PPG’s strategic business units and operating regions and for the global Information Technology (IT), Environment, Health and Safety, and Purchasing and Logistics functions. From February 2013 until August 2014, Mr. McGarry was responsible for leading the Architectural Coatings-EMEA (Europe, Middle East and Africa) segment, the architectural coatings Americas and Asia Pacific businesses, the flat glass business and the EMEA region. His responsibilities also included the global Information Technology, Environmental Health and Safety and Corporate Quality functions. From September 2012 until February 2013, he was responsible for the global aerospace and automotive refinish businesses. Mr. McGarry led the Commodity Chemicals segment from July 2008 until the separation of that business on January 28, 2013. He held the positions of Executive Vice President from September 2012 through July 2014 and Senior Vice President, Commodity Chemicals from July 2008 until August 2012.
(b)
Mr. Sekmakas is responsible for leading the industrial coatings, packaging coatings, flat glass, fiber glass and specialty coatings and
 
materials businesses, the Asia Pacific region and has managerial responsibility for the Purchasing and Logistics function. From September 2012 until February 2013, he was responsible for the industrial coatings, packaging coatings and protective and marine coatings businesses and the EMEA region. Previously, he held the following leadership positions: Senior Vice President, industrial coatings and President, Europe from September 2011 until August 2012; Senior Vice President, industrial coatings and President, Asia Pacific coatings from August 2010 until September 2011; Vice President industrial coatings and President, Asia Pacific coatings from March 2010 until August 2010; and President PPG Asia Pacific from July 2008 until March 2010.
(c)
Mr. Sklarsky was appointed Executive Vice President, Finance, in April 2013 when he joined PPG. Prior to joining PPG, Mr. Sklarsky was Executive Vice President and Chief Financial Officer of Tyco International, Ltd. from December 2010 until September 2012, and was Executive Vice President and Chief Financial Officer of Eastman Kodak Company from November 2006 until December 2010.
(d)
Mr. Bost held the position of Vice President and Associate General Counsel from July 2006 through June 2010. 
(e)
Mr. Navikas held the position of Senior Vice President, Finance and Chief Financial Officer from June 2011 until August 2013. From March 2000 until June 2011, he held the position of Vice President and Controller. Mr. Navikas has announced his intention to retire effective March 1, 2015.
(f)
Ms. Niekamp is responsible for the automotive OEM coatings business and the Latin America regions. Ms. Niekamp was appointed Vice President, Automotive Coatings in January 2009 when she joined PPG from BorgWarner, Inc.

Item 4. Mine Safety Disclosures
Not Applicable.


2014 PPG ANNUAL REPORT AND FORM 10-K 17
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Part II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The information required by Item 5 regarding market information, including stock exchange listings and quarterly stock market prices, dividends and holders of common stock is included in Exhibit 13.1 filed with this Form 10-K and is incorporated herein by reference. This information is also included in the PPG Shareholder Information on page 5 of the Annual Report to shareholders.
Directors who are not also officers of the Company receive common stock equivalents pursuant to the PPG Industries, Inc., Deferred Compensation Plan for Directors (“PPG Deferred Compensation Plan for Directors”). Common stock equivalents are hypothetical shares of common stock having a value on any given date equal to the value of a share of common stock. Common stock equivalents earn dividend equivalents that are converted into additional common stock equivalents but carry no voting rights or other rights afforded to a holder of common stock. The common stock equivalents credited to directors under this plan are exempt from registration under Section 4(2) of the Securities Act of 1933 as private offerings made only to directors of the Company in accordance with the provisions of the plan.
Under the PPG Deferred Compensation Plan for Directors, each director may elect to defer the receipt of all or any portion of the compensation paid to such director for serving as a PPG director. All deferred payments are held in the form of common stock equivalents. Payments out of the deferred accounts are made in the form of common stock of the Company (and cash as to any fractional common stock equivalent). The directors, as a group, were credited with 12,862; 16,770; and 30,491 common stock equivalents in 2014, 2013 and 2012, respectively, under this plan. The values of the common stock equivalents, when credited, ranged from $191.17 to $219.82 in 2014, $138.55 to $183.92 in 2013 and $85.12 to $124.55 in 2012.
Issuer Purchases of Equity Securities
Month
Total Number of Shares Purchased
Avg. Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs  (1)
Max. Number of Shares That May Yet Be Purchased Under the Programs
October 2014
 
 
 
 
    Repurchase program
364,049

$
189.59

364,049

6,714,246

November 2014


 
 
 
    Repurchase program
413,084

$
209.57

413,084

6,301,162

December 2014


 
 
 
    Repurchase program
642,876

$
225.11

642,876

5,658,286

Total quarter ended December 31, 2014


 
 
 
    Repurchase program
1,420,009

$
211.48

1,420,009

5,658,286

(1) In April 2014, PPG's board of directors authorized a $2 billion repurchase program. The remaining shares that may yet to be purchased under the $2 billion repurchase program have been calculated based upon PPG's
 
closing stock price on the last business day of the respective month. These repurchase programs have no expiration date.
No shares were withheld or certified 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 in the fourth quarter of 2014.
Item 6. Selected Financial Data
The information required by Item 6 regarding the selected financial data for the five years ended December 31, 2014 is included in Exhibit 13.2 filed with this Form 10-K and is incorporated herein by reference. This information is also reported in the Five-Year Digest on page 86 of the Annual Report to shareholders.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Strategic Transformation
During 2014 and 2013, PPG has completed several steps in its strategic transformation into a more focused coatings and specialty materials company.
In November 2014, PPG completed the acquisition of Comex, an architectural coatings company headquartered in Mexico City, Mexico. Comex manufactures coatings and related products in Mexico and sells them in Mexico and Central America principally through approximately 3,700 stores that are independently owned and operated by more than 700 concessionaires.
In March 2014, PPG completed the sale of its 51% ownership interest in its Transitions Optical joint venture and 100% of its optical sunlens business to Essilor.
In April 2013, PPG completed the acquisition of the North American architectural coatings business of Akzo Nobel N.V. The acquisition included the purchase of a number of leading brands and 526 paint stores, net of redundant store closures, in the U.S., Canada and the Caribbean.
In January 2013, PPG completed the separation of its commodity chemicals business and the merger of the subsidiary holding the PPG commodity chemicals business with a subsidiary of Georgia Gulf Corporation ("Georgia Gulf").
Refer to Note 2, "Acquisitions and Dispositions" under Item 8 of this Form 10-K for financial information relating to these transactions.



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Performance in 2014 compared with 2013
Performance Overview
Net sales increased $1.1 billion, or 8%, from the prior year to $15,360 million primarily due to sales from acquired businesses (4%), higher sales volumes (3%) and higher selling prices (1%). Acquired businesses added about $600 million of sales in 2014, primarily due to the first quarter 2014 sales of the acquired Akzo Nobel North American architectural coatings business which closed in April 2013, as well as two months of sales of the acquired Comex business which closed in early November 2014. Additionally, the Company completed several other smaller acquisitions in 2014 and 2013, for which partial year impacts are included in the 2014 results. Year-over-year sales volumes, excluding acquisition-related impacts, were fairly consistent across all regions advancing 3.5% overall. The sales growth was led by a 4.3% improvement in the U.S. and Canada, with growth rates generally uniform each quarter of the year. Asia-Pacific sales also grew 3.9%, and Latin America sales grew 3.5% year-over-year. Sales for the Europe, Middle-East and Africa region grew 2.4%, with growth primarily occurring in the first half of the year. Pricing advanced slightly in aggregate, with a focus on offsetting cost inflation.
Cost of sales, exclusive of depreciation and amortization, increased $477 million, or 6%, from the prior year to $8,791 million primarily due to higher sales volumes and the inclusion of cost of sales from acquired businesses partially offset by lower manufacturing costs and the impact of foreign currency translation. Cost of sales as a percentage of sales improved 1% to 57% in 2014 compared to 58% in 2013.
Selling, general and administrative expenses increased $272 million, or 8%, from the prior year to $3,758 million, primarily due to the inclusion of acquired businesses and overhead cost inflation. Selling, general and administrative expenses as a percentage of sales was 24.5% in 2014 and 24.4% in 2013.
In 2013, the Company recorded a pre-tax restructuring charge of $98 million related to a restructuring plan focused on achieving cost synergies through improved productivity and efficiencies. The restructuring plan primarily related to the acquired Akzo Nobel North American architectural coatings business, but also included smaller targeted actions for PPG's legacy architectural business, as well as other businesses where market conditions remain very challenging, most notably protective and marine coatings and certain European businesses such as architectural coatings and fiber glass.
In the fourth quarter 2014, the Company recorded a pre-tax charge of $317 million representing costs related to a debt refinancing undertaken to lower the Company's future interest costs. The charge consists of an aggregate make-whole cash premium of $179 million for the redemption of public notes, an aggregate cash premium of $43 million for debt redeemed through a tender offer, a realization of net unamortized losses of $89 million on interest rate swaps and forward starting swaps, and a balance of unamortized fees and discounts of $6 million related to the debt redeemed. Refer to Note 8, "Borrowings and Lines of Credit" in Item 8 of this Form 10-K for additional information.
Other charges increased $32 million from the prior year to $221 million primarily due to higher legacy environmental remediation charges. The Company recorded pre-tax
 
environmental charges for the environmental remediation at a former chromium manufacturing plant and associated sites in New Jersey of $136 million and $89 million in 2014 and 2013, respectively.
Other income increased $133 million from the prior year to $260 million due primarily to gains realized on the sales of assets by an equity affiliate and our flat glass business.
The effective tax rate on income before income taxes was 18.3% and 20.6% in 2014 and 2013, respectively. The Company's adjusted effective tax rate on income before income taxes, excluding certain nonrecurring charges was 23.9% in 2014 and 23.1% in 2013. See the Regulation G reconciliation below for details of PPG's adjusted effective tax rate from continuing operations.
Diluted earnings-per-share for the year ended December 31, 2014 were $15.03, comprised of net income from continuing operations of $8.10 and discontinued operations, net of tax of $6.93. These diluted earnings per share from continuing operations compare to $6.55 in the year ended December 31, 2013. Operationally, each reporting segment delivered earnings growth of at least 15%. The Company benefited from the 5.7 million shares of stock repurchased in 2013 as well as the 3.8 million shares of stock repurchased during 2014. The diluted earnings per share from discontinued operations relates to the Transitions Optical joint venture and sunlens business which were sold in March of 2014.
Regulation G Reconciliation - Results from Operations
PPG Industries believes investors’ understanding of the Company’s operating performance is enhanced by the disclosure of income before income taxes, PPG's effective tax rate, tax expense, net income from continuing operations and earnings per diluted share adjusted for nonrecurring charges. PPG’s management considers this information useful in providing insight into the company’s ongoing operating performance because it excludes the impact of items that cannot reasonably be expected to recur on an ongoing basis. Income before income taxes, the effective tax rate, tax expense, net income from continuing operations and earnings per diluted share adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered a substitute for income before income taxes, the effective tax rate, tax expense, net income from continuing operations or earnings per diluted share or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted income before income taxes, adjusted effective tax rate, adjusted tax expense, adjusted net income from continuing operations and adjusted earnings per diluted share from continuing operations may not be comparable to similarly titled measures as reported by other companies.


2014 PPG ANNUAL REPORT AND FORM 10-K 19
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Income before income taxes is reconciled to adjusted income before income taxes below:
 
Years-ended December 31
($ in millions, except per share amounts)
2014
2013
Income before income taxes
$
1,416

$
1,226

Income before income taxes includes:
 
 
Charges related to business restructuring
—

98

Charge related to debt refinancing
317

—

Charges related to environmental remediation
138

101

Charges related to transaction-related costs
62

36

Gain on asset dispositions
(116
)
—

         Pension settlement costs
7

18

Adjusted income before income taxes
$
1,824

$
1,479

The effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations below:
Year-ended December 31, 2014
 
   ($ in millions, except per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
Effective tax rate, continuing operations
$
1,416

 
$
259

 
18.3
%
Includes:
 
 
 
 
 
Charge related to debt refinancing
317

 
117

 
36.9
%
Charges related to environmental remediation
138

 
52

 
37.7
%
Charges related to transaction-related costs
62

 
20

 
32.3
%
Gain on asset dispositions
(116
)
 
(43
)
 
37.1
%
Pension settlement costs
7

 
2

 
28.6
%
Favorable foreign tax ruling
—

 
29

 


Adjusted effective tax rate, continuing operations, excluding certain charges
$
1,824

 
$
436

 
23.9
%

Year-ended December 31, 2013
 
   ($ in millions, except per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
Effective tax rate, continuing operations
$
1,226

 
$
253

 
20.6
%
Includes:
 
 
 
 
 
Charges related to business restructuring
98

 
25

 
25.5
%
Charges related to environmental remediation
101

 
37

 
36.6
%
Charges related to transaction-related costs
36

 
12

 
33.3
%
Legacy pension settlement costs
18

 
5

 
27.8
%
U.S. tax law change enacted in 2013
—

 
10

 
 
Adjusted effective tax rate, continuing operations, excluding certain charges
$
1,479

 
$
342

 
23.1
%
 
Net income (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income (attributable to PPG) and adjusted earnings per share – assuming dilution below:
Year-ended December 31, 2014
 
   ($ in millions, except per share amounts)
$
 
EPS
Net income from continuing operations (attributable to PPG)
$
1,133

 
$
8.10

Net income from continuing operations (attributable to PPG) includes:
 
 
 
Charge related to debt refinancing
200

 
1.44

Charges related to environmental remediation
86

 
0.61

Charges related to transaction-related costs
42

 
0.30

Gain on asset dispositions
(73
)
 
(0.52
)
Pension settlement costs
5

 
0.03

Favorable foreign tax ruling
(29
)
 
(0.21
)
Adjusted net income from continuing operations (attributable to PPG)
$
1,364

 
$
9.75


Year-ended December 31, 2013
 
   ($ in millions, except per share amounts)
$
 
EPS
Net income from continuing operations (attributable to PPG)
$
950

 
$
6.55

Net income from continuing operations (attributable to PPG) includes:
 
 
 
Charges related to business restructuring
73

 
0.50

Charges related to environmental remediation
64

 
0.44

Charges related to transaction-related costs
24

 
0.16

Legacy pension settlement costs
13

 
0.09

U.S. tax law change enacted in 2013
(10
)
 
(0.07
)
Adjusted net income from continuing operations (attributable to PPG)
$
1,114

 
$
7.67


Results of Reportable Business Segments
 
Net sales
 
Segment income
($ in millions)
2014
 
2013
 
2014
 
2013
Performance Coatings
$
8,698

 
$
7,934

 
$
1,205

 
$
1,043

Industrial Coatings
5,552

 
5,264

 
951

 
824

Glass
1,110

 
1,067

 
81

 
56

 
Performance of Reportable Business Segments
Performance Coatings
Performance Coatings net sales increased $764 million, or approximately 10% from 2013, to $8,698 million primarily due to net sales from acquisitions, including the Akzo Nobel North American architectural coatings acquisition and Comex, partially offset by unfavorable currency translation. Acquisitions contributed an 8% increase in net sales for the year. Prices increased modestly, and segment volumes, excluding acquisitions, advanced nearly 2% across all major regions.
Architectural coatings-EMEA sales volumes improved by low-single digit percentages year-over-year aided by partial demand recovery in some regions and in comparison to strengthening prior year levels. Sales volume improvement occurred early in the year, aided by favorable weather conditions,


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which was partially offset by lower year-over-year sales volumes late in the year.
The protective and marine coatings business experienced modest sales improvement, driven primarily by sales volume increases in the North American and European protective markets. Marine new-build sales volumes were negative early in the year, but positive late in the year.
The aerospace and automotive refinish businesses both delivered slightly higher sales volumes year-over-year in each major region. Demand trends in the overall aerospace industry continued to remain favorable globally. Refinish growth was supported by higher emerging region activity and solid growth in the developed regions, including benefits from the expansion of the vehicle parc in Asia, higher North American demand and a partial demand recovery in Europe. Excluding the impacts of acquisitions and currency, architectural coatings, America and Asia Pacific, net sales were up modestly year over year.
Segment income increased $162 million, or 16% from the prior year, to $1,205 million primarily due to the increase in net sales and acquisitions, including the further realization of cost synergies, partially offset by cost inflation.
In the first quarter of 2015, moderate North American architectural coatings market demand growth is expected to continue, including growth in both residential and non-residential end use-markets. The company will be making growth-related investments during 2015 in certain architectural coatings distribution channels in the region. This includes additional sales and marketing efforts and the addition of new company-owned store locations. The protective and marine business is expected to deliver year-over-year sales volume growth in the first quarter of 2015 due to improving Asian marine new build end-use market demand.
Looking forward for the segment, the Comex acquisition is expected to add between $180 to $200 million of sales in the first quarter 2015. Additionally, based on current exchange rates, we expect foreign currency translation to be unfavorable in sequential and year-over-year sales and earnings comparisons.
Industrial Coatings
Industrial Coatings segment net sales increased $288 million, or 6% from the prior year, to $5,552 million primarily due to sales volume growth of 6%. PPG’s global automotive OEM business grew net sales by high single-digit percentages year-over-year, and continued a multi-quarter trend of outperforming global industry growth. PPG continues to benefit from the adoption of new technologies and ongoing focus on customer service and customer process improvement initiatives. Growth accelerated in the industrial coatings business, aided by continued North American and emerging region strength, and European demand remained positive year-over-year. Packaging coatings year-over-year net sales were lower, reflecting continued weakness in Europe. Specialty coatings and materials net sales grew year-over-year aided by higher sales volumes in OLED materials, optical materials, precipitated silicas and Teslin®.
Segment income increased $127 million, or 15% from the year ended December 31, 2013, to $951 million primarily due to the benefit from sales volume growth and improved manufacturing
 
costs as a result of our continued focus on increased productivity and efficiency.
The Industrial Coatings segment is our most geographically diverse segment and currency translation is expected to negatively impact year-over-year financial results in the first quarter of 2015. On a sequential quarter basis, we expect that higher sales seasonally will be partly offset by unfavorable currency translation as current rates are below fourth quarter average conversion rates for many currencies. Recent global industrial production trends are expected to continue, resulting in generally consistent demand growth for PPG products.
Glass
Glass net sales increased $43 million, or 4% compared to the prior year, to $1,110 million primarily due to higher pricing and sales volumes in flat glass and higher sales volumes in fiber glass. Sales volumes in flat glass reflect improvements in residential and non-residential end-use market demand, partly offset by unfavorable currency translation, primarily the Canadian dollar.
Segment income increased $25 million from 2013, to $81 million as the benefit of manufacturing cost improvements and the impact of improved sales were partially offset by higher costs stemming from scheduled maintenance projects. Higher natural gas-based energy costs early in the year were also a negative factor although this impact declined later in the year.
Looking ahead, overall demand growth is expected to continue in flat glass, as is the favorable value-added product mix. Mixed global fiber glass demand trends are expected to continue. Unfavorable currency translation is also expected sequentially and year-over-year, although the majority of the segment sales are U.S. dollar denominated.
The segment will incur higher pension and other post-employment benefits ("OPEB") expense in 2015 versus 2014 stemming from revised mortality assumptions and a lower year-end discount rate. However, year-over-year earnings comparisons will benefit from the absence of first quarter 2014 costs associated with significant plant maintenance projects.
Review and Outlook
During 2014, overall economic conditions remained mixed among the major global economies, with the pace of economic activity in each region fairly constant throughout the year. Demand was also varied by major coatings end-use market; however, we realized global growth in nearly all end-use categories. These economic trends were an important element in PPG’s aggregate sales volume growth of 3.5% compared to the previous year. PPG achieved sales volume growth of greater than 2% in each major region for the year, and sales volume growth improved in every major region versus 2013 growth levels.
Year-over-year sales volumes grew about 4% in the U.S. and Canada in 2014, with sales volume growth adding to strong prior year gains and broad-based growth across many PPG businesses. The U.S. and Canada remained PPG’s largest region representing 47% of 2014 sales. During 2014, industrial activity continued to improve in the region aided by low regional energy costs, continued demand and production increases in several industries, including automotive OEM and aerospace.


2014 PPG ANNUAL REPORT AND FORM 10-K 21
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Construction spending in the region continued to recover in a measured manner. U.S. housing starts grew moderately during the year and were supplemented by continued, modest improvement in the residential remodeling market. Non-residential construction demand remained suppressed early in the year but exhibited stronger but inconsistent growth in the latter portion of the year. Although smaller in size, demand growth in the Canadian construction market was also modest. Growth in the region and various end-use markets was also aided somewhat by lower U.S. unemployment rates which improved throughout the year. Falling energy and gasoline prices late in the year are expected to result in improved consumer spending and additional regional growth prospects for PPG entering 2015.
The pace of European economic activity remained subdued in 2014, with the region continuing to face limited employment growth. Industrial production and gross domestic product growth was mixed by country and generally weak across the region. Regional demand was strongest early in the year aided somewhat by modest winter weather conditions, with PPG year-over-year sales volumes advancing by about 5% in the first quarter. Demand trends were more muted for the remainder of the year, with full year regional sales volume growth of 2%. However, the level of demand was not consistent across the various countries in the region, as certain Eastern European countries and the U.K. experienced solid demand growth, while other large countries in the region, including France, remained challenged from a demand perspective. Europe remains a very large region for PPG, representing just under one-third of PPG’s 2014 sales. Overall Company sales volumes in the region are still down nearly 20% in comparison to 2008 pre-recession levels, reflecting economic weakness in prior years without any substantive or broad recovery. From a currency perspective, late in the year the Euro weakened considerably against the U.S. dollar. While the regional economy remains muted, a lower Euro may aid exports in 2015. Additionally, global oil prices rapidly descended late in 2014, and the European economies stand to benefit considerably if prices remain at low levels in 2015 given the large level of oil imported in the region and no significant detriment to lower oil pricing given the minimal amount of oil production regionally.
In the aggregate, emerging region economies continued to expand during 2014; however, growth rates varied considerably by country, and overall emerging region economic growth was lower than previous years. The emerging market regions of Asia and Latin America represented 22% of PPG’s sales 2014 sales, with Asia the largest emerging region having sales of about $2.5 billion. Company sales volumes increased in Asia overall by about 4%, with China sales volume growth considerably higher. China remained PPG’s second largest individual country from a sales perspective in 2014. As a result of the Comex acquisition, PPG has notably expanded our sales in emerging regions. In 2015, Mexico may overtake China as PPG's second largest individual country from a sales perspective. The largest gains in Asia were in the Industrial Coatings segment, including the benefit of just below 10% industry growth in Chinese automotive production. Offsetting these improvements was muted demand in a few end-use markets, including consumer electronics and certain heavy-duty equipment subsectors. Also,
 
marine new-build activity was lower early in the year, but began to grow later in the year. Demand in the Latin American economies remained erratic due to a variety of economic factors, including high inflation rates and weakening currencies in comparison to the U.S. dollar. PPG's Latin American sales volumes were up 3.5% for the year, with differences by end-use market and country. Heading into 2015, PPG anticipates consistent overall Company sales volume growth in emerging regions supported by more moderate growth in China, and less negative or improving demand in certain other emerging countries.
Looking ahead to 2015, we anticipate growth rates will remain mixed by region, with North American and Asian economies continuing to grow at rates generally consistent with 2014. We anticipate growth will remain the strongest in the U.S. economy, including a further strengthening of initial growth that started in 2014 in non-residential construction. Increased global demand is expected in the automotive OEM and aerospace industries. We expect emerging regions growth to remain mixed, but we expect PPG to post solid aggregate growth based on the specific end-use markets the Company supplies. Our base case assumption is that European growth will remain mixed by country but subdued overall, but that exports may benefit from a weaker Euro versus other currencies and lower global energy pricing.
In April 2013, PPG completed the acquisition of Akzo Nobel’s North American architectural coatings business. The Company targeted $200 million in annual savings relating to business synergies stemming from the acquisition. Throughout 2014 and 2013, PPG executed actions relating to capturing these synergies, and substantially all of the actions were completed by the end of 2014, achieving the targeted annual run-rate savings one year ahead of schedule. We will realize incremental annual saving of about $20 million in 2015, related to synergy capture actions completed during 2014 that will not reach their anniversary until 2015.
During 2014, PPG also finalized substantially all of the actions related to previously announced Company restructuring programs, except for a few remaining actions related to the 2013 restructuring plan which are expected to be completed during the first half of 2015. PPG remains aggressive with respect to cost management, and will continually monitor the company’s cost structure relative to projected regional and end use-market demand levels. The Company will proactively make adjustments to its cost structure as appropriate.
Raw materials are a significant input cost in the manufacture of coatings. PPG typically experiences fluctuating prices for energy and raw materials driven by various factors, including supply and demand imbalances, global industrial activity levels and changes in supplier feedstock costs and inventories. Given the recent volatility in certain energy-based input costs, the Company is not able to predict with certainty the 2015 full year impact of related changes in raw material pricing. Also, given the distribution nature of many of our businesses, logistics and distribution costs are sizable costs, as are wages and benefits but to a lesser degree. For 2014, in aggregate, these cost components were similar year-over-year with certain categories


22 2014 PPG ANNUAL REPORT AND FORM 10-K
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increasing, such as logistics costs and wages in certain regions, while others were flat or declined modestly.
Pension and postretirement benefit costs, excluding curtailments and special termination benefits, were $123 million in 2014, down $54 million from $177 million in 2013. In 2015, we expect pension and other postretirement benefit costs to increase by approximately $60 to $65 million due to revised mortality assumptions and a lower liability discount rate as measured at year-end 2014. During 2014, PPG's cash contributions to defined benefit pension plans totaled $41 million. Total cash contributions to global defined benefit pension plans were $174 million and $80 million in 2013 and 2012, respectively. We expect to make mandatory contributions to our non-U.S. plans in the range of $10 million to $20 million in 2015 .
In an effort to offset the adverse impact of cost inflation on income from continuing operations, in 2014 the Company implemented modestly higher selling prices, with overall pricing up one-half of one percent for the year. Selective pricing actions are currently planned in 2015, with actions expected to differ by business and region.
A variety of foreign currencies began to weaken in the second half of 2014 versus the U.S. dollar. Based on mid-January 2015 exchange rates, the Company expects year-over-year currency translation will unfavorably impact 2015 sales by $650 million to $750 million, and 2015 earnings by about $65 million to $75 million. Since mid-January, certain foreign currencies have continued to weaken versus the U.S. dollar, thus the unfavorable currency translation impact to 2015 sales and earnings could be larger than the mid-January 2015 ranges stated above. The company generally purchases raw materials, incurs manufacturing cost and sells finished products in the same currency, so it typically incurs more modest transactional-related currency impacts to earnings.
The company expects $55 million of lower net interest expense for 2015 due to a debt refinancing completed in the fourth quarter of 2014, partially offset by lower interest income from lower aggregate cash and short-term investment balances in 2015. The net interest savings will vary by quarter. Year-over-year net interest expense is expected to be approximately $20 million lower in the first quarter, and range from $10 million to $15 million lower in the second, third and fourth quarters.
We expect our ongoing effective tax rate from continuing operations to be in the range of 24.0% to 25.0% in 2015. This rate is slightly higher than the 2014 rate primarily due to the impact of earnings from the acquired business of Comex, which are primarily earned in Mexico, where the statutory tax rate is higher than the Company’s effective global tax rate. Because of the differences in the tax rates in the countries in which we operate, a shift in the geographic mix of earnings will impact our overall ongoing tax rate.
Over the past five years, the Company used $3.3 billion of cash to repurchase about 28 million shares of stock, and the Company ended the year with approximately $1.7 billion remaining under the current authorization from the Board of Directors. PPG announced in January 2014, its intention to
 
deploy between $3.0 billion and $4.0 billion of incremental cash over an 18 to 24 month period. During 2014, the Company deployed approximately $3.2 billion of cash for acquisitions, including repayment of acquired debt, and share repurchases. In January 2015, the Company announced a new cash deployment target for acquisitions and share repurchases of between $1.5 billion and $2.5 billion for years 2015 and 2016 combined. The Company expects continued strong free cash flow in 2015.
Accounting Standards Adopted in 2014
Note 1, “Summary of Significant Accounting Policies,” under Item 8 describes the Company’s recently adopted accounting pronouncements.
Accounting Standards to be Adopted in Future Years
Note 1, “Summary of Significant Accounting Policies,” under Item 8 describes accounting pronouncements that have been promulgated prior to December 31, 2014 but are not effective until a future date.
Performance in 2013 compared with 2012
Performance Overview
Net sales increased $1,579 million, or 12% from the prior year, to $14,265 million primarily due to sales of acquired businesses, which increased net sales by approximately 10%. The Akzo Nobel North American architectural coatings business acquired in April 2013 contributed approximately $1,165 million in net sales while the acquisitions of Deft, an aerospace coatings business acquired in May 2013, and the Spraylat coatings business acquired in December 2012, contributed approximately $166 million combined.
Overall sales volumes, excluding acquisitions, were level with the prior year as sales volume growth in the Industrial Coatings and Glass segments as well as the aerospace business was offset by a volume declines in the other businesses in the Performance Coatings segment. Sales volumes were inconsistent by region. The U.S. and Canada and the Latin America regions' sales volumes were up nearly 3% year over year. Growth occurred in many end-use markets in Asia Pacific, although total sales volumes for the region were nearly level year over year due to declines stemming from lower marine new-build end-use market demand. Sales volumes in Europe were down 3% year over year due to weak demand that occurred in the first half of the year. The 2013 volume decline in Europe continued the trend experienced since the recession began in 2009. Higher selling prices added just over 1% to net sales which included the carryover impact from 2012 price increases to offset current year inflation in certain cost components, including increases in transportation, energy and labor costs. The impact of foreign currency translation on net sales was flat for the year, although results were mixed by currency.
Cost of sales, exclusive of depreciation and amortization, increased $715 million, or 9% from the prior year, to $8,314 million primarily due to the inclusion of cost of sales from acquired businesses partially offset by lower manufacturing costs. Cost of sales as a percentage of sales in 2013 was 58.3% compared to 59.9% in 2012. This decrease is largely due to shifts in sales margin mix related to the businesses acquired.
Selling, general and administrative expenses increased by $499 million, or 17% from the prior year, to $3,486 million


2014 PPG ANNUAL REPORT AND FORM 10-K 23
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principally related to the inclusion of acquired businesses and overhead cost inflation partly offset by the impact of our continued focus on cost management, including savings from restructuring actions initiated in 2012. As a percent of sales, selling, general and administrative expenses increased slightly to 24.4% in 2013 from 23.5% in 2012 primarily due to the addition of acquired businesses which have higher distribution related costs.
Depreciation expense increased $41 million, or 14% from the prior year, to $333 million primarily due to the depreciation of the acquired businesses.
The pre-tax restructuring charge of $98 million relates to a restructuring plan approved in the third quarter of 2013 focused on achieving cost synergies, through improved productivity and efficiency, related to the acquired North American architectural coatings business, but also includes smaller targeted actions for PPG's legacy architectural business, as well as other businesses where market conditions remain very challenging, most notably protective and marine coatings and certain European businesses such as architectural coatings and fiber glass.
Other charges decreased $34 million, or 15% from the prior year, to $189 million primarily due to lower legacy environmental remediation charges in 2013. In 2013, the largest charge included in other charges relates to a pre-tax charge of $89 million for the environmental remediation at a former chromium manufacturing plant and associated sites in New Jersey and a pre-tax charge of $12 million related to environmental remediation at a legacy chemical manufacturing site. The 2012 other charges included a pre-tax charge of $159 million, related primarily to the environmental remediation at the former chromium manufacturing plant and associated sites in New Jersey.
Other income decreased $11 million, or 8% from the prior year, to $127 million primarily due to lower equity earnings, primarily from our Asian fiber glass joint ventures as a result of a decline in demand in the personal computer market and lower licensing earnings in the Glass segment.
The effective tax rate on income before income taxes was 20.6% and 17.9% in 2013 and 2012, respectively. The Company's adjusted effective tax rate on income before income taxes, excluding certain charges was 23.1% in 2013 and 21.4% in 2012. See the Regulation G reconciliation below for details of PPG's adjusted effective tax rate from continuing operations.
Diluted earnings-per-share for 2013 were $22.27 per-share, comprised of net income from continuing operations of $6.55 per-share and discontinued operations, net of tax of $15.72 per-share. The increase in diluted earnings-per-share resulted from higher net income and a reduction in the number of shares outstanding as a result of the 10.8 million PPG shares tendered to the Company in the exchange offer in connection with the separation and merger of the Company's former commodity chemicals business as well as the approximately 5.7 million shares repurchased during 2013. For more information about the separation and merger of the Company's former commodity chemicals business, see Note 2, “Acquisitions and Dispositions ,” under Item 8 of this Form 10-K.
 
Regulation G Reconciliation - Results from Operations
PPG Industries believes investors’ understanding of the Company’s operating performance is enhanced by the disclosure of income before income taxes, PPG's effective tax rate, tax expense, net income from continuing operations and earnings per diluted share adjusted for nonrecurring charges. PPG’s management considers this information useful in providing insight into the company’s ongoing operating performance because it excludes the impact of items that cannot reasonably be expected to recur on an ongoing basis. Income before income taxes, the effective tax rate, tax expense, net income from continuing operations and earnings per diluted share adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles ("GAAP") and should not be considered a substitute for income before income taxes, the effective tax rate, tax expense, net income from continuing operations or earnings per diluted share or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted income before income taxes, adjusted effective tax rate, adjusted tax expense, adjusted net income from continuing operations and adjusted earnings per diluted share from continuing operations may not be comparable to similarly titled measures as reported by other companies.
Income before income taxes is reconciled to adjusted income before income taxes below:
Years-ended December 31
2013
2012
( $ in millions, except per share amounts)
Income before income taxes
$
1,226

$
828

Income before income taxes includes:
 
 
Charges related to business restructuring
98

176

Charges related to environmental remediation
101

159

Charges related to transaction-related costs
36

11

Legacy pension settlement costs
18

—

Adjusted income before income taxes
$
1,479

$
1,174

The effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations below:
Year-ended December 31, 2013
 
   ($ in millions, except per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
Effective tax rate, continuing operations
$
1,226

 
$
253

 
20.6
%
Includes:
 
 
 
 
 
Charges related to business restructuring
98

 
25

 
25.5
%
Charges related to environmental remediation
101

 
37

 
36.6
%
Charges related to transaction-related costs
36

 
12

 
33.3
%
Legacy pension settlement costs
18

 
5

 
27.8
%
U.S. tax law change enacted in 2013
 
 
10

 


Adjusted effective tax rate, continuing operations, excluding certain charges
$
1,479

 
$
342

 
23.1
%



24 2014 PPG ANNUAL REPORT AND FORM 10-K

Year-ended December 31, 2012
 
   ($ in millions, except per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
Effective tax rate, continuing operations
$
828

 
$
148

 
17.9
%
Includes:
 
 
 
 
 
Charges related to business restructuring
176

 
39

 
22.2
%
Charges related to environmental remediation
159

 
60

 
37.7
%
Charges related to transaction-related costs
11

 
4

 
36.4
%
Adjusted effective tax rate, continuing operations, excluding certain charges
$
1,174

 
$
251

 
21.4
%
Net income from continuing operations (attributable to PPG) and earnings per share from continuing operations – assuming dilution (attributable to PPG) are reconciled to adjusted net income from continuing operations (attributable to PPG) and adjusted earnings per share from continuing operations – assuming dilution below:
Year-ended December 31, 2013
Net Income
   ($ in millions, except per share amounts)
$
 
EPS
Net income from continuing operations (attributable to PPG)
$
950

 
$
6.55

Net income from continuing operations (attributable to PPG) includes:
 
 
 
Charges related to business restructuring
73

 
0.50

Charges related to environmental remediation
64

 
0.44

Charges related to transaction-related costs
24

 
0.16

Legacy pension settlement costs
13

 
0.09

U.S. tax law change enacted in 2013
(10
)
 
(0.07
)
Adjusted net income from continuing operations (attributable to PPG)
$
1,114

 
$
7.67

Year-ended December 31, 2012
Net Income
   ($ in millions, except per share amounts)
$
 
EPS
Net income from continuing operations (attributable to PPG)
$
663

 
$
4.27

Net income from continuing operations (attributable to PPG) includes:
 
 
 
Charges related to business restructuring
137

 
0.89

Charges related to environmental remediation
99

 
0.64

Charges related to transaction-related costs
7

 
0.05

Adjusted net income from continuing operations (attributable to PPG)
$
906

 
$
5.85

Results of Reportable Business Segments
 
Net sales
 
Segment income
($ in millions)
2013
 
2012
 
2013
 
2012
Performance Coatings
$
7,934

 
$
6,899

 
$
1,043

 
$
889

Industrial Coatings
5,264

 
4,755

 
824

 
677

Glass
1,067

 
1,032

 
56

 
63

Performance Coatings
Performance Coatings net sales increased $1,035 million, or 15% from the prior year, to $7,934 million primarily due to net sales from businesses acquired (18%) and modestly higher pricing partially offset by lower sales volumes (5%). Sales volumes remained varied by region and business. Sales volume growth continued in the aerospace coatings business where
 
industry demand remains strong. Automotive refinish sales volumes were level with the prior year as growth in the Asia Pacific and Latin American regions offset sales volume declines in Europe, while the North American refinish sales volumes were consistent with 2012. Offsetting the segment sales volume gains was a decline in sales volume in the protective and marine coatings business due to further, notable weakness in the Asian marine new-build market reflecting lower global demand. U.S. and Canada architectural coatings sales volume declined by low-single-digit percentages with mid-to-high single digit percentage same store growth in company-owned stores, lower sales in national retail accounts and lower sales in the independent dealer channel. The lower sales volume in the national account channel was due to a previously disclosed change in products sold to a large retail customer. EMEA architectural coatings sales declined vs. prior year primarily due to lower sales volumes (down mid-single-digit percentages) as economic conditions worsened in most European countries. However, market demand improved somewhat in the second half of the year but remained negative overall and mixed across the region. Poor weather conditions in the first half of 2013 were also a contributor to the decline in EMEA architectural coatings sales volumes. The decline in EMEA architectural coatings sales volumes was partially offset by the impacts of favorable pricing and foreign currency translation. Segment income was $1,043 million for 2013, an increase of $154 million, or 17%, compared to the prior year primarily due to the income from acquired businesses, lower overhead and manufacturing costs stemming from prior restructuring actions and ongoing cost management, offset partially by the negative impact on segment income from the lower sales volumes.
Industrial Coatings
Industrial Coatings net sales increased $509 million, or 11% from the prior year, to $5,264 million primarily due to sales volume growth (6%) and net sales from acquired businesses (4%). In 2013, PPG's global automotive OEM coatings sales volumes grew 10%, outpacing global industry auto production growth of about 3% year-over-year. The industrial coatings business experienced varied sales volume results by region compared with the prior year, as strong improvements across emerging regions and modestly higher sales volumes in North America were offset by weak demand in Europe. Packaging coatings sales volumes grew modestly in Asia Pacific and Latin America, were down low-single-digits year-over-year in Europe and essentially flat in North America. Specialty coatings and materials sales volumes increased as the silicas business business achieved higher year over year sales volumes in both the U.S. and Europe as a result of solid demand growth. Segment income increased $147 million, or 22% from the prior year, to $824 million primarily due to the impact from the higher sales coupled with ongoing cost management initiatives and the benefits from the Company's restructuring actions initiated in 2012.









2014 PPG ANNUAL REPORT AND FORM 10-K 25

Glass
Glass segment net sales increased $35 million, or 3% from the prior year, to $1,067 million primarily due to higher fiber glass sales volumes. Sales volumes in fiber glass increased modestly, reflecting higher global demand in various end-use markets. Segment income was $56 million, a decrease of $7 million, or 11% from the prior year, primarily due to input cost inflation, including higher natural gas costs, lower licensing income and lower fiber glass equity earnings stemming from weaker personal computer production activity in Asia. These negative factors more than offset reductions in manufacturing costs.
Commitments and Contingent Liabilities, including Environmental Matters
PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. See Item 3, “Legal Proceedings” and Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K for a description of certain of these lawsuits, including a description of the proposed asbestos settlement.
As discussed in Item 3 and Note 13, although the result of any future litigation of such lawsuits and claims is inherently unpredictable, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the proposed asbestos settlement described in Note 13 does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
It is PPG’s policy to accrue expenses for contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.
  As of December 31, 2014 and 2013, PPG had reserves for environmental contingencies totaling $317 million and $337 million , respectively, of which $141 million and $133 million , respectively, were classified as current liabilities. Pre-tax charges against income for environmental remediation costs in 2014, 2013 and 2012 totaled $144 million , $108 million and $166 million, respectively, and are included in “Other charges” in the accompanying consolidated statement of income. Cash outlays related to environmental remediation were $165 million , $111 million, and $62 million in 2014, 2013 and 2012, respectively.
In addition to the amounts currently reserved for environmental remediation, the Company may be subject to loss contingencies related to environmental matters now estimated to
 
be approximately $75 million to $200 million which is lower than the estimate of $100 million to $200 million as of December 31, 2013 as a result of the additional environmental remediation charge recorded in the third quarter of 2014 explained below. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. These reasonably possible unreserved losses relate to environmental matters at a number of sites. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them. The impact of evolving programs, such as natural resource damage claims, industrial site re-use initiatives and state remediation programs, also adds to the present uncertainties with regard to the ultimate resolution of this unreserved exposure to future loss. The Company’s assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments.
The Company continues to analyze, assess and remediate the environmental issues associated with PPG's former chromium manufacturing plant in Jersey City, N.J. and associated sites ("New Jersey Chrome"). During the third quarters of 2014 and 2013, PPG completed assessments of costs incurred to date versus current progress and the potential cost impacts of the most recent information. Based on these assessments, the Company recorded reserve adjustments of $136 million and $89 million in the third quarters of 2014 and 2013, respectively. Principal factors impacting costs included a refinement in the estimate of the mix of hazardous to non-hazardous soils to be excavated, an overall increase in soil volumes to be excavated, enhanced water management requirements, decreased daily soil excavation rates due to site conditions, initial estimates for remedial actions related to groundwater, and increased oversight and management costs.
A charge of $145 million was recorded in the first quarter of 2012 as a result of updated information the Company compiled about the sites that was used to develop a new estimate of the cost to remediate these sites. The updated information was compiled in connection with the preparation of a final draft soil remedial action work plan and cost estimate.
The charges for estimated environmental remediation costs for the previous three years have been significantly higher than PPG’s historical range. Excluding the charges related to New Jersey Chrome, pre-tax charges against income for environmental remediation have ranged between $10 million and $30 million per year for the past 10 years.
Information will continue to be generated from the ongoing groundwater remedial investigation activities related to New Jersey Chrome and will be incorporated into a final draft remedial action work plan for groundwater expected to be submitted to New Jersey Department of Environmental Protection in late 2015 or 2016.


26 2014 PPG ANNUAL REPORT AND FORM 10-K

Liquidity and Capital Resources
During the past three years, PPG has had sufficient financial resources to meet its operating requirements, to fund our capital spending, including acquisitions, share repurchases and pension plans and to pay increasing dividends to shareholders.
Cash from continuing operating activities was $1,807 million, $1,562 million, and $1,410 million in 2014, 2013, and 2012, respectively. Increases in cash from continuing operating activities in 2014 compared to 2013 and in 2013 compared to 2012 were aided by higher income from continuing operations, including income from acquired businesses.
Operating Working Capital is a subset of total working capital and represents (1) receivables from customers, net of allowance for doubtful accounts, (2) inventories, and (3) trade liabilities. See Note 3, “Working Capital Detail” under Item 8 of this Form 10-K for further information related to the components of the Company’s Operating Working Capital. We believe Operating Working Capital represents the key components of working capital under the operating control of our businesses. Operating Working Capital at December 31, 2014 and 2013 was $2.5 billion and $2.6 billion, respectively. A key metric we use to measure our working capital management is Operating Working Capital as a percentage of sales (fourth quarter sales annualized). 
($ in millions, except percentages)
2014
 
2013
 
Trade Receivables, net
$
2,366

 
$
2,414

 
Inventories, FIFO
2,007

 
2,019

 
Trade Creditor's Liabilities
1,919

 
1,790

 
Operating Working Capital
$
2,454

 
$
2,643

(a)  
Operating Working Capital as % of Sales
16.5
%
 
17.8
%
 
(a) Inclusive of amounts related to PPG's interest in the Transitions Optical joint venture and sunlens businesses that were sold on March 31, 2014. Excluding the interest in these businesses, operating working capital was $2,503 or 17.9% at December 31, 2013.
Operating working capital at December 31, 2014 decreased $189 million compared with the prior year. Trade receivables from customers, net, as a percentage of 2014 fourth quarter sales, annualized, was 16.0% , down slightly from 16.2% for 2013. Days sales outstanding was 54 days in 2014, a 3 day improvement from 2013. Inventories on a FIFO basis as a percentage of 2014 fourth quarter sales, annualized, was 13.5% compared to 13.6% in 2013. Inventory turnover was 4.8 times in 2014 and 4.5 times in 2013.
Total capital spending, including acquisitions, was $2,700 million , $1,477 million and $452 million in 2014, 2013, and 2012, respectively. Spending related to modernization and productivity improvements, expansion of existing businesses and environmental control projects was $587 million , $494 million and $330 million in 2014, 2013, and 2012, respectively, and is expected to be in the range of 3.5% to 4.0% of sales during 2015. Capital spending, excluding acquisitions, as a percentage of sales was 3.8%, 3.5% and 2.6% in 2014, 2013 and 2012, respectively. Capital spending related to business acquisitions amounted to $2,113 million , $983
 
million, and $122 million in 2014, 2013 and 2012, respectively. In addition, the Company acquired and repaid $314 million of debt from acquired companies. A primary focus for the Company in 2015 will continue to be prudent cash deployment focused on profitable income growth, including pursuing opportunities for additional strategic acquisitions.
In November 2014, the Company acquired Comex, an architectural coatings company with headquarters in Mexico City, Mexico. In 2014, PPG also completed the acquisition of several smaller companies. The total cost of the 2014 acquisitions, including acquired debt repaid, was $2,427 million, net of cash acquired.
In March 2014, PPG received $1.735 billion in cash proceeds for the sale of its 51% ownership interest in its Transitions Optical joint venture and 100% of its optical sunlens business to Essilor.
In April 2013, the Company acquired the North American architectural coatings business of Akzo Nobel, N.V., Amsterdam and certain assets of a privately-owned U.S. based specialty coatings company. The total cost of 2013 acquisitions was $983 million.
In January 2013, PPG received $900 million in cash proceeds in connection with the closing of the separation of its commodity chemicals business and subsequent merger of the subsidiary holding the PPG commodity chemicals business with a subsidiary of Georgia Gulf. Refer to Note 2, “Acquisitions and Dispositions” under Item 8 of this Form 10-K for financial information regarding these discontinued operations.
The Company’s share repurchase activity in 2014, 2013 and 2012 was about 3.8 million shares at a cost of $750 million, 5.7 million shares at a cost of $1 billion and 1 million shares at a cost of $92 million, respectively. We anticipate completing additional share repurchases during 2015. The Company has approximately $1.7 billion remaining under the current authorization from the Board of Directors, which was approved in 2014. The current authorized repurchase program has no expiration date.
In addition, about 10.8 million shares were added to treasury stock as a result of the January 2013 exchange transaction that was part of the separation of PPG's former commodity chemicals business.
Dividends paid to shareholders totaled $361 million , $345 million and $358 million in 2014, 2013 and 2012, respectively. PPG has paid uninterrupted annual dividends since 1899, and 2014 marked the 43rd consecutive year of increased annual per-share dividend payments to shareholders. The Company raised its per-share dividend 10% in April 2014.
We did not have a mandatory contribution to our U.S. defined benefit pension plans in 2014. We made a voluntary contribution of $ 2 million and $50 million to these plans in 2014 and 2013, respectively. We did not make any contributions to our U.S. defined benefit plans in 2012. We currently do not expect to make mandatory contributions to our


2014 PPG ANNUAL REPORT AND FORM 10-K 27

U.S. defined benefit pension plans in 2015. We made contributions to our non-U.S. defined benefit pension plans of $ 39 million , $124 million and $80 million for 2014, 2013 and 2012, respectively, some of which were required by local funding requirements. We expect to make mandatory contributions to our non-U.S. plans in the range of $10 million to $20 million in 2015 .
In the fourth quarter of 2014, PPG completed a debt refinancing which involved paying approximately $1.7 billion to redeem public notes which was funded by cash proceeds of approximately $1.2 billion from cash on hand and from several debt issuances described below.
In November 2014, PPG completed a public offering of $300 million in aggregrate principal amount of its 2.30% Notes due 2019. These notes were issued pursuant to PPG's existing shelf registration statement. Also in November 2014, PPG entered into three Euro-denominated borrowings. PPG entered into a EURIBOR based variable rate 3-year €500 million bank loan and privately placed a 15-year €80 million 2.5% fixed interest note and a 30-year €120 million 3.0% fixed interest note. Refer to Note 8, "Borrowings and Lines of Credit" under Item 8 of this Form 10-K for financial information regarding these debt obligations.
Also in 2014, PPG increased by $300 million the borrowing capacity under its 2012 five-year credit agreement (the "Credit Agreement") with several banks and financial institutions as further discussed in Note 8, "Borrowings and Lines of Credit" under Item 8 of this Form 10-K. The Credit Agreement now provides for a $1.5 billion unsecured revolving credit facility. The Credit Agreement will terminate on September 12, 2017. During the years ended December 31, 2014 and 2013, there were no borrowings outstanding under the Credit Agreement.
In 2013, PPG repaid its $600 million 5.75% notes due March 15, 2013.
In July 2012, PPG completed a public offering of $400 million in aggregate principal amount of its 2.70% Notes due 2022 (the "2022 Notes"). The 2022 Notes were offered by the Company pursuant to its existing shelf registration statement. The proceeds of this offering of $397 million, net of discount and issuance costs, were used to repay a portion of the $600 million of 5.75% notes in March 2013. The remaining unamortized discount and issuance costs related to the 2022 Notes were recognized in earnings in 2014 as a result of the debt refinancing.
Also during the year ended December 31, 2012 the Company assumed $120 million of debt in an acquisition; repaid $119 million of that debt, and repaid the $71 million of 6.875% notes upon their maturity.
The ratio of total debt, including capital leases, to total debt and equity was 44% at December 31, 2014 up from 41% in 2013.
The Company has $5.0 billion and $3.9 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2014 and December 31, 2013, respectively.  These amounts
 
relate to approximately 200 subsidiaries in more than 60 taxable jurisdictions. As discussed in Note 2, "Acquisitions and Dispositions" under Item 8 of this Form 10-K, PPG recorded a deferred U.S. income tax liability of $247 million on the foreign earnings generated from the sale of its Transitions Optical joint venture in 2014. No significant deferred U.S. income taxes have been provided on the remaining $4.2 billion of PPG's undistributed earnings as they are considered to be reinvested for an indefinite period of time or will be repatriated when it is tax effective to do so. The Company estimates repatriation of undistributed earnings of non-U.S. subsidiaries as of December 31, 2014 and December 31, 2013 would have resulted in a U.S. tax cost of approximately $ 200 million and $ 250 million , respectively.
We continue to believe that our cash on hand and short term investments, cash from operations and the Company’s available debt capacity will continue to be sufficient to fund our operating activities, capital spending, including acquisitions, dividend payments, debt service, amounts due under the proposed asbestos settlement, share repurchases, contributions to pension plans, and PPG’s significant contractual obligations. These significant contractual obligations, along with amounts due under the proposed asbestos settlement are presented in the following table.
 
 
 
 
Obligations Due In:
($ in millions)
Total
 
2015
 
2016-
2017
 
2018-
2019
 
Thereafter
Contractual Obligations
 
 
 
 
 
 
 
 
 
Long-term debt
$
2,942

 
$
363

 
$
855

 
$
425

 
$
1,299

 
Short-term debt
115

 
115

 
—

 
—

 
—

 
Commercial paper
935

 
—

 
935

 
—

 
—

 
Capital lease obligations
33

 
3

 
6

 
5

 
19

 
Operating leases
698

 
180

 
261

 
149

 
108

 
Interest payments (1)
1,139

 
112

 
172

 
147

 
708

 
Pension contributions (2)
20

 
20

 
—

 
—

 
—

 
Unconditional purchase commitments
298

 
152

 
60

 
28

 
58

 
Total
$
6,180

 
$
945

 
$
2,289

 
$
754

 
$
2,192

 
 
 
 
 
 
 
 
 
 
 
Asbestos Settlement (3)
 
 
 
 
 
 
 
 
 
Aggregate cash payments
$
340

 
$
—

 
$
67

 
$
91

 
$
182

 
PPG stock and other
—

 
—

 
—

 
—

 
—

 
Total
$
340

 
$
—

 
$
67

 
$
91

 
$
182

(1)
Includes interest on all outstanding debt.
(2)
Includes the high end of the range of the expected pension contributions for 2015 only, as PPG is unable to estimate the pension contributions beyond 2015.
(3)
We have recorded an obligation equal to the net present value of the aggregate cash payments, along with the PPG stock and other assets to be contributed to a trust under the proposed asbestos settlement. However, PPG has no obligation to pay any amounts under this settlement until the Funding Effective Date, as more fully discussed in Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K.



28 2014 PPG ANNUAL REPORT AND FORM 10-K

At December 31, 2014, the total amount of unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of tax benefits, was approximately $78 million. The timing of payments will depend on the progress of examinations with tax authorities. PPG does not expect a significant tax payment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to when any significant cash settlements with taxing authorities may occur.
The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, including industrial gases, natural gas, coal and electricity, consistent with customary industry practice.
See Note 8, “Borrowings and Lines of Credit,” under Item 8 of this Form 10-K for details regarding the use and availability of committed and uncommitted lines of credit, letters of credit, guarantees and debt covenants.
In addition to the amounts available under the lines of credit, the Company has an automatic shelf registration statement on file with the SEC pursuant to which it may issue, offer and sell from time to time on a continuous or delayed basis any combination of securities in one or more offerings.
Off-Balance Sheet Arrangements
The Company’s off-balance sheet arrangements include the operating leases and unconditional purchase commitments disclosed in the “Liquidity and Capital Resources” section in the contractual obligations table as well as letters of credit and guarantees as discussed in Note 8, “Borrowings and Lines of Credit,” under Item 8 of this Form 10-K.
Critical Accounting Estimates
Management has evaluated the accounting policies used in the preparation of the financial statements and related notes presented under Item 8 of this Form 10-K and believes those policies to be reasonable and appropriate. We believe that the most critical accounting estimates made in the preparation of our financial statements are those related to accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and to accounting for pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives because of the importance of management judgment in making the estimates necessary to apply these policies.
Contingencies
Contingencies, by their nature, relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. The most important contingencies impacting our financial statements are those related to the collectability of accounts receivable, to environmental remediation, to pending, impending or overtly threatened litigation against the Company and to the resolution of matters related to open tax years. For more information on these matters, see Note 3, “Working Capital Detail,” Note 11,
 
“Income Taxes” and Note 13, “Commitments and Contingent Liabilities” under Item 8 of this Form 10-K.
Defined Benefit Pension and Other Postretirement Benefit Plans
Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about inflation, investment returns, mortality, turnover, medical costs and discount rates. The Company has established a process by which management reviews and selects these assumptions annually. See Note 12, “Employee Benefit Plans,” under Item 8 for information on these plans and the assumptions used.
The discount rate used in accounting for pensions and other postretirement benefits is determined by reference to a current yield curve and by considering the timing and amount of projected future benefit payments. The weighted average discount rate assumption at December 31, 2014 is 4.0% for our U.S. defined benefit pension and other postretirement benefit plans. The weighted average discount rate assumption for our U.S. defined benefit pension and other postretirement benefit plans at December 31, 2013 was 4.83%. A change in the discount rate of 100 basis points, with all other assumptions held constant, would impact 2015 net periodic benefit expense for our defined benefit pension and other postretirement benefit plans by approximately $24 million and $15 million, respectively.
The expected return on plan assets assumption used in accounting for our pension plans is determined by evaluating the mix of investments that comprise plan assets and external forecasts of future long-term investment returns. For 2014, the return on plan assets assumption for our U.S. defined benefit pension plans was 7.25%. This assumption is unchanged for 2015. A change in the rate of return of 100 basis points, with other assumptions held constant, would impact 2015 net periodic pension expense by approximately $26 million.
Business Combinations
In accordance with the accounting guidance for business combinations, the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed were recognized as goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating results. In addition to using management estimates and negotiated amounts, the Company uses a variety of information sources to determine the estimated fair values of acquired assets and liabilities including: third-party appraisals for the estimated value and lives of identifiable intangible assets and property, plant and equipment; third-party actuaries for the estimated obligations of defined benefit pension plans and similar benefit obligations; and legal counsel or other experts to assess the obligations associated with legal, environmental and other contingent liabilities. The business and technical judgment of management was used in determining wh ich intangible assets have indefinite lives and in determining the useful lives of finite-lived intangible assets in accordance


2014 PPG ANNUAL REPORT AND FORM 10-K 29

with the accounting guidance for goodwill and other intangible assets.
Goodwill and Intangible Assets
As discussed in Note 1, “Summary of Significant Accounting Policies,” under Item 8 of this Form 10-K, the Company tests goodwill and identifiable intangible assets with indefinite lives for impairment at least annually. The Company tests indefinite-lived intangible assets and goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit or asset specific financial information as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit or asset is less than its carrying amount, including goodwill when testing goodwill for impairment. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and indefinite-lived intangible assets and perform a quantitative test. Fair values under the quantitative test are estimated using discounted cash flow methodologies that are based on projections of the amounts and timing of future revenues and cash flows. Based on the 2014 impairment tests, none of our goodwill or identifiable intangible assets with indefinite lives was impaired.
We believe that the amounts recorded in the financial statements under Item 8 of this Form 10-K related to these contingencies, pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives are based on the best estimates and judgments of the appropriate PPG management, although actual outcomes could differ from our estimates.
Currency
From December 31, 2013 to December 31, 2014, the U.S. dollar strengthened against the currencies in the countries in which PPG operates, most notably the Euro and the Mexican Peso. As a result, consolidated net assets at December 31, 2014 decreased by $623 million, compared to December 31, 2013. Comparing exchange rates during 2014 to those of 2013, in the countries in which PPG operates, the U.S. dollar was weaker overall, which had an immaterial favorable impact on full year 2014 income before income taxes from the translation of these foreign earnings into U.S. dollars.
From December 31, 2012 to December 31, 2013, the U.S. dollar strengthened against certain currencies in the countries in which PPG operates, while weakening against others, the most notable being the Euro. As a result, consolidated net assets at December 31, 2013 decreased by $44 million, compared to December 31, 2012. Comparing exchange rates during 2013 to those of 2012, in the countries in which PPG operates, the U.S. dollar was weaker in certain countries, which had a favorable impact on full year 2013 income before income taxes of $11 million from the translation of these foreign earnings into U.S. dollars.
The U.S. dollar weakened from year-end December 31, 2011 to year-end December 31, 2012, against certain currencies in the countries in which PPG operates, most notably against the Euro, the British pound sterling, Polish zloty, and the South Korean won. A $141 million increase in PPG consolidated net assets and shareholders' equity resulted from translating PPG’s
 
foreign denominated net assets to U.S. dollars at December 31, 2012, compared to December 31, 2011. Comparing exchange rates during 2012 to those of 2011, in the countries in which PPG operates, the U.S. dollar was generally stronger, particularly against the Euro, which had an unfavorable impact on full year 2012 income before income taxes of approximately $40 million from the translation of these foreign earnings into U.S. dollars.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. Management’s Discussion and Analysis and other sections of this Annual Report contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance.
You can identify forward-looking statements by the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast” and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission. Also, note the following cautionary statements.
Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include global economic conditions, increasing price and product competition by foreign and domestic competitors, fluctuations in cost and availability of raw materials, the ability to maintain favorable supplier relationships and arrangements, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in international markets, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions, the unpredictability of existing and possible future litigation, including litigation that could result if the proposed asbestos settlement does not become effective, the realization of anticipated cost savings from restructuring initiatives, and PPG's ability to integrate the Comex business acquisition and to achieve anticipated synergies. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here and under Item 1A is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of this Form 10-K


30 2014 PPG ANNUAL REPORT AND FORM 10-K

and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
PPG is exposed to market risks related to changes in foreign currency exchange rates, interest rates, and to changes in PPG’s stock price. The Company may enter into derivative financial instrument transactions in order to manage or reduce these market risks. A detailed description of these exposures and the Company’s risk management policies are provided in Note 9, “Financial Instruments, Hedging Activities and Fair Value Measurements,” under Item 8 of this Form 10-K.
The following disclosures summarize PPG’s exposure to market risks and information regarding the use of and fair value of derivatives employed to manage its exposure to such risks. Quantitative sensitivity analyses have been provided to reflect how reasonably possible, unfavorable changes in market rates can impact PPG’s consolidated results of operations, cash flows and financial position.
Foreign Currency Risk
We conduct operations in many countries around the world. Our results of operations are subject to both currency transaction and currency translation risk. Foreign currency forward contracts outstanding during 2014 and 2013 were used to hedge PPG’s exposure to foreign currency transaction risk. The fair value of these contracts as of December 31, 2014 and 2013 was insignificant. The potential reduction in PPG’s income from continuing operations resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European currencies and 20% for Asian and South American currencies for the years ended December 31, 2014 and 2013 would have been $24 million and $9 million, respectively.
As of January 1, 2012, PPG had U.S. dollar to euro cross currency swap contracts with a total notional amount of $1.16 billion outstanding, of which $600 million were settled in June 2012. The remaining outstanding contracts of $560 million are expected to be settled in March 2018. On settlement of the remaining outstanding contracts, PPG will receive $560 million U.S. dollars and pay Euros to the counterparties to the contracts. During the term of these contracts, PPG receives semiannual payments in March and September of each year based on U.S. dollar, long-term fixed interest rates, and PPG makes annual payments in March of each year to the counterparties based on Euro, long-term fixed interest rates. The Company designated all of the cross currency swaps as hedges of its net investment in acquired European coatings businesses and, as a result, the mark to fair value adjustments of the swaps outstanding have been and will be recorded as a component of Accumulated Other Comprehensive (Loss)/Income ("AOCI"), and the cash flow impact of these swaps has been and will be classified as investing activities in the consolidated statement of cash flows. As of December 31, 2014 and December 31, 2013, the fair value of these contracts was a net liability of $32 million and $120 million, respectively. A 10% increase in the value of the Euro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts and increased the liability by $70
 
million and $81 million at December 31, 2014 and 2013, respectively.
PPG had non-U.S. dollar denominated debt outstanding of $1,325 million as of December 31, 2014 and $453 million as of December 31, 2013. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses of approximately $154 million and $53 million as of December 31, 2014 and 2013, respectively.
Interest Rate Risk
The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to minimize its interest costs. During 2012, PPG settled interest rate swaps with a notional value of $445 million that converted fixed rate debt to variable rate debt, receiving $29 million from such settlements. A 10% increase in interest rates in the U.S., Canada, Mexico and Europe and a 20% increase in interest rates in Asia and South America would have an insignificant effect on PPG’s variable rate debt obligations and interest expense for the years ended December 31, 2014 and 2013, respectively. Further, a 10% reduction in interest rates would have increased the present value of the Company’s fixed rate debt by approximately $62 million as of December 31, 2014 and $81 million as of December 31, 2013; however, such changes would not have had an effect on PPG’s annual income from continuing operations or cash flows.
Equity Price Risk
An equity forward arrangement was entered into to hedge the Company’s exposure to changes in fair value of its future obligation to contribute PPG stock into an asbestos settlement trust (see Note 9, “Financial Instruments, Hedging Activities and Fair Value Measurements” and Note 13, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K). The fair value of this instrument as of December 31, 2014 and 2013 was an asset of $268 million and $207 million, respectively. A 10% decrease in PPG’s stock price would have had an unfavorable effect on the fair value of this instrument of $32 million and $26 million at December 31, 2014 and 2013, respectively.




2014 PPG ANNUAL REPORT AND FORM 10-K 31

Item 8. Financial Statements and Supplementary Data
 
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of PPG Industries, Inc.

In our opinion, the accompanying consolidated balance sheets as of December 31, 2014 and 2013 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended present fairly, in all material respects, the financial position of PPG Industries, Inc. and its subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the years ended December 31, 2014 and 2013 listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Management Report on Establishing and Maintaining Adequate Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
We also have audited the adjustments to the 2012 consolidated financial statements to retrospectively reflect the discontinued operations of the Transitions Optical joint venture and sunlens business discussed in Note 2 and to retrospectively reflect the change in the composition of reportable segments discussed in Note 19. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2012 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2012 financial statements taken as a whole.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in the Management Report on Establishing and Maintaining Adequate Internal Control Over Financial Reporting, management has excluded Consorcio Comex, S. A. de C.V. from its assessment of internal control over financial reporting as of December 31, 2014 because it was acquired by the Company in a purchase business combination in November, 2014. We have also excluded Consorcio Comex, S.A. de C.V. from our audit of internal control over financial reporting. Consorcio Comex, S.A. de C.V. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
February 19, 2015

32 2014 PPG ANNUAL REPORT AND FORM 10-K

Management Report
Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting
We are responsible for the preparation of the financial statements included in this Annual Report. The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management.
We are also responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting, no matter how well designed, have inherent limitations. Therefore, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. In addition, because of changing conditions, there is risk in projecting any evaluation of internal controls to future periods.
We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 . In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) . Our evaluation included reviewing the documentation of our controls, evaluating the design effectiveness of our controls and testing their operating effectiveness. In November 2014, the Company acquired Consorcio Comex, S.A. de C.V. As the acquisition occurred in November 2014, the scope of the Company's assessment of the design and effectiveness of PPG's internal control over financial reporting for the year ended December 31, 2014 excluded this acquired business. The total assets and total revenues excluded from our assessment represented approximately 2% and 1%, respectively, of PPG's consolidated total assets and total revenue as of and for the year ended December 31, 2014. This exclusion is in accordance with the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of the Company's evaluation of the effectiveness of its internal controls in the year of acquisition. This acquired business will be included in management’s assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2015. Based on this evaluation we have concluded that, as of December 31, 2014 , the Company’s internal controls over financial reporting were effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their report, included on page 32 of this Form 10-K, regarding the Company’s internal control over financial reporting.
/s/ Charles E. Bunch
 
/s/ Frank S. Sklarsky
Charles E. Bunch
Chairman
and Chief Executive Officer
February 19, 2015
 
Frank S. Sklarsky
Executive Vice President and
Chief Financial Officer
February 19, 2015
2012 Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of PPG Industries, Inc.
We have audited, before the effects of the adjustments to retrospectively reflect the discontinued operations of the Transitions Optical joint venture and sunlens business discussed in Note 2 and to retrospectively reflect the change in the composition of reportable segments discussed in Note 19, the consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of PPG Industries, Inc. for the year ended December 31, 2012. Our audit also included the financial statement schedule listed in the Index at Item 15(a)(2) for the year ended December 31, 2012. The 2012 financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the 2012 financial statements, before the effects of the adjustments to retrospectively reflect the discontinued operations of the Transitions Optical joint venture and sunlens business discussed in Note 2 and to retrospectively reflect the change in the composition of reportable segments discussed in Note 19, present fairly, in all material respects, the results of operations and cash flows of PPG Industries, Inc. for the year ended December 31, 2012 in conformity with U.S. generally accepted accounting principles.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the discontinued operations of the Transitions Optical joint venture and sunlens business discussed in Note 2 and to retrospectively reflect the change in the composition of reportable segments discussed in Note 19 and, accordingly we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
February 21, 2013
(July 29, 2013 as to the effects of the discontinued operations of PPG’s former commodity chemicals business discussed in Note 2)

2014 PPG ANNUAL REPORT AND FORM 10-K 33

Consolidated Statement of Income
 
For the Year
($ in millions, except per share amounts)
2014
 
2013
 
2012
Net sales
$
15,360

 
$
14,265

 
$
12,686

Cost of sales, exclusive of depreciation and amortization
8,791

 
8,314

 
7,599

Selling, general and administrative
3,758

 
3,486

 
2,987

Depreciation
350

 
333

 
292

Amortization
126

 
119

 
107

Research and development, net
492

 
463

 
430

Interest expense
187

 
196

 
210

Interest income
(50
)
 
(43
)
 
(40
)
Asbestos settlement, net
12

 
11

 
12

Business restructuring
—

 
98

 
176

Debt refinancing charge
317

 
—

 
—

Other charges
221

 
189

 
223

Other income
(260
)
 
(127
)
 
(138
)
Income before income taxes
1,416

 
1,226

 
828

Income tax expense
259

 
253

 
148

Income from continuing operations
1,157

 
973

 
680

Income from discontinued operations, net of tax
1,002

 
2,380

 
384

Net income attributable to the controlling and noncontrolling interests
2,159

 
3,353

 
1,064

Less: net income attributable to noncontrolling interests
57

 
122

 
123

Net income (attributable to PPG)
$
2,102

 
$
3,231

 
$
941

Amounts Attributable to PPG
 
 
 
 
 
Continuing operations
$
1,133

 
$
950

 
$
663

Discontinued operations
969

 
2,281

 
278

Net income
$
2,102

 
$
3,231

 
$
941

Earnings per common share
 
 
 
 
 
Continuing operations
$
8.19

 
$
6.62

 
$
4.32

Discontinued operations
7.01

 
15.91

 
1.81

Net income (attributable to PPG)
$
15.20

 
$
22.53

 
$
6.13

Earnings per common share - assuming dilution
 
 
 
 
 
Continuing operations
$
8.10

 
$
6.55

 
$
4.27

Discontinued operations
6.93

 
15.72

 
1.79

Net income (attributable to PPG)
$
15.03

 
$
22.27

 
$
6.06

Consolidated Statement of Comprehensive Income
 
 
For the Year
($ in millions)
2014
 
2013
 
2012
Net income attributable to the controlling and noncontrolling interests
$
2,159

 
$
3,353

 
$
1,064

 
Unrealized foreign currency translation adjustment
(596
)
 
(51
)
 
146

 
Defined benefit pension and other postretirement benefit adjustments
(335
)
 
440

 
—

 
Net change – derivative financial instruments
69

 
10

 
(7
)
Other comprehensive (loss) / income, net of tax
(862
)
 
399

 
139

Total comprehensive income
$
1,297

 
$
3,752

 
$
1,203

Less: amounts attributable to noncontrolling interests:
 
 
 
 
 
 
Net income
(57
)
 
(122
)
 
(123
)
 
Unrealized foreign currency translation adjustment
6

 
7

 
(5
)
Comprehensive income attributable to PPG
$
1,246

 
$
3,637

 
$
1,075

The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.

34 2014 PPG ANNUAL REPORT AND FORM 10-K

Consolidated Balance Sheet
 
 
 
 
December 31
($ in millions)
2014
 
2013
Assets
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
686

 
$
1,116

 
 
Short-term investments
497

 
629

 
 
Receivables
2,815

 
2,736

 
 
Inventories
1,825

 
1,824

 
 
Deferred income taxes
406

 
425

 
 
Other
621

 
484

 
Total current assets
6,850

 
7,214

Property, plant and equipment, net
3,092

 
2,876

Goodwill
3,801

 
3,008

Identifiable intangible assets, net
2,411

 
1,339

Deferred income taxes
505

 
491

Investments
443

 
393

Other assets
481

 
542

 
Total
$
17,583

 
$
15,863

 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable and accrued liabilities
$
3,548

 
$
3,265

 
 
Asbestos settlement
821

 
763

 
 
Restructuring reserves
26

 
73

 
 
Short-term debt and current portion of long-term debt
481

 
34

 
Total current liabilities
4,876

 
4,135

Long-term debt
3,544

 
3,372

Accrued pensions
995

 
728

Other postretirement benefits
1,132

 
1,007

Asbestos settlement
259

 
245

Deferred income taxes
702

 
249

Other liabilities
810

 
929

 
Total liabilities
12,318

 
10,665

Commitments and contingent liabilities (See Note 13)

 

Shareholders’ equity
 
 
 
 
 
Common stock
484

 
484

 
 
Additional paid-in capital
1,028

 
953

 
 
Retained earnings
14,498

 
12,757

 
 
Treasury stock, at cost
(8,714
)
 
(8,002
)
 
 
Accumulated other comprehensive loss
(2,116
)
 
(1,260
)
 
Total PPG shareholders’ equity
5,180

 
4,932

 
 
Noncontrolling interests
85

 
266

 
Total shareholders’ equity
5,265

 
5,198

 
Total
$
17,583

 
$
15,863


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

2014 PPG ANNUAL REPORT AND FORM 10-K 35

Consolidated Statement of Shareholders’ Equity
 
($ in millions)
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Income/(Loss)
 
Total
PPG
 
Non-
controlling
Interests
 
Total
Balance, January 1, 2012
$
484

 
$
783

 
$
9,288

 
$
(5,506
)
 
$
(1,800
)
 
$
3,249

 
$
197

 
$
3,446

Net income attributable to the controlling and noncontrolling interests
—

 
—

 
941

 
—

 
—

 
941

 
123

 
1,064

Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
134

 
134

 
5

 
139

Cash dividends
—

 
—

 
(358
)
 
—

 
—

 
(358
)
 
—

 
(358
)
Purchase of treasury stock
—

 
—

 
—

 
(92
)
 
—

 
(92
)
 
—

 
(92
)
Issuance of treasury stock
—

 
35

 
—

 
102

 
—

 
137

 
—

 
137

Stock-based compensation activity
—

 
55

 
—

 
—

 
—

 
55

 
—

 
55

Dividends paid on subsidiary common stock to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(111
)
 
(111
)
Joint venture formation and consolidation
—

 
(3
)
 
—

 
—

 
—

 
(3
)
 
45

 
42

Balance, December 31, 2012
$
484

 
$
870

 
$
9,871

 
$
(5,496
)
 
$
(1,666
)
 
$
4,063

 
$
259

 
$
4,322

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to the controlling and noncontrolling interests
—

 
—

 
3,231

 
—

 
—

 
3,231

 
122

 
3,353

Other comprehensive income, net of tax
—

 
—

 
—

 
—

 
406

 
406

 
(7
)
 
399

Cash dividends
—

 
—

 
(345
)
 
—

 
—

 
(345
)
 
—

 
(345
)
Purchase of treasury stock
—

 
—

 
—

 
(1,000
)
 
—

 
(1,000
)
 
—

 
(1,000
)
Issuance of treasury stock
—

 
25

 
—

 
55

 
—

 
80

 
—

 
80

Stock-based compensation activity
—

 
58

 
—

 
—

 
—

 
58

 
—

 
58

Separation and merger tender offer
—

 
—

 
—

 
(1,561
)
 
—

 
(1,561
)
 
—

 
(1,561
)
Dividends paid on subsidiary common stock to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(90
)
 
(90
)
Joint venture formation and consolidation
—

 
—

 
—

 
—

 
—

 
—

 
(18
)
 
(18
)
Balance, December 31, 2013
$
484

 
$
953

 
$
12,757

 
$
(8,002
)
 
$
(1,260
)
 
$
4,932

 
$
266

 
$
5,198

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to the controlling and noncontrolling interests
—

 
—

 
2,102

 
—

 
—

 
2,102

 
57

 
2,159

Other comprehensive income/(loss), net of tax
—

 
—

 
—

 
—

 
(856
)
 
(856
)
 
(6
)
 
(862
)
Cash dividends
—

 
—

 
(361
)
 
—

 
—

 
(361
)
 
—

 
(361
)
Purchase of treasury stock
—

 
—

 
—

 
(750
)
 
—

 
(750
)
 
—

 
(750
)
Issuance of treasury stock
—

 
39

 
—

 
38

 
—

 
77

 
—

 
77

Stock-based compensation activity
—

 
64

 
—

 
—

 
—

 
64

 
—

 
64

Dividends paid on subsidiary common stock to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(50
)
 
(50
)
Reductions in noncontrolling interests
—

 
(28
)
 
—

 
—

 
—

 
(28
)
 
(182
)
 
(210
)
Balance, December 31, 2014
$
484

 
$
1,028

 
$
14,498

 
$
(8,714
)
 
$
(2,116
)
 
$
5,180

 
$
85

 
$
5,265


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

36 2014 PPG ANNUAL REPORT AND FORM 10-K

Consolidated Statement of Cash Flows
 
 
For the Year
($ in millions)
2014
 
2013
 
2012
Operating activities
 
 
 
 
 
Net income attributable to the controlling and noncontrolling interests
$
2,159

 
$
3,353

 
$
1,064

 
Less: Income from discontinued operations
1,002

 
2,380

 
384

Income from continuing operations
1,157

 
973

 
680

Adjustments to reconcile to cash from operations:
 
 
 
 
 
 
Depreciation and amortization
476

 
452

 
399

 
Defined benefit pension expense
68

 
107

 
143

 
Business restructuring
—

 
98

 
176

 
Environmental remediation charge
138

 
101

 
159

 
Stock-based compensation expense
73

 
81

 
71

 
Equity affiliate (earnings)/losses, net of dividends
(56
)
 
17

 
3

 
Deferred income taxes
(89
)
 
(16
)
 
(207
)
 
Cash contributions to pension plans
(41
)
 
(174
)
 
(80
)
 
Restructuring cash spending
(57
)
 
(86
)
 
(87
)
 
Debt refinancing charge
317

 
—

 
—

Change in certain asset and liability accounts (net of acquisitions):
 
 
 
 
 
 
Receivables
(119
)
 
(25
)
 
171

 
Inventories
(95
)
 
44

 
53

 
Other current assets
(68
)
 
(34
)
 
7

 
Accounts payable and accrued liabilities
215

 
5

 
(55
)
 
Noncurrent assets
(41
)
 
32

 
(24
)
 
Noncurrent liabilities
(112
)
 
(84
)
 
(35
)
 
Taxes and interest payable
64

 
19

 
55

Other
(23
)
 
52

 
(19
)
 
Cash from operating activities - continuing operations
1,807

 
1,562

 
1,410

 
Cash (used for)/from operating activities - discontinued operations
(279
)
 
229

 
377

 
Cash from operating activities
1,528

 
1,791

 
1,787

Investing activities
 
 
 
 
 
Capital Expenditures
(587
)
 
(494
)
 
(330
)
Business acquisitions, net of cash balances acquired
(2,113
)
 
(983
)
 
(122
)
Proceeds from the 2014 sale of transitions and sunlens and 2013 separation of commodity chemicals

1,625

 
940

 
—

Proceeds from maturity of short-term investments
1,298

 
1,796

 
250

Purchase of short-term investments
(1,204
)
 
(1,227
)
 
(1,332
)
Payments on cross currency swap contracts
(45
)
 
(42
)
 
(77
)
Proceeds from cross currency swap contracts
37

 
37

 
54

Proceeds from net investment hedges
49

 
—

 
—

Other
84

 
(5
)
 
28

 
Cash (used for)/from investing activities - continuing operations
(856
)
 
22

 
(1,529
)
 
Cash used for investing activities - discontinued operations
(1
)
 
(19
)
 
(82
)
 
Cash (used for)/from investing activities
(857
)
 
3

 
(1,611
)
Financing activities
 
 
 
 
 
Net change in borrowings with maturities of three months or less
89

 
(7
)
 
(1
)
Net proceeds/(payments) on commercial paper and short-term debt
932

 
—

 
(9
)
Proceeds from the issuance of long-term debt (net of discount and issuance costs)
1,163

 
—

 
397

Repayment of long-term debt
(1,489
)
 
(605
)
 
(71
)
Repayment of acquired debt
(314
)
 
—

 
(119
)
Premium paid for redemption of securities

(222
)
 
—

 
—

Settlement of forward starting swaps
—

 
—

 
(121
)
Proceeds from termination of interest rate swaps
—

 
—

 
29

Purchase of treasury stock
(750
)
 
(1,000
)
 
(92
)
Issuance of treasury stock
57

 
68

 
122

Dividends paid on PPG common stock
(361
)
 
(345
)
 
(358
)
Other
(34
)
 
(4
)
 
(27
)
 
Cash used for financing activities - continuing operations
(929
)
 
(1,893
)
 
(250
)
 
Cash used for financing activities - discontinued operations
(40
)
 
(86
)
 
(101
)
 
Cash used for financing activities
(969
)
 
(1,979
)
 
(351
)
Effect of currency exchange rate changes on cash and cash equivalents
(132
)
 
(5
)
 
24

Net decrease in cash and cash equivalents
(430
)
 
(190
)
 
(151
)
Cash and cash equivalents, beginning of year
1,116

 
1,306

 
1,457

Cash and cash equivalents, end of year
$
686

 
$
1,116

 
$
1,306

Supplemental disclosures of cash flow information:
 
 
 
 
 
Interest paid, net of amount capitalized
$
218

 
$
201

 
$
219

Taxes paid, net of refunds
$
642

 
$
319

 
$
503

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

2014 PPG ANNUAL REPORT AND FORM 10-K 37

Notes to the Consolidated Financial Statements
 
1. Summary of Significant Accounting Policies

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of PPG Industries, Inc. (“PPG” or the “Company”) and all subsidiaries, both U.S. and non-U.S., that it controls. PPG owns more than 50% of the voting stock of most of the subsidiaries that it controls. For those consolidated subsidiaries in which the Company’s ownership is less than 100% , the outside shareholders’ interests are shown as noncontrolling interests. Investments in companies in which PPG owns 20% to 50% of the voting stock and has the ability to exercise significant influence over operating and financial policies of the investee are accounted for using the equity method of accounting. As a result, PPG’s share of the earnings or losses of such equity affiliates is included in the accompanying consolidated statement of income and PPG’s share of these companies’ shareholders’ equity is included in "Investments" in the accompanying consolidated balance sheet. Transactions between PPG and its subsidiaries are eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Such estimates also include the fair value of assets acquired and liabilities assumed as a result of allocations of purchase price of business combinations consummated. Actual outcomes could differ from those estimates.
 
Revenue Recognition
The Company recognizes revenue when the earnings process is complete. Revenue from sales is recognized by all operating segments when goods are shipped and title to inventory and risk of loss passes to the customer or when services have been rendered.
 
Shipping and Handling Costs
Amounts billed to customers for shipping and handling are reported in “Net sales” in the accompanying consolidated statement of income. Shipping and handling costs incurred by the Company for the delivery of goods to customers are included in “Cost of sales, exclusive of depreciation and amortization” in the accompanying consolidated statement of income.
 
Selling, General and Administrative Costs
Amounts presented as “Selling, general and administrative” in the accompanying consolidated statement of income are comprised of selling, customer service, distribution and advertising costs, as well as the costs of providing corporate-wide functional support in such areas as finance, law, human resources and planning. Distribution costs pertain to the movement and storage of finished goods inventory at company-
 
owned and leased warehouses, terminals and other distribution facilities.

Advertising Costs
Advertising costs are expensed as incurred and totaled $297 million , $ 235 million and $ 174 million in 2014, 2013 and 2012, respectively.
 
Research and Development
Research and development costs, which consist primarily of employee related costs, are charged to expense as incurred. The following are the research and development costs for the years ended December 31:
($ in millions)
2014
 
2013
 
2012
Research and development – total
$
509

 
$
479

 
$
444

Less depreciation on research facilities
17

 
16

 
14

Research and development, net
$
492

 
$
463

 
$
430

Legal Costs
Legal costs are expensed as incurred. Legal costs incurred by PPG include legal costs associated with acquisition and divestiture transactions, general litigation, environmental regulation compliance, patent and trademark protection and other general corporate purposes.
 
Foreign Currency Translation
The functional currency of most significant non-U.S. operations is their local currency. Assets and liabilities of those operations are translated into U.S. dollars using year-end exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Unrealized foreign currency translation adjustments are deferred in accumulated other comprehensive loss, a separate component of shareholders’ equity.
 
Cash Equivalents
Cash equivalents are highly liquid investments (valued at cost, which approximates fair value) acquired with an original maturity of three months or less.
 
Short-term Investments
Short-term investments are highly liquid, high credit quality investments (valued at cost plus accrued interest) that have stated maturities of greater than three months to one year. The purchases and sales of these investments are classified as investing activities in the consolidated statement of cash flows.

Marketable Equity Securities
The Company’s investment in marketable equity securities is recorded at fair market value and reported in “Other current assets” and “Investments” in the accompanying consolidated balance sheet with changes in fair market value recorded in income for those securities designated as trading securities and in other comprehensive income, net of tax, for those designated as available for sale securities.



38 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

Inventories
Inventories are stated at the lower of cost or market. Most U.S. inventories are stated at cost, using the last-in, first-out (“LIFO”) method of accounting, which does not exceed market. All other inventories are stated at cost, using the first-in, first-out (“FIFO”) method of accounting, which does not exceed market. PPG determines cost using either average or standard factory costs, which approximate actual costs, excluding certain fixed costs such as depreciation and property taxes. See Note 3, "Working Capital Detail" for further information concerning the Company's inventory.

Derivative Financial Instruments
The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the balance sheet. The accounting for changes in the fair value of a derivative depends on the use of the instrument.
To the extent that a derivative is designated as effective as a hedge of an exposure to future changes in cash flows (cash flow hedge), the change in fair value of the instrument is deferred in accumulated other comprehensive income ("AOCI") and subsequently reclassified within net income as gains and losses are recognized on the related transactions. Any portion considered to be ineffective is reported within net income.
To the extent that a derivative is designated as effective as a hedge of an exposure to future changes in fair value (fair value hedge), the change in the derivative’s fair value is offset in the consolidated statement of income by the change in fair value of the item being hedged.
To the extent that a derivative or a financial instrument is designated as effective as a hedge of a net investment in a foreign operation, the change in the derivative’s fair value or the financial instrument's carrying value is deferred as an unrealized currency translation adjustment in AOCI. Deferrals in AOCI related to hedges of the Company's net investments in foreign operations are reclassified and recognized in income from continuing operations upon a substantial liquidation, sale or partial sale of such investments or upon impairment of all or a portion of such investments. The cash flow impact of these instruments have been and will be classified as investing activities in the consolidated statement of cash flows.
Changes in the fair value of derivative instruments not designated as hedges for hedge accounting purposes are recognized in income from continuing operations in the period of change.
 
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. PPG computes depreciation by the straight-line method based on the estimated useful lives of depreciable assets. Additional expense is recorded when facilities or equipment are subject to abnormal economic conditions or obsolescence.
Significant improvements that add to productive capacity or extend the lives of properties are capitalized. Costs for repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the original cost and
 
related accumulated depreciation balance are removed from the accounts and any related gain or loss is included in income from continuing operations. Amortization of the cost of capitalized leased assets is included in depreciation expense. Property and other long-lived assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. See Note 4, "Property, Plant and Equipment" for further details.
 
Goodwill and Identifiable Intangible Assets
Goodwill represents the excess of the cost over the fair value of acquired identifiable tangible and intangible assets less liabilities assumed from acquired businesses. Identifiable intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition.
The Company tests goodwill of each reporting unit for impairment at least annually in connection with PPG’s strategic planning process. The Company tests goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its reporting units and perform a two-step quantitative test. The quantitative goodwill impairment test is performed during the fourth quarter by comparing the estimated fair value of the associated reporting unit as of September 30 to its carrying value. The Company’s reporting units are its operating segments. (See Note 19, “Reportable Business Segment Information” for further information concerning the Company’s operating segments.) Fair value is estimated using discounted cash flow methodologies.
The Company has determined that certain acquired trademarks have indefinite useful lives. The Company tests the carrying value of these trademarks for impairment at least annually, or as needed whenever events and circumstances indicate that their carrying amount may not be recoverable. The annual assessment takes place in the fourth quarter of each year either by completing a qualitative assessment or quantitatively by comparing the estimated fair value of each trademark as of September 30 to its carrying value. Fair value is estimated by using the relief from royalty method (a discounted cash flow methodology). The qualitative assessment includes consideration of factors, including revenue relative to the asset being assessed, the operating results of the related business as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.
Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives ( 1 to 30 years) and are reviewed for impairment whenever events or circumstances indicate that their carrying amount may not be recoverable.
 


2014 PPG ANNUAL REPORT AND FORM 10-K 39

Notes to the Consolidated Financial Statements

Receivables and Allowances
All trade receivables are reported on the balance sheet at the outstanding principal adjusted for any allowance for credit losses and any charge offs. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value when it is probable that a loss will be incurred. Those estimates are based on historical collection experience, current economic and market conditions, a review of the aging of accounts receivable and the assessments of current creditworthiness of customers.
 
Product Warranties
The Company accrues for product warranties at the time the associated products are sold based on historical claims experience. The reserve, pre-tax charges against income and cash outlays for product warranties were not significant to the consolidated financial statements of the Company for any year presented.
 
Asset Retirement Obligations
An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. PPG recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. PPG’s asset retirement obligations are primarily associated with closure of certain assets used in the chemicals manufacturing process. The accrued asset retirement obligation was $18 million and $12 million as of December 31, 2014 and December 31, 2013, respectively.
PPG’s only conditional asset retirement obligation relates to the possible future abatement of asbestos contained in certain PPG production facilities. The asbestos in PPG’s production facilities arises from the application of normal and customary building practices in the past when the facilities were constructed. This asbestos is encapsulated in place and, as a result, there is no current legal requirement to abate it. Inasmuch as there is no requirement to abate, the Company does not have any current plans or an intention to abate and therefore the timing, method and cost of future abatement, if any, are not known. The Company has not recorded an asset retirement obligation associated with asbestos abatement, given the uncertainty concerning the timing of future abatement, if any.

Reclassifications
Certain reclassifications of prior years’ data have been made to conform to the current year presentation.
Accounting Standards Adopted in 2014
In July 2013, the Financial Accounting Standards Board (the "FASB") issued an Accounting Standards Update ("ASU") that changes how certain unrecognized tax benefits are to be presented on the consolidated balance sheet. This ASU clarified
 
existing guidance to require that an unrecognized tax benefit or a portion thereof be presented in the consolidated balance sheet as a reduction to a deferred tax asset for a net operating loss ("NOL") carryforward, similar tax loss, or a tax credit carryforward except when an NOL carryforward, similar tax loss, or tax credit carryforward is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. In such a case, the unrecognized tax benefit would be presented in the consolidated balance sheet as a liability. PPG adopted this standard in 2014, and it did not have a significant effect on PPG's consolidated financial position, results of operations or cash flows.
Accounting Standards to be Adopted in Future Years
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers: Topic 606”. This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment. This standard is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. PPG is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows.
In April 2014, the FASB issued an ASU that changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity's operations and financial results. This standard is effective in annual periods beginning on or after December 15, 2014 with early adoption permitted. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. Upon adoption of the ASU, PPG will assess discontinued operations using the new criteria and may have to provide expanded disclosure for disposals; however, this ASU will not affect PPG's consolidated financial position, results of operations or cash flows.


40 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

2. Acquisitions and Dispositions

Acquisitions
Consorcio Comex
In November 2014, PPG finalized the acquisition of Consorcio Comex, S.A. de C.V. (“Comex”), an architectural coatings company with headquarters in Mexico City, Mexico for $1.98 billion , net of cash acquired of $69 million . PPG also repaid $280 million of third-party debt assumed in the acquisition. The purchase price is subject to customary post-closing adjustments. Comex manufactures coatings and related products in Mexico and sells them in Mexico and Central America principally through more than 3,700 stores that are independently owned and operated by more than 700 concessionaires. Comex also sells its products through regional retailers and wholesalers, and directly to customers. The company has approximately 3,900 employees, eight manufacturing facilities and six distribution centers. The acquisition further expands PPG's global coatings business and adds a leading architectural coatings business in Mexico and Central America. Since the acquisition, the results of this acquired business have been included in the results of the architectural coatings - Americas and Asia Pacific operating segment, within the Performance Coatings reportable segment. Net sales reported by PPG from the date of acquisition from this acquired business were approximately $175 million for the year ended December 31, 2014. Segment income from continuing operations related to this acquisition was in the mid-teen percentage return on these sales.
PPG is in the process of obtaining third-party valuations of assets acquired and liabilities assumed in the Comex acquisition. As such, the allocation of the purchase price is subject to change. The following table summarizes the estimated fair value of assets acquired and liabilities assumed as reflected in the preliminary purchase price allocation for Comex.
 ($ in millions)
 
Current assets
$
379

Property, plant, and equipment
312

Trademarks with indefinite lives
1,022

Identifiable intangible assets with finite lives
280

Goodwill
1,086

Other non-current assets
32

Total assets
$
3,111

Current liabilities
(357
)
Non-current deferred tax liabilities
(449
)
Long-term debt
(280
)
Accrued pensions
(20
)
Other long-term liabilities
(29
)
Total liabilities
$
(1,135
)
Total purchase price, net of cash acquired
$
1,976

 
The identifiable intangible assets with finite lives in the table above, which consist primarily of customer relationships and acquired technology, are subject to amortization over a weighted average period of 16 years. See Note 6, "Goodwill and Other Identifiable Intangible Assets" for further details regarding PPG's intangible assets.
The following information reflects the net sales of PPG for the years ended December 31, 2014 and 2013 on a pro forma basis as if the transaction for the Comex acquisition had been completed on January 1, 2013.
Condensed Consolidated Pro Forma information (unaudited)
 
Year ended
($ in millions)
2014
2013
Net sales
$16,175
$15,232
The pro forma impact on PPG's results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant to the consolidated results for either 2014 or 2013. While calculating this impact, no cost savings or operating synergies that may result from the acquisition were included.
Akzo Nobel North American Architectural Coatings
In April 2013, PPG finalized the acquisition of the North American architectural coatings business of Akzo Nobel N.V., Amsterdam, the Netherlands ("North American architectural coatings acquisition") for $947 million , net of cash acquired and a working capital adjustment. The acquisition further extended PPG’s architectural coatings business in the United States, Canada and the Caribbean. With this acquisition, PPG expanded its reach in all three major North American architectural coatings distribution channels, including home centers, independent paint dealers and company-owned paint stores. Since the date of acquisition, the results of this acquired business have been included in the results of the architectural coatings - Americas and Asia Pacific operating segment, within the Performance Coatings reportable segment.


2014 PPG ANNUAL REPORT AND FORM 10-K 41

Notes to the Consolidated Financial Statements

The following table summarizes the fair value of assets acquired and liabilities assumed as reflected in the final purchase price allocation for the North American architectural coatings acquisition.
 ($ in millions)
 
Current assets
$
558

Property, plant, and equipment
184

Trademarks with indefinite lives
174

Identifiable intangible assets with finite lives
196

Goodwill
225

Other non-current assets
49

Total assets
$
1,386

Current liabilities
(326
)
Accrued pensions
(29
)
Other post-retirement benefits
(40
)
Other long-term liabilities
(44
)
Total liabilities
$
(439
)
Total purchase price, net of cash acquired
$
947

The identifiable intangible assets with finite lives in the table above, which consist primarily of customer relationships and acquired technology, are subject to amortization over a weighted average period of 10 years. See Note 6 "Goodwill and Other Identifiable Intangible Assets" for further details regarding PPG's intangible assets.
The following information reflects the net sales of PPG for the years ended December 31, 2013 and 2012 on a pro forma basis as if the transaction for the North American architectural coatings acquisition had been completed on January 1, 2012.
Condensed Consolidated Pro Forma information (unaudited)
 
Year ended
($ in millions)
2013
2012
Net sales
$14,637
$14,223
The pro forma impact on PPG's results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant. While calculating this impact, no cost savings or operating synergies that may result from the acquisition were included.
Other Acquisitions
For the years presented, the Company also completed the acquisition of several businesses, primarily in the Performance Coatings segment. The total consideration paid for these acquisitions, net of cash acquired and including debt assumed, was $189 million , $36 million and $288 million in 2014, 2013 and 2012, respectively.
 
Dispositions
Mt. Zion Flat Glass Facility
In September 2014, PPG completed the sale of substantially all of the assets of its former Mt. Zion, Illinois, flat glass manufacturing facility to automotive glass manufacturer Fuyao Glass America Incorporated. As a result of this transaction, the Company recognized a pre-tax gain of $22 million which is reported in the caption "Other income" on the Consolidated Statement of Income. The sale did not include certain production assets which are unique to PPG.
Pittsburgh Glass Works
In July 2014, Pittsburgh Glass Works LLC ("PGW"), an equity affiliate in which PPG has an approximate 40%
ownership interest, sold its insurance and services business and recognized a pre-tax gain on the sale. PPG accounts for its interest in PGW under the equity method of accounting and in the third quarter of 2014 recognized $94 million as its share of the gain on this transaction. This gain is reported in the caption "Other income" on the Consolidated Statement of Income. In addition, PPG received a cash distribution of approximately $41 million from PGW to offset PPG’s expected income tax liability associated with this sale. The pre-tax gain and the cash distribution are both reported within the "Equity affiliate earnings, net of distributions received" caption on the Consolidated Statement of Cash Flows.
Transitions Optical Joint Venture and Sunlens Business
In March 2014, the Company completed the sale of its 51% ownership interest in its Transitions Optical joint venture and 100% of its optical sunlens business to Essilor International (Compagnie Generale D'Optique) SA ("Essilor"). PPG received cash at closing of $1.735 billion pre-tax (approximately $1.5 billion after-tax). The sale of these businesses, which were previously reported in the former Optical and Specialty Materials segment, resulted in a first quarter of 2014 pre-tax gain of $1,468 million ( $946 million after-tax) reported in discontinued operations. During the first quarter of 2014, the Company recognized $522 million of tax expense on the sale, of which $262 million is deferred U.S. income tax on the foreign earnings of the sale, as PPG does not consider these earnings to be reinvested for an indefinite period of time. The pre-tax gain on this sale reflects the excess of the sum of the cash proceeds received over the net book value of the net assets of PPG's former Transitions Optical and sunlens business. The Company also incurred $55 million of pre-tax expense, primarily for professional services related to the sale, post-closing adjustments, costs and other contingencies under the terms of the agreements. The net gain on the sale includes these related losses and expenses. During 2014, revisions to estimated tax liabilities associated with the transaction were recorded to discontinued operations.
The results of operations and cash flows of these businesses for the year ended December 31, 2014, and the net gain on the sale, are reported as results from discontinued operations for the year ended December 31, 2014. In prior periods presented, the results of operations and cash flows of these businesses were


42 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

reclassified from continuing operations and presented as results from discontinued operations.
Essilor has also entered into 5 year agreements with PPG for the continued supply of photochromic materials and for research and development services, subject to renewal. PPG considered the significance of the revenues associated with the agreements compared to total operating revenues of the disposed businesses and determined that they were not significant.
Net sales and earnings from discontinued operations related to the Transitions Optical and sunlens transaction are presented in the table below:
 
Year-ended
($ in millions)
2014
 
2013
 
2012
Net sales
$
247

 
$
843

 
$
826

Income from operations
$
104

 
$
263

 
$
229

Net gain from divestiture of PPG's interest in the Transitions Optical joint venture and sunlens business
1,468

 
—

 
—

Income tax expense
570

 
80

 
73

Income from discontinued operations, net of tax
$
1,002

 
$
183

 
$
156

Less: Net income attributable to non-controlling interests, discontinued operations
$
(33
)
 
$
(99
)
 
$
(93
)
Net income from discontinued operations (attributable to PPG)
$
969

 
$
84

 
$
63

The major classes of assets and liabilities of the Transitions Optical and sunlens businesses included in the PPG balance sheet at December 31, 2013 were as follows:
($ in millions)
 
Cash
$
154

Receivables
225

Inventory
68

Other current assets
13

Property, plant, and equipment
158

Goodwill
47

Other non-current assets
3

Total assets
$
668

Accounts payable and accrued liabilities
(199
)
Short-term debt and current portion of long-term debt
(24
)
Accrued pensions
(1
)
Other long-term liabilities
(10
)
Noncontrolling interests
(167
)
Net assets
$
267

Commodity Chemicals Business Separation
In January 2013, the Company completed the separation of its commodity chemicals business and merger of its wholly-owned subsidiary, Eagle Spinco Inc., with a subsidiary of Georgia Gulf Corporation in a tax efficient Reverse Morris Trust transaction (the “Transaction”). Pursuant to the merger, Eagle Spinco, the entity holding PPG's former commodity chemicals business, became a
 
wholly-owned subsidiary of Georgia Gulf. The combined company formed by uniting Georgia Gulf with PPG's former commodity chemicals business is named Axiall Corporation (“Axiall”). PPG holds no ownership interest in Axiall. PPG received the necessary ruling from the Internal Revenue Service and as a result this Transaction was generally tax free to PPG and its shareholders in the United States and Canada.
Under the terms of the Transaction, PPG received $900 million of cash and 35.2 million shares of Axiall common stock (market value of $1.8 billion on January 25, 2013) which was distributed to PPG shareholders by an exchange offer. In the exchange offer, PPG shareholders who tendered their shares of PPG common stock as part of this offer received 3.2562 shares of Axiall common stock for each share of PPG common stock accepted for exchange. PPG was able to accept the maximum of 10,825,227 shares of PPG common stock for exchange in the offer. The completion of this exchange offer was a non-cash financing transaction, which resulted in an increase in "Treasury stock" at a cost of $1.561 billion based on the PPG closing stock price on January 25, 2013.
In addition, PPG received $67 million in cash for a preliminary post-closing working capital adjustment under the terms of the Transaction agreements. The net assets transferred to Axiall included $27 million of cash on the books of the business transferred. In the Transaction, PPG transferred environmental remediation liabilities, defined benefit pension plan assets and liabilities and other post-employment benefit liabilities related to the commodity chemicals business to Axiall.
PPG recorded a net gain of $2.2 billion on the Transaction reflecting the excess of the sum of the cash proceeds received and the cost (closing stock price on January 25, 2013) of the PPG shares tendered and accepted in the exchange for the 35.2 million shares of Axiall common stock over the net book value of the net assets of PPG's former commodity chemicals business. The Transaction resulted in a net partial settlement loss of $33 million associated with the spin out and termination of defined benefit pension liabilities and the transfer of other post-retirement benefit liabilities under the terms of the Transaction.
The results of operations and cash flows of PPG's former commodity chemicals business for January 2013 and the net gain on the Transaction are reported as results from discontinued operations for the year-ended December 31, 2013. For the year-ended December 31, 2012, the results of operations and cash flows of PPG's former commodity chemicals business have been reclassified from continuing operations and presented as results from discontinued operations.


2014 PPG ANNUAL REPORT AND FORM 10-K 43

Notes to the Consolidated Financial Statements

The net sales and income before income taxes of the commodity chemicals business that have been reclassified and reported as discontinued operations are presented in the table below:
 
Year-ended
($ in millions)
2013
 
2012
Net sales
$
108

 
$
1,688

Income from operations, before income tax
$
—

 
$
345

Net gain from separation and merger of commodity chemicals business
2,192

 
—

Income tax expense
(5
)
 
117

Income from discontinued operations, net of tax
$
2,197

 
$
228

Less: Net income attributable to non-controlling interests, discontinued operations
$
—

 
$
(13
)
Net income from discontinued operations (attributable to PPG)
$
2,197

 
$
215

 
3. Working Capital Detail
 
($ in millions)
2014
 
2013
Receivables
 
 
 
 
Trade - net (1)
$
2,366

 
$
2,449

 
Equity affiliates
10

 
10

 
Other - net
439

 
277

 
Total
$
2,815

 
$
2,736

Inventories (2)
   
 
   
 
Finished products
$
1,169

 
$
1,156

 
Work in process
157

 
160

 
Raw materials
439

 
440

 
Supplies
60

 
68

 
Total
$
1,825

 
$
1,824

Accounts payable and accrued liabilities
   
 
   
 
Trade
$
1,919

 
$
1,790

 
Accrued payroll
497

 
506

 
Customer rebates
264

 
225

 
Other postretirement and pension benefits
94

 
93

 
Income taxes
62

 
80

 
Other
712

 
571

 
Total
$
3,548

 
$
3,265

(1)
Allowance for Doubtful Accounts equaled $87 million and $74 million as of December 31, 2014 and 2013 , respectively.
(2)
Inventories valued using the LIFO method of inventory valuation comprised 40% and 38% of total gross inventory values as of December 31, 2014 and 2013 , respectively. If the FIFO method of inventory valuation had been used, inventories would have been $182 million and $195 million higher as of December 31, 2014 and 2013 , respectively. During the year ended December 31, 2014 and 2013 , certain inventories accounted for on the LIFO method of accounting were reduced, which resulted in the liquidation of certain quantities carried at costs prevailing in prior years. The effect on income from continuing operations was expense of $0.3 million and income of $0.7 million for the years ended December 31, 2014 and 2013 , respectively.
 
4. Property, Plant and Equipment
($ in millions)
Useful
Lives
(years)
 
2014
 
2013
 
Land and land improvements
5-30
 
$
489

 
$
473

 
Buildings
20-40
 
1,563

 
1,593

 
Machinery and equipment
5-25
 
4,284

 
4,513

 
Other
3-20
 
751

 
743

 
Construction in progress
 
 
383

 
359

 
Total (1)
 
 
$
7,470

 
$
7,681

 
Less: accumulated depreciation
 
 
$
4,378

 
$
4,805

 
Net
 
 
$
3,092

 
$
2,876

(1)
Interest capitalized in 2014 , 2013 and 2012 was $16 million , $10 million and $8 million , respectively.


5. Investments
($ in millions)
2014
 
2013
Investments in equity affiliates
$
295

 
$
245

Marketable equity securities - Trading (See Note 9)
74

 
70

Other
 
74

 
78

Total
$
443

 
$
393

The Company’s investments in equity affiliates are comprised principally of 50% ownership interests in a number of joint ventures that manufacture and sell coatings and glass products, the most significant of which produce fiber glass products and are located in Asia. The Company’s investments in and advances to equity affiliates also include its approximate 40% ownership interest in Pittsburgh Glass Works LLC (“PGW”), which had a carrying value of $94 million and $30 million at December 31, 2014 and December 31, 2013 , respectively.
Until January 28, 2013, PPG held a 50% ownership interest in RS Cogen, LLC, which toll produced electricity and steam primarily for PPG's former Lake Charles, La. commodity chemicals facility and its joint venture partner under take-or-pay contracts with terms that extended to 2022. On January 28, 2013, PPG's investment in R.S. Cogen and its future purchase obligations under the take-or-pay commitments were transferred with the separation of its commodity chemicals business and the merger of the subsidiary holding the PPG commodity chemicals business with a subsidiary of Georgia Gulf. Refer to Note 2, "Acquisitions and Dispositions."
PPG’s share of undistributed net earnings of equity affiliates was $171 million and $98 million as of December 31, 2014 and December 31, 2013 , respectively. Dividends received from equity affiliates were $5 million , $9 million and $12 million in 2014 , 2013 and 2012 , respectively.



44 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

6. Goodwill and Other Identifiable Intangible Assets
 
The change in the carrying amount of goodwill attributable to each reportable business segment for the years ended December 31, 2014 and 2013 was as follows:
($ in millions)
Performance
Coatings
Industrial
Coatings
Glass
Commodity
Chemicals
Total
Balance, Jan. 1, 2013
$
2,143

$
560

$
52

$
6

$
2,761

Goodwill from acquisitions
235

4

—

—

239

Goodwill reduction due to Separation (See Note 2)
—

—

—

(6
)
(6
)
Foreign currency translation
3

11

—

—

14

Balance, Dec. 31, 2013
$
2,381

$
575

$
52

$
—

$
3,008

Goodwill from acquisitions
1,165

—

—

—

1,165

Goodwill reduction due to divestitures
—

(47
)
—

—

(47
)
Foreign currency translation
(279
)
(42
)
(4
)
—

(325
)
Balance, Dec. 31, 2014
$
3,267

$
486

$
48

$
—

$
3,801


The carrying amount of acquired trademarks with indefinite lives as of December 31, 2014 and 2013 totaled $1.4 billion and $499 million , respectively. The increase is primarily due to the acquisition of Comex. Refer to Note 2, "Acquisitions and Dispositions".
The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and are detailed below.
 
Dec. 31, 2014
 
Dec. 31, 2013
($ in millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Acquired 
technology
$
560

 
$
(394
)
 
$
166

 
$
522

 
$
(372
)
 
$
150

Customer-related intangibles
1,302

 
(570
)
 
732

 
1,177

 
(557
)
 
620

Tradenames
134

 
(60
)
 
74

 
127

 
(61
)
 
66

Other
42

 
(24
)
 
18

 
30

 
(26
)
 
4

Balance
$
2,038

 
$
(1,048
)
 
$
990

 
$
1,856

 
$
(1,016
)
 
$
840


Aggregate amortization expense was $126 million , $119 million and $107 million in 2014 , 2013 and 2012 , respectively. The estimated future amortization expense of identifiable intangible assets per year is approximately $145 million during 2015 , approximately $120 million during 2016 , approximately $115 million during 2017 , approximately $110 million during 2018 and approximately $95 million during 2019 .
 
7. Business Restructurings
In July 2013, the Company approved a business restructuring plan that resulted in a pre-tax charge of $98 million . The approved actions were focused on achieving cost synergies, through improved productivity and efficiency, related to the 2013 North American architectural coatings acquisition,
 
including actions in the acquired business, as well as in PPG's legacy architectural coatings businesses. Additionally, smaller targeted actions were approved for businesses, most notably protective and marine coatings and certain European businesses such as architectural coatings and fiber glass. The restructuring actions impacted approximately 1,400 employees.
The charge of $98 million is comprised of employee severance and other costs of approximately $93 million and asset write-offs of approximately $5 million . Cash payouts for certain liabilities were $27 million in 2013 and $46 million in 2014 , with the remainder of the cash spending to occur in 2015 . Substantially all actions in the restructuring plan were completed as of December 31, 2014 , with the few remaining actions expected to be completed during the first half of 2015 .
The following table summarizes the 2013 restructuring charge and the reserve activity since inception and through the year ended December 31, 2014 :
($ in millions, except no. of employees)
Severance
and Other
Costs
 
Asset
Write-offs
 
Total
Reserve
 
Employees
Impacted
Performance Coatings
$
74

 
$
5

 
$
79

 
1,253

Industrial Coatings
14

 
—

 
14

 
165

Glass
4

 
—

 
4

 
14

Corporate
1

 
—

 
1

 
4

Total third quarter 2013 restructuring charge
$
93

 
$
5

 
$
98

 
1,436

2013 activity
(27
)
 
(5
)
 
(32
)
 
(645
)
Foreign currency impact
4

 
—

 
4

 
—

Balance as of December 31, 2013
$
70

 
$
—

 
$
70

 
791

2014 activity
(46
)
 
—

 
(46
)
 
(768
)
Foreign currency impact
4

 
—

 
4

 
—

Balance as of December 31, 2014
$
24

 
$
—

 
$
24

 
23

In March 2012, the Company approved a business restructuring plan that resulted in a charge of $208 million . The approved actions were taken to reduce the Company's cost structure, primarily due to continuing weak economic conditions in Europe and in the commercial and residential construction markets in the U.S. and Europe. As part of this restructuring plan, PPG closed several laboratory, warehouse and distribution facilities and small production units and reduced staffing. The restructuring impacted a number of businesses globally, primarily the global architectural businesses and general and administrative functions in Europe.
The charge of $208 million was comprised of employee severance and other cash costs of $160 million , asset write-offs of $53 million , and a net pension curtailment gain of $5 million . As of December 31, 2014, all actions related to the 2012 restructuring plan were completed.


2014 PPG ANNUAL REPORT AND FORM 10-K 45

Notes to the Consolidated Financial Statements

8. Borrowings and Lines of Credit

Long-term Debt Obligations
($ in millions)
2014

 
2013

3  7 / 8 % notes, due 2015 (€300)
$
364

 
$
413

1.9 % notes, due 2016 (1)
250

 
249

7   3 / 8 % notes, due 2016 (1)
—

 
146

6    7 / 8 % notes, due 2017
—

 
74

3-year variable rate bank loan, due 2017 (€500)

605

 
—

6.65% notes, due 2018
125

 
700

7.4% notes, due 2019
—

 
198

2.3% notes, due 2019
299

 
—

3.6% notes, due 2020
496

 
495

9% non-callable debentures, due 2021 (1)
133

 
149

2.70% notes, due 2022
—

 
400

2.5% note, due 2029 (€80)

96

 
—

7.70% notes, due 2038
175

 
249

5.5% notes, due 2040
248

 
248

3% note, due 2044 (€120)

137

 
—

Commercial paper
935

 
—

Impact of derivatives on debt (1)
9

 
21

Various other non-U.S. debt, weighted average 2.3% as of December 31, 2014 and 0.7% of December 31, 2013.
5

 
4

Capital lease obligations
33

 
30

Total
3,910

 
3,376

Less payments due within one year
366

 
4

Long-term debt
$
3,544

 
$
3,372

(1)
PPG entered into several interest rate swaps which had the effect of converting fixed rate notes to variable rates, based on the three-month London Interbank Offered Rate (LIBOR). There were no interest rate swaps outstanding related to these instruments as of December 31, 2014 and 2013. The impact of the derivatives on debt represents the fair value adjustment of the debt while the interest rate swaps were outstanding, which is being amortized as a reduction to interest expense over the remaining term of the debt. The weighted average effective interest rate for these borrowings, including the effects of the swaps, was 3.9% and 4.1% for the years ended December 31, 2014 and 2013, respectively. Refer to Note 9 for additional information.

In November 2014, PPG completed a public offering of $300 million in aggregate principal amount of its 2.30% Notes due 2019 (the " 2.3% Notes”). These notes were issued pursuant to its existing shelf registration statement and pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented (the "Indenture"). The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture governing these notes contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The terms of these notes also require the Company to make an offer to repurchase Notes upon a Change of Control Triggering Event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest.
 
Also in November 2014, the Company entered into three Euro-denominated borrowings as follows.
3-year €500 million bank loan
Interest on this loan is variable and is based on changes to the EURIBOR interest rate. This loan contains covenants materially consistent with the five -year credit agreement, as discussed below. At December 31, 2014, the average interest rate on this borrowing was 0.70% .
15-year €80 million 2.5% fixed interest and 30-year €120 million 3.0% fixed interest notes
PPG privately placed a 15 -year €80 million 2.5% fixed interest note and a 30 -year €120 million 3.0% fixed interest note. These notes contain covenants materially consistent with the 2.3% Notes discussed above.
The cash proceeds related to these borrowings net of discounts and fees are as follows:
($ in millions)
Proceeds
3-year variable rate bank loan (2)
$
620

2.30% notes, due 2019
297

15-year 2.5% fixed rate note (2)
99

30-year 3.0% fixed rate note (2)
142

Total cash proceeds
$
1,158

(2) These debt arrangements are denominated in Euro and have been designated as net investment hedges of the Company's European operations. For more information refer to Note 9 "Financial Instruments, Hedging Activities and Fair Value Measurements".
In December 2014, PPG completed a debt refinancing which included redeeming approximately $1.5 billion of public notes and a tender offer for any and all of its outstanding 9% debentures, due 2021 and the 7.70% notes, due 2038 (together, the "Offers"). The consideration for each $1,000 principal amount of the 2021 debentures was approximately $1,334 and was approximately $1,506 for the 2038 notes. After the expiration of the Offers, PPG accepted for purchase all of the securities that were validly tendered. An aggregate principal amount of $90 million was redeemed through the tender offer which required $43 million of premiums to be paid to the debt holders.



46 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

The following table is a summary of the debt instruments redeemed and the tender offers completed:
($ in millions)
Amount Paid
Public notes redeemed:
 
7   3 / 8 % notes, due 2016
$
146

6    7 / 8 % notes, due 2017
75

6.65% notes, due 2018
575

7.4% notes, due 2019
199

2.70% notes, due 2022
400

Total of make-whole premiums paid to redeem notes
179

 
 
Tender Offer:
 
9% debentures, due 2021
16

7.70% notes, due 2038
74

Total of premiums paid on tender offer
43

 
 
Total cash paid for debt redemption
$
1,707

The Company recorded a charge of $317 million in the fourth quarter 2014 for the debt redemption which consists of the aggregate make-whole cash premium of $179 million for the public notes redemption, the aggregate cash premium of $43 million for the debt redeemed through the tender offer, the net realization of the unamortized interest rate swaps and forward starting swap losses of $89 million , and a balance of unamortized fees and discounts of $6 million related to the debt redeemed. Refer to Note 9, "Financial Instruments, Hedging Activity and Fair Value Measurement" for additional detail regarding the non-cash portion of the loss on the debt redemption.
The proceeds received from the 2.3% Notes and the three Euro-denominated borrowing arrangements were used to fund approximately $1.2 billion of the approximately $1.7 billion used for the 2014 debt redemption. Cash on hand was used to fund the remaining portion of the redemption payments.
In December 2014, the Company increased its 2012 five -year credit agreement with several banks and financial institutions (the “Credit Agreement”) by an additional $300 million , to a $1.5 billion unsecured revolving credit facility. The Credit Agreement terminates on September 12, 2017, although under circumstances specified in the Credit Agreement and subject to the lenders' approval, the Company may make one request to extend such termination date by one year with respect to the approving lenders. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. There were no amounts outstanding under the credit agreement during the years ended December 31, 2014 or December 31, 2013. The available borrowing rate on a one month, U.S. dollar denominated borrowing was 0.57% at December 31, 2014.
 
Borrowings under the Credit Agreement may be made in U.S. dollars or in Euros. The Credit Agreement provides that loans will bear interest at rates based, at the Company's option, on one of two specified base rates plus a margin based on certain formulas defined in the Credit Agreement. Additionally, the Credit Agreement contains a Commitment Fee, as defined in the Credit Agreement, on the amount of unused commitments under the Credit Agreement ranging from 0.080% to 0.225% per annum. The average Commitment Fee in 2014 was 0.10% and PPG is committed to pay 0.10% in 2015.
The Credit Agreement also supports the Company's commercial paper borrowings. As a result, the commercial paper borrowings as of December 31, 2014 are classified as long-term debt based on PPG's intent and ability to refinance these borrowings on a long-term basis.
The Credit Agreement contains usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company's ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. The Credit Agreement maintains the same restrictive covenant as the prior revolving credit facility whereby the Company must maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Credit Agreement, of 60% or less. As of December 31, 2014 , total indebtedness was 38% of the Company’s total capitalization.
The Credit Agreement also contains customary events of default, including the failure to make timely payments when due under the Credit Agreement or other material indebtedness, the failure to satisfy covenants contained in the Credit Agreement, a change in control of the Company and specified events of bankruptcy and insolvency that would permit the lenders to accelerate the repayment of any loans.
As of December 31, 2014, PPG was in full compliance with the restrictive covenants under its various credit agreements, loan agreements and indentures.
Additionally, substantially all of the Company’s debt agreements contain customary cross-default provisions. Those provisions generally provide that a default on a debt service payment of $10 million or more for longer than the grace period provided (usually 10 days) under one agreement may result in an event of default under other agreements. None of the Company’s primary debt obligations are secured or guaranteed by the Company’s affiliates.
In March 2013, the Company repaid the $600 million of 5.75% notes due.


2014 PPG ANNUAL REPORT AND FORM 10-K 47

Notes to the Consolidated Financial Statements

Aggregate maturities of long-term debt during the next five years excluding commercial paper are:
($ in millions)
Maturity per year
2015
$
366

2016
253

2017
608

2018
127

2019
303

Thereafter
1,318

Other Debt Obligations
Short-term debt outstanding as of December 31, 2014 and 2013 , was as follows:
($ in millions)
2014
 
2013
Various, weighted average 2.52% as of December 31, 2014 and 3.55% as of December 31, 2013
$
115

 
$
30

Total
$
115

 
$
30


Rental expense for operating leases was $284 million , $256 million and $209 million in 2014 , 2013 and 2012 , respectively. The primary leased assets include paint stores, transportation equipment, warehouses and other distribution facilities, and office space, including the Company’s corporate headquarters located in Pittsburgh, Pa.
Minimum lease commitments for operating leases that have initial or remaining lease terms in excess of one year are as follows:
($ in millions)
As of December 31, 2014
2015
$
180

2016
143

2017
118

2018
87

2019
62

Beyond 2019
108

Income from discontinued operations, net of tax includes $1 million , $10 million and $25 million of rental expense for operating leases in 2014, 2013 and 2012, respectively.
PPG’s non-U.S. operations have uncommitted lines of credit totaling $723 million of which $160 million was used as of December 31, 2014 . These uncommitted lines of credit are subject to cancellation at any time and are generally not subject to any commitment fees.
The Company had outstanding letters of credit and surety bonds of $120 million and $110 million as of December 31, 2014 and 2013, respectively. The letters of credit secure the Company’s performance to third parties under certain self-insurance programs and other commitments made in the ordinary course of business.
 
As of December 31, 2014 and 2013 , guarantees outstanding were $25 million and $51 million , respectively. The guarantees relate primarily to debt of certain entities in which PPG has an ownership interest and selected customers of certain of the Company’s businesses. A portion of such debt is secured by the assets of the related entities. The carrying values of these guarantees were $1 million and $1 million as of December 31, 2014 and 2013 , respectively, and the fair values were $2 million and $3 million , as of December 31, 2014 and 2013 , respectively. The fair value of each guarantee was estimated by comparing the net present value of two hypothetical cash flow streams, one based on PPG’s incremental borrowing rate and the other based on the borrower’s incremental borrowing rate, as of the effective date of the guarantee. Both streams were discounted at a risk free rate of return. The Company does not believe any loss related to these letters of credit, surety bonds or guarantees is likely.
9. Financial Instruments, Hedging Activities and Fair Value Measurements

Financial instruments include cash and cash equivalents, short-term investments, cash held in escrow, marketable equity securities, accounts receivable, company-owned life insurance, accounts payable, short-term and long-term debt instruments, and derivatives. The fair values of these financial instruments approximated their carrying values at December 31, 2014 and 2013, in the aggregate, except for long-term debt instruments.
Hedging Activities
The Company has exposure to market risk from changes in foreign currency rates, PPG's stock price, and interest rates. As a result, certain derivative financial instruments may be used when available on a cost effective basis to hedge the underlying economic exposure. Certain of these instruments qualify as cash flow, fair value and net investment hedges upon meeting the requisite criteria, including effectiveness of offsetting hedge exposures. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in income from continuing operations in the period incurred.
PPG’s policies do not permit speculative use of derivative financial instruments. PPG enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties in order to reduce its exposure to credit losses. The Company did not realize a credit loss on derivatives during the three-year period ended December 31, 2014 .
All of PPG's outstanding derivative instruments are subject to accelerated settlement in the event of PPG’s failure to meet its debt or payment obligations under the terms of the instruments’ contractual provisions. In addition, should the Company be acquired and its payment obligations under the derivative instruments’ contractual arrangements not be assumed by the acquirer, or should PPG enter into bankruptcy, receivership or reorganization proceedings, the instruments would also be subject to accelerated settlement.
 


48 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

During 2014, there was one derivative instrument initially designated as a net investment hedge that was undesignated as a hedging instrument during the year ended December 31, 2014. The impact of this undesignation was not significant to the results of operations or financial position of the Company. There were no derivative instruments undesignated or discontinued as a hedging instrument in either 2013 or 2012. There were no amounts deferred in AOCI reclassified to income from continuing operations during the three-year period ended December 31, 2014 related to hedges of anticipated transactions that were no longer expected to occur.
Fair Value Hedges:
PPG designates forward currency contracts as hedges against the Company’s exposure to future changes in fair value related to certain firm sales commitments denominated in foreign currencies. As of December 31, 2014 and 2013 , the fair value of these contracts was insignificant.
Interest rate swaps have been used from time to time to manage the Company's exposure to changing interest rates. When outstanding, the interest rate swaps were designated as fair value hedges and were recorded at fair value. In prior years, PPG settled interest rate swaps and received cash. There were no interest rate swaps outstanding as of December 31, 2014 and 2013 . However, the fair value adjustment of the debt at the time the interest rates swaps were settled is being amortized as a reduction to interest expense over the remaining term of the related debt. As a result of the completed debt refinancing, a $4 million gain was recognized related to the portion of the fair value adjustment for the debt that was retired in 2014 .
PPG has entered into renewable equity forward arrangements to hedge the impact to PPG's income from continuing operations for changes in the fair value of 1,388,889 shares of PPG stock that are to be contributed to the asbestos settlement trust as discussed in Note 13, “Commitments and Contingent Liabilities.” This financial instrument is recorded at fair value as an asset or liability and changes in the fair value of this financial instrument are reflected in the “Asbestos settlement – net” caption of the accompanying consolidated statement of income. The total principal amount payable for these shares is $62 million . PPG will pay to the counterparty interest based on the principal amount and the counterparty will pay to PPG an amount equal to the dividends paid on these shares during the period this financial instrument is outstanding. The difference between the principal amount and any amounts related to unpaid interest or dividends and the current market price for these shares, adjusted for credit risk, represents the fair value of the financial instrument as well as the amount that PPG would pay or receive if the counterparty chose to net settle the financial instrument. Alternatively, the bank may, at its option, require PPG to purchase the shares covered by the arrangement at the principal amount adjusted for unpaid interest and dividends as of the date of settlement. As of December 31, 2014 and 2013 , the fair value of this contract was an asset of $268 million and $207 million , respectively.
Cash Flow Hedges:
 
PPG designates certain forward currency contracts and forward starting swaps as cash flow hedges of the Company’s exposure to variability in exchange rates on intercompany and third party transactions denominated in foreign currencies and interest rates. As of December 31, 2014 and 2013 , the fair value of the forward currency contracts was a net asset of $46 million and $8 million , respectively.
The Company entered into forward starting swaps in 2009 and 2010 to effectively lock-in a fixed interest rate for future debt refinancings with an anticipated term of ten years based on the ten year swap rate, to which was added a corporate spread. The swaps had a total notional amount of $400 million and were settled in July 2012, resulting in a cash payment of $121 million . As of December 31, 2013, the amount of loss recorded in AOCI was $104 million , which was being amortized to interest expense over the remaining term of the ten-year debt that was issued in July 2012. In the fourth quarter of 2014, in conjunction with the debt refinancing, the ten-year debt instrument was redeemed and a non-cash charge for the related remaining unamortized loss of $93 million was recognized. Refer to Note 8, "Borrowings and Lines of Credit" for more information on the Company's debt refinancing. There were no forward starting swaps outstanding as of December 31, 2014 and 2013 .
Net Investment Hedges:
PPG uses cross currency swaps, foreign currency contracts and Euro-denominated debt to hedge a portion of its net investment in its European operations. As of January 1, 2012, U.S. dollar to euro cross currency swap contracts with a total notional amount of $1.16 billion outstanding, of which $600 million of contracts were settled in June 2012. The remaining outstanding contracts of $560 million are to expire in March 2018. On settlement of the remaining outstanding contracts, PPG will receive $560 million U.S. dollars and pay Euros to the counterparties to the contracts. During the term of these contracts, PPG receives semiannual payments in March and September of each year based on U.S. dollar, long-term fixed interest rates, and PPG makes annual payments in March of each year to the counterparties based on Euro, long-term fixed interest rates. As of December 31, 2014 and December 31, 2013 , the fair value of these contracts was a net liability of $32 million and $120 million , respectively.
In November 2014, the Company entered into three Euro-denominated borrowings. Refer to Note 8, "Borrowings and Lines of Credit" for more information. The Company has designated these debt arrangements as hedges of a portion of its net investment in its European operations and, as a result, mark to spot rate adjustments of the outstanding debt balances have been and will be recorded as a component of "Other comprehensive income."
During 2014 and 2013, PPG continued to designate a €300 million Euro-denominated borrowing as a hedge of a portion of PPG’s net investment in the Company’s European operations.



2014 PPG ANNUAL REPORT AND FORM 10-K 49

Notes to the Consolidated Financial Statements

During 2014, PPG used foreign currency forward contracts to hedge a portion of its net investment in its European operations. As of December 31, 2014 , none of these contracts remained outstanding. PPG received cash proceeds of $49 million from the settlement of these contracts.
As of December 31, 2014 and 2013 the Company had accumulated pre-tax unrealized translation gains in AOCI of $169 million and losses of $35 million related to the Euro-denominated borrowings, foreign currency forward contracts, and the cross currency swaps.
The following tables provide details for the years ended December 31, 2014 , 2013 and 2012 related to PPG's hedging activities. All dollar amounts are pre-tax.
 
 
December 31, 2014
Hedge Type ($ in millions)
 
Gain
Deferred
in OCI
 
Gain (Loss) Recognized
Amount
 
Caption
Fair Value
 
 
 
 
 
 
 
 
Foreign currency contracts
 
Not
applicable
 
$
1

 
Sales
 
 
Equity forward arrangements
 
Not
applicable
 
60

 
Asbestos - net
 
 
Total Fair Value
 
 
 
$
61

 
 
Cash Flow
 
 
 
 
 
 
 
 
Forward starting swaps
 
$
—

 
$
(104
)
 
Interest
expense and Other charges
 
 
Foreign currency contracts (a)
 
51

 
47

 
Other charges
 
 
Total Cash Flow
 
$
51

 
$
(57
)
 
 
Net Investment
 
 
 
 
 
 
 
 
Cross currency swaps
 
$
81

 
 
 
Other charges
 
 
Foreign denominated debt
 
75

 
 
 
Other charges
 
 
Foreign currency contracts
 
48

 
 
 
Other charges
 
 
Total Net Investment
 
$
204

 


 
 
(a) The ineffective portion related to this item was $7 million of expense.
 
 
 
December 31, 2013
Hedge Type ($ in millions)
 
Gain
(Loss)
Deferred
in OCI
 
Gain (Loss) Recognized
Amount
 
Caption
Fair Value
 
 
 
 
 
 
 
 
Foreign currency contracts
 
Not
applicable
 
$
1

 
Sales
 
 
Equity forward arrangements
 
Not
applicable
 
77

 
Asbestos - net
 
 
Total Fair Value
 
 
 
$
78

 
 
Cash Flow
 
 
 
 
 
 
 
 
Forward starting swaps
 
$
—

 
$
(12
)
 
Interest
expense
 
 
Foreign currency contracts (a)
 
33

 
33

 
Other charges
 
 
Total Cash Flow
 
$
33

 
$
21

 
 
Net Investment
 
 
 
 
 
 
 
 
Cross currency swaps
 
$
(28
)
 
 
 
Other charges
 
 
Foreign denominated debt
 
(16
)
 
 
 
Other charges
 
 
Total Net Investment
 
$
(44
)
 


 
 
(a)
The ineffective portion related to this item was $8 million of expense.

 
 
December 31, 2012
Hedge Type ($ in millions)
 
Gain
(Loss)
Deferred
in OCI
 
Gain (Loss) Recognized
Amount
 
Caption
Fair Value
 
 
 
 
 
 
 
 
Foreign currency contracts
 
Not
applicable
 
$
1

 
Sales
 
 
Equity forward arrangements
 
Not
applicable
 
74

 
Asbestos - net
 
 
Total Fair Value
 
 
 
$
75

 
 
Cash Flow
 
 
 
 
 
 
 
 
Natural gas swaps
 
$
(2
)
 
$
(11
)
 
Cost of sales and Income from Discontinued operations, net of tax
 
 
Interest rate swaps
 
(1
)
 
(2
)
 
Income from Discontinued operations, net of tax
 
 
Forward starting swaps (a)
 
(26
)
 
(5
)
 
Interest
expense
 
 
Foreign currency contracts (b)
 
(9
)
 
(9
)
 
Other charges
 
 
Total Cash Flow
 
$
(38
)
 
$
(27
)
 
 
Net Investment
 
 
 
 
 
 
 
 
Cross currency swaps
 
$
3

 
 
 
Other charges
 
 
Foreign denominated debt
 
(7
)
 
 
 
Other charges
 
 
Total Net Investment
 
$
(4
)
 


 
 
(a) The ineffective portion related to this item was $ 4 million of expense .
(b) The ineffective portion related to this item was $ 8 million of expense .

Fair Value Measurements
The Company follows a fair value measurement hierarchy to measure its assets and liabilities. The Company's financial


50 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

assets and liabilities are measured using inputs from the following three levels.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. Level 1 inputs are considered to be the most reliable evidence of fair value as they are based on unadjusted quoted market prices from various financial information service providers and securities exchanges.
Level 2 inputs are directly or indirectly observable prices that are not quoted on active exchanges, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The fair values of these derivative instruments reflect the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward curves.
Level 3 inputs are unobservable inputs employed for measuring the fair value of assets or liabilities. The Company does not have any recurring financial assets or liabilities that are recorded in its consolidated balance sheets as of December 31, 2014 and 2013 that are classified as Level 3 inputs.
 

Assets and liabilities reported at fair value on a recurring basis:
 
 
 
December 31, 2014
($ in millions)
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
Other current assets:
 
 
 
 
 
 
 
Marketable equity securities
 
5

 
—

 
—

 
Foreign currency contracts
 
—

 
52

 
—

 
Equity forward arrangement
 
—

 
268

 
—

Investments:
 
 
 
 
 
 
 
Marketable equity securities
 
74

 
—

 
—

Other assets:
 
 
 
 
 
 
 
Foreign currency contracts
 
—

 
16

 
—

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
 
—

 
23

 
—

Other liabilities:
 
 
 
 
 
 
 
Cross currency swaps
 
—

 
32

 
—


 
 
 
December 31, 2013
($ in millions)
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
Commercial paper and certificates of deposit
 
$
—

 
$
50

 
$
—

Other current assets:
 
 
 
 
 
 
 
Marketable equity securities
 
5

 
—

 
—

 
Foreign currency contracts
 
—

 
25

 
—

 
Equity forward arrangement
 
—

 
207

 
—

Investments:
 
 
 
 
 
 
 
Marketable equity securities
 
70

 
—

 
—

Other assets:
 
 
 
 
 
 
 
Foreign currency contracts
 
—

 
2

 
—

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
 
—

 
7

 
—

Other liabilities:
 
 
 
 
 
 
 
Cross currency swaps
 
—

 
120

 
—

 
Foreign currency contracts
 
—

 
11

 
—


Long-Term Debt:
PPG's long-term debt (excluding capital lease obligations), had carrying and fair values totaling $3,877 million and $4,164 million , respectively, as of December 31, 2014 . Long-term debt (excluding capital lease obligations), had carrying and fair values totaling $3,346 million and $3,683 million , respectively, as of December 31, 2013 . The fair values of the debt instruments were based on discounted cash flows and interest rates then currently available to the Company for instruments of the same remaining maturities and were measured using level 2 inputs.


2014 PPG ANNUAL REPORT AND FORM 10-K 51

Notes to the Consolidated Financial Statements


Assets and liabilities reported at fair value on a nonrecurring basis:
There were no significant adjustments to the fair value of nonmonetary assets or liabilities during the years ended December 31, 2014, 2013 or 2012.
10. Earnings Per Common Share
Earnings per common share calculated for the years ended December 31, 2014 , 2013 and 2012 are as follows:
($ in millions, except per share amounts)
2014
 
2013
 
2012
Earnings per common share (attributable to PPG)
 
Income from continuing operations, net of tax
$
1,133

 
$
950

 
$
663

 
Income from discontinued operations, net of tax
$
969

 
$
2,281

 
$
278

 
Net income (attributable to PPG)
$
2,102

 
$
3,231

 
$
941

 
Weighted average common shares outstanding
138.3

 
143.4

 
153.4

 
Earnings per common share (attributable to PPG):
 
Income from continuing operations, net of tax
$
8.19

 
$
6.62

 
$
4.32

 
Income from discontinued operations, net of tax
$
7.01

 
$
15.91

 
$
1.81

 
Net income (attributable to PPG)
$
15.20

 
$
22.53

 
$
6.13

Earnings per common share - assuming dilution (attributable to PPG)
 
Income from continuing operations, net of tax
$
1,133

 
$
950

 
$
663

 
Income from discontinued operations, net of tax
$
969

 
$
2,281

 
$
278

 
Net income (attributable to PPG)
$
2,102

 
$
3,231

 
$
941

 
Weighted average common shares outstanding
138.3

 
143.4

 
153.4

 
Effect of dilutive securities:
 

 
 

 
 

 
Stock options
0.7

 
0.8

 
0.8

 
Other stock compensation plans
0.8

 
0.9

 
0.9

 
Potentially dilutive common shares
1.5

 
1.7

 
1.7

 
Adjusted weighted average common shares outstanding
139.8

 
145.1

 
155.1

Earnings per common share - assuming dilution (attributable to PPG)
 
Income from continuing operations, net of tax
$
8.10

 
$
6.55

 
$
4.27

 
Income from discontinued operations, net of tax
$
6.93

 
$
15.72

 
$
1.79

 
Net income (attributable to PPG)
$
15.03

 
$
22.27

 
$
6.06

There were no outstanding stock options excluded in 2014 , 2013 or 2012 from the computation of diluted earnings per common share due to their anti-dilutive effect.
 
11. Income Taxes
The provision for income taxes by taxing jurisdiction and by significant components consisted of the following:
($ in millions)
2014
 
2013
 
2012
Current income tax expense
 
 
 
 
 
 
U.S. federal
128

 
83

 
176

 
U.S. state and local
25

 
6

 
11

 
Foreign
195

 
180

 
168

 
Total current income tax
348

 
269

 
355

Deferred income tax expense
 
 
 
 
 
 
U.S. federal
(78
)
 
(8
)
 
(151
)
 
U.S. state and local
(1
)
 
(5
)
 
(14
)
 
Foreign
(10
)
 
(3
)
 
(42
)
 
Total deferred income tax
(89
)
 
(16
)
 
(207
)
 
Total
$
259

 
$
253

 
$
148

A reconciliation of the statutory U.S. corporate federal income tax rate to the Company's effective tax rate follows:
 
 
2014
 
2013
 
2012
U.S. federal income tax rate
35.0
 %
 
35.0
 %
 
35.0
 %
Changes in rate due to:
 
 
 
 
 
 
U.S. State and local taxes
0.9

 
0.6

 
0.5

 
U.S. tax benefit on foreign dividends
(3.8
)
 
(3.3
)
 
(1.9
)
 
Taxes on foreign earnings
(8.7
)
 
(7.4
)
 
(10.6
)
 
PPG dividends paid to the ESOP
(0.4
)
 
(0.4
)
 
(0.2
)
 
U.S. tax incentives
(2.2
)
 
(2.8
)
 
(2.4
)
 
Other
(2.6
)
 
(1.1
)
 
(2.5
)
 
Effective income tax rate
18.2
 %
 
20.6
 %
 
17.9
 %

In 2014, U.S. tax incentives include the R&D credit and the U.S. manufacturing deduction. The decrease of the impact of U.S. tax incentives in 2014 is due to the absence of the retroactive benefit of the reinstatement of the 2012 R&D credit in January 2013. This decrease was partly offset by an increase in the manufacturing deduction and the R&D credit in 2014.
The 2014 and 2013 increase in the U.S. tax benefit on foreign dividends was mainly due to repatriation of high taxed foreign earnings.
In 2014, Other includes the prior year benefit and remeasurement of temporary differences in a foreign jurisdiction as a result of receiving a favorable tax rate ruling for the tax years from 2008 to 2018. The retroactive benefit lowered 2014 tax expense by $29 million .
Income before income taxes of the Company’s U.S. operations for 2014, 2013 and 2012 was $377 million , $447 million and $220 million , respectively. Income before income taxes of the Company's foreign operations for 2014 , 2013 and 2012 was $1,040 million , $779 million and $608 million , respectively.


52 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

Deferred income taxes are provided for the effect of temporary differences that arise because there are certain items treated differently for financial accounting than for income tax reporting purposes. The deferred tax assets and liabilities are determined by applying the enacted tax rate in the year in which the temporary difference is expected to reverse. Net deferred income tax assets and liabilities as of December 31 were as follows:
($ in millions)
2014
 
2013
Deferred income tax assets related to
 
 
 
 
Employee benefits
$
877

 
$
706

 
Contingent and accrued liabilities
671

 
613

 
Operating loss and other carry-forwards
380

 
269

 
Inventories
24

 
31

 
Property
29

 
4

 
Derivatives
24

 
—

 
Other
99

 
47

 
Valuation allowance
(181
)
 
(136
)
 
Total
1,923

 
1,534

Deferred income tax liabilities related to
 
 
 
 
Property
401

 
310

 
Intangibles
805

 
450

 
Employee benefits
69

 
55

 
Derivatives
—

 
41

 
Undistributed foreign earnings
263

 
—

 
Other
180

 
21

 
Total
1,718

 
877

 
Deferred income tax assets – net
$
205

 
$
657


As of December 31, 2014 , subsidiaries of the Company had available net operating loss carryforwards of approximately $637 million for income tax purposes, of which approximately $419 million has an indefinite expiration. The remaining $218 million expires between the years 2015 and 2028. The tax effected amount of the net operating loss carryforwards is $189 million .
Also, as of December 31, 2014 , the Company and its subsidiaries had available credit carryforwards of approximately $191 million for income tax purposes. The carryforwards expire between the years 2015 and 2024.
As of December 31, 2013, subsidiaries of the Company had available net operating loss carryforwards of approximately $632 million for income tax purposes, of which approximately $516 million had an indefinite expiration. The remaining $116 million expires between the years 2014 and 2028. The tax effected amount of the net operating loss carryforwards was $182 million .
Also, as of December 31, 2013, the Company and its subsidiaries had available credit carryforwards of approximately $87 million for income tax purposes. The carryforwards expire between the years 2014 and 2023.
 
A valuation allowance has been established for carry-forwards at December 31, 2014 and 2013, when the ability to utilize them is not likely. It is at least reasonably possible that a valuation allowance established on approximately $40 million of after-tax foreign net operating losses at December 31, 2014 will meet the reversal criteria within the next twelve months. The increase in the total valuation allowance from December 31, 2013 is due to deferred tax assets acquired in 2014 and not expected to be realized by the Company prior to their expiration.
The Company has $5.0 billion and $3.9 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2014 and December 31, 2013, respectively.  These amounts relate to approximately 200 subsidiaries in more than 60 taxable jurisdictions. As discussed in Note 2, "Acquisitions and Dispositions", PPG recorded a deferred U.S. income tax liability of $247 million on the foreign earnings generated from the sale of its Transitions Optical joint venture in 2014. No significant deferred U.S. income taxes have been provided on the remaining $4.2 billion of PPG's undistributed earnings as they are considered to be reinvested for an indefinite period of time or will be repatriated when it is tax effective to do so. The Company estimates repatriation of undistributed earnings of non-U.S. subsidiaries as of December 31, 2014 and December 31, 2013 would have resulted in a U.S. tax cost of approximately $ 200 million and $ 250 million , respectively.
The Company files federal, state and local income tax returns in numerous domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is no longer subject to examinations by tax authorities in any major tax jurisdiction for years before 2006. Additionally, the Internal Revenue Service has completed its examination of the Company’s U.S. federal income tax returns filed for years through 2011. The examination of the Company’s U.S. federal income tax return for 2012 is currently underway.
A reconciliation of the total amounts of unrecognized tax benefits (excluding interest and penalties) as of December 31 follows:
($ in millions)
2014
 
2013
 
2012
Balance at January 1
$
85

 
$
82

 
$
107

Additions based on tax positions related to the current year
12

 
12

 
12

Additions for tax positions of prior years
3

 
9

 
2

Reductions for tax positions of prior years
(15
)
 
(10
)
 
(12
)
Pre-acquisition unrecognized tax benefits
—

 
—

 
2

Reductions for expiration of the applicable statute of limitations
(2
)
 
(10
)
 
(6
)
Settlements
(6
)
 
—

 
(23
)
Foreign currency translation
(6
)
 
2

 
—

Balance at December 31
$
71

 
$
85

 
$
82

 
The Company expects that any reasonably possible change in the amount of unrecognized tax benefits in the next 12 months would not be significant.


2014 PPG ANNUAL REPORT AND FORM 10-K 53

Notes to the Consolidated Financial Statements

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $67 million as of December 31, 2014.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2014 , 2013 and 2012 , the Company had liabilities for estimated interest and penalties on unrecognized tax benefits of $7 million , $9 million and $10 million , respectively. The Company recognized $2 million , $2 million , and $5 million of income in 2014, 2013, and 2012 respectively, related to the reduction of estimated interest and penalties.
12. Employee Benefit Plans
 
Defined Benefit Plans
PPG has defined benefit pension plans that cover certain employees worldwide. The principal defined benefit pension plans are those in the U.S., Canada, the Netherlands and the U.K. which, in the aggregate represent approximately 96% of the projected benefit obligation at December 31, 2014 , of which the U.S. defined benefit pension plans represent the majority. PPG also sponsors welfare benefit plans that provide postretirement medical and life insurance benefits for certain U.S. and Canadian employees and their dependents. These programs require retiree contributions based on retiree-selected coverage levels for certain retirees and their dependents and provide for sharing of future benefit cost increases between PPG and participants based on management discretion. The Company has the right to modify or terminate certain of these benefit plans in the future.
U.S. Defined Benefit Plans
Salaried and certain hourly employees in the U.S. hired on or after October 1, 2004, or rehired on or after October 1, 2012 are not eligible for postretirement medical benefits. Salaried employees in the U.S. hired, rehired or transferred to salaried status on or after January 1, 2006, and certain U.S. hourly employees hired in 2006 or thereafter are eligible to participate in a defined contribution retirement plan. These employees are not eligible for defined benefit pension plan benefits. In 2011, the Company approved amendments related to certain U.S. defined benefit plans so that depending upon the affected employee's combined age and years of service to PPG, certain employees stopped accruing benefits either during 2011 or at some point in the future. The affected employees will participate in the various Company’s defined contribution retirement plans from the date their benefits under their respective defined benefit plans are frozen. The Company has amended other defined benefit plans in other countries in a similar way and plans to continue reviewing and potentially changing other PPG defined benefit plans in the future.
Separation and Merger of Commodity Chemicals Business
On January 28, 2013, PPG completed the separation of its commodity chemicals business and the merger of the subsidiary holding the PPG commodity chemicals business with a subsidiary of Georgia Gulf, as discussed in Note 2,
 
“Acquisitions and Dispositions.” PPG transferred the defined benefit pension plan and other postretirement benefit liabilities for the affected employees in the U.S., Canada, and Taiwan in the separation resulting in a net partial settlement loss of $33 million that was recorded in the first quarter of 2013. This transaction lowered the projected benefit obligation of PPG's defined benefit pension plans by approximately $550 million and the accumulated benefit obligation of the other postretirement benefit plans by $165 million . In 2013, PPG transferred to Axiall U.S. pension assets of $421 million and then in 2014, an additional $86 million in U.S. pension assets and $11 million in Canadian assets were transferred upon the completion of the calculation of the total amount required to be transferred. Expense amounts related to these plans for 2013 and 2012 is included within "Income from discontinued operations, net of tax" and is excluded from the expense disclosures in the remainder of this footnote.
As a part of the separation activities related to the separation and merger transaction of the former commodity chemicals business, the Company reorganized its U.S. defined benefit pension plans. The decision to reorganize these plans was finalized in August 2013. As a result of this reorganization, certain of these newly formed plans have no active participants and as such the amortization periods of the unrecognized net actuarial losses of these plans were changed to the average remaining life expectancy of the plan participants from the average remaining service period of plan participants in accordance with the accounting guidance for retirement benefits. This change reduced the Company's 2013 annual pension expense by approximately $18 million .
Plan Termination
During June 2014, PPG terminated one of the defined benefit pension plans containing only participants who are no longer accruing benefits, which lowered the projected benefit obligation and plan assets of PPG’s defined benefit pension plans by approximately $41 million . Additionally, PPG recorded an immaterial settlement loss related to the termination of the plan.
Postretirement medical
Beginning in 2004, PPG's other postretirement benefit plan provided a retiree prescription drug benefit which was at least actuarially equivalent to Medicare Part D. Therefore, PPG received the federal subsidy provided for under the Medicare Act of 2003. The federal subsidy is not subject to U.S. federal income tax and is recorded as a reduction in annual net periodic benefit cost of other postretirement benefits. During the period from January 1, 2010 to December 31, 2012 the Company provided a self-insured plan for certain retirees and their dependents that was at least actuarially equivalent to Medicare Part D and received the subsidy under the Medicare Act of 2003 for those retirees and their dependents. 
In 2012, the Company decided, effective January 1, 2013, to move to an Employee Group Waiver Plan ("EGWP") for certain Medicare-eligible retirees and their dependents. The EGWP includes a fully-insured Medicare Part D prescription drug plan.


54 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

As such, beginning in 2013 PPG was no longer eligible to receive the federal subsidy provided under the Medicare Act of 2003 for these retirees and their dependents.
The following table sets forth the changes in projected benefit obligations (“PBO”) (as calculated as of December 31), plan assets, the funded status and the amounts recognized in the accompanying consolidated balance sheet for the Company’s defined benefit pension and other postretirement benefit plans:
 
Pensions
 
Other
Postretirement
Benefits
($ in millions)
2014
 
2013
 
2014
 
2013
Projected benefit
obligation, January 1
$
5,240

 
$
5,784

 
$
1,070

 
$
1,362

Service cost
52

 
57

 
15

 
20

Interest cost
230

 
218

 
47

 
49

Plan amendments
—

 
(25
)
 
—

 
(8
)
Actuarial losses / (gains) - net
846

 
(267
)
 
125

 
(160
)
Benefits paid
(390
)
 
(304
)
 
(44
)
 
(60
)
Plan transfers
36

 
327

 
—

 
40

Foreign currency translation adjustments
(229
)
 
12

 
(12
)
 
(8
)
Curtailment and special termination benefits
(6
)
 
(18
)
 
—

 
—

Impact of commodity chemicals transaction
—

 
(548
)
 
—

 
(165
)
Other
(4
)
 
4

 
(5
)
 
—

Projected benefit
obligation, December 31
$
5,775

 
$
5,240

 
$
1,196

 
$
1,070

Market value of plan
assets, January 1
$
4,701

 
$
4,750

 
 
 
 
Actual return on plan assets
658

 
267

 
 
 
 
Company contributions
41

 
174

 
 
 
 
Participant contributions
2

 
2

 
 
 
 
Benefits paid
(375
)
 
(283
)
 
 
 
 
Plan transfers
35

 
352

 
 
 
 
Plan settlements
(4
)
 
(51
)
 
 
 
 
Plan expenses and other-net
(4
)
 
(2
)
 
 
 
 
Foreign currency translation adjustments
(198
)
 
(11
)
 
 
 
 
Impact of commodity chemicals transaction
(22
)
 
(496
)
 
 
 
 
Other
5

 
(1
)
 
 
 
 
Market value of plan
assets, December 31
$
4,839

 
$
4,701

 
 
 
 
Funded Status
$
(936
)
 
$
(539
)
 
$
(1,196
)
 
$
(1,070
)
Amounts recognized in the Consolidated Balance Sheet:
 
 
 
 
Other assets (long-term)
86

 
224

 
—

 
—

Accounts payable and accrued liabilities
(27
)
 
(19
)
 
(64
)
 
(63
)
Accrued pensions
(995
)
 
(744
)
 
—

 
—

Other postretirement benefits
—

 
—

 
(1,132
)
 
(1,007
)
Net liability recognized
$
(936
)
 
$
(539
)
 
$
(1,196
)
 
$
(1,070
)
The PBO is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated
 
benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The ABO for all defined benefit pension plans as of December 31, 2014 and 2013 was $5,624 million and $5,064 million , respectively.
The following table details the pension plans where the benefit liability exceeds the fair value of the plan assets:
 
Pensions
($ in millions)
2014
 
2013
Plans with PBO in Excess of Plan Assets:
 
 
 
Projected benefit obligation
$
4,864

 
$
2,377

Fair value of plan assets
3,879

 
1,619

Plans with ABO in Excess of Plan Assets:
 
 
 
Accumulated benefit obligation
$
4,453

 
$
2,242

Fair value of plan assets
3,584

 
1,617

Amounts (pretax) not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss include the following:
($ in millions)
Pensions
 
Other
Postretirement
Benefits
 
2014
 
2013
 
2014
 
2013
Accumulated net actuarial losses
$
1,910

 
$
1,542

 
$
366

 
$
254

Accumulated prior service credit
(20
)
 
(26
)
 
(34
)
 
(45
)
Total
$
1,890

 
$
1,516

 
$
332

 
$
209


The accumulated net actuarial losses for pensions and other postretirement benefits relate primarily to declines in the discount rate as well as an updated mortality assumption. The accumulated net actuarial losses exceed 10% of the higher of the market value of plan assets or the PBO at the beginning of the year, therefore, amortization of such excess has been included in net periodic benefit costs for pension and other postretirement benefits in each of the last three years. The amortization period is the average remaining service period of active employees expected to receive benefits unless a plan is mostly inactive in which case the amortization period is the average remaining life expectancy of the plan participants. Accumulated prior service cost (credit) is amortized over the future service periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits.


2014 PPG ANNUAL REPORT AND FORM 10-K 55

Notes to the Consolidated Financial Statements

The decrease in accumulated other comprehensive loss (pretax) in 2014 relating to defined benefit pension and other postretirement benefits consists of:
($ in millions)
Pensions
 
Other
Postretirement
Benefits
Net actuarial loss arising during the year
$
494

 
$
125

Impact of curtailments
(11
)
 
—

Amortization of actuarial loss
(77
)
 
(11
)
Amortization of prior service cost
2

 
10

Foreign currency translation adjustments and other
(34
)
 
(1
)
Net change
$
374

 
$
123

 
The net actuarial losses arising during 2014 related to the Company’s pension and other postretirement benefit plans were primarily due to a decrease in the discount rate as well as an updated mortality assumption.
The estimated amounts of accumulated net actuarial loss and prior service (credit) for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 are $116 million and $(2) million , respectively. The estimated amounts of accumulated net actuarial loss and prior service (credit) for the other postretirement benefit plans that will be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost in 2015 are $32 million and $(9) million , respectively.
Net periodic benefit cost for the three years ended December 31, 2014 , included the following:
 
Pensions
 
Other
Postretirement
Benefits
($ in millions)
2014
 
2013
 
2012
 
2014
 
2013
 
2012
Service cost
$
52

 
$
57

 
$
54

 
$
15

 
$
20

 
$
19

Interest cost
230

 
218

 
217

 
47

 
49

 
50

Expected return on plan assets
(297
)
 
(286
)
 
(261
)
 
—

 
—

 
—

Amortization of prior service cost (credit)
(2
)
 
(2
)
 
—

 
(10
)
 
(9
)
 
(10
)
Amortization of actuarial losses
77

 
102

 
133

 
11

 
28

 
31

Curtailments and special termination benefits
8

 
18

 
—

 
—

 
—

 
—

Net periodic benefit cost
$
68

 
$
107

 
$
143

 
$
63

 
$
88

 
$
90


Net periodic benefit cost is included in Cost of sales, exclusive of depreciation and amortization, Selling, general and administrative and Research and development in the accompanying consolidated statement of income.
 
 
Assumptions
The following weighted average assumptions were used to determine the benefit obligation for the Company’s defined benefit pension and other postretirement plans as of December 31, 2014 and 2013 :
 
2014
 
2013
Discount rate (1)
3.8
%
 
4.6
%
Rate of compensation increase
2.0
%
 
3.5
%
(1)
The discount rate for U.S. defined benefit pension and other postretirement plans was 4% as of December 31, 2014.
 
The following weighted average assumptions were used to determine the net periodic benefit cost for the Company’s defined benefit pension and other postretirement benefit plans for the three years in the period ended December 31, 2014 :
 
2014
 
2013
 
2012
Discount rate
4.6
%
 
4.1
%
 
4.6
%
Expected return on assets
6.5
%
 
6.5
%
 
7.0
%
Rate of compensation increase
3.0
%
 
4.0
%
 
3.9
%
 
These assumptions for each plan are reviewed on an annual basis. In determining the expected return on plan asset assumption, the Company evaluates the mix of investments that comprise each plan’s assets and external forecasts of future long-term investment returns. The Company compares the expected return on plan assets assumption to actual historic returns to ensure reasonability. The global expected return on plan assets assumption to be used in determining 2015 net periodic pension expense will be 6.10% ( 7.25% for the U.S. plans only).
In 2014, the Company updated the mortality tables used to calculate its U.S. defined benefit pension and other postretirement benefit liabilities. In October 2014, the Society of Actuaries' Retirement Plans Experience Committee released new mortality tables known as RP 2014. The new tables released reflect a long period of significant improvement in mortality. The Company considered these new tables and performed a review of its own mortality history, as well as the industry in which the Company operates to assess future improvements in mortality rates based on its U.S. population. The Company chose to value its U.S. defined benefit pension and other postretirement benefit liabilities using a slightly modified assumption of future mortality which better approximates our plan participant population and reflects significant improvement in life expectancy over the previously used mortality table, known as RP 2000.


56 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

The weighted-average healthcare cost trend rate (inflation) used for 2014 was 6.3% declining to a projected 4.5% in the year 2024 . For 2015 , the assumed weighted-average healthcare cost trend rate used will be 6.4% declining to a projected 4.5% in the year 2024 . These assumptions are reviewed on an annual basis. In selecting rates for current and long-term health care cost assumptions, the Company takes into consideration a number of factors including the Company’s actual health care cost increases, the design of the Company’s benefit programs, the demographics of the Company’s active and retiree populations and external expectations of future medical cost inflation rates. If these 2015 health care cost trend rates were increased or decreased by one percentage point per year, such increase or decrease would have the following effects:
 
One-Percentage Point
($ in millions)
Increase
 
Decrease
Increase (decrease) in the aggregate of service and interest cost components of annual expense
$
8

 
$
(6
)
Increase (decrease) in the benefit obligation
$
138

 
$
(105
)

Contributions to Defined Benefit Plans
PPG was not required to make a mandatory contribution to its U.S. defined benefit plans in 2014 and does not currently expect to have to make a mandatory contribution in 2015. PPG made voluntary contributions to these plans of $ 2 million and $50 million in 2014 and 2013 , respectively. PPG did not make any contributions to its U.S. defined benefit plans in 2012 . PPG made contributions to its non-U.S. defined benefit pension plans of $39 million in 2014 , $124 million in 2013 , and $80 million in 2012 . PPG expects to make mandatory contributions to its non-U.S. plans in the range of $10 million to $20 million in 2015 .
Benefit Payments
The estimated benefits expected to be paid under the Company's defined benefit pension and other postretirement benefit plans (in millions) are:
($ in millions)
Pensions
 
Other
Postretirement
Benefits
2015
$
297

 
$
67

2016
286

 
68

2017
270

 
69

2018
273

 
69

2019
276

 
70

2020 to 2024
1,425

 
345

Beginning in 2012, the Company initiated a lump sum payout program that gave certain terminated vested participants in certain U.S. defined benefit pension plans the option to take a one-time lump sum cash payment in lieu of receiving a future monthly annuity.  PPG paid approximately $61 million and $22 million in 2014 and 2013 , respectively, in lump sum benefits to terminated vested participants who elected to participate in the program. 
 
Plan Assets
Each PPG sponsored defined benefit pension plan is managed in accordance with the requirements of local laws and regulations governing defined benefit pension plans for the exclusive purpose of providing pension benefits to participants and their beneficiaries. Investment committees comprised of PPG managers have fiduciary responsibility to oversee the management of pension plan assets by third party asset managers. Pension plan assets are held in trust by financial institutions and managed on a day-to-day basis by the asset managers. The asset managers receive a mandate from each investment committee that is aligned with the asset allocation targets established by each investment committee to achieve the plan’s investment strategies. The performance of the asset managers is monitored and evaluated by the investment committees throughout the year.  
Pension plan assets are invested to generate investment earnings over an extended time horizon to help fund the cost of benefits promised under the plans while mitigating investment risk. The asset allocation targets established for each pension plan are intended to diversify the investments among a variety of asset categories and among a variety of individual securities within each asset category to mitigate investment risk and provide each plan with sufficient liquidity to fund the payment of pension benefits to retirees.
The following summarizes the weighted average target pension plan asset allocation as of December 31, 2014 and 2013 for all PPG defined benefit plans:
Asset Category
Dec. 31, 2014
 
Dec. 31, 2013
Equity securities
30-65%
 
30-65%
Debt securities
30-65%
 
30-65%
Real estate
0-10%
 
0-10%
Other
0-10%
 
0-10%
 


2014 PPG ANNUAL REPORT AND FORM 10-K 57

Notes to the Consolidated Financial Statements

The fair values of the Company’s pension plan assets at December 31, 2014 , by asset category, are as follows:
($ in millions)
Level 1 (1)
 
Level 2 (1)
 
Level 3 (1)
 
Total
Asset Category
 
 
 
 
 
 
 
Equity securities:
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
 
 
 
 
 
Large cap
$
—

 
$
278

 
$
—

 
$
278

 
 
Small cap
—

 
112

 
—

 
112

 
 
PPG common stock
102

 
—

 
—

 
102

 
Non-U.S.
 
 
 
 
 
 
 
 
 
Developed and emerging markets (2)
107

 
688

 
—

 
795

Debt securities:
 
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
40

 
—

 
40

 
Corporate (3)
 
 
 
 
 
 
 
 
 
U.S. (4)
—

 
1,121

 
124

 
1,245

 
 
Developed and emerging markets (2)
—

 
232

 
—

 
232

 
Diversified (5)
—

 
477

 
—

 
477

 
Government
 
 
 
 
 
 
 
 
 
U.S. (4)
223

 
42

 
—

 
265

 
 
Developed markets
—

 
504

 
—

 
504

 
Other (6)
—

 
153

 
22

 
175

Real estate, hedge funds, and other
—

 
148

 
466

 
614

 
Total
$
432

 
$
3,795

 
$
612

 
$
4,839

(1)
These levels refer to the accounting guidance on fair value measurement described in Note 9, “Financial Instruments, Hedging Activities and Fair Value Measurements.”
(2)
These amounts represent holdings in investment grade debt or equity securities of issuers in both developed markets and emerging economies.
(3)
This category represents investment grade debt securities from a diverse set of industry issuers.
(4)
These investments are primarily long duration fixed income securities.
(5)
This category represents commingled funds invested in diverse portfolios of debt securities.
(6)
This category includes mortgage-backed and asset backed debt securities, municipal bonds and other debt securities including derivatives.
 
 
The fair values of the Company’s pension plan assets at December 31, 2013 , by asset category, are as follows:
($ in millions)
Level 1 (1)
 
Level 2 (1)
 
Level 3 (1)
 
Total
Asset Category
 
 
 
 
 
 
 
Equity securities:
 
 
 
 
 
 
 
 
U.S.
 
 
 
 
 
 
 
 
 
Large cap
$
6

 
$
378

 
$
—

 
$
384

 
 
Small cap
—

 
172

 
—

 
172

 
 
PPG common stock
85

 
—

 
—

 
85

 
Non-U.S.
 
 
 
 
 
 
 
 
 
Developed and emerging markets (2)
17

 
795

 
—

 
812

Debt securities:
 
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
115

 
—

 
115

 
Corporate (3)
 
 
 
 
 
 
 
 
 
U.S. (4)
—

 
750

 
131

 
881

 
 
Developed and emerging markets (2)
—

 
200

 
—

 
200

 
Diversified (5)
—

 
698

 
—

 
698

 
Government
 
 
 
 
 
 
 
 
 
U.S. (4)
201

 
36

 
—

 
237

 
 
Developed markets
—

 
331

 
—

 
331

 
Other (6)
—

 
161

 
27

 
188

Real estate, hedge funds, and other
—

 
124

 
474

 
598

 
Total
$
309

 
$
3,760

 
$
632

 
$
4,701

(1)
These levels refer to the accounting guidance on fair value measurement described in Note 9, “Financial Instruments, Hedging Activities and Fair Value Measurements.”
(2)
These amounts represent holdings in investment grade debt or equity securities of issuers in both developed markets and emerging economies.
(3)
This category represents investment grade debt securities from a diverse set of industry issuers.
(4)
These investments are primarily long duration fixed income securities.
(5)
This category represents commingled funds invested in diverse portfolios of debt securities.
(6)
This category includes mortgage-backed and asset backed debt securities, municipal bonds and other debt securities including derivatives.

    



58 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

The change in the fair value of the Company’s Level 3 pension assets for the years ended December 31, 2014 and 2013 was as follows:
($ in millions)
Real
Estate
 
Other Debt
Securities
 
Hedge Funds
&
Other Assets
 
Total
Balance, January 1, 2013
$
176

 
$
27

 
$
316

 
$
519

Realized gain
7

 
1

 
55

 
63

Unrealized gain for positions still held
18

 
—

 
14

 
32

Transfers in/(out)
21

 
(1
)
 
(5
)
 
15

Foreign currency gain
—

 
—

 
3

 
3

Balance, December 31, 2013
$
222

 
$
27

 
$
383

 
$
632

Realized gain
17

 
1

 
3

 
21

Unrealized gain for positions still held
8

 


 
5

 
13

Transfers out
(34
)
 
(1
)
 
(4
)
 
(39
)
Foreign currency loss
(3
)
 
(4
)
 
(8
)
 
(15
)
Balance, December 31, 2014
$
210

 
$
23

 
$
379

 
$
612


Real Estate properties are externally appraised at least annually by reputable, independent appraisal firms. Property valuations are also reviewed on a regular basis and are adjusted if there has been a significant change in circumstances related to the property since the last valuation.
Other debt securities consist of insurance contracts, which are externally valued by insurance companies based on the present value of the expected future cash flows. Hedge funds consist of a wide range of investments which target a relatively stable investment return. The underlying funds are valued at different frequencies, some monthly and some quarterly, based on the value of the underlying investments. Other assets consist primarily of small investments in private equity funds and senior secured debt obligations of non-investment grade borrowers.
Retained Liabilities and Legacy Settlement Charges
PPG has retained certain liabilities for pension and post-employment benefits earned for service up to the date of sale of its former automotive glass and service business, totaling approximately $945 million and $914 million at December 31, 2014 and 2013 , respectively, for employees who were active as of the divestiture date and for individuals who were retirees of the business as of the divestiture date. PPG recognized expense of approximately $19 million , $30 million and $35 million related to these obligations in 2014 , 2013 , and 2012 , respectively.
There have been multiple PPG facilities closed in Canada related to the former automotive glass and services business as well as other PPG businesses. These various plant closures have resulted in partial and full windups, and related settlement charges, of pension plans for various hourly and salary employees employed by these locations. The charges are recorded for the individual plans when a particular windup is approved by the Canadian pension authorities and the Company has made all contributions to the various plan. The Company
 
recorded settlement charges of $2 million and $16 million in the 2014 and 2013, respectively. There will be additional windup charges of $55 million to $70 million related to these plant closures in 2015 and 2016. The expected cash contributions related to these windups total $10 million to $20 million during these periods.
Other Plans
Defined Contribution Plans
The Company recognized expense for defined contribution pension plans in 2014 , 2013 and 2012 of $55 million , $49 million and $41 million , respectively. The Company's annual cash contributions to defined contribution pension plans approximated the expense recognized in 2014, 2013 and 2012. As of December 31, 2014 and 2013 , the Company’s liability for contributions to be made to the defined contribution pension plans was $14 million and $17 million , respectively.
Employee Savings Plan
PPG’s Employee Savings Plan (“Savings Plan”) covers substantially all employees in the U.S., Puerto Rico and Canada. The Company makes matching contributions to the Savings Plan, at management's discretion, based upon participants’ savings, subject to certain limitations. For most participants not covered by a collective bargaining agreement, Company-matching contributions are established each year at the discretion of the Company and are applied to participant savings up to a maximum of 6% of eligible participant compensation. For those participants whose employment is covered by a collective bargaining agreement, the level of Company-matching contribution, if any, is determined by the relevant collective bargaining agreement.
The Company-matching contribution was 75% on the first 6% of compensation contributed by eligible employees in 2012 . In 2013 , the Company match was increased to 100% on the first 6% of compensation contributed by eligible employees. The Company-matching contribution remained at 100% for 2014 .
Compensation expense and cash contributions related to the Company match of participant contributions to the Savings Plan for 2014 , 2013 , and 2012 totaled $42 million , $36 million and $28 million , respectively. A portion of the Savings Plan qualifies under the Internal Revenue Code as an Employee Stock Ownership Plan. As a result, the dividends on PPG shares held by that portion of the Savings Plan totaling $14 million , $15 million and $18 million for 2014 , 2013 , and 2012 , respectively, were tax deductible to the Company for U.S. Federal tax purposes.
Deferred Compensation Plan
The Company has a deferred compensation plan for certain key managers which allows them to defer a portion of their compensation in a phantom PPG stock account or other phantom investment accounts. The amount deferred earns a return based on the investment options selected by the participant. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Upon retirement, death, disability, termination of employment, scheduled payment or


2014 PPG ANNUAL REPORT AND FORM 10-K 59

Notes to the Consolidated Financial Statements

unforeseen emergency, the compensation deferred and related accumulated earnings are distributed in accordance with the participant’s election in cash or in PPG stock, based on the accounts selected by the participant.
The plan provides participants with investment alternatives and the ability to transfer amounts between the phantom non-PPG stock investment accounts. To mitigate the impact on compensation expense of changes in the market value of the liability, the Company has purchased a portfolio of marketable securities that mirror the phantom non-PPG stock investment accounts selected by the participants, except the money market accounts. These investments are carried by PPG at fair market value, and the changes in market value of these securities are also included in income from continuing operations. Trading occurs in this portfolio to align the securities held with the participant’s phantom non-PPG stock investment accounts, except the money market accounts.
The cost of the deferred compensation plan, comprised of dividend equivalents accrued on the phantom PPG stock account, investment income and the change in market value of the liability, was expense in 2014 , 2013 and 2012 of $10 million , $18 million and $10 million , respectively. These amounts are included in “Selling, general and administrative” in the accompanying consolidated statement of income. The change in market value of the investment portfolio was income of $8 million , $17 million , and $8 million in 2014 , 2013 and 2012 , respectively, of which $2.9 million , $3.4 million and $0.9 million was realized gains, and is also included in “Selling, general and administrative.”
The Company’s obligations under this plan, which are included in “Accounts payable and accrued liabilities” and “Other liabilities” in the accompanying consolidated balance sheet, totaled $119 million and $114 million as of December 31, 2014 and 2013 , respectively, and the investments in marketable securities, which are included in “Investments” and “Other current assets” in the accompanying consolidated balance sheet, were $79 million and $75 million as of December 31, 2014 and 2013 , respectively.
 
13. Commitments and Contingent Liabilities
PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims, the most significant of which are described below, relate to contract, patent, environmental, product liability, antitrust and other matters arising out of the conduct of PPG’s current and past business activities. To the extent that these lawsuits and claims involve personal injury and property damage, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage with respect to some of these claims, and other insurers, as they had prior to the asbestos settlement described below, may contest coverage with respect to some of the asbestos claims if the settlement is not implemented. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to
 
actual and contingent losses related to environmental, asbestos and other matters.
The results of any current or future litigation and claims are inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the settlement described below does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
Foreign Tax Matter
In June 2014, PPG received a notice from a Foreign Tax Authority (“FTA”) inviting the Company to pay interest totaling approximately $70 million for failure to withhold taxes on a 2009 intercompany dividend. Prior to the payment of the dividend, PPG obtained a ruling from the FTA which indicated that the dividend was tax-exempt and eligible for a simplified no-withholding procedure provided that certain administrative criteria were met. The FTA is now asserting that PPG did not meet all of the administrative criteria for the simplified procedure, and consequently taxes should have been withheld by the dividend payer, which would have made the dividend recipient eligible for a refund. The Company disagrees with the FTA's assertion. The notice from the FTA is not a formal assessment, and PPG plans to vigorously defend against any assessment that may be received.
Asbestos Matters
For over 30 years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. Most of PPG’s potential exposure relates to allegations by plaintiffs that PPG should be liable for injuries involving asbestos-containing thermal insulation products, known as Unibestos, manufactured and distributed by Pittsburgh Corning Corporation (“PC”). PPG and Corning Incorporated are each 50% shareholders of PC. PPG has denied responsibility for, and has defended, all claims for any injuries caused by PC products. As of the April 16, 2000 order which stayed and enjoined asbestos claims against PPG (as discussed below), PPG was one of many defendants in numerous asbestos-related lawsuits involving approximately 114,000 claims served on PPG. During the period of the stay, PPG generally has not been aware of the dispositions, if any, of these asbestos claims.
 
Background of PC Bankruptcy Plan of Reorganization
On April 16, 2000, PC filed for Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the Western District of Pennsylvania located in Pittsburgh, Pa. Accordingly, in the first quarter of 2000, PPG recorded an after-tax charge of $35 million for the write-off of all of its investment in PC. As a consequence of the bankruptcy filing and various motions and orders in that proceeding, the asbestos litigation against PPG (as well as against PC) has been stayed and the filing of additional asbestos suits against them has been enjoined, until 30 days after the effective date of a confirmed plan of reorganization for PC


60 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

substantially in accordance with the settlement arrangement among PPG and several other parties discussed below. By its terms, the stay may be terminated if the Bankruptcy Court determines that such a plan will not be confirmed, or the settlement arrangement set forth below is not likely to be consummated.
On May 14, 2002, PPG announced that it had agreed with several other parties, including certain of its insurance carriers, the official committee representing asbestos claimants in the PC bankruptcy, and the legal representatives of future asbestos claimants appointed in the PC bankruptcy, on the terms of a settlement arrangement relating to certain asbestos claims against PPG and PC (the “2002 PPG Settlement Arrangement”).
On March 28, 2003, Corning Incorporated announced that it had separately reached its own arrangement with the representatives of asbestos claimants for the settlement of certain asbestos claims against Corning Incorporated and PC (the “2003 Corning Settlement Arrangement”).
The terms of the 2002 PPG Settlement Arrangement and the 2003 Corning Settlement Arrangement were incorporated into a bankruptcy reorganization plan for PC along with a disclosure statement describing the plan, which PC filed with the Bankruptcy Court on April 30, 2003. Amendments to the plan and disclosure statement were subsequently filed. On November 26, 2003, after considering objections to the second amended disclosure statement and plan of reorganization, the Bankruptcy Court entered an order approving such disclosure statement and directing that it be sent to creditors, including asbestos claimants, for voting. In March 2004, the second amended PC plan of reorganization (the “second amended PC plan of reorganization”) received the required votes to approve the plan with a channeling injunction for present and future asbestos claimants under §524(g) of the Bankruptcy Code. After voting results for the second amended PC plan of reorganization were received, the Bankruptcy Court judge conducted a hearing regarding the fairness of the settlement, including whether the plan would be fair with respect to present and future claimants, whether such claimants would be treated in substantially the same manner, and whether the protection provided to PPG and its participating insurers would be fair in view of the assets they would convey to the asbestos settlement trust (the “Trust”) to be established as part of the second amended PC plan of reorganization. At that hearing, creditors and other parties in interest raised objections to the second amended PC plan of reorganization. Following that hearing, the Bankruptcy Court scheduled oral arguments for the contested items.
The Bankruptcy Court heard oral arguments on the contested items on November 17-18, 2004. At the conclusion of the hearing, the Bankruptcy Court agreed to consider certain post-hearing written submissions. In a further development, on February 2, 2005, the Bankruptcy Court established a briefing schedule to address whether certain aspects of a decision of the U.S. Third Circuit Court of Appeals in an unrelated case had any applicability to the second amended PC plan of reorganization. Oral arguments on these matters were subsequently held in
 
March 2005. During an omnibus hearing on February 28, 2006, the Bankruptcy Court judge stated that she was prepared to rule on the PC plan of reorganization in the near future, provided certain amendments were made to the plan. Those amendments were filed, as directed, on March 17, 2006. After further conferences and supplemental briefings, in December 2006, the court denied confirmation of the second amended PC plan of reorganization, on the basis that the plan was too broad in the treatment of allegedly independent asbestos claims not associated with PC.
Terms of 2002 PPG Settlement Arrangement
PPG had no obligation to pay any amounts under the 2002 PPG Settlement Arrangement until 30 days after the second amended PC plan of reorganization was finally approved by an appropriate court order that was no longer subject to appellate review (the “Effective Date”). If the second amended PC plan of reorganization had been approved as proposed, PPG and certain of its insurers (along with PC) would have made payments on the Effective Date to the Trust, which would have provided the sole source of payment for all present and future asbestos bodily injury claims against PPG, its subsidiaries or PC alleged to be caused by the manufacture, distribution or sale of asbestos products by these companies. PPG would have conveyed the following assets to the Trust: (i) the stock it owns in PC and Pittsburgh Corning Europe, (ii)  1,388,889 shares of PPG’s common stock and (iii) aggregate cash payments to the Trust of approximately $998 million , payable according to a fixed payment schedule over 21 years, beginning on June 30, 2003 , or, if later, the Effective Date. PPG would have had the right, in its sole discretion, to prepay these cash payments to the Trust at any time at a discount rate of 5.5%  per annum as of the prepayment date. In addition to the conveyance of these assets, PPG would have paid $30 million in legal fees and expenses on behalf of the Trust to recover proceeds from certain historical insurance assets, including policies issued by certain insurance carriers that were not participating in the settlement, the rights to which would have been assigned to the Trust by PPG.


2014 PPG ANNUAL REPORT AND FORM 10-K 61

Notes to the Consolidated Financial Statements

Under the proposed 2002 PPG Settlement Arrangement, PPG’s participating historical insurance carriers would have made cash payments to the Trust of approximately $1.7 billion between the Effective Date and 2023. These payments could also have been prepaid to the Trust at any time at a discount rate of 5.5%  per annum as of the prepayment date. In addition, as referenced above, PPG would have assigned to the Trust its rights, insofar as they related to the asbestos claims to have been resolved by the Trust, to the proceeds of policies issued by certain insurance carriers that were not participating in the 2002 PPG Settlement Arrangement and from the estates of insolvent insurers and state insurance guaranty funds.
Under the proposed 2002 PPG Settlement Arrangement, PPG would have granted asbestos releases to all participating insurers, subject to a coverage-in-place agreement with certain insurers for the continuing coverage of premises claims (discussed below). PPG would have granted certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. PPG would have also granted certain other participating excess insurers credit against their product liability coverage limits.
If the second amended PC plan of reorganization incorporating the terms of the 2002 PPG Settlement Arrangement and the 2003 Corning Settlement Arrangement had been approved by the Bankruptcy Court, the Court would have entered a channeling injunction under §524(g) and other provisions of the Bankruptcy Code, prohibiting present and future claimants from asserting bodily injury claims after the Effective Date against PPG or its subsidiaries or PC relating to the manufacture, distribution or sale of asbestos-containing products by PC or PPG or its subsidiaries. The injunction would have also prohibited codefendants in those cases from asserting claims against PPG for contribution, indemnification or other recovery. All such claims would have been filed with the Trust and only paid from the assets of the Trust.
Modified Third Amended PC Plan of Reorganization
To address the issues raised by the Bankruptcy Court in its December 2006 ruling, the interested parties engaged in extensive negotiations regarding the terms of a third amended PC plan of reorganization, including modifications to the 2002 PPG Settlement Arrangement. A modified third amended PC plan of reorganization (the “third amended PC plan of reorganization”), including a modified PPG settlement arrangement (the “2009 PPG Settlement Arrangement”), was filed with the Bankruptcy Court on January 29, 2009. The parties also filed a disclosure statement describing the third amended PC plan of reorganization with the court. The third amended PC plan of reorganization also includes a modified settlement arrangement of Corning Incorporated.
Several creditors and other interested parties filed objections to the disclosure statement. Those objections were overruled by the Bankruptcy Court by order dated July 6, 2009 approving the disclosure statement. The third amended PC plan of reorganization and disclosure statement were then sent to creditors, including asbestos claimants, for voting. The report of
 
the voting agent, filed on February 18, 2010, revealed that all voting classes, including asbestos claimants, voted overwhelmingly in favor of the third amended PC plan of reorganization, which included the 2009 PPG Settlement Arrangement. In light of the favorable vote on the third amended PC plan of reorganization, the Bankruptcy Court conducted a hearing regarding the fairness of the proposed plan, including whether (i) the plan would be fair with respect to present and future claimants, (ii) such claimants would be treated in substantially the same manner, and (iii) the protection provided to PPG and its participating insurers would be fair in view of the assets they would convey to the Trust to be established as part of the third amended PC plan of reorganization. The hearing was held in June of 2010. The remaining objecting parties (a number of objections were resolved through plan amendments and stipulations filed before the hearing) appeared at the hearing and presented their cases. At the conclusion of the hearing, the Bankruptcy Court established a briefing schedule for its consideration of confirmation of the plan and the objections to confirmation. That briefing was completed and final oral arguments held in October 2010. On June 16, 2011 the Bankruptcy Court issued a decision denying confirmation of the third amended PC plan of reorganization.
Following the June 16, 2011 ruling, the third amended PC plan of reorganization was the subject of negotiations among the parties in interest, amendments, proposed amendments and hearings. PC then filed an amended PC plan of reorganization on August 17, 2012. Objections to the plan, as amended, were filed by three entities. One set of objections was resolved by PC, and another set merely restated for appellate purposes objections filed by a party that the Bankruptcy Court previously overruled. The Bankruptcy Court heard oral argument on the one remaining set of objections filed by the remaining affiliated insurer objectors on October 10, 2012. At the conclusion of that argument, the Bankruptcy Court set forth a schedule for negotiating and filing language that would resolve some, but not all, of the objections to confirmation advanced by the insurer objectors. On October 25, 2012, PC filed a notice regarding proposed confirmation order language that resolved those specific objections. Following additional hearings and status conferences, technical amendments to the PC plan of reorganization were filed on May 15, 2013. On May 16, 2013, the Bankruptcy Court issued a memorandum opinion and interim order confirming the PC plan of reorganization, as amended, and setting forth a schedule for motions for reconsideration. Following the filing of motions for reconsideration, the Bankruptcy Court, on May 24, 2013, issued a revised memorandum opinion and final order confirming the modified third amended plan of reorganization and issuing the asbestos permanent channeling injunction. The remaining insurer objectors filed a motion for reconsideration on June 6, 2013. On November 12, 2013, the Bankruptcy Court issued an order granting in part (by clarifying the scope of the channeling injunction in accordance with the agreement of the parties as expressed at the time of final argument on the motion for reconsideration) and otherwise denying the motion for


62 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

reconsideration. Notices of appeal to the U. S. District Court for the Western District of Pennsylvania were filed by the remaining objecting parties. On March 17, 2014, the appeal of the remaining non-insurer objecting party was dismissed voluntarily, leaving only two affiliated insurance companies as appellants.
On September 30, 2014, the District Court issued a memorandum opinion and order affirming the confirmation order. On October 28, 2014, the remaining insurance company objectors filed a Notice of Appeal with the U.S. Third Circuit Court of Appeals challenging the affirmance order. All parties currently are awaiting a briefing and argument schedule from the Third Circuit Court of Appeals. If the District Court opinion and order are affirmed by the Court of Appeals, the remaining objectors subsequently could seek review by the U.S. Supreme Court.
The 2009 PPG Settlement Arrangement will not become effective until certain conditions precedent are satisfied or waived and the amended PC plan of reorganization is finally approved by an appropriate court order that is no longer subject to appellate review, and PPG’s initial contributions will not be due until 30 business days thereafter (the “Funding Effective Date”).
Asbestos Claims Subject to Bankruptcy Court’s Channeling Injunction
The Bankruptcy Court's channeling injunction, entered under §524(g) of the Bankruptcy Code and which will become effective after the order confirming the modified third amended plan of reorganization is no longer subject to appellate review, will prohibit present and future claimants from asserting asbestos claims against PC. With regard to PPG, the channeling injunction by its terms will prohibit present and future claimants from asserting claims against PPG that arise, in whole or in part, out of exposure to Unibestos, or any other asbestos or asbestos-containing products manufactured, sold and/or distributed by PC, or asbestos on or emanating from any PC premises. The injunction by its terms will also prohibit codefendants in these cases that are subject to the channeling injunction from asserting claims against PPG for contribution, indemnification or other recovery. Such injunction will also preclude the prosecution of claims against PPG arising from alleged exposure to asbestos or asbestos-containing products to the extent that a claimant is alleging or seeking to impose liability, directly or indirectly, for the conduct of, claims against or demands on PC by reason of PPG’s: (i) ownership of a financial interest in PC; (ii) involvement in the management of PC, or service as an officer, director or employee of PC or a related party; (iii) provision of insurance to PC or a related party; or (iv) involvement in a financial transaction affecting the financial condition of PC or a related party. The foregoing PC related claims are referred to as “PC Relationship Claims” and constitute, in PPG management’s opinion, the vast majority of the pending asbestos personal injury claims against PPG. All claims channeled to the Trust will be paid only from the assets of the Trust. 
 
Asbestos Claims Retained by PPG
The channeling injunction will not extend to any claim against PPG that arises out of exposure to any asbestos or asbestos-containing products manufactured, sold and/or distributed by PPG or its subsidiaries, or for which they are otherwise alleged to be liable, that is not a PC Relationship Claim, and in this respect differs from the channeling injunction contemplated by the second amended PC plan of reorganization filed in 2003. While management believes that the vast majority of the approximately 114,000 claims against PPG alleging personal injury from exposure to asbestos relate to products manufactured, distributed or sold by PC, the potential liability for any non-PC Relationship Claims will be retained by PPG. Because a determination of whether an asbestos claim is a non-PC Relationship Claim would typically not be known until shortly before trial and because the filing and prosecution of asbestos claims (other than certain premises claims) against PPG has been enjoined since April 2000, the actual number of non-PC Relationship Claims that may be pending at the expiration of the stay or the number of additional claims that may be filed against PPG in the future cannot be determined at this time. PPG intends to defend against all such claims vigorously and their ultimate resolution in the court system is expected to occur over a period of years.
In addition, similar to what was contemplated by the second amended PC plan of reorganization, the channeling injunction will not extend to claims against PPG alleging personal injury caused by asbestos on premises owned, leased or occupied by PPG (so called “premises claims”), which generally have been subject to the stay imposed by the Bankruptcy Court, although motions to lift the stay as to individual premises claims have been granted from time to time. Historically, a small proportion of the claims against PPG and its subsidiaries have been premises claims, and based upon review and analysis, PPG believes that the number of premises claims currently comprises less than 2% of the total asbestos related claims against PPG. Beginning in late 2006, the Bankruptcy Court lifted the stay with respect to certain premises claims against PPG. As a result, PPG and its primary insurers have settled approximately 580 premises claims. PPG’s insurers agreed to provide insurance coverage for a major portion of the payments made in connection with the settled claims, and PPG accrued the portion of the settlement amounts not covered by insurance. Primarily as a result of motions practice in the Bankruptcy Court with respect to the application of the stay to premises claims, PPG faces approximately 320 active premises claims. PPG is currently engaged in the process of settling or otherwise resolving approximately 80 of these claims. Of the remaining 240 active premises claims, approximately 110 such claims have been initiated in lawsuits filed in various state courts, primarily in Louisiana, West Virginia, Ohio, Illinois, and Pennsylvania, and are the subjects of active litigation and are being defended by PPG. PPG believes that any financial exposure resulting from such premises claims, taking into account available insurance coverage, will not have a material adverse effect on PPG’s consolidated financial position, liquidity or results of operations.


2014 PPG ANNUAL REPORT AND FORM 10-K 63

Notes to the Consolidated Financial Statements

PPG’s Funding Obligations
PPG has no obligation to pay any amounts under the third amended PC plan of reorganization, as amended, until the Funding Effective Date. On the Funding Effective Date, PPG will relinquish any claim to its equity interest in PC, convey the stock it owns in Pittsburgh Corning Europe and transfer 1,388,889 shares of PPG’s common stock or cash equal to the fair value of such shares as defined in the 2009 PPG Settlement Arrangement. PPG will make aggregate pre-tax cash payments to the Trust of approximately $825 million , payable according to a fixed payment schedule over a period ending in 2023. The first payment is due on the Funding Effective Date. PPG would have the right, in its sole discretion, to prepay these pre-tax cash payments to the Trust at any time at a discount rate of 5.5% per annum as of the prepayment date. PPG’s historical insurance carriers participating in the third amended PC plan of reorganization will also make cash payments to the Trust of approximately $1.7 billion between the Funding Effective Date and 2027. These payments could also be prepaid to the Trust at any time at a discount rate of 5.5% per annum as of the prepayment date. PPG will grant asbestos releases and indemnifications to all participating insurers, subject to amended coverage-in-place arrangements with certain insurers for remaining coverage of premises claims. PPG will grant certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. PPG will also grant certain other participating excess insurers credit against their product liability coverage limits.
PPG’s obligation under the 2009 PPG Settlement Arrangement at December 31, 2008 was $162 million less than the amount that would have been due under the 2002 PPG Settlement Arrangement. This reduction is attributable to a number of negotiated provisions in the 2009 PPG Settlement Arrangement, including the provisions relating to the channeling injunction under which PPG retains liability for any non-PC Relationship Claims. PPG will retain such amount as a reserve for asbestos-related claims that will not be channeled to the Trust, as this amount represents PPG’s best estimate of its liability for these claims. PPG does not have sufficient current claim information or settlement history on which to base a better estimate of this liability, in light of the fact that the Bankruptcy Court’s stay has been in effect since 2000. As a result, PPG’s reserve at December 31, 2014 and December 31, 2013 for asbestos-related claims that will not be channeled to the Trust is $162 million . This amount is included within "Other liabilities" on the accompanying consolidated balance sheets. In addition, under the 2009 PPG Settlement Arrangement, PPG will retain for its own account rights to recover proceeds from certain historical insurance assets, including policies issued by non-participating insurers. Rights to recover these proceeds would have been assigned to the Trust by PPG under the 2002 PPG Settlement Arrangement.
Following the effective date of the third amended PC plan of reorganization, as amended, and the lifting of the Bankruptcy Court stay, PPG will monitor the activity associated with asbestos claims which are not channeled to the Trust pursuant to
 
the third amended PC plan of reorganization, and evaluate its estimated liability for such claims and related insurance assets then available to the Company as well as underlying assumptions on a periodic basis to determine whether any adjustment to its reserve for these claims is required.
Of the total obligation of $1,080 million and $1,008 million under the 2009 PPG Settlement Arrangement at December 31, 2014 and 2013 , respectively, $821 million and $763 million are reported as current liabilities and $259 million and $245 million are reported as a non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2014 and 2013 . The future accretion of the non-current portion of the liability totals $81 million at December 31, 2014 , and will be reported as expense in the consolidated statement of income over the period through 2023, as follows (in millions):
2015
$
14

2016
15

2017 – 2023
52

Total
$
81




64 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

The following table summarizes the impact on PPG’s financial statements for the three years ended December 31, 2014 resulting from the 2009 PPG Settlement Arrangement including the change in fair value of the stock to be transferred to the Trust and the related equity forward instrument (see Note 9, “Financial Instruments, Hedging Activities and Fair Value Measurements”) and the increase in the net present value of the future payments to be made to the Trust.
 
 
Consolidated Balance Sheet
 
 
 
 
Asbestos Settlement Liability
 
Equity
Forward
(Asset)
Liability
 
pre-tax
Charge
($ in millions)
Current
 
Long-term
 
Balance as of January 1, 2012
$
593

 
$
241

 
$
(56
)
 
$
12

Change in fair value:
 
 
 
 
 
 
 
 
PPG stock
72

 
—

 
—

 
72

 
Equity forward instrument
—

 
—

 
(74
)
 
(74
)
Accretion of asbestos liability
—

 
14

 
—

 
14

Reclassification
18

 
(18
)
 
—

 
—

Balance as of and Activity for the year ended December 31, 2012
$
683

 
$
237

 
$
(130
)
 
$
12

Change in fair value:
 
 
 
 
 
 
 
 
PPG stock
75

 
—

 
—

 
75

 
Equity forward instrument
—

 
—

 
(77
)
 
(77
)
Accretion of asbestos liability
—

 
13

 
—

 
13

Reclassification
5

 
(5
)
 
—

 
—

Balance as of and Activity for the year ended December 31, 2013
$
763

 
$
245

 
$
(207
)
 
$
11

Change in fair value:
 
 
 
 
 
 
 
 
PPG stock
58

 
—

 
—

 
58

 
Equity forward instrument
—

 
—

 
(60
)
 
(60
)
Accretion of asbestos liability
—

 
14

 
—

 
14

Reclassification
—

 
—

 
—

 
—

Balance as of and Activity for the year ended December 31, 2014
$
821

 
$
259

 
$
(267
)
 
$
12

 
The fair value of the equity forward instrument is included as an "Other current asset" as of December 31, 2014 and 2013 in the accompanying consolidated balance sheet. Payments under the fixed payment schedule require annual payments that are due each June. The current portion of the asbestos settlement liability included in the accompanying consolidated balance sheet as of December 31, 2014 , consists of all such payments required through June 2014, the fair value of PPG’s common stock and the value of PPG’s investment in Pittsburgh Corning Europe. The net present value of the remaining payments is included in the long-term asbestos settlement liability in the accompanying consolidated balance sheet as of December 31, 2014 .
Enjoined Claims
If the 2009 PPG Settlement Arrangement is not implemented, for any reason, and the Bankruptcy Court stay expires, PPG intends to defend vigorously the pending and any future asbestos claims, including PC Relationship Claims, asserted against it and its subsidiaries. PPG continues to assert that it is not responsible for any injuries caused by PC products,
 
which it believes account for the vast majority of the pending claims against PPG. Prior to 2000, PPG had never been found liable for any PC-related claims. In numerous cases, PPG was dismissed on motions prior to trial, and in others PPG was released as part of settlements by PC. PPG was found not responsible for PC-related claims at trial in two cases. In January 2000, one jury found PPG, for the first time, partly responsible for injuries to five plaintiffs alleged to be caused by PC products. The plaintiffs holding the judgment on that verdict moved to lift the injunction as applied to their claims. Before the hearing on that motion, PPG entered into a settlement with those claimants in the second quarter of 2010 to avoid the costs and risks associated with the possible lifting of the stay and appeal of the adverse 2000 verdict. The settlement resolved both the motion to lift the injunction and the judgment against PPG. The cost of this settlement was not significant to PPG’s results of operations for the second quarter of 2010 and was fully offset by prior insurance recoveries. Although PPG has successfully defended asbestos claims brought against it in the past, in view of the number of claims, and the significant verdicts that other companies have experienced in asbestos litigation, the result of any future litigation of such claims is inherently unpredictable.
Environmental Matters
It is PPG’s policy to accrue expenses for environmental contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.
As of December 31, 2014 and 2013, PPG had reserves for environmental contingencies associated with PPG’s former chromium manufacturing plant in Jersey City, N.J. (“New Jersey Chrome”) and for other environmental contingencies, including National Priority List sites and legacy glass and chemical manufacturing sites, as follows:
Environmental Reserves
($ in millions)
2014

 
2013

New Jersey Chrome
$
211

 
$
231

Other contingencies
106

 
106

Total
$
317

 
$
337

Current Portion
$141
 
$133
Pre-tax charges against income for environmental remediation costs are included in “Other charges” in the accompanying consolidated statement of income. The pre-tax charges and cash outlays related to such environmental remediation in 2014, 2013 and 2012, were as follows:


2014 PPG ANNUAL REPORT AND FORM 10-K 65

Notes to the Consolidated Financial Statements

Pre-tax charges against income for environmental remediation
($ in millions)
2014

 
2013

 
2012

New Jersey Chrome
$
136

 
$
89

 
$
145

Other contingencies
8

 
19

 
21

Total
$
144

 
$
108

 
$
166

Cash outlays for environmental spending
$165
 
$111
 
$
62

The Company continues to analyze, assess and remediate the environmental issues associated with New Jersey Chrome as further discussed below. During the past three years charges for estimated environmental remediation costs were significantly higher than PPG's historical range. Excluding the charges related to New Jersey Chrome, pre-tax charges against income for environmental remediation have ranged between $10 million and $30 million per year for the past 10 years.
Management expects cash outlays for environmental remediation costs to range from $130 million to $150 million in 2015, $60 million to $80 million in 2016, and from $25 million to $45 million annually from 2017 through 2019.
It is possible that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter the Company’s expectations with respect to future charges against income and future cash outlays. Specifically, the level of expected future remediation costs and cash outlays is highly dependent upon activity related to New Jersey Chrome as discussed below.
Remediation: New Jersey Chrome
PPG has remediated 47 of 61 residential and nonresidential sites under the 1990 Administrative Consent Order (“ACO”) with the New Jersey Department of Environmental Protection (“NJDEP”). The most significant of the 14 remaining sites is the former chromium manufacturing location located on Garfield Avenue in Jersey City, New Jersey. The principal contaminant of concern is hexavalent chromium. A settlement agreement among PPG, NJDEP and Jersey City (which had asserted claims against PPG for lost tax revenue) was reached in the form of a Judicial Consent Order (the “JCO”) that was entered by the court on June 26, 2009. PPG’s remedial obligations under the ACO were incorporated into the JCO. A new process was established for the review of PPG submitted technical reports for investigation and remedy selection for the 14 ACO sites and an additional six sites, which PPG accepted sole responsibility under the terms of a September 2011 agreement with NJDEP (“The Orphan Sites Settlement”) pursuant to the JCO. The JCO also provided for the appointment of a court-approved Site Administrator who is responsible for establishing a master schedule for the remediation of the 20 PPG sites. The JCO parties established a new master schedule in 2014 based upon current knowledge of site conditions and the experience gained since 2011, which was approved by the court, and extended the goal for cleanup of soils and sources of contamination to December 1, 2015. The NJDEP can seek stipulated civil penalties if PPG fails to complete soil and source remediation of JCO sites by the December 2015 goal or perform certain other tasks under the master schedule unless
 
litigation was undertaken to gain access to properties for remediation or by mutual consent of the JCO parties.
Several remedial alternatives were assessed which included, but were not limited to, soil excavation and offsite disposal in a licensed disposal facility, in situ chemical stabilization of soil and groundwater, and in situ solidification of soils. A final draft soil remedial action work plan for the former Garfield Avenue chromium-manufacturing site and five adjacent sites (the “Garfield Avenue Group”) was submitted to NJDEP in May 2012. NJDEP completed a review of the technical aspects of PPG's proposed soil remedial action work plan and expressed its support of the remediation activities identified therein which PPG uses as a basis for the remediation work being performed. PPG is working with NJDEP and Jersey City regarding PPG’s proposed approach to obtain land use limitations, which require property owner consent for the remediated properties and must be implemented before the work plan can be formally approved by NJDEP. As the final draft soil remedial action work plan for the Garfield Avenue Group was being developed, the estimated remediation costs were refined for all New Jersey Chrome sites and the updated information was used to compile a new estimate of the remediation costs, which resulted in a reserve adjustment of $145 million in 2012.
The most significant assumptions underlying the cost estimates are those related to the extent and concentration of chromium impacts in the soil, as these determine the quantity of soil that must be treated in place, the quantity that will have to be excavated and transported for offsite disposal, and the nature of disposal required. During the third quarters of 2014 and 2013, PPG completed updated assessments of costs incurred to date versus current progress and the potential cost impacts of the most recent information, including the extent of impacted soils, percentage of hazardous versus non-hazardous soils, daily soil excavation rates, and engineering, administrative and other associated costs. Based on these assessments, reserve adjustments of $136 million and $89 million were recorded in the third quarters of 2014 and 2013, respectively. Principal factors affecting costs included refinements in the estimate of the mix of hazardous to non-hazardous soils to be excavated, an overall increase in soil volumes to be excavated, enhanced water management requirements, decreased daily soil excavation rates due to site conditions, initial estimates for remedial actions related to groundwater, and increased oversight and management costs. The reserve adjustments for the estimated costs to remediate all New Jersey Chrome sites are exclusive of any third party indemnification, as the recovery of any such amounts is uncertain.
PPG has completed all remedial activities at three sites and has received "No Further Action" determinations from the NJDEP on these sites. PPG has, or is in the process of, completing soil remedial activities at nine sites with completion of field activities expected by the December 1, 2015 deadline. Soil remedial activities for seven sites will extend beyond the end of 2015. One site was removed from the JCO process during 2014 and will be remediated separately at a future date. A total of 19 sites remain subject to the JCO process.


66 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

PPG’s financial reserve for remediation of all New Jersey Chrome sites is $211 million at December 31, 2014. The major cost components of this liability continue to be related to transportation and disposal of impacted soil, as well as, construction services. These components account for approximately 30% and 40% of the accrued amount, respectively. Although the majority of PPG’s remedial responsibilities for source removal and soil remediation will be satisfied by the December 1, 2015 deadline under the JCO, there will be remedial activity continuing beyond 2015 at the seven JCO sites and the additional site that was removed from the JCO process. There are also 10 sewer sites for which responsibility is shared jointly between PPG and Honeywell International Inc. and two sites located within a former Exxon Mobil Corporation oil refinery. A final draft groundwater remedial action work plan for the Garfield Avenue Group is expected to be submitted to NJDEP in late 2015 or 2016. Groundwater remediation at the Garfield Avenue Group is expected to occur over several years after NJDEP approval of the work plan. Groundwater at the remaining JCO sites or other sites for which PPG has some responsibility is not expected to be a significant issue. There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution and applicable governmental agencies or community organization approvals. Considerable uncertainty exists regarding the timing of these future events for the New Jersey Chrome sites. Final resolution of these events is expected to occur over the next several years. As these events occur and to the extent that the cost estimates of the environmental remediation remedies change, the existing reserve for this environmental remediation will be adjusted.
Remediation: Other Sites
Certain remedial actions are also occurring at a legacy chemical manufacturing site in Barberton, Ohio, where PPG has completed a Facility Investigation and Corrective Measure Study (“CMS”) under USEPA’s Resource Conservation and Recycling Act (“RCRA”) Corrective Action Program. USEPA Region V transferred its oversight authority to the Ohio Environmental Protection Agency (“OEPA”) in 2010. PPG is responsible for filing engineering remedies for various issues at this site. PPG has been addressing impacts from a legacy plate glass manufacturing site in Kokomo, Indiana under the Voluntary Remediation Program of the Indiana Department of Environmental Management. PPG is currently performing additional investigation activities at this location.
With respect to certain waste sites, the financial condition of any other potentially responsible parties also contributes to the uncertainty of estimating PPG’s final costs. Although contributors of waste to sites involving other potentially responsible parties may face governmental agency assertions of joint and several liability, in general, final allocations of costs are made based on the relative contributions of wastes to such sites. PPG is generally not a major contributor to such sites.
 
Separation and Merger of the Commodity Chemicals Business
As a result of the commodity chemicals business separation transaction, PPG has retained responsibility for potential environmental liabilities that may result from future Natural Resource Damage claims and any potential tort claims at the Calcasieu River Estuary associated with activities and historical operations of the Lake Charles, La. facility. PPG will additionally retain responsibility for all liabilities relating to, arising out of or resulting from sediment contamination in the Ohio River resulting from historical activities and operations at the Natrium, W.Va. facility, exclusive of remedial activities, if any, required to be performed on-site at the Natrium facility. PPG's obligations with respect to Ohio River sediment will terminate on December 30, 2017 unless within five years from December 30, 2012 PPG is required to further assess or to remediate sediment contamination caused by PPG's operation of the Natrium facility prior to the separation of the commodity chemicals business from PPG in which event PPG's obligations with respect to sediment in the Ohio River will continue for five years beyond the time that PPG is required to further assess or remediate sediment in the Ohio River.
Remediation: Reasonably Possible Matters
In addition to the amounts currently reserved for environmental remediation, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $75 million to $200 million . Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. These reasonably possible unreserved losses relate to environmental matters at a number of sites. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.
The impact of evolving programs, such as natural resource damage claims, industrial site re-use initiatives and state remediation programs, also adds to the present uncertainties with regard to the ultimate resolution of this unreserved exposure to future loss. The Company’s assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments.
14. Shareholders’ Equity
A class of 10 million shares of preferred stock, without par value, is authorized but unissued. Common stock has a par value of $1.66  2 / 3 per share; 600 million shares are authorized.


2014 PPG ANNUAL REPORT AND FORM 10-K 67

Notes to the Consolidated Financial Statements

The following table summarizes the shares outstanding for the three years ended December 31, 2014 :
 
Common
Stock
 
Treasury
Stock
 
Shares
Outstanding
Balance, Jan. 1, 2012
290,573,068

 
(138,684,288
)
 
151,888,780

Purchases
—

 
(1,000,000
)
 
(1,000,000
)
Issuances
—

 
2,677,517

 
2,677,517

Balance, Dec. 31, 2012
290,573,068

 
(137,006,771
)
 
153,566,297

Increase in treasury stock due to separation and merger transaction (Note 2)
—

 
(10,825,227
)
 
(10,825,227
)
Purchases
—

 
(5,745,529
)
 
(5,745,529
)
Issuances
—

 
1,650,841

 
1,650,841

Balance, Dec. 31, 2013
290,573,068

 
(151,926,686
)
 
138,646,382

Purchases
—

 
(3,813,191
)
 
(3,813,191
)
Issuances
—

 
1,149,092

 
1,149,092

Balance, Dec. 31, 2014
290,573,068

 
(154,590,785
)
 
135,982,283

 
Per share cash dividends paid were $2.62 in 2014 , $2.42 in 2013 and $2.34 in 2012 .
15. Accumulated Other Comprehensive Loss
($ in millions)
Unrealized Foreign
Currency
Translation
Adjustments
 
Pension 
and
Other
Post
retirement
Benefit
Adjustments, net of tax (c)
 
Unrealized
Gain (Loss)
on
Derivatives, net of tax (d)
 
Accumulated
Other
Comprehensive
(Loss)
Income
Balance, January 1, 
2012
 
$
(135
)
 
 
$
(1,597
)
 
 
$
(68
)
 
 
$
(1,800
)
Period change
 
141

 
 
—

 
 
(7
)
 
 
134

Balance, December 31, 2012
 
$
6

 
 
$
(1,597
)
 
 
$
(75
)
 
 
$
(1,666
)
Current year deferrals to AOCI (a)
36

 
 
 
 
 
 
 
 
36

 
Current year deferrals to AOCI, tax effected (b)
(80
)
 
 
330

 
 
19

 
 
269

 
Separation & Merger Transaction (e)
 
 
 
33

 
 
4

 
 
37

 
Reclassifications from AOCI to net income
 
 
 
77

 
 
(13
)
 
 
64

 
Period change
 
(44
)
 
 
440

 
 
10

 
 
406

Balance, December 31, 2013
 
$
(38
)
 
 
$
(1,157
)
 
 
$
(65
)
 
 
$
(1,260
)
Current year deferrals to AOCI (a)
(442
)
 
 
—

 
 


 
 
(442
)
 
Current year deferrals to AOCI, tax effected (b)
(148
)
 
 
(377
)
 
 
34

 
 
(491
)
 
Reclassifications from AOCI to net income
—

 
 
42

 
 
35

 
 
77

 
Period change
 
(590
)
 
 
(335
)
 
 
69

 
 
(856
)
Balance, December 31, 2014
 
$
(628
)
 
 
$
(1,492
)
 
 
$
4

 
 
$
(2,116
)
(a) - Unrealized foreign currency translation adjustments related to translation of foreign denominated balance sheets are not presented net of tax given that no deferred U.S. income taxes have been provided on undistributed earnings of non-U.S. subsidiaries because they are deemed to be reinvested for an indefinite period of time.
 
(b) - The tax cost related to unrealized foreign currency translation adjustments on tax inter-branch transactions, net investment hedges for the years ended December 31, 2014 , 2013 and 2012 was $(33) million , $(35) million and $(1) million , respectively. In 2014, the balance includes a remeasurement of the tax cost on the foreign proceeds from the sale of the Company's interest in Transitions Optical which have not been permanently reinvested. Refer to Note 2, "Acquisitions and Dispositions" for additional information.
(c) - The tax benefit (cost) related to the adjustment for pension and other postretirement benefits for the years ended December 31, 2014 , 2013 and 2013 was $162 million , $(392) million and $(30) million , respectively. Reclassifications from AOCI are included in the computation of net periodic benefit costs (See Note 12, "Employee Benefit Plans"). The cumulative tax benefit related to the adjustment for pension and other postretirement benefits at December 31, 2014 and 2013 was approximately $730 million and $568 million , respectively.
(d) - The tax (cost) benefit related to the change in the unrealized gain (loss) on derivatives for the years ended December 31, 2014 , 2013 and 2012 was $(40) million , $(8) million and $4 million , respectively. Reclassifications from AOCI are included in the gain or loss recognized on cash flow hedges (See Note 9 "Financial Instruments, Hedging Activities and Fair Value Measurements").
(e) - Amounts in AOCI related to the commodity chemicals business were removed from the balance sheet in connection with recording the gain on the separation and merger of this business (See Note 2, "Acquisitions and Dispositions").
16. Other Income
($ in millions)
2014
 
2013
 
2012
Royalty income
$
50

 
$
48

 
$
51

Share of net earnings/(losses) of equity affiliates (See Note 5)
101

 
(8
)
 
9

Gain on sale of assets
28

 
6

 
3

Other
81

 
81

 
75

Total
$
260

 
$
127

 
$
138


17. Stock-Based Compensation
The Company’s stock-based compensation includes stock options, restricted stock units (“RSUs”) and grants of contingent shares that are earned based on achieving targeted levels of total shareholder return. All current grants of stock options, RSUs and contingent shares are made under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (“PPG Amended Omnibus Plan”), which was amended and restated effective April 21, 2011. Shares available for future grants under the PPG Amended Omnibus Plan were 6.0 million as of December 31, 2014 .
Total stock-based compensation cost was $73 million , $81 million and $71 million in 2014 , 2013 and 2012 , respectively. Stock-based compensation expense was lower in 2014 in comparison to 2013 due to decreases in time-based and performance-based RSU grants as well as a decrease in contingent shares. The total income tax benefit recognized in the accompanying consolidated statement of income related to the stock-based compensation was $25 million , $28 million and $25 million in 2014 , 2013 and 2012 , respectively.
Stock Options
PPG has outstanding stock option awards that have been granted under two stock option plans: the PPG Industries, Inc. Stock Plan (“PPG Stock Plan”) and the PPG Amended Omnibus


68 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

Plan. Under the PPG Stock Plan and the PPG Amended Omnibus Plan, certain employees of the Company have been granted options to purchase shares of common stock at prices equal to the fair market value of the shares on the date the options were granted. The options are generally exercisable beginning from six to 48 months after being granted and have a maximum term of 10 years. Upon exercise of a stock option, shares of Company stock are issued from treasury stock. The PPG Stock Plan includes a restored option provision for options originally granted prior to January 1, 2003 that allows an optionee to exercise options and satisfy the option cost by certifying ownership of mature shares of PPG common stock with a market value equal to the option cost.
The fair value of stock options issued to employees is measured on the date of grant and is recognized as expense over the requisite service period. PPG estimates the fair value of stock options using the Black-Scholes option pricing model. The risk-free interest rate is determined by using the U.S. Treasury yield curve at the date of the grant and using a maturity equal to the expected life of the option. The expected life of options is calculated using the average of the vesting term and the maximum term, as prescribed by accounting guidance on the use of the simplified method for determining the expected term of an employee share option. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options.
The following weighted average assumptions were used to calculate the fair values of stock option grants in each year:
 
2014
 
2013
 
2012
Weighted average exercise price
$
187.21

 
$131.55
 
$90.30
Risk free interest rate
2.1
%
 
1.3
%
 
1.3
%
Expected life of option in years
6.5

 
6.5

 
6.5

Expected dividend yield
3.0
%
 
3.2
%
 
3.3
%
Expected volatility
30.1
%
 
29.9
%
 
29.4
%
 
The weighted average fair value of options granted was $43.09 per share, $27.36 per share and $17.97 per share for the years ended December 31, 2014 , 2013 , and 2012 , respectively.
 
A summary of stock options outstanding and exercisable and activity for the year ended December 31, 2014 is presented below:
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
(in years)
 
Intrinsic
Value
(in millions)
Outstanding, January 1, 2014
2,644,388

 
$
88.08

 
6.9
 
$
269

Granted
362,721

 
$
187.21

 
 
 
 
Exercised
(758,299
)
 
$
75.18

 
 
 
 
Forfeited/Expired
(27,629
)
 
$
140.54

 
 
 
 
Outstanding, December 31, 2014
2,221,181

 
$
108.01

 
6.8
 
$
273

Vested or expected to vest,
December 31, 2014
2,171,513

 
$
107.71

 
6.8
 
$
268

Exercisable, December 31, 2014
641,592

 
$
66.79

 
4.0
 
$
105

At December 31, 2014 , unrecognized compensation cost related to outstanding stock options that have not yet vested totaled $9 million . This cost is expected to be recognized as expense over a weighted average period of 2.0 years.


2014 PPG ANNUAL REPORT AND FORM 10-K 69

Notes to the Consolidated Financial Statements

The following table presents stock option activity for the years ended December 31, 2014 , 2013 and 2012 :
($ in millions)
2014
 
2013
 
2012
Total intrinsic value of stock options exercised
$
92

 
$
110

 
$
110

Cash received from stock option exercises
57

 
68

 
122

Income tax benefit from the exercise of stock options
33

 
36

 
35

Total fair value of stock options vested
10

 
11

 
6

 
Restricted Stock Units ("RSUs")
Long-term incentive value is delivered to selected key management employees by granting RSUs, which have either time or performance-based vesting features. The fair value of an RSU is equal to the market value of a share of PPG stock on the date of grant. Time-based RSUs vest over the three -year period following the date of grant, unless forfeited, and will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three year vesting period. Performance-based RSUs vest based on achieving specific annual performance targets for earnings per share growth and cash flow return on capital over the three calendar year-end periods following the date of grant. Unless forfeited, the performance-based RSUs will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three -year performance period if PPG meets the performance targets. The amount paid for performance-based awards may range from 0% to 180% of the original grant, based upon the frequency with which the annual earnings per share growth and cash flow return on capital performance targets are met over the three calendar year periods comprising the vesting period. For the purposes of expense recognition, PPG has assumed that performance-based RSUs granted in 2012 will vest at the 180% level, those granted in 2013 will vest at the 150% level, and those granted in 2014 will vest at the 100% level. As of December 31, 2014, six of the six possible performance targets had been met for the 2012 grant, four of the four possible performance targets had been met for the 2013 grant, and two of two possible performance targets had been met for the 2014 grant.
The following table summarizes RSU activity for the year ended December 31, 2014 : 
 
Number of
Shares
 
Weighted
Average
Fair Value
 
Intrinsic
Value
(in millions)
Outstanding, January 1, 2014
860,657

 
$
90.15

 
$
163

Granted
131,761

 
$
180.69

 
 
Additional shares vested
115,372

 
$
105.35

 
 
Released from restrictions
(324,313
)
 
$
81.87

 
 
Forfeited
(28,015
)
 
$
103.83

 
 
Outstanding, December 31, 2014
755,462

 
$
113.16

 
$
173

Vested or expected to vest, December 31, 2014
746,957

 
$
113.03

 
$
172

 
There was $17 million of total unrecognized compensation cost related to unvested RSUs outstanding as of December 31,
 
2014 . This cost is expected to be recognized as expense over a weighted average period of 1.7 years.
Contingent Share Grants
The Company also provides grants of contingent shares to selected key executives that may be earned based on PPG total shareholder return ("TSR") over the three -year period following the date of grant. Contingent share grants (referred to as “TSR awards”) are made annually and are paid out at the end of each three -year period based on the Company’s performance. Performance is measured by determining the percentile rank of the total shareholder return of PPG common stock in relation to the total shareholder return of the S&P 500 for the three -year period following the date of grant. This comparison group represents the entire S&P 500 Index as it existed at the beginning of the performance period. The payment of awards following the three -year award period will be based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 220% of the initial grant. A payout of 100% is earned if the target performance is achieved. Contingent share awards for the 2011-2013, 2012-2014, and 2013-2015 periods earn dividend equivalents for the award period, which will be paid to participants with the award payout at the end of the period based on the actual number of contingent shares that are earned. Any payments made at the end of the award period may be in the form of stock, cash or a combination of both. The TSR awards qualify as liability awards, and compensation expense is recognized over the three -year award period based on the fair value of the awards (giving consideration to the Company’s percentile rank of total shareholder return) remeasured in each reporting period until settlement of the awards.
As of December 31, 2014 , there was $13 million of total unrecognized compensation cost related to outstanding TSR awards based on the current estimate of fair value. This cost is expected to be recognized as expense over a weighted average period of 1.5 years.


70 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

18. Quarterly Financial Information (unaudited)
 
2014 Quarter Ended
 
Full Year
($ in millions,
except per share
amounts)
March 31
 
June 30
 
Sept. 30
 
Dec. 31
 
Net sales
$
3,636

 
$
4,082

 
$
3,935

 
$
3,707

 
$
15,360

Cost of Sales (1)
2,091

 
2,306

 
2,229

 
2,165

 
8,791

Net income (loss) attributable to PPG
Continuing Operations
277

 
393

 
377

 
86

 
1,133

Discontinued Operations
985

 
(7
)
 
(6
)
 
(3
)
 
969

Net income
1,262

 
386

 
371

 
83

 
2,102

Earnings per common share
Continuing Operations
$
1.99

 
$
2.83

 
$
2.73

 
$
0.63

 
$
8.19

Discontinued Operations
$
7.08

 
$
(0.05
)
 
$
(0.04
)
 
$
(0.02
)
 
$
7.01

Earnings per common share
$
9.07

 
$
2.78

 
$
2.69

 
$
0.61

 
$
15.20

Earnings per common share - assuming dilution
Continuing Operations
$
1.97

 
$
2.80

 
$
2.70

 
$
0.62

 
$
8.10

Discontinued Operations
$
7.00

 
$
(0.05
)
 
$
(0.04
)
 
$
(0.02
)
 
$
6.93

Earnings per common share – assuming dilution
$
8.97

 
$
2.75

 
$
2.66

 
$
0.60

 
$
15.03

 
2013 Quarter Ended
 
Full Year
$ in millions
(except per share
amounts)
March 31
 
June 30
 
Sept. 30
 
Dec. 31
 
Net sales
$
3,108

 
$
3,883

 
$
3,774

 
$
3,500

 
$
14,265

Cost of Sales (1)
1,862

 
2,263

 
2,161

 
2,028

 
8,314

Net income attributable to PPG
Continuing Operations
191

 
318

 
204

 
237

 
950

Discontinued Operations
2,219

 
23

 
22

 
17

 
2,281

Net income
2,410

 
341

 
226

 
254

 
3,231

Earnings per common share
Continuing Operations
$
1.31

 
$
2.22

 
$
1.43

 
$
1.68

 
$
6.62

Discontinued Operations
$
15.18

 
$
0.16

 
$
0.15

 
$
0.12

 
$
15.91

Earnings per common share
$
16.49

 
$
2.38

 
$
1.58

 
$
1.80

 
$
22.53

Earnings per common share - assuming dilution
Continuing Operations
$
1.29

 
$
2.19

 
$
1.41

 
$
1.66

 
$
6.55

Discontinued Operations
$
15.02

 
$
0.16

 
$
0.15

 
$
0.12

 
$
15.72

Earnings per common share – assuming dilution
$
16.31

 
$
2.35

 
$
1.56

 
$
1.78

 
$
22.27

(1)
Exclusive of depreciation and amortization.

 
19. Reportable Business Segment Information
Segment Organization and Products
PPG is a multinational manufacturer with 11 operating segments (which the Company refers to as "strategic business units") that are organized based on the Company’s major products lines. These operating segments are also the Company’s reporting units for purposes of testing goodwill for impairment (see Note 1, “Summary of Significant Accounting Policies”).
In conjunction with the Company’s continued strategic focus on its coatings businesses, including the growth of the Company's global architectural coatings business, as well as the divestiture of its 51% ownership interest in its Transitions Optical joint venture and 100% of its sunlens business to Essilor, the Company realigned its segment reporting structure in the first quarter ended March 31, 2014.
Under the new segment reporting structure, the Company’s reportable business segments have changed from the five segments of Performance Coatings, Industrial Coatings, Architectural Coatings-Europe, Middle East and Africa, Optical and Specialty Materials and Glass to the following three segments: Performance Coatings, Industrial Coatings and Glass. The segment financial results of the former Architectural Coatings-Europe, Middle East and Africa segment are now included in the Performance Coatings segment along with the architectural coatings - Americas and Asia Pacific businesses, and the segment financial results of the remaining former Optical and Specialty Materials segment, renamed specialty coatings and materials, are included in the Industrial Coatings segment. The operating segments have been aggregated based on economic similarities, the nature of their products, production processes, end-use markets and methods of distribution. The prior year information has been adjusted to conform to the new segment reporting structure.
The Performance Coatings reportable segment is comprised of the refinish, aerospace, architectural coatings – Americas and Asia Pacific, architectural coatings - EMEA, and protective and marine coatings operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings, sealants and finishes along with paint strippers, stains and related chemicals, as well as transparencies and transparent armor.
The Industrial Coatings reportable segment is comprised of the automotive original equipment manufacturer (“OEM”) coatings, industrial coatings, packaging coatings, and the specialty coatings and materials operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings and finishes along with adhesives, sealants, metal pretreatment products, optical monomers and coatings, precipitated silicas and other specialty materials.
The Glass reportable segment is comprised of the flat glass and fiber glass operating segments. This reportable segment primarily supplies flat glass and continuous-strand fiber glass products.


2014 PPG ANNUAL REPORT AND FORM 10-K 71

Notes to the Consolidated Financial Statements

Production facilities and markets for Performance Coatings, Industrial Coatings, and Glass are global. PPG’s reportable segments continue to pursue opportunities to further develop their global markets, including efforts in Asia, Eastern Europe and Latin America. Each of the reportable segments in which PPG is engaged is highly competitive. The diversification of our product lines and the worldwide markets served tend to minimize the impact on PPG’s total sales and income from continuing operations of changes in demand in a particular market or in a particular geographic area.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies (See Note 1, "Summary of Significant Accounting Policies"). The Company allocates resources to operating segments and evaluates the performance of operating segments based upon segment income, which is income before interest expense – net, income taxes, and noncontrolling interests and excludes certain charges which are considered to be unusual or non-recurring. The Company also evaluates performance of operating segments based on working capital reduction, margin growth, and sales volume growth. Legacy items include current costs related to former operations of the Company, including certain environmental remediation, pension and other postretirement benefit costs, and certain charges for legal and other matters which are considered to be unusual or non-recurring. These legacy costs are excluded from the segment income that is used to evaluate the performance of the operating segments. Legacy items also include equity earnings from PPG’s approximate 40% investment in its former automotive glass and services business and $19 million , $30 million and $35 million of costs in 2014, 2013 and 2012, respectively, related to the pension and other postemployment benefit liabilities of the divested business retained by PPG. Corporate unallocated costs include the costs of corporate staff functions not directly associated with the operating segments, the cost of corporate legal cases, net of related insurance recoveries and the cost of certain insurance and stock-based compensation programs. Net periodic pension expense is allocated to the operating segments and the portion of net periodic pension expense related to the corporate staff functions is included in the Corporate unallocated costs.
For the sales between the Industrial Coatings and Glass segments, intersegment sales and transfers are recorded at selling prices that approximate market prices. Product movement between Performance Coatings and Industrial Coatings is limited, is accounted for as an inventory transfer, and is recorded at cost plus a mark-up, the impact of which is not significant to the segment income of the coatings reportable segments.



72 2014 PPG ANNUAL REPORT AND FORM 10-K

Notes to the Consolidated Financial Statements

    
($ in millions)
Reportable Business Segments
Performance
Coatings
 
Industrial
Coatings
 
Glass
 
Corporate /
Eliminations /
Non-
Segment
Items (1)
 
Consolidated
Totals
2014
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
8,698

 
$
5,552

 
$
1,110

 
$
—

 
$
15,360

Intersegment net sales
—

 
1

 
1

 
(2
)
 
—

Total net sales
$
8,698

 
$
5,553

 
$
1,111

 
$
(2
)
 
$
15,360

Segment income
$
1,205

 
$
951

 
$
81

 
$
—

 
$
2,237

Legacy items (2)
 
 
 
 
 
 
 
 
(49
)
Debt refinancing charge
 
 
 
 
 
 
 
 
(317
)
Transaction-related costs (5)  
 
 
 
 
 
 
 
 
(62
)
Interest expense, net of interest income
 
 
 
 
 
 
 
 
(137
)
Corporate unallocated (1)
 
 
 
 
 
 
 
 
(256
)
Income before income taxes
 
 
 
 
 
 
 
 
$
1,416

Depreciation and amortization
$
284

 
$
115

 
$
53

 
$
24

 
$
476

Share of net earnings (loss) of equity affiliates
—

 
—

 
(3
)
 
104

 
101

Segment assets (3)
10,709

 
3,621

 
859

 
2,394

 
17,583

Investment in equity affiliates
41

 
15

 
127

 
112

 
295

Expenditures for property (including business acquisitions)
2,374

 
251

 
56

 
39

 
2,720

    

($ in millions)
Reportable Business Segments
Performance
Coatings
 
Industrial
Coatings
 
Glass
 
Corporate /
Eliminations /
Non-
Segment
Items (1)
 
Consolidated
Totals
2013
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
7,934

 
$
5,264

 
$
1,067

 
$
—

 
$
14,265

Intersegment net sales
—

 
1

 
—

 
(1
)
 
—

Total net sales
$
7,934

 
$
5,265

 
$
1,067

 
$
(1
)
 
$
14,265

Segment income
$
1,043

 
$
824

 
$
56

 
$
—

 
$
1,923

Legacy items (2)
 
 
 
 
 
 
 
 
(165
)
Business restructuring
 
 
 
 
 
 
 
 
(98
)
Transaction-related costs (5)
 
 
 
 
 
 
 
 
(36
)
Interest expense, net of interest income
 
 
 
 
 
 
 
 
(153
)
Corporate unallocated (1)
 
 
 
 
 
 
 
 
(245
)
Income before income taxes
 
 
 
 
 
 
 
 
$
1,226

Depreciation and amortization
$
268

 
$
110

 
$
52

 
$
22

 
$
452

Share of net earnings/(loss) of equity affiliates
1

 
(1
)
 
(6
)
 
(2
)
 
(8
)
Segment assets (3)
8,067

 
3,447

 
917

 
3,432

 
15,863

Investment in equity affiliates
32

 
16

 
149

 
48

 
245

Expenditures for property (including business acquisitions)
1,167

 
209

 
80

 
52

 
1,508



2014 PPG ANNUAL REPORT AND FORM 10-K 73

Notes to the Consolidated Financial Statements

($ in millions)
Reportable Business Segments
Performance
Coatings
 
Industrial
Coatings
 
Glass  
 
Corporate /
Eliminations /
Non-
Segment
Items (1)
 
Consolidated
Totals
2012
 

 
 

 
 

 
 

 
—

Net sales to external customers
$
6,899

 
$
4,755

 
$
1,032

 
$
—

 
$
12,686

Intersegment net sales
—

 
1

 
—

 
(1
)
 
—

Total net sales
$
6,899

 
$
4,756

 
$
1,032

 
$
(1
)
 
$
12,686

Segment income
$
889

 
$
677

 
$
63

 
$
—

 
$
1,629

Legacy items (2)
 

 
 

 
 

 
 

 
(216
)
Business restructuring
 
 
 
 
 
 
 
 
(176
)
Transaction-related costs (5)
 
 
 
 
 
 
 
 
(11
)
Interest expense, net of interest income
 

 
 

 
 

 
 

 
(170
)
Corporate unallocated (1)
 

 
 

 
 

 
 

 
(228
)
Income before income taxes
 

 
 

 
 

 
 

 
$
828

Depreciation and amortization
$
226

 
$
98

 
$
53

 
$
22

 
$
399

Share of net earnings of equity affiliates
3

 
(1
)
 
4

 
3

 
9

Segment assets (3)
6,720

 
3,107

 
914

 
5,137

 
15,878

Investment in equity affiliates
29

 
15

 
166

 
52

 
262

Expenditures for property (including business acquisitions)
155

 
195

 
46

 
124

 
520

($ in millions)
 
 
 
 
 
Geographic Information
2014
 
2013
 
2012
Net sales (4)
 
 
 
 
 
 
The Americas
 
 
 
 
 
 
 
United States
$
6,323

 
$
5,712

 
$
4,620

 
 
Other Americas
1,718

 
1,445

 
1,046

 
Europe, Middle East and Africa (“EMEA”)
4,802

 
4,650

 
4,612

 
Asia Pacific
2,517

 
2,458

 
2,408

 
 
Total
$
15,360

 
$
14,265

 
$
12,686

Segment income
 
 
 
 
 
 
The Americas
 
 
 
 
 
 
 
United States
$
1,167

 
$
1,031

 
$
845

 
 
Other Americas
175

 
117

 
74

 
EMEA
576

 
475

 
430

 
Asia Pacific
319

 
300

 
280

 
 
Total
$
2,237

 
$
1,923

 
$
1,629

Property—net
 
 
 
 
 
 
The Americas
 
 
 
 
 
 
 
United States
$
1,386

 
$
1,285

 
$
1,379

 
 
Other Americas
461

 
153

 
100

 
EMEA
831

 
935

 
903

 
Asia Pacific
414

 
503

 
506

 
 
Total
$
3,092

 
$
2,876

 
$
2,888

(1)
Corporate intersegment net sales represent intersegment net sales eliminations. Corporate unallocated costs include the costs of corporate staff functions not directly associated with the operating segments, certain legal and insurance costs and stock-based compensation expense.
(2)
Legacy items include current costs related to former operations of the Company, including certain environmental remediation, pension and other postretirement benefit costs, legal costs and certain charges which are considered to be non-recurring. The Legacy items for 2014, 2013, and 2012 include environmental remediation pre-tax charges of $138 million , $101 million , and $159 million , respectively. These charges relate to continued environmental remediation activities at legacy chemicals sites, primarily at PPG's former Jersey City, N.J. chromium manufacturing plant and associated sites (See Note 13). In 2014, Legacy items includes the gains from an equity affiliates sale of a business line and the sale of a flat glass plant(See Note 2). Legacy items also include equity earnings from PPG’s approximate 40% investment in the former automotive glass and services business.
(3)
Segment assets are the total assets used in the operation of each segment. Corporate assets are principally cash and cash equivalents, cash held in escrow, short term investments, deferred tax assets and the approximate 40% investment in the former automotive glass and services business. Non-segment items also includes the assets of businesses which have been reclassified as discontinued operations in the Consolidated Statement of Income. (See Note 2).
(4)
Net sales to external customers are attributed to geographic regions based upon the location of the operating unit shipping the product.
(5)
Transaction-related costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred to effect significant acquisitions, as well as similar fees and other costs to effect disposals not classified as discontinued operations. These costs also includes the flow-through cost of sales of the step up to fair value of inventory acquired in acquisitions.

74 2014 PPG ANNUAL REPORT AND FORM 10-K

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures.
Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
(b)
Changes in internal control over financial reporting.
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
(c)
Management report on internal control over financial reporting.
See Management Report on page 33 for management’s annual report on internal control over financial reporting. See Report of Independent Registered Public Accounting Firm on page 32 for PricewaterhouseCoopers LLP’s audit report on the Company’s internal control over financial reporting.
Item 9B. Other Information
None.


2014 PPG ANNUAL REPORT AND FORM 10-K 75

Part III
 
Item 10. Directors, Executive Officers and Corporate Governance
The information about the Company’s directors required by Item 10 and not otherwise set forth below is contained under the caption “Proposal 1: Election of Directors” in PPG’s definitive Proxy Statement for the 2015 Annual Meeting of Shareholders (the “Proxy Statement”) which the Company anticipates filing with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the Company’s fiscal year, and is incorporated herein by reference.
The executive officers of the Company are elected by the Board of Directors. The information required by this item concerning the Company’s executive officers is incorporated by reference herein from Part I of this report under the caption “Executive Officers of the Company.”  
Information regarding the Company’s Audit Committee is included in the Proxy Statement under the caption “Corporate Governance – Audit Committee” and is incorporated herein by reference.
Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by reference.
Information about compliance with Section 16(a) of the Exchange Act is included in the Proxy Statement under the caption “Beneficial Ownership – Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 is contained in the Proxy Statement under the captions “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” “Potential Payments upon Termination or Change in Control,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” and “Corporate Governance – Officers-Directors Compensation Committee Report to Shareholders” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is contained in the Proxy Statement under the captions “Beneficial Ownership” and “Equity Compensation Plan Information” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is contained in the Proxy Statement under the captions “Corporate Governance – Director Independence,” “Corporate Governance – Review and Approval or Ratification of Transactions with Related Persons” and “Corporate Governance – Certain Relationships and Related Transactions” and is incorporated herein by reference.
 
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is contained in the Proxy Statement under the caption “Independent Registered Public Accounting Firm” and is incorporated herein by reference.


76 2014 PPG ANNUAL REPORT AND FORM 10-K
Table of Contents

Part IV
 
Item 15. Exhibits, Financial Statement Schedules
(a)(1)    Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (see Part II, Item 8 of this Form 10-K).
 
The following information is filed as part of this Form 10-K:
 
(a)(2)    Consolidated Financial Statement Schedule for the years ended December 31, 2014, 2013 and 2012.
 
The following Consolidated Financial Statement Schedule should be read in conjunction with the previously referenced financial statements:
 
Schedule II – Valuation and Qualifying Accounts
 
Allowance for Doubtful Accounts for the Years Ended December 31, 2014, 2013, and 2012
(Millions)
Balance at
Beginning
of Year
Charged to
Costs and
Expenses
Other Additions (1)
Deductions (2)
Balance at
End of
Year
2014
$
74

$
16

$
31

$
(34
)
$
87

2013
$
77

$
33

$
4

$
(40
)
$
74

2012
$
71

$
24

$
8

$
(26
)
$
77

(1)
Represents allowance for doubtful accounts of acquired businesses.
(2)
Notes and accounts receivable written off as uncollectible, net of recoveries, amounts attributable to divestitures and changes attributable to foreign currency translation.




2014 PPG ANNUAL REPORT AND FORM 10-K 77
Table of Contents

All other schedules are omitted because they are not applicable.

(a)(3)    Exhibits. The following exhibits are filed as a part of, or incorporated by reference into, this Form 10-K.
 
2
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.
 
2.1
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.
 
2.2
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.
 
2.3
Transaction Agreement by and among PPG Industries, Inc., PPG Industries Securities, LLC, PPG Luxembourg Finance S.àR.L., Group 26 Diversified Holdings Ireland, and Essilor International (Compagnie Generale D'Optique) S.A. was filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013.
 
2.4
Stock Purchase Agreement, dated June 30, 2014, by and among Avisep, S.A. de C.V., Bevisep, S.A. de C.V., PPG Industries, Inc. and Consorcio Comex, S.A. de C.V., was filed as Exhibit 2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2014.
 
3
Statement with Respect to Shares Eliminating the Series A Junior Participating Preferred Stock, was filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014.

 
3.1
Restated Articles of Incorporation of PPG Industries, Inc., was filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014.

 
3.2
Amended and Restated Bylaws of PPG Industries, Inc., as amended on July 17, 2014, was filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 17, 2014.
 
4
Indenture, dated as of Aug. 1, 1982, was filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.1
First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.2
Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
 
4.3
Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.4
Indenture, dated as of June 24, 2005, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 20, 2005.
 
4.5
Indenture, dated as of March 18, 2008, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
 
4.6
Supplemental Indenture, dated as of March 18, 2008, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
 
4.7
Second Supplemental Indenture, dated as of November 12, 2010, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 12, 2010.
 
4.8
Third Supplemental Indenture, dated as of August 3, 2012, was filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 3, 2012.
 
4.9
Fourth Supplemental Indenture, dated as of November 12, 2014, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 12, 2014.
*
10
PPG Industries, Inc. Nonqualified Retirement Plan, as amended and restated September 24, 2008, was filed as Exhibit 10 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2011.
*
10.1
Form of Change in Control Employment Agreement entered into with executives prior to January 1, 2008, as amended, was filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
*
10.2
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2008 through December 31, 2009, was filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
*
10.3
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2010, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2009.
*
10.4
Form of Change in Control Employment Agreement entered into with executives on or after June 30, 2012 was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
*
10.5
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2014, was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.



78 2014 PPG ANNUAL REPORT AND FORM 10-K
Table of Contents

*
10.6
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred prior to January 1, 2005, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1997.
*
10.7
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended February 15, 2006, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
*
10.8
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective July 14, 2004, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
*
10.9
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended and restated September 24, 2008, was filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.10
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or prior to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.11
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.12
PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 16, 2005.
*
10.13
PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended April 20, 2006, was filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.14
PPG Industries, Inc. Management Award Plan, as amended April 20, 2006, was filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.15
PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended July 20, 2005, was filed as Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.
*
10.16
PPG Industries, Inc. Omnibus Incentive Plan was filed as Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
*
10.17
PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex A to the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders filed on March 10, 2011.
 
*
10.18
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.19
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2014.
*
10.20
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.21
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
*
10.22
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.23
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.24
Form of TSR Share Award Agreement, was filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.25
Form of TSR Share Award Agreement, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.26
Form of TSR Share Award Agreement, was filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.27
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.28
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.29
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.30
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.31
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.


2014 PPG ANNUAL REPORT AND FORM 10-K 79
Table of Contents

*
10.32
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
*
10.33
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.34
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.35
Form of letter to certain executives regarding 2008 deferred compensation plan elections, was filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
 
10.36
Five-Year Credit Agreement among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citigroup Global Markets Inc. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., Citigroup Global Markets Inc., and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed on September 13, 2012.
 
10.37
Separation Agreement, dated as of July 18, 2012, by and between PPG Industries, Inc. and Eagle Spinco Inc., was filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
*
10.38
Separation Agreement and Release between PPG Industries, Inc. and Richard C. Elias, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.
†
10.39
Term Loan Agreement, dated November 20, 2014, between PPG Industries, Inc. and Sumitomo Mitsui Banking Corporation, as Administrative Agent and as Initial Lender.
†
12
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended December 31, 2014.
†
13.1
Market Information, Dividends and Holders of Common Stock.
†
13.2
Selected Financial Data for the Five Years Ended December 31, 2014.
†
21
Subsidiaries of the Registrant.
†
23.1
Consent of PricewaterhouseCoopers LLP
†
23.2
Consent of Deloitte & Touche LLP
†
24
Powers of Attorney.
†
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.
*
 
Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.
**
 
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, 2014: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts.




80 2014 PPG ANNUAL REPORT AND FORM 10-K
Table of Contents

Signatures
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 19, 2015 .
  
 
PPG INDUSTRIES, INC.
(Registrant)
 
 
 
 
By  
/s/ Frank S. Sklarsky
 
 
Frank S. Sklarsky, Executive Vice President
    and Chief Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February 19, 2015 .
 
Signature.
  
Capacity
 
 
 
/s/ Charles E. Bunch
  
Director, Chairman and Chief Executive Officer
 
 
 
Charles E. Bunch
 
 
 
 
 
 
 
 
 
/s/ Frank S. Sklarsky
  
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
 
 
 
Frank S. Sklarsky
 
 
 
 
 
 
 
 
 
 
 
S. F. Angel
  
Director
  
  
 
 
 
 
J. G. Berges
  
Director
  
  
 
 
 
 
J. V. Faraci
 
Director
 
 
 
 
 
 
H. Grant
  
Director
  
  
 
 
 
 
V. F. Haynes
  
Director
  
  
 
 
 
 
M. J. Hooper
  
Director
  
  
 
By  
 
/s/ Frank S. Sklarsky
M. H. Richenhagen
  
Director
  
  
 
 
 
Frank S. Sklarsky,  Attorney-in-Fact
T. J. Usher
  
Director
  
  
 
 
 
 
 
  
 
  
  
 
 
 
 



2014 PPG ANNUAL REPORT AND FORM 10-K 81
Table of Contents

PPG Industries Inc. and Consolidated Subsidiaries
Index to Exhibits
 
2
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.
 
2.1
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.
 
2.2
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.
 
2.3
Transaction Agreement by and among PPG Industries, Inc., PPG Industries Securities, LLC, PPG Luxembourg Finance S.àR.L., Group 26 Diversified Holdings Ireland, and Essilor International (Compagnie Generale D'Optique) S.A. was filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013.
 
2.4
Stock Purchase Agreement, dated June 30, 2014, by and among Avisep, S.A. de C.V., Bevisep, S.A. de C.V., PPG Industries, Inc. and Consorcio Comex, S.A. de C.V., was filed as Exhibit 2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2014.
 
3
Statement with Respect to Shares Eliminating the Series A Junior Participating Preferred Stock, was filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014.

 
3.1
Restated Articles of Incorporation of PPG Industries, Inc., was filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014.

 
3.2
Amended and Restated Bylaws of PPG Industries, Inc., as amended on July 17, 2014, was filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 17, 2014.
 
4
Indenture, dated as of Aug. 1, 1982, was filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.1
First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.2
Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.3
Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
 
4.4
Indenture, dated as of June 24, 2005, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 20, 2005.
 
4.5
Indenture, dated as of March 18, 2008, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
 
4.6
Supplemental Indenture, dated as of March 18, 2008, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
 
4.7
Second Supplemental Indenture, dated as of November 12, 2010, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 12, 2010.
 
4.8
Third Supplemental Indenture, dated as of August 3, 2012, was filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 3, 2012.
 
4.9
Fourth Supplemental Indenture, dated as of November 12, 2014, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 12, 2014.
*
10
PPG Industries, Inc. Nonqualified Retirement Plan, as amended and restated September 24, 2008, was filed as Exhibit 10 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2011.
*
10.1
Form of Change in Control Employment Agreement entered into with executives prior to January 1, 2008, as amended, was filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
*
10.2
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2008 through December 31, 2009, was filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
*
10.3
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2010, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2009.
*
10.4
Form of Change in Control Employment Agreement entered into with executives on or after June 30, 2012 was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.

Table of Contents

*
10.5
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2014, was filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.

*
10.6
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred prior to January 1, 2005, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1997.
*
10.7
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended February 15, 2006, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
*
10.8
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective July 14, 2004, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
*
10.9
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended and restated September 24, 2008, was filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.10
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or prior to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.11
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.12
PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 16, 2005.
*
10.13
PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended April 20, 2006, was filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.14
PPG Industries, Inc. Management Award Plan, as amended April 20, 2006, was filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.15
PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended July 20, 2005, was filed as Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.
*
10.16
PPG Industries, Inc. Omnibus Incentive Plan was filed as Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
*
10.17
PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex A to the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders filed on March 10, 2011.
*
10.18
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.19
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2014.
*
10.20
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
*
10.21
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
*
10.22
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.23
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.24
Form of TSR Share Award Agreement, was filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.25
Form of TSR Share Award Agreement, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.26
Form of TSR Share Award Agreement, was filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.27
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.28
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.29
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.

Table of Contents

*
10.30
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
*
10.31
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.32
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
*
10.33
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
*
10.34
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
*
10.35
Form of letter to certain executives regarding 2008 deferred compensation plan elections, was filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
 
10.36
Five-Year Credit Agreement among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citigroup Global Markets Inc. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., Citigroup Global Markets Inc., and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed on September 13, 2012.
 
10.37
Separation Agreement, dated as of July 18, 2012, by and between PPG Industries, Inc. and Eagle Spinco Inc., was filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
*
10.38
Separation Agreement and Release between PPG Industries, Inc. and Richard C. Elias, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.
†
10.39
Term Loan Agreement, dated November 20, 2014, between PPG Industries, Inc. and Sumitomo Mitsui Banking Corporation, as Administrative Agent and as Initial Lender.
†
12
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended December 31, 2014.
†
13.1
Market Information, Dividends and Holders of Common Stock.
†
13.2
Selected Financial Data for the Five Years Ended December 31, 2014.
†
21
Subsidiaries of the Registrant.
†
23.1
Consent of PricewaterhouseCoopers LLP
†
23.2
Consent of Deloitte & Touche LLP
†
24
Powers of Attorney.
†
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.
*
 
Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.

Table of Contents

**
 
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, 2014: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts.


Exhibit 10.39












€500,000,000
TERM LOAN AGREEMENT
Dated as of November 20 , 2014
Among
PPG INDUSTRIES, INC.
as Borrower
and
SUMITOMO MITSUI BANKING CORPORATION
as Initial Lender
and
as Administrative Agent




TABLE OF CONTENTS

 
 
PAGE
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
1
 
SECTION 1.01. Certain Defined Terms
1
 
SECTION 1.02. Computation of Time Periods
9
 
SECTION 1.03. Accounting Terms
9
 
 
 
ARTICLE II AMOUNT AND TERMS OF THE LOAN
9
 
SECTION 2.01. The Loan
9
 
SECTION 2.02. Making the Loan
9
 
SECTION 2.03. [Intentionally deleted]
9
 
SECTION 2.04. [Intentionally deleted]
9
 
SECTION 2.05. [Intentionally deleted]
9
 
SECTION 2.06. Repayment
10
 
SECTION 2.07. Interest
10
 
SECTION 2.08. Interest Rate Determination
10
 
SECTION 2.09. [Intentionally deleted]
10
 
SECTION 2.10. Prepayments of Loan
10
 
SECTION 2.11. Increased Costs
11
 
SECTION 2.12. Illegality
11
 
SECTION 2.13. Payments and Computations
11
 
SECTION 2.14. Taxes
13
 
SECTION 2.15. Sharing of Payments, Etc.
15
 
SECTION 2.16. Evidence of Debt
15
 
SECTION 2.17. Use of Proceeds
16
 
SECTION 2.18. [Intentionally deleted]
16
 
SECTION 2.19. [Intentionally deleted]
16
 
 
 
ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
16
 
SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01
16
 
SECTION 3.02. [Intentionally deleted]
17
 
SECTION 3.03. Conditions Precedent to the Loan
17
 
SECTION 3.04. [Intentionally deleted]     
18
 
SECTION 3.05. Determinations Under Section 3.01
18
 
 
 
ARTICLE IV REPRESENTATIONS AND WARRANTIES
18
 
SECTION 4.01. Representations and Warranties of the Borrower
18
 
 
 


ARTICLE V COVENANTS OF THE BORROWER
21
 
SECTION 5.01. Affirmative Covenants
21
 
SECTION 5.02. Negative Covenants
22
 
 
 
ARTICLE VI EVENTS OF DEFAULT
25
 
SECTION 6.01. Events of Default
25
 
 
 
ARTICLE VII [Intentionally deleted]
27
 
 
 
ARTICLE VIII THE ADMINISTRATIVE AGENT
27
 
SECTION 8.01. Authorization and Action
27
 
SECTION 8.02. Administrative Agent's Reliance, Etc.
27
 
SECTION 8.03. SMBC and Affiliates
28
 
SECTION 8.04. Lender Credit Decision
28
 
SECTION 8.05. Indemnification
28
 
SECTION 8.06. Successor Administrative Agent
28
 
SECTION 8.07. [Intentionally deleted]
29
 
 
 
ARTICLE IX MISCELLANEOUS     
29
 
SECTION 9.01. Amendments, Etc.
29
 
SECTION 9.02. Notices, Etc.
29
 
SECTION 9.03. No Waiver; Remedies
30
 
SECTION 9.04. Costs and Expenses
30
 
SECTION 9.05. Right of Set‑off
31
 
SECTION 9.06. Binding Effect
32
 
SECTION 9.07. Assignments and Participations
32
 
SECTION 9.08. Confidentiality
34
 
SECTION 9.09. Governing Law
34
 
SECTION 9.10. Execution in Counterparts
35
 
SECTION 9.11. Judgment     
35
 
SECTION 9.12. Jurisdiction, Etc.
35
 
SECTION 9.13. Substitution of Currency
36
 
SECTION 9.14. [Intentionally deleted]
36
 
SECTION 9.15. Waiver of Jury Trial
36
 
SECTION 9.16. USA PATRIOT ACT
36
 
SECTION 9.17. No Fiduciary Duty
36
 
 
 
 
 
 
 
 
 
Exhibits

 
Exhibit A       -      Form of Note

 
Exhibit B       -      Form of Notice of Borrowing

 
Exhibit C       -      Form of Assignment and Acceptance

 


TERM LOAN AGREEMENT
Dated as of November 20, 2014
PPG INDUSTRIES, INC., a Pennsylvania corporation (the " Borrower "), SUMITOMO MITSUI BANKING CORPORATION (the " Initial Lender "), and SUMITOMO MITSUI BANKING CORPORATION (" SMBC "), as Administrative Agent for the Lenders, agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms
As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
" Administrative Agent " means Sumitomo Mitsui Banking Corporation (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.
" Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.
" Affiliate " means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
" Agent's Account " means the account of the Administrative Agent maintained by the Administrative Agent at Deutsche Bank A.G., Frankfurt, SWIFT Code DEUTDEFF, Account Number 958780910, for Sumitomo Mitsui Banking Corporation, NY, SWIFT Code SMBCUS33, and such other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrower and the Lenders for such purpose.
" Applicable Lending Office " means, with respect to the Loan or any portion thereof made or to be made by any Lender to the Borrower, any domestic or foreign branch or Affiliate of such Lender selected by such Lender at its option to make the Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement.
" Approved Fund " means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
" Assignment and Acceptance " means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto or any other form approved by the Administrative Agent and the Borrower, the Borrower's consent not to be unreasonably withheld or delayed.

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" Bankruptcy Event " means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or the exercise of control over such Person by a Governmental Authority or instrumentality thereof, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm its obligations hereunder.
" Bankruptcy Law " means any proceeding of the type referred to in Section 6.01(h) or 6.01(i) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
" Borrower " has the meaning specified in the introductory paragraph hereof.
" Business Day " means a day of the year on which banks are not required or authorized by law to close in New York City or Frankfurt, Germany and on which TARGET is open.
" Change in Law " the occurrence, after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement, of: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by any Person controlling such Lender, if any) with any request, rule, guideline or directive (whether or not having the force of law) of any central bank or other Governmental Authority including, without limitation, any agency of the European Union or similar monetary or multinational authority made or issued after such date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.
" Commitment " means as to any Lender (a) the Euro amount set forth opposite such Lender's name on the signature pages hereof or (b) if such Lender has entered into any Assignment and Acceptance, the Euro amount set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d).
" Confidential Information " means any and all information and data of the Borrower and any of the Borrower's Subsidiaries that is furnished or otherwise becomes known to the Administrative Agent or any Lender, but does not include any such information that is or becomes generally available to the public (other than as a result of the disclosure thereof by the Administrative Agent or any Lender, or any successor or assignee thereof) or that is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower that is under no duty or obligation to keep such information or data confidential.
" Consolidated " refers to the consolidation of accounts in accordance with GAAP.

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" Consolidated Subsidiaries " means the subsidiaries of the Borrower whose accounts are consolidated with the accounts of the Borrower in the Borrower's consolidated financial statements prepared in accordance with GAAP.
" Credit Party " means the Administrative Agent or any Lender.
" Default " means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
" Defaulting Lender " means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of the Loan, unless such Lender has notified the Administrative Agent in writing within such period that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is a result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party's receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.
" Disclosed Matters " means the actions, suits and proceedings disclosed or otherwise described in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 or Quarterly Report on Form 10-Q for the three-month period ended September 30, 2014.
" Dollars " and the " $ " sign each means lawful currency of the United States of America.
" Drawdown Date " means November 25, 2014.
" Effective Date " has the meaning specified in Section 3.01.
" Eligible Assignee " means any Person approved by (a) the Administrative Agent and (b) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 9.07 or unless such Person is a Lender, an Affiliate of the assigning Lender or an Approved Fund, the Borrower, each such approval referred to in clause (a) above not to be unreasonably withheld or delayed; provided , however , that (i) if the Borrower does not respond to a request to consent for any such approval required by it on or before the fifth Business Day following such request, it shall be deemed to have granted such approval and (ii) neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee.
" EMU Legislation " means legislation enacted by the European Union's Economic and Monetary Union.

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" ERISA " means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
" ERISA Affiliate " means any trade or business (whether or not incorporated) that is a member of a group of which the Borrower is a member and which is treated as a single employer under Section 414 of the Internal Revenue Code.
" EURIBOR " means, for any Interest Period, the rate appearing on the Screen at approximately 11:00 A.M. (London time) two Business Days, prior to the commencement of such Interest Period as the Banking Federation of the European Union EURIBOR for deposits in Euro with a maturity comparable to such Interest Period. In the event that such rate for Euro is not available on the Screen at such time for any reason, then EURIBOR for such Interest Period shall be the rate at which deposits in Euro in the approximately equivalent amount of €5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the European interbank market at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period.
" Euro " and the " € " sign each means the lawful currency of the European Union as constituted by the treaty establishing the European Community being the Treaty of Rome, as amended from time to time and as referred to in EMU Legislation.
" Eurocurrency Liabilities " has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
" Eurocurrency Rate " means, with respect to any Interest Period, an interest rate per annum equal to the rate per annum obtained by dividing (i) EURIBOR for such Interest Period by (ii) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period.
" Eurocurrency Rate Reserve Percentage " for any Interest Period means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on the Loan is determined) having a term equal to such Interest Period.
" Events of Default " has the meaning specified in Section 6.01.
" Federal Bankruptcy Code " means Title 11 of the U.S. Code.
" Funded Debt " means all Indebtedness for money borrowed which by its terms matures at or is extendable or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Indebtedness.
" GAAP " has the meaning specified in Section 1.03.
" Governmental Authority " means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,

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taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
" Guarantee " of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person, whether directly or indirectly, and including any obligation of such Person, direct or indirect, to purchase or pay such Indebtedness or to purchase any security for the payment of such Indebtedness; provided , however , that the term "Guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business.
" Incumbent Board " has the meaning specified in Section 6.01(g).
" Indebtedness " of any Person at any time means, without duplication, (a) all obligations for money borrowed or raised, all obligations (other than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase price of property, and all capital lease obligations which, in each case in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person and (b) all Guarantees by such Person.
" Initial Lender " has the meaning specified in the introductory paragraph hereof.
" Interest Period " means, initially, the period commencing on the Drawdown Date and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months, as the Borrower may select upon notice received by the Administrative Agent not later than 11:00 A.M. (London time) on the third Business Day prior to the first day of such Interest Period, provided , however , that:
(a)      the Borrower may not select any Interest Period that ends after the Termination Date;
(b)      whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
(c)      whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.
" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
" Lenders " means the Initial Lender and each Person that shall become a party hereto pursuant to Section 9.07.
" Lien " means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

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" Loan " has the meaning specified in Section 2.01.
" Loan Documents " means, collectively, this Agreement and the Notes.
'' Margin '' means 0.675% per annum.
" Margin Stock " shall have the meaning given such term under Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect, including all official interpretations thereunder or thereof.
" Material Adverse Effect " means a materially adverse effect on the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, or a material impairment of the ability of the Borrower to perform any of its obligations under this Agreement or any of the other Loan Documents to which it is or will be a party.
" Note " means a promissory note of the Borrower payable to the order of a Lender, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Loan or portion thereof made by such Lender.
" Notice of Borrowing " has the meaning specified in Section 2.02(a).
" OFAC " has the meaning specified in Section 4.01(s).
" Parent " means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.
" Payment Office " means such office of SMBC as shall be from time to time selected by the Administrative Agent and notified by the Administrative Agent to the Borrower and the Lenders.
" PBGC " means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
" Person " means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.
" Plan " means any pension plan subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code which is maintained for employees of the Borrower or any ERISA Affiliate.
" Primary Currency " has the meaning specified in Section 9.11(c).
" Prime Rate " means the rate of interest per annum publicly announced from time to time by SMBC as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
" Pro Rata Share " means, with respect to any Lender, the proportion represented by a fraction the numerator of which is such Lender's Commitment and the denominator of which is the aggregate of the Commitments.
" Register " has the meaning specified in Section 9.07(d).

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" Reportable Event " means any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code).
" Required Lenders " means at any time Lenders holding more than 50% of the sum of the then aggregate unpaid principal amount of the Loan owing to Lenders, or, if no such principal amount is then outstanding, Lenders having more than 50% of the Commitments; provided that principal amounts of the Loan owing to and the Commitments of any Defaulting Lenders shall be excluded for purposes of calculating Required Lenders.
" Restricted Subsidiary " means:
(a)      any Subsidiary of the Borrower other than
(i)      a Subsidiary substantially all of the physical properties of which are located, or substantially all of the business of which is carried on, outside the United States of America ("United States of America" shall not include the territories and possessions thereof), or
(ii)      a Subsidiary the primary business of which consists of purchasing accounts receivable and/or making loans secured by accounts receivable or inventories and/or making investments in real estate or providing services directly related thereto, or which is otherwise primarily engaged in the business of a finance or real estate investment company, or
(iii)      a Subsidiary the primary business of which consists of leasing equipment, machinery, vehicles, rolling stock and other articles for use in the business of the Borrower, or
(iv)      a Subsidiary the stock of which is held primarily for the purpose of securing the investment of the Borrower in such Subsidiary, while the management of such Subsidiary is accumulating funds for the purchase of such stock pursuant to written contract, and
(b)      any Subsidiary specified in clauses (i) through (iv) of paragraph (a) above which at the time of determination shall be designated a Restricted Subsidiary pursuant to designation by the board of directors of the Borrower as follows:
the Borrower may by a resolution adopted by its board of directors designate any Restricted Subsidiary to be an Unrestricted Subsidiary, provided that in the opinion of the board of directors of the Borrower it does not own a manufacturing or research property, plant or facility which is of material importance to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and may designate any Unrestricted Subsidiary to be a Restricted Subsidiary. The Borrower may by a resolution adopted by its board of directors designate a newly acquired or formed Subsidiary to be an Unrestricted Subsidiary, provided such designation takes place within 90 days of such acquisition or formation.
" Screen " means the relevant display page on Reuters for the relevant rate referred to in the definition of "EURIBOR" (as determined by the Administrative Agent) (or on any other commercially available source providing quotations comparable to those provided on such page designated by the Administrative Agent from time to time).
" Secured Debt " means Indebtedness for money borrowed if such Indebtedness is secured by a mortgage, pledge, lien, security interest or encumbrance on any of the manufacturing or research property,

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plant or facilities of the Borrower or any Restricted Subsidiary (but not including a property determined not to be a principal property of the Borrower or a Restricted Subsidiary by the board of directors of the Borrower in its discretion) or on any shares of stock or indebtedness of any Restricted Subsidiary.
" Shareholders' Interest " means as of any particular time, the aggregate of equity capital and surplus of the Borrower and its Consolidated Subsidiaries, after deducting the cost of the shares of the Borrower held in the Borrower's treasury (i.e., shares which had been previously issued and outstanding but have been reacquired and are presently held by the Borrower), as shown on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, prepared in accordance with GAAP, as of the end of the latest fiscal year ended prior to such determination.
" Subsidiary " of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries.
" TARGET " means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euro.
" Taxes " and " Other Taxes " have the respective meanings specified in Section 2.14.
" Termination Date " means the earlier of (a) November 24, 2017 (or, if such date is not a Business Day, the immediately preceding Business Day) and (b) the date of termination in whole of the Commitments pursuant to Section 6.01.
" Total Capitalization " means, as at any date, with respect to the Borrower and its Consolidated Subsidiaries, the sum (determined on a consolidated basis without duplication in accordance with GAAP) of (a) Total Indebtedness as at such date plus (b) the amount that should be set forth on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared as at such date opposite the caption "Total Shareholders' Equity" (or the equivalent caption), excluding the amount reported in the financial statements as "Accumulated Other Comprehensive Income (Loss)" related to "Pension and Other Postretirement Benefit Adjustments".
" Total Indebtedness " means, as at any date, the total amount of Indebtedness of the Borrower and its Consolidated Subsidiaries on such date, determined on a consolidated basis without duplication in accordance with GAAP.
" Unrestricted Subsidiary " means any Subsidiary of the Borrower which is not a Restricted Subsidiary.
" Voting Stock " means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

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" Wholly-owned Restricted Subsidiary " means a Restricted Subsidiary all of the outstanding capital stock of which, other than directors' qualifying shares, and all of the Funded Debt of which, shall at the time be owned by the Borrower or by one or more Wholly-owned Restricted Subsidiaries, or by the Borrower in conjunction with one or more Wholly-owned Restricted Subsidiaries.
SECTION 1.02. Computation of Time Periods
In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".
SECTION 1.03. Accounting Terms
All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the audited financial statements referred to in Section 4.01(c) (" GAAP ").
ARTICLE II
AMOUNT AND TERMS OF THE LOAN
SECTION 2.01. The Loan
The Initial Lender agrees, on the terms and conditions hereinafter set forth, to make the Loan to the Borrower denominated in Euro in an amount equal to such Lender's Commitment.
SECTION 2.02. Making the Loan
The Loan shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the Drawdown Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Such notice (the " Notice of Borrowing ") shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested initial Interest Period for the Loan. Each Lender shall, before 11:00 A.M. (London time) on the Drawdown Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent's Account, in same day funds, such Lender's ratable portion of the Loan. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower to an account designated by the Borrower in the Notice of Borrowing.

SECTION 2.03. [Intentionally deleted]
SECTION 2.04. [Intentionally deleted]
SECTION 2.05. [Intentionally deleted]


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SECTION 2.06. Repayment
The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Loan then outstanding.
SECTION 2.07. Interest
(a)   Scheduled Interest . The Borrower shall pay interest on the unpaid principal amount of the Loan from the Drawdown Date until such principal amount shall be paid in full at a rate per annum equal at all times during each Interest Period to the sum of (x) the Eurocurrency Rate for such Interest Period plus (y) the Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months, from the first day of such Interest Period and on the date the Loan is paid in full.
(b)      Default Interest . Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Administrative Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (" Default Interest ") on (i) the unpaid principal amount of the Loan, payable in arrears on the dates referred to in clause (a) above, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on the Loan pursuant to clause (a) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% per annum above the Prime Rate; provided , however , that, following acceleration of the Loan pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder upon demand.
SECTION 2.08. Interest Rate Determination
(a) If, with respect to the Loan (i) the Initial Lender is unable to obtain matching deposits in the London interbank market at or about 11:00 A.M. (London time) on the second Business Day before the Drawdown Date in sufficient amounts to fund the Loan or (ii) the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for the Loan will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective portions of the Loan for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Borrower will prepay the Loan on the last day of the then existing Interest Period therefor.
(b)      If the Borrower shall fail to select the duration of any Interest Period in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, the Borrower will be deemed to have chosen an Interest Period of three months, unless such Interest Period would end after the Termination Date, in which case such Interest Period will be of such shorter duration as will cause such Interest Period to end on the Termination Date.
SECTION 2.09. [Intentionally deleted]

SECTION 2.10. Prepayments of Loan
The Borrower may, at any time on or after November 25, 2016, upon notice at least two Business Days' prior to the date of such prepayment to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Loan in whole or in part, together with accrued interest to the date

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of such prepayment on the principal amount prepaid; provided , however, that (x) each partial prepayment shall be in an aggregate principal amount not less than €5,000,000 or €1,000,000 in excess thereof and (y) the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c). Amounts prepaid pursuant to Section 2.10 cannot be reborrowed.
SECTION 2.11. Increased Costs
(a) If, due to any Change in Law, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the Loan (excluding for purposes of this Section 2.11 any such increased costs resulting from (1) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (2) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.
(b)      If any Lender determines that Change in Law affects or would affect the amount of capital required or expected to be maintained by such Lender or any Person controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such Person in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.
SECTION 2.12. Illegality
Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make, to fund or maintain its portion of the Loan hereunder the Loan will automatically, upon such demand, bear interest at the Prime Rate until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.
SECTION 2.13. Payments and Computations
(a) (i)The Borrower shall make each payment hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, the Loan not later than 11:00 A.M. (London time) on the day when due in Euro to the Administrative Agent, by deposit of such funds to the Agent's Account in same day funds, and (ii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of

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this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b)      The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the other Loan Documents, to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due.
(c)      All computations of interest based on the Prime Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurocurrency Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
(d)      Whenever any payment hereunder or under the other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided , however, that, if such extension would cause payment of interest on or principal of the Loan to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
(e)      Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder or under the other Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the cost of funds incurred by the Administrative Agent in respect of such amount.
(f)      To the extent that the Administrative Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any of the other Loan Documents in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.13, the Administrative Agent shall be entitled to convert or exchange such funds into the required currencies, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.13; provided that the Borrower and each of the Lenders hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower, such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.13(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange unless such loss, cost or expense or such failure is the result of fraudulent acts or omissions, gross negligence or willful misconduct of the Administrative Agent; and provided , further, that the Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs

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and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.13(f) except to the extent such losses, costs or expenses arose as a result of fraudulent acts or omissions, gross negligence or willful misconduct of the Administrative Agent.
(g)      If, and for so long as, any Defaulting Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(e), the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender under this Agreement for the benefit of the Administrative Agent to satisfy such Lender's obligations to it under such Section until all such unsatisfied obligations are fully paid, in any order as determined by the Administrative Agent in its discretion.
SECTION 2.14. Taxes
(a) Any and all payments by or on behalf of the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any of the other Loan Documents shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, assessments, fees, charges or withholdings, and all liabilities with respect thereto, excluding , in the case of each Lender and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non‑excluded taxes, levies, imposts, deductions, assessments, fees, charges, withholdings and liabilities in respect of payments hereunder or under any of the other Loan Documents being hereinafter referred to as " Taxes "). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any of the other Loan Documents or any other documents to be delivered hereunder or thereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(b)      In addition, the Borrower shall be liable for the payment of and shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under any of the other Loan Documents or any other documents to be delivered hereunder or thereunder or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or any of the other Loan Documents or any other documents to be delivered hereunder or thereunder (hereinafter referred to as " Other Taxes ").
(c)      The Borrower shall indemnify each Lender and the Administrative Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. A certificate as to

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the amount of such payment or liability delivered to the Borrower by such Lender or the Administrative Agent shall be conclusive absent manifest error.
(d)      Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any payment hereunder or under the Notes or any other documents to be delivered hereunder by or on behalf of the Borrower through an account or branch outside the United States or by or on behalf of the Borrower by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e) below, the terms " United States " and " United States person " shall have the meanings specified in Section 7701 of the Internal Revenue Code.
(e)      Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of the Initial Lender and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Administrative Agent and the Borrower with two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided , however , that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. Without limiting any of the above, if any Lender would be entitled to claim, with respect to a payment from the Borrower that is a United States person, as defined by Section 7701(a)(30) of the Internal Revenue Code, or that is otherwise a United States-source payment, the benefits of the exemption from United States withholding tax for portfolio interest under section 881(c) of the Internal Revenue Code, such Lender shall also deliver a certificate to the effect that such Lender is not (A) a "bank" within the meaning of section 881 (c)(3)(A) of the Internal Revenue Code, (B) a "10 percent shareholder" of the Borrower within the meaning of section 881 (c)(3)(B) of the Internal Revenue Code, or (C) a "controlled foreign corporation" described in section 881 (c)(3)(C) of the Internal Revenue Code. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.
(f)      For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form, certificate or other document described in Section 2.14(e) ( other than if such failure is due to a Change in Law occurring subsequent to the date on which a form, certificate or other document originally was required to be provided, or if such form otherwise is not required under subsection (e)

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above), such Lender shall not be entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the United States of America solely by reason of such failure; provided , however , that should a Lender become subject to Taxes because of its failure to deliver a form, certificate or other document required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.
SECTION 2.15. Sharing of Payments, Etc.
If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set‑off, or otherwise) on account of the principal of the Loan owing to it (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its ratable share of payments on account of the Loan obtained by all the Lenders holding the Loan, such Lender shall forthwith purchase from the other Lenders such participations in the Loan owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set‑off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
SECTION 2.16. Evidence of Debt
(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the Loan, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of the Loan. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the principal amount of the Loan owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount of the Commitment of such Lender.
(b)      The Register maintained by the Administrative Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Loan made hereunder and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender's share thereof.
(c)      Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the applicable Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided , however , that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the

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Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.
SECTION 2.17. Use of Proceeds
The proceeds of the Loan shall be available (and the Borrower agrees that it shall use such proceeds) for general corporate purposes of the Borrower and its Subsidiaries. The Borrower agrees that it shall apply the proceeds of the Loan in compliance with all applicable laws.
SECTION 2.18. [Intentionally deleted]
SECTION 2.19. [Intentionally deleted ]

ARTICLE III
CONDITIONS TO EFFECTIVENESS AND LENDING
SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01
Section 2.01 of this Agreement shall become effective on and as of the first date (the " Effective Date ") occurring on or prior November 28, 2014 on which the following conditions precedent have been satisfied:
(a)      There shall have occurred no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole since December 31, 2013.
(b)      Except for the Disclosed Matters, there shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.
(c)      All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d)      The Borrower shall have notified the Administrative Agent in writing as to the proposed Effective Date.
(e)      The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent) payable on or prior to the Effective Date to the extent and as previously agreed in writing.

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(f)      On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i)      The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii)      No event has occurred and is continuing that constitutes a Default.
(g)      The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender:
(i)      The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii)      Certified copies of the resolutions of the Board of Directors and the Executive Committee of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(iii)      A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder or thereunder.
(iv)      Written evidence (which may include telecopy transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement.
SECTION 3.02. [Intentionally deleted]
SECTION 3.03. Conditions Precedent to the Loan
The obligation of the Initial Lender to make the Loan shall be subject to the conditions precedent that the Effective Date shall have occurred and, on the Drawdown Date, (a) the following statements shall be true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Loan shall constitute a representation and warranty by the Borrower that such statements are true):
(i)      the representations and warranties contained in Section 4.01 (except the representations and warranties set forth in subsection (h)(i) thereof and in subsection (l) thereof) are correct on and as of such date, before and after giving effect to the Loan, and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and
(ii)      no event has occurred and is continuing, or would result from the making of the Loan, or from the application of the proceeds therefrom, that constitutes a Default;
and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

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SECTION 3.04. [Intentionally deleted]
SECTION 3.05. Determinations Under Section 3.01
. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying such Lender's objection thereto. The Administrative Agent shall promptly notify the Lenders and the Borrower in writing of the occurrence of the Effective Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Borrower
The Borrower represents and warrants as follows:
(a)      It is a corporation validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, with all requisite corporate authority to own its properties and to carry on the business in which it is engaged; and it is duly qualified to transact the business in which it is engaged and is in good standing (to the extent such concept is recognized) in those jurisdictions in which the real or personal property owned or leased or the business conducted by it are material to its operations, except where failure to so qualify would not have a Material Adverse Effect.
(b)      It has the corporate power and authority to execute, deliver and perform this Agreement, to make the Loan provided for herein, to execute and deliver each of the other Loan Documents to which it is a party and to perform its obligations under each of the other Loan Documents to which it is a party; and all such action has been duly authorized by all necessary corporate proceedings on its part.
(c)      The audited consolidated balance sheets and related consolidated statements of income, shareholders' equity, comprehensive income and cash flows contained in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 have been prepared in accordance with GAAP and present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and 2012 and the results of operations and cash flows of the Borrower and its Consolidated Subsidiaries for each of the three fiscal years ending on December 31, 2013, 2012 and 2011. The unaudited consolidated balance sheets and related consolidated statements of income contained in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, have been prepared in accordance with GAAP applicable to interim unaudited financial statements and, except for changes resulting from audit and normal year-end adjustments and for the absence of footnotes and other information required to be included in audited financial statements prepared in accordance with GAAP, present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries as of September 30, 2014, and the results of operations of the Borrower and its Consolidated Subsidiaries for the fiscal quarter then ended.

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(d)      Neither the execution and delivery of this Agreement or any of the other Loan Documents to which it is a party, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof or thereof, will violate or result in a breach (i) of any of the terms, conditions or provisions of the Restated Articles of Incorporation or bylaws of the Borrower; or (ii) of any order, writ, injunction or decree of any court or any law or regulation of the Federal government, the State of New York or any state in which the real or personal property owned or leased or the business conducted by the Borrower or any of its Subsidiaries is material to their respective operations, or any instrumentality of such government; or (iii) of any agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it is bound, the violation or breach of which would have a Material Adverse Effect or would constitute a default thereunder which default would have a Material Adverse Effect; or (iv) of any agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it is bound which would result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property of the Borrower or any of its Subsidiaries, which lien, charge or encumbrance would have a Material Adverse Effect.
(e)      This Agreement and each of the other Loan Documents to which it is a party have been duly and validly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights.
(f)      Each of the Borrower and its Subsidiaries has fulfilled its obligations under ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, except for such failures or non-compliance as would not have a Material Adverse Effect. No Reportable Event has occurred and is continuing with respect to any Plan, except for such Reportable Events as would not have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has incurred any liability to PBGC or under ERISA and the Internal Revenue Code with respect to any Plan, except for premiums not yet due and payable or liabilities as would not have a Material Adverse Effect.
(g)      No authorization, consent, approval, license or other action by, and no registration or filing with, any government agency or instrumentality is necessary in connection with the execution and delivery of this Agreement or the Notes, the consummation of the transactions herein contemplated or the performance of or compliance with the terms and conditions hereof and thereof, except for such authorizations, consents, approvals, licenses or other actions by, and such registrations or filings with, such government agencies or instrumentalities as have been or will be timely made or obtained.
(h)      There is no threatened or, to the knowledge of the Borrower, pending proceeding by or before any court, government agency or instrumentality or arbitrator against or affecting the Borrower or any of its Subsidiaries which (i) except for the Disclosed Matters, if adversely decided would have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.
(i)      No part of the Loan or proceeds of any extension of credit hereunder will be utilized for the purpose of enabling the Borrower to buy or carry any Margin Stock and neither the Borrower nor any Subsidiary is in the business of extending credit to others for such purpose.
(j)      (i) The Borrower and its Subsidiaries have good and marketable title to, or valid leasehold interests in, all of their respective material properties and assets, except for minor defects in title

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that do not materially interfere with the ability to conduct their respective businesses as currently conducted or to utilize such properties and assets for their intended purposes.
(ii)      The Borrower and its Subsidiaries have complied with all obligations under all material leases to which each of them is a party and all such leases are in full force and effect, except where failure to so comply would not have a Material Adverse Effect. The Borrower and its Subsidiaries enjoy peaceful and undisturbed possession under all such material leases, except where the lack of such peaceful and undisturbed possession would not have a Material Adverse Effect.
(iii)      The Borrower and its Subsidiaries own or possess all the patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and rights with respect to the foregoing necessary to own and operate their respective properties and to carry on their respective business as presently conducted and as presently planned to be conducted without conflict with the rights of others in any manner that would have a Material Adverse Effect.
(k)      No statement made by the Borrower in any certificate, report or document furnished by or on behalf of the Borrower under or in connection with this Agreement or any of the other Loan Documents is false or misleading in any material respect and no such certificate, report or document omits to state a material fact necessary to make the statements contained therein not misleading.
(l)      Since December 31, 2013 there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
(m)      The Borrower has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower except for any taxes or assessments that the Borrower is contesting in good faith. The charges, accruals and reserves on the books of the Borrower in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.
(n)      The Borrower and its Subsidiaries are in compliance in all material respects with all laws and regulations relating to the protection of the environment except where the failure to do so, either singly or in the aggregate, would not have a Material Adverse Effect.
(o)      The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.
(p)      Other than Liens permitted pursuant to Section 5.02(c) and Liens which would not result in a Material Adverse Effect, no Lien exists over all or any of the present or future revenues or assets of the Borrower or any of its Subsidiaries.
(q)      No financial statement contained in any filing by the Borrower with the United States Securities and Exchange Commission when filed is false or misleading in any material respect or omits to state a material fact necessary to make the statements contained therein not misleading.
(s)      Neither the Borrower, nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of the Borrower is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (" OFAC "); and the Borrower will not directly or indirectly use the proceeds of any of the Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person currently subject to any United States sanctions administered by

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OFAC or for the purpose of financing any activity that is prohibited as to United States Persons under United States sanctions administered by OFAC.
As used in this Section 4.01, "material" shall mean material in the context of the financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01. Affirmative Covenants
So long as any part of the Loan shall remain unpaid, the Borrower will:
(a)      Reports, Financial Statements and Other Information . (i)  File or cause to be filed with the United States Securities and Exchange Commission in compliance with the requirements thereof each Current Report on Form 8-K, Quarterly Report on Form 10-Q and Annual Report on Form 10-K required to be filed by the Borrower and deliver to the Administrative Agent, within 120 days of the end of each fiscal year of the Borrower, a certificate of the chief financial officer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with the ratio of Total Indebtedness of the Borrower and its Consolidated Subsidiaries to Total Capitalization as provided in Section 5.02(b) hereof, provided that, to the extent that any Lender is required pursuant to applicable law to obtain directly from the Borrower any financial statements included in any such report filed with the United States Securities and Exchange Commission, the Borrower shall promptly provide such financial statements upon reasonable request of such Lender through the Administrative Agent; (ii) concurrently with the delivery of financial statements under clause (i) above, a certificate of a financial officer of the Borrower (A) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (B) setting forth reasonably detailed calculations demonstrating compliance with Section 5.02(b); (iii) promptly furnish to the Administrative Agent for distribution to the Lenders, subject to reasonable confidentiality requirements if appropriate, such information respecting the financial condition and affairs of the Borrower as the Administrative Agent or any Lender through the Administrative Agent may reasonably require; and (iv) promptly after the commencement thereof, furnish to the Administrative Agent for distribution to the Lenders, subject to reasonable confidentiality requirements if appropriate, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(h), provided that the Borrower shall have no obligation to furnish the notice referred to in this clause (iv) with respect to such actions or proceedings referred to in Section 4.01(h)(i) which are not reasonably likely to be adversely decided.
(b)      Notice of Default . Within five days after any officer of the Borrower obtains knowledge of any Default or Event of Default, the Borrower will provide to each Lender a certificate of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.
(c)      Maintenance of Properties . Maintain and keep, and shall cause its Subsidiaries to maintain and keep, their respective properties in such repair, working order and condition, and make or cause to be made all such needful and proper repairs, renewals and replacements thereto, as in the judgment of the Borrower are necessary and in the interests of the Borrower or such Subsidiary; provided , however , subject

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to Section 5.02(d), that nothing in this Section 5.01(c) shall prevent the Borrower (or any Subsidiary thereof) from selling, abandoning or otherwise disposing of any of its respective businesses from time to time if, in the judgment of the Borrower or such Subsidiary, such sale, abandonment, disposition or discontinuance is advisable.
(d)      Existence; Business and Properties . Do or cause to be done, except in the case of any of its Subsidiaries where the failure to do so would not have a Material Adverse Effect, all things necessary to preserve, renew and keep in full force and effect its legal existence in its jurisdiction of incorporation, and do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business as its board of directors shall determine in its judgment.
(e)      Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and environmental laws.
(f)      Maintenance of Insurance . Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates; provided , however , that the Borrower and its Subsidiaries may self-insure to the extent consistent with prudent business practice as reasonably determined by the Borrower and such Subsidiary.
SECTION 5.02. Negative Covenants
So long as any part of the Loan shall remain unpaid, the Borrower will not, and will not permit any of its Restricted Subsidiaries (or (i) in the case of clause (b) below, its Consolidated Subsidiaries and (ii) in the case of clauses (f) and (g) below, its Subsidiaries) to:
(a)      Sale of Assets, Consolidation, Merger, etc. (i) Sell, transfer or lease all or substantially all of the assets, business or property of (A) the Borrower or (B) the Borrower and its Restricted Subsidiaries on a consolidated basis; or (ii) enter into any merger or consolidation, unless the Borrower or such Restricted Subsidiary shall be the surviving corporation.
(b)      Financial Undertaking . Permit the ratio of Total Indebtedness to Total Capitalization to exceed 60% at any time.
(c)      Secured Debt . Issue, assume, guarantee, create or incur any Secured Debt without effectively providing that the Loan (together with, if the Borrower shall so determine, any other Indebtedness of the Borrower or such Restricted Subsidiary then existing or thereafter created ranking equally with the Loan, including Guarantees of Indebtedness of others) shall be secured equally and ratably with (or prior to) such Secured Debt so long as such Secured Debt shall be so secured, except that this Section 5.02(c) shall not apply to Secured Debt secured by:
(i)      mortgages on property of any corporation existing at the time such corporation becomes a Subsidiary;
(ii)      mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or to secure any Indebtedness incurred prior to,

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at the time of or within 90 days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof;
(iii)      mortgages on particular property to secure Indebtedness incurred in financing all or any part of the cost of exploration or development of such property, or to secure all or any part of the cost of improvements to such property which is, in the opinion of the board of directors of the Borrower, substantially unimproved, or to secure any Indebtedness incurred to provide funds for such purpose;
(iv)      mortgages on property in favor of the United States of America or any State thereof, or any other country, or any political subdivision of any of the foregoing, to secure payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages;
(v)      mortgages which secure Indebtedness owing to the Borrower or a Wholly-owned Restricted Subsidiary by a Subsidiary of the Borrower; and
(vi)      any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referred to in the foregoing clauses (i) to (v), inclusive, or of any Indebtedness secured thereby; provided that such extension, renewal or replacement mortgage shall be limited to all or any part of the same property that secured the mortgage extended, renewed or replaced (plus improvements on such property).
As used in clauses (i) through (vi) above, the terms "mortgage" or "mortgages" shall include pledges, liens, and security interests.
Notwithstanding the foregoing provisions of this Section 5.02(c), the Borrower and any one or more Restricted Subsidiaries may, without equally and ratably securing the Loan, issue, assume, guarantee, create or incur Secured Debt which would otherwise be subject to the foregoing restrictions if, after giving effect to the Secured Debt to be issued, assumed, guaranteed, created or incurred, the sum of (a) the aggregate amount of all such Secured Debt of the Borrower and its Restricted Subsidiaries (not including Secured Debt permitted under clauses (i) through (vi) above) and (b) the aggregate value of the Sale and Leaseback Transactions (as defined in Section 5.02(d)) in existence at such time (except Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 5.02(d)(i)(B)) does not exceed 5% of the Shareholders' Interest.
(d)      Limitation on Sales and Leasebacks and Transfers of Assets to Unrestricted Subsidiaries .
(i)      Enter into any arrangement with any bank, insurance company or other lender or investor, or to which any such lender or investor is a party, providing for the leasing to the Borrower or such Restricted Subsidiary of any real property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such real property by the lessee will be discontinued) which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such real property (herein referred to as a " Sale and Leaseback Transaction ") unless either:
(A)      the Borrower or such Restricted Subsidiary could create Secured Debt secured by a mortgage, in accordance with Section 5.02(c), on the real property to be leased, in an

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amount equal to the value (as hereinafter defined) of such Sale and Leaseback Transaction, without equally and ratably securing the Loan, or
(B)      the Borrower applies (and in any case the Borrower covenants that it will apply) within 120 days after the Sale and Leaseback Transaction, regardless of whether such Sale and Leaseback Transaction may have been made by the Borrower or by a Restricted Subsidiary, an amount equal to the greater of (i) the net proceeds of the sale of the real property leased pursuant to such Sale and Leaseback Transaction and (ii) the fair value of the real property so leased at the time of entering into such Sale and Leaseback Transaction (as determined by the board of directors of the Borrower) to the retirement of Funded Debt of the Borrower; provided that the amount to be applied to the retirement of Funded Debt of the Borrower shall be reduced by
(1)      the principal amount of the Loan outstanding on the date of the Sale and Leaseback Transaction repaid by the Borrower within 120 days after such Sale and Leaseback Transaction, and
(2)      the principal amount of Funded Debt, other than Loan, voluntarily retired by the Borrower within 120 days after such sale;
provided that no repayment or retirement referred to in this clause (B) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision.
For purposes of this Section 5.02(d) and Section 5.02(c), the term " value " shall mean, with respect to a Sale and Leaseback Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds of the sale of the real property leased pursuant to such Sale and Leaseback Transaction and (ii) the fair value of the real property so leased at the time of entering into such Sale and Leaseback Transaction (as determined by the board of directors of the Borrower), divided first by the number of full years in the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease.
(ii)      Transfer any assets which, in the reasonable opinion of the board of directors of the Borrower, constitute a major manufacturing or research property, plant or facility of the Borrower and its Restricted Subsidiaries, taken as a whole, to any Unrestricted Subsidiary.
(e)      Margin Stock . Purchase or hold any Margin Stock if more than 25% of the value of its assets (as defined in said Regulation U) is or would be represented by Margin Stock.
(f)      Accounting Changes . Make or permit any change in accounting policies or reporting practices, except as required or permitted by United States or applicable foreign generally accepted accounting principles or by the United States Securities and Exchange Commission or the Public Company Accounting Oversight Board or any similar foreign governmental agency or instrumentality.
(g)      Change in Nature of Business . Change the primary nature of its business from manufacturing and selling coatings and related products.

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ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01. Events of Default
If any of the following events (" Events of Default ") shall occur and be continuing:
(a)      (i) The Borrower shall default (whether as direct obligor or guarantor) in the payment of principal of the Loan when due; or (ii) the Borrower shall default (whether as direct obligor or guarantor) in the payment of any interest, fee or any other amount payable under this Agreement or under any other Loan Document and such default shall have continued for a period of five (5) Business Days thereafter;
(b)      The Borrower shall default (whether as direct obligor or guarantor) (i) in any payment of principal of or interest on any other obligation for borrowed money in excess of $50,000,000 in unpaid principal amount beyond any period of grace provided with respect thereto, or (ii) in the performance of any other agreement, term or condition contained in any agreement under which any such other obligation for borrowed money in excess of $50,000,000 is created and shall not have cured such default within any period of grace provided by such agreement, if the effect of such default is to cause, or permit the holder or holders of such obligation (or a trustee or agent on behalf of such holder or holders) to cause, such obligation to become due prior to its stated maturity;
(c)      Any representation or warranty made herein or pursuant hereto by the Borrower, or any certificate furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished;
(d)      The Borrower shall default in the performance of any covenant contained in Section 5.01(b) or Section 5.02 hereof;
(e)      The Borrower shall default in the performance of any other covenant, term, condition or provision of this Agreement or any other Loan Document and such default shall not be remedied for a period of thirty (30) days after written notice thereof to the Borrower from the Administrative Agent at the request of any Lender;
(f)      A final judgment or order for the payment of money in excess of $50,000,000 shall be rendered by a court of record against the Borrower and such judgment or order shall not be appealable and shall continue unsatisfied and unstayed for a period of thirty (30) days;
(g)      Any of the following shall have occurred: (i) any person or group of persons shall have acquired beneficial ownership of a majority in interest of the outstanding Voting Stock of the Borrower (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) unless such acquisition of beneficial ownership is approved by a majority of the Incumbent Board (as such term is defined in clause (ii) of this paragraph (g)), or (ii) individuals who, as of the date of this Agreement were directors of the Borrower, together with any replacement or additional directors whose election was recommended

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by or who were elected by a majority of directors then in office (such directors together herein called the " Incumbent Board "), cease to constitute a majority of the board of directors of the Borrower;
(h)      A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in such proceeding;
(i)      The Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Borrower or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability generally to pay its debts as they become due, or shall take any corporate action in furtherance of any of the foregoing; or
(j)      The Borrower shall fail to meet its minimum funding requirements under ERISA with respect to any Plan or if any Plan shall be terminated by act of the PBGC or a trustee shall be appointed for any Plan, except when such failure is of an amount which is not material to the financial condition of the Borrower or such termination or appointment would not result in the imposition on the Borrower of material liability, or when such failure is the result of contesting such minimum funding requirements in good faith and the Borrower has established on its books any reserve which is required by GAAP with respect thereto;
then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make the Loan to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loan, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided , however , that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make the Loan shall automatically be terminated and (B) the Loan, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

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ARTICLE VII
[Intentionally deleted]
ARTICLE VIII
THE ADMINISTRATIVE AGENT
SECTION 8.01. Authorization and Action
Each of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided , however , that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, the other Loan Documents or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or the other Loan Documents.
SECTION 8.02. Administrative Agent's Reliance, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made the Loan as the holder of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on the part of the Borrower or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

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SECTION 8.03. SMBC and Affiliates
With respect to its Commitment, the Loan made by it and the Note issued to it, SMBC shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include SMBC in its individual capacity. SMBC and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if SMBC were not the Administrative Agent and without any duty to account therefor to the Lenders. The Administrative Agent shall have no duty to disclose information obtained or received by it or any of its affiliates relating to the Borrower or its Subsidiaries to the extent such information was obtained or received in any capacity other than as Administrative Agent.
SECTION 8.04. Lender Credit Decision
Each of the Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(c) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.
SECTION 8.05. Indemnification
The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Loan then owed to each of them (or if no principal is at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement (collectively, the " Indemnified Costs "), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Administrative Agent's fraudulent acts or omissions, gross negligence or willful misconduct, and provided , further , that the obligations of each Lender that shall cease to be a party to this Agreement in accordance with Section 9.07 shall terminate on the date of the applicable assignment except to the extent any claim hereunder relates to an event arising prior to such assignment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out‑of‑pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.
SECTION 8.06. Successor Administrative Agent

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The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a financial institution organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
SECTION 8.07. [Intentionally deleted]
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Amendments, Etc.
No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (i) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby in addition to the Required Lenders, do any of the following: (a) increase the Commitments of the Lenders, (b) reduce the principal of, or interest on, the Loan or any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Loan or any fees or other amounts payable hereunder, (d) extend the termination date of any Commitment, or (e) change the Pro Rata Share of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loan, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (c) release the Borrower or otherwise limit the Borrower's liability with respect to the obligations owing to the Administrative Agent and the Lenders or (d) amend this Section 9.01; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note.
SECTION 9.02. Notices, Etc.
(a) All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed or delivered, (i) if to the Borrower, at One PPG Place, Pittsburgh, Pennsylvania 15272, telecopy number

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412-434-4416, Attention: Treasurer, with a copy to the Borrower at One PPG Place, Pittsburgh, Pennsylvania 15272, telecopy number 412-434-2490, Attention: Senior Vice President and General Counsel; (ii) if to any Lender, at its at its address (or telecopy number) set forth in its Administrative Questionnaire; and (iii) if to the Administrative Agent, at its address at 277 Park Avenue. 6 th Floor, New York, NY 10172, telecopy number (212) 593-9514, Attention: CBDA-2 and, if such notice or other communication relates to borrowings of, or payments or prepayments of, or the duration of Interest Periods for the Loan, at 277 Park Avenue. 6 th Floor, New York, NY 10172, telecopy number (212) 593‑9514, Attention: BCDAD-Loan Services Department or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, telecopied, telegraphed or telexed, be effective when deposited in the mails, telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VIII shall not be effective until received by the Administrative Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.
(b)      Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
SECTION 9.03. No Waiver; Remedies
No failure on the part of the Borrower, any Lender, or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 9.04. Costs and Expenses
(a) The Borrower agrees to pay all reasonable and customary out-of-pocket costs and expenses of the Administrative Agent (within 10 days of receipt of a written itemized statement, together with supporting documentation, identifying in reasonable detail the amounts of such costs and expenses) incurred in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder, including, without limitation, all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto. The Borrower further agrees to pay all costs and expenses, if any, of the Administrative Agent and the Lenders incurred in connection with the enforcement of this Agreement, any of the other Loan Documents and the other documents to be delivered hereunder or thereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a).

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(b)      The Borrower agrees to indemnify and hold harmless the Administrative Agent, and each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents and advisors (each, an " Indemnified Party ") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the other Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loan or (ii) the actual or alleged presence of hazardous materials on any property of the Borrower or any of its Subsidiaries or any environmental action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's fraudulent acts or omissions, gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equity holders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to this Agreement, any of the other Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loan.
(c)      If (x) any payment or prepayment of principal of the Loan is made by the Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period, as a result of a payment or prepayment pursuant to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or (ii) as a result of a payment or prepayment pursuant to Section 2.08, 2.10 or 2.12, (y) any assignment of the Loan is made by any Lender other than on the last day of as a result of a demand by the Borrower pursuant to Section 9.07(a) or (z) the Borrower fails for any reason (including without limitation because applicable conditions precedent have not been satisfied) to borrow the Loan, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment, assignment or failure to borrow, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain the Loan. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in this Section 9.04(c) delivered to the Borrower shall be conclusive absent demonstrable error.
(d)      Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.
SECTION 9.05. Right of Set‑off
Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time

31

held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set‑off and application, provided that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set‑off) that such Lender and its Affiliates may have.
SECTION 9.06. Binding Effect
This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower, the Administrative Agent, and the Initial Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall have no right to assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and the Lenders.
SECTION 9.07. Assignments and Participations
(a) Each Lender may and, if demanded by the Borrower will (following (x) a demand by such Lender pursuant to Section 2.11 or 2.14 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least five Business Days' notice to such Lender and the Administrative Agent, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the principal amount of the Loan owing to it and the Note or Notes held by it); provided , however , that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €10,000,000 unless otherwise agreed by the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Lender's rights and obligations under this Agreement (including, without limitation, all of such Lender's Commitment, the principal amount of the Loan owing to it and the Note or Notes held by it) and (y) be arranged by the Borrower after receipt of the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any

32

Note subject to such assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided , however , that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(b)      By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.
(c)      Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
(d)      The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loan owing to, each Lender from time to time (the " Register "). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the

33

Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(e)      Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the principal amount of the Loan owing to it and any Note or Notes held by it); provided , however , that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement and the other Loan Documents, (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any of the other Loan Documents, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or thereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.
(f)      Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.
(g)      Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the principal amount of the Loan owing to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
SECTION 9.08. Confidentiality
None of the Administrative Agent or any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a) to the Administrative Agent's, such Lender's Affiliates and their officers, directors, employees, agents and advisors, (b) as contemplated by Section 9.07(f), to actual or prospective assignees and participants, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations ( provided , such assignees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.08 or other provisions at least as restrictive as this Section 9.08) in each case only on a confidential need-to-know basis, (c) as required by any law, rule or regulation or judicial process and (d) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or financial institutions.
SECTION 9.09. Governing Law

34

This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 9.10. Execution in Counterparts
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 9.11. Judgment
(a)      If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at its principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.
(b)      If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Euro into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Euro with Dollars at its principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.
(c)      The obligation of the Borrower in respect of any sum due from it in any currency (the " Primary Currency ") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to remit to the Borrower such excess.
SECTION 9.12. Jurisdiction, Etc.
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The Borrower hereby consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto

35

agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by applicable law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.
(b)      Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
SECTION 9.13. Substitution of Currency
If a change with respect to Euro occurs pursuant to any applicable law, rule or regulation of any governmental, monetary or multinational authority, this Agreement (including, without limitation, the definition of Eurocurrency Rate) will be amended to the extent determined by the Administrative Agent (acting reasonably and in consultation with the Borrower) to be necessary to reflect the change in currency and to put the Lenders and the Borrower in the same position, so far as possible, that they would have been in if no change with respect to Euro had occurred.
SECTION 9.14. [ Intentionally deleted]

SECTION 9.15. Waiver of Jury Trial
EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
SECTION 9.16. USA PATRIOT ACT
Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title iii of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act.
SECTION 9.17. No Fiduciary Duty
The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the " Lenders "), may have economic interests that conflict with those of the Borrower, its stockholders and/or their Affiliates.  The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other.  The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including

36

the exercise of rights and remedies hereunder and thereunder) are arm's-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person.  The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.  The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.









37

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
PPG INDUSTRIES, INC.
By /s/ Eric K. Thiele             
Name: Eric K. Thiele
Title: Treasurer
U.S. Federal Tax Identification No. for the Borrower :
25-0730780
Address for the Borrower :
One PPG Place
Pittsburgh, Pennsylvania 15272
SUMITOMO MITSUI BANKING CORPORATION,
as Administrative Agent
By /s/ James D. Weinstein         
Name: James D. Weinstein
Title: Managing Director
Commitment: €500,000,000
SUMITOMO MITSUI BANKING CORPORATION,
as Initial Lender
By /s/ James D. Weinstein         
Name: James D. Weinstein
Title: Managing Director



EXHIBIT A - FORM OF
PROMISSORY NOTE
€_______________      Dated: _______________, 201_
FOR VALUE RECEIVED, the undersigned, PPG INDUSTRIES, INC., a Pennsylvania corporation (the " Borrower "), HEREBY PROMISES TO PAY to the order of _________________________ (the " Lender ") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Term Loan Agreement referred to below) the principal sum of €[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Loan made by the Lender to the Borrower pursuant to the Term Loan Agreement dated as of November 20, 2014 among the Borrower, Sumitomo Mitsui Banking Corporation, as Initial Lender and as Administrative Agent for the other Lenders from time to time parties thereto (as amended, supplemented or otherwise modified from time to time, the " Term Loan Agreement "; the terms defined therein being used herein as therein defined) outstanding on such date.
The Borrower promises to pay interest on the unpaid principal amount of the Loan from the Drawdown Date until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement.
Both principal and interest in respect of the Loan are payable in Euro at the Payment Office in same day funds. The Loan owing to the Lender by the Borrower pursuant to the Term Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.
This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) provides for the making of the Loan by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the amount first above mentioned, the indebtedness of the Borrower resulting from the Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
PPG INDUSTRIES, INC.
By________________________         
Name:
Title:


ADVANCES AND PAYMENTS OF PRINCIPAL


Date

Amount of
Loan
Amount of
Principal Paid
or Prepaid

Unpaid Principal
Balance

Notation
Made By
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 








EXHIBIT B
FORM OF NOTICE OF BORROWING

[Date]
Sumitomo Mitsui Banking Corporation,
as Administrative Agent for the Lenders
parties to the Term Loan Agreement referred to below
277 Park Avenue
New York, NY 10172
Attention: BCDAD-Loan Services Department
Ladies and Gentlemen:
The undersigned, PPG Industries, Inc., refers to the Term Loan Agreement, dated as of November 20, 2014 (as amended, supplemented or otherwise modified from time to time, the " Term Loan Agreement ", the terms defined therein being used herein as therein defined), among PPG Industries, Inc., a Pennsylvania corporation (the " Borrower "), Sumitomo Mitsui Banking Corporation, as Initial Lender, and Sumitomo Mitsui Banking Corporation, as Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Term Loan Agreement that the undersigned hereby requests the Loan under the Term Loan Agreement, and in that connection sets forth below the information relating to such borrowing (the " Proposed Borrowing ") as required by Section 2.02(a) of the Term Loan Agreement:
(i)      The Drawdown Date of the Loan is November [__], 2014.
(ii)      The principal amount of the Loan is €500,000,000.
(iii)      The initial Interest Period for the Loan is _____ month[s].]
Please make the Loan available to the following account:
[insert payment instructions]
The undersigned hereby certifies that the following statements are true on the date hereof:
(A)      the representations and warranties contained in Section 4.01 of the Term Loan Agreement (except the representations and warranties set forth in subsection (h)(i) thereof and in subsection (l) thereof) are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
(B)      no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.
Very truly yours,
PPG INDUSTRIES, INC.
By_______________________             
Name:
Title:


EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Term Loan Agreement dated as of November 20, 2014 (as amended, supplemented or otherwise modified from time to time, the " Term Loan Agreement ") among PPG Industries, Inc., a Pennsylvania corporation (the " Borrower "), the Lenders (as defined in the Term Loan Agreement), and Sumitomo Mitsui Banking Corporation, as Administrative Agent for the Lenders (the " Administrative Agent "). Terms defined in the Term Loan Agreement are used herein with the same meaning.
The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as follows:
1.      The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Term Loan Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Term Loan Agreement. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Loan owing to the Assignee will be as set forth on Schedule 1 hereto.
2.      The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Term Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Term Loan Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Term Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note[, if any,] held by the Assignor [and requests that the Administrative Agent exchange such Note for a new Note payable to the order of [the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant hereto and] the Assignor in an amount equal to the Commitment retained by the Assignor under the Term Loan Agreement[, respectively,] as specified on Schedule 1 hereto].
3.      The Assignee (i) confirms that it has received a copy of the Term Loan Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers and discretion under the Term Loan Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Term Loan Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under Section 2.14 of the Term Loan Agreement.
4.      Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for


this Assignment and Acceptance (the " Effective Date ") shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto.
5.      Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Term Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Term Loan Agreement.
6.      Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Term Loan Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Term Loan Agreement and the Notes for periods prior to the Effective Date directly between themselves.
7.      This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.
8.      This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.


IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.
Schedule 1
to
Assignment and Acceptance
Percentage interest assigned:                          _____%
Assignee's Commitment:                          €______
Aggregate outstanding principal amount of the Loan assigned:          €______
Principal amount of Note payable to Assignee:                  €______
Principal amount of Note payable to Assignor:                  €______
Effective Date * :      _______________, 201_
[NAME OF ASSIGNOR], as Assignor
By_______________________             
Name:
Title:
Dated: _______________, 201_
[NAME OF ASSIGNEE], as Assignee
By             
Name:
Title:
Dated: _______________, 201_
Eurocurrency Lending Office:
[Address]


________________________
* This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Administrative Agent.


Accepted and Approved this
__________ day of _______________, 201_
SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent

By__________________________                     
Name:
Title:
[Approved this __________ day
of _______________, 201_
PPG INDUSTRIES, INC., as Borrower

By________________________] *
Name:
Title:





























______________________________
*      Required if no Event of Default has occurred and is continuing and the Assignee is not an Affiliate of the Assignor.

Exhibit 12

PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(Dollars in millions)

 
Year ended December 31
 
2014
2013
 
2012
 
2011
 
2010
 
 
Earnings:
 
 
 
 
 
 
 
 
 
 
Earnings before income taxes and net earnings in equity affiliates
$
1,308

$
1,229

 
$
814

 
$
936

 
$
778

 
 
Plus:
 
 
 
 
 
 
 
 
 
 
Fixed charges exclusive of capitalized interest
280

284

 
281

 
280

 
263

 
 
Amortization of capitalized interest
6

6

 
6

 
6

 
6

 
 
Adjustments for equity affiliates
5

9

 
12

 
19

 
6

 
 
Total
$
1,599

$
1,528

 
$
1,113

 
$
1,241

 
$
1,053

 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
 
Interest expense incl amortization of debt discount/premium and debt expense
$
187

$
197

 
$
210

 
$
210

 
$
189

 
 
Rentals - portion representative of interest
93

87

 
71

 
70

 
74

 
 
Fixed charges exclusive of capitalized interest
280

284

 
281

 
280

 
263

 
 
Capitalized interest
16

10

 
8

 
9

 
7

 
 
Total
$
296

$
294

 
$
289

 
$
289

 
$
270

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
5.4

5.2

 
3.9

 
4.3

 
3.9

 
 

Note: The financial information of all prior periods has been reclassified to reflect discontinued operations.



Exhibit 13.1
PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
Market Information, Dividends and Holders of Common Stock
For the Year Ended December 31, 2014

Market Information
Stock Exchange Listings
PPG common stock is traded on the New York Stock Exchange (symbol:PPG).

Quarterly Stock Market Price
 
2014
 
2013
Quarter Ended
High
 
Low
 
High
 
Low
March 31
$
201.29

 
$
173.83

 
$
147.99

 
$
128.20

June 30
213.01

 
185.18

 
160.83

 
130.56

September 30
211.66

 
196.38

 
172.21

 
144.58

December 31
233.67

 
171.56

 
190.07

 
160.76


Dividends
 
2014
 
2013
Month of Payment
Amount (Millions)
 
Per Share
 
Amount (Millions)
 
Per Share
March
$
85

 
$
0.61

 
$
84

 
$
0.59

June
92

 
0.67

 
87

 
0.61

September
92

 
0.67

 
88

 
0.61

December
92

 
0.67

 
86

 
0.61

Total
$
361

 
$
2.62

 
$
345

 
$
2.42


PPG has paid uninterrupted annual dividends since 1899. The latest quarterly dividend of 67 cents per share was approved by the board of directors on January 15, 2015, payable March 12, 2015 to shareholders of record February 20, 2015.
Holders of Common Stock
The number of holders of record of PPG common stock as of January 31, 2015 was 15,519 as shown on the records of the Company’s transfer agent.



Exhibit 13.2
PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
Selected Financial Data
(Millions, except per share amounts)


 
 
Year Ended December 31
 
 
2014
 
2013
 
2012
 
2011
 
2010
Net Sales
 
$
15,360

 
$
14,265

 
$
12,686

 
$
12,304

 
$
11,168

Amounts Attributable to PPG
 
 
 
 
 
 
 
 
 
 
Continuing Operations
 
$
1,133

 
$
950

 
$
663

 
$
778

 
$
537

Discontinued Operations
 
$
969

 
$
2,281

 
$
278

 
$
317

 
$
232

Net income (attributable to PPG)
 
$
2,102

 
$
3,231

 
$
941

 
$
1,095

 
$
769

Earnings per common share:
 
 
 
 
 
 
 
 
 
 
Continuing Operations
 
$
8.19

 
$
6.62

 
$
4.32

 
$
4.94

 
$
3.26

Discontinued Operations
 
$
7.01

 
$
15.91

 
$
1.81

 
$
2.02

 
$
1.41

Net Income
 
$
15.20

 
$
22.53

 
$
6.13

 
$
6.96

 
$
4.67

Earnings per common share - assuming dilution:
 
 
 
 
 
 
 
 
 
 
Continuing Operations
 
$
8.10

 
$
6.55

 
$
4.27

 
$
4.88

 
$
3.23

Discontinued Operations
 
$
6.93

 
$
15.72

 
$
1.79

 
$
1.99

 
$
1.40

Net Income
 
$
15.03

 
$
22.27

 
$
6.06

 
$
6.87

 
$
4.63

Dividends per share
 
$
2.62

 
$
2.42

 
$
2.34

 
$
2.26

 
$
2.18

Total assets
 
$
17,583

 
$
15,863

 
$
15,878

 
$
14,382

 
$
14,975

Long-term debt
 
$
3,544

 
$
3,372

 
$
3,368

 
$
3,574

 
$
4,043


Note: The financial information of all prior periods has been reclassified to reflect discontinued operations.



Exhibit 21
PPG Industries, Inc.
And Consolidated Subsidiaries

Subsidiaries of the Registrant
December 31, 2014


Significant subsidiaries included in the 2014 consolidated financial statements of the Company are:
United States:
Percentage of Voting Power
 
Pinetree Stockholding Corporation - Delaware
100

 
PPG Architectural Finishes, Inc. - Delaware
100

 
PPG Capital LLC - Delaware
100

 
PPG Industries Fiber Glass Products, Inc. - Delaware
100

 
PPG Industries International, Inc. - Delaware
100

 
PPG Industries Ohio, Inc. - Delaware
100

 
PPG Industries Securities, LLC - Delaware
100

 
PPG Kansai Automotive Finishes U.S., LLC - Delaware
60

 
PRC-DeSoto International, Inc. - California
100

 
Sierracin Corporation - Delaware
100

 
Sierracin/Sylmar Corporation - California
100

 
The CEI Group, Inc. - Pennsylvania
75

 
Vanex, Inc. - Delaware
100

 
 
 
Other Americas:
 
 
Alermac Inversiones, S.A. de C.V. - Mexico
100

 
American Finishes Inversiones S.A. - Chile
100

 
A P Resinas, S.A. de C.V. - Mexico
100

 
Comercial Mexicana de Pinturas, S.A. de C.V. - Mexico
100

 
Consorsio Comex, S.A. de C.V. - Mexico
100

 
Distribuidora Korma, S.A. de C.V. - Mexico
100

 
Empresa AGA, S.A. de C.V. - Mexico
100

 
Fabrica de Pinturas Universales, S.A. de C.V. - Mexico
100

 
Grupo Comex, S.A. de C.V. - Mexico
100

 
Kemzus, S.A. de C.V. - Mexico
100

 
PPG ALESCO Automotive Finishes Mexico, S. de R.L. de C.V. - Mexico
60

 
PPG Architectural Coatings Canada, Inc. - Canada
100

 
PPG Architectural Coatings (Puerto Rico) Inc. - Puerto Rico
100

 
PPG Canada Inc. - Canada
100

 
PPG Industrial do Brasil - Tintas E. Vernizes - Ltda. - Brazil
100

 
PPG Industries Argentina S.R.L. - Argentina
100

 
PPG Industries Colombia Ltda. - Colombia
100

 
PPG Industries de Mexico, S.A. de C.V. - Mexico
100

 
PPG Kansai Automotive Finishes Canada, LP - Canada
60

 
Varossieau Suriname NV - Suriname
51.01

 
 
 
EMEA:
 
 
Brown Brothers Distribution Limited - United Kingdom
100

 
Compagnie Equatoriale des Peintures - Cameroon
51.50

 
Dyrup A/S - Denmark
100



 
Dyrup SAS - France
100

 
EPIC Insurance Co. Ltd. - Bermuda
100

 
Gabonaise de Peintures et Laques - Gabon
51.01

 
Group 26 Diversified Holdings Ireland - Ireland
100

 
Johnstone's Paints Limited - United Kingdom
100

 
Kalon Investment Company Limited- United Kingdom
100

 
Kalon South Africa Proprietary Limited - South Africa
100

 
La Seigneurie Caraibes - Guadeloupe
100

 
La Seigneurie Ocean Indien - La Reunion
51

 
Peinture de Paris SAS - France
99.94

 
PPG AC - France SA - France
99.94

 
PPG Architectural Coatings UK Limited - United Kingdom
100

 
PPG Coatings B.V. - The Netherlands
100

 
PPG Coatings BVBA/SPRL - Belgium
100

 
PPG Coatings Danmark AS - Denmark
100

 
PPG Coatings Deutschland GmbH - Germany
100

 
PPG Coatings Europe B.V. - The Netherlands
100

 
PPG Coatings Manufacturing SARL - France
100

 
PPG Coatings Nederland BV - The Netherlands
100

 
PPG Coatings S.A. - France
99.90

 
PPG Coatings South Africa (Pty) Ltd. - South Africa.
100

 
PPG Deco Czech a.s. - Czech Republic
100

 
PPG Deco Polska sp. z.o.o. - Poland
100

 
PPG Deco Slovakia, s.r.o. - Slovakia
100

 
PPG Deutschland Business Support GmbH - Germany
100

 
PPG Deutschland Sales & Services GmbH - Germany
100

 
PPG Distribution S.A.S. - France
99.94

 
PPG Europe B.V. - The Netherlands
100

 
PPG Finance B.V. - The Netherlands
100

 
PPG France Business Support S.A.S. - France
100

 
PPG France Manufacturing S.A.S. - France
100

 
PPG Holdco SAS - France
100

 
PPG Holdings (U.K.) Limited - United Kingdom
100

 
PPG Ibérica, S.A. - Spain
100

 
PPG Ibérica Sales & Services, S.L. - Spain.
100

 
PPG Industrial Coatings B.V. - The Netherlands
100

 
PPG Industries (UK) Ltd - United Kingdom
100

 
PPG Industries Chemicals B.V. - The Netherlands
100

 
PPG Industries Europe Sàrl - Switzerland
100

 
PPG Industries Fiber Glass B.V. - The Netherlands
100

 
PPG Industries France S.A.S. - France
100

 
PPG Industries Italia S.r.l. - Italy
100

 
PPG Industries Kimya a Sanayi VE Ticaret AS - Turkey
100



 
PPG Industries Lackfabrik GmbH - Germany
100

 
PPG Industries Middle East FZE - U.A.E.
100

 
PPG Industries Netherlands B.V. - The Netherlands
100

 
PPG Industries Poland Sp. Z.o.o. - Poland
100

 
PPG Italia Business Support S.r.l - Italy
100

 
PPG Italia Sales & Service S.r.l. - Italy
100

 
PPG Kansai Automotive Finishes U.K. LLP - United Kingdom
60

 
PPG Luxembourg Finance S.àR.L. - Luxembourg
100

 
PPG Luxembourg Holdings S.àR.L. - Luxembourg
100

 
PPG Polifarb Cieszyn S.A. - Poland
100

 
PPG Premazi CEE (d.o.o.) - Slovenia
100

 
PPG Retail France SAS - France
99.94

 
PPG Service Sud S.r.l. - Italy
100

 
Prominent Paints Proprietary Limited - South Africa
100

 
Schoch Holding AG - Switzerland
100

 
Sigma Marine & Protective Coatings Holding B.V. - The Netherlands
100

 
SigmaKalon (BC) UK Limited - United Kingdom
100

 
SigmaKalon Nigeria Limited - Nigeria
88.2

 
SigmaKalon UK Holding Limited - United Kingdom
100

 
Societe des Anciens Etablissements Peppler - France
99.94

 
Tintas DYRUP, S.A. - Portugal
100

 
Trilak Festékgyartó Korlatolt Felelösségü Tarsasag - Hungary
100

 
 
 
Asia:
 
 
Foshan Bairun Chemicals Co., Ltd. - China.
100

 
PPG Aerospace Materials (Suzhou) Co. Ltd. - China
100

 
PPG Asian Paints Private Ltd. - India
50

 
PPG Coatings (Hong Kong) Co., Limited - Hong Kong
100

 
PPG Coatings (Kunshan) Co., Ltd. - China
100

 
PPG Coatings (Malaysia) Sdn. Bhd. - Malaysia
100

 
PPG Coatings (Shanghai) Co., Ltd. - China
100

 
PPG COATINGS (SINGAPORE) PTE. LTD - Singapore
100

 
PPG Coatings (Suzhou) Company Ltd. - China
100

 
PPG Coatings (Thailand) Co., Ltd. - Thailand
100

 
PPG Coatings (Tianjin) Co., Ltd. - China
100

 
PPG Coatings (Wuhu) Company, Ltd. - China
100

 
PPG Coatings (Zhangjiagang) Co., Ltd. - China
100

 
PPG Industries (Korea) Ltd. - South Korea
100

 
PPG Industries (Singapore) Pte., Ltd. - Singapore
100

 
PPG Industries Australia PTY Limited A.C.N. 055 500 939 - Australia
100

 
PPG Industries New Zealand Limited - New Zealand
100

 
PPG Japan Ltd.- Japan
100

 
PPG Management (Shanghai) Co., Ltd - China
100



 
PPG Packaging Coatings (Suzhou) Co., Ltd. - China
100

 
PPG Paints Trading (Shanghai) Co., Ltd. - China
100

 
PPG PERFORMANCE COATINGS (HONG KONG) LIMITED - Hong Kong
100

 
PPG Performance Coatings (Malaysia) Sdn. Bhd. - Malaysia
100

 
PPG SSC Co., Ltd. - South Korea
80.01

 
PRC-Desoto Australia Pty Ltd. - Australia
100

 
Protec Pty Ltd. A.C.N. 007 857 392 - Australia
100

 
PT. PPG Coatings Indonesia - Indonesia
100

 
Spraylat Coatings (Shanghai) Limited - China
100


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S‑3 No. 333-190216 and Registration Statement on Form S‑8 Nos. 33-64077, 333-118207, 333-124537, 333- 140559, 333-140561, 333-140562, 333-173656, 333- 173657, 333-173658, 333-176852, and 333-192988 of PPG Industries, Inc. of our report dated February 19, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.  


/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
February 19, 2015



Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-190216 on Form S-3 and in Registration Statement Nos. 33-64077, 333-118207, 333-124537, 333- 140559, 333-140561, 333-140562, 333-173656, 333- 173657, 333-173658, 333-176852 and 333-192988 on Form S-8 of our report dated February 21, 2013 (July 29, 2013 as to the effects of the discontinued operations of PPG’s former commodity chemicals business described in Note 2), relating to the 2012 financial statements and financial statement schedule of PPG Industries, Inc., appearing in this Annual Report on Form 10-K of PPG Industries, Inc. for the year ended December 31, 2014.

/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
February 19, 2015





Exhibit 24
PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Stephen F. Angel, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ STEPHEN F. ANGEL
Stephen F. Angel





PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, James G. Berges, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ JAMES G. BERGES
James G. Berges




PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, John V. Faraci, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ JOHN V. FARACI
John V. Faraci







PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Hugh Grant, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ HUGH GRANT
Hugh Grant






PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Victoria F. Haynes, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ VICTORIA F. HAYNES
Victoria F. Haynes






PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Michele J. Hooper, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ MICHELE J. HOOPER
Michele J. Hooper






PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Martin H. Richenhagen, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ MARTIN H. RICHENHAGEN
Martin H. Richenhagen






PPG INDUSTRIES, INC.
POWER OF ATTORNEY
(10-K)
I, Thomas J. Usher, a Director of PPG Industries, Inc. (the “Corporation”), a Pennsylvania corporation, hereby constitute and appoint Charles E. Bunch, Glenn E. Bost II and Frank S. Sklarsky, or any of them, my true and lawful attorneys or attorneys-in-fact, with full power of substitution and revocation, to sign, in my name and on my behalf as a Director of the Corporation, the Corporation’s Form 10-K for the fiscal year ended December 31, 2014, to be filed with the Securities and Exchange Commission, Washington, DC.
WITNESS my hand this 19th day of February, 2015.
 
 
/s/ THOMAS J. USHER
Thomas J. Usher



Exhibit 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Charles E. Bunch, certify that:
1.
I have reviewed this annual report on Form 10-K 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.

/s/ Charles E. Bunch
 
Charles E. Bunch
 
Chairman and Chief Executive Officer
 
February 19, 2015
 



Exhibit 31.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Frank S. Sklarsky, certify that:
1.
I have reviewed this annual report on Form 10-K 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.

/s/ Frank S. Sklarsky
 
Frank S. Sklarsky
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 
February 19, 2015
 



Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of PPG Industries, Inc. for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles E. Bunch, Chairman and Chief Executive Officer of PPG Industries, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.

/s/ Charles E. Bunch
 
Charles E. Bunch
 
Chairman and Chief Executive Officer
 
February 19, 2015
 



Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of PPG Industries, Inc. for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Sklarsky, Executive Vice President and Chief Financial Officer of PPG Industries, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.

/s/ Frank S. Sklarsky
 
Frank S. Sklarsky
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 
February 19, 2015