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EX-32.2 - EXHIBIT 32.2 - PPG INDUSTRIES INCppgq1201710qex322.htm
EX-32.1 - EXHIBIT 32.1 - PPG INDUSTRIES INCppgq1201710qex321.htm
EX-31.2 - EXHIBIT 31.2 - PPG INDUSTRIES INCppgq1201710qex312.htm
EX-31.1 - EXHIBIT 31.1 - PPG INDUSTRIES INCppgq1201710qex311.htm
EX-23 - EXHIBIT 23 - PPG INDUSTRIES INCppgq12017exhibit23.htm
EX-12 - EXHIBIT 12 - PPG INDUSTRIES INCppgq1201710qex12.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 March 31, 2017
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
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 March 31, 2017, 256,196,874 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
March 31
 
2017
 
2016
Net sales
$
3,569

 
$
3,544

Cost of sales, exclusive of depreciation and amortization
1,969

 
1,920

Selling, general and administrative
896

 
906

Depreciation
83

 
85

Amortization
31

 
30

Research and development, net
110

 
116

Interest expense
25

 
30

Interest income
(4
)
 
(6
)
Pension settlement charge
22

 

Asbestos settlement, net

 
3

Other charges
14

 
21

Other income
(25
)
 
(17
)
Income from continuing operations before income taxes
$
448

 
$
456

Income tax expense
109

 
112

Income from continuing operations
$
339

 
$
344

Income from discontinued operations, net of tax

 
10

Net income attributable to the controlling and noncontrolling interests
$
339

 
$
354

Less: Net income attributable to noncontrolling interests
(5
)
 
(7
)
Net income (attributable to PPG)
$
334

 
$
347

Amounts attributable to PPG:
 
 
 
Income from continuing operations, net of tax
$
334

 
$
337

Income from discontinued operations, net of tax

 
10

Net income (attributable to PPG)
$
334

 
$
347

 
 
 
 
Earnings per common share:
 
 
 
Income from continuing operations, net of tax
$
1.30

 
$
1.26

Income from discontinued operations, net of tax

 
0.04

Net income (attributable to PPG)
$
1.30

 
$
1.30

Earnings per common share – assuming dilution:
 
 
 
Income from continuing operations, net of tax
$
1.29

 
$
1.25

Income from discontinued operations, net of tax

 
0.04

Net income (attributable to PPG)
$
1.29

 
$
1.29

 
 
 
 
Dividends per common share
$
0.40

 
$
0.36


2


PPG INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Comprehensive Income (Unaudited)
($ in millions)
 
Three Months Ended
March 31
 
2017
 
2016
Net income attributable to the controlling and noncontrolling interests
$
339

 
$
354

Other comprehensive income, net of tax:
 
 
 
Defined benefit pension and other postretirement benefits, net
21

 
19

Unrealized foreign currency translation adjustments
279

 
45

Derivative financial instruments, net
(13
)
 
(8
)
Other comprehensive income, net of tax
$
287

 
$
56

Total comprehensive income
$
626

 
$
410

Less: amounts attributable to noncontrolling interests:
 
 
 
Net income
(5
)
 
(7
)
Unrealized foreign currency translation adjustments
(7
)
 
3

Comprehensive income attributable to PPG
$
614

 
$
406

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)
 
March 31, 2017
 
December 31, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,349

 
$
1,820

Short-term investments
40

 
43

Receivables (less allowance for doubtful accounts of $33 and $39)
3,057

 
2,692

Inventories
1,727

 
1,546

Assets held for sale
34

 
30

Other
439

 
321

Total current assets
$
6,646

 
$
6,452

Property, plant and equipment (net of accumulated depreciation of $3,969 and $3,875)
2,806

 
2,759

Goodwill
3,720

 
3,572

Identifiable intangible assets, net
2,080

 
1,983

Deferred income taxes
139

 
154

Investments
175

 
179

Other assets
588

 
670

Total
$
16,154

 
$
15,769

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
3,573

 
$
3,510

Restructuring reserves
96

 
101

Short-term debt and current portion of long-term debt
604

 
629

Total current liabilities
$
4,273

 
$
4,240

Long-term debt
3,817

 
3,787

Accrued pensions
712

 
740

Other postretirement benefits
727

 
731

Deferred income taxes
400

 
417

Other liabilities
939

 
941

Total liabilities
$
10,868

 
$
10,856

Commitments and contingent liabilities (Note 15)
 
 

Shareholders’ equity:
 
 
 
Common stock
969

 
969

Additional paid-in capital
711

 
701

Retained earnings
16,214

 
15,984

Treasury stock, at cost
(10,626
)
 
(10,472
)
Accumulated other comprehensive loss
(2,076
)
 
(2,356
)
Total PPG shareholders’ equity
$
5,192

 
$
4,826

Noncontrolling interests
94

 
87

Total shareholders’ equity
$
5,286

 
$
4,913

Total
$
16,154

 
$
15,769

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)
 
Three Months Ended
March 31
 
2017
 
2016
Operating activities:
 
 
 
Net income attributable to controlling and noncontrolling interests
$
339

 
$
354

Less: Income from discontinued operations

 
(10
)
Income from continuing operations
$
339

 
$
344

Adjustments to reconcile net income to cash from operations:
 
 
 
Depreciation and amortization
114

 
115

Pension expense
18

 
18

Pension settlement
22

 

Stock-based compensation expense
16

 
10

Equity affiliate earnings, net of distributions received
(1
)
 
(3
)
Deferred income tax expense (benefit)
4

 
(4
)
Cash contributions to pension plans
(34
)
 
(6
)
Cash used for restructuring actions
(10
)
 
(18
)
Change in certain asset and liability accounts:
 
 
 
Receivables
(302
)
 
(273
)
Inventories
(153
)
 
(120
)
Other current assets
(47
)
 
(83
)
Accounts payable and accrued liabilities
63

 
112

Taxes and interest payable
(79
)
 
(62
)
Noncurrent assets and liabilities, net
40

 
(6
)
Other
19

 
30

Cash from operating activities - continuing operations
$
9

 
$
54

Cash from operating activities - discontinued operations

 
25

Cash from operating activities
$
9

 
$
79

Investing activities:
 
 
 
Capital expenditures
(64
)
 
(70
)
Business acquisitions, net of cash balances acquired
(61
)
 
(6
)
Proceeds from maturity of short-term investments
19

 
31

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

 
19

Other
2

 
6

Cash used for investing activities - continuing operations
$
(138
)
 
$
(56
)
Cash used for investing activities - discontinued operations

 
(7
)
Cash used for investing activities
$
(138
)
 
$
(63
)
Financing activities:
 
 
 
Net change in borrowing with maturities of three months or less
(7
)
 
2

Net (payments) proceeds on commercial paper and short-term debt
(32
)
 
86

Repayment of long-term debt
(7
)
 
(251
)
Purchase of treasury stock
(163
)
 
(150
)
Issuance of treasury stock
9

 
14

Dividends paid
(103
)
 
(96
)
Payments related to tax withholding for stock-based compensation
(16
)
 
(20
)
Other
(53
)
 
(14
)
Cash used for financing activities
$
(372
)
 
$
(429
)
Effect of currency exchange rate changes on cash and cash equivalents
30

 
11

Net decrease in cash and cash equivalents
$
(471
)
 
$
(402
)
Cash and cash equivalents, beginning of period
1,820

 
1,311

Cash and cash equivalents, end of period
$
1,349

 
$
909

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Interest paid, net of amount capitalized
$
23

 
$
33

Taxes paid, net of refunds
$
90

 
$
108

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 March 31, 2017, and the results of their operations and their cash flows for the three months ended March 31, 2017 and 2016. 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, 2016.
The results of operations and cash flows for the flat glass business, which was sold on October 1, 2016, have been recast as discontinued operations for all periods presented. The results of the European fiber glass business which was also sold October 1, 2016, 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 condensed consolidated statement of cash flows has also been recast for the adoption of Accounting Standard Update ("ASU") No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” as discussed in Note 2.
Net sales, expenses, assets and liabilities can vary during each quarter of the year. Accordingly, the results of operations for the three months ended March 31, 2017 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.
2.
New Accounting Standards
In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." This ASU requires the service cost component of net benefit costs to be disaggregated from all other components and be reported in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost. The amendments in this ASU are effective 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 or cash flows.
In January 2017, PPG adopted ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment." This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Adoption of this ASU did not have a material impact on PPG's consolidated financial position, results of operation or cash flows.
In January 2017, PPG adopted ASU No. 2016-18, "Restricted Cash." This ASU eliminates diversity in practice by requiring the statement of cash flows to reconcile total cash, including deposits with restrictions. PPG does not have a material amount of restricted cash. Adoption of this ASU did not have a material impact on PPG's consolidated financial position, results of operation or cash flows.
In January 2017, PPG adopted 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. In conjunction with the adoption of this ASU, PPG recast the condensed consolidated statement of cash flows to present withholding tax payments related-to stock-based compensation made on behalf of employees, as financing outflows. Adoption of this ASU did not have a material impact on PPG's consolidated financial position, results of operation or 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.

6


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. The provisions of this ASU may be applied retroactively or on a modified retrospective (cumulative effect) basis. PPG has not yet selected which transition method it will apply upon adoption. In addition, PPG is evaluating recently issued guidance on practical expedients as part of its transition decision. PPG believes the preponderance of the Company’s contracts with customers are standard ship and bill arrangements. Under the provisions of this ASU, PPG believes certain costs currently reported in Selling, general and administrative costs will be reclassified to Cost of sales, exclusive of depreciation and amortization on the Condensed Consolidated Statement of Income, as they are tied to the satisfaction of a performance obligation. In addition, PPG expects the cost of certain customer incentives will be recorded as a reduction of Net sales rather than Cost of sales, exclusive of depreciation and amortization or Selling, general and administrative costs. Given the complexity of certain contractual arrangements, PPG is in the process of assessing the total impact this ASU will have on its consolidated financial position, results of operations and cash flows and has not concluded as to its significance.
3.
Acquisitions and Divestitures
Acquisitions
Taiwan Chlorine Industries
Taiwan Chlorine Industries (“TCI”) was established in 1986 as a joint venture between PPG and China Petrochemical Development Corporation (“CPDC”) to produce chlorine-based products in Taiwan, at which time PPG owned 60 percent of the venture. In conjunction with the 2013 separation of its commodity chemicals business, PPG conveyed to Axiall Corporation ("Axiall") its 60% ownership interest in TCI. 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. In April 2016, Axiall announced that CPDC had decided to sell its ownership interest in TCI to Axiall. In June 2016, Axiall formally designated PPG to purchase the 40% ownership interest in TCI. In August 2016, Westlake Chemical Corporation acquired Axiall, which became a wholly-owned subsidiary of Westlake. On April 11, 2017, PPG finalized its purchase of CPDC’s 40% ownership interest in TCI.
On January 20, 2017, PPG acquired certain assets of automotive refinish coatings company Futian Xinshi (Futian), an automotive refinish coatings company based in the Guangdong province of China. Futian distributes its products in China through a network of more than 200 distributors.
On January 5, 2017, PPG completed the acquisition of DEUTEK S.A., a leading Romanian paint and architectural coatings manufacturer, from the Emerging Europe Accession Fund. DEUTEK, established in 1993, manufactures and markets a large portfolio of well-known professional and consumer paint brands, including OSKAR® and DANKE!®. The company’s products are sold in more than 120 do-it-yourself stores and 3,500 independent retail outlets in Romania.
Divestitures
Plaka Business
In December 2016, PPG announced that it has reached a definitive agreement to sell the assets of its Mexico-based Plaka plasterboard and cement-board business to Knauf International GmbH. The transaction is expected to close in the second quarter of 2017, subject to regulatory approvals and other customary closing conditions. PPG has presented the assets of the Plaka business as “Assets held for sale” on the consolidated balance sheet as of March 31, 2017 and December 31, 2016.
Flat Glass Business
In October 2016, PPG completed the sale of its flat glass manufacturing and glass coatings operations to Vitro S.A.B. de C.V. For the three months ended March 31, 2016, the results of operations of the flat glass business are presented as discontinued operations on the condensed consolidated statements of income and cash flows.

7


The net sales and income from discontinued operations related to the flat glass business for the three months ended March 31, 2016 were as follows:
 
Three Months Ended
March 31
($ in millions)
2016
Net sales
$
128

Income from operations
$
15

Income tax expense
5

Income from discontinued operations, net of tax
$
10

4.
Inventories
($ in millions)
March 31, 2017
 
December 31, 2016
Finished products
$
1,103

 
$
969

Work in process
173

 
165

Raw materials
414

 
375

Supplies
37

 
37

Total Inventories
$
1,727

 
$
1,546

Most U.S. inventories are valued using the last-in, first-out method. These inventories represented approximately 35% and 37% of total inventories at March 31, 2017 and December 31, 2016, respectively. If the first-in, first-out method of inventory valuation had been used, inventories would have been $118 million and $120 million higher as of March 31, 2017 and December 31, 2016, respectively.
5.
Goodwill and Other Identifiable Intangible Assets
The change in the carrying amount of goodwill attributable to each reportable segment for the three months ended March 31, 2017 was as follows:
($ in millions)
Performance
Coatings
 
Industrial
Coatings
 
Total
Balance, December 31, 2016
$
2,870

 
$
702

 
$
3,572

Acquisitions
28

 
7

 
35

Foreign currency
103

 
10

 
113

Balance, March 31, 2017
$
3,001

 
$
719

 
$
3,720

A summary of the carrying value of the Company's identifiable intangible assets is as follows:
 
March 31, 2017
 
December 31, 2016
($ in millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trademarks - indefinite lives
$
1,181

 
N/A

 
$
1,181

 
$
1,107

 
N/A

 
$
1,107

 
 
 
 
 
 
 
 
 
 
 
 
Customer-related intangibles
1,319

 
(648
)
 
671

 
1,272

 
(618
)
 
654

Acquired technology
$
596

 
$
(456
)
 
$
140

 
$
587

 
$
(446
)
 
$
141

Trade names
150

 
(75
)
 
75

 
142

 
(71
)
 
71

Other
43

 
(30
)
 
13

 
38

 
(28
)
 
10

Balance
$
3,289

 
$
(1,209
)
 
$
2,080

 
$
3,146

 
$
(1,163
)
 
$
1,983

The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives. Aggregate amortization expense related to these identifiable intangible assets for the three months ended March 31, 2017 and 2016 was $31 million, and $30 million, respectively.

8


As of March 31, 2017, estimated future amortization expense of identifiable intangible assets is as follows:
($ in millions)
Future Amortization Expense
Remaining nine months of 2017
$
89

2018
115

2019
100

2020
90

2021
85

2022
85

Thereafter
335

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 December 2016, PPG’s Board of Directors approved a business restructuring program which includes actions necessary to reduce its global cost structure. The program is focused on certain regions and end-use markets where business conditions are the weakest, as well as reductions in production capacity and various global functional and administrative costs. In addition to the pre-tax charge and cash costs, approximately $15 million of incremental restructuring-related cash costs are expected during 2017 for certain items that are required to be expensed on an as-incurred basis. The restructuring actions will result in the net reduction of approximately 1,700 positions, with substantially all actions to be completed by the first quarter of 2018.
The following table summarizes the 2016 restructuring charge, the reserve activity for 2016, and the reserve activity for the three months ended March 31, 2017:
($ in millions, except for employees impacted)
Severance
and Other
Costs
 
Asset
Write-offs
 
Total
Reserve
 
Employees
Impacted
Performance Coatings
$
77

 
$
45

 
$
122

 
1,069

Industrial Coatings
52

 
14

 
66

 
804

Glass
2

 

 
2

 
153

Corporate
7

 

 
7

 
85

Total 2016 restructuring charge
$
138

 
$
59

 
$
197

 
2,111

2016 Activity
(6
)
 
(59
)
 
(65
)
 
(40
)
Balance as of December 31, 2016
$
132

 
$

 
$
132

 
2,071

2017 Activity
(7
)
 

 
(7
)
 
(364
)
Foreign currency
2

 

 
2

 

Balance as of March 31, 2017
$
127

 
$

 
$
127

 
1,707

7.
Borrowings
In January 2016, PPG’s $250 million 1.9% notes matured, and PPG repaid these notes with cash on hand.

9


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 months ended March 31, 2017 and 2016 were as follows:
 
Three Months Ended
March 31
(number of shares in millions)
2017
 
2016
Weighted average common shares outstanding
257.6

 
267.6

Effect of dilutive securities:
 
 
 
Stock options
1.1

 
0.9

Other stock compensation awards
0.8

 
0.9

Potentially dilutive common shares
1.9

 
1.8

Adjusted weighted average common shares outstanding
259.5

 
269.4

Excluded from the computation of earnings per diluted share due to their antidilutive effect were 1.2 million and 0.6 million outstanding stock options for the three months ended March 31, 2017 and 2016, respectively.
9.
Income Taxes
 
Three Months Ended
March 31
 
2017
 
2016
Effective tax rate on pre-tax income from continuing operations
24.3
%
 
24.6
%
The effective tax rate for 2017 and 2016 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 and the impact of certain U.S. tax incentives.
The effective tax rate for the three months ending March 31, 2017 includes a benefit of $8 million from the settlement of U.S. non-qualified pension plan obligations, as described in Note 10, "Pensions and Other Postretirement Benefits".
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.

10


10.
Pensions and Other Postretirement Benefits
Net periodic pension and other postretirement benefit costs are included in "Cost of sales, exclusive of depreciation and amortization," "Selling, general and administrative," and "Research and development" in the accompanying condensed consolidated statements of income.
The net periodic pension and other postretirement benefit costs for the three months ended March 31, 2017 and 2016 were as follows:
 
Pension
 
Other Postretirement Benefit
 
Three Months Ended
March 31
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
 
2017
 
2016
Service cost
$
9

 
$
13

 
$
2

 
$
4

Interest cost
24

 
42

 
7

 
10

Expected return on plan assets
(34
)
 
(67
)
 

 

Amortization of actuarial losses
19

 
30

 
5

 
4

Amortization of prior service credit

 

 
(13
)
 
(2
)
Pension settlement charge
22

 

 

 

Net periodic benefit cost
$
40

 
$
18

 
$
1

 
$
16

PPG expects its 2017 net periodic pension and other postretirement benefit cost, excluding settlement losses, to be approximately $75 million, with pension representing approximately $70 million and other postretirement benefit cost representing approximately $5 million.
Contributions to Defined Benefit Pension Plans
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
U.S. defined benefit pension contributions
$
29

 
$

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

 
$
6

Non-U.S. defined benefit pension mandatory contributions
$
5

 
$

PPG expects to make mandatory contributions to its non-U.S. pension plans in the range of $20 million to $30 million during the remaining nine months of 2017 and may make voluntary contributions to its defined benefit pension plans in 2017 and beyond.
U.S. Non-qualified Pension
During the first quarter of 2017, PPG made lump-sum payments to certain retirees who had participated in PPG's U.S. non-qualified pension plan (the "Nonqualified Plan") totaling approximately $40 million. As the lump-sum payments were in excess of the expected 2017 service and interest costs for the Nonqualified Plan, PPG remeasured the periodic benefit obligation of the Nonqualified Plan as of March 1, 2017 and recorded a settlement charge totaling $22 million ($14 million after-tax) during the first quarter 2017. Any additional 2017 lump-sum payments from the Nonqualified Plan will trigger a further remeasurement and settlement charge.
U.S. Postretirement Medical
In August 2016, the Company communicated plan design changes to certain Medicare-eligible retiree plan participants. Effective January 1, 2017, the Company-sponsored Medicare-eligible plans were 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. 
The announcement of these plan design changes triggered a remeasurement of PPG’s retiree medical benefit obligation using prevailing interest rates and resulted in a $306 million reduction in the Company's postretirement benefit obligation. PPG is accounting for the plan design change prospectively, and the plan change will reduce net periodic postretirement benefit cost by $54 million annually for the next 5.0 years.
As of January 1, 2017, PPG’s contribution to coverage for Medicare-eligible retirees are 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

11


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.
11.
Shareholders' Equity
Changes to shareholders’ equity for the three months ended March 31, 2017 and 2016 were as follows:
($ in millions)
Total PPG
Shareholders’
Equity
 
Non-
controlling
Interests
 
Total
Balance, January 1, 2017
$
4,826

 
$
87

 
$
4,913

Net income
334

 
5

 
339

Other comprehensive income, net of tax
280

 
7

 
287

Cash dividends
(103
)
 

 
(103
)
Issuance of treasury stock
34

 

 
34

Stock repurchase program
(163
)
 

 
(163
)
Stock-based compensation activity
(16
)
 

 
(16
)
Other

 
(5
)
 
(5
)
Balance, March 31, 2017
$
5,192

 
$
94

 
$
5,286

($ in millions)
Total PPG
Shareholders’
Equity
 
Non-
controlling
Interests
 
Total
Balance, January 1, 2016
$
4,983

 
$
86

 
$
5,069

Net income
347

 
7

 
354

Other comprehensive income, net of tax
59

 
(3
)
 
56

Cash dividends
(96
)
 

 
(96
)
Issuance of treasury stock
34

 

 
34

Stock repurchase program
(150
)
 

 
(150
)
Stock-based compensation activity
(16
)
 

 
(16
)
Other

 
(3
)
 
(3
)
Balance, March 31, 2016
$
5,161

 
$
87

 
$
5,248


12


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, 2017
 
 
$
(1,798
)
 
 
 
$
(571
)
 
 
 
$
13

 
 
 
$
(2,356
)
Current year deferrals to AOCI
262

(a) 
 
 


 
 
 


 
 
 
262

 
 
Current year deferrals to AOCI, tax effected
10

(b) 
 
 

(c) 
 
 
(12
)
(d) 
 
 
(2
)
 
 
Reclassifications from AOCI to net income


 
 
 
21

(c) 
 
 
(1
)
(d) 
 
 
20

 
 
Net change
 
 
$
272

 
 
 
$
21

 
 
 
$
(13
)
 
 
 
$
280

Balance, March 31, 2017
 
 
$
(1,526
)
 
 
 
$
(550
)
 
 
 
$

 
 
 
$
(2,076
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2016
 
 
$
(1,332
)
 
 
 
$
(1,379
)
 
 
 
$
9

 
 
 
$
(2,702
)
Current year deferrals to AOCI
49

(a) 
 
 

 
 
 

 
 
 
49

 
 
Current year deferrals to AOCI, tax effected
(1
)
(b) 
 
 
6

(c) 
 
 
2

(d) 
 
 
7

 
 
Reclassifications from AOCI to net income


 
 
 
13

(c) 
 
 
(10
)
(d) 
 
 
3

 
 
Net change
 
 
$
48

 
 
 
$
19

 
 
 
$
(8
)
 
 
 
$
59

Balance, March 31, 2016
 
 
$
(1,284
)
 
 
 
$
(1,360
)
 
 
 
$
1

 
 
 
$
(2,643
)
(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 related to unrealized foreign currency translation adjustments on tax inter-branch transactions and net investment hedges for the three months ended March 31, 2017 and 2016 was $(34) million and ($17) 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 three months ended March 31, 2017 and 2016 was $(11) million and $20 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 related to the changes in the unrealized gain (loss) on derivatives for the three months ended March 31, 2017 and 2016 was $(6) million and $(4) 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 March 31, 2017 and December 31, 2016, 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 (or had been) 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 month periods ended March 31, 2017 and 2016.
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 assumed by the acquirer, or should PPG enter into bankruptcy, receivership or reorganization proceedings, the instruments would also be subject to accelerated settlement.

13


There were no derivative instruments de-designated or discontinued as hedging instruments during the three month periods ended March 31, 2017 and 2016 and there were no gains or losses deferred in AOCI that were reclassified to income from continuing operations during the three month periods ended March 31, 2017 and 2016 related to hedges of anticipated transactions there were no longer expected to occur.
Fair Value Hedges
During the first quarter 2016, PPG designated 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 currency. As of March 31, 2017 and December 31, 2016, there were no outstanding foreign currency forward contracts designated as hedges against future changes in the fair value of certain firm sales commitments.
During the three months ended March 31, 2016, PPG held outstanding 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 were reflected in the “Asbestos settlement – net” caption of the accompanying condensed consolidated statement of income. In conjunction with the funding of the Asbestos Settlement Trust in June 2016, the equity forward arrangements were settled. At settlement, these equity forward arrangements had a fair value of $258 million.
The company has used interest rate swaps from time to time to manage the its exposure to changing interest rates. When outstanding, the interest rate swaps were designated as fair value hedges of certain outstanding debt obligations and were recorded at fair value. There were no interest rate swaps outstanding as of March 31, 2017 and December 31, 2016. However, in prior years, PPG settled interest rate swaps and received 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. The impact of the amortization is insignificant.
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 March 31, 2017 and December 31, 2016, the fair value of all foreign currency forward contracts designated as cash flow hedges was a net liability of $7 million and a net asset of $13 million, respectively.
Net Investment Hedges
PPG uses cross currency swaps and Euro-denominated debt to hedge a portion of its net investment in its European operations.
As of March 31, 2017, 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 receives 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 makes 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 March 31, 2017 and December 31, 2016, the fair value of these contracts was a net asset of $77 million and $65 million, respectively.
As of March 31, 2017 and December 31, 2016, PPG had designated €2.8 billion of 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 March 31, 2017 and December 31, 2016 was $3.0 billion and $2.9 billion, respectively.
Gains/Losses Deferred in AOCI
As of March 31, 2017 and December 31, 2016, the Company had accumulated pre-tax unrealized net translation gains in AOCI related to the Euro-denominated borrowings, foreign currency forward contracts and the cross currency swaps of $438 million and $482 million, respectively.

14


The following tables summarize the location within the financial statements and amount of gains (losses) related to derivative financial instruments for the three months ended March 31, 2017 and 2016. All dollar amounts are shown on a pre-tax basis.
($ in millions)
March 31, 2017

Hedge Type
Loss
Deferred in
OCI
 
Gain Recognized
Amount
 
Caption
Cash Flow
 
 
 
 
 
Foreign currency forward contracts (a)
$
(15
)
 
$
4

 
Other charges and Cost of Sales
Total Cash Flow
$
(15
)

$
4

 
 
Net Investment
 
 
 
 
 
Cross currency swaps
$
(4
)
 


 
 
Foreign denominated debt
(38
)
 
 
 
 
Total Net Investment
$
(42
)
 


 
 
(a) The ineffective portion related to this item was $2 million of expense.
($ in millions)
March 31, 2016

Hedge Type
Loss
Deferred in
OCI
 
Gain (Loss) Recognized
Amount
 
Caption
Fair Value
 
 
 
 
 
Equity forward arrangements
Not applicable
 
36

 
Asbestos settlement - net
Total Fair Value
 
 
$
36

 
 
Cash Flow
 
 
 
 
 
Foreign currency forward contracts (a)
(15
)
 
(3
)
 
Other charges and Cost of Sales
Total Cash Flow
$
(15
)
 
$
(3
)
 
 
Net Investment
 
 
 
 
 
Cross currency swaps
$
(22
)
 


 
 
Foreign denominated debt
(95
)
 
 
 
 
Total Net Investment
$
(117
)
 


 
 
(a) The ineffective portion related to this item was $3 million of income.
Fair Value Measurements
The Company follows a fair value measurement hierarchy to measure its assets and liabilities. As of March 31, 2017 and December 31, 2016, 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 Note 12, "Employee Benefit Plans" under Item 8 in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 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.
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 March 31, 2017 and December 31, 2016 that are classified as Level 3 inputs.

15


Assets and liabilities reported at fair value on a recurring basis:
 
March 31, 2017
($ in millions)
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
Other current assets:
 
 
 
 
 
Marketable equity securities
$
4

 
$

 
$

Cross currency swaps

 
77

 

Foreign currency forward contracts

 
20

 

Investments:
 
 
 
 
 
Marketable equity securities
73

 

 

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

 
12

 

 
 
 
December 31, 2016
($ in millions)
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
Other current assets:
 
 
 
 
 
Marketable equity securities
$
4

 
$

 
$

Foreign currency forward contracts

 
22

 

Investments:
 
 
 
 
 
Marketable equity securities
78

 

 

Other assets:
 
 
 
 
 
Cross currency swaps

 
65

 

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

 
9

 

Long-Term Debt
($ in millions)
March 31, 2017 (a)
 
December 31, 2016 (b)
Long-term debt - carrying value
$
4,336

 
$
4,299

Long-term debt - fair value
$
4,520

 
$
4,502

(a) Excluding capital lease obligations of $18 million and short term borrowings of $67 million as of March 31, 2017.
(b) Excluding capital lease obligations of $18 million and short term borrowings of $99 million as of December 31, 2016.
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 three months ended March 31, 2017. For the year ended December 31, 2016, in conjunction with the 2016 restructuring actions, certain nonmonetary assets were written down to their fair value. Refer to Note 6, “Business Restructuring” for further details associated with these actions.

16


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 7.6 million as of March 31, 2017.
Stock-based compensation and the income tax benefit recognized during the three months ended March 31, 2017 and 2016 were as follows:
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
Stock-based compensation
$
16

 
$
10

Income tax benefit recognized
$
6

 
$
4

Grants of stock-based compensation during the three months ended March 31, 2017 and 2016 were as follows:
 
Three Months Ended
March 31
 
2017
 
2016
Grant Details
Shares
 
Fair Value
 
Shares
 
Fair Value
Stock options
637,607

 
$
21.15

 
744,019

 
$
17.89

Restricted stock units
182,070

 
$
95.86

 
238,120

 
$
90.75

Contingent shares (a)
58,557

 
$
100.00

 
58,540

 
$
95.00

(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 during the three months ended March 31, 2017 was calculated with the following weighted average assumptions:
Weighted average exercise price
$
101.50

Risk-free interest rate
2.4
%
Expected life of option in years
6.5

Expected dividend yield
1.8
%
Expected volatility
22.0
%
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 historical 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

17


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 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, asbestos exposure, antitrust, employment 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.
Asbestos Matters
Prior to 2000, the Company had been named as a defendant in numerous claims alleging bodily injury from (i) exposure to asbestos-containing products allegedly manufactured, sold or distributed by the Company, its subsidiaries, or for which they are otherwise alleged to be liable; (ii) exposure to asbestos allegedly present at a facility owned or leased by the Company; or (iii) exposure to asbestos-containing products of Pittsburgh Corning Corporation (“PC”) for which the Company was alleged to be liable under a variety of legal theories (the Company and Corning Incorporated were each 50% shareholders in PC).
Pittsburgh Corning Corporation asbestos bankruptcy
In 2000, PC filed for Chapter 11 in the U.S. Bankruptcy Court for the Western District of Pennsylvania in an effort to permanently and comprehensively resolve all of its pending and future asbestos-related liability claims. At the time of the bankruptcy filing, the Company had been named as one of many defendants in approximately 114,000 open claims. The Bankruptcy Court subsequently entered a series of orders preliminarily 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 preliminary injunction staying asbestos litigation against PPG, PPG and certain of its historical liability insurers negotiated a settlement with representatives of present and future asbestos claimants. That settlement was incorporated into a PC plan of reorganization that was confirmed by the Bankruptcy Court on May 24, 2013 and ultimately became effective on April 27, 2016. With the effectiveness of the plan, the preliminary injunction staying the prosecution of asbestos litigation against PPG expired by its own terms on May 27, 2016. In accordance with the settlement, the Bankruptcy Court issued a permanent channeling injunction under Section 524(g) of the Bankruptcy Code that 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 channeling 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 channeling 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 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.”
The channeling injunction channels the Company’s liability for PC Relationship Claims to a trust funded in part by PPG and its participating insurers for the benefit of current and future PC asbestos claimants (the “Trust”). 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, pending and future PC Relationship Claims. The channeling injunction does not extend to present and future claims against PPG that arise out of alleged exposure to asbestos or asbestos-containing products historically manufactured, sold and/or distributed by PPG or its subsidiaries or for which they are alleged to be liable that are not PC Relationship Claims, and does not extend to claims against PPG alleging personal

18


injury allegedly caused by asbestos on premises presently or formerly owned, leased or occupied by PPG. These claims are referred to as non-PC Relationship Claims.
In accordance with the PC plan of reorganization, PPG's equity interest in PC was canceled. PPG satisfied its funding obligations to the Trust on June 9, 2016, when it conveyed to the Trust the stock it owned in Pittsburgh Corning Europe and 2,777,778 shares of PPG’s common stock and made a cash payment to the Trust in the amount of $764 million. PPG’s historical insurance carriers participating in the PC plan of reorganization are required to make cash payments to the Trust of approximately $1.7 billion, subject to a right of prepayment at a 5.5% discount rate.
On October 13, 2016, the Bankruptcy Court issued an order entering a final decree and closing the Chapter 11 case. That order provided that the Bankruptcy Court retained jurisdiction to enforce any order issued in the case and any agreements approved by the court, enforce the terms and conditions of the modified third amended Plan, and consider any requests to reopen the case.
Non-PC relationship asbestos claims
At the time PC filed for bankruptcy, PPG had been named as one of many defendants in one or more of the categories of asbestos-related claims identified above. Over the course of the 16 years during which the PC bankruptcy proceedings, and corresponding preliminary injunction staying the prosecution of asbestos-related claims against PPG, were pending, certain plaintiffs alleging premises claims filed motions seeking to lift the stay with respect to more than 1,000 individually-identified premises claims. The Bankruptcy Court granted motions to lift the stay in respect to certain of these premises claims and directed PPG to engage in a process to address any additional premises claims that were the subject of pending or anticipated lift-stay motions. As a result of the overall process as directed by the Bankruptcy Court involving more than 1,000 premises claims between 2006 and May 27, 2016, hundreds of these claims were withdrawn or dismissed without payment and approximately 650 premises claims were dismissed upon agreements by PPG and its insurers to resolve such claims in exchange for monetary payments.
With respect to the remaining claims not identified above and still reportable within the inventory of 114,000 asbestos-related claims at the time PC filed for bankruptcy, the Company considers such claims to fall within one or more of the following categories: (1) claims that have been closed or dismissed as a result of processes undertaken during the bankruptcy; (2) claims that may have been previously filed on the dockets of state and federal courts in various jurisdictions, but are inactive as to the Company; and (3) claims that are subject, in whole or in part, to the channeling injunction and thus will be resolved, in whole or in part, in accordance with the Trust procedures established under the PC bankruptcy reorganization plan. As a result of the foregoing, the Company does not consider these three categories of claims to be open or active litigation against it, although the Company cannot now determine whether, or the extent to which, any of these claims may in the future be reinstituted, reinstated, or revived such that they may become open and active asbestos-related claims against it.
Current open and active claims post-Pittsburgh Corning bankruptcy
As of March 31, 2017, the Company is aware of approximately 650 open and active asbestos-related claims pending against the Company and certain of its subsidiaries. These claims consist primarily of non-PC Relationship Claims and claims against a subsidiary of PPG. The Company is defending the remaining open and active claims vigorously.
Since April 1, 2013, a subsidiary of PPG has been implicated in claims alleging death or injury caused by asbestos-containing products manufactured, distributed or sold by a North American architectural coatings business or its predecessors which was acquired by PPG. All such claims have been either served upon or tendered to the seller for defense and indemnity pursuant to obligations undertaken by the seller in connection with the Company’s purchase of the North American architectural coatings business. The seller has accepted the defense of these claims subject to the terms of various agreements between the Company and the seller. The seller’s defense and indemnity obligations in connection with newly filed claims will cease with respect to claims filed after April 1, 2018.
PPG has established reserves totaling approximately $180 million for asbestos-related claims that would not be channeled to the Trust which, based on presently available information, we believe will be sufficient to encompass all of PPG’s current and potential future asbestos liabilities.  These reserves include a $162 million reserve established in 2009 in connection with an amendment to the PC plan of reorganization.  These reserves, which are included within "Other liabilities" on the accompanying consolidated balance sheets, represent 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 injunction staying most asbestos claims against the Company was in effect from April 2000 through May 2016. PPG will monitor the activity associated with its remaining asbestos claims and evaluate, on a periodic basis, its estimated liability for such claims, its insurance assets then available, and all underlying assumptions to determine whether any adjustment to the reserves for these claims is required.

19


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, the right to pursue insurance coverage from certain of its historical insurers that did not participate in the PC plan of reorganization. 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 in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for additional description of the following environmental matters.
As of March 31, 2017 and December 31, 2016, 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.
Environmental Reserves
($ in millions)
March 31, 2017
 
December 31, 2016
New Jersey Chrome
$
158

 
$
163

Legacy glass and chemical
68

 
70

Other
53

 
52

Total
$
279

 
$
285

Current portion
$
76

 
$
76

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 months ended March 31, 2017 and 2016 were as follows:
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
Environmental remediation pre-tax charges
$
1

 
$
5

Cash outlays for environmental remediation activities
$
12

 
$
14

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

20


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 $158 million at March 31, 2017. The major cost components of this liability continue to be related to excavation, transportation and disposal of impacted soil, as well as construction services. These components each account for approximately 30%, 28% and 28% 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, where PPG has completed a Facility Investigation and Corrective Measure Study under USEPA’s Resource Conservation and Recovery Act (“RCRA”) Corrective Action Program. PPG has also been addressing the impacts from a legacy plate glass manufacturing site in Kokomo, Indiana under the Voluntary Remediation Program of the Indiana Department of Environmental Management. PPG is currently performing additional investigation activities at this location. With respect to certain waste sites, the financial condition of 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 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.
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 $100 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, none of which are individually significant. 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 $172 million and guarantees of $12 million as of March 31, 2017. The Company does not believe any loss related to such guarantees is likely.

21


16.
Reportable Business Segment Information
PPG is a multinational manufacturer with 11 operating segments that are organized based on the Company’s major product lines. These operating segments are also the Company’s reporting units for purposes of testing goodwill for impairment. The operating segments have been aggregated based on economic similarities, the nature of their products, production processes, end-use markets and methods of distribution into three reportable business segments.
The Performance Coatings reportable segment is comprised of the refinish, aerospace, architectural coatings – Americas and Asia-Pacific, architectural coatings - EMEA, and protective and marine coatings operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings, sealants and finishes along with paint strippers, stains and related chemicals, as well as transparencies and transparent armor.
The Industrial Coatings reportable segment is comprised of the automotive original equipment manufacturer (“OEM”) coatings, industrial coatings, packaging coatings, coatings services and the specialty coatings and materials operating segments. This reportable segment primarily supplies a variety of protective and decorative coatings and finishes along with adhesives, sealants, metal pretreatment products, optical monomers and coatings, precipitated silicas, Teslin® and other specialty materials, and coatings services.
The Glass reportable segment is comprised of the fiber glass operating segment. This reportable segment primarily supplies continuous-strand fiber glass products in North America. The results of the European fiber glass business which was sold October 1, 2016, 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.
Reportable segment net sales and segment income for the three months ended March 31, 2017 and 2016 were as follows: 
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
Net sales:
 
 
 
Performance Coatings
$
2,017

 
$
2,039

Industrial Coatings
1,469

 
1,372

Glass
83

 
133

Total
$
3,569

 
$
3,544

Segment income:
 
 
 
Performance Coatings
$
285

 
$
279

Industrial Coatings
273

 
265

Glass
9

 
14

Total
$
567

 
$
558

Corporate
(64
)
 
(61
)
Interest expense, net of interest income
(21
)
 
(24
)
Legacy items (a)
(8
)
 
(11
)
Asset write-down

 
(4
)
Pension settlement charge
(22
)
 

Transaction-related costs (b)
(4
)
 
(2
)
Income from continuing operations before income taxes
$
448

 
$
456

(a)
Legacy items include current costs related to former operations of the Company, including pension and other postretirement benefit costs, certain charges for legal matters and environmental remediation costs, and certain other charges which are not associated with PPG's current business portfolio, including the impact of the asbestos settlement. Until April 2016, legacy items also include equity earnings from PPG’s minority investment in Pittsburgh Glass Works, LLC.
(b)
Transaction-related costs include advisory, legal, accounting, valuation and other professional or consulting fees incurred to effect significant acquisitions, as well as similar fees and other costs to effect disposals not classified as discontinued operations. These costs may also include the flow-through cost of sales for the step up to fair value of inventories acquired in acquisitions. These costs also include certain severance costs and charges associated with the Company's recent business portfolio transformation.


22


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

Executive Overview
Below are our key financial results for the three months ended March 31, 2017:
Net sales were approximately $3.6 billion, up nearly 1% compared to the prior year, despite unfavorable foreign currency translation of approximately $65 million.
Cost of sales, exclusive of depreciation and amortization was nearly $2.0 billion, up 2.6% versus prior year.
Selling, general and administrative ("SG&A") expense was $0.9 billion, down 1.1%. As a percentage of sales, SG&A decreased 0.5%.
Income before income taxes was $448 million.
The effective tax rate was 24.3%.
Net income from continuing operations was $334 million.
Earnings per diluted share from continuing operations was $1.29.
Cash flows from operating activities - continuing operations was $9 million, a decrease of $45 million year over year.
Capital expenditures, including acquisitions (net of cash acquired), was $125 million.
The Company paid $103 million in dividends and also repurchased $163 million of its outstanding common stock.


23


Performance in the First Quarter of 2017 Compared to the First Quarter of 2016
Performance Overview
Net Sales
 
Three Months Ended
March 31
 
Percent Change
($ in millions, except percentages)
2017
 
2016
 
2017 vs. 2016
United States and Canada
$
1,626

 
$
1,598

 
1.8
 %
Europe, Middle East and Africa (EMEA)
1,023

 
1,060

 
(3.5
)%
Asia-Pacific
583

 
570

 
2.3
 %
Latin America
337

 
316

 
6.6
 %
Total
$
3,569

 
$
3,544

 
0.7
 %
2017 vs. 2016
Net sales increased $25 million due to the following:
● Higher sales volumes (+2%)
● Net sales from acquired businesses (+1%)
Partially offset by:
● Unfavorable foreign currency translation (-2%)
In the United States ("U.S.") and Canada, sales volumes were in-line with the prior year, with demand mixed by end-use market segment. Automotive refinish and packaging coatings expanded sales at a rate above their respective end-use markets, as customers continued to adopt PPG’s innovative and sustainable new products. Sales volumes in the general industrial coatings business improved year-over-year and accelerated versus the prior sequential quarter, as growth in general finish coatings helped to offset modest declines in the automotive parts sub-segment related to lower automotive industry production in the region. In architectural coatings, increased volume growth in the company-owned stores channel was offset by lower independent dealer demand and mixed results within national retail accounts. Sales volumes declined in automotive original equipment manufacturer (OEM) coatings, in large-part due to lower industry production.
EMEA sales volumes increased by a low-to-mid-single-digit percentage, versus the prior year, accelerating from fourth quarter 2016 growth rates and building on similar growth in the prior year. Year-over-year volume growth was broad-based, led by above market increases in our automotive OEM and aerospace coatings businesses. Sales volumes improved modestly in architectural coatings due to increased demand in Western Europe and declined in general industrial coatings primarily due to strong above-market growth in the prior year.
Asia-Pacific sales volumes expanded by a mid-single-digit percentage year-over-year led by above-market growth in each business within the Industrial Coatings segment, along with continued growth in the automotive refinish business. From a country and sub-region perspective, sales volumes grew in India, China, and Southeast Asia versus the prior year. Korea continued to decline year-over-year primarily due to lower marine ship building activity despite improvements in other local business sub-segments.
Latin America sales volumes expanded by a mid-single-digit percentage versus the prior year primarily due to above-market growth in our automotive OEM and general industrial coatings businesses. Automotive industry production expanded significantly in the region year-over-year, primarily due to the opening of new assembly facilities in Mexico. Regional sales volumes were positive in architectural coatings versus the prior year. Geographically, coatings net sales volumes expanded in each major country and sub-region versus the prior year, led by continued growth in Mexico and Central America and with volume improvements in South America, primarily Brazil.
Net sales from acquired businesses, net of dispositions added approximately $25 million in the first quarter of 2017, primarily MetoKote, supplemented by several other acquisitions.
Foreign currency translation reduced net sales by about $65 million as the U.S. dollar strengthened against most foreign currencies versus the prior year, most notably the Mexican peso, British pound and the euro.


24


Cost of Sales, exclusive of depreciation and amortization
 
Three Months Ended
March 31
 
Percent Change
($ in millions, except percentages)
2017
 
2016
 
2017 vs. 2016
Cost of sales, exclusive of depreciation and amortization
$
1,969

 
$
1,920

 
2.6
%
Cost of sales as a percentage of net sales
55.2
%
 
54.2
%
 
1.0
%
2017 vs. 2016
Cost of sales, exclusive of depreciation and amortization, increased $49 million (+2.6%) due to the following:
● Increasing raw material costs
● Higher sales volumes
● Cost of sales attributable to acquired businesses
Partially offset by:
● Lower manufacturing costs
● Foreign currency translation
● Restructuring cost savings
Selling, general and administrative expenses    
 
Three Months Ended
March 31
 
Percent Change
($ in millions, except percentages)
2017
 
2016
 
2017 vs. 2016
Selling, general and administrative expenses (SG&A)
$
896

 
$
906

 
(1.1
)%
Selling, general and administrative expenses as a percentage of net sales
25.1
%
 
25.6
%
 
(0.5
)%
2017 vs. 2016
SG&A decreased $10 million (-1.1%) due to the following:
● Foreign currency translation
● Lower net periodic other postretirement benefit costs
● Restructuring cost savings
Partially offset by:
● Wage and other cost inflation
● SG&A expenses attributable to acquired businesses
Other costs and income
 
Three Months Ended
March 31
 
Percent Change
($ in millions, except percentages)
2017
 
2016
 
2017 vs. 2016
Interest expense, net of Interest income
$
21

 
$
24

 
(12.5
)%
Pension settlement charge
$
22

 
$

 
N/A

Asbestos settlement, net
$

 
$
3

 
(100.0
)%
Other charges
$
14

 
$
21

 
(33.3
)%
Other income
$
(25
)
 
$
(17
)
 
47.1
 %
Pension settlement charge
During the first quarter 2017, PPG made lump-sum payments to certain retirees who had participated in PPG's U.S. non-qualified pension plan (the "Nonqualified Plan") totaling approximately $40 million. As the lump-sum payments were in excess of the expected 2017 service and interest costs for the Nonqualified Plan, PPG remeasured the periodic benefit obligation of the Nonqualified Plan as of March 1, 2017 and recorded a settlement charge totaling $22 million during the first quarter 2017.

25


Other charges
Other charges decreased $7 million from the prior year due in part to the absence of a $4 million charge for an asset write-down during the three months ended March 31, 2016.
Other income
Other income increased $8 million from the prior year driven by gains recognized on the sale of certain assets recorded in the first quarter of 2017.
Effective tax rate and earnings per diluted share
 
Three Months Ended
March 31
 
Percent Change
($ in millions, except percentages)
2017
 
2016
 
2017 vs. 2016
Income tax expense
$
109

 
$
112

 
(2.7
)%
Effective tax rate
24.3
%
 
24.6
%
 
(0.3
)%
Adjusted effective tax rate, continuing operations*
25.0
%
 
24.7
%
 
0.3
 %
 
 
 
 
 
 
Earnings per diluted share, continuing operations
$
1.29

 
$
1.25

 
3.2
 %
Adjusted earnings per diluted share*
$
1.35

 
$
1.27

 
6.3
 %
*See Regulation G Reconciliation.
The full year effective tax rate for 2017 is expected to be higher than 2016 as a result of a shift in PPG's global mix of earnings toward jurisdictions with higher statutory tax rates, due in part to recent acquisitions.
Earnings per diluted share from continuing operations for the three months ended March 31, 2017 increased year-over-year. The Company benefited from the 9.2 million shares repurchased in the second, third, and fourth quarters of 2016 and 1.6 million shares repurchased in the first quarter of 2017.
Regulation G Reconciliation - Results from Operations
PPG Industries believes investors’ understanding of the company’s operating performance is enhanced by the disclosure of net income, earnings per diluted share and the effective tax rate adjusted for certain charges. PPG’s management considers this information useful in providing insight into the company’s ongoing operating performance because it excludes the impact of items that cannot reasonably be expected to recur on a quarterly basis or that are not attributable to our primary operations. Net income and earnings per diluted share adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered a substitute for net income or earnings per diluted share or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted net income, earnings per diluted share and the effective tax rate may not be comparable to similarly titled measures as reported by other companies.
Income before income taxes is reconciled to adjusted income before income taxes, the effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations and net income (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income (attributable to PPG) and adjusted earnings per share – assuming dilution below:
 
Three months ended March 31, 2017
($ in millions, except percentages and per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
 
Net income from continuing operations (attributable to PPG)
 
Earnings per diluted share
As reported, continuing operations
$
448

 
$
109

 
24.3
%
 
$
334

 
$
1.29

Adjusted for:
 
 
 
 
 
 
 
 
 
Transaction-related costs(1)
4

 
1

 
37.9
%
 
3

 
0.01

Pension settlement charge
22

 
8

 
37.9
%
 
14

 
0.05

Adjusted, continuing operations, excluding certain charges
$
474

 
$
118

 
25.0
%
 
$
351

 
$
1.35



26


 
Three months ended March 31, 2016
($ in millions, except percentages and per share amounts)
Income Before Income Taxes
 
Tax Expense
 
Effective Tax Rate
 
Net income from continuing operations (attributable to PPG)
 
Earnings per diluted share
As reported, continuing operations
$
456

 
$
112

 
24.6
%
 
$
337

 
$
1.25

Adjusted for:
 
 
 
 
 
 
 
 
 
Transaction-related costs(1)
2

 
1

 
37.6
%
 
1

 
0.01

Asset write-down
4

 
1

 
37.6
%
 
3

 
0.01

Adjusted, continuing operations, excluding certain charges
$
462

 
$
114

 
24.7
%
 
$
341

 
$
1.27

(1) Transaction-related costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred to effect significant acquisitions, as well as similar fees and other costs to effect disposals not classified as discontinued operations. These costs also include the flow-through cost of sales for the step up to fair value of inventories acquired in acquisitions. These costs also include certain charges associated with the Company’s business portfolio transformation.
Performance of Reportable Business Segments
Performance Coatings
 
Three Months Ended
March 31
 
$ Change
 
% Change
($ in millions, except per share amounts)
2017
 
2016
 
2017 vs. 2016
 
2017 vs. 2016
Net sales
$
2,017

 
$
2,039

 
$
(22
)
 
(1.1
)%
Segment income
$
285

 
$
279

 
$
6

 
2.2
 %
2017 vs. 2016
Performance Coatings net sales decreased $22 million (-1.1%) due to the following:
● Unfavorable foreign currency translation of approximately $45 million (-2.3%)
● Lower sales volumes (-0.4%)
Partially offset by:
● Higher selling prices (+1.0%)
● Net sales from acquisitions (+0.6%)
Architectural coatings - EMEA net sales increased by a low-to-mid-single-digit percentage year-over-year, despite unfavorable foreign currency translation. Sales volumes grew by a low-single-digit percentage year-over-year, led by demand expansion in the U.K., Ireland and the Benelux region. Aggregate pricing improved in the quarter as announced selling price increases in company-owned stores became effective. Acquisition-related sales, principally DEUTEK, contributed approximately $10 million to net sales.
Architectural coatings - Americas and Asia-Pacific sales volumes declined less than 1% versus the prior year. During the quarter, initial pricing actions were implemented and sales volumes increased by a mid-single digit percentage in company-owned stores in the U.S. and Canada, recording their 5th consecutive quarterly improvement versus the prior year. These benefits were offset by sales volumes declines in the U.S. and Canada independent dealer network and mixed sales volumes in national retail accounts, including the year-over-year impact of prior year new product inventory pipeline fills. Sales volumes improved in the Asia-Pacific and Latin America regions year-over-year.
Protective and marine coatings sales volumes declined by a low-double-digit percentage year-over-year. Protective coatings sales volumes expanded in most regions but were more than offset by significant weakness in marine shipbuilding activity, primarily in the Asia-Pacific region.
Aerospace coatings sales volumes were consistent with the prior year as industry growth rates remained tepid despite solid commercial airliner production levels. Sales volumes were negatively impacted in the quarter by customer inventory management actions, particularly in the aircraft transparencies sub-segment.
Automotive refinish coatings organic sales grew by a low-to-mid-single-digit percentage year-over-year with expansion in each region, led by above-market performance in U.S. and Canada. In Asia, net sales increased, partially due to the recent Futian Xinshi acquisition in China.
Segment income increased $6 million (+2%) year-over-year primarily due to lower selling, general and administrative costs, lower manufacturing costs, including the initial benefits from business restructuring actions and initial selling price increases. These benefits were partially offset by increasing raw material costs, wage and other cost inflation and unfavorable foreign currency translation, which reduced segment income by approximately $10 million (Mexican peso, British pound and the euro).

27


Looking Ahead
In the second quarter 2017, we expect higher sequential net sales due to normal business seasonality. From a business perspective, we expect a continuation of prior sequential quarter industry growth trends in the automotive refinish and aerospace coatings businesses. In our architectural coatings businesses, we anticipate consistent industry demand trends in the U.S. and Canada, continued modest demand growth in Western Europe and local currency sales in Mexico to remain at double the Mexican GDP growth rate. Further, we anticipate ongoing significant weakness in marine coatings and the continuation of positive growth trends in protective coatings. Additionally, we expect higher selling prices in all businesses to address rising raw material costs. In the second quarter, we expect net acquisition-related sales to add $20 million to $30 million to segment sales and unfavorable foreign currency translation to remain a significant headwind to segment sales and income.
Industrial Coatings
 
Three Months Ended
March 31
 
$ Change
 
% Change
($ in millions, except per share amounts)
2017
 
2016
 
2017 vs. 2016
 
2017 vs. 2016
Net sales
$
1,469

 
$
1,372

 
$
97

 
7.1
%
Segment income
$
273

 
$
265

 
$
8

 
3.0
%
2017 vs. 2016
Industrial Coatings segment net sales increased (+7%) due to the following:
● Higher sales volumes (+5%), led by growth in Latin America and Asia-Pacific.
● Net sales attributable to acquired businesses (+4%)
Partially offset by:
● Lower selling prices (-1%)
● Unfavorable foreign currency translation of approximately $20 million (-1%)
PPG’s automotive OEM coatings sales volumes increased by a mid-single-digit percentage versus the prior year, outpacing the global automotive industry production growth rate of 4%, led by Europe, China, Mexico and Brazil. Sales volumes declined in the U.S. and Canada, partially reflecting lower year-over-year industry production.
General industrial coatings and specialty coatings and materials sales volumes, in aggregate, grew by a mid-single-digit percentage year-over-year. Demand levels remained mixed by end-use market and geography, with strong year-over-year growth led by Asia-Pacific, which outpaced regional industrial production demand growth for the fifth consecutive quarter. Sales volumes grew across most sub-segments, including year-over-year increases in electronics materials, heavy duty equipment and organic light emitting diode (OLED) materials. Acquisition-related sales from MetoKote added approximately $60 million.
Packaging coatings sales volumes grew by a mid-single-digit percentage year-over-year, primarily driven by ongoing industry conversions to PPG’s new can coatings technologies led by the U.S.
Segment income increased $8 million (+3%) year-over-year primarily due to income from higher sales volumes, lower manufacturing costs, including the initial benefits from business restructuring actions, and acquisition-related income, partially offset by lower selling prices, increasing raw material costs, wage and other cost inflation, higher transitory global transportation and logistics costs required to meet increased customer demand in Asia and unfavorable foreign currency translation ($5 million).
Looking ahead
In the second quarter 2017, we expect modestly higher sequential net sales due to normal seasonal business patterns. From a business perspective, we anticipate the automotive OEM coatings industry production growth rate to expand by approximately 3% globally, with declines in the U.S. and Canada and EMEA regions offset by growth in Asia-Pacific and Latin America. For the global general industrial coatings industry, we anticipate moderate demand growth trends to continue, although varied by geography and sub-sector with PPG's industrial coatings business continuing to outperform the market. Packaging coatings volume growth is also expected to continue to outperform the market, as BPA non-intent interior can coatings conversions continue in various geographies around the globe.
During the second quarter 2017, we expect acquisition-related sales to be approximately $60 million to $70 million. Various pricing actions have been announced, which are effective in the second quarter to address rising raw material costs. Higher Asian logistics costs will continue into the second quarter as new production capacity in the region is expected to become operational within the second quarter. We also anticipate unfavorable foreign currency translation will continue to be a significant headwind to segment net sales and income.

28


Glass
 
Three Months Ended
March 31
 
$ Change
 
% Change
($ in millions, except per share amounts)
2017
 
2016
 
2017 vs. 2016
 
2017 vs. 2016
Net sales
$
83

 
$
133

 
$
(50
)
 
(37.6
)%
Segment income
$
9

 
$
14

 
$
(5
)
 
(35.7
)%
2017 vs. 2016
Glass segment net sales decreased (-37.6%) due to the following:
● Absence of net sales from divested business (-34%)
● Lower sales volumes (-2%)
● Lower selling prices (-2%)
Fiber glass sales volumes decreased a low- to-mid single digit percentage versus prior year in the U.S. and Canada region, as lower customer demand for wind-energy-related products was partially offset by demand growth in the oil and gas end-use segment. Foreign currency translation had minimal impact on net sales and income as the business is primarily focused on U.S. customers.
Segment income decreased $5 million (-36%) year-over-year, primarily due to the absence of income related to the divested European fiber glass business and Asian fiber glass joint ventures. Income and margins for the remaining North American fiber glass business improved year-over-year due to ongoing efforts to reduce the overall cost structure post-business divestitures.
Looking ahead
In the second quarter 2017, we expect modestly higher sequential net sales due to normal seasonal business patterns. Demand trends are expected to be in line with the first quarter 2017, along with a continued strong focus on cost. The absence of divested net sales and income will continue through the third quarter 2017. The effects of foreign currency translation are not expected to be significant.
Liquidity and Capital Resources
PPG had cash and short-term investments totaling approximately $1.4 billion and $1.9 billion at March 31, 2017 and December 31, 2016, respectively.
Cash from operating activities - continuing operations for the three months ended March 31, 2017 was $9 million. Cash from operating activities - continuing operations was $54 million for the three months ended March 31, 2016. Operating cash flow decreased primarily due to higher working capital ($75) offset by lower cash tax payments and interest ($28).
Other approximate uses of cash during the three months ended March 31, 2017 included:
Capital expenditures, excluding acquisitions, of $64 million, or about 2% of sales.
Contributions to PPG's pension plans of $34 million.
Cash dividends paid of $103 million.
Share repurchases of $163 million.
In January 2016, PPG’s $250 million 1.9% notes matured, and PPG repaid these notes with cash on hand.
Total capital spending in 2017 is expected to be in the range of 2.5% to 3.0% of full year sales. PPG expects to make mandatory contributions to its non-U.S. pension plans in the range of $20 million to $30 million in 2017.
We believe that our cash on hand and short term investments, cash from operations and the Company’s available borrowing capacity will continue to be sufficient to fund operating activities, capital spending, including acquisitions, dividend payments, debt service, share repurchases and contributions to pension plans. We intend to deploy our cash in a timely, disciplined manner with a continued emphasis on incremental earnings accretive initiatives, including additional acquisitions and share repurchases. In January 2017, the Company announced a new cash deployment target for acquisitions and share repurchases of at least $2.5 billion to $3.5 billion for the years 2017 and 2018 combined.
PPG's total debt to equity ratio (total debt, including capital leases, to total debt and PPG shareholders’ equity) was 46% at March 31, 2017 and 47% at December 31, 2016.

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Operating Working Capital is a subset of total working capital and represents (1) trade receivables – net of the allowance for doubtful accounts, (2) inventories and (3) trade liabilities. We believe Operating Working Capital represents the key components of working capital under the operating control of our businesses. A key metric we use to measure improvement in our working capital management is Operating Working Capital as a percentage of sales (current quarter sales annualized).
($ in millions, except percentages)
March 31, 2017
 
December 31, 2016
 
March 31, 2016 (a)
Trade Receivables, Net
$
2,683

 
$
2,324

 
$
2,691

Inventories, FIFO
1,845

 
1,666

 
1,944

Trade Creditors’ Liabilities
2,133

 
1,940

 
2,111

Operating Working Capital
$
2,395

 
$
2,050

 
$
2,524

Operating Working Capital as a % of Sales
16.8
%
 
14.7
%
 
17.8
%
Days sales outstanding
60

 
54

 
60

 
 
 
 
 
 
(a) Includes reclassifications for Assets and Liabilities held for sale related to the flat glass business as of March 31, 2016.
Other Liquidity Information
Environmental
 
Three Months Ended
March 31
($ in millions)
2017
 
2016
Cash outlays for environmental remediation activities
$
12

 
$
14

($ in millions)
Remainder
of 2017
 
Annually
2018 - 2021
Projected future cash outlays for environmental remediation activities
$50 - $70
 
$25 - $50
Restructuring
The 2016 restructuring actions have anticipated annual savings of approximately $125 million once fully implemented. The company expects to achieve $40 million to $50 million in savings in 2017 with the remainder of the projected annual savings to be substantially realized by year-end 2018.
Taiwan Chlorine Industries
On April 11, 2017, PPG paid $100 million to acquire a 40% interest in Taiwan Chlorine Industries from China Petrochemical Development Corporation. Refer to Note 2, "Acquisitions and Divestitures" for additional information.
Akzo Nobel
On March 2, 2017, PPG made a proposal to Akzo Nobel N.V. ("AkzoNobel"), inviting AkzoNobel to enter into negotiations with PPG on a potential transaction to form a combined company, which AkzoNobel rejected. On March 20, 2017, PPG made a revised proposal to acquire AkzoNobel for €90.00 (including the declared dividend) per ordinary share, comprised of cash of €57.50 and 0.331 share of PPG common stock, which was also rejected. On April 24, 2017, PPG made a second revised proposal to acquire Akzo for €96.75 per ordinary share, comprised of cash of €61.50 and 0.357 share of PPG common stock, which represented an increase of €13.75 per ordinary share from PPG’s initial offer on March 2, 2017. Including the assumption of net debt and minority interests, the proposed transaction is valued at approximately €26.9 billion, or $28.8 billion (as of April 21, 2017).
No agreement has been reached and there can be no assurance that any transaction will result from this proposal.
Currency
Comparing exchange rates from December 31, 2016 to March 31, 2017, the U.S. dollar weakened against numerous currencies in which PPG operates, most notably the Mexican peso. As a result, consolidated net assets at March 31, 2017 increased by $272 million, compared to December 31, 2016.

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Comparing exchange rates during the first three months of 2017 to those of the first three months of 2016, the U.S. dollar strengthened against the currencies of most countries in which PPG operates, most notably the Euro, Mexican peso and British pound. This had an unfavorable impact on income from continuing operations before income taxes for the three months ended March 31, 2017 of $16 million from the translation of these foreign earnings into U.S. dollars.
New Accounting Standards
See Note 2, “New Accounting Standards,” to the accompanying condensed consolidated financial statements for further details on recently issued accounting guidance.
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. See Part II, Item 1, “Legal Proceedings” of this Form 10-Q and Note 15, “Commitments and Contingent Liabilities,” to the accompanying condensed consolidated financial statements for a description of certain of these lawsuits.
As discussed in Part II, Item 1 and Note 15, although the result of 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, 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.
As also discussed in Note 15, PPG has significant reserves for environmental contingencies. Please refer to the Environmental Matters section of Note 15 for details of these reserves. A significant portion of our reserves for environmental contingencies relate to ongoing remediation at PPG's former chromium manufacturing plant in Jersey City, N.J. and associated sites ("New Jersey Chrome"). The Company continues to analyze, assess and remediate the environmental issues associated with New Jersey Chrome. Information will continue to be generated from the ongoing groundwater remedial investigation activities related to New Jersey Chrome and will be incorporated into a final draft remedial action work plan for groundwater expected to be submitted to the New Jersey Department of Environmental Protection no later than 2020.
It is possible that technological, regulatory and enforcement developments, the results of environmental studies and other factors could alter the Company’s expectations with respect to future charges against income and future cash outlays. Specifically, the level of expected future remediation costs and cash outlays is highly dependent upon activity related to New Jersey Chrome.
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 Quarterly Report contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance.You can identify forward-looking statements by the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast” 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.
Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include global economic conditions, increasing price and product competition by foreign and domestic competitors, fluctuations in cost and availability of raw materials, the ability to maintain favorable supplier relationships and arrangements, the timing of and the realization of anticipated cost savings from restructuring initiatives, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in international markets, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions and the unpredictability of existing and possible future litigation.
The forward-looking statements contained herein also include statements about the proposed business combination with Akzo Nobel N.V. (“AkzoNobel”) by PPG (such proposed business combination, the “Transaction”), the terms of the proposed Transaction and the expected benefits of the Transaction for PPG, AkzoNobel and their respective

31


shareholders. These statements are based on the current expectations of the management of PPG and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: whether an agreement in respect of the Transaction will be negotiated and executed; uncertainties as to whether AkzoNobel will cooperate with PPG regarding the Transaction; whether AkzoNobel’s management or supervisory boards will endorse the Transaction; and uncertainties as to successful implementation of the Transaction. However, it is not possible to predict of identify all such factors.
Consequently, while the list of factors presented here and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 under the caption “Item 1A Risk Factors” are 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.
Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or earnings, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of March 31, 2017 and December 31, 2016, PPG had non-U.S. dollar denominated borrowings outstanding of $3.1 billion. A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses on these borrowings of approximately $345 million as of March 31, 2017 and December 31, 2016.
The fair value of foreign currency forward contracts outstanding as of March 31, 2017 and 2016 was an asset of $10 million and a liability of $2 million, respectively. The potential reduction in PPG's income from continuing operations resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European and Canadian currencies and 20% for Asian and Latin American currencies for the three months ended March 31, 2017 and 2016 was $96 million and $35 million, respectively.
There were no other material changes in the Company’s exposure to market risk from December 31, 2016