PPG INDUSTRIES INC (Form: 10-Q, Received: 07/30/2012 14:47:49)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

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, 2012

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 2012, 152,688,092 shares of the Registrant’s common stock, par value $1.66-2/3 per share, were outstanding.

PPG INDUSTRIES, INC. AND SUBSIDIARIES

INDEX


		PAGE(S)

Part I. Financial Information

Item 1.	Financial Statements (Unaudited):

Condensed Consolidated Statement of Income			2

Condensed Consolidated Statement of Comprehensive Income			3

Condensed Consolidated Balance Sheet			4

Condensed Consolidated Statement of Cash Flows			5

Notes to Condensed Consolidated Financial Statements			6-38

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		39-50

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		50

Item 4.	Controls and Procedures		50

Part II. Other Information

Item 1.	Legal Proceedings		52

Item 1A.	Risk Factors		53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53

Item 4.	Mine Safety Disclosures		54

Item 6.	Exhibits		54

Signature			55

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Income (Unaudited)

(Millions, except per share amounts)


	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Net sales	$	3,955		$	3,986		$	7,707		$	7,519
Cost of sales, exclusive of depreciation and amortization		2,352			2,417			4,581			4,544
Selling, general and administrative		821			829			1,672			1,626
Depreciation		87			88			176			174
Amortization (Note 6)		27			31			56			62
Research and development		113			110			224			213
Interest expense		50			55			101			108
Interest income		(9	)		(11	)		(19	)		(21	)
Business restructuring (Note 7)		—			—			208			—
Asbestos settlement – net (Note 18)		3			3			6			6
Other charges (Note 18)		18			14			189			46
Other earnings		(34	)		(50	)		(65	)		(90	)

Income before income taxes		527			500			578			851

Income tax expense (Note 11)		131			128			131			220


Net income attributable to the controlling and noncontrolling interests		396			372			447			631
Less: net income attributable to noncontrolling interests		(34	)		(32	)		(72	)		(63	)

Net income (attributable to PPG)	$	362		$	340		$	375		$	568

Earnings per common share (Note 10)	$	2.37		$	2.15		$	2.45		$	3.57


Earnings per common share – assuming dilution (Note 10)	$	2.34		$	2.12		$	2.42		$	3.52

Dividends per common share	$	0.59		$	0.57		$	1.16		$	1.12

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

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

(Millions)


	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Net income attributable to the controlling and noncontrolling interests	$	396		$	372		$	447		$	631


Other comprehensive income, net of tax:
Pension and other postretirement benefits (Note 12)		50			5			58			49
Unrealized currency translation adjustment		(184	)		111			(47	)		284
Unrealized losses on marketable securities		—			(1	)		—			—
Net change – derivatives (Note 15)		(12	)		(6	)		(6	)		3


Other comprehensive (loss) income, net of tax		(146	)		109			5			336


Total comprehensive income		250			481			452			967
Less: amounts attributable to noncontrolling interests:
Net income		(34	)		(32	)		(72	)		(63	)
Unrealized currency translation adjustment		6			(5	)		2			(8	)


Comprehensive income attributable to PPG:	$	222		$	444		$	382		$	896

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

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheet (Unaudited)

(Millions)


	June 30, 2012			Dec. 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	1,017		$	1,457
Short-term investments		230			25
Receivables (less allowance for doubtful accounts of $77 and $71)		3,310			2,830
Inventories (Note 5)		1,775			1,607
Other		819			775

Total current assets		7,151			6,694

Property (net of accumulated depreciation of $6,006 and $5,893)		2,719			2,721
Investments		419			387
Goodwill (Note 6)		2,644			2,660
Identifiable intangible assets - net (Note 6)		1,067			1,125
Other assets		817			795

Total	$	14,817		$	14,382


Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt and current portion of long-term debt (Note 8)	$	647		$	108
Asbestos settlement (Note 18)		642			593
Accounts payable and accrued liabilities		3,160			2,996
Business restructuring (Note 7)		116			5

Total current liabilities		4,565			3,702

Long-term debt (Note 8)		2,964			3,574
Asbestos settlement (Note 18)		231			241
Deferred income taxes		241			272
Accrued pensions (Note 12)		997			968
Other postretirement benefits (Note 12)		1,216			1,307
Other liabilities		928			872

Total liabilities		11,142			10,936


Commitments and contingent liabilities (Note 18)

Shareholders’ equity (Note 13):
Common stock		484			484
Additional paid-in capital		815			783
Retained earnings		9,486			9,288
Treasury stock, at cost		(5,531	)		(5,506	)
Accumulated other comprehensive loss		(1,793	)		(1,800	)

Total PPG shareholders’ equity		3,461			3,249
Noncontrolling interests		214			197

Total shareholders’ equity		3,675			3,446


Total	$	14,817		$	14,382

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

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Millions)


	Six Months Ended June 30
	2012			2011
Operating activities:
Net income attributable to controlling and noncontrolling interests	$	447		$	631
Adjustments to reconcile net income to cash from operations:
Depreciation and amortization		232			236
Pension expense (Note 12)		80			68
Business restructuring (Note 7)		208			—
Environmental remediation (Note 18)		159			—
Equity affiliate earnings, net of dividends		(8	)		(19	)
Asbestos settlement, net of tax		4			4
Cash contributions to pension plans		(47	)		(106	)
Restructuring cash spending (Note 7)		(33	)		(13	)
Change in certain asset and liability accounts:
Increase in receivables		(436	)		(508	)
Increase in inventories		(135	)		(176	)
Increase in other current assets		(17	)		(62	)
Increase in accounts payable and accrued liabilities		103			159
Increase in noncurrent assets		(7	)		(7	)
Decrease in noncurrent liabilities		(12	)		(7	)
Change in accrued tax and interest		(83	)		12
Other		(21	)		40

Cash from operating activities		434			252


Investing activities:
Capital spending:
Additions to property and long-term investments		(146	)		(134	)
Business acquisitions, net of cash balances acquired (Note 4)		(52	)		(52	)
Deposit of cash into escrow (Note 4)		(26	)		(3	)
Release of cash held in escrow		19			—
Purchase of short-term investments		(250	)		(100	)
Proceeds from maturity of short-term investments		25			474
Payments on cross currency swap contracts		(41	)		(46	)
Monetization of cross currency swap contracts		1			—
Collection of notes receivable (Note 16)		—			90
Return of capital, equity affiliate (Note 16)		—			78
Reductions of other property and investments		40			18

Cash (used for) from investing activities		(430	)		325


Financing activities:
Debt:
Net change in borrowings with maturities of three months or less		10			12
Proceeds from other long-term debt		—			3
Repayment of term loan (Note 8)		—			(400	)
Repayment of 6 7/8% notes at maturity (Note 8)		(71	)		—
Repayment of acquired debt (Note 8)		(117	)		—
Repayment of other long-term debt		(3	)		(6	)
Other financing activities:
Issuance of treasury stock (Note 13)		71			61
Purchase of treasury stock (Note 13)		(92	)		(383	)
Dividends paid (Note 13)		(177	)		(178	)
Dividends paid on subsidiary common stock to noncontrolling interests (Note 13)		(52	)		(32	)
Other		(12	)		(38	)

Cash used for financing activities		(443	)		(961	)


Effect of currency exchange rate changes on cash and cash equivalents		(1	)		25

Net decrease in cash and cash equivalents		(440	)		(359	)
Cash and cash equivalents, beginning of period		1,457			1,341

Cash and cash equivalents, end of period	$	1,017		$	982

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

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.	Basis of Presentation

The condensed consolidated 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”) as of June 30, 2012, and the results of their operations for the three and six months ended June 30, 2012 and 2011 and their cash flows for the six months then ended. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in PPG’s Annual Report on Form 10-K for the year ended December 31, 2011.

The results of operations for the six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.

2.	New Accounting Standards

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to the fair value measurement guidance and disclosure requirements that established common U.S. Generally Accepted Accounting Principles (“GAAP”) and International Financial Reporting Standards (“IFRS”) measurement and reporting requirements. The new requirements were effective for the first interim or annual period beginning after December 15, 2011 and were to be applied prospectively. PPG adopted the new requirements in the first quarter of 2012; however, the adoption of this guidance did not have a material effect on its consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued an amendment to the requirements for presenting comprehensive income. The new requirements were effective for the first interim or annual period beginning after December 15, 2011 and were to be applied retrospectively. The standard requires other comprehensive income to be presented in a continuous statement of comprehensive income that would combine the components of net income and other comprehensive income, or in a separate, but consecutive, statement following the statement of income. PPG adopted these new requirements in the first quarter of 2012.

3.	Fair Value Measurement

The accounting guidance on fair value measurement establishes a hierarchy with three levels of inputs used to determine fair value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities, considered to be the most reliable evidence of fair value, and should be used whenever available. Level 2 inputs are observable prices that are not quoted on active exchanges. Level 3 inputs are unobservable inputs used for measuring the fair value of assets or liabilities.

Assets and liabilities reported at fair value on a recurring basis:

(Millions)


	Level 1		Level 2		Level 3		Total
At June 30, 2012

Short-term investments:
Marketable equity securities	$	4	$	—	$	—	$	4
Other current assets:
Foreign currency contracts ⁽¹⁾		—		2		—		2
Equity forward arrangement ⁽²⁾		—		89		—		89
Investments:
Marketable equity securities		60		—		—		60
Other assets:
Interest rate swaps ⁽²⁾		—		27		—		27
Accounts payable and accrued liabilities:
Foreign currency contracts ⁽²⁾		—		8		—		8
Forward starting swaps ⁽²⁾		—		108		—		108
Natural gas swap contracts ⁽²⁾		—		1		—		1
Other liabilities:
Cross currency swaps ⁽²⁾		—		38		—		38
Foreign currency contracts ⁽²⁾		—		1		—		1


At December 31, 2011

Short-term investments:
Commercial paper and restricted cash	$	—	$	21	$	—	$	21
Marketable equity securities		4		—		—		4
Other current assets:
Foreign currency contracts ⁽²⁾		—		1		—		1
Interest Rate Swaps ⁽²⁾		—		1		—		1
Equity forward arrangement ⁽²⁾		—		56		—		56
Investments:
Marketable equity securities		56		—		—		56
Other assets:
Interest rate swaps ⁽²⁾		—		25		—		25
Accounts payable and accrued liabilities:
Foreign currency contracts ⁽²⁾		—		6		—		6
Forward starting swaps ⁽²⁾		—		92		—		92
Natural gas swap contracts ⁽²⁾		—		9		—		9
Other liabilities:
Cross currency swaps ⁽²⁾		—		120		—		120
Foreign currency contracts ⁽²⁾		—		1		—		1

(1)	$1 million of this balance is designated as a hedging instrument under U.S. GAAP.

(2)	This entire balance is designated as a hedging instrument under U.S. GAAP.

Assets and liabilities reported at fair value on a nonrecurring basis:

(Millions)

As a result of finalizing a restructuring plan, as discussed in Note 7, “Business Restructuring”, long-lived assets with a carrying amount of $10 million were written-down to their fair value of $7 million, resulting in a charge of $3 million, which was included in the business restructuring

expense reported in the six months ended June 30, 2012. These long-lived assets were valued using Level 3 inputs.

4.	Acquisitions

During the six months ended June 30, 2012, the Company closed three acquisitions related to its coatings businesses. The total cost of these acquisitions was $207 million, including debt assumed of $122 million. These acquisitions also provide for contingent payments and escrowed holdbacks. Substantially all of the acquisition activity relates to the two acquisitions described below.

In early January 2012, PPG completed the purchase of European coatings company Dyrup A/S (“Dyrup”), based in Copenhagen, Denmark, from its owner, Monberg & Thorsen A/S, a public holding company, for $44 million, of which $26 million is currently being held in escrow. As part of the transaction, PPG assumed debt of $120 million and acquired cash of $6 million. Dyrup, a producer of architectural coatings and woodcare products, operates six manufacturing facilities throughout Europe, and its products are sold primarily in Denmark, France, Germany, Portugal, Poland, and Spain through professional and do-it-yourself channels.

Also in early January 2012, PPG completed the purchase of the coatings businesses of Colpisa Colombiana de Pinturas and its affiliate, Colpisa Equador (“Colpisa”), for $38 million, of which $2 million is currently being held back as contingent payments. Colpisa manufactures and distributes coatings for automotive original equipment manufacturer (“OEM”), automotive refinish and industrial customers in Colombia and Ecuador.

The preliminary purchase price allocations related to the acquisitions made in 2012 resulted in an excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, which has been recorded as an addition to goodwill. The Dyrup and Colpisa acquisitions included an $8 million flow-through cost of sales of the step up to fair value of inventory acquired.

The following table summarizes the estimated fair value of assets acquired and liabilities assumed as reflected in the preliminary purchase price allocations for the Dyrup and Colpisa acquisitions recorded as of June 30, 2012.


	(Millions)
Cash	$	6
Current assets		133

Property, plant, and equipment		80
Goodwill		13
Other non-current assets		40

Total assets	$	272

Short-term debt		(110	)
Current liabilities		(61	)
Long-term debt		(10	)
Other long-term liabilities		(9	)

Net assets	$	82

Total purchase price including cash in escrow and contingent payments	$	82

During the six months ended June 30, 2011, PPG spent $52 million on several acquisitions. In May 2011, PPG acquired the assets of Equa-Chlor, Inc. for $28 million, of which $3 million is held in escrow. PPG assessed the fair value of the assets acquired and liabilities assumed, which consisted principally of property and operating working capital. PPG recorded a net benefit of $9 million stemming from a bargain purchase gain of $10 million reflecting the excess of the fair value of the net assets acquired over the price paid for the business and a $1 million loss related to the flow-through cost of sales of the step up to fair value of acquired inventory. The gain is reported in Other earnings in the accompanying condensed consolidated statement of income for the three and six months ended June 30, 2011. The remaining amounts spent on acquisitions during the six-month period ending June 30, 2011 represent other acquisitions in the coatings businesses.

5.	Inventories

Inventories as of June 30, 2012 and December 31, 2011 are detailed below:


	June 30, 2012		Dec. 31, 2011
	(Millions)
Finished products	$	1,047	$	935
Work in process		157		144
Raw materials		454		414
Supplies		117		114

Total	$	1,775	$	1,607

Most U.S. inventories are valued using the last-in, first-out method. These inventories represented approximately 35 percent of total inventories at June 30, 2012 and December 31, 2011, respectively. If the first-in, first-out method of inventory valuation had been used, inventories would have been $248 million and $232 million higher as of June 30, 2012 and December 31, 2011, respectively.

6.	Goodwill and Other Identifiable Intangible Assets

The change in the carrying amount of goodwill attributable to each reportable segment for the six months ended June 30, 2012 was as follows:


	Performance Coatings			Industrial Coatings			Architectural Coatings – EMEA			Optical and Specialty Materials			Commodity Chemicals		Glass		Total
	(Millions)
Balance, Dec. 31, 2011	$	1,139		$	484		$	933		$	48		$	6	$	50	$	2,660
Acquisitions		4			3			9			—			—		—		16
Currency		(6	)		(6	)		(19	)		(1	)		—		—		(32	)

Balance, June 30, 2012	$	1,137		$	481		$	923		$	47		$	6	$	50	$	2,644

The carrying amount of acquired trademarks with indefinite lives as of June 30, 2012 and December 31, 2011 totaled $316 million.

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


	June 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(Millions)
Acquired technology	$	512	$	(330	)	$	182	$	511	$	(308	)	$	203
Customer-related intangibles		942		(444	)		498		945		(412	)		533
Tradenames		118		(53	)		65		116		(50	)		66
Other		33		(27	)		6		32		(25	)		7

Balance	$	1,605	$	(854	)	$	751	$	1,604	$	(795	)	$	809

Aggregate amortization expense related to these identifiable intangible assets for the three and six months ended June 30, 2012 was $27 million and $56 million, respectively, and for the three and six months ended June 30, 2011 was $31 million and $62 million, respectively. As of June 30, 2012, estimated future amortization expense of identifiable intangible assets is as follows: $61 million for the remaining six months of 2012, approximately $107 million in 2013, approximately $100 to $105 million in 2014 and 2015, and approximately $85 million in 2016 and 2017.

7.	Business Restructuring

In March 2012, the Company finalized a restructuring plan to reduce its cost structure, primarily due to continuing weak economic conditions in Europe and in the commercial and residential construction markets in the U.S. and Europe. As part of this restructuring plan, PPG will close several laboratory, warehouse and distribution facilities and small production units and will reduce staffing. The restructuring will impact a number of businesses globally, primarily the global architectural businesses and general and administrative functions in Europe.

As a result of this restructuring plan, in March 2012 the Company recorded a charge of $208 million for business restructuring, including severance and other costs of $160 million, asset write-offs of $53 million, and a net pension curtailment gain of $5 million. The Company expects to incur additional costs of approximately $8 million directly associated with the restructuring actions for demolition, dismantling, relocation and training that will be charged to expense as incurred. To date, approximately $1 million of these expenses have been recognized. The Company expects to incur the majority of the remainder of these additional expenses ratably over the remainder of 2012.

The following table summarizes the restructuring plan and the activity in the restructuring reserve during the six months ended June 30, 2012:


(Millions, except no. of employees)	Severance and Other Costs			Pension Curtailment (Gains)/Losses			Asset Write-offs			Total Reserve			Employees Impacted
Performance Coatings	$	52		$	1		$	12		$	65			740
Industrial Coatings		39			(1	)		8			46			348
Architectural Coatings - EMEA		65			(5	)		3			63			795
Optical & Specialty Materials		2			—			30			32			50
Commodity Chemicals		1			—			—			1			22
Corporate		1			—			—			1			4

Total	$	160		$	(5	)	$	53		$	208			1,959
Activity to date		(30	)		5			(53	)		(78	)		(835	)
Currency Impact		(5	)		—			—			(5	)		—

Balance as of June 30, 2012	$	125		$	—		$	—		$	125			1,124

Amounts related to 2012 restructuring reserve that are expected to be paid out after June 30, 2013 are classified as Other liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2012. In addition to the amounts related to the 2012 restructuring reserve, there were also cash payments of approximately $3 million and $13 million related to prior restructuring programs made in the six months ended June 30, 2012 and 2011, respectively.

Debt

During the six months ended June 30, 2012, the Company reclassified the $600 million of 5.75% notes due 2013 to Short-term debt and current portion of long-term debt in the accompanying condensed consolidated balance sheet as these notes are now due to be repaid within 12 months. Also during the six months ended June 30, 2012, the Company assumed $120 million of debt in the Dyrup acquisition; repaid $117 million of that debt, and repaid the $71 million of 6 7/8% notes upon their maturity.

9.	Variable Interest Entities

PPG has a 50 percent ownership interest in RS Cogen, L.L.C., which toll produces electricity and steam that are primarily sold to PPG and its joint venture partner under take-or-pay contracts with terms that extend to 2022. The joint venture was formed with a wholly-owned subsidiary of Entergy Corporation (“Entergy”) in 2000 for the construction and operation of a $300 million process steam, natural gas-fired cogeneration facility in Lake Charles, La., the majority of which was financed by loans having terms that extend to 2022 from a syndicate of banks. The joint venture also maintains revolving credit arrangements which are drawn upon to manage short-term cash flow needs. These arrangements are subordinate to the senior credit facilities. The cogeneration facility serves as collateral under the most senior credit facility and neither owner has provided guarantees to any of the lenders to RS Cogen.

PPG’s future commitment to purchase electricity and steam from the joint venture approximates $23 million per year subject to contractually defined inflation adjustments for the next 11 years. The purchases for the years ended December 31, 2011, 2010 and 2009 were $23 million in each year.

RS Cogen is a variable interest entity under U.S. accounting guidance. The daily operations of the cogeneration facility are the activities of RS Cogen that most significantly impact its economic performance. These activities are directed by a management team with oversight by a management committee that has equal representation from PPG and Entergy. By the terms

of the joint venture agreement, all decisions of the management committee require approval by a majority of its members. Accordingly, the power to direct the activities of RS Cogen is equally shared between RS Cogen’s two owners and, thus, PPG does not consider itself to be the joint venture’s primary beneficiary. Accordingly, PPG accounts for its investment in RS Cogen under the equity method of accounting.

The following table summarizes PPG’s maximum exposure to loss associated with RS Cogen.


(Millions)
Investment in and advances to RS Cogen	$	13
Take-or-pay obligation under power tolling arrangement through 2023		246

Maximum exposure to loss as of June 30, 2012	$	259

10.

Earnings Per Common Share

The following table presents the earnings per common share calculations for the three and six months ended June 30, 2012 and 2011.


	Three Months Ended June 30				Six Months Ended June 30
(Millions, except per share amounts)	2012		2011		2012		2011

Earnings per common share (attributable to PPG)
Net income (attributable to PPG)	$	362	$	340	$	375	$	568
Weighted average common shares outstanding		153.2		158.2		153.0		159.4


Earnings per common share (attributable to PPG)	$	2.37	$	2.15	$	2.45	$	3.57


Earnings per common share - assuming dilution (attributable to PPG)
Net income (attributable to PPG)	$	362	$	340	$	375	$	568

Weighted average common shares outstanding		153.2		158.2		153.0		159.4

Effect of dilutive securities:
Stock options		0.9		1.3		0.9		1.3
Other stock compensation plans		0.9		0.8		0.8		0.8

Potentially dilutive common shares		1.8		2.1		1.7		2.1

Adjusted weighted average common shares outstanding		155.0		160.3		154.7		161.5


Earnings per common share - assuming dilution (attributable to PPG)	$	2.34	$	2.12	$	2.42	$	3.52

There were no antidilutive outstanding stock options for the three or six months periods ended June 30, 2012 or 2011.

11.

Income Taxes

The effective tax rate on pretax earnings for the six months ended June 30, 2012 was approximately 22.7 percent compared to approximately 26 percent for the first half year of 2011. The effective tax rate for the six months ended 2012 includes tax benefits of $60 million or 37.7 percent on the $159 million charge for environmental remediation costs, $45 million or 21.4 percent on the $208 million business restructuring charge, $2 million or 28.6 percent on the acquisition-related expenses of $6 million and $1 million or 37.7 percent on the business divestiture / merge costs of $4 million. The effective rate for the first six months of 2011 included the impact of the non-taxable bargain purchase gain resulting from the Equa-Chlor acquisition. The effective tax rate on the remaining pre-tax earnings was 25 percent resulting in tax expense of $239 million for the first six months of 2012 compared to 26 percent or $220 million for the first six months of 2011.

The Company files federal, state and local income tax returns in numerous domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is no longer subject to examinations by tax authorities in any major tax jurisdiction for years before 2003. Additionally, the Internal Revenue Service (“IRS”) has completed its examination of the Company’s U.S. federal income tax returns filed for years through 2008. The IRS is currently conducting its examination of the Company’s U.S. federal income tax returns for 2009 and 2010. The examination of the 2009 return is expected to be completed during 2012, the examination of the 2010 return is expected to be completed during 2013.

12.

Pensions and Other Postretirement Benefits

The net periodic benefit costs for the three and six months ended June 30, 2012 and 2011 were as follows:


	Pensions
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
	(Millions)
Service cost	$	15		$	15		$	32		$	32
Interest cost		61			65			122			128
Expected return on plan assets		(75	)		(79	)		(150	)		(156	)
Amortization of prior service cost		—			—			—			—
Amortization of actuarial losses		39			32			76			60
Curtailment (gains) losses		—			—			—			4

Net periodic pension cost	$	40		$	33		$	80		$	68

PPG does not have a mandatory contribution to make to its U.S. defined benefit pension plans in 2012; however, the company may make voluntary contributions to its U.S. pension plans in 2012 of up to $60 million. PPG expects to make mandatory contributions to its non-U.S. plans in 2012 of approximately $90 million, of which $47 million was made as of June 30, 2012.

In January 2011, the Company approved an amendment to one of its U.S. defined benefit pension plans that represented 77 percent of the total U.S. projected benefit obligation at December 31, 2010. Pursuant to this amendment, employees ceased accruing benefits under this plan as of December 31, 2011 or will cease accruing benefits as of December 31, 2020 depending upon the

employee’s combined age and service to PPG. The affected employees will participate in the Company’s defined contribution retirement plan from the date their benefit under the defined benefit plan is frozen. The Company remeasured the projected benefit obligation of the amended plan, which resulted in an approximate $65 million reduction in the liability and lowered 2011 pension expense by approximately $12 million. The Company recognized a curtailment loss associated with this plan amendment of $4 million in the first quarter of 2011.


	Other Postretirement Benefits
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
	(Millions)
Service cost	$	5		$	4		$	11		$	9
Interest cost		14			16			29			32
Amortization of prior service credit		(4	)		(3	)		(6	)		(6	)
Amortization of actuarial losses		7			8			17			15

Net periodic other postretirement benefit cost	$	22		$	25		$	51		$	50

13.

Shareholders’ Equity

The following tables present the change in total shareholders’ equity for the six months ended June 30, 2012 and 2011, respectively:


(Millions)	Total PPG Shareholders’ Equity			Non- controlling Interests			Total
Balance, January 1, 2012	$	3,249		$	197		$	3,446
Net income		375			72			447
Other comprehensive income, net of tax		7			(2	)		5
Cash dividends		(177	)		—			(177	)
Issuance of treasury stock		80			—			80
Purchase of treasury stock		(92	)		—			(92	)
Stock-based compensation activity		19			—			19
Dividends paid on subsidiary common stock to noncontrolling interests		—			(52	)		(52	)
Other changes in noncontrolling interests		—			(1	)		(1	)

Balance, June 30, 2012	$	3,461		$	214		$	3,675


(Millions)	Total PPG Shareholders’ Equity			Non- controlling Interests			Total
Balance, January 1, 2011	$	3,638		$	195		$	3,833
Net income		568			63			631
Other comprehensive income, net of tax		328			8			336
Cash dividends		(178	)		—			(178	)
Issuance of treasury stock		84			—			84
Purchase of treasury stock		(383	)		—			(383	)
Stock-based compensation activity		(3	)		—			(3	)
Dividends paid on subsidiary common stock to noncontrolling interests		—			(32	)		(32	)

Balance, June 30, 2011	$	4,054		$	234		$	4,288

14.

Financial Instruments, Excluding Derivative Financial Instruments

Included in PPG’s financial instrument portfolio are cash and cash equivalents, short-term investments, cash held in escrow, marketable equity securities, company-owned life insurance and short and long-term debt instruments. The fair values of these financial instruments approximated their carrying values at June 30, 2012 and December 31, 2011, in the aggregate, except for long-term debt.

Long-term debt (excluding capital lease obligations) had carrying and fair values totaling $3,537 million and $4,126 million, respectively, as of June 30, 2012. Long-term debt (excluding capital lease obligations) had carrying and fair values totaling $3,617 million and $4,154 million, respectively, as of December 31, 2011.

The fair values of the debt instruments were based on discounted cash flows and interest rates then currently available to the Company for instruments of the same remaining maturities. The fair value of debt is measured using level 2 inputs.

15.

Derivative Financial Instruments and Hedge Activities

The Company recognizes all derivative financial instruments as either assets or liabilities at fair value on the balance sheet. The accounting for changes in the fair value of a derivative depends on the use of the instrument. To the extent that a derivative is effective as a hedge of an exposure to future changes in cash flows, the change in fair value of the instrument is deferred in accumulated other comprehensive (loss) income (“AOCI”). Any portion considered to be ineffective is reported in earnings immediately, including changes in value related to credit risk. To the extent that a derivative is effective as a hedge of an exposure to future changes in fair value, the change in the derivative’s fair value is offset in the condensed consolidated statement of income by the change in fair value of the item being hedged. To the extent that a derivative or a financial instrument is effective as a hedge of a net investment in a foreign operation, the change in the derivative’s fair value is deferred as an unrealized currency translation adjustment in AOCI.

PPG’s policies do not permit speculative use of derivative financial instruments. PPG uses derivative instruments to manage its exposure to fluctuating natural gas prices through the use of natural gas swap contracts. PPG also uses forward currency and option contracts as hedges against its exposure to variability in exchange rates on short-term intercompany transactions, unrecognized firm sales commitments and cash flows denominated in foreign currencies. PPG uses foreign denominated debt and cross currency swap contracts to hedge net investments in foreign operations. Interest rate swaps are used to manage the Company’s exposure to changing interest rates as such rate changes affect the fair value of fixed rate borrowings. Forward starting swaps are used to lock-in a fixed interest rate, to which will be added a corporate spread, related to future long-term debt refinancings. PPG also uses an equity forward arrangement to hedge the Company’s exposure to changes in the fair value of PPG stock that is to be contributed to the asbestos settlement trust as discussed in Note 18, “Commitments and Contingent Liabilities.”

PPG enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties in order to reduce its exposure to credit losses. The Company did not realize a credit loss on derivatives during the six month periods ended June 30, 2012 or 2011.

PPG centrally manages certain of its foreign currency transaction risks to minimize the volatility in cash flows caused by currency fluctuations. Decisions on whether to use derivative financial instruments to hedge the net transaction exposures related to all regions of the world are made

based on the amount of those exposures by currency and, in certain situations, an assessment of the near-term outlook for certain currencies. This net hedging strategy does not qualify for hedge accounting; therefore, the change in the fair value of these instruments is recorded in Other charges in the accompanying condensed consolidated statement of income in the period of change. As of June 30, 2012 and December 31, 2011, the fair value of these contracts were assets of $1 million and $0.4 million, respectively.

PPG designates forward currency contracts as hedges against the Company’s exposure to variability in exchange rates on short-term intercompany borrowings and transactions denominated in foreign currencies. To the extent effective, changes in the fair value of these instruments are deferred in AOCI and subsequently reclassified to Other charges in the accompanying condensed consolidated statement of income as foreign exchange gains and losses are recognized on the related intercompany transactions. The portion of the change in fair value considered to be ineffective is recognized immediately in Other charges in the accompanying condensed consolidated statement of income. All amounts related to these instruments deferred in AOCI as of June 30, 2012 will be reclassified to earnings within the next twelve months. As of June 30, 2012 and December 31, 2011, the fair value of these instruments was a net liability of $6 million and $5 million, respectively.

PPG designates forward currency contracts as hedges against the Company’s exposure to future changes in fair value related to certain firm sales commitments denominated in foreign currencies. These contracts are designated as fair value hedges. As such, they are reported at fair value in the Company’s condensed consolidated balance sheet, with changes in the fair value of these contracts and that of the related firm sales commitments reported in net sales. As of June 30, 2012, these contracts converted $77 million to the South Korean won over the 24 month period ending June 30, 2014. As of December 31, 2011, these contracts converted $91 million to the South Korean won over the 30 month period ending June 30, 2014. As of June 30, 2012 and December 31, 2011, the fair value of the contracts was a net liability of $2 million and $1 million, respectively.

As of January 1, 2012, PPG had nine U.S. dollar to euro cross currency swap contracts with a total notional amount of $1.16 billion, of which $600 million were to settle on March 15, 2013 and $560 million are to settle on March 15, 2018. In June 2012, $600 million swaps, with a settlement date of March 15, 2013, were settled at which time PPG received $1 million. On settlement of the remaining outstanding contracts, PPG will receive $560 million U.S. dollars and pay euros to the counterparties to the contracts. During the term of these contracts, PPG will receive semiannual payments in March and September of each year based on U.S. dollar, long-term fixed interest rates, and PPG will make annual payments in March of each year to the counterparties based on euro, long-term fixed interest rates. The Company designated all of the cross currency swaps as hedges of its net investment in the acquired SigmaKalon businesses and, as a result, the mark to market fair value adjustments of the swaps outstanding have been and will be recorded as a component of AOCI, and the cash flow impact of these swaps has been and will be classified as investing activities in the condensed consolidated statement of cash flows. As of June 30, 2012 and December 31, 2011, the fair value of these contracts was a net liability of $38 million and $120 million, respectively.

As of June 30, 2012 and December 31, 2011, PPG designated €300 million euro-denominated borrowings as a hedge of a portion of PPG’s net investment in the Company’s European operations. Also during 2010, certain portions of PPG’s various other euro-denominated borrowings were designated as hedges of PPG’s investments in its European operations. As a result, the change in book value from adjusting these foreign denominated borrowings to current spot rates was deferred in AOCI.

As of June 30, 2012 and December 31, 2011 the Company had accumulated pretax unrealized translation gains in AOCI of $64 million and $14 million, respectively, which related to both the euro-denominated borrowings and the cross currency swaps that have been designated as hedges of net investments.

Deferrals in AOCI related to hedges of the Company’s net investments in European operations would be reclassified and recognized in earnings upon a substantial liquidation, sale or partial sale of such investments or upon impairment of all or a portion of such investments.

The Company manages its interest rate risk by balancing its exposure to fixed and variable rates while attempting to minimize its interest costs. Generally, the Company maintains variable interest rate debt at a level of approximately 25 percent to 50 percent of total borrowings. PPG principally manages its fixed and variable interest rate risk by retiring and issuing debt from time to time and through the use of interest rate swaps. As of June 30, 2012 and December 31, 2011, these swaps converted $395 million and $445 million of fixed rate debt to variable rate debt, respectively. The swaps are designated as fair value hedges. As such, these swaps are carried at fair value. Changes in the fair value of these swaps and that of the related debt are recorded in Interest Expense in the accompanying condensed consolidated statement of income. As of June 30, 2012 and December 31, 2011, the fair value of these contracts was a net asset of $27 million and $26 million, respectively.

The Company entered into forward starting swaps in 2009 and in the second quarter of 2010 to effectively lock-in a fixed interest rate of 4.8 percent for future debt refinancings with an anticipated term of ten years based on the ten year swap rate, to which will be added a corporate spread. All of the swap contracts are required to be settled on July 30, 2012. As of June 30, 2012 and December 31, 2011, the notional amount of the swaps outstanding totaled $400 million. To the extent that the swaps are effective, changes in the fair values of the swap contracts are deferred in AOCI. The portion of the change in fair value considered to be ineffective is recognized immediately in Other charges in the accompanying condensed consolidated statement of income. Amounts deferred in AOCI will be reclassified to Interest Expense over the same period of time that interest expense is recognized on the future borrowings. As of June 30, 2012 and December 31, 2011, the fair value of these swaps was a liability of $108 million and $92 million, respectively.

The Company uses derivative instruments to manage its exposure to fluctuating natural gas prices through the use of natural gas swap contracts. To the extent that these instruments are effective in hedging PPG’s exposure to price changes, changes in the fair values of the hedge contracts are deferred in AOCI and reclassified to Cost of sales, exclusive of depreciation and amortization as the natural gas is purchased. The amount of ineffectiveness is reported in Other charges in the accompanying condensed consolidated statement of income immediately. As of June 30, 2012 and December 31, 2011, the fair value of these contracts was a liability of $1 million and $9 million, respectively. As of June 30, 2012, the total pretax loss deferred in AOCI related to contracts that mature within the third quarter of 2013.

PPG entered into a one-year renewable equity forward arrangement with a bank in 2003 in order to mitigate the impact on PPG earnings of changes in the fair value of 1,388,889 shares of PPG stock that are to be contributed to the asbestos settlement trust as discussed in Note 18, “Commitments and Contingent Liabilities.” This instrument, which has been renewed, is recorded at fair value as an asset or liability and changes in the fair value of this instrument are reflected in the Asbestos settlement – net caption of the accompanying condensed consolidated statement of income. The total principal amount payable for these shares is $62 million. PPG will pay to the bank interest based on the principal amount and the bank will pay to PPG an amount equal to the dividends paid on these shares during the period this instrument is outstanding. The difference between the principal amount and any amounts related to unpaid interest or dividends and the current market

price for these shares, adjusted for credit risk, represents the fair value of the instrument as well as the amount that PPG would pay or receive if the bank chose to net settle the instrument. Alternatively, the bank may, at its option, require PPG to purchase the shares covered by the arrangement at the principal amount adjusted for unpaid interest and dividends as of the date of settlement. As of June 30, 2012 and December 31, 2011, the fair value of this contract was an asset of $89 million and $56 million, respectively.

No derivative instrument initially designated as a hedge instrument was undesignated or discontinued as a hedging instrument during the six month periods ended June 30, 2012 or 2011. Nor were any amounts deferred in AOCI reclassified to earnings during these periods related to hedges of anticipated transactions that were no longer expected to occur.

All of the outstanding derivative instruments are subject to accelerated settlement in the event of PPG’s failure to meet its debt obligations or payment obligations under the terms of the instruments’ contractual provisions. In addition, should the Company be acquired and its payment obligations under the derivative instruments’ contractual arrangements not be assumed by the acquirer, or should PPG enter into bankruptcy, receivership or reorganization proceedings, the instruments would also be subject to accelerated settlement.

For the first six months of 2012, Other comprehensive income included a net pretax loss due to cash flow hedge derivatives of $9 million ($6 million, net of tax). This loss was comprised of realized losses of $23 million and unrealized losses of $32 million. The realized losses related to the settlement during the period of natural gas contracts, interest rate swaps owned by RS Cogen (Refer to Note 9, “Variable Interest Entities” for a discussion regarding this equity method investment) and foreign currency contracts. The unrealized losses related to the change in fair value of forward starting swaps, natural gas and foreign currency contracts.

For the first six months of 2011, Other comprehensive income included a net pretax gain due to cash flow hedge derivatives of $5 million ($3 million, net of tax). This gain was comprised of realized losses of $8 million and unrealized losses of $3 million. The realized losses related to the settlement during the period of natural gas contracts, interest rate swaps owned by RS Cogen (Refer to Note 9, “Variable Interest Entities” for a discussion regarding this equity method investment), offset in part by realized gains on settlement of foreign currency contracts. The unrealized losses related to the change in fair value of forward starting swaps, natural gas contracts, and interest rate swaps owned by RS Cogen, offset in part by the change in fair value of foreign currency contracts.

Refer to Note 3, “Fair Value Measurement,” for additional disclosures related to the Company’s derivative instruments outstanding as of June 30, 2012 and December 31, 2011.

The following table provides details for the six month period ended June 30, 2012 related to fair value, cash flow and net investment hedges by type of derivative and financial instrument. All amounts are pretax:


(Millions) Hedge Type	Gain (Loss) Deferred in OCI			Gain (Loss) Recognized
(Millions) Hedge Type	Gain (Loss) Deferred in OCI			Amount			Caption
Fair Value
Interest rate swaps (a)		Not applicable		$	4		Interest expense
Foreign currency contracts (a)		Not applicable			—		Sales
Equity forward arrangements (a)		Not applicable			33		Asbestos - net

Total Fair Value				$	37

Cash Flow
Natural gas swaps (a)	$	(3	)	$	(10	)	Cost of sales
Interest rate swaps of an equity method investee		—			(1	)	Other earnings
Forward starting swaps (a)		(17	)		—
Foreign currency contracts (b)		(12	)		(12	)	Other charges

Total Cash Flow	$	(32	)	$	(23	)

Net Investment
Cross currency swaps (c)	$	41		$	—
Foreign denominated debt		9			Not applicable

Total Net Investment	$	50

Non-Hedge
Foreign currency contracts		Not applicable		$	—		Other charges

Total Non-Hedge				$	—

(a)	The ineffective portion related to each of these items was not greater than $0.3 million of income or expense.

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

(c)	The ineffective portion related to this item was $1 million of expense.

The following tables provide details for the six month period ended June 30, 2011 related to fair value, cash flow and net investment hedges by type of financial instrument. All amounts are pretax:


(Millions) Hedge Type	Gain (Loss) Deferred in OCI			Gain (Loss) Recognized
(Millions) Hedge Type	Gain (Loss) Deferred in OCI			Amount			Caption
Fair Value
Interest rate swaps (a)		Not applicable		$	9		Interest expense
Foreign currency contracts (c)		Not applicable			2		Sales
Equity forward arrangements (a)		Not applicable			10		Asbestos - net

Total Fair Value				$	21

Cash Flow
Natural gas swaps (c)	$	(3	)	$	(20	)	Cost of sales
Interest rate swaps of an equity method investee		—			(1	)	Other earnings
Forward starting swaps (c)		(12	)		—
Foreign currency contracts (b)		12			13		Other charges

Total Cash Flow	$	(3	)	$	(8	)

Net Investment
Cross currency swaps (a)	$	(92	)	$	—
Foreign denominated debt		(33	)		Not applicable

Total Net Investment	$	(125	)

Non-Hedge
Foreign currency contracts		Not applicable		$	(1	)	Other charges

Total Non-Hedge				$	(1	)

(a)	The ineffective portion related to each of these items was less than $0.3 million of expense.

(b)	The ineffective portion related to this item was $3 million of expense.

(c)	The ineffective portion related to this item was less than $0.5 million of income.

16.

Cash Flow Information

Cash payments for interest were $114 million and $112 million for the six months ended June 30, 2012 and 2011, respectively. Cash payments for income taxes for the six months ended June 30, 2012 and 2011 were $225 million and $171 million, respectively.

In April 2011, the Company received $168 million from Pittsburgh Glass Works LLC (“PGW”), PPG’s former automotive glass and services business. The $168 million was comprised of the repayment of $90 million of notes receivable from PGW and a $78 million return of capital.

17.

Stock-Based Compensation

The Company’s stock-based compensation includes stock options, restricted stock units (“RSUs”) and grants of contingent shares that are earned based on achieving targeted levels of total shareholder return. All current grants of stock options, RSUs and contingent shares are made under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (“PPG Amended Omnibus Plan”), which was amended and restated effective April 21, 2011. Shares available for future grants under the PPG Amended Omnibus Plan were 8.4 million as of June 30, 2012.

Total stock-based compensation expense was $17 million and $31 million for the three and six months ended June 30, 2012, respectively, and $10 million and $21 million for the three and six months ended June 30, 2011, respectively. The total income tax benefit recognized in the accompanying condensed consolidated statement of income related to the stock-based compensation was $6 million and $11 million for the three and six months ended June 30, 2012, respectively, and $4 million and $8 million for the three and six months ended June 30, 2011, respectively.

Stock Options

PPG has outstanding stock option awards that have been granted under two stock option plans: the PPG Industries, Inc. Stock Plan (“PPG Stock Plan”) and the PPG Amended Omnibus Plan. Under the PPG Amended Omnibus Plan and the PPG Stock Plan, certain employees of the Company have been granted options to purchase shares of common stock at prices equal to the fair market value of the shares on the date the options were granted. The options are generally exercisable beginning from six to 48 months after being granted and have a maximum term of 10 years. Upon exercise of a stock option, shares of Company stock are issued from treasury stock. The PPG Stock Plan includes a restored option provision for options originally granted prior to January 1, 2003 that allows an optionee to exercise options and satisfy the option price by certifying ownership of mature shares of PPG common stock with equivalent market value.

In the first quarter of 2012, PPG granted 779,498 stock options under the PPG Amended Omnibus Plan at a weighted average exercise price of $89.94 per share. The weighted average fair value of options granted was $17.90 per share. In the first quarter of 2011, PPG granted 601,862 stock options under the PPG Omnibus Plan at a weighted average exercise price of $88.70 per share. The weighted average fair value of options granted was $19.22 per share.

The fair value of stock options issued to employees is measured on the date of grant and is recognized as expense over the requisite service period. PPG estimates the fair value of stock options using the Black-Scholes option pricing model. The risk-free interest rate is determined by using the U.S. Treasury yield curve at the date of the grant and using a maturity equal to the

expected life of the option. The expected life of options is calculated using the average of the vesting term and the maximum term, as prescribed by accounting guidance on the use of the simplified method for determining the expected term of an employee share option. This method is used as the vesting term of stock options was changed to three years in 2004 and, as a result, the historical exercise data does not provide a reasonable basis upon which to estimate the expected life of options. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options.

The fair value of the first quarter 2012 grants was calculated with the following weighted average assumptions:


Risk free interest rate	1.3	%
Expected life of option in years	6.5
Expected dividend yield	3.3	%
Expected volatility	29.4	%

Restricted Stock Units

Long-term incentive value is delivered to selected key management employees by granting RSUs, which have either time or performance-based vesting features. The fair value of an RSU is equal to the market value of a share of PPG stock on the date of grant. Time-based RSUs vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three year vesting period. Performance-based RSUs vest based on achieving specific annual performance targets for earnings per share growth and cash flow return on capital over the three calendar year-end periods following the date of grant. Unless forfeited, the performance-based RSUs will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three-year performance period if PPG meets the performance targets. The amount paid for performance-based awards may range from 0% to 180% of the original grant, based upon the frequency with which the annual earnings per share growth and cash flow return on capital performance targets are met over the three calendar year periods. For the purposes of expense recognition, PPG has assumed that performance-based RSUs granted in 2010 will vest at the 150 percent level and those granted in 2011 and 2012 will vest at the 100 percent level. As of December 31, 2011, four of the four possible performance targets had been met for the 2010 grant and two of the two possible performance targets had been met for the 2011 grant.

In the first quarter of 2012, PPG granted 245,997 RSUs at a weighted average fair value of $83.27 per share. In the first quarter of 2011, PPG granted 209,602 RSUs at a weighted average fair value of $82.02 per share.

Contingent Share Grants

The Company also provides grants of contingent shares to selected key executives that may be earned based on PPG total shareholder return over the three-year period following the date of grant. Contingent share grants (referred to as “TSR awards”) are made annually and are paid out at the end of each three-year period based on the Company’s performance. Performance is measured by determining the percentile rank of the total shareholder return of PPG common stock in relation to the total shareholder return of the S&P 500 for the three-year period following the date of grant. The payment of awards following the three-year award period will be based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0 percent to 220 percent of the initial grant. A payout of 100 percent is earned if the

target performance is achieved. Contingent share awards for the 2010-2012, 2011-2013, and 2012-2014 periods earn dividend equivalents for the award period, which will be paid to participants with the award payout at the end of the period based on the actual number of contingent shares that are earned. Any payments made at the end of the award period may be in the form of stock, cash or a combination of both. The TSR awards qualify as liability awards, and compensation expense is recognized over the three-year award period based on the fair value of the awards (giving consideration to the Company’s percentile rank of total shareholder return) remeasured in each reporting period until settlement of the awards.

18.

Commitments and Contingent Liabilities

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. These lawsuits and claims, the most significant of which are described below, relate to contract, patent, environmental, product liability, antitrust and other matters arising out of the conduct of PPG’s current and past business activities. To the extent that these lawsuits and claims involve personal injury and property damage, PPG believes it has adequate insurance; however, certain of PPG’s insurers are contesting coverage with respect to some of these claims, and other insurers, as they had prior to the asbestos settlement described below, may contest coverage with respect to some of the asbestos claims if the settlement is not implemented. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.

The results of any future litigation of the above lawsuits and claims are inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the settlement described below does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

Antitrust Matters

In 2010, Transitions Optical, Inc. (“TOI”), a consolidated subsidiary of the Company, entered into a settlement agreement, without admitting liability, with the Federal Trade Commission, which had alleged that TOI violated Section 5 of the Federal Trade Commission Act. Following the announcement of the settlement with the Federal Trade Commission, 30 private putative class cases were filed against TOI, alleging that it has monopolized and/or conspired to monopolize the market for photochromic lenses. All of the federal actions have been transferred and centralized in the Middle District of Florida (the “MDL Action”). Amended complaints in the MDL Action were filed in November and December 2010. In late 2011, the court ruled on TOI’s motion to dismiss and allowed the plaintiffs to file new or further amended complaints. Plaintiffs in the MDL Action include Insight Equity A.P. X, LP, d/b/a Vision-Ease Lens Worldwide, Inc., which has sued on its own behalf, and putative classes of “direct purchasers,” including laboratories and retailers (the “Lab/Retailer Plaintiffs”), and “indirect purchasers,” consisting of end-user consumers. Plaintiffs in the MDL Action generally allege that TOI’s exclusive dealing arrangements resulted in higher prices and seek lost profits and damages determined by the price premium attributable to wrongful exclusive deals. The damages sought are subject to trebling. The Lab/Retailer Plaintiffs also allege that TOI and certain affiliates of Essilor International SA conspired with respect to the wrongful exclusive dealing arrangements. Briefing with respect to class certification is expected to be completed in late 2012. TOI believes it has meritorious defenses and continues to defend all of the above-described actions vigorously.

Asbestos Matters

For over 30 years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. Most of PPG’s potential exposure relates to allegations by plaintiffs that PPG should be liable for injuries involving asbestos-containing thermal insulation products, known as Unibestos, manufactured and distributed by Pittsburgh Corning Corporation (“PC”). PPG and Corning Incorporated are each 50 percent shareholders of PC. PPG has denied responsibility for, and has defended, all claims for any injuries caused by PC products. As of the April 16, 2000 order which stayed and enjoined asbestos claims against PPG (as discussed below), PPG was one of many defendants in numerous asbestos-related lawsuits involving approximately 114,000 claims served on PPG. During the period of the stay, PPG generally has not been aware of the dispositions, if any, of these asbestos claims.

Background of PC Bankruptcy Plan of Reorganization

On April 16, 2000, PC filed for Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the Western District of Pennsylvania located in Pittsburgh, Pa. Accordingly, in the first quarter of 2000, PPG recorded an after-tax charge of $35 million for the write-off of all of its investment in PC. As a consequence of the bankruptcy filing and various motions and orders in that proceeding, the asbestos litigation against PPG (as well as against PC) has been stayed and the filing of additional asbestos suits against them has been enjoined, until 30 days after the effective date of a confirmed plan of reorganization for PC 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, and the legal representatives of future asbestos claimants appointed in the PC bankruptcy, on the terms of a settlement arrangement relating to certain asbestos claims against PPG and PC (the “2002 PPG Settlement Arrangement”).

On March 28, 2003, Corning Incorporated announced that it had separately reached its own arrangement with the representatives of asbestos claimants for the settlement of certain asbestos claims against Corning Incorporated and PC (the “2003 Corning Settlement Arrangement”).

The terms of the 2002 PPG Settlement Arrangement and the 2003 Corning Settlement Arrangement were incorporated into a bankruptcy reorganization plan for PC along with a disclosure statement describing the plan, which PC filed with the Bankruptcy Court on April 30, 2003. Amendments to the plan and disclosure statement were subsequently filed. On November 26, 2003, after considering objections to the second amended disclosure statement and plan of reorganization, the Bankruptcy Court entered an order approving such disclosure statement and directing that it be sent to creditors, including asbestos claimants, for voting. In March 2004, the second amended PC plan of reorganization (the “second amended PC plan of reorganization”) received the required votes to approve the plan with a channeling injunction for present and future asbestos claimants under §524(g) of the Bankruptcy Code. After voting results for the second amended PC plan of reorganization were received, the Bankruptcy Court judge conducted a hearing regarding the fairness of the settlement, including whether the plan would be fair with respect to present and future claimants, whether such claimants would be treated in substantially the same manner, and whether the protection provided to PPG and its participating insurers would be fair in view of the assets they would convey to the asbestos settlement trust (the “Trust”) to be established as part of the second amended PC plan of reorganization. At that hearing, creditors and other parties in interest raised objections to the

second amended PC plan of reorganization. Following that hearing, the Bankruptcy Court scheduled oral arguments for the contested items.

The Bankruptcy Court heard oral arguments on the contested items on November 17-18, 2004. At the conclusion of the hearing, the Bankruptcy Court agreed to consider certain post-hearing written submissions. In a further development, on February 2, 2005, the Bankruptcy Court established a briefing schedule to address whether certain aspects of a decision of the U.S. Third Circuit Court of Appeals in an unrelated case had any applicability to the second amended PC plan of reorganization. Oral arguments on these matters were subsequently held in March 2005. During an omnibus hearing on February 28, 2006, the Bankruptcy Court judge stated that she was prepared to rule on the PC plan of reorganization in the near future, provided certain amendments were made to the plan. Those amendments were filed, as directed, on March 17, 2006. After further conferences and supplemental briefings, in December 2006, the court denied confirmation of the second amended PC plan of reorganization, on the basis that the plan was too broad in the treatment of allegedly independent asbestos claims not associated with PC.

Terms of 2002 PPG Settlement Arrangement

PPG had no obligation to pay any amounts under the 2002 PPG Settlement Arrangement until 30 days after the second amended PC plan of reorganization was finally approved by an appropriate court order that was no longer subject to appellate review (the “Effective Date”). If the second amended PC plan of reorganization had been approved as proposed, PPG and certain of its insurers (along with PC) would have made payments on the Effective Date to the Trust, which would have provided the sole source of payment for all present and future asbestos bodily injury claims against PPG, its subsidiaries or PC alleged to be caused by the manufacture, distribution or sale of asbestos products by these companies. PPG would have conveyed the following assets to the Trust: (i) the stock it owns in PC and Pittsburgh Corning Europe, (ii) 1,388,889 shares of PPG’s common stock and (iii) aggregate cash payments to the Trust of approximately $998 million, payable according to a fixed payment schedule over 21 years, beginning on June 30, 2003, or, if later, the Effective Date. PPG would have had the right, in its sole discretion, to prepay these cash payments to the Trust at any time at a discount rate of 5.5 percent per annum as of the prepayment date. In addition to the conveyance of these assets, PPG would have paid $30 million in legal fees and expenses on behalf of the Trust to recover proceeds from certain historical insurance assets, including policies issued by certain insurance carriers that were not participating in the settlement, the rights to which would have been assigned to the Trust by PPG.

Under the proposed 2002 PPG Settlement Arrangement, PPG’s participating historical insurance carriers would have made cash payments to the Trust of approximately $1.7 billion between the Effective Date and 2023. These payments could also have been prepaid to the Trust at any time at a discount rate of 5.5 percent per annum as of the prepayment date. In addition, as referenced above, PPG would have assigned to the Trust its rights, insofar as they related to the asbestos claims to have been resolved by the Trust, to the proceeds of policies issued by certain insurance carriers that were not participating in the 2002 PPG Settlement Arrangement and from the estates of insolvent insurers and state insurance guaranty funds.

Under the proposed 2002 PPG Settlement Arrangement, PPG would have granted asbestos releases to all participating insurers, subject to a coverage-in-place agreement with certain insurers for the continuing coverage of premises claims (discussed below). PPG would have granted certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. PPG would have also granted certain other participating excess insurers credit against their product liability coverage limits.

If the second amended PC plan of reorganization incorporating the terms of the 2002 PPG Settlement Arrangement and the 2003 Corning Settlement Arrangement had been approved by the Bankruptcy Court, the Court would have entered a channeling injunction under §524(g) and other provisions of the Bankruptcy Code, prohibiting present and future claimants from asserting bodily injury claims after the Effective Date against PPG or its subsidiaries or PC relating to the manufacture, distribution or sale of asbestos-containing products by PC or PPG or its subsidiaries. The injunction would have also prohibited codefendants in those cases from asserting claims against PPG for contribution, indemnification or other recovery. All such claims would have been filed with the Trust and only paid from the assets of the Trust.

Modified Third Amended PC Plan of Reorganization

To address the issues raised by the Bankruptcy Court in its December 2006 ruling, the interested parties engaged in extensive negotiations regarding the terms of a third amended PC plan of reorganization, including modifications to the 2002 PPG Settlement Arrangement. A modified third amended PC plan of reorganization (the “third amended PC plan of reorganization”), including a modified PPG settlement arrangement (the “2009 PPG Settlement Arrangement”), was filed with the Bankruptcy Court on January 29, 2009. The parties also filed a disclosure statement describing the third amended PC plan of reorganization with the court. The third amended PC plan of reorganization also includes a modified settlement arrangement of Corning Incorporated.

Several creditors and other interested parties filed objections to the disclosure statement. Those objections were overruled by the Bankruptcy Court by order dated July 6, 2009 approving the disclosure statement. The third amended PC plan of reorganization and disclosure statement were then sent to creditors, including asbestos claimants, for voting. The report of the voting agent, filed on February 18, 2010, revealed that all voting classes, including asbestos claimants, voted overwhelmingly in favor of the third amended PC plan of reorganization, which included the 2009 PPG Settlement Arrangement. In light of the favorable vote on the third amended PC plan of reorganization, the Bankruptcy Court conducted a hearing regarding the fairness of the proposed plan, including whether (i) the plan would be fair with respect to present and future claimants, (ii) such claimants would be treated in substantially the same manner, and (iii) the protection provided to PPG and its participating insurers would be fair in view of the assets they would convey to the Trust to be established as part of the third amended PC plan of reorganization. The hearing was held in June of 2010. The remaining objecting parties (a number of objections were resolved through plan amendments and stipulations filed before the hearing) appeared at the hearing and presented their cases. At the conclusion of the hearing, the Bankruptcy Court established a briefing schedule for its consideration of confirmation of the plan and the objections to confirmation. That briefing was completed and final oral arguments held in October 2010. On June 16, 2011 the Bankruptcy Court issued a decision denying confirmation of the third amended PC plan of reorganization. Although denying confirmation, PPG believes that the decision viewed favorably many features of that plan.

Since the June 16, 2011 ruling, the third amended plan of reorganization has been the subject of negotiations among the parties in interest, amendments, proposed amendments and hearings. On April 20, 2012, PC filed plan materials with proposed amendments to the third amended PC plan of reorganization, which PPG believes would, upon adoption as a final amended plan, resolve all of the issues raised by the Bankruptcy Court in its June 16, 2011 ruling. On June 21, 2012, the Bankruptcy Court heard argument regarding whether the remaining insurer objectors had standing to continue to prosecute their objections to the plan materials. The Bankruptcy Court did not rule at that time on the question of the remaining insurer objectors’ standing, but took the matter under advisement. On July 17, 2012, the Bankruptcy Court issued an order setting forth the schedule for finalizing an amended plan and moving the PC bankruptcy reorganization proceedings forward. Specifically, the Bankruptcy Court ordered that an amended plan of reorganization be filed on or before August 20, 2012. The order also provides for further proceedings in connection with potential objections to that plan and schedules a hearing for October 10, 2012 for the purpose of determining whether an evidentiary hearing on such amended PC plan of reorganization would be needed and for arguments on objections, if any. PPG is working with PC and the other interested parties toward the filing of an amended PC plan of reorganization as ordered by the Bankruptcy Court. If an amended PC plan of reorganization is not filed by August 20, 2012, then the order provides that a rule to show cause hearing shall be held on October 10, 2012 for the purpose of determining whether the PC Chapter 11 bankruptcy case should be dismissed or converted to a liquidation. PPG management believes that an amended plan will be filed as ordered by the Bankruptcy Court and that the October 10, 2012 proceedings will be for the purpose of determining next steps toward confirmation of such plan.

If the Bankruptcy Court ultimately finds such an amended PC plan of reorganization to be acceptable, the Bankruptcy Court will enter a confirmation order if all requirements to confirm a plan of reorganization under the Bankruptcy Code have been satisfied. Such an order could be appealed to the U.S. District Court for the Western District of Pennsylvania by any remaining insurer or other objectors to the amended and confirmed PC plan of reorganization. Assuming that the District Court approves a confirmation order, any remaining insurer or other objectors could appeal the order to the U.S. Third Circuit Court of Appeals and subsequently could seek review by the U.S. Supreme Court.

The 2009 PPG Settlement Arrangement will not become effective until an amended PC plan of reorganization is finally approved by an appropriate court order that is no longer subject to appellate review, and PPG’s initial contributions will not be due until 30 business days thereafter (the “Funding Effective Date”).

Asbestos Claims Subject to Bankruptcy Court’s Channeling Injunction

If an amended PC plan of reorganization is approved by the Bankruptcy Court and becomes effective, a channeling injunction will be entered under §524(g) of the Bankruptcy Code prohibiting present and future claimants from asserting asbestos claims against PC. With regard to PPG, the channeling injunction by its terms will prohibit present and future claimants from asserting claims against PPG that arise, in whole or in part, out of exposure to Unibestos, or any other asbestos or asbestos-containing products manufactured, sold and/or distributed by PC, or asbestos on or emanating from any PC premises. The injunction by its terms will also prohibit codefendants in these cases that are subject to the channeling injunction from asserting claims against PPG for contribution, indemnification or other recovery. Such injunction will also preclude the prosecution of claims against PPG arising from alleged exposure to asbestos or asbestos-containing products to the extent that a claimant is alleging or seeking to impose liability, directly or indirectly, for the conduct of, claims against or demands on PC by reason of PPG’s: (i) ownership of a financial interest in PC; (ii) involvement in the management of PC, or service as an officer, director or employee of PC or a related party; (iii) provision of insurance to PC or a related party; or (iv) involvement in a financial transaction affecting the financial condition of PC or a related party. The foregoing PC related claims are referred to as “PC Relationship Claims” and constitute, in PPG management’s opinion, the vast majority of the pending asbestos personal injury claims against PPG. All claims channeled to the Trust will be paid only from the assets of the Trust.

Asbestos Claims Retained by PPG

The channeling injunction provided for under the third amended PC plan of reorganization, as amended, will not extend to any claim against PPG that arises out of exposure to any asbestos or asbestos-containing products manufactured, sold and/or distributed by PPG or its subsidiaries that is not a PC Relationship Claim, and in this respect differs from the channeling injunction contemplated by the second amended PC plan of reorganization filed in 2003. While management believes that the vast majority of the approximately 114,000 claims against PPG alleging personal injury from exposure to asbestos relate to products manufactured, distributed or sold by PC, the potential liability for any non-PC Relationship Claims will be retained by PPG. Because a determination of whether an asbestos claim is a non-PC Relationship Claim would typically not be known until shortly before trial and because the filing and prosecution of asbestos claims (other than certain premises claims) against PPG has been enjoined since April 2000, the actual number of non-PC Relationship Claims that may be pending at the expiration of the stay or the number of additional claims that may be filed against PPG in the future cannot be determined at this time. PPG does not expect the Bankruptcy Court to lift the stay until after confirmation or rejection of the third amended PC plan of reorganization, as amended. PPG intends to defend against all such claims vigorously and their ultimate resolution in the court system is expected to occur over a period of years.

In addition, similar to what was contemplated by the second amended PC plan of reorganization, the channeling injunction will not extend to claims against PPG alleging personal injury caused by asbestos on premises owned, leased or occupied by PPG (so called “premises claims”), which generally have been subject to the stay imposed by the Bankruptcy Court. Historically, a small proportion of the claims against PPG and its subsidiaries have been premises claims, and based upon review and analysis, PPG believes that the number of premises claims currently comprises less than 2 percent of the total asbestos related claims against PPG. Beginning in late 2006, the Bankruptcy Court lifted the stay with respect to certain premises claims against PPG. As a result, PPG and its primary insurers have settled approximately 500 premises claims. PPG’s insurers agreed to provide insurance coverage for a major portion of the payments made in connection with the settled claims, and PPG accrued the portion of the settlement amounts not covered by insurance. PPG, in conjunction with its primary insurers as appropriate, evaluates the factual, medical, and other relevant information pertaining to additional claims as they are being considered for potential settlement. The number of such claims under consideration for potential settlement, currently approximately 380, varies from time to time. Premises claims remain subject to the stay, as outlined above, although certain claimants have requested the Court to lift the stay with respect to these claims and the stay has been lifted as to some claims. PPG believes that any financial exposure resulting from such premises claims, taking into account available insurance coverage, will not have a material adverse effect on PPG’s consolidated financial position, liquidity or results of operations.

PPG’s Funding Obligations

PPG has no obligation to pay any amounts under the third amended PC plan of reorganization, as amended until the Funding Effective Date. If the third amended PC plan of reorganization, as amended, is approved, PPG and certain of its insurers will make the following contributions to the Trust. On the Funding Effective Date, PPG will relinquish any claim to its equity interest in PC, convey the stock it owns in Pittsburgh Corning Europe and transfer 1,388,889 shares of PPG’s common stock or cash equal to the fair value of such shares as defined in the 2009 PPG Settlement Arrangement. PPG will make aggregate cash payments to the Trust of approximately $825 million, payable according to a fixed payment schedule over a period ending in 2023. The first payment is due on the Funding Effective Date. PPG would have the right, in its sole discretion, to prepay these cash payments to the Trust at any time at a discount

rate of 5.5 percent per annum as of the prepayment date. PPG’s historical insurance carriers participating in the third amended PC plan of reorganization will also make cash payments to the Trust of approximately $1.7 billion between the Funding Effective Date and 2027. These payments could also be prepaid to the Trust at any time at a discount rate of 5.5 percent per annum as of the prepayment date. PPG will grant asbestos releases and indemnifications to all participating insurers, subject to amended coverage-in-place arrangements with certain insurers for remaining coverage of premises claims. PPG will grant certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. PPG will also grant certain other participating excess insurers credit against their product liability coverage limits.

PPG’s obligation under the 2009 PPG Settlement Arrangement at December 31, 2008 was $162 million less than the amount that would have been due under the 2002 PPG Settlement Arrangement. This reduction is attributable to a number of negotiated provisions in the 2009 PPG Settlement Arrangement, including the provisions relating to the channeling injunction under which PPG retains liability for any non-PC Relationship Claims. PPG will retain such amount as a reserve for asbestos-related claims that will not be channeled to the Trust, as this amount represents PPG’s best estimate of its liability for these claims. PPG does not have sufficient current claim information or settlement history on which to base a better estimate of this liability, in light of the fact that the Bankruptcy Court’s stay has been in effect since 2000. As a result, PPG’s reserve at June 30, 2012 and December 31, 2011 for asbestos-related claims that will not be channeled to the Trust is $162 million. In addition, under the 2009 PPG Settlement Arrangement, PPG will retain for its own account rights to recover proceeds from certain historical insurance assets, including policies issued by non-participating insurers. Rights to recover these proceeds would have been assigned to the Trust by PPG under the 2002 PPG Settlement Arrangement.

Following the effective date of the third amended PC plan of reorganization, as amended, and the lifting of the Bankruptcy Court stay, PPG will monitor the activity associated with asbestos claims which are not channeled to the Trust pursuant to the third amended PC plan of reorganization, and evaluate its estimated liability for such claims and related insurance assets then available to the Company as well as underlying assumptions on a periodic basis to determine whether any adjustment to its reserve for these claims is required.

Of the total obligation of $873 million under the 2009 PPG Settlement Arrangement at June 30, 2012, $642 million is reported as a current liability and the present value of the payments due in the years 2014 to 2023 totaling $231 million is reported as a non-current liability in the accompanying condensed consolidated balance sheet. The future accretion of the noncurrent portion of the liability will total $116 million and be reported as expense in the condensed consolidated statement of income over the period through 2023, as follows (in millions):


Remainder of 2012	$	7
2013		14
2014 – 2023		95

Total	$	116

The following table summarizes the impact on PPG’s financial statements for the three months ended June 30, 2012 and 2011 resulting from the 2009 PPG Settlement Arrangement including the change in fair value of the stock to be transferred to the Trust and the equity forward instrument (see Note 15, “Derivative Financial Instruments and Hedge Activities”) 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
Increase (decrease) in expense:	2012			2011			2012			2011
	(Millions)
Change in fair value:
PPG stock	$	14		$	(6	)	$	31		$	10
Equity forward instrument		(15	)		6			(33	)		(10	)
Accretion of asbestos liability		4			3			8			6


Asbestos settlement – net expense	$	3		$	3		$	6		$	6

The fair value of the equity forward instrument is included as an Other current asset as of June 30, 2012 and December 31, 2011 in the accompanying condensed consolidated balance sheet. Payments under the fixed payment schedule require annual payments that are due each June. The current portion of the asbestos settlement liability included in the accompanying condensed consolidated balance sheet as of June 30, 2012 consists of all such payments required through June 2013, the fair value of PPG’s common stock and the value of PPG’s investment in Pittsburgh Corning Europe. The amount due June 30, 2014 of $5 million and the net present value of the remaining payments is included in the long-term asbestos settlement liability in the accompanying condensed consolidated balance sheet as of June 30, 2012.

Enjoined Claims

If the 2009 PPG Settlement Arrangement is not implemented, for any reason, and the Bankruptcy Court stay expires, PPG intends to defend vigorously the pending and any future asbestos claims, including PC Relationship Claims, asserted against it and its subsidiaries. PPG continues to assert that it is not responsible for any injuries caused by PC products, which it believes account for the vast majority of the pending claims against PPG. Prior to 2000, PPG had never been found liable for any PC-related claims. In numerous cases, PPG was dismissed on motions prior to trial, and in others PPG was released as part of settlements by PC. PPG was found not responsible for PC-related claims at trial in two cases. In January 2000, one jury found PPG, for the first time, partly responsible for injuries to five plaintiffs alleged to be caused by PC products. The plaintiffs holding the judgment on that verdict moved to lift the injunction as applied to their claims. Before the hearing on that motion, PPG entered into a settlement with those claimants in the second quarter of 2010 to avoid the costs and risks associated with the possible lifting of the stay and appeal of the adverse 2000 verdict. The settlement resolved both the motion to lift the injunction and the judgment against PPG. The cost of this settlement was not significant to PPG’s results of operations for the second quarter of 2010 and was fully offset by prior insurance recoveries. Although PPG has successfully defended asbestos claims brought against it in the past, in view of the number of claims, and the significant verdicts that other companies have experienced in asbestos litigation, the result of any future litigation of such claims is inherently unpredictable.

Environmental Matters

It is PPG’s policy to accrue expenses for environmental contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.

As of June 30, 2012 and December 31, 2011, PPG had reserves for environmental contingencies totaling $368 million and $226 million, respectively, of which $95 million and $59 million, respectively, were classified as current liabilities. The reserve at June 30, 2012 included $256 million for environmental contingencies associated with PPG’s former chromium manufacturing plant in Jersey City, N.J. (“Jersey City”) and associated sites (“New Jersey Chrome”), $61 million for environmental contingencies associated with the Calcasieu River estuary and three operating plant sites in PPG’s chemicals business and $51 million for other environmental contingencies, including National Priority List sites and legacy glass manufacturing sites. The reserve at December 31, 2011 included $129 million for environmental contingencies associated with the former chromium manufacturing plant in Jersey City, $50 million for environmental contingencies associated with the Calcasieu River Estuary and three operating plant sites in PPG’s chemicals business and $47 million for other environmental contingencies, including National Priority List sites and legacy glass manufacturing sites. Pretax charges against income for environmental remediation costs totaled $3 million and $164 million, respectively, for the three and six months ended June 30, 2012 and $2 million and $12 million, respectively, for the three and six months ended June 30, 2011, and are included in Other charges in the accompanying condensed consolidated statement of income. Cash outlays related to such environmental remediation aggregated $12 million and $25 million, respectively, for the three and six months ended June 30, 2012 and $16 million and $35 million, respectively for the three and six months ended June 30, 2011. The impact of foreign currency was zero in the six months ended June 30, 2012 and increased the liability by $3 million in the six months ended June 30, 2011. As a result of the allocation of the purchase price of acquisitions to assets acquired and liabilities assumed, the liability for environmental contingencies was increased by $3 million during the six months ended June 30, 2012.

Management expects cash outlays for environmental remediation costs to be approximately $100 million annually through 2014 and to range from $10 million to $30 million annually in 2015 and 2016. It is possible that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter the Company’s expectations with respect to future charges against income and future cash outlays. Specifically, the level of expected future remediation costs and cash outlays is highly dependent upon activity related to New Jersey Chrome, as discussed below.

Remediation: New Jersey Chrome

Since 1990, PPG has remediated 47 of 61 residential and nonresidential sites under the 1990 Administrative Consent Order (“ACO”) with the New Jersey Department of Environmental Protection (“NJDEP”). The most significant of the 14 remaining sites is the former chromium manufacturing location in Jersey City, New Jersey. The principal contaminant of concern is hexavalent chromium. The Company submitted a feasibility study work plan to the NJDEP in October 2006 that included a review of the available remediation technology alternatives for the former chromium manufacturing location. As a result of the extensive analysis undertaken in connection with the preparation and submission of that feasibility study work plan, the Company recorded a pretax charge of $165 million in the third quarter of 2006. This charge included estimated costs for remediation at the 14 remaining ACO sites, including the former manufacturing site, and for the resolution of litigation filed by NJDEP in May 2005 as discussed below. The principal estimated cost elements of the third quarter 2006 charge were based on competitively derived or readily available remediation industry cost data for representative remedial options, e.g., excavation and in situ stabilization/solidification. The major cost

components of this charge were (i) transportation and disposal of excavated soil and in place soil treatment and (ii) construction services (related to soil excavation, groundwater management and site security).

In May 2005, the NJDEP filed a complaint against PPG and two other former chromium producers seeking to hold the parties responsible for a further 53 sites where the source of chromium contamination is not known and to recover costs incurred by the agency in connection with its response activities at certain of those sites. During the third quarter of 2008, the parties reached an agreement in principle on all claims relating to these 53 sites (the “Orphan Sites Settlement”). Under the terms of this Orphan Sites Settlement, PPG accepted responsibility for remediation of 6 of the 53 sites, one half of the cost for remediating ten sites where chrome ore processing residue was used as fill in connection with the installation or repair of sewer lines owned by Jersey City, reimburse the NJDEP for a portion of past costs in the amount of $5 million and be responsible for the NJDEP’s oversight costs associated with the sites for which PPG is wholly or partially responsible. This settlement was finalized and issued for public comment in June 2011. After the close of the public comment period, NJDEP determined that no changes to the settlement were necessary and a motion was filed with the court to enter the settlement as a final order. In September 2011, the court entered the Orphan Sites Settlement as a final order. PPG paid its share of past costs in October 2011. This Orphan Sites Settlement did not affect PPG’s responsibilities for the 14 remaining unremediated sites covered by PPG’s ACO. The investigation and remediation of the soils and sources of contamination of the 10 sewer sites will occur over an extended period of time to allow for investigation and determination of impacts associated with these sites, and coordination of remediation with the maintenance and repair of the sewers by Jersey City.

A settlement agreement among PPG, NJDEP and Jersey City (which had asserted claims against PPG for lost tax revenue) has been reached and memorialized in the form of a Judicial Consent Order (the “JCO”) that was entered by the court on June 26, 2009. PPG’s remedial obligations under the ACO with NJDEP have been incorporated into the JCO. Pursuant to the JCO, a new process has been established for the review of the technical reports PPG must submit for the investigation and remedy selection for the 14 ACO sites and the six sites for which PPG has accepted sole responsibility under the terms of the Orphan Sites Settlement (“20 PPG sites”). The JCO also provided for the appointment of a court-approved Site Administrator who is responsible for establishing a master schedule for the remediation of the 20 PPG sites. The JCO established a goal, based on currently applicable remedial provisions, to remediate soils and sources of contamination at the 20 PPG sites as expeditiously as possible for completion at the end of 2014 in accordance with the master schedule developed by the Site Administrator. On July 6, 2009, former United States Environmental Protection Agency Deputy Administrator, Michael McCabe, was appointed as Site Administrator under the JCO. The JCO also resolved the claims for reparations for lost tax revenues by Jersey City with the payment of $1.5 million over a five year time period. The JCO did not otherwise affect PPG’s responsibility for the remediation of the 14 ACO sites. PPG’s estimated costs under the JCO, including amounts related to site administration, are included in the June 30, 2012 reserve for New Jersey Chrome environmental remediation matters.

In the first quarter of 2012, an additional site was identified for which PPG has assumed responsibility for hexavalent chromium contamination. PPG learned that chromate waste from its former plant site was transported and used as construction fill at this location. PPG is working cooperatively with the property owner to support his cleanup of the site. A preliminary estimate of the cost to investigate and remediate hexavalent chromium contamination has been included in the accrued liability balance at June 30, 2012.

Since October 2006, activities contained in the feasibility study work plan have been undertaken and remedial alternatives were assessed which included, but were not limited to, soil excavation and offsite disposal in a licensed disposal facility, in situ chemical stabilization of soil and groundwater, and in situ solidification of soils. The feasibility study work plan for the former chromium manufacturing site previously submitted in 2006 was incorporated into a remedial action work plan. PPG submitted a preliminary draft soil remedial action work plan for the former chromium manufacturing and adjacent sites to NJDEP in June 2011. PPG received commentary from the NJDEP in connection with their review. The work plans for interim remedial measures at the chromium manufacturing site, which consisted of the removal and off-site disposal of approximately 70,000 tons of chromium impacted soil and concrete foundations, was approved by NJDEP and the associated work was completed in the third quarter 2011. The submission of the final draft soil remedial action work plan for the former chromium manufacturing and adjacent sites which was initially required to be submitted to NJDEP in May 2012, has been delayed while PPG is working with NJDEP and the City of Jersey City to address issues related to PPG’s proposed approach to obtaining use limitations for the properties that will be remediated. In the meantime, NJDEP has completed a pre-submission review of the final draft soil remedial action work plan and has expressed their support of the proposed remediation activities that PPG continues to perform while the issues related to use limitations for these properties are being addressed. PPG has submitted a final draft remedial action work plan for one other remaining site under the ACO. This proposal was submitted to the NJDEP for approval, with remedial activities expected to begin in 2012. Investigation activities for all remaining sites covered by the ACO are also expected to be completed in 2012 and PPG believes the results of the work performed in connection with the preparation of the plan that was originally expected to be submitted in May 2012 as described above will provide the Company with relevant information concerning remediation alternatives and costs at these sites as well.

As work has continued at all of the New Jersey Chrome sites and the final draft soil remedial action work plan for the former chromium manufacturing and adjacent sites was being developed, the estimated remediation costs were refined for all New Jersey Chrome sites and the updated information was used to compile a new estimate of the remediation costs, which resulted in a charge of $145 million in the first quarter of 2012. The liability for remediation of the New Jersey Chrome sites totals $256 million at June 30, 2012. The major cost components of this liability continue to be related to transportation and disposal of impacted soil as well as construction services. These components account for approximately 55 percent and 30 percent of the accrued amount, respectively, as of June 30, 2012. The accrued liability also includes estimated costs for water treatment, engineering and project management. The final draft soil remedial action work plan is based upon plans for PPG to obtain use limitations for the properties that will be remediated by various means including the purchase of certain sites. Based on our recently completed and on going investigations, at least 1 million tons of soil may be potentially impacted for all New Jersey Chrome sites. The most significant assumptions underlying the current cost estimate are those related to the extent and concentration of chromium impacts in the soil, as these determine the quantity of soil that must be treated in place, the quantity that will have to be excavated and transported for offsite disposal, and the nature of disposal required. The charges taken for the estimated cost to remediate the New Jersey Chrome sites are exclusive of any third party indemnification, as the recovery of any such amounts is uncertain. Information will continue to be generated from the ongoing remedial investigation activities related to New Jersey Chrome and will be incorporated into a final draft remedial action work plan for groundwater to be submitted to NJDEP in 2013.

As described above, there are multiple future events yet to occur, including further remedy selection and design, remedy implementation and execution, the obtaining of required approvals from applicable governmental agencies or community organizations and the final draft remedial action work plan for groundwater to be submitted to NJDEP in 2013. Considerable uncertainty exists regarding the timing of these future events for the New Jersey Chrome sites. Final resolution of these events is expected to occur over an extended period of time. As these events occur and to the extent that the cost estimates of the environmental remediation remedies change, the existing reserve for this environmental remediation will be adjusted.

Remediation: Calcasieu River Estuary

In Lake Charles, the U.S. Environmental Protection Agency (“USEPA”) completed an 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 have completed a feasibility study under the authority of the Louisiana Department of Environmental Quality (“LDEQ”). PPG’s exposure with respect to the Calcasieu Estuary is focused on the lower few miles of Bayou d’Inde, a small tributary to the Calcasieu Estuary near PPG’s Lake Charles facility, and about 150 to 200 acres of adjacent marshes. The Company and three other potentially responsible parties submitted a draft remediation feasibility study report to the LDEQ in October 2006. The proposed remedial alternatives include sediment dredging, sediment capping, and biomonitoring of fish and shellfish. Principal contaminants of concern which may require remediation include various metals, dioxins and furans, and polychlorinated biphenyls. In response to agency comments on the draft study, the companies conducted additional investigations and submitted a revised feasibility report to the agencies in the third quarter of 2008. Government officials have indicated that a U.S. Army Corps of Engineers’ study has concluded that the proposed remedy will not adversely affect drainage in communities adjacent to Bayou d’Inde. In response to the revised feasibility study, LDEQ issued a draft decision document for the Bayou d’Inde area in February 2010. The decision document includes LDEQ’s selection of remedial alternatives for the Bayou d’Inde area and is in accordance with those recommended in the revised feasibility study. LDEQ held a public hearing on March 23, 2010 and subsequently issued its final decision document in March 2011. As in its draft document, LDEQ’s selection of remedial approaches is in accordance with those proposed in the feasibility study.

In June 2011, the agency proposed entering into a new Cooperative Agreement with the four companies to implement the remedy for Bayou d’Inde based on the final decision document, and transmitted a draft document for the companies’ consideration. At the same time, the companies initiated discussions among themselves on allocation of costs associated with remedy implementation. In October 2011, one of the three other potentially responsible parties that had participated in funding the feasibility study withdrew from further discussions with LDEQ regarding implementation of the remedy. The withdrawal of this party did not have an effect on the cost to PPG to complete this remedy implementation. PPG and the two remaining parties have continued to discuss the proposed Cooperative Agreement with LDEQ. The most recent meeting was conducted on June 19, 2012. Allocation discussions are continuing among the remaining potentially responsible parties.

Multiple future events, such as remedy design and remedy implementation involving agency action or approvals related to the Calcasieu River Estuary will be required and considerable uncertainty exists regarding the timing of these future events. Final resolution of these events is expected to occur over an extended period of time. However, based on currently available information, design approval could occur in 2012. The remedy implementation could occur during 2013 to 2015, with some period of long-term monitoring for remedy effectiveness to follow. In addition, PPG’s obligation related to any potential remediation will be dependent in part upon the final allocation of responsibility among the potentially responsible parties. Negotiations with respect to this allocation are ongoing, but the outcome is uncertain.

Remediation: Reasonably Possible Matters

of 2011 as a result of the additional environmental remediation charge recorded in the first quarter 2012. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. This range of reasonably possible unreserved loss relates to environmental matters at a number of sites; however, about one-third of this range relates to each of the following; i) additional costs at New Jersey Chrome, including new information about the 10 orphan sites for which PPG has shared responsibility, the newly identified site and groundwater treatment, ii) the Calcasieu River Estuary and the three operating PPG plant sites in the Company’s chemicals businesses, and iii) a number of other sites, including legacy glass manufacturing sites. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.

The status of the remediation activity at New Jersey Chrome and at the Calcasieu River Estuary and the factors that could result in the need for additional environmental remediation reserves at those sites are described above. Initial remedial actions are occurring at the three operating plant sites in the chemicals businesses. These three operating plant sites are in Barberton, Ohio, Lake Charles, Louisiana and Natrium, West Virginia. At Barberton, PPG has completed a Facility Investigation and Corrective Measure Study (“CMS”) under USEPA’s Resource Conservation and Recycling Act (“RCRA”) Corrective Action Program. PPG has been implementing the remediation alternatives recommended in the CMS using a performance-based approach with USEPA Region V oversight. However, USEPA Region V transferred its oversight authority to the Ohio Environmental Protection Agency (“OEPA”) in 2010. The Barberton Corrective Action Permit was issued by OEPA on September 24, 2010. As part of this permit, PPG is responsible for filing engineering remedies for various issues at this site. Several of these remedies have not yet been filed with the OEPA. Similarly, the Company has completed a Facility Investigation and CMS for the Lake Charles facility under the oversight of the LDEQ. The LDEQ has accepted the proposed remedial alternatives. PPG received notice of LDEQ issuance of the final Hazardous Waste Post-Closure/HSWA Permit on June 28, 2010. The Permit was issued in final form on September 23, 2010. Planning for or implementation of these proposed alternatives is in progress. At Natrium, a facility investigation has been completed and initial interim remedial measures have been implemented to mitigate soil impacts. There is additional investigation of groundwater contamination ongoing which may indicate the need for further remedial actions to address specific areas of the facility. Installation of a groundwater treatment system has been completed. PPG has been addressing impacts from a legacy plate glass manufacturing site in Kokomo, Indiana under the Voluntary Remediation Program of the Indiana Department of Environmental Management. PPG is currently performing additional investigation activities.

With respect to certain waste sites, the financial condition of any other potentially responsible parties also contributes to the uncertainty of estimating PPG’s final costs. Although contributors of waste to sites involving other potentially responsible parties may face governmental agency assertions of joint and several liability, in general, final allocations of costs are made based on the relative contributions of wastes to such sites. PPG is generally not a major contributor to such sites.

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.

Other Matters

PPG is a defendant in a matter in the California State Court in San Francisco in which the City of Modesto and its Redevelopment Authority claim that PPG and other defendants manufactured a defective product, the dry cleaning solvent perchloroethylene (“PCE”), and failed to provide adequate warnings regarding the environmental risks associated with the use of PCE. The plaintiffs claimed the defendants are responsible for remediation of soil and groundwater contamination at numerous dry cleaner sites in Modesto, California. In 2006, a Phase 1 trial was conducted as to four sites. The jury returned a verdict in the amount of $3.1 million against PPG, The Dow Chemical Company, Vulcan, Oxy, and R.R. Street. The verdict was not apportioned.

Subsequent to the Phase 1 verdict, Vulcan and Oxy settled. In 2008, trial commenced on 18 Phase 2 Sites. Prior to submission of the case to the jury, the Court granted motions that limited PPG’s potential liability to one of the 18 sites. The damages sought at this one site totaled $27 million. A jury verdict in the amount of $18 million was returned against PPG and The Dow Chemical Company on May 18, 2009. The verdict was not apportioned. The jury was not able to reach a verdict on the statute of limitations issue on the site in question. However, on August 24, 2009, the trial court issued an opinion finding that the City’s claims were barred by the statute of limitations. The effect of the ruling was to nullify the jury’s Phase 2 damage award. In October 2009, the trial court held a non-jury trial of the Redevelopment Authority’s damage claims under the “Polanco Act”. On November 11, 2011, the court entered a final judgment consistent with all of the above results finding that prior settlements offset the $3.1 million verdict against PPG and others. Requests for costs and fees based on whether the City or defendants were “prevailing parties” have been resolved almost entirely in PPG’s favor. While exact amounts have not been determined, the decision is not expected to result in any payment by PPG. Appeals are expected.

The Company accrues for product warranties at the time the products are sold based on historical claims experience. As of June 30, 2012 and December 31, 2011, the reserve for product warranties was $12 million and $11 million, respectively. Pretax charges against income for product warranties and the related cash outlays were not material for the six months ended June 30, 2012 and 2011.

The Company had outstanding letters of credit and surety bonds of $118 million and guarantees of $83 million as of June 30, 2012. The Company does not believe any loss related to such guarantees is likely.

19.

Reportable Segment Information

PPG is a multinational manufacturer with 13 operating segments that are organized based on the Company’s major products lines. These operating segments are also the Company’s reporting units for purposes of testing goodwill for impairment. The operating segments have

been aggregated based on economic similarities, the nature of their products, production processes, end-use markets and methods of distribution into six reportable business segments.

The Performance Coatings reportable segment is comprised of the refinish, aerospace, architectural coatings – Americas and Asia Pacific and protective and marine coatings operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings, sealants and finishes along with paint strippers, stains and related chemicals, as well as transparencies and transparent armor.

The Industrial Coatings reportable segment is comprised of the automotive original equipment manufacturer (“OEM”), industrial and packaging coatings operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings and finishes along with adhesives, sealants, inks and metal pretreatment products.

The Architectural Coatings – EMEA (Europe, Middle East, and Africa) reportable segment is comprised of the architectural coatings – EMEA operating segment. This reportable segment primarily supplies a variety of coatings under a number of brands and purchased sundries to painting contractors and consumers in Europe, the Middle East and Africa.

The Optical and Specialty Materials reportable segment is comprised of the optical products and silicas businesses. The primary Optical and Specialty Materials products are Transitions ^® lenses, optical lens materials and high performance sunlenses; amorphous precipitated silicas for tire, battery separator and other end-use markets; and Teslin ^® substrate used in such applications as radio frequency identification (RFID) tags and labels, e-passports, drivers’ licenses and identification cards. Transitions ^® lenses are processed and distributed by PPG’s 51 percent-owned joint venture with Essilor International.

The Commodity Chemicals reportable segment is comprised of the chlor-alkali and derivatives operating segment. The primary chlor-alkali and derivative products are chlorine, caustic soda, vinyl chloride monomer, chlorinated solvents, calcium hypochlorite, ethylene dichloride, hydrochloric acid and phosgene derivatives.

The Glass reportable segment is comprised of the flat glass and fiber glass operating segments. This reportable segment primarily supplies flat glass and continuous-strand fiber glass products. Reportable segment net sales and segment income for the three and six months ended June 30, 2012 and 2011 were as follows:


	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
	(Millions)
Net sales:
Performance Coatings	$	1,241		$	1,230		$	2,391		$	2,282
Industrial Coatings		1,099			1,075			2,175			2,100
Architectural Coatings - EMEA		601			611			1,118			1,082
Optical and Specialty Materials		314			326			648			634
Commodity Chemicals		427			470			846			889
Glass		273			274			529			532


Total (a)	$	3,955		$	3,986		$	7,707		$	7,519


Segment income:
Performance Coatings	$	204		$	204		$	364		$	343
Industrial Coatings		143			115			293			231
Architectural Coatings - EMEA		64			50			80			62
Optical and Specialty Materials		95			90			204			180
Commodity Chemicals		106			106			206			203
Glass		23			29			31			55


Total		635			594			1,178			1,074

Legacy items (b)		(15	)		(11	)		(190	)		(37	)
Business restructuring (c)		—			—			(208	)		—
Acquisition-related (costs) gain, net (d)		—			9			(6	)		9
Costs related to the separation and merger transaction (e)		(4	)		—			(4	)		—
Interest expense, net of interest income		(41	)		(44	)		(82	)		(87	)
Other unallocated corporate expense – net		(48	)		(48	)		(110	)		(108	)

Income before income taxes	$	527		$	500		$	578		$	851

(a)	Intersegment net sales for the three and six months ended June 30, 2012 and 2011 were not material.

(b)

Legacy items include current costs related to former operations of the Company, including pension and other postretirement benefit costs, certain charges for legal matters and environmental remediation costs, and certain charges which are considered to be unusual or non-recurring including the earnings impact of the proposed asbestos settlement. Legacy items also include equity earnings from PPG’s approximate 40 percent investment in the former automotive glass and services business. The expense for the six months ended June 30, 2012 includes a pretax charge of $159 million. The charge relates to continued environmental remediation activities at legacy chemicals sites, primarily at PPG’s former Jersey City, N.J. chromium manufacturing plant and associated sites.

(c)

The charge for business restructuring costs in the six months ended June 30, 2012, includes charges of $65 million related to the Performance Coatings segment, $46 million related to the Industrial Coatings segment, $63 million related to the Architectural Coatings - EMEA segment, $32 million related to the Optical and Specialty Materials segment $1 million related to the Commodity Chemicals segment and $1 million related to Corporate. These costs are considered to be unusual and non-recurring and do not reduce the segment earnings used to evaluate the performance of the operating segments.

(d)

For the six months ended June 30, 2012, the expense represents the flow-through cost of sales of the step up to fair value of inventory acquired from Dyrup and Colpisa. These costs are considered to be unusual and non-recurring and do not reduce the segment earnings used to evaluate the performance of the operating segments. For the three and six months ended June 30, 2011, represents a net benefit stemming primarily from a bargain purchase gain reflecting the excess of the fair value of the net assets acquired over the price paid for the business, net of the flow-through cost of sales of the step up to fair value of acquired inventory.

(e)	Represents costs incurred in connection with the announced separation and merger of the commodity chemicals business.

20.

Separation and Merger Transaction

On July 19, 2012, the Company announced that its Board of Directors approved definitive agreements under which PPG will separate its commodity chemicals business and merge it with Georgia Gulf Corporation (“Georgia Gulf”) or one of its subsidiaries. The terms of the transaction call for PPG to form a new company by separating its commodity chemicals business through a spin off or split off, and then immediately merging the business with Georgia Gulf or a Georgia Gulf subsidiary in a tax efficient Reverse Morris Trust transaction. Upon completion of the transaction, which has been approved by the boards of both companies, PPG shareholders will own approximately 50.5 percent of the shares of the newly merged company, with existing Georgia Gulf shareholders owning approximately 49.5 percent of the shares. The transaction value of approximately $2.1 billion consists of $900 million of cash to be paid to PPG, approximately $95 million of assumed debt, about $87 million of minority interest, and shares of the newly merged company to be received by PPG shareholders valued at approximately $1.0 billion based on Georgia Gulf’s closing stock price on July 18, 2012. In the transaction, PPG will transfer certain related environmental

liabilities, pension assets and liabilities and other post-employment benefits (OPEB) obligations to the newly merged company. The transaction is subject to approval by Georgia Gulf shareholders and customary closing conditions, relevant tax authority rulings and regulatory approvals. During the quarter and six months ended June 30, 2012, the Company incurred $4 million of pretax expense, primarily for fees for professional services related to the separation and merger transaction.

Following completion of the transaction, which is expected to occur in late 2012 or early 2013, the combined company is expected to have annual revenues of approximately $5 billion and be the third largest chlor-alkali producer and second-largest vinyl chloride monomer producer in North America. In the quarter the transaction closes, the historical results of the commodity chemicals business will be reclassified and reported as discontinued operations in PPG’s financial statements.

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

Separation and Merger of PPG’s Commodity Chemical Business

As described in Note 20 to the condensed consolidated financial statements, on July 19, 2012, the Company announced that its Board of Directors approved definitive agreements under which PPG will separate its commodity chemicals business and merge it with Georgia Gulf Corporation (NYSE: GGC) (“Georgia Gulf”) or one of its subsidiaries. The terms of the transaction call for PPG to form a new company by separating its commodity chemicals business through a spin off or split off, and then immediately merging the business with Georgia Gulf or a Georgia Gulf subsidiary in a tax efficient Reverse Morris Trust transaction. Upon completion of the transaction, which has been approved by the boards of both companies, PPG shareholders will own approximately 50.5 percent of the shares of the newly merged company, with existing Georgia Gulf shareholders owning approximately 49.5 percent of the shares. The transaction value of approximately $2.1 billion consists of $900 million of cash to be paid to PPG, approximately $95 million of assumed debt, about $87 million of minority interest, and shares of the newly merged company to be received by PPG shareholders valued at approximately $1.0 billion based on Georgia Gulf’s closing stock price on July 18, 2012. In the transaction, PPG will transfer certain related environmental liabilities, pension assets and liabilities and other post-employment benefits (OPEB) obligations to the newly merged company. The transaction is subject to approval by Georgia Gulf shareholders and customary closing conditions, relevant tax authority rulings and regulatory approvals. During the quarter and six months ended June 30, 2012, the Company incurred $4 million of pre-tax expense, primarily for fees for professional services related to the separation and merger transaction.

Following completion of the transaction, which is expected to occur in late 2012 or early 2013, the combined company is expected to have annual revenues of approximately $5 billion and be the third largest chlor-alkali producer and second-largest vinyl chloride monomer producer in North America. In the quarter the transaction closes, the historical results of the commodity chemicals business will be reported as discontinued operations in PPG’s financial statements.

This transaction is another major step in the Company’s strategic transformation into a more focused coatings and specialty products company. This is a unique opportunity to create significant value for PPG shareholders and to share in synergies that would not be available to PPG’s commodity chemicals business on its own.

This further strengthens PPG’s already strong cash position and will provide the opportunity to increase cash deployed for earnings-accretive activities such as acquisitions, organic growth initiatives, debt repayment and share repurchases. The Company intends to maintain our dividend, and our long heritage of increasing our annual dividend payout.

Performance in Second Quarter of 2012 Compared to Second Quarter of 2011

Performance Overview

Sales decreased nearly 1 percent in the second quarter of 2012 to $3,955 million compared to $3,986 million for the second quarter of 2011. Negative currency translation decreased sales 5 percent. Higher selling prices increased sales 2 percent and the impact of acquisitions increased sales 2 percent. Overall sales volumes were flat. Solid volume improvement in most U.S. coatings businesses, coupled with continued coatings demand growth in emerging regions were offset by European coatings volume declines. The Optical and Specialty Materials segment maintained essentially flat volumes. Glass volumes were up year-over-year offsetting the dollar impact of lower volumes in Commodity Chemicals. Improved selling prices were achieved in all three coatings reporting segments and the Optical and Specialty Materials reporting segment. Coatings input costs continued to inflate this quarter by low- to mid-single-digit percentages, similar to the first quarter. Higher pricing was achieved in all regions, driven by efforts the past year in all three coatings segments to offset higher input cost inflation. These price gains were partly offset by lower pricing in the Commodity Chemicals and Glass segments that reflected lower demand versus very strong end-market conditions in the prior year. The unfavorable currency impact was primarily driven by the U.S. dollar strengthening against the Euro and Latin American currencies compared to the second quarter of 2011.

Cost of sales, exclusive of depreciation and amortization, decreased by $65 million for the second quarter of 2012 to $2,352 million compared to $2,417 million for the second quarter of 2011. The decrease was due to the impact of currency and lower manufacturing costs, offset partially by the cost of sales of acquired businesses and the negative impact of inflation. Cost of sales as a percentage of sales for the second quarter of 2012 was consistent with the second quarter of 2011. The pricing for the Company’s input cost varied, with coatings input costs continuing to inflate by low-to-mid single digit percentages, while lower natural gas pricing aided our Commodity Chemicals segment.

Selling, general and administrative expenses decreased by $8 million in the second quarter of 2012 compared to the second quarter of 2011. The reduction due to foreign currency translation was fully offset by increases from acquisitions and the impact of inflation. The decrease is attributable to continued cost management. These expenses remained flat as a percent of sales at 20.8 percent in the second quarter of 2012 and 2011.

Other earnings decreased to $34 million in the second quarter of 2012 as compared to $50 million for the second quarter of 2011. The second quarter of 2011 included a $10 million bargain purchase gain reflecting the excess of the fair value of the acquired Equa-Chlor net assets over the price paid. The remainder of this decrease resulted from $10 million of lower equity earnings, primarily from our Asian fiber glass joint ventures, reflecting declines in the consumer electronics markets.

The effective tax rate on pretax earnings for the quarter ended June 30, 2012 was 24.9 percent compared to 25.6 percent in the second quarter of 2011. The second quarter 2012 effective tax rate includes the tax benefit of $1 million or 37.7 percent on costs related to the separation and merger transaction of $4 million. The effective

rate on the remaining pre-tax earnings in the second quarter of 2012 was 25 percent. The effective rate for the second quarter of 2011 included the impact of the non-taxable bargain purchase gain resulting from the Equa-Chlor acquisition. The effective rate on the remaining pre-tax earnings in the second quarter of 2011 was 26 percent.

Diluted earnings-per-share for the three months ended June 30, 2012 were $2.34. Excluding the $3 million of after-tax costs related to the separation and merger transaction, adjusted, diluted earnings-per-share for the three months ended June 30, 2012 were $2.36. This compares to the three months ended June 30, 2011 diluted earnings-per-share of $2.12. The increase in diluted earnings-per-share resulted from higher earnings, the decreased tax rate as discussed above and a reduction in the shares outstanding as a result of share repurchases in the second half of 2011 and first quarter of 2012.

Regulation G Reconciliation

PPG Industries believes investors’ understanding of the company’s operating performance is enhanced by the disclosure of net income and earnings per diluted share adjusted for nonrecurring charges. PPG’s management considers this information useful in providing insight into the company’s ongoing operating performance because it excludes the impact of items that cannot reasonably be expected to recur on an ongoing basis. Net income and earnings per diluted share adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered a substitute for net income or earnings per diluted share or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted net income and earnings per diluted share may not be comparable to similarly titled measures as reported by other companies.

Net income (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income (attributable to PPG) and earnings per share – assuming dilution below:

Regulation G Reconciliation – Results from Operations


(Millions, except per share amounts)
Three Months ended June 30, 2012	Net Income
	$		EPS
Net income (attributable to PPG)	$	362	$	2.34
Net income (attributable to PPG) includes:
Costs related to the separation and merger transaction		3		0.02

Adjusted net income	$	365	$	2.36

Diluted earnings-per-share for the second quarter 2011 were $2.12. The increase in diluted earnings-per-share resulted from higher pretax earnings as discussed above, a lower tax rate and a reduction in the shares outstanding as a result of share repurchases over the second half of 2011 and the first quarter of 2012.

In the third quarter of 2012, we expect European demand to be weak as business conditions remain challenging; however, we are currently implementing restructuring actions with a focus on Europe and anticipated global cost savings of $40 to $50 million in the second half 2012. We expect growth in North America and Asia to continue, but to remain inconsistent by end-use market. The impact of continued coatings input cost inflation in the first two quarters of the year is expected to be offset in the second half of the year with selectively higher pricing and lower commodity input costs.

Performance of Reportable Business Segments

Performance Coatings sales increased 1 percent, or $11 million, to $1,241 million for the second quarter of 2012 compared to $1,230 million for the second quarter of 2011. The sales increase was comprised of 4 percent higher pricing offset by a 3 percent decline in foreign currency translation. Sales volumes were flat overall, with varied results by business and region. Higher pricing was achieved by all the businesses in the segment reflecting continuing efforts to offset prolonged inflationary trends. Strong volume growth continued in the aerospace business to support growing end-use market

demand in the OEM and maintenance markets. U.S. architectural coatings sales were seasonably better than the first quarter and generally consistent from month to month in the quarter. Year-over-year volume growth was flat as growth from higher maintenance activity and the nascent construction market recovery was offset by the absence of elevated sales in the second quarter of 2011 from the introduction of a new product in the national account channel. Volumes declined in the automotive refinish business due to lower demand and customer destocking in Europe, coupled with product import restrictions in Argentina. Partly offsetting these declines was continued U.S. growth. Volume growth in protective and marine coatings was slightly positive as protective coatings growth in all regions more than offset lower marine OEM and aftermarket demand. Segment income was $204 million for the second quarter of 2012, level with the second quarter of 2011, consistent with level sales volumes.

Looking ahead, the third quarter is typically seasonally weaker for the segment. We expect activity in the aerospace and U.S. architectural markets to remain solid, and protective and marine end-use market conditions are expected to remain fairly consistent with the second quarter. We anticipate reduced automotive refinish destocking in Europe, although demand conditions in that region are expected to remain weak. Finally, currency translation is anticipated to be a negative factor based on current exchange rates.

Industrial Coatings sales increased 2 percent, or $24 million, to $1,099 million for the second quarter of 2012 compared to $1,075 million for the second quarter of 2011. The sales increase was comprised of 4 percent volume growth and 3 percent from higher pricing, partly offset by a 5 percent decline from unfavorable currency translation impacts. Automotive OEM coatings volumes grew by high-single-digit percentages, again outpacing the global industry growth rate. The United States, Asian and Latin American regions all posted strong growth, easily offsetting notable weakening in Europe. The prior year automotive OEM industry production was tempered due to the supply chain impacts stemming from the Japan earthquake and tsunami. Industrial and packaging coatings volumes in the quarter were mixed by region. Europe was weaker in both businesses. U.S. demand improved in most major industrial and packaging product lines. Emerging market demand varied by end use with markets aligned with construction activity down and Argentina impacted by its import restrictions. The consumer electronics market in Asia was also slower, but packaging volumes in Asia were up. Segment income was $143 million for the second quarter of 2012 compared to $115 million for the same quarter in 2011. This increase of $28 million included higher earnings from each business. Higher volumes and continued cost discipline provided benefits, while improved selling prices countered continued input cost inflation that has been prevalent for more than a year.

Looking ahead to the third quarter, seasonal demand is traditionally lower, including the normal effects from planned automotive OEM assembly plant shutdowns, although we expect year-over-year global automotive OEM growth to continue. We expect growth rates in emerging regions to remain mixed but still grow in the aggregate. The segment is perennially focused on cost reduction, which is now being supplemented by restructuring actions that are expected to provide second-half 2012 earnings benefits. Currency translation is expected to be a negative factor in the third quarter based on current exchange rates.

Architectural Coatings – EMEA sales decreased 2 percent, or $10 million, to $601 million for the second quarter of 2012 compared to $611 million for the second quarter of 2011. Currency translation reduced year-over-year sales by about 10 percent, and volumes were down 6 percent due to market weakness in most regions within Europe. We achieved higher pricing as efforts continued to offset prior year and current year inflation impacts. The acquisition of Dyrup was completed in early January, adding about 10 percent to segment sales. Weakness in several European markets contributed to the lower sales volume. Segment income was $64 million for the second quarter of 2012 compared to $50 million for the same quarter in 2011. Segment earnings increased $14 million, aided by the Dyrup acquisition performance and supplemented by strong operating execution and cost-management initiatives. A negative currency translation impact of $8 million was offset by the absence of a $9 million charge in the prior year that stemmed from a large customer bankruptcy.

Looking ahead, the third quarter is typically a slower quarter seasonally, and economic conditions remain challenging in most regions. Implementation of our previously announced restructuring actions is underway, with savings expected in the third quarter. Also, the segment’s strict operating cost discipline will remain. Currency translation is expected to be unfavorable given the large Euro currency base and current exchange rates.

Optical and Specialty Materials sales decreased 4 percent, or $12 million, to $314 million for the second quarter of 2012 compared to $326 million for the second quarter of 2011. The sales decrease was comprised of a 4 percent decline from unfavorable currency translation impacts. Optical products volume growth was subdued due to lower regional consumption in Europe and customers managing inventory toward the end of the quarter. Silicas demand was flat, with growth in the U.S. and lower activity in Europe reflecting reduced automotive production in that region. Selling prices added slightly to sales. Segment income was $95 million for the second quarter of 2012 compared to $90 million for the same quarter in 2011. The $5 million increase in segment income was primarily the result of overhead and manufacturing cost improvements.

Looking ahead, the third quarter is typically seasonally slower sequentially. We expect overall similar market conditions to continue in both businesses, with continued optical customer inventory management. We expect currency translation to remain a negative factor impacting sales and earnings.

Commodity Chemicals sales declined 9 percent, or $43 million, to $427 million for the second quarter 2012 compared to $470 million for the second quarter of 2011. Sales decreased due to modestly lower ECU selling prices and volumes due to weakening chlorine demand. Segment income was $106 million for the second quarter of 2012 level with the second quarter 2011 as lower natural gas input costs and cost management offset the negative sales impacts.

Looking ahead, we expect chlorine demand to remain muted, capping operating rates for chlorine and caustic. PPG’s caustic inventory remains at extremely low levels. The previously announced caustic price increase is being implemented in the third quarter. Lower year-over year natural gas costs are expected to continue to provide benefits.

Glass sales decreased $1 million, to $273 million for the second quarter of 2012 compared to $274 million for the second quarter of 2011. The sales decrease was comprised of 2 percent from lower pricing and 2 percent from the negative impact of currency translation offset by 4 percent volume growth. Volume growth in the flat glass business is due largely to improved demand for glass in the commercial and solar markets. Fiber glass price declines related to weak demand in Europe and the Asia Pacific region versus a strong prior-year period. Segment income was $23 million for the second quarter of 2012 compared to segment income of $29 million for the same quarter in 2011. The earnings decline was due to lower fiber glass pricing and higher input cost inflation, partly offset by improved cost management and improved flat glass volumes. Segment equity and royalty earnings also declined, due in part to negative impacts from lower Asian electronics activity in comparison with solid second quarter 2011 levels.

Looking ahead, we expect year-over-year demand for both fiber glass and flat glass to improve modestly. Select fiber glass pricing changes are being implemented and overall electronics demand remains muted.

Performance in the First Six Months of 2012 Compared to the First Six Months of 2011

Performance Overview

Sales increased 3 percent in the first six months of 2012 to $7,707 million compared to $7,519 million for the first six months of 2011. Higher selling prices increased sales 3 percent and higher volumes increased sales 1 percent. Acquisitions contributed 2 percent to sales. These increases were partially offset by 3 percent negative foreign currency translation. The volume results deviated significantly by region, with solid volume growth in the United States of more than 5 percent and continuing, modest growth in emerging regions. European volumes declined 5 percent versus the prior year six month period ended and were notably weaker when compared with the first quarter 2012, with every business except aerospace experiencing deteriorating end-use market conditions. Improved selling prices were achieved in each of the three coatings segments and Optical and Specialty Materials. In our coatings segments, higher selling prices reflect persistent raw material and other cost inflation. The unfavorable currency impact was primarily driven by the U.S. dollar strengthening against the Euro and Latin American currencies compared to the first half of 2011.

Cost of sales, exclusive of depreciation and amortization, increased by $37 million for the first six months of 2012 to $4,581 million compared to $4,544 million for the first six months of 2011. The increase was due to the negative impact of inflation, cost of sales of acquired businesses and the cost of sales associated with the sales volume growth. These increases were largely offset by the impact of currency and lower manufacturing costs. Cost of sales as a percentage of sales for the first six months of 2012 was consistent with the first six months of 2011. The pricing for the Company’s input costs varied, with coatings input costs continuing to inflate by low-to-mid single digit percentages and with lower natural gas pricing aiding our Commodity Chemicals segment.

Selling, general and administrative expenses increased by $46 million in the first six months of 2012 compared to the first six months of 2011. The increase was due to overhead inflation, increases from acquisitions and higher costs to support the volume growth offset largely by the impact of currency translation. These expenses remained relatively flat as a percent of sales at 21.6 percent in the first six months of 2011 and 21.7 percent in the first six months of 2012.

The business restructuring charge of $208 million in the first six months of 2012 represents costs under a restructuring plan focused on further reducing PPG’s global cost structure. The actions included in the restructuring plan are expected to deliver pretax cost savings of approximately $40 to $50 million in the second half of 2012, growing to an annual run rate of about $140 million following completion.

Other charges increased to $189 million in the first six months of 2012 as compared to $46 million in the first six months of 2011, due largely to the $159 million charge recorded in the first quarter of 2012 related primarily to remediation costs at a former chromium manufacturing plant and associated sites in New Jersey.

Other earnings decreased to $65 million in the first six months of 2012 as compared to $90 million for the first six months of 2011. This decrease was primarily due to $17 million of lower equity earnings, primarily from our Asian fiber glass joint ventures reflecting declines in the consumer electronics markets, and to the absence of the $10 million bargain purchase gain related to the acquisition of Equa-Chlor during the second quarter of 2011.

The effective tax rate on pretax earnings for the first six months of 2012 was approximately 23 percent compared to approximately 26 percent for the first six months of 2011. The effective tax rate for the first six months of 2012 includes tax benefits of $60 million or 37.7 percent on the $159 million charge for environmental remediation costs, $45 million or 21.4 percent on the $208 million business restructuring charge, $2 million or 28.6 percent on the acquisition-related expenses of $6 million and $1 million or 37.7 percent on costs related to the separation and merger transaction of PPG’s commodity chemical business of $4 million. The effective rate for the first six months of 2011 included the impact of the non-taxable bargain purchase gain resulting from the Equa-Chlor acquisition. The effective tax rate on the remaining pre-tax earnings was 25 percent resulting in tax expense of $239 million for the first six months of 2012 compared to 26 percent or $220 million for the first six months of 2011.

Diluted earnings-per-share for the first six months of 2012 were $2.42. Excluding the charges related to business restructuring, environmental remediation and business acquisitions and the costs related to the separation and merger transaction, adjusted diluted earnings-per share for the six months ended June 30, 2012 were $4.17. This compares to the first six months of 2011 diluted earnings-per-share of $3.52. The increase in diluted earnings-per-share resulted from higher earnings, the decreased tax rate as discussed above and a reduction in the shares outstanding as a result of share repurchases in the second half of 2011 and first quarter of 2012.

Regulation G Reconciliation

Regulation G Reconciliation – Results from Operations


(Millions, except per share amounts)
Six Months ended June 30, 2012	Net Income
	$		EPS
Net income (attributable to PPG)	$	375	$	2.42
Net income (attributable to PPG) includes:
Charges related to business restructuring		163		1.06
Charges related to environmental remediation		99		0.64
Charges related to business acquisitions		4		0.03
Costs related to the separation and merger transaction		3		0.02

Adjusted net income	$	644	$	4.17

Performance of Reportable Business Segments

For Performance Coatings, sales for the first six months were $2.4 billion, $109 million or 5 percent higher than the prior year’s period. The sales increase was comprised of 5 percent due to price and 2 percent due to volume, partially offset by a 2 percent decline in foreign currency translation. Segment earnings improved 6 percent to $364 million. Higher pricing was achieved by all the businesses in the segment reflecting continuing efforts to offset prolonged inflationary trends. Year-over-year segment sales volumes were up in the first six months led by aerospace and architectural. Sales volume in the aerospace business continued to benefit from excellent end-use market growth. U.S. architectural coatings have been aided by very early signs of a construction market recovery, mild winter weather and some customer stocking offset by the absence of elevated sales in the prior year from the introduction of a new product in the national account channel. Volume growth in protective and marine coatings was more modest and volumes declined in the automotive refinish business, with variations by region. Segment earnings grew by $21 million. The impacts of improved volumes and pricing, net of inflation, and higher selling costs to support the increased volumes explain the majority of the earnings improvement in the six-month period of 2012 compared to the same period in 2011.

The Industrial Coatings segment’s sales increased to $2.2 billion, up 4 percent in comparison with the prior year’s first six months. The sales increase was comprised of 4 percent due to price and 3 percent due to volume offset by a 3 percent decrease due to currency. Segment volumes grew by 3 percent driven by automotive OEM growth. In the prior year, automotive OEM industry production was tempered due to the supply chain impacts stemming from the Japan earthquake and tsunami. Industrial and packaging coatings volumes were mixed by region. Europe was weaker in both businesses. U.S. industrial coatings improved while emerging region demand varied by end-use with markets aligned with construction activity down and Argentina impacted by its import restrictions. The consumer electronics market was slower, but packaging volumes in Asia were up. Segment earnings of $293 million increased $62 million as the impact of higher volume, pricing and manufacturing cost savings overcame the adverse impact of inflation and higher overhead costs incurred to support growth.

Architectural Coatings – EMEA segment sales were $1,118 million for the first six months, up $36 million or 3 percent versus last year’s comparable period. The acquisition of Dyrup in January 2012 has contributed 10 percent to sales; however, sales were negatively impacted by 8 percent due to the impact of foreign currency. Price contributed 5 percent to sales partially offset by a 4 percent volume decline due to market weakness in the region. Segment earnings increased $18 million, aided by the Dyrup acquisition performance and supplemented by strong operating execution and cost-management initiatives. A negative currency translation impact of $8 million was offset by the absence of a $9 million charge in the prior year that stemmed from a customer bankruptcy.

First six month sales for the Optical and Specialty Materials segment were $648 million, up $14 million, or 2 percent. The increase was due to 4 percent volume growth and 1 percent price increases offset by a 3 percent unfavorable impact of foreign currency. Optical products and silicas achieved sales volume growth with the majority due to higher Transitions ^® lens penetration. Earnings grew by 13 percent to $204 million as sales and earnings improved in both businesses. The increase in earnings is primarily due to higher optical volumes as well as overhead and manufacturing cost improvements. The silicas business has benefitted from the higher automotive OEM production.

Commodity Chemicals segment sales in the first six months of 2012 versus the prior year period declined by $43 million to $846 million and earnings increased $3 million to $206 million. Sales decreased due to modestly lower ECU selling prices and volumes due to weakening chlorine demand. These declines were partly offset by the favorable sales impact of the May 2011

acquisition of Equa-Chlor. Segment income improved slightly as lower natural gas input costs offset the impact of negative sales.

First six month sales for the Glass segment were $529 million, down $3 million or 1 percent. The sales decrease was comprised of 2 percent due to price and 1 percent due to currency, offset by higher volumes of 2 percent. Improved flat glass volumes as a result of increased demand in the commercial and solar markets were more than offset with lower pricing in both businesses, lower fiber glass volumes and the negative impact of currency translation. Fiber glass volumes have declined due to weak demand in Europe and the Asia Pacific region versus a strong comparable period. Segment earnings declined to $31 million, compared to $55 million a year ago. Lower equity earnings, primarily related to our joint venture selling to the electronics industry, drove the earnings decline. Lower pricing and higher inflation also contributed to the decrease. These factors were only partially offset with improved flat glass volumes and improved manufacturing cost performance in fiber glass.

Liquidity and Capital Resources

PPG ended the quarter with cash and short-term investments totaling approximately $1.2 billion compared to $1.5 billion at December 31, 2011.

Cash from operating activities for the six months ended June 30, 2012 was $434 million versus cash from operating activities of $252 million for the comparable period of 2011. Cash from operations and the Company’s debt capacity are expected to continue to be sufficient to fund operating activities, capital spending, including acquisitions, dividend payments, debt service, amounts due under the proposed asbestos settlement, share repurchases and contributions to pension plans. Other sources and uses of cash during the six months ended June 30, 2012 included:

•

Capital expenditures, excluding acquisitions year to date were $146 million, or about 1.9 percent of sales. Anticipated 2012 capital spending is expected to be in the range of 2.5 percent to 3.5 percent of sales.

•

Total cash spent on acquisitions year to date totaled approximately $170 million, including repayment of debt assumed in the acquisitions. The acquisitions of Dyrup and Colpisa were closed in early 2012.

•

PPG does not have a mandatory contribution to make to its U.S. defined benefit pension plans in 2012; however, PPG expects to make voluntary contributions of up to $60 million to these plans in 2012. PPG expects to make mandatory contributions to its non-U.S. plans in 2012 of approximately $90 million, of which $47 million was made as of June 30, 2012.

•

The Company repaid $71 million of its 6 7/8% notes, which matured during the first quarter 2012.

•

Cash dividends paid totaled $177 million.

•

No PPG stock was purchased in the second quarter during the negotiation of the definitive agreements related to the separation and merger of PPG’s commodity chemicals business. In the first quarter, stock repurchases totaled $92 million as approximately 1 million shares were repurchased. The Company has approximately 8 million shares remaining under its current share repurchase authorization; however, no shares will be repurchased until after the relevant tax rulings are received related to the separation and merger of PPG’s commodity chemicals business or the separation and merger transaction closes.

The ratio of total debt, including capital leases, to total debt and PPG shareholders’ equity was 51 percent at June 30, 2012 and 53 percent at December 31, 2011, respectively.

Operating Working Capital is a subset of total working capital and represents (1) trade receivables – net of the allowance for doubtful accounts plus (2) inventories on a first-in, first-out (“FIFO”) basis less (3) trade creditors’ liabilities. We believe Operating Working Capital represents the key components of working capital under the operating control of our businesses. A key metric we are using to measure improvement in our working capital management is Operating Working Capital as a percentage of sales (current quarter sales annualized).


(Millions, except percentages)	June 30 2012			Dec. 31 2011			June 30 2011
Trade Receivables, Net	$	2,973		$	2,512		$	3,039
Inventories, FIFO		2,022			1,839			2,042
Trade Creditors’ Liabilities		1,749			1,612			1,884

Operating Working Capital	$	3,246		$	2,739		$	3,197

Operating Working Capital as a % of Sales		20.5	%		19.5	%		20.0	%

The change in operating working capital elements, excluding the impact of currency and acquisitions, was an increase of $463 million during the six months ended June 30, 2012. This increase is the result of trade receivables increasing in line with the increase in the second quarter 2012 sales compared with sales in the fourth quarter 2011 and the seasonal build in architectural coatings inventory in advance of the summer paint season. Days sales outstanding at June 30, 2012 were 64 days, which was a two day increase from December 31, 2011 and a one day improvement over June 30, 2011.

PPG entered into $400 million of forward starting swaps in 2009 and 2010, which are set to expire during the third quarter 2012. The Company intends to incur indebtedness in the third quarter of 2012 in connection with the expiration of these forward starting swaps and intends to use the proceeds from this issuance to repay, in part, $600 million of notes when they come due in March 2013.

Currency

From December 31, 2011 to June 30, 2012, the U.S. dollar strengthened against most currencies in the countries in which PPG operates. As a result, consolidated net assets at June 30, 2012 decreased by $45 million, compared to December 31, 2011, primarily due to the effects of translating the net assets of PPG’s operations denominated in non-U.S. currencies to the U.S. dollar. Comparing exchange rates during the first six months of 2012 to those of the first six months of 2011, in the countries in which PPG operates, the U.S. dollar was generally stronger, which had an unfavorable impact on June 30, 2012 pretax earnings of $24 million from the translation of these foreign earnings into U.S. dollars.

New Accounting Standards

See Note 2, “New Accounting Standards,” to the accompanying condensed consolidated financial statements for further details on recently issued accounting guidance.

Commitments and Contingent Liabilities, including Environmental Matters

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. See Part II, Item 1, “Legal Proceedings” of this Form 10-Q and Note 18, “Commitments and Contingent Liabilities,” to the accompanying condensed consolidated financial statements for a description of certain of these lawsuits, including a description of the proposed asbestos settlement.

As discussed in Part II, Item 1 and Note 18, although the result of any future litigation of such lawsuits and claims is inherently unpredictable, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the proposed asbestos settlement described in Note 18 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.

As of June 30, 2012 and December 31, 2011, PPG had reserves for environmental contingencies totaling $368 million and $226 million, respectively, of which $95 million and $59 million, respectively, were classified as current liabilities. Pretax charges against income for environmental remediation costs totaled $3 million and $164 million, respectively, for the three and six months ended June 30, 2012 and $2 million and $12 million, respectively, for the three and six months ended June 30, 2011, and are included in Other charges in the accompanying condensed consolidated statement of income. Cash outlays

related to such environmental remediation aggregated $12 million and $25 million, respectively, for the three and six months ended June 30, 2012 and $16 million and $35 million, respectively, for the three and six months ended June 30, 2011. The impact of foreign currency was zero in the first half of 2012 and increased the liability by $3 million in the first half of 2011. As a result of the allocation of the purchase price of acquisitions to assets acquired and liabilities assumed, the liability for environmental contingencies was increased by $3 million during the six months ended June 30, 2012.

We continue to analyze, assess and remediate the environmental issues associated with a former chromium manufacturing plant and related sites located in Jersey City, NJ. In connection with the preparation of a final draft soil remedial action work plan and cost estimate that will be submitted to the NJDEP in 2012, we compiled updated information about the sites that was used to develop a new estimate of the cost to remediate these sites which resulted in a charge against earnings of $145 million in the six months ended June 30, 2012.

In addition to the amounts currently reserved for environmental remediation, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $100 million to $275 million. This range is less than the comparable amount reported at the end of 2011 as a result of the additional environmental remediation charge recorded during the six months ended June 30, 2012. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence.

Management expects pretax charges for environmental remediation costs over the remaining two quarters of 2012 to be within the range of $5 million to $15 million.

Management expects cash outlays for environmental remediation costs to be approximately $100 million annually through 2014 and to range from $10 million to $30 million annually in 2015 and 2016. It is possible that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter our expectations with respect to charges against income and future cash outlays. Specifically, the level of expected cash outlays and charges for environmental remediation costs are highly dependent upon activity related to the former chromium manufacturing plant and associated sites in New Jersey, as PPG awaits approval of the final draft soil remedial work plan that will be submitted to the NJDEP in 2012.

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

You can identify forward-looking statements by the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast” and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission. Also, note the following cautionary statements.

Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include global economic conditions, increasing price and product competition by foreign and domestic competitors, fluctuations in cost and availability of raw materials, the ability to maintain favorable supplier relationships and arrangements, the realization of anticipated cost savings from restructuring initiatives, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in international markets, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions and the unpredictability of existing and possible future litigation, including litigation that could result if the proposed asbestos settlement does not become effective. However, it is not possible to predict or identify all such factors.

This Quarterly Report also contains statements about PPG’s agreement to separate its commodity chemicals business and merge it with Georgia Gulf Corporation or a subsidiary of Georgia Gulf (the “Transaction”). Many factors could cause actual results to differ materially from the company’s forward-looking statements with respect to the Transaction, including the parties’ ability to satisfy of the conditions of the Transaction; the parties’ ability to complete the Transaction on anticipated terms and schedule, including the ability of Georgia Gulf to obtain shareholder approval and the ability of the parties to obtain regulatory approvals and the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies for the management, expansion and growth of Georgia Gulf’s operations; Georgia Gulf’s ability to integrate PPG’s commodity chemicals business successfully after the closing of the Transaction and to achieve anticipated synergies; and the risk that disruptions from the Transaction will harm PPG’s or Georgia Gulf’s business.

While the list of factors presented here and in the Company’s Form 10-K for the year ended December 31, 2011 under the caption “Item 1A Risk Factors” are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in “Item 1A Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2011 and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In June 2012, $600 million of cross currency swaps, with a settlement date of March 15, 2013, were settled at which time PPG received $1 million. Other than this settlement, there were no other material changes in the Company’s exposure to market risk from December 31, 2011 to June 30, 2012. See Note 15, “Derivative Instruments and Hedge Activities” for a description of our instruments subject to market risk.

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 and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and

communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

b. Changes in internal control. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting except as stated below.

During the quarter ended June 30, 2012, the Company implemented a new enterprise resource planning system (SAP) in its Commodity Chemicals, Silicas and part of its Optical Products businesses in the U.S. and Canada. The new SAP system integrated various business processes and replaced a number of applications that were previously used in these businesses to support their accounting and operating activities. Prior to implementation of SAP, user testing was performed to ensure the system was functioning as designed. Post-implementation reviews have been and will continue to be conducted to ensure that the internal controls relating to the system implementation processes, the key business process applications and the financial close process in these businesses are properly designed and are operating effectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For over 30 years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company and the terms and status of the proposed asbestos settlement arrangement, see Note 18, “Commitments and Contingent Liabilities” to the accompanying condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q.

In the past, the Company and others have been named as defendants in several cases in various jurisdictions claiming damages related to exposure to lead and remediation of lead-based coatings applications. PPG has been dismissed as a defendant from most of these lawsuits and has never been found liable in any of these cases.

PPG received a Consolidated Compliance Order and Notice of Proposed Penalty (“CO/NOPP”) from the Louisiana Department of Environmental Quality (“LDEQ”) in February 2006 alleging violation of various requirements of its Lake Charles, La. facility’s air permit based largely upon permit deviations self-reported by PPG. The CO/NOPP did not contain a proposed civil penalty. PPG filed a request for hearing and has engaged LDEQ in settlement discussions. Since 2006, PPG has held discussions with LDEQ to try to resolve the CO/NOPP. In April 2009, PPG offered to settle all of its self-reported air permit deviations through the first half of 2008 for a proposed penalty of $130,000. LDEQ responded to this settlement offer by asking PPG to make another offer that included all self-reported air permit deviations through the end of 2009. PPG has increased its offer to settle this matter to $171,000. LDEQ has rejected this settlement offer and requested that PPG propose a new settlement offer to include one or more Beneficial Environmental Projects (“BEP”) as a supplement to any civil penalty. Following additional meetings and discussions with LDEQ, on May 8, 2012 PPG submitted a revised settlement offer consisting of a proposed penalty of $250,000 and a BEP. The BEP would consist of the installation of enhanced leak detection equipment and repair program that would be conducted over a three year period. PPG estimates the cost of the BEP would be $220,000. LDEQ again requested PPG revise its settlement offer, and PPG has now increased the offer to settle the CO/NOPP for a total of $300,000, plus the performance of two additional BEPs that will increase the total expenditure for those projects to at least $320,000.

Item 1A. Risk Factors

There were no material changes in the Company’s risk factors from the risks disclosed in the Company’s Form 10-K for the year ended December 31, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Directors who are not also officers of the Company receive common stock equivalents pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors (“PPG Deferred Compensation Plan for Directors”). Common stock equivalents are hypothetical shares of common stock having a value on any given date equal to the value of a share of common stock. Common stock equivalents earn dividend equivalents that are converted into additional common stock equivalents but carry no voting rights or other rights afforded to a holder of common stock. The common stock equivalents credited to directors under 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 PPG Deferred Compensation Plan for Directors, each director may elect to defer the receipt of all or any portion of the compensation paid to such director for serving as a PPG director. All deferred payments are held in the form of common stock equivalents. Payments out of the deferred accounts are made in the form of common stock of the Company (and cash as to any fractional common stock equivalent). In the second quarter of 2012, the directors, as a group, were credited with 2,459 common stock equivalents under this plan. The value of each common stock equivalent, when credited, ranged from $101.00 to $104.15.

Issuer Purchases of Equity Securities

The following table summarizes the Company’s stock repurchase activity for the three months ended June 30, 2012:


Month	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs ⁽¹⁾		Maximum Number of Shares That May Yet Be Purchased Under the Programs
April 2012
Other transactions ⁽²⁾		—		—		—		—
May 2012
Other transactions ⁽²⁾		1,862	$	105.10		—		—
June 2012
Other transactions ⁽²⁾		—		—		—		—

Total quarter ended June 30, 2012
Other transactions ⁽²⁾		1,862	$	105.10		—		—

(1)	No shares were repurchased in the quarter ended June 30, 2012 under the current 10 million share repurchase program approved in October 2011. The maximum number of shares that may yet be purchased under this program is 7,988,694 shares. This repurchase program has no expiration date.

(2)	Includes shares withheld or certified to in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised options granted under the Company’s equity compensation plans.

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. Exhibits

See the Index to Exhibits on Page 56.

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 30, 2012	By	/s/ David B. Navikas
		David B. Navikas Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

PPG Industries, Inc. and Consolidated Subsidiaries

Index to Exhibits

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



2.1		Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc. was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 19, 2012.

†10.1		Form of TSR Share Award Agreement.

†10.2		Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees.

†10.3		PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective January 1, 2011.

†10.4		PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended effective January 1, 2011.

10.5		Separation Agreement, dated as of July 18, 2012, by and between PPG Industries, Inc. and Eagle Spinco Inc. was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 19, 2012.

†12		Computation of Ratio of Earnings to Fixed Charges for the Six Months Ended June 30, 2012 and for the Five Years Ended December 31, 2011.

†31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

†	Filed herewith.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2012 and 2011, (ii) the Condensed Consolidated Balance Sheet at June 30, 2012 and December 31, 2011, (iii) the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2012 and 2011, and (iv) Notes to Condensed Consolidated Financial Statements for the six months ended June 30, 2012. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

Exhibit 10.1

GRANT NOTICE FOR

TSR SHARE AWARD

[DATE OF GRANT]

PPG Industries, Inc. (the “Company”) and the Participant identified below are parties to a TSR Award Agreement dated as of [DATE OF GRANT] (the “Agreement”). Capitalized terms used in this Grant Notice shall have the respective meanings given to such terms in the Agreement, unless otherwise defined in this Grant Notice. This Grant Notice confirms the grant to the Participant of an Award providing for the issuance of the number of shares of Common Stock set forth below upon the achievement of performance objectives based on the total shareholder return of the Company (“TSR Shares”) with the terms set forth below. This Grant Notice is hereby incorporated by reference into and forms a part of the Agreement.


Participant Name:		Full Name

Date of Grant:		[DATE OF GRANT]

Target Number of TSR Shares Subject to Award:		[QuantityGranted]

Dividend Equivalents:		“Dividend Equivalents” are granted with respect to this TSR Share Award. “Dividend Equivalents” means the right to receive at the end of the Award Period, the equivalent value (in cash or shares) of dividends paid on the actual number of TSR Shares earned during the Award Period.

Award Period:		[PerformancePeriod]

Award Goals:		Vesting of the Award shall be determined using the table below, provided that the Participant must be continuously employed by the Company or its Subsidiaries through and including the last day of the Award Period, subject to the provisions of the Agreement regarding retirement, disability, death, job elimination and other termination of employment and further subject to the certification provisions of the Agreement as mandated by the requirements of Section 162(m) of the Code. The Award Goals for the Award Period is PPG’s total shareholder return “TSR” compared to the TSR for each of the companies that comprise the S&P 500 as of the first day of the Award Period. TSR shall be calculated based on the formula adopted by the Committee at the commencement of the Award Period and in accordance with the requirements of Section 162(m) of the Code. The payout will be based 100% on PPG’s ranking against the S&P 500 companies.

The following payout performance levels have been established:


*PPG TSR Percentile Ranking Against S&P 500 Companies*
Ranking (percentile)		Payout of Contingent Grant (%)
90th		220%
80th		180%
70th		140%
60th		100%
50th		80%
40th		50%
30th		30%
<30th		No Award

PPG Industries, Inc.



/s/ J. Craig Jordan
By:		J. Craig Jordan, Vice President, Human Resources

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TSR SHARE AWARD AGREEMENT

[DATE OF GRANT]

This TSR SHARE AWARD AGREEMENT (this “Agreement”) is entered into as of the date first written above by and between PPG Industries, Inc. (the “Company”) and Fullname (the “Participant”).

The Company maintains the PPG Industries, Inc. Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the Officers-Directors Compensation Committee (the “Committee”) to receive an Award under the Plan. The Award is intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code. Capitalized terms used in this Agreement shall, unless defined elsewhere in this Agreement, have the respective meanings given to such terms in the Plan.

The Award of TSR Shares shall be confirmed by a separate Grant Notice to which this Agreement is attached (the “Grant Notice”), specifying the Date of Grant of the Award, the number of TSR Shares granted and the Award Goals (as defined in the Grant Notice) applicable to such TSR Shares. Each TSR Share is a bookkeeping entry representing the equivalent in value of a share of Common Stock. Such Award shall be subject to the terms and conditions of this Agreement and such Grant Notice shall be deemed incorporated by reference into this Agreement.

NOW, THEREFORE, the Company and the Participant, intending to be legally bound, agree as follows:

1.	Terms and Conditions of the Award .

This Agreement sets forth the terms and conditions applicable to the Award of TSR Shares confirmed in the Grant Notice. The Award of TSR Shares is made under Article VIII of the Plan. Unless and until the TSR Shares are vested and certified in the manner set forth in paragraph 1.G. and 2.A. hereof, the Participant shall have no right to settlement of any such TSR Shares.

The Committee may terminate the Award at any time during the 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 Company.

The Participant shall be entitled to a Dividend Equivalent with respect to the number of TSR Shares that are actually earned or to which the Participant is determined to be entitled to in accordance with this paragraph 1, in an aggregate amount equal to the product of the number of TSR Shares that are earned and/or become payable, multiplied by each dividend paid on the Common Stock during the period commencing on the first day of the Award Period and ending on the date the TSR Shares are paid to the Participant. Notwithstanding the foregoing, Dividend Equivalents with respect to any unvested portion of this Award shall be subject to the same vesting and forfeiture restrictions as the TSR Shares awarded hereunder. Unless prohibited under applicable law or otherwise determined by the Committee in its discretion, the value of such Dividend Equivalents shall be automatically deferred, on behalf of the Participant, into the Participant’s account under the Deferred Compensation Plan in accordance with the Participant’s investment elections under such plan. To the extent the Dividend Equivalents have not been deferred, the Dividend Equivalents shall be paid to the Participant at the same time and in the same form the underlying TSR Shares are paid as

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contemplated in paragraph 2.A. hereof. For purposes of the time and form of payment requirements of Section 409A of the Code, such Dividend Equivalents shall be treated separately from the TSR Shares.

Prior to settlement of any vested TSR Shares, such TSR Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant.

If the Participant’s employment with the Company terminates during the Award Period but, on or after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to a prorated Award which shall be determined at the end of the Award Period by multiplying the lesser of (i) the target number of TSR Shares subject to the Award and (ii) the number of TSR Shares to which the Participant would otherwise have been entitled had the Participant continued in employment through the duration of the Award Period (based on actual performance as measured against the Award Goals in accordance with Section 162(m) of the Code) by a fraction, the numerator of which is the number of whole 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, and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided , however, that the Committee, in its sole discretion, may determine pursuant to the provisions of the Plan to reduce or eliminate any payout made or to be made to such Participant in respect of his or her Award. In the event of the Participant’s death during the Award Period but on or after the first anniversary of the Date of Grant, the Committee, in its sole discretion, shall determine the number of TSR Shares to which the Participant should be entitled, if any, not to exceed the maximum number of TSR Shares that are eligible to vest under the Award. Such Award shall be paid to the Participant’s Beneficiary as promptly as practicable following the Certification Date, subject to paragraph 2.C. hereof.

If the Participant’s employment with the Company terminates during the Award Period for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided , however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 1.F. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof.

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Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals.

In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of TSR Shares determined by the Committee, in its sole discretion, but in no event fewer than the number of TSR Shares payable at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the TSR Shares that vest pursuant to this paragraph 1.H. shall not be subject to the performance and certification procedures contemplated by paragraph 1.G. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

If the Participant is a party to a Change in Control Employment Agreement with the Company (a “Change in Control Agreement”), “Change in Control Period” for purposes of this Agreement shall have the meaning ascribed to the term “Employment Period,” as defined in the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, the term shall mean the period commencing on the date of a Change in Control (as defined in the Plan) and ending on the earlier of the Participant’s date of Retirement and the last day of the Award Period. “Retirement” for purposes of this paragraph 1.H. shall mean termination of employment on or after (i) the Participant’s “normal retirement date,” as defined in the PPG Industries, Inc. Retirement Income Plan, provided such termination is voluntary, or (ii) if the Company may subject the Participant to compulsory retirement under the Age Discrimination in Employment Act (29 U.S.C. Section 621 et. seq.) (ADEA) as a “bona fide executive or a high policy maker,” the Participant’s “normal retirement date.”

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services, confidentiality, intellectual property or non-competition; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or a Subsidiary requiring the removal from any office held by the Participant with the Company or prohibiting or materially limiting the Participant from participating in the business or affairs of the Company or any Subsidiary. “Disability” for purposes of this Agreement shall mean disability which, after the expiration of more than 52 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers.

2.	Payout on Account of Awards .

Upon certification by the Committee of the level of attainment of the Award Goals in accordance with paragraph 1.G. hereof and satisfaction of all other applicable conditions as to the issuance of the TSR Shares, and otherwise subject to this Agreement and the terms of the Plan, the Participant shall be entitled to the number of shares of Common Stock constituting the Award as determined by the Committee. The Participant shall be entitled to receive payout of the vested Award in the form of cash, shares of Common Stock or a combination of cash and shares, less any Tax-Related Items as defined in paragraph 7, as determined by the Committee in its sole discretion. 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 of the Payout Date (as hereinafter defined).

Any shares of Common Stock issued to the Participant with respect to his or her Award shall be subject to such restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions.

Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the TSR Shares pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following (i) the beginning of the taxable year that follows the last day of the Award Period or, (ii) to the extent applicable under the provisions of paragraph 1.H. hereof and provided the Change in Control constitutes a “change in control event,” within the meaning of Section 409A of the Code, the date of an Involuntary Termination following a Change in Control (the earliest of these dates, the “Payout Date”). Payout of TSR Shares that have been deferred shall be governed by the terms and conditions of the deferral election form.

3.	Continuing Conditions . Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:

If at any time prior to the expiration of the Award Period or within one (1) year after the Award Period the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, including, but not limited to: (1) conduct related to the Participant’s employment for which either criminal or civil penalties against the

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Participant may be sought; (2) violation of Company (or Subsidiary) Business Conduct Policies; (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 Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (4) disclosing or misusing any confidential information or material concerning the Company or any of its Subsidiaries; or (5) participating in a hostile takeover attempt, then this Award shall terminate effective as of the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain” realized by the Participant shall be paid by the Participant to the Company. “Award Gain” shall mean the cash and the Fair Market Value of the Common Stock delivered to the Participant pursuant to paragraph 2 on the date of such delivery times the number of shares so delivered. Any shares of Common Stock deferred by the Participant shall be considered to have been delivered for the purpose of this paragraph 3.

By accepting this Agreement, the Participant consents to a deduction from any amounts the Company or any of its Subsidiaries owes the Participant from time to time (including amounts owed the Participant as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the Company or any of its Subsidiaries), to the extent of the amounts payable to the Company by the Participant under paragraph 3.A. above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount payable by the Participant, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company.

The Participant may be released from the Participant’s obligations under paragraphs 3.A and 3.B above only if the Committee determines, in its sole discretion, that such action is in the best interest of the Company.

Award Subject to Plan Provisions . Unless otherwise expressly provided in the Grant Notice or this Agreement, the TSR Share Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.

Applicable Law; Entire Agreement; Venue . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to any choice of law principles. The Grant Notice, this Agreement and the Plan contain all terms and conditions with respect to the subject matter hereof.

For purposes of litigating any dispute that arises under the Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania, and agree that such litigation shall be conducted in the courts of Allegheny County, Pennsylvania, or other federal courts for the United States for the Western District of Pennsylvania, and no other courts, where this Award of TSR Shares is made and/or to be performed. The parties agree that, if suit is filed in Allegheny County courts, application will be made by one or both parties, without objection, to have the case heard in the Center for Commercial and Complex Litigation of the Court of Common Pleas of Allegheny County.

6.	Further Assurances . The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements

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(including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.

Taxes . Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the TSR Shares, the certification of the Award Goals, the conversion of the TSR Shares into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the TSR Shares and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, to satisfy the Tax-Related Items obligation by withholding otherwise deliverable shares of Common Stock. In addition, the Participant authorizes the Company and/or the Employer, in their sole discretion and pursuant to such procedures as the Company may specify from time to time, to withhold any Tax-Related Items by one or more of the following means: (i) withholding from the proceeds of the sale of shares of Common Stock acquired upon the vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); and /or (ii) withholding from any wages or other cash compensation paid to the Participant by the Company and/or the Employer or from any equivalent cash payment received in connection with the Award. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant shall be deemed, for tax purposes only, to have been issued the full number of shares of Common Stock subject to the vested portion of the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that is required to be withheld or accounted for in connection with the TSR Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver to the Participant any shares of Common Stock pursuant to the Award if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

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Transfer Restrictions . This Award and the TSR Shares are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the TSR Shares shall be forfeited.

9.	Capitalization Adjustments . The number of TSR Shares awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.

10.

Securities Law Compliance . Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.

11.	Award Confers No Rights to Continued Employment . Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant’s employment.

12.	Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.

Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

14.

Code Section 409A . It is the intent that the vesting or the payout of the TSR Shares set forth in this Agreement shall comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A of the Code; provided , however, that the Company makes no representation that the vesting or payout of TSR Shares provided under this Agreement will comply with Section 409A of the Code.

15.

Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the TSR Shares and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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Participant


		(Name)


PPG Industries, Inc.

		/s/ J. Craig Jordan
		By: J. Craig Jordan, Vice President, Human Resources

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Exhibit 10.2

GRANT NOTICE FOR

PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD

[Date of Grant]

PPG Industries, Inc. (the “Company”) and the Participant identified below are parties to a Restricted Stock Unit Award Agreement dated as of [Date of Grant] (the “Agreement”). Capitalized terms used in this Grant Notice shall have the respective meanings given to such terms in the Agreement, unless otherwise defined in this Grant Notice. This Grant Notice confirms the grant to the Participant of an Award of Restricted Stock Units with the terms set forth below. This Grant Notice is hereby incorporated by reference into and forms a part of the Agreement.



Participant Name:		[Full Name]

Date of Grant:		[Date of Grant]

Number of Restricted Stock Units Granted:		[Grant Shares]

Dividend Equivalents:		“Dividend Equivalents” are not granted with respect to this Restricted Stock Unit Award. “Dividend Equivalents” means the right to receive the equivalent value (in cash or shares) of dividends paid on one share of Common Stock for each share that may be issued under an Award.

Vesting Date:		[VestDate]

Award Period:		[PerformancePeriod]

Award Goals:		(1)The performance criteria for each year in the three-year performance period are 10% growth in earnings per share and 12% cash flow return on capital. The payout percentage is determined by the number of goals attained during the three-year performance period (all calculations with respect to such Award Goals shall be made by the Committee or its designee in its sole discretion) and (2) the Participant must be continuously employed by the Company or its Subsidiaries through the Vesting Date (as set forth above), subject to the provisions of the Agreement regarding retirement, disability, job elimination, death and other termination of employment, and further subject to the certification provisions of the Agreement as mandated under the requirements of Section 162(m) of the Code. Earnings Per Share Growth and Cash Flow Return on Capital shall be calculated based on the formulas adopted by the Committee at the commencement of the Award Period. All calculations with respect to the Award Goals shall be made by the Committee in its sole discretion based on the Award Goal formulas and in accordance with the requirements of Section 162(m) of the Code.


Performance Goals	Goals Attained in 3-Year Performance Period	Proposed Payout
10% growth in earnings per share	6 Goals	180%
	4/5 Goals in 3 Years	150%
	4 Goals in 2 Years	100%
	3 Goals	100%
12% cash flow return on capital	2 Goals	50%
	1 Goal	25%
	None	0%


PPG Industries, Inc.

		/s/ J. Craig Jordan
		By: J. Craig Jordan, Vice President, Human Resources

-2-

RESTRICTED STOCK UNIT AWARD AGREEMENT

[Date of Grant]

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into as of the date first written above by and between PPG Industries, Inc. (the “Company”) and [Full Name] (the “Participant”).

The Award of Restricted Stock Units shall be confirmed by a separate Grant Notice to which this Agreement is attached (the “Grant Notice”), specifying the Date of Grant of the Award, the number of Restricted Stock Units granted and the Award Goals (as defined in the Grant Notice) applicable to such Restricted Stock Units. Each Restricted Stock Unit is a bookkeeping entry representing the equivalent in value of a share of Common Stock. Such Award shall be subject to the terms and conditions of this Agreement and such Grant Notice shall be deemed incorporated by reference into this Agreement.

NOW, THEREFORE, the Company and the Participant, intending to be legally bound, agree as follows:

1.	Terms and Conditions of the Award .

This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units.

The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) 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 Company.

Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant.

If the Participant’s active employment with the Company terminates prior to the Vesting Date but, on or after the first anniversary of the Date of Grant because of retirement,

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disability or job elimination (each as determined in the Committee’s sole discretion) or death, the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided , however , that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award.

If the Participant’s employment with the Company terminates prior to the Vesting Date for any reason other than retirement, disability, job elimination or death, or for any reason before the first anniversary of the Date of Grant, the Participant’s Award shall be forfeited on the date of such termination; provided , however , that the Committee, in its sole discretion, may determine that the Participant will be entitled to a full or partial payout with respect to the Award, but in no event shall the amount of such payout exceed the amount that would be payable based on actual performance as measured against the Award Goals in accordance with the requirements of Section 162(m) of the Code, in the case of a termination of the Participant’s employment due to retirement or job elimination. Any payout of the Award pursuant to this paragraph 1.E. shall be paid as soon as practicable following the Certification Date, subject to paragraph 2.C. hereof.

The Committee shall determine and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the applicable Award Goals have been attained and the extent, if any, to which the Award has been earned by the Participant, as of the end of the Award Period or such other date as the Committee may select in its sole discretion (the “Certification Date”). The Committee shall have the negative discretion to reduce or eliminate any payout for the Award. The Committee may not increase the amount payable as a result of the performance as measured against the Award Goals.

In the event that, during the Change in Control Period (as hereinafter defined), the Participant is subject to an Involuntary Termination (as hereinafter defined), then a number of Restricted Stock Units determined by the Committee, in its sole discretion, but in no event fewer than the number of Restricted Stock Units that would become vested at the “target” level, shall become fully vested, and the payout of the Award shall be made as soon as practicable following the date of the Involuntary Termination, subject to paragraph 2.C. hereof (for avoidance of doubt, the Restricted Stock Units that vest pursuant to this paragraph 1.G. shall not be subject to the performance and certification procedures contemplated by paragraph 1.F. hereof). The Company and the Participant shall take all steps necessary (including with regard to post-termination services by the Participant) to ensure that an Involuntary Termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which a separation from service takes place for reasons resulting in an Involuntary Termination shall be the date of the Involuntary Termination.

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date of Retirement and the Vesting Date. “Retirement” for purposes of this paragraph 1.G. shall mean termination of employment on or after (i) the Participant’s “normal retirement date,” as defined in the PPG Industries, Inc. Retirement Income Plan, provided such termination is voluntary, or (ii) if the Company may subject the Participant to compulsory retirement under the Age Discrimination in Employment Act (29 U.S.C. Section 621 et. seq.) (ADEA) as a “bona fide executive or a high policy maker,” the Participant’s “normal retirement date.”

“Involuntary Termination” for purposes of this Agreement shall mean, if the Participant is a party to a Change in Control Agreement, a termination of the Participant’s employment that gives rise to payments and benefits under Section 6 of the Change in Control Agreement, and if the Participant is not a party to a Change in Control Agreement, shall mean a termination by the Company for any reason other than Cause, death or Disability (as the terms are hereinafter defined). “Cause” for purposes of a Participant who is not a party to a Change in Control Agreement shall have the same meaning as that term is defined in the Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means, as determined by the Committee in good faith: (i) engaging in any act, or failing to act, or misconduct that is injurious to the Company or its Subsidiaries; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of (or entering a plea of guilty or nolo contendere to) a criminal offense (other than a minor traffic offense); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or a Subsidiary; (v) material breach of any term of any agreement between the Participant and the Company or a Subsidiary relating to employment, consulting or other services, confidentiality, intellectual property or non-competition; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or a Subsidiary requiring the removal from any office held by the Participant with the Company or prohibiting or materially limiting the Participant from participating in the business or affairs of the Company or any Subsidiary. “Disability” for purposes of this Agreement shall mean disability which, after the expiration of more than 52 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers).

2.	Payout on Account of Awards .

Upon certification by the Committee of the level of attainment of the Award Goals in accordance with paragraph 1.F. hereof and satisfaction of all other applicable conditions as to the issuance of the Restricted Stock Units, and otherwise subject to this Agreement and the terms of the Plan, the Participant shall be entitled to the number of shares of Common Stock constituting the Award as determined by the Committee. The Participant shall be entitled to receive a payout of the vested Award in the form of cash, shares of Common Stock or a combination of cash and shares, less any Tax-Related Items as defined in paragraph 7, as determined by the Committee in its sole discretion. 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 of the applicable Payout Date (as defined below).

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the New York Stock Exchange and any applicable state or foreign securities laws, and the Committee may cause a legend or legends to be endorsed on any stock certificates for such shares making appropriate references to such legal restrictions.

Except as otherwise provided in this Agreement, and except in the event the Participant is permitted and has made an election to defer payout of the Restricted Stock Units pursuant to the terms and conditions established by the Company, the issuance of the shares of Common Stock in accordance with the provisions of paragraph 1 and this paragraph 2 will be delivered within 90 days following the earlier to occur of (i) the beginning of the taxable year following the last day of the Award Period, or (ii) to the extent applicable under the provisions of paragraph 1.G. hereof and provided the Change in Control constitutes a “change in control event,” within the meaning of Section 409A of the Code, the date of an Involuntary Termination following a Change in Control (the earliest of the foregoing dates, the “Payout Date”). Payout of Restricted Stock Units that have been deferred shall be governed by the terms and conditions of the deferral election form.

3.	Continuing Conditions . Notwithstanding any other provisions herein, the Participant, by execution of this Agreement, agrees and acknowledges that in return for the Award granted by the Company in this Agreement, the following continuing conditions shall apply:

If at any time prior to the Vesting Date or within one (1) year after the Vesting Date the Participant engages in any activity in competition with any activity of the Company or any of its Subsidiaries, or contrary or harmful to the interests of the Company or any of its Subsidiaries, 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; (2) violation of Company (or Subsidiary) Business Conduct Policies; (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 Company or any of its Subsidiaries, including employing or recruiting any present, former or future employee of the Company or any of its Subsidiaries; (4) disclosing or misusing any confidential information or material concerning the Company or any of its Subsidiaries; or (5) participating in a hostile takeover attempt, then this Award shall terminate effective as of the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of this Agreement, and any “Award Gain” realized by the Participant shall be paid by the Participant to the Company. “Award Gain” shall mean the cash and the Fair Market Value of the Common Stock delivered to the Participant pursuant to paragraph 2 on the date of such delivery times the number of shares so delivered. Any shares of Common Stock deferred by the Participant shall be considered to have been delivered for the purpose of this paragraph 3.

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Award Subject to Plan Provisions . Unless otherwise expressly provided in the Grant Notice or this Agreement, the Restricted Stock Unit Award shall be subject to the provisions of the Plan, including, without limitation, Article XI. In the event of any conflict between this Agreement and either the Grant Notice or the Plan, the Grant Notice or Plan, as applicable, shall control over this Agreement.

For purposes of litigating any dispute that arises under the Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania, and agree that such litigation shall be conducted in the courts of Allegheny County, Pennsylvania, or other federal courts for the United States for the Western District of Pennsylvania, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed. The parties agree that, if suit is filed in Allegheny County courts, application will be made by one or both parties, without objection, to have the case heard in the Center for Commercial and Complex Litigation of the Court of Common Pleas of Allegheny County.

Further Assurances . The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued or otherwise distributed in relation to this Award) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Grant Notice, this Agreement and the Plan.

Taxes . Regardless of any action the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant and vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired pursuant to the Restricted Stock Units and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, to satisfy the Tax-Related Items obligation by withholding otherwise deliverable shares of Common Stock. In addition, the Participant authorizes the Company and/or the Employer, in their sole discretion and pursuant to such procedures as the Company may specify from time to time, to withhold any Tax-Related Items by one or more of the following means: (i) withholding from the proceeds of the sale of shares of Common Stock acquired upon the vesting/settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); and/or (ii) withholding from any wages or other cash compensation paid to the Participant by the Company and/or the Employer or from any equivalent cash payment received in connection with the Award. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant shall be deemed, for tax purposes only, to have been issued the full number of shares of Common Stock subject to the vested portion of the Award, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that is required to be withheld or accounted for in connection with the Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver to the Participant any shares of Common Stock pursuant to the Award if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Transfer Restrictions . This Award and the Restricted Stock Units are not transferable other than by will or the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Stock Units shall be forfeited.

9.	Capitalization Adjustments . The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.

10.

Securities Law Compliance . Notwithstanding anything to the contrary contained herein, no shares of Common Stock shall be issued to the Participant upon vesting of this Restricted Stock Unit Award unless the Common Stock is then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Common Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this Award, the Participant agrees not to sell any of the shares of Common Stock received under this Award at a time when the applicable laws or Company policies prohibit a sale.

11.	Award Confers No Rights to Continued Employment . Nothing contained in the Plan or this Agreement shall give the Participant the right to be retained in the employment of the Company or any Subsidiary or affect the right of any such employer to terminate the Participant’s employment.

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12.	Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.

14.

Code Section 409A . It is the intent that the vesting or the payout of the Restricted Stock Units set forth in this Agreement shall comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A of the Code; provided , however , that the Company makes no representation that the vesting or payout of Restricted Stock Units provided under this Agreement will comply with Section 409A of the Code.

15.

Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


Participant


		(Name)


PPG Industries, Inc.

		/s/ J. Craig Jordan
		By: J. Craig Jordan, Vice President, Human Resources

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Exhibit 10.3

DefCompensation

Revised 07/14/04

PPG INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN

(FOR PRE-2005 DEFERRALS)

As amended effective January 1, 2011

Preamble

In accordance with the Resolution adopted by the Officers-Directors Compensation Committee of the Board of Directors of PPG Industries, Inc. on December 8, 2010, the PPG Industries Inc. Deferred Compensation Plan (for Pre-2005 Deferrals) is hereby amended and restated to be effective January 1, 2011.

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.

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,

- Page 1.1 -

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.

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

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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.

1.28	Plan Year means the calendar year.

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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

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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.

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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:

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		Minimum Deferral		Maximum Deferral
		1%		50%

(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.

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(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).

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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.

Each installment payment shall be calculated by dividing the Participant’s account balance by the remaining number of installments -( e.g. : Ten

- Page 5.1 -

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 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

- Page 5.2 -

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.

(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

- Page 5.3 -

“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 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.

- Page 5.4 -

(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.

(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

- Page 5.5 -

(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.

(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

- Page 5.6 -

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.

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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, received by the Administrator prior to January 1, 2011.

(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.

The Administrator shall afford the claimant, or his/her authorized representative, an opportunity to review documents pertinent to the claim,

- Page 7.2 -

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.

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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)

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 combined voting power of the then outstanding voting

- Page 10.2 -

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.

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Exhibit 10.4

PPG INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN

Preamble

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

This PPG Industries, Inc. Deferred Compensation Plan (this “Plan”) is an amendment and restatement of the PPG Industries, Inc. Deferred Compensation Plan as in effect on December 12, 2007 (the “Prior Plan”). Except as otherwise provided herein, this amended and restated Plan applies to deferrals of all compensation that is earned or that becomes vested on or after January 1, 2005 (including any earnings thereon) (except that the Plan was operated in good faith compliance with the requirements of Section 409A of the Internal Revenue Code for periods prior to January 1, 2008). All such deferred compensation shall be paid in accordance with the terms of this amended and restated Plan. The Prior Plan applies to deferrals of all compensation that was earned and vested prior to January 1, 2005 (including any earnings thereon). This amendment and restatement of the Plan is made on December 8, 2010, and is effective as of January 1, 2011.

Table of Contents


Section I		Definitions
Section II		Deferrals
Section III		Investment Options
Section IV		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 deferred Award amounts, all deferred Salary amounts, all deferred Payments pursuant to the LTIP or Executive Officers’ LTIP, all deferred Omnibus Plan Stock Awards, all Savings Plan Restoration Contributions and all Defined Contribution Retirement Plan Restoration Contributions and earnings on each of the foregoing held at any particular time in the form of Stock Account Shares or Investment Account Shares in a Participant’s account established pursuant to the terms hereof.

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, in which PPG has an equity interest.

1.04	Annual Plan means the PPG Industries, Inc. Executive Officers’ Annual Incentive Compensation Plan, as amended from time to time.

1.05	Award means a grant to a Participant under the IC Plan, MAP or the Annual Plan, and a Short-Term Cash Incentive Award under Article X of the Omnibus Plan which such person may elect to defer.

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, with respect to the cash component of an Award, the number of Stock Account Shares obtained by dividing such Award amount by the closing price as reported on the New York Stock Exchange Composite Tape of PPG Stock on the date payment of the Award is processed.

1.12	Corporation means PPG and any Subsidiary or Affiliate designated by the Administrator to permit such Subsidiary’s or Affiliate’s employees to participate

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in the Plan, and which, by proper authorization of the board of directors or other governing body of such Subsidiary or Affiliate, elects to participate in the Plan.

1.13	Defined Contribution Plan Restoration Contributions means contributions to a Participant’s Account in accordance with Section 4.02.

1.14

Disability means a medical or physical impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than 12 months, by reason of which, a Participant has received income replacement benefits for a period of not less than six months under the Corporation’s disability plans, within the meaning of Section 409A of the Code.

1.15	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 Stock by the plan participant.

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

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

1.18	Executive Officers’ LTIP means the PPG Industries, Inc Executive Officers’ Long Term Incentive Plan, as amended from time to time.

1.19	IC Plan means the PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended from time to time and formerly known as the PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees.

1.20	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.

1.21	Investment Account means, for any Participant, one or more recordkeeping accounts the value of which is based on or derived from such investment funds,

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money market accounts or other investment vehicles as determined by the Committee from time to time and pursuant to which such Participant makes elections pursuant to Section III hereof.

1.22

Investment Account Share means a recordkeeping unit for the appropriate Investment Account, in each case, equal in value to one share or other ownership unit of the investment fund, money market account or other investment vehicle upon which the value of the particular Investment Account is based.

1.23

Key Employee has the meaning assigned to that term under Section 416(i) of the Code (determined without regard to subsection 416(i)(5) thereof). For purposes of Sections 5.02(h) and 5.03(b), a Participant who is a Key Employee for a calendar year shall be treated as a Key Employee during the 12-month period commencing on the first day of the fourth month following the last day of such calendar year.

1.24	LTIP means the PPG Industries, Inc. Long Term Incentive Plan, as amended from time to time.

1.25	MAP means the PPG Industries, Inc. Management Award and Deferred Income Plan, as amended from time to time and formerly known as the PPG Industries, Inc. Management Award and Deferred Income Plan.

1.26	Omnibus Plan means the PPG Industries, Inc. Omnibus Incentive Plan, as amended from time to time.

1.27

Omnibus Plan Stock Award means an Award (as that term is defined under the Omnibus Plan) other than an Option, Stock Appreciation Right (as those terms are defined in the Omnibus Plan) or Short-Term Cash Incentive Award under Article X of the Omnibus Plan, whether settled in cash or in PPG Stock.

1.28

Participant means an Employee who is approved to participate in either the LTIP, the Executive Officers’ LTIP, the IC Plan, MAP, or the Annual Plan or who is eligible to receive an Omnibus Plan Stock Award or Short-Term Cash Incentive Award under Article X of the Omnibus Plan and has made one or more deferral elections pursuant to Section II hereof.

1.29	Payment has the meaning assigned to that term under the LTIP or the Executive Officers’ LTIP, as applicable.

1.30	Plan means this PPG Industries, Inc. Deferred Compensation Plan as amended and restated on December 13, 2006, effective as of January 1, 2007.

1.31	Plan Year means any calendar year.

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1.32	PPG Stock means, as of any date, the then issued and outstanding voting common stock of the Company. Shares of PPG Stock issued or transferred in accordance with the terms of the Plan may be either authorized but unissued shares or issued shares acquired by the Company and held in its treasury.

1.33

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

1.34	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 Stock.

1.35

(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.

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

1.37	Retirement Age means the date on which a Participant is eligible to receive a benefit from a retirement plan sponsored by the Corporation.

1.38	Retirement Date means the first day of the month following a Participant’s termination of employment on or after such Participant’s Retirement Age.

1.39

Salary means a Participant’s monthly base salary from the Corporation (excluding bonuses, commissions and other non-regular forms of compensation) 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. Effective January 1, 2009, any temporary reduction in a Participant’s monthly base salary pursuant to the Fiber Glass business unit temporary salary reduction program shall be disregarded in determining such Participant’s Salary, and such Participant’s Salary shall be determined without regard to such temporary reduction.

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

1.41	Savings Plan Restoration Contributions means contributions to a Participant’s Account in accordance with Section 4.01.

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

1.43	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.

1.44

Unforeseeable Emergency means a severe financial hardship to a Participant resulting from (i) an illness or accident of such Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to subsections 152(b)(1), (b)(2) and (d)(1)(B)), (ii) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, to the extent that such financial hardship is not or may not be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not cause severe financial hardship), or by cessation of deferrals of Salary, Awards or Payments.

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SECTION II—DEFERRALS

2.01 Deferral of Salary

(a)

Prior to the beginning of each Plan Year, a Participant may, in accordance with procedures established from time to time by the Administrator, elect to defer a percentage, in whole percentages only, of his/her Salary for services performed for such Plan Year as follows:


		Minimum Deferral		Maximum Deferral
		1%		50%

(b)

Elections made pursuant to Section 2.01 shall remain in effect until (i) the last day of the Plan Year to which such election applies, or (ii) in the discretion of the Administrator, terminated or modified pursuant to a new election filed by a Participant in accordance with the requirements of Section 2.01(a) and Section 2.01(c). Notwithstanding the foregoing, a Participant may elect to cancel a deferral election (i) upon an Unforeseeable Emergency, or (ii) pursuant to the Participant’s Disability, provided that such cancellation election is made by the later of December 31 of the Plan Year in which the Disability occurs or the 15 ^th day of the third month following the date of the Disability.

(c)

Except as provided by Section 2.05, any election filed by a Participant pursuant to Section 2.01(a), including any election to terminate or modify an election, must be received by the Administrator on or before the last business day of the Plan Year prior to the Plan Year in which such election is to become effective. Deferred Salary shall be credited to the Participant’s Account on the last day of the month in which the deferral is made.

(d)

The number of Stock Account Shares credited to the PPG Stock Account shall be determined by the closing price as reported on the New York Stock Exchange Composite Tape for PPG Stock on the last business day of the month in which the deferral is made.

(e)

(f)

Notwithstanding any other provision of this Section 2.01, a Participant may file a new deferral election with respect to Salary for services performed during the 2005 Plan Year no later than March 15, 2005 (and

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any such new election filed between January 1, 2005 and March 15, 2005 shall replace any election filed on or before December 31, 2004) that (i) increases the deferral of Salary earned on or after April 1, 2005, or (ii) cancels all deferral elections with respect to Salary earned from January 1, 2005 through April 15, 2005. In the event of a cancellation of a deferral election pursuant to clause (ii) above, the amount deferred prior to the filing of such election, adjusted for earning or losses, shall be paid to such Participant as soon as practicable after the election is filed, but in no event later than December 31, 2005.

2.02	Deferral of Awards

(a)

Prior to the beginning of the Plan Year, a Participant may, in accordance with procedures established from time to time by the Administrator, elect to defer a percentage, in whole percentages only and no less than 10%, of his/her Award granted for such Plan Year. Elections made pursuant to Section 2.02 shall be effective (i) with respect to Awards earned during the Plan Year to which such election applies, or (ii) in the discretion of the Administrator, with respect to Awards earned in subsequent Plan Years until terminated or modified pursuant to a new election filed by a Participant in accordance with the requirements of Section 2.02(a) and Section 2.02(b).

(b)

Except as otherwise provided in Section 2.05, any election filed by a Participant pursuant to Section 2.02(a), including any election to terminate or modify an election, must be received by the Administrator on or before the last business day of the Plan Year prior to the Plan Year in which such election is to become effective. Notwithstanding the foregoing, a Participant may elect to cancel a deferral election (i) upon an Unforeseeable Emergency, or (ii) pursuant to the Participant’s Disability, provided that such cancellation election is made by the later of December 31 of the Plan Year in which the Disability occurs or the 15 ^th day of the third month following the date of Disability.

(c)

Except as provided by Section 2.05, any election filed by a Participant pursuant to Section 2.02(a), including any election to terminate or modify an election, must be received by the Administrator on or before the last business day of the Plan Year prior to the Plan Year in which such election is to become effective. Notwithstanding the foregoing, a Participant may elect to cancel a deferral election (i) upon an Unforeseeable Emergency, or (ii) pursuant to the Participant’s Disability, provided that such cancellation election is made by the later of December 31 of the Plan Year in which the Disability occurs or the 15 ^th day of the third month following the date of the Disability.

(d)

In accordance with the provisions of this Section 2.02, the value of:

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(1)

that portion of the cash component of an Award which the Participant elects to defer and has designated in accordance with Section 3.01 to the PPG Stock Account; and/or

(2)

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.


(e)		(1)		Share-based 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-based 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 as of the date credited to the Participant’s Investment Account(s).

(f)

Any amount designated by the Participant for in-service withdrawal in accordance with Section 5.01(b) hereof may not be credited to the PPG Stock Fund.

(g)

Notwithstanding any other provision of this Section 2.02, at any time on or before March 15, 2005, a Participant may cancel any prior deferral election for Awards that were earned in 2004.

2.03	Deferral of Payment under the LTIP and the Executive Officers’ LTIP and Deferral of Omnibus Plan Stock Award

(a)

A participant who is entitled to receive a Payment under the terms of the LTIP or the Executive Officers’ LTIP, or an Omnibus Plan Stock Award under the Omnibus Plan may elect to defer receipt of such Payment, or Omnibus Plan Stock Award in accordance with this Section 2.03.

(b)

A Participant may elect to defer either 25%, 50%, 75% or 100% of his/her Payment or Omnibus Plan Stock Award. Any balance that is not deferred in accordance with this Section 2.03 shall be paid to the Participant as provided in the LTIP, the Executive Officers’ LTIP, or the Omnibus Plan, as applicable.

(c)

Except as otherwise provided in Section 2.05, all elections with respect to a Payment or Omnibus Plan Stock Award pursuant to this Section 2.03

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must be filed no later than (i) if such Payment or Omnibus Plan Stock Award meets the requirements for performance-based compensation with the meaning of Treasury Regulation Section 1.409A-1(e), the last day of the year prior to the last year of the period of service with respect to which the Payment or Omnibus Plan Stock Award is made, or (ii) if such Payment or Omnibus Plan Stock Award does not meet the requirements for performance-based compensation within the meaning of Treasury Regulation Section 1.409A-1(e), the last day of the year prior to the first year of the period of service with respect to which the Payment or Omnibus Plan Stock Award is made , and, in either case, such election shall become irrevocable as of the first day of the last year of such period or the first year of such period, as applicable. Notwithstanding the foregoing, in the case of an election with respect to a Payment or Omnibus Plan Stock Award that constitutes performance-based compensation with the meaning of Treasury Regulation Section 1.409A-1(e), no election to defer a Payment or Omnibus Plan Stock Award may be made after such Payment or Omnibus Plan Stock Award becomes readily ascertainable and the Participant must be continuously employed from the later of the beginning of the performance period with respect to which the Payment or Omnibus Plan Stock Award is made or the date the performance criteria applicable to such Payment or Omnibus Plan Stock Award are established, to the date of the election under this Section 2.03.

The Administrator may, in its discretion, adopt a procedure, pursuant to which an election made by a Participant with respect to a Payment or an Omnibus Plan Stock Award will continue in effect with respect subsequent Payments or Omnibus Plan Stock Awards unless and until modified by such Participant. In such event, any election filed by a Participant to terminate or modify an election with respect to a Payment or an Omnibus Plan Stock Award must be received by the Administrator on or before the election deadline set forth above with respect to such Payment or Omnibus Plan Stock Award.

(d)

In accordance with the provisions of Sections 2.03(a), (b) and (c) above, the value of that portion of the cash component of a Payment or Omnibus Plan Stock Award which the Participant elects to defer under this Plan and 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.

(e)

In accordance with the provisions of this Section 2.03, the value of:

(1)

that portion of the cash component of a Payment or Omnibus Plan Stock Award which the Participant elects to defer and has designated in accordance with Section 3.01 to the PPG Stock Account; and/or

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(2)

the stock component of a deferred Payment or Omnibus Plan Stock 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.


(f)		(1)		Share-based portions of Payments and Omnibus Plan Stock Awards credited to the PPG Stock Account shall be credited in the form of Stock Account Shares and cash-based portions of Payments and Omnibus Plan Stock 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-based portions of Payments and Omnibus Plan Stock 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 as of the date credited to the Participant’s Investment Account(s).

2.04 Dividend Equivalents under the LTIP, the Executive Officers’ LTIP or the Omnibus Plan

(a)

Dividend Equivalents credited to a Participant in accordance with the LTIP, the Executive Officers’ LTIP or, with respect to Omnibus Plan Stock Awards, the Omnibus Plan, shall be credited to such Participant’s PPG Stock Account in the form of Stock Account Shares or to such Participant’s Other Investment Account(s), as designated by the Participant in accordance with Section 3.01.

(b)

The number of Stock Account Shares, if any, credited to the PPG Stock Account pursuant to Section 2.04(a) above shall be determined on the basis of the closing price as reported on the New York Stock Exchange Composite Tape of PPG Stock for the day on which the corresponding dividend is paid on PPG Stock.

(c)

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).

2.05 New Participants

(a)

Notwithstanding any other provision of this Plan to the contrary, in the case of the first year a Participant becomes eligible to participate in the

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Plan, such Participant’s election to defer Salary, may be made within thirty days after the date the Participant becomes eligible to participate in the Plan. Such election shall be effective the first day of the month following such thirty day period.

(b)

If a Participant first becomes eligible to participate in the Plan prior to June 1 of a calendar year, such Participant may file an election to defer an Award or a Payment for such year no later than June 30 of such year provided that such Award or Payment constitutes performance-based compensation within the meaning of Treasury Regulation Section 1.409A-1(e) (or any successor regulation) and, otherwise, shall not be permitted to file an election to defer such an Award or Payment.

(c)

If a Participant first becomes eligible to participate in the plan on or after June 1 of a calendar year, such Participant may not file an election to defer an Award or a Payment for such year. For purposes of this Section 2.05, the date on which a Participant first becomes eligible to participate in the Plan is the date on which such Participant is notified of his or her eligibility.

2.06

Vesting

(a)

All amounts credited to a Participant’s Account shall be 100% vested at all times, except to the extent provided in Section 5.03(c).

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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 LTIP, the Executive Officers’ LTIP or the Omnibus Plan being credited to the Plan. If a Participant does not provide an investment election to the Administrator in accordance with this Section 3.01, such Participant shall be deemed to have filed an election to have elected all amounts to be deemed invested in such Investment Account as the Committee shall determine from time to time.

(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 price as reported on the New York Stock Exchange Composite Tape for PPG Stock for the day on which the dividend with respect to which such dividend equivalent is credited is paid, based on the number of whole and fractional Stock Account Shares in the PPG Stock Account on the record date.

3.04

Transfers

(a)

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(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 as reported on the New York Stock Exchange Composite Tape of PPG Stock on the last business day of the month in which the election is received by the Administrator.

(B)

(3)

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

(4)

A Participant may file no more than five (5) transfer requests per calendar quarter separately with respect to (i) amounts credited to Section 4.02, (ii) each amount subject to a scheduled in service withdrawal on a specified date pursuant to Section 3.05, (iii) all other amounts attributable to amounts deferred prior to January 1, 2005 and (iv) all other amounts attributable to deferrals on or after January 1, 2005.

(b)

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

3.05	Scheduled In-Service Withdrawals

(a)

A Participant must file a separate investment election with respect to amounts that the Participant has elected to be paid as a Scheduled In-Service Withdrawal pursuant to Section 5.01. A single election shall be made for all amounts scheduled to be paid on the same date. No such election may designate the investment of any such amount in the PPG Stock Fund.

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SECTION IV—RESTORATION CONTRIBUTIONS

4.01 Savings Plan Restoration Contributions

(a)

Savings Plan Restoration Contributions will be credited to the accounts of Participants in the manner set forth in Section 4.01(b). The amount with respect to which Stock Account Shares are credited to a Participant’s PPG Stock Account for a month pursuant to Section 4.01(b) shall be an amount equal to the difference between (1) and (2) below, but no greater than the amount of such Participant’s deferred Salary for such month:

(1)

The amount of Company matching contributions that would have been credited to such Participant’s account under the Savings Plan for such month (i) without regard to the limitations of Section 401(a)(17) of the Code, and (ii) by including the Participant’s Salary deferral amounts pursuant to Section 2.01 of this Plan in the determination of such Participant’s eligible earnings for such month.

(2)

The amount of Company matching contributions actually credited to such Participant’s account under the Savings Plan for such month.

(b)

Savings Plan Restoration Contributions for a month shall be credited to the Participant’s PPG Stock Account in the form of Stock Account Shares at the same time as the associated matching contributions for such month under the Savings Plan are contributed to the Savings Plan. The number of whole and fractional Stock Account Shares shall be determined by using the closing price as reported on the New York Stock Exchange Composite Tape 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 as of such day.

(c)

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

4.02	Defined Contribution Retirement Plan Restoration Contributions

(a)

Effective January 1, 2006, Defined Contribution Retirement Plan Restoration Contributions will be credited to the Accounts of Participants on an annual basis after the end of each Plan Year. The amount credited to a Participant’s Account for a Plan Year shall be an amount equal to the difference between (1) and (2) below:

(1)

The amount of employer contributions that would have been credited to such Participant’s account under the PPG Industries,

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Inc. Defined Contribution Retirement Plan for such Plan Year determined (A) without regard to the limitations of Sections 401(a)(17) and 415 of the Code, and (B) by including bonus awards under the terms of the PPG Industries, Inc. Management Award Plan, Incentive Compensation Bonuses, Executive Officers Incentive Compensation and other compensation amounts to the extent otherwise excluded from the definition of “Eligible Compensation” under the PPG Industries, Inc. Defined Contribution Retirement Plan for purposes of determining allocations thereunder for such Plan Year.

(2)

The amount of employer contributions actually credited to such Participant’s account under the PPG Industries, Inc. Defined Contribution Retirement Plan for such Plan Year.

(b)

Defined Contribution Plan Restoration Contributions shall be credited to the Investment Accounts in the same manner as cash amounts invested pursuant to Section 3.

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SECTION V—WITHDRAWAL PROVISIONS

5.01	Scheduled In-Service Withdrawals

(a)

Except as otherwise provided in this Section V, payment of any amount designated by a Participant for in-service withdrawal, in accordance with the provisions of Section 5.01(b) below, shall be made to the Participant in a lump sum as of the first day of the quarter/year specified by the Participant.

(b)

A Participant may designate for in-service withdrawal any portion of an Award that the Participant has elected to defer pursuant to Section 2.02 as follows:

(1)

At the time an election is made to defer all or a portion of the cash component of an Award pursuant to Section 2.02, a Participant may designate all or a portion of the cash component of such deferred amount, including any earnings thereon, to be paid on the first day of a specified quarter/year.

(2)

Withdrawal elections made pursuant to this Section 5.01 may not specify a year which is any sooner than the fourth Plan Year after the Plan Year in which the deferred amount is credited to the Participant’s Account.

(3)

Any amount subject to withdrawal pursuant to this Section 5.01 must be invested in the Investment Account.

(4)

Any election made in accordance with this subsection 5.01(b) shall be irrevocable.

(c)

An election under this Section 5.01 shall become null and void upon the payment or commencement of payment of benefits under Section 5.02, 5.03, 5.04 or 5.05.

5.02	Withdrawals at/after a Participant’s Retirement Date

(a)

In the event of a Participant’s termination of employment on or after the date of such Participant’s Retirement Age, such Participant’s Account shall be paid in accordance with this Section 5.02.

(b)

A Participant may elect a payment schedule applicable to his/her Account provided such election is filed with the Administrator at the time the Participant files his or her initial deferral election pursuant to Section 2.01, 2.02 or 2.03 of the Plan. Notwithstanding the foregoing, each Participant

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in the Plan who was an active Participant in the Plan on January 1, 2005, must file such election no later than June 30, 2005.

(c)

Participants may elect:

(1)

One lump-sum payment; or

(2)

Quarterly or annual installments - to be made over a period of years, up to a maximum period of 15 years.

(d)

Subject to the provisions of this paragraph (d), a Participant may delay the first payment for a period up to five 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. Any election pursuant to this Section 5.02(d) shall be filed with and at the time of the election described in Section 5.02(b).

(e)

The payment schedule elected by the Participant shall apply to his/her entire Account, except as provided in subsection (j) below. Participants may designate the first day of the quarter for the commencement of the payment schedule on an annual or quarterly basis.

Each installment payment shall be calculated by dividing the Participant’s then current Account balance by the remaining number of installments ( e.g. : Ten annual installments shall be paid: 1st installment = 1/10 of Account balance at time of payment; 2nd installment = 1/9 of Account balance at time of payment; 3rd installment = 1/8 of Account balance at time of payment, etc.). 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.

(f)

In the event a Participant fails to file a payment schedule election with the Administrator at the time described in Section 5.02(b), his/her Account shall be paid in one lump sum on the later of (i) the first day of the first quarter of a Plan Year that is six months and ten days following such Retirement Date or (ii) January 1 of the year following such Retirement Date.

(g)

A Participant who has filed a payment election in accordance with this Section 5.02 may, at any time thereafter, file a subsequent election that specifies another form or time of payout, provided that:

(1)

Any subsequent election filed less than 12 months prior to the

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date on which payment of the Participant’s Account would otherwise have commenced or been made shall be disregarded, null and void;

(2)

The date on which payment of the Participant’s Account will be made or commence under such subsequent election must be (i) at least five years later than the date on which such payment would otherwise have been made under such Participant’s original election, and (ii) no later than 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 75 ^th birthday occurs for Participants who retire prior to their 75 ^th birthday, or no later than the Participant’s Retirement Date for Participant’s who retire on or after their 75 ^th birthday;

(3)

The form and time of payment elected under such subsequent election may not cause any payment to be paid sooner than such payment would otherwise have been paid under such Participant’s original election; and

(4)

The form of payment must be one permitted under 5.02(c).

For purposes of this Section 5.02(g), an installment form of payment shall be treated as one payment. Accordingly, a Participant may elect to change his or her payment election from an installment form to a lump sum provided that such election is filed at least 12 months prior to the date on which such installment payments are scheduled to commence and provided that the lump sum is paid no earlier than the fifth anniversary of the date on which such installments were scheduled to commence.

(h)

Notwithstanding any other provision of this Section 5.02, no amount shall be payable under this Section 5.02 earlier than (i) in the case of a Participant who is a Key Employee, the first day of the seventh month following the date of such Key Employee’s Separation from Service with the Corporation (as that term is defined in Section 409A of the Code and the regulations thereunder), and (ii) in the case of a Participant who is a non-Key Employee, the date of such non-Key Employee’s Separation from Service with the Corporation. In the event the provisions of this Section 5.02 would otherwise require that a payment be made to a Participant prior to the date specified in clause (i) or (ii) above, as applicable, such payment shall be postponed and made on the date specified in clause (i) or (ii), as applicable.

(i)

Notwithstanding any other provision of this Section 5.02 (other than subsection (j) below), all amounts credited to the Account of a Participant

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that are attributable to Defined Contribution Retirement Plan Restoration Contributions credited pursuant to Section 4.02(a) and investments credits thereon pursuant to Section 4.02(b) shall be paid in a lump sum on the date that is the later of (i) the first day of the first quarter of a Plan Year that is six months and 10 days following such Participant’s Retirement Date or (ii) January 1 of the year following such Retirement Date.

(j)

Notwithstanding any other provision of this Section 5.02, if, at the time the Participant’s payments commence under this Section 5.02, the Participant’s Account balance is $2,000 or less, such Participant’s Account shall be paid in a lump sum on such date and the Participant’s form of payment election shall be disregarded, null and void.

5.03	Withdrawals Following Termination

(a)

In the event of a Participant’s termination of employment prior to the Participant’s Retirement Age, such Participant’s Account shall be paid in a lump sum on the date that is the later of (i) the first day of the first quarter of a Plan Year that is six months and 10 days following such termination of employment or (ii) January 1 of the year following such termination of employment.

(b)

Notwithstanding any other provision of this Section 5.03, no amount shall be payable under this Section 5.03 earlier than (i) in the case of a Participant who is a Key Employee, the first day of the seventh month following the date of such Key Employee’s Separation from Service with the Corporation (as that term is defined in Section 409A of the Code), and (ii) in the case of a Participant who is a non-Key Employee, the date of such non-Key Employee’s Separation from Service with the Corporation. In the event the provisions of this Section 5.03 would otherwise require that a payment be made to a Participant prior to the date specified in clause (i) or (ii) above, as applicable, such payment shall be postponed and made on the date specified in clause (i) or (ii), as applicable.

(c)

Notwithstanding any other provision of the Plan, the portion of a Participant’s Account that is attributable to Defined Contribution Retirement Plan Restoration Contributions (including any earnings and losses thereon) shall be paid to a Participant pursuant to this Section 5.03 only if, at the time of such Participant’s termination of employment, such Participant is a Vested Participant as that term is defined under the PPG Industries, Inc. Defined Contribution Retirement Plan. The Account of a Participant who is not a Vested Participant shall be forfeited at the same time as such Participant’s account under the PPG Industries, Inc. Defined Contribution Retirement Plan is forfeited. If such Participant is later rehired, such Participant’s Account shall be restored to the same extent

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that such Participant’s account under the PPG Industries, Inc. Defined Contribution Retirement Plan is restored.

5.04	Withdrawals in the event of Disability

(a)

In the event a Participant’s Disability, such Participant’s Account shall be paid in a lump sum on the date that is the later of (i) the first day of the first quarter of a Plan Year that is six months and 10 days following the date on which such Participant is determined to be Disabled, or (ii) January 1 of the year following the year in which such Participant is determined to be Disabled.

5.05	Withdrawals Following a Participant’s Death

(a)

In the event of a Participant’s death, the Participant’s entire Account shall be paid to the Participant’s Beneficiary in a lump sum as soon as practicable following the Participant’s death.

5.06	Withdrawals upon finding of Unforeseeable Emergency

(a)

Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Administrator may, in his sole discretion, permit the acceleration of a withdrawal under the Plan in an amount reasonably necessary to alleviate the financial hardship giving rise to such Unforeseeable Emergency.

(b)

The amount paid to a participant pursuant to this Section 5.06 shall not exceed the amount necessary to satisfy such emergency plus amounts reasonably necessary to pay any federal, state, local or foreign taxes reasonably anticipated as a result of such payment.

(c)

Notwithstanding the foregoing, no amount attributable to a Participant’s Defined Contribution Retirement Plan Restoration Contributions (including investment credits pursuant to Section 4.02(b)) shall be available for withdrawal pursuant to this Section 5.06.

5.07	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, payments from the PPG Stock Account with respect to remaining fractional shares of PPG Stock shall be converted to and paid in cash.

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(b)

Investment Accounts

(c)

All payments to Participants, or their Beneficiaries, shall be made on the first business day of a calendar quarter or as soon as reasonably practicable thereafter.

5.09	Termination of Employment in 2005

Notwithstanding any other provision of this Plan, if a Participant terminates employment in 2005, all amounts credited to the Account of such Participant shall be paid in a single lump sum cash payment as soon as practicable on or after such termination of employment but no later than December 31, 2005, provided that a Participant who has filed an election under Section 5.02(c) may, in the event of such Participant’s termination of employment on or before December 31, 2005, and on or after such Participant’s Retirement Age, elect to receive payment in accordance with such election in lieu of the payment described in this Section 5.09.

5.10	Payment Delays

Notwithstanding any other provision of this Plan, any payment to a Participant hereunder may, in the discretion of the Administrator, be delayed where (i) the Company reasonably anticipates that the Company’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code, provided that the payment is made either during the Participant’s first taxable year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) of the Code or during the period beginning with the date of the Participant’s Separation from Service (within the meaning of Section 409A of the Code and the regulations thereunder) and ending on the later of the last day of the taxable year of the Company in which the Participant Separates from Service or the 15 ^th day of the third month following the Participant’s Separation from Service and provided, further, that all such payments that could be delayed in accordance with this clause (i) are also so delayed, or (ii) the Company reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law (in which case, such payment shall be made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause

- Page 21 -

such violation), or (iii) the making of the payment on the date otherwise provided would jeopardize the ability of the Company to continue as a going concern, provided that payment is made during the first taxable year of the Participant in which the making of the payment would not have such effect.

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SECTION VI—SPECIFIC PROVISIONS RELATED TO BENEFITS

6.01	Nonassignability

(a)

(b)

Section 6.01(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, received by the Administrator prior to January 1, 2011.

(1)

(2)

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

(3)

6.02	Beneficiary Designation

(a)

(b)

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

(c)

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the Participant’s Account shall be paid as soon as possible to the Participant’s estate.

(d)

Any Beneficiary designation with respect to a Participant in effect under the Prior Plan, shall remain in effect under this Plan, until a new Beneficiary designation form is filed in accordance with this Section 6.02.

6.03	Limited Right to Assets of the Company

6.04	Protective Provisions

6.05	Withholding

6.06	Forfeiture Provision

(a)

For purposes of this Section 6.06, the Administrative Subcommittee shall consist of the senior human resources officer of the Company, PPG’s Director of Payroll and Benefits, and a representative of the Law Department, as appointed by the PPG’s General Counsel, or, if not so

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appointed, PPG’s General Counsel. The Administrative Subcommittee shall report all of its activities to the Committee.

(b)

LTIP and Executive Officers’ LTIP

A Participant may forfeit any or all deferrals of Payments to which the Participant is entitled under the terms of the LTIP or Executive Officers’ LTIP held in his/her Account if the Committee determines that such forfeiture shall occur in accordance with Section 4.04 of the LTIP or Executive Officers’ LTIP, as applicable.

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SECTION VII—ADMINISTRATION AND 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)

(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 Company 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)

General

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 this Section 7.02(a) shall be a complete discharge of any

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liability therefore under the Plan. The Administrator shall not be required to see to the proper application of any such payment.

(b)

Non-Disability Claims

Except as provided in Section 7.02(c) below, all claims for benefits under the Plan shall be submitted to, and within 90 days thereafter decided by, in writing, the person designated by the Company (the “Claims Reviewer”) acting directly or through such employees of the Company as the Claims Reviewer shall designate. If the Claims Reviewer determines that an extension of time for processing the claim is required, the Claims Reviewer may extend the date by which a decision is required to 180 days after the claim is submitted provided that the Claims Reviewer provides written notice of the extension to the claimant prior to the termination of the initial 90-day period, including the special circumstances requiring an extension of time and the date by which the Claims Reviewer expects to render a decision.

(c)

Disability Claims

All claims for benefits under the Plan that are based upon the Participant’s Disability (each a “Disability Claim”) shall be submitted to, and within 45 days thereafter decided in writing by, the Claims Reviewer acting directly or through such employees of the Company as the Claims Reviewer shall designate. If the Claims Reviewer determines that an extension of time for processing the Disability Claim is required, the Claims Reviewer may extend the date by which a decision is required to 75 days after the Disability Claim is submitted, provided that the Claims Reviewer provides written notice of the extension to the claimant prior to the termination of the initial 45-day period, including the special circumstances requiring an extension of time and the date by which the Claims Reviewer expects to render a decision. If the Claims Reviewer determines that, due to matters beyond the control of the Plan, a decision on a Disability Claim cannot be rendered within 75 days after the Disability Claim is submitted, the Claims Reviewer may extend the date by which a decision is required to 105 days after the Disability Claim is filed, provided that the Claims Reviewer notifies the claimant, prior to expiration of the 75-day period, of the circumstances requiring the extension and the date as of which the Plan expects to render a decision. In the case of any extension of the 45-day or 75-day review period, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the Disability Claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least 45 days within which to provide the specified information.

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(d)

Information Provided Upon Denial of Claim (Including Disability Claims)

Written notice of the decision on each claim (including any Disability Claim) shall be furnished reasonably promptly to the claimant. If the claim is wholly or partially denied, such written notice shall set forth (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA, as amended, following the denial of a claim on review, (v) in the case of a denial of a Disability Claim, if an internal rule, guideline, protocol, or other criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in denying the claim and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request.

(e)

Review of Denial of Non-Disability Claim

Except as provided in Section 7.02(f) below, a claimant may request a review by the Claims Reviewer of a decision denying a claim in writing within 60 days following receipt of the denial. All such reviews shall be decided in writing by the Claims Reviewer within 60 days after receipt of the request for review. If the Claims Reviewer determines that an extension of time for processing the review is required, the Claims Reviewer may extend the date by which a decision is required to 120 days after the request for review is submitted provided that the Claims Reviewer provides written notice of the extension to the claimant prior to the termination of the initial 60-day period, including the special circumstances requiring an extension of time and the date by which the Claims Reviewer expects to render a decision.

(f)

Review of Denial of Disability Claim

A claimant may request a review by the person designated by the Company as responsible for reviews of denied Disability Claims, which such person shall be neither the Claims Reviewer nor a person subordinate to the Claims Reviewer (the “Disability Appeals Reviewer”) of a decision denying a Disability Claim in writing within 180 days following receipt of the denial. All such reviews shall be decided in writing by the Disability Appeals Reviewer within 45 days after receipt of the request for review. If the Disability Appeals Reviewer determines that an extension of time for processing the review is required, the Disability Appeals Reviewer

- Page 28 -

may extend the date by which a decision is required to 90 days after the request for review is submitted provided that the Disability Appeals Reviewer provides written notice of the extension to the claimant prior to the termination of the initial 45-day period, including the special circumstances requiring an extension of time and the date by which the Disability Appeals Reviewer expects to render a decision. If the Disability Appeals Reviewer cannot reach a decision about a claimant’s request for review because the claimant has not submitted information requested by the Disability Appeals Reviewer, the 45-day period (or 45-day extension if applicable) shall be tolled until the date on which the claimant responds to the request for additional information. The Disability Appeals Reviewer may delegate its duty to review denied Disability Claims hereunder provided that the person or entity to whom such duty is delegated shall not be the Claims Reviewer or a subordinate of the Claims Reviewer. Any review of a denied Disability Claim hereunder shall be without deference to the Claims Reviewer’s denial of the Disability Claim.

(g)

Review Procedures for All Claims

In connection with a review of a denied claim for benefits (including a Disability Claim), a claimant shall (i) have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits, and (ii) be provided, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant’s claim for benefits. The review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant related to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If a claim is denied upon review, the written notice of the denial shall specify (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions upon which the denial is based, and (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

(h)

Additional Review Procedures for Disability Claims

If the denial of a Disability Claim upon review is based in whole or in part on a medical judgment the Disability Appeals Reviewer or its delegate shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. Such professional shall be an individual who is neither an individual who was consulted in connection with the initial denial of the Disability Claim nor the subordinate of any such individual. The Disability Appeals Reviewer or its delegate shall provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in

- Page 29 -

connection with a denied Disability Claim without regard as to whether the advice was relied upon in making the benefit determination. If an internal rule, guideline or protocol, or other similar criterion was relied upon in denying a Disability Claim upon review, the notice denying such claim upon review shall set forth either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other criterion was relied upon in denying the claim and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request. Any notice denying a Disability Claim upon review shall contain the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

(i)

Authorized Representative

The claimant may have an authorized representative to act on the claimant’s behalf in pursuing a benefit claim or appeal of the denial of the benefit. In order for a representative to be recognized as acting on behalf of the claimant, the claimant must provide in writing to the Administrator the name, address and phone number of his authorized representative and a statement that the representative is authorized to act in his behalf concerning his claim for benefit, and if applicable, an appeal of the denial of the benefit.

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SECTION VIII—AMENDMENT AND TERMINATION

8.01	Amendment of the Plan

Except as provided in Section X, the Board or 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 increase or decrease the amount of benefit currently accrued in Participants’ Accounts.

8.02	Plan Freeze

The Committee may freeze the Plan at any time. Upon a Plan freeze pursuant to this Section 8.02, no further deferrals of Salary, Awards, Payments under the LTIP or the Executive Officers’ LTIP or Omnibus Plan Stock Awards under the Omnibus Plan shall be permitted.

8.03	Premature Income Inclusion

In the event the Administrator determines that amounts deferred under the Plan are includable in income pursuant to Section 409A of the Code, distributions shall be made to Participants, as determined by the Administrator up to an amount not to exceed the amount included the Participant’s income under Section 409A of the Code. The determination of the Administrator under this Section 8.03 shall be binding and conclusive.

8.04	Termination

Except as provided in Section X, the Committee may, in its discretion, terminate the Plan under any one of the following circumstances:

(a)

At any time, provided that all nonqualified deferred compensation arrangements sponsored by the Company and any company required to be aggregated with the Company under Section 414(b) and (c) of the Code that are treated, together with the Plan, as one arrangement under Section 409A of the Code, provided that (i) the termination does not occur proximate to a downturn in the financial health of the Company, (ii) no payments other than payments that would be payable under the terms of the Plan and such other arrangements if the termination had not occurred are made within 12 months of the termination of the Plan and such other arrangements, (ii) all such payments are made within 24 months of the

- Page 31 -

termination of the Plan and such other arrangements, (iii) neither the Company nor any company required to be aggregated with the Company under Section 414(b) or (c) of the Code adopts a new arrangement that would, with the Plan or any such other terminated arrangement, be treated as a single arrangement under Section 409A of the Code, at any time within three years following the date of termination of the Plan and such other arrangements.

(b)

At any time during the period beginning 30 days preceding and ending 12 months following a change in control event (as that term is defined in Treasury Regulation Section 1.409A-3(i)(5) (or any successor regulation)), provided that (i) all substantially similar arrangements sponsored by the Company and any company required to be aggregated with the Company under Sections 414(b) or (c) of the Code are terminated and (ii) all participants under the Plan and such other arrangements are required to receive all amounts of compensation deferred under the Plan and such other arrangements within 12 months of the date of termination of the Plan and such other arrangements.

(c)

At any time within 12 months of a dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in Participants’ gross incomes in the latest of (i) the calendar year in which the termination occurs, (ii) the first calendar year in which the payment is administratively practicable, or (iii) the first calendar year in which such amounts are vested, or, if earlier, the calendar year in which the amounts are constructively received.

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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

9.03

Trust

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

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.

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.

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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

Where applicable, 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

9.11	409A Compliance

The plan is intended to comply with the requirements applicable to nonqualified deferred compensation plans under Section 409A of the Code. Notwithstanding any other provision of this plan, the Plan shall be interpreted and administered in accordance with the requirements of Section 409A of the Code.

9.12	Adjustments Upon Changes in Capitalization

In the event of any change in the number of outstanding shares of the Company’s voting common stock by reason of any stock dividend, stock split or similar change, a corresponding change shall be made in the number Stock Account Shares held in each Participant’s Account. In the event of any change in the outstanding shares of the Company’s voting common stock, or in the number thereof, by reason of any merger, consolidation, combination, sale of assets, exchange of shares, recapitalization, reorganization, spin-off or similar change, the Board of Directors or the Committee may make such changes in the Stock Account Shares held in each Participant’s Account as the Board or the Committee may deem to be equitable. No such change, without the consent of a Participant, may adversely affect the rights of such Participant with respect to Stock Account Shares held immediately prior to any such change, and any such change shall be final, conclusive and binding on all persons, including the Company and the Participants.

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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 human resources officer and the senior finance officer, or either of them or their successor, shall cause an amount, as they deem appropriate, to be paid to a rabbi trust on such terms as they shall deem appropriate. 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, 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

For purposes of this Section X, “Change in Control” means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

(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 issued and outstanding shares of the Company’s voting common stock (“Outstanding Common Stock”) or (ii) the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board of Directors of the Company (“Outstanding Voting Securities”); provided that, for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (iv) 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 February 16, 2006 (the “Reference Date”), constitute the Board of Directors of the Company (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 the Reference Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of

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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 Incumbent Board; or

(c)

(i)

All or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Common Stock and Outstanding Voting Securities, as the case may be;

(ii)

(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 taken by the Incumbent Board approving such Business Combination; or

(d)

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

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(e)

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

10.03

Plan Provisions

SECTION XI – TREATMENT OF FORMER AUTOMOTIVE GLASS & SERVICES BUSINESS PARTICIPANTS

11.01

Sale of AG&S Business

Upon the closing date (the “Closing Date”) of the Company’s sale (the “Sale”) of its Automotive Glass & Services business (the “AG&S Business”), each Participant who is employed in the AG&S Business and who is hired by the purchaser (the “Purchaser”) of the AG&S Business (each, an “Affected AG&S Business Participant”) will terminate employment with the Company. The purpose of this Section XI is to set forth the impact of the Sale and such termination of employment upon such Affected AG&S Business Participants under the Plan.

11.02

Eligibility

On and after the Closing Date, each Affected AG&S Business Participant shall cease to be eligible to make deferrals under the Plan or to receive Savings Plan Restoration Contributions or Defined Contribution Retirement Plan Restoration Contributions (except to the extent of any Savings Plan Restoration Contributions or Defined Contribution Retirement Plan Restoration Contributions made after the Closing Date with respect to compensation earned prior to the Closing Date).

11.03

Pre-January 1, 2005 Deferrals and Restoration Contributions

Notwithstanding the provisions of the Preamble, this Plan shall apply to all deferrals by or for Affected AG&S Business Participants, including all deferrals by or for Affected AG&S Business Participants before January 1, 2005. Accordingly, this Plan shall apply to the entire Account of each Affected AG&S Business Participant.

11.04

Separation from Service

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Notwithstanding the termination of employment of each Affected AG&S Business Participant with the Company pursuant to the Sale, and pursuant to Treasury Regulation Section 1.409A-1(h)(4), an Affected AG&S Business Participant shall not be treated as having incurred a Separation from Service under the terms of this Plan until such Affected AG&S Business Participant shall terminate employment with the Purchaser and each entity that is required to be aggregated with the Purchaser under Sections 414(b), (c), (m) or (o) and 409A of the Code.

11.05

New Payment Elections

On or before such date as the Administrator may determine (which such date shall be no later than December 31, 2008), an Affected AG&S Business Participant may, in accordance with Section 3.01(B)(1)(.02) of Internal Revenue Service Notice 2007-86 and procedures established by the Administrator for such purpose:

(a)

make an election to receive payment of his or her entire Account on January 1, 2009; or

(b)

make new retirement payment elections with respect to such Affected AG&S Business Participant’s entire Account pursuant to Section 5.02.

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Exhibit 12

PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES

Computation of Ratio of Earnings to Fixed Charges

(Dollars in millions)


	Six Months Ended
	June 30		Year Ended December 31
	2012		2011		2010		2009		2008		2007
Earnings:
Earnings before income taxes and net earnings in equity affiliates	$	556	$	1,539	$	1,247	$	620	$	904	$	1,282
Plus:
Fixed charges exclusive of capitalized interest		142		292		266		273		343		156
Amortization of capitalized interest		4		7		7		7		7		7
Adjustments for equity affiliates		—		19		6		11		18		21

Total	$	702	$	1,857	$	1,526	$	911	$	1,272	$	1,466

Fixed Charges:
Interest expense incl amortization of debt discount/premium and debt expense	$	101	$	210	$	189	$	193	$	254	$	93
Rentals - portion representative of interest		41		82		77		80		89		63

Fixed charges exclusive of capitalized interest		142		292		266		273		343		156
Capitalized interest		4		9		7		8		8		11

Total	$	146	$	301	$	273	$	281	$	351	$	167

Ratio of earnings to fixed charges		4.8		6.2		5.6		3.2		3.6		8.8

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

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Charles E. Bunch, certify that:

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

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 30, 2012				/s/ Charles E. Bunch
				Charles E. Bunch
				Chairman and Chief Executive Officer

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, David B. Navikas, certify that:

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

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 30, 2012				/s/ David B. Navikas
				David B. Navikas
				Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

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 on Form 10-Q of PPG Industries, Inc. for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles E. Bunch, Chairman and Chief Executive Officer of PPG Industries, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.

/s/ Charles E. Bunch

Charles E. Bunch

Chairman and Chief Executive Officer

July 30, 2012

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 on Form 10-Q of PPG Industries, Inc. for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David B. Navikas, Senior Vice President, Finance and Chief Financial Officer of PPG Industries, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PPG Industries, Inc.

/s/ David B. Navikas

David B. Navikas

Senior Vice President, Finance and Chief Financial Officer

(Principal Financial and Accounting Officer)

July 30, 2012