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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT UNDER SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarter Ended June 30, 2004

 

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 incorporation or organization)   (I.R.S. Employer Identification No.)
One PPG Place, Pittsburgh, Pennsylvania   15272
(Address of principal executive offices)   (Zip Code)

 

(412) 434-3131

(Registrant’s telephone number, including area code)

 


 

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 check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes   x     No   ¨

 

As of June 30, 2004, 171,764,141 shares of the Registrant’s common stock, par value $1.66-  2 / 3 per share, were outstanding.

 



Table of Contents

PPG INDUSTRIES, INC. AND SUBSIDIARIES

 

INDEX

 

     PAGE(S)

Part I. Financial Information

    

Item 1. Financial Statements (Unaudited):

    

Condensed Statement of Income

   2

Condensed Balance Sheet

   3

Condensed Statement of Cash Flows

   4

Notes to Condensed Financial Statements

   5-18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   19-24

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   24

Item 4. Controls and Procedures

   24

Part II. Other Information

    

Item 1. Legal Proceedings

   25-26

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   26-27

Item 4. Submission of Matters to a Vote of Security Holders

   27

Item 5. Other Information

   27

Item 6. Exhibits and Reports on Form 8-K

   27-29

Signature

   30

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Statement of Income (Unaudited)

(Millions, except per share amounts)

 

     Three Months
Ended June 30


   

Six Months

Ended June 30


 
     2004

    2003

    2004

    2003

 

Net sales

   $ 2,429     $ 2,304     $ 4,693     $ 4,375  

Cost of sales

     1,522       1,445       2,963       2,787  
    


 


 


 


Gross profit

     907       859       1,730       1,588  
    


 


 


 


Other expenses (earnings):

                                

Selling, general and administrative

     424       389       851       766  

Depreciation

     90       92       180       182  

Research and development

     74       72       150       144  

Interest

     25       28       48       56  

Amortization

     8       8       15       15  

Asbestos settlement – net (Note 14)

     10       11       15       16  

Business restructuring (Note 5)

     —         3       —         4  

Other income – net

     (22 )     (7 )     (25 )     (9 )
    


 


 


 


Total other expenses – net

     609       596       1,234       1,174  
    


 


 


 


Income before income taxes, minority interest and cumulative effect of accounting change

     298       263       496       414  

Income tax expense

     99       93       168       148  

Minority interest

     16       18       30       30  
    


 


 


 


Income before cumulative effect of accounting change

     183       152       298       236  

Cumulative effect of accounting change, net of tax (Note 2)

     —         —         —         (6 )
    


 


 


 


Net income

   $ 183     $ 152     $ 298     $ 230  
    


 


 


 


Earnings per common share (Note 4):

                                

Income before cumulative effect of accounting change

   $ 1.07     $ 0.90     $ 1.74     $ 1.39  

Cumulative effect of accounting change, net of tax

     —         —         —         (0.03 )
    


 


 


 


Earnings per common share

   $ 1.07     $ 0.90     $ 1.74     $ 1.36  
    


 


 


 


Earnings per common share – assuming dilution (Note 4):

                                

Income before cumulative effect of accounting change

   $ 1.06     $ 0.89     $ 1.73     $ 1.38  

Cumulative effect of accounting change, net of tax

     —         —         —         (0.03 )
    


 


 


 


Earnings per common share – assuming dilution

   $ 1.06     $ 0.89     $ 1.73     $ 1.35  
    


 


 


 


Dividends per common share

   $ 0.45     $ 0.43     $ 0.89     $ 0.86  
    


 


 


 


 

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

 

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Balance Sheet (Unaudited)

 

     June 30
2004


    Dec. 31
2003


 
     (Millions)  

Assets

        

Current assets:

                

Cash and cash equivalents

   $ 583     $ 499  

Receivables-net

     1,845       1,631  

Inventories (Note 6)

     1,025       997  

Other

     437       410  
    


 


Total current assets

     3,890       3,537  

Property (less accumulated depreciation of $5,149 million and $5,054 million)

     2,453       2,566  

Investments

     278       265  

Goodwill (Note 7)

     1,149       1,157  

Identifiable intangible assets (Note 7)

     502       495  

Other assets

     376       404  
    


 


Total

   $ 8,648     $ 8,424  
    


 


Liabilities and Shareholders’ Equity

                

Current liabilities:

                

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

   $ 348     $ 327  

Asbestos settlement (Note 14)

     396       308  

Accounts payable and accrued liabilities

     1,641       1,504  
    


 


Total current liabilities

     2,385       2,139  

Long-term debt

     1,295       1,339  

Asbestos settlement (Note 14)

     426       500  

Deferred income taxes

     97       88  

Other postretirement benefits

     552       532  

Other liabilities

     717       778  
    


 


Total liabilities

     5,472       5,376  
    


 


Commitments and contingent liabilities (Note 14)

                

Minority interest

     116       137  
    


 


Shareholders’ equity:

                

Common stock

     484       484  

Additional paid-in capital

     199       158  

Retained earnings

     6,545       6,399  

Treasury stock

     (3,409 )     (3,428 )

Unearned compensation

     (52 )     (60 )

Accumulated other comprehensive loss (Note 10)

     (707 )     (642 )
    


 


Total shareholders’ equity

     3,060       2,911  
    


 


Total

   $ 8,648     $ 8,424  
    


 


 

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

 

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Statement of Cash Flows (Unaudited)

 

     Six Months Ended June 30

 
     2004

    2003

 
     (Millions)  

Cash from operating activities

   $ 351     $ 412  
    


 


Investing activities:

                

Capital spending

                

Additions to property and investments

     (110 )     (105 )

Business acquisitions, net of cash balances acquired

     (65 )     —    

Reductions of other property and investments

     39       13  
    


 


Cash used for investing activities

     (136 )     (92 )
    


 


Financing activities:

                

Net change in borrowings with maturities of three months or less

     5       (113 )

Proceeds from other short-term debt

     5       10  

Repayment of other short-term debt

     (2 )     (22 )

Proceeds from long-term debt

     —         2  

Repayment of long-term debt

     (17 )     (38 )

Repayment of loans by employee stock ownership plan

     8       15  

Purchase of treasury stock

     (8 )     —    

Issuance of treasury stock, net

     37       4  

Dividends paid

     (153 )     (146 )
    


 


Cash used for financing activities

     (125 )     (288 )
    


 


Effect of currency exchange rate changes on cash and cash equivalents

     (6 )     4  
    


 


Net increase in cash and cash equivalents

     84       36  

Cash and cash equivalents, beginning of period

     499       117  
    


 


Cash and cash equivalents, end of period

   $ 583     $ 153  
    


 


 

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

 

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

 

Notes to Condensed Financial Statements (Unaudited)

 

1. Financial Statements

 

The condensed financial statements included herein are unaudited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial position of PPG Industries, Inc. and subsidiaries (the Company or PPG) at June 30, 2004, and the results of their operations for the three and six month periods ended June 30, 2004 and 2003 and their cash flows for the six month periods then ended. These condensed financial statements should be read in conjunction with the financial statements and notes included in PPG’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year.

 

2. Newly Adopted Accounting Standards

 

Effective January 1, 2004, PPG adopted the fair value method of recording stock-based compensation, as defined in Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of January 1, 2004 using the modified prospective transition method. See Note 13, “Stock-Based Compensation” for additional information.

 

Effective January 1, 2003, PPG adopted the provisions of SFAS No. 143, “Accounting for 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. This standard requires the Company to recognize 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. Adoption of this standard on January 1, 2003 resulted in an increase in noncurrent assets, current liabilities and noncurrent liabilities of $4 million, $1 million and $9 million, respectively, and a cumulative effect adjustment reducing net income by $6 million aftertax, or $0.03 a share – assuming dilution. The provisions of this standard did not have a material impact on the results of operations for the six months ended June 30, 2004.

 

3. Other New Accounting Standard

 

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” Interpretation No. 46 requires unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse the risks and rewards of ownership among their owners and other parties involved. The provisions of Interpretation No. 46 were applicable immediately to all variable interest entities created after January 31, 2003 and variable interest entities in which an

 

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enterprise obtains an interest in after that date, and for variable interest entities created before this date, the provisions were initially effective July 1, 2003. PPG’s adoption of this interpretation in the third quarter of 2003 did not have a material effect on the Company’s results of operations or financial condition. In December 2003, the FASB issued a revision to Interpretation No. 46; however, it had no impact on PPG’s adoption.

 

4. Earnings Per Common Share

 

The following table presents the earnings per common share calculations for the three and six months ended June 30, 2004 and 2003.

 

     Three Months
Ended June 30


  

Six Months

Ended June 30


(Millions, except per share amounts)    2004

   2003

   2004

   2003

Earnings per common share

                           

Net income

   $ 183    $ 152    $ 298    $ 230

Weighted average common shares outstanding

     171.6      169.7      171.4      169.6
    

  

  

  

Earnings per common share

   $ 1.07    $ 0.90    $ 1.74    $ 1.36
    

  

  

  

Earnings per common share - assuming dilution

                           

Net income

   $ 183    $ 152    $ 298    $ 230

Weighted average common shares outstanding

     171.6      169.7      171.4      169.6

Effect of dilutive securities:

                           

Stock options

     0.7      0.1      0.7      0.1

Other stock compensation plans

     0.6      0.8      0.7      0.7
    

  

  

  

Potentially dilutive common shares

     1.3      0.9      1.4      0.8
    

  

  

  

Adjusted weighted average common shares outstanding

     172.9      170.6      172.8      170.4
    

  

  

  

Earnings per common share - assuming dilution

   $ 1.06    $ 0.89    $ 1.73    $ 1.35
    

  

  

  

 

5. Acquisitions and Business Restructuring

 

During the first quarter 2004 the Company acquired the remaining one-third minority interest in PPG Iberica, S.A., a Spanish automotive and industrial coatings producer, for $61 million. The purchase price allocation, completed during the second quarter of 2004, resulted in an excess of purchase price over the fair value of net assets acquired, which has been reflected as an addition to goodwill.

 

In 2003, the Company recorded a charge of $6 million for restructuring actions related to our coatings and glass segments. This charge was for severance benefits for 93 employees. These actions have been completed.

 

In 2002, the Company recorded a charge of $81 million for restructuring and other related activities comprised of $66 million for severance and other costs and $15 million for asset

 

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dispositions. In 2003, $2 million of the initial $81 million charge, primarily related to the coatings segment, was reversed to income. The workforce reductions covered by this charge are substantially complete; however, as of June 30, 2004, $10 million of this reserve remained to be spent. Of this amount $1 million relates to lease costs that will be paid through September 30, 2004. The remaining reserve of $9 million relates to a group of approximately 75 employees in Europe, whose terminations have been concluded under a different social plan than was assumed when the reserve was recorded, 57 of whom have already been released, with the remaining terminations to occur by March 31, 2005. Under the terms of this social plan, severance payments will be paid to these 75 individuals through 2008.

 

6. Inventories

 

Inventories as of June 30, 2004 and December 31, 2003 are detailed below.

 

    

June 30

2004


  

Dec. 31

2003


     (Millions)

Finished products

   $ 612    $ 601

Work in process

     125      111

Raw materials

     160      157

Supplies

     128      128
    

  

Total

   $ 1,025    $ 997
    

  

 

Most domestic and certain foreign inventories are valued using the last-in, first-out method. If the first-in, first-out method of inventory valuation had been used, inventories would have been $176 million and $172 million higher at June 30, 2004 and December 31, 2003, respectively.

 

7. Goodwill and Other Identifiable Intangible Assets

 

The change in the carrying amount of goodwill attributable to each business segment for the six months ended June 30, 2004 was as follows:

 

     Coatings

    Glass

    Chemicals

    Total

 
     (Millions)  

Balance, December 31, 2003

   $ 1,045     $ 84     $ 28     $ 1,157  

Goodwill from acquisitions

     9       —         —         9  

Currency translation

     (15 )     (1 )     (1 )     (17 )
    


 


 


 


Balance, June 30, 2004

   $ 1,039     $ 83     $ 27     $ 1,149  
    


 


 


 


 

The carrying amount of acquired trademarks with indefinite lives as of June 30, 2004 and December 31, 2003 totaled $144 million.

 

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The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and are detailed below.

 

     June 30, 2004

   December 31, 2003

     Gross
Carrying
Amount


   Accumulated
Amortization


    Net

   Gross
Carrying
Amount


   Accumulated
Amortization


    Net

     (Millions)

Acquired technology

   $ 351    $ (113 )   $ 238    $ 352    $ (104 )   $ 248

Other

     201      (81 )     120      179      (76 )     103
    

  


 

  

  


 

Balance

   $ 552    $ (194 )   $ 358    $ 531    $ (180 )   $ 351
    

  


 

  

  


 

 

In both 2004 and 2003, the aggregate amortization expense related to these identifiable intangible assets for the three and six months ended June 30 was $8 million and $15 million, respectively. As of June 30, 2004, estimated future amortization expense of identifiable intangible assets is as follows: $15 million for the remaining two quarters of 2004 and $29 million, $28 million, $28 million, $24 million and $23 million in 2005, 2006, 2007, 2008 and 2009, respectively.

 

8. Pension and Other Postretirement Benefits

 

The net periodic pension costs for the three and six months ended June 30, 2004 and 2003 were as follows:

 

     Pensions

 
    

Three Months

Ended June 30


    Six Months
Ended June 30


 
     2004

    2003

    2004

    2003

 
     (Millions)  

Service cost

   $ 16     $ 14     $ 32     $ 29  

Interest cost

     46       42       91       83  

Expected return on plan assets

     (54 )     (42 )     (103 )     (82 )

Amortization of prior service cost

     6       5       10       9  

Amortization of actuarial losses

     20       24       40       47  
    


 


 


 


Net periodic pension cost

   $ 34     $ 43     $ 70     $ 86  
    


 


 


 


 

The net periodic other postretirement benefit costs for the three and six months ended June 30, 2004 and 2003 were as follows:

 

     Other Postretirement Benefits

    

Three Months

Ended June 30


  

Six Months

Ended June 30


     2004

    2003

   2004

    2003

     (Millions)

Service cost

   $ 6     $ 5    $ 13     $ 11

Interest cost

     17       17      34       32

Amortization of prior service cost

     (1 )     1      (2 )     1

Amortization of actuarial losses

     9       7      18       13
    


 

  


 

Net periodic other postretirement benefit cost

   $ 31     $ 30    $ 63     $ 57
    


 

  


 

 

While PPG has no mandatory funding contribution required in 2004 for our U.S. pension plans, under Pension Benefit Guaranty Corporation or IRS regulations, the Company made a voluntary contribution of $100 million in April 2004 and has approval from the PPG Board of Directors to contribute up to an additional $100 million later in 2004. We expect to make contributions to our non-U.S. pension plans in 2004 of approximately $45 million, of which approximately $30 million was contributed as of June 30, 2004.

 

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On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) that provides several options for Medicare eligible participants and employers, including a federal subsidy payable to companies that elect to provide a retiree prescription drug benefit which is at least actuarially equivalent to Medicare Part D. The Act provides for a two-year transitional period to allow for, among other items, the possibility that companies may amend existing plans. Significant uncertainties exist for companies both as to the direct effects of the Act and its ancillary effects on plan participants’ behavior and health care costs. As such, the effects of the Act are not reflected in the accumulated postretirement benefit obligation as of December 31, 2003 or in the net periodic postretirement benefit cost for the three and six months ended June 30, 2004. PPG is currently evaluating the provisions of the Act and its potential impact to our postretirement medical plans, which we believe will ultimately reduce our accumulated postretirement benefit obligation and other postretirement benefit costs for 2004 and may require the Company to change its previously reported information.

 

9. Business Segment Information

 

Business segment net sales and operating income for the three and six months ended June 30, 2004 and 2003 were as follows:

 

    

Three Months

Ended June 30


   

Six Months

Ended June 30


 
     2004

    2003

    2004

    2003

 
     (Millions)  

Net sales:

                                

Coatings

   $ 1,354     $ 1,249     $ 2,628     $ 2,373  

Glass

     584       574       1,121       1,090  

Chemicals

     491       481       944       912  
    


 


 


 


Total (a)

   $ 2,429     $ 2,304     $ 4,693     $ 4,375  
    


 


 


 


Operating income:

                                

Coatings (b)

   $ 223     $ 205     $ 408     $ 347  

Glass

     68       28       91       34  

Chemicals (b)

     49       69       89       114  
    


 


 


 


Total

     340       302       588       495  

Interest expense – net

     (22 )     (26 )     (43 )     (51 )

Asbestos settlement – net

     (10 )     (11 )     (15 )     (16 )

Compensation cost associated with stock options (Note 13)

     (4 )     —         (11 )     —    

Other unallocated corporate expense – net (b)

     (6 )     (2 )     (23 )     (14 )
    


 


 


 


Income before income taxes, minority interest and cumulative effect of accounting change (c)

   $ 298     $ 263     $ 496     $ 414  
    


 


 


 



(a) Intersegment net sales for the three and six months ended June 30, 2004 and 2003 were not material.

 

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(b) Prior to 2004, the pension and other postretirement benefit costs for U.S. salaried retirees were allocated to businesses based on their active U.S. salaried payroll dollars. In 2004, the Company revised its allocation method to more appropriately reflect these costs by business based on the salaried retiree’s work location at retirement. For comparative purposes, segment operating income for 2003 in the above table has been revised to reflect this change in allocation method, which resulted in an increase in our coatings segment operating income of approximately $3 million and $6 million, a reduction in our chemicals segment operating income of approximately $1 million and $2 million and an increase in other unallocated corporate expense – net of approximately $2 million and $4 million for the three and six months ended June 30, 2003, respectively.

 

(c) Includes for the three and six months ended June 30, 2003, a charge of $5 million and $6 million, respectively, for restructuring actions initiated in 2003, related to the coatings and glass segments. The three and six months ended June 30, 2003 also include a reversal of $2 million of the restructuring reserve originally recorded in 2002 related primarily to the coatings segment.

 

10. Comprehensive Income

 

Total comprehensive income for the three and six months ended June 30, 2004 and 2003 was as follows:

 

     Three Months
Ended June 30


    Six Months
Ended June 30


 
     2004

    2003

    2004

    2003

 
     (Millions)  

Net income

   $ 183     $ 152     $ 298     $ 230  

Other comprehensive income, net of tax:

                                

Currency translation adjustment

     (39 )     112       (64 )     171  

Unrealized losses on marketable securities

     (2 )     —         (3 )     —    

Net change – derivatives (Note 11)

     2       (6 )     2       (3 )
    


 


 


 


       (39 )     106       (65 )     168  
    


 


 


 


Total comprehensive income

   $ 144     $ 258     $ 233     $ 398  
    


 


 


 


 

11. Derivative Financial Instruments

 

PPG uses derivative instruments to manage its exposure to fluctuating natural gas prices through the use of natural gas swap and option contracts. PPG also uses forward currency and option contracts as hedges against its exposure to variability in exchange rates on short-term intercompany borrowings and cash flows denominated in foreign currencies and to translation risk. Interest rate swaps are used to hedge the Company’s exposure to changing interest rates. PPG also uses an equity forward arrangement to hedge a portion of our exposure to changes in the fair value of PPG stock that is to be contributed to the asbestos settlement trust as discussed in Note 14, “Commitment and Contingent Liabilities.” PPG’s policies do not permit speculative use of derivative financial instruments.

 

During the first six months of 2004, other comprehensive income included a net gain due to derivatives of $2 million, net of tax. This gain was comprised of realized gains of $1 million and unrealized gains of $3 million. The realized gains primarily related to the settlement during the period of natural gas contracts offset in part from the settlement of interest rate swaps owned by one of the Company’s investees accounted for under the equity method of accounting. The unrealized gains primarily related to these same instruments.

 

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During the first six months of 2003, other comprehensive income included a net loss due to derivatives of $3 million, net of tax. This loss was comprised of realized gains of $19 million and unrealized gains of $16 million. The realized gains related to the settlement during the period of natural gas and forward currency contracts. The unrealized gains during the period related primarily to the changes in fair value of the natural gas contracts outstanding as of June 30, 2003.

 

In November 2002, PPG entered into a one-year renewable equity forward arrangement with a bank in order to partially mitigate the impact of changes in the fair value of PPG stock that is to be contributed to the asbestos settlement trust as discussed in Note 14, “Commitments and Contingent Liabilities.” This instrument has been renewed for an additional year. In accordance with the terms of this instrument the bank purchased 504,900 shares of PPG stock on the open market at a cost of $24 million through December 31, 2002 and during the first quarter of 2003 the bank purchased an additional 400,000 shares at a cost of $19 million, for a total principal amount of $43 million. PPG recorded income of $4 million and expense of $1 million for the three and six months ended June 30, 2004, respectively, and income of $5 million and $1 million for the three and six months ended June 30, 2003, respectively, for the change in fair value of this instrument, which is reflected in “Asbestos settlement – net” in the condensed statement of income. The fair value of this instrument as of June 30, 2004 and December 31, 2003 was a current asset of $14 million and $15 million, respectively.

 

12. Cash Flow Information

 

Cash payments for interest were $49 million and $58 million for the six months ended June 30, 2004 and 2003, respectively. Net cash payments for income taxes for the six months ended June 30, 2004 and 2003 each totaled $88 million.

 

During the second quarter of 2004, the Company received proceeds of $23 million from the sale/leaseback of precious metals, which are included in “Reductions of other property and investments” in the investing section in the accompanying condensed statement of cash flows. The gain recognized on the sale of these assets was $12 million for the three and six months ended June 30, 2004, which is reflected in “Other income – net” in the accompanying condensed statement of income.

 

13. Stock-Based Compensation

 

A portion of the amounts paid under the Company’s total shareholder return plan and its incentive compensation and management award plans may be paid in PPG common stock. Total compensation cost recognized as expense related to these plans was $11 million and $24 million for the three and six months ended June 30, 2004, respectively, and $14 million and $28 million for the three and six months ended June 30, 2003, respectively.

 

PPG has two stock option plans, the PPG Stock Plan and the Challenge 2000 Stock Plan. Prior to January 1, 2004, PPG applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” in accounting for stock options. Effective January 1, 2004, PPG adopted the fair value method of recording compensation associated with stock options in accordance with SFAS No. 123 for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of January 1, 2004 using the modified prospective transition method. The adoption increased stock-based compensation expense by $3 million aftertax, or 2 cents a share, and $7 million aftertax, or 4 cents a share, for the three and six months ended June 30, 2004, respectively. Additionally, as required under the modified prospective method, PPG has recorded a deferred tax asset of $8 million and a corresponding increase to additional paid-in capital equal to the deferred tax

 

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benefit that would have been recognized had compensation expense been recorded for options outstanding at the date of adoption but not fully vested. The PPG Stock Plan was amended effective January 1, 2004 to change the vesting period for stock options granted after that date from one year to three years. The Company currently expects the full year impact of adoption to increase 2004 stock-based compensation expense by approximately $12 million aftertax, or $0.07 per share. Adoption of the fair value provisions of SFAS No. 123 did not have an impact on the accounting for PPG’s other stock-based compensation.

 

The fair value of stock options issued to employees is measured on the date of grant and recognized as compensation expense over the vesting period. PPG estimates the fair value of stock options using the Black-Scholes option pricing model. The weighted average assumptions used to calculate compensation expense related to stock options for 2004 and the pro forma results presented below were as follows:

 

    

Six Months

Ended June 30


 
     2004

    2003

 

Risk free interest rate

   3.3 %   3.1 %

Expected life of option in years

   5.1     5.1  

Expected dividend yield

   3.2 %   3.0 %

Expected volatility

   31.9 %   32.5 %

 

Had 2003 compensation cost for these PPG stock option plans been determined based upon the estimated fair value at the grant date consistent with the methodology prescribed in SFAS No. 123, net income, earnings per common share and earnings per common share – assuming dilution would have been as follows:

 

(Millions, except per share amounts)   

Three Months

Ended June 30
2003


   

Six Months

Ended June 30
2003


 

Net income

                

Reported net income

   $ 152     $ 230  

Impact of expensing stock options

     (5 )     (11 )
    


 


Pro forma net income

   $ 147     $ 219  
    


 


Earnings per common share

                

Reported earnings

   $ 0.90     $ 1.36  

Impact of expensing stock options

     (0.03 )     (0.07 )
    


 


Pro forma earnings per common share

   $ 0.87     $ 1.29  
    


 


Earnings per common share – assuming dilution

                

Reported earnings

   $ 0.89     $ 1.35  

Impact of expensing stock options

     (0.03 )     (0.07 )
    


 


Pro forma earnings per common share – assuming dilution

   $ 0.86     $ 1.28  
    


 


 

14. 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 product liability, contract, patent, environmental, antitrust and other matters arising out of the conduct of PPG’s business. 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

 

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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 result of any future litigation of such lawsuits and claims is 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.

 

The Company has been named as a defendant, along with various other co-defendants, in a number of antitrust lawsuits, including suits in various state and federal courts alleging that PPG acted with competitors to fix prices and allocate markets in the automotive refinish industry and a federal class action suit relating to certain glass products. The federal automotive refinish cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania located in Philadelphia, Pa. Certain of the defendants in the federal automotive refinish case have settled. That case is still at an early stage and discovery is underway with the remaining defendants. Except for a case in California, the state automotive refinish cases have either been stayed pending resolution of the federal proceedings or have been dismissed. All of the initial defendants in the glass class action antitrust case other than PPG have settled. On May 29, 2003, the U.S. District Court for the Western District of Pennsylvania located in Pittsburgh, Pa. granted PPG’s motion for summary judgment dismissing the claims against PPG in the glass class action antitrust case. The plaintiffs in that case have appealed that order to the U.S. Third Circuit Court of Appeals. PPG believes it has meritorious defenses to these antitrust claims.

 

The Company has been a defendant since April 1994 in a suit filed by Marvin Windows and Doors (Marvin) alleging numerous claims, including breach of warranty. All of the plaintiff’s claims, other than breach of warranty, were dismissed. However, on February 14, 2002, a federal jury awarded Marvin $136 million on the remaining claim. Subsequently, the court added $20 million for interest bringing the total judgment to $156 million. PPG has appealed that judgment. The appeals court has heard the parties’ arguments, but has not yet rendered its decision. Interest will be accrued on the $156 million judgment against PPG during the appeals process. As of June 30, 2004, the amount of the total judgment against PPG, with accrued interest, was $164 million. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal.

 

For over thirty years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. As of June 30, 2004, PPG was one of many defendants in numerous asbestos-related lawsuits involving approximately 116,000 claims. Most of PPG’s potential exposure relates to allegations by plaintiffs that PPG should be liable for injuries involving asbestos-containing thermal insulation products 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.

 

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 aftertax 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 thirty days after the

 

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effective date of a confirmed plan of reorganization for PC substantially in accordance with the settlement arrangement among PPG and several other parties discussed below. 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 (ACC), and the legal representatives of future asbestos claimants appointed in the PC bankruptcy, on the terms of a settlement arrangement relating to asbestos claims against PPG and PC (the “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 that might arise from PC products or operations (the “Corning Settlement Arrangement”).

 

The terms of the PPG Settlement Arrangement and the Corning Settlement Arrangement have been 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 filed on August 18 and November 20, 2003. Creditors and other parties with an interest in the bankruptcy proceeding were entitled to file objections to the disclosure statement and the plan of reorganization, and a few parties filed objections. 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. The Bankruptcy Court established March 2, 2004 as the deadline for receipt of votes. In order to approve the plan, at least two-thirds in amount and more than one-half in number of the allowed creditors in a given class must vote in favor of the plan, and for a plan to contain a channeling injunction for present and future asbestos claims under §524(g) of the Bankruptcy Code, as described below, seventy-five percent of the asbestos claimants voting must vote in favor of the plan. On March 16, 2004, notice was received that the plan of reorganization received the required votes to approve the plan with a channeling injunction. From May 3-7, 2004, 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 plan. At that hearing, creditors and other parties in interest raised objections to the plan. Following that hearing, the Bankruptcy Court set deadlines for the parties to develop agreed-upon and contested Findings of Fact and Conclusions of Law and scheduled oral argument for contested items on November 9, 2004. Sometime after the oral argument, the Bankruptcy Court would enter a confirmation order of the plan if the Bankruptcy Court determines that all requirements to confirm a plan have been satisfied; this order may be appealed to the U.S. District Court for the Western District of Pennsylvania. (The District Court may join the Bankruptcy Court in the confirmation order, in which case an appeal to the District Court would not be necessary.) Assuming that the District Court approves the confirmation order, interested parties could appeal the order to the U.S. Third Circuit Court of Appeals and subsequently to the U.S. Supreme Court. The PPG Settlement Arrangement would not become effective until 30 days after the plan of reorganization was finally approved by an appropriate court order that was no longer subject to appeal (the “Effective Date”).

 

If the PC plan of reorganization incorporating the terms of the PPG Settlement Arrangement were approved by the Bankruptcy Court and all legal requirements under the Bankruptcy Code or otherwise were satisfied, the Court would enter a channeling injunction under §524(g) and

 

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other provisions of the Bankruptcy Code, prohibiting present and future claimants from asserting bodily injury claims 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 also prohibit co-defendants in those cases from asserting claims against PPG or its subsidiaries for contribution, indemnification or other recovery. All such claims would have to be filed with the Trust and only paid from the assets of the Trust.

 

The channeling injunction would not extend to claims against PPG alleging injury caused by asbestos on premises owned, leased or occupied by PPG (so called “premises claims”), or claims alleging property damage resulting from asbestos. Approximately 9,000 of the 116,000 claims pending against PPG and its subsidiaries are premises claims. Many of PPG’s premises claims have been resolved without payment from PPG. To date, PPG has paid about $7 million to settle approximately 1,100 premises claims, virtually all of which has been covered by PPG’s insurers. There are no property damage claims pending against PPG or its subsidiaries. PPG believes that it has adequate insurance for the asbestos claims not covered by the channeling injunction and that any financial exposure resulting from such claims will not have a material effect on PPG’s consolidated financial position, liquidity or results of operations.

 

PPG has no obligation to pay any amounts under the PPG Settlement Arrangement until the Effective Date. PPG and certain of its insurers (along with PC) would then make payments to the Trust, which would provide 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 convey the following assets to the Trust. First, PPG would convey the stock it owns in PC and Pittsburgh Corning Europe. Second, PPG would transfer 1,388,889 shares of PPG’s common stock. Third, PPG would make 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 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. Under the payment schedule, the amounts due June 30, 2003 and 2004 are $75 million and $98 million, respectively. In addition to the conveyance of these assets, PPG would pay $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 are not participating in the settlement, the rights to which would be assigned to the Trust by PPG.

 

PPG’s participating historical insurance carriers would make cash payments to the Trust of approximately $1.7 billion between the Effective Date and 2023. 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. In addition, as referenced above, PPG would assign to the Trust its rights, insofar as they relate to the asbestos claims to be resolved by the Trust, to the proceeds of policies issued by certain insurance carriers that are not participating in the PPG Settlement Arrangement and from the estates of insolvent insurers and state insurance guaranty funds.

 

PPG would grant asbestos releases to all participating insurers, subject to a coverage-in-place agreement with certain insurers for the continuing coverage of premises claims (discussed above). PPG would grant certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. PPG would also grant certain other participating excess insurers credit against their product liability coverage limits.

 

In the second quarter of 2002, an initial charge of $772 million was recorded for the estimated cost of the PPG Settlement Arrangement which included the net present value as of December 31, 2002, using a discount rate of 5.5% of the aggregate cash payments of approximately $998

 

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million to be made by PPG to the Trust. That amount also included the carrying value of PPG’s stock in Pittsburgh Corning Europe, the fair value as of June 30, 2002 of 1,388,889 shares of PPG common stock and $30 million in legal fees of the Trust to be paid by PPG, which together with the first payment originally scheduled to be made to the Trust on June 30, 2003, were reflected in the current liability for PPG’s asbestos settlement in the balance sheet as of June 30, 2002. The net present value at that date of the remaining payments of $566 million was recorded in the noncurrent liability for asbestos settlement. The following table summarizes the impact on our income statement for the three and six months ended June 30, 2004 and 2003 resulting from the PPG Settlement Arrangement including the change in fair value of the stock to be transferred to the asbestos settlement trust and the equity forward instrument (see Note 11, “Derivative Financial Instruments”) and the increase in the net present value of the future payments to be made to the Trust.

 

    

Three Months

Ended June 30


    Six Months
Ended June 30


 
     2004

    2003

    2004

    2003

 
     (Millions)  

Increase (decrease) in expense:

                                

Change in fair value:

                                

PPG stock

   $ 6     $ 8     $ (2 )   $ 1  

Equity forward instrument

     (4 )     (5 )     1       (1 )

Accretion of asbestos liability

     8       8       16       16  
    


 


 


 


Asbestos settlement – net expense

   $ 10     $ 11     $ 15     $ 16  
    


 


 


 


 

The fair value of the equity forward instrument is $14 million and $15 million as of June 30, 2004 and December 31, 2003, respectively, and is included as an other current asset in the accompanying condensed balance sheet. The amounts due June 30, 2003, 2004 and 2005 of $75 million, $98 million and $90 million, respectively, under the fixed payment schedule described above, are included in the current asbestos settlement liability in the accompanying condensed balance sheet, which is $396 million and $308 million as of June 30, 2004 and December 31, 2003, respectively. The net present value of the remaining payments is included in the long-term asbestos settlement liability in the accompanying condensed balance sheet, which totaled $426 million and $500 million as of June 30, 2004 and December 31, 2003, respectively. It is expected that accretion expense associated with the asbestos liability will continue to be approximately $8 million per quarter through the end of 2004 and will be slightly less through 2005.

 

Because the filing of asbestos claims against the Company has been enjoined since April 2000, a significant number of additional claims may be filed against the Company if the Bankruptcy Court stay were to expire. If the PPG Settlement Arrangement is not implemented, for any reason, and the Bankruptcy Court stay expires, the Company intends to vigorously defend the pending and any future asbestos claims against it and its subsidiaries. The Company believes that it is not responsible for any injuries caused by PC products, which represent the preponderance of the pending bodily injury claims against it. Prior to 2000, PPG had never been found liable for any such claims, in numerous cases PPG had been dismissed on motions prior to trial, and aggregate settlements by PPG to date have been immaterial. In January 2000, in a trial in a state court in Texas involving six plaintiffs, the jury found PPG not liable. However, a week later in a separate trial also in a state court in Texas, another jury found PPG, for the first time, partly responsible for injuries to five plaintiffs alleged to be caused by PC products. PPG intends to appeal the adverse verdict in the event the settlement does not become effective. Although PPG has successfully defended asbestos claims brought against it in the past, in view of the number of claims, and the questionable verdicts and awards that other companies have experienced in asbestos litigation, the result of any future litigation of such claims is inherently unpredictable.

 

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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. As of June 30, 2004 and December 31, 2003, PPG had reserves for environmental contingencies totaling $81 million and $92 million, respectively. Pretax charges against income for environmental remediation costs for the three and six months ended June 30, 2004 totaled $2 million and $5 million, respectively, and $0 million and $2 million, respectively, for the three and six months ended June 30, 2003, and are included in “Other income – net” in the accompanying condensed statement of income. Cash outlays related to such environmental remediation aggregated $16 million and $8 million for the six months ended June 30, 2004 and 2003, respectively.

 

Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time. Over the past 10 years the pretax charges against income have ranged between $10 million and $49 million per year. We anticipate that charges against income in 2004 will be within that range. It is possible, however, that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter this expectation. 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.

 

In addition to the amounts currently reserved, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $200 million to $400 million, which range is unchanged from the prior year end. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. The Company’s environmental contingencies are expected to be resolved over an extended period of time.

 

Although the unreserved exposure to future loss relates to all sites, a significant portion of such exposure involves three operating plant sites in our chemicals segment. Initial remedial actions are occurring at these sites. Studies to determine the nature of the contamination are reaching completion and the need for additional remedial actions, if any, is presently being evaluated. The loss contingencies related to the remaining portion of such unreserved exposure include significant unresolved issues such as the nature and extent of contamination, if any, at these other sites and the methods that may have to be employed should remediation be required. The most significant of these sites is the Calcasieu River estuary, near our Lake Charles, La. chemicals plant. The U.S. Environmental Protection Agency (USEPA) has completed investigation of contamination levels in the Calcasieu River estuary and issued a Final Remedial Investigation Report in September 2003, which incorporates the Human Health and Ecological Risk Assessments, indicating that elevated levels of risk exist in the estuary. PPG and other potentially responsible parties are performing a feasibility study under the authority of the Louisiana Department of Environmental Quality. Current activity is focused on the development of preliminary remedial action goals, which are to be submitted by the end of 2004 for agency approval. These goals will more fully define the nature and extent of any potentially required remedial actions. Based upon the results of the feasibility study, an evaluation will be made to determine, what, if any, role PPG would have with respect to these future potential remedial actions.

 

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

 

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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.

 

The impact of evolving programs, such as natural resource damage claims, industrial site reuse 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 including a recently undertaken formal review by the New Jersey Department of Environmental Protection of its chromium cleanup guidelines, which may potentially impact PPG’s ongoing chrome remediation activities.

 

In June 2003, our partner in a fiber glass joint venture in South America filed for bankruptcy. Upon resolution of the bankruptcy proceedings, the partner’s ownership interest may transfer to one of its senior secured creditors or be sold. While PPG expects operations at the joint venture to continue, the Company is currently evaluating its options with respect to this venture, which include its sale or the liquidation of the venture. Should liquidation occur, PPG’s exposure to loss would be limited to $12 million, which includes a combination of the Company’s investment, outstanding receivables and a loan guarantee related to this venture.

 

The Company accrues for product warranties at the time the products are sold based on historical claims experience. As of June 30, 2004 and December 31, 2003, the reserve for product warranties was $4 million and $3 million, respectively. Pretax charges against income for product warranties and the related cash outlays were not material for the three and six months ended June 30, 2004 and 2003.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Performance in Second Quarter of 2004 Compared to Second Quarter of 2003

 

Performance Overview

 

Sales increased 5% for the second quarter of 2004 to $2,429 million compared to $2,304 million for the second quarter of 2003. Increases in volumes across all of our business segments accounted for an increase in sales of 6%, while the positive effects of foreign currency translation, primarily from our European operations, accounted for an additional increase of 2%. Lower selling prices in all of our business segments reduced sales by 3%.

 

The gross profit percentage for the second quarter of 2004 and 2003 was 37.3%. The benefits realized from improved manufacturing efficiencies across all of our business segments and the favorable mix of sales volume growth were offset by the lower selling prices mentioned above, higher energy costs in our glass and chemicals business segments and other inflationary cost increases.

 

Net income and earnings per share – assuming dilution, for the second quarter of 2004 were $183 million and $1.06, respectively, compared to $152 million and $0.89, respectively, for the second quarter of 2003. Net income for the second quarter of 2004 included an aftertax charge of $3 million, or 2 cents a share, to reflect the Company’s decision to begin expensing stock options effective January 1, 2004, as discussed in Note 13. Net income for the second quarter of 2004 also included an aftertax charge of $6 million, or 3 cents a share, to reflect the net change in the current value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14. Net income for the second quarter of 2003 included aftertax charges of $7 million, or 4 cents a share, to reflect the net change in the value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14, and $2 million, or 1 cent a share, for restructuring costs, as discussed in Note 5.

 

Net income for the second quarter of 2004 compared to the second quarter of 2003 was $31 million higher. The improvement in net income was due to the increased sales volumes and the favorable effects of foreign currency translation described above, improved manufacturing efficiencies, higher other income, lower pension and postretirement medical costs and a lower effective tax rate. The lower selling prices described above, the negative effects of inflation, higher energy and overhead costs and increased stock option expense were factors in reducing net income for the second quarter of 2004.

 

Performance of Business Segments

 

Coatings sales increased 8% to $1,354 million for the second quarter of 2004 compared to $1,249 million for the second quarter of 2003. Sales increased 6% due to improved volumes from our architectural, industrial, automotive, aerospace and automotive refinish businesses and 3% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 1% decline due to lower selling prices, principally in our automotive business. Operating income was $223 million for the second quarter of 2004 compared to $205 million for the same quarter in 2003. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation. Factors decreasing operating income were the additional selling expenses in our architectural business, the impact of cost inflation and the lower selling prices described above.

 

Glass sales increased 2% to $584 million for the second quarter of 2004 compared to $574 million for the second quarter of 2003. Sales increased 5% due to improved volumes from our

 

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fiber glass, flat and automotive original equipment businesses, net of lower automotive replacement glass volumes, and 1% due to the positive effects of foreign currency translation. These sales increases were offset by a 4% decline due to lower selling prices throughout our glass business. Operating income was $68 million for the second quarter of 2004 compared to $28 million for the same quarter in 2003. Factors increasing operating income were improved manufacturing efficiencies, higher other income, the higher sales volumes described above and lower overhead costs. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher energy costs.

 

Chemical sales increased 2% to $491 million for the second quarter of 2004 compared to $481 million for the second quarter of 2003. Sales increased 5% due to improved volumes from our commodity and optical products and 1% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 4% decline due to lower selling prices from our commodity and fine chemicals products. Operating income was $49 million for the second quarter of 2004 compared to $69 million for the same quarter in 2003. Factors decreasing operating income were the lower selling prices described above, higher energy costs, the impact of cost inflation, and additional selling and advertising expenses in our optical business. Factors increasing operating income were the higher sales volumes described above and improved manufacturing efficiencies.

 

Performance in the First Six Months of 2004 Compared to the First Six Months of 2003

 

Performance Overview

 

Sales increased 7% for the first six months of 2004 to $4,693 million compared to $4,375 million for the first six months of 2003. Increases in volumes across all of our business segments accounted for an increase of 7%, while the positive effects of foreign currency translation, primarily from our European operations, accounted for an additional increase of 3%. Lower selling prices in all of our business segments reduced sales by 3%.

 

The gross profit percentage increased to 36.9% for the first six months of 2004 compared to 36.3% for the first six months of 2003. The benefits realized from improved manufacturing efficiencies across all of our business segments and the favorable mix of sales volume growth increased our gross profit percentage. Lower selling prices across all of our business segments and higher energy costs in our glass and chemicals business segments decreased our gross profit percentage.

 

Net income and earnings per share – assuming dilution for the first six months of 2004 were $298 million and $1.73, respectively, compared to $230 million and $1.35, respectively, for the first six months of 2003. Net income for the first six months of 2004 included an aftertax charge of $7 million, or 4 cents a share, to reflect the Company’s decision to begin expensing stock options effective January 1, 2004, as discussed in Note 13. Net income for the first six months of 2004 also included an aftertax charge of $9 million, or 5 cents a share, to reflect the net change in the current value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14. Net income for the first six months of 2003 included aftertax charges of $6 million, or 3 cents a share, for the cumulative effect of an accounting change related to the accounting for asset retirement obligations, as discussed in Note 2; $10 million, or 6 cents a share, to reflect the net change in the value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14; and $2 million, or 1 cent a share, for restructuring, as discussed in Note 5.

 

Net income for the first six months of 2004 compared to the first six months of 2003 was $68 million higher. The improvement in net income was due to the increased sales volumes and the favorable effects of foreign currency translation described above, improved manufacturing efficiencies, higher other income, lower pension and postretirement medical costs, lower

 

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interest expense, lower restructuring costs and a lower effective tax rate. The lower selling prices described above, higher energy and overhead costs, the negative effects of inflation and increased stock option expense were factors in reducing net income for the first six months of 2004.

 

Performance of Business Segments

 

Coatings sales increased 11% to $2,628 million for the first six months of 2004 compared to $2,373 million for the first six months of 2003. Sales increased 7% due to improved volumes from our architectural, industrial, automotive, automotive refinish and aerospace businesses and 5% due to the positive effects of foreign currency translation, primarily from our European operations. Sales decreased by 1% due to lower selling prices, principally in our automotive business. Operating income was $408 million for the first six months of 2004 compared to $347 million for the first six months of 2003. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher selling expenses in our architectural business.

 

Glass sales increased 3% to $1,121 million for the first six months of 2004 compared to $1,090 million for the first six months of 2003. Sales increased 6% due to improved volumes from our fiber glass, flat and automotive original equipment businesses, net of lower automotive replacement glass volumes, and 2% due to the positive effects of foreign currency translation. These sales increases were offset by a 5% decline due to lower selling prices throughout our glass business. Operating income was $91 million for the first six months of 2004 compared to $34 million for the first six months of 2003. Factors increasing operating income were improved manufacturing efficiencies, the higher sales volumes described above, higher other income and the favorable effects of foreign currency translation. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher energy costs.

 

Chemicals sales increased 4% to $944 million for the first six months of 2004 compared to $912 million for the first six months of 2003. Sales increased 6% due to improved volumes from our commodity and optical products and 2% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 4% decline due primarily to lower selling prices for our commodity products. Operating income was $89 million for the first six months of 2004 compared to $114 million for the first six months of 2003. Factors decreasing operating income were the lower selling prices described above, higher energy costs and additional selling and advertising expenses in our optical business. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation.

 

Other Factors

 

The increase in “Other income – net” in the accompanying condensed statement of income for the three and six months ended June 30, 2004 as compared to the three and six months ended June 30, 2003 is principally due to a gain resulting from the decision to lease rather than own a portion of the precious metals used in our fiber glass production process, higher royalty income and higher equity earnings.

 

Based on our current estimates, our effective tax rate for the full year 2004 will be approximately 34% compared with an estimate of 35% in the first quarter. We have reflected this change in estimate in the second quarter results of operations.

 

Based on valuations prepared by our actuaries, the Company’s pension and other postretirement benefit costs for 2004 will be approximately $25 million lower than in 2003. This decrease reflects the market driven growth in pension plan assets that occurred in 2003 and

 

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the impact of the $130 million in cash contributed by the Company in 2004. This decrease in costs does not include the benefit of any anticipated reductions resulting from the implementation of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). PPG is currently evaluating the provisions of the Act and its potential impact to our postretirement medical plans, which we believe will ultimately reduce our accumulated postretirement benefit obligation and other postretirement benefit costs in 2004, as discussed in Note 8.

 

Liquidity and Capital Resources

 

Cash from operating activities for the six months ended June 30, 2004 was $351 million compared with $412 million for the comparable period of 2003. Cash contributions made to our pension plans, which reduced cash from operating activities, were $130 million and $26 million for the six months ended June 30, 2004 and 2003, respectively. Cash from operations and the Company’s debt capacity have been and are expected to continue to be sufficient to fund capital spending, share repurchases, dividend payments, contributions to pension plans, amounts due under the asbestos settlement and operating requirements. During the first six months of 2004, the Company repurchased 0.1 million shares of PPG common stock at a cost of $8 million under a previously authorized share repurchase program.

 

During May 2004 the Company renegotiated its U.S. credit agreements. The new facility consists of credit lines totaling $1 billion that expire in 2009. The annual facility fee payable on the committed amounts is 7  1 / 2 basis points. These credit lines are available for general corporate purposes and also support PPG’s commercial paper programs in the U.S. and Europe.

 

Our current estimate under existing U.S. pension funding regulations is that, with available funding credits, there will be no mandatory pension funding requirement until 2007 at the earliest. However, the Company made a voluntary contribution of $100 million to the U.S. pension plans in April 2004 and has approval from the PPG Board of Directors to contribute up to an additional $100 million later in 2004. The pension contribution will allow the Company more flexibility in determining both the timing and amounts of future mandatory contributions under the complex ERISA and IRS pension funding regulations. We expect to make contributions to the Company’s non-U.S. pension plans in 2004 of approximately $45 million, of which approximately $30 million was contributed as of June 30, 2004.

 

New Accounting Standards

 

Note 2, “Newly Adopted Accounting Standards,” to the accompanying condensed financial statements describes the Company’s adoption of the fair value method of recording stock-based compensation, as defined in SFAS No. 123, effective January 1, 2004, and of the provisions of the FASB’s standard on the accounting for asset retirement obligations, effective January 1, 2003. See Note 3, “Other New Accounting Standard,” to the accompanying condensed financial statements for a description of the impact of adopting the FASB’s Interpretation No. 46, “Consolidation of Variable Interest Entities.”

 

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. In a suit filed by Marvin Windows and Doors, PPG has appealed the unfavorable judgment awarded by a federal jury. The appeals court has heard the parties’ arguments, but has not yet rendered its decision. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal. See Note 14, “Commitments and Contingent Liabilities,” to the accompanying condensed financial statements for an expanded description of this case and certain other lawsuits, including the proposed PPG Settlement Arrangement for asbestos claims announced on May 14, 2002. As discussed in Note 14, although the result of

 

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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 PPG Settlement Arrangement described in Note 14 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 the costs, if any, are recognized.

 

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. As of June 30, 2004 and December 31, 2003, PPG had reserves for environmental contingencies totaling $81 million and $92 million, respectively. Pretax charges against income for environmental remediation costs for the three and six months ended June 30, 2004 totaled $2 million and $5 million, respectively, and $0 million and $2 million, respectively, for the three and six months ended June 30, 2003, and are included in “Other income – net” in the accompanying condensed statement of income. Cash outlays related to such environmental remediation aggregated $16 million and $8 million for the six months ended June 30, 2004 and 2003, respectively. In addition to the amounts currently reserved, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $200 million to $400 million, which range is unchanged from the prior year end. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time. Over the past 10 years the pretax charges against income have ranged between $10 million and $49 million per year. We anticipate that charges against income in 2004 will be within that range. It is possible, however, that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter this expectation. See Note 14, for an expanded description of certain of these environmental contingencies. 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.

 

In June 2003, our partner in a fiber glass joint venture in South America filed for bankruptcy. Upon resolution of the bankruptcy proceedings, the partner’s ownership interest may transfer to one of its senior secured creditors or be sold. While PPG expects operations at the joint venture to continue, the Company is currently evaluating its options with respect to this venture, which include its sale or the liquidation of the venture. Should liquidation occur, PPG’s exposure to loss would be limited to $12 million, which includes a combination of the Company’s investment, outstanding receivables and a loan guarantee related to this venture.

 

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 Form 10-Q contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance.

 

Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” 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. 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.

 

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Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Among these factors are increasing price and product competition by foreign and domestic competitors, fluctuations in the cost and availability of raw materials, the ability to maintain favorable supplier relationships and arrangements, economic and political conditions in international markets, the ability to penetrate existing, developing and emerging foreign and domestic markets, which also depends on economic and political conditions, foreign exchange rates and fluctuations in those rates, and the unpredictability of existing and possible future litigation, including litigation that could result if PPG’s Settlement Arrangement for asbestos claims does not become effective. Further, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here 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.

 

The consequences of material differences in the results as compared to those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, operations or liquidity.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

There were no material changes in the Company’s exposure to market risk from December 31, 2003.

 

Item 4. 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-Q, 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.

 

b. Changes in internal control. There were no significant 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.

 

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PART II. OTHER INFORMATION

 

Item 1. 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 product liability, contract, patent, environmental, antitrust and other matters arising out of the conduct of PPG’s business. 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 result of any future litigation of such lawsuits and claims is 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, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

 

The Company has been named as a defendant, along with various co-defendants, in a number of antitrust lawsuits filed in federal and state courts by various plaintiffs. These suits allege PPG was involved with competitors in fixing prices and allocating markets for the automotive refinish industry and for certain glass products. Twenty-nine glass antitrust cases were filed in federal courts, all of which have been consolidated in the U.S. District Court for the Western District of Pennsylvania located in Pittsburgh, Pa., and the Court has ruled that the case may proceed as a class action. All of the initial defendants in the glass class action antitrust case, other than PPG, have entered into settlement agreements with the plaintiffs. On May 29, 2003, the Court granted PPG’s motion for summary judgment dismissing the claims against PPG in the glass class action antitrust case. The plaintiffs in that case have appealed that order to the U.S. Third Circuit Court of Appeals. PPG believes it has meritorious defenses to these antitrust claims.

 

In addition, approximately 60 cases alleging antitrust violations in the automotive refinish industry have been filed in various state and federal jurisdictions. The approximately 55 federal cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania located in Philadelphia, Pa. Certain of the defendants in the federal automotive refinish case have settled. That case is still at an early stage and discovery is underway with the remaining defendants. Except for a case in California, the state automotive refinish cases have either been stayed pending resolution of the federal proceedings or have been dismissed. The plaintiffs in these various cases are seeking economic and treble damages and injunctive relief. PPG believes it has meritorious defenses in these lawsuits.

 

The Company has been a defendant since April 1994 in a suit filed by Marvin Windows and Doors (Marvin) alleging numerous claims, including breach of warranty. All of the plaintiff’s claims, other than breach of warranty, were dismissed. However, on February 14, 2002, a federal jury awarded Marvin $136 million on the remaining claim. Subsequently, the court added $20 million for interest bringing the total judgment to $156 million. PPG has appealed that judgment. The appeals court has heard the parties’ arguments, but has not yet rendered its decision. Interest will be accrued on the $156 million judgment against PPG during the

 

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appeals process. As of June 30, 2004, the amount of the total judgment against PPG, with accrued interest, was $164 million. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal.

 

For over thirty 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 PPG Settlement Arrangement announced May 14, 2002, see Note 14, “Commitments and Contingent Liabilities.”

 

Over the past several years, 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.

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

Directors who are not also Officers of the Company receive Common Stock Equivalents pursuant to the Deferred Compensation Plan for Directors. Retired Directors receive dividend equivalents in the form of Common Stock Equivalents pursuant to the Directors’ Common Stock Plan. 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 both plans 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 plans.

 

Under the Company’s Deferred Compensation Plan for Directors, each Director must defer receipt of such compensation as the Board mandates. Currently, the Board does not mandate deferral of any compensation. However, each Director may elect to defer the receipt of all or part of their compensation. 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). In the second quarter of 2004, the Directors, as a group, were credited with 10,527 Common Stock Equivalents under this plan. The values of the Common Stock Equivalents, when credited, ranged from $59.42 to $60.98.

 

The Directors’ Common Stock Plan is now only applicable to two retired Directors. For one retired Director, the Common Stock Equivalents are converted to cash at the fair market value of the common stock and paid in cash. For the other retired Director, the Common Stock Equivalents are converted into and paid in Common Stock of the Company (and cash as to any fractional Common Stock Equivalent). In the second quarter of 2004, those two retired Directors received dividend equivalents in the form of 21 Common Stock Equivalents under this plan. The value of each Common Stock Equivalents, when credited, was $60.98.

 

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Issuer Purchases of Equity Securities

 

The following table summarizes the Company’s stock repurchase activity for the three months ended June 30, 2004:

 

Month


   Total
Number of
Shares
Purchased


   Average
Price Paid
per Share


   Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Programs


   Maximum
Number of
Shares that May
Yet Be
Purchased
Under the
Programs (1)


April 2004

   26,200    $ 61.40    26,200    10,773,800

May 2004

   —        —      —      10,773,800

June 2004

   —        —      —      10,773,800
    
  

  
  

Total

   26,200    $ 61.40    26,200    10,773,800
    
  

  
  

(1) Under a 10 million share repurchase program initiated in November 1998, there are 0.8 million shares of common stock authorized for repurchase remaining. In October 2000, PPG authorized another program to repurchase an additional 10 million shares of common stock.

 

In April 2004, the Company announced plans to purchase up to $100 million of PPG common stock by year end under these previously authorized share repurchase programs.

 

In addition, stock options granted prior to January 1, 2003, include a reload provision that allows for an exercise of stock options in which the option holder certifies ownership of PPG common stock with a market value sufficient to cover the strike price of the stock options being exercised. During the second quarter of 2004, the Company was deemed to have repurchased 255,771 shares of common stock at an average price of $61.04 and subsequently issued 277,880 shares of common stock, which resulted in a net issuance of 22,109 shares of common stock in connection with the exercise of reload stock options.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

The information set forth under “Item 4. Submission of Matters to a Vote of Security Holders” of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2004, is incorporated herein by reference in its entirety.

 

Item 5. Other Information

 

The Company’s chief executive officer and chief financial officer have provided the certifications with respect to this Form 10-Q that are required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications have been filed as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively.

 

Item 6. Exhibits and Reports on Form 8-K

 

a. Exhibits. The following exhibits are filed as a part of, or incorporated herein by reference into, this Form 10-Q.

 

  3 The Restated Articles of Incorporation, as amended, were filed as Exhibit 3 to the Registrant’s Form 10-Q for the quarter ended March 31, 1995.

 

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  3.1     Statement with Respect to Shares, amending the Restated Articles of Incorporation effective April 21, 1998 was filed as Exhibit 3.1 to the Registrant’s Form 10-K for the year ended December 31, 1998.

 

  3.2     The Bylaws, as amended on December 11, 2003, were filed as Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2003.

 

  4     The Shareholders’ Rights Plan was filed as Exhibit 4 on the Registrant’s Form 8-K, dated February 19, 1998.

 

  4.1     Indenture, dated as of August 1, 1982, was filed as Exhibit 4.1 to PPG’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998 (the “1998 Form S-3”).

 

  4.2     First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the 1998 Form S-3.

 

  4.3     Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the 1998 Form S-3.

 

  4.4     Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the 1998 Form S-3.

 

  *10     The Supplemental Executive Retirement Plan II, as amended, and the Change in Control Employment Agreement were filed as Exhibits 10.2 and 10.5, respectively, to the Registrant’s Form 10-Q for the quarter ended September 30, 1995. PPG Industries, Inc. Deferred Compensation Plan for Directors was filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1997. PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees, as amended, was filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2000. PPG Industries, Inc. Nonqualified Retirement Plan dated as of January 1, 1989, as amended February 21, 2002, was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2001. PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended April 18, 2002, was filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 2001. PPG Industries, Inc. Management Award and Deferred Income Plan was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2002. PPG Industries, Inc. Directors’ Common Stock Plan, as amended February 20, 2002, was filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2003. PPG Industries, Inc. Challenge 2000 Stock Plan was filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2003. PPG Industries, Inc. Executive Officers Annual Incentive Compensation Plan, as amended effective February 18, 2004, was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2003.

 

  †*10.1   PPG Industries, Inc. Deferred Compensation Plan, as amended effective July 14, 2004.

 

  †*10.2   PPG Industries, Inc. Long Term Incentive Plan.

 

  †*10.3   PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan.

 

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  †12     Computation of Ratio of Earnings to Fixed Charges for the Six Months Ended June 30, 2004 and for the Five Years Ended December 31, 2003.

 

  †31.1   Certification of Principal Executive Officer Pursuant to Rule 13a-15(e) or 15d-15(e) 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-15(e) or 15d-15(e) 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.

Filed herewith.
* Items referred to in Exhibits 10, 10.1, 10.2, and 10.3 and incorporated by reference or filed herewith are either management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.

 

b. Reports on Form 8-K

 

  1. On April 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the Company’s first quarter 2004 financial results.

 

  2. On April 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, an increase in the quarterly dividend payable on the Company’s common stock, the Company’s plans to purchase up to $100 million of the Company’s common stock by year end and the Board of Director’s approval of U.S. cash contributions of up to $200 million to the Company’s pension plans by year end.

 

  3. On July 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the Company’s second quarter 2004 financial results.

 

  4. On July 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the quarterly dividend payable on the Company’s common stock.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    PPG INDUSTRIES, INC.
    (Registrant)
Date: July 26, 2004   By  

/s/ W. H. Hernandez


       

W. H. Hernandez

Senior Vice President, Finance

       

(Principal Financial and

Accounting Officer and

Duly Authorized Officer)

 

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

 

INDEX TO EXHIBITS

 

Exhibit
Number


 

Description


10.1   PPG Industries, Inc. Deferred Compensation Plan, as amended effective July 14, 2004.
10.2   PPG Industries, Inc. Long Term Incentive Plan.
10.3   PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan.
12   Computation of Ratio of Earnings to Fixed Charges for the Six Months Ended June 30, 2004 and for the Five Years Ended December 31, 2003.
31.1   Certification of Principal Executive Officer Pursuant to Rule 13a-15(e) or 15d-15(e) 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-15(e) or 15d-15(e) 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.

Exhibit 10.1

 

PPG INDUSTRIES, INC.

 

DEFERRED COMPENSATION PLAN

As amended July 14, 2004


Preamble

 

In accordance with the Resolution adopted by the Officers-Directors Compensation Committee of the Board of Directors of PPG Industries, Inc. on July 19, 2000, the PPG Industries Inc. Deferred Compensation Plan is hereby amended and restated to be effective October 1, 2000.

 

The Plan is adopted primarily for the purpose of providing deferred compensation to a select group of management and highly compensated employees.


Table of Contents

 

Section

  I    Definitions

Section

  II    Deferrals

Section

  III    Investment Options

Section

  IV    Savings Plan Restoration Contributions

Section

  V    Withdrawal Provisions

Section

  VI    Specific Provisions Related to Benefits

Section

  VII    Administration and Claims

Section

  VIII    Amendment and Termination

Section

  IX    Miscellaneous

Section

  X    Change in Control


SECTION I – DEFINITIONS

 

1.01 Account means all amounts transferred from the Prior Plan, deferred Award amounts, all deferred Salary amounts, all deferred Long Term Incentive Plan or Executive Officers’ Long Term Incentive Plan Payments and all Restoration Contributions and earnings on each in a Participant’s account at any particular time.

 

1.02 Administrator means an officer or officers of the Company appointed by the Committee, and any person(s) designated by such Administrator to assist in the administration of the Plan.

 

1.03 Affiliate means any business entity, other than a Subsidiary Corporation, in which PPG has an equity interest.

 

1.04 Annual Plan means the PPG Industries, Inc. Executive Officers’ Annual Incentive Compensation Plan.

 

1.05 Award means a grant to a Participant under either the IC Plan, the Annual Plan or MAP which such person may elect to defer. Awards to Participants may be made in the form of cash (“cash component”), shares of PPG stock (“stock component”), or a combination of both.

 

1.06 Beneficiary means the person or persons designated by a Participant to receive benefits hereunder following the Participant’s death, in accordance with Section 6.02. For purposes of this Section 1.06, “person or persons” is limited to an individual, a Trustee or a Participant’s estate.

 

1.07 Board means the Board of Directors of PPG Industries, Inc.

 

1.08 Code means the Internal Revenue Code of 1986, and amendments thereto.

 

1.09 Committee means the Officers-Directors Compensation Committee (or any successor) of the Board.

 

1.10 Company or PPG means PPG Industries, Inc.

 

1.11 Conversion Formula means dividing an amount by the average of the closing sale prices for PPG Stock reported on the New York Stock Exchange-Composite Tape for all days in the month of January during which the New York Stock Exchange is open during the year following the Plan Year to which the Award relates.

 

- Page 1.1 -


1.12 Corporation means PPG and any Subsidiary Corporation and any Affiliate designated by the Administrator as eligible to participate in the Plan, and which, by proper authorization of the Board of Directors or other governing body of such Subsidiary Corporation or Affiliate, elects to participate in the Plan.

 

1.13 Disability means any long-term disability. The Administrator, in his complete and sole discretion, shall determine a Participant’s Disability; provided, however, that a Participant who is approved to receive Long-Term Disability benefits pursuant to the PPG Industries, Inc. Long-Term Disability Plan shall be considered to have a Disability. The Administrator may require that a Participant submit to an examination from time to time, but no more often than annually, at the expense of the Company, by a competent physician or medical clinic, selected by the Administrator, to confirm Disability. On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

 

1.14 Discretionary Transaction means a transaction pursuant to any employee benefit plan of the Company that:

 

  (a) Is at the volition of the plan participant;

 

  (b) Is not made in connection with the participant’s death, disability, retirement or termination of employment;

 

  (c) Is not required to be made available to a plan participant pursuant to a provision of the Code; and

 

  (d) Results in either an intra-plan transfer involving a PPG Stock Fund or a cash distribution funded by a volitional disposition of PPG Common Stock by the plan participant.

 

1.15 Employee means any full-time or permanent part-time salaried employee (including any officer) of the Corporation.

 

1.16 Executive Officers’ Long Term Plan means the PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan.

 

1.17 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

 

1.18 Financial Hardship means an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence, as determined by the Administrator, in his complete and sole discretion.

 

- Page 1.2 -


1.19 Former Participant means a Participant who becomes ineligible to receive an Award but who continues to have an Account hereunder.

 

1.20 IC Plan means the PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees.

 

1.21 Insider means a Participant who at any time within the prior six (6) months was a person subject to Section 16 of the Securities Act of 1934.

 

1.22 Investment Account means any one of the following:

 

Fidelity Growth Company Fund Account : A recordkeeping account, the value of which is based on the Fidelity Growth Company Fund.

 

Fidelity Contrafund Account : A recordkeeping account, the value of which is based on the Fidelity Contrafund.

 

Fidelity Spartan U.S. Equity Index Fund Account : A recordkeeping account, the value of which is based on the Fidelity Spartan U.S. Equity Index Fund.

 

Fidelity Growth and Income Portfolio Account : A recordkeeping account, the value of which is based on the Fidelity Growth and Income Portfolio.

 

Fidelity Intermediate Bond Fund Account : A recordkeeping account, the value of which is based on the Fidelity Intermediate Bond Fund.

 

Fidelity Institutional MM Portfolio - Class 1 Account : A recordkeeping account, the value of which is based on the Fidelity Institutional MM Portfolio Class 1.

 

1.23 Investment Account Share means a recordkeeping unit for the appropriate Investment Account, in each case, equivalent to one share of the mutual fund on which the value of the particular Investment Account is based.

 

1.24 Long Term Incentive Plan means the PPG Industries, Inc. Long Term Incentive Plan.

 

1.25 MAP means the PPG Industries, Inc. Management Award and Deferred Income Plan.

 

1.26 Participant means an Employee approved to participate in either the Executive Officers’ Long Term Incentive Plan, the Long Term Incentive Plan, the IC Plan, the Annual Plan or MAP. As used herein, “Participants” may be used collectively to include Retired Participants, Terminated Participants and Former Participants.

 

1.27 Plan means the PPG Industries, Inc. Deferred Compensation Plan, as amended.

 

- Page 1.3 -


1.28 Plan Year means the calendar year.

 

1.29 PPG Stock means Common Stock of the Company. Shares of PPG Stock issued under the Plan may be either authorized but unissued shares or issued shares acquired by the Company and held in its treasury.

 

1.30 PPG Stock Account means a record-keeping account maintained for a Participant who elects to defer all or part of an Award/Salary and/or to maintain all or part of a deferred Award/Salary in the form of Stock Account Shares.

 

1.31 PPG Stock Fund means the PPG Stock Account or any other fund or account of any other benefit plan of the Company or a Subsidiary which account or fund is invested in, or valued based upon, PPG Common Stock and which fund or account is an alternative to other funds or accounts made available to plan participants which funds or accounts are not invested in, or valued based upon PPG Common Stock.

 

1.32 Prior Plan means the PPG Industries, Inc. Deferred Compensation Plan, as in effect through September 30, 2000.

 

1.33 Prohibited Discretionary Transaction means a Discretionary Transaction to be effected pursuant to an election made less than six months following the date of the most recent previous election to make a Discretionary Transaction with respect to any employee benefit plan of the Company which most recent previous election effected:

 

  (a) An increase in a PPG Stock Fund if the current transaction would entail a disposition of PPG Stock or a decrease in a PPG Stock Fund; or

 

  (b) A disposition of PPG Stock or a decrease in a PPG Stock Fund if the current transaction would entail an increase in a PPG Stock Fund .

 

1.34 Restoration Contributions means contributions to a Participant’s Account in accordance with Section IV.

 

1.35 Retired Participant means a Participant who elects to maintain an Account in the Plan after his/her Retirement Date.

 

1.36 Retirement Date means the first day of the month following a Participant’s termination of employment, provided such Participant is eligible to receive a benefit from a retirement plan sponsored by the Corporation on such date.

 

1.37 Salary means a Participant’s monthly base salary from the Corporation (excluding bonuses, commissions and other non-regular forms of compensation)

 

- Page 1.4 -


and including payments from the PPG Industries Salary Continuance Plan, before reductions for deferrals under the Plan or under any other Plan sponsored by the Corporation. In the case of Salary Continuance, Salary deferral elections shall be applied to the actual amount of Salary Continuance being paid.

 

1.38 Savings Plan means the PPG Industries Employee Savings Plan, as amended from time to time.

 

1.39 Savings Plan Election means the sum of the percentage the Participant is contributing to the Savings Plan as Savings and as Elective Deferrals not to exceed the percentage eligible for the Company match in the Savings Plan.

 

1.40 Savings Plan Matching Percentage means the percentage of the Company’s Matching Contributions for a Plan Year in the Savings Plan.

 

1.41 Stock Account Share means a record-keeping unit which is equivalent to one share of PPG Stock.

 

1.42 Subsidiary means any corporation of which fifty percent (50%) or more of the outstanding voting stock or voting power is owned, directly or indirectly, by the Company and any partnership or other entity in which the Company has a fifty percent (50%) or more ownership interest.

 

1.43 Terminated Participant means a Participant who maintains an Account in the Plan following his/her termination of employment from the Corporation.

 

1.44 Transferred Interest Account means a separate Interest Account, transferred from the Prior Plan, for any amount which the Participant had transferred from his/her CEA-2 account.

 

1.45 Unscheduled Withdrawal means a distribution of all or a portion of a Participant’s Investment Accounts and/or PPG Stock Account requested by a Participant, or a Beneficiary, if the Participant is deceased, in accordance with Section 5.07.

 

- Page 1.5 -


SECTION II - DEFERRALS

2.01 Deferral of Award

 

  (a) In accordance with the provisions of either the IC Plan, the Annual Plan or MAP, whichever is applicable, the value of that portion of the cash component of a deferred Award which the Participant has designated to one or more of the Investment Accounts in accordance with Section 3.01 shall be credited to such Investment Account(s) on the day such deferral would otherwise have been paid to the Participant.

 

  (b) In accordance with the provisions of either the IC Plan, the Annual Plan or MAP, whichever is applicable, the value of:

 

  (1) that portion of the cash component of a deferred Award which the Participant has designated in accordance with Section 3.01 to the PPG Stock Account; and/or

 

  (2) the value of the stock component of a deferred Award

 

shall be credited to the PPG Stock Account in the Participant’s Account on the day such deferral would otherwise have been paid to the Participant.

 

(c)

 

(1)    

  Share Awards credited to the PPG Stock Account shall be credited in the form of Stock Account Shares and cash Awards credited to the PPG Stock Account shall be credited in the form of whole and fractional Stock Account Shares, the number of which will be determined according to the Conversion Formula.

 

  (2) Cash Awards credited to the Investment Account(s) shall be credited in the form of Investment Account Shares, the number of which will be determined according to the most recent closing market value of the appropriate Investment Account Shares.

 

  (d) Any amount designated by the Participant for in-service withdrawal in accordance with either the IC Plan, the Annual Plan or MAP may not be credited to the PPG Stock Fund.

 

2.02 Deferral of Salary

 

  (a) Prior to the beginning of each quarter, a Participant may elect to defer a percentage, in whole percentages only, of his/her Salary as follows:

 

Minimum Deferral


   Maximum Deferral

 

1%

   50 %

 

- Page 2.1 -


  (b) Elections made pursuant to this Section 2.02 shall remain in effect until the earlier of:

 

  (1) The first day of the quarter following the quarter the Participant rescinds or modifies the election; or

 

  (2) The first day of the Plan Year following the Plan Year in which the Participant becomes a Former Participant.

 

  (c) Any election filed by a Participant pursuant to this Section 2.02 must be received by the Administrator on or before the last business day of the quarter prior to the quarter in which such election is to become effective. Deferred Salary shall be credited to the Participant’s Account on the first day of the month following the month in which the deferral is made.

 

  (d) A Participant is ineligible to defer or continue to have deferred any Salary percentage during a quarter in which the Participant’s salary is subject to a garnishment, tax lien, child support or any similar attachment to Salary.

 

  (e) A Participant who becomes ineligible for Salary deferral, in accordance with Paragraph (d) above, may thereafter resume Salary deferral upon the discontinuance of the attachment to the Salary and in accordance with the Salary election provisions of this Section 2.02.

 

  (f) The number of Stock Account Shares credited to the PPG Stock Account shall be determined by the closing price for PPG Stock on the last business day of the month in which the deferral is made.

 

  (g) The number of Investment Account Shares credited to the appropriate Investment Account shall be determined by the closing market price for shares of the mutual fund on which the value of the Investment Account is based on the last business day of the month in which the deferral is made.

 

2.03 Deferral of Payment under the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan

 

  (a) In accordance with the provisions of the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan, the portion of a Payment under those Plans which a Participant has elected to defer shall be credited to the PPG Stock Account in the Participant’s Account on the day such Payment would otherwise have been paid to the Participant.

 

- Page 2.2 -


  (b) The portion of a Payment deferred by the Participant under the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan, which would have been paid in PPG stock, shall be credited to the PPG Stock Account in the form of Stock Account Shares.

 

  (c) Dividend Equivalents under the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan

 

  (1) Dividend Equivalents credited in accordance with the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan shall be credited into the PPG Stock Account or other Investment Account(s) as designated by the Participant in accordance with Section 3.01.

 

  (2) The number of Stock Account Shares, if any, credited to the PPG Stock Account due to Dividend Equivalents credited from the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan shall be determined on the basis of the closing sale price of PPG Stock reported on the Composite Tape for the day on which the corresponding dividend is paid on PPG Stock.

 

  (3) Dividend Equivalents credited to the Investment Account(s) shall be credited in the form of Investment Account Shares in the same manner as cash Awards are credited to Investment Account(s).

 

- Page 2.3 -


SECTION III - INVESTMENT OPTIONS

 

3.01 Investment Election

 

  (a) Participants must file an election with the Administrator designating the investment election for any cash amounts or Dividend Equivalents from the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan being deferred into or credited to the Plan.

 

  (b) Any election filed by a Participant under Section 3.01(a) above, shall remain in effect unless and until the Participant files a new election with the Administrator.

 

  (c) Elections filed in accordance with this Section 3.01 must be filed in accordance with the procedure established by the Administrator.

 

3.02 Investment Accounts

 

Amounts credited to the Investment Accounts shall be credited in the form of whole and fractional Investment Account Shares.

 

3.03 PPG Stock Account

 

  (a) Amounts credited to the PPG Stock Account shall be credited in the form of whole and fractional Stock Account Shares.

 

  (b) Participants shall not receive cash dividends or have voting or other shareholders’ rights as to Stock Account Shares; however, Stock Account Shares shall accrue whole and fractional dividend equivalents, in the form of additional Stock Account Shares, on the basis of the closing sale price for PPG Stock, reported on the Composite Tape for the day on which a dividend is paid, based on the number of whole Stock Account Shares in the PPG Stock Account on the record date.

 

3.04 Transfers from the Prior Plan

 

  (a) Any amounts in a Participant’s account on September 30, 2000, shall be transferred to his/her Account effective October 1, 2000, in accordance with the election filed by the Participant in accordance with Section 3.01.

 

  (b) In the event a Participant has not filed a valid election in accordance with Section 3.01, amounts credited to the Participant’s PPG Stock account in the Prior Plan shall be transferred to the PPG Stock Account; and amounts credited to the Participant’s interest account in the Prior Plan shall be transferred to the Fidelity Institutional MM Portfolio - Class 1 Account.

 

- Page 3.1 -


  (c) Any amounts in the Participant’s PPG Stock Account in the Prior Plan which the participant has designated for withdrawal in accordance with the provisions of Section XI of the Prior Plan, including any amounts representing dividend equivalents, accrued in accordance with Section 3.03(b), shall be distributed to the Participant on April 1, 2001.

 

  (d) Any amount credited to a Participant’s transferred interest account in the Prior Plan, shall be transferred to the Transferred Interest Account notwithstanding any election filed by the Participant.

 

3.05 Transfers

 

  (a) Subject to paragraph (b) below, a Participant who has a balance in the Investment Accounts may elect to transfer any amounts between/among the Investment Accounts or into the PPG Stock Account. Such transfers shall be subject to the following:

 

  (1) Participants must file a transfer request with the Administrator in accordance with the procedure established by the Administrator.

 

  (2) (A) For transfers into the PPG Stock Account, the number and value of whole and fractional Stock Account Shares shall be determined by the closing price of PPG Stock on the last business day of the month in which the election is received by the Administrator.

 

  (B) For transfers into and out of any of the Investment Accounts, the number and value of whole and fractional Investment Account Shares shall be determined by the closing price of the appropriate Investment Account Share on the last business day of the month in which the election is received by the Administrator.

 

  (3) No transfers may be made out of the PPG Stock Account at any time.

 

  (4) No transfers may be made out of the Transferred Interest Account at any time.

 

  (b) Insiders are prohibited from making any transfer which would constitute a Prohibited Discretionary Transaction.

 

- Page 3.2 -


SECTION IV - SAVINGS PLAN RESTORATION CONTRIBUTIONS

 

4.01 Restoration Contributions

 

Participants who are currently contributing to the Savings Plan may be eligible to receive Restoration Contributions as follows:

 

  (a) For Participants whose Salary exceeds the amount specified in §401(a)(17) of the Code, Restoration Contributions shall equal the sum of (1) and (2) below:

 

  (1) Lesser of:

 

Excess Salary times Savings Plan Election times Savings Plan Matching Percentage; or

 

Amount of monthly deferred Salary.

 

  (2) If the difference between the Participant’s Salary deferral and Excess Salary (“Difference”) is greater than zero:

 

Difference times Savings Plan Election times Savings Plan Matching Percentage.

 

  (b) For a Participant whose Salary equals or is less than the amount specified in §401(a)(17) of the Code and such Participant elects to defer Salary in accordance with Section 2.02, Restoration Contributions shall equal the amount of the deferred Salary times the Participant’s Savings Plan Election times the Savings Plan Matching Percentage.

 

  (c) For purposes of this Section 4.01 Excess Salary means Salary minus the amount specified in §401(a)(17) of the Code divided by 12.

 

4.02 Savings Plan Restoration Account

 

Restoration Contributions shall be credited monthly to the Participant’s PPG Stock Account in the form of Stock Account Shares. The number of whole and fractional Stock Account Shares shall be determined by using the closing price for PPG Stock on the last business day of the month in which such Restoration Contributions are made, and shall be credited to the Participant’s Account on such day.

 

- Page 4.1 -


4.03 Vesting

 

Restoration Contributions shall be 100% vested at the time such Restoration Contributions are credited to a Participant’s Account.

 

4.04 Transfers

 

Restoration Contributions may not be transferred from the PPG Stock Account.

 

- Page 4.2 -


SECTION V - WITHDRAWAL PROVISIONS

 

5.01 Scheduled In-Service Withdrawals

 

Except as otherwise provided in this Section V, payment of any amount designated by a Participant for in-service withdrawal, in accordance with provisions of either the IC Plan, the Annual Plan or MAP, whichever is applicable, shall be made to the Participant in a lump sum as of the first day of the quarter/year specified by the Participant.

 

5.02 Withdrawals at/after a Participant’s Retirement Date

 

  (a) A Participant may elect a payment schedule applicable to his/her Account provided such election is filed with the Administrator:

 

  (1) Prior to the Participant’s Retirement Date; and

 

  (2) In the year prior to the year the first payment is to be made and, in all cases, at least six months/ten days prior to the time the first payment is to be made.

 

  (b) Participants may elect:

 

  (1) One lump-sum payment; or

 

  (2) Quarterly, semiannual or annual installments - to be made over a period of years, up to a maximum period of 15 years; or

 

  (3) A combination of (1) and (2).

 

  (c) Subject to the provisions of this paragraph (c), a Participant may delay the first payment for a period up to ten years following his/her Retirement Date; provided, however, that, in all cases, payments must begin no later than the year in which the Participant’s 75th birthday occurs for Participants who retire prior to their 75th birthday; or no later than the Participant’s Retirement Date for Participants who retire on or after their 75th birthday.

 

  (d) The payment schedule elected by the Participant shall apply to his/her entire Account. Participants may designate the first day of the quarter for the commencement of the payment schedule on an annual, semiannual or quarterly basis.

 

- Page 5.1 -


Each installment payment shall be calculated by dividing the Participant’s account balance by the remaining number of installments -( e.g. : Ten annual installments shall be paid: 1st installment = 1/10 of Account; 2nd installment = 1/9 of Account; 3rd installment = 1/8 of Account, etc.). In the case of distributions made prior to May 1, 2001, if the installment payment is to be in the form of PPG Stock, any stock increment shall be rounded down to the nearest whole stock share. Any remaining stock increments shall remain in the Account until subject to further payment. In the case of distributions made on and after May 1, 2001, if the installment payment is to be in the form of PPG Stock, such distribution shall be made in whole shares and cash equal to any fractional share.

 

  (e) In the event a Participant fails to file a payment schedule election with the Administrator prior to his/her Retirement Date, his/her Account shall be paid in one lump sum in the year following the year of such Retirement Date and shall be paid during the first quarter of such year which is at least six months/ten days following such Retirement Date.

 

  (f) Payment schedules pursuant to this Section 5.02 shall supersede any prior payment election(s) filed with the Administrator; and shall become irrevocable on the Participant’s Retirement Date.

 

5.03 Withdrawals Following Termination

 

(a) Except as provided in paragraph (d) below:

 

  (1) A Participant may elect one lump-sum payment, in accordance with subparagraph (b)(1) below, or may elect to receive up to five annual installments, in accordance with subparagraph (b)(2) below.

 

  (2) Any election made pursuant to this paragraph (a) must be filed with the Administrator no later than 30 days after the Participant’s Termination of Employment.

 

(b)

  (1)   Participants who elect to receive a lump-sum, must specify the quarter/year that the lump-sum payment is to be made; provided, however, that the Participant must elect to receive the payment no later than the last quarter of the year in which the fifth anniversary of his/her termination date occurs. Payment must occur no earlier than the Plan Year after the Plan Year of the Participant’s election and as of the first day of the first quarter which is at least six (6) months and 10 days following the Participant’s election.

 

  (2) Participants who elect to receive installments, must specify the quarter/year that such installments will begin; provided, however, that the Participant must elect to begin installments no later than the last quarter of the year in which the fifth

 

- Page 5.2 -


anniversary of his/her termination date occurs. Installments must begin no earlier than the Plan Year after the Plan Year of the Participant’s election and as of the first day of the first quarter which is at least six (6) months and 10 days following the Participant’s election. The payment schedule elected by the Participant shall apply to his/her entire Account. Each installment shall be calculated by dividing the Participant’s account balance by the remaining number of installments - (e.g.: Five annual installments shall be paid: 1st installment = 1/5 of Account; 2nd installment = 1/4 of Account, etc.). In the case of distributions made prior to May 1, 2001, if the installment payment is to be in the form of PPG Stock, any stock increment shall be rounded down to the nearest whole stock share. Any remaining stock increments shall remain in the Account until subject to further payment. In the case of distributions made on and after May 1, 2001, if the installment payment is to be in the form of PPG Stock, such distribution shall be made in whole shares and cash equal to any fractional share.

 

  (c) In the event a Participant fails to file a payment election with the Administrator within the time provided in paragraph (a) above, his/her Account shall be paid in one lump sum in the year following:

 

  (i) the year in which the Participant’s termination occurs; or, if later

 

  (ii) the year in which the 30th day following the Participant’s termination occurs; and

 

shall be paid during the first quarter of the applicable year specified in (i) or (ii) above.

 

  (d) In the event the Administrator determines, in his sole discretion, that a termination is “for cause,” or is otherwise potentially adverse to the Company’s interest, as for example, a Participant’s termination in order to accept a position with a major competitor, the Participant shall have no election with respect to payment of his/her Account. Such Participant shall receive his/her entire Account balance as of the first day of the first quarter immediately following his/her termination date.

 

  (e) Payment schedules pursuant to this Section 5.03 shall supersede any prior payment election(s) filed with the Administrator.

 

  (f) In accordance with authority delegated to the Administrator by the Committee at its meeting on September 20, 1995, the Administrator granted the option of five installments, as provided in paragraphs (a) and (b) of this Section to those employees whose employment with the Company was terminated as a result of the sale of the Chemicals Surfactants business to BASF Corp. on December 1, 1997.

 

- Page 5.3 -


  (g) In accordance with authority delegated to the Administrator by the Committee at its meeting on September 20, 1995, the Administrator has adopted the following with respect to Participants who become employees of PPG Auto Glass, LLC: Such Participants shall not incur a “termination” as contemplated by this Section 5 unless or until the Participant is no longer employed by either PPG Industries, Inc. or PPG Auto Glass, LLC.

 

5.04 Withdrawals in the event of Disability

 

  (a) In the event a Participant becomes disabled, he/she may elect a payment schedule applicable to his/her Account provided such election is filed with the Administrator within 30 days of the Administrator’s determination that such Participant has a Disability.

 

  (b) Participants may elect:

 

  (1) One lump-sum payment; or

 

  (2) Quarterly, semiannual or annual installments - to be made over a period of years, up to a maximum period of 15 years; or

 

  (3) A combination of (1) and (2).

 

  (c) A Participant may delay the first payment for a period of up to ten years following the determination that he/she has a Disability; provided, however, that, in all cases, payments must begin no later than the year in which the Participant’s 75th birthday occurs. Payments must commence no earlier than the Plan Year following the Plan Year in which the Participant files an election in accordance with paragraph (a) of this Section 5.04, and as of the first day of the first quarter which is at least six (6) months and 10 days following such election.

 

  (d) The payment schedule elected by the Participant shall apply to his/her entire Account. Participants may designate the first day of a quarter for the commencement of the payment schedule on an annual, semiannual or quarterly basis.

 

Each installment payment shall be the applicable fraction of the Participant’s Account balance -( e.g. : Ten annual installments shall be paid: 1st installment = 1/10 of Account; 2nd installment = 1/9 of Account; 3rd installment = 1/8 of Account, etc.). .). In the case of distributions made prior to May 1, 2001, if the installment payment is to be in the form of PPG Stock, any stock increment shall be rounded down to the nearest whole stock share. Any remaining stock increments shall

 

- Page 5.4 -


remain in the Account until subject to further payment. In the case of distributions made on and after May 1, 2001, if the installment payment is to be in the form of PPG Stock, such distribution shall be made in whole shares and cash equal to any fractional share.

 

  (e) In the event a Participant fails to file a payment schedule election with the Administrator within the period specified in paragraph (a) above, his/her Account shall be paid in one lump sum in the year following the year in which the latest date for filing an election occurs, and shall be paid during the first quarter in such year.

 

  (f) Payment schedules pursuant to this Section 5.04 shall supersede any prior payment election(s) filed with the Administrator; and shall become irrevocable when filed in accordance with paragraph (a).

 

5.05 Withdrawals following a Participant’s death

 

  (a) Death prior to a Participant’s Election Date

 

In the event of a Participant’s death prior to his/her Election Date, the Participant’s entire Account shall be paid to the Participant’s Beneficiary as soon as possible following the Participant’s death.

 

  (b) Death on or after a Participant’s Election Date

 

In the event of a Participant’s death on or after his/her Election Date, the Participant’s Beneficiary may elect to receive the remaining balance of the Participant’s Account paid as a lump sum, or in accordance with the payment schedule filed by the Participant.

 

Such election must be filed by the Beneficiary within 60-days following the Participant’s death. If no such election is made, the balance in the Participant’s Account shall be paid in a lump sum. Any lump sum payment made in accordance with this paragraph shall be paid in the Plan Year following:

 

  (i) the year in which the Participant’s death occurs; or, if later

 

  (ii) the year in which the 60th day following the Participant’s death occurs; and

 

shall be paid during the first quarter of the applicable year specified in (i) or (ii) above.

 

- Page 5.5 -


  (c) For purposes of this Section 5.05 “Election Date” means the date on which the Participant’s election schedule becomes irrevocable in accordance with paragraph (f) of Section 5.02 or paragraph (f) of Section 5.04.

 

5.06 Withdrawals upon finding of Financial Hardship

 

  (a) Upon a finding that the Participant, or Beneficiary if the Participant is deceased, has suffered a Financial Hardship, the Administrator may, in his sole discretion, permit the acceleration of a withdrawal under the Plan in an amount reasonably necessary to alleviate such Financial Hardship.

 

  (b) If the Administrator permits a withdrawal due to Financial Hardship, the Participant shall cease Salary deferrals, if any, and may not make any deferrals under the Plan, in the form of an Award or Salary, until one entire Plan Year has elapsed following the Plan Year in which such withdrawal is made.

 

  (c) The Participant shall be required to exhaust all other sources of funds, other than the Savings Plan, before the Administrator will consider an accelerated withdrawal in accordance with this Section 5.06.

 

  (d) A withdrawal pursuant to this Section 5.06 shall nullify any in-service withdrawal election filed in accordance with Section 5.01.

 

5.07 Unscheduled Withdrawals

 

  (a) A Participant, or Beneficiary if the Participant is deceased, may request an Unscheduled Withdrawal of all or a portion of the Participant’s Investment Accounts and/or PPG Stock Account. Payments from the PPG Stock Fund shall be made in the form of PPG Shares, and payment from the Investment Accounts shall be paid in cash.

 

An Insider of PPG may not request an Unscheduled Withdrawal from the PPG Stock Account at any time that such withdrawal would constitute a Prohibited Discretionary Transaction. A Participant, or Beneficiary, may request not more than one (1) Unscheduled Withdrawal in a Plan Year.

 

  (b) An Unscheduled Withdrawal must be a minimum of 25% of the Participant’s Investment and PPG Stock Accounts.

 

  (c) An election to withdraw 75% or more of the Participant’s Investment and Stock Accounts shall be deemed a request to withdraw the entire Account balance.

 

- Page 5.6 -


  (d) Prior to payment of any Unscheduled Withdrawal, a penalty of 10% of the Unscheduled Withdrawal amount shall be withheld and forfeited (or 5% if such Unscheduled Withdrawal is made during the Plan Year in which a Change in Control occurs, or the Plan Year immediately following such Change in Control) and the Participant shall cease Salary deferrals, if any, effective on the date the withdrawal is paid and may not make any deferrals under the Plan, in the form of an Award or Salary, until one entire Plan Year has elapsed following the Plan Year in which such Unscheduled Withdrawal is made.

 

  (e) A withdrawal pursuant to this Section 5.07 shall nullify any scheduled in-service withdrawal election filed in accordance with Section 5.01.

 

5.08 Methods of Payment

 

  (a) PPG Stock Account

 

Any payment from the PPG Stock Account shall be paid in the form of PPG Stock.

 

At the time of the final scheduled payment, if payments were disbursed from the PPG Stock Account in shares of PPG Stock, any remaining fractional shares of PPG Stock shall be converted to and paid in cash.

 

  (b) Investment Accounts

 

Payments from the Investment Accounts shall be made in cash. The value shall be determined using the value of the closing price of the appropriate Investment Account Shares on the last business day of the month preceding the month in which the distribution is made.

 

  (c) All payments to Participants, or their Beneficiaries, shall be made on the first business day of a calendar quarter.

 

5.09 Small Account Provision

 

  (a) Each scheduled withdrawal must equal a minimum of $2,000.

 

  (b) If the remaining balance in a Participant’s Account is less than $2,000, the Administrator may, at his discretion, distribute the remainder of the Account.

 

- Page 5.7 -


5.10 Special Rules for Withdrawals by Insiders

 

Anything to the contrary in this Section 5 notwithstanding, Insiders may not, without prior approval of the Senior Vice President, Human Resources and Administration, or his or her successor, withdraw any amount from the PPG Stock Account which was credited to their Account balance within the prior six months.

 

5.11 Withdrawals of amounts from the Transferred Interest Account

 

  (a) Withdrawals from the Transferred Interest Account shall be governed by the election made by the Participant for his/her CEA-2 account.

 

  (b) In the event of a Participant’s death prior to receiving the entire balance in his/her Transferred Interest Account, the Participant’s Beneficiary may elect to receive the remaining balance of the Participant’s Transferred Interest Account paid as a lump sum, or in accordance with the payment schedule filed by the Participant.

 

Such election must be filed by the Beneficiary within 60-days following the Participant’s death. If no such election is made, the balance in the Participant’s account shall be paid in a lump sum. Any lump sum payment made in accordance with this paragraph shall be paid in the Plan Year following:

 

  (i) the year in which the Participant’s death occurs; or, if later

 

  (ii) the year in which the 60th day following the Participant’s death occurs; and

 

shall be paid during the first quarter of the applicable year specified in (i) or (ii) above.

 

- Page 5.8 -


SECTION VI - SPECIFIC PROVISIONS

RELATED TO BENEFITS

 

6.01 Nonassignability

 

  (a) Except as provided in paragraph (b) below and in Section 6.02, no person shall have any power to encumber, sell, alienate, or otherwise dispose of his/her interest under the Plan prior to actual payment to and receipt thereof by such person; nor shall the Administrator recognize any assignment in derogation of the foregoing. No interest hereunder of any person shall be subject to attachment, execution, garnishment or any other legal, equitable, or other process.

 

  (b) Paragraph (a) above shall not apply to the extent that a Participant’s interest under the Plan is alienated pursuant to a “Qualified Domestic Relations Order” (“QDRO”) as defined in §414(p) of the Code.

 

  (1) The Administrator is authorized to adopt such procedural and substantive rules and to take such procedural and substantive actions as the Administrator may deem necessary or advisable to provide for the payment of amounts from the Plan to an Alternate Payee as provided in a QDRO. Such rules and actions shall be consistent with the principal purposes of the Plan.

 

  (2) Under no circumstances may the Administrator accept an order as a QDRO following a Participant’s death.

 

  (3) An Alternate Payee may not establish an account in the Plan. All amounts taken from a Participant’s Account, as provided in a QDRO, must be distributed as soon as possible following the acceptance of an order as a QDRO.

 

  (4) In the sole discretion of the Administrator, a Participant’s scheduled withdrawal or otherwise requested withdrawal may be delayed for a period, not to exceed six months, if the Administrator has notice that part or all of the Participant’s Account may be subject to alienation pursuant to a QDRO.

 

6.02 Beneficiary Designation

 

  (a) The Participant shall have the right, at any time and from time to time, to designate any person(s) as Beneficiary. The designation of a Beneficiary shall be effective on the date it is received by the Administrator, provided the Participant is alive on such date.

 

- Page 6.1 -


  (b) Each time a Participant submits a new Beneficiary designation form to the Administrator, such designation shall cancel all prior designations.

 

  (c) In the case of a Participant who does not have a valid Beneficiary designation on file at the time of his/her death, or in the case the designated Beneficiary predeceases the Participant, the entire balance in the Participant’s Account shall be paid as soon as possible to the Participant’s estate.

 

  (d) Any Beneficiary designated by the Participant under the IC Plan, the Annual Plan or MAP filed before January 1, 1996, shall remain in effect for this Plan, until a new Beneficiary designation form is filed in accordance with this Section 6.02, on or after January 1, 1996.

 

6.03 Limited Right to Assets of the Corporation

 

The Benefits paid under the Plan shall be paid from the general funds of the Company, and the Participants and any Beneficiary shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder.

 

6.04 Protective Provisions

 

The Participant or Beneficiary shall cooperate with the Administrator by furnishing any and all information requested by the Administrator in order to facilitate the payment of benefits hereunder. If a Participant refuses to cooperate, he/she may be deemed ineligible to receive a distribution and/or ineligible to continue to actively participate in the Plan.

 

6.05 Withholding

 

The Participant or Beneficiary shall make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide for such withholding and tax payments by any means he deems appropriate, in his sole discretion.

 

6.06 Forfeiture Provision

 

  (a) In the event the Company becomes aware that a Participant is engaged or employed as a business owner, employee, or consultant in any activity which is in competition with any line of business of the Corporation, or has engaged in any activity otherwise determined to be detrimental to the Company, the Administrative Subcommittee may:

 

- Page 6.2 -


  (1) Terminate such Participant’s participation in the Plan, and distribute the entire amount in the Participant’s Account in a lump sum;

 

  (2) Apply any other diminution or forfeiture of benefits, which is specifically approved by the Administrative Subcommittee.

 

For purposes of this Section 6.06, the Administrative Subcommittee shall consist of the Senior Human Resources Officer of the Company, the Director, Payroll and Benefits, and a representative of the Law Department, as appointed by the General Counsel of PPG. The Administrative Subcommittee shall report all of its activities to the Committee.

 

(b) Executive Officers’ Long Term Incentive Plan and the Long Term Incentive Plan

 

A Participant may forfeit any or all deferrals from the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan held in his/her Account if the Committee determines that such forfeiture shall occur in accordance with Section 4.04 of the Executive Officers’ Long Term Incentive Plan or the Long Term Incentive Plan, as applicable.

 

- Page 6.3 -


SECTION VII - ADMINISTRATION & CLAIMS

 

7.01 Administration

 

  (a) The Administrator shall administer the Plan and interpret, construe and apply its provisions in accordance with its terms. The Administrator shall have the complete authority to:

 

  (1) Determine eligibility for benefits;

 

  (2) Construe the terms of the Plan; and

 

  (3) Control and manage the operation of the Plan.

 

  (b) The Administrator shall have the authority to establish rules for the administration and interpretation of the Plan and the transaction of its business. The determination of the Administrator as to any disputed question shall be conclusive.

 

  (c) The Administrator may employ counsel and other agents and may procure such clerical, accounting and other services as the Administrator may require in carrying out the provisions of the Plan.

 

  (d) The Administrator shall not receive any compensation from the Plan for his services.

 

  (e) The Corporation shall indemnify and save harmless the Administrator against all expenses and liabilities arising out of the Administrator’s service as such, excepting only expenses and liabilities arising from the Administrator’s own gross negligence or willful misconduct, as determined by the Committee.

 

7.02 Claims

 

  (a) Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally and physically competent and of age. If the Administrator determines that such person is mentally or physically incompetent or is a minor, payment shall be made to the legally appointed guardian, conservator, or other person who has been appointed by a court of competent jurisdiction to care for the estate of such person, provided that proper proof of such appointment is furnished in a form and manner suitable to the Administrator. Any payment made under the provisions of the paragraph (a) shall be a complete discharge of any liability therefor under the Plan. The Administrator shall not be required to see to the proper application of any such payment.

 

- Page 7.1 -


  (b) Claims Procedure

 

Claims for benefits by a Participant or Beneficiary shall be filed, in writing, with the Administrator. If the Administrator denies the claim, in whole or in part, the Administrator shall furnish a written notice to the claimant setting forth a statement of the specific reasons for the denial of the claim, references to the specific provisions of the Plan on which the denial is based, a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the review procedure. Such notice shall be written in a way calculated to be understandable by the claimant.

 

The written notice from the Administrator shall be furnished to the claimant within ninety (90) days following the date on which the claim was filed, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 90-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 90 days.

 

  (c) Review Procedure

 

Within sixty (60) days of the date the Administrator denies a claim, in whole or in part, the claimant, or his/her authorized representative, may request that the decision be reviewed. Such request shall be in writing, shall be filed with the Administrator, and shall contain the following information:

 

  (1) The date on which the denial was received by the claimant;

 

  (2) The date on which the claimant’s request for review was filed with the Administrator;

 

  (3) The specific portions of the denial which the claimant requests the Administrator to review;

 

  (4) A statement setting forth the basis on which the claimant believes that a review of the decision is required;

 

  (5) Any written material which the claimant desires the Administrator to take into consideration in reviewing the claim.

 

- Page 7.2 -


The Administrator shall afford the claimant, or his/her authorized representative, an opportunity to review documents pertinent to the claim, and shall conduct a full and fair review of the claim and its denial. The Administrator’s decision on such review shall be furnished to the claimant in writing, and shall be written in a manner calculated to be understandable to the claimant. Such decision shall include a statement of the specific reason(s) for the decision, including references to the specific provision(s) of the Plan relied upon.

 

The written notice from the Administrator shall be furnished to the claimant within sixty (60) days following the date on which the request for review was received by the Administrator, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 60-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 60 days.

 

- Page 7.3 -


SECTION VIII - AMENDMENT AND TERMINATION

 

8.01 Amendment of the Plan

 

Except as provided in Section X, the Committee may amend the Plan, in whole or in part, at any time; however, no such amendment may decrease the amount of benefit currently accrued in Participants’ Accounts.

 

Except as provided in Section X, the Administrator shall have the authority to adopt amendments to the Plan, in whole or in part, at any time, necessary for the implementation and/or administration of the Plan, which will not result in a material change to the Plan. Moreover, no such amendment by the Administrator may decrease the amount of benefit currently accrued in Participants’ Accounts.

 

8.02 Termination of the Plan

 

Except as provided in Section X, the Committee may terminate the Plan at any time. Upon a termination pursuant to this Section 8.02, the Committee has the sole discretion to determine distribution schedules for any or all Accounts, notwithstanding a Participant’s previous distribution schedule.

 

8.03 Constructive Receipt

 

In the event the Administrator determines that amounts deferred under the Plan have been constructively received by Participants and must be recognized as income for federal income tax purposes, distributions shall be made to Participants, as determined by the Administrator. The determination of the Administrator under this Section 8.03 shall be binding and conclusive.

 

- Page 8.1 -


SECTION IX - MISCELLANEOUS

 

9.01 Successors of the Company

 

The rights and obligations of the Company under the Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.

 

9.02 ERISA Plan

 

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.

 

9.03 Trust

 

The Company shall be responsible for the payment of all benefits under the Plan. Except as otherwise required by Section X, the Company, at its discretion, may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. Such trust(s) may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to the Participant from any such trust shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

 

9.04 Employment Not Guaranteed

 

Nothing contained in the Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Participant any right to continued employment with the Corporation.

 

9.05 Gender, Singular and Plural

 

All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) requires. As the context may require, the singular may be read as the plural and the plural as the singular.

 

9.06 Headings

 

The headings of the Sections, subsections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

 

- Page 9.1 -


9.07 Validity

 

If any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect, the validity of any other provision(s) of the Plan.

 

9.08 Waiver of Breach

 

The waiver by the Company of any breach of any provision of the Plan by a Participant or Beneficiary shall not operate or be construed as a waiver of any subsequent breach.

 

9.09 Applicable Law

 

The Plan is intended to conform and be governed by ERISA. In any case where ERISA does not apply, the Plan shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

9.10 Notice

 

Any notice required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and either hand-delivered, or sent by first class mail to the principal office of the Company at One PPG Place, Pittsburgh, PA 15272, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of delivery.

 

- Page 9.2 -


SECTION X - CHANGE IN CONTROL

 

10.01 Payments to a Trustee

 

Upon, or in reasonable anticipation of, a Change in Control, as defined in Section 10.02 below, the Senior Vice President, Human Resources and Administration and the Senior Vice President, Finance, or either of them or their successor, shall cause an amount, as they deem appropriate, to be paid to a trustee on such terms as they shall deem appropriate (including such terms as are appropriate to cause such payment not to be a taxable event to Participants, if possible, and to cause such Awards to be distributable to Participants in accordance with elections filed with the Administrator). Such amount shall be paid in cash and shall be sufficient, at a minimum, to equal to all deferred amounts credited to the Investment Accounts, the Transferred Interest Account, and the PPG Stock Account. Amounts in the PPG Stock Account shall be converted to cash on the basis of the fair market value of PPG Stock on the date of the occurrence of the Change in Control, or, if higher, within 30 days of such date. Amounts in the Investment Accounts shall be converted to cash on the basis of the fair market value of the appropriate Investment Account on the date of the occurrence of the Change in Control, or, if higher, within 30 days of such date.

 

10.02 Definition: Change in Control

 

A “Change in Control” shall mean:

 

  (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”).

 

For purposes of this subsection (a) the following acquisitions shall not constitute a Change in Control:

 

Any acquisition directly from the Company;

 

Any acquisition by the Company;

 

Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

 

- Page 10.1 -


Any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this Section 10.02.

 

  (b) Individuals who, as of September 20, 1995, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

 

  (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination:

 

  (i) All or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

 

  (ii) No Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the

 

- Page 10.2 -


combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and

 

  (iii) At least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

 

  (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

 

  (e) A majority of the Board otherwise determines that a Change in Control shall have occurred.

 

10.03 Plan Provisions

 

Following a Change in Control, the Plan may not be amended and may not be terminated. Upon a Change in Control, in accordance with Section 10.01, the Plan Document then in existence (“Controlling Plan”) shall be provided to the Trustee. The Controlling Plan shall govern all amounts transferred and remain in effect until the Trustee has paid all such amounts to Participants and/or Beneficiaries.

 

- Page 10.3 -

Exhibit 10.2

 

PPG INDUSTRIES, INC.

 

LONG TERM INCENTIVE PLAN


Table of Contents

 

Statement of Purpose

Section

  I    Definitions

Section

  II    Awards

Section

  III    Termination/Disability Death

Section

  IV    Specific Provisions Related to Benefits

Section

  V    Administration & Claims

Section

  VI    Amendment & Termination

Section

  VII    Miscellaneous

Section

  VIII    Change in Control

 


STATEMENT OF PURPOSE

 

The PPG Industries Long Term Incentive Plan is intended to further the long-term growth of the Corporation by providing incentive, in addition to current compensation, to those key executives of the Corporation who will have a substantial opportunity to influence such long-term growth. Specifically the Plan:

 

Associates the personal interests of key executives with the shareholders of the Corporation by relating capital accumulation to specified Award Goals;

 

Provides a compensation program to key executives which is competitive with compensation opportunities in competing industries;

 

Encourages key executives to continue as employees of the Corporation.

 

- 1 -


SECTION I - DEFINITIONS

 

1.01 Administrator means the senior Human Resources officer of the Company, and any person(s) designated by such Administrator to assist in the administration of the Plan.

 

1.02 Affiliate means any business entity, other than a Subsidiary Corporation, in which PPG has an equity interest.

 

1.03 Award means the TSR Shares or Restricted Stock Units granted to a Participant in accordance with Section 2.02.

 

1.04 Award Agreement means the agreement executed by the Corporation and a Participant, in such form as the Administrator determines, which sets forth the number of TSR Shares or Restricted Stock Units awarded and terms and conditions applicable to the Award.

 

1.05 Award Goals means the goals relating to an Award set by the Committee which determine the amount of a Payment, as defined in Section 2.04(a), if any, which will be paid at the end of an Award Period.

 

1.06 Award Period means, as to the Corporation as a whole, the three-year period commencing with January 1 of the year in which an Award is made, or, as to a Subsidiary or a particular unit of the Corporation, such period as the Committee determines.

 

1.07 Beneficiary means the person or persons designated by a Participant to receive benefits hereunder following the Participant’s death, in accordance with section 3.03; provided, however, in the event a Participant fails to designate a Beneficiary in accordance with Section 4.02, his/her Beneficiary shall be the Beneficiary designated under the Deferred Compensation Plan. For purposes of this Section 1.05, “person or persons” is limited to an individual, a Trustee or a Participant’s estate.

 

1.08 Board means the Board of Directors of PPG Industries, Inc.

 

1.09 Committee means the Officers-Directors Compensation Committee (or any successor) of the Board.

 

1.10 Common Stock means the common stock of PPG Industries, Inc.

 

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1.11 Company or PPG means PPG Industries, Inc.

 

1.12 Corporation means PPG and any Subsidiary Corporation designated by the Committee as eligible to participate in the Plan, and which, by proper authorization of the Board of Directors or other governing body of such Subsidiary, elects to participate in the Plan.

 

1.13 Deferred Compensation Plan means the PPG Industries, Inc. Deferred Compensation Plan.

 

1.14 Designee means the person or persons to whom the Committee has delegated the authority to determine and approve Participants who will receive Awards and the number of TSR Shares or Restricted Stock Units awarded to a Participant as set forth in Section 2.02(a).

 

1.15 Disability means any long-term disability. The Administrator, in his complete and sole discretion, shall determine a Participant’s Disability; provided, however, that a Participant who is approved to receive Long-Term Disability benefits pursuant to the PPG Industries, Inc. Long-Term Disability Plan shall be considered to have a Disability. The Administrator may require that a Participant submit to an examination from time to time, but no more often than annually, at the expense of the Company, by a competent physician or medical clinic, selected by the Administrator, to confirm Disability. On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

 

1.16 Dividend Equivalent means a hypothetical dividend on TSR Shares or Restricted Stock Units, granted on the same date as dividends are paid on the Company’s Common Stock and having a value on the date granted equal to the value of actual dividends paid on a share of the Company’s Common Stock on the same date.

 

1.17 Employee means any key executive of the Corporation.

 

1.18 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

 

1.19 Fair Market Value of the Common Stock means the average of the closing sale prices reported on the New York Stock Exchange-Composite Tape for the Common Stock for all days in the month of December during which the New York Stock Exchange is open in the last year of the Award Period to which the Award being paid wholly or partly in shares of Common Stock relates.

 

- 3 -


1.20 Original Plan means the 1984 Earnings Growth Plan, as amended, which was amended and restated as the Total Shareholder Return Plan, and is being further amended and restated as this Long Term Incentive Plan.

 

1.21 Participant means an Employee who is selected by the Committee to receive an Award.

 

1.22 Payment has the meaning set forth in Section 2.04(a).

 

1.23 Plan means the PPG Industries, Inc. Long Term Incentive Plan, as set forth herein and as amended from time to time.

 

1.24 Restricted Stock Unit means a unit which is equivalent to one share of Common Stock.

 

1.25 Restricted Stock Unit Account means an account maintained for a Participant to which Restricted Stock Units are credited.

 

1.26 Subsidiary means any corporation of which fifty percent (50%) or more of the outstanding voting stock or voting power is owned, directly or indirectly, by the Company and any partnership or other entity in which the Company has a fifty percent (50%) or more ownership interest.

 

1.27 TSR Account means an account maintained for a Participant to which TSR Shares are credited.

 

1.28 TSR Share means a hypothetical share of stock which is equivalent to one share of Common Stock.

 

SECTION II - PARTICIPATION & AWARDS

 

2.01 Participation

 

The Committee shall select the Participants or eligible group of Participants for each Award Period. Such selection shall be at the total discretion of the Committee based on the Committee’s estimation of those Employees who will have a substantial opportunity to influence the long-term growth of the Corporation, or a particular unit of the Corporation.

 

- 4 -


2.02 Awards

 

(a) For each Award Period, the Committee shall determine or approve:

 

  (1) The Award Period;

 

  (2) The Participants or eligible group of Participants;

 

  (3) The number of TSR Shares or Restricted Stock Units for each Award granted to each Participant;

 

  (4) The Award Goals;

 

  (5) Any terms and conditions applicable to the Awards, including, but not limited to, the imposition of restrictions on the right to transfer shares of Common Stock delivered to Participants. Such terms and conditions may differ for each Award Period;

 

provided, however, that the Committee may delegate to another person or persons (its “Designee”) the authority to determine or approve the Participants who will receive Awards (from the group of eligible Participants approved by the Committee), the number of TSR Shares or Restricted Stock Units awarded to a Participant and any terms and conditions applicable to the Award which differ from any terms and conditions approved by the Committee.

 

  (b) The Committee or its Designee may grant one or more Awards to a Participant at any time during an Award Period; and, when made, such grant shall be effective for the entire Award Period, subject to Section 2.02(f) below.

 

  (c) An Award under the Plan shall be granted to Participants in the form of TSR Shares or Restricted Stock Units which shall be reflected in a TSR Account or Restricted Stock Unit Account, maintained by the Company for each Participant.

 

- 5 -


  (d) Each Award shall be made in writing in an Award Agreement which shall set forth the terms and conditions established by the Committee or its Designee for the Award.

 

  (e) The Committee shall have the authority to adjust the Award Goal for any Award Period as it deems equitable in recognition of unusual or unforeseen circumstances experienced by the Corporation or a particular unit of the Corporation or changes in accounting principles or practices instituted during an Award Period.

 

  (f) The Committee (and its Designee, with respect to an Award granted by the Designee) may terminate an Award at any time during an Award Period if, in its sole discretion, the Committee, or its Designee, if applicable, determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Corporation.

 

2.03 Dividend Equivalents

 

  (a) Subject to paragraph (c) below, the Committee, or its Designee, if applicable, may determine that each Participant shall be entitled to receive a Dividend Equivalent on any TSR Share or Restricted Stock Unit in his/her TSR Account or Restricted Stock Unit Account during the Award Period.

 

  (b) Dividend Equivalents shall be credited into the Participant’s account in the Deferred Compensation Plan and credited to the PPG Stock Account or other Investment Account(s) in the Deferred Compensation Plan as designated by the Participant under the provisions of the Deferred Compensation Plan.

 

  (c) Dividend Equivalent payments shall not be made on any TSR Shares or Restricted Stock Units following the date a Participant’s employment is terminated or the date the Participant is determined to have a Disability.

 

  (d) A Participant shall be entitled to payment of Dividend Equivalents in accordance with the provisions of the Deferred Compensation Plan without regard to the actual payment or non-payment of the Award to which the Dividend Equivalents relate.

 

- 6 -


2.04 Payment of Awards

 

  (a) In accordance with the provisions of this Plan and the conditions set forth in the Award Agreement, a Participant shall be entitled to a payment on account of an Award at the end of the Award Period (“Payment”).

 

  (b) Payments to Participants will be made in the form of Common Stock, or cash or a combination of both, as the Committee may determine.

 

  (c) The amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock.

 

As to shares of Common Stock which constitute all or any part of a Payment, the Committee, or its Designee, with respect to an Award granted by the Designee, may impose such restrictions concerning their transferability and/or their forfeitability as provided in the Award Agreement.

 

  (d) Payments shall be made to Participants as soon as practicable after the Committee, or its Designee, with respect to an Award granted by the Designee, has determined that the terms and conditions with respect to the Award have been satisfied - i.e.: generally, within two and one-half months after the end of the Award Period.

 

  (e) If any dividends are declared on the Common Stock portion of a Payment on a date subsequent to the close of a Award Period but prior to the delivery of Common Stock shares to a Participant, an amount equivalent to such dividends shall be paid in cash to the Participant.

 

  (f) The Committee, or its Designee, with respect to an Award granted by the Designee, shall have the negative discretion to reduce or eliminate any Payment made for any Award Period.

 

2.05 Deferral of Payments

 

  (a) A Participant may elect to defer receipt of a Payment in accordance with this Section 2.05.

 

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  (b) A Participant may elect to defer either 25%, 50%, 75% or 100% of his/her Payment. Any balance which is not deferred in accordance with this paragraph shall be paid to the Participant in Common Stock and cash, as determined in accordance with Section 2.04(b).

 

  (c) Except as otherwise provided in paragraph (d) below, all elections pursuant to Section 2.05 must be filed with the Administrator no later than the last day of the year prior to the last year of the Award Period, and such election shall become irrevocable as of the first day of the last year of the Award Period.

 

  (d) Employees who are granted an Award during the last year of an Award Period may make an election in accordance with this Section 2.05 within the 30-day period following notice to the Participant that he or she has been granted such Award.

 

  (e) The value of any amount deferred in accordance with this Section 2.05, as determined in TSR Shares or Restricted Stock Units, shall be credited to the PPG Stock Account in the Deferred Compensation Plan at the time the Payment would otherwise be made following the Award Period and shall be subject to the provisions of the Deferred Compensation Plan.

 

SECTION III - TERMINATION/DISABILITY/DEATH

 

3.01 Retirement

 

If a Participant’s employment with the Corporation terminates during an Award Period because of retirement, and after the Employee has been a Participant for at least 12 months of the Award Period, the Participant shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Participant would otherwise have been entitled by a fraction - the numerator of which is the number of months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

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3.02 Disability

 

If a Participant’s employment with the Corporation terminates during an Award Period because of Disability, and after the Employee has been a Participant for at least 12 months of the Award Period, the Participant shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Participant would otherwise have been entitled by a fraction - the numerator of which is the number of months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

3.03 Death

 

If a Participant’s employment with the Corporation terminates during an Award Period because of the Participant’s death, and after the Employee has been a Participant for at least 12 months of the Award Period, the Participant’s Beneficiary shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Participant would otherwise have been entitled by a fraction - the numerator of which is the number of months the Participant was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

3.04 Termination

 

If a Participant’s employment with the Corporation terminates during an Award Period for any reason other than retirement, Disability or Death, the Award shall be forfeited on the date of such termination; provided, however, that the Committee, or its Designee, with respect to an Award granted by the Designee, in its sole discretion, may determine that the Participant will be entitled to a prorated Award.

 

SECTION IV SPECIFIC PROVISIONS

RELATED TO BENEFITS

 

4.01 Nonassignability

 

  (a) Except as provided in paragraph (b) below and in section 5.02, no person shall have any power to encumber, sell, alienate, or otherwise dispose of his/her interest under the Plan prior to

 

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actual payment to and receipt thereof by such person; nor shall the Administrator recognize any assignment in derogation of the foregoing. No interest hereunder of any person shall be subject to attachment, execution, garnishment or any other legal, equitable, or other process.

 

  (b) Paragraph (a) above shall not apply to the extent that a Participant’s interest under the Plan is alienated pursuant to a “Qualified Domestic Relations Order” (“QDRO”) as defined in §414(p) of the Code.

 

  (1) The administrator is authorized to adopt such procedural and substantive rules and to take such procedural and substantive actions as the Administrator may deem necessary or advisable to provide for the payment of amounts from the Plan to an Alternate Payee as provided in a QDRO. Such rules and actions shall be consistent with the principal purposes of the Plan.

 

  (2) Under no circumstances may the Administrator accept an order as a QDRO following a Participant’s death.

 

  (3) No Payment shall be made to an Alternate Payee until such Payment would otherwise be made to a Participant.

 

4.02 Beneficiary Designation

 

  (a) The Participant shall have the right, at any time, to designate any person(s) as Beneficiary. The designation of a Beneficiary shall be effective on the date it is received by the Administrator, provided the Participant is alive on such date.

 

  (b) Each time a Participant submits a new Beneficiary designation form to the Administrator, such designation shall cancel all prior designations.

 

  (c) In the case of a Participant who does not have a valid Beneficiary designation on file at the time of his/her death, or in the case the designated Beneficiary predeceases the Participant, any Payment to which the Participant would have been entitled shall be paid to the Participant’s estate at the end of the Award Period.

 

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4.03 Limited Right to Assets of the Corporation

 

  (a) No Employee or other person shall have any claim or right to be granted an Award under the Plan.

 

  (b) The Benefits paid under the Plan shall be paid from the general funds of the Company and from shares authorized and available for issuance under the Original Plan, and the Participants and any Beneficiary shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder.

 

4.04 Forfeiture Provision

 

Notwithstanding any other provisions herein:

 

  (a) If at any time within the Award Period or within one year after the Award Period, the Participant engages in any activity in competition with any activity of the Corporation, or contrary or harmful to the interests of the Corporation, including, but not limited to:

 

  (1) Conduct related to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought; or

 

  (2) Violation of the Corporation’s Business Conduct Policies; or

 

  (3) Accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Corporation, including employing or recruiting any present, former or future employee of the Corporation; or

 

  (4) Disclosing or misusing any confidential information or material concerning the Corporation; or

 

  (5) Participating in a hostile take over attempt;

 

then the Award shall terminate effective on the date on which the Committee determines that Participant has engaged in such activity. Any “Award Gain” realized by the Participant shall be

 

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paid by the Participant to the Company. For purposes of this Section 4.04, “Award Gain” shall mean the cash and the closing market price of the Common Stock delivered to the Participant pursuant to an Award. Any portion of a Payment which was deferred shall be forfeited from the Participant’s account in the Deferred Compensation Plan in accordance with this Section 4.04.

 

  (b) By executing the Award Agreement, the Participant shall agree to a deduction from any amounts the Corporation owes the Participant from time to time (including amounts owed to the Participant as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant), to the extent of amounts owed to the Corporation in accordance with paragraph (a) above. Whether or not the Corporation elects to make any set-off in whole or in part, if the Corporation does not recover by means of set-off the full amount the Participant owes in accordance with paragraph (a), the Participant agrees to pay the unpaid balance to the Corporation immediately upon notification by the Administrator.

 

  (c) The Participant may be released from the Participant’s obligations under paragraphs (a) and (b) above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Corporation.

 

4.05 Taxes

 

The Corporation shall have the right to deduct, or to require the Participant or other person receiving a payment under the Plan to pay to the Corporation any Federal or state taxes required by law to be withheld or paid.

 

SECTION V ADMINISTRATION & CLAIMS

 

5.01 Administration

 

  (a) The Administrator shall administer the Plan and interpret, construe and apply its provisions in accordance with its terms. Subject to the terms of the Plan the Administrator shall have the complete authority to:

 

  (1) Construe the terms of the Plan; and

 

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  (2) Control and manage the operation of the Plan.

 

  (b) The Administrator shall have the authority to establish rules for the administration and interpretation of the Plan and the transaction of its business. The determination of the Administrator as to any disputed question shall be conclusive.

 

  (c) The Administrator may employ counsel and other agents and may procure such clerical, accounting and other services as the Administrator may require in carrying out the provisions of the Plan.

 

  (d) The Administrator shall not receive any compensation from the Plan for his services.

 

  (e) The Corporation shall indemnify and save harmless the Administrator against all expenses and liabilities arising out of the Administrator’s service as such, excepting only expenses and liabilities arising from the Administrator’s own gross negligence or willful misconduct, as determined by the Committee.

 

5.02 Claims

 

  (a) Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally and physically competent and of age. If the Administrator determines that such person is mentally or physically incompetent or is a minor, payment shall be made to the legally appointed guardian, conservator, or other person who has been appointed by a court of competent jurisdiction to care for the estate of such person, provided that proper proof of such appointment is furnished in a form and manner suitable to the Administrator. Any payment made under the provisions of the paragraph (a) shall be a complete discharge of any liability therefor under the Plan. The Administrator shall not be required to see to the proper application of any such payment.

 

  (b) Claims Procedure

 

Claims for benefits by a Participant or Beneficiary shall be filed, in writing, with the Administrator. If the Administrator denies the claim, in whole or in part, the Administrator shall furnish a

 

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written notice to the claimant setting forth a statement of the specific reasons for the denial of the claim, references to the specific provisions of the Plan on which the denial is based, a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the review procedure. Such notice shall be written in a way calculated to be understandable by the claimant.

 

The written notice from the Administrator shall be furnished to the claimant within ninety (90) days following the date on which the claim was filed, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 90-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 90 days.

 

  (c) Review Procedure

 

Within sixty (60) days of the date the Administrator denies a claim, in whole or in part, the claimant, or his/her authorized representative, may request that the decision be reviewed. Such request shall be in writing, shall be filed with the Administrator, and shall contain the following information:

 

  (1) The date on which the denial was received by the claimant;

 

  (2) The date on which the claimant’s request for review was filed with the Administrator;

 

  (3) The specific portions of the denial which the claimant requests the Administrator to review;

 

  (4) A statement setting forth the basis on which the claimant believes that a review of the decision is required;

 

  (5) Any written material which the claimant desires the Administrator to take into consideration in reviewing the claim.

 

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The Administrator shall afford the claimant, or his/her authorized representative, an opportunity to review documents pertinent to the claim, and shall conduct a full and fair review of the claim and its denial. The Administrator’s decision on such review shall be furnished to the claimant in writing, and shall be written in a manner calculated to be understandable to the claimant. Such decision shall include a statement of the specific reason(s) for the decision, including references to the specific provision(s) of the Plan relied upon.

 

The written notice from the Administrator shall be furnished to the claimant within sixty (60) days following the date on which the request for review was received by the Administrator, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 60-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 60 days.

 

5.03 Plan Expenses

 

The cost of administering the Plan shall be paid by the Corporation.

 

SECTION VI AMENDMENT AND TERMINATION

 

6.01 Amendment of the Plan

 

  (a) Except as provided in paragraph (b) below, the Board or the Committee may amend the Plan, in whole or in part, at any time.

 

  (b) No amendment may, without shareholder approval, increase the number of shares of Common Stock which may be delivered under the Plan.

 

6.02 Termination of the Plan

 

The Plan shall terminate when all TSR Shares or Restricted Stock Units subject to Award under the Plan or all Common Stock available for delivery under the Plan have been paid out or delivered or on such earlier date as may be determined by the Board or the Committee

 

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6.03 Company Action

 

The Company’s power to amend or terminate the Plan shall be exercisable by the Board or by the Committee, or by any individual authorized by the Board to exercise such powers.

 

SECTION VII MISCELLANEOUS

 

7.01 Share and Award Authorization

 

  (a) Awards of TSR Shares or Restricted Stock Units which are determined to be entitled to Dividend Equivalents shall entitle the Participant to Dividend Equivalents but not to actual dividends, voting or other rights of shareholders. TSR Shares or Restricted Stock Units covered by Awards which are not earned or are forfeited for any reason shall, unless the Plan has been terminated, again be available for other Awards under the Plan. The maximum number to TSR Shares or Restricted Stock Units which may be awarded under the Plan on and after the date hereof shall not exceed the number of shares authorized and available for award on this date under the Original Plan, subject to adjustment as provided in paragraph (c) below.

 

  (b) The maximum number of shares of Common Stock which shall be issued and delivered to Participants under this Plan on and after this date shall not exceed the number of shares authorized and available for issuance on this date under the Original Plan, subject to adjustment as provided in paragraph (c) below. Shares of Common Stock which are not paid out pursuant to an Award because payment has been deferred by the Participant pursuant hereto, shall not be included in calculating the number of shares of Common Stock issued and delivered under this Plan.

 

  (c) In the event of any change in the number of outstanding shares of Common Stock by reason of any stock dividend, stock split, reorganization, merger, consolidation, exchange of shares or similar change, a corresponding change shall be made in:

 

  (i) The number of TSR Shares or Restricted Stock Units available for grant pursuant to Section 2.02;

 

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  (ii) The number of shares of Common Stock available for issuance and delivery pursuant to paragraph (b) above;

 

  (iii) The number of TSR Shares or Restricted Stock Units contingently held by any Participant unless the Committee makes a contrary determination, which it may do in its sole discretion and which, if done, shall be final and binding.

 

7.02 Successors of the Company

 

The rights and obligations of the Company under the Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.

 

7.03 ERISA Plan

 

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.

 

7.04 Trust

 

The Company shall be responsible for the payment of all benefits under the Plan. At its discretion, the Company may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. Such trust(s) may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to the Participant from any such trust shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

 

7.05 Employment Not Guaranteed

 

Nothing contained in the Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Participant any right to continued employment with the Corporation.

 

7.06 Gender, Singular and Plural

 

All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) requires. As the context may require, the singular may be read as the plural and the plural as the singular.

 

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7.07 Headings

 

The headings of the Sections, subsections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

 

7.08 Validity

 

If any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect, the validity of any other provision(s) of the Plan.

 

7.09 Waiver of Breach

 

The waiver by the Company of any breach of any provision of the Plan by a Participant or Beneficiary shall not operate or be construed as a waiver of any subsequent breach.

 

7.10 Applicable Law

 

The Plan is intended to conform and be governed by ERISA. In any case where ERISA does not apply, the Plan shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

7.11 Notice

 

Any notice required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and either hand-delivered, or sent by first class mail to the principal office of the Company at One PPG Place, Pittsburgh, PA 15272, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of delivery.

 

SECTION VIII CHANGE IN CONTROL

 

8.01 Payments to a Trustee

 

Upon, or in reasonable anticipation of a Change in Control, as defined in Section 8.02, all contingent Awards outstanding shall be deemed to

 

- 18 -


have been earned on such basis as the Committee shall prescribe and then paid to a trustee or otherwise on such terms as the Committee may prescribe or permit and any deferred amounts shall be paid to a trustee or otherwise in such form and on such terms as the Committee may prescribe or permit.

 

8.02 Definition: Change in Control

 

A “Change in Control” shall mean:

 

  (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”).

 

For purposes of this subsection (a) the following acquisitions shall not constitute a Change in Control:

 

Any acquisition directly from the Company;

 

Any acquisition by the Company;

 

Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

 

Any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this section 8.02.

 

  (b)

Individuals who, as of January 1, 1999, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be

 

- 19 -


considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

 

  (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination:

 

  (i) All or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

 

  (ii) No Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of Common Stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and

 

- 20 -


  (iii) At least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

 

  (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

 

  (e) A majority of the Board otherwise determines that a Change in Control shall have occurred.

 

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Exhibit 10.3

 

PPG INDUSTRIES, INC.

 

EXECUTIVE OFFICERS’

 

LONG TERM INCENTIVE PLAN


Table of Contents

 

Statement of Purpose
Section   I    Definitions
Section   II    Awards
Section   III    Termination/Disability/Death
Section   IV    Specific Provisions Related to Benefits
Section   V    Administration & Claims
Section   VI    Amendment & Termination
Section   VII    Miscellaneous
Section   VIII    Change in Control


 

STATEMENT OF PURPOSE

 

The PPG Industries Executive Officers’ Long Term Incentive Plan is intended to further the long-term growth of the Corporation by providing incentive, in addition to current compensation, to certain executive officers of the Corporation who will have a substantial opportunity to influence such long-term growth. Specifically the Plan:

 

Associates the personal interests of executive officers with the shareholders of the Corporation by relating capital accumulation to objective business or financial criteria, such as the returns to shareholders, return on capital, cash return on capital, return on equity, earnings (pre-tax or after-tax) and earnings growth;

 

Provides a compensation program to executive officers which is competitive with compensation opportunities in competing industries;

 

Encourages executive officers to continue as employees of the Corporation.

 

- 1 -


SECTION I - DEFINITIONS

 

1.01 Administrator means the senior Human Resources officer of the Company, and any person(s) designated by such Administrator to assist in the administration of the Plan.

 

1.02 Affiliate means any business entity, other than a Subsidiary Corporation, in which PPG has an equity interest.

 

1.03 Award means the TSR Shares or Restricted Stock Units granted to a Covered Employee in accordance with Section 2.02.

 

1.04 Award Agreement means the agreement executed by the Corporation and a Covered Employee, in such form as the Administrator determines, which sets forth the number of TSR Shares or Restricted Stock Units awarded and terms and conditions applicable to the Award.

 

1.05 Award Goals means the specific performance-based goals relating to an Award set by the Committee no later than 90 days after the commencement of an Award Period which determine the amount of a Payment, as defined in Section 2.04(a), if any, which would be paid upon the achievement of such goals at the end of an Award Period.

 

1.06 Award Period means the three-year period commencing with January 1 of the year in which an Award is made.

 

1.07 Beneficiary means the person or persons designated by a Covered Employee to receive benefits hereunder following the Covered Employee’s death, in accordance with section 3.03; provided , however, in the event a Covered Employee fails to designate a Beneficiary in accordance with Section 4.02, his/her Beneficiary shall be the Beneficiary designated under the Deferred Compensation Plan. For purposes of this Section 1.05, “person or persons” is limited to an individual, a Trustee or a Covered Employee’s estate.

 

1.08 Board means the Board of Directors of PPG Industries, Inc.

 

1.09 Committee means the Officers-Directors Compensation Committee (or any successor) of the Board.

 

1.10 Common Stock means the common stock of PPG Industries, Inc.

 

1.11 Company or PPG means PPG Industries, Inc.

 

1.12 Corporation means PPG and any Subsidiary designated by the Committee as eligible to participate in the Plan, and which, by proper authorization of the Board of Directors or other governing body of such Subsidiary, elects to participate in the Plan.

 

1.13 Covered Employee means any Executive Officer who may be deemed to be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

 

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1.14 Deferred Compensation Plan means the PPG Industries, Inc. Deferred Compensation Plan.

 

1.15 Disability means any long-term disability. The Administrator, in his complete and sole discretion, shall determine a Covered Employee’s Disability; provided , however, that a Covered Employee who is approved to receive Long-Term Disability benefits pursuant to the PPG Industries, Inc. Long-Term Disability Plan shall be considered to have a Disability. The Administrator may require that a Covered Employee submit to an examination from time to time, but no more often than annually, at the expense of the Company, by a competent physician or medical clinic, selected by the Administrator, to confirm Disability. On the basis of such medical evidence, the determination of the Administrator as to whether or not a condition of Disability exists or continues shall be conclusive.

 

1.16 Dividend Equivalent means a hypothetical dividend on TSR Shares or Restricted Stock Units, granted on the same date as dividends are paid on the Company’s Common Stock and having a value on the date granted equal to the value of actual dividends paid on a share of the Company’s Common Stock on the same date.

 

1.17 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

 

1.18 Fair Market Value of the Common Stock means the average of the closing sale prices reported on the New York Stock Exchange-Composite Tape for the Common Stock for all days in the month of December during which the New York Stock Exchange is open in the last year of the Award Period to which the Award being paid wholly or partly in shares of Common Stock relates.

 

1.19 Payment has the meaning set forth in Section 2.04(a).

 

1.20 Plan means the PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan, as set forth herein and as amended from time to time.

 

1.21 Prior Plan means the PPG Industries, Inc. Long Term Incentive Plan for Key Employees, formerly the PPG Industries, Inc. Total Shareholder Return Plan for Key Employees.

 

1.22 Restricted Stock Unit means a unit which is equivalent to one share of Common Stock.

 

1.23 Restricted Stock Unit Account means an account maintained for a Covered Employee to which Restricted Stock Units are credited.

 

1.24 Subsidiary means any corporation of which fifty percent (50%) or more of the outstanding voting stock or voting power is owned, directly or indirectly, by the Company and any partnership or other entity in which the Company has a fifty percent (50%) or more ownership interest.

 

1.25 TSR Account means an account maintained for a Covered Employee to which TSR Shares are credited.

 

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1.26 TSR Share means a hypothetical share of stock which is equivalent to one share of Common Stock.

 

SECTION II - PARTICIPATION & AWARDS

 

2.01 Participation

 

All Covered Employees shall be eligible to receive one or more Awards for each Award Period. Such determination shall be at the total discretion of the Committee based on the Committee’s estimation of those Covered Employees who will have a substantial opportunity to influence the long-term growth of the Corporation.

 

2.02 Awards

 

  (a) The Committee may grant one or more Awards to any Covered Employee in a given year, subject to the limits in clause (f) below. No later than 90 days after the commencement of the relevant Award Period, the Committee shall determine or approve:

 

  (1) The Award Period;

 

  (2) The number of TSR Shares or Restricted Stock Units to be awarded to each Covered Employee in connection with each Award;

 

  (3) The Award Goals for each Award based on one or more of the following business or financial criteria: (i) A comparison of where the total shareholder return of PPG Common Stock (stock price plus accumulated dividends) ranks among the total shareholder return for companies in a relevant stock index; (ii) Return on Capital; (iii) Cash Return on Capital; (iv) Return on Equity; (v) Earnings (pre-tax or after-tax); and (vi) Earnings Growth;

 

  (4) Any terms and conditions applicable to the Awards, including, but not limited to, the imposition of restrictions on the right to transfer shares of Common Stock delivered to Covered Employees. Such terms and conditions may differ for each Award Period.

 

  (b) The Committee may grant Awards at any time during an Award Period; and, when made, such grant shall be effective for the entire Award Period, subject to Section 2.02(g) below; provided , that such Awards granted after the 90-day period described in paragraph (a) above (which may not be entirely tax deductible) shall not affect the tax deductibility of any Awards granted pursuant to paragraph (a).

 

  (c) An Award under the Plan shall be granted to Covered Employees in the form of TSR Shares which shall be reflected in a TSR Account or Restricted Stock Units, which shall be reflected in a Restricted Stock Unit account, maintained by the Company for each Covered Employee.

 

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  (d) Each Award shall be made in writing in an Award Agreement which shall set forth the terms and conditions established by the Committee for the Award.

 

  (e) The Committee shall have the negative discretion to reduce or eliminate any Award for any Award Period as it deems equitable.

 

  (f) The maximum aggregate Awards that may be granted to an individual who is Chief Executive Officer is limited to an aggregate amount of TSR Shares and Restricted Stock Units equivalent to 250,000 shares of Common Stock for any Award Period. The maximum aggregate Awards that may be granted to either of the next two most highly compensated Covered Employees is limited to an aggregate amount of TSR Shares and Restricted Stock Units equivalent to 150,000 shares of Common Stock for any Award Period. The maximum aggregate Awards that may be granted to any other Covered Employee is limited to an aggregate amount of TSR Shares and Restricted Stock Units equivalent to 100,000 shares of Common Stock for any Award Period.

 

  (g) The Committee may terminate an Award at any time during an Award Period if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Corporation.

 

2.03 Dividend Equivalents

 

  (a) Subject to paragraph (c) below, the Committee may determine that each Covered Employee shall be entitled to receive a Dividend Equivalent on any TSR Share or Restricted Stock Unit in his/her TSR Account or Restricted Stock Unit Account during the Award Period.

 

  (b) Dividend Equivalents shall be credited into the Covered Employee’s account in the Deferred Compensation Plan and credited to the PPG Stock Account or other Investment Account(s) in the Deferred Compensation Plan as designated by the Covered Employee under the provisions of the Deferred Compensation Plan.

 

  (c) Dividend Equivalent payments shall not be made on any TSR Shares or Restricted Stock Units following the date a Covered Employee’s employment is terminated or the date the Covered Employee is determined to have a Disability.

 

  (d) A Covered Employee shall be entitled to payment of Dividend Equivalents in accordance with the provisions of the Deferred Compensation Plan without regard to the actual payment or non-payment of the Award to which the Dividend Equivalents relate.

 

- 5 -


2.04 Payment of Awards

 

  (a) In accordance with the provisions of this Plan and the conditions set forth in the Award Agreement, a Covered Employee shall be entitled to a payment on account of an Award at the end of the Award Period (“Payment”).

 

  (b) Payments to Covered Employees will be made in the form of Common Stock, or cash or a combination of both, as the Committee may determine.

 

  (c) The amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock.

 

As to shares of Common Stock which constitute all or any part of a Payment, the Committee may impose such restrictions concerning their transferability and/or their forfeitability as provided in the Award Agreement.

 

  (d) Payments shall be made to Covered Employees as soon as practicable after the Committee has determined that the terms and conditions with respect to the Award have been satisfied - i.e.: generally, within two and one-half months after the end of the Award Period.

 

  (e) If any dividends are declared on the Common Stock portion of a Payment on a date subsequent to the close of a Award Period but prior to the delivery of Common Stock shares to a Covered Employee, an amount equivalent to such dividends shall be paid in cash to the Covered Employee.

 

  (f) Any Award granted to a Covered Employee under the Prior Plan may be adopted by the Committee and paid out under this Plan if the Committee determines that (1) objective Award Goals were established under the Prior Plan no later than 90 days after the commencement of the relevant Award Period, (2) the Awards granted under the Prior Plan do not exceed the maximums set forth in Section 2.02(f), (3) the Award Goals have been met, (4) the material terms of the Awards granted under the Prior Plan do not differ from this Plan, as approved by the Company’s shareholders, and (5) payment of such Awards satisfies the requirements of Section 162(m) of the Code.

 

  (g) Prior to the payment of any Award under this Plan, the Committee shall certify that the Award Goals for such Award have been met.

 

  (h) The Committee shall have the negative discretion to reduce or eliminate any Payment made for any Award Period.

 

2.05 Deferral of Payments

 

  (a) A Covered Employee may elect to defer receipt of a Payment in accordance with this Section 2.05.

 

- 6 -


  (b) A Covered Employee may elect to defer either 25%, 50%, 75% or 100% of his/her Payment. Any balance which is not deferred in accordance with this paragraph shall be paid to the Covered Employee in Common Stock and cash, as determined in accordance with Section 2.04(b).

 

  (c) Except as otherwise provided in paragraph (d) below, all elections pursuant to Section 2.05 must be filed with the Administrator no later than the last day of the year prior to the last year of the Award Period, and such election shall become irrevocable as of the first day of the last year of the Award Period.

 

  (d) Covered Employees who are granted an Award during the last year of an Award Period may make an election in accordance with this Section 2.05 within the 30-day period following notice to the Participant that he or she has been granted such Award.

 

  (e) The value of any amount deferred in accordance with this Section 2.05, as determined in TSR Shares or Restricted Stock Units, shall be credited to the PPG Stock Account in the Deferred Compensation Plan at the time the Payment would otherwise be made following the Award Period and shall be subject to the provisions of the Deferred Compensation Plan.

 

SECTION III - TERMINATION/DISABILITY/DEATH

 

3.01 Retirement

 

If a Covered Employee’s employment with the Corporation terminates during an Award Period because of retirement, and after the Covered Employee has been an eligible participant for at least 12 months of the Award Period, the Covered Employee shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Covered Employee would otherwise have been entitled by a fraction - the numerator of which is the number of months the Covered Employee was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

3.02 Disability

 

If a Covered Employee’s employment with the Corporation terminates during an Award Period because of Disability, and after the Covered Employee has been an eligible participant for at least 12 months of the Award Period, the Covered Employee shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Covered Employee would otherwise have been entitled by a fraction - the numerator of which is the number of months the Covered Employee was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

- 7 -


3.03 Death

 

If a Covered Employee’s employment with the Corporation terminates during an Award Period because of the Covered Employee’s death, and after the Covered Employee has been an eligible participant for at least 12 months of the Award Period, the Covered Employee’s Beneficiary shall be entitled to a prorated Award which shall be determined at the end of the Award Period. Such prorated Award shall be determined by multiplying the Award to which the Covered Employee would otherwise have been entitled by a fraction - the numerator of which is the number of months the Covered Employee was employed during the Award Period and the denominator of which is the total number of calendar months in the Award Period.

 

3.04 Termination

 

If a Covered Employee’s employment with the Corporation terminates during an Award Period for any reason other than retirement, Disability or Death, the Award shall be forfeited on the date of such termination; provided , however, that the Committee, in its sole discretion, may determine that the Covered Employee will be entitled to a prorated Award.

 

SECTION IV - SPECIFIC PROVISIONS RELATED TO BENEFITS

 

4.01 Nonassignability

 

  (a) Except as provided in paragraph (b) below and in section 5.02, no person shall have any power to encumber, sell, alienate, or otherwise dispose of his/her interest under the Plan prior to actual payment to and receipt thereof by such person; nor shall the Administrator recognize any assignment in derogation of the foregoing. No interest hereunder of any person shall be subject to attachment, execution, garnishment or any other legal, equitable, or other process.

 

  (b) Paragraph (a) above shall not apply to the extent that a Covered Employee’s interest under the Plan is alienated pursuant to a “Qualified Domestic Relations Order” (“QDRO”) as defined in §414(p) of the Code.

 

  (1) The administrator is authorized to adopt such procedural and substantive rules and to take such procedural and substantive actions as the Administrator may deem necessary or advisable to provide for the payment of amounts from the Plan to an Alternate Payee as provided in a QDRO. Such rules and actions shall be consistent with the principal purposes of the Plan.

 

  (2) Under no circumstances may the Administrator accept an order as a QDRO following a Covered Employee’s death.

 

  (3) No Payment shall be made to an Alternate Payee until such Payment would otherwise be payable to a Covered Employee.

 

- 8 -


4.02 Beneficiary Designation

 

  (a) The Covered Employee shall have the right, at any time, to designate any person(s) as Beneficiary. The designation of a Beneficiary shall be effective on the date it is received by the Administrator, provided the Covered Employee is alive on such date.

 

  (b) Each time a Covered Employee submits a new Beneficiary designation form to the Administrator, such designation shall cancel all prior designations.

 

  (c) In the case of a Covered Employee who does not have a valid Beneficiary designation on file at the time of his/her death, or in the case the designated Beneficiary predeceases the Covered Employee, any Payment to which the Covered Employee would have been entitled shall be paid to the Covered Employee’s estate at the end of the Award Period.

 

4.03 Limited Right to Assets of the Corporation

 

  (a) No Covered Employee or other person shall have any claim or right to be granted an Award under the Plan.

 

  (b) The Benefits paid under the Plan shall be paid from the general funds of the Company, and the Covered Employees and any Beneficiary shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder.

 

4.04 Forfeiture Provision

 

Notwithstanding any other provisions herein:

 

  (a) If at any time within the Award Period or within one year after the Award Period, the Covered Employee engages in any activity in competition with any activity of the Corporation, or contrary or harmful to the interests of the Corporation, including, but not limited to:

 

  (1) Conduct related to the Covered Employee’s employment for which either criminal or civil penalties against the Covered Employee may be sought; or

 

  (2) Violation of the Corporation’s Business Conduct Policies; or

 

  (3) Accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Corporation, including employing or recruiting any present, former or future employee of the Corporation; or

 

  (4) Disclosing or misusing any confidential information or material concerning the Corporation; or

 

- 9 -


  (5) Participating in a hostile take over attempt;

 

then the Award shall terminate effective on the date on which the Committee determines that Covered Employee has engaged in such activity. Any “Award Gain” realized by the Covered Employee shall be paid by the Covered Employee to the Company. For purposes of this Section 4.04, “Award Gain” shall mean the cash and the closing market price of the Common Stock delivered to the Covered Employee pursuant to an Award. Any portion of a Payment which was deferred shall be forfeited from the Covered Employee’s account in the Deferred Compensation Plan in accordance with this Section 4.04.

 

  (b) By executing the Award Agreement, the Covered Employee shall agree to a deduction from any amounts the Corporation owes the Covered Employee from time to time (including amounts owed to the Covered Employee as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Covered Employee), to the extent of amounts owed to the Corporation in accordance with paragraph (a) above. Whether or not the Corporation elects to make any set-off in whole or in part, if the Corporation does not recover by means of set-off the full amount the Covered Employee owes in accordance with paragraph (a), the Covered Employee agrees to pay the unpaid balance to the Corporation immediately upon notification by the Administrator.

 

  (c) The Covered Employee may be released from the Covered Employee’s obligations under paragraphs (a) and (b) above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Corporation.

 

4.05 Taxes

 

The Corporation shall have the right to deduct, or to require the Covered Employee or other person receiving a payment under the Plan to pay to the Corporation any Federal or state taxes required by law to be withheld or paid.

 

SECTION V - ADMINISTRATION & CLAIMS

 

5.01 Administration

 

  (a) The Committee shall designate the Administrator to administer the Plan and interpret, construe and apply its provisions in accordance with its terms. Subject to the terms of the Plan the Administrator shall have the complete authority to:

 

  (1) Construe the terms of the Plan; and

 

  (2) Control and manage the operation of the Plan.

 

  (b) The Administrator shall have the authority to establish rules for the administration and interpretation of the Plan and the transaction of its business. The determination of the Administrator as to any disputed question shall be conclusive.

 

- 10 -


  (c) The Administrator may employ counsel and other agents and may procure such clerical, accounting and other services as the Administrator may require in carrying out the provisions of the Plan.

 

  (d) The Administrator shall not receive any compensation from the Plan for his services.

 

  (e) The Corporation shall indemnify and save harmless the Administrator against all expenses and liabilities arising out of the Administrator’s service as such, excepting only expenses and liabilities arising from the Administrator’s own gross negligence or willful misconduct, as determined by the Committee.

 

5.02 Claims

 

  (a) Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally and physically competent and of age. If the Administrator determines that such person is mentally or physically incompetent or is a minor, payment shall be made to the legally appointed guardian, conservator, or other person who has been appointed by a court of competent jurisdiction to care for the estate of such person, provided that proper proof of such appointment is furnished in a form and manner suitable to the Administrator. Any payment made under the provisions of the paragraph (a) shall be a complete discharge of any liability therefor under the Plan. The Administrator shall not be required to see to the proper application of any such payment.

 

  (b) Claims Procedure

 

Claims for benefits by a Covered Employee or Beneficiary shall be filed, in writing, with the Administrator. If the Administrator denies the claim, in whole or in part, the Administrator shall furnish a written notice to the claimant setting forth a statement of the specific reasons for the denial of the claim, references to the specific provisions of the Plan on which the denial is based, a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the review procedure. Such notice shall be written in a way calculated to be understandable by the claimant.

 

The written notice from the Administrator shall be furnished to the claimant within ninety (90) days following the date on which the claim was filed, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 90-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 90 days.

 

- 11 -


  (c) Review Procedure

 

Within sixty (60) days of the date the Administrator denies a claim, in whole or in part, the claimant, or his/her authorized representative, may request that the decision be reviewed. Such request shall be in writing, shall be filed with the Administrator, and shall contain the following information:

 

  (1) The date on which the denial was received by the claimant;

 

  (2) The date on which the claimant’s request for review was filed with the Administrator;

 

  (3) The specific portions of the denial which the claimant requests the Administrator to review;

 

  (4) A statement setting forth the basis on which the claimant believes that a review of the decision is required;

 

  (5) Any written material which the claimant desires the Administrator to take into consideration in reviewing the claim.

 

The Administrator shall afford the claimant, or his/her authorized representative, an opportunity to review documents pertinent to the claim, and shall conduct a full and fair review of the claim and its denial. The Administrator’s decision on such review shall be furnished to the claimant in writing, and shall be written in a manner calculated to be understandable to the claimant. Such decision shall include a statement of the specific reason(s) for the decision, including references to the specific provision(s) of the Plan relied upon.

 

The written notice from the Administrator shall be furnished to the claimant within sixty (60) days following the date on which the request for review was received by the Administrator, except that if special circumstances require an extension of time, the Administrator shall notify the claimant of this need within such 60-day period. Such notice shall inform the claimant the nature of the circumstances necessitating the need for additional time and the date by which the claimant will be furnished with the decision regarding the claim. Such extension may provide for up to an additional 60 days.

 

5.03 Plan Expenses

 

The cost of administering the Plan shall be paid by the Corporation.

 

- 12 -


SECTION VI - AMENDMENT AND TERMINATION

 

6.01 Amendment of the Plan

 

  (a) Except as provided in paragraph (b) below, the Board or the Committee may amend the Plan, in whole or in part, at any time.

 

  (b) No amendment may, without shareholder approval, (1) expand the class of eligible employees, (2) increase either the maximum award to an individual Covered Employee or the maximum aggregate number of shares payable, or (3) change the list of business or financial criteria to be used to establish Award Goals.

 

6.02 Termination of the Plan

 

The Plan shall terminate when all TSR Shares or Restricted Stock Units subject to Award under the Plan or all Common Stock available for delivery under the Plan have been paid out or delivered or on such earlier date as may be determined by the Board or the Committee

 

6.03 Company Action

 

The Company’s power to amend or terminate the Plan shall be exercisable by the Board or by the Committee, or by any individual authorized by the Board to exercise such powers.

 

SECTION VII - MISCELLANEOUS

 

7.01 Share and Award Authorization

 

  (a) Awards of TSR Shares or Restricted Stock Units which are determined by the Committee to be entitled to Dividend Equivalents shall entitle Covered Employees to Dividend Equivalents but not to actual dividends, voting or other rights of shareholders. TSR Shares or Restricted Stock Units covered by Awards which are not earned or are forfeited for any reason shall, unless the Plan has been terminated, again be available for other Awards under the Plan. The maximum number to TSR Shares or Restricted Stock Units which may be awarded under the Plan on and after the date hereof shall not exceed the number of shares authorized and available for award as approved by shareholders as set forth in paragraph (d) below, subject to adjustment as provided in paragraph (c) below.

 

  (b) The maximum number of shares of Common Stock which shall be available for issuance and delivery to Covered Employees under this Plan on and after this date shall not exceed the number of shares authorized and available for issuance as approved by shareholders, as set forth in paragraph (d) below, subject to adjustment as provided in paragraph (c) below.

 

- 13 -


  (c) In the event of any change in the number of outstanding shares of Common Stock by reason of any stock dividend, stock split, reorganization, merger, consolidation, exchange of shares or similar change, a corresponding change shall be made in:

 

  (i) The number of TSR Shares or Restricted Stock Units available for grant pursuant to Section 2.02;

 

  (ii) The number of shares of Common Stock available for issuance and delivery pursuant to paragraph (b) above;

 

  (iii) The number of TSR Shares or Restricted Stock Units contingently held by any Covered Employee unless the Committee makes a contrary determination, which it may do in its sole discretion and which, if done, shall be final and binding.

 

  (d) The maximum aggregate number of shares of Common Stock that may be paid out for all Covered Employees under this Plan shall not exceed 1,000,000 shares without shareholder approval.

 

7.02 Successors of the Company

 

The rights and obligations of the Company under the Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.

 

7.03 ERISA Plan

 

The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.

 

7.04 Trust

 

The Company shall be responsible for the payment of all benefits under the Plan. At its discretion, the Company may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. Such trust(s) may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Benefits paid to the Covered Employee from any such trust shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

 

7.05 Employment Not Guaranteed

 

Nothing contained in the Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Covered Employee any right to continued employment with the Corporation.

 

- 14 -


7.06 Gender, Singular and Plural

 

All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) requires. As the context may require, the singular may be read as the plural and the plural as the singular.

 

7.07 Headings

 

The headings of the Sections, subsections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

 

7.08 Validity

 

If any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect, the validity of any other provision(s) of the Plan.

 

7.09 Waiver of Breach

 

The waiver by the Company of any breach of any provision of the Plan by a Covered Employee or Beneficiary shall not operate or be construed as a waiver of any subsequent breach.

 

7.10 Applicable Law

 

The Plan is intended to conform and be governed by ERISA. In any case where ERISA does not apply, the Plan shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

7.11 Notice

 

Any notice required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and either hand-delivered, or sent by first class mail to the principal office of the Company at One PPG Place, Pittsburgh, PA 15272, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of delivery.

 

SECTION VIII - CHANGE IN CONTROL

 

8.01 Payments to a Trustee

 

Upon, or in reasonable anticipation of a Change in Control, as defined in Section 8.02, all contingent Awards outstanding shall be deemed to have been earned on such basis as the Committee shall prescribe and then paid to a trustee or otherwise on such terms as the Committee may prescribe or permit and any deferred amounts shall be paid to a trustee or otherwise in such form and on such terms as the Committee may prescribe or permit.

 

- 15 -


8.02 Definition: Change in Control

 

A “Change in Control” shall mean:

 

  (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”).

 

For purposes of this subsection (a) the following acquisitions shall not constitute a Change in Control:

 

Any acquisition directly from the Company;

 

Any acquisition by the Company;

 

Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

 

Any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this section 8.02.

 

  (b) Individuals who, as of January 1, 1999, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

 

  (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination:

 

  (i) All or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of Common Stock

 

- 16 -


and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

 

  (ii) No Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of Common Stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and

 

  (iii) At least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

 

  (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

 

(e) A majority of the Board otherwise determines that a Change in Control shall have occurred.

 

- 17 -

Exhibit 12

 

PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES

Computation of Ratio of Earnings to Fixed Charges

(Dollars in millions)

 

     Year Ended December 31

  

Six Months
Ended

June 30,
2004


     1999

   2000

   2001

   2002

    2003

  

Earnings:

                                          

Earnings (loss) before income taxes and net earnings in equity affiliates

   $ 945    $ 978    $ 651    $ (27 )   $ 847    $ 491

Plus:

                                          

Fixed charges exclusive of capitalized interest

     164      217      208      168       153      70

Amortization of capitalized interest

     10      10      10      11       10      5

Adjustments for equity affiliates

     16      20      26      6       3      —  
    

  

  

  


 

  

Total

   $ 1,135    $ 1,225    $ 895    $ 158     $ 1,013    $ 566
    

  

  

  


 

  

Fixed Charges:

                                          

Interest expense including amortization of debt discount/premium and debt expense

   $ 133    $ 177    $ 169    $ 128     $ 107    $ 48

Rentals - portion representative of interest

     31      40      39      40       46      22
    

  

  

  


 

  

Fixed charges exclusive of capitalized interest

     164      217      208      168       153      70

Capitalized interest

     11      16      13      5       3      1
    

  

  

  


 

  

Total

   $ 175    $ 233    $ 221    $ 173     $ 156    $ 71
    

  

  

  


 

  

Ratio of earnings to fixed charges

     6.5      5.3      4.0      —         6.5      8.0
    

  

  

  


 

  

Deficiency of earnings to fixed charges

   $ —      $ —      $ —      $ (15 )   $ —      $ —  
    

  

  

  


 

  

Exhibit 31.1

 

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

 

I, Raymond W. LeBoeuf, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of PPG Industries, Inc. (“PPG”);

 

2. Based on my knowledge, this quarterly 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 quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of PPG as of, and for, the periods presented in this quarterly report;

 

4. PPG’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)) for PPG 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 PPG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b) evaluated the effectiveness of PPG’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

 

  c) disclosed in this quarterly report any change in PPG’s internal control over financial reporting that occurred during PPG’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, PPG’s internal control over financial reporting; and

 

5. PPG’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to PPG’s auditors and the audit committee of PPG’s Board of Directors:

 

  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 PPG’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 PPG’s internal control over financial reporting.

 

Date: July 26, 2004

 

/s/ Raymond W. LeBoeuf


   

Raymond W. LeBoeuf

   

Chairman of the Board and

   

Chief Executive Officer

Exhibit 31.2

 

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

 

I, William H. Hernandez, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of PPG Industries, Inc. (“PPG”);

 

2. Based on my knowledge, this quarterly 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 quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of PPG as of, and for, the periods presented in this quarterly report;

 

4. PPG’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)) for PPG 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 PPG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b) evaluated the effectiveness of PPG’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

 

  c) disclosed in this quarterly report any change in PPG’s internal control over financial reporting that occurred during PPG’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, PPG’s internal control over financial reporting; and

 

5. PPG’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to PPG’s auditors and the audit committee of PPG’s Board of Directors:

 

  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 PPG’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 PPG’s internal control over financial reporting.

 

Date: July 26, 2004

 

/s/ William H. Hernandez


   

William H. Hernandez

   

Senior Vice President, Finance

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 Quarterly Report of PPG Industries, Inc. on Form 10-Q for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond W. LeBoeuf, 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/ Raymond W. LeBoeuf


Raymond W. LeBoeuf

Chief Executive Officer

July 26, 2004

 

A signed original of this written statement required by Section 906 has been provided to PPG Industries, Inc. and will be retained by PPG Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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 Quarterly Report of PPG Industries, Inc. on Form 10-Q for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William H. Hernandez, 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/ William H. Hernandez


William H. Hernandez

Chief Financial Officer

July 26, 2004

 

A signed original of this written statement required by Section 906 has been provided to PPG Industries, Inc. and will be retained by PPG Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.