avatar PPG Industries, Inc. Manufacturing

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    2008 Annual Report and Form 10-K


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    2008 Segment At a Glance Net Sales PPG Industries’ vision is to continue to be the world’s leading coatings and specialty products company. The company serves customers in industrial, transportation, consumer products, and construction markets and aftermarkets. With headquarters in Pittsburgh, Pa., PPG has more than 140 manufacturing facilities and equity affiliates and operates in more than 60 countries around the globe. PERFORMANCE COATINGS ARCHITECTURAL AEROSPACE. Leading supplier of sealants, coatings, COATINGS – EMEA maintenance chemicals, transparencies and application ARCHITECTURAL COATINGS – EMEA systems, serving original equipment manufacturers (Europe, Middle East and Africa). Supplier Performance Coatings (30%) and maintenance providers for the commercial, of market-leading paint brands such as Industrial Coatings (25%) military, regional jet and general aviation industries, Seigneurie, Johnstone’s, Trilak, Primalex, and transparent armor for military land vehicles. and Dekoral, for the trade and retail markets. Architectural Coatings EMEA (14%) ARCHITECTURAL COATINGS AMERICAS AND OPTICAL AND Commodity Chemicals (12%) SPECIALTY MATERIALS ASIA/PACIFIC. Produces paints, stains and specialty Glass (12%) coatings for the commercial, maintenance and OPTICAL PRODUCTS. Produces optical residential markets under brands such as Pittsburgh, monomers, including CR-39 and Trivex lens Optical & Specialty Materials (7%) Olympic, Taubmans and Ivy. materials, photochromic dyes, Transitions photochromic ophthalmic plastic lenses, NXT AUTOMOTIVE REFINISH. Produces and markets high performance sunlenses and polarized film. a full line of coatings products and related services for automotive and commercial transport/fleet SILICAS. Produces amorphous precipitated repair and refurbishing, light industrial coatings and silicas for tire, battery separator and other specialty coatings for signs. Also manages PPG’s end-use applications and Teslin synthetic premier CertifiedFirst collision-shop alliance. printing sheet used in applications such as radio frequency identification (RFID) tags and PROTECTIVE & MARINE COATINGS. Leading labels, e-passports, driver’s licenses and supplier of corrosion-resistant, appearance- identification cards. enhancing coatings for the marine, infrastructure, petrochemical, offshore and power industries. COMMODITY CHEMICALS Produces the Amercoat, Freitag, PPG High CHLOR-ALKALI AND DERIVATIVES. Producer Performance Coatings and Sigma Coatings brands. of chlorine, caustic soda and related chemicals Contents for use in chemical manufacturing, pulp and INDUSTRIAL COATINGS paper production, water treatment, plastics AUTOMOTIVE COATINGS. Supplier of automotive production, agricultural products and many Financial Highlights ........................ 1 coatings and services to auto and truck manufacturers. other applications. Products include electrocoats, primer surfacers, base Letter From the Chairman .............. 2 coats, clearcoats, bedliner, pretreatment chemicals, GLASS adhesives and sealants. FIBER GLASS. Manufacturer of fiber glass Management’s Discussion reinforcement materials for thermoset and and Analysis ................................ 14 INDUSTRIAL COATINGS. Produces coatings for thermoplastic composite applications, serving Financial and Operating appliances, agricultural and construction equipment, markets such as wind energy, energy infrastructure Review ........................................ 28 consumer products, electronics, automotive parts, and transportation. Produces fiber glass yarns residential and commercial construction, wood for electronic printed circuit boards and other Five-Year Digest........................... 78 flooring, kitchen cabinets and other finished products. specialty applications. PPG Shareholder PACKAGING COATINGS. Supplier of coatings, inks, PERFORMANCE GLAZINGS. Produces glass that Information .................................. 79 compounds, pretreatment chemicals and lubricants for is fabricated into products primarily for commercial metal, glass and plastic containers for the beverage, construction and residential markets, as well as the food, general line and specialty packaging industries. appliance, mirror and transportation industries. 2008 Annual Report


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    Board of Directors Charles E. Bunch Chairman and Chief Executive Officer, PPG Industries 2008 Financial Highlights James G. Berges Partner, Clayton, Dubilier & Rice, and retired President, Emerson Electric Co. Audit Committee; Nominating and Governance Committee Average shares outstanding and all dollar amounts except per share data are in millions. Hugh Grant Chairman, President and Chief Executive Officer, Monsanto Company Nominating and Governance Committee; Technology and Environment Committee Victoria F. Haynes President and Chief Executive Officer, RTI International Nominating and Governance Committee; Technology and Environment Committee Michele J. Hooper Managing Partner, The Directors’ Council Audit Committee; Nominating and Governance Committee Robert Mehrabian Chairman, President and CEO, Teledyne Technologies Incorporated 0 1 2 3 4 5 6 7 8 0 200 400 600 800 1000 Officers-Directors Compensation Committee; Technology and Environment Committee Martin H. Richenhagen Chairman, President and Chief Executive Officer, AGCO Corporation Audit Committee; Officers-Directors Compensation Committee Robert Ripp Chairman, Lightpath Technologies, and former Chairman and CEO, AMP Inc. Audit Committee; Officers-Directors Compensation Committee Thomas J. Usher Non-executive Chairman of the Board, Marathon Oil Corporation Officers-Directors Compensation Committee; Technology and Environment Committee David R. Whitwam 0 1 2 3 4 5 6 Retired Chairman and CEO, Whirlpool Corporation Nominating and Governance Committee; Officers-Directors Compensation Committee FOR THE YEAR 2008 CHANGE 2007 Net Sales $ 15,849 30 % $ 12,220 Operating Committee Net Income* $ 538 -35 % $ 834 Charles E. Bunch Earnings Per Share*‡ $ 3.25 -35 % $ 5.03 Chairman and Chief Executive Officer James C. Diggs Dividends Per Share $ 2.09 2% $ 2.04 Sr. Vice President, General Counsel and Secretary Return on Average Capital 8.6% -48 % 16.4% William H. Hernandez Sr. Vice President, Finance, and Chief Financial Officer Operating Cash Flow $ 1,358 36 % $ 996 J. Rich Alexander Capital Spending $ 2,056 244 % $ 597 Sr. Vice President, Performance Coatings Pierre-Marie De Leener Research and Development $ 468 29 % $ 363 Sr. Vice President, Architectural Coatings EMEA, and President, PPG Europe Average Shares Outstanding‡ 165.4 0% 165.9 Richard C. Elias Average Number of Employees 44,900 29 % 34,900 Sr. Vice President, Optical and Specialty Materials AT YEAR END Victoria M. Holt Sr. Vice President, Glass and Fiber Glass Working Capital $ 2,138 -7 % $ 2,309 Michael H. McGarry Shareholder’s Equity $ 3,333 -20 % $ 4,151 Sr. Vice President, Commodity Chemicals William A. Wulfsohn Shareholders (at January 31, 2009 and 2008) 21,784 1% 21,644 Sr. Vice President, Industrial Coatings Aziz S. Giga Vice President, Strategic Planning and Treasurer *Includes in 2008 aftertax charges of $224 million, or $1.36 per share, representing business restructuring, acquisition- Charles F. Kahle related costs, catch-up of depreciation, divestiture related benefit costs and the net increase in the value of the company’s Chief Technology Officer, and Vice President, obligations under its asbestos settlement agreement, and aftertax earnings of $3 million, or 2 cents per share, for Research & Development, Coatings the gain on divestiture of a majority interest in the automotive glass and services business. Includes in 2007 aftertax Kathleen A. McGuire charges of $49 million, or 29 cents per share, representing a loss on the divestiture of the fine chemicals business, Vice President, Purchasing and Distribution divestiture-related benefit costs, the net increase in the value of the company’s obligations under its asbestos settlement David B. Navikas Vice President and Controller agreement, and acquisition-related costs. Maurice Peconi ‡Assumes dilution. Vice President, Corporate Development and Services Charles W. Wise Vice President, Human Resources 2008 Annual Report | 1


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    Letter from the Chairman In 2008, PPG not only made great progress Later in the year, the unforeseen global economic toward reshaping itself into a more focused downturn had a sharply negative impact on most coatings and specialty products company, of our businesses. PPG again responded quickly. but also began to reap the benefits of those We accelerated some of the actions planned for changes. our integration of SigmaKalon, and took additional steps to mirror shifts in our customer industries. In January 2008, PPG acquired SigmaKalon We announced a restructuring plan to result in Group, a worldwide coatings producer approximately $100 million in pretax annual cost previously based in Uithoorn, Netherlands. savings, and, as part of the initiative, several SigmaKalon brought to PPG strong architectural PPG manufacturing facilities in the United States, paint, protective and marine coatings and Canada and Europe will be closed or idled. industrial coatings businesses, as well as a solid presence in Western Europe and growing This ability to swiftly adapt our businesses to positions in emerging regions such as Eastern sudden economic shifts – along with our broader Europe, Asia and Africa. This acquisition greatly global presence – aided our financial results. expanded our international business, extended Charles E. Bunch our participation in various end-use markets, In 2008, PPG posted record sales of $15.8 billion, and sharply increased the proportion of sales up 30 percent versus the prior year. And, while Chairman and coming from coatings. The acquisition has, by our earnings decreased, it’s important to note Chief Executive Officer all measures, outperformed our expectations. that this decline reflected the cost of restructuring and one-time costs related to the SigmaKalon In September, we completed the divestiture acquisition and otherwise occurred primarily in of our automotive glass and services business, the fourth quarter when global industrial demand which significantly reduces PPG’s exposure to collapsed. Despite this, PPG generated about $1.4 the U.S. automotive market. PPG holds a minority billion of cash, up nearly 40 percent from the prior ownership interest in the new company, Pittsburgh year and ended the year with $1 billion of cash on Glass Works LLC. hand. This gives us tremendous financial flexibility, which is critical in today’s business climate. As a result of these and other actions, about 80 percent of our current portfolio consists PPG is continuing to adapt to an extremely difficult of coatings, optical products and specialty and volatile global economy. That said, we are also materials, versus two years ago when these staying the course and implementing key strategies businesses accounted for about 65 percent to transform our company. Our performance this of sales. What’s more, now, less than 50 percent past year under intensely difficult market conditions of our sales are in the United States and Canada, continues to validate the strength of our portfolio versus two years ago when it was about 70 and the success of our strategic direction. percent. This sharpened focus and enhanced geographic footprint were implemented to While we expect the challenging business achieve exactly what we experienced in 2008… environment to continue into 2009, PPG has a solid earnings despite headwinds in certain strong 125-year-old track record of decisively markets or regions. managing through business cycles and economic downturns. Moreover, unlike in the Clearly, 2008 was a difficult and dynamic past, we now have the added benefits of a better year. Early in the period, we experienced business mix and a stronger global presence, rapid inflation, including skyrocketing raw together with a strong cash position as we material, energy and freight costs. Fortunately, begin the year. Combined with PPG’s long- we anticipated these increased costs and standing, prudent fiscal discipline, I believe that implemented pricing initiatives that offset PPG remains strongly positioned to continue to this inflation. reward shareholders well into the future. Charles E. Bunch Chairman and Chief Executive Officer 2008 Annual Report | 2


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission File Number 1-1687 PPG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 25-0730780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One PPG Place, Pittsburgh, Pennsylvania 15272 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: 412-434-3131 Securities Registered Pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock – Par Value $1.66 2⁄ 3 New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES È NO ‘ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ‘ NO È Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES È NO ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ (Do not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act). YES ‘ NO È The aggregate market value of common stock held by non-affiliates as of June 30, 2008, was $9,400 million. As of January 31, 2009, 164,233,391 shares of the Registrant’s common stock, with a par value of $1.66 2⁄ 3 per share, were outstanding. As of that date, the aggregate market value of common stock held by non-affiliates was $6,160 million. DOCUMENTS INCORPORATED BY REFERENCE Incorporated By Document Reference In Part No. Portions of PPG Industries, Inc. Proxy Statement for its 2009 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III 2008 PPG ANNUAL REPORT AND FORM 10-K 3


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    PPG INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES As used in this report, the terms “PPG,” “Company,” “Registrant,” “we,” “us” and “our” refer to PPG Industries, Inc., and its subsidiaries, taken as a whole, unless the context indicates otherwise. TABLE OF CONTENTS Page Part I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 1a. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 1b. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . 14 Item 7a. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Item 9a. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Item 9b. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Part III Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . 70 Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Part IV Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Note on Incorporation by Reference Throughout this report, various information and data are incorporated by reference to the Company’s 2008 Annual Report (hereinafter referred to as “the Annual Report”). Any reference in this report to disclosures in the Annual Report shall constitute incorporation by reference only of that specific information and data into this Form 10-K. 4 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Part I as part of PPG’s previously existing coatings businesses. The SigmaKalon architectural coatings business in Item 1. Business Europe, the Middle East and Africa is reported in 2008 as PPG Industries, Inc., incorporated in Pennsylvania in a new separate reportable business segment known as 1883, is comprised of six reportable business segments: Architectural Coatings – EMEA. This business represents Performance Coatings, Industrial Coatings, Architectural about 70% of SigmaKalon’s sales. Coatings – EMEA (Europe, Middle East and Africa), The Performance Coatings reportable segment is Optical and Specialty Materials, Commodity Chemicals comprised of the refinish, aerospace, protective and and Glass. Each of the business segments in which PPG is marine and architectural – Americas and Asia Pacific engaged is highly competitive. However, the coatings businesses. diversification of product lines and worldwide markets The refinish coatings business supplies coatings served tend to minimize the impact on PPG’s total sales products for automotive and commercial transport/fleet and earnings from changes in demand for a particular repair and refurbishing, light industrial coatings for a product line or in a particular geographic area. Refer to wide array of markets and specialty coatings for signs. Note 24, “Reportable Business Segment Information” These products are sold primarily through distributors. under Item 8 of this Form 10-K for financial information The aerospace coatings business supplies sealants, relating to our reportable business segments and Note 2, coatings, technical cleaners and transparencies for “Acquisitions” under Item 8 for information regarding commercial, military, regional jet and general aviation acquisition activity. aircraft and transparent armor for military land vehicles. Performance Coatings, Industrial Coatings and PPG supplies products to aircraft manufacturers, Architectural Coatings - EMEA maintenance and aftermarket customers around the world both on a direct basis and through a company-owned PPG is a major global supplier of protective and distribution network. decorative coatings. The Performance Coatings, Industrial Coatings and Architectural Coatings – EMEA reportable The protective and marine coatings business supplies segments supply protective and decorative finishes for coatings and finishes for the protection of metals and customers in a wide array of end use markets including structures to metal fabricators, heavy duty maintenance industrial equipment, appliances and packaging; factory- contractors and manufacturers of ships, bridges, rail cars finished aluminum extrusions and steel and aluminum and shipping containers. These products are sold through coils; marine and aircraft equipment; automotive original the architectural coatings company-owned stores, equipment; and other industrial and consumer products. independent distributors and directly to customers. In addition to supplying finishes to the automotive Product performance, technology, quality, original equipment market, PPG supplies refinishes to the distribution and technical and customer service are major automotive aftermarket. PPG also supplies coatings to competitive factors in these three coatings businesses. painting and maintenance contractors and directly to The architectural coatings-Americas and Asia Pacific consumers for decoration and maintenance. The coatings business primarily produces coatings used by painting industry is highly competitive and consists of a few large and maintenance contractors and by consumers for firms with global presence and many smaller firms serving decoration and maintenance. These coatings are sold local or regional markets. PPG competes in its primary under a number of brands. Architectural coatings – markets with the world’s largest coatings companies, most Americas and Asia Pacific products are sold through a of which have global operations, and many smaller combination of company-owned stores, home centers, regional coatings companies. Product development, paint dealers, independent distributors, and directly to innovation, quality and technical and customer service customers. Price, product performance, quality, have been stressed by PPG and have been significant distribution and brand recognition are key competitive factors in developing an important supplier position by factors for the architectural coatings business. The PPG’s coatings businesses comprising the Performance architectural coatings-Americas and Asia Pacific business Coatings, Industrial Coatings and Architectural Coatings operates approximately 410 company-owned stores in – EMEA reportable segments. North America and approximately 50 company-owned stores in Australia. On January 2, 2008, PPG completed the acquisition of SigmaKalon Group (“SigmaKalon”), a worldwide The major global competitors of the Performance coatings producer based in Uithoorn, Netherlands. The Coatings reportable segment are Akzo Nobel NV, BASF results of operations of SigmaKalon are included in PPG’s Corporation, the DuPont Company, the Sherwin-Williams consolidated financial statements from the acquisition Company and Valspar Corporation. The average number date onward. The businesses acquired from SigmaKalon of persons employed by the Performance Coatings produce architectural, protective and marine and reportable segment during 2008 was 13,400. industrial coatings. The protective and marine and The Industrial Coatings reportable segment is industrial coatings businesses of SigmaKalon are managed comprised of the automotive, industrial and packaging 2008 PPG ANNUAL REPORT AND FORM 10-K 5


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    coatings businesses. Industrial, automotive and packaging performance and technical service are the most critical coatings are formulated specifically for the customers’ competitive factors. The average number of persons needs and application methods. employed by the Optical and Specialty Materials reportable business segment during 2008 was 3,200. The industrial and automotive coatings businesses sell directly to a variety of manufacturing companies. PPG Historically, the Optical and Specialty Materials also supplies adhesives and sealants for the automotive reportable segment included the fine chemicals business. industry and metal pretreatments and related chemicals PPG sold the fine chemicals business in the fourth quarter for industrial and automotive applications. PPG maintains of 2007. As such, the results of operations and cash flows an alliance with Kansai Paint. The venture, known as PPG of this business have been classified as discontinued Kansai Automotive Finishes, is owned 60% by PPG and operations in the consolidated financial statements under 40% by Kansai Paint. The focus of the venture is Japanese Item 8 of this Form 10-K. Refer to Note 1, “Summary of based automotive original equipment manufacturers in Significant Accounting Policies” under Item 8 for further North America and Europe. In addition, PPG and Kansai information. Paint are developing technology jointly, potentially Commodity Chemicals benefiting customers worldwide. PPG is a producer and supplier of basic chemicals. The packaging coatings business supplies coatings The Commodity Chemicals reportable segment produces and inks for aerosol, food and beverage containers for chlor-alkali and derivative products including chlorine, consumer products to the manufacturers of those caustic soda, vinyl chloride monomer, chlorinated containers. solvents, calcium hypochlorite, ethylene dichloride and Product performance, technology, quality and phosgene derivatives. Most of these products are sold technical and customer service are major competitive directly to manufacturing companies in the chemical factors in the industrial coatings businesses. The major processing, rubber and plastics, paper, minerals, metals global competitors of the Industrial Coatings reportable and water treatment industries. PPG competes with five segment are Akzo Nobel NV, BASF Corporation, the other major producers of chlor-alkali products including DuPont Company and Valspar Corporation. The average The Dow Chemical Company; Formosa Plastics number of persons employed by the Industrial Coatings Corporation, U.S.A.; Georgia Gulf Corporation; Olin reportable segment during 2008 was 9,700. Corporation and Occidental Chemical Corporation. Price, product availability, product quality and customer service The Architectural Coatings – EMEA business supplies are the key competitive factors. The average number of a variety of coatings under a number of brands and persons employed by the Commodity Chemicals purchased sundries to painting contractors and reportable business segment during 2008 was 2,100. consumers in Europe, the Middle East and Africa. Architectural Coatings – EMEA products are sold through Glass a combination of approximately 500 company-owned PPG is a producer of flat glass in North America and a stores, home centers, paint dealers, independent global producer of continuous-strand fiber glass. The distributors, and directly to customers. Price, product Glass reportable business segment is comprised of the performance, quality, distribution and brand recognition performance glazings and fiber glass businesses. PPG’s are key competitive factors for this business. The major major markets are commercial and residential competitors of the Architectural Coatings – EMEA construction and the wind energy, energy infrastructure, reportable segment are Akzo Nobel NV and Materis transportation and electronics industries. Most glass Paints. The average number of persons employed by the products are sold directly to manufacturing companies. Architectural Coatings – EMEA reportable segment PPG manufactures flat glass by the float process and fiber during 2008 was 8,500. glass by the continuous-strand process. Optical and Specialty Materials The bases for competition in the Glass businesses are price, quality, technology and customer service. The PPG’s Optical and Specialty Materials reportable Company competes with four major producers of flat segment is comprised of the optical products and silicas glass including Asahi Glass Company, Cardinal Glass businesses. The primary Optical and Specialty Materials Industries, Guardian Industries and NSG Pilkington, and products are Transitions® lenses, sunlenses, optical five major producers of fiber glass throughout the world materials and polarized film; amorphous precipitated including Owens Corning-Vetrotex, Jushi Group, Johns silicas for tire, battery separator and other end-use Manville Corporation, CPIC Fiberglass and AGY. The markets; and Teslin® synthetic printing sheet used in such average number of persons employed by the Glass applications as waterproof labels, e-passports, drivers’ reportable business segment during 2008 was 3,700, licenses and identification cards. Transitions® lenses are excluding the automotive glass and services business. processed and distributed by PPG’s 51%-owned joint venture with Essilor International. In the Optical and Historically, the Glass reportable segment has Specialty Materials businesses, product quality and included the automotive glass and services business. In 6 2008 PPG ANNUAL REPORT AND FORM 10-K


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    September 2008, PPG completed a transaction by which it petroleum derived and bio-based materials as part of a divested a majority interest in the automotive glass and product renewal strategy. Another initiative is to qualify services business. The results of this business through multiple sources of supply, including supplies from Asia September 30, 2008 are reported as part of the Glass and other lower cost regions of the world. reportable segment in the consolidated financial We are subject to existing and evolving standards statements under Item 8 of this Form 10-K. See Note 3, relating to the registration of chemicals that impact or “Divestiture of Automotive Glass and Services Business” could potentially impact the availability and viability of under Item 8 for additional information. some of the raw materials we use in our production Raw Materials and Energy processes. Our ongoing global product stewardship efforts The effective management of raw materials and are directed at maintaining our compliance with these energy is important to PPG’s continued success. Our standards. In December 2006, the environment ministers primary energy cost is natural gas used in our Commodity of the European Union (“EU”) member states gave final Chemicals and Glass businesses. In 2008, our natural gas approval to comprehensive chemical management costs were volatile and on average increased almost 25 legislation known as “REACH” (Registration, Evaluation, percent in the U.S. compared to 2007 levels. The increase and Authorization of Chemicals). REACH applies to all can be linked to year-over-year strong pricing for energy chemical substances manufactured or imported into the commodities, including the run up in the price of crude EU in quantities of one metric ton or more annually and oil by mid-year. will require the registration of approximately 30,000 chemical substances with the European Chemicals During 2008, our average coatings raw material costs Agency. The pre-registration period for such chemicals increased about 5 percent, with differing results by region. ended on December 1, 2008. Additionally, REACH Coatings raw material costs rose 1 percent and 3 percent requires the registration of these materials, entailing the in 2007 and 2006, respectively. Many of our coatings raw filing of extensive data on their potential risks to human materials are petroleum based, and changes in pricing for health and the environment. Registration activities will be these raw materials traditionally lags oil price fluctuations phased over an 11-year period, based on tonnage and by about six months. Our costs are also dependent on level of concern, with the first registration deadline set for global supply and demand for these materials. Escalating December 1, 2010. In the case of chemicals with a high crude oil prices and global economic growth rates, level of concern, the regulation calls for progressive especially in emerging regions, in the first two quarters of substitution unless no alternative can be found; in these 2008 resulted in higher inflation impacts to PPG’s cases, authorization of the chemicals will be required. coatings raw materials in the third and most of the fourth quarter of 2008. This inflation was more acute and PPG has established a dedicated organization to volatile in North America, Asia and other emerging manage REACH implementation. We have reviewed our regions. However, rapid second half 2008 oil price product portfolio, worked closely with our suppliers to declines, along with the sudden drop in global industrial assure their commitment to pre-register our key raw demand late in the year, resulted in a decline in the price materials and completed pre-registrations of PPG of certain raw materials in these same regions as we were manufactured or imported raw materials. We will exiting the year. continue to work with our suppliers to understand the future availability and viability of the raw materials we The Company’s most significant raw materials are use in our production processes. titanium dioxide and epoxy and other resins in the Coatings businesses; lenses, photochromic dye, sand and PPG anticipates that some current raw materials and soda ash in the Optical and Specialty Materials businesses; products will be subject to the REACH authorization brine and ethylene in the Commodity Chemicals business; process and believes that PPG will be able to demonstrate and sand and soda ash in the Glass businesses. Energy is a adequate risk management for the use and application of significant production cost in the Commodity Chemicals the majority of such substances. Compliance with the and Glass businesses. Most of the raw materials and REACH legislation will result in increased costs due to energy used in production are purchased from outside registration costs, product testing and reformulation, risk sources, and the Company has made, and plans to characterization, participation in Substance Information continue to make, supply arrangements to meet the Exchange Forums and Consortia and dossier preparation. planned operating requirements for the future. Supply of The REACH legislation has prompted a growing number critical raw materials and energy is managed by of initiatives in other regions, the most notable of which is establishing contracts, multiple sources, and identifying the “ChAMP” (Chemical Assessment and Management alternative materials or technology, whenever possible. Program) that has been initiated in the U.S. Under The Company has aggressive sourcing initiatives ChAMP, chemicals imported or manufactured in the U.S. underway to support its continuous efforts to find the above 25,000 pounds annually will undergo hazard and lowest total material costs. These initiatives include risk characterization by the U.S. Environmental reformulation of certain of our products using both Protection Agency (“USEPA”). Chemicals identified by 2008 PPG ANNUAL REPORT AND FORM 10-K 7


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    the USEPA as high risk or of special concern will be Employee Relations subject to further data development and/or regulatory The average number of persons employed worldwide control. At this time it is not possible to quantify the by PPG during 2008 was 44,900. The Company has financial impact of these regulatory initiatives on PPG’s numerous collective bargaining agreements throughout businesses. the world. While we have experienced occasional work Research and Development stoppages as a result of the collective bargaining process and may experience some work stoppages in the future, Technology innovation has been a hallmark of PPG’s we believe we will be able to negotiate all labor success throughout its history. Research and development agreements on satisfactory terms. To date, these work costs, including depreciation of research facilities, were stoppages have not had a significant impact on PPG’s $468 million, $363 million and $330 million during 2008, operating results. Overall, the Company believes it has 2007 and 2006, respectively. These costs totaled good relationships with its employees. approximately 3% of sales in each of these years, representing a level of expenditure that is expected to Environmental Matters continue in 2009. PPG owns and operates several facilities PPG is subject to existing and evolving standards to conduct research and development relating to new and relating to protection of the environment. Capital improved products and processes. Additional process and expenditures for environmental control projects were $15 product research and development work is also million, $16 million and $14 million in 2008, 2007 and undertaken at many of the Company’s manufacturing 2006, respectively. It is expected that expenditures for such plants. As part of our ongoing efforts to manage our costs projects in 2009 will be in the range of $15-$25 million. effectively, we operate a laboratory in China, have Although future capital expenditures are difficult to outsourcing arrangements with several laboratories and estimate accurately because of constantly changing have been actively pursuing government funding of a regulatory standards and policies, it can be anticipated that small, but growing portion of the Company’s research environmental control standards will become increasingly efforts. Because of the Company’s broad array of products stringent and the cost of compliance will increase. and customers, PPG is not materially dependent upon any single technology platform. Prior to 2007, about 20% of our chlor-alkali production capacity used mercury cell technology. PPG Patents strives to operate these cells in accordance with applicable PPG considers patent protection to be important. The laws and regulations, and these cells are reviewed at least Company’s reportable business segments are not annually by state authorities. The USEPA has issued new materially dependent upon any single patent or group of regulations imposing significantly more stringent related patents. PPG received $52 million in 2008, $48 requirements on mercury emissions. These new rules took million in 2007 and $44 million in 2006 from royalties effect in December 2006. In order to meet the USEPA’s and the sale of technical know-how. new air quality standards, a decision was made in July 2005 to replace the existing mercury cell production unit Backlog at the Lake Charles, La., chlor-alkali plant with newer In general, PPG does not manufacture its products membrane cell technology. The Louisiana Department of against a backlog of orders. Production and inventory Environmental Quality granted the Company a one year levels are geared primarily to projections of future extension to meet the new requirements on mercury demand and the level of incoming orders. emissions. This capital project began in 2005 and was completed in 2007. With the completion of this project in Non-U.S. Operations 2007, 4% of PPG’s chlor-alkali production uses mercury PPG has a significant investment in non-U.S. cell technology. operations, and as a result we are subject to certain inherent risks, including economic and political PPG is negotiating with various government agencies conditions in international markets and fluctuations in concerning 105 current and former manufacturing sites foreign currency exchange rates. While approximately and offsite waste disposal locations, including 23 sites on 75% of sales and operating income is generated by the National Priority List. The number of sites has products sold in the United States, Canada and Western increased when compared to the prior year, primarily as a Europe, our remaining sales and operating income are result of sites that were assumed as a result of the generated in developing regions, such as Asia, Eastern SigmaKalon acquisition. While PPG is not generally a Europe and Latin America. With the acquisition of major contributor of wastes to these offsite waste disposal SigmaKalon in January 2008, we have increased our locations, each potentially responsible party may face international operations as substantially all of its sales are governmental agency assertions of joint and several outside the United States. liability. Generally, however, a final allocation of costs is made based on relative contributions of wastes to the site. There is a wide range of cost estimates for cleanup of these sites, due largely to uncertainties as to the nature 8 2008 PPG ANNUAL REPORT AND FORM 10-K


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    and extent of their condition and the methods that may however, any such outcome may be material to the results have to be employed for their remediation. The Company of operations of any particular period in which costs, if has established reserves for onsite and offsite remediation any, are recognized. See Note 15, “Commitments and of those sites where it is probable that a liability has been Contingent Liabilities,” under Item 8 of this Form 10-K incurred and the amount can be reasonably estimated. As for additional information related to environmental of December 31, 2008 and 2007, PPG had reserves for matters. environmental contingencies totaling $299 million and $276 million, respectively, of which $44 million and $57 There are growing public and governmental concerns million, respectively, were classified as current liabilities. related to climate change, which have led to efforts to Pretax charges against income for environmental limit greenhouse gas (“GHG”) emissions. These concerns remediation costs in 2008, 2007 and 2006 totaled $15 were reflected in the 2005 framework for GHG reduction million, $12 million and $207 million, respectively. Cash under the Kyoto Protocol to the United Nations outlays related to such environmental remediation Framework Convention on Climate Change. The Kyoto aggregated $24 million, $19 million and $22 million in Protocol has been adopted by many countries where PPG 2008, 2007 and 2006, respectively. As part of the operates, including the EU and Canada, though not in the allocation of the SigmaKalon purchase price to the assets U.S. The EU has implemented a cap and trade approach acquired and liabilities assumed, the reserve for with a mandatory emissions trading scheme for GHGs. In environmental contingencies was increased by $37 December 2007, delegates to the United Nations million in 2008. The impact of foreign currency Framework Convention on Climate Change reached translation decreased the liability by $5 million in 2008. agreement on development of a plan for the second phase Environmental remediation of a former chromium of Kyoto, scheduled to start in 2013. This could manufacturing plant site and associated sites in Jersey potentially lead to further reduction requirements. A City, N.J., represented the major part of our 2006 substantial portion of PPG’s GHG emissions are generated environmental charges and our existing reserves. Included by locations in the U.S.; however, at this time it is in the amounts mentioned above were $185 million of uncertain whether the U.S. will set GHG reduction goals 2006 charges against income and $193 million and $195 under the Kyoto Protocol or by some other mechanism. million in reserves at December 31, 2008 and 2007, PPG has joined the U.S.-based Climate Registry to assist respectively, associated with all New Jersey chromium in verification of future GHG reduction achievements in sites. preparation for potential imposition in the U.S. of GHG reduction goals. The Company’s experience to date regarding environmental matters leads PPG to believe that it will Energy prices and availability of supply continue to have continuing expenditures for compliance with be a concern for major energy users. Since PPG’s GHG provisions regulating the protection of the environment emissions arise principally from combustion of fossil and for present and future remediation efforts at waste fuels, PPG has for some time recognized the desirability of and plant sites. Management anticipates that such reducing energy consumption and GHG generation. We expenditures will occur over an extended period of time. committed under the Business Roundtable’s Climate RESOLVE program to reduce our GHG intensity (GHGs Charges for estimated environmental remediation produced per million dollars of revenue) by 18% between costs in 2006 were significantly higher than our historical 2002 and 2012. PPG achieved this target in 2006, six range. Our continuing efforts to analyze and assess the years ahead of schedule. Recognizing the continuing environmental issues associated with a former chromium importance of this matter, PPG has appointed an Energy manufacturing plant site located in Jersey City, N.J., and Security and Climate Change Steering Group to guide the the Calcasieu River Estuary located near our Lake Company’s progress in this area. Additionally, in 2007 Charles, La., chlor-alkali plant resulted in a pre-tax charge PPG announced new corporate targets, namely (i) a of $173 million in the third quarter of 2006 for the reduction in energy intensity by 25% from 2006 to 2016 estimated costs of remediating these sites. Excluding and (ii) a 10% absolute reduction in GHG emissions from 2006, pre-tax charges against income have ranged 2006 to 2011. PPG’s public disclosure on energy security between $10 million and $49 million per year for the past and climate change can be viewed at the Carbon 15 years. We anticipate that charges against income in Disclosure Project www.cdproject.net. 2009 for environmental remediation costs will be within Available Information this historical range. The Company’s website address is www.ppg.com. The In management’s opinion, the Company operates in Company posts, and shareholders may access without an environmentally sound manner, is well positioned, charge, the Company’s recent filings and any amendments relative to environmental matters, within the industries in thereto of its annual reports on Form 10-K, quarterly which it operates, and the outcome of these reports on Form 10-Q and its proxy statements as soon as environmental contingencies will not have a material reasonably practicable after such reports are filed with the adverse effect on PPG’s financial position or liquidity; Securities and Exchange Commission (“SEC”). The 2008 PPG ANNUAL REPORT AND FORM 10-K 9


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    Company also posts all financial press releases and The North American automotive industry continues earnings releases to its website. All other reports filed or to experience structural change, including the loss of U.S. furnished to the SEC, including reports on Form 8-K, are market share by General Motors, Ford and Chrysler. available via direct link on PPG’s website to the SEC’s Further deterioration of market conditions could cause website, www.sec.gov. Reference to the Company’s and certain of our customers and suppliers to experience SEC’s websites herein does not incorporate by reference liquidity problems, potentially resulting in the write-off of any information contained on those websites and such amounts due from these customers and cost impacts of information should not be considered part of this changing suppliers. Our worldwide sales to General Form 10-K. Motors, Ford and Chrysler are made under normal credit terms and we expect to collect substantially all of the Item 1a. Risk Factors approximately $45 million due from these customers at As a global manufacturer of coatings, glass and December 31, 2008 in the first quarter of 2009; however, chemicals products, we operate in a business environment we remain focused on the continual management of this that includes risks. These risks are not unlike the risks we credit risk. have faced in the recent past. Each of the risks described in this section could adversely affect our operating results, Increases in prices and declines in the availability of raw financial position and liquidity. While the factors listed materials could negatively impact our financial results. here are considered to be the more significant factors, no Our operating results are significantly affected by the such list should be considered to be a complete statement cost of raw materials and energy, including natural gas. of all potential risks and uncertainties. Unlisted factors Changes in natural gas prices have a significant impact on may present significant additional obstacles which may the operating performance of our Commodity Chemicals adversely affect our business. and Glass businesses. Each one-dollar change in our unit price of natural gas per million British Thermal Units The current U.S. and worldwide recession and credit crisis (“mmbtu”) has a direct impact of approximately $60 could have a continuing negative impact on our results of million to $70 million on our annual operating costs. In operations and cash flows. 2008, our natural gas costs were volatile and, on average During the fourth quarter of 2008, the demand for increased almost 25% in the U.S. compared to 2007 levels. many of our products in Europe, Asia and Latin America Year-over-year coatings raw material costs rose by $150 declined significantly as the impact of the recession in the million in 2008 following a rise of $40 million in 2007. U.S. economy, which had impacted demand throughout This inflation, which was partially linked to increased oil 2008, spread globally. The impact of the recession was felt prices, occurred in all regions of the world, with the most most noticeably by our businesses serving the automotive significant impact in the U.S. The impact was most original equipment, construction and general industrial significant in the automotive, industrial, architectural markets. Entering 2009, the global economic outlook in coatings–Americas and Asia Pacific and automotive terms of GDP and industrial production is for weak refinish businesses. conditions to prevail. Many economists are forecasting that the recession will persist through at least the first half We also import raw materials, particularly for use at of 2009. Continued weakness in the global economy our manufacturing facilities in the emerging regions of the would be expected to result in lower demand for many of world. In most cases, those imports are priced in the our products and increase our exposure to credit risk currency of the supplier and, therefore, our margins are at from customers in the industries most impacted by the risk of being lowered if those foreign currencies weak economy. How deep and how long the recession strengthen against the local currencies of our will last is not known. manufacturing facilities. We sell products to global and regional automotive Additionally, certain raw materials are critical to our original equipment manufacturers and their suppliers. production processes. These include titanium dioxide and Global production of automobiles and light trucks epoxy and other resins in the Coatings businesses; lenses, declined by 2% in 2008 reflecting declines of 19% in the photochromic dye, sand and soda ash in the Optical and U.S. and Canada and 7% in Western Europe that were Specialty Materials businesses; brine and ethylene in the substantially offset by growth in production in Eastern Commodity Chemicals business; and sand and soda ash in Europe, Asia and Latin America. The industry forecast for the Glass businesses. We have made, and plan to continue 2009 projects a global decline of nearly 10%, with to make, supply arrangements to meet the planned declines in production in all regions of the world led by operating requirements for the future. However, an the U.S. and Canada, where vehicle production is forecast inability to obtain these critical raw materials would to be down approximately 25%. Declines in the global adversely impact our ability to produce products. production of automobiles and light trucks of this magnitude would adversely impact our sales volume. 10 2008 PPG ANNUAL REPORT AND FORM 10-K


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    We experience substantial competition from certain low- Our international operations expose us to additional risks cost regions. and uncertainties that could affect our financial results. Growing competition from companies in certain Because we are a global company, our results are regions of the world, including Asia, Eastern Europe and subject to certain inherent risks, including economic and Latin America, where energy and labor costs are lower political conditions in international markets and than those in the U.S., could result in lower selling prices fluctuations in foreign currency exchange rates. While or reduced demand for some of our glass and fiber glass approximately 75% of sales and operating income in 2008 products. was generated by products sold in the United States, Canada and Western Europe, our remaining sales and We are subject to existing and evolving standards relating operating income are generated in developing regions, to the protection of the environment. such as Asia, Eastern Europe and Latin America. Excluding 2006, pretax charges against income for environmental remediation ranged between $10 million As a producer of chemicals, we manufacture and transport and $49 million per year over the past 15 years. In 2006 certain materials that are inherently hazardous due to those charges totaled $207 million. We have accrued $299 their toxic nature. million for estimated remediation costs that are probable We have significant experience in handling these at December 31, 2008. Our assessment of the potential materials and take precautions to handle and transport impact of these environmental contingencies is subject to them in a safe manner. However, these materials, if considerable uncertainty due to the complex, ongoing and mishandled or released into the environment, could cause evolving process of investigation and remediation, if substantial property damage or personal injuries resulting necessary, of such environmental contingencies, and the in significant legal claims against us. In addition, evolving potential for technological and regulatory developments. regulations concerning the security of chemical production As such, in addition to the amounts currently reserved, facilities and the transportation of hazardous chemicals we may be subject to loss contingencies related to could result in increased future capital or operating costs. environmental matters estimated to be as much as $200 million to $300 million. Such unreserved losses are Business disruptions could have a negative impact on our reasonably possible but are not currently considered to be results of operations and financial condition. probable of occurrence. Unexpected events, including supply disruptions, temporary plant and/or power outages, natural disasters We are involved in a number of lawsuits and claims, both and severe weather events, fires, or war or terrorist actual and potential, in which substantial monetary activities, could increase the cost of doing business or damages are sought. otherwise harm the operations of PPG, our customers and The results of any future litigation or settlement of our suppliers. It is not possible for us to predict the such lawsuits and claims are inherently unpredictable, but occurrence or consequence of any such events. However, such outcomes could be adverse and material in amount. such events could reduce demand for our products or make For over 30 years, we have been a defendant in lawsuits it difficult or impossible for us to receive raw materials involving claims alleging personal injury from exposure to from suppliers and to deliver products to customers. asbestos. Item 1b. Unresolved Staff Comments Most of our potential exposure relates to allegations None. by plaintiffs that PPG should be liable for injuries involving asbestos containing thermal insulation products manufactured by Pittsburgh Corning Corporation (“PC”). PPG is a 50% shareholder of PC. Although we have entered into a settlement arrangement with several parties concerning these asbestos claims as discussed in Note 15, “Commitments and Contingent Liabilities,” under Item 8 of this Form 10-K, the arrangement remains subject to court proceedings and, if not approved, the outcome could be material to the results of operations of any particular period. Our products are subject to existing and evolving regulations. Regulations concerning the composition and use of chemical products continue to evolve. Developments concerning these regulations could potentially impact the availability or viability of some of the raw materials we use in our product formulations and/or our ability to supply certain products to some customers or markets. 2008 PPG ANNUAL REPORT AND FORM 10-K 11


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    Item 2. Properties Item 3. Legal Proceedings The Company’s corporate headquarters is located in PPG is involved in a number of lawsuits and claims, Pittsburgh, Pa. The Company’s manufacturing facilities, both actual and potential, including some that it has sales offices, research and development centers and asserted against others, in which substantial monetary distribution centers are located throughout the world. The damages are sought. These lawsuits and claims, the most Company operates 133 manufacturing facilities in 44 significant of which are described below, relate to countries. The Company’s principal manufacturing and contract, patent, environmental, product liability, distribution facilities are as follows: antitrust and other matters arising out of the conduct of PPG’s current and past business activities. To the extent Performance Coatings: Clayton, Australia; Delaware, Ohio; Dover, Del.; Huntsville, Ala.; Kunshan, that these lawsuits and claims involve personal injury and China; Stowmarket, United Kingdom; property damage, PPG believes it has adequate insurance; Sylmar, Calif.; approximately 410 however, certain of PPG’s insurers are contesting coverage company-owned stores in the United with respect to some of these claims, and other insurers, States and 50 company-owned stores as they had prior to the asbestos settlement described in Australia below, may contest coverage with respect to some of the Industrial Coatings: Cieszyn, Poland; Cleveland, Ohio; Oak asbestos claims if the settlement is not implemented. Creek, Wis.; Tianjin, China; Quattordio, Italy; San Juan del Rio, PPG’s lawsuits and claims against others include claims Mexico and Busan, South Korea against insurers and other third parties with respect to Architectural Coatings—EMEA: Ruitz, France; Budapest, Hungary; actual and contingent losses related to environmental, Amsterdam, Netherlands; Wroclaw, asbestos and other matters. Poland; Birstall, United Kingdom and approximately 500 company-owned The result of any future litigation of such lawsuits stores, including 175 stores each in and claims is inherently unpredictable. However, France and the United Kingdom management believes that, in the aggregate, the outcome Optical and Specialty Materials: Barberton, Ohio; Bangkok, Thailand; of all lawsuits and claims involving PPG, including Lake Charles, La.; and Manila, asbestos-related claims in the event the settlement Philippines described below does not become effective, will not have a Commodity Chemicals: Lake Charles, La. and Natrium, W. Va. material effect on PPG’s consolidated financial position or Glass: Carlisle, Pa.; Hoogezand, Netherlands; liquidity; however, such outcome may be material to the Shelby, N.C. and Wichita Falls, Texas results of operations of any particular period in which costs, if any, are recognized. Including the principal manufacturing facilities noted above, the Company has manufacturing facilities in the For over 30 years, PPG has been a defendant in following geographic areas: lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos United States: 40 manufacturing facilities in 23 states. litigation affecting the Company and the terms and status Other Americas: 13 manufacturing facilities in 6 countries. of the proposed asbestos settlement, see Note 15, EMEA: 55 manufacturing facilities in 27 countries. “Commitments and Contingent Liabilities,” under Item 8 Asia: 25 manufacturing facilities in 10 countries. of this Form 10-K. Over the past several years, the Company and others The Company’s principal research and development have been named as defendants in several cases in various centers are located in Allison Park, Pa.; Harmarville, Pa.; jurisdictions claiming damages related to exposure to lead and Monroeville, Pa. and remediation of lead-based coatings applications. PPG The Company’s headquarters and company-owned has been dismissed as a defendant from most of these paint stores are located in facilities that are leased while, lawsuits and has never been found liable in any of these the Company’s other facilities are generally owned. Our cases. facilities are considered to be suitable and adequate for Item 4. Submission of Matters to a Vote of the purposes for which they are intended, and overall have sufficient capacity to conduct business in the Security Holders upcoming year. None. 12 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Executive Officers of the Company Part II Set forth below is information related to the Item 5. Market for the Registrant’s Common Company’s executive officers as of February 19, 2009. Equity, Related Stockholder Matters and Issuer Name Age Title Purchases of Equity Securities Charles E. Bunch (a) 59 Chairman of the Board and Chief Executive Officer since July 2005 The information required by Item 5 regarding market information, including stock exchange listings and James C. Diggs 60 Senior Vice President and General Counsel since July 1997 and Secretary quarterly stock market prices, dividends and holders of since September 2004 common stock is included in Exhibit 13.1 filed with this William H. Hernandez (b) 60 Senior Vice President, Finance and Form 10-K and is incorporated herein by reference. This Chief Financial Officer since January information is also included in the PPG Shareholder 1995 Information on page 79 of the Annual Report to J. Rich Alexander (c) 53 Senior Vice President, Performance shareholders. Coatings since May 2005 Directors who are not also officers of the Company Pierre-Marie De Leener (d) 51 Senior Vice President, Architectural Coatings, Europe, Middle East and receive common stock equivalents pursuant to the PPG Africa since January 2008 and Industries, Inc., Deferred Compensation Plan for President, PPG Europe since July 2008 Directors (“PPG Deferred Compensation Plan for Richard C. Elias (e) 55 Senior Vice President, Optical and Directors”). Common stock equivalents are hypothetical Specialty Materials since July 2008 shares of common stock having a value on any given date Victoria M. Holt (f) 51 Senior Vice President, Glass and Fiber equal to the value of a share of common stock. Common Glass since May 2005 stock equivalents earn dividend equivalents that are Michael H. McGarry (g) 50 Senior Vice President, Commodity converted into additional common stock equivalents but Chemicals since July 2008 carry no voting rights or other rights afforded to a holder William A. Wulfsohn (h) 46 Senior Vice President, Industrial of common stock. The common stock equivalents Coatings since May 2005 credited to directors under this plan are exempt from (a) Mr. Bunch held the position of President and Chief Operating Officer registration under Section 4(2) of the Securities Act of from July 2002 until July 2005. 1933 as private offerings made only to directors of the (b) Mr. Hernandez also held the position of Treasurer from April 2007 until January 2008. Company in accordance with the provisions of the plan. (c) Mr. Alexander held the position of Vice President, Industrial Coatings from July 2002 until April 2005. Under the PPG Deferred Compensation Plan for (d) Mr. De Leener was appointed to Senior Vice President, Architectural Directors, each director may elect to defer the receipt of Coatings, Europe, Middle East and Africa upon PPG’s acquisition of all or any portion of the compensation paid to such SigmaKalon Group on January 2, 2008. He previously served as Chief Executive Officer of SigmaKalon Group from 1999 until January 2008. director for serving as a PPG director. All deferred (e) Mr. Elias held the position of Vice President, Optical Products from payments are held in the form of common stock April 2000 until June 2008. equivalents. Payments out of the deferred accounts are (f) Ms. Holt held the position of Vice President, Fiber Glass from February 2003 until April 2005. made in the form of common stock of the Company (and (g) Mr. McGarry held the positions of Vice President, Coatings, Europe and cash as to any fractional common stock equivalent). The Managing Director, PPG Europe from July 2006 through June 2008; directors, as a group, were credited with 9,751; 9,742; and Vice President, Chlor-Alkali and Derivatives from March 2004 through 2,886 common stock equivalents in 2008, 2007 and 2006, June 2006; and General Manager, Fine Chemicals from October 2000 through February 2004. respectively, under this plan. The values of the common (h) Mr. Wulfsohn also held the position of Managing Director, PPG Europe stock equivalents, when credited, ranged from $43.89 to from May 2005 until June 2006; and the position of Vice President, $67.77 in 2008, $68.71 to $75.50 in 2007 and $61.32 to Coatings, Europe, and Managing Director, PPG Europe from February 2003 until April 2005. $65.84 in 2006. 2008 PPG ANNUAL REPORT AND FORM 10-K 13


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    Issuer Purchases of Equity Securities Equity Compensation Plan Information The following table summarizes the Company’s stock The equity compensation plan documents described repurchase activity for the three months ended in the footnotes below are included as Exhibits to this December 31, 2008: Form 10-K, and are incorporated herein by reference in Total Maximum their entirety. The following table provides information as Number Number of of Shares Shares of December 31, 2008 regarding the number of shares of Purchased that May PPG common stock that may be issued under PPG’s Total as Part of Yet Be equity compensation plans. For additional information on Number of Average Publicly Purchased Shares Price Paid Announced Under the the Company’s equity compensation program, see Note Month Purchased per Share Program(1) Program 20, “Stock-Based Compensation,” under Item 8 of this October 2008 Form 10-K. Repurchase program — $ — — 3,868,609 Number of securities Other transactions(2) — — — — remaining available for November 2008 Number of future securities Weighted- issuance Repurchase program 18,600 37.77 — 3,850,009 to be issued average under equity Other transactions(2) — — — — upon exercise compensation exercise of price of plans December 2008 outstanding outstanding (excluding options, options, securities Repurchase program — — — 3,850,009 warrants warrants reflected in and rights and rights column (a)) Other transactions(2) — — — — Plan category (a) (b) (c) Total quarter ended Equity compensation plans December 31, 2008 approved by security Repurchase program 18,600 $37.77 — 3,850,009 holders(1) 8,289,946 $60.28 7,772,483 Other transactions (2) — — — — Equity compensation plans (1) These shares were repurchased under a 10 million share repurchase not approved by security program approved by PPG’s Board of Directors in October 2005. This holders(2) — — — program does not have an expiration date. Total 8,289,946 $60.28 7,772,483 (2) Includes shares withheld or certified to in satisfaction of the exercise (1) Equity compensation plans approved by security holders include the price and/or tax withholding obligation by holders of employee stock PPG Industries, Inc., Stock Plan, the PPG Industries, Inc., Omnibus options who exercised options granted under the Company’s equity Incentive Plan, the PPG Industries, Inc., Executive Officers’ Long Term compensation plans. Incentive Plan and the PPG Industries Inc., Long Term Incentive Plan. (2) Excluded from the information presented here are common stock equivalents held under the PPG Industries, Inc., Deferred Compensation Plan and the PPG Industries, Inc., Deferred Compensation Plan for Directors, neither of which are equity compensation plans. As supplemental information, there were 526,569 common stock equivalents held under such plans as of December 31, 2008. Item 6. Selected Financial Data The information required by Item 6 regarding the selected financial data for the five years ended December 31, 2008 is included in Exhibit 13.2 filed with this Form 10-K and is incorporated herein by reference. This information is also reported in the Five-Year Digest on page 78 of the Annual Report to shareholders. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Divestiture of Automotive Glass and Services Business During the third quarter of 2007, the Company entered into an agreement to sell its automotive glass and services business to Platinum Equity (“Platinum”) for approximately $500 million. Accordingly, the assets and liabilities of this business were classified as held for sale and the results of operations and cash flows of this business were classified as discontinued operations. In the fourth quarter of 2007, PPG was notified that affiliates of Platinum had filed suit in the Supreme Court of the State 14 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 17

    Management’s Discussion and Analysis of New York, County of New York, alleging that Platinum Glass Works LLC. This transaction resulted in a third was not obligated to consummate the agreement. quarter 2008 gain of $15 million pretax, net of transaction Platinum also terminated the agreement. PPG has sued costs, and is included in “Other income” in the Platinum and certain of its affiliates for damages, consolidated statement of income for the year ended including the $25 million breakup fee stipulated by the December 31, 2008 under Item 8. The aftertax gain on the terms of the agreement, based on various alleged actions transaction was $3 million, reflective of tax expense of of the Platinum parties. While the transaction with $12 million. Tax expense on the gain includes the tax Platinum was terminated, PPG management remained cost of repatriating certain transaction proceeds from committed to a sale of the automotive glass and services Canada to the U.S. and the impact of certain permanent business and continued to classify its assets and liabilities book/tax differences which resulted in a larger taxable as held for sale and report its results of operations and gain. PPG will account for its interest in Pittsburgh Glass cash flows as discontinued operations through the first Works LLC under the equity method of accounting from quarter of 2008. October 1, 2008 onward. PPG has retained certain In July 2008, PPG entered into an agreement with liabilities for pension and post-employment benefits affiliates of Kohlberg & Company, LLC, under which PPG earned for service up to September 30, 2008. would divest the automotive glass and services business to Divestiture of Fine Chemicals Business a new company formed by affiliates of Kohlberg. Under In the third quarter of 2007, PPG entered into an the agreement, PPG would receive a minority interest in agreement to sell its fine chemicals business to ZaCh the new company, and, as such, the accounting System S.p.A., a subsidiary of Zambon Company S.p.A., requirements of Statement of Financial Accounting for approximately $65 million. The sale of this business Standards, (“SFAS”) No. 144, “Accounting for the was completed in November 2007. The results of Impairment or Disposal of Long-Lived Assets” for operations and cash flows of this business, which had classifying the business as assets held for sale and previously been included in the Optical and Specialty reporting its results of operations and cash flows as Materials reportable segment, have been classified as discontinued operations had no longer been met. The discontinued operations in the consolidated statements of assets and liabilities of the business have been classified as income and cash flows under Item 8 for the years ended held for use in the consolidated balance sheet as of December 31, 2007 and 2006. PPG recorded a pretax loss December 31, 2007, and the results of operations and on sale of the fine chemicals business of $25 million ($19 cash flows of the business through September 30, 2008 million aftertax) in 2007. have been classified as continuing operations in the Glass reportable segment in the consolidated statements of Performance in 2008 compared with 2007 income and cash flows under Item 8 of this Form 10-K for the three years ended December 31, 2008. Performance Overview Our sales increased 30% to $15.8 billion in 2008 In the second quarter of 2008, as a result of the compared to $12.2 billion in 2007. Sales increased 28% reclassification of the automotive glass and services due to the impact of acquisitions, 4% due to increased business to continuing operations, PPG recorded a one- selling prices and 2% due to the positive effects of foreign time, non-cash charge of $17 million ($11 million currency translation. These sales increases were offset by aftertax) to reflect a catch-up of depreciation expense, a 2% decline due to lower sales volumes and by a 2% which was suspended when the business was classified as decline related to the automotive glass and services a discontinued operation. Additionally, in the second business divestiture. quarter of 2008, PPG recorded a charge of $19 million ($12 million aftertax) for special termination benefits and Cost of sales, exclusive of depreciation and a pension curtailment loss relating to the impact of benefit amortization, increased by $2,327 million in 2008 to changes, including accelerated vesting, negotiated as part $10,155 million compared to $7,828 million in 2007. This of the sale. increase corresponds with the increase in sales. Cost of sales as a percentage of sales was 64.1% in both 2008 and The transaction with affiliates of Kohlberg was 2007. Cost of sales in 2008 includes $94 million for the completed on September 30, 2008, with PPG receiving flow through cost of sales of the step up to fair value of total proceeds of $315 million, including $225 million in acquired inventory related to the SigmaKalon acquisition. cash and two 6-year notes totaling $90 million ($60 million at 8.5% interest and $30 million at 10% interest). Selling, general and administrative expenses increased Both notes, which may be prepaid at any time without by $1,122 million in 2008 due principally to the impact of penalty, are senior to the equity of the new company. In the acquisition of SigmaKalon. Selling, general and addition, PPG has received a minority interest of administrative expenses as a percentage of sales were approximately 40 percent in the new company, Pittsburgh 21.7% for 2008 compared to 18.9% for 2007. The increase 2008 PPG ANNUAL REPORT AND FORM 10-K 15


  • Page 18

    Management’s Discussion and Analysis in selling, general and administrative expenses as a increase the current value of the Company’s obligation percentage of sales was due largely to the addition of under the proposed asbestos settlement. The tax rate was SigmaKalon and reflects the distribution nature of these 30.5% on the remaining pretax earnings from continuing businesses, which requires higher selling, distribution, operations in 2007. advertising and regional management costs to serve their The effective tax rate on pretax earnings from broad customer profile. Selling, general and discontinued operations in 2007 was 25.2%. This rate administrative expenses as a percent of sales in the includes a tax benefit of 24% on the loss on the sale of the Architectural Coatings - EMEA reportable segment are in fine chemicals business. The tax rate was 36.5% on the line with PPG’s other architectural coatings businesses. remaining pretax earnings from discontinued operations Other factors causing the increase in these expenses were in 2007. higher levels of cost to support growth in our coatings and optical businesses, higher bad debt expense Net income and earnings per share – assuming associated with the impact of the weakening economy on dilution for 2008 and 2007 are summarized below: our customers, a second quarter charge of $19 million for (Millions, except per share amounts) special termination benefits and foreign currency Year ended December 31, 2008 Net Income translation. $ EPS Depreciation expense increased by $83 million due Net income $538 $3.25 primarily to the acquisition of SigmaKalon. Research and Net income includes: development costs increased by $103 million and Charges related to: amortization increased by $77 million compared to 2007. Business restructuring 110 0.67 These increases were primarily due to the acquisition of Acquisition-related costs (1) 89 0.54 SigmaKalon. Interest expense increased by $161 million Depreciation catch-up(2) 11 0.07 in 2008 due to debt incurred to finance the acquisition of Divestiture-related benefit costs(3) 12 0.07 SigmaKalon. Asbestos settlement – net(4) 2 0.01 During the third quarter of 2008, the Company Gain on divestiture of automotive glass and finalized a restructuring plan that is part of implementing services business (3) (0.02) PPG’s global transformation strategy and the integration (Millions, except per share amounts) of its acquisition of SigmaKalon. The Company recorded a Year ended December 31, 2007 Net Income charge of $163 million for the cost of this restructuring. $ EPS Net income $834 $5.03 The effective tax rate on pretax earnings from continuing operations in 2008 was 31.3% compared to Net income includes: 29.1% in 2007. The 2008 rate includes a tax benefit of Charges related to: $14 million related to the settlement with the Internal Asbestos settlement – net(4) 15 0.09 Revenue Service of our U.S. tax returns for tax years 2004, Acquisition-related costs(5) 4 0.03 2005 and 2006. The 2008 rate also includes a total net tax Divestiture-related benefit costs(6) 11 0.06 benefit of 26.5% on costs related to the acquisition of Loss on divestiture of fine chemicals business 19 0.11 SigmaKalon, the charges for the catch-up of depreciation (1) Costs related to SigmaKalon acquisition, including $66 million aftertax expense and the impact of benefit changes related to the for the flow-through cost of sales of the step up to fair value of acquired divestiture of the automotive glass and services business, inventory and $23 million aftertax for the write-off of in-process the business restructuring charge, the adjustment to research and development. increase the current value of the Company’s obligation (2) Represents the catch-up of depreciation expense, which was suspended when the automotive glass and services business was classified under the proposed asbestos settlement, as discussed in previously as a discontinued operation. Note 15, “Commitments and Contingent Liabilities” (3) Represents special termination benefits and a pension curtailment loss under Item 8 of this Form 10-K, and the gain on relating to the impact of benefit changes, including accelerated vesting, negotiated as part of the sale of the automotive glass and services divestiture of the automotive glass and services business. business. The tax rate was 31.3% on the remaining pretax earnings (4) Net increase in the current value of the Company’s obligation under the in 2008. proposed asbestos settlement. (5) Costs related to Barloworld Coatings Australia acquisition for the flow- The rate in 2007 includes the benefit of $15 million through cost of sales of the step up to fair value of acquired inventory. for the reversal of a valuation allowance previously (6) Represents curtailment losses on certain defined benefit plans of the recorded against the benefit of a tax net operating loss automotive glass and services business. carryforward, the benefit associated with an enacted reduction in the Canadian federal corporate income tax rate and a tax benefit of 39% on the adjustment to 16 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 19

    Management’s Discussion and Analysis Results of Reportable Business Segments selling and distribution costs, including higher bad debt expense. Factors increasing segment income were the Net sales Segment income (Millions) 2008 2007 2008 2007 earnings of acquired businesses, the positive impact of foreign currency translation and lower manufacturing Performance Coatings $4,716 $3,811 $582 $563 costs. Industrial Coatings 3,999 3,646 212 370 Architectural Coatings – Architectural Coatings - EMEA sales for the year were EMEA 2,249 — 141 — $2,249 million. This business was acquired in the Optical and Specialty SigmaKalon acquisition. Segment income was $141 Materials 1,134 1,029 244 235 million, which included amortization expense of $63 Commodity Chemicals 1,837 1,539 340 243 million related to acquired intangible assets and Glass 1,914 2,195 70 138 depreciation expense of $58 million. Optical and Specialty Materials sales increased $105 Performance Coatings sales increased $905 million or million or 10% in 2008. Sales increased 5% due to higher 24% in 2008. Sales increased 21% due to acquisitions, volumes in our optical products business resulting from largely due to the impact of the SigmaKalon protective the launch of Transitions Optical’s next generation lens and marine coatings business. Sales also grew by 3% due product, 3% due to the positive impact of foreign to higher selling prices and 2% due to the positive impact currency translation and 2% due to increased selling of foreign currency translation. Sales volumes declined 2% prices. Segment income increased $9 million in 2008. The as reduced volumes in architectural coatings – Americas increase in segment income was the result of increased and Asia Pacific and automotive refinish were not fully sales volumes and the favorable impact of currency offset by improved volumes in the aerospace and partially offset by increased selling and marketing costs in protective and marine businesses. Volume growth in the the optical products business related to the Transitions aerospace businesses occurred throughout the world, Optical product launch mentioned above. Increased while the volume growth in protective and marine selling prices only partially offset higher raw material coatings occurred primarily in Asia. Segment income costs, primarily in our silicas business. increased $19 million in 2008. Factors increasing segment Commodity Chemicals sales increased $298 million income were the positive impact of acquisitions, lower or 19% in 2008. Sales increased 18% due to higher selling overhead costs and the positive impact of foreign currency prices and 1% due to improved sales volumes. Segment translation. The benefit of higher selling prices more than income increased $97 million in 2008. Segment income offset the negative impact of inflation, including higher increased in large part due to higher selling prices, which raw materials and benefit costs. Segment income was more than offset the negative impact of inflation, reduced by the impact of the lower sales volumes in primarily higher raw material and energy costs. Segment architectural coatings and automotive refinish, which income also improved due to lower manufacturing costs, more than offset the benefit of volume gains in the while lower margin mix and equity earnings reduced aerospace and protective and marine coatings businesses. segment income. Industrial Coatings sales increased $353 million or Glass sales decreased $281 million or 13% in 2008. 10% in 2008. Sales increased 11% due to acquisitions, Sales decreased 11% due to the divestiture of the including the impact of the SigmaKalon industrial automotive glass and services business in September 2008 coatings business. Sales also grew 3% due to the positive and 4% due to lower sales volumes. Sales increased 2% impact of foreign currency translation, and 1% from due to higher selling prices. Segment income decreased higher selling prices. Sales volumes declined 5% as $68 million in 2008. Segment income decreased due to reduced volumes were experienced in all three businesses, the divestiture of the automotive glass and services reflecting the substantial declines in global demand. business, lower volumes, the negative impact of inflation Volume declines in the automotive and industrial and lower equity earnings from our Asian fiber glass joint businesses were primarily in the U.S. and Canada. ventures. Factors increasing segment income were lower Additional volume declines in the European and Asian manufacturing costs, higher selling prices and stronger regions were experienced by the industrial coatings foreign currency. business. In packaging coatings, volume declines in Europe were only partially offset by gains in Asia and Outlook North America. Segment income declined $158 million in Overall global economic activity was volatile in 2008 2008 due to the lower volumes and inflation, including with an overall downward trend. The North American higher raw material and freight costs, the impact of which economy continued a slowing trend which began during was only partially mitigated by the increased selling the second half of 2006 and continued all of 2007. The prices. Segment income also declined due to higher impact of the weakening U.S. economy was particularly 2008 PPG ANNUAL REPORT AND FORM 10-K 17


  • Page 20

    Management’s Discussion and Analysis evident in lower automotive production, housing starts represents the third largest economy globally, but even and consumer confidence. Many economies in other this growth rate fell below 10 percent for the first time in regions were stable early in 2008 but then began to slow over five years. during the year, with nearly all global economies slowing Entering 2009, the overall economic outlook is rapidly in the fourth quarter. The significance of access to uncertain and extremely bearish. Many economists credit and overall liquidity concerns increased as the year believe the U.S. will experience its worst recession in at progressed, triggering intervention by many governments least 50 years, with other major regional economies to provide interim financial aid to the global banking possibly following suit. As a result, we expect the 2008 system and to lower interest rates and implement other inflationary pressures on our input cost to, at least in part, measures intended to stimulate economic activity. reverse. The Company is anticipating a generally stronger Industrial end-markets experienced rapid declines in the U.S. dollar in 2009 resulting in negative sales and fourth quarter, as global demand dropped reflecting a earnings impacts relating to translation of the sales and deepening U.S. recession and the spread of the banking earnings from our foreign affiliates compared to 2008. crisis and recessionary conditions to many European, Asian and Latin American economies. Pension and postretirement benefit costs will increase in 2009 due largely to the significant declines in plan Early in 2008, global inflation intensified as oil prices assets due to 2008 investment performance. Our pension accelerated to all-time highs. These inflationary trends and postretirement benefit costs totaled $258 million in continued well into the third quarter, driving up costs of 2008, including charges of $34 million related to plan other energy sources and many of the products that are changes stemming from the divestiture of the automotive dependent upon energy as a feedstock. Then, in glass and services business and our 2008 restructuring recognition of the global economic slowing, prices of actions. Based on our current estimates, we expect our energy and many related commodities declined in the ongoing pension and other postretirement benefits costs latter part of the year. to increase by approximately $100-$125 million in 2009. The North American economy continued to slow Our natural gas costs in 2008 were volatile and on during the year. Residential construction continued to average increased by almost 25 percent in the U.S. as decline, while rising unemployment, high levels of compared to 2007. Changes in natural gas prices have a mortgage foreclosures and real estate pricing declines significant impact on the operating performance of our were among the primary causal factors of the ongoing Commodity Chemicals and Glass businesses. Each one banking crisis. Industrial output sagged, with the U.S. dollar change in our price of natural gas per million automotive OEM market declining the most of any of the British thermal units (“mmbtu”) has a direct impact of major industrial markets. By year-end, declines in many $60 million to $70 million on our annual operating costs. industrial end-markets exceeded 10 percent, with several Our 2008 natural gas costs averaged over $9.00 per declining 20-30 percent. The declining economic mmbtu for the year, while our 2007 costs averaged about environment resulted in a continued upward shift of the $7.25. While it remains difficult to predict future natural U.S. unemployment rate and a decline in consumer gas prices, in order to reduce the risks associated with confidence to all-time lows. volatile prices, we use a variety of techniques, which The European economy was more stable early in the include reducing consumption through improved year, with softness beginning to appear in a few countries manufacturing processes, switching to alternative fuels such as Spain, Italy and the United Kingdom. Most of the and hedging. We currently estimate our cost for natural remaining parts of Western Europe began to experience gas in the first quarter of 2009 will be lower than the first similar declines to the U.S. later in the year. Eastern quarter of 2008. We currently have about 50% of our first European growth once again outpaced growth in Western quarter 2009 U.S. natural gas purchases hedged at a price Europe, with most countries continuing to grow of about $8.50, and approximately 50% of our 2009 U.S. throughout the year, albeit at declining rates. However, annual requirements hedged at about $8.00. The current several countries, including Hungary, Poland and Russia spot price for natural gas is about $5.00. began to experience economic decline stemming from In the past year, we experienced increases in the prices either the spread of the banking crisis or the drop in we pay for raw materials used in many of our businesses, commodity pricing. particularly in our coatings businesses. The increases have The Asian economies continued to post very high resulted from global industrial expansion, supply/demand growth rates well into the year, but the impact of the imbalance and increases in supplier feedstock costs. We decline in the U.S. and European economies eventually have and plan to continue to combat the impact of these led to declines in the Asian growth rates late in the year. rising costs by seeking alternate and global supply sources Overall, China GDP grew to the point that China now for our raw materials, reformulating our products, 18 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 21

    Management’s Discussion and Analysis improving our production processes and raising our selling method of accounting. The weak economic conditions prices. Year-over-year coatings raw material costs rose by that are adversely impacting our continuing businesses about $150 million in 2008, or about a 5 percent increase, that serve the automotive OEM market are also up notably from 2007 which increased by about $40 significantly impacting this divested business. million or 1 percent. Our current forecast for the early portion of 2009 is for the cost of certain raw materials to The Company announced restructuring actions in the decline, resulting from the delayed impact of lower oil third quarter of 2008 focused on reducing its cost prices and lower global demand for the materials we structure, including actions associated with achieving the purchase. We also expect a negative impact on our margins synergies from the integration of the acquired SigmaKalon in the United Kingdom, Eastern Europe, and Latin business and in reflection of the lower demand levels. We America, where raw materials are purchased in currencies are considering additional cost-reduction actions which that are expected to be stronger than the local currencies. may result in additional restructuring charges and related About 30% of our coatings sales in Europe are made cost savings in 2009. outside the Eurozone. Given the dynamic supply/demand, energy cost and currency environment, it is not feasible to Global economic conditions entering 2009 are project full year raw material pricing, but the main drivers extremely challenging due to continued lack of industrial will continue to be overall economic conditions and demand and global credit issues. The transformation of resulting supply and demand factors. the Company, including the 2008 portfolio changes, has enhanced our geographic sales mix, as now only about 45 The combination of a tight supply position for caustic percent of sales are derived in the U.S. and Canada, and and high energy costs resulted in chlor-alkali pricing that emerging regions account for nearly 25 percent of sales. ended 2008 at an all-time record high and pricing for the Additionally, we have broadened our end-markets served fourth quarter that was up 20% over the prior year. Chlor- resulting in lower exposure to any individual end-market. alkali demand was strong at the beginning of the fourth Entering the year, we have $1 billion of cash on hand quarter following the adverse impact of third quarter following record cash generation in 2008. We anticipate hurricanes on industrial activity in the U.S. Gulf Coast. that our increased diversification and our cash and Demand softened in November and December and we are existing borrowing capacity will provide the Company anticipating that early 2009 demand levels will be less with the liquidity it needs to finance operations and than in the fourth quarter. reward shareholders in 2009, even in the face of today’s weakened global economy and the possibility that the We completed significant portfolio changes in 2008 recovery does not begin until 2010. that have been crucial in the transformation of the Company. We completed the acquisition of SigmaKalon. Accounting Standards Adopted in 2008 The total transaction value was approximately $3.2 Note 1, “Summary of Significant Accounting billion, consisting of cash paid of $1,673 million and debt Policies,” under Item 8 describes the Company’s adoption assumed of $1,517 million. We also completed a few of the Emerging Issues Task Force, (“EITF”) Issue No. other targeted acquisitions at a cost totaling nearly $140 06-10, “Accounting for Collateral Assignment Split-Dollar million. As in past years, these acquisitions are intended Life Insurance Arrangements,” Statement of Financial to strengthen our coatings businesses by extending their Accounting Standards, (“SFAS”) No. 157, “Fair Value geographic breadth and/or product offering. The sales for Measurements” and SFAS No. 159, “The Fair Value businesses held for less than one year added Option for Financial Assets and Financial Liabilities – approximately $3.4 billion to PPG’s 2008 sales with mid- Including an Amendment of Financial Accounting single digit operating margins, excluding certain one-time Standards Board, (“FASB”) Statement No. 115” as of acquisition related costs and including amortization January 1, 2008. expense stemming from the acquisitions, which amortization totaled $79 million. Interim financing from Accounting Standards to be Adopted in Future Years the SigmaKalon acquisition was replaced with permanent financing in March 2008, as PPG placed term debt with Note 1, “Summary of Significant Accounting Policies,” five, ten and thirty year maturities at a cost of 5.75%, under Item 8 describes the potential impact on PPG of 6.65% and 7.70% respectively, which we believe is accounting standards that are not yet effective, including favorable to the cost of placing that debt today. SFAS No. 141 (revised 2007), “Business Combinations,” SFAS No. 160, “Noncontrolling Interests in Consolidated Also in 2008, we completed the divestiture of a Financial Statements - an amendment of ARB No. 51,” majority interest in the automotive glass and services EITF Issue No. 07-1, “Accounting for Collaborative business. We retained about a 40 percent interest in the Arrangements” and SFAS No. 161, “Disclosures about business and will account for this interest using the equity Derivative Instruments and Hedging Activities.” 2008 PPG ANNUAL REPORT AND FORM 10-K 19


  • Page 22

    Management’s Discussion and Analysis Performance in 2007 compared with 2006 recognized on certain insurance recoveries, and income tax expense of 29.4% was recognized on the remaining Performance Overview pretax earnings from continuing operations in 2006. Our sales increased 12% to $12.2 billion in 2007 The effective tax rate on pretax earnings from compared to $10.9 billion in 2006. Sales increased 6% due discontinued operations in 2007 was 25.2% compared to to the impact of acquisitions, 3% due to increased 39% in 2006. The rate in 2007 included a tax benefit of volumes and 3% due to the positive effects of foreign 24% on the loss on the sale of the fine chemicals business. currency translation. The tax rate was 36.5% on the remaining pretax earnings Cost of sales as a percentage of sales increased from discontinued operations in 2007. slightly to 64.1% compared to 63.6% in 2006 due to the Net income and earnings per share – assuming adverse impact of inflation net of selling price changes. dilution for 2007 and 2006 are summarized below: Selling, general and administrative expense increased ($ in Millions, except per share amounts) slightly as a percentage of sales to 18.9% compared to Year ended December 31, 2007 Net Income 18.1% in 2006. These costs increased primarily due to $ EPS higher expenses related to growth, including increased Net income $834 $5.03 advertising costs and the impact of inflation. Net income includes: Business restructuring expense decreased $37 million Charges related to: in 2007. In 2006, the Company finalized plans for certain Acquisition related–costs(1) 4 0.03 actions to reduce its workforce and consolidate facilities Asbestos settlement – net(2) 15 0.09 and recorded a charge of $37 million. Divestiture-related benefit costs(3) 11 0.06 Loss on divestiture of fine chemicals business 19 0.11 Other charges decreased $195 million in 2007. The reduction was primarily due to a reduction in ($ in Millions, except per share amounts) environmental expenses, which were $195 million lower Year ended December 31, 2006 Net Income in 2007 as compared to 2006. $ EPS Net income $711 $ 4.27 Other earnings increased $18 million in 2007 due to Net income includes: higher royalty income, higher interest income and gains Charges related to: from asset sales. Environmental remediation(4) 106 0.64 The effective tax rate on pretax earnings from Legal settlements 26 0.15 continuing operations in 2007 was 29.1% compared to Business restructuring 23 0.14 26.1% in 2006. The rate in 2007 included the benefit of Asbestos settlement – net(2) 17 0.10 $15 million for the reversal of a valuation allowance Earnings from insurance recoveries (24) (0.14) previously recorded against the benefit of a tax net (1) Costs related to Barloworld Coatings Australia acquisition for the operating loss carryforward, the benefit associated with an flow-through cost of sales of the step up to fair value of acquired inventory. enacted reduction in the Canadian federal corporate (2) Net increase in the current value of the Company’s obligation under the income tax rate and a tax benefit of 39% on the proposed asbestos settlement. adjustment to increase the current value of the Company’s (3) Represents curtailment losses on certain defined benefit plans of the obligation under the proposed asbestos settlement. The automotive glass and services business. (4) Charge for estimated environmental remediation costs at our former tax rate was 30.5% on the remaining pretax earnings from chromium manufacturing plant in Jersey City, N.J. and at the Calcasieu continuing operations in 2007. The effective tax rate on River estuary near our Lake Charles, La. facility. earnings from continuing operations in 2006 included the benefit of a tax refund from Canada resulting from the Results of Reportable Business Segments favorable resolution of a tax dispute dating back to 1998 Net sales Segment income (Millions) 2007 2006 2007 2006 and a tax benefit related to the settlement with the Performance Coatings $3,811 $3,088 $563 $514 Internal Revenue Service of our tax returns for the years Industrial Coatings 3,646 3,236 370 349 2001-2003. In the aggregate, these benefits reduced 2006 Optical and Specialty income tax expense by $39 million. The 2006 effective tax Materials 1,029 904 235 217 rate also included a tax benefit of 36% on the charge for Commodity Chemicals 1,539 1,483 243 285 business restructuring and a tax benefit of 39% on the Glass 2,195 2,227 138 148 third quarter environmental remediation charge for sites in New Jersey and Louisiana, on the charges for legal Performance Coatings sales increased $723 million or settlements, and on the adjustment to increase the current 23% in 2007. Sales increased 15% due to sales from value of the Company’s obligation under the proposed acquisitions in all Performance Coatings businesses, 4% asbestos settlement. Income tax expense of 39% was due to the positive impact of foreign currency translation 20 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 23

    Management’s Discussion and Analysis and 3% due to improved sales volumes in our aerospace gas input costs. Segment income decreased $42 million in and automotive refinish businesses, which more than 2007. Segment income was lower in large part due to lower offset slightly lower volumes in architectural coatings. selling prices, higher manufacturing costs, including The volume growth in the aerospace and refinish maintenance costs and higher raw material costs. Segment businesses occurred throughout the world, while the income also decreased as a result of the absence of an volume decline in architectural coatings was in North insurance recovery received in 2006 for damage caused by America. Sales also increased 1% due to higher selling Hurricane Rita in 2005. The benefit of lower energy and prices. Segment income increased $49 million to a total of environmental costs and improved sales volumes were $563 million in 2007. Factors increasing segment income factors that increased segment income in 2007. were improved sales volumes, earnings from acquisitions and the positive impact of foreign currency translation. Glass sales decreased by $32 million or 1% in 2007. Additionally, the benefit of higher selling prices more Sales decreased 1% due to lower sales volumes in our than offset the impact of inflation. Segment income automotive glass and services business and 1% due to the decreased due to higher overhead costs to support growth negative impact of lower selling prices primarily in our initiatives in this segment. performance glazings business. Pricing in the performance glazings business includes a surcharge related to the cost Industrial Coatings sales increased $410 million or of energy lagged by one quarter. The surcharge in 2006 13% in 2007. Sales increased 6% due to the positive exceeded the 2007 surcharge due to higher energy costs impact of foreign currency translation, 4% due to during the comparable periods. Sales increased by 1% due acquisitions in our automotive and industrial coatings to the positive impact of foreign currency translation. businesses and 3% from improved sales volumes as Segment income decreased $10 million in 2007. Segment volume increases in automotive coatings and packaging income decreased due to the negative impact of inflation coatings more than offset declines in the volume of the and lower pricing, including the lower energy surcharge industrial coatings business in the U.S. and Canada. in performance glazings. These factors were only partially Volume growth in the automotive coatings business offset by the benefit from lower manufacturing and selling occurred in all regions of the world, while the volume costs. growth in packaging coatings was experienced mainly in Asia and Europe. The decline in industrial coatings’ North See Note 24, “Reportable Business Segment American volumes overshadowed solid growth for this Information,” under Item 8 of this Form 10-K for further business in Europe, Asia and Latin America. Segment information related to the Company’s operating segments income increased $21 million in 2007 due to improved and reportable business segments. sales volumes, the impact of acquisitions, lower manufacturing costs and the positive impact of foreign Commitments and Contingent Liabilities, including currency translation. Factors decreasing segment income Environmental Matters were inflation, including higher raw material costs, which more than offset a slight improvement in selling prices, PPG is involved in a number of lawsuits and claims, and increased overhead costs to support growth both actual and potential, including some that it has initiatives. asserted against others, in which substantial monetary damages are sought. See Item 3, “Legal Proceedings” and Optical and Specialty Materials sales increased $125 Note 15, “Commitments and Contingent Liabilities,” million or 14% in 2007. Sales increased 8% due to higher under Item 8 of this Form 10-K for a description of volumes primarily in the optical products business, 4% certain of these lawsuits, including a description of the due to the positive impact of foreign currency translation, proposed asbestos settlement and a description of the 1% as the result of sales from acquisitions in the optical antitrust suits against PPG related to the flat glass and products business and 1% due to higher selling prices. automotive refinish industries. As discussed in Item 3 and Segment income increased $18 million in 2007. The Note 15, although the result of any future litigation of increase in segment income was primarily the result of the such lawsuits and claims is inherently unpredictable, increased sales volumes partially offset by higher management believes that, in the aggregate, the outcome advertising expense related to optical products volume of all lawsuits and claims involving PPG, including growth initiatives in all regions and to the impending asbestos-related claims in the event the proposed asbestos launch of Transitions Optical’s next generation lens settlement described in Note 15 does not become product in the first quarter of 2008. effective, will not have a material effect on PPG’s Commodity Chemicals sales increased $56 million or consolidated financial position or liquidity; however, any 4% in 2007. Sales increased 9% due to higher sales volumes such outcome may be material to the results of operations of caustic and derivatives, which was partially offset by a of any particular period in which costs, if any, are 5% decrease in selling prices in part due to lower natural recognized. 2008 PPG ANNUAL REPORT AND FORM 10-K 21


  • Page 24

    Management’s Discussion and Analysis It is PPG’s policy to accrue expenses for environmental former chromium manufacturing plant site in New Jersey, contingencies when it is probable that a liability has been as PPG awaits approval of workplans that have been incurred and the amount of loss can be reasonably submitted to the applicable regulatory agencies. estimated. Reserves for environmental contingencies are Impact of Inflation exclusive of claims against third parties and are generally not discounted. Management anticipates that the resolution In 2008, PPG was able to more than offset the of the Company’s environmental contingencies will occur increase in our costs due to the negative effects of over an extended period of time. As of December 31, 2008 inflation, including the impact of higher raw materials and 2007, PPG had reserves for environmental and energy costs, with increased selling prices. In our contingencies totaling $299 million and $276 million, Commodity Chemicals reportable segment, the increase respectively, of which $44 million and $57 million, in our costs due to inflation was more than offset by respectively, were classified as current liabilities. Pretax higher selling prices. In our Performance Coatings and charges against income for environmental remediation Optical and Specialty Materials reportable segments, the costs in 2008, 2007 and 2006 totaled $15 million, $12 increase in our costs due to the negative effects of million and $207 million, respectively, and are included in inflation was offset by higher selling prices. However, in “Other charges” in the consolidated statement of income. our Industrial Coatings and Glass reportable segments, Cash outlays related to such environmental remediation the increase in our costs due to the negative effects of aggregated $24 million, $19 million and $22 million, in inflation was not offset by higher selling prices. 2008, 2007 and 2006, respectively. As part of the allocation In 2007, the increase in our costs due to the negative of the SigmaKalon purchase price to the assets acquired effects of inflation, including the impact of higher raw and liabilities assumed, the reserve for environmental material costs in our Industrial Coatings, Commodity contingencies was increased by $37 million in 2008. The Chemicals and Glass reportable segments, were not offset impact of foreign currency translation decreased the by higher selling prices. Higher selling prices did offset liability by $5 million in 2008. the negative impact of inflation in our Performance In addition to the amounts currently reserved for Coatings and Optical and Specialty Materials reportable environmental remediation, the Company may be subject segments. to loss contingencies related to environmental matters In 2006, the increase in our costs due to the negative estimated to be as much as $200 million to $300 million, effects of inflation, including the impact of higher raw which range is unchanged since December 31, 2007. Such material costs in our coatings businesses, was offset by unreserved losses are reasonably possible but are not higher selling prices in our Industrial Coatings, currently considered to be probable of occurrence. Performance Coatings and Commodity Chemicals Charges for estimated environmental remediation reportable segments and by reduced manufacturing costs costs in 2006 were significantly higher than our historical in our Glass and Optical and Specialty Materials range. Our continuing efforts to analyze and assess the reportable segments. environmental issues associated with a former chromium In 2009, we expect that the combined impact of manufacturing plant site located in Jersey City, N.J., and productivity improvements, lower manufacturing costs at the Calcasieu River Estuary located near our Lake and higher selling prices will offset any negative impact of Charles, La., chlor-alkali plant resulted in a pre-tax charge inflation on raw materials, energy and other costs. We of $173 million in the third quarter of 2006 for the expect erosion in the cost of certain raw materials in some estimated costs of remediating these sites. Excluding regions of the world in the beginning of 2009, resulting 2006, pretax charges against income have ranged between from the delayed impact of lower oil prices and lower $10 million and $49 million per year for the past 15 years. global demand for these raw materials. However, our We anticipate that charges against income in 2009 for forecast for raw material inflation remains uncertain for environmental remediation costs will be within this the full year 2009 given the current economic uncertainty historical range. and the volatility in commodity and raw material costs we Management expects cash outlays for environmental experienced in 2008. remediation costs to be approximately $50 million in Liquidity and Capital Resources 2009 and to range from $45 million to $75 million During the past three years, we had sufficient annually through 2013. It is possible that technological, financial resources to meet our operating requirements, to regulatory and enforcement developments, the results of fund our capital spending, share repurchases and pension environmental studies and other factors could alter our plans and to pay increasing dividends to our shareholders. expectations with respect to charges against income and future cash outlays. Specifically, the level of expected cash Cash from operating activities was $1,358 million, outlays is highly dependent upon activity related to the $996 million and $1,115 million in 2008, 2007 and 2006, 22 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 25

    Management’s Discussion and Analysis respectively. The increase in cash from operations in 2008 On January 2, 2008, PPG completed the acquisition compared to 2007 of $362 million was due in large part to of SigmaKalon, a worldwide coatings producer based in an increase in earnings after adjustment for non-cash Uithoorn, Netherlands, from global private investment charges for amortization, depreciation, SigmaKalon firm Bain Capital (“the seller”). SigmaKalon produces acquired inventory step-up and in-process research and architectural, protective and marine and industrial development costs and business restructuring and to less coatings and is a leading coatings supplier in Europe and growth in working capital. The major factors contributing other key markets across the globe, with an increasing to these higher year-over-year earnings were the earnings presence in Africa and Asia. The total transaction value from the acquired SigmaKalon business and higher was approximately $3.2 billion, consisting of cash paid to Commodity Chemicals earnings. Our strong 2008 the seller of $1,673 million and debt assumed of $1,517 performance in terms of cash from operating activities has million. enabled us to repay $681 million of debt during the year and still have over $1 billion of cash on hand at In order to provide financing for the SigmaKalon December 31, 2008. Our debt reduction activity has acquisition, in December 2007, PPG and certain of its lowered our U.S. commercial paper outstanding at subsidiaries entered into a three year €650 million December 31, 2008 to $222 million. The credit crisis in the revolving credit facility with several banks and financial U.S. drove up our cost of borrowing in the commercial institutions and Societe Generale, as facility agent for the paper market late in 2008 by about 300 basis points lenders. The facility has an annual fee of 7 basis points. In compared to our cost earlier in 2008, shortened the term of addition, PPG and a subsidiary entered into two bridge our commercial paper borrowings and effectively reduced loan agreements, one in the amount of €1 billion with the amount of credit available to us in this market from multiple lenders and Credit Suisse as administrative agent time to time; however, our strong cash position and other for those lenders and the other in the amount of $500 available credit facilities were sufficient to fund the shortfall million with Credit Suisse as the lender. we experienced in terms of commercial paper availability in In December 2007, PPG issued $617 million of 2008. In the early part of 2009, our cost of borrowing in commercial paper and borrowed $1,056 million (€717 the commercial paper market has declined by about 400 million) under the €1 billion bridge loan agreement. The basis points, and the amount of credit available to us in this proceeds from these borrowings were deposited into market has returned to a more normal level. escrow in December 2007. Upon closing of the Total current assets less total current liabilities (net acquisition on January 2, 2008, these amounts were working capital) decreased $171 million to $2,138 million released from escrow and paid to the seller. Also, in at December 31, 2008 from $2,309 million at December 31, January 2008, PPG borrowed $1,143 million, representing 2007. The decrease in net working capital is principally the remaining $417 million (€283 million) available related to the change in net short-term borrowings and the under the €1 billion bridge loan agreement and $726 growth in accounts payable and accrued liabilities, offset million (€493 million) under the €650 million revolving with increases in accounts receivable and inventory driven credit facility. The proceeds from these borrowings and by acquisitions and an increase in cash due to our cash flow cash on hand of $116 million were used to refinance focus in the fourth quarter of 2008. Accounts receivable as $1,259 million of the $1,517 million of SigmaKalon debt a percent of annual sales for 2008 decreased to 17.7 percent outstanding on the date of acquisition. No amounts were from 20.6 percent in 2007. Days sales outstanding borrowed under the $500 million bridge loan agreement decreased to 65 days in 2008 from 75 days in 2007. and, due to the passage of time and the specific purpose of Inventories as a percent of annual sales decreased to 10.7 this agreement, PPG can no longer make borrowings percent from 12.5 percent in 2007. Inventory turnover was under this agreement. 5 times in 2008 and 2007. On March 18, 2008, PPG completed a public offering Total capital spending was $2,056 million, $597 of $600 million in aggregate principal amount of its 5.75% million and $771 million in 2008, 2007 and 2006, Notes due 2013 (the “2013 Notes”), $700 million in respectively. Spending related to modernization and aggregate principal amount of its 6.65% Notes due 2018 productivity improvements, expansion of existing (the “2018 Notes”) and $250 million in aggregate businesses and environmental control projects was $383 principal amount of its 7.70% Notes due 2038 (the “2038 million, $364 million and $369 million in 2008, 2007 and Notes” and, together with the 2013 Notes and the 2018 2006, respectively, and is expected to be approximately Notes, the “Notes”). The Notes were offered by the $200 million during 2009. Capital spending related to Company pursuant to its existing shelf registration. The business acquisitions amounted to $1,673 million, $233 proceeds of this offering of $1,538 million (net of million and $402 million in 2008, 2007 and 2006, discount and issuance costs) and additional borrowings of respectively. $195 million under the €650 million revolving credit 2008 PPG ANNUAL REPORT AND FORM 10-K 23


  • Page 26

    Management’s Discussion and Analysis facility were used to repay existing debt, including certain Contributions were made to our non-U.S. defined benefit short-term debt and the amounts outstanding under the pension plans of $69 million, $49 million and $24 million €1 billion bridge loan. No further amounts can be for 2008, 2007 and 2006, respectively, some of which borrowed under the €1 billion bridge loan. The discount were required by local funding requirements. We expect and issuance costs related to the Notes, which totaled $12 to make contributions to our non-U.S. plans in 2009 of million, will be amortized to interest expense over the approximately $60 million, all of which are mandatory. respective lives of the Notes. The ratio of total debt, including capital leases, to In the fourth quarter 2008, the Company monetized total debt and equity was 54% at December 31, 2008 and certain cross currency foreign exchange swap contracts, 42% at December 31, 2007. The increase in 2008 is which had been designated as hedges of our Euro primarily due to the additional debt borrowed to finance denominated net investment in SigmaKalon, and replaced the acquisition of SigmaKalon combined with a reduction them with new swap contracts. As a result of these swap in equity driven by currency and pension adjustments to monetizations, the Company received $208 million in other comprehensive income (loss). cash proceeds. See Item 7a of this Form 10-K for further information regarding these instruments. We continue to believe that our cash on hand, cash In July 2008, the Company entered into an agreement from operations and the Company’s available debt to divest its automotive OEM glass and automotive capacity will continue to be sufficient to fund operating replacement glass and services businesses (“automotive activities, capital spending, including acquisitions, glass and services business”). Under the agreement, PPG dividend payments, debt service, amounts due under the received a minority ownership interest in the new proposed asbestos settlement, share repurchases, company formed by the buyer. The transaction was contributions to pension plans, and PPG’s significant completed on September 30, 2008. The Company contractual obligations. These significant contractual received proceeds of $225 million from this transaction. obligations, along with amounts due under the proposed asbestos settlement are presented in the following table. Dividends paid to shareholders totaled $343 million, Obligations Due In: $335 million and $316 million in 2008, 2007 and 2006, 2010- 2012- respectively. PPG has paid uninterrupted dividends since (Millions) Total 2009 2011 2013 Thereafter 1899, and 2008 marked the 37th consecutive year of Contractual Obligations increased annual dividend payments to shareholders. Long-term debt $3,122 $ 117 $ 378 $ 676 $1,951 Over time, our goal is to sustain our dividends at Short-term debt 784 784 — — — approximately one-third of our earnings per share. Capital lease obligations 6 2 1 1 2 During 2008, the Company repurchased 0.1 million shares of PPG common stock at a cost of $7 million under Operating leases 633 126 189 116 202 a previously authorized share repurchase program. In Interest payments(1) 1,776 188 331 306 951 2007, the Company purchased 3.7 million shares of PPG Pension common stock at a cost of $274 million, and during 2006, contributions(2) 220 220 — — — the Company repurchased 2.3 million shares of PPG Unconditional common stock at a cost of $153 million. purchase obligations 1,220 374 403 101 342 Total $7,761 $1,811 $1,302 $1,200 $3,448 On August 17, 2006, the Pension Protection Act of Asbestos Settlement(3) 2006 (the “PPA”) was signed into law, changing the Aggregate cash funding requirements for our U.S. defined benefit pension payments $ 825 $ 417 $ 29 $ 33 $ 346 plans beginning in 2008. Under the requirements of PPA, PPG stock and other 74 74 — — — we did not have a mandatory contribution to these plans Total $ 899 $ 491 $ 29 $ 33 $ 346 in 2008; however, we made a voluntary contribution of $50 million to our U.S. defined benefit pension plans in (1) Includes interest on all outstanding debt. Interest for variable-rate debt instruments is based on effective rates at December 31, 2008. Interest 2008. We do not currently expect to have a mandatory for fixed-rate debt instruments have been adjusted for the impact of contribution to these plans in 2009; however, due in large interest rate swaps using the effective rate at December 31, 2008. part to the negative investment return on pension plan (2) Includes the estimated pension contribution for 2009 only, as PPG is assets in 2008, we made a voluntary contribution in the unable to estimate the pension contributions beyond 2009. (3) We have recorded an obligation equal to the net present value of the amount of $160 million to these plans in January 2009 aggregate cash payments, along with the PPG stock and other assets to and we may make additional voluntary contributions to be contributed to a trust under the proposed asbestos settlement. these plans in 2009 in an amount up to $140 million. In However, PPG has no obligation to pay any amounts under this settlement until the Funding Effective Date, as more fully discussed in both 2007 and 2006, we made voluntary contributions to Note 15, “Commitments and Contingent Liabilities,” under Item 8 of our U.S. defined benefit pension plans of $100 million. this Form 10-K. 24 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 27

    Management’s Discussion and Analysis The unconditional purchase commitments are Note 4, “Working Capital Detail,” Note 13, “Income principally take-or-pay obligations related to the purchase Taxes” and Note 15, “Commitments and Contingent of certain materials, including industrial gases, natural Liabilities” under Item 8 of this Form 10-K. gas, coal and electricity, consistent with customary Accounting for pensions and other postretirement industry practice. These amounts also include PPG’s benefits involves estimating the cost of benefits to be commitment to purchase electricity and steam from the provided well into the future and attributing that cost RS Cogen joint venture discussed in Note 6, over the time period each employee works. To accomplish “Investments,” under Item 8 of this Form 10-K. this, extensive use is made of assumptions about inflation, See Note 9, “Debt and Bank Credit Agreements and investment returns, mortality, turnover, medical costs and Leases,” under Item 8 of this Form 10-K for details discount rates. These assumptions are reviewed annually. regarding the use and availability of committed and See Note 14, “Pensions and Other Postretirement uncommitted lines of credit, letters of credit, guarantees Benefits,” under Item 8 for information on these plans and and debt covenants. the assumptions used. In addition to the amounts available under the lines The discount rate used in accounting for pensions of credit, the Company has an automatic shelf registration and other postretirement benefits is determined by on file with the SEC pursuant to which it may issue, offer reference to a current yield curve and by considering the and sell from time to time on a continuous or delayed timing and amount of projected future benefit payments. basis any combination of securities in one or more The discount rate assumption for 2009 is 6.15% for our offerings. U.S. defined benefit pension and other postretirement benefit plans. A reduction in the discount rate of 50 basis Off-Balance Sheet Arrangements points, with all other assumptions held constant, would The Company’s off-balance sheet arrangements increase 2009 net periodic benefit expense for our defined include the operating leases and unconditional purchase benefit pension and other postretirement benefit plans by obligations disclosed in the “Liquidity and Capital approximately $9 million and $5 million, respectively. Resources” section in the contractual obligations table as The expected return on plan assets assumption used well as letters of credit and guarantees as discussed in in accounting for our pension plans is determined by Note 9, “Debt and Bank Credit Agreements and Leases,” evaluating the mix of investments that comprise plan under Item 8 of this Form 10-K. assets and external forecasts of future long-term Critical Accounting Estimates investment returns. For 2008, the return on plan assets assumption for our U.S. defined benefit pension plans was Management has evaluated the accounting policies 8.5%. We will use the same assumption for 2009. A used in the preparation of the financial statements and reduction in the rate of return of 50 basis points, with related notes presented under Item 8 of this Form 10-K other assumptions held constant, would increase 2009 net and believes those policies to be reasonable and periodic pension expense by approximately $10 million. appropriate. We believe that the most critical accounting estimates made in the preparation of our financial As discussed in Note 1, “Summary of Significant statements are those related to accounting for Accounting Policies,” under Item 8 of this Form 10-K, the contingencies, under which we accrue a loss when it is Company tests goodwill and identifiable intangible assets probable that a liability has been incurred and the amount with indefinite lives for impairment at least annually by can be reasonably estimated, and to accounting for comparing the fair value of the reporting units to their pensions, other postretirement benefits, goodwill and carrying values. Fair values are estimated using discounted other identifiable intangible assets with indefinite lives cash flow methodologies that are based on projections of because of the importance of management judgment in the amounts and timing of future revenues and cash flows. making the estimates necessary to apply these policies. Based on this testing, none of our goodwill or identifiable intangible assets with indefinite lives was impaired as of Contingencies, by their nature, relate to uncertainties December 31, 2008. that require management to exercise judgment both in assessing the likelihood that a liability has been incurred As part of our ongoing financial reporting process, a as well as in estimating the amount of potential loss. The collaborative effort is undertaken involving PPG managers most important contingencies impacting our financial with functional responsibility for financial, credit, statements are those related to the collectibility of environmental, legal, tax and benefit matters. The results of accounts receivable, to environmental remediation, to this effort provide management with the necessary pending, impending or overtly threatened litigation against information on which to base their judgments on these the Company and to the resolution of matters related to contingencies and to develop the estimates and open tax years. For more information on these matters, see assumptions used to prepare the financial statements. 2008 PPG ANNUAL REPORT AND FORM 10-K 25


  • Page 28

    Management’s Discussion and Analysis We believe that the amounts recorded in the financial “intend,” “estimate” and other expressions that indicate statements under Item 8 of this Form 10-K related to future events and trends. Any forward-looking statement these contingencies, pensions, other postretirement speaks only as of the date on which such statement is benefits, goodwill and other identifiable intangible assets made and the Company undertakes no obligation to with indefinite lives are based on the best estimates and update any forward looking statement, whether as a result judgments of the appropriate PPG management, although of new information, future events or otherwise. You are actual outcomes could differ from our estimates. advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities Currency and Exchange Commission. Also, note the following From December 31, 2007 to December 31, 2008, the cautionary statements. U.S. dollar strengthened against the currencies of most of Many factors could cause actual results to differ the countries in which PPG operates, most notably against materially from the Company’s forward-looking the euro, the British pound sterling, the Polish zloty, the statements. Such factors include increasing price and Brazilian real, the South Korean won and the Australian product competition by foreign and domestic competitors, dollar. As a result, the effects of translating the net assets fluctuations in cost and availability of raw materials, the of PPG’s operations denominated in non-U.S. currencies ability to maintain favorable supplier relationships and to the U.S. dollar decreased consolidated net assets at arrangements, difficulties in integrating acquired December 31, 2008 by $499 million compared to businesses and achieving expected synergies therefrom, December 31, 2007. During much of the year, the U.S. economic and political conditions in international dollar was weaker against the currencies of many markets, the ability to penetrate existing, developing and countries in which PPG operates than it was in 2007, emerging foreign and domestic markets, which also which had a favorable impact on 2008 pretax earnings of depends on economic and political conditions, foreign $45 million from the translation of these foreign earnings exchange rates and fluctuations in such rates, the impact into U.S. dollars. of environmental regulations, unexpected business During 2007, the U.S. dollar weakened against certain disruptions and the unpredictability of existing and of the currencies in the countries in which PPG operates, possible future litigation, including litigation that could most notably against the euro, the Canadian dollar and result if the proposed asbestos settlement does not the Brazilian real. The effects of translating the net assets become effective. However, it is not possible to predict or of PPG’s operations denominated in non-U.S. currencies identify all such factors. Consequently, while the list of to the U.S. dollar increased consolidated net assets at factors presented here and under Item 1a is considered December 31, 2007 by $260 million compared to representative, no such list should be considered to be a December 31, 2006. In addition, the weaker U.S. dollar complete statement of all potential risks and had a favorable impact on 2007 pretax earnings of $47 uncertainties. Unlisted factors may present significant million. additional obstacles to the realization of forward-looking statements. During 2006, the U.S. dollar weakened against the currencies of most of the countries in which PPG operates, Consequences of material differences in the results most notably against the euro, the British pound sterling compared with those anticipated in the forward-looking and the Australian dollar. The effects of translating the net statements could include, among other things, business assets of PPG’s operations denominated in non-U.S. disruption, operational problems, financial loss, legal currencies to the U.S. dollar increased consolidated net liability to third parties, other factors set forth in Item 1a of assets by $179 million for the year ended December 31, this Form 10-K and similar risks, any of which could have 2006. In addition, the weaker U.S. dollar had a favorable a material adverse effect on the Company’s consolidated impact on 2006 pretax earnings of $9 million. financial condition, results of operations or liquidity. Forward-Looking Statements Item 7a. Quantitative and Qualitative Disclosures About Market Risk The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements PPG is exposed to market risks related to changes in made by or on behalf of the Company. Management’s foreign currency exchange rates, interest rates, and natural Discussion and Analysis and other sections of this Annual gas prices and to changes in PPG’s stock price. The Report contain forward-looking statements that reflect the Company may enter into derivative financial instrument transactions in order to manage or reduce these market Company’s current views with respect to future events risks. A detailed description of these exposures and the and financial performance. Company’s risk management policies are provided in Note Forward-looking statements are identified by the use 11, “Derivative Financial Instruments and Hedge of the words “aim,” “believe,” “expect,” “anticipate,” Activities,” under Item 8 of this Form 10-K. 26 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 29

    Management’s Discussion and Analysis The following disclosures summarize PPG’s exposure Interest rate swaps are used to manage a portion of to market risks and information regarding the use of and PPG’s interest rate risk. The fair value of the interest rate fair value of derivatives employed to manage its exposure swaps was an asset of $3 million and $6 million as of to such risks. Quantitative sensitivity analyses have been December 31, 2008 and 2007, respectively. The fair value provided to reflect how reasonably possible, unfavorable of these swaps would have decreased by $0.5 million and changes in market rates can impact PPG’s consolidated $8 million as of December 31, 2008 and 2007, results of operations, cash flows and financial position. respectively, if variable interest rates increased by 10%. A 10% increase in interest rates in the U.S., Canada, Mexico Foreign currency forward and option contracts and Europe and a 20% increase in interest rates in Asia outstanding during 2008 and 2007 were used to hedge and South America would have affected PPG’s variable PPG’s exposure to foreign currency transaction risk. The rate debt obligations by increasing interest expense fair value of these contracts as of December 31, 2008 and approximately $3 million as of December 31, 2008 and 2007 were liabilities of $17 million and assets of $0.4 $10 million as of December 31, 2007. Further, a 10% million, respectively. The potential reduction in PPG’s reduction in interest rates would have increased the earnings resulting from the impact of adverse changes in present value of the Company’s fixed rate debt by exchange rates on the fair value of its outstanding foreign approximately $118 million and $48 million as of currency hedge contracts of 10% for European currencies December 31, 2008 and 2007, respectively; however, such and 20% for Asian and South American currencies for the changes would not have had an effect on PPG’s annual years ended December 31, 2008 and 2007 would have earnings or cash flows. been $27 million and $0.3 million, respectively. The fair value of natural gas swap contracts in place Concurrent with the March 18, 2008 completion of as of December 31, 2008 and 2007 was a liability of $85 the $1.55 billion public debt offering, PPG entered into million and $8 million, respectively. These contracts were ten U.S. dollar to euro cross currency swap contracts with entered into to reduce PPG’s exposure to higher prices of a total notional amount of $1.3 billion, of which $600 natural gas. A 10% reduction in the price of natural gas million were to settle on March 15, 2013 and $700 would have had an unfavorable effect on the fair value of million were to settle on March 15, 2018. On March 18, these contracts and increased the liability by $27 million 2008, PPG paid the counterparties to the contracts a total and $26 million at December 31, 2008 and 2007, of $1.3 billion and received euros, which were used to respectively. repay most of the €1 billion bridge loan, which the Company employed to finance the acquisition of An equity forward arrangement was entered into to SigmaKalon. During the fourth quarter of 2008, PPG hedge the Company’s exposure to changes in fair value of converted $1.16 billion of these contracts to $208 million its future obligation to contribute PPG stock into an of cash and replaced them with new cross currency swap asbestos settlement trust (see Note 11 “Derivative Financial contracts. On settlement of the contracts, PPG will receive Instruments and Hedge Activities” and Note 15, $1.3 billion U.S. dollars and pay euros to the “Commitments and Contingent Liabilities,” under Item 8 counterparties to the contracts of which $600 million will of this Form 10-K). The fair value of this instrument as of settle on March 15, 2013 and $700 million will settle on December 31, 2008 and 2007 was a liability of $6 million March 15, 2018. The Company has designated these and an asset of $18 million, respectively. A 10% decrease in swaps as hedges of its net investment in SigmaKalon and, PPG’s stock price would have had an unfavorable effect on as a result, mark to fair value adjustments of the swaps the fair value of this instrument and increased the liability have been and will be recorded as a component of other by $6 million at December 31, 2008 and reduced the asset comprehensive income. As of December 31, 2008, the by $6 million at December 31, 2007. aggregate fair value of these swaps was a liability of $130 million. A 10% increase in the value of the euro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts and increased the liability by $181 million at December 31, 2008. PPG had non-U.S. dollar denominated debt outstanding of $1,373 million as of December 31, 2008 and $1,636 million as of December 31, 2007. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses of approximately $118 million and $203 million as of December 31, 2008 and 2007, respectively. 2008 PPG ANNUAL REPORT AND FORM 10-K 27


  • Page 30

    Item 8. Financial Statements and Supplementary Data Internal Controls – Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of PPG Industries, Inc. We have audited the internal control over financial reporting of PPG Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in the Management Report, management excluded from its assessment the internal control over financial reporting at the SigmaKalon Group, which was acquired on January 2, 2008 and whose financial statements constitute approximately 33% of assets and 20% of sales of the consolidated financial statement amounts as of and for the year ended December 31, 2008. Accordingly, our audit did not include the internal control over financial reporting at the SigmaKalon Group. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2008 of the Company and our report dated February 19, 2009 expressed an unqualified opinion on those financial statements and financial statement schedule and included an explanatory paragraph relating to the Company’s adoption of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” Deloitte & Touche LLP Pittsburgh, Pennsylvania February 19, 2009 28 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 31

    Management Report Responsibility for Preparation of the Financial Statements and Establishing and Maintaining Adequate Internal Control Over Financial Reporting We are responsible for the preparation of the financial statements included in this Annual Report. The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management. We are also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance concerning the reliability of the financial data used in the preparation of PPG’s financial statements, as well as to safeguard the Company’s assets from unauthorized use or disposition. All internal control systems, no matter how well designed, have inherent limitations. Therefore, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. In addition, because of changing conditions, there is risk in projecting any evaluation of internal controls to future periods. We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Our evaluation included reviewing the documentation of our controls, evaluating the design effectiveness of our controls and testing their operating effectiveness. Our evaluation, however, excluded the internal control over financial reporting related to the SigmaKalon Group, which was acquired by the Company in January of 2008 and whose financial statements constituted approximately 33% of our consolidated assets and 20% of our consolidated sales as of and for the year ended December 31, 2008. This acquired business will be included in management’s assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2009. Based on this evaluation we believe that, as of December 31, 2008, the Company’s internal controls over financial reporting were effective and provide reasonable assurance that the accompanying financial statements do not contain any material misstatement. Deloitte & Touche LLP, an independent registered public accounting firm, has issued their report, included on page 28 of this Form 10-K, regarding the Company’s internal control over financial reporting. Charles E. Bunch William H. Hernandez Chairman of the Board Senior Vice President, Finance and and Chief Executive Officer Chief Financial Officer February 19, 2009 Consolidated Financial Statements – Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of PPG Industries, Inc. We have audited the accompanying consolidated balance sheets of PPG Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in Item 15(b). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of PPG Industries, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 1 to the consolidated financial statements, on January 1, 2007 the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting. Deloitte & Touche LLP Pittsburgh, Pennsylvania February 19, 2009 2008 PPG ANNUAL REPORT AND FORM 10-K 29


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    Consolidated Statement of Income For the Year (Millions, except per share amounts) 2008 2007 2006 Net sales $15,849 $12,220 $10,938 Cost of sales, exclusive of depreciation and amortization (See Note 2) 10,155 7,828 6,957 Selling, general and administrative (See Note 3) 3,432 2,310 1,979 Depreciation (See Note 3) 428 345 332 Research and development – net (See Note 22) 451 348 314 Interest 254 93 83 Amortization (See Note 7) 135 58 43 Asbestos settlement – net (See Notes 11 and 15) 4 24 28 In-process research and development (See Note 2) 23 — — Business restructuring (See Note 8) 163 — 37 Other charges (See Note 15) 61 59 254 Other earnings (See Note 19) (165) (160) (142) Income from continuing operations before income taxes and minority interest 908 1,315 1,053 Income tax expense (See Note 13) 284 383 275 Minority interest 86 76 71 Income from continuing operations, net of tax 538 856 707 (Loss) income from discontinued operations, net of tax (See Note 3) — (22) 4 Net income $ 538 $ 834 $ 711 Earnings per common share (See Note 12) Income from continuing operations $ 3.27 $ 5.20 $ 4.27 (Loss) income from discontinued operations (See Note 3) — (0.13) 0.02 Net income $ 3.27 $ 5.07 $ 4.29 Earnings per common share – assuming dilution (See Note 12) Income from continuing operations $ 3.25 $ 5.16 $ 4.25 (Loss) income from discontinued operations (See Note 3) — (0.13) 0.02 Net Income $ 3.25 $ 5.03 $ 4.27 The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement. 30 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Consolidated Balance Sheet December 31 (Millions) 2008 2007 Assets Current assets Cash and cash equivalents $ 1,021 $ 526 Cash held in escrow (See Note 2) 24 1,706 Receivables (See Note 4) 2,804 2,522 Inventories (See Note 4) 1,702 1,532 Deferred income taxes (See Note 13) 515 418 Other 282 237 Total current assets 6,348 6,941 Property (See Note 5) 8,043 8,694 Less accumulated depreciation 5,245 6,116 Property – net 2,798 2,578 Investments (See Note 6) 509 370 Goodwill (See Note 7) 2,641 1,507 Identifiable intangible assets – net (See Note 7) 1,472 614 Other assets (See Note 13) 930 619 Total $14,698 $12,629 Liabilities and Shareholders’ Equity Current liabilities Short-term debt and current portion of long-term debt (See Note 9) $ 903 $ 1,819 Asbestos settlement (See Note 15) 491 593 Accounts payable and accrued liabilities (See Note 4) 2,816 2,220 Total current liabilities 4,210 4,632 Long-term debt (See Note 9) 3,009 1,201 Asbestos settlement (See Note 15) 244 324 Deferred income taxes (See Note 13) 425 164 Accrued pensions (See Note 14) 1,250 396 Other postretirement benefits (See Note 14) 1,072 997 Other liabilities (See Note 14) 999 603 Total liabilities 11,209 8,317 Commitments and contingent liabilities (See Note 15) Minority interest 156 161 Shareholders’ equity (See Note 16) Common stock 484 484 Additional paid-in capital 580 553 Retained earnings 8,156 7,963 Treasury stock, at cost (4,259) (4,267) Accumulated other comprehensive loss (See Note 17) (1,628) (582) Total shareholders’ equity 3,333 4,151 Total $14,698 $12,629 Shares outstanding were 164,198,633 and 163,800,668 as of December 31, 2008 and 2007, respectively. The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement. 2008 PPG ANNUAL REPORT AND FORM 10-K 31


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    Consolidated Statement of Shareholders’ Equity Accumulated Other Additional Unearned Comprehensive Common Paid-In Retained Treasury Compensation (Loss) Income (Millions) Stock Capital Earnings Stock (See Note 1) (See Note 17) Total Balance, January 1, 2006 $484 $352 $7,057 $(3,984) $(37) $ (819) $3,053 Net income — — 711 — — — 711 Other comprehensive income, net of tax — — — — — 339 339 Transition adjustment for adoption of SFAS No. 158 (See Note 1) — — — — — (459) (459) Cash dividends — — (316) — — — (316) Purchase of treasury stock — — — (153) — — (153) Issuance of treasury stock — 25 — 36 — — 61 Stock option activity — 31 — — — — 31 Repayment of loans by ESOP — — — — 12 — 12 Other — — 1 — — — 1 Balance, December 31, 2006 $484 $408 $7,453 $(4,101) $(25) $ (939) $3,280 Net income — — 834 — — — 834 Other comprehensive income, net of tax — — — — — 357 357 Cash dividends — — (335) — — — (335) Purchase of treasury stock — — — (274) — — (274) Issuance of treasury stock — 102 — 108 — — 210 Stock option activity — 43 — — — — 43 Repayment of loans by ESOP — — — — 25 — 25 Transition adjustment for adoption of FASB Interpretation No. 48 (See Note 1) — — 11 — — — 11 Balance, December 31, 2007 $484 $553 $7,963 $(4,267) $ — $ (582) $4,151 Net income — — 538 — — — 538 Other comprehensive (loss), net of tax — — — — — (1,046) (1,046) Cash dividends — — (343) — — — (343) Purchase of treasury stock — — — (7) — — (7) Issuance of treasury stock — 18 — 15 — — 33 Stock option activity — 9 — — — — 9 Transition adjustment for adoption of EITF No. 06-10 (See Note 1) — — (2) — — — (2) Balance, December 31, 2008 $484 $580 $8,156 $(4,259) $ — $(1,628) $3,333 Consolidated Statement of Comprehensive Income For the Year (Millions) 2008 2007 2006 Net income $ 538 $ 834 $ 711 Other comprehensive (loss) income, net of tax (See Note 17) Unrealized currency translation adjustment (499) 260 179 Defined benefit pension and other postretirement benefit adjustments (See Note 14) (494) 90 170 Unrealized (losses) gains on marketable equity securities (4) — 3 Net change – derivatives (See Note 11) (49) 7 (13) Other comprehensive (loss) income, net of tax (1,046) 357 339 Comprehensive (loss) income $ (508) $1,191 $1,050 The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements. 32 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Consolidated Statement of Cash Flows For the Year (Millions) 2008 2007 2006 Operating activities Net income $ 538 $ 834 $ 711 Loss (income) from discontinued operations, net of tax — 22 (4) Income from continuing operations, net of tax 538 856 707 Adjustments to reconcile to cash from operations Depreciation and amortization 563 403 375 Asbestos settlement, net of tax 2 15 17 Business restructuring 163 — 37 Write-off of in-process research and development 23 — — Restructuring cash spending (27) (15) (33) Bad debt expense 52 16 14 Equity affiliate loss (earnings) net of dividends 15 (11) (18) Increase (decrease) in net accrued pension benefit costs 78 (7) 21 Increase in receivables (4) (224) (92) Decrease (increase) in inventories 79 (49) (80) Increase in other current assets (123) (24) (11) Increase in accounts payable and accrued liabilities 15 72 61 Decrease (increase) in noncurrent assets 21 (100) (99) (Decrease) increase in noncurrent liabilities (132) 3 167 Other 95 60 50 Cash from operating activities – continuing operations 1,358 995 1,116 Cash from (used for) operating activities – discontinued operations — 1 (1) Cash from operating activities 1,358 996 1,115 Investing activities Capital spending Additions to property and investments (383) (364) (369) Business acquisitions, net of cash balances acquired (See Note 2) (1,673) (233) (402) Deposits held in escrow (See Note 2) (37) (1,718) (3) Release of deposits held in escrow (See Note 2) 1,740 2 67 Proceeds from sale of automotive glass and services business (See Note 3) 225 — — Proceeds from termination of currency swap contracts (See Note 11) 208 — — Reductions of other property and investments 45 68 48 Purchases of short-term investments (See Note 1) — — (963) Proceeds from sales of short-term investments (See Note 1) — — 963 Cash from (used for) investing activities – continuing operations 125 (2,245) (659) Cash from (used for) investing activities – discontinued operations — 38 (3) Cash from (used for) investing activities 125 (2,207) (662) Financing activities Debt: Borrowings to refinance acquired SigmaKalon debt (See Note 9) 1,143 — — Repayment of acquired SigmaKalon debt (See Note 9) (1,259) — — Proceeds from issuance of notes (net of discount and issuance costs) (See Note 9) 1,538 — — Repayment of bridge loan (See Note 9) (1,557) — — Net change in borrowings with maturities of three months or less (392) 698 (4) Proceeds from other short-term debt 329 1,129 143 Repayment of other short-term debt (442) (83) (212) Repayment of other long-term debt (41) (71) (26) Net change in cash related to debt transactions (681) 1,673 (99) Other financing activities: Proceeds from termination of interest rate swaps 40 — — Repayment of loans by employee stock ownership plan — 25 12 Purchase of treasury stock (7) (274) (153) Issuance of treasury stock 13 194 55 Dividends paid (343) (335) (316) Cash (used for) from financing activities – continuing operations (978) 1,283 (501) Cash (used for) from financing activities – discontinued operations — — — Cash (used for) from financing activities (978) 1,283 (501) Effect of currency exchange rate changes on cash and cash equivalents (10) 11 22 Net increase (decrease) in cash and cash equivalents 495 83 (26) Cash and cash equivalents, beginning of year 526 443 469 Cash and cash equivalents, end of year $ 1,021 $ 526 $ 443 The accompanying notes to the consolidated financial statements are an integral part of this consolidated statement. 2008 PPG ANNUAL REPORT AND FORM 10-K 33


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    Notes to the Consolidated Financial Statements 1. Summary of Significant Accounting Policies System S.p.A., a subsidiary of Zambon Company S.p.A., for approximately $65 million. The sale of this business Principles of Consolidation was completed in November 2007. The results of The accompanying consolidated financial statements operations and cash flows of this business, which had include the accounts of PPG Industries, Inc. (“PPG” or previously been included in the Optical and Specialty the “Company”), and all subsidiaries, both U.S. and Materials reportable segment, have been classified as non-U.S., that it controls. PPG owns more than 50% of discontinued operations in the accompanying the voting stock of the subsidiaries that it controls. consolidated statements of income and of cash flows for Investments in companies in which PPG owns 20% to the years ended December 31, 2007 and 2006. Sales of the 50% of the voting stock and has the ability to exercise fine chemicals business were $79 million and $99 million significant influence over operating and financial policies for the years ended December 31, 2007 and 2006, of the investee are accounted for using the equity method respectively. For the year ended December 31, 2007 the of accounting. As a result, PPG’s share of the earnings or fine chemicals business had a loss from discontinued losses of such equity affiliates is included in the operations of $22 million, which included a pretax charge accompanying consolidated statement of income and of $25 million ($19 million aftertax) related to the PPG’s share of these companies’ shareholders’ equity is divestiture of the fine chemicals business. For the year included in investments in the accompanying ended December 31, 2006, income from discontinued consolidated balance sheet. Transactions between PPG operations was $4 million. and its subsidiaries are eliminated in consolidation. Revenue Recognition Use of Estimates in the Preparation of Financial Statements Revenue from sales is recognized by all operating The preparation of financial statements in conformity segments when goods are shipped and title to inventory with U.S. generally accepted accounting principles and risk of loss passes to the customer or when services requires management to make estimates and assumptions have been rendered. that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at Shipping and Handling Costs the date of the financial statements, as well as the reported Amounts billed to customers for shipping and amounts of income and expenses during the reporting handling are reported in “Net sales” in the accompanying period. Actual outcomes could differ from those consolidated statement of income. Shipping and handling estimates. costs incurred by the Company for the delivery of goods to customers are included in “Cost of sales, exclusive of Basis of Presentation depreciation and amortization” in the accompanying In July 2008, the Company entered into an agreement consolidated statement of income. to divest its automotive OEM glass and automotive replacement glass and services businesses (“automotive Selling, General and Administrative Costs glass and services business”). Under the agreement, PPG Amounts presented as “Selling, general and would receive a minority ownership interest in the new administrative” in the accompanying consolidated company formed by the buyer. In accordance with the statement of income are comprised of selling, customer requirements of Statement of Financial Accounting service, distribution and advertising costs, as well as the Standards, (“SFAS”) No. 144, “Accounting for the costs of providing corporate-wide functional support in Impairment or Disposal of Long-Lived Assets,” the results such areas as finance, law, human resources and planning. of the automotive glass and services business were Distribution costs pertain to the movement and storage of reported as discontinued operations beginning in finished goods inventory at company-owned and leased September 2007, and in the second quarter of 2008 the warehouses, terminals and other distribution facilities. business was reclassified into continuing operations Certain of these costs may be included in cost of sales by because of PPG’s continuing involvement arising from the other companies, resulting in a lack of comparability with approximate 40% retained equity interest. The transaction other companies. was completed on September 30, 2008. The results of the Legal Costs automotive glass and services business through September 30, 2008 are reported as part of the Glass reportable Legal costs are expensed as incurred. segment in the accompanying financial statements. See Foreign Currency Translation Note 3, “Divestiture of Automotive Glass and Services For all significant non-U.S. operations, their Business” for additional information. functional currency is their local currency. Assets and In the third quarter of 2007, PPG entered into an liabilities of those operations are translated into U.S. agreement to sell its fine chemicals business to ZaCh dollars using year-end exchange rates; income and 34 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Notes to the Consolidated Financial Statements expenses are translated using the average exchange rates or extend the lives of properties are capitalized. Costs for for the reporting period. Unrealized currency translation repairs and maintenance are charged to expense as adjustments are deferred in accumulated other incurred. When property is retired or otherwise disposed comprehensive (loss) income, a separate component of of, the original cost and related accumulated depreciation shareholders’ equity. balance are removed from the accounts and any related gain or loss is included in income. Amortization of the Cash Equivalents cost of capitalized leased assets is included in depreciation Cash equivalents are highly liquid investments expense. Property and other long-lived assets are reviewed (valued at cost, which approximates fair value) acquired for impairment whenever events or circumstances indicate with an original maturity of three months or less. that their carrying amounts may not be recoverable. Goodwill and Identifiable Intangible Assets Cash Held in Escrow Goodwill represents the excess of the cost over the Cash held in escrow is restricted cash and consists of fair value of acquired identifiable tangible and intangible amounts deposited into third-party escrow accounts to assets less liabilities assumed from acquired businesses. comply with contractual stipulations or legal Identifiable intangible assets acquired in business requirements. Cash deposited into escrow or released combinations are recorded based upon their fair value at from escrow is classified as an investing activity in the the date of acquisition. consolidated statement of cash flows. The Company tests goodwill of each reporting unit Short-term Investments for impairment at least annually in connection with PPG’s strategic planning process in the third quarter. The Short-term investments are highly liquid investments goodwill impairment test is performed by comparing the that have stated maturities of three months to one year. fair value of the associated reporting unit to its carrying The purchases and sales of these investments are classified value. The Company’s reporting units are its operating as investing activities in the consolidated statement of segments. (See Note 24, “Reportable Business Segment cash flows. Information” for further information concerning the Company’s operating segments.) Fair value is estimated Inventories using discounted cash flow methodologies and market Most U.S. inventories are stated at cost, using the last- comparable information. in, first-out (“LIFO”) method of accounting, which does not exceed market. All other inventories are stated at cost, The Company has determined that certain acquired using the first-in, first-out (“FIFO”) method of trademarks have indefinite useful lives. The Company accounting, which does not exceed market. PPG tests the carrying value of these trademarks for determines cost using either average or standard factory impairment at least annually in the third quarter by costs, which approximate actual costs, excluding certain comparing the fair value of each trademark to its carrying fixed costs such as depreciation and property taxes. value. Fair value is estimated by using the relief from royalty method (a discounted cash flow methodology). Marketable Equity Securities Identifiable intangible assets with finite lives are The Company’s investment in marketable equity amortized on a straight-line basis over their estimated securities is recorded at fair market value and reported in useful lives (2 to 25 years) and are reviewed for “Other current assets” and “Investments” in the impairment whenever events or circumstances indicate accompanying consolidated balance sheet with changes in that their carrying amount may not be recoverable. fair market value recorded in income for those securities designated as trading securities and in other Employee Stock Ownership Plan comprehensive (loss) income, net of tax, for those Compensation expense related to the employee stock designated as available for sale securities. ownership plan (“ESOP”) was equal to the Company’s matching contribution in 2008. Property PPG accounted for its ESOP in accordance with Property is recorded at cost. PPG computes Statement of Position (“SOP”) No. 93-6 for PPG common depreciation by the straight-line method based on the stock purchased after December 31, 1992 (“new ESOP estimated useful lives of depreciable assets. Additional shares”). As permitted by SOP No. 93-6, shares purchased expense is recorded when facilities or equipment are prior to December 31, 1992 (“old ESOP shares”) were subject to abnormal economic conditions or obsolescence. accounted for in accordance with SOP No. 76-3. ESOP Significant improvements that add to productive capacity shares were released for future allocation to participants 2008 PPG ANNUAL REPORT AND FORM 10-K 35


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    Notes to the Consolidated Financial Statements based on the ratio of debt service paid during the year on Product Warranties loans used by the ESOP to purchase the shares to the The Company accrues for product warranties at the remaining debt service on these loans. These loans were a time the associated products are sold based on historical combination of borrowings guaranteed by PPG and claims experience. As of December 31, 2008 and 2007, borrowings by the ESOP directly from PPG. No loan the reserve for product warranties was $10 million and $9 balances remained outstanding as of December 31, 2007. million, respectively. Pretax charges against income for Unearned compensation was reflected as a reduction of product warranties in 2008, 2007 and 2006 totaled $7 shareholders’ equity as of December 31, 2006, which million, $5 million and $4 million, respectively. Cash principally represented the unpaid balance of all of the outlays related to product warranties were $7 million, $6 ESOP’s loans. Dividends received by the ESOP were million and $5 million in 2008, 2007 and 2006, primarily used to pay debt service. respectively. In addition, $1 million of warranty When old ESOP shares were released, compensation obligations were assumed as part of the Company’s 2008 expense was equal to cash contributed to the ESOP by the business acquisitions. Company less the appreciation on the allocated old ESOP Asset Retirement Obligations shares. Cash contributions to the ESOP were reduced by $30 million in 2007 and $18 million in 2006 for the An asset retirement obligation represents a legal appreciation on the old shares allocated to participants’ obligation associated with the retirement of a tangible accounts in each of those years. Dividends paid on old long-lived asset that is incurred upon the acquisition, ESOP shares were deducted from retained earnings. Old construction, development or normal operation of that ESOP shares were considered to be outstanding in long-lived asset. PPG recognizes asset retirement computing earnings per common share. For new ESOP obligations in the period in which they are incurred, if a shares, compensation expense was equal to the reasonable estimate of fair value can be made. The asset Company’s matching contribution (see Note 18, retirement obligation is subsequently adjusted for changes “Employee Stock Ownership Plan”). Dividends paid on in fair value. The associated estimated asset retirement released new ESOP shares were deducted from retained costs are capitalized as part of the carrying amount of the earnings, and dividends on unreleased shares were long-lived asset and depreciated over its useful life. PPG’s reported as a reduction of debt or accrued interest. New asset retirement obligations are primarily associated with ESOP shares that were released were considered closure of certain assets used in the chemicals outstanding in computing earnings per common share. manufacturing process. Unreleased new ESOP shares were not considered to be The accrued asset retirement obligation was $14 outstanding. million and $11 million as of December 31, 2008 and 2007, respectively. Derivative Financial Instruments and Hedge Activities The Company recognizes all derivative instruments as PPG’s only conditional asset retirement obligation either assets or liabilities at fair value on the balance relates to the possible future abatement of asbestos sheet. The accounting for changes in the fair value of a contained in certain PPG production facilities. The derivative depends on the use of the derivative. To the asbestos in PPG’s production facilities arises from the extent that a derivative is effective as a cash flow hedge of application of normal and customary building practices in an exposure to future changes in value, the change in fair the past when the facilities were constructed. This value of the derivative is deferred in accumulated other asbestos is encapsulated in place and, as a result, there is comprehensive (loss) income. Any portion considered to no current legal requirement to abate it. Inasmuch as there be ineffective is reported in earnings immediately, is no requirement to abate, the Company does not have including changes in value related to credit risk. To the any current plans or an intention to abate and therefore extent that a derivative is effective as a hedge of an the timing, method and cost of future abatement, if any, exposure to future changes in fair value, the change in the are not known. The Company has not recorded an asset derivative’s fair value, to the extent effective, is offset in retirement obligation associated with asbestos abatement, the consolidated statement of income by the change in fair given the uncertainty concerning the timing of future value of the item being hedged. To the extent that a abatement, if any. derivative or a financial instrument is effective as a hedge of a net investment in a foreign operation, the change in Pensions and Other Postretirement Benefits the derivative’s fair value is deferred as an unrealized In September 2006, the Financial Accounting currency translation adjustment in accumulated other Standards Board, (“FASB”) issued SFAS No. 158, comprehensive (loss) income. “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).” Under this 36 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Notes to the Consolidated Financial Statements standard, a company must recognize a net liability or asset 157 for measuring nonfinancial assets and liabilities on to report the funded status of its defined benefit pension future results of operations and financial position, which is and other postretirement benefit plans on its consolidated not expected to be significant. balance sheet as well as recognize changes in that funded status in the year in which the changes occur, through SFAS No. 157 defines fair value as the price that would charges or credits to comprehensive income. SFAS No. be received to sell an asset or paid to transfer a liability in 158 does not change how pensions and other an orderly transaction between market participants, as of postretirement benefits are accounted for and reported in the measurement date. The standard establishes a hierarchy the income statement. As a result of the adoption of SFAS of inputs employed to determine fair value measurements, No. 158 on December 31, 2006, the Company increased with three levels. Level 1 inputs are quoted prices in active its net pension and other postretirement benefit liabilities markets for identical assets and liabilities, are considered to by $459 million by recording a direct adjustment to be the most reliable evidence of fair value, and should be accumulated other comprehensive loss. See Note 14, used whenever available. Level 2 inputs are observable “Pensions and Other Postretirement Benefits,” for prices that are not quoted on active exchanges. Level 3 additional information. inputs are unobservable inputs employed for measuring the fair value of assets or liabilities. Uncertain Tax Positions The Company’s financial assets and liabilities that are In June 2006, the FASB issued FASB Interpretation reported at fair value in the accompanying consolidated (“FIN”) No. 48, “Accounting for Uncertainty in Income balance sheet, as of December 31, 2008, were as follows: Taxes, an interpretation of FASB Statement No. 109” (Millions) Level 1 Level 2 Level 3 Total (“FIN No. 48”). FIN No. 48 clarifies the accounting for Other current assets: uncertainty in income taxes recognized in an enterprise’s Foreign currency contracts $ — $ 7 $ — $ 7 financial statements and prescribes a recognition Marketable equity securities 4 — — 4 threshold and measurement attribute for the financial Investments: Marketable equity securities 48 2 — 50 statement recognition and measurement of a tax position Other assets: taken or expected to be taken in a tax return. The Natural gas swap contracts — 1 — 1 Company adopted the provisions of FIN No. 48 as of Interest rate swaps — 3 — 3 Cross currency swaps — 21 — 21 January 1, 2007. As a result of the implementation of FIN Accounts payable and accrued No. 48, the Company reduced its liability for liabilities: unrecognized tax benefits by $11 million, which was Foreign currency contracts — 16 — 16 Equity forward arrangement — 6 — 6 recorded as a direct increase in retained earnings. Refer to Natural gas swap contracts — 62 — 62 Note 13, “Income Taxes” for additional information. Other liabilities: Foreign currency contracts — 6 — 6 Accounting Standards Adopted in 2008 Natural gas swap contracts — 24 — 24 Cross currency swaps — 151 — 151 In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which In February 2007, the FASB issued SFAS No. 159, defines fair value, establishes a framework in generally “The Fair Value Option for Financial Assets and Financial accepted accounting principles for measuring fair value and Liabilities – Including an Amendment of FASB Statement expands disclosures about fair value measurements. This No. 115” (“SFAS No. 159”). SFAS No. 159 permits standard only applies when other standards require or entities to choose to measure eligible items at fair value at permit the fair value measurement of assets and liabilities. specified election dates and report unrealized gains and It does not increase the use of fair value measurement. losses on items, for which the fair value option has been SFAS No. 157 is effective for fiscal years beginning after elected, in earnings at each subsequent reporting date. November 15, 2007, except as it relates to nonrecurring fair SFAS No. 159 is effective for fiscal years beginning after value measurements of nonfinancial assets and liabilities November 15, 2007. The adoption of SFAS No. 159 in the for which the standard is effective for fiscal years beginning first quarter of 2008 did not have an impact on PPG’s after November 15, 2008, as mandated by FASB Staff consolidated results of operations or financial position. Position No. 157-2, “Effective Date of FASB Statement No. 157.” The adoption of SFAS No. 157 with respect to In March 2007, the Emerging Issues Task Force financial assets and liabilities in the first quarter of 2008 (“EITF”) issued EITF No. 06-10, “Accounting for Collateral did not have a significant effect on PPG’s consolidated Assignment Split-Dollar Life Insurance Arrangements” results of operations or financial position. The standard did (“EITF 06-10”). Under the provisions of EITF 06-10, an not have a significant impact on PPG’s 2008 results of employer is required to recognize a liability for the operations or PPG’s financial position as of December 31, postretirement benefit related to a collateral assignment 2008. The Company is evaluating the impact of SFAS No. split-dollar life insurance arrangement in accordance with 2008 PPG ANNUAL REPORT AND FORM 10-K 37


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    Notes to the Consolidated Financial Statements either SFAS No. 106, “Employers’ Accounting for 2009, PPG will apply the provisions of SFAS No. 141(R) Postretirement Benefits Other Than Pensions,” or to its accounting for applicable business combinations. Accounting Principles Board Opinion No. 12, “Omnibus In December 2007, the FASB issued SFAS No. 160, Opinion – 1967,” if the employer has agreed to maintain a “Noncontrolling Interests in Consolidated Financial life insurance policy during the employee’s retirement or Statements—an amendment of ARB No. 51” (“SFAS No. provide the employee with a death benefit based on the 160”). This statement is effective for fiscal years, and substantive arrangement with the employee. The provisions interim periods within those fiscal years, beginning on or of EITF 06-10 also require an employer to recognize and after December 15, 2008. SFAS No. 160 requires the measure the asset in a collateral assignment split-dollar life recognition of a noncontrolling interest (minority insurance arrangement based on the nature and substance interest) as equity in the consolidated financial statements of the arrangement. EITF 06-10 was effective as of and separate from the parent’s equity. The amount of net January 1, 2008. PPG has collateral assignment split-dollar income attributable to the noncontrolling interest will be life insurance arrangements within the scope of EITF 06-10. included in consolidated net income on the face of the The Company adopted the provisions of EITF 06-10 as of income statement. SFAS No. 160 amends certain of ARB January 1, 2008. As a result of the adoption, the Company No. 51’s consolidation procedures for consistency with recognized a liability of $2 million, representing the present the requirements of SFAS No. 141(R). This statement value of the future premium payments to be made under the requires changes in the parent’s ownership interest in existing policies. In accordance with the transition consolidated subsidiaries to be accounted for as equity provisions of EITF 06-10, this amount was recorded as a transactions. This statement also includes expanded direct decrease to retained earnings. No adjustment to the disclosure requirements regarding the interests of the recorded asset value was required upon adoption. parent and related noncontrolling interests. Beginning Accounting Standards to be Adopted in Future Years January 1, 2009, PPG will apply the provisions of SFAS No. 160 to its accounting for noncontrolling interests and In December 2007, the FASB issued SFAS No. 141 its financial statement disclosures. (revised 2007), “Business Combinations” (“SFAS No. 141(R)”), which replaces SFAS No. 141, “Business In November 2007, EITF Issue No. 07-1, “Accounting Combinations.” SFAS No. 141(R) retains the underlying for Collaborative Arrangements” (“EITF 07-1”), which concepts of SFAS No. 141 in that all business defines collaborative arrangements and establishes combinations are still required to be accounted for at fair reporting and disclosure requirements for such value under the acquisition method of accounting arrangements, was issued. EITF 07-1 is effective for fiscal (formerly known as the purchase method of accounting), years beginning after December 15, 2008. The Company is but SFAS No. 141(R) changes the method of applying the continuing to evaluate the impact of adopting the acquisition method in a number of significant aspects. provisions of EITF 07-1; however, it does not anticipate Acquisition costs will generally be expensed as incurred; that adoption will have a material effect on its consolidated noncontrolling interests will be valued at fair value at the results of operations or financial position. acquisition date; in-process research and development In March 2008, the FASB issued SFAS No. 161, will be recorded at fair value as an indefinite-lived “Disclosures about Derivative Instruments and Hedging intangible asset at the acquisition date; restructuring costs Activities,” (“SFAS No. 161”) which changes the disclosure associated with a business combination will generally be requirements for derivative instruments and hedging expensed subsequent to the acquisition date; and changes activities. This statement’s disclosure requirements are in deferred tax asset valuation allowances and income tax effective for fiscal years and interim periods beginning after uncertainties after the acquisition date generally will November 15, 2008. SFAS No. 161 requires enhanced affect income tax expense. SFAS No. 141(R) is effective disclosures about (a) how and why an entity uses derivative on a prospective basis for all business combinations for instruments, (b) how derivative instruments and related which the acquisition date is on or after the beginning of hedged items are accounted for under SFAS No. 133, the first annual period subsequent to December 15, 2008, “Accounting for Derivative Instruments and Hedging with an exception related to the accounting for valuation Activities” and its related interpretations, and (c) how allowances on deferred taxes and acquired tax derivative instruments and related hedged items affect an contingencies related to acquisitions completed before the entity’s financial position, financial performance, and cash effective date. SFAS No. 141(R) amends SFAS No. 109 to flows. PPG will apply the provisions of SFAS No. 161 to its require adjustments, made after the effective date of this financial statement disclosures beginning in 2009. statement, to valuation allowances for acquired deferred tax assets and uncertain income tax positions to be 2. Acquisitions recognized as income tax expense. Beginning January 1, The Company spent $1,673 million on acquisitions (net of cash acquired of $136 million) in 2008, including 38 2008 PPG ANNUAL REPORT AND FORM 10-K


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    Notes to the Consolidated Financial Statements purchase price adjustments related to 2007 acquisitions. years. Customer-related intangibles will be amortized over Most of this spending was related to the January 2, 2008 an estimated weighted-average amortization period of 12 acquisition of SigmaKalon, a worldwide coatings producer years, acquired technology will be amortized over an based in Uithoorn, Netherlands, from global private estimated weighted-average amortization period of seven investment firm Bain Capital (“the seller”). The acquired years and trade names will be amortized over an estimated SigmaKalon business produces architectural, protective weighted-average amortization period of 15 years. and marine and industrial coatings and is a leading Estimated future amortization expense related to these coatings supplier in Europe and other key markets across identifiable intangible assets is approximately $75 million the globe, with an increasing presence in Africa and Asia. in each of the next five years. The results of these businesses have been included in Goodwill related to the SigmaKalon acquisition has PPG’s consolidated results of operations from January 2, been recorded by PPG’s reportable segments as follows: 2008 onward. The 2008 sales of the acquired SigmaKalon $1,045 million by Architectural Coatings – EMEA, $112 businesses were $3.2 billion. million by Performance Coatings (protective and marine The total transaction value was approximately $3.2 operating segment) and $196 million by Industrial billion, consisting of cash paid to the seller of $1,673 Coatings (industrial operating segment). million and debt assumed of $1,517 million. The cash The step up to fair value of acquired inventory as part paid to the seller consisted of €717 million ($1,056 of the purchase price allocation totaled $94 million. This million) and $617 million. In 2007, PPG issued $617 amount was included in cost of sales, exclusive of million of commercial paper and borrowed $1,056 million depreciation and amortization, in the accompanying (€717 million) under the €1 billion bridge loan agreement consolidated statement of income for the year ended established in December 2007 in anticipation of December 31, 2008 as the related inventory was sold to completing the SigmaKalon acquisition. The proceeds customers in the first quarter of 2008. The amount from these borrowings were deposited into escrow in allocated to in-process research and development was December 2007. Upon closing of the transaction on charged to expense in the first quarter of 2008. January 2, 2008, these amounts were released from escrow and paid to the seller. The funds held in escrow The following information reflects the results of were reported as “Cash held in escrow” in the PPG’s operations for the year ended December 31, 2007 accompanying consolidated balance sheet as of December on a pro forma basis as if the acquisition of SigmaKalon 31, 2007. had been completed on January 1, 2007. The unaudited pro forma financial information was prepared to give pro The following table summarizes the final purchase forma effect to events that are 1) directly attributable to price allocation for the SigmaKalon acquisition. the acquisition, 2) factually supportable and 3) expected (Millions) to have a continuing impact on the combined results. Pro Current assets (including cash of $136) $ 1,415 forma adjustments have been made to illustrate the Property, plant, and equipment 635 incremental impact on earnings of interest costs on the Customer-related intangibles 685 borrowings to acquire SigmaKalon, amortization expense Trade names 277 related to acquired intangible assets of SigmaKalon, and Acquired technology 122 the tax benefit associated with the incremental interest Goodwill (non-deductible) 1,353 costs and amortization expense. The following unaudited Other 172 pro forma information does not include certain cost Total assets 4,659 savings or operating synergies (or costs associated with Short-term debt (1,507) realizing such savings or synergies) that may result from Current liabilities (798) the acquisition. Long-term debt (10) (Millions, except per share amounts) Deferred taxes (389) Condensed Consolidated Pro Forma Information Year Ended Other long-term liabilities (305) (unaudited) Dec. 31, 2007 Net assets 1,650 Net sales $15,140 In-process research and development 23 Net income $ 795 Total purchase price $ 1,673 Earnings per common share $ 4.83 Earnings per common share – assuming dilution $ 4.79 Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The unaudited pro forma information is provided for The identifiable intangible assets acquired in the illustrative purposes only and does not purport to SigmaKalon transaction will be amortized over an represent what PPG’s consolidated results of operations estimated weighted-average amortization period of 11 would have been had the transaction actually occurred as 2008 PPG ANNUAL REPORT AND FORM 10-K 39


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    Notes to the Consolidated Financial Statements of January 1, 2007, and does not purport to project PPG’s purchase price allocation resulted in an excess of purchase future consolidated results of operations. price over the fair value of net assets acquired, which has been reflected as an addition to goodwill. During 2008, the Company made several other acquisitions in the coatings businesses. The following The following table summarizes the estimated fair table summarizes the estimated fair value of assets value of assets acquired and liabilities assumed as a result acquired and liabilities assumed as a result of these of the acquisitions completed in 2007 and reflected in the acquisitions and reflected in the preliminary purchase purchase price allocations and adjustments recorded as of price allocations and adjustments recorded as of December 31, 2007. There were no significant adjustments December 31, 2008. No significant adjustments to these to these amounts subsequent to December 31, 2007. preliminary allocations are expected. (Millions) (Millions) Current assets $124 Current assets $ 38 Property, plant, and equipment 38 Property, plant, and equipment 6 Goodwill 59 Goodwill 21 Other non-current assets 67 Other current assets 38 Total assets 288 Other non-current assets 34 Current liabilities (48) Total assets 137 Long-term liabilities (7) Long-term liabilities (1) Net assets $233 Net assets $136 During 2006, the Company made several The Company spent $233 million on several acquisitions, primarily in the coatings and optical acquisitions in 2007, including purchase price products businesses. The total cost of these acquisitions adjustments related to 2006 acquisitions. The 2007 results was $482 million, consisting of $402 million of cash and of the acquired businesses have been included in PPG’s the assumption of $80 million of debt. In addition, certain consolidated results of operations for the period since the of these acquisitions also provide for contingent payments acquisitions were completed. Sales in 2007 increased by and/or escrowed holdbacks that could result in future approximately $592 million due to acquisitions and the adjustments to the cost of the acquisitions. acquired businesses were accretive to earnings in 2007. The largest of the transactions completed during 2006 The largest of the transactions completed in 2007 were were the acquisition of the performance coatings and the acquisition of Barloworld Coatings Australia and the finishes businesses of Ameron International Corporation, acquisition of the architectural and industrial coatings the acquisitions of Sierracin Corporation and Intercast businesses of Renner Sayerlack, S.A. Europe, S.p.A., and the acquisition of the remaining 50% In the third quarter of 2007, PPG acquired share of Dongju Industrial Co., Ltd. Barloworld Coatings Australia, the architectural paint unit The following table summarizes the estimated fair of South African-based Barloworld, Ltd., a multinational value of assets acquired and liabilities assumed as a result industrial brand management company. Barloworld of the acquisitions completed in 2006 and reflected in the Coatings Australia, a leading Australian architectural purchase price allocations and adjustments recorded as of paint manufacturer, produces Taubmans, Bristol and December 31, 2006. There were no significant adjustments White Knight brands of architectural coatings. The to these amounts subsequent to December 31, 2006. acquisition includes a production facility in Villawood, (Millions) New South Wales. Barloworld Coatings Australia distributes products through approximately 50 company- Current assets $ 296 owned stores, a network of sole-brand distributors and Property, plant, and equipment 150 numerous independent dealers. In addition, the Goodwill 158 company’s paints are sold through Bunnings, Australia’s Other non-current assets 102 largest home-improvement retailer, and exported to New Total assets 706 Zealand. Barloworld Coatings Australia sales in 2006 were Short-term debt (69) approximately $150 million. Current liabilities (153) Long-term debt (11) During the first quarter of 2007, the Company acquired Long-term liabilities (71) the architectural and industrial coatings businesses of Renner Sayerlack, S.A., Gravatai, Brazil, to expand its Net assets $ 402 coatings businesses in Latin America. The acquired business operates manufacturing plants in Brazil, Chile, and Uruguay and each plant also serves as a distribution center. The 40 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 43

    Notes to the Consolidated Financial Statements 3. Divestiture of Automotive Glass and Services selling, general and administrative expenses in the Business accompanying consolidated statement of income for the year ended December 31, 2008. During the third quarter of 2007, the Company entered into an agreement to sell its automotive glass and The transaction with affiliates of Kohlberg was services business to Platinum Equity (“Platinum”) for completed on September 30, 2008, with PPG receiving approximately $500 million. Accordingly, the assets and total proceeds of $315 million, including $225 million in liabilities of this business were classified as held for sale cash and two 6-year notes totaling $90 million ($60 and the results of operations and cash flows of this million at 8.5% interest and $30 million at 10% interest). business were classified as discontinued operations. In the Both notes, which may be prepaid at any time without fourth quarter of 2007, PPG was notified that affiliates of penalty, are senior to the equity of the new company. In Platinum had filed suit in the Supreme Court of the State addition, PPG received a minority interest of of New York, County of New York, alleging that Platinum approximately 40 percent in the new company, Pittsburgh was not obligated to consummate the agreement. Glass Works LLC. This transaction resulted in a third Platinum also terminated the agreement. PPG has sued quarter 2008 gain of $15 million pretax, net of transaction Platinum and certain of its affiliates for damages, costs, and is included in “Other income” in the including the $25 million breakup fee stipulated by the accompanying consolidated statement of income for the terms of the agreement, based on various alleged actions year ended December 31, 2008. The aftertax gain on the of the Platinum parties. While the transaction with transaction was $3 million, reflective of tax expense of Platinum was terminated, PPG management remained $12 million. Tax expense on the gain includes the tax cost committed to a sale of the automotive glass and services of repatriating certain transaction proceeds from Canada business and continued to classify its assets and liabilities to the U.S. and the impact of certain permanent book/tax as held for sale and report its results of operations and differences which resulted in a larger taxable gain. PPG cash flows as discontinued operations through the first will account for its interest in Pittsburgh Glass Works quarter of 2008. LLC under the equity method of accounting from October 1, 2008 onward. PPG has retained certain In July 2008, PPG entered into an agreement with liabilities for pension and post-employment benefits affiliates of Kohlberg & Company, LLC, under which PPG earned for service up to September 30, 2008, totaling would divest the automotive glass and services business to approximately $280 million at December 31, 2008. PPG a new company formed by affiliates of Kohlberg. Under expects to recognize expense of approximately $15 the agreement, PPG would receive a minority interest in million related to these obligations in 2009. In addition, the new company, and, as such, the accounting PPG is providing certain transition services, including requirements of SFAS No. 144 for classifying the business information technology and accounting services, to as assets held for sale and reporting its results of Pittsburgh Glass Works LLC for a period of up to two operations and cash flows as discontinued operations had years. no longer been met. The assets and liabilities of the business have been classified as held for use in the In December 2008, Pittsburgh Glass Works LLC consolidated balance sheet as of December 31, 2007, and announced its intention to close its Oshawa, Canada the results of operations and cash flows of the business manufacturing plant in the first quarter of 2009. Under through September 30, 2008 have been classified as Canadian pension regulations, this closure will result in a continuing operations in the Glass reportable segment in partial wind-up of the pension plans for former employees the accompanying consolidated statements of income and in Canada that were retained by PPG. This will result in a cash flows for the three years ended December 31, 2008. settlement charge against PPG earnings and a required cash contribution to the plans in amounts that will be In the second quarter of 2008, as a result of the determined as of the settlement date, which will occur reclassification of the automotive glass and services later in 2009 or in 2010 following a required review of the business to continuing operations, PPG recorded a one- partial wind-up by the Canadian pension authorities. The time, non-cash charge of $17 million ($11 million amount of the pretax charge and the cash contribution is aftertax) to reflect a catch-up of depreciation expense, currently estimated to be in the range of $20-$30 million which was suspended during the period the business was and $10-$15 million, respectively. A similar outcome to classified as a discontinued operation. Additionally, in the PPG would result from a future decision by Pittsburgh second quarter of 2008, PPG recorded a charge of $19 Glass Works LLC management to close its remaining million ($12 million aftertax) for special termination manufacturing plant in Canada. benefits and a pension curtailment loss relating to the impact of benefit changes, including accelerated vesting, negotiated as part of the sale. This charge is included in 2008 PPG ANNUAL REPORT AND FORM 10-K 41


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    Notes to the Consolidated Financial Statements 4. Working Capital Detail 6. Investments (Millions) 2008 2007 (Millions) 2008 2007 Investments in and advances to equity affiliates $381 $190 Receivables Customers $2,640 $2,369 Marketable equity securities Equity affiliates 22 35 Trading (See Note 14) 47 80 Other 245 169 Available for sale 4 9 Allowance for doubtful accounts (103) (51) Other 77 91 Total $509 $370 Total $2,804 $2,522 Inventories(1) The Company’s investments in and advances to Finished products $1,045 $ 937 equity affiliates includes its approximately 40 percent Work in process 134 131 interest in Pittsburgh Glass Works LLC, which had a Raw materials 412 323 carrying value, including $90 million in notes receivable, Supplies 111 141 of $183 million at December 31, 2008 (see Note 3, Total $1,702 $1,532 “Divestiture of Automotive Glass and Services Business”). The Company’s investments in and advances to equity Accounts payable and accrued liabilities affiliates also include 50% ownership interests in a Trade creditors $1,402 $1,182 number of joint ventures that manufacture and sell Accrued payroll 378 326 coatings, glass and chemicals products, the most Customer rebates 208 142 significant of which produce fiber glass products and are Other postretirement and pension benefits 102 90 located in Asia. Income taxes 62 49 In addition, PPG has a fifty-percent ownership interest Other 664 431 in RS Cogen, L.L.C., which toll produces electricity and Total $2,816 $2,220 steam primarily for PPG and its joint venture partner. The (1) Inventories valued using the LIFO method of inventory valuation joint venture was formed with a wholly-owned subsidiary comprised 35% and 50% of total gross inventory values as of of Entergy Corporation in 2000 for the construction and December 31, 2008 and 2007, respectively. If the FIFO method of operation of a $300 million process steam, natural gas-fired inventory valuation had been used, inventories would have been $213 million and $234 million higher as of December 31, 2008 and 2007, cogeneration facility in Lake Charles, La., the majority of respectively. During the year ended December 31, 2008 and 2007, which was financed by a syndicate of banks. PPG’s future certain inventories accounted for on the LIFO method of accounting commitment to purchase electricity and steam from the were reduced, which resulted in the liquidation of certain quantities carried at costs prevailing in prior years. The net effect on earnings was joint venture approximates $25 million per year subject to not material. contractually defined inflation adjustments for the next 15 years. The purchases for the years ended December 31, 5. Property 2008, 2007 and 2006 were $24 million, $25 million and Useful $24 million, respectively. Lives (Millions) (years) 2008 2007 Summarized financial information of PPG’s equity Land and land affiliates on a 100 percent basis, in the aggregate, is as improvements 5-30 $ 453 $ 418 follows: Buildings 20-40 1,416 1,391 (Millions) 2008 2007 Machinery and equipment(1) 5-25 5,338 6,164 Working capital $ 284 $ 60 Other 3-20 604 553 Property, net 958 818 Construction in progress 232 168 Short-term debt (133) (75) Total(2) $8,043 $8,694 Long-term debt (565) (392) (1) Factors reducing machinery and equipment in 2008 were the sale of the Other, net 229 23 automotive glass and services business, asset write-offs included in the Net assets $ 773 $ 434 business restructuring and the impact of currency. These factors were partially offset by increases due to the acquisition of SigmaKalon and (Millions) 2008 2007 2006 2008 capital spending. Revenues $885 $ 674 $ 721 (2) Interest capitalized in 2008, 2007 and 2006 was $8 million, $11 Net earnings $ 14 $ 66 $ 66 million and $7 million, respectively. PPG’s share of undistributed net earnings of equity affiliates was $60 million and $75 million as of December 31, 2008 and 2007, respectively. Dividends received from equity affiliates were $18 million, $21 million and $16 million in 2008, 2007 and 2006, respectively. 42 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 45

    Notes to the Consolidated Financial Statements As of December 31, 2008 and 2007, there were Most of the increase in gross carrying amount of unrealized pretax losses of $1 million and unrealized identifiable intangible assets from December 31, 2007 to pretax gains of $4 million, respectively, recorded in December 31, 2008 is the result of the SigmaKalon “Accumulated other comprehensive loss” in the acquisition offset somewhat by the impact of foreign accompanying consolidated balance sheet related to currency changes. marketable equity securities available for sale. During Aggregate amortization expense was $135 million, 2008, PPG sold certain of these investments resulting in $58 million and $43 million in 2008, 2007 and 2006, recognition of pretax gains of $0.1 million and proceeds respectively. The estimated future amortization expense of $1 million. During 2007, PPG sold certain of these of identifiable intangible assets during each of the next investments resulting in recognition of a pretax gain of $2 five years is approximately $135 million. million and proceeds of $8 million. 7. Goodwill and Other Identifiable Intangible Assets 8. Business Restructuring The change in the carrying amount of goodwill During the third quarter of 2008, the Company attributable to each reportable business segment for the finalized a restructuring plan that is part of implementing years ended December 31, 2008 and 2007 was as follows: PPG’s global transformation strategy and the integration Optical of its acquisition of SigmaKalon, completed January 2, Architectural and 2008. As part of the restructuring, PPG will close several Performance Industrial Coatings— Specialty (Millions) Coatings Coatings EMEA Materials Glass Total coatings manufacturing facilities, including those in Balance, Clarkson, Ont., Canada, and Geldermalsen, Netherlands, Jan. 1, 2007 $ 943 $285 — $55 $ 83 $1,366 which are anticipated to close in the second and third Goodwill from quarters of 2009, respectively. The consultation with the acquisitions 55 7 — (3) — 59 applicable works council at Geldermalsen has been Currency completed. Other staffing reductions will occur in PPG’s translation 53 18 — 5 6 82 coatings businesses in North America and Europe. PPG Balance, closed its Owen Sound, Ont., Canada, glass Dec. 31, 2007 $1,051 $310 — $57 $ 89 $1,507 manufacturing facility and idled one float glass Goodwill from production line at its Mt. Zion, Ill., facility in the fourth acquisitions 122 209 1,047 (4) — 1,374 quarter of 2008. Other actions included writing off idle Impact of production assets in PPG’s fiber glass and chemicals divestiture businesses. (See Note 3) — — — — (29) (29) In the third quarter of 2008, the Company recorded a Currency translation (95) (37) (71) (3) (5) (211) charge of $163 million for business restructuring, including severance and other costs of $73 million, Balance, Dec. 31, 2008 $1,078 $482 $ 976 $50 $ 55 $2,641 pension curtailments of $21 million and asset write-offs of $69 million. Severance and other restructuring costs The carrying amount of acquired trademarks with related to the SigmaKalon acquisition totaling $33 million indefinite lives as of December 31, 2008 and 2007 totaled have been recorded as part of the purchase price $339 million and $144 million, respectively. The amount allocation, effectively increasing goodwill. The at December 31, 2008 includes $195 million related to the restructuring reserve recorded in 2008 totaled $196 SigmaKalon acquisition. million. It is expected that these restructuring actions will be substantially completed by the fourth quarter of 2009. The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful The Company also expects to incur additional costs lives and are detailed below. of approximately $15 million directly associated with the Dec. 31, 2008 Dec. 31, 2007 restructuring actions for demolition, dismantling, Gross Gross relocation and training that will be charged to expense as Carrying Accumulated Carrying Accumulated incurred. The Company expects to incur these additional (Millions) Amount Amortization Net Amount Amortization Net Acquired technology $ 520 $(201) $ 319 $392 $(164) $228 expenses primarily in the second half of 2009. Customer-related intangibles 927 (195) 732 334 (131) 203 Tradenames 97 (23) 74 55 (24) 31 Other 26 (18) 8 25 (17) 8 Balance $1,570 $(437) $1,133 $806 $(336) $470 2008 PPG ANNUAL REPORT AND FORM 10-K 43


  • Page 46

    Notes to the Consolidated Financial Statements The following table summarizes the details through (2) This borrowing is effectively due in 2010 as PPG has the intent and ability to rollover this amount. PPG has therefore classified this amount December 31, 2008: as long-term debt. Severance Pension (Millions, except no. of and Other Curtailment Asset Total Employees Aggregate maturities of long-term debt during the employees) Costs Losses Write-offs Reserve Impacted next five years are (in millions) $119 in 2009, $378 in Performance Coatings $ 30 $ — $ 15 $ 45 270 2010, $1 in 2011, $76 in 2012 and $601 in 2013. Industrial Coatings 45 9 10 64 577 The Company has in place a $1 billion revolving Architectural Coatings - EMEA 19 — — 19 215 credit facility that expires in 2011. The annual facility fee Commodity Chemicals — — 13 13 10 payable on the committed amount is 7 basis points. This facility is available for general corporate purposes and also Glass 12 12 31 55 285 to support PPG’s commercial paper programs in the U.S. Total $106 $ 21 $ 69 $ 196 1,357 and Europe. As of December 31, 2008, no amounts were Activity to date (12) (21) (69) (102) (249) outstanding under this facility; however, borrowing Currency impact (6) — — (6) — availability under the facility was reduced by the Balance as of Dec. 31, outstanding commercial paper balance of $222 million at 2008 $ 88 $ — $ — $ 88 1,108 December 31, 2008. During 2006, the Company finalized plans for certain PPG’s non-U.S. operations have uncommitted lines of actions to reduce its workforce and consolidate facilities credit totaling $684 million of which $312 million was and recorded a charge of $37 million for restructuring and used as of December 31, 2008. These uncommitted lines other related activities, including severance costs of $35 of credit are subject to cancellation at any time and are million and loss on asset impairment of $2 million. All generally not subject to any commitment fees. actions related to the 2006 restructuring charge were In order to provide financing for the SigmaKalon substantially completed by the end of the second quarter acquisition, in December 2007, PPG and certain of its of 2007. subsidiaries entered into a three year €650 million 9. Debt and Bank Credit Agreements and Leases revolving credit facility with several banks and financial institutions and Societe Generale, as facility agent for the (Millions) 2008 2007 lenders. The facility has an annual fee of 7 basis points. In 7.05% notes, due 2009(1) $ 116 $ 116 addition, PPG and a subsidiary entered into two bridge 6 7⁄ 8% notes, due 2012(1) 71 71 loan agreements, one in the amount of €1 billion with 5.75% notes, due 2013 600 — multiple lenders and Credit Suisse as administrative agent 3 7⁄ 8% notes, due 2015 (€300) 418 436 for those lenders and the other in the amount of $500 7 3⁄ 8% notes, due 2016 146 146 million with Credit Suisse as the lender. Each bridge loan 6 7⁄ 8% notes, due 2017 74 74 had a term of 364 days. 6.65% notes, due 2018 700 — In December 2007, PPG issued $617 million of 7.4% notes, due 2019 198 198 commercial paper and borrowed $1,056 million (€717 9% non-callable debentures, due 2021 149 149 million) under the €1 billion bridge loan agreement. The 7.70% notes, due 2038 249 — proceeds from these borrowings were deposited into €650 revolving credit facility, weighted average 2.9% escrow in December 2007. Upon closing of the as of December 31, 2008(2) 368 — acquisition on January 2, 2008, these amounts were Impact of derivatives on debt (1) 15 9 released from escrow and paid to the seller. Also, in Various other non-U.S. debt, weighted average 8.0% January 2008, PPG borrowed $1,143 million, representing as of December 31, 2008 18 2 the remaining $417 million (€283 million) available Capital lease obligations 6 1 under the €1 billion bridge loan agreement and $726 Total 3,128 1,202 million (€493 million) under the €650 million revolving Less payments due within one year 119 1 credit facility. The proceeds from these borrowings and cash on hand of $116 million were used to repay $1,259 Long-term debt $3,009 $1,201 million of the $1,517 million SigmaKalon debt assumed in (1) PPG entered into several interest rate swaps which have the effect of the acquisition. No amounts were borrowed under the converting $125 million and $275 million as of December 31, 2008 and $500 million bridge loan agreement, and it has expired. 2007, respectively, of these fixed rate notes to variable rates, based on the three-month London Interbank Offered Rate (LIBOR). The weighted As of December 31, 2008, $568 million (€406 million) average effective interest rate for these borrowings, including the effects has been borrowed under the €650 million revolving of the outstanding swaps was 5.4% and 8.0% for the years ended credit facility. December 31, 2008 and 2007, respectively. Refer to Notes 1 and 11 for additional information. 44 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 47

    Notes to the Consolidated Financial Statements On March 18, 2008, PPG completed a public offering Interest payments in 2008, 2007 and 2006 totaled of $600 million in aggregate principal amount of its 5.75% $228 million, $102 million and $90 million, respectively. Notes due 2013 (the “2013 Notes”), $700 million in Rental expense for operating leases was $267 million, aggregate principal amount of its 6.65% Notes due 2018 $188 million and $161 million in 2008, 2007 and 2006, (the “2018 Notes”) and $250 million in aggregate respectively. The primary leased assets include paint principal amount of its 7.70% Notes due 2038 (the “2038 stores, transportation equipment, warehouses and other Notes” and, together with the 2013 Notes and the 2018 distribution facilities, and office space, including the Notes, the “Notes”). The Notes were offered by the Company’s corporate headquarters located in Pittsburgh, Company pursuant to its existing shelf registration. The Pa. Minimum lease commitments for operating leases that proceeds of this offering of $1,538 million (net of have initial or remaining lease terms in excess of one year discount and issuance costs) and additional borrowings of as of December 31, 2008, are (in millions) $126 in 2009, $195 million under the €650 million revolving credit $107 in 2010, $82 in 2011, $65 in 2012, $51 in 2013 and facility were used to repay existing debt, including certain $202 thereafter. short-term debt and the amounts outstanding under the €1 billion bridge loan. No further amounts can be The Company had outstanding letters of credit of borrowed under the €1 billion bridge loan. The discount $82 million as of December 31, 2008. The letters of credit and issuance costs related to the Notes, which totaled $12 secure the Company’s performance to third parties under million, will be amortized to interest expense over the certain self-insurance programs and other commitments respective lives of the Notes. made in the ordinary course of business. As of December 31, 2008 and 2007 guarantees outstanding Short-term debt outstanding as of December 31, 2008 were $70 million. The guarantees relate primarily to debt and 2007, was as follows: of certain entities in which PPG has an ownership interest (Millions) 2008 2007 and selected customers of certain of the Company’s €1 billion bridge loan agreement, 5.2% $ — $1,047 businesses. A portion of such debt is secured by the assets U.S. commercial paper, 5.3% as of Dec. 31, 2008 222 617 of the related entities. The carrying values of these €650 million revolving credit facility, weighted average guarantees were $9 million and $3 million as of December 2.9% as of Dec. 31, 2008(1) 200 — 31, 2008 and 2007, respectively, and the fair values were Other, weighted average 4.0% as of Dec. 31, 2008 362 154 $40 million and $17 million, as of December 31, 2008 and Total $784 $1,818 2007, respectively. The Company does not believe any (1) Borrowings under this facility have a term of 30 days and can be rolled loss related to these letters of credit or guarantees is over monthly until the facility expires in 2010. likely. PPG is in compliance with the restrictive covenants 10. Financial Instruments, Excluding Derivative under its various credit agreements, loan agreements and Financial Instruments indentures. The Company’s revolving credit agreements Included in PPG’s financial instrument portfolio are include a financial ratio covenant. The covenant requires cash and cash equivalents, cash held in escrow, that the amount of total indebtedness not exceed 60% of marketable equity securities, company-owned life the Company’s total capitalization excluding the portion insurance and short- and long-term debt instruments. The of accumulated other comprehensive income (loss) fair values of the financial instruments approximated their related to pensions and other postretirement benefit carrying values, in the aggregate, except for long-term adjustments. As of December 31, 2008, total indebtedness debt. was 45% of the Company’s total capitalization excluding the portion of accumulated other comprehensive income Long-term debt (excluding capital lease obligations), (loss) related to pensions and other postretirement benefit had carrying and fair values totaling $3,122 million and adjustments. Additionally, substantially all of the $3,035 million, respectively, as of December 31, 2008. Company’s debt agreements contain customary cross- The corresponding amounts as of December 31, 2007, default provisions. Those provisions generally provide were $1,201 million and $1,226 million, respectively. The that a default on a debt service payment of $10 million or fair values of the debt instruments were based more for longer than the grace period provided (usually on discounted cash flows and interest rates currently 10 days) under one agreement may result in an event of available to the Company for instruments of the same default under other agreements. None of the Company’s remaining maturities. primary debt obligations are secured or guaranteed by the Company’s affiliates. 2008 PPG ANNUAL REPORT AND FORM 10-K 45


  • Page 48

    Notes to the Consolidated Financial Statements 11. Derivative Financial Instruments and Hedge recognized as of December 31, 2007 of $9 million, which Activities was substantially offset by an $8 million gain on the Euro PPG’s policies do not permit speculative use of borrowing over the same time period. derivative financial instruments. PPG uses derivative Concurrent with the public offering of the Company’s instruments to manage its exposure to fluctuating natural Notes, on March 18, 2008, PPG entered into ten U.S. gas prices through the use of natural gas swap contracts. dollar to euro cross currency swap contracts with a total PPG also uses forward currency and option contracts as notional amount of $1.3 billion, of which $600 million hedges against its exposure to variability in exchange were to settle on March 15, 2013 and $700 million were rates on short-term intercompany borrowings, to settle on March 15, 2018. PPG paid the counterparties unrecognized firm sales commitments, and cash flows to the contracts a total of $1.3 billion and received euros, denominated in foreign currencies. PPG uses foreign which were used to repay most of the €1 billion bridge denominated debt and cross currency swap contracts to loan, which the Company employed to finance the hedge investments in foreign operations. Interest rate acquisition of SigmaKalon. During the fourth quarter of swaps are used to manage the Company’s exposure to 2008, PPG converted $1.16 billion of these contracts to changing interest rates. PPG also uses an equity forward cash at their fair value of $208 million and replaced them arrangement to hedge the Company’s exposure to changes with new cross currency swap contracts. During the term in the fair value of PPG stock that is to be contributed to of these contracts, PPG will receive semiannual interest the asbestos settlement trust as discussed in Note 15, payments in March and September of each year based on “Commitments and Contingent Liabilities.” U.S. dollar, long-term fixed loan rates, and PPG will make PPG enters into derivative financial instruments with annual interest payments in September of each year to the high credit quality counterparties and diversifies its counterparties based on euro, long-term fixed loan rates. positions among such counterparties in order to reduce its On settlement of all of the outstanding contracts, PPG will exposure to credit losses. The Company has not realized receive $1.3 billion U.S. dollars and pay euros to the any credit losses on derivatives during the three-year counterparties to the contracts of which $600 million will period ended December 31, 2008. settle on March 15, 2013 and $700 million will settle on March 15, 2018. The Company has designated these PPG centrally manages its foreign currency swaps as hedges of its net investment in SigmaKalon and, transaction risk to minimize the volatility in cash flows as a result, mark to fair value adjustments of the swaps caused by currency fluctuations. Decisions on whether to have been and will be recorded as a component of other use derivative financial instruments to hedge the net comprehensive income and the cash flow impact of these transaction exposures, related to all regions of the world, swaps has been and will be classified as investing are made based on the amount of those exposures, by activities in the consolidated statement of cash flows. As currency, and, in certain situations, an assessment of the near-term outlook for certain currencies. This net hedging of December 31, 2008, the aggregate fair value of these strategy does not qualify for hedge accounting under the swaps was a net liability of $130 million. provisions of SFAS No. 133; therefore, the change in the The €300 million Euro Notes due in 2015 are fair value of these instruments is recorded in “Other designated as a hedge of a portion of PPG’s net investment charges” in the accompanying consolidated statement of in the Company’s European operations. As a result, the income in the period of change. The amounts recorded in change in book value from adjusting these foreign earnings related to this hedging activity for the years denominated notes to current spot rates at each balance ended December 31, 2008, 2007 and 2006 were a gain of sheet date is deferred in accumulated other $5 million, a loss of $2 million and a loss of $1 million, comprehensive (loss) income. As of December 31, 2008 respectively. The fair value of these contracts as of and 2007, the amount recorded in accumulated other December 31, 2008 and 2007 were assets of $1 million comprehensive (loss) income from this hedge of the and $0.4 million, respectively. Company’s net investment was an unrealized loss of $57 In December 2007, PPG borrowed €717 million million and $76 million, respectively. under the €1 billion bridge loan agreement established in PPG designates forward currency contracts as hedges December 2007 to finance a portion of the SigmaKalon against the Company’s exposure to variability in exchange acquisition. The Euro proceeds were converted to $1,056 rates on short-term intercompany borrowings million and deposited into escrow until the closing of the denominated in foreign currencies. To the extent transaction on January 2, 2008. On the same day the effective, changes in the fair value of these instruments $1,056 million was placed into escrow, the Company are deferred in accumulated other comprehensive (loss) entered into a foreign currency forward contract to income and subsequently reclassified to “Other charges” convert the U.S. dollars back to €717 million on in the accompanying consolidated statement of income as January 2, 2008. A loss on the forward contract was foreign exchange gains and losses are recognized on the 46 2008 PPG ANNUAL REPORT AND FORM 10-K


  • Page 49

    Notes to the Consolidated Financial Statements related intercompany borrowings. The portion of the $0.2 million of income, respectively. The fair value of change in fair value considered to be ineffective is these contracts was a liability of $85 million and recognized in “Other charges” in the accompanying $8 million as of December 31, 2008 and 2007, consolidated statement of income. The amounts recorded respectively. As of December 31, 2008 an aftertax loss of in earnings for the years ended December 31, 2008, 2007 $52 million was deferred in accumulated other and 2006, were losses of $5 million, $9 million and $5 comprehensive (loss) income, of which $38 million million, respectively. The fair value of these contracts was related to natural gas hedge contracts that mature within a net asset of $2 million and $5 million as of the next 12 months. December 31, 2008 and 2007, respectively. In November 2002, PPG entered into a one-year PPG designates forward currency contracts as hedges renewable equity forward arrangement with a bank in against the Company’s exposure to future changes in fair order to mitigate the impact of changes in the fair value of value related to certain firm sales commitments PPG stock that is to be contributed to the asbestos denominated in foreign currencies. These contracts are settlement trust as discussed in Note 15, “Commitments designated as fair value hedges. As such, these contracts and Contingent Liabilities.” This instrument, which has are carried at fair value. Changes in the fair value of these been renewed, is recorded at fair value as an asset or contracts and that of the related firm sales commitments liability and changes in the fair value of this instrument are recorded in net sales. The portion of the change in fair are reflected in “Asbestos settlement – net” in the value of the hedge contracts that was considered to be accompanying consolidated statement of income. As of ineffective for the year ended December 31, 2008 was $4 December 31, 2008 and 2007, PPG had recorded a million of expense. Prior to 2008, PPG did not hedge firm current liability of $6 million and a current asset of $18 sales commitments denominated in foreign currencies. million, respectively, and recognized a loss of $24 million The fair value of these contracts was a liability of $18 for the year ended December 31, 2008, income of $4 million as of December 31, 2008. million for the year ended December 31, 2007 and income The Company manages its interest rate risk by of $4 million for the year ended December 31, 2006. balancing its exposure to fixed and variable rates while In accordance with the terms of this instrument the attempting to minimize its interest costs. Generally, the bank had purchased 504,900 shares of PPG stock on the Company maintains variable interest rate debt at a level of open market at a cost of $24 million through approximately 25% to 50% of total borrowings. PPG December 31, 2002, and during the first quarter of 2003 principally manages its fixed and variable interest rate risk the bank purchased an additional 400,000 shares at a cost by retiring and issuing debt from time to time and of $19 million. In December 2008, the bank purchased through the use of interest rate swaps. As of December 31, 483,989 shares at a cost of $19 million. The equity 2008 and 2007, these swaps converted $125 million and forward arrangement as of December 31, 2008 mitigates $275 million, respectively, of fixed rate debt to variable the full impact of changes in fair value of PPG stock that rate debt. These swaps are designated as fair value hedges. is to be contributed to the asbestos settlement trust. The As such, the swaps are carried at fair value. Changes in total principal amount for these shares is $62 million. the fair value of these swaps and that of the related debt PPG will pay to the bank interest based on the principal are recorded in “Interest expense” in the accompanying amount and the bank will pay to PPG an amount equal to consolidated statement of income. The fair value of these the dividends paid on these shares during the period this contracts was an asset of $3 million and $6 million as of instrument is outstanding. The difference between the December 31, 2008 and 2007, respectively. principal amount, and any amounts related to unpaid The Company uses derivative instruments to manage interest or dividends, and the current market price for its exposure to fluctuating natural gas prices through the these shares will represent the fair value of the instrument use of natural gas swap contracts. These instruments as well as the amount that PPG would pay or receive if the mature over the next 37 months. To the extent that these bank chose to net settle the instrument. Alternatively, the instruments are effective in hedging PPG’s exposure to bank may, at its option, require PPG to purchase the price changes, changes in the fair values of the hedge shares covered by the arrangement at the market price on contracts are deferred in accumulated other the date of settlement. comprehensive (loss) income and reclassified to cost of No derivative instrument initially designated as a sales as the natural gas is purchased. The amount of hedge instrument was undesignated or discontinued as a ineffectiveness, which is reported in “Cost of sales, hedging instrument during 2008 or 2007. exclusive of depreciation and amortization” in the accompanying consolidated statement of income for the For the year ended December 31, 2008, other years ended December 31, 2008, 2007, and 2006, was comprehensive (loss) income included a net loss due to $0.3 million of expense, $0.4 million of income and derivatives of $49 million, net of tax. This loss was 2008 PPG ANNUAL REPORT AND FORM 10-K 47


  • Page 50

    Notes to the Consolidated Financial Statements comprised of realized gains of $9 million and unrealized 12. Earnings Per Common Share losses of $40 million. The realized gains related to the The earnings per common share calculations for the settlement during the period of natural gas contracts, three years ended December 31, 2008, are as follows: offset in part by realized losses related to the settlement of (Millions, except per share amounts) 2008 2007 2006 foreign currency contracts and interest rate swaps that Earnings per common share were owned by one of the Company’s investees accounted for under the equity method of accounting. The Income from continuing operations $538 $856 $707 unrealized losses related to the change in fair value of the (Loss) income from discontinued operations — (22) 4 natural gas contracts and of interest rate swaps owned by Net Income $538 $834 $711 one of the Company’s investees accounted for under the Weighted average common shares outstanding 164.6 164.5 165.7 equity method of accounting, offset in part by the change in fair value on foreign currency contracts. Earnings per common share: Income from continuing operations $3.27 $5.20 $4.27 For the year ended December 31, 2007, other (Loss) income from discontinued operations — (0.13) 0.02 comprehensive (loss) income included a net gain due to derivatives of $7 million, net of tax. This income was Net Income $3.27 $5.07 $4.29 comprised of realized losses of $20 million and unrealized Earnings per common share - assuming dilution losses of $13 million. The realized losses related to the Income from continuing operations $538 $856 $707 settlement during the period of natural gas contracts, (Loss) income from discontinued operations — (22) 4 foreign currency contracts and interest rate swaps that Net Income $538 $834 $711 were owned by one of the Company’s investees accounted Weighted average common shares outstanding 164.6 164.5 165.7 for under the equity method of accounting. The unrealized losses related to the change in fair value of the Effect of dilutive securities: Stock options 0.2 0.9 0.6 natural gas contracts, foreign currency contracts and Other stock compensation plans 0.6 0.5 0.2 interest rate swaps that are owned by one of the Company’s investees accounted for under the equity Potentially dilutive common shares 0.8 1.4 0.8 method of accounting. Adjusted weighted average common shares outstanding 165.4 165.9 166.5 The fair values of outstanding derivative instruments, Earnings per common share - excluding interest rate swaps, were determined using assuming dilution: quoted market prices. The fair value of interest rate swaps Income from continuing operations $3.25 $5.16 $4.25 (Loss) income from discontinued was determined using discounted cash flows and current operations — (0.13) 0.02 interest rates. Net Income $3.25 $5.03 $4.27 There were 5.1 million, 1.1 million and 4.0 million outstanding stock options excluded in 2008, 2007 and 2006, respectively, from the computation of diluted earnings per common share due to their anti-dilutive effect. 48 2008 PPG ANNUAL REPORT AND FORM 10-K

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