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Pennsylvania
|
|
25-0730780
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One PPG Place, Pittsburgh, Pennsylvania
|
|
15272
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
PAGE(S)
|
|
||
Item 1.
|
|
|
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
Signature
|
|
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Net sales
|
$
|
3,331
|
|
|
$
|
3,333
|
|
Cost of sales, exclusive of depreciation and amortization
|
1,947
|
|
|
1,946
|
|
||
Selling, general and administrative
|
797
|
|
|
823
|
|
||
Depreciation
|
81
|
|
|
79
|
|
||
Amortization (Note 7)
|
26
|
|
|
29
|
|
||
Research and development
|
115
|
|
|
110
|
|
||
Interest expense
|
53
|
|
|
51
|
|
||
Interest income
|
(10
|
)
|
|
(10
|
)
|
||
Business restructuring (Note 8)
|
—
|
|
|
208
|
|
||
Asbestos settlement – net (Note 20)
|
3
|
|
|
3
|
|
||
Other charges (Note 20)
|
25
|
|
|
170
|
|
||
Other earnings
|
(24
|
)
|
|
(29
|
)
|
||
Income (loss) before income taxes
|
318
|
|
|
(47
|
)
|
||
Income tax expense (benefit) (Note 12)
|
64
|
|
|
(31
|
)
|
||
Income (loss) from continuing operations
|
254
|
|
|
(16
|
)
|
||
Income from discontinued operations, net of income taxes (Note 5)
|
2,191
|
|
|
67
|
|
||
Net income attributable to the controlling and noncontrolling interests
|
2,445
|
|
|
51
|
|
||
Less: Net income attributable to noncontrolling interests
|
(35
|
)
|
|
(38
|
)
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
|
|
|
||||
Amounts attributable to PPG:
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
Income from discontinued operations, net of tax (Note 5)
|
2,191
|
|
|
63
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
|
|
|
||||
Earnings per common share (Note 11):
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
1.50
|
|
|
$
|
(0.33
|
)
|
Income from discontinued operations, net of tax
|
14.99
|
|
|
0.41
|
|
||
Net income (attributable to PPG)
|
$
|
16.49
|
|
|
$
|
0.08
|
|
Earnings per common share – assuming dilution (Note 11):
|
|
|
|
||||
Income (loss) from continuing operations, net of tax
|
$
|
1.48
|
|
|
$
|
(0.32
|
)
|
Income from discontinued operations, net of tax
|
14.83
|
|
|
0.40
|
|
||
Net income (attributable to PPG)
|
$
|
16.31
|
|
|
$
|
0.08
|
|
|
|
|
|
||||
Dividends per common share
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Net income attributable to the controlling and noncontrolling interests
|
$
|
2,445
|
|
|
$
|
51
|
|
Other comprehensive income, net of tax (Note 15):
|
|
|
|
||||
Pension and other postretirement benefits
|
181
|
|
|
8
|
|
||
Unrealized currency translation adjustment
|
(131
|
)
|
|
137
|
|
||
Net change – derivatives
|
5
|
|
|
6
|
|
||
Other comprehensive income, net of tax
|
$
|
55
|
|
|
$
|
151
|
|
Total comprehensive income
|
2,500
|
|
|
202
|
|
||
Less: amounts attributable to noncontrolling interests:
|
|
|
|
||||
Net income
|
(35
|
)
|
|
(38
|
)
|
||
Unrealized currency translation adjustment
|
3
|
|
|
(4
|
)
|
||
Comprehensive income attributable to PPG
|
$
|
2,468
|
|
|
$
|
160
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,021
|
|
|
$
|
1,306
|
|
Short-term investments
|
359
|
|
|
1,087
|
|
||
Receivables (less allowance for doubtful accounts of
$75 and $77)
|
2,824
|
|
|
2,813
|
|
||
Inventories (Note 6)
|
1,698
|
|
|
1,687
|
|
||
Other
|
824
|
|
|
822
|
|
||
Total current assets
|
7,726
|
|
|
7,715
|
|
||
Property (net of accumulated depreciation of $4,581 and $6,142)
|
2,461
|
|
|
2,888
|
|
||
Investments
|
418
|
|
|
422
|
|
||
Goodwill (Note 7)
|
2,694
|
|
|
2,761
|
|
||
Identifiable intangible assets - net (Note 7)
|
1,033
|
|
|
1,085
|
|
||
Other assets
|
1,044
|
|
|
1,007
|
|
||
Total
|
$
|
15,376
|
|
|
$
|
15,878
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt and current portion of long-term debt (Note 9)
|
$
|
48
|
|
|
$
|
642
|
|
Asbestos settlement (Note 20)
|
680
|
|
|
683
|
|
||
Accounts payable and accrued liabilities
|
2,949
|
|
|
3,061
|
|
||
Business restructuring (Note 8)
|
50
|
|
|
75
|
|
||
Total current liabilities
|
3,727
|
|
|
4,461
|
|
||
Long-term debt (Note 9)
|
3,353
|
|
|
3,368
|
|
||
Asbestos settlement (Note 20)
|
240
|
|
|
237
|
|
||
Deferred income taxes
|
235
|
|
|
231
|
|
||
Accrued pensions (Note 13)
|
880
|
|
|
1,057
|
|
||
Other postretirement benefits (Note 13)
|
1,097
|
|
|
1,287
|
|
||
Other liabilities
|
803
|
|
|
915
|
|
||
Total liabilities
|
10,335
|
|
|
11,556
|
|
||
Commitments and contingent liabilities (Note 20)
|
|
|
|
||||
Shareholders’ equity (Note 14):
|
|
|
|
||||
Common stock
|
484
|
|
|
484
|
|
||
Additional paid-in capital
|
888
|
|
|
870
|
|
||
Retained earnings
|
12,196
|
|
|
9,871
|
|
||
Treasury stock, at cost
|
(7,173
|
)
|
|
(5,496
|
)
|
||
Accumulated other comprehensive loss
|
(1,608
|
)
|
|
(1,666
|
)
|
||
Total PPG shareholders’ equity
|
4,787
|
|
|
4,063
|
|
||
Noncontrolling interests
|
254
|
|
|
259
|
|
||
Total shareholders’ equity
|
5,041
|
|
|
4,322
|
|
||
Total
|
$
|
15,376
|
|
|
$
|
15,878
|
|
(Millions)
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net income attributable to controlling and noncontrolling interests
|
$
|
2,445
|
|
|
$
|
51
|
|
Less: Income from discontinued operations, net of income taxes (Note 5)
|
(2,191
|
)
|
|
(67
|
)
|
||
Income (loss) from continuing operations
|
254
|
|
|
(16
|
)
|
||
Adjustments to reconcile net income to cash from operations:
|
|
|
|
||||
Depreciation and amortization
|
107
|
|
|
108
|
|
||
Pension expense (Note 13)
|
31
|
|
|
36
|
|
||
Canadian Pension Settlement Charge (Note 13)
|
18
|
|
|
—
|
|
||
Business restructuring (Note 8)
|
—
|
|
|
208
|
|
||
Environmental remediation charge (Note 20)
|
12
|
|
|
159
|
|
||
Equity affiliate earnings, net of dividends
|
6
|
|
|
(2
|
)
|
||
Asbestos settlement, net of tax
|
2
|
|
|
2
|
|
||
Cash contributions to pension plans
|
(15
|
)
|
|
(16
|
)
|
||
Restructuring cash spending (Note 8)
|
(23
|
)
|
|
(7
|
)
|
||
Change in certain asset and liability accounts:
|
|
|
|
||||
Increase in receivables
|
(324
|
)
|
|
(286
|
)
|
||
Increase in inventories
|
(109
|
)
|
|
(129
|
)
|
||
Increase in other current assets
|
(40
|
)
|
|
(14
|
)
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
(18
|
)
|
|
14
|
|
||
(Increase) decrease in noncurrent assets
|
(46
|
)
|
|
1
|
|
||
Increase (decrease) in noncurrent liabilities
|
13
|
|
|
(12
|
)
|
||
Change in accrued tax and interest
|
25
|
|
|
(70
|
)
|
||
Other
|
14
|
|
|
4
|
|
||
Cash (used for) operating activities - Continuing Operations
|
(93
|
)
|
|
(20
|
)
|
||
Cash from operating activities - Discontinued Operations
|
4
|
|
|
18
|
|
||
Cash used for operating activities
|
(89
|
)
|
|
(2
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital spending:
|
|
|
|
||||
Additions to property and long-term investments
|
(65
|
)
|
|
(57
|
)
|
||
Business acquisitions, net of cash balances acquired (Note 4)
|
—
|
|
|
(44
|
)
|
||
Proceeds from separation and merger of commodity chemicals business, net (Note 5)
|
940
|
|
|
—
|
|
||
Deposit of cash into escrow (Note 4)
|
—
|
|
|
(26
|
)
|
||
Release of cash held in escrow
|
—
|
|
|
19
|
|
||
Purchase of short-term investments
|
(225
|
)
|
|
(50
|
)
|
||
Proceeds from maturity of short-term investments
|
987
|
|
|
—
|
|
||
Payments on cross currency swap contracts
|
(23
|
)
|
|
(41
|
)
|
||
Reductions of other property and investments
|
1
|
|
|
29
|
|
||
Cash from (used for) investing activities - Continuing Operations
|
1,615
|
|
|
(170
|
)
|
||
Cash used for investing activities - Discontinued Operations
|
(1
|
)
|
|
(11
|
)
|
||
Cash from (used for) investing activities
|
1,614
|
|
|
(181
|
)
|
||
Financing activities:
|
|
|
|
||||
Debt:
|
|
|
|
||||
Net change in borrowings with maturities of three months or less
|
6
|
|
|
21
|
|
||
Proceeds from other debt
|
1
|
|
|
—
|
|
||
Repayment of long-term debt (Note 9)
|
(600
|
)
|
|
(71
|
)
|
||
Repayment of acquired debt (Note 9)
|
—
|
|
|
(104
|
)
|
||
Repayment of other debt
|
(1
|
)
|
|
(1
|
)
|
||
Other financing activities:
|
|
|
|
||||
Issuance of treasury stock (Note 14)
|
32
|
|
|
50
|
|
||
Purchase of treasury stock (Note 14)
|
(140
|
)
|
|
(92
|
)
|
||
Dividends paid (Note 14)
|
(84
|
)
|
|
(87
|
)
|
||
Dividends paid on subsidiary common stock to noncontrolling interests (Note 14)
|
(18
|
)
|
|
(15
|
)
|
||
Other
|
4
|
|
|
(13
|
)
|
||
Cash used for financing activities - Continuing Operations
|
(800
|
)
|
|
(312
|
)
|
||
Cash used for financing activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash used for financing activities
|
(800
|
)
|
|
(312
|
)
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(10
|
)
|
|
16
|
|
||
Net increase (decrease) in cash and cash equivalents
|
715
|
|
|
(479
|
)
|
||
Cash and cash equivalents, beginning of period
|
1,306
|
|
|
1,457
|
|
||
Cash and cash equivalents, end of period
|
$
|
2,021
|
|
|
$
|
978
|
|
1.
|
Basis of Presentation
|
2.
|
New Accounting Standards
|
3.
|
Fair Value Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and restricted cash
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Foreign currency contracts
(1)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equity forward arrangement
(1)
|
—
|
|
|
129
|
|
|
—
|
|
|
129
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
(1)
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross currency swaps
(1)
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||
|
|
|
|
|
|
|
|
||||||||
At December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper and restricted cash
|
$
|
—
|
|
|
$
|
455
|
|
|
$
|
—
|
|
|
$
|
455
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Foreign currency contracts
(1)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Equity forward arrangement
(1)
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
(1)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross currency swaps
(1)
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
4.
|
Acquisitions
|
|
(Millions)
|
||
Cash
|
$
|
6
|
|
Current assets
|
131
|
|
|
Property, plant, and equipment
|
79
|
|
|
Goodwill
|
24
|
|
|
Other intangibles
|
26
|
|
|
Other non-current assets
|
19
|
|
|
Total assets
|
$
|
285
|
|
Short-term debt
|
(110
|
)
|
|
Current liabilities
|
(64
|
)
|
|
Long-term debt
|
(10
|
)
|
|
Other long-term liabilities
|
(19
|
)
|
|
Net assets
|
$
|
82
|
|
Total purchase price including cash in escrow and contingent payments
|
$
|
82
|
|
5.
|
Separation and Merger Transaction
|
|
Three Months
Ended March 31
|
||||||
Millions
|
2013
|
|
2012
|
||||
Net sales
|
$
|
108
|
|
|
$
|
419
|
|
|
|
|
|
||||
Income from operations
|
$
|
—
|
|
|
$
|
98
|
|
Net gain from separation and merger of commodity chemicals business
|
2,192
|
|
|
—
|
|
||
Income tax expense
|
(1
|
)
|
|
(31
|
)
|
||
Income from discontinued operations, net of tax
|
$
|
2,191
|
|
|
$
|
67
|
|
Less: Net income attributable to non-controlling interests, discontinued operations
|
—
|
|
|
(4
|
)
|
||
Net income from discontinued operations (attributable to PPG)
|
$
|
2,191
|
|
|
$
|
63
|
|
|
December 31,
|
||
Millions
|
2012
|
||
Cash
|
$
|
29
|
|
Receivables
|
245
|
|
|
Inventory
|
76
|
|
|
Other current assets
|
23
|
|
|
Property, plant, and equipment
|
380
|
|
|
Goodwill
|
6
|
|
|
Other non-current assets
|
29
|
|
|
Total assets of the commodity chemicals business
|
$
|
788
|
|
Accounts payable
|
(100
|
)
|
|
Other current liabilities
|
(91
|
)
|
|
Accrued pensions and other post-retirement benefits
|
(233
|
)
|
|
Environmental contingencies
|
(31
|
)
|
|
Other long-term liabilities
|
(59
|
)
|
|
Noncontrolling interests
|
$
|
(18
|
)
|
Net assets of the commodity chemicals business
|
$
|
256
|
|
6.
|
Inventories
|
|
March 31, 2013
|
|
December 31, 2012
|
||||
|
(Millions)
|
||||||
Finished products
|
$
|
1,033
|
|
|
$
|
980
|
|
Work in process
|
153
|
|
|
144
|
|
||
Raw materials
|
443
|
|
|
443
|
|
||
Supplies
|
69
|
|
|
120
|
|
||
Total
|
$
|
1,698
|
|
|
$
|
1,687
|
|
7.
|
Goodwill and Other Identifiable Intangible Assets
|
|
Performance
Coatings
|
|
Industrial
Coatings
|
|
Architectural
Coatings –
EMEA
|
|
Optical
and
Specialty
Materials
|
|
Commodity
Chemicals
|
|
Glass
|
|
Total
|
||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||
Balance, Dec. 31, 2012
|
$
|
1,173
|
|
|
$
|
512
|
|
|
$
|
970
|
|
|
$
|
48
|
|
|
$
|
6
|
|
|
$
|
52
|
|
|
$
|
2,761
|
|
Acquisitions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Separation of commodity chemicals (Note 5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Currency
|
(16
|
)
|
|
(11
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(62
|
)
|
|||||||
Balance, March 31, 2013
|
$
|
1,157
|
|
|
$
|
502
|
|
|
$
|
937
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
2,694
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Acquired technology
|
$
|
508
|
|
|
$
|
(342
|
)
|
|
$
|
166
|
|
|
$
|
516
|
|
|
$
|
(342
|
)
|
|
$
|
174
|
|
Customer-related intangibles
|
962
|
|
|
(476
|
)
|
|
486
|
|
|
1,010
|
|
|
(491
|
)
|
|
519
|
|
||||||
Tradenames
|
114
|
|
|
(54
|
)
|
|
60
|
|
|
120
|
|
|
(57
|
)
|
|
63
|
|
||||||
Other
|
30
|
|
|
(25
|
)
|
|
5
|
|
|
34
|
|
|
(29
|
)
|
|
5
|
|
||||||
Balance
|
$
|
1,614
|
|
|
$
|
(897
|
)
|
|
$
|
717
|
|
|
$
|
1,680
|
|
|
$
|
(919
|
)
|
|
$
|
761
|
|
8.
|
Business Restructuring
|
(Millions, except no. of employees)
|
Severance
and Other
Costs
|
|
Pension
Curtailment
(Gains)/Losses
|
|
Asset
Write-offs
|
|
Total
Reserve
|
|
Employees
Impacted
|
|||||||||
Performance Coatings
|
$
|
55
|
|
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
68
|
|
|
867
|
|
Industrial Coatings
|
38
|
|
|
(1
|
)
|
|
8
|
|
|
45
|
|
|
394
|
|
||||
Architectural Coatings - EMEA
|
61
|
|
|
(5
|
)
|
|
3
|
|
|
59
|
|
|
881
|
|
||||
Optical & Specialty Materials
|
2
|
|
|
—
|
|
|
30
|
|
|
32
|
|
|
50
|
|
||||
Glass
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
36
|
|
||||
Corporate
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
||||
Total
|
$
|
160
|
|
|
$
|
(5
|
)
|
|
$
|
53
|
|
|
$
|
208
|
|
|
2,232
|
|
Activity to date
|
(106
|
)
|
|
5
|
|
|
(53
|
)
|
|
(154
|
)
|
|
(1,909
|
)
|
||||
Currency Impact
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Balance as of March 31, 2013
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
323
|
|
9.
|
Debt
|
10.
|
Investments
|
11.
|
Earnings Per Common Share
|
|
Three Months
Ended March 31 |
|
||||||
(Millions, except per share amounts)
|
2013
|
|
2012
|
|
||||
Earnings per common share (attributable to PPG)
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
|
Income from discontinued operations, net of tax
|
2,191
|
|
|
63
|
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
Weighted average common shares outstanding
|
146.1
|
|
|
152.8
|
|
|
||
Earnings per common share (attributable to PPG):
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
1.50
|
|
|
$
|
(0.33
|
)
|
|
Income from discontinued operations, net of tax
|
14.99
|
|
|
0.41
|
|
|
||
Net income (attributable to PPG)
|
$
|
16.49
|
|
|
$
|
0.08
|
|
|
Earnings per common share - assuming dilution (attributable to PPG)
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
219
|
|
|
$
|
(50
|
)
|
|
Income from discontinued operations, net of tax
|
2,191
|
|
|
63
|
|
|
||
Net income (attributable to PPG)
|
$
|
2,410
|
|
|
$
|
13
|
|
|
Weighted average common shares outstanding
|
146.1
|
|
|
152.8
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
0.9
|
|
|
0.9
|
|
|
||
Other stock compensation plans
|
0.7
|
|
|
0.8
|
|
|
||
Potentially dilutive common shares
|
1.6
|
|
|
1.7
|
|
|
||
Adjusted weighted average common shares outstanding
|
147.7
|
|
|
154.5
|
|
|
||
Earnings per common share - assuming dilution (attributable to PPG):
|
|
|
|
|
||||
Income from continuing operations, net of tax
|
$
|
1.48
|
|
|
$
|
(0.32
|
)
|
|
Income from discontinued operations, net of tax
|
14.83
|
|
|
0.40
|
|
|
||
Net income (attributable to PPG)
|
$
|
16.31
|
|
|
$
|
0.08
|
|
|
|
Pensions
|
|
Other Postretirement Benefits
|
||||||||||||
|
Three Months
Ended March 31 |
|
Three Months
Ended March 31 |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(Millions)
|
|
(Millions)
|
||||||||||||
Service cost
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
52
|
|
|
56
|
|
|
12
|
|
|
14
|
|
||||
Expected return on plan assets
|
(64
|
)
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Amortization of actuarial losses
|
28
|
|
|
32
|
|
|
7
|
|
|
9
|
|
||||
Settlement losses
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic pension cost
|
$
|
49
|
|
|
$
|
36
|
|
|
$
|
22
|
|
|
$
|
27
|
|
14.
|
Shareholders’ Equity
|
(Millions)
|
Total PPG
Shareholders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
|
||||||
Balance, January 1, 2013
|
$
|
4,063
|
|
|
$
|
259
|
|
|
$
|
4,322
|
|
Net income
|
2,410
|
|
|
35
|
|
|
2,445
|
|
|||
Other comprehensive income, net of tax
|
58
|
|
|
(3
|
)
|
|
55
|
|
|||
Cash dividends
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
|||
Issuance of treasury stock
|
44
|
|
|
—
|
|
|
44
|
|
|||
Purchase of treasury stock
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
|||
Stock-based compensation activity
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Increase in treasury stock (Note 5)
|
(1,562
|
)
|
|
—
|
|
|
(1,562
|
)
|
|||
Reduction in non-controlling interests (Note 5)
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|||
Balance, March 31, 2013
|
$
|
4,787
|
|
|
$
|
254
|
|
|
$
|
5,041
|
|
(Millions)
|
Total PPG
Shareholders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
|
||||||
Balance, January 1, 2012
|
$
|
3,249
|
|
|
$
|
197
|
|
|
$
|
3,446
|
|
Net income
|
13
|
|
|
38
|
|
|
51
|
|
|||
Other comprehensive income, net of tax
|
147
|
|
|
4
|
|
|
151
|
|
|||
Cash dividends
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
|||
Issuance of treasury stock
|
58
|
|
|
—
|
|
|
58
|
|
|||
Purchase of treasury stock
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|||
Stock-based compensation activity
|
5
|
|
|
—
|
|
|
5
|
|
|||
Dividends paid on subsidiary common stock to noncontrolling interests
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||
Other changes in noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, March 31, 2012
|
$
|
3,293
|
|
|
$
|
223
|
|
|
$
|
3,516
|
|
15.
|
Accumulated Other Comprehensive Income
|
(Millions)
|
Unrealized
Currency
Translation
Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized
Gain (Loss) on
Derivatives
|
|
Accumulated
Other Comprehensive
(Loss) Income
|
||||||||||||||||||
Balance, December 31, 2012
|
|
$
|
6
|
|
|
|
|
$
|
(1,597
|
)
|
|
|
|
$
|
(75
|
)
|
|
|
$
|
(1,666
|
)
|
||||
Current year deferrals to AOCI
|
(128
|
)
|
|
|
127
|
|
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
|
||||||||
Separation and Merger Transaction
|
—
|
|
|
|
33
|
|
(3)
|
|
|
4
|
|
(3)
|
|
|
37
|
|
|
||||||||
Reclassifications from AOCI to Net income
|
—
|
|
|
|
21
|
|
(1)
|
|
|
4
|
|
(2)
|
|
|
25
|
|
|
||||||||
Net Change
|
|
(128
|
)
|
|
|
|
181
|
|
|
|
|
5
|
|
|
|
58
|
|
||||||||
Balance, March 31, 2013
|
|
$
|
(122
|
)
|
|
|
|
$
|
(1,416
|
)
|
|
|
|
$
|
(70
|
)
|
|
|
$
|
(1,608
|
)
|
16.
|
Financial Instruments, Excluding Derivative Financial Instruments
|
17.
|
Derivative Financial Instruments and Hedge Activities
|
(Millions)
Hedge Type
|
Gain (Loss)
Deferred in
OCI
|
|
Gain (Loss) Recognized
|
||||||
Amount
|
|
Caption
|
|||||||
Fair Value
|
|
|
|
|
|
||||
Interest rate swaps
|
Not applicable
|
|
$
|
4
|
|
|
Interest expense
|
||
Foreign currency contracts (a)
|
Not applicable
|
|
—
|
|
|
Sales
|
|||
Equity forward arrangements (a)
|
Not applicable
|
|
(1
|
)
|
|
Asbestos - net
|
|||
Total Fair Value
|
|
|
$
|
3
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
||||
Forward starting swaps
|
—
|
|
|
(3
|
)
|
|
Interest expense
|
||
Foreign currency contracts (b)
|
(3
|
)
|
|
(3
|
)
|
|
Other charges
|
||
Total Cash Flow
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
|
|
Net Investment
|
|
|
|
|
|
||||
Cross currency swaps (c)
|
$
|
28
|
|
|
$
|
—
|
|
|
|
Foreign denominated debt
|
11
|
|
|
Not applicable
|
|
|
|||
Total Net Investment
|
$
|
39
|
|
|
|
|
|
||
Non-Hedge
|
|
|
|
|
|
||||
Foreign currency contracts
|
Not applicable
|
|
$
|
—
|
|
|
Other charges
|
||
Total Non-Hedge
|
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to each of these items was not greater than
$0.1 million
of income.
|
(b)
|
The ineffective portion related to this item was
$2 million
of expense.
|
(c)
|
The ineffective portion related to this item was
$1 million
of expense.
|
(Millions)
Hedge Type
|
Gain (Loss)
Deferred in OCI
|
|
Gain (Loss) Recognized
|
||||||
Amount
|
|
Caption
|
|||||||
Fair Value
|
|
|
|
|
|
||||
Interest rate swaps (a)
|
Not applicable
|
|
$
|
2
|
|
|
Interest expense
|
||
Foreign currency contracts (a)
|
Not applicable
|
|
—
|
|
|
Sales
|
|||
Equity forward arrangements (a)
|
Not applicable
|
|
18
|
|
|
Asbestos - net
|
|||
Total Fair Value
|
|
|
$
|
20
|
|
|
|
||
Cash Flow
|
|
|
|
|
|
||||
Natural gas swaps (a)
|
$
|
(4
|
)
|
|
$
|
(6
|
)
|
|
Cost of sales
|
Interest rate swaps of an equity method investee
|
—
|
|
|
—
|
|
|
Other earnings
|
||
Forward starting swaps (c)
|
8
|
|
|
—
|
|
|
|
||
Foreign currency contracts (b)
|
2
|
|
|
2
|
|
|
Other charges
|
||
Total Cash Flow
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
|
Net Investment
|
|
|
|
|
|
||||
Cross currency swaps (d)
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
|
Foreign denominated debt
|
(12
|
)
|
|
Not applicable
|
|
|
|||
Total Net Investment
|
$
|
(51
|
)
|
|
|
|
|
||
Non-Hedge
|
|
|
|
|
|
||||
Foreign currency contracts
|
Not applicable
|
|
$
|
—
|
|
|
Other charges
|
||
Total Non-Hedge
|
|
|
$
|
—
|
|
|
|
(a)
|
The ineffective portion related to each of these items was not greater than
$0.1 million
of income or expense.
|
(b)
|
The ineffective portion related to this item was
$3 million
of income.
|
(c)
|
The ineffective portion related to this item was less than
$0.6 million
of income.
|
(d)
|
The ineffective portion related to this item was
$0.4 million
of expense.
|
18.
|
Cash Flow Information
|
19.
|
Stock-Based Compensation
|
Risk free interest rate
|
1.3
|
%
|
Expected life of option in years
|
6.5
|
|
Expected dividend yield
|
3.2
|
%
|
Expected volatility
|
29.9
|
%
|
20.
|
Commitments and Contingent Liabilities
|
Remainder of 2013
|
$
|
10
|
|
2014
|
14
|
|
|
2015 – 2023
|
81
|
|
|
Total
|
$
|
105
|
|
|
Three Months
Ended March 31 |
||||||
Increase (decrease) in expense
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Change in fair value:
|
|
|
|
||||
PPG stock
|
$
|
(2
|
)
|
|
$
|
17
|
|
Equity forward instrument
|
2
|
|
|
(18
|
)
|
||
Accretion of asbestos liability
|
3
|
|
|
4
|
|
||
Asbestos settlement – net expense
|
$
|
3
|
|
|
$
|
3
|
|
21.
|
Reportable Segment Information
|
|
Three Months
Ended March 31 |
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Net sales:
|
|
|
|
||||
Performance Coatings
|
$
|
1,124
|
|
|
$
|
1,150
|
|
Industrial Coatings
|
1,183
|
|
|
1,076
|
|
||
Architectural Coatings - EMEA
|
454
|
|
|
517
|
|
||
Optical and Specialty Materials
|
314
|
|
|
334
|
|
||
Glass
|
256
|
|
|
256
|
|
||
Total (a)
|
$
|
3,331
|
|
|
$
|
3,333
|
|
Segment income:
|
|
|
|
||||
Performance Coatings
|
$
|
172
|
|
|
$
|
160
|
|
Industrial Coatings
|
178
|
|
|
150
|
|
||
Architectural Coatings - EMEA
|
20
|
|
|
16
|
|
||
Optical and Specialty Materials
|
99
|
|
|
109
|
|
||
Glass
|
5
|
|
|
8
|
|
||
Total
|
474
|
|
|
443
|
|
||
Legacy items (b)
|
(46
|
)
|
|
(175
|
)
|
||
Business restructuring (See Note 8)
|
—
|
|
|
(208
|
)
|
||
Acquisition-related costs (c)
|
(7
|
)
|
|
(6
|
)
|
||
Interest expense, net of interest income
|
(43
|
)
|
|
(41
|
)
|
||
Other unallocated corporate expense – net
|
(60
|
)
|
|
(60
|
)
|
||
Income (loss) from continuing operations before income taxes
|
$
|
318
|
|
|
$
|
(47
|
)
|
(a)
|
Intersegment net sales for the
three
months ended
March 31, 2013
and 2012 were not material.
|
(b)
|
Legacy items include current costs related to former operations of the Company, including pension and other postretirement benefit costs, certain charges for legal matters and environmental remediation costs, and certain charges which are considered to be unusual or non-recurring including the earnings impact of the proposed asbestos settlement. Legacy items also include equity earnings from PPG’s approximate
40 percent
investment in the former automotive glass and services business. The expense for the
three
months ended March 31, 2013 and 2012 includes nonrecurring environmental remediation pretax charges of
$12 million
and
$159 million
, respectively. The 2012 charge relates to continued environmental remediation activities at legacy chemicals sites, primarily at PPG’s former Jersey City, N.J. chromium manufacturing plant and associated sites. The expense for the three months ended March 31, 2013 include a pretax charge of
$18 million
for the settlement losses related to certain legacy Canadian glass pension plans.
|
(c)
|
For the
three
months ended
March 31, 2013
, the expense includes the flow-through cost of sales of the step up to fair value of inventory acquired from Spraylat and advisory, legal, accounting, valuation and other professional or consulting fees incurred in connection with acquisition activity. For the three months ended March 31, 2012, the expense represents the flow-through cost of sales of the step up to fair value of inventory acquired from Dyrup and Colpisa. These costs are considered to be unusual and non-recurring and do not reduce the segment earnings used to evaluate the performance of the operating segments.
|
22.
|
Subsequent Event
|
(Millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months ended March 31, 2013
|
Continuing Operations
|
|
Discontinued Operations
|
|
Net Income
|
||||||||||||||||||
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
||||||||||||
Net income (attributable to PPG)
|
|
$219
|
|
|
|
$1.48
|
|
|
|
$2,191
|
|
|
|
$14.83
|
|
|
|
$2,410
|
|
|
|
$16.31
|
|
Net income (attributable to PPG) includes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges related to business acquisitions
|
5
|
|
|
0.03
|
|
|
|
|
|
|
5
|
|
|
0.03
|
|
||||||||
Charges related to legacy pension settlements
|
13
|
|
|
0.09
|
|
|
|
|
|
|
13
|
|
|
0.09
|
|
||||||||
Charges related to legacy environmental remediation
|
8
|
|
|
0.05
|
|
|
|
|
|
|
8
|
|
|
0.05
|
|
||||||||
Impact of one time retroactive U.S. tax law change
|
(10
|
)
|
|
(0.07
|
)
|
|
|
|
|
|
(10
|
)
|
|
(0.07
|
)
|
||||||||
Adjusted net income
|
|
$235
|
|
|
|
$1.58
|
|
|
|
$2,191
|
|
|
|
$14.83
|
|
|
|
$2,426
|
|
|
|
$16.41
|
|
(Millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months ended March 31, 2012
|
Continuing Operations
|
|
Discontinued Operations
|
|
Net Income
|
||||||||||||||||||
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
|
Net Income
|
|
EPS
|
||||||||||||
Net income (attributable to PPG)
|
|
($50
|
)
|
|
|
($0.32
|
)
|
|
|
$63
|
|
|
|
$0.40
|
|
|
|
$13
|
|
|
|
$0.08
|
|
Net income (attributable to PPG) includes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charges related to business restructuring
|
163
|
|
|
1.06
|
|
|
|
|
|
|
163
|
|
|
1.06
|
|
||||||||
Charges related to environmental remediation
|
99
|
|
|
0.64
|
|
|
|
|
|
|
99
|
|
|
0.64
|
|
||||||||
Charges related to business acquisitions
|
4
|
|
|
0.03
|
|
|
|
|
|
|
4
|
|
|
0.03
|
|
||||||||
Adjusted net income
|
|
$216
|
|
|
|
$1.41
|
|
|
|
$63
|
|
|
|
$0.40
|
|
|
|
$279
|
|
|
|
$1.81
|
|
•
|
Capital expenditures, excluding acquisitions from continuing operations, were
$65 million
, or about
2 percent
of sales. Anticipated 2013 capital spending is expected to be in the range of 2 percent to 2.5 percent of sales.
|
•
|
$600 million of debt was repaid upon maturity in March 2013.
|
•
|
PPG does not have a mandatory contribution to make to its U.S. defined benefit pension plans in 2013 and does not expect to make a voluntary contribution in 2013. PPG expects to make mandatory contributions to its non-U.S. plans in 2013 of approximately
$77 million
, of which
$15 million
was made as of
March 31, 2013
.
|
•
|
Cash dividends paid totaled
$84 million
.
|
•
|
Cash spent on share repurchases totaled
$140 million
.
|
(Millions, except percentages)
|
March 31, 2013
|
|
Dec. 31
2012 |
|
March 31, 2012
|
|
||||||
Trade Receivables, Net
|
|
$2,594
|
|
|
|
$2,568
|
|
|
|
$2,903
|
|
|
Inventories, FIFO
|
1,895
|
|
|
1,931
|
|
|
2,078
|
|
|
|||
Trade Creditors’ Liabilities
|
1,652
|
|
|
1,620
|
|
|
1,740
|
|
|
|||
Operating Working Capital
|
|
$2,837
|
|
|
|
$2,879
|
|
(a)
|
|
$3,241
|
|
(a)
|
Operating Working Capital as a % of Sales
|
21.3
|
%
|
|
19.7
|
%
|
|
21.6
|
%
|
|
|||
(a) Inclusive of amounts related to PPG's Commodity Chemicals business that was separated in January 2013. Excluding the Commodity Chemicals business, operating working capital was $2,989 or 22.4 percent at March 31, 2012 and $2,634 or 20.3 percent at December 31, 2012.
|
Month
|
Total Number
of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number
of Shares Purchased as Part of Publicly Announced Programs (1) |
|
Maximum
Number of Shares That May Yet Be Purchased Under the Programs |
|||||
January 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
226,000
|
|
|
$
|
139.89
|
|
|
226,000
|
|
|
7,762,694
|
|
Other transactions(2)
|
500
|
|
|
$
|
144.21
|
|
|
—
|
|
|
—
|
|
February 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
450,800
|
|
|
$
|
136.53
|
|
|
450,800
|
|
|
7,311,894
|
|
March 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
343,469
|
|
|
$
|
137.53
|
|
|
343,469
|
|
|
6,968,425
|
|
Total quarter ended March 31, 2013
|
|
|
|
|
|
|
|
|||||
Repurchase program
|
1,020,269
|
|
|
$
|
137.61
|
|
|
1,020,269
|
|
|
6,968,425
|
|
Other transactions(2)
|
500
|
|
|
$
|
144.21
|
|
|
—
|
|
|
—
|
|
(1)
|
These shares were repurchased under a 10 million share repurchase program approved in October 2011. This repurchase program has no expiration date.
|
(2)
|
Includes shares withheld or certified to in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised options granted under the Company's equity compensation plans.
|
|
PPG INDUSTRIES, INC.
|
|||
(Registrant)
|
||||
|
||||
Date:
|
April 29, 2013
|
By
|
|
/s/ David B. Navikas
|
|
David B. Navikas
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial and
Accounting Officer and
Duly Authorized Officer)
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 19, 2012.
|
2.2
|
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 31, 2012, by and PPG Industries, Inc., Eagle Spinco Inc., Georgia Gulf Corporation and Grizzly Acquisition Sub, Inc., was filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on September 5, 2012.
|
2.3
|
|
Sale and Purchase Agreement, dated December 13, 2012, between Akzo Nobel N.V. and PPG Industries, Inc., was filed as Exhibit 2.3 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2012.
|
†10.1
|
|
Letter Agreement with Frank S. Sklarsky.
|
†10.2
|
|
Form of Nonqualified Stock Option Award Agreement.
|
†10.3
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Key Employees.
|
†10.4
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement.
|
†10.5
|
|
Form of Time-Vested Restricted Stock Unit Award Agreement.
|
†10.6
|
|
Form of TSR Share Award Agreement.
|
†12
|
|
Computation of Ratio of Earnings to Fixed Charges for the Three Months Ended March 31, 2013 and for the Five Years Ended December 31, 2012.
|
†31.1
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†31.2
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
||
† Filed herewith.
|
||
* Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income for the three months ended March 31, 2013 and 2012, (ii) the Condensed Consolidated Balance Sheet at March 31, 2013 and December 31, 2012, (iii) the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2013 and 2012, and (iv) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2013.
|
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 |
---|