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EX-32.2 - EXHIBIT 32.2 - PPG INDUSTRIES INCppgq3201610qex322.htm
EX-32.1 - EXHIBIT 32.1 - PPG INDUSTRIES INCppgq3201610qex321.htm
EX-31.2 - EXHIBIT 31.2 - PPG INDUSTRIES INCppgq3201610qex312.htm
EX-31.1 - EXHIBIT 31.1 - PPG INDUSTRIES INCppgq3201610qex311.htm
EX-12 - EXHIBIT 12 - PPG INDUSTRIES INCppgq3201610qex12.htm


 
UNITED STATES
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 September 30, 2016
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
ý
Accelerated filer
o
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of September 30, 2016, 263,995,244 shares of the Registrant’s common stock, par value $1.66-2/3 per share, were outstanding.

 


PPG INDUSTRIES, INC. AND SUBSIDIARIES
INDEX

1


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Income (Unaudited)
($ in millions, except per share amounts)
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
 
2016
 
2015
 
2016
 
2015
Net sales
$
3,789

 
$
3,725

 
$
11,254

 
$
11,214

Cost of sales, exclusive of depreciation and amortization
2,081

 
2,049

 
6,095

 
6,209

Selling, general and administrative
899

 
875

 
2,746

 
2,715

Depreciation
88

 
87

 
258

 
253

Amortization
31

 
33

 
91

 
99

Research and development, net
117

 
117

 
350

 
354

Interest expense
34

 
31

 
96

 
94

Interest income
(6
)
 
(10
)
 
(20
)
 
(31
)
Pension settlement charges
968

 

 
968

 

Business restructuring

 

 

 
140

Asbestos settlement, net

 
3

 
5

 
9

Other charges
13

 
21

 
66

 
71

Other income
(23
)
 
(35
)
 
(88
)
 
(92
)
(Loss) income from continuing operations before income taxes
(413
)
 
554

 
687

 
1,393

Income tax (benefit) expense
(217
)
 
133

 
182

 
333

(Loss) income from continuing operations
(196
)
 
421

 
505

 
1,060

Income from discontinued operations, net of tax
17

 
18

 
46

 
49

Net (loss) income attributable to the controlling and noncontrolling interests
(179
)
 
439

 
551

 
1,109

Less: Net income attributable to noncontrolling interests
(5
)
 
(6
)
 
(18
)
 
(17
)
Net (loss) income (attributable to PPG)
$
(184
)
 
$
433

 
$
533

 
$
1,092

Amounts attributable to PPG:
 
 
 
 
 
 
 
(Loss) income from continuing operations, net of tax
$
(201
)
 
$
415

 
$
487

 
$
1,043

Income from discontinued operations, net of tax
17

 
18

 
46

 
49

Net (loss) income (attributable to PPG)
$
(184
)
 
$
433

 
$
533

 
$
1,092

 
 
 
 
 
 
 
 
(Loss) Earnings per common share:
 
 
 
 
 
 
 
(Loss) income from continuing operations, net of tax
$
(0.75
)
 
$
1.53

 
$
1.83

 
$
3.83

Income from discontinued operations, net of tax
0.06

 
0.07

 
0.17

 
0.18

Net (loss) income (attributable to PPG)
$
(0.69
)
 
$
1.60

 
$
2.00

 
$
4.01

(Loss) Earnings per common share – assuming dilution:
 
 
 
 
 
 
 
(Loss) income from continuing operations, net of tax
$
(0.75
)
 
$
1.52

 
$
1.81

 
$
3.80

Income from discontinued operations, net of tax
0.06

 
0.07

 
0.17

 
0.18

Net (loss) income (attributable to PPG)
$
(0.69
)
 
$
1.59

 
$
1.98

 
$
3.98

 
 
 
 
 
 
 
 
Dividends per common share
$
0.40

 
$
0.36

 
$
1.16

 
$
1.05

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

2


PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Comprehensive Income (Unaudited)
($ in millions)
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
 
2016
 
2015
 
2016
 
2015
Net (loss) income attributable to the controlling and noncontrolling interests
$
(179
)
 
$
439

 
$
551

 
$
1,109

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Defined benefit pension and other postretirement benefits, net
348

 
35

 
391

 
109

Unrealized foreign currency translation adjustments
(147
)
 
(300
)
 
(231
)
 
(599
)
Derivative financial instruments, net
8

 
2

 

 
6

Other comprehensive income (loss), net of tax
209

 
(263
)
 
160

 
(484
)
Total comprehensive income
$
30

 
$
176

 
$
711

 
$
625

Less: amounts attributable to noncontrolling interests:
 
 
 
 
 
 
 
Net income
(5
)
 
(6
)
 
(18
)
 
(17
)
Unrealized foreign currency translation adjustments
(1
)
 
3

 
1

 
8

Comprehensive income attributable to PPG
$
24

 
$
173

 
$
694

 
$
616

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

3


PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet (Unaudited)
($ in millions)
 
September 30, 2016
 
December 31, 2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
929

 
$
1,311

Short-term investments
46

 
144

Receivables (less allowance for doubtful accounts of $46 in each period)
2,962

 
2,709

Inventories
1,676

 
1,659

Assets held for sale
443

 
285

Other
361

 
604

Total current assets
6,417

 
6,712

Property, plant and equipment (net of accumulated depreciation of $3,921 and $3,927)
2,863

 
2,822

Goodwill
3,701

 
3,669

Identifiable intangible assets, net
2,073

 
2,178

Deferred income taxes
516

 
711

Investments
328

 
367

Other assets
592

 
617

Total
$
16,490

 
$
17,076

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
3,567

 
$
3,419

Asbestos settlement

 
796

Restructuring reserves
42

 
87

Short-term debt and current portion of long-term debt
652

 
281

Liabilities held for sale
199

 
112

Total current liabilities
4,460

 
4,695

Long-term debt
3,752

 
4,026

Accrued pensions
1,001

 
695

Other postretirement benefits
811

 
1,015

Asbestos settlement

 
252

Deferred income taxes
521

 
460

Other liabilities
824

 
864

Total liabilities
11,369

 
12,007

Commitments and contingent liabilities (Note 15)
 
 

Shareholders’ equity:
 
 
 
Common stock
969

 
969

Additional paid-in capital
683

 
635

Retained earnings
15,744

 
15,521

Treasury stock, at cost
(9,824
)
 
(9,440
)
Accumulated other comprehensive loss
(2,541
)
 
(2,702
)
Total PPG shareholders’ equity
5,031

 
4,983

Noncontrolling interests
90

 
86

Total shareholders’ equity
5,121

 
5,069

Total
$
16,490

 
$
17,076

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

4


PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows (Unaudited)
($ in millions)
 
Nine Months Ended
September 30
 
2016
 
2015
Operating activities:
 
 
 
Net income attributable to controlling and noncontrolling interests
$
551

 
$
1,109

Less: Income from discontinued operations
(46
)
 
(49
)
Income from continuing operations
505

 
1,060

Adjustments to reconcile net income to cash from operations:
 
 
 
Depreciation and amortization
349

 
352

Pension expense
60

 
74

Pension Settlement
968

 

Stock-based compensation expense
38

 
42

Business restructuring

 
140

Gain on sale of equity affiliate
(20
)
 

Equity affiliate earnings, net of distributions received
(8
)
 
(20
)
Deferred income tax benefit
(56
)
 
(42
)
Cash contributions to pension plans
(78
)
 
(270
)
Cash paid for restructuring actions
(40
)
 
(31
)
Cash paid for asbestos settlement funding
(813
)
 

Change in certain asset and liability accounts:
 
 
 
Receivables
(250
)
 
(413
)
Inventories
(31
)
 
(89
)
Other current assets
(11
)
 
(97
)
Accounts payable and accrued liabilities
135

 
184

Taxes and interest payable
(127
)
 
127

Noncurrent assets and liabilities, net
46

 
(67
)
Other

 
(17
)
Cash from operating activities - continuing operations
667

 
933

Cash from operating activities - discontinued operations
84

 
53

Cash from operating activities
751

 
986

Investing activities:
 
 
 
Capital expenditures
(258
)
 
(262
)
Business acquisitions, net of cash balances acquired
(321
)
 
(248
)
Proceeds from the disposition of PPG's interest in the Transitions Optical joint venture and sunlens business

 
47

Proceeds from sale of equity affiliate
41

 

Purchase of short-term investments

 
(97
)
Proceeds from maturity of short-term investments
92

 
171

Payments for the settlement of cross currency swap contracts
(36
)
 
(34
)
Proceeds from cross currency swap and foreign currency contracts
37

 
37

Other
14

 
39

Cash used for investing activities - continuing operations
(431
)
 
(347
)
Cash used for investing activities - discontinued operations
(14
)
 
(4
)
Cash used for investing activities
(445
)
 
(351
)
Financing activities:
 
 
 
Net change in borrowing with maturities of three months or less
(22
)
 
(18
)
Net proceeds (payments) on commercial paper and short-term debt
297

 
(392
)
Proceeds from the issuance of debt
1

 
1,242

Repayment of long-term debt
(254
)
 
(339
)
Purchase of treasury stock
(400
)
 
(501
)
Issuance of treasury stock
29

 
51

Dividends paid
(309
)
 
(287
)
Other
(9
)
 
(24
)
Cash used for financing activities - continuing operations
(667
)
 
(268
)
Cash used for financing activities - discontinued operations

 

Cash used for financing activities
(667
)
 
(268
)
Effect of currency exchange rate changes on cash and cash equivalents
(21
)
 
(38
)
Net (decrease) increase in cash and cash equivalents
(382
)
 
329

Cash and cash equivalents, beginning of period
1,311

 
686

Cash and cash equivalents, end of period
$
929

 
$
1,015

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Interest paid, net of amount capitalized
$
80

 
$
78

Taxes paid, net of refunds
$
276

 
$
291

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

5


PPG INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
1.
Basis of Presentation
The condensed consolidated financial statements included herein are unaudited and have been prepared following the requirements of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim reporting. Under these rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. 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 its subsidiaries (the "Company" or "PPG") as of September 30, 2016, and the results of their operations for the three and nine months ended September 30, 2016 and 2015 and their cash flows for the nine months then ended. All intercompany balances and transactions have been eliminated. Material subsequent events are evaluated through the report issuance date and disclosed where applicable. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in PPG’s Annual Report on Form 10-K for the year ended December 31, 2015.
Revenues, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results of operations for the three and nine months ended September 30, 2016 and the trends in these unaudited condensed consolidated financial statements may not necessarily be indicative of the results to be expected for the full year.
On October 1, 2016, PPG completed the sale of its flat glass manufacturing and glass coatings operations to Vitro S.A.B. de C.V. The accompanying condensed consolidated statements of income and cash flows for the three and nine months ended September 30, 2015 and the amounts in these notes to the condensed consolidated financial statements have been recast to reflect the presentation of the results of operations and cash flows of the former flat glass business as discontinued operations. In addition, the assets and liabilities of the flat glass business are presented as "Assets held for sale" and "Liabilities held for sale" on the condensed consolidated balance sheet for all periods presented. Refer to Note 3, "Acquisitions and Dispositions", for additional information regarding this transaction.
2.
New Accounting Standards
In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments." This ASU addresses eight specific cash flow issues with the objective of eliminating the existing diversity in practice. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and for interim periods therein. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operation and cash flows.
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses." This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and for interim periods therein. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operation and cash flows.
In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing." This ASU addresses certain implementation issues that have surfaced since the issuance of ASU No. 2014-09 in May 2014. The ASU provides guidance in identifying performance obligations and determining the appropriate accounting for licensing arrangements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and for interim periods therein. PPG is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows.
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies certain aspects of the accounting for share-based payment transactions, including income tax requirements, forfeitures, and presentation on the balance sheet and the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2016 and for the interim periods therein. PPG is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows.
In March 2016, the FASB issued ASU No. 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU clarifies the revenue recognition implementation guidance for preparers on certain aspects of principal versus agent consideration. The amendments in this ASU are effective for annual periods beginning after

6


December 15, 2017 and for interim periods therein. PPG does not believe this ASU will have a material impact on its consolidated financial position, results of operation and cash flows.
In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires all lessees to recognize on the balance sheet right to use assets and lease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. PPG is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606.” This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and for interim periods therein. PPG is in the process of assessing the impact the adoption of this ASU will have on its consolidated financial position, results of operations and cash flows.
3.
Acquisitions and Dispositions
Acquisitions
On July 1, 2016, PPG completed the acquisition of MetoKote Corporation ("MetoKote"). MetoKote is a U.S.-based coatings services business with 2015 global sales of approximately $200 million. MetoKote applies coatings to customers' manufactured parts and assembled products. It operates on-site coatings services within several customer manufacturing locations, as well as at regional service centers, located throughout the U.S., Canada, Mexico, the United Kingdom, Germany, Hungary and the Czech Republic. Customers ship parts to MetoKote service centers where they are treated to enhance paint adhesion and painted with electrocoat, powder or liquid coatings technologies. Coated parts are then shipped to the customer’s next stage of assembly. MetoKote coats an average of more than 1.5 million parts per day.
PPG is in the process of obtaining third-party valuations of assets acquired and liabilities assumed in the MetoKote acquisition. As such, the allocation of the purchase price is subject to change. The following table summarizes the estimated fair value of assets acquired and liabilities assumed as reflected in the purchase price allocation for MetoKote.
($ in millions)
September 30, 2016
Receivables
$
30

Inventory
4

Property, plant, and equipment
96

Identifiable intangible assets
83

Goodwill
129

Total Assets
$
342

Accounts payable and accrued liabilities
10

Other current liabilities
10

Other long-term liabilities
16

Total Liabilities
$
36

Total purchase price, net of cash acquired
$
306

The pro-forma impact on PPG's sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant. While calculating this impact, no cost savings or operating synergies that may result from the acquisition were included.
In conjunction with the 2013 separation of its commodity chemicals business, PPG conveyed to Axiall Corporation ("Axiall") its 60% ownership interest in Taiwan Chlorine Industries (“TCI”), a joint venture with China Petrochemical Development Corporation (“CPDC”) located in Taiwan. Under PPG’s agreement with CPDC, if certain post-closing conditions were not met following the 3 year anniversary of the separation, CPDC had the option to sell its 40% ownership interest in TCI to Axiall for $100 million. In turn, Axiall had a right to designate PPG as its designee to purchase the 40% ownership interest of CPDC. On April 22, 2016, Axiall announced that CPDC had decided to sell its ownership interest in TCI to Axiall. On June 19, 2016, Axiall formally designated PPG to purchase the 40% ownership interest in TCI. On August 31, 2016, Westlake Chemical Corporation acquired Axiall, which became a wholly-owned subsidiary of Westlake. PPG is currently negotiating the terms of its purchase of CPDC’s 40% ownership interest.

7


Dispositions
Flat Glass Business
On October 1, 2016, PPG completed the sale of its flat glass manufacturing and glass coatings operations to Vitro S.A.B. de C.V. PPG received approximately $740 million in cash proceeds and expects to record a gain on the sale during the fourth quarter 2016. PPG reported the assets and liabilities of the flat glass business as "Assets held for sale" and "Liabilities held for sale" in the accompanying condensed consolidated balance sheets and the results of operations of the flat glass business as discontinued operations on the condensed consolidated statements of income and cash flows for all periods presented.
Under the terms of the agreement, PPG divested its entire flat glass manufacturing and glass coatings operations, including production sites located in Fresno, California; Salem, Oregon; Carlisle, Pennsylvania; and Wichita Falls, Texas; four distribution/fabrication facilities located across Canada; and a research-and-development center located in Harmar, Pennsylvania, near Pittsburgh. PPG’s flat glass business included approximately 1,200 employees. The business manufactures glass that is fabricated into products used primarily in commercial and residential construction.
The net sales and income from discontinued operations related to the flat glass business for the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
Net sales
$
156

 
$
147

 
$
427

 
$
421

 
 
 
 
 
 
 
 
Income from operations
26

 
27

 
70

 
70

Income tax expense
9

 
9

 
24

 
23

Income from discontinued operations, net of tax
$
17

 
$
18

 
$
46

 
$
47

The major classes of assets and liabilities of the flat glass business included in the PPG condensed consolidated balance sheet at September 30, 2016 and December 31, 2015 were as follows:
($ in millions)
September 30, 2016
 
December 31, 2015
Receivables
$
83

 
$
79

Inventory
66

 
47

Property, plant, and equipment
190

 
196

Deferred income taxes (a)
(37
)
 
(37
)
Assets held for sale
$
302

 
$
285

Short-term debt and current portion of long-term debt
1

 
1

Accounts payable and accrued liabilities
67

 
72

Long-term debt
15

 
16

Accrued pensions
21

 
16

Other postretirement benefits
4

 
6

Other long-term liabilities
3

 
1

Liabilities held for sale
$
111

 
$
112

 
 
 
 
(a) The net deferred income tax liability is included in assets held for sale due to the Company's tax jurisdictional netting.
European Fiber Glass Business
On October 1, 2016, PPG completed the sale of its European fiber glass operations to glass manufacturer Nippon Electric Glass Co. Ltd. ("NEG") and received cash proceeds of approximately $120 million. Manufacturing facilities in Hoogezand, Netherlands, and Wigan, England, and a research-and-development facility in Hoogezand were included in the transaction. The European fiber glass operations manufacture reinforcement materials for thermoset and thermoplastic composite applications. They serve the transportation, energy, infrastructure and consumer markets. This transaction meets the criteria to be classified as assets held for sale and accordingly all assets and liabilities of the European fiber glass business have been reclassified to "Assets held for sale" and "Liabilities held for sale" as of September 30, 2016 in the accompanying condensed consolidated balance sheet. The results of the European fiber

8


glass business have not been reclassified as discontinued operations, as the divestiture of the European fiber glass business did not have a major impact on PPG's ongoing results of operations.
The major classes of assets and liabilities of the European fiber glass operation included in the PPG condensed, consolidated balance sheet at September 30, 2016 were as follows:
($ in millions)
September 30, 2016
Receivables
$
24

Inventory
18

Property, plant, and equipment
55

Goodwill
44

Assets held for sale
$
141

Accounts payable and accrued liabilities
34

Accrued pensions
67

Deferred income taxes (a)
(13
)
Other long-term liabilities

Liabilities held for sale
$
88

 
 
(a) The net deferred income tax asset is included in liabilities held for sale due to the Company's tax jurisdictional netting.
PFG Fiber Glass Joint Ventures
On September 22, 2016, PPG reached an agreement to divest its 50 percent ownership interests in its two PFG fiber glass joint ventures (PFG) to Nan Ya Plastics Corporation (Nan Ya), which currently controls the other 50 percent ownership interest in the joint ventures. Nan Ya is affiliated with Taiwan-based Formosa Plastics Group. The transaction is expected to close by the end of 2016 and PPG expects to receive cash proceeds of approximately $170 million.
PFG was formed as an equally-held joint venture between PPG and Nan Ya in 1987, with a single production facility in Chia Yi, Taiwan. To meet growing demand, a second joint venture was formed to add a production facility in Kunshan, China in 2001.
PFG supplies electronic yarn fibers used in integrated electronic circuit boards and fiber glass reinforcement products for automotive applications.
Pittsburgh Glass Works LLC
In April 2016, PPG sold its minority ownership interest in Pittsburgh Glass Works LLC ("PGW") to LKQ Corporation concurrent with the majority partner’s sale of its ownership interest. At March 31, 2016, the carrying value of PPG's investment in PGW was $21 million. In conjunction with the sale, PPG received $41 million in cash proceeds and recorded a pre-tax gain of $20 million in the second quarter 2016. PPG accounted for its interest in PGW under the equity method of accounting. PPG’s share of net earnings from PGW are reported in Other income in the Condensed, Consolidated Statement of Income for all periods presented and have not been reclassified as discontinued operations, as the divestiture of PGW does not represent a strategic shift in PPG’s operations and PGW did not have a major impact on PPG's ongoing results of operations.
4.
Inventories
($ in millions)
September 30, 2016
 
December 31, 2015
Finished products
$
1,063

 
$
1,055

Work in process
178

 
161

Raw materials
398

 
402

Supplies
37

 
41

Total Inventories
$
1,676

 
$
1,659

Most U.S. inventories are valued using the last-in, first-out method. These inventories represented approximately 38% and 41% of total inventories at September 30, 2016 and December 31, 2015, respectively. If the first-in, first-out method of inventory valuation had been used, inventories would have been $135 million and $144 million higher as of September 30, 2016 and December 31, 2015, respectively.

9


5.
Goodwill and Other Identifiable Intangible Assets
The change in the carrying amount of goodwill attributable to each reportable segment for the nine months ended September 30, 2016 was as follows:
($ in millions)
Performance
Coatings
 
Industrial
Coatings
 
Glass
 
Total
Balance, December 31, 2015
$
3,073

 
$
552

 
$
44

 
$
3,669

Acquisitions
2

 
130

 

 
132

Reclassifications to Assets held for sale

 

 
(44
)
 
(44
)
Currency
(67
)
 
11

 

 
(56
)
Balance, September 30, 2016
$
3,008

 
$
693

 
$

 
$
3,701

The carrying amount of acquired trademarks with indefinite lives totaled $1.2 billion and $1.3 billion as of September 30, 2016 and December 31, 2015, respectively.
The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and are detailed below:
 
September 30, 2016
 
December 31, 2015
($ in millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Acquired technology
$
577

 
$
(444
)
 
$
133

 
$
572

 
$
(421
)
 
$
151

Customer-related intangibles
1,334

 
(641
)
 
693

 
1,267

 
(574
)
 
693

Trade names
144

 
(72
)
 
72

 
132

 
(61
)
 
71

Other
41

 
(29
)
 
12

 
39

 
(26
)
 
13

Balance
$
2,096

 
$
(1,186
)
 
$
910

 
$
2,010

 
$
(1,082
)
 
$
928

Aggregate amortization expense related to these identifiable intangible assets for the three and nine months ended September 30, 2016 was $31 million and $91 million, respectively, and for the three and nine months ended September 30, 2015 was $33 million and $99 million, respectively.
As of September 30, 2016, estimated future amortization expense of identifiable intangible assets is as follows:
($ in millions)
Future Amortization Expense
Remaining three months of 2016
$
31

2017
135

2018
130

2019
120

2020
105

2021
105

Thereafter
284

6.
Business Restructuring
The Company records restructuring liabilities that represent charges incurred in connection with consolidations of certain operations, including operations from acquisitions, as well as headcount reduction programs. These charges consist primarily of severance costs and asset write-downs.
In April 2015, the Company approved a business restructuring plan which includes actions necessary to achieve cost synergies related to recent acquisitions. In addition, the program aims to further align employee levels and production capacity in certain businesses and regions with current product demand, as well as reductions in various global administrative functions. A pre-tax restructuring charge of $140 million was recorded in PPG's second quarter 2015 financial results, of which about 85% represents employee severance and other cash costs. The restructuring actions are expected to be substantially completed by the end of 2016.

10


The 2015 restructuring charge and the reserve activity for 2015 and for the nine months ended September 30, 2016 were as follows:
($ in millions, except for employees impacted)
Severance
and Other
Costs
 
Asset
Write-offs
 
Total
Reserve
 
Employees
Impacted
Performance Coatings
$
71

 
$
6

 
$
77

 
1,259

Industrial Coatings
42

 
13

 
55

 
534

Glass
4

 

 
4

 
33

Corporate
4

 

 
4

 
27

Total second quarter 2015 restructuring charge
$
121

 
$
19

 
$
140

 
1,853

2015 Activity
(32
)
 
(19
)
 
(51
)
 
(1,047
)
Foreign currency impact
(2
)
 

 
(2
)
 

Balance as of December 31, 2015
$
87

 
$

 
$
87

 
806

2016 Activity, net
(45
)
 

 
(45
)
 
(447
)
Foreign currency impact

 

 

 

Balance as of September 30, 2016
$
42

 
$

 
$
42

 
359

7.
Borrowings
In May 2016, PPG entered into two $250 million Term Loan Credit Agreements. One term loan agreement is with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “BTM Term Loan”) under which the Company has borrowed $250 million. The second term loan credit agreement is with BNP Paribas (the “BNP Term Loan”) under which the Company has borrowed $250 million. The BTM Term Loan terminates and all amounts outstanding are payable on March 30, 2017. The BNP Term Loan terminates and all amounts outstanding are payable on May 26, 2017.
In January 2016, PPG’s $250 million 1.9% notes matured, and PPG repaid these notes with cash on hand.
In June 2015, PPG's €300 million Euro-denominated notes matured, and PPG repaid these notes with cash on hand ($336 million).
In March 2015, PPG completed a public offering of €600 million 0.875% Notes due 2022 and €600 million 1.400% Notes due 2027 (together, the “Notes”), or €1.2 billion ($1.26 billion) in aggregate principal amount.  The aggregate cash proceeds from the Notes, net of discounts and fees, was $1.24 billion.  The Notes are denominated in Euro and have been designated as hedges of net investments in the Company’s European operations.

11


8.
Earnings Per Share
The effect of dilutive securities on the weighted average common shares outstanding included in the calculation of earnings per diluted common share for the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
(number of shares in millions)
2016
 
2015
 
2016
 
2015
Weighted average common shares outstanding
266.3

 
271.1

 
267.0

 
272.2

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options

 
0.9

 
0.8

 
1.0

Other stock compensation awards

 
1.1

 
1.0

 
1.2

Potentially dilutive common shares

 
2.0

 
1.8

 
2.2

Adjusted weighted average common shares outstanding
266.3

 
273.1

 
268.8

 
274.4

The effect of antidilutive securities on the weighted average common shares outstanding excluded from the calculation of earnings per diluted common share for the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
(number of shares in millions)
2016
 
2015
 
2016
 
2015
Effect of anti-dilutive securities:
 
 
 
 
 
 
 
Stock options
0.6

 
0.6

 
0.6

 
0.6

Other stock compensation awards
1.8

 

 

 

Potentially anti-dilutive common shares
2.4

 
0.6

 
0.6

 
0.6

9.
Income Taxes
 
Nine Months Ended
September 30
 
2016
 
2015
Effective tax rate on pre-tax income from continuing operations
26.5
%
 
23.9
%
The effective tax rate for 2016 includes a deferred tax benefit of $352 million related to the $968 million of pre-tax pension settlement charges recorded during the third quarter. In June 2016, the Company recorded a $128 million net tax charge associated with the funding of the asbestos settlement trust ("Trust") described in Note 15, "Commitments and Contingent Liabilities." The Company provided taxes on certain of its foreign subsidiaries' earnings used to fund the Trust with cash from various jurisdictions. Also in conjunction with the funding of the Trust, PPG recorded certain one-time book tax benefits associated with the contribution of PPG's interest in Pittsburgh Corning's European subsidiary to the Trust and a change in measurement of certain deferred tax liabilities.
The effective tax rate for 2015 is lower than the U.S. federal statutory rate primarily due to earnings in foreign jurisdictions which are taxed at rates lower than the U.S. statutory rate, the U.S. tax benefit on foreign dividends paid and the impact of certain U.S. tax incentives. The 2016 rate includes similar benefits; however, they are more than offset by the asbestos settlement net tax charge.
The Company files federal, state and local income tax returns in numerous domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is no longer subject to examinations by tax authorities in any major tax jurisdiction for years before 2006. In addition, the Internal Revenue Service (“IRS”) has completed its examination of the Company’s U.S. federal income tax returns filed for years through 2011. The IRS is currently conducting its examination of the Company's U.S. federal income tax return for 2012 and 2013.

12


10.
Pensions and Other Postretirement Benefits
Net periodic pension and other post-retirement benefit costs are included in "Cost of sales, exclusive of depreciation and amortization," "Selling, general and administrative," "Pension settlement charges" and "Research and development" in the accompanying condensed consolidated statements of income.
The net periodic pension and other post-retirement benefit costs for the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Pensions
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
Service cost
$
11

 
$
14

 
$
38

 
$
42

Interest cost
21

 
48

 
108

 
150

Expected return on plan assets
(31
)
 
(76
)
 
(169
)
 
(209
)
Amortization of actuarial losses
24

 
34

 
85

 
84

Amortization of prior service credit
(1
)
 
(1
)
 
(2
)
 
(2
)
Pension settlement charges
968

 
7

 
968

 
7

Curtailments and special termination benefits

 
1

 

 
2

Net periodic benefit cost
$
992

 
$
27

 
$
1,028

 
$
74

 
Other Postretirement Benefits
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
Service cost
$
8

 
$
4

 
$
14

 
$
13

Interest cost
12

 
11

 
30

 
35

Amortization of actuarial losses
10

 
7

 
20

 
23

Amortization of prior service credit
(28
)
 
(2
)
 
(32
)
 
(7
)
Net periodic benefit cost
$
2

 
$
20

 
$
32

 
$
64

PPG expects its net periodic pension and other post-retirement benefit cost, excluding settlement losses, for 2016 will be approximately $120 million, with pension representing approximately $90 million and other post-retirement benefit cost representing approximately $30 million.
In 2016, PPG changed the method it uses to estimate the service and interest cost components of net periodic benefit cost for pension and other postretirement benefit costs for substantially all of its U.S. and foreign plans. Historically, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. PPG has elected to use a full yield curve approach (“Split-rate”) to estimate these components of benefit cost by applying specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. PPG made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of service and interest costs. This change does not affect the measurement of the Company’s total benefit obligations. PPG accounted for this change as a change in estimate and, accordingly, is recognizing its effect prospectively beginning in fiscal year 2016.

13


Contributions to Defined Benefit Pension Plans
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
U.S. defined benefit pension contributions
$
50

 
$

 
$
50

 
$
250

Non-U.S. defined benefit pension voluntary contributions
$

 
$

 
$

 
$
21

Non-U.S. defined benefit pension mandatory contributions
$
15

 
$

 
$
28

 
$
15

PPG expects to make additional contributions to its U.S. defined benefit pension plans of approximately $125 million in the fourth quarter 2016 and the first half of 2017, associated with the annuity transactions discussed below. PPG expects to make mandatory contributions to its non-U.S. pension plans in the range of $5 million to $15 million during the fourth quarter of 2016. As noted below, we expect to make voluntary contributions to our defined benefit pension plans in 2016 and beyond.
Approximately $16 million of the contributions to PPG's U.S. defined benefit pension plans were attributable to the flat glass business and were classified as cash outflows for discontinued operations on the condensed consolidated cash flow statement for the nine months ended September 30, 2015.
Retained Liabilities and Legacy Settlement Charges
PPG has retained certain liabilities for defined benefit pension and post-retirement benefits earned for service up to the date of sale of its former automotive glass and service business for employees who were active as of the divestiture date and for individuals who were retirees of the business as of the divestiture date. There have been multiple PPG facilities closures in Canada related to the former automotive glass and services business as well as other PPG businesses. These various plant closures have resulted in partial and full windups, and related settlement charges, of pension plans for various hourly and salary employees employed by these locations. The charges are recorded for the individual plans when a particular windup is approved by the Canadian pension authorities, the Company has made all contributions to the individual plan and has discharged the liability through either lump sum payments to participants or purchasing annuities.
During August and September 2016, PPG completed the wind-up of two legacy Canadian plans and recorded after-tax wind-up charges of $34 million (approximately $47 million pre-tax). Cash contributions made in conjunction with these windups were approximately $1 million. The Company recorded a settlement charge of $7 million in 2015 related to legacy plant closures. We expect limited additional settlement charges related to these legacy plant closures; although the Company retains the right to continue to review and potentially change other PPG defined benefit plans in the future.
Pension Annuity Contracts
In June 2016, the Company entered into (a) a Definitive Purchase Agreement by and among the Company, Massachusetts Mutual Life Insurance Company (“MassMutual”) and State Street Bank & Trust Company (“State Street”), as independent fiduciary to the Company’s United States defined benefit pension plans (the “Plans”), and (b) a Definitive Purchase Agreement by and among the Company, Metropolitan Life Insurance Company (“MetLife”) and State Street.
On August 3, 2016, pursuant to the two Definitive Purchase Agreements, the Plans purchased group annuity contracts that irrevocably transferred to the two insurance companies the future pension benefit obligations for approximately 13,200 of the Company’s retirees in the United States who started receiving their monthly retirement benefit payments on or before April 1, 2016. The value of the benefit obligation of each affected former salaried employee’s retirement benefit obligation is irrevocably guaranteed by, and split equally between, MassMutual and MetLife. Pursuant to these Definitive Purchase Agreements, MassMutual serves as the lead administrator. The value of each affected former hourly employee’s retirement benefit obligation is irrevocably guaranteed by MetLife, and MetLife will serve as the administrator. The amount of each affected retiree’s annuity payment is equal to the amount of such individual’s pension benefit. The purchase of group annuity contracts was funded directly by the assets of the Plans.
By irrevocably transferring the obligations to MassMutual and MetLife, the Company reduced its overall pension projected benefit obligation by approximately $1.6 billion and recognized a non-cash pension settlement charge of approximately $535 million after-tax (approximately $857 million pre-tax) in the third quarter of 2016.

14


The Company made contributions aggregating $50 million to the Plans during the third quarter 2016 and expects to make contributions aggregating approximately $125 million to the Plans in the fourth quarter 2016 and the first half of 2017. These contributions will be funded by cash on hand. 
U.S. Plan Merger & Remeasurement
During the third quarter 2016, as a result of the purchase of group annuity contracts, PPG merged two of its qualified defined benefit pension plans that contained retired plan participants into one surviving plan. Prior to the merger and the calculation of the settlement charge, as required, PPG remeasured its qualified pension plan obligations using prevailing discount rates as of July 31, 2016 which averaged 3.6% as compared to a 4.5% discount rate as of December 31, 2015. The remeasurement increased the Company's cumulative pension benefit obligation of its remaining plans by $306 million and increased the Company's full year 2016 qualified defined benefit pension expense by approximately $10 million.
Canadian Pension Annuity Contracts
On August 25, 2016, the Company purchased group annuity contracts that transferred pension benefit obligations for certain of the Company’s retirees and terminated vested participants in Canada who started receiving their monthly retirement benefit payments on or before April 1, 2016 to Sun Life Assurance Company of Canada (“Sun Life”) and The Canada Life Assurance Company (“Canada Life”). The amount of each affected retiree’s annuity payment is equal to the amount of such individual’s pension benefit. The purchase of group annuity contracts was funded directly by the assets of the Canadian plans. By transferring the obligations to Sun Life and Canada Life, the Company reduced its overall pension projected benefit obligation by approximately $200 million and recognized a non-cash pension settlement charge of $47 million after-tax ($64 million pre-tax) in the third quarter of 2016. The Company made contributions aggregating approximately $7 million to the Canadian plans in the third quarter 2016. These contributions were funded by cash on hand. 
U.S. Postretirement Medical
On August 4, 2016, the Company communicated plan design changes to certain Medicare-eligible retiree plan participants. Effective January 1, 2017, the Company-sponsored Medicare-eligible plans will be replaced by a Medicare private exchange. By offering retiree health coverage through a private Medicare exchange, PPG is able to provide Medicare-eligible participants with more choice of plans and plan designs, greater flexibility, and different price points for coverage.  After January 1, 2017, PPG’s contribution to coverage for Medicare-eligible retirees will be in the form of a tax-free account known as a Health Reimbursement Arrangement (HRA). The HRA can be used to pay for healthcare and prescription drug plan premiums and certain out-of-pocket medical costs; unused funds can be carried over to future years. PPG has the right to amend, modify, or terminate this benefit plan at any time.
The announcement of these plan design changes triggered a remeasurement of PPG’s retiree medical benefit obligation using prevailing interest rates. The remeasurement and announced plan design change resulted in a $190 million net reduction in the Company's postretirement benefit obligation. PPG will account for the plan design change prospectively, and the plan change will reduce net periodic postretirement benefit cost by $54 million annually for 5.6 years. The Company's 2016 net periodic postretirement benefit cost will be approximately $25 million lower during the second half of the year than previously estimated.

15


11.
Shareholders' Equity
Changes to shareholders’ equity for the nine months ended September 30, 2016 and 2015 were as follows:
($ in millions)
Total PPG
Shareholders’
Equity
 
Non-
controlling
Interests
 
Total
Balance, January 1, 2016
$
4,983

 
$
86

 
$
5,069

Net income
533

 
18

 
551

Other comprehensive income, net of tax
161

 
(1
)
 
160

Cash dividends
(309
)
 

 
(309
)
Issuance of treasury stock
51

 

 
51

Stock repurchase program
(400
)
 

 
(400
)
Stock-based compensation activity
12

 

 
12

Dividends paid on subsidiary common stock to noncontrolling interests

 
(4
)
 
(4
)
Other

 
(9
)
 
(9
)
Balance, September 30, 2016
$
5,031

 
$
90

 
$
5,121

($ in millions)
Total PPG
Shareholders’
Equity
 
Non-
controlling
Interests
 
Total
Balance, January 1, 2015
$
5,180

 
$
85

 
$
5,265

Net income
1,092

 
17

 
1,109

Other comprehensive income, net of tax
(476
)
 
(8
)
 
(484
)
Cash dividends
(287
)
 

 
(287
)
Issuance of treasury stock
69

 

 
69

Stock repurchase program
(501
)
 

 
(501
)
Stock-based compensation activity
34

 

 
34

Dividends paid on subsidiary common stock to noncontrolling interests

 
(3
)
 
(3
)
Other

 
(6
)
 
(6
)
Balance, September 30, 2015
$
5,111

 
$
85

 
$
5,196


16


12.
Accumulated Other Comprehensive Loss
($ in millions)
Unrealized Foreign
Currency
Translation Adjustments
 
Pension and Other Postretirement Benefit Adjustments, net of tax
 
Unrealized Gain (Loss) on Derivatives, net of tax
 
Accumulated
Other Comprehensive
(Loss) Income
Balance, January 1, 2016
 
 
$
(1,332
)
 
 
 
$
(1,379
)
 
 
 
$
9

 
 
 
$
(2,702
)
Current year deferrals to AOCI
(157
)
(a) 
 
 

 
 
 

 
 
 
(157
)
 
 
Current year deferrals to AOCI, tax effected
(73
)
(b) 
 
 
(267
)
(c) 
 
 
(6
)
(d) 
 
 
(346
)
 
 
Reclassifications from AOCI to net income

 
 
 
658

(c) 
 
 
6

(d) 
 
 
664

 
 
Net change
 
 
$
(230
)
 
 
 
$
391

 
 
 
$

 
 
 
$
161

Balance, September 30, 2016
 
 
$
(1,562
)
 
 
 
$
(988
)
 
 
 
$
9

 
 
 
$
(2,541
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2015
 
 
$
(628
)
 
 
 
$
(1,492
)
 
 
 
$
4

 
 
 
$
(2,116
)
Current year deferrals to AOCI
(679
)
(a) 
 
 

 
 
 

 
 
 
(679
)
 
 
Current year deferrals to AOCI, tax effected
88

(b) 
 
 
40

(c) 
 
 
(36
)
(d) 
 
 
92

 
 
Reclassifications from AOCI to net income

 
 
 
69

(c) 
 
 
42

(d) 
 
 
111

 
 
Net change
 
 
$
(591
)
 
 
 
$
109

 
 
 
$
6

 
 
 
$
(476
)
Balance, September 30, 2015
 
 
$
(1,219
)
 
 
 
$
(1,383
)
 
 
 
$
10

 
 
 
$
(2,592
)
(a) - Unrealized foreign currency translation adjustments related to the translation of foreign denominated balance sheet account balances are not presented net of tax given that no deferred U.S. income taxes have been provided on the undistributed earnings of non-U.S. subsidiaries because they are deemed to be reinvested for an indefinite period of time.
(b) - The tax (benefit) cost related to unrealized foreign currency translation adjustments on tax inter-branch transactions and net investment hedges for the nine months ended September 30, 2016 and 2015 was $(53) million and $23 million, respectively. The balance also includes a remeasurement of the tax cost on certain foreign proceeds which have not been permanently reinvested.
(c) - The tax (benefit) cost related to the adjustment for pension and other postretirement benefits for the nine months ended September 30, 2016 and 2015 was $(252) million and $50 million, respectively. Reclassifications from AOCI are included in the computation of net periodic pension and other post-retirement benefit costs (See Note 10, "Pensions and Other Postretirement Benefits").
(d) - The tax (benefit) cost related to the changes in the unrealized gain on derivatives for the nine months ended September 30, 2016 and 2015 was $(1) million and $2 million, respectively. Reclassifications from AOCI are included in the gain recognized on cash flow hedges (See Note 13, "Financial Instruments, Hedging Activities and Fair Value Measurements").
13.
Financial Instruments, Hedging Activities and Fair Value Measurements
Financial instruments include cash and cash equivalents, short-term investments, cash held in escrow, marketable equity securities, accounts receivable, company-owned life insurance, accounts payable, short-term and long-term debt instruments, and derivatives. The fair values of these financial instruments approximated their carrying values at September 30, 2016 and December 31, 2015, in the aggregate, except for long-term debt instruments.
Hedging Activities
The Company has exposure to market risk from changes in foreign currency exchange rates and interest rates. Prior to the settlement of the Asbestos Settlement Trust described in Note 15 "Commitments and Contingent Liabilities," the Company had exposure to changes in PPG's stock price. As a result, financial instruments, including derivatives, may be used to hedge these underlying economic exposures. Certain of these instruments qualify as cash flow, fair value and net investment hedges upon meeting the requisite criteria, including effectiveness of offsetting hedged or underlying exposures. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in income from continuing operations in the period incurred.
PPG’s policies do not permit speculative use of derivative financial instruments. PPG enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties in order to reduce its exposure to credit losses. The Company did not realize a credit loss on derivatives during the three and nine month periods ended September 30, 2016 and 2015.
All of PPG's outstanding derivative instruments are subject to accelerated settlement in the event of PPG’s failure to meet its debt or payment obligations under the terms of the instruments’ contractual provisions. In addition, should the Company be acquired and its payment obligations under the derivative instruments’ contractual arrangements not be

17


assumed by the acquirer, or should PPG enter into bankruptcy, receivership or reorganization proceedings, the instruments would also be subject to accelerated settlement.
There were no derivative instruments de-designated or discontinued as hedging instruments during the three and nine month periods ended September 30, 2016 and 2015.
Fair Value Hedges
PPG designates certain foreign currency forward contracts as hedges against the Company’s exposure to future changes in fair value of certain firm sales commitments denominated in foreign currencies. As of September 30, 2016 and 2015, the fair value of these contracts were insignificant.
Prior to June 2016, PPG entered into renewable equity forward arrangements to hedge the impact to PPG's income from continuing operations for changes in the fair value of 2,777,778 shares of PPG stock that were contributed to the asbestos settlement trust as discussed in Note 15, “Commitments and Contingent Liabilities.” These financial instruments were recorded at fair value as assets or liabilities and changes in the fair value of these financial instruments are reflected in the “Asbestos settlement – net” caption of the accompanying condensed consolidated statement of income. The total principal amount paid for these shares was approximately $60 million. During the terms of these equity forward arrangements, PPG paid to the counterparty interest based on the principal amount and the counterparty paid to PPG an amount equal to the dividends paid on these shares which reduced the transaction price by approximately $10 million, net. The difference between the principal amount and any amounts related to unpaid interest or dividends and the market price for these shares, adjusted for credit risk, represented the fair value of these financial instruments as well as the amount that PPG received when the counterparty chose to net settle these financial instruments. In conjunction with the funding of the Asbestos Settlement Trust, the equity forward arrangements were settled. At settlement, in June 2016, the fair value of the renewable equity forward arrangements was an asset of $258 million.
Interest rate swaps have been used from time to time to manage the Company's exposure to changing interest rates. When outstanding, the interest rate swaps were designated as fair value hedges of certain outstanding debt obligations of the Company and were recorded at fair value. There were no interest rate swaps outstanding as of September 30, 2016 and December 31, 2015. However, in prior years, PPG settled interest rate swaps and received or paid cash. The fair value adjustment of the debt at the time the interest rate swaps were settled is still being amortized as a reduction to interest expense over the remaining term of the related debt which matures in 2021.
Cash Flow Hedges
PPG designates certain foreign currency forward contracts as cash flow hedges of the Company’s exposure to variability in exchange rates on intercompany and third party transactions denominated in foreign currencies. As of September 30, 2016 and December 31, 2015, the fair value of all foreign currency forward contracts designated as cash flow hedges was a net asset of $10 million and $44 million, respectively.
Net Investment Hedges
PPG uses cross currency swaps, foreign currency forward contracts and Euro-denominated debt to hedge a portion of its net investment in its European operations. As of September 30, 2016, U.S. dollar to Euro cross currency swap contracts with a total notional amount of $560 million were outstanding and are scheduled to expire in March 2018. On settlement of the outstanding contracts, PPG will receive $560 million U.S. dollars and pay Euros to the counterparties. During the term of these contracts, PPG will receive semiannual payments in March and September of each year based on a U.S. dollar, long-term interest rate fixed as of the contract inception date, and PPG will make annual payments in March of each year to the counterparties based on a Euro, long-term interest rate fixed as of the contract inception date. As of September 30, 2016 and December 31, 2015, the fair value of these contracts was a net asset of $27 million and $41 million, respectively.
As of September 30, 2016 and December 31, 2015, PPG had designated €1.9 billion Euro-denominated borrowings as hedges of a portion of its net investment in the Company's European operations. The carrying value of these instruments as of September 30, 2016 and December 31, 2015 was $2.1 billion and $2.0 billion, respectively.
Gains/Losses Deferred in AOCI
As of September 30, 2016 and December 31, 2015, the Company had accumulated pre-tax unrealized translation gains in AOCI related to the Euro-denominated borrowings, foreign currency forward contracts and the cross currency swaps of $269 million and $349 million, respectively.

18


The following tables summarize the location within the financial statements and amount of gains (losses) related to derivative financial instruments for the nine months ended September 30, 2016 and 2015. All dollar amounts are shown on a pre-tax basis.
($ in millions)
September 30, 2016

Hedge Type
Gain (Loss)
Deferred in
OCI
 
Gain Recognized
Amount
 
Caption
Cash Flow
 
 
 
 
 
Foreign currency forward contracts (a)
$
7

 
$
8

 
Other charges
Total Cash Flow
$
7


$
8

 
 
Net Investment
 
 
 
 
 
Cross currency swaps
$
(13
)
 


 
 
Foreign denominated debt
(67
)
 
 
 
 
Total Net Investment
$
(80
)
 


 
 
(a) The ineffective portion related to this item was $7 million of expense.
($ in millions)
September 30, 2015

Hedge Type
Gain
Deferred in OCI
 
(Loss) Gain Recognized
Amount
 
Caption
Fair Value
 
 
 
 
 
Equity forward arrangements
Not applicable
 
(76
)
 
Asbestos settlement - net
Total Fair Value
 
 
$
(76
)
 
 
Cash Flow
 
 
 
 
 
Foreign currency forward contracts (a)
59

 
53

 
Other charges
Total Cash Flow
$
59

 
$
53

 
 
Net Investment
 
 
 
 
 
Cross currency swaps
$
64

 


 
 
Foreign currency forward contracts
19

 
 
 
 
Foreign denominated debt
28

 
 
 
 
Total Net Investment
$
111

 


 
 
Economic
 
 
 
 
 
Foreign currency forward contracts
 
 
$
19

 
Other charges
(a) The ineffective portion related to this item was $5 million of expense.
Fair Value Measurements
The Company follows a fair value measurement hierarchy to measure its assets and liabilities. As of September 30, 2016 and December 31, 2015, the assets and liabilities measured at fair value on a recurring basis were cash equivalents, equity securities and derivatives. In addition, the Company measures its pension plan assets at fair value (see Item 8. Financial Statements and Supplementary Data - Note 12, "Employee Benefit Plans" in the Company's 2015 Annual Report on Form 10-K for further details). The Company's financial assets and liabilities are measured using inputs from the following three levels:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. Level 1 inputs are considered to be the most reliable evidence of fair value as they are based on unadjusted quoted market prices from various financial information service providers and securities exchanges.
Level 2 inputs are directly or indirectly observable prices that are not quoted on active exchanges, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The fair values of the derivative instruments reflect the instruments' contractual terms, including the period to maturity, and uses observable market-based inputs, including forward curves.

19


Level 3 inputs are unobservable inputs employed for measuring the fair value of assets or liabilities. The Company does not have any recurring financial assets or liabilities that are recorded in its consolidated balance sheets as of September 30, 2016 and December 31, 2015 that are classified as Level 3 inputs.
Assets and liabilities reported at fair value on a recurring basis:
 
September 30, 2016
($ in millions)
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
Other current assets:
 
 
 
 
 
Marketable equity securities
$
4

 
$

 
$

Foreign currency forward contracts

 
15

 

Investments:
 
 
 
 
 
Marketable equity securities
79

 

 

Other Assets:
 
 
 
 
 
 Cross currency swaps

 
27

 

Liabilities:
 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
 
 
Foreign currency forward contracts

 
5

 

 
 
 
December 31, 2015
($ in millions)
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
Other current assets:
 
 
 
 
 
Marketable equity securities
$
4

 
$

 
$

Foreign currency forward contracts

 
47

 

Equity forward arrangement

 
223

 

Investments:
 
 
 
 
 
Marketable equity securities
77

 

 

Other assets:
 
 
 
 
 
Cross currency swaps

 
41

 

Liabilities:
 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
 
 
Foreign currency forward contracts

 
4

 

Long-Term Debt
($ in millions)
September 30, 2016 (a)
 
December 31, 2015 (b)
Long-term debt - carrying value
$
3,738

 
$
4,265

Long-term debt - fair value
$
4,057

 
$
4,367

(a) Excluding capital lease obligations of $17 million and short term borrowings of $649 million as of September 30, 2016.
(b) Excluding capital lease obligations of $13 million and short term borrowings of $29 million as of December 31, 2015.
The fair values of the debt instruments were based on discounted cash flows and interest rates then currently available to the Company for instruments of the same remaining maturities and were measured using level 2 inputs.
Assets and liabilities reported at fair value on a nonrecurring basis:
There were no significant adjustments to the fair value of nonmonetary assets or liabilities for the nine months ended September 30, 2016, or for the year ended December 31, 2015.

20


14.
Stock-Based Compensation
The Company’s stock-based compensation includes stock options, restricted stock units (“RSUs”) and grants of contingent shares that are earned based on achieving targeted levels of total shareholder return. All current grants of stock options, RSUs and contingent shares are made under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (the “PPG Amended Omnibus Plan”), which was amended and restated effective April 21, 2016. Shares available for future grants under the PPG Amended Omnibus Plan were 9.7 million as of September 30, 2016.
Stock-based compensation and the income tax benefit recognized during the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
Stock-based compensation
$
12

 
$
2

 
$
38

 
$
42

Income tax benefit recognized
$
3

 
$
1

 
$
13

 
$
14

Grants of stock-based compensation during the nine months ended September 30, 2016 and 2015 were as follows:
 
Nine Months Ended
September 30
 
2016
 
2015
Grant Details
Shares
 
Fair Value
 
Shares
 
Fair Value
Stock options
705,334

 
$
17.94

 
569,650

 
$
26.94

Restricted stock units
251,824

 
$
91.55

 
190,921

 
$
113.75

Contingent shares (a)
62,116

 
$
95.46

 
63,062

 
$
117.91

(a) The number of contingent shares represents the target value of the award.
Stock options are generally exercisable 36 months after being granted and have a maximum term of 10 years. Compensation expense for stock options is recorded over the vesting period based on the fair value on the date of grant. The fair value of the stock option grants issued in the nine months ended September 30, 2016 was calculated with the following weighted average assumptions:
Weighted average exercise price
$
95.29

Risk-free interest rate
1.6
%
Expected life of option in years
6.5

Expected dividend yield
2.1
%
Expected volatility
22.8
%
The risk-free interest rate is determined by using the U.S. Treasury yield curve at the date of the grant and using a maturity equal to the expected life of the option. The expected life of options is calculated using the average of the vesting term and the maximum term, as prescribed by accounting guidance on the use of the simplified method for determining the expected term of an employee share option. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options.
Time-based RSUs generally vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the vesting period. Performance-based RSUs vest based on achieving specific annual performance targets for earnings per share growth and cash flow return on capital over the three calendar year-end periods following the date of grant. Unless forfeited, the performance-based RSUs will be paid out in the form of stock, cash or a combination of both at the Company’s discretion at the end of the three-year performance period if PPG meets the performance targets.
Contingent share grants (referred to as “TSR awards”) are made annually and are paid out at the end of each three-year period following the date of grant based on PPG's performance. Performance is measured by determining the percentile rank of the total shareholder return of PPG common stock in relation to the total shareholder return of the S&P 500 as it existed at the beginning of the three-year performance period excluding any companies that have been removed from the index because they ceased to be publicly traded during the performance period. Any payments made at the end of the award period may be in the form of stock, cash or a combination of both. The TSR awards qualify as liability awards, and compensation expense is recognized over the three-year award period based on the

21


fair value of the awards (giving consideration to the Company’s percentile rank of total shareholder return) remeasured in each reporting period until settlement of the awards.
15.
Commitments and Contingent Liabilities
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 may relate to contract, patent, environmental, product liability, antitrust and other matters arising out of the conduct of PPG’s current and past business activities. 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 in the future. 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 results of any current or future litigation and claims are inherently unpredictable. However, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims, 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.
Foreign Tax Matter
In June 2014, PPG received a notice from a Foreign Tax Authority (“FTA”) inviting the Company to pay interest totaling approximately $70 million for failure to withhold taxes on a 2009 intercompany dividend. Prior to the payment of the dividend, PPG obtained a ruling from the FTA which indicated that the dividend was tax-exempt and eligible for a simplified no-withholding procedure provided that certain administrative criteria were met. The FTA is now asserting that PPG did not meet all of the administrative criteria for the simplified procedure, and consequently taxes should have been withheld by the dividend payer, which would have made the dividend recipient eligible for a refund.  The Company disagrees with the FTA's assertion. In March 2015, PPG received a formal assessment from the FTA. During September 2016, legislation was passed in the foreign taxing jurisdiction which would preclude the assessment of interest for failure to meet the administrative criteria. The new legislation is subject to a 100-day period during which the public may seek a referendum on the legislation. If retroactive relief does not occur, PPG plans to vigorously defend against the assessment.
Asbestos Matters
For over 40 years, PPG has been a defendant in lawsuits involving claims alleging personal injury from exposure to asbestos. 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 PPG's former 50% affiliate Pittsburgh Corning Corporation (“PC”). Additionally, PPG faces claims alleging personal injury arising out of exposure to asbestos or asbestos-containing products manufactured, sold and/or distributed by PPG or its subsidiaries and claims alleging personal injury caused by asbestos on premises owned, leased or occupied by PPG. PPG has denied responsibility for, and has defended, all claims for any injuries caused by PC products.
Background of the Pittsburgh Corning Corporation Asbestos Bankruptcy
On April 16, 2000, PC filed for Chapter 11 in the U.S. Bankruptcy Court for the Western District of Pennsylvania. The Bankruptcy Court subsequently entered a series of orders enjoining the prosecution of asbestos litigation against PPG until after the effective date of a confirmed PC plan of reorganization. During the pendency of this injunction, PPG and certain of its historical liability insurers worked to negotiate a settlement that would resolve the Company’s liability for PC-related asbestos claims through the creation of a trust pursuant to Section 524(g) of the Bankruptcy Code that would be funded in part by PPG and its participating insurers. That settlement was ultimately incorporated into a PC plan of reorganization that was confirmed by the Bankruptcy Court on May 24, 2013. On April 26, 2016, PC filed a notice advising the Bankruptcy Court that all conditions precedent set forth in the PC plan of reorganization had been waived or satisfied and that the effective date of the PC plan of reorganization would occur on April 27, 2016.
Asbestos Claims Subject to Bankruptcy Court’s Channeling Injunction
In accordance with the PC plan of reorganization, the Bankruptcy Court entered a channeling injunction under Section 524(g) of the Bankruptcy Code that, by its terms, prohibits present and future claimants from asserting claims against PPG that arise, in whole or in part, out of exposure to asbestos or asbestos-containing products manufactured, sold and/or distributed by PC or asbestos on or emanating from any PC premises. The injunction, by its terms, also prohibits codefendants in cases that are subject to the channeling injunction from asserting claims against PPG for contribution, indemnification or other recovery. The injunction also precludes the prosecution of claims against PPG arising from alleged exposure to asbestos or asbestos-containing products to the extent that a claimant is alleging or seeking to

22


impose liability, directly or indirectly, for the conduct of claims against or demands on PC by reason of PPG’s: (i) ownership of a financial interest in PC; (ii) involvement in the management of PC, or service as an officer, director or employee of PC or a related party; (iii) provision of insurance to PC or a related party; or (iv) involvement in a financial transaction affecting the financial condition of PC or a related party. The foregoing PC related claims are referred to as “PC Relationship Claims” and constitute, in PPG management’s opinion, the vast majority of the pending asbestos personal injury claims against PPG.
A trust has been established under Section 524(g) of the Bankruptcy Code (the “Trust”) which has been created for the benefit of current and future asbestos claimants whose claims are channeled to the Trust by the channeling injunction. The Trust is the sole recourse for holders of PC Relationship Claims. PPG and its affiliates have no further liability or responsibility for, and will be permanently protected from, such asbestos claims.
PPG’s Trust Funding Obligations
In accordance with the PC plan of reorganization, on April 26, 2016, PPG's equity interest in PC was canceled. On June 9, 2016 (the "Funding Effective Date"), PPG conveyed to the Trust the stock it owned in Pittsburgh Corning Europe and transferred to the Trust 2,777,778 shares of PPG’s common stock. PPG had the right, in its sole discretion, to prepay future pre-tax cash payments to the Trust at any time at a discount rate of 5.5% per annum as of the prepayment date. PPG exercised that right and made a cash payment to the Trust in the amount of $764 million on the Funding Effective Date, thereby satisfying all of PPG's present and future cash payment obligations to the Trust. PPG’s historical insurance carriers participating in the settlement memorialized in the PC plan of reorganization also are required to make cash payments to the Trust of approximately $1.7 billion between the Funding Effective Date and 2027.
PPG granted asbestos releases and indemnifications to all participating insurers, subject to amended coverage-in-place arrangements with certain insurers for remaining coverage of premises claims. PPG also granted certain participating insurers full policy releases on primary policies and full product liability releases on excess coverage policies. Further, PPG granted certain other participating excess insurers credit against their product liability coverage limits.
The following table outlines the impact on PPG's financial statements for the nine months ended September 30, 2016 including the change in fair value of the PPG stock contributed to the Trust and the equity forward instrument and the increase in the net present value of the payments made to the trust.
 
Consolidated Balance Sheet
 
 
 
 
 
Asbestos Settlement 
Liability
 
Equity Forward (Asset) Liability
 
Pre-tax
Charge (Income)
 
Cash Outflow
($ in millions)
Current
 
Long-term
 
 
 
Balances as of December 31, 2015
$
796

 
252

 
(223
)
 

 
 
2016 Activity
 
 
 
 
 
 
 
 
 
Change in fair value:
 
 
 
 
 
 
 
 
 
PPG stock
34

 

 

 
34

 

Equity forward instrument

 

 
(35
)
 
(35
)
 

Accretion of asbestos liability

 
6

 

 
6

 

Settlement of equity forward instrument with counterparty

 

 
(49
)
 

 
(49
)
Contribution of PCE shares and relinquishment of PC investment
(15
)
 

 

 

 

Contribution of 2,777,778 shares of PPG stock to the PC Trust
(308
)
 

 
308

 

 

Contribution of cash to the PC Trust
(506
)
 
(258
)
 

 

 
(764
)
Reclassifications
(1
)
 

 
(1
)
 

 

Balance as of and Activity for the nine months ended September 30, 2016
$

 
$

 
$

 
$
5

 
$
(813
)
Asbestos Claims Retained by PPG
The channeling injunction does not extend to any claim against PPG that arises out of exposure to any asbestos or asbestos-containing products manufactured, sold and/or distributed by PPG or its subsidiaries or for which they are otherwise alleged to be liable that is not a PC Relationship Claim. While management believes that the vast majority of the approximately 114,000 claims pending against PPG in 2000 that alleged personal injury from exposure to asbestos were PC Relationship Claims, the potential liability for any non-PC Relationship Claims has been retained by PPG. Because a determination of whether an asbestos claim is a non-PC Relationship Claim will typically not be

23


known until shortly before trial, and because the filing and prosecution of asbestos claims (other than certain premises claims) against PPG was enjoined from April 2000 through August 2016, the actual number of non-PC Relationship Claims that are pending and the number of additional claims that may be filed against PPG in the future cannot be determined at this time.
In addition, the channeling injunction does not extend to claims against PPG alleging personal injury caused by asbestos on premises owned, leased or occupied by PPG (so called “premises claims”), which generally had also been subject to the stay imposed by the Bankruptcy Court. Beginning in late 2006, the Bankruptcy Court lifted the stay with respect to certain premises claims against PPG. As a result, PPG and its primary insurers have settled approximately 620 premises claims. PPG’s insurers agreed to provide insurance coverage for a major portion of the payments made in connection with the settled claims, and PPG accrued the portion of the settlement amounts not covered by insurance. PPG currently faces approximately 260 active premises claims. PPG is engaged in the process of settling or otherwise resolving some of these claims while others remain in active litigation.
Although PPG has successfully defended asbestos claims brought against it in the past, in view of the number of claims, and the significant verdicts that other companies have experienced in asbestos litigation, the result of any future litigation of such claims is inherently unpredictable. PPG intends to defend against all asbestos claims vigorously, and their ultimate settlement or resolution in the court system is expected to occur over a period of years.
In 2009, PPG established a $162 million reserve for asbestos-related claims that will not be channeled to the Trust. This amount, which is included within "Other liabilities" on the accompanying consolidated balance sheets, represents PPG’s best estimate of its liability for these claims. PPG does not have sufficient current claim information or settlement history on which to base a better estimate of this liability in light of the fact that the Bankruptcy Court’s stay was in effect from April 2000 through August 2016. PPG will monitor the activity associated with asbestos claims which are not channeled to the Trust and evaluate, on a periodic basis, its estimated liability for such claims, its insurance assets then available to the Company, and all underlying assumptions to determine whether any adjustment to the reserve for these claims is required.
The amount reserved for asbestos-related claims by its nature is subject to many uncertainties that may change over time, including (i) the ultimate number of claims filed; (ii) the amounts required to resolve both currently known and future unknown claims; (iii) the amount of insurance, if any, available to cover such claims; (iv) the unpredictable aspects of the litigation process, including a changing trial docket and the jurisdictions in which trials are scheduled; (v) the outcome of any trials, including potential judgments or jury verdicts; (vi) the lack of specific information in many cases concerning exposure for which PPG is allegedly responsible, and the claimants’ alleged diseases resulting from such exposure; and (vii) potential changes in applicable federal and/or state tort liability law. All of these factors may have a material effect upon future asbestos-related liability estimates. As a potential offset to any future asbestos financial exposure, under the PC plan of reorganization PPG retained for its own account rights to recover proceeds from certain historical insurance assets, including policies issued by non-participating insurers. While the ultimate outcome of PPG’s asbestos litigation cannot be predicted with certainty, PPG believes that any financial exposure resulting from its asbestos-related claims will not have a material adverse effect on PPG’s consolidated financial position, liquidity or results of operations.
Environmental Matters
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. 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; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time. See Note 13, "Commitments and Contingent Liabilities," under Item 8 of the 2015 Form 10-K for additional description of the following environmental matters.
As of September 30, 2016 and December 31, 2015, PPG had reserves for environmental contingencies associated with PPG’s former chromium manufacturing plant in Jersey City, N.J. and associated sites (“New Jersey Chrome”) and for other environmental contingencies, including National Priority List sites and legacy glass and chemical manufacturing sites. These reserves are reported as "Accounts payable and accrued liabilities" and "Other liabilities" in the accompanying condensed consolidated balance sheet.

24


Environmental Reserves
($ in millions)
September 30, 2016
 
December 31, 2015
New Jersey Chrome
$
112

 
$
133

Other
97

 
100

Total
$
209

 
$
233

Current portion
$
57

 
$
51

Pre-tax charges against income for environmental remediation costs are included in "Other charges" in the accompanying condensed consolidated statement of income. The pre-tax charges and cash outlays related to such environmental remediation for the three and nine months ended September 30, 2016 and 2015 were as follows:
 
Three Months Ended
September 30
 
Nine Months Ended
September 30
($ in millions)
2016
 
2015
 
2016
 
2015
Environmental remediation pre-tax charges
$
3

 
$
3

 
11

 
9

Cash outlays for environmental remediation activities
$
12

 
$
18

 
35

 
84

Remediation: New Jersey Chrome
In June 2009, PPG entered into a settlement agreement with the New Jersey Department of Environmental Protection (“NJDEP”) and Jersey City, New Jersey (which had asserted claims against PPG for lost tax revenue) which was in the form of a Judicial Consent Order (the "JCO"). Under the JCO, PPG accepted sole responsibility for the remediation activities at its former chromium manufacturing location in Jersey City and 19 additional sites. The principal contaminant of concern is hexavalent chromium. The JCO also provided for the appointment of a court-approved Site Administrator who is responsible for establishing a master schedule for the remediation of the 20 PPG sites which existed at that time. One site was subsequently removed from the JCO process during 2014 and will be remediated separately at a future date. A total of 19 sites remain subject to the JCO process.
The most significant assumptions underlying the estimate of remediation costs for all New Jersey Chrome sites are those related to the extent and concentration of chromium impacts in the soil, as these determine the quantity of soil that must be treated in place, the quantity that will have to be excavated and transported for offsite disposal, and the nature of disposal required. The reserve for the estimated costs to remediate all New Jersey Chrome sites are exclusive of any third party indemnification, as the recovery of any such amounts is uncertain.
Groundwater remediation at PPG's former chromium manufacturing site in Jersey City and five adjacent sites is expected to occur over several years after NJDEP's approval of a work plan. Ongoing groundwater monitoring will be utilized to develop a final groundwater remedial action work plan which is currently expected to be submitted to NJDEP no later than 2020.
PPG’s financial reserve for remediation of all New Jersey Chrome sites is $112 million at September 30, 2016. The major cost components of this liability continue to be related to transportation and disposal of impacted soil, as well as construction services. These components each account for approximately 33% and 39% of the accrued amount, respectively.
There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution and applicable governmental agency or community organization approvals. Considerable uncertainty exists regarding the timing of these future events for the New Jersey Chrome sites. Final resolution of these events is expected to occur over the next several years. As these events occur and to the extent that the cost estimates of the environmental remediation remedies change, the existing reserve for this environmental remediation matter will be adjusted.
Remediation: Other Legacy Sites
Among other sites at which PPG is managing environmental liabilities, remedial actions are occurring at a legacy chemical manufacturing site in Barberton, Ohio and legacy plate glass manufacturing sites near Ford City, Pennsylvania and in Kokomo, Indiana. With respect to certain waste sites where PPG is alleged to have contributed contaminants, the financial condition of other potentially responsible parties 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 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.

25


In March 2016, the Natural Resource Trustees for the Calcasieu River Estuary (the United States Department of the Interior, acting through the United States Fish and Wildlife Service, the National Oceanic and Atmospheric Administration of the United States Department of Commerce, the Louisiana Department of Environmental Quality and the Louisiana Department of Wildlife and Fisheries) reached an agreement in principle with PPG and two other potentially responsible parties to resolve the Trustees’ claims for natural resource damages alleged to have been caused by the release of hazardous substances into the Estuary. PPG's share of this settlement is estimated to be approximately $3.6 million, for which a reserve has been established.
Remediation: Reasonably Possible Matters
In addition to the amounts currently reserved for environmental remediation, the Company may be subject to loss contingencies related to environmental matters estimated to be as much as $75 million to $200 million. Such unreserved losses are reasonably possible but are not currently considered to be probable of occurrence. These reasonably possible unreserved losses relate to environmental matters at a number of sites. The loss contingencies related to these sites include significant unresolved issues such as the nature and extent of contamination at these sites and the methods that may have to be employed to remediate them.
The impact of evolving programs, such as natural resource damage claims, industrial site re-use initiatives and domestic and international 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.
Other Matters
The Company had outstanding letters of credit and surety bonds of $175 million and guarantees of $21 million as of September 30, 2016. The Company does not believe any loss related to such guarantees is likely.</