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For the fiscal year ended December 31, 2013
|
|
Commission File Number 1-1687
|
Pennsylvania
|
|
25-0730780
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
One PPG Place, Pittsburgh, Pennsylvania
|
|
15272
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
|
|
Registrant’s telephone number, including area code:
|
|
412-434-3131
|
|
|
Name of each exchange on
|
Title of each class
|
|
which registered
|
Common Stock – Par Value $1.66
2
/
3
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller
reporting company)
|
|
|
|
|
Incorporated By
|
Document
|
|
Reference In Part No.
|
Portions of PPG Industries, Inc. Proxy Statement for its 2014 Annual Meeting of Shareholders
|
|
III
|
|
|
Page
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Part IV
|
|
|
Item 15.
|
||
|
|
|
(millions)
|
|
Net Sales
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States, Canada, Western Europe
|
|
$
|
10,977
|
|
|
$
|
9,437
|
|
|
$
|
9,213
|
|
Latin America, Eastern Europe, Middle East, Africa, Asia Pacific
|
|
4,131
|
|
|
4,075
|
|
|
3,940
|
|
|||
Total
|
|
$
|
15,108
|
|
|
$
|
13,512
|
|
|
$
|
13,153
|
|
•
|
difficulties in assimilating acquired companies and products into our existing business;
|
•
|
delays in realizing the benefits from the acquired companies or products;
|
•
|
diversion of our management’s time and attention from other business concerns;
|
•
|
difficulties due to lack of or limited prior experience in any new markets we may enter;
|
•
|
unforeseen claims and liabilities, including unexpected environmental exposures or product liability;
|
•
|
unexpected losses of customers or suppliers of the acquired or existing business;
|
•
|
difficulty in conforming the acquired business’ standards, processes, procedures and controls to those of our operations; and
|
•
|
difficulties in retaining key employees of the acquired businesses.
|
Performance Coatings:
|
|
Carrollton, Texas; Clayton, Australia; Delaware, Ohio; Dover, Del.; Huntsville, Ala.; Huron, Ohio; Irvine, Calif.; Kunshan, China; Little Rock, Ark.; Milan, Italy; Mojave, Calif.; Oakwood, Georgia; Stowmarket, United Kingdom; Sylmar, Calif.; about 870 company-owned stores in North America and about 40 company-owned stores in Australia
|
Industrial Coatings:
|
|
Cieszyn, Poland; Cleveland, Ohio; Oak Creek, Wis.; Sumaré, Brazil; Tianjin, China; Zhangjiagang, China; Quattordio, Italy; San Juan del Rio, Mexico; and Busan, South Korea
|
Architectural Coatings—EMEA:
|
|
Soborg, Denmark; Moreuil, France; Budapest, Hungary; Amsterdam, Netherlands; Wroclaw, Poland; Birstall, United Kingdom and nearly 660 company-owned stores, including 211 stores in France and 188 stores in the United Kingdom
|
Optical and Specialty Materials:
|
|
Barberton, Ohio; Bangkok, Thailand; Lake Charles, La. and Manila, Philippines
|
Glass:
|
|
Carlisle, Pa.; Hoogezand, Netherlands; Lexington, N.C.; Shelby, N.C. and Wichita Falls, Texas
|
United States:
|
|
38 manufacturing facilities in 20 states.
|
Other Americas:
|
|
14 manufacturing facilities in 5 countries.
|
EMEA:
|
|
58 manufacturing facilities in 29 countries.
|
Asia:
|
|
29 manufacturing facilities in 12 countries.
|
Name
|
Age
|
Title
|
|
Charles E. Bunch
|
64
|
|
Chairman and Chief Executive Officer since July 2005
|
Michael H. McGarry
(a)
|
55
|
|
Executive Vice President since September 2012
|
Viktoras R. Sekmakas
(b)
|
53
|
|
Executive Vice President since September 2012
|
Frank S. Sklarsky
(c)
|
57
|
|
Executive Vice President and Chief Financial Officer since August 2013
|
Glenn E. Bost II
(d)
|
62
|
|
Senior Vice President and General Counsel since July 2010
|
David B. Navikas
(e)
|
63
|
|
Senior Vice President, Strategic Planning and Corporate Development since August 2013
|
Richard C. Elias
(f)
|
60
|
|
Senior Vice President, Optical and Specialty Materials since July 2008
|
Cynthia A. Niekamp
(g)
|
54
|
|
Senior Vice President, Automotive Coatings since August 2010
|
(a)
|
Mr. McGarry is responsible for leading the Architectural Coatings EMEA (Europe, Middle East and Africa) segment, the architectural coatings Americas and Asia Pacific businesses, the flat glass business and the Europe, Middle East and Africa (EMEA) region. His responsibilities continue to include the global Information Technology, Environmental Health and Safety and Corporate Quality functions. From September 2012 until February 2013, he was responsible for the global aerospace and automotive refinish businesses. Mr. McGarry led the Commodity Chemicals segment from July 2008 until the separation of that business on January 28, 2013. He was appointed Executive Vice President in September 2012 and held the position of Senior Vice President, Commodity Chemicals from July 2008 until August 2012. Mr. McGarry previously served as Vice President, coatings, Europe and Managing Director, PPG Europe from July 2006 through June 2008.
|
(b)
|
Mr. Sekmakas is responsible for leading the industrial coatings, packaging coatings and protective and marine coatings businesses. In February 2013, he became responsible for the fiber glass business, the Asia Pacific region and the Purchasing and Logistics function. From September 2012 until February 2013, he was responsible for the EMEA region. He was appointed Executive Vice President in September 2012. Previously, he held the following leadership positions: Senior Vice President, industrial coatings and President, Europe from September 2011 until August 2012; Senior Vice President, industrial coatings and President, Asia Pacific coatings from August 2010 until September 2011; Vice President industrial coatings and President, Asia Pacific coatings from March 2010 until August 2010; President PPG Asia Pacific from July 2008 until March 2010; and Vice President and Managing Director Asia Pacific from July 2006 until July 2008.
|
(c)
|
Mr. Sklarsky was appointed Executive Vice President, Finance, in April 2013 when he joined PPG. Prior to joining PPG, Mr. Sklarsky was Executive Vice President and Chief Financial Officer of Tyco International, Ltd. from December 2010 until September 2012 and was Executive Vice President and Chief Financial Officer of Eastman Kodak Company from November 2006 until December 2010.
|
(d)
|
Mr. Bost held the position of Vice President and Associate General Counsel from July 2006 through June 2010.
|
(e)
|
Mr. Navikas held the position of Senior Vice President, Finance and Chief Financial Officer from June 2011 until August 2013. From March 2000 until June 2011, he held the position of Vice President and Controller.
|
(f)
|
Mr. Elias held the position of Vice President, Optical Products from April 2000 until June 2008.
|
(g)
|
Ms. Niekamp is responsible for the automotive OEM coatings business and the Latin America regions. Ms. Niekamp was appointed Vice President, Automotive Coatings in January 2009 when she joined PPG from BorgWarner, Inc. She previously served as President of BorgWarner's TorqTransfer Systems business from 2004 until 2008.
|
Issuer Purchases of Equity Securities
|
||||||||
Month
|
Total Number of Shares Purchased
|
Avg. Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(1)
|
Max. Number of Shares That May Yet Be Purchased Under the Programs
|
||||
October 2013
|
|
|
|
|
||||
Repurchase program
|
626,438
|
|
$
|
176.18
|
|
626,438
|
|
5,229,404
|
November 2013
|
|
|
|
|
|
|||
Repurchase program
|
2,986,238
|
|
$
|
190.55
|
|
2,986,238
|
|
2,243,166
|
December 2013
|
|
|
|
|
|
|||
Repurchase program
|
—
|
|
$
|
—
|
|
—
|
|
2,243,166
|
Total quarter ended December 31, 2013
|
|
|
|
|
|
|||
Repurchase program
|
3,612,676
|
|
$
|
188.06
|
|
3,612,676
|
|
2,243,166
|
Years-ended December 31
|
2013
|
2012
|
||||
(Millions, except per share amounts)
|
||||||
Income before income taxes
|
$
|
1,489
|
|
$
|
1,057
|
|
Income before income taxes includes:
|
|
|
||||
Charges related to business restructuring
|
98
|
|
208
|
|
||
Charges related to environmental remediation
|
101
|
|
159
|
|
||
Charges related to business acquisitions
|
42
|
|
11
|
|
||
Legacy pension settlement costs
|
18
|
|
|
|||
Adjusted income before income taxes
|
$
|
1,748
|
|
$
|
1,435
|
|
Year-ended December 31, 2013
|
|
|||||||||
(Millions, except per share amounts)
|
Income Before Income Taxes
|
|
Tax Expense
|
|
Effective Tax Rate
|
|||||
Effective tax rate, continuing operations
|
$
|
1,489
|
|
|
$
|
333
|
|
|
22.4
|
%
|
Includes:
|
|
|
|
|
|
|||||
Charges related to environmental remediation
|
101
|
|
|
37
|
|
|
36.6
|
%
|
||
Charges related to business restructuring
|
98
|
|
|
25
|
|
|
25.5
|
%
|
||
Charges related to business acquisitions
|
42
|
|
|
14
|
|
|
33.3
|
%
|
||
Legacy pension settlement costs
|
18
|
|
|
5
|
|
|
27.8
|
%
|
||
U.S. tax law changed enacted in 2013
|
|
|
10
|
|
|
|
||||
Adjusted effective tax rate, continuing operations, excluding certain charges
|
$
|
1,748
|
|
|
$
|
424
|
|
|
24.3
|
%
|
Year-ended December 31, 2012
|
|
|||||||||
(Millions, except per share amounts)
|
Income Before Income Taxes
|
|
Tax Expense
|
|
Effective Tax Rate
|
|||||
Effective tax rate, continuing operations
|
$
|
1,057
|
|
|
$
|
221
|
|
|
20.9
|
%
|
Includes:
|
|
|
|
|
|
|||||
Charges related to business restructuring
|
208
|
|
|
45
|
|
|
21.6
|
%
|
||
Charges related to environmental remediation
|
159
|
|
|
60
|
|
|
37.7
|
%
|
||
Charges related to business acquisitions
|
11
|
|
|
4
|
|
|
36.4
|
%
|
||
Adjusted effective tax rate, continuing operations, excluding certain charges
|
$
|
1,435
|
|
|
$
|
330
|
|
|
23.0
|
%
|
Year-ended December 31, 2013
|
|
||||||
(Millions, except per share amounts)
|
$
|
|
EPS
|
||||
Net income from continuing operations (attributable to PPG)
|
$
|
1,034
|
|
|
$
|
7.13
|
|
Net income from continuing operations (attributable to PPG) includes:
|
|
|
|
||||
Charges related to business restructuring
|
73
|
|
|
0.50
|
|
||
Charges related to environmental remediation
|
64
|
|
|
0.44
|
|
||
Charges related to business acquisitions
|
28
|
|
|
0.19
|
|
||
Legacy pension settlement costs
|
13
|
|
|
0.09
|
|
||
U.S. tax law change enacted in 2013
|
(10
|
)
|
|
(0.07
|
)
|
||
Adjusted net income from continuing operations (attributable to PPG)
|
$
|
1,202
|
|
|
$
|
8.28
|
|
Year-ended December 31, 2012
|
|
||||||
(Millions, except per share amounts)
|
$
|
|
EPS
|
||||
Net income from continuing operations (attributable to PPG)
|
$
|
726
|
|
|
$
|
4.69
|
|
Net income from continuing operations (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
|
7
|
|
|
0.05
|
|
||
Adjusted net income from continuing operations (attributable to PPG)
|
$
|
995
|
|
|
$
|
6.44
|
|
|
Net sales
|
|
Segment income
|
||||||||||||
(Millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Performance Coatings
|
$
|
5,872
|
|
|
$
|
4,752
|
|
|
$
|
858
|
|
|
$
|
744
|
|
Industrial Coatings
|
4,845
|
|
|
4,379
|
|
|
724
|
|
|
590
|
|
||||
Architectural Coatings –EMEA
|
2,062
|
|
|
2,147
|
|
|
184
|
|
|
145
|
|
||||
Optical and Specialty Materials
|
1,262
|
|
|
1,202
|
|
|
368
|
|
|
348
|
|
||||
Glass
|
1,067
|
|
|
1,032
|
|
|
56
|
|
|
63
|
|
Year-ended December 31, 2012
|
Income Before Income Taxes
|
||
(Millions, except per share amounts)
|
|||
Income before income taxes
|
$
|
1,057
|
|
Income before income taxes includes:
|
|
||
Charges related to business restructuring
|
208
|
|
|
Charges related to environmental remediation
|
159
|
|
|
Charges related to business acquisitions
|
11
|
|
|
Adjusted income before income taxes
|
$
|
1,435
|
|
Year-ended December 31, 2012
|
|
|||||||||
(Millions, except per share amounts)
|
Income Before Income Taxes
|
|
Tax Expense
|
|
Effective Tax Rate
|
|||||
Effective tax rate, continuing operations
|
$
|
1,057
|
|
|
$
|
221
|
|
|
20.9
|
%
|
Includes:
|
|
|
|
|
|
|||||
Charges related to business restructuring
|
208
|
|
|
45
|
|
|
21.6
|
%
|
||
Charges related to environmental remediation
|
159
|
|
|
60
|
|
|
37.7
|
%
|
||
Charges related to business acquisition costs
|
11
|
|
|
4
|
|
|
36.4
|
%
|
||
Adjusted effective tax rate, continuing operations, excluding certain charges
|
$
|
1,435
|
|
|
$
|
330
|
|
|
23.0
|
%
|
Year-ended December 31, 2011
|
|
|||||||||
(Millions, except per share amounts)
|
Income Before Income Taxes
|
|
Tax Expense
|
|
Effective Tax Rate
|
|||||
Effective tax rate, continuing operations
|
$
|
1,222
|
|
|
$
|
260
|
|
|
21.3
|
%
|
Includes:
|
|
|
|
|
|
|||||
Benefit from favorable tax audit settlement
|
|
|
12
|
|
|
|
||||
Adjusted effective tax rate, continuing operations, excluding certain charges
|
$
|
1,222
|
|
|
$
|
272
|
|
|
22.3
|
%
|
Year-ended December 31, 2012
|
Net Income
|
||||||
(Millions, except per share amounts)
|
$
|
|
EPS
|
||||
Net income from continuing operations (attributable to PPG)
|
$
|
726
|
|
|
$
|
4.69
|
|
Net income from continuing operations (attributable to PPG) includes:
|
|
|
|
||||
Charges related to business restructuring
|
163
|
|
|
1.06
|
|
||
Charges related to environmental remediation
|
99
|
|
|
0.64
|
|
||
Charges related to acquisition-related costs
|
7
|
|
|
0.05
|
|
||
Adjusted net income from continuing operations (attributable to PPG)
|
$
|
995
|
|
|
$
|
6.44
|
|
|
Net sales
|
|
Segment income
|
||||||||||||
(Millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Performance Coatings
|
$
|
4,752
|
|
|
$
|
4,626
|
|
|
$
|
744
|
|
|
$
|
673
|
|
Industrial Coatings
|
4,379
|
|
|
4,158
|
|
|
590
|
|
|
438
|
|
||||
Architectural Coatings –EMEA
|
2,147
|
|
|
2,104
|
|
|
145
|
|
|
123
|
|
||||
Optical and Specialty Materials
|
1,202
|
|
|
1,204
|
|
|
348
|
|
|
326
|
|
||||
Glass
|
1,032
|
|
|
1,061
|
|
|
63
|
|
|
97
|
|
(Millions, except percentages)
|
2013
|
|
2012
|
|
||||
Trade Receivables, net
|
$
|
2,449
|
|
|
$
|
2,568
|
|
|
Inventories, FIFO
|
2,019
|
|
|
1,930
|
|
|
||
Trade Creditor's Liabilities
|
1,790
|
|
|
1,620
|
|
|
||
Operating Working Capital
|
$
|
2,678
|
|
|
$
|
2,878
|
|
(a)
|
Operating Working Capital as % of Sales
|
18.1
|
%
|
|
19.7
|
%
|
|
|
|
|
|
Obligations Due In:
|
||||||||||||||||
(Millions)
|
Total
|
|
2014
|
|
2015-
2016
|
|
2017-
2018
|
|
Thereafter
|
|||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
$
|
3,346
|
|
|
$
|
1
|
|
|
$
|
816
|
|
|
$
|
774
|
|
|
$
|
1,755
|
|
|
Short-term debt
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Capital lease obligations
|
30
|
|
|
2
|
|
|
5
|
|
|
5
|
|
|
18
|
|
|||||
|
Operating leases
|
910
|
|
|
216
|
|
|
314
|
|
|
203
|
|
|
177
|
|
|||||
|
Interest payments
(1)
|
1,432
|
|
|
166
|
|
|
294
|
|
|
222
|
|
|
750
|
|
|||||
|
Pension contributions
(2)
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Unconditional purchase commitments
|
325
|
|
|
163
|
|
|
93
|
|
|
26
|
|
|
43
|
|
|||||
|
Total
|
$
|
6,098
|
|
|
$
|
603
|
|
|
$
|
1,522
|
|
|
$
|
1,230
|
|
|
$
|
2,743
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Asbestos Settlement
(3)
|
|
|
|
|
|
|
|
|
||||||||||||
|
Aggregate cash payments
|
$
|
825
|
|
|
$
|
485
|
|
|
$
|
21
|
|
|
$
|
91
|
|
|
$
|
228
|
|
|
PPG stock and other
|
278
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
$
|
1,103
|
|
|
$
|
763
|
|
|
$
|
21
|
|
|
$
|
91
|
|
|
$
|
228
|
|
(1)
|
Includes interest on all outstanding debt.
|
(2)
|
Includes the high end of the range of the expected pension contributions for 2014 only, as PPG is unable to estimate the pension contributions beyond 2014.
|
(3)
|
We have recorded an obligation equal to the net present value of the aggregate cash payments, along with the PPG stock and other assets to be contributed to a trust under the proposed asbestos settlement. However, PPG has no obligation to pay any amounts under this settlement until the Funding Effective Date, as more fully discussed in Note 14, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K.
|
/s/ Charles E. Bunch
|
|
/s/ Frank S. Sklarsky
|
Charles E. Bunch
Chairman
and Chief Executive Officer
February 20, 2014
|
|
Frank S. Sklarsky
Executive Vice President and
Chief Financial Officer
February 20, 2014
|
|
For the Year
|
||||||||||
(Millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
15,108
|
|
|
$
|
13,512
|
|
|
$
|
13,153
|
|
Cost of sales, exclusive of depreciation and amortization
|
8,636
|
|
|
7,905
|
|
|
7,865
|
|
|||
Selling, general and administrative
|
3,699
|
|
|
3,200
|
|
|
3,122
|
|
|||
Depreciation
|
356
|
|
|
312
|
|
|
305
|
|
|||
Amortization
|
119
|
|
|
109
|
|
|
120
|
|
|||
Research and development, net
|
488
|
|
|
453
|
|
|
428
|
|
|||
Interest expense
|
196
|
|
|
210
|
|
|
210
|
|
|||
Interest income
|
(43
|
)
|
|
(39
|
)
|
|
(42
|
)
|
|||
Asbestos settlement, net
|
11
|
|
|
12
|
|
|
12
|
|
|||
Business restructuring
|
98
|
|
|
208
|
|
|
—
|
|
|||
Other charges
|
190
|
|
|
224
|
|
|
63
|
|
|||
Other income
|
(131
|
)
|
|
(139
|
)
|
|
(152
|
)
|
|||
Income before income taxes
|
1,489
|
|
|
1,057
|
|
|
1,222
|
|
|||
Income tax expense
|
333
|
|
|
221
|
|
|
260
|
|
|||
Income from continuing operations
|
1,156
|
|
|
836
|
|
|
962
|
|
|||
Income from discontinued operations, net of tax
|
2,197
|
|
|
228
|
|
|
250
|
|
|||
Net income attributable to the controlling and noncontrolling interests
|
3,353
|
|
|
1,064
|
|
|
1,212
|
|
|||
Less: net income attributable to noncontrolling interests
|
122
|
|
|
123
|
|
|
117
|
|
|||
Net income (attributable to PPG)
|
$
|
3,231
|
|
|
$
|
941
|
|
|
$
|
1,095
|
|
Amounts Attributable to PPG
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1,034
|
|
|
$
|
726
|
|
|
$
|
858
|
|
Discontinued operations
|
2,197
|
|
|
215
|
|
|
237
|
|
|||
Net income
|
$
|
3,231
|
|
|
$
|
941
|
|
|
$
|
1,095
|
|
Earnings per common share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
7.21
|
|
|
$
|
4.73
|
|
|
$
|
5.45
|
|
Discontinued operations
|
15.32
|
|
|
1.40
|
|
|
1.51
|
|
|||
Net income (attributable to PPG)
|
$
|
22.53
|
|
|
$
|
6.13
|
|
|
$
|
6.96
|
|
Earnings per common share - assuming dilution
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
7.13
|
|
|
$
|
4.69
|
|
|
$
|
5.40
|
|
Discontinued operations
|
15.14
|
|
|
1.37
|
|
|
1.47
|
|
|||
Net income (attributable to PPG)
|
$
|
22.27
|
|
|
$
|
6.06
|
|
|
$
|
6.87
|
|
|
|
For the Year
|
||||||||||
(Millions)
|
2013
|
|
2012
|
|
2011
|
|||||||
Net income attributable to the controlling and noncontrolling interests
|
$
|
3,353
|
|
|
$
|
1,064
|
|
|
$
|
1,212
|
|
|
|
Unrealized foreign currency translation adjustment
|
(51
|
)
|
|
146
|
|
|
(197
|
)
|
|||
|
Defined benefit pension and other postretirement benefit adjustments
|
440
|
|
|
—
|
|
|
(169
|
)
|
|||
|
Net change – derivative financial instruments
|
10
|
|
|
(7
|
)
|
|
(32
|
)
|
|||
Other comprehensive income / (loss), net of tax
|
399
|
|
|
139
|
|
|
(398
|
)
|
||||
Total comprehensive income
|
$
|
3,752
|
|
|
$
|
1,203
|
|
|
$
|
814
|
|
|
Less: amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|||||||
|
Net income
|
(122
|
)
|
|
(123
|
)
|
|
(117
|
)
|
|||
|
Unrealized foreign currency translation adjustment
|
7
|
|
|
(5
|
)
|
|
9
|
|
|||
Comprehensive income attributable to PPG
|
$
|
3,637
|
|
|
$
|
1,075
|
|
|
$
|
706
|
|
|
|
|
December 31
|
||||||
(Millions)
|
2013
|
|
2012
|
||||||
Assets
|
|
|
|
||||||
Current assets
|
|
|
|
||||||
|
|
Cash and cash equivalents
|
$
|
1,116
|
|
|
$
|
1,306
|
|
|
|
Short-term investments
|
629
|
|
|
1,087
|
|
||
|
|
Receivables
|
2,736
|
|
|
2,813
|
|
||
|
|
Inventories
|
1,824
|
|
|
1,687
|
|
||
|
|
Deferred income taxes
|
425
|
|
|
430
|
|
||
|
|
Other
|
484
|
|
|
392
|
|
||
|
Total current assets
|
7,214
|
|
|
7,715
|
|
|||
Property, plant and equipment, net
|
2,876
|
|
|
2,888
|
|
||||
Goodwill
|
3,008
|
|
|
2,761
|
|
||||
Identifiable intangible assets, net
|
1,339
|
|
|
1,085
|
|
||||
Deferred income taxes
|
491
|
|
|
669
|
|
||||
Investments
|
393
|
|
|
422
|
|
||||
Other assets
|
542
|
|
|
338
|
|
||||
|
Total
|
$
|
15,863
|
|
|
$
|
15,878
|
|
|
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||||
Current liabilities
|
|
|
|
||||||
|
|
Accounts payable and accrued liabilities
|
$
|
3,265
|
|
|
$
|
3,061
|
|
|
|
Asbestos settlement
|
763
|
|
|
683
|
|
||
|
|
Restructuring reserves
|
73
|
|
|
75
|
|
||
|
|
Short-term debt and current portion of long-term debt
|
34
|
|
|
642
|
|
||
|
Total current liabilities
|
4,135
|
|
|
4,461
|
|
|||
Long-term debt
|
3,372
|
|
|
3,368
|
|
||||
Accrued pensions
|
728
|
|
|
1,057
|
|
||||
Other postretirement benefits
|
1,007
|
|
|
1,287
|
|
||||
Asbestos settlement
|
245
|
|
|
237
|
|
||||
Deferred income taxes
|
249
|
|
|
231
|
|
||||
Other liabilities
|
929
|
|
|
915
|
|
||||
|
Total liabilities
|
10,665
|
|
|
11,556
|
|
|||
Commitments and contingent liabilities (See Note 14)
|
|
|
|
||||||
Shareholders’ equity
|
|
|
|
||||||
|
|
Common stock
|
484
|
|
|
484
|
|
||
|
|
Additional paid-in capital
|
953
|
|
|
870
|
|
||
|
|
Retained earnings
|
12,757
|
|
|
9,871
|
|
||
|
|
Treasury stock, at cost
|
(8,002
|
)
|
|
(5,496
|
)
|
||
|
|
Accumulated other comprehensive loss
|
(1,260
|
)
|
|
(1,666
|
)
|
||
|
Total PPG shareholders’ equity
|
4,932
|
|
|
4,063
|
|
|||
|
|
Noncontrolling interests
|
266
|
|
|
259
|
|
||
|
Total shareholders’ equity
|
5,198
|
|
|
4,322
|
|
|||
|
Total
|
$
|
15,863
|
|
|
$
|
15,878
|
|
(Millions)
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Total
PPG
|
|
Non-
controlling
Interests
|
|
Total
|
||||||||||||||||
Balance, January 1, 2011
|
$
|
484
|
|
|
$
|
725
|
|
|
$
|
8,548
|
|
|
$
|
(4,708
|
)
|
|
$
|
(1,411
|
)
|
|
$
|
3,638
|
|
|
$
|
195
|
|
|
$
|
3,833
|
|
Net income attributable to the controlling and noncontrolling interests
|
—
|
|
|
—
|
|
|
1,095
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
|
117
|
|
|
1,212
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
(389
|
)
|
|
(9
|
)
|
|
(398
|
)
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(355
|
)
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
|
—
|
|
|
(355
|
)
|
||||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(858
|
)
|
|
—
|
|
|
(858
|
)
|
|
—
|
|
|
(858
|
)
|
||||||||
Issuance of treasury stock
|
—
|
|
|
47
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||||||
Stock-based compensation activity
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
||||||||
Balance, December 31, 2011
|
$
|
484
|
|
|
$
|
783
|
|
|
$
|
9,288
|
|
|
$
|
(5,506
|
)
|
|
$
|
(1,800
|
)
|
|
$
|
3,249
|
|
|
$
|
197
|
|
|
$
|
3,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to the controlling and noncontrolling interests
|
—
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
—
|
|
|
941
|
|
|
123
|
|
|
1,064
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
134
|
|
|
5
|
|
|
139
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
—
|
|
|
(358
|
)
|
||||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
||||||||
Issuance of treasury stock
|
—
|
|
|
35
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||||||
Stock-based compensation activity
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||||||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
(111
|
)
|
||||||||
Joint venture formation and consolidation
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
45
|
|
|
42
|
|
||||||||
Balance, December 31, 2012
|
$
|
484
|
|
|
$
|
870
|
|
|
$
|
9,871
|
|
|
$
|
(5,496
|
)
|
|
$
|
(1,666
|
)
|
|
$
|
4,063
|
|
|
$
|
259
|
|
|
$
|
4,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to the controlling and noncontrolling interests
|
—
|
|
|
—
|
|
|
3,231
|
|
|
—
|
|
|
—
|
|
|
3,231
|
|
|
122
|
|
|
3,353
|
|
||||||||
Other comprehensive income/(loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|
406
|
|
|
(7
|
)
|
|
399
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
(345
|
)
|
||||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
(1,000
|
)
|
||||||||
Issuance of treasury stock
|
—
|
|
|
25
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
||||||||
Stock-based compensation activity
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||||||
Separation and merger tender offer
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,561
|
)
|
|
—
|
|
|
(1,561
|
)
|
|
—
|
|
|
(1,561
|
)
|
||||||||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
||||||||
Reductions in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||||
Balance, December 31, 2013
|
$
|
484
|
|
|
$
|
953
|
|
|
$
|
12,757
|
|
|
$
|
(8,002
|
)
|
|
$
|
(1,260
|
)
|
|
$
|
4,932
|
|
|
$
|
266
|
|
|
$
|
5,198
|
|
|
|
For the Year
|
||||||||||
(Millions)
|
2013
|
|
2012
|
|
2011
|
|||||||
Operating activities
|
|
|
|
|
|
|||||||
Net income attributable to the controlling and noncontrolling interests
|
$
|
3,353
|
|
|
$
|
1,064
|
|
|
$
|
1,212
|
|
|
|
Less: Income from discontinued operations
|
2,197
|
|
|
228
|
|
|
250
|
|
|||
Income from continuing operations
|
1,156
|
|
|
836
|
|
|
962
|
|
||||
Adjustments to reconcile to cash from operations:
|
|
|
|
|
|
|||||||
|
Depreciation and amortization
|
475
|
|
|
421
|
|
|
425
|
|
|||
|
Pension expense
|
107
|
|
|
143
|
|
|
120
|
|
|||
|
Business restructuring
|
98
|
|
|
208
|
|
|
—
|
|
|||
|
Environmental remediation charge
|
101
|
|
|
159
|
|
|
—
|
|
|||
|
Stock-based compensation expense
|
81
|
|
|
71
|
|
|
34
|
|
|||
|
Equity affiliate losses (earnings), net of dividends
|
17
|
|
|
3
|
|
|
(17
|
)
|
|||
|
Deferred income taxes
|
(36
|
)
|
|
(212
|
)
|
|
(19
|
)
|
|||
|
Cash contributions to pension plans
|
(174
|
)
|
|
(80
|
)
|
|
(113
|
)
|
|||
|
Restructuring cash spending
|
(87
|
)
|
|
(88
|
)
|
|
(18
|
)
|
|||
Change in certain asset and liability accounts (net of acquisitions):
|
|
|
|
|
|
|||||||
|
Receivables
|
44
|
|
|
148
|
|
|
(107
|
)
|
|||
|
Inventories
|
43
|
|
|
48
|
|
|
(74
|
)
|
|||
|
Other current assets
|
(29
|
)
|
|
1
|
|
|
(25
|
)
|
|||
|
Accounts payable and accrued liabilities
|
(21
|
)
|
|
(58
|
)
|
|
5
|
|
|||
|
Noncurrent assets
|
(9
|
)
|
|
(24
|
)
|
|
2
|
|
|||
|
Noncurrent liabilities
|
(92
|
)
|
|
(27
|
)
|
|
(16
|
)
|
|||
|
Taxes and interest payable
|
78
|
|
|
55
|
|
|
62
|
|
|||
Other
|
57
|
|
|
(28
|
)
|
|
(45
|
)
|
||||
|
Cash from operating activities - continuing operations
|
1,809
|
|
|
1,576
|
|
|
1,176
|
|
|||
|
Cash (used for)/from operating activities - discontinued operations
|
(18
|
)
|
|
211
|
|
|
260
|
|
|||
|
Cash from operating activities
|
1,791
|
|
|
1,787
|
|
|
1,436
|
|
|||
Investing activities
|
|
|
|
|
|
|||||||
Capital Expenditures
|
(515
|
)
|
|
(363
|
)
|
|
(326
|
)
|
||||
Business acquisitions, net of cash balances acquired
|
(983
|
)
|
|
(122
|
)
|
|
(31
|
)
|
||||
Proceeds from separation and merger of commodity chemicals business, net
|
940
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from maturity of short-term investments
|
1,796
|
|
|
250
|
|
|
749
|
|
||||
Purchase of short-term investments
|
(1,227
|
)
|
|
(1,332
|
)
|
|
(125
|
)
|
||||
Payments on cross currency swap contracts
|
(42
|
)
|
|
(23
|
)
|
|
(10
|
)
|
||||
Proceeds from termination of cross currency swap contracts
|
37
|
|
|
1
|
|
|
—
|
|
||||
Collection of notes receivable, equity affiliate
|
—
|
|
|
—
|
|
|
90
|
|
||||
Return of capital, equity affiliate
|
—
|
|
|
—
|
|
|
78
|
|
||||
Proceeds from the sale of property, plant and equipment and other assets
|
—
|
|
|
40
|
|
|
27
|
|
||||
Other
|
(2
|
)
|
|
(16
|
)
|
|
(13
|
)
|
||||
|
Cash from/(used for) investing activities - continuing operations
|
4
|
|
|
(1,565
|
)
|
|
439
|
|
|||
|
Cash (used for) investing activities - discontinued operations
|
(1
|
)
|
|
(46
|
)
|
|
(86
|
)
|
|||
|
Cash from/(used for) investing activities
|
3
|
|
|
(1,611
|
)
|
|
353
|
|
|||
Financing activities
|
|
|
|
|
|
|||||||
Net change in borrowings with maturities of three months or less
|
(7
|
)
|
|
(1
|
)
|
|
9
|
|
||||
Proceeds from the issuance of long-term debt (net of discount and issuance costs)
|
—
|
|
|
397
|
|
|
—
|
|
||||
Repayment of long-term debt
|
(605
|
)
|
|
(71
|
)
|
|
(400
|
)
|
||||
Repayment of acquired debt
|
—
|
|
|
(119
|
)
|
|
—
|
|
||||
Settlement of forward starting swaps
|
—
|
|
|
(121
|
)
|
|
—
|
|
||||
Proceeds from termination of interest rate swaps
|
—
|
|
|
29
|
|
|
19
|
|
||||
Purchase of treasury stock
|
(1,000
|
)
|
|
(92
|
)
|
|
(858
|
)
|
||||
Issuance of treasury stock
|
68
|
|
|
122
|
|
|
81
|
|
||||
Dividends paid on subsidiary common stock to noncontrolling interests
|
(90
|
)
|
|
(98
|
)
|
|
(98
|
)
|
||||
Dividends paid on PPG common stock
|
(345
|
)
|
|
(358
|
)
|
|
(355
|
)
|
||||
Other
|
—
|
|
|
(26
|
)
|
|
(22
|
)
|
||||
|
Cash used for financing activities - continuing operations
|
(1,979
|
)
|
|
(338
|
)
|
|
(1,624
|
)
|
|||
|
Cash used for financing activities - discontinued operations
|
—
|
|
|
(13
|
)
|
|
(8
|
)
|
|||
|
Cash used for financing activities
|
(1,979
|
)
|
|
(351
|
)
|
|
(1,632
|
)
|
|||
Effect of currency exchange rate changes on cash and cash equivalents
|
(5
|
)
|
|
24
|
|
|
(41
|
)
|
||||
Net (decrease) / increase in cash and cash equivalents
|
(190
|
)
|
|
(151
|
)
|
|
116
|
|
||||
Cash and cash equivalents, beginning of year
|
1,306
|
|
|
1,457
|
|
|
1,341
|
|
||||
Cash and cash equivalents, end of year
|
$
|
1,116
|
|
|
$
|
1,306
|
|
|
$
|
1,457
|
|
(Millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Research and development – total
|
$
|
505
|
|
|
$
|
468
|
|
|
$
|
443
|
|
Less depreciation on research facilities
|
17
|
|
|
15
|
|
|
15
|
|
|||
Research and development, net
|
$
|
488
|
|
|
$
|
453
|
|
|
$
|
428
|
|
|
(Millions)
|
||
Current assets
|
$
|
550
|
|
Property, plant, and equipment
|
180
|
|
|
Trademarks with indefinite lives
|
174
|
|
|
Identifiable intangible assets with finite lives
|
196
|
|
|
Goodwill
|
234
|
|
|
Other non-current assets
|
61
|
|
|
Total assets
|
$
|
1,395
|
|
Current liabilities
|
(332
|
)
|
|
Accrued pensions
|
(29
|
)
|
|
Other post-retirement benefits
|
(40
|
)
|
|
Other long-term liabilities
|
(40
|
)
|
|
Total liabilities
|
$
|
(441
|
)
|
Total purchase price, net of cash acquired
|
$
|
954
|
|
Condensed Consolidated Pro Forma information (unaudited)
|
||
|
Year ended
|
|
Millions
|
2013
|
2012
|
Net sales
|
$15,480
|
$15,049
|
|
(Millions)
|
||
Cash
|
$
|
6
|
|
Current assets
|
167
|
|
|
Property, plant, and equipment
|
91
|
|
|
Goodwill
|
35
|
|
|
Identifiable intangible assets
|
57
|
|
|
Other non-current assets
|
19
|
|
|
Total assets
|
$
|
375
|
|
Short-term debt
|
(110
|
)
|
|
Current liabilities
|
(71
|
)
|
|
Long-term debt
|
(10
|
)
|
|
Other long-term liabilities
|
(22
|
)
|
|
Total liabilities
|
$
|
(213
|
)
|
Total purchase price including cash in escrow and contingent payments
|
$
|
162
|
|
(Millions)
|
2013
|
|
2012
|
|||||
Receivables
|
|
|
|
|||||
|
Trade - net
(1)
|
$
|
2,449
|
|
|
$
|
2,568
|
|
|
Equity affiliates
|
10
|
|
|
22
|
|
||
|
Other - net
|
277
|
|
|
223
|
|
||
|
Total
|
$
|
2,736
|
|
|
$
|
2,813
|
|
Inventories
(2)
|
|
|
|
|||||
|
Finished products
|
$
|
1,156
|
|
|
$
|
980
|
|
|
Work in process
|
160
|
|
|
144
|
|
||
|
Raw materials
|
440
|
|
|
443
|
|
||
|
Supplies
|
68
|
|
|
120
|
|
||
|
Total
|
$
|
1,824
|
|
|
$
|
1,687
|
|
Accounts payable and accrued liabilities
|
|
|
|
|||||
|
Trade
|
$
|
1,790
|
|
|
$
|
1,620
|
|
|
Accrued payroll
|
506
|
|
|
459
|
|
||
|
Customer rebates
|
225
|
|
|
212
|
|
||
|
Other postretirement and pension benefits
|
93
|
|
|
103
|
|
||
|
Income taxes
|
80
|
|
|
71
|
|
||
|
Other
|
571
|
|
|
596
|
|
||
|
Total
|
$
|
3,265
|
|
|
$
|
3,061
|
|
(1)
|
Allowance for Doubtful Accounts equaled
$74 million
and
$77 million
as of
December 31, 2013
and
2012
, respectively.
|
(2)
|
Inventories valued using the LIFO method of inventory valuation comprised
38%
and
36%
of total gross inventory values as of
December 31, 2013
and
2012
, respectively. If the FIFO method of inventory valuation had been used, inventories would have been
$195 million
and
$243 million
higher as of
December 31, 2013
and
2012
, respectively. During the year ended
December 31, 2013
and
2012
, certain inventories accounted for on the LIFO method of accounting were reduced, which resulted in the liquidation of certain quantities carried at costs prevailing in prior years. The effect on income from continuing operations was income of
$0.7 million
and
$3.0 million
for the years ended
December 31, 2013
and
2012
, respectively.
|
(Millions)
|
Useful
Lives
(years)
|
|
2013
|
|
2012
|
|||||
|
Land and land improvements
|
5-30
|
|
$
|
473
|
|
|
$
|
504
|
|
|
Buildings
|
20-40
|
|
1,593
|
|
|
1,568
|
|
||
|
Machinery and equipment
|
5-25
|
|
4,513
|
|
|
5,952
|
|
||
|
Other
|
3-20
|
|
743
|
|
|
735
|
|
||
|
Construction in progress
|
|
|
359
|
|
|
271
|
|
||
|
Total
(1)
|
|
|
$
|
7,681
|
|
|
$
|
9,030
|
|
|
Less: accumulated depreciation
|
|
|
$
|
4,805
|
|
|
$
|
6,142
|
|
|
Net
|
|
|
$
|
2,876
|
|
|
$
|
2,888
|
|
(1)
|
Interest capitalized in
2013
,
2012
and
2011
was
$10 million
,
$8 million
and
$9 million
, respectively.
|
(Millions)
|
2013
|
|
2012
|
|||||
Investments in equity affiliates
|
$
|
245
|
|
|
$
|
262
|
|
|
Marketable equity securities - Trading (See Note 13)
|
70
|
|
|
60
|
|
|||
Other
|
|
78
|
|
|
100
|
|
||
|
Total
|
$
|
393
|
|
|
$
|
422
|
|
(Millions)
|
Perform-ance
Coatings
|
Industrial
Coatings
|
Architectural
Coatings—
EMEA
|
Optical
and
Specialty
Materials
|
Glass
|
Commodity
Chemicals
|
Total
|
||||||||||||||
Balance, Jan. 1, 2012
|
$
|
1,139
|
|
$
|
484
|
|
$
|
933
|
|
$
|
48
|
|
$
|
50
|
|
$
|
6
|
|
$
|
2,660
|
|
Goodwill from acquisitions
|
22
|
|
18
|
|
18
|
|
—
|
|
—
|
|
—
|
|
58
|
|
|||||||
Foreign currency translation
|
12
|
|
10
|
|
19
|
|
—
|
|
2
|
|
—
|
|
43
|
|
|||||||
Balance, Dec. 31, 2012
|
$
|
1,173
|
|
$
|
512
|
|
$
|
970
|
|
$
|
48
|
|
$
|
52
|
|
$
|
6
|
|
$
|
2,761
|
|
Goodwill from acquisitions
|
235
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
239
|
|
|||||||
Goodwill reduction due to Separation (See Note 22)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
(6
|
)
|
|||||||
Foreign currency translation
|
(25
|
)
|
9
|
|
28
|
|
2
|
|
—
|
|
—
|
|
14
|
|
|||||||
Balance, Dec. 31, 2013
|
$
|
1,383
|
|
$
|
525
|
|
$
|
998
|
|
$
|
50
|
|
$
|
52
|
|
$
|
—
|
|
$
|
3,008
|
|
|
Dec. 31, 2013
|
|
Dec. 31, 2012
|
||||||||||||||||||||
(Millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Acquired
technology
|
$
|
522
|
|
|
$
|
(372
|
)
|
|
$
|
150
|
|
|
$
|
516
|
|
|
$
|
(342
|
)
|
|
$
|
174
|
|
Customer-related intangibles
|
1,177
|
|
|
(557
|
)
|
|
620
|
|
|
1,010
|
|
|
(491
|
)
|
|
519
|
|
||||||
Tradenames
|
127
|
|
|
(61
|
)
|
|
66
|
|
|
120
|
|
|
(57
|
)
|
|
63
|
|
||||||
Other
|
30
|
|
|
(26
|
)
|
|
4
|
|
|
34
|
|
|
(29
|
)
|
|
5
|
|
||||||
Balance
|
$
|
1,856
|
|
|
$
|
(1,016
|
)
|
|
$
|
840
|
|
|
$
|
1,680
|
|
|
$
|
(919
|
)
|
|
$
|
761
|
|
(Millions, except no. of employees)
|
Severance
and Other
Costs
|
|
Asset
Write-offs
|
|
Total
Reserve
|
|
Employees
Impacted
|
|||||||
Performance Coatings
|
$
|
51
|
|
|
$
|
4
|
|
|
$
|
55
|
|
|
1,016
|
|
Industrial Coatings
|
14
|
|
|
—
|
|
|
14
|
|
|
165
|
|
|||
Architectural Coatings - EMEA
|
23
|
|
|
1
|
|
|
24
|
|
|
237
|
|
|||
Glass
|
4
|
|
|
—
|
|
|
4
|
|
|
14
|
|
|||
Corporate
|
1
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||
Total
|
$
|
93
|
|
|
$
|
5
|
|
|
$
|
98
|
|
|
1,436
|
|
2013 activity
|
(27
|
)
|
|
(5
|
)
|
|
(32
|
)
|
|
(645
|
)
|
|||
Foreign currency impact
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Balance as of December 31, 2013
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
791
|
|
(Millions, except no. of employees)
|
Severance
and Other
Costs
|
|
Pension Curtailment (Gains)/Losses
|
|
Asset
Write-offs
|
|
Total
Reserve
|
|
Employees
Impacted
|
||||||||||
Performance Coatings
|
$
|
55
|
|
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
68
|
|
|
867
|
|
|
Industrial Coatings
|
38
|
|
|
(1
|
)
|
|
8
|
|
|
45
|
|
|
394
|
|
|||||
Architectural Coatings - EMEA
|
61
|
|
|
(5
|
)
|
|
3
|
|
|
59
|
|
|
881
|
|
|||||
Optical & Specialty Materials
|
2
|
|
|
—
|
|
|
30
|
|
|
32
|
|
|
50
|
|
|||||
Glass
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
36
|
|
|||||
Corporate
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Total
|
$
|
160
|
|
|
$
|
(5
|
)
|
|
$
|
53
|
|
|
$
|
208
|
|
|
2,232
|
|
|
2012 activity
|
(83
|
)
|
|
5
|
|
|
(53
|
)
|
|
(131
|
)
|
|
(1,631
|
)
|
|||||
Foreign currency impact
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||||
Balance as of December 31, 2012
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
601
|
|
|
2013 activity
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(584
|
)
|
|||||
Foreign currency impact
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||
Balance as of December 31, 2013
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
17
|
|
(Millions)
|
2013
|
|
2012
|
||||
5.75% notes, due 2013
(1)
|
$
|
—
|
|
|
$
|
600
|
|
3
7
/
8
% notes, due 2015 (€300)
|
413
|
|
|
395
|
|
||
1.9 % notes, due 2016
(1)
|
249
|
|
|
249
|
|
||
7
3
/
8
% notes, due 2016
(1)
|
146
|
|
|
146
|
|
||
6
7
/
8
% notes, due 2017
|
74
|
|
|
74
|
|
||
6.65% notes, due 2018
|
700
|
|
|
700
|
|
||
7.4% notes, due 2019
|
198
|
|
|
198
|
|
||
3.6% notes, due 2020
|
495
|
|
|
495
|
|
||
9% non-callable debentures, due 2021
(1)
|
149
|
|
|
149
|
|
||
2.70% notes, due 2022
|
400
|
|
|
400
|
|
||
7.70% notes, due 2038
|
249
|
|
|
249
|
|
||
5.5% notes, due 2040
|
248
|
|
|
248
|
|
||
Impact of derivatives on debt
(1)
|
21
|
|
|
31
|
|
||
Various other non-U.S. debt, weighted average 0.7% as of December 31, 2013 and 3.4% of December 31, 2012.
|
4
|
|
|
5
|
|
||
Capital lease obligations
|
30
|
|
|
32
|
|
||
Total
|
3,376
|
|
|
3,971
|
|
||
Less payments due within one year
|
4
|
|
|
603
|
|
||
Long-term debt
|
$
|
3,372
|
|
|
$
|
3,368
|
|
(1)
|
PPG entered into several interest rate swaps which had the effect of converting fixed rate notes to variable rates, based on the three-month London Interbank Offered Rate (LIBOR). There were no interest rate swaps outstanding related to these instruments as of December 31, 2013 and 2012. The impact of the derivatives on debt represents the fair value adjustment of the debt while the interest rate swaps were outstanding, which is being amortized as a reduction to interest expense over the remaining term of the debt. The weighted average effective interest rate for these borrowings, including the effects of the swaps, was
4.1%
and
4.6%
for the years ended December 31, 2013 and 2012, respectively. Refer to Note 10 for additional information.
|
(Millions)
|
2013
|
|
2012
|
||||
Various, weighted average 3.55% as of Dec. 31, 2013 and 2.27% as of December 31, 2012
|
$
|
30
|
|
|
$
|
39
|
|
Total
|
$
|
30
|
|
|
$
|
39
|
|
(Millions)
|
As of December 31, 2013
|
||
2014
|
$
|
216
|
|
2015
|
175
|
|
|
2016
|
139
|
|
|
2017
|
113
|
|
|
2018
|
90
|
|
|
Beyond 2018
|
177
|
|
|
|
|
December 31, 2013
|
||||||||||
(Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Assets:
|
|
|
|
|
|
|
|||||||
Short-term investments:
|
|
|
|
|
|
|
|||||||
|
Commercial paper and certificates of deposit
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
Other current assets:
|
|
|
|
|
|
|
|||||||
|
Marketable equity securities
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
|
Foreign currency contracts
|
|
—
|
|
|
25
|
|
|
—
|
|
|||
|
Equity forward arrangement
|
|
—
|
|
|
207
|
|
|
—
|
|
|||
Investments:
|
|
|
|
|
|
|
|||||||
|
Marketable equity securities
|
|
70
|
|
|
—
|
|
|
—
|
|
|||
Other assets:
|
|
|
|
|
|
|
|||||||
|
Foreign currency contracts
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|||||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|||||||
|
Foreign currency contracts
|
|
—
|
|
|
7
|
|
|
—
|
|
|||
Other liabilities:
|
|
|
|
|
|
|
|||||||
|
Cross currency swaps
|
|
—
|
|
|
120
|
|
|
—
|
|
|||
|
Foreign currency contracts
|
|
—
|
|
|
11
|
|
|
—
|
|
|
|
|
December 31, 2012
|
||||||||||
(Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||
Assets:
|
|
|
|
|
|
|
|||||||
Short-term investments:
|
|
|
|
|
|
|
|||||||
|
Commercial paper and certificates of deposit
|
|
$
|
—
|
|
|
$
|
455
|
|
|
$
|
—
|
|
Other current assets:
|
|
|
|
|
|
|
|||||||
|
Marketable equity securities
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
|
Foreign currency contracts
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
|
Equity forward arrangement
|
|
—
|
|
|
130
|
|
|
—
|
|
|||
Investments:
|
|
|
|
|
|
|
|||||||
|
Marketable equity securities
|
|
60
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|||||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|||||||
|
Foreign currency contracts
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Other liabilities:
|
|
|
|
|
|
|
|||||||
|
Cross currency swaps
|
|
—
|
|
|
95
|
|
|
—
|
|
|
|
December 31, 2013
|
||||||||||
Hedge Type (Millions)
|
|
Gain
(Loss)
Deferred
in OCI
|
|
Gain (Loss) Recognized
|
||||||||
Amount
|
|
Caption
|
||||||||||
Fair Value
|
|
|
|
|
|
|
||||||
|
|
Foreign currency contracts
|
|
Not
applicable
|
|
$
|
1
|
|
|
Sales
|
||
|
|
Equity forward arrangements
|
|
Not
applicable
|
|
77
|
|
|
Asbestos - net
|
|||
|
|
Total Fair Value
|
|
|
|
$
|
78
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
|
||||||
|
|
Forward starting swaps
|
|
|
|
$
|
(12
|
)
|
|
Interest
expense
|
||
|
|
Foreign currency contracts
(a)
|
|
33
|
|
|
33
|
|
|
Other charges
|
||
|
|
Total Cash Flow
|
|
$
|
33
|
|
|
$
|
21
|
|
|
|
Net Investment
|
|
|
|
|
|
|
||||||
|
|
Cross currency swaps
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
Other charges
|
|
|
Foreign denominated debt
|
|
(16
|
)
|
|
|
|
Other charges
|
|||
|
|
Total Net Investment
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
|
|
|
December 31, 2012
|
||||||||||
Hedge Type (Millions)
|
|
Gain
(Loss)
Deferred
in OCI
|
|
Gain (Loss) Recognized
|
||||||||
Amount
|
|
Caption
|
||||||||||
Fair Value
|
|
|
|
|
|
|
||||||
|
|
Foreign currency contracts
|
|
Not
applicable
|
|
$
|
1
|
|
|
Sales
|
||
|
|
Equity forward arrangements
|
|
Not
applicable
|
|
74
|
|
|
Asbestos - net
|
|||
|
|
Total Fair Value
|
|
|
|
$
|
75
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
|
||||||
|
|
Natural gas swaps
|
|
$
|
(2
|
)
|
|
$
|
(11
|
)
|
|
Cost of sales and Income from Discontinued operations, net of tax
|
|
|
Interest rate swaps
|
|
(1
|
)
|
|
(2
|
)
|
|
Income from Discontinued operations, net of tax
|
||
|
|
Forward starting swaps
(a)
|
|
(26
|
)
|
|
(5
|
)
|
|
Interest
expense
|
||
|
|
Foreign currency contracts
(b)
|
|
(9
|
)
|
|
(9
|
)
|
|
Other charges
|
||
|
|
Total Cash Flow
|
|
$
|
(38
|
)
|
|
$
|
(27
|
)
|
|
|
Net Investment
|
|
|
|
|
|
|
||||||
|
|
Cross currency swaps
|
|
$
|
3
|
|
|
$
|
—
|
|
|
Other charges
|
|
|
Foreign denominated debt
|
|
(7
|
)
|
|
|
|
Other charges
|
|||
|
|
Total Net Investment
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to this item was $
4 million
of
expense
.
|
(b)
|
The ineffective portion related to this item was $
8 million
of
expense
.
|
|
|
December 31, 2011
|
||||||||||
Hedge Type (Millions)
|
|
Gain
(Loss)
Deferred
in OCI
|
|
Gain (Loss) Recognized
|
||||||||
Amount
|
|
Caption
|
||||||||||
Fair Value
|
|
|
|
|
|
|
||||||
|
|
Interest rate swaps
|
|
Not
applicable
|
|
$
|
16
|
|
|
Interest
expense
|
||
|
|
Foreign currency contracts
|
|
Not
applicable
|
|
2
|
|
|
Sales
|
|||
|
|
Equity forward arrangements
|
|
Not
applicable
|
|
1
|
|
|
Asbestos - net
|
|||
|
|
Total Fair Value
|
|
|
|
$
|
19
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
|
||||||
|
|
Natural gas swaps
|
|
$
|
(10
|
)
|
|
$
|
(32
|
)
|
|
Cost of sales and Income from Discontinued operations, net of tax
|
|
|
Interest rate swaps
|
|
(2
|
)
|
|
(2
|
)
|
|
Income from Discontinued operations, net of tax
|
||
|
|
Forward starting swaps
|
|
(73
|
)
|
|
—
|
|
|
Interest
expense
|
||
|
|
Foreign currency contracts
(a)
|
|
6
|
|
|
6
|
|
|
Other charges
|
||
|
|
Total Cash Flow
|
|
$
|
(79
|
)
|
|
$
|
(28
|
)
|
|
|
Net Investment
|
|
|
|
|
|
|
||||||
|
|
Cross currency swaps
|
|
$
|
34
|
|
|
$
|
—
|
|
|
Other charges
|
|
|
Foreign denominated debt
|
|
13
|
|
|
|
|
|
Other charges
|
||
|
|
Total Net Investment
|
|
$
|
47
|
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to this item was
$6 million
of expense.
|
(Millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
|||||||
Earnings per common share (attributable to PPG)
|
||||||||||||
|
Income from continuing operations, net of tax
|
$
|
1,034
|
|
|
$
|
726
|
|
|
$
|
858
|
|
|
Income from discontinued operations, net of tax
|
$
|
2,197
|
|
|
$
|
215
|
|
|
$
|
237
|
|
|
Net income (attributable to PPG)
|
$
|
3,231
|
|
|
$
|
941
|
|
|
$
|
1,095
|
|
|
Weighted average common shares outstanding
|
143.4
|
|
|
153.4
|
|
|
157.3
|
|
|||
|
Earnings per common share (attributable to PPG):
|
|||||||||||
|
Income from continuing operations, net of tax
|
$
|
7.21
|
|
|
$
|
4.73
|
|
|
$
|
5.45
|
|
|
Income from discontinued operations, net of tax
|
$
|
15.32
|
|
|
$
|
1.40
|
|
|
$
|
1.51
|
|
|
Net income (attributable to PPG)
|
$
|
22.53
|
|
|
$
|
6.13
|
|
|
$
|
6.96
|
|
Earnings per common share - assuming dilution (attributable to PPG)
|
||||||||||||
|
Income from continuing operations, net of tax
|
$
|
1,034
|
|
|
$
|
726
|
|
|
$
|
858
|
|
|
Income from discontinued operations, net of tax
|
$
|
2,197
|
|
|
$
|
215
|
|
|
$
|
237
|
|
|
Net income (attributable to PPG)
|
$
|
3,231
|
|
|
$
|
941
|
|
|
$
|
1,095
|
|
|
Weighted average common shares outstanding
|
143.4
|
|
|
153.4
|
|
|
157.3
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
|
Stock options
|
0.8
|
|
|
0.8
|
|
|
1.1
|
|
|||
|
Other stock compensation plans
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|||
|
Potentially dilutive common shares
|
1.7
|
|
|
1.7
|
|
|
2.0
|
|
|||
|
Adjusted weighted average common shares outstanding
|
145.1
|
|
|
155.1
|
|
|
159.3
|
|
|||
Earnings per common share - assuming dilution (attributable to PPG)
|
||||||||||||
|
Income from continuing operations, net of tax
|
$
|
7.13
|
|
|
$
|
4.69
|
|
|
$
|
5.40
|
|
|
Income from discontinued operations, net of tax
|
$
|
15.14
|
|
|
$
|
1.37
|
|
|
$
|
1.47
|
|
|
Net income (attributable to PPG)
|
$
|
22.27
|
|
|
$
|
6.06
|
|
|
$
|
6.87
|
|
(Millions)
|
2013
|
|
2012
|
|
2011
|
|||||||
Current income tax expense
|
|
|
|
|
|
|||||||
|
U.S. federal
|
153
|
|
|
228
|
|
|
107
|
|
|||
|
U.S. state and local
|
14
|
|
|
15
|
|
|
8
|
|
|||
|
Foreign
|
202
|
|
|
190
|
|
|
164
|
|
|||
|
Total current income tax
|
369
|
|
|
433
|
|
|
279
|
|
|||
Deferred income tax expense
|
|
|
|
|
|
|||||||
|
U.S. federal
|
(29
|
)
|
|
(150
|
)
|
|
(3
|
)
|
|||
|
U.S. state and local
|
(6
|
)
|
|
(14
|
)
|
|
1
|
|
|||
|
Foreign
|
(1
|
)
|
|
(48
|
)
|
|
(17
|
)
|
|||
|
Total deferred income tax
|
(36
|
)
|
|
(212
|
)
|
|
(19
|
)
|
|||
|
Total
|
$
|
333
|
|
|
$
|
221
|
|
|
$
|
260
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Changes in rate due to:
|
|
|
|
|
|
||||
|
U.S. State and local taxes
|
0.8
|
|
|
0.6
|
|
|
0.7
|
|
|
U.S. tax benefit on foreign dividends
|
(2.7
|
)
|
|
(1.5
|
)
|
|
(1.0
|
)
|
|
Taxes on foreign earnings
|
(7.8
|
)
|
|
(9.7
|
)
|
|
(10.9
|
)
|
|
PPG dividends paid to the ESOP
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
U.S. tax incentives
|
(2.4
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
Significant audit settlements
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
Other
|
(0.1
|
)
|
|
(1.4
|
)
|
|
1.1
|
|
|
Effective income tax rate
|
22.4
|
%
|
|
20.9
|
%
|
|
21.3
|
%
|
(Millions)
|
2013
|
|
2012
|
|||||
Deferred income tax assets related to
|
|
|
|
|||||
|
Employee benefits
|
$
|
706
|
|
|
$
|
1,000
|
|
|
Contingent and accrued liabilities
|
613
|
|
|
598
|
|
||
|
Operating loss and other carry-forwards
|
269
|
|
|
223
|
|
||
|
Inventories
|
31
|
|
|
21
|
|
||
|
Property
|
4
|
|
|
5
|
|
||
|
Derivatives
|
—
|
|
|
38
|
|
||
|
Other
|
47
|
|
|
41
|
|
||
|
Valuation allowance
|
(136
|
)
|
|
(138
|
)
|
||
|
Total
|
1,534
|
|
|
1,788
|
|
||
Deferred income tax liabilities related to
|
|
|
|
|||||
|
Property
|
310
|
|
|
405
|
|
||
|
Intangibles
|
450
|
|
|
452
|
|
||
|
Employee benefits
|
55
|
|
|
69
|
|
||
|
Derivatives
|
41
|
|
|
—
|
|
||
|
Other
|
21
|
|
|
3
|
|
||
|
Total
|
877
|
|
|
929
|
|
||
|
Deferred income tax assets – net
|
$
|
657
|
|
|
$
|
859
|
|
(Millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1
|
$
|
82
|
|
|
$
|
107
|
|
|
$
|
111
|
|
Additions based on tax positions related to the current year
|
12
|
|
|
12
|
|
|
15
|
|
|||
Additions for tax positions of prior years
|
9
|
|
|
2
|
|
|
17
|
|
|||
Reductions for tax positions of prior years
|
(10
|
)
|
|
(12
|
)
|
|
(19
|
)
|
|||
Pre-acquisition unrecognized tax benefits
|
—
|
|
|
2
|
|
|
—
|
|
|||
Reductions for expiration of the applicable statute of limitations
|
(10
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
Settlements
|
—
|
|
|
(23
|
)
|
|
(8
|
)
|
|||
Foreign currency translation
|
2
|
|
|
—
|
|
|
(2
|
)
|
|||
Balance at December 31
|
$
|
85
|
|
|
$
|
82
|
|
|
$
|
107
|
|
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||||||||||
(Millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Projected benefit
obligation, January 1
|
$
|
5,784
|
|
|
$
|
5,333
|
|
|
$
|
1,362
|
|
|
$
|
1,394
|
|
Service cost
|
57
|
|
|
54
|
|
|
20
|
|
|
19
|
|
||||
Interest cost
|
218
|
|
|
217
|
|
|
49
|
|
|
50
|
|
||||
Plan amendments
|
(25
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(19
|
)
|
||||
Actuarial losses / (gains) - net
|
(267
|
)
|
|
443
|
|
|
(160
|
)
|
|
(33
|
)
|
||||
Benefits paid
|
(304
|
)
|
|
(347
|
)
|
|
(60
|
)
|
|
(62
|
)
|
||||
Plan transfers
|
327
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
12
|
|
|
59
|
|
|
(8
|
)
|
|
3
|
|
||||
Curtailment and special termination benefits
|
(18
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Impact of commodity chemicals transaction (a)
|
(548
|
)
|
|
29
|
|
|
(165
|
)
|
|
10
|
|
||||
Other
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit
obligation, December 31
|
$
|
5,240
|
|
|
$
|
5,784
|
|
|
$
|
1,070
|
|
|
$
|
1,362
|
|
Market value of plan
assets, January 1
|
$
|
4,750
|
|
|
$
|
4,382
|
|
|
|
|
|
||||
Actual return on plan assets
|
267
|
|
|
571
|
|
|
|
|
|
||||||
Company contributions
|
174
|
|
|
80
|
|
|
|
|
|
||||||
Participant contributions
|
2
|
|
|
2
|
|
|
|
|
|
||||||
Benefits paid
|
(283
|
)
|
|
(335
|
)
|
|
|
|
|
||||||
Plan transfers
|
352
|
|
|
—
|
|
|
|
|
|
||||||
Plan settlements
|
(51
|
)
|
|
—
|
|
|
|
|
|
||||||
Plan expenses and other-net
|
(2
|
)
|
|
(1
|
)
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(11
|
)
|
|
50
|
|
|
|
|
|
||||||
Impact of commodity chemicals transaction
|
(496
|
)
|
|
1
|
|
|
|
|
|
||||||
Other
|
(1
|
)
|
|
—
|
|
|
|
|
|
||||||
Market value of plan
assets, December 31
|
$
|
4,701
|
|
|
$
|
4,750
|
|
|
|
|
|
||||
Funded Status
|
$
|
(539
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(1,070
|
)
|
|
$
|
(1,362
|
)
|
Amounts recognized in the Consolidated Balance Sheet:
|
|
|
|
|
|||||||||||
Other assets (long-term)
|
224
|
|
|
27
|
|
|
—
|
|
|
—
|
|
||||
Accounts payable and accrued liabilities
|
(19
|
)
|
|
(20
|
)
|
|
(63
|
)
|
|
(75
|
)
|
||||
Accrued pensions
|
(744
|
)
|
|
(1,041
|
)
|
|
—
|
|
|
—
|
|
||||
Other postretirement benefits
|
—
|
|
|
—
|
|
|
(1,007
|
)
|
|
(1,287
|
)
|
||||
Net liability recognized
|
$
|
(539
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(1,070
|
)
|
|
$
|
(1,362
|
)
|
(Millions)
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accumulated net actuarial losses
|
$
|
1,542
|
|
|
$
|
2,097
|
|
|
$
|
254
|
|
|
$
|
505
|
|
Accumulated prior service credit
|
(26
|
)
|
|
(3
|
)
|
|
(45
|
)
|
|
(45
|
)
|
||||
Total
|
$
|
1,516
|
|
|
$
|
2,094
|
|
|
$
|
209
|
|
|
$
|
460
|
|
(Millions)
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||
Net actuarial gain arising during the year
|
$
|
(250
|
)
|
|
$
|
(160
|
)
|
New prior service credit
|
(25
|
)
|
|
(9
|
)
|
||
Impact of curtailments
|
(36
|
)
|
|
(61
|
)
|
||
Plan spinoff
|
(159
|
)
|
|
—
|
|
||
Amortization of actuarial loss
|
(103
|
)
|
|
(28
|
)
|
||
Amortization of prior service cost
|
2
|
|
|
10
|
|
||
Foreign currency translation adjustments and other
|
(7
|
)
|
|
(3
|
)
|
||
Net change
|
$
|
(578
|
)
|
|
$
|
(251
|
)
|
|
Pensions
|
|
Other
Postretirement
Benefits
|
||||||||||||||||||||
(Millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
57
|
|
|
$
|
54
|
|
|
$
|
57
|
|
|
$
|
20
|
|
|
$
|
19
|
|
|
$
|
16
|
|
Interest cost
|
218
|
|
|
217
|
|
|
231
|
|
|
49
|
|
|
50
|
|
|
55
|
|
||||||
Expected return on plan assets
|
(286
|
)
|
|
(261
|
)
|
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
|
(10
|
)
|
|
(10
|
)
|
||||||
Amortization of actuarial losses
|
102
|
|
|
133
|
|
|
106
|
|
|
28
|
|
|
31
|
|
|
26
|
|
||||||
Curtailments and special termination benefits
|
18
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
107
|
|
|
$
|
143
|
|
|
$
|
120
|
|
|
$
|
88
|
|
|
$
|
90
|
|
|
$
|
87
|
|
|
2013
|
|
2012
|
||
Discount rate
|
4.6
|
%
|
|
4.1
|
%
|
Rate of compensation increase
|
3.5
|
%
|
|
4.0
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate
|
4.1
|
%
|
|
4.6
|
%
|
|
5.3
|
%
|
Expected return on assets
|
6.5
|
%
|
|
7.0
|
%
|
|
7.6
|
%
|
Rate of compensation increase
|
4.0
|
%
|
|
3.9
|
%
|
|
3.8
|
%
|
|
One-Percentage Point
|
||||||
(Millions)
|
Increase
|
|
Decrease
|
||||
Increase (decrease) in the aggregate of service and interest cost components of annual expense
|
$
|
10
|
|
|
$
|
(7
|
)
|
Increase (decrease) in the benefit obligation
|
$
|
111
|
|
|
$
|
(86
|
)
|
Asset Category
|
Dec. 31, 2013
|
|
Dec. 31, 2012
|
Equity securities
|
30-65%
|
|
35-70%
|
Debt securities
|
30-65%
|
|
30-65%
|
Real estate
|
0-10%
|
|
0-10%
|
Other
|
0-10%
|
|
0-10%
|
(Millions)
|
Level 1
(1)
|
|
Level 2
(1)
|
|
Level 3
(1)
|
|
Total
|
||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||||
|
U.S.
|
|
|
|
|
|
|
|
|||||||||
|
|
Large cap
|
$
|
6
|
|
|
$
|
378
|
|
|
$
|
—
|
|
|
$
|
384
|
|
|
|
Small cap
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
||||
|
|
PPG common stock
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||
|
Non-U.S.
|
|
|
|
|
|
|
|
|||||||||
|
|
Developed and emerging markets
(2)
|
17
|
|
|
795
|
|
|
—
|
|
|
812
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
—
|
|
|
115
|
|
|
—
|
|
|
115
|
|
|||||
|
Corporate
(3)
|
|
|
|
|
|
|
|
|||||||||
|
|
U.S.
(4)
|
—
|
|
|
750
|
|
|
131
|
|
|
881
|
|
||||
|
|
Developed and emerging markets
(2)
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
|
Diversified
(5)
|
—
|
|
|
698
|
|
|
—
|
|
|
698
|
|
|||||
|
Government
|
|
|
|
|
|
|
|
|||||||||
|
|
U.S.
(4)
|
201
|
|
|
36
|
|
|
—
|
|
|
237
|
|
||||
|
|
Developed markets
|
—
|
|
|
331
|
|
|
—
|
|
|
331
|
|
||||
|
Other
(6)
|
—
|
|
|
161
|
|
|
27
|
|
|
188
|
|
|||||
Real estate, hedge funds, and other
|
—
|
|
|
124
|
|
|
474
|
|
|
598
|
|
||||||
|
Total
|
$
|
309
|
|
|
$
|
3,760
|
|
|
$
|
632
|
|
|
$
|
4,701
|
|
(1)
|
These levels refer to the accounting guidance on fair value measurement described in Note 9, “Fair Value Measurement.”
|
(2)
|
These amounts represent holdings in investment grade debt or equity securities of issuers in both developed markets and emerging economies.
|
(3)
|
This category represents investment grade debt securities from a diverse set of industry issuers.
|
(4)
|
These investments are primarily long duration fixed income securities.
|
(5)
|
This category represents commingled funds invested in diverse portfolios of debt securities.
|
(6)
|
This category includes mortgage-backed and asset backed debt securities, municipal bonds and other debt securities including derivatives.
|
(Millions)
|
Level 1
(1)
|
|
Level 2
(1)
|
|
Level 3
(1)
|
|
Total
|
||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||||
|
U.S.
|
|
|
|
|
|
|
|
|||||||||
|
|
Large cap
|
$
|
1
|
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
|
Small cap
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
||||
|
|
PPG common stock
|
244
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||
|
Non-U.S.
|
|
|
|
|
|
|
|
|||||||||
|
|
Developed and emerging markets
(2)
|
—
|
|
|
578
|
|
|
—
|
|
|
578
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
—
|
|
|
499
|
|
|
—
|
|
|
499
|
|
|||||
|
Corporate
(3)
|
|
|
|
|
|
|
|
|||||||||
|
|
U.S.
(4)
|
—
|
|
|
922
|
|
|
76
|
|
|
998
|
|
||||
|
|
Developed and emerging markets
(2)
|
—
|
|
|
185
|
|
|
—
|
|
|
185
|
|
||||
|
Diversified
(5)
|
—
|
|
|
635
|
|
|
4
|
|
|
639
|
|
|||||
|
Government
|
|
|
|
|
|
|
|
|||||||||
|
|
U.S.
(4)
|
196
|
|
|
69
|
|
|
—
|
|
|
265
|
|
||||
|
|
Developed markets
|
—
|
|
|
301
|
|
|
—
|
|
|
301
|
|
||||
|
Other
(6)
|
—
|
|
|
155
|
|
|
27
|
|
|
182
|
|
|||||
Real estate, hedge funds, and other
|
—
|
|
|
128
|
|
|
412
|
|
|
540
|
|
||||||
|
Total
|
$
|
441
|
|
|
$
|
3,790
|
|
|
$
|
519
|
|
|
$
|
4,750
|
|
(1)
|
These levels refer to the accounting guidance on fair value measurement described in Note 9, “Fair Value Measurement.”
|
(2)
|
These amounts represent holdings in investment grade debt or equity securities of issuers in both developed markets and emerging economies.
|
(3)
|
This category represents investment grade debt securities from a diverse set of industry issuers.
|
(4)
|
These investments are primarily long duration fixed income securities.
|
(5)
|
This category represents commingled funds invested in diverse portfolios of debt securities.
|
(6)
|
This category includes mortgage-backed and asset backed debt securities, municipal bonds and other debt securities including derivatives.
|
(Millions)
|
Real
Estate
|
|
Other Debt
Securities
|
|
Hedge Funds
&
Other assets
|
|
Total
|
||||||||
Balance, January 1, 2012
|
$
|
156
|
|
|
$
|
28
|
|
|
$
|
157
|
|
|
$
|
341
|
|
Realized gain
|
8
|
|
|
—
|
|
|
13
|
|
|
21
|
|
||||
Unrealized gain/(loss) for positions still held
|
8
|
|
|
—
|
|
|
(1
|
)
|
|
7
|
|
||||
Transfers in/(out)
|
4
|
|
|
(1
|
)
|
|
148
|
|
|
151
|
|
||||
Foreign currency loss
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Balance, December 31, 2012
|
$
|
176
|
|
|
$
|
27
|
|
|
$
|
316
|
|
|
$
|
519
|
|
Realized gain/(loss)
|
7
|
|
|
1
|
|
|
55
|
|
|
63
|
|
||||
Unrealized gain/(loss) for positions still held
|
18
|
|
|
—
|
|
|
14
|
|
|
32
|
|
||||
Transfers in/(out)
|
21
|
|
|
(1
|
)
|
|
(5
|
)
|
|
15
|
|
||||
Foreign currency gain/(loss)
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Balance, December 31, 2013
|
$
|
222
|
|
|
$
|
27
|
|
|
$
|
383
|
|
|
$
|
632
|
|
2014
|
$
|
14
|
|
2015
|
14
|
|
|
2016 – 2023
|
67
|
|
|
Total
|
$
|
95
|
|
|
|
Consolidated Balance Sheet
|
|
|
||||||||||||
|
|
Asbestos Settlement Liability
|
|
Equity
Forward
(Asset)
Liability
|
|
Pretax
Charge
|
||||||||||
(Millions)
|
Current
|
|
Long-term
|
|
||||||||||||
Balance as of January 1, 2011
|
$
|
578
|
|
|
$
|
243
|
|
|
$
|
(55
|
)
|
|
$
|
12
|
|
|
Change in fair value:
|
|
|
|
|
|
|
|
|||||||||
|
PPG stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
Equity forward instrument
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Accretion of asbestos liability
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Reclassification
|
16
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance as of and Activity for the year ended December 31, 2011
|
$
|
593
|
|
|
$
|
241
|
|
|
$
|
(56
|
)
|
|
$
|
12
|
|
|
Change in fair value:
|
|
|
|
|
|
|
|
|||||||||
|
PPG stock
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
|
Equity forward instrument
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(74
|
)
|
||||
Accretion of asbestos liability
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Reclassification
|
18
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance as of and Activity for the year ended December 31, 2012
|
$
|
683
|
|
|
$
|
237
|
|
|
$
|
(130
|
)
|
|
$
|
12
|
|
|
Change in fair value:
|
|
|
|
|
|
|
|
|||||||||
|
PPG stock
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
|
Equity forward instrument
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
(77
|
)
|
||||
Accretion of asbestos liability
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Reclassification
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance as of and Activity for the year ended December 31, 2013
|
$
|
763
|
|
|
$
|
245
|
|
|
$
|
(207
|
)
|
|
$
|
11
|
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Shares
Outstanding
|
|||
Balance, Jan. 1, 2011
|
290,573,068
|
|
|
(130,191,253
|
)
|
|
160,381,815
|
|
Purchases
|
—
|
|
|
(10,236,694
|
)
|
|
(10,236,694
|
)
|
Issuances
|
—
|
|
|
1,743,659
|
|
|
1,743,659
|
|
Balance, Dec. 31, 2011
|
290,573,068
|
|
|
(138,684,288
|
)
|
|
151,888,780
|
|
Purchases
|
—
|
|
|
(1,000,000
|
)
|
|
(1,000,000
|
)
|
Issuances
|
—
|
|
|
2,677,517
|
|
|
2,677,517
|
|
Balance, Dec. 31, 2012
|
290,573,068
|
|
|
(137,006,771
|
)
|
|
153,566,297
|
|
Increase in treasury stock due to separation and merger (Note 22)
|
—
|
|
|
(10,825,227
|
)
|
|
(10,825,227
|
)
|
Purchases
|
—
|
|
|
(5,745,529
|
)
|
|
(5,745,529
|
)
|
Issuances
|
—
|
|
|
1,650,841
|
|
|
1,650,841
|
|
Balance, Dec. 31, 2013
|
290,573,068
|
|
|
(151,926,686
|
)
|
|
138,646,382
|
|
(Millions)
|
Unrealized Foreign
Currency
Translation
Adjustments
|
|
Pension
and
Other
Post
retire-
ment
Benefit
Adjustments, net of tax (c)
|
|
Unrealized
Gain (Loss)
on
Derivatives, net of tax (d)
|
|
Accum-
ulated
Other
Comp-rehensive
(Loss)
Income
|
||||||||||||||||
Balance, January 1,
2011
|
|
$
|
53
|
|
|
|
$
|
(1,428
|
)
|
|
|
$
|
(36
|
)
|
|
|
$
|
(1,411
|
)
|
||||
Period change
|
|
(188
|
)
|
|
|
(169
|
)
|
|
|
(32
|
)
|
|
|
(389
|
)
|
||||||||
Balance, December 31, 2011
|
|
$
|
(135
|
)
|
|
|
$
|
(1,597
|
)
|
|
|
$
|
(68
|
)
|
|
|
$
|
(1,800
|
)
|
||||
Period change
|
|
141
|
|
|
|
—
|
|
|
|
(7
|
)
|
|
|
134
|
|
||||||||
Balance, December 31, 2012
|
|
$
|
6
|
|
|
|
$
|
(1,597
|
)
|
|
|
$
|
(75
|
)
|
|
|
$
|
(1,666
|
)
|
||||
Current year deferrals to AOCI (a)
|
36
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36
|
|
|
||||||||
Current year deferrals to AOCI, tax effected (b)
|
(80
|
)
|
|
|
330
|
|
|
|
19
|
|
|
|
269
|
|
|
||||||||
Separation & Merger Transaction (e)
|
—
|
|
|
|
33
|
|
|
|
4
|
|
|
|
37
|
|
|
||||||||
Reclassifications from AOCI to net income
|
—
|
|
|
|
77
|
|
|
|
(13
|
)
|
|
|
64
|
|
|
||||||||
Period change
|
|
(44
|
)
|
|
|
440
|
|
|
|
10
|
|
|
|
406
|
|
||||||||
Balance, December 31, 2013
|
|
$
|
(38
|
)
|
|
|
$
|
(1,157
|
)
|
|
|
$
|
(65
|
)
|
|
|
$
|
(1,260
|
)
|
(Millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Royalty income
|
$
|
48
|
|
|
$
|
51
|
|
|
$
|
55
|
|
Share of net (losses)/earnings of equity affiliates (See Note 5)
|
(8
|
)
|
|
9
|
|
|
36
|
|
|||
Gain on sale of assets
|
6
|
|
|
3
|
|
|
7
|
|
|||
Other
|
85
|
|
|
76
|
|
|
54
|
|
|||
Total
|
$
|
131
|
|
|
$
|
139
|
|
|
$
|
152
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Risk free interest rate
|
1.3
|
%
|
|
1.3
|
%
|
|
2.9
|
%
|
Expected life of option in years
|
6.5
|
|
|
6.5
|
|
|
6.4
|
|
Expected dividend yield
|
3.2
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
Expected volatility
|
29.9
|
%
|
|
29.4
|
%
|
|
28.0
|
%
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Intrinsic
Value
(in millions)
|
|||||
Outstanding, January 1, 2013
|
3,408,699
|
|
|
$
|
71.34
|
|
|
6.6
|
|
$
|
218
|
|
Granted
|
525,299
|
|
|
$
|
131.55
|
|
|
|
|
|
||
Exercised
|
(1,185,030
|
)
|
|
$
|
58.42
|
|
|
|
|
|
||
Forfeited/Expired
|
(104,580
|
)
|
|
$
|
97.15
|
|
|
|
|
|
||
Outstanding, December 31, 2013
|
2,644,388
|
|
|
$
|
88.08
|
|
|
6.9
|
|
$
|
269
|
|
Vested or expected to vest,
December 31, 2013
|
2,595,586
|
|
|
$
|
87.76
|
|
|
6.8
|
|
$
|
265
|
|
Exercisable, December 31, 2013
|
862,065
|
|
|
$
|
60.49
|
|
|
4.3
|
|
$
|
111
|
|
(Millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Total intrinsic value of stock options exercised
|
$
|
110
|
|
|
$
|
110
|
|
|
$
|
40
|
|
Cash received from stock option exercises
|
68
|
|
|
122
|
|
|
81
|
|
|||
Income tax benefit from the exercise of stock options
|
36
|
|
|
35
|
|
|
9
|
|
|||
Total fair value of stock options vested
|
11
|
|
|
6
|
|
|
10
|
|
|
Number of
Shares
|
|
Weighted
Average
Fair Value
|
|
Intrinsic
Value
(in millions)
|
|||||
Outstanding, January 1, 2013
|
953,936
|
|
|
$
|
67.11
|
|
|
$
|
129
|
|
Granted
|
190,640
|
|
|
$
|
126.55
|
|
|
|
||
Additional shares vested
|
229,007
|
|
|
$
|
82.22
|
|
|
|
||
Released from restrictions
|
(499,184
|
)
|
|
$
|
55.04
|
|
|
|
||
Forfeited
|
(13,742
|
)
|
|
$
|
93.94
|
|
|
|
||
Outstanding, December 31, 2013
|
860,657
|
|
|
$
|
90.15
|
|
|
$
|
163
|
|
Vested or expected to vest, December 31, 2013
|
846,190
|
|
|
$
|
90.02
|
|
|
$
|
160
|
|
|
2013 Quarter Ended
|
|
Full Year
|
||||||||||||||||
Millions
(except per share
amounts)
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|||||||||||
Net sales
|
$
|
3,331
|
|
|
$
|
4,095
|
|
|
$
|
3,980
|
|
|
$
|
3,702
|
|
|
$
|
15,108
|
|
Cost of Sales
(1)
|
1,947
|
|
|
2,343
|
|
|
2,238
|
|
|
2,108
|
|
|
8,636
|
|
|||||
Net income attributable to PPG
|
|||||||||||||||||||
Continuing Operations
|
219
|
|
|
341
|
|
|
220
|
|
|
254
|
|
|
1,034
|
|
|||||
Discontinued Operations
|
2,191
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
2,197
|
|
|||||
Net income
(2)
|
2,410
|
|
|
341
|
|
|
226
|
|
|
254
|
|
|
3,231
|
|
|||||
Earnings per common share
|
|||||||||||||||||||
Continuing Operations
|
$
|
1.50
|
|
|
$
|
2.38
|
|
|
$
|
1.54
|
|
|
$
|
1.80
|
|
|
$
|
7.21
|
|
Discontinued Operations
|
$
|
14.99
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
15.32
|
|
Earnings per common share
|
$
|
16.49
|
|
|
$
|
2.38
|
|
|
$
|
1.58
|
|
|
$
|
1.80
|
|
|
$
|
22.53
|
|
Earnings per common share - assuming dilution
|
|||||||||||||||||||
Continuing Operations
|
$
|
1.48
|
|
|
$
|
2.35
|
|
|
$
|
1.52
|
|
|
$
|
1.78
|
|
|
$
|
7.13
|
|
Discontinued Operations
|
$
|
14.83
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
15.14
|
|
Earnings per common share – assuming dilution
(2)
|
$
|
16.31
|
|
|
$
|
2.35
|
|
|
$
|
1.56
|
|
|
$
|
1.78
|
|
|
$
|
22.27
|
|
|
2012 Quarter Ended
|
|
Full Year
|
||||||||||||||||
Millions
(except per share
amounts)
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
|||||||||||
Net sales
|
$
|
3,333
|
|
|
$
|
3,528
|
|
|
$
|
3,408
|
|
|
$
|
3,243
|
|
|
$
|
13,512
|
|
Cost of Sales
(1)
|
1,946
|
|
|
2,066
|
|
|
1,983
|
|
|
1,910
|
|
|
7,905
|
|
|||||
Net income (loss) attributable to PPG
|
|||||||||||||||||||
Continuing Operations
|
(50
|
)
|
|
297
|
|
|
288
|
|
|
191
|
|
|
726
|
|
|||||
Discontinued Operations
|
63
|
|
|
65
|
|
|
51
|
|
|
36
|
|
|
215
|
|
|||||
Net income
(3)
|
13
|
|
|
362
|
|
|
339
|
|
|
227
|
|
|
941
|
|
|||||
Earnings per common share
|
|||||||||||||||||||
Continuing Operations
|
$
|
(0.33
|
)
|
|
$
|
1.94
|
|
|
$
|
1.88
|
|
|
$
|
1.24
|
|
|
$
|
4.73
|
|
Discontinued Operations
|
$
|
0.41
|
|
|
$
|
0.43
|
|
|
$
|
0.33
|
|
|
$
|
0.23
|
|
|
$
|
1.40
|
|
Earnings per common share
|
$
|
0.08
|
|
|
$
|
2.37
|
|
|
$
|
2.21
|
|
|
$
|
1.47
|
|
|
$
|
6.13
|
|
Earnings per common share - assuming dilution
|
|||||||||||||||||||
Continuing Operations
|
$
|
(0.32
|
)
|
|
$
|
1.92
|
|
|
$
|
1.86
|
|
|
$
|
1.23
|
|
|
$
|
4.69
|
|
Discontinued Operations
|
$
|
0.40
|
|
|
$
|
0.42
|
|
|
$
|
0.32
|
|
|
$
|
0.23
|
|
|
$
|
1.37
|
|
Earnings per common share – assuming dilution
(3)
|
$
|
0.08
|
|
|
$
|
2.34
|
|
|
$
|
2.18
|
|
|
$
|
1.46
|
|
|
$
|
6.06
|
|
(1)
|
Exclusive of depreciation and amortization.
|
(2)
|
Includes charges for environmental remediation of
$8 million
or
$0.05
per diluted share in the first quarter 2013, and
$56 million
or
$0.39
per share in the third quarter 2013 (See Note 14, "Commitments and Contingent Liabilities"). Third quarter 2013 includes charge of
$73 million
or
$0.50
per diluted share related to restructuring (See Note 7, "Business Restructuring").
|
(3)
|
First quarter 2012 includes a charge of
$163 million
or
$1.06
per diluted share related to restructuring (See Note 7, "Business Restructuring") and a charge of
$99 million
or
$0.64
per diluted share related to environmental remediation (See Note 14, "Commitments and Contingent Liabilities").
|
(Millions)
Reportable Business Segments
|
Performance
Coatings
|
|
Industrial
Coatings
|
|
Architectural
Coatings –
EMEA
|
|
Optical
and
Specialty
Materials
|
|
Glass
|
|
Corporate /
Eliminations /
Non-
Segment
Items
(1)
|
|
Consolidated
Totals
|
||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales to external customers
|
$
|
5,872
|
|
|
$
|
4,845
|
|
|
$
|
2,062
|
|
|
$
|
1,262
|
|
|
$
|
1,067
|
|
|
$
|
—
|
|
|
$
|
15,108
|
|
Intersegment net sales
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|||||||
Total net sales
|
$
|
5,872
|
|
|
$
|
4,845
|
|
|
$
|
2,062
|
|
|
$
|
1,265
|
|
|
$
|
1,068
|
|
|
$
|
(4
|
)
|
|
$
|
15,108
|
|
Segment income
|
$
|
858
|
|
|
$
|
724
|
|
|
$
|
184
|
|
|
$
|
368
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
2,190
|
|
Legacy items
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
(165
|
)
|
|||||||||||||
Business restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
(98
|
)
|
|||||||||||||
Certain acquisition-related costs
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
(42
|
)
|
|||||||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
(153
|
)
|
|||||||||||||
Corporate unallocated
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(243
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,489
|
|
||||||||||||
Depreciation and amortization
|
$
|
164
|
|
|
$
|
98
|
|
|
$
|
105
|
|
|
$
|
34
|
|
|
$
|
52
|
|
|
$
|
22
|
|
|
$
|
475
|
|
Share of net earnings (loss) of equity affiliates
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|||||||
Segment assets
(3)
|
5,360
|
|
|
3,174
|
|
|
2,673
|
|
|
693
|
|
|
917
|
|
|
3,046
|
|
|
15,863
|
|
|||||||
Investment in equity affiliates
|
9
|
|
|
16
|
|
|
23
|
|
|
—
|
|
|
149
|
|
|
48
|
|
|
245
|
|
|||||||
Expenditures for property (including business acquisitions)
|
1,130
|
|
|
163
|
|
|
37
|
|
|
66
|
|
|
80
|
|
|
32
|
|
|
1,508
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales to external customers
|
$
|
4,752
|
|
|
$
|
4,379
|
|
|
$
|
2,147
|
|
|
$
|
1,202
|
|
|
$
|
1,032
|
|
|
$
|
—
|
|
|
$
|
13,512
|
|
Intersegment net sales
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||||
Total net sales
|
$
|
4,752
|
|
|
$
|
4,379
|
|
|
$
|
2,147
|
|
|
$
|
1,205
|
|
|
$
|
1,032
|
|
|
$
|
(3
|
)
|
|
$
|
13,512
|
|
Segment income
|
$
|
744
|
|
|
$
|
590
|
|
|
$
|
145
|
|
|
$
|
348
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
1,890
|
|
Legacy items
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
(217
|
)
|
|||||||||||||
Business restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
(208
|
)
|
|||||||||||||
Certain acquisition-related costs
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||||||||
Charges related to acquisition of Dyrup and Colpisa
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|||||||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
(171
|
)
|
|||||||||||||
Corporate unallocated
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(226
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,057
|
|
||||||||||||
Depreciation and amortization
|
$
|
112
|
|
|
$
|
87
|
|
|
$
|
115
|
|
|
$
|
32
|
|
|
$
|
53
|
|
|
$
|
22
|
|
|
$
|
421
|
|
Share of net earnings/(loss) of equity affiliates
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
9
|
|
|||||||
Segment assets
(3)
|
3,993
|
|
|
2,886
|
|
|
2,727
|
|
|
646
|
|
|
914
|
|
|
4,712
|
|
|
15,878
|
|
|||||||
Investment in equity affiliates
|
10
|
|
|
15
|
|
|
19
|
|
|
—
|
|
|
166
|
|
|
52
|
|
|
262
|
|
|||||||
Expenditures for property (including business acquisitions)
|
103
|
|
|
184
|
|
|
52
|
|
|
65
|
|
|
46
|
|
|
70
|
|
|
520
|
|
(Millions)
Reportable Business Segments
|
Performance
Coatings
|
|
Industrial
Coatings
|
|
Architectural
Coatings –
EMEA
|
|
Optical
and
Specialty
Materials
|
|
Glass
|
|
Corporate /
Eliminations /
Non-
Segment
Items
(1)
|
|
Consolidated
Totals
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Net sales to external customers
|
$
|
4,626
|
|
|
$
|
4,158
|
|
|
$
|
2,104
|
|
|
$
|
1,204
|
|
|
$
|
1,061
|
|
|
$
|
—
|
|
|
$
|
13,153
|
|
Intersegment net sales
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||||||
Total net sales
|
$
|
4,626
|
|
|
$
|
4,158
|
|
|
$
|
2,104
|
|
|
$
|
1,207
|
|
|
$
|
1,061
|
|
|
$
|
(3
|
)
|
|
$
|
13,153
|
|
Segment income
|
$
|
673
|
|
|
$
|
438
|
|
|
$
|
123
|
|
|
$
|
326
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
1,657
|
|
Legacy items
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66
|
)
|
|||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(168
|
)
|
|||||||
Corporate unallocated
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(201
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,222
|
|
||||||
Depreciation and amortization (See Note 1)
|
$
|
115
|
|
|
$
|
90
|
|
|
$
|
113
|
|
|
$
|
36
|
|
|
$
|
52
|
|
|
$
|
19
|
|
|
$
|
425
|
|
Share of net earnings of equity affiliates
|
2
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
24
|
|
|
7
|
|
|
36
|
|
|||||||
Segment assets
(3)
|
4,017
|
|
|
2,614
|
|
|
2,626
|
|
|
610
|
|
|
919
|
|
|
3,596
|
|
|
14,382
|
|
|||||||
Investment in equity affiliates
|
12
|
|
|
12
|
|
|
20
|
|
|
—
|
|
|
170
|
|
|
47
|
|
|
261
|
|
|||||||
Expenditures for property (including business acquisitions)
|
79
|
|
|
73
|
|
|
48
|
|
|
54
|
|
|
56
|
|
|
130
|
|
|
440
|
|
(Millions)
|
|
|
|
|
|
||||||||
Geographic Information
|
2013
|
|
2012
|
|
2011
|
||||||||
Net sales
(4)
|
|
|
|
|
|
||||||||
|
The Americas
|
|
|
|
|
|
|||||||
|
|
United States
|
$
|
6,147
|
|
|
$
|
5,046
|
|
|
$
|
4,647
|
|
|
|
Other Americas
|
1,498
|
|
|
1,107
|
|
|
1,044
|
|
|||
|
Europe, Middle East and Africa (“EMEA”)
|
4,864
|
|
|
4,839
|
|
|
5,043
|
|
||||
|
Asia Pacific
|
2,599
|
|
|
2,520
|
|
|
2,419
|
|
||||
|
|
Total
|
$
|
15,108
|
|
|
$
|
13,512
|
|
|
$
|
13,153
|
|
Segment income
|
|
|
|
|
|
||||||||
|
The Americas
|
|
|
|
|
|
|||||||
|
|
United States
|
$
|
1,173
|
|
|
$
|
976
|
|
|
$
|
807
|
|
|
|
Other Americas
|
136
|
|
|
98
|
|
|
73
|
|
|||
|
EMEA
|
514
|
|
|
475
|
|
|
454
|
|
||||
|
Asia Pacific
|
367
|
|
|
341
|
|
|
323
|
|
||||
|
|
Total
|
$
|
2,190
|
|
|
$
|
1,890
|
|
|
$
|
1,657
|
|
Property—net
|
|
|
|
|
|
||||||||
|
The Americas
|
|
|
|
|
|
|||||||
|
|
United States
|
$
|
1,285
|
|
|
$
|
1,379
|
|
|
$
|
1,345
|
|
|
|
Other Americas
|
153
|
|
|
100
|
|
|
98
|
|
|||
|
EMEA
|
935
|
|
|
903
|
|
|
841
|
|
||||
|
Asia Pacific
|
503
|
|
|
506
|
|
|
437
|
|
||||
|
|
Total
|
$
|
2,876
|
|
|
$
|
2,888
|
|
|
$
|
2,721
|
|
(1)
|
Corporate intersegment net sales represent intersegment net sales eliminations. Corporate unallocated costs include the costs of corporate staff functions not directly associated with the operating segments, certain legal and insurance costs and stock-based compensation expense.
|
(2)
|
Legacy items include current costs related to former operations of the Company, including certain environmental remediation, pension and other postretirement benefit costs, legal costs and certain charges which are considered to be non-recurring. The Legacy items for 2013 and 2012 include environmental remediation pretax charges of
$101 million
and
$159 million
, respectively. These charges relate to continued environmental remediation activities at legacy chemicals sites, primarily at PPG's former Jersey City, N.J. chromium manufacturing plant and associated sites (See Note 14). Legacy items also include equity earnings from PPG’s approximate
40%
investment in the former automotive glass and services business.
|
(3)
|
Segment assets are the total assets used in the operation of each segment. Corporate assets are principally cash and cash equivalents, cash held in escrow, short term investments, deferred tax assets and the approximate
40%
investment in the former automotive glass and services business. Non-segment items for 2012 and 2011 also includes the assets of the former commodity chemicals business which has been recast as discontinued operations in the Consolidated Statement of Income (See Note 22).
|
(4)
|
Net sales to external customers are attributed to geographic regions based upon the location of the operating unit shipping the product.
|
(5)
|
Acquisition-related costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred to effect significant acquisitions.
|
|
Year-ended
|
||||||||||
Millions
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
108
|
|
|
$
|
1,688
|
|
|
$
|
1,732
|
|
Income from operations, before income tax
|
$
|
—
|
|
|
$
|
345
|
|
|
$
|
376
|
|
Net gain from separation and merger of commodity chemicals business
|
2,192
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
(5
|
)
|
|
117
|
|
|
126
|
|
|||
Income from discontinued operations, net of tax
|
$
|
2,197
|
|
|
$
|
228
|
|
|
$
|
250
|
|
Less: Net income attributable to non-controlling interests, discontinued operations
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
(13
|
)
|
Net income from discontinued operations (attributable to PPG)
|
$
|
2,197
|
|
|
$
|
215
|
|
|
$
|
237
|
|
|
December 31, 2012
|
||
Millions
|
|||
Cash
|
$
|
29
|
|
Receivables
|
245
|
|
|
Inventory
|
76
|
|
|
Other current assets
|
23
|
|
|
Property, plant, and equipment
|
380
|
|
|
Goodwill
|
6
|
|
|
Other non-current assets
|
29
|
|
|
Total assets of the commodity chemicals business
|
$
|
788
|
|
Accounts payable
|
(100
|
)
|
|
Other current liabilities
|
(91
|
)
|
|
Accrued pensions and other post-retirement benefits
|
(233
|
)
|
|
Environmental contingencies
|
(31
|
)
|
|
Other long-term liabilities
|
(59
|
)
|
|
Noncontrolling interests
|
$
|
(18
|
)
|
Net assets of the commodity chemicals business
|
$
|
256
|
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Changes in internal control over financial reporting.
|
(c)
|
Management report on internal control over financial reporting.
|
|
Page
|
(Millions)
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expenses
|
|
Deductions
(1)
|
|
Balance at
End of
Year
|
||||||||
2013
|
$
|
77
|
|
|
$
|
33
|
|
|
$
|
(36
|
)
|
|
$
|
74
|
|
2012
|
$
|
71
|
|
|
$
|
24
|
|
|
$
|
(18
|
)
|
|
$
|
77
|
|
2011
(2)
|
$
|
91
|
|
|
$
|
31
|
|
|
$
|
(51
|
)
|
|
$
|
71
|
|
(1)
|
Notes and accounts receivable written off as uncollectible, net of recoveries, amounts attributable to divestitures and changes attributable to foreign currency translation.
|
(2)
|
Expenses and deductions during 2011 were elevated by
$9 million
due to a U.K. based retail do-it-yourself customer who filed for bankruptcy during the second quarter of 2011.
|
|
2.1
|
Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
|
2.2
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on September 5, 2012.
|
|
2.3
|
Sale and Purchase Agreement, dated December 13, 2012, between Akzo Nobel N.V. and PPG Industries, Inc., was filed as Exhibit 2.3 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
|
2.4
|
Transaction Agreement by and among PPG Industries, Inc., PPG Industries Securities, LLC, PPG Luxembourg Finance S.àR.L., Group 26 Diversified Holdings Ireland, and Essilor International (Compagnie Generale D'Optique) S.A. was filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013.
|
|
3
|
PPG Industries, Inc., Restated Articles of Incorporation, as amended, were filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2012.
|
|
3.1
|
PPG Industries, Inc., Bylaws, as amended and restated on April 19, 2007, were filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007.
|
|
4
|
Indenture, dated as of Aug. 1, 1982, was filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.1
|
First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.2
|
Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.3
|
Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.4
|
Indenture, dated as of June 24, 2005, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 20, 2005.
|
|
4.5
|
Indenture, dated as of March 18, 2008, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
|
|
4.6
|
Supplemental Indenture, dated as of March 18, 2008, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
|
|
4.7
|
Second Supplemental Indenture, dated as of November 12, 2010, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 12, 2010.
|
|
4.8
|
Third Supplemental Indenture, dated as of August 3, 2012, was filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 3, 2012.
|
*
|
10
|
PPG Industries, Inc. Nonqualified Retirement Plan, as amended and restated September 24, 2008, was filed as Exhibit 10 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2011.
|
*
|
10.1
|
Form of Change in Control Employment Agreement entered into with executives prior to January 1, 2008, as amended, was filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
*
|
10.2
|
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2008 through December 31, 2009, was filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
*
|
10.3
|
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2010, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2009.
|
*
|
10.4
|
Form of Change in Control Employment Agreement entered into with executives on or after June 30, 2012 was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
*
|
10.5
|
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred prior to January 1, 2005, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1997.
|
*
|
10.6
|
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended February 15, 2006, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
|
*
|
10.7
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective July 14, 2004, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
|
*
|
10.8
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended and restated September 24, 2008, was filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.9
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or prior to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.10
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.11
|
PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 16, 2005.
|
*
|
10.12
|
PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended April 20, 2006, was filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.13
|
PPG Industries, Inc. Management Award Plan, as amended April 20, 2006, was filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.14
|
PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended July 20, 2005, was filed as Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.
|
*
|
10.15
|
PPG Industries, Inc. Omnibus Incentive Plan was filed as Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
|
*
|
10.16
|
PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex A to the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders filed on March 10, 2011.
|
*
|
10.17
|
Form of Non-Qualified Option Agreement for Directors was filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated February 15, 2005.
|
*
|
10.18
|
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.19
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.20
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.21
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.22
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.23
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.24
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.25
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.26
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.27
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.28
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.29
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.30
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.31
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.32
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.33
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.34
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.35
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.36
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.37
|
Form of letter to certain executives regarding 2008 deferred compensation plan elections, was filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
|
10.38
|
Five-Year Credit Agreement among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citigroup Global Markets Inc. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., Citigroup Global Markets Inc., and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed on September 13, 2012.
|
|
10.39
|
Separation Agreement, dated as of July 18, 2012, by and between PPG Industries, Inc. and Eagle Spinco Inc., was filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
*
|
10.40
|
Letter Agreement with Frank S. Sklarsky, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
†
|
12
|
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended December 31, 2013.
|
†
|
13.1
|
Market Information, Dividends and Holders of Common Stock.
|
†
|
13.2
|
Selected Financial Data for the Five Years Ended December 31, 2013.
|
†
|
21
|
Subsidiaries of the Registrant.
|
†
|
23.1
|
Consent of PricewaterhouseCoopers LLP
|
†
|
23.2
|
Consent of Deloitte & Touche LLP
|
†
|
24
|
Powers of Attorney.
|
†
|
31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**
|
101.INS
|
XBRL Instance Document
|
**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
|
Filed herewith.
|
*
|
|
Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.
|
**
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, 2013: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts.
|
|
PPG INDUSTRIES, INC.
(Registrant)
|
|
|
|
|
|
By
|
/s/ Frank S. Sklarsky
|
|
|
Frank S. Sklarsky,
Executive Vice President
and Chief Financial Officer
|
Signature.
|
|
Capacity
|
|
|||||
|
|
|||||||
/s/ Charles E. Bunch
|
|
Director, Chairman and Chief Executive Officer
|
|
|
|
|||
Charles E. Bunch
|
|
|
|
|
|
|
|
|
|
|
|||||||
/s/ Frank S. Sklarsky
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
|
|||
Frank S. Sklarsky
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
S. F. Angel
|
|
Director
|
|
|
|
|
|
|
J. G. Berges
|
|
Director
|
|
|
|
|
|
|
J. V. Faraci
|
|
Director
|
|
|
|
|
|
|
H. Grant
|
|
Director
|
|
|
|
|
|
|
V. F. Haynes
|
|
Director
|
|
|
|
|
|
|
M. J. Hooper
|
|
Director
|
|
|
|
By
|
|
/s/ Frank S. Sklarsky
|
R. Mehrabian
|
|
Director
|
|
|
|
|
|
Frank S. Sklarsky,
Attorney-in-Fact
|
M. H. Richenhagen
|
|
Director
|
|
|
|
|
|
|
R. Ripp
|
|
Director
|
|
|
|
|
|
|
T. J. Usher
|
|
Director
|
|
|
|
|
|
|
D. R. Whitwam
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
|
2.2
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on September 5, 2012.
|
|
2.3
|
Sale and Purchase Agreement, dated December 13, 2012, between Akzo Nobel N.V. and PPG Industries, Inc., was filed as Exhibit 2.3 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
|
2.4
|
Transaction Agreement by and among PPG Industries, Inc., PPG Industries Securities, LLC, PPG Luxembourg Finance S.àR.L., Group 26 Diversified Holdings Ireland, and Essilor International (Compagnie Generale D'Optique) S.A. was filed as Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2013.
|
|
3
|
PPG Industries, Inc., Restated Articles of Incorporation, as amended, were filed as Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2012.
|
|
3.1
|
PPG Industries, Inc., Bylaws, as amended and restated on April 19, 2007, were filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007.
|
|
4
|
Indenture, dated as of Aug. 1, 1982, was filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.1
|
First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.2
|
Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.3
|
Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998.
|
|
4.4
|
Indenture, dated as of June 24, 2005, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 20, 2005.
|
|
4.5
|
Indenture, dated as of March 18, 2008, was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
|
|
4.6
|
Supplemental Indenture, dated as of March 18, 2008, was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
|
|
4.7
|
Second Supplemental Indenture, dated as of November 12, 2010, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 12, 2010.
|
|
4.8
|
Third Supplemental Indenture, dated as of August 3, 2012, was filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 3, 2012.
|
*
|
10
|
PPG Industries, Inc. Nonqualified Retirement Plan, as amended and restated September 24, 2008, was filed as Exhibit 10 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2011.
|
*
|
10.1
|
Form of Change in Control Employment Agreement entered into with executives prior to January 1, 2008, as amended, was filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
*
|
10.2
|
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2008 through December 31, 2009, was filed as Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
*
|
10.3
|
Form of Change in Control Employment Agreement entered into with executives on or after January 1, 2010, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2009.
|
*
|
10.4
|
Form of Change in Control Employment Agreement entered into with executives on or after June 30, 2012, was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
*
|
10.5
|
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred prior to January 1, 2005, was filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1997.
|
*
|
10.6
|
PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended February 15, 2006, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
|
*
|
10.7
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred prior to January 1, 2005, as amended effective July 14, 2004, was filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004.
|
*
|
10.8
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended and restated September 24, 2008, was filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.9
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or prior to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.10
|
PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after to January 1, 2005, as amended and restated effective January 1, 2011, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.11
|
PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 16, 2005.
|
*
|
10.12
|
PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended April 20, 2006, was filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.13
|
PPG Industries, Inc. Management Award Plan, as amended April 20, 2006, was filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.14
|
PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended July 20, 2005, was filed as Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2005.
|
*
|
10.15
|
PPG Industries, Inc. Omnibus Incentive Plan was filed as Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
|
*
|
10.16
|
PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan, was filed as Annex A to the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders filed on March 10, 2011.
|
*
|
10.17
|
Form of Non-Qualified Option Agreement for Directors was filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated February 15, 2005.
|
*
|
10.18
|
Form of Time-Vested Restricted Stock Unit Award Agreement for Directors, was filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.19
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2008.
|
*
|
10.20
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.21
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.22
|
Form of Non-Qualified Stock Option Award Agreement, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.23
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.24
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.25
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.26
|
Form of TSR Share Award Agreement, was filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.27
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.28
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.29
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.30
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.31
|
Form of Performance-Based Restricted Stock Unit Award Agreement, was filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.32
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2012.
|
*
|
10.33
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees, was filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.34
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.
|
*
|
10.35
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.
|
*
|
10.36
|
Form of Time-Vested Restricted Stock Unit Award Agreement, was filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
*
|
10.37
|
Form of letter to certain executives regarding 2008 deferred compensation plan elections, was filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.
|
|
10.38
|
Five-Year Credit Agreement among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citigroup Global Markets Inc. and PNC Bank, National Association, as co-syndication agents; and J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., Citigroup Global Markets Inc., and PNC Capital Markets LLC, as co-lead arrangers and co-bookrunners, was filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed on September 13, 2012.
|
|
10.39
|
Separation Agreement, dated as of July 18, 2012, by and between PPG Industries, Inc. and Eagle Spinco Inc., was filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
*
|
10.40
|
Letter Agreement with Frank S. Sklarsky, was filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2013.
|
†
|
12
|
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended December 31, 2013.
|
†
|
13.1
|
Market Information, Dividends and Holders of Common Stock.
|
†
|
13.2
|
Selected Financial Data for the Five Years Ended December 31, 2013.
|
†
|
21
|
Subsidiaries of the Registrant.
|
†
|
23.1
|
Consent of PricewaterhouseCoopers LLP
|
†
|
23.2
|
Consent of Deloitte & Touche LLP
|
†
|
24
|
Powers of Attorney.
|
†
|
31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**
|
101.INS
|
XBRL Instance Document
|
**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
|
Filed herewith.
|
*
|
|
Management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.
|
**
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) as of and for the year ended December 31, 2013: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|