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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1995 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
Pacific Stock Exchange
Philadelphia Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
----- ------
Indicate by check mark 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. [ ]
As of January 31, 1996, 192,931,262 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 $8,866
million.
DOCUMENTS INCORPORATED BY REFERENCE
INCORPORATED BY
DOCUMENT REFERENCE IN PART NO.
-------- ---------------------
Portions of PPG Industries, Inc. Annual Report to Shareholders
for the year ended December 31, 1995................................................... I, II and IV
Portions of PPG Industries, Inc. Proxy Statement for its 1996
Annual Meeting of Shareholders......................................................... III
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PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
------------------------
As used in this report, the terms "PPG," "Company," and "Registrant" mean PPG
Industries, Inc. and its subsidiaries, taken as a whole, unless the context
indicates otherwise.
------------------------
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business....................................................................................... 1
Item 2. Properties..................................................................................... 3
Item 3. Legal Proceedings.............................................................................. 3
Item 4. Submission of Matters to a Vote of Security Holders............................................ 3
Executive Officers of the Registrant........................................................... 4
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters...................... 5
Item 6. Selected Financial Data........................................................................ 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................................ 5
Item 8. Financial Statements and Supplementary Data.................................................... 5
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................................................ 5
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 6
Item 11. Executive Compensation......................................................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 6
Item 13. Certain Relationships and Related Transactions................................................. 6
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................... 7
Signatures................................................................................................... 8
NOTE ON INCORPORATION BY REFERENCE
Throughout this report various information and data are incorporated by
reference to the Company's 1995 Annual Report to Shareholders (hereinafter
referred to as "the Annual Report to Shareholders"). Any reference in this
report to disclosures in the Annual Report to Shareholders shall constitute
incorporation by reference only of that specific information and data into this
Form 10-K.
PART I
ITEM 1. BUSINESS
PPG Industries Inc., incorporated in Pennsylvania in 1883, is comprised of three
basic business segments: coatings and resins, glass and chemicals. Within these
business segments, PPG has followed a careful program of directing its resources
of people, capital and technology in selected areas where it enjoys positions of
leadership. Primary areas in which resources have been focused are automotive
original, refinish, industrial and architectural coatings; flat glass,
automotive original and replacement glass, aircraft transparencies,
continuous-strand fiber glass, and chlor-alkali and specialty chemicals. Each of
the business segments in which PPG is engaged is highly competitive. However,
the broad diversification of product lines and worldwide markets served tend to
minimize the impact on total sales and earnings of changes in demand for a
particular product line. Reference is made to "Business Segment Information" on
pages 26 and 27 of the Annual Report to Shareholders, which is incorporated
herein by reference, for financial information relating to business segments.
COATINGS AND RESINS
PPG is a major manufacturer of protective and decorative coatings. The coatings
industry is highly competitive and consists of a few large firms with global
presence, and many smaller firms serving local or regional markets. PPG competes
in its primary markets with the world's largest coatings companies, most of
which have operations in North America and Europe. Product development,
innovation, quality and customer service have been stressed by PPG and have been
significant factors in developing an important supplier position.
The coatings business involves the supply of protective and decorative finishes
for automotive original equipment, appliances, industrial equipment, and
packaging; factory finished aluminum extrusions and coils for architectural
uses, and other industrial and consumer products. In addition to supplying
finishes to the automotive original equipment market, PPG supplies automotive
refinishes to the aftermarket which are primarily sold through distributors. In
the automotive original and industrial portions of the coatings business, PPG
sells directly to a variety of manufacturing companies. Product performance,
technology, quality and customer service are major competitive factors. The
automotive original and industrial coatings are formulated specifically for the
customer's needs and application methods. PPG also manufactures adhesives and
sealants for the automotive industry and metal pretreatments for automotive and
industrial applications.
The architectural finishes business consists primarily of coatings used by
painting and maintenance contractors and by consumers for decoration and
maintenance. PPG's products are sold through independent distributors, paint
dealers, mass merchandisers and home centers. Price, quality and service are key
competitive factors in the architectural finishes market.
Coatings and resins' principal production facilities are concentrated in North
America and Europe. North American production facilities consist of fourteen
plants in the United States, one in Canada and two in Mexico. The three largest
facilities are the Cleveland, OH plant, which primarily produces automotive
original coatings; the Oak Creek, WI plant, which produces automotive original
and other industrial coatings; and the Delaware, OH plant, which primarily
produces automotive refinishes and certain industrial coatings. Outside North
America, PPG operates three plants in Spain; two plants in Italy, and one plant
each in China, England, France, Germany and Portugal. These plants produce a
variety of industrial coatings. PPG owns a 60 percent interest in a sales
operation in Hong Kong, 50 percent interests in operations in South Korea and
Japan, and minority interests in operations in Taiwan and Brazil. Additionally,
coatings and resins operates ten service centers in the United States and two
each in Canada and Mexico to provide just-in-time delivery and service to
selected automotive assembly plants. Nineteen training centers in the United
States, six in Europe, five in Asia and one in Canada are in operation. These
centers provide training for automotive aftermarket refinish customers. Also,
four automotive original application centers that provide testing facilities for
customer paint processes and new products are in operation. The average number
of persons employed by the coatings and resins segment during 1995 was 10,100.
GLASS
PPG is one of the major producers of flat glass, fabricated glass and
continuous-strand fiber glass in the world. PPG's major markets are automotive
original equipment, automotive replacement, residential and commercial
construction, aircraft transparencies, the furniture, marine and electronics
industries and other markets. Most glass products are sold directly to
manufacturing and construction companies, although in some instances products
are sold directly to independent distributors and through PPG distribution
outlets. Fiber glass products are sold directly to manufacturing companies and
independent distributors. PPG manufactures flat glass by the float process and
fiber glass by the continuous filament process.
The bases for competition are price, quality, technology, cost and customer
service. The Company competes with six other major producers of flat glass, six
other major producers of fabricated glass and two other major producers of fiber
glass throughout the world.
PPG's principal glass production facilities are concentrated in North America
and Europe. Fourteen plants
1
operate in the United States, of which six produce flat glass, five produce
automotive glass, two produce fiber glass products and one produces aircraft
transparencies. A third plant is expected to begin producing fiber glass
products in March 1996. There are three plants in Canada, two of which produce
automotive glass and one produces flat glass. Four plants operate in Italy; one
manufactures automotive and flat glass, one produces automotive glass, one
produces flat glass, and another produces aircraft transparencies. Three plants
are located in France; one plant manufactures automotive and flat glass and two
plants produce automotive glass. One plant in England and one plant in the
Netherlands produce fiber glass. PPG owns equity interests in operations in
Canada, France, the Netherlands, the People's Republic of China, Taiwan, the
United States and Venezuela and a majority interest in a glass distribution
company in Japan. Additionally, glass has four satellite operations that provide
limited manufacturing and just-in-time service to selected automotive customer
locations. The average number of persons employed by the glass segment during
1995 was 15,700.
CHEMICALS
PPG is a major producer of chlor-alkali and specialty chemicals. The primary
chlor-alkali products are chlorine, caustic soda, vinyl chloride monomer,
chlorinated solvents and chlorinated benzenes. Most of these products are sold
directly to manufacturing companies in the chemical processing, rubber and
plastics, paper, minerals and metals, and water treatment industries. The
primary specialty chemical products are Transitions(registered trademark)
optical products; silica based compounds for the tire, shoe and battery
separator businesses; surfactants for food emulsification, sugar processing and
personal care products; CR-39 monomer for optical plastics; and phosgene
derivatives for the pharmaceutical, herbicide and fuel additives businesses.
PPG competes with six other major producers of chlor-alkali products. Price,
product availability, product quality and customer service are the key
competitive factors. In the specialty chemicals area, PPG's market share varies
greatly by business; product performance and technical service are the most
critical competitive factors.
PPG's chemical production facilities consist of nine plants in North America,
two plants each in Taiwan and the People's Republic of China, and one each in
Australia, France, Ireland and the Netherlands. The two largest facilities,
located in Lake Charles, LA and in Natrium, WV, primarily produce chlor-alkali
products. PPG owns equity interests in operations in Japan, Thailand and the
United States. The average number of persons employed by the chemicals segment
during 1995 was 4,600.
BUSINESS DIVESTED--BIOMEDICAL SYSTEMS DIVISION
The Company's Biomedical Systems Division was a manufacturer, supplier and
servicer of integrated medical systems for human health care on a worldwide
basis.
A decision was made in the fourth quarter of 1993 to divest the Biomedical
Systems Division. The sale of the medical electronics portion of this business
was completed by the end of the third quarter of 1994. With the sale of the
sensors business in January 1995, the divestiture of the Biomedical Systems
Division was completed.
RAW MATERIALS
The effective management of raw materials is important to PPG's continued
success. The Company's most significant raw materials are sand, soda ash,
energy, polyvinyl butyral and boron containing minerals in the glass segment;
titanium dioxide and epoxy resins in the coatings and resins segment, and energy
and ethylene in the chemicals segment. Most of the raw materials used in
production are purchased from outside sources, and the Company has made, and
will continue to make, supply arrangements to meet the planned operating
requirements for the future. For the significant raw material requirements
identified above, and other material, there is more than one source of supply.
RESEARCH AND DEVELOPMENT
Research and development costs, including depreciation of research facilities,
during 1995, 1994 and 1993 were $252 million, $233 million and $218 million,
respectively. Research and development facilities are maintained for each
business segment. Each of the facilities conducts research and development
involving new and improved products and processes, and additional process and
product development work is undertaken at many of the Company's manufacturing
plants. PPG owns and operates eight research and development facilities in the
United States and Europe.
PATENTS
PPG considers patent protection to be important from an overall standpoint. The
Company's business segments are not materially dependent upon any single patent
or group of related patents. PPG received $27 million, $25 million and $25
million from royalties and the sale of technical know-how during the years 1995,
1994 and 1993, respectively.
BACKLOG
In general, PPG does not manufacture its products against a backlog of orders;
production and inventory levels are geared primarily to projections of future
demand and the level of incoming orders.
2
NON-U.S. OPERATIONS
Although PPG has a significant investment in non-U.S. operations, based upon the
extent and location of investments, management believes that the risk associated
with its international operations is not significantly greater than domestic
operations.
EMPLOYEES
The average number of persons employed worldwide by PPG during 1995 was 31,200.
ENVIRONMENTAL MATTERS
Like other companies, PPG is subject to the existing and evolving standards
relating to the protection of the environment. Capital expenditures for
environmental control projects were $25 million, $19 million and $29 million in
1995, 1994 and 1993, respectively. It is expected that expenditures for such
projects in 1996 will approximate $40 million with similar amounts of annual
expenditures expected in the near future. Although future capital expenditures
are difficult to estimate accurately because of constantly changing regulatory
standards, it can be anticipated that environmental control standards will
become increasingly stringent and costly.
PPG is negotiating with various government agencies concerning 72 National
Priority List ("NPL") and various other cleanup sites. While PPG is not
generally a major contributor of wastes to these sites, each potentially
responsible party or contributor may face agency assertions of joint and several
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 and extent of their condition and the methods which may have to be
employed for their remediation. Additionally, remediation projects have been or
may be undertaken at certain of the Company's current and former plant sites.
The Company has established reserves for those sites where it is probable a
liability exists and the amount can be reasonably estimated. As of Dec. 31, 1995
and 1994, PPG had reserves for environmental contingencies totaling $100 million
and $90 million, respectively. Charges against income for environmental
remediation costs totaled $49 million in 1995, $36 million in 1994 and $23
million in 1993.
The Company's experience to date regarding environmental matters leads PPG to
believe that it will have continuing expenditures for compliance with provisions
regulating the protection of the environment and for present and future
remediation efforts at waste and plant sites. However, management anticipates
that such expenditures, which will occur over an extended period of time, will
not result in future annual charges against income that are significantly
greater than those recorded in 1995. It is possible, however, that
technological, regulatory and enforcement developments, the results of
environmental studies and other factors could alter this expectation. In
management's opinion, the Company operates in an environmentally sound manner,
is well positioned, relative to environmental matters, within the industries in
which it operates and the outcome of these environmental matters will not have a
material adverse effect on PPG's financial position or liquidity. See
Environmental Matters in Management's Discussion and Analysis for additional
information related to environmental matters.
ITEM 2. PROPERTIES
See "Item 1. Business" for information on PPG's production and fabrication
facilities.
Generally, the Company's plants are suitable and adequate for the purposes for
which they are intended, and overall have sufficient capacity to conduct
business in the upcoming year.
ITEM 3. LEGAL PROCEEDINGS
Securities and Exchange Commission regulations require the disclosure of any
environmental legal proceeding in which a governmental authority is a party and
which may reasonably be expected to involve monetary sanctions in excess of
$100,000. In this regard, on November 14, 1991, the Company received a penalty
notice from the Louisiana Department of Environmental Quality (DEQ) proposing a
penalty of $1,236,000 for alleged violations of hazardous waste regulations
relating to the Company's investigation of groundwater contamination at the
Company's Lake Charles, LA plant. The Company and DEQ reached a settlement of
this matter which resulted in a payment by PPG of $200,000.
Separately, the Company has voluntarily entered into an agreement with the EPA
to participate in the EPA's Toxic Substances Control Act Section 8(e) Compliance
Audit Program (the "Program"). Under the Program the Company conducted a
self-audit. On October 28, 1992, the Company submitted the first of two final
reports pursuant to the Program. Based on this submission, the Company would pay
$522,000 in stipulated penalties. To the Company's knowledge, the EPA has not
yet reviewed the report or issued any order as a result of the report. Under the
Program, the EPA has agreed that the combined potential civil penalties for both
final reports of the Company will not exceed $1,000,000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
3
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE TITLE
---- --- -----
Jerry E. Dempsey (a) 63 Chairman of the Board and Chief Executive Officer since September 1993
Raymond W. LeBoeuf (b) 49 President and Chief Operating Officer since December 1995
Frank A. Archinaco (c) 52 Senior Vice President, Glass since December 1995
Russell L. Crane (d) 55 Senior Vice President, Human Resources and Administration since April 1994
Robert D. Duncan (e) 56 Executive Vice President since April 1994
Peter R. Heinze (f) 53 Senior Vice President, Chemicals since April 1994
William H. Hernandez (g) 47 Senior Vice President, Finance since January 1995
E. Kears Pollock (h) 55 Senior Vice President, Coatings and Resins since December 1995
Guy A. Zoghby (i) 61 Senior Vice President and General Counsel since April 1994
(a) Mr. Dempsey was Senior Vice President of WMX Technologies, Inc., and
Chairman of Chemical Waste Management, Inc., prior to his present position.
(b) Mr. LeBoeuf was Executive Vice President, Vice President, Coatings and
Resins and Vice President, Finance prior to his present position.
(c) Mr. Archinaco was Vice President, Glass, Vice President, Automotive and
Aircraft Products and Vice President, Automotive OEM Products prior to his
present position.
(d) Mr. Crane was Vice President, Human Resources prior to his present
position.
(e) Mr. Duncan was Group Vice President, Glass prior to his present position.
(f) Dr. Heinze was Group Vice President, Chemicals of the Company and was
President of the Chemicals Division of BASF (U.S.) prior to his present
position.
(g) Mr. Hernandez was Vice President, Finance, Vice President and Controller
and Controller prior to his present position.
(h) Mr. Pollock was Vice President, Coatings and Resins and Vice President,
Automotive Products prior to his present position.
(i) Mr. Zoghby was Vice President and General Counsel prior to his present
position.
The executive officers of the Company are elected annually in April by the Board
of Directors.
4
PART II
Information with respect to the following Items can be found on the indicated
pages of the Annual Report to Shareholders and is incorporated herein by
reference.
Page(s)
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Stock Exchange Listings................................................................................................. 40
Quarterly Stock Information............................................................................................. 40
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is reported in the Eleven-Year Digest under the captions net sales, income before
accounting changes, cumulative effect of accounting changes, net income, earnings per share before accounting changes,
cumulative effect of accounting changes on earnings per share, earnings per share, dividends per share, total assets and
long-term debt for the years 1991 through 1995.......................................................................... 39
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis.................................................................................... 21-25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report............................................................................................ 17
Financial Statements:
Statement of Income for the years ended
December 31, 1995, 1994 and 1993................................................................................... 18
Balance Sheet, December 31, 1995 and 1994............................................................................. 19
Statement of Cash Flows for the years ended
December 31, 1995, 1994 and 1993................................................................................... 20
Notes to the Financial Statements..................................................................................... 28-37
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding Directors is contained under the
caption "Election of Directors" in the Registrant's definitive Proxy Statement
for its 1996 Annual Meeting of Shareholders (the "Proxy Statement") which will
be filed with the Securities and Exchange Commission, pursuant to Regulation
14A, not later than 120 days after the end of the fiscal year, which information
under such caption is incorporated herein by reference.
The information required by Item 10 regarding Executive Officers is set forth in
Part I of this report under the caption "Executive Officers of the Registrant."
The information required by Item 405 of Regulation S-K is included under the
caption "Section 16(a) Reporting" in the Proxy Statement which information under
such caption is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained under the captions
"Compensation of Executive Officers" and "Election of Directors--Compensation of
Directors" in the Proxy Statement which information under such captions is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is contained under the caption "Voting
Securities" in the Proxy Statement which information under such caption is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is contained under the caption "Election of
Directors--Other Transactions" in the Proxy Statement which information under
such caption is incorporated herein by reference.
6
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Independent Auditors' Report (see Part II, Item 8
of this report (page 5) regarding incorporation by reference from the Annual
Report to Shareholders).
Financial Statement Schedules for years ended December 31, 1995, 1994 and
1993:
The following should be read in conjunction with the previously
referenced financial statements.
PAGE
----
Independent Auditors' Report......................................... 9
Schedule II--Valuation and Qualifying Accounts....................... 10
All other schedules are omitted because they are not applicable.
(b) A Form 8-K was filed on October 20, 1995 and was reported as
such in our Form 10-Q for the quarter ended September 30, 1995.
The Company filed a Form 8-K on November 8, 1995, filing exhibits to
become, by way of incorporation by reference, exhibits to
Registration Statement No. 33-04983 on Form S-3. No financial
statements were filed.
(c) Exhibits:
(3) The Restated Articles of Incorporation as amended, were filed as
Exhibit 3 to the Registrant's Form 10-Q for the quarter ended
March 31, 1995, which exhibit is incorporated herein by reference.
(3.1) The bylaws, as amended through December 14, 1995.
(3.2) The bylaws, as amended through February 15, 1996.
(4) The Shareholders' Rights Plan was filed as Exhibit 4 on the
Registrant's Form 8-K, dated May 12, 1988, which exhibit
is incorporated herein by reference.
*(10) The Nonqualified Retirement Plan as amended, the Supplemental
Executive Retirement Plan II as amended and the Change
in Control Employment Agreement were filed as Exhibits 10.1,
10.2 and 10.5, respectively, to the Registrant's Form
10-Q for the quarter ended September 30, 1995. The 1984 Stock
Option Plan was filed as Exhibit 10 to the Registrant's
Form 10-Q for the quarter ended March 31, 1992. All exhibits
referred to in this paragraph (10) are incorporated by
reference.
*(10.1) Deferred Compensation Plan for Directors as amended through
December 14, 1995.
*(10.2) Directors' Common Stock Plan.
*(10.3) Deferred Compensation Plan.
*(10.4) Incentive Compensation and Deferred Income Plan for Key
Employees as amended through January 1, 1996.
(11) Computation of Earnings Per Share for the Five Years Ended
December 31, 1995.
(13) Company's 1995 Annual Report to Shareholders (except for the
pages and information therein expressly incorporated by
reference in this Form 10-K, the Annual Report to Shareholders
is provided solely for the information of the
Commission and is not to be deemed "filed" as part of the
Form 10-K).
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(27) Financial Data Schedule.
* Items referred to in Exhibit (10) and incorporated by reference and Exhibits
(10.1), (10.2), (10.3) and (10.4) are either management contracts,
compensatory plans or arrangements required to be filed as an exhibit hereto
pursuant to Item 14(c) of Form 10-K.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, on February 15, 1996.
PPG INDUSTRIES, INC.
(Registrant)
/s/ W. H. HERNANDEZ
By ...............................................
W. H. Hernandez, Senior Vice President, Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities indicated, on February 15, 1996.
SIGNATURE CAPACITY
--------- --------
/s/ J. E. DEMPSEY
.................................... Director, Chairman of the Board and
J. E. Dempsey Chief Executive Officer
/s/ W. H. HERNANDEZ
.................................... Senior Vice President, Finance (Principal
W. H. Hernandez Financial and Accounting Officer)
E. B. Davis, Jr. Director
S. C. Gault Director
M. J. Hooper Director
A. J. Krowe Director
R. W. LeBoeuf Director /s/ W. H. HERNANDEZ
S. C. Mason Director By.................................
H. A. McInnes Director W. H. Hernandez, Attorney-in-Fact
R. Mehrabian Director
V. A. Sarni Director
D. G. Vice Director
D. R. Whitwam Director
8
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of PPG Industries, Inc.:
We have audited the balance sheet of PPG Industries, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related
statements of income and cash flows for each of the three years in the
period ended December 31, 1995, and have issued our report thereon dated
January 18, 1996; such financial statements and report are included in
your 1995 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included financial statement schedule II,
Valuation and Qualifying Accounts, of PPG Industries, Inc. and
subsidiaries for the years ended December 31, 1995, 1994 and 1993. The
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
January 18, 1996
9
PPG INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS(1) END OF YEAR
----------- ---------- ----------- ------------- -----------
(MILLIONS)
1995
Deducted from assets to which
they apply:
Allowance for doubtful accounts $ 26.5 $ 8.1 $ 6.4 $ 28.2
---------------------- =========== ========= ========= =========
1994
Deducted from assets to which
they apply:
Allowance for doubtful accounts $ 25.6 $ 12.6 $ 11.7 $ 26.5
---------------------- =========== ========= ========= =========
1993
Deducted from assets to which
they apply:
Allowance for doubtful accounts $ 33.0 $ 15.2 $ 22.6 $ 25.6
---------------------- ========== ========= ========= =========
------------------------------------
(1) Notes and accounts receivable written off as uncollectible, net of
recoveries, changes attributable to foreign currency translation, and
activity related to businesses sold.
10
PPG INDUSTRIES, INC.
AND CONSOLIDATED SUBSIDIARIES
-----------------------------
INDEX TO EXHIBITS
Exhibit Incorporated by Reference
- ----------------------------------------------------------------
3 The Restated Articles Exhibit 3 - Form 10-Q for the quarter
of Incorporation ended March 31, 1995
4 The Shareholders' Rights Exhibit 4 - Form 8-K, dated May 12, 1988
Plan
10 The Nonqualified Retire- Exhibit 10.1 - Form 10-Q for the quarter
ment Plan ended September 30, 1995
10 The Supplemental Exhibit 10.2 - Form 10-Q for the quarter
Executive Retirement ended September 30, 1995
Plan II
10 Change in Control Exhibit 10.5 - Form 10-Q for the quarter
Employment Agreement ended September 30, 1995
10 1984 Stock Option Plan Exhibit 10 - Form 10-Q for the quarter
ended March 31, 1992
Exhibit Description
- ------------------------------------------
3.1 The By-Laws as amended through December 14, 1995
3.2 The By-Laws as amended through February 15, 1996
10.1 Deferred Compensation Plan for Directors as amended through
December 14, 1995
10.2 Directors' Common Stock Plan
10.3 Deferred Compensation Plan
10.4 Incentive Compensation and Deferred Income Plan for Key Employees
as amended through January 1, 1996
11 Computation of Earnings Per Share for the Five Years Ended
December 31, 1995
13 Company's 1995 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedule