PPG INDUSTRIES INC - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended June 30, 2004

Commission File Number 1-1687

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania		25-0730780
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania		15272
(Address of principal executive offices)		(Zip Code)

(412) 434-3131

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

As of June 30, 2004, 171,764,141 shares of the Registrant’s common stock, par value $1.66-²/3 per share, were outstanding.

PPG INDUSTRIES, INC. AND SUBSIDIARIES

INDEX


		PAGE(S)
Part I. Financial Information

Item 1. Financial Statements (Unaudited):

Condensed Statement of Income		2

Condensed Balance Sheet		3

Condensed Statement of Cash Flows		4

Notes to Condensed Financial Statements		5-18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19-24

Item 3. Quantitative and Qualitative Disclosures About Market Risk		24

Item 4. Controls and Procedures		24

Part II. Other Information

Item 1. Legal Proceedings		25-26

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		26-27

Item 4. Submission of Matters to a Vote of Security Holders		27

Item 5. Other Information		27

Item 6. Exhibits and Reports on Form 8-K		27-29

Signature		30

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Statement of Income (Unaudited)

(Millions, except per share amounts)


	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Net sales	$	2,429		$	2,304		$	4,693		$	4,375
Cost of sales		1,522			1,445			2,963			2,787

Gross profit		907			859			1,730			1,588

Other expenses (earnings):
Selling, general and administrative		424			389			851			766
Depreciation		90			92			180			182
Research and development		74			72			150			144
Interest		25			28			48			56
Amortization		8			8			15			15
Asbestos settlement – net (Note 14)		10			11			15			16
Business restructuring (Note 5)		—			3			—			4
Other income – net		(22	)		(7	)		(25	)		(9	)

Total other expenses – net		609			596			1,234			1,174

Income before income taxes, minority interest and cumulative effect of accounting change		298			263			496			414
Income tax expense		99			93			168			148
Minority interest		16			18			30			30

Income before cumulative effect of accounting change		183			152			298			236
Cumulative effect of accounting change, net of tax (Note 2)		—			—			—			(6	)

Net income	$	183		$	152		$	298		$	230

Earnings per common share (Note 4):
Income before cumulative effect of accounting change	$	1.07		$	0.90		$	1.74		$	1.39
Cumulative effect of accounting change, net of tax		—			—			—			(0.03	)

Earnings per common share	$	1.07		$	0.90		$	1.74		$	1.36

Earnings per common share – assuming dilution (Note 4):
Income before cumulative effect of accounting change	$	1.06		$	0.89		$	1.73		$	1.38
Cumulative effect of accounting change, net of tax		—			—			—			(0.03	)

Earnings per common share – assuming dilution	$	1.06		$	0.89		$	1.73		$	1.35

Dividends per common share	$	0.45		$	0.43		$	0.89		$	0.86

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

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Balance Sheet (Unaudited)


	June 30 2004			Dec. 31 2003
	(Millions)
Assets
Current assets:
Cash and cash equivalents	$	583		$	499
Receivables-net		1,845			1,631
Inventories (Note 6)		1,025			997
Other		437			410

Total current assets		3,890			3,537

Property (less accumulated depreciation of $5,149 million and $5,054 million)		2,453			2,566
Investments		278			265
Goodwill (Note 7)		1,149			1,157
Identifiable intangible assets (Note 7)		502			495
Other assets		376			404

Total	$	8,648		$	8,424

Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	348		$	327
Asbestos settlement (Note 14)		396			308
Accounts payable and accrued liabilities		1,641			1,504

Total current liabilities		2,385			2,139

Long-term debt		1,295			1,339
Asbestos settlement (Note 14)		426			500
Deferred income taxes		97			88
Other postretirement benefits		552			532
Other liabilities		717			778

Total liabilities		5,472			5,376

Commitments and contingent liabilities (Note 14)
Minority interest		116			137

Shareholders’ equity:
Common stock		484			484
Additional paid-in capital		199			158
Retained earnings		6,545			6,399
Treasury stock		(3,409	)		(3,428	)
Unearned compensation		(52	)		(60	)
Accumulated other comprehensive loss (Note 10)		(707	)		(642	)

Total shareholders’ equity		3,060			2,911

Total	$	8,648		$	8,424

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

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Statement of Cash Flows (Unaudited)


	Six Months Ended June 30
	2004			2003
	(Millions)
Cash from operating activities	$	351		$	412

Investing activities:
Capital spending
Additions to property and investments		(110	)		(105	)
Business acquisitions, net of cash balances acquired		(65	)		—
Reductions of other property and investments		39			13

Cash used for investing activities		(136	)		(92	)

Financing activities:
Net change in borrowings with maturities of three months or less		5			(113	)
Proceeds from other short-term debt		5			10
Repayment of other short-term debt		(2	)		(22	)
Proceeds from long-term debt		—			2
Repayment of long-term debt		(17	)		(38	)
Repayment of loans by employee stock ownership plan		8			15
Purchase of treasury stock		(8	)		—
Issuance of treasury stock, net		37			4
Dividends paid		(153	)		(146	)

Cash used for financing activities		(125	)		(288	)

Effect of currency exchange rate changes on cash and cash equivalents		(6	)		4

Net increase in cash and cash equivalents		84			36

Cash and cash equivalents, beginning of period		499			117

Cash and cash equivalents, end of period	$	583		$	153

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

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Condensed Financial Statements (Unaudited)

1. Financial Statements

The condensed financial statements included herein are unaudited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial position of PPG Industries, Inc. and subsidiaries (the Company or PPG) at June 30, 2004, and the results of their operations for the three and six month periods ended June 30, 2004 and 2003 and their cash flows for the six month periods then ended. These condensed financial statements should be read in conjunction with the financial statements and notes included in PPG’s Annual Report on Form 10-K for the year ended December 31, 2003.

The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year.

2. Newly Adopted Accounting Standards

Effective January 1, 2004, PPG adopted the fair value method of recording stock-based compensation, as defined in Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of January 1, 2004 using the modified prospective transition method. See Note 13, “Stock-Based Compensation” for additional information.

Effective January 1, 2003, PPG adopted the provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations.” An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. This standard requires the Company to recognize asset retirement obligations in the period in which they are incurred, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life. PPG’s asset retirement obligations are primarily associated with closure of certain assets used in the chemicals manufacturing process. Adoption of this standard on January 1, 2003 resulted in an increase in noncurrent assets, current liabilities and noncurrent liabilities of $4 million, $1 million and $9 million, respectively, and a cumulative effect adjustment reducing net income by $6 million aftertax, or $0.03 a share – assuming dilution. The provisions of this standard did not have a material impact on the results of operations for the six months ended June 30, 2004.

3. Other New Accounting Standard

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” Interpretation No. 46 requires unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse the risks and rewards of ownership among their owners and other parties involved. The provisions of Interpretation No. 46 were applicable immediately to all variable interest entities created after January 31, 2003 and variable interest entities in which an

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enterprise obtains an interest in after that date, and for variable interest entities created before this date, the provisions were initially effective July 1, 2003. PPG’s adoption of this interpretation in the third quarter of 2003 did not have a material effect on the Company’s results of operations or financial condition. In December 2003, the FASB issued a revision to Interpretation No. 46; however, it had no impact on PPG’s adoption.

4. Earnings Per Common Share

The following table presents the earnings per common share calculations for the three and six months ended June 30, 2004 and 2003.


	Three Months Ended June 30				Six Months Ended June 30
(Millions, except per share amounts)	2004		2003		2004		2003
Earnings per common share
Net income	$	183	$	152	$	298	$	230

Weighted average common shares outstanding		171.6		169.7		171.4		169.6

Earnings per common share	$	1.07	$	0.90	$	1.74	$	1.36

Earnings per common share - assuming dilution
Net income	$	183	$	152	$	298	$	230

Weighted average common shares outstanding		171.6		169.7		171.4		169.6
Effect of dilutive securities:
Stock options		0.7		0.1		0.7		0.1
Other stock compensation plans		0.6		0.8		0.7		0.7

Potentially dilutive common shares		1.3		0.9		1.4		0.8

Adjusted weighted average common shares outstanding		172.9		170.6		172.8		170.4

Earnings per common share - assuming dilution	$	1.06	$	0.89	$	1.73	$	1.35

5. Acquisitions and Business Restructuring

During the first quarter 2004 the Company acquired the remaining one-third minority interest in PPG Iberica, S.A., a Spanish automotive and industrial coatings producer, for $61 million. The purchase price allocation, completed during the second quarter of 2004, resulted in an excess of purchase price over the fair value of net assets acquired, which has been reflected as an addition to goodwill.

In 2003, the Company recorded a charge of $6 million for restructuring actions related to our coatings and glass segments. This charge was for severance benefits for 93 employees. These actions have been completed.

In 2002, the Company recorded a charge of $81 million for restructuring and other related activities comprised of $66 million for severance and other costs and $15 million for asset

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dispositions. In 2003, $2 million of the initial $81 million charge, primarily related to the coatings segment, was reversed to income. The workforce reductions covered by this charge are substantially complete; however, as of June 30, 2004, $10 million of this reserve remained to be spent. Of this amount $1 million relates to lease costs that will be paid through September 30, 2004. The remaining reserve of $9 million relates to a group of approximately 75 employees in Europe, whose terminations have been concluded under a different social plan than was assumed when the reserve was recorded, 57 of whom have already been released, with the remaining terminations to occur by March 31, 2005. Under the terms of this social plan, severance payments will be paid to these 75 individuals through 2008.

6. Inventories

Inventories as of June 30, 2004 and December 31, 2003 are detailed below.


	June 30 2004		Dec. 31 2003
	(Millions)
Finished products	$	612	$	601
Work in process		125		111
Raw materials		160		157
Supplies		128		128

Total	$	1,025	$	997

Most domestic and certain foreign inventories are valued using the last-in, first-out method. If the first-in, first-out method of inventory valuation had been used, inventories would have been $176 million and $172 million higher at June 30, 2004 and December 31, 2003, respectively.

7. Goodwill and Other Identifiable Intangible Assets

The change in the carrying amount of goodwill attributable to each business segment for the six months ended June 30, 2004 was as follows:


	Coatings			Glass			Chemicals			Total
	(Millions)
Balance, December 31, 2003	$	1,045		$	84		$	28		$	1,157
Goodwill from acquisitions		9			—			—			9
Currency translation		(15	)		(1	)		(1	)		(17	)

Balance, June 30, 2004	$	1,039		$	83		$	27		$	1,149

The carrying amount of acquired trademarks with indefinite lives as of June 30, 2004 and December 31, 2003 totaled $144 million.

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


	June 30, 2004							December 31, 2003
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(Millions)
Acquired technology	$	351	$	(113	)	$	238	$	352	$	(104	)	$	248
Other		201		(81	)		120		179		(76	)		103

Balance	$	552	$	(194	)	$	358	$	531	$	(180	)	$	351

In both 2004 and 2003, the aggregate amortization expense related to these identifiable intangible assets for the three and six months ended June 30 was $8 million and $15 million, respectively. As of June 30, 2004, estimated future amortization expense of identifiable intangible assets is as follows: $15 million for the remaining two quarters of 2004 and $29 million, $28 million, $28 million, $24 million and $23 million in 2005, 2006, 2007, 2008 and 2009, respectively.

8. Pension and Other Postretirement Benefits

The net periodic pension costs for the three and six months ended June 30, 2004 and 2003 were as follows:


	Pensions
	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(Millions)
Service cost	$	16		$	14		$	32		$	29
Interest cost		46			42			91			83
Expected return on plan assets		(54	)		(42	)		(103	)		(82	)
Amortization of prior service cost		6			5			10			9
Amortization of actuarial losses		20			24			40			47

Net periodic pension cost	$	34		$	43		$	70		$	86

The net periodic other postretirement benefit costs for the three and six months ended June 30, 2004 and 2003 were as follows:


	Other Postretirement Benefits
	Three Months Ended June 30					Six Months Ended June 30
	2004			2003		2004			2003
	(Millions)
Service cost	$	6		$	5	$	13		$	11
Interest cost		17			17		34			32
Amortization of prior service cost		(1	)		1		(2	)		1
Amortization of actuarial losses		9			7		18			13

Net periodic other postretirement benefit cost	$	31		$	30	$	63		$	57

While PPG has no mandatory funding contribution required in 2004 for our U.S. pension plans, under Pension Benefit Guaranty Corporation or IRS regulations, the Company made a voluntary contribution of $100 million in April 2004 and has approval from the PPG Board of Directors to contribute up to an additional $100 million later in 2004. We expect to make contributions to our non-U.S. pension plans in 2004 of approximately $45 million, of which approximately $30 million was contributed as of June 30, 2004.

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On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) that provides several options for Medicare eligible participants and employers, including a federal subsidy payable to companies that elect to provide a retiree prescription drug benefit which is at least actuarially equivalent to Medicare Part D. The Act provides for a two-year transitional period to allow for, among other items, the possibility that companies may amend existing plans. Significant uncertainties exist for companies both as to the direct effects of the Act and its ancillary effects on plan participants’ behavior and health care costs. As such, the effects of the Act are not reflected in the accumulated postretirement benefit obligation as of December 31, 2003 or in the net periodic postretirement benefit cost for the three and six months ended June 30, 2004. PPG is currently evaluating the provisions of the Act and its potential impact to our postretirement medical plans, which we believe will ultimately reduce our accumulated postretirement benefit obligation and other postretirement benefit costs for 2004 and may require the Company to change its previously reported information.

9. Business Segment Information

Business segment net sales and operating income for the three and six months ended June 30, 2004 and 2003 were as follows:


	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(Millions)
Net sales:
Coatings	$	1,354		$	1,249		$	2,628		$	2,373
Glass		584			574			1,121			1,090
Chemicals		491			481			944			912

Total (a)	$	2,429		$	2,304		$	4,693		$	4,375

Operating income:
Coatings (b)	$	223		$	205		$	408		$	347
Glass		68			28			91			34
Chemicals (b)		49			69			89			114

Total		340			302			588			495
Interest expense – net		(22	)		(26	)		(43	)		(51	)

Asbestos settlement – net		(10	)		(11	)		(15	)		(16	)

Compensation cost associated with stock options (Note 13)		(4	)		—			(11	)		—

Other unallocated corporate expense – net (b)		(6	)		(2	)		(23	)		(14	)

Income before income taxes, minority interest and cumulative effect of accounting change (c)	$	298		$	263		$	496		$	414

(a)	Intersegment net sales for the three and six months ended June 30, 2004 and 2003 were not material.

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(b)

Prior to 2004, the pension and other postretirement benefit costs for U.S. salaried retirees were allocated to businesses based on their active U.S. salaried payroll dollars. In 2004, the Company revised its allocation method to more appropriately reflect these costs by business based on the salaried retiree’s work location at retirement. For comparative purposes, segment operating income for 2003 in the above table has been revised to reflect this change in allocation method, which resulted in an increase in our coatings segment operating income of approximately $3 million and $6 million, a reduction in our chemicals segment operating income of approximately $1 million and $2 million and an increase in other unallocated corporate expense – net of approximately $2 million and $4 million for the three and six months ended June 30, 2003, respectively.

(c)

Includes for the three and six months ended June 30, 2003, a charge of $5 million and $6 million, respectively, for restructuring actions initiated in 2003, related to the coatings and glass segments. The three and six months ended June 30, 2003 also include a reversal of $2 million of the restructuring reserve originally recorded in 2002 related primarily to the coatings segment.

10. Comprehensive Income

Total comprehensive income for the three and six months ended June 30, 2004 and 2003 was as follows:


	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(Millions)
Net income	$	183		$	152		$	298		$	230
Other comprehensive income, net of tax:
Currency translation adjustment		(39	)		112			(64	)		171
Unrealized losses on marketable securities		(2	)		—			(3	)		—
Net change – derivatives (Note 11)		2			(6	)		2			(3	)

		(39	)		106			(65	)		168

Total comprehensive income	$	144		$	258		$	233		$	398

11. Derivative Financial Instruments

PPG uses derivative instruments to manage its exposure to fluctuating natural gas prices through the use of natural gas swap and option contracts. PPG also uses forward currency and option contracts as hedges against its exposure to variability in exchange rates on short-term intercompany borrowings and cash flows denominated in foreign currencies and to translation risk. Interest rate swaps are used to hedge the Company’s exposure to changing interest rates. PPG also uses an equity forward arrangement to hedge a portion of our exposure to changes in the fair value of PPG stock that is to be contributed to the asbestos settlement trust as discussed in Note 14, “Commitment and Contingent Liabilities.” PPG’s policies do not permit speculative use of derivative financial instruments.

During the first six months of 2004, other comprehensive income included a net gain due to derivatives of $2 million, net of tax. This gain was comprised of realized gains of $1 million and unrealized gains of $3 million. The realized gains primarily related to the settlement during the period of natural gas contracts offset in part from the settlement of interest rate swaps owned by one of the Company’s investees accounted for under the equity method of accounting. The unrealized gains primarily related to these same instruments.

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During the first six months of 2003, other comprehensive income included a net loss due to derivatives of $3 million, net of tax. This loss was comprised of realized gains of $19 million and unrealized gains of $16 million. The realized gains related to the settlement during the period of natural gas and forward currency contracts. The unrealized gains during the period related primarily to the changes in fair value of the natural gas contracts outstanding as of June 30, 2003.

In November 2002, PPG entered into a one-year renewable equity forward arrangement with a bank in order to partially mitigate the impact of changes in the fair value of PPG stock that is to be contributed to the asbestos settlement trust as discussed in Note 14, “Commitments and Contingent Liabilities.” This instrument has been renewed for an additional year. In accordance with the terms of this instrument the bank purchased 504,900 shares of PPG stock on the open market at a cost of $24 million through December 31, 2002 and during the first quarter of 2003 the bank purchased an additional 400,000 shares at a cost of $19 million, for a total principal amount of $43 million. PPG recorded income of $4 million and expense of $1 million for the three and six months ended June 30, 2004, respectively, and income of $5 million and $1 million for the three and six months ended June 30, 2003, respectively, for the change in fair value of this instrument, which is reflected in “Asbestos settlement – net” in the condensed statement of income. The fair value of this instrument as of June 30, 2004 and December 31, 2003 was a current asset of $14 million and $15 million, respectively.

12. Cash Flow Information

Cash payments for interest were $49 million and $58 million for the six months ended June 30, 2004 and 2003, respectively. Net cash payments for income taxes for the six months ended June 30, 2004 and 2003 each totaled $88 million.

During the second quarter of 2004, the Company received proceeds of $23 million from the sale/leaseback of precious metals, which are included in “Reductions of other property and investments” in the investing section in the accompanying condensed statement of cash flows. The gain recognized on the sale of these assets was $12 million for the three and six months ended June 30, 2004, which is reflected in “Other income – net” in the accompanying condensed statement of income.

13. Stock-Based Compensation

A portion of the amounts paid under the Company’s total shareholder return plan and its incentive compensation and management award plans may be paid in PPG common stock. Total compensation cost recognized as expense related to these plans was $11 million and $24 million for the three and six months ended June 30, 2004, respectively, and $14 million and $28 million for the three and six months ended June 30, 2003, respectively.

PPG has two stock option plans, the PPG Stock Plan and the Challenge 2000 Stock Plan. Prior to January 1, 2004, PPG applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” in accounting for stock options. Effective January 1, 2004, PPG adopted the fair value method of recording compensation associated with stock options in accordance with SFAS No. 123 for stock options awarded to employees after the date of adoption and for previously issued stock options that were not vested as of January 1, 2004 using the modified prospective transition method. The adoption increased stock-based compensation expense by $3 million aftertax, or 2 cents a share, and $7 million aftertax, or 4 cents a share, for the three and six months ended June 30, 2004, respectively. Additionally, as required under the modified prospective method, PPG has recorded a deferred tax asset of $8 million and a corresponding increase to additional paid-in capital equal to the deferred tax

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benefit that would have been recognized had compensation expense been recorded for options outstanding at the date of adoption but not fully vested. The PPG Stock Plan was amended effective January 1, 2004 to change the vesting period for stock options granted after that date from one year to three years. The Company currently expects the full year impact of adoption to increase 2004 stock-based compensation expense by approximately $12 million aftertax, or $0.07 per share. Adoption of the fair value provisions of SFAS No. 123 did not have an impact on the accounting for PPG’s other stock-based compensation.

The fair value of stock options issued to employees is measured on the date of grant and recognized as compensation expense over the vesting period. PPG estimates the fair value of stock options using the Black-Scholes option pricing model. The weighted average assumptions used to calculate compensation expense related to stock options for 2004 and the pro forma results presented below were as follows:


	Six Months Ended June 30
	2004		2003
Risk free interest rate	3.3	%	3.1	%
Expected life of option in years	5.1		5.1
Expected dividend yield	3.2	%	3.0	%
Expected volatility	31.9	%	32.5	%

Had 2003 compensation cost for these PPG stock option plans been determined based upon the estimated fair value at the grant date consistent with the methodology prescribed in SFAS No. 123, net income, earnings per common share and earnings per common share – assuming dilution would have been as follows:


*(Millions, except per share amounts)*	Three Months Ended June 30 2003			Six Months Ended June 30 2003
Net income
Reported net income	$	152		$	230
Impact of expensing stock options		(5	)		(11	)

Pro forma net income	$	147		$	219

Earnings per common share
Reported earnings	$	0.90		$	1.36
Impact of expensing stock options		(0.03	)		(0.07	)

Pro forma earnings per common share	$	0.87		$	1.29

Earnings per common share – assuming dilution
Reported earnings	$	0.89		$	1.35
Impact of expensing stock options		(0.03	)		(0.07	)

Pro forma earnings per common share – assuming dilution	$	0.86		$	1.28

14. Commitments and Contingent Liabilities

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to the asbestos settlement described below, may contest coverage with respect to some of the asbestos claims if the settlement is not implemented. PPG’s lawsuits and claims against others include claims against insurers and other third parties with respect to actual and contingent losses related to environmental, asbestos and other matters.

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

The Company has been named as a defendant, along with various other co-defendants, in a number of antitrust lawsuits, including suits in various state and federal courts alleging that PPG acted with competitors to fix prices and allocate markets in the automotive refinish industry and a federal class action suit relating to certain glass products. The federal automotive refinish cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania located in Philadelphia, Pa. Certain of the defendants in the federal automotive refinish case have settled. That case is still at an early stage and discovery is underway with the remaining defendants. Except for a case in California, the state automotive refinish cases have either been stayed pending resolution of the federal proceedings or have been dismissed. All of the initial defendants in the glass class action antitrust case other than PPG have settled. On May 29, 2003, the U.S. District Court for the Western District of Pennsylvania located in Pittsburgh, Pa. granted PPG’s motion for summary judgment dismissing the claims against PPG in the glass class action antitrust case. The plaintiffs in that case have appealed that order to the U.S. Third Circuit Court of Appeals. PPG believes it has meritorious defenses to these antitrust claims.

The Company has been a defendant since April 1994 in a suit filed by Marvin Windows and Doors (Marvin) alleging numerous claims, including breach of warranty. All of the plaintiff’s claims, other than breach of warranty, were dismissed. However, on February 14, 2002, a federal jury awarded Marvin $136 million on the remaining claim. Subsequently, the court added $20 million for interest bringing the total judgment to $156 million. PPG has appealed that judgment. The appeals court has heard the parties’ arguments, but has not yet rendered its decision. Interest will be accrued on the $156 million judgment against PPG during the appeals process. As of June 30, 2004, the amount of the total judgment against PPG, with accrued interest, was $164 million. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal.

For over thirty years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. As of June 30, 2004, PPG was one of many defendants in numerous asbestos-related lawsuits involving approximately 116,000 claims. Most of PPG’s potential exposure relates to allegations by plaintiffs that PPG should be liable for injuries involving asbestos-containing thermal insulation products manufactured and distributed by Pittsburgh Corning Corporation (PC). PPG and Corning Incorporated are each 50% shareholders of PC. PPG has denied responsibility for, and has defended, all claims for any injuries caused by PC products.

On April 16, 2000, PC filed for Chapter 11 Bankruptcy in the U.S. Bankruptcy Court for the Western District of Pennsylvania located in Pittsburgh, Pa. Accordingly, in the first quarter of 2000, PPG recorded an aftertax charge of $35 million for the write-off of all of its investment in PC. As a consequence of the bankruptcy filing and various motions and orders in that proceeding, the asbestos litigation against PPG (as well as against PC) has been stayed and the filing of additional asbestos suits against them has been enjoined, until thirty days after the

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effective date of a confirmed plan of reorganization for PC substantially in accordance with the settlement arrangement among PPG and several other parties discussed below. The stay may be terminated if the Bankruptcy Court determines that such a plan will not be confirmed, or the settlement arrangement set forth below is not likely to be consummated.

On May 14, 2002, PPG announced that it had agreed with several other parties, including certain of its insurance carriers, the official committee representing asbestos claimants in the PC bankruptcy (ACC), and the legal representatives of future asbestos claimants appointed in the PC bankruptcy, on the terms of a settlement arrangement relating to asbestos claims against PPG and PC (the “PPG Settlement Arrangement”).

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

The terms of the PPG Settlement Arrangement and the Corning Settlement Arrangement have been incorporated into a bankruptcy reorganization plan for PC along with a disclosure statement describing the plan, which PC filed with the Bankruptcy Court on April 30, 2003. Amendments to the plan and disclosure statement were filed on August 18 and November 20, 2003. Creditors and other parties with an interest in the bankruptcy proceeding were entitled to file objections to the disclosure statement and the plan of reorganization, and a few parties filed objections. On November 26, 2003, after considering objections to the second amended disclosure statement and plan of reorganization, the Bankruptcy Court entered an order approving such disclosure statement and directing that it be sent to creditors, including asbestos claimants, for voting. The Bankruptcy Court established March 2, 2004 as the deadline for receipt of votes. In order to approve the plan, at least two-thirds in amount and more than one-half in number of the allowed creditors in a given class must vote in favor of the plan, and for a plan to contain a channeling injunction for present and future asbestos claims under §524(g) of the Bankruptcy Code, as described below, seventy-five percent of the asbestos claimants voting must vote in favor of the plan. On March 16, 2004, notice was received that the plan of reorganization received the required votes to approve the plan with a channeling injunction. From May 3-7, 2004, the Bankruptcy Court judge conducted a hearing regarding the fairness of the settlement, including whether the plan would be fair with respect to present and future claimants, whether such claimants would be treated in substantially the same manner, and whether the protection provided to PPG and its participating insurers would be fair in view of the assets they would convey to the asbestos settlement trust (the “Trust”) to be established as part of the plan. At that hearing, creditors and other parties in interest raised objections to the plan. Following that hearing, the Bankruptcy Court set deadlines for the parties to develop agreed-upon and contested Findings of Fact and Conclusions of Law and scheduled oral argument for contested items on November 9, 2004. Sometime after the oral argument, the Bankruptcy Court would enter a confirmation order of the plan if the Bankruptcy Court determines that all requirements to confirm a plan have been satisfied; this order may be appealed to the U.S. District Court for the Western District of Pennsylvania. (The District Court may join the Bankruptcy Court in the confirmation order, in which case an appeal to the District Court would not be necessary.) Assuming that the District Court approves the confirmation order, interested parties could appeal the order to the U.S. Third Circuit Court of Appeals and subsequently to the U.S. Supreme Court. The PPG Settlement Arrangement would not become effective until 30 days after the plan of reorganization was finally approved by an appropriate court order that was no longer subject to appeal (the “Effective Date”).

If the PC plan of reorganization incorporating the terms of the PPG Settlement Arrangement were approved by the Bankruptcy Court and all legal requirements under the Bankruptcy Code or otherwise were satisfied, the Court would enter a channeling injunction under §524(g) and

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other provisions of the Bankruptcy Code, prohibiting present and future claimants from asserting bodily injury claims against PPG or its subsidiaries or PC relating to the manufacture, distribution or sale of asbestos-containing products by PC or PPG or its subsidiaries. The injunction would also prohibit co-defendants in those cases from asserting claims against PPG or its subsidiaries for contribution, indemnification or other recovery. All such claims would have to be filed with the Trust and only paid from the assets of the Trust.

The channeling injunction would not extend to claims against PPG alleging injury caused by asbestos on premises owned, leased or occupied by PPG (so called “premises claims”), or claims alleging property damage resulting from asbestos. Approximately 9,000 of the 116,000 claims pending against PPG and its subsidiaries are premises claims. Many of PPG’s premises claims have been resolved without payment from PPG. To date, PPG has paid about $7 million to settle approximately 1,100 premises claims, virtually all of which has been covered by PPG’s insurers. There are no property damage claims pending against PPG or its subsidiaries. PPG believes that it has adequate insurance for the asbestos claims not covered by the channeling injunction and that any financial exposure resulting from such claims will not have a material effect on PPG’s consolidated financial position, liquidity or results of operations.

PPG has no obligation to pay any amounts under the PPG Settlement Arrangement until the Effective Date. PPG and certain of its insurers (along with PC) would then make payments to the Trust, which would provide the sole source of payment for all present and future asbestos bodily injury claims against PPG, its subsidiaries or PC alleged to be caused by the manufacture, distribution or sale of asbestos products by these companies. PPG would convey the following assets to the Trust. First, PPG would convey the stock it owns in PC and Pittsburgh Corning Europe. Second, PPG would transfer 1,388,889 shares of PPG’s common stock. Third, PPG would make aggregate cash payments to the Trust of approximately $998 million, payable according to a fixed payment schedule over 21 years, beginning on June 30, 2003, or, if later, the Effective Date. PPG would have the right, in its sole discretion, to prepay these cash payments to the Trust at any time at a discount rate of 5.5% per annum as of the prepayment date. Under the payment schedule, the amounts due June 30, 2003 and 2004 are $75 million and $98 million, respectively. In addition to the conveyance of these assets, PPG would pay $30 million in legal fees and expenses on behalf of the Trust to recover proceeds from certain historical insurance assets, including policies issued by certain insurance carriers that are not participating in the settlement, the rights to which would be assigned to the Trust by PPG.

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

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

In the second quarter of 2002, an initial charge of $772 million was recorded for the estimated cost of the PPG Settlement Arrangement which included the net present value as of December 31, 2002, using a discount rate of 5.5% of the aggregate cash payments of approximately $998

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million to be made by PPG to the Trust. That amount also included the carrying value of PPG’s stock in Pittsburgh Corning Europe, the fair value as of June 30, 2002 of 1,388,889 shares of PPG common stock and $30 million in legal fees of the Trust to be paid by PPG, which together with the first payment originally scheduled to be made to the Trust on June 30, 2003, were reflected in the current liability for PPG’s asbestos settlement in the balance sheet as of June 30, 2002. The net present value at that date of the remaining payments of $566 million was recorded in the noncurrent liability for asbestos settlement. The following table summarizes the impact on our income statement for the three and six months ended June 30, 2004 and 2003 resulting from the PPG Settlement Arrangement including the change in fair value of the stock to be transferred to the asbestos settlement trust and the equity forward instrument (see Note 11, “Derivative Financial Instruments”) and the increase in the net present value of the future payments to be made to the Trust.


	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(Millions)
Increase (decrease) in expense:

Change in fair value:
PPG stock	$	6		$	8		$	(2	)	$	1
Equity forward instrument		(4	)		(5	)		1			(1	)
Accretion of asbestos liability		8			8			16			16

Asbestos settlement – net expense	$	10		$	11		$	15		$	16

The fair value of the equity forward instrument is $14 million and $15 million as of June 30, 2004 and December 31, 2003, respectively, and is included as an other current asset in the accompanying condensed balance sheet. The amounts due June 30, 2003, 2004 and 2005 of $75 million, $98 million and $90 million, respectively, under the fixed payment schedule described above, are included in the current asbestos settlement liability in the accompanying condensed balance sheet, which is $396 million and $308 million as of June 30, 2004 and December 31, 2003, respectively. The net present value of the remaining payments is included in the long-term asbestos settlement liability in the accompanying condensed balance sheet, which totaled $426 million and $500 million as of June 30, 2004 and December 31, 2003, respectively. It is expected that accretion expense associated with the asbestos liability will continue to be approximately $8 million per quarter through the end of 2004 and will be slightly less through 2005.

Because the filing of asbestos claims against the Company has been enjoined since April 2000, a significant number of additional claims may be filed against the Company if the Bankruptcy Court stay were to expire. If the PPG Settlement Arrangement is not implemented, for any reason, and the Bankruptcy Court stay expires, the Company intends to vigorously defend the pending and any future asbestos claims against it and its subsidiaries. The Company believes that it is not responsible for any injuries caused by PC products, which represent the preponderance of the pending bodily injury claims against it. Prior to 2000, PPG had never been found liable for any such claims, in numerous cases PPG had been dismissed on motions prior to trial, and aggregate settlements by PPG to date have been immaterial. In January 2000, in a trial in a state court in Texas involving six plaintiffs, the jury found PPG not liable. However, a week later in a separate trial also in a state court in Texas, another jury found PPG, for the first time, partly responsible for injuries to five plaintiffs alleged to be caused by PC products. PPG intends to appeal the adverse verdict in the event the settlement does not become effective. Although PPG has successfully defended asbestos claims brought against it in the past, in view of the number of claims, and the questionable verdicts and awards that other companies have experienced in asbestos litigation, the result of any future litigation of such claims is inherently unpredictable.

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Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time. Over the past 10 years the pretax charges against income have ranged between $10 million and $49 million per year. We anticipate that charges against income in 2004 will be within that range. 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 and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity.

In addition to the amounts currently reserved, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $200 million to $400 million, which range is unchanged from the prior year end. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. The Company’s environmental contingencies are expected to be resolved over an extended period of time.

Although the unreserved exposure to future loss relates to all sites, a significant portion of such exposure involves three operating plant sites in our chemicals segment. Initial remedial actions are occurring at these sites. Studies to determine the nature of the contamination are reaching completion and the need for additional remedial actions, if any, is presently being evaluated. The loss contingencies related to the remaining portion of such unreserved exposure include significant unresolved issues such as the nature and extent of contamination, if any, at these other sites and the methods that may have to be employed should remediation be required. The most significant of these sites is the Calcasieu River estuary, near our Lake Charles, La. chemicals plant. The U.S. Environmental Protection Agency (USEPA) has completed investigation of contamination levels in the Calcasieu River estuary and issued a Final Remedial Investigation Report in September 2003, which incorporates the Human Health and Ecological Risk Assessments, indicating that elevated levels of risk exist in the estuary. PPG and other potentially responsible parties are performing a feasibility study under the authority of the Louisiana Department of Environmental Quality. Current activity is focused on the development of preliminary remedial action goals, which are to be submitted by the end of 2004 for agency approval. These goals will more fully define the nature and extent of any potentially required remedial actions. Based upon the results of the feasibility study, an evaluation will be made to determine, what, if any, role PPG would have with respect to these future potential remedial actions.

With respect to certain waste sites, the financial condition of any other potentially responsible parties also contributes to the uncertainty of estimating PPG’s final costs. Although contributors of waste to sites involving other potentially responsible parties may face governmental agency

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assertions of joint and several liability, in general, final allocations of costs are made based on the relative contributions of wastes to such sites. PPG is generally not a major contributor to such sites.

The impact of evolving programs, such as natural resource damage claims, industrial site reuse initiatives and state remediation programs, also adds to the present uncertainties with regard to the ultimate resolution of this unreserved exposure to future loss. The Company’s assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments including a recently undertaken formal review by the New Jersey Department of Environmental Protection of its chromium cleanup guidelines, which may potentially impact PPG’s ongoing chrome remediation activities.

In June 2003, our partner in a fiber glass joint venture in South America filed for bankruptcy. Upon resolution of the bankruptcy proceedings, the partner’s ownership interest may transfer to one of its senior secured creditors or be sold. While PPG expects operations at the joint venture to continue, the Company is currently evaluating its options with respect to this venture, which include its sale or the liquidation of the venture. Should liquidation occur, PPG’s exposure to loss would be limited to $12 million, which includes a combination of the Company’s investment, outstanding receivables and a loan guarantee related to this venture.

The Company accrues for product warranties at the time the products are sold based on historical claims experience. As of June 30, 2004 and December 31, 2003, the reserve for product warranties was $4 million and $3 million, respectively. Pretax charges against income for product warranties and the related cash outlays were not material for the three and six months ended June 30, 2004 and 2003.

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

Performance in Second Quarter of 2004 Compared to Second Quarter of 2003

Performance Overview

Sales increased 5% for the second quarter of 2004 to $2,429 million compared to $2,304 million for the second quarter of 2003. Increases in volumes across all of our business segments accounted for an increase in sales of 6%, while the positive effects of foreign currency translation, primarily from our European operations, accounted for an additional increase of 2%. Lower selling prices in all of our business segments reduced sales by 3%.

The gross profit percentage for the second quarter of 2004 and 2003 was 37.3%. The benefits realized from improved manufacturing efficiencies across all of our business segments and the favorable mix of sales volume growth were offset by the lower selling prices mentioned above, higher energy costs in our glass and chemicals business segments and other inflationary cost increases.

Net income and earnings per share – assuming dilution, for the second quarter of 2004 were $183 million and $1.06, respectively, compared to $152 million and $0.89, respectively, for the second quarter of 2003. Net income for the second quarter of 2004 included an aftertax charge of $3 million, or 2 cents a share, to reflect the Company’s decision to begin expensing stock options effective January 1, 2004, as discussed in Note 13. Net income for the second quarter of 2004 also included an aftertax charge of $6 million, or 3 cents a share, to reflect the net change in the current value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14. Net income for the second quarter of 2003 included aftertax charges of $7 million, or 4 cents a share, to reflect the net change in the value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14, and $2 million, or 1 cent a share, for restructuring costs, as discussed in Note 5.

Net income for the second quarter of 2004 compared to the second quarter of 2003 was $31 million higher. The improvement in net income was due to the increased sales volumes and the favorable effects of foreign currency translation described above, improved manufacturing efficiencies, higher other income, lower pension and postretirement medical costs and a lower effective tax rate. The lower selling prices described above, the negative effects of inflation, higher energy and overhead costs and increased stock option expense were factors in reducing net income for the second quarter of 2004.

Performance of Business Segments

Coatings sales increased 8% to $1,354 million for the second quarter of 2004 compared to $1,249 million for the second quarter of 2003. Sales increased 6% due to improved volumes from our architectural, industrial, automotive, aerospace and automotive refinish businesses and 3% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 1% decline due to lower selling prices, principally in our automotive business. Operating income was $223 million for the second quarter of 2004 compared to $205 million for the same quarter in 2003. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation. Factors decreasing operating income were the additional selling expenses in our architectural business, the impact of cost inflation and the lower selling prices described above.

Glass sales increased 2% to $584 million for the second quarter of 2004 compared to $574 million for the second quarter of 2003. Sales increased 5% due to improved volumes from our

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fiber glass, flat and automotive original equipment businesses, net of lower automotive replacement glass volumes, and 1% due to the positive effects of foreign currency translation. These sales increases were offset by a 4% decline due to lower selling prices throughout our glass business. Operating income was $68 million for the second quarter of 2004 compared to $28 million for the same quarter in 2003. Factors increasing operating income were improved manufacturing efficiencies, higher other income, the higher sales volumes described above and lower overhead costs. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher energy costs.

Chemical sales increased 2% to $491 million for the second quarter of 2004 compared to $481 million for the second quarter of 2003. Sales increased 5% due to improved volumes from our commodity and optical products and 1% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 4% decline due to lower selling prices from our commodity and fine chemicals products. Operating income was $49 million for the second quarter of 2004 compared to $69 million for the same quarter in 2003. Factors decreasing operating income were the lower selling prices described above, higher energy costs, the impact of cost inflation, and additional selling and advertising expenses in our optical business. Factors increasing operating income were the higher sales volumes described above and improved manufacturing efficiencies.

Performance in the First Six Months of 2004 Compared to the First Six Months of 2003

Performance Overview

Sales increased 7% for the first six months of 2004 to $4,693 million compared to $4,375 million for the first six months of 2003. Increases in volumes across all of our business segments accounted for an increase of 7%, while the positive effects of foreign currency translation, primarily from our European operations, accounted for an additional increase of 3%. Lower selling prices in all of our business segments reduced sales by 3%.

The gross profit percentage increased to 36.9% for the first six months of 2004 compared to 36.3% for the first six months of 2003. The benefits realized from improved manufacturing efficiencies across all of our business segments and the favorable mix of sales volume growth increased our gross profit percentage. Lower selling prices across all of our business segments and higher energy costs in our glass and chemicals business segments decreased our gross profit percentage.

Net income and earnings per share – assuming dilution for the first six months of 2004 were $298 million and $1.73, respectively, compared to $230 million and $1.35, respectively, for the first six months of 2003. Net income for the first six months of 2004 included an aftertax charge of $7 million, or 4 cents a share, to reflect the Company’s decision to begin expensing stock options effective January 1, 2004, as discussed in Note 13. Net income for the first six months of 2004 also included an aftertax charge of $9 million, or 5 cents a share, to reflect the net change in the current value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14. Net income for the first six months of 2003 included aftertax charges of $6 million, or 3 cents a share, for the cumulative effect of an accounting change related to the accounting for asset retirement obligations, as discussed in Note 2; $10 million, or 6 cents a share, to reflect the net change in the value of the Company’s obligation under the asbestos settlement agreement, as discussed in Note 14; and $2 million, or 1 cent a share, for restructuring, as discussed in Note 5.

Net income for the first six months of 2004 compared to the first six months of 2003 was $68 million higher. The improvement in net income was due to the increased sales volumes and the favorable effects of foreign currency translation described above, improved manufacturing efficiencies, higher other income, lower pension and postretirement medical costs, lower

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interest expense, lower restructuring costs and a lower effective tax rate. The lower selling prices described above, higher energy and overhead costs, the negative effects of inflation and increased stock option expense were factors in reducing net income for the first six months of 2004.

Performance of Business Segments

Coatings sales increased 11% to $2,628 million for the first six months of 2004 compared to $2,373 million for the first six months of 2003. Sales increased 7% due to improved volumes from our architectural, industrial, automotive, automotive refinish and aerospace businesses and 5% due to the positive effects of foreign currency translation, primarily from our European operations. Sales decreased by 1% due to lower selling prices, principally in our automotive business. Operating income was $408 million for the first six months of 2004 compared to $347 million for the first six months of 2003. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher selling expenses in our architectural business.

Glass sales increased 3% to $1,121 million for the first six months of 2004 compared to $1,090 million for the first six months of 2003. Sales increased 6% due to improved volumes from our fiber glass, flat and automotive original equipment businesses, net of lower automotive replacement glass volumes, and 2% due to the positive effects of foreign currency translation. These sales increases were offset by a 5% decline due to lower selling prices throughout our glass business. Operating income was $91 million for the first six months of 2004 compared to $34 million for the first six months of 2003. Factors increasing operating income were improved manufacturing efficiencies, the higher sales volumes described above, higher other income and the favorable effects of foreign currency translation. Factors decreasing operating income were the lower selling prices described above, the impact of cost inflation and higher energy costs.

Chemicals sales increased 4% to $944 million for the first six months of 2004 compared to $912 million for the first six months of 2003. Sales increased 6% due to improved volumes from our commodity and optical products and 2% due to the positive effects of foreign currency translation, primarily from our European operations. These sales increases were offset by a 4% decline due primarily to lower selling prices for our commodity products. Operating income was $89 million for the first six months of 2004 compared to $114 million for the first six months of 2003. Factors decreasing operating income were the lower selling prices described above, higher energy costs and additional selling and advertising expenses in our optical business. Factors increasing operating income were the higher sales volumes described above, improved manufacturing efficiencies and the favorable effects of foreign currency translation.

Other Factors

The increase in “Other income – net” in the accompanying condensed statement of income for the three and six months ended June 30, 2004 as compared to the three and six months ended June 30, 2003 is principally due to a gain resulting from the decision to lease rather than own a portion of the precious metals used in our fiber glass production process, higher royalty income and higher equity earnings.

Based on our current estimates, our effective tax rate for the full year 2004 will be approximately 34% compared with an estimate of 35% in the first quarter. We have reflected this change in estimate in the second quarter results of operations.

Based on valuations prepared by our actuaries, the Company’s pension and other postretirement benefit costs for 2004 will be approximately $25 million lower than in 2003. This decrease reflects the market driven growth in pension plan assets that occurred in 2003 and

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the impact of the $130 million in cash contributed by the Company in 2004. This decrease in costs does not include the benefit of any anticipated reductions resulting from the implementation of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). PPG is currently evaluating the provisions of the Act and its potential impact to our postretirement medical plans, which we believe will ultimately reduce our accumulated postretirement benefit obligation and other postretirement benefit costs in 2004, as discussed in Note 8.

Liquidity and Capital Resources

Cash from operating activities for the six months ended June 30, 2004 was $351 million compared with $412 million for the comparable period of 2003. Cash contributions made to our pension plans, which reduced cash from operating activities, were $130 million and $26 million for the six months ended June 30, 2004 and 2003, respectively. Cash from operations and the Company’s debt capacity have been and are expected to continue to be sufficient to fund capital spending, share repurchases, dividend payments, contributions to pension plans, amounts due under the asbestos settlement and operating requirements. During the first six months of 2004, the Company repurchased 0.1 million shares of PPG common stock at a cost of $8 million under a previously authorized share repurchase program.

During May 2004 the Company renegotiated its U.S. credit agreements. The new facility consists of credit lines totaling $1 billion that expire in 2009. The annual facility fee payable on the committed amounts is 7¹/2 basis points. These credit lines are available for general corporate purposes and also support PPG’s commercial paper programs in the U.S. and Europe.

Our current estimate under existing U.S. pension funding regulations is that, with available funding credits, there will be no mandatory pension funding requirement until 2007 at the earliest. However, the Company made a voluntary contribution of $100 million to the U.S. pension plans in April 2004 and has approval from the PPG Board of Directors to contribute up to an additional $100 million later in 2004. The pension contribution will allow the Company more flexibility in determining both the timing and amounts of future mandatory contributions under the complex ERISA and IRS pension funding regulations. We expect to make contributions to the Company’s non-U.S. pension plans in 2004 of approximately $45 million, of which approximately $30 million was contributed as of June 30, 2004.

New Accounting Standards

Note 2, “Newly Adopted Accounting Standards,” to the accompanying condensed financial statements describes the Company’s adoption of the fair value method of recording stock-based compensation, as defined in SFAS No. 123, effective January 1, 2004, and of the provisions of the FASB’s standard on the accounting for asset retirement obligations, effective January 1, 2003. See Note 3, “Other New Accounting Standard,” to the accompanying condensed financial statements for a description of the impact of adopting the FASB’s Interpretation No. 46, “Consolidation of Variable Interest Entities.”

Commitments and Contingent Liabilities, including Environmental Matters

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. In a suit filed by Marvin Windows and Doors, PPG has appealed the unfavorable judgment awarded by a federal jury. The appeals court has heard the parties’ arguments, but has not yet rendered its decision. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal. See Note 14, “Commitments and Contingent Liabilities,” to the accompanying condensed financial statements for an expanded description of this case and certain other lawsuits, including the proposed PPG Settlement Arrangement for asbestos claims announced on May 14, 2002. As discussed in Note 14, although the result of

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any future litigation of such lawsuits and claims is inherently unpredictable, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims in the event the PPG Settlement Arrangement described in Note 14 does not become effective, will not have a material effect on PPG’s consolidated financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which the costs, if any, are recognized.

It is PPG’s policy to accrue expenses for environmental contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. As of June 30, 2004 and December 31, 2003, PPG had reserves for environmental contingencies totaling $81 million and $92 million, respectively. Pretax charges against income for environmental remediation costs for the three and six months ended June 30, 2004 totaled $2 million and $5 million, respectively, and $0 million and $2 million, respectively, for the three and six months ended June 30, 2003, and are included in “Other income – net” in the accompanying condensed statement of income. Cash outlays related to such environmental remediation aggregated $16 million and $8 million for the six months ended June 30, 2004 and 2003, respectively. In addition to the amounts currently reserved, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $200 million to $400 million, which range is unchanged from the prior year end. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time. Over the past 10 years the pretax charges against income have ranged between $10 million and $49 million per year. We anticipate that charges against income in 2004 will be within that range. It is possible, however, that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter this expectation. See Note 14, for an expanded description of certain of these environmental contingencies. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. Management’s Discussion and Analysis and other sections of this Form 10-Q contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance.

Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission. Also, note the following cautionary statements.

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Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Among these factors are increasing price and product competition by foreign and domestic competitors, fluctuations in the cost and availability of raw materials, the ability to maintain favorable supplier relationships and arrangements, economic and political conditions in international markets, the ability to penetrate existing, developing and emerging foreign and domestic markets, which also depends on economic and political conditions, foreign exchange rates and fluctuations in those rates, and the unpredictability of existing and possible future litigation, including litigation that could result if PPG’s Settlement Arrangement for asbestos claims does not become effective. Further, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

The consequences of material differences in the results as compared to those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, operations or liquidity.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in the Company’s exposure to market risk from December 31, 2003.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

The Company has been named as a defendant, along with various co-defendants, in a number of antitrust lawsuits filed in federal and state courts by various plaintiffs. These suits allege PPG was involved with competitors in fixing prices and allocating markets for the automotive refinish industry and for certain glass products. Twenty-nine glass antitrust cases were filed in federal courts, all of which have been consolidated in the U.S. District Court for the Western District of Pennsylvania located in Pittsburgh, Pa., and the Court has ruled that the case may proceed as a class action. All of the initial defendants in the glass class action antitrust case, other than PPG, have entered into settlement agreements with the plaintiffs. On May 29, 2003, the Court granted PPG’s motion for summary judgment dismissing the claims against PPG in the glass class action antitrust case. The plaintiffs in that case have appealed that order to the U.S. Third Circuit Court of Appeals. PPG believes it has meritorious defenses to these antitrust claims.

In addition, approximately 60 cases alleging antitrust violations in the automotive refinish industry have been filed in various state and federal jurisdictions. The approximately 55 federal cases have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania located in Philadelphia, Pa. Certain of the defendants in the federal automotive refinish case have settled. That case is still at an early stage and discovery is underway with the remaining defendants. Except for a case in California, the state automotive refinish cases have either been stayed pending resolution of the federal proceedings or have been dismissed. The plaintiffs in these various cases are seeking economic and treble damages and injunctive relief. PPG believes it has meritorious defenses in these lawsuits.

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appeals process. As of June 30, 2004, the amount of the total judgment against PPG, with accrued interest, was $164 million. PPG believes it has meritorious defenses to the plaintiff’s claims and has reasonable prospects of prevailing on appeal.

For over thirty years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. For a description of asbestos litigation affecting the Company and the terms and status of the proposed PPG Settlement Arrangement announced May 14, 2002, see Note 14, “Commitments and Contingent Liabilities.”

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

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Directors who are not also Officers of the Company receive Common Stock Equivalents pursuant to the Deferred Compensation Plan for Directors. Retired Directors receive dividend equivalents in the form of Common Stock Equivalents pursuant to the Directors’ Common Stock Plan. Common Stock Equivalents are hypothetical shares of Common Stock having a value on any given date equal to the value of a share of Common Stock. Common Stock Equivalents earn dividend equivalents that are converted into additional Common Stock Equivalents but carry no voting rights or other rights afforded to a holder of Common Stock. The Common Stock Equivalents credited to Directors under both plans are exempt from registration under Section 4(2) of the Securities Act of 1933 as private offerings made only to Directors of the Company in accordance with the provisions of the plans.

Under the Company’s Deferred Compensation Plan for Directors, each Director must defer receipt of such compensation as the Board mandates. Currently, the Board does not mandate deferral of any compensation. However, each Director may elect to defer the receipt of all or part of their compensation. All deferred payments are held in the form of Common Stock Equivalents. Payments out of the deferred accounts are made in the form of Common Stock of the Company (and cash as to any fractional Common Stock Equivalent). In the second quarter of 2004, the Directors, as a group, were credited with 10,527 Common Stock Equivalents under this plan. The values of the Common Stock Equivalents, when credited, ranged from $59.42 to $60.98.

The Directors’ Common Stock Plan is now only applicable to two retired Directors. For one retired Director, the Common Stock Equivalents are converted to cash at the fair market value of the common stock and paid in cash. For the other retired Director, the Common Stock Equivalents are converted into and paid in Common Stock of the Company (and cash as to any fractional Common Stock Equivalent). In the second quarter of 2004, those two retired Directors received dividend equivalents in the form of 21 Common Stock Equivalents under this plan. The value of each Common Stock Equivalents, when credited, was $60.98.

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Issuer Purchases of Equity Securities

The following table summarizes the Company’s stock repurchase activity for the three months ended June 30, 2004:


Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Number of Shares that May Yet Be Purchased Under the Programs ⁽¹⁾
April 2004	26,200	$	61.40	26,200	10,773,800
May 2004	—		—	—	10,773,800
June 2004	—		—	—	10,773,800

Total	26,200	$	61.40	26,200	10,773,800

⁽¹⁾	Under a 10 million share repurchase program initiated in November 1998, there are 0.8 million shares of common stock authorized for repurchase remaining. In October 2000, PPG authorized another program to repurchase an additional 10 million shares of common stock.

In April 2004, the Company announced plans to purchase up to $100 million of PPG common stock by year end under these previously authorized share repurchase programs.

In addition, stock options granted prior to January 1, 2003, include a reload provision that allows for an exercise of stock options in which the option holder certifies ownership of PPG common stock with a market value sufficient to cover the strike price of the stock options being exercised. During the second quarter of 2004, the Company was deemed to have repurchased 255,771 shares of common stock at an average price of $61.04 and subsequently issued 277,880 shares of common stock, which resulted in a net issuance of 22,109 shares of common stock in connection with the exercise of reload stock options.

Item 4. Submission of Matters to a Vote of Security Holders

The information set forth under “Item 4. Submission of Matters to a Vote of Security Holders” of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2004, is incorporated herein by reference in its entirety.

Item 5. Other Information

The Company’s chief executive officer and chief financial officer have provided the certifications with respect to this Form 10-Q that are required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications have been filed as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively.

Item 6. Exhibits and Reports on Form 8-K

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

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.

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3.1

Statement with Respect to Shares, amending the Restated Articles of Incorporation effective April 21, 1998 was filed as Exhibit 3.1 to the Registrant’s Form 10-K for the year ended December 31, 1998.

3.2

The Bylaws, as amended on December 11, 2003, were filed as Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2003.

The Shareholders’ Rights Plan was filed as Exhibit 4 on the Registrant’s Form 8-K, dated February 19, 1998.

4.1

Indenture, dated as of August 1, 1982, was filed as Exhibit 4.1 to PPG’s Registration Statement on Form S-3 (No. 333-44397) dated January 16, 1998 (the “1998 Form S-3”).

4.2

First Supplemental Indenture, dated as of April 1, 1986, was filed as Exhibit 4.2 to the 1998 Form S-3.

4.3

Second Supplemental Indenture, dated as of October 1, 1989, was filed as Exhibit 4.3 to the 1998 Form S-3.

4.4

Third Supplemental Indenture, dated as of November 1, 1995, was filed as Exhibit 4.4 to the 1998 Form S-3.

*10

The Supplemental Executive Retirement Plan II, as amended, and the Change in Control Employment Agreement were filed as Exhibits 10.2 and 10.5, respectively, to the Registrant’s Form 10-Q for the quarter ended September 30, 1995. PPG Industries, Inc. Deferred Compensation Plan for Directors was filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1997. PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees, as amended, was filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2000. PPG Industries, Inc. Nonqualified Retirement Plan dated as of January 1, 1989, as amended February 21, 2002, was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2001. PPG Industries, Inc. Stock Plan, dated as of April 17, 1997, as amended April 18, 2002, was filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 2001. PPG Industries, Inc. Management Award and Deferred Income Plan was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2002. PPG Industries, Inc. Directors’ Common Stock Plan, as amended February 20, 2002, was filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2003. PPG Industries, Inc. Challenge 2000 Stock Plan was filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2003. PPG Industries, Inc. Executive Officers Annual Incentive Compensation Plan, as amended effective February 18, 2004, was filed as Exhibit 10.1 to the Registrant’s Form 10-K for the year ended December 31, 2003.

†*10.1

PPG Industries, Inc. Deferred Compensation Plan, as amended effective July 14, 2004.

†*10.2

PPG Industries, Inc. Long Term Incentive Plan.

†*10.3

PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan.

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†12

Computation of Ratio of Earnings to Fixed Charges for the Six Months Ended June 30, 2004 and for the Five Years Ended December 31, 2003.

†31.1

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

†31.2

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

†32.1

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

†32.2

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

†	Filed herewith.

*	Items referred to in Exhibits 10, 10.1, 10.2, and 10.3 and incorporated by reference or filed herewith are either management contracts, compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.

b.	Reports on Form 8-K

On April 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the Company’s first quarter 2004 financial results.

On April 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, an increase in the quarterly dividend payable on the Company’s common stock, the Company’s plans to purchase up to $100 million of the Company’s common stock by year end and the Board of Director’s approval of U.S. cash contributions of up to $200 million to the Company’s pension plans by year end.

On July 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the Company’s second quarter 2004 financial results.

On July 15, 2004, the Company filed a Form 8-K relating to a press release announcing, among other things, the quarterly dividend payable on the Company’s common stock.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PPG INDUSTRIES, INC.
	(Registrant)

Date: July 26, 2004	By	/s/ W. H. Hernandez
		W. H. Hernandez Senior Vice President, Finance
		(Principal Financial and Accounting Officer and Duly Authorized Officer)

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PPG INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS


Exhibit Number		Description
10.1		PPG Industries, Inc. Deferred Compensation Plan, as amended effective July 14, 2004.

10.2		PPG Industries, Inc. Long Term Incentive Plan.

10.3		PPG Industries, Inc. Executive Officers’ Long Term Incentive Plan.

12		Computation of Ratio of Earnings to Fixed Charges for the Six Months Ended June 30, 2004 and for the Five Years Ended December 31, 2003.

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

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

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

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

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